Article 2.5.1

1.    Borsa Italiana may:

a)      suspend the listing of a financial instrument where the regularity of the market for the instrument is temporarily not guaranteed or risks not being guaranteed or where this is necessary to protect investors;

b)      revoke the listing of a financial instrument in the event of a prolonged lack of trading or where it deems that owing to special circumstances it is not possible to maintain a normal and regular market for such instrument.

2.    For the purposes of the revocation referred to in the preceding paragraph, Borsa Italiana shall refer primarily to the following elements:

a)      the dissemination or lack of dissemination of information that may affect the regular operation of the market;

b)      adopt a resolution reducing the share capital to zero and simultaneously increasing it above the legal limit;

c)      the involvement of the issuer in insolvency proceedings;

d)      the liquidation of the issuer:

e)      an adverse opinion or a disclaimer rendered by the auditor for two consecutive financial years.

3.       If, while the listing of a financial instrument is suspended, material changes occur in the profits and losses, assets and liabilities or financial position of the issuer, Borsa Italiana may, exclusively for the purpose of protecting investors, make revocation of the suspension decision subject to special conditions that it deems appropriate pursuant to the powers of Borsa Italiana referred to in Article 2.1.2 of the Rules and that are explicitly notified to the issuer.

4.       In the event of a reverse merger Borsa Italiana may suspend the listing of the company’s shares if the sponsor has not issued the declarations referred to in Article 2.3.1, paragraph 2, by the effective date of the merger. This provision shall not apply to companies listed in the professional segment of the MIV market.

5.       In the event of companies with control over companies established and regulated under the laws of non-EU countries, companies subject to direction and coordination by another company and financial companies with equity composed exclusively of equity investments, Borsa Italiana may suspend the listing of the company’s shares if the company must not comply with the admission requirements established in Title VI of the Consob Resolution 16191/2007.

6.       In the event of an increase in capital by means of a contribution in kind of assets whose value is significantly greater than the balance sheet assets of the issuer calculated according to Article 117-bis of the Consolidated Law on Finance and the Consob regulation referred to in paragraph 2 of that article, Borsa Italiana may suspend the listing of the company’s shares if the sponsor has not issued the declarations referred to in Article 2.3.1, paragraph 2, by the issue date of the shares to be contributed in kind. This provision shall not apply to companies listed in the professional segment of the MIV market.

7.    For the purposes of the revocation referred to in paragraph 1, Borsa Italiana shall refer primarily to the following elements:

a)      the average daily turnover in the market and the average number of securities traded over a period of at least eighteen months;

b)      the frequency of trading in the same period;

c)      the distribution among the public of the financial instruments in terms of value and number of holders;

d)      the involvement of the issuer in insolvency proceedings;

e)      an adverse opinion or a disclaimer rendered by the auditor for two consecutive financial years;

f)       the liquidation of the issuer;

g)      suspension from listing for a period of more than 18 months.

8.     Where there is a purchase obligation pursuant to Article 108, paragraphs 1 and 2, of the Consolidated Law on Finance, the securities that are the subject of the legal purchase obligation shall be delisted as of the trading day following the last day for the payment of the consideration, unless the person under the obligation pursuant to Artcle 108, paragraph 1, of the Consolidated Law on Finance has declared that he intends to restore the free float. Where the conditions referred to in Article 111 of the Consolidated Law exist, the securities that are the subject of the legal purchase obligation shall be suspended and/or delisted taking into account the timetable for the exercise of purchase right. Borsa Italiana shall notify the market the date of the revocation appropriately in advance.

In the case referred above, moreover, Borsa Italiana may at the same time revoke the listing all the non voting shares, where there is an offer for all these shares, taking into account the value of their remaining free float.

9.     The listing of convertible bonds, warrants, securitised derivative financial instruments  and other comparable financial instruments may be revoked if the underlying assets cease to be listed.

10.      Borsa Italiana shall establish in the Instructions the methods for revoking the listing of financial instruments which have a limited life or which are all converted into or exchanged for another financial instrument as a result of corporate operations.

11.      Borsa Italiana may suspend or revoke the listing of a financial instrument admitted to the markets organised and managed by Borsa Italiana pursuant to Article 2.1.2, paragraph 7(a) if an analogous measure has been adopted by the competent foreign authority or the management company of the reference European regulated market or when the information referred to in Article 2.2.45, paragraph 2(a) is not systematically available to the public in English language. The previous paragraphs shall not apply to such instruments, except for the first. The measure adopted by Borsa Italiana shall indicate the date from which the suspension or revocation shall be effective.

13.     For financial instruments issued by Borsa Italiana, the suspension and revocation functions referred to in this article shall be performed by Consob.