Issuers (legal matters according to Italian law)

1. Definition.

According to Borsa Italiana’s Financial Glossary, issuers are entities that, for the financing of their activities, issue financial instruments suitable for circulation and therefore for being traded on a market. Companies organized as corporations, public bodies and the State are the most important issuers of financial instruments.

2. Definition of listed issuers.

Pursuant to Article 1(1)(w) of Legislative Decree No. 58/1998 (Consolidated Law on Finance, commonly referred to in Italian as “TUF”), listed issuers are subjects, Italian or foreign, including trusts, which issue financial instruments listed on a regulated Italian market. In the case of deposit receipts admitted for trading on a regulated market, the term issuer refers to the issuer of the securities represented, even if such securities are not admitted for trading on a regulated market.

3. Definition of issuers of financial instruments distributed to the public to a significant extent.

Issuers of financial instruments widely distributed among the public to a significant extent, pursuant to Article 116 of Legislative Decree No. 58/1998 (TUF), are defined by Article 2-bis of Consob Regulation no. 11971 of 14 May 1999, concerning the discipline of issuers, with reference to both shares and bonds.

4. Definition for MiCAR purposes.

According to Article 3(1)(10) of the recent 'MiCAR' Regulation (Regulation EU 2023/1114), for the purposes of that Regulation issuer means “a natural or legal person, or other undertaking, who issues crypto-assets”.

References and Websites.

Borsa Italiana’s financial glossary is available at: https://www.borsaitaliana.it/borsa/glossario/emittenti.html.

The definition and the list of issuers of financial instruments that are widely distributed among the public is available on the Consob website, Emittenti strumenti finanziari diffusi fra il pubblico in misura rilevante, at: https://www.consob.it/web/area-pubblica/emittenti-titoli-diffusi.

The Consolidated Law on Finance (“Testo Unico dell’intermediazione finanziaria”) and its Annex I are available at: https://www.normattiva.it/atto/caricaDettaglioAtto?atto.dataPubblicazioneGazzetta=1998-03-26&atto.codiceRedazionale=098G0073&atto.articolo.numero=0&atto.articolo.sottoArticolo=1&atto.articolo.sottoArticolo1=10&qId=e46a3848-5759-4380-9c61-a768655f3e28&tabID=0.5407578726849629&title=lbl.dettaglioAtto.

The English version is available at: https://www.consob.it/web/consob-and-its-activities/laws-and-regulations/documenti/english/laws/fr_decree58_1998.htm?hkeywords=&docid=0&page=0&hits=19&nav=false.

The English version of Regulation implementing Italian Legislative Decree no. 58 of 24 February 1998, concerning the discipline of issuers, adopted by CONSOB under resolution no. 11971 of 14 May 1999 as subsequently amended, is available at: https://www.consob.it/web/consob-and-its-activities/laws-and-regulations/documenti/english/laws/reg11971e.htm?hkeywords=&docid=2&page=0&hits=19&nav=false.

The official, updated version of the MiCAR Regulation, Reg. (UE) 2023/1114, is available in all official laguages at: https://eur-lex.europa.eu/legal-content/IT/TXT/?uri=CELEX%3A32023R1114&qid=1688044240930.