Investment in Italy

Investment in Italynecessary inspections and issuing fines where appropriate. Its mission includes protectingend customers, supervising the text of contracts, reviewing claims, and verifying the fairconduct of insurance companies.The Energy Authority was set up by Law no. 481/1995 in order to regulate and supervisethe electricity and gas markets. The Authority is empowered to:• fix maximum tariffs for services, in order to ensure certainty and transparency to thebenefit of end customers• define guidelines for the production and supply of energy and gas, set quality standards,check compliance, and establish the refunds to be made to end customers whereapplicable• verify that said guidelines are actually observed and impose penalties• verify that competition laws and regulations are observed by the companies operatingin the electricity and gas markets, and inform the relevant authority in the event ofviolations• examine claims and petitions filed by end customers, promoting settlements withoperators where appropriate or ordering operators to modify their service provision.3.2.2Securities offers and prospectus approvalIn line with EU directives, issuers offering securities must produce a prospectus in order toensure that investors receive all the relevant information. The prospectus must be approvedby Consob, the public authority responsible for regulating the Italian securities market; and theinformation provided in the prospectus must be complete, coherent and understandable. Onceapproved, the prospectus can also circulate in other EU Member States for local offering.The prospectus must contain full details of the offer and information about the issuer,including corporate governance, any shareholders’ agreements, the key performanceindicators of the business and, in general, any factors, either internal or external to theissuer, which may have an impact on the terms of the offer.Specific rules are set for takeover bids for listed companies: if, as a result of acquisition, oneor more investors acquire over 30 percent of the capital, a takeover bid must be addressedto all the other shareholders for the purpose of acquiring 100 percent of the capital. Thereare further rules if one or more investors own more that 90 percent of a listed company orown between 30 percent and 50 percent of the capital and increase their interest.There are squeeze-out rules for investors owning over 98 percent of the share capital as aconsequence of a take-over bid.For more information, please contact:Sabrina PugliesePartneremail: sabrinapugliese@kpmg.it30© 2012 KPMG S.p.A., KPMG Advisory S.p.A., KPMG Fides Servizi di Amministrazione S.p.A., KPMG Audit S.p.A., Italian limited liability share capital companies, and Studio Associato Consulenza legale e tributaria, anItalian professional partnership, are member firms of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.