01012016 Issuers pricing rev - London Stock Exchange Group · • financial instruments census, registry information updating and dynamic data management • account invoicing •

Monte Titoli Fee schedule for Issuer services

In force fromJanuary December 20164

Contents

1.0 Centralization service 2

1.1 Bonds, similar financial instruments and commercial papers centralization 2 1.2 Equities and similar financial instruments centralization 3

2.0 RCC – Cash settlement of clients’ fees 77

2.1 Fees applied to issuers participating in RCC with MT-X facilities 77 2.2 Fees applied to issuers participating in RCC with no MT-X facilities. 77

3.0 Fees applicable to all services 88

4.0 MT-X workstation 99

5.0 Terms and payment methods 1010

JanuaryDecember 20164

DecemberJanuary 20164

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1.0 Centralization service

Centralization service fees depend on the kind of financial instrument:

• bonds, certificates of deposit, similar financial instruments and commercial papers

• equities, warrants, funds and similar financial instruments

1.1 Bonds, similar financial instruments and commercial papers centralization

Fees are applied to all bonds, depository certificates, similar financial instruments and commercial papers booked in the

centralized system both in materialized and dematerialized form.

Bonds, similar financial instruments and commercial papers fees are divided in:

1. Participation fee

2. Financial instruments admission fee.

1.1.1 Participation fee

This fee is connected to:

• contract management

• issuer Account and support activities management

• end of day account reconciliation and real time operations reporting

• compliance activities (in relation to Monte Titoli’s competence)

Participation fee is displayed in the following table:

The fee is semiannual and is invoiced at the start of each semester (January and July).

If an issuer applies during the semester the participation fee is invoiced pro-rata (from the application month to the end

of the concurrent semester).

The fee isn’t connected to the number of issued financial instruments and is applied even in case of account crediting

failure.

1.1.2 Financial instruments admission fee

This fee is connected to the following activities:

• consultancy and preliminary investigation on new financial instruments issuing eligibility

• financial instruments census, registry information updating and dynamic data management

• account invoicing

• interests payment and capital reimbursement until the end of the instrument operative life

The fee is invoiced only one time for each financial instrument admitted to the system: it is computed in a regressive

way connected to the number of issuing operation performed by each single issuer in the solar year.

EUR Invoicing Code

Issuer Membership 750.00 BI0001


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The following table describes the fee computation technique:

The fee is applied to the issued financial instruments even in case of account crediting failure.

1.2 Equities and similar financial instruments centralization

Fees are applied to all issuers of equities, warrants, funds or similar financial instruments when those instruments

booked in the centralization system both in materialized and dematerialized form.

Equities and similar financial instruments fees are divided in:

1. Participation fee

2. Corporate Actions fee.

1.2.1 Participation fee

This fee is connected to the following activities:

• contract management;

• issuer account and support activities management;

• end of day account reconciliation and real time operations reporting;

• financial instruments admission and centralization in the system;

• financial instruments census, registry information updating and dynamic data management;

• management of the activities related to the annual shareholder meetings for balance sheet approval;

• compliance activities (in relation to Monte Titoli’s competence).

This fee invoicing starts from the month in which the issuer opens the contractual relationship with Monte Titoli.

The fee is semiannual and is invoiced at the start of each semester (January and July).

If an issuer applies during the semester the participation fee is invoiced pro-rata (from the application month to the end

of the concurrent semester).

The fee isn’t connected to issued financial instruments number and is applied even in case of account crediting failure.

Companies admitted to the AIM market benefit of a 20% participation fee reduction.

This fee varies in relation to the issuer kind:

• it’s connected to market capitalization for companies issuing shares listed on the Borsa Italiana markets (with

capital represented by ordinary shares, saving shares, etc.)

• it’s flat for companies which are not listed.

EUR Invoicing Code

Number of issuing operations during the year One off-fee

From To

1 5 450.00

BI0002

6 10 250.00

11 25 125.00

26 50 25.00

51 100 10.00

101 above 5.00


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1.2.1.1 Listed Companies Participation fee

For companies issuing shares listed on the Borsa Italiana markets the fee is computed on a market capitalization base.

Market capitalization is computed using two alternative ways (see table):

Market Capitalization Computation base Invoicing

First listing First listing/admission Borsa Italiana “Admission to

listing fees”

Anticipated, at the end of admission month, computed pro rata from the listing

/admission month until the semester end

Already listed Last semester average Borsa Italiana “Admission to

listing fees” Anticipated, semiannual, at January and

July of each year

The participation fee is computed using a sliding scale model with a minimum and maximum value in the way indicated

in the following table:

For example, if the initial capitalization of a listed company is equal to 6,500,000,000 € the computation is as follows:

In case of a company at its first listing/admission the 20th of April, the participation fee is invoiced the 30th of April, has

a value of 2,325€ (equal to 3 months) computed as follows:

{[(5,000,000,000/1,000,000,000) x 750.00 € +[(6,500,000,000– 5,000,000,000)/1,000,000,000)]x 600.00 €] /6} *3= 2,325

€.

In case of an already listed/admitted company, the semiannual participation fee is equal to 4650 €, computed as follows:

(5,000,000,000/1,000,000,000) x 750.00 € + [(6,500,000,000– 5,000,000,000) /1,000,000,000] x 600.00 € = 4,650.00 €.

Semiannual fee (EUR) Invoicing Code

Capitalization For each 1.000.000.000 of

capitalization

From To

0 5,000,000,000 750.00

AM0001

5,000,000,001 10,000,000,000 600.00

10,000,000,001 above 500.00

Minimum fee 750.00

Maximum fee 50,000.00


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1.2.1.2 Participation fee for non listed companies

For companies issuing shares which are not listed or issuing warrants, funds and similar instruments a flat fee is

applied:

1.2.2 Corporate Actions fee

Monte Titoli applies corporate action fee to issuers according to the operations managed.

Corporate Actions Fees are based on two main components:

• a variable fee

• a fixed fee

The fixed fees are setup in order to recover costs incurred by Monte Titoli for:

• management of the assignment/mandate of the workflow on IT platform;

• issuance of service notices and updates;

• transaction reporting (securities, interim securities, cash settlement, etc.) and updates;

• standard operational assistance to the issuer through every stage of the transaction.

This fees are fixed and applied to any single operation.

The variable fee is connected to the activities implemented by Monte Titoli on the accounts of the participants which are

part of the operation.

This fee is therefore applied on the base of the number of intermediation accounts which are involved in the operation,

with a maximum of 400 accounts.

For example, the free capital increase of a company that involves 280 intermediary accounts, the calculation is as

follows:

Fixed fee+ (variable fee x number of accounts)

400 + (30 x 280) = € 8,800.00

Please in order to correctly compute this fees consider that:

EUR Invoicing Code

Participation Fee 600.00 AM0002

EUR Invoicing code

Fixed fee Variable fee Fixed fee Variable fee

Merger/ Spin off 1,000.00 60.00 FF0001 FV0001

Capital Increase ad warrant exercise 500.00 50.00 FF0002 FV0002

Free Capital Increase 400.00 30.00 FF0003 FV0003

Dividend 400.00 20.00 FF0004 FV0004

Free corporate action 300.00 20.00 FF0005 FV0005

Shareholder’s identification 250.00 0.00 FF0006 FV0006

General shareholders meeting – different from the annual ones for balance sheet approval-

250.00 0.00 FF0007 FV0007


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• in case of corporate actions on the same value date, on more than one financial instrument, a fixed fee is

debited to issuers only once, independently of the number and the type of securities involved;

• account screening finalized to define the variable fee and the CAP is based on the sum of accounts

movements for each kind of title, excluded rights;

• for continuously managed operations (warrant exercise and conversion) the issuer is debited a fixed annual

fee at the start of every solar year. A similar fee is debited at the start and at the end of every operation and

invoiced in the relative month, while the variable fee is applied to every execution;

• in case of payment of previous dividends the fixed fee is not debited to the issuer while the variable one is

applied to each execution;

• companies admitted to the AIM market benefit from a 20% fee reduction;

• no variable fee is debited for Shareholder Identification and Shareholder Meetings operation.

Fees are applied at the end of the month in which the relative operations take place.

The corporate actions fees1 not explicitly mentioned in this document (e.g.: the merger between an Italian and another

country company) will be evaluated by Monte Titoli in light of the complexity and operative risk associated and will be

object of a specified commercial offering.

1.2.3 Share with increased voting rights

The annual fee includes the securities admission of increased voting rights shares, its management and reports on. The

annual fee is entirely payed in January: in case instruments are admitted during the years the annual fee is debited with

reference to the month the shares are admitted.

1 For example, the merger between an Italian and a foreign company

Annual fee (€e) Invoicing code

Annual fee for management of increased voting shares 3,000.00 SA0106

Formattato: Inglese (Stati Uniti)





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2.0 RCC – Cash settlement of clients’ fees

RCC is the service offered via MT-X, Monte Titoli’s web application, for the calculation, reporting and cash settlement of

fees to be paid by the issuers to intermediaries relating to the intermediaries’ activity for corporate events. Fees are

calculated based upon the fee structure agreed by issuers and intermediaries and available at www.montetitoli.it.

RCC Service implies a series of fees.

2.1 Fees applied to issuers participating in RCC with MT-X facilities

The following fees apply for the calculation, reporting, adjustment and cash settlement of accrued fees on each

intermediary’s securities account.

For each corporate event:

2.2 Fees applied to issuers participating in RCC with no MT-X facilities.

The following fees apply for the calculation, and cash settlement of accrued fees on each intermediary’s securities

account.

For each corporate event:

2 For continuously managed operations the fee is applied for each execution

3 For continuously managed operations the fee is applied for each execution

EUR Invoicing Code

Payment of dividend and other corporate action2

(for special operations continuously implemented the fee is applied for each execution)

9.00 RC0014

Shareholder meeting and shareholders identification 5.00 RC0015

EUR Invoicing code

Payment of dividend and other corporate actions3

(for special operations continuously implemented the fee is applied for each execution)

6.00 RC0016

Shareholder meeting and Shareholders identification 3.50 RC0017


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3.0 Fees applicable to all services

4 Same fee applies to electronic documents (e-mail and electronic file -i.e. floppy disk-)

5 The request must be received in written form, even via e-mail

6 The request must be received in written form, even via e-mail

EUR Invoicing Code

Partecipation profile management (CLIMP) 350.00 SA0107

Partecipation profile management – urgent (CLIMP) 1,500.00 SA0108

Paper duplicate (invoices, contracts and related annexes, service disposals, etc.) requested by the issuer

4

20.00 SA0084

Request of dispatch optical or magnetic supports where the corresponding electronic function is available; this fee covers Monte Titoli’s processing and invoicing expenses

15.00 SA0086

Contribution for administrative processing applies to each instruction sent to Monte Titoli in paper format where a corresponding telematic message exists

50.00 SA0094

Enquiry implying5 an administrative and/or IT intervention that requiring

the consultation of paper or information systems archives 100.00 CR0001

Enquiry implying6 an administrative and/or IT intervention that requiring

data extracting and processing (administrative and/or IT) 200.00 CR0002

Additional fee for the management of mandates/communications sent over the expected deadline

500.00 SA0103


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4.0 MT-X workstation

Monte Titoli provides participants access to MT-X (Monte Titoli’s Internet Communication System), the proprietary Web-

based platform focused on knowledge and document management, which enables customers to send and receive

through a secure system:

- all messages available via the other electronic networks used by Monte Titoli's System (RNI, SWIFT)

- specific custody management messages not available through any other electronic network used by Monte

Titoli's System

- specific messages relating to value added services

in the framework of a safe and efficient network with the possibility of a high level of profile customization.

The MT-X platform can be used as a back-up channel for other commonly used networks (RNI or SWIFT) or as main

channel to send and receive instructions from and to Monte Titoli.

MT-X can even represent an effective channel, or an alternative to the other networks, to receive the operative

informative document which is issued by Monte Titoli.

Each workstation providing access to MT-X is charged an annual fee as specified in the following tables:

• First Workstation:

• Additional Workstations:

If the participant asks to access MT-X through workstations with network sharing methods, possibly implying hardware

and/or software ad hoc installations, Monte Titoli informs the participant about installation and maintenance conditions

with a specific quotation.

EUR Invoicing Code

Annual fee 85.00 MX0029

EUR Invoicing Code

Annual fee

145.00 MX0009


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5.0 Terms and payment methods

If not otherwise indicated fees are computed and invoiced monthly on the base of the volumes of each voice in that

month and debited with value date the last day of the month following the invoicing.

Admission fees for securitization companies are invoiced on a postponed semiannual base.

Invoices are denominated and debited in Euro and follow the VAT legislation in force.

Invoiced fees are not reimbursable if the participant recedes before the term of the reference period.

The fees structure focus is on guaranteeing customers with a fast reconciliation process with the invoices issued by

Monte Titoli with the same invoicing codes.

Documents

01012016 Issuers pricing rev - London Stock Exchange Group · • financial instruments census, registry information updating and dynamic data management • account invoicing •