Internet procedure to notify Final Terms

Transcription

1 Internet procedure to notify Final Terms referred to prospectuses approved by the competent authority of a EU member State concerning operations to be performed in Italy as host member State and regarding non-equity financial instruments. VERSION 1.0

2 Edits to this document Version Oct 2015 First version of the Manual 2

3 Contents Edits to this document Table of figures Glossary Introduction Legal framework General rules Accessing the system and general aspects of the interface Minimum requirements Filling out the web form for credentials request Identification and access to the delivery system of the Final Terms Logout Functions related to submission of the offering documentation Submission of the Final Terms Uploading the electronic documentation Entering information on the products to be offered/admitted to trading Submission to Consob Submission of a notice Amend final terms How to find a previous filing General rules Phase 1: product attributes ISIN Code Product name Issuer Financial Instrument Type Financial Instrument subtype Currency Dual Currency Collateral

4 Capital protection Type of underlying Name of underlying Product strategy Proprietary indexes "Quanto" option Leverage effect Payoff description Guarantees Subordination clauses Issue date Maturity date Nominal value Redemption procedure Redemption amount Early redemption Automatic early redemption Phase 2: operation attributes Type of operation Offer period start date / end date Starting date of trading Total amount of the offer Price Number of securities Placement procedure Distribution Trading venues, trading methods and intermediaries Tranche number Tranche issue date Cost / Commissions Entering and submission

5 1. Table of figures Figure 1 - Web form for credentials request... 8 Figure 2 - Authentication window... 9 Figure 3 - Authentication error... 9 Figure 4 - Successful logout Figure 5 - Panel Filings: examples of selected function and operation in progress Figure 6 - Corporate data of the issuer Figure 7 - Final Terms filing Figure 8 - Final Terms filing: general data Figure 9 - Final Terms filing: how to find a base prospectus Figure 10 - Final Terms filing: documentation upload Figure 11 - Final Terms filing: print received Figure 12 - Final Terms filing: receipt Figure 13 - Selection of the Final Terms relating to the notice Figure 14 Notice filing: filling in Figure 15 Notice filing: documentation upload Figure 16 - Notice filing: list of products Figure 17 - Amendment Filing: selection of Final Terms Figure 18 - Amendment Filing: amendment of the documents and the data concerning financial instr Figure 19 - How to find previous filings Figure 20 - List of previously submitted filings Figure 21 - Final Terms filings: add a product Figure 22 - Phase 1: filling in product attributes (page 1) Figure 23 - Phase 1: filling in product attributes (page 2) Figure 24 - Phase 1: filling in product attributes (page 3) Figure 25 - Phase 2: filling in operation attributes (page 4) Figure 26 - Phase 2: filling in operation attributes (page 5)

6 2. Glossary System Final Terms User Contact person The Final Terms internet transmission system described in this manual. The Final Terms concerning the public offer and/or admission to trading of nonequity financial instruments, issued under base prospectuses approved by the competent authority of a EU member State, to be performed in Italy as host member State pursuant to the Prospectus Directive. The natural person that logs in and submits the documentation on behalf of the issuer/offeror. The natural person, responsible of the internet compilation and submission of the documentation on behalf of the issuer, to be contacted by Consob in case of problems when using the System. Such person often coincides with the user. 3. Introduction This document provides the necessary information in order to use the electronic procedure for the notification to Consob of the Final Terms referred to base prospectuses approved by the competent authority of a EU member State and concerning public offers and/or admission to trading on regulated markets to be performed in Italy as host member State and regarding non-equity financial instruments. Such procedure originates from article 1, par.5, letter c) of Directive 2010/73/EU that amending article 5, par.4 of Directive 2003/71/EC has introduced, at the expense of the issuers and as of July 1, 2012, an obligation to transmit the Final Terms also in respect of the competent Authority of any host Member State 1. In particular, the above mentioned article 1, par.5, letter c) states that Where the final terms of the offer are neither included in the base prospectus nor in a supplement, the final terms shall be made available to investors, filed with the competent authority of the home Member State and communicated, by the issuer, to the competent authority of the host Member State(s) when each public offer is made as soon as practicable and, if possible, in advance of the beginning of the public offer or admission to trading.. The submission of the documentation and the transmission of the relative information must be performed according to the instructions set forth herein following the indications provided by the screens and the fields of the System 2. To access the system and for further information on the availability of the service, please refer to Consob s website in the section Services for the Operators/Interactive Services/Procedures. To this regard, it has to be noted that, in order to use such application, it is necessary to have specific access credentials. To this end, users are invited to submit a timely request, as detailed in the following paragraph Article 1 of Directive 2014/51/EU further amended article 5, paragraph 4 of Directive 2003/71/EC with particular reference to the case concerning the final terms related to a previously approved base prospectus; however it should be noted that the effectiveness of the aforementioned new provision will commence not earlier than January 1, In these instructions, quotation marks are used (eg. "Button) to refer to elements (forms, fields, buttons, etc.) included in the various windows that make up the application." 6

7 3.1 Legal framework The legal framework is the following: - Directive 2003/71/EC (so-called Prospectus Directive), as amended by Directive 2010/73/EU and 2010/78/UE; - Regulation n.809/2004/ec, as amended by delegated Regulation n.486/2012/ue and 862/ General rules Through the transmission function made available by the system, the user submits the documentation and the information relating to Final Terms issued under Base Prospectuses approved by the authorities of other EU countries. In addition, the system provides the function of searching and printing of the set filings. It is necessary to compile a specific submission for each Final Term document: it s not possible to group together multiple submissions, even if the latter refer to the same Base prospectuses. 5. Accessing the system and general aspects of the interface 5.1. Minimum requirements The System can be accessed using any personal computer with an internet connection. To access the system, some minimum technical requirements shall be satisfied: in particular, last generation internet browser (such as Google Chrome, Mozilla Firefox, MS Internet Explorer 11 or higher); a monitor with resolution of at least 1024x768. The user is also required to allow for cookies and to enable javascript into the browser Filling out the web form for credentials request To be able to access the system, the user shall use the identification codes (username and password) issued by Consob. To obtain the credentials, the user needs to make a request to Consob through the appropriate online procedure: to this end a web form, that the issuer should complete in all its parts, has been made available. The model is available both in Italian and in English; it is possible to change the language by pressing the flag icon in the top right corner of the mask of Figure 1. 7

8 Figure 1 - Web form for credentials request Besides completing the fields in the mask, the issuer must upload: a) a scanned copy double-sided PDF of a document of identity 3 of its legal representative; and b) a document, also in PDF format, certifying the status of the legal representative of the issuer. Bear in mind that the credentials are assigned, in the person of its legal representative, to the issuer. Each issuer is provided with a single pair of credentials (username and password). Once the form has been filled out and the request made by the appropriate button, the system will send an e- mail of receipt at the address indicated in the field " to receive credentials." Please note that the address in question must be an address of the issuing company. Subsequently Consob will proceed to analyze the request and, if accepted, will send the applicant an containing the username and the temporary password required for access. In case of non-acceptance of the request, the applicant will receive an stating the reasons for the rejection. After obtaining the credentials, the user can connect the delivery system of the Final Terms. At first login, the system will ask the user to set a new password of his choice to replace the temporary one issued by Consob. 3 Identity card, passport or other valid identity document. 8

9 5.3. Identification and access to the delivery system of the Final Terms After activating the browser on the computer, it is necessary to view the Web page to start the session. The login screen to the system can be reached accessing Consob s website ( by entering the section Services for Operators. The first mask of access to the system, after establishing a "secure connection" 4 between Consob server and the user's computer connected to Consob, proposes the login mask where to enter the username and password credentials in the fields referred to as the "Login" and "Password and press the "Login" button (Figure 2). Figure 2 - Authentication window In case the identification codes are wrong, the system is not able to identify the applicant; the access will thus be rejected and an error page will turn up as shown in Figure 3. Figure 3 - Authentication error If the identification codes are correct, the System provides access to the available functions. 4 The System uses the https encryption". 9

10 5.4. Logout Once the user is allowed into the system, the user can exit anytime just clicking on Logout ( placed in the top-right part of the screen). Once the user is logged off, the system will return to the mask "Integrated Systems" and the appropriate message will appear (see Figure 4) General aspect of the interface Figure 4 - Successful logout After identification, the system displays the initial screen of the application. - The mask consists of: - A "banner" or header that contains the code of the connected User and beside the button "Logout" with the possibility to select the language between Italian and English; - a panel "Filings", set on the left of the mask, allowing to select the functions of the system (see Figure 5); - a central panel showing the mask of the selected operation, initially set on "Corporate Data" (see Figure 6) Panel "Filings" The panel "Filings" lists the available functions of the system and allows to select the desired function by using the mouse; pressing the left mouse button, the selected function is highlighted in blue (see Figure 5). Some functions may be carried out in more "work sessions": in this case the system highlights in bold the operation in progress. If the user closes the browser or leaves the session, he may resume it; however, before starting a new operation of filing, the user must complete or cancel the one in progress. Selected function In progress operation Figure 5 - Panel Filings: examples of selected function and operation in progress 10

11 5.7. Entering and editing the corporate data The initial screen (see Figure 6) shows the corporate data of the connected issuer, in particular: - The issuer s identification code - Company name - Address of the registered office The System provides the above information withdrawing it from the Consob database and it is not editable. The system also shows the contact data of the natural person, internal to the company or by the latter delegated, that will be the Responsible person of the communications. In this case the issuer is obliged to specify the following data which will be used in case of need to contact the issuing company: - The full name of the Responsible person; - Fax, phone and address of the Responsible person; - The name of any company/third party law firm (if it is not the issuer). Filling out this field is optional. To enter and/or edit the fields, just press the button "Save". If you have entered wrong data, you can clear the information typed by pressing "Undo". It is possible to return to the above described mask, by clicking the "Corporate Data" in the menu "Filings" on the left. BANCA XYZ SPA Figure 6 - Corporate data of the issuer 11

12 6. Functions related to submission of the offering documentation This section shows the functions for the submission of the documentation and related information Submission of the Final Terms To submit the Final Terms, it is necessary to select the term "Final Terms" available in the menu "Filings" on the left. The system will display the mask present in Figure Creation of a new filing Figure 7 - Final Terms filing By pressing the button "Create Filing" it will be possible to start filling out a filing of Final Terms. The system requires a summary description of the operation in the "Description" field and the indication of the type of financial instrument involved in the transaction (see Figure 8). It is also necessary to identify the base prospectus referred to the Final Terms. Figure 8 - Final Terms filing: general data To select a valid base prospectus, it is necessary to press the "Select base prospectus" button: the system will display a mask that, choosing from the prospectus database, allows to select the base prospectus referred to the Final Terms (see Figure 9). The system will display the list of valid base prospectuses associated with the connected issuer. To make the selection, simply click with the mouse on the line corresponding to the wanted base prospectus and press "Select". If the prospectus is not listed, it is possible to select the "Prospectus not found" option in the mask. 12

13 In this case, it is necessary to manually type the data identifying the base prospectus (the approval date of the prospectus, the National Authority that approved the prospectus and the description of the offering program). Even in this case it is necessary to confirm the entered data by clicking Select. Figure 9 - Final Terms filing: how to find a base prospectus At this point you can press the "Next" button and load, in electronic format, the documents and the information concerning the financial products Uploading the electronic documentation In the next screen, the user will have to load the documents, in electronic format, into the System (see Figure 10). To load a document into the system, the user must press the button "Add Document". The system displays a window where the user chooses the type of document to be loaded and the language (Italian/English). Subsequently, by pressing the "Attach document" button on the same mask, the system opens an additional form to select the PDF file from the user s computer 5. 5 Only documents in Adobe PDF can be loaded into the System..In addition, it has to be noted that the same files should not be password protected or protected by restricted rights of reading. 13

14 Figure 10 - Final Terms filing: documentation upload It is possible to remove the file, loaded into the system, by pressing the icon in the column "Remove" of the document table (see Figure 10) at the corresponding line; similarly, it is possible to view the loaded document by pressing the icon also present in the document table Entering information on the products to be offered/admitted to trading Upon completion of the Final Terms, the system also requires to include the information related to the financial products being offered to the public/admitted to trading. For a complete guide to the compilation of the fields please refer to paragraph 7 "Compilation of the information concerning the offer/admission to trading of non-equity products" of this manual Submission to Consob Once finished entering the requested information, submission to Consob is possible by pressing the "Send" button: the System will produce a receipt of the submission. Figure 11 - Final Terms filing: print received By pressing the "Print" button, the System will produce a receipt in PDF format containing a summary of the entered data and including the registration number and the registration date. 14

15 It is possible to save the file in the user s computer or to print it. To view and/or print the file it is necessary to install the free application "Adobe Reader" or another application managing PDF (see Figure 12). Figure 12 - Final Terms filing: receipt It is always possible to re-issue this receipt through the search function of the filings, as described in paragraph

16 6.2. Submission of a notice If you wish to submit a notice 6 about Final Terms previously sent, it is necessary to select the button "Notices" available in the "Filings" menu on the left. The system is positioned on the mask of Figure 13. The mask shows a table with the list of the Final Terms available in the system and still valid 7. To create a notice relating to certain Final Terms simply click with the mouse on the icon in the column "Create Notice" on the line corresponding to the Final Terms for which you want to send a notice. Figure 13 - Selection of the Final Terms relating to the notice The system creates a filing form of the notice and shows the mask of Figure 14. The system requires a summary description of the notice and shows the data identifying the selected Final Terms document. Figure 14 Notice filing: filling in After completing the form, you can press the "Next" button and proceed to load the PDF file containing the notice. The procedures for selecting and uploading the files are similar to the ones specified in paragraph in relation to the Final Terms (see Figure 15). 6 By way of example, we refer to the notice to be published in accordance with article 8 of the Prospectus Directive. 7 The validity period of the Final Terms is calculated on the basis of the validity period of the base prospectus to which it relates. 16

17 Figure 15 Notice filing: documentation upload If the notice refers to amendment of the offering terms, the system automatically retrieves the information relating to these products and displays them in the table "Products List" of Figure 15. It is possible to amend some of the information concerning the offer (i.e. the offer period, the value etc.) of a particular product, by pressing the icon in the column "Modify" on the line corresponding to the desired product. The system opens a mask similar to the one of Figure 22 and following showing the information related to the selected product. For a complete guide to the compilation of the fields concerning the above information, please refer to paragraph 7 "Compilation of the information concerning public offer/admission to trading of non-equity products" of this manual. The fields concerning personal data cannot be amended whereas information concerning the offer is editable (see Figure 25). Once the editing is completed, it is necessary to press the button "Modify" on the last page of the form. The system will update the table of the products (see Figure 16). 17

18 Figure 16 - Notice filing: list of products In case you want to undo amendments to the product, press the icon in the column "Undo" on the line corresponding to the desired product. The system will update the table, cancelling any changes made. Once uploaded the necessary documents and made any changes to the products, it is possible to proceed with the dispatch of the notice by pressing the button "Send": the system will produce a receipt of the transmission similar to the one already described in the preceding paragraphs Amend final terms If a forwarded filings contains compilation errors or in case of need to replace the previously sent documentation, following adjustments made by the issuer itself, it is necessary to update Consob through the special function "Amend Final Terms" in the menu "Filings". By selecting this function, the system is positioned on the mask of Figure 17. Figure 17 - Amendment Filing: selection of Final Terms 18

19 The mask shows a table with the list of the Final Terms available in the system and still valid 8. To create an amendment filing relating to specific Final Terms, simply click with the mouse on the icon in the column "Amendment" on the line corresponding to the Final Terms to be rectified. The system creates a filing similar to the one of the Final Terms but already completely filled in with the data previously transmitted (see Figure 8). By pressing the "Next" button the system is positioned on the mask of Figure 18. Figure 18 - Amendment Filing: amendment of the documents and the data concerning financial instr. It is possible to replace a document previously sent using the appropriate function, indicated by the icon in the column "Operations" in the list of documents, or it is possible to change the information related to the products included in the Final Terms by using the same function available in the product list (see Figure 18). The functions are similar to those already described in the previous paragraph. After compilation, for the changes to take effect and properly disclosed to Consob, press the "Send" button present on the same mask. Even in this case, the system issues a receipt of correct reception of the filing. Note: Please pay special attention to the correct use of the Amendment function. In this regard, it is important to highlight, by way of example, that the issue of subsequent tranches of a given product are to be intended as new operations and do not constitute amendments. Therefore, the functions for the filing of new Final Terms have to be followed How to find a previous filing The user can view the list of previously sent filings, by activating the "Search" function in the menu "Filings" on the left. The search is activated by pressing the "Search" button in the top right corner of the mask of Figure 19. It is possible to indicate the type of filing to be selected among those available from the drop-down box. It is also possible to optionally enter a range of filing dates filling out the related fields ("Filing Date From - To"). 8 The validity period of the Final Terms is calculated on the basis of the validity period of the base prospectus to which it relates. 19

20 Figure 19 - How to find previous filings Once the search is done, it is possible to view and print the receipt of the filing by pressing the left of each filing included in the list (see Figure 20). icon to the Figure 20 - List of previously submitted filings 20

21 7. Compilation of the information concerning public offer/admission to trading of non-equity products As mentioned in the previous paragraphs (see par ), when communicating the Final Terms, the system requires certain detailed information about the transactions and the products. This paragraph aims to provide the user with a concise guide that explains how to complete the individual fields. In order to include such information, for each product, press the button "Add product" as shown in the following screen. Figure 21 - Final Terms filings: add a product The required information is structured into two main sections: 1. Product Attributes: where detailed information, with reference to the financial instrument to be offered/admitted to trading is provided regarding personal data, data on the financial structure, terms of repayment and guarantees/ranking; 2. Transaction Attributes: that contains information on public offer/admission to trading terms. The filling in process is divided into a total of 5 pages: once the compilation of a page is over, just press the "Next" button to proceed to the next page. Conversely, the "Back" button takes you back to the previous page without losing the information already entered. On each page there is a "Cancel" button which allows you to return to the mask of Figure 21 without confirming the entered data. In addition, there is a button "Clear" that allows to cancel the entered data while remaining in the mask of entering the product. In this case the system is positioned on the first page General rules For number fields with decimals (i.e. percentage and so on) the values must be entered with up to two decimals, with the exception of the field "Price" that lets you type a value up to four decimals. 21

22 For fields of type integer (tranche number, amounts) no decimals are permitted. The allowed character for separating decimals is the character ".". There must be no thousands separator. The fields of the type "date" can be filled out through a small calendar that appears automatically or can be filled out manually in the format "dd/mm/yyyy" Phase 1: product attributes Depending on the type of product and its features, filling out some fields may be optional. In any case, the system will guide the user when entering the information ISIN Code The field must be filled out by entering the ISIN code 9, code of 12 characters that uniquely identifies the product. If the product has an ISIN code not previously entered into the system, the user must fill out the three pages relating to the identification data. Conversely, if the ISIN code has been previously entered into the system for a previous operation, it is possible to retrieve the identification data of the product by typing its ISIN code and pressing the button positioned next to the field (see Figure 22). The information retrieved through the ISIN Code search function allows to automatically complete the phase of entering the identification data (phase 1 or the first three pages) and therefore to proceed to the next step of entering information on the transaction (phase 2). 9 ISIN stands for International Securities Identification Numbering, it is an identification code of the securities at international level; in Italy the ISIN code is assigned by the Bank of Italy (UIC). 22

23 Figure 22 - Phase 1: filling in product attributes (page 1) Product name The field must be filled out by entering the commercial name of the product as defined in the Final Terms Issuer This field indicates the issuer of the product. The field is automatically filled out with the information related to the issue/offeror that files the documentation and it can t be modified Financial Instrument Type The field is automatically filled out on the basis of the type of product selected in the initial screen when filling out the initial screen of the Final Terms. The following types are envisaged: Bonds Certificates Covered Warrant Certificates of deposit Exchange-traded Commodities/Exchange-traded Notes Products resulting from securitization transactions Credit-Linked Products Covered Bond Other non-equity products 23

24 Financial Instrument subtype The field must be filled out selecting a single value from those indicated in the appropriate drop-down menu. The available values depend on the type of financial instrument (see par ). If no item from the drop-down menu can properly qualify the financial instrument, it is possible to select the value "Other": in this case the system requires a brief description of the product Currency The field indicates the denomination currency of the product. The field must be filled out by selecting a single currency among those given in the appropriate drop-down menu 10. The field automatically displays the currency EURO; therefore, the issuer will be obliged to change it, whenever different Dual Currency The field indicates the possible existence of Dual Currency for the product. These are configurations for which there is no coincidence between the denomination currency of the product and the currency that will or could be used for one or more payments of the relative payoff Collateral The field indicates the possible existence of a collateral. The field must be filled out, by selecting one of the following types available in the appropriate drop-down menu: Not applicable Debt securities Receivables Commodities Other The value "Other" shall be selected if the collateral is i) different from the above indicated categories or ii) represented by a baskets made of different collateral categories as indicated above. In this case, a brief description of the collateral is required Capital protection The field must be filled out by indicating possible mechanisms of capital protection and the relevant protection level. The available options are: None Subordinated Partial Total 10 This is a subset of the currencies resulting from the ISO

25 Figure 23 - Phase 1: filling in product attributes (page 2) Type of underlying The field must indicate the type of underlying (i.e. in case of derivatives) or the parameter index of the financial instrument (i.e. in case of floating rate/mixed bonds) by selecting at least one value among those given in the mask 11 of Figure Name of underlying In presence of an underlying/indexing parameter (see ), this field must be filled out, by indicating the name of the underlying/indexing parameter of the product Product strategy The field indicates the type of link between the payoff (both in terms of periodic flows and at maturity) of the product and the performance of the relevant underlying. The available options are: Long Short Other 11 In case of floating rate/mixed bonds, whenever the parameter is, for example, indexed to Euribor, the field interest rates should be selected. 25

26 The item "long" indicates that there is a positive correlation of the payoff with the underlying value, drawing therefore benefit from increases of the latter. Conversely, in case of indexing "short" where there is a negative correlation. When it is not possible to qualify an unambiguous correlation with the underlying, because of the characteristics of the product, it is necessary to select the item other. In case the underlying is represented by configurations that replicate, with eventual leverage mechanisms, the performance of one or more underlying financial assets, the field must be filled out bearing in mind the link between the payoff and the performance of this/these underlying financial asset/assets Proprietary indexes The field indicates the possible presence of an index i) composed by the issuer or by any legal entity belonging to the same group or ii) provided by a legal entity or a natural person acting in association with the issuer or on his behalf. The field should only apply to products with the field "type of underlying/parameter indexing" filled out with "index" or "baskets of indexes" or "leverage indexes" or "baskets of leverage indexes" "Quanto" option The field indicates the possible (Yes / No / Not applicable) structure "quanto". Quanto option may be applicable when the payoff of the product is determined on the basis of one or more underlyings expressed in a currency different from the denomination of the product. To this end, when a sterilization mechanism ((known as quanto option) of the above currency risk - due to changes in the exchange rate between those currencies - is provided, the value "YES" has to be selected. Conversely, the value "NO". In the remaining cases, the field will be filled out with the value "Not applicable" Leverage effect The field indicates the possible presence of leverage mechanisms greater than 1 (in absolute value). Within the system, the leverage effect is intended as a mechanism that amplifies the returns of one or more underlyings and/or that determines an exposure greater than the invested capital and/or that implies a continuous use of the leverage as investment techniques. In some cases, the field will be pre-filled out Payoff description For all products other than those belonging to the subtype "fixed rate", the field must be filled out by providing a brief description of the payoff. For example, in case of structured bonds, indicate the formula used for the calculation of periodic cash flows and/or at maturity, for step up/step down bonds describe the progression rate etc. 26

27 Figure 24 - Phase 1: filling in product attributes (page 3) Guarantees The field must be filled out by selecting a single value from those indicated in the appropriate drop-down menu (see Figure 24). The available options are: No warranty Third party Guarantee Fund Other Subordination clauses Indicate any subordination clauses. The field must be filled out by selecting one of the possible options: None Tier II Other When selecting "Other", it is necessary to provide a brief description of the subordination clauses Issue date The field indicates the issuing date of the product. The field must be filled out by entering the information in the format "dd/mm/yyyy" or by using the calendar, available in the mask. 27

28 Maturity date The field indicates the expiration date of the product. The field must be filled out by entering the information in the format "dd/mm/yyyy" or by using the calendar, available in the mask. When no maturity date is provided (i.e. open end products) leave blank. In case the product provides repayment procedure by amortization of the loan, the payment date of the last capital share has to be taken into account Nominal value The field must be filled out by providing the denomination per unit whenever available Redemption procedure The field must be filled out, regardless of any early redemption option, by selecting a single value among the following: One single expiry at maturity date Repayment procedure by amortization of loan Not applicable In case of securities with no maturity (eg. Open end products), the option "Not applicable" shall be selected Redemption amount If the financial product is a bond 12, this field will indicate the ratio (in percentage) between the repayment amount and the denomination per unit. In case of repayment procedure by amortization of loan, the numerator of the ratio will be represented by the sum of all the repayment amounts Early redemption The field must be filled out by selecting a single value among those indicated in the appropriate drop-down menu, choosing from the following options: None Call Put Call/Put Automatic early redemption In case of automatic early redemption option, (so called autocallability), a flag should be placed in this field. 12 The same operation also applies to cases where the product belongs to the type "Covered bond" or "Products arising from securitization transactions". In case of products resulting from securitization transactions, the reimbursement value corresponds to the contractual value, regardless of the "limited recourse" nature of the security. 28

29 7.3. Phase 2: operation attributes Starting from page 4 of the input screen, the system requires compilation of the fields concerning the operation (see Figure 25). Similarly to Phase 1, the compilation of some fields may be optional in relation to the type of transaction. In any case, the system will guide the user when entering the information Type of operation Figure 25 - Phase 2: filling in operation attributes (page 4) The field must be filled out by selecting a single item between: Public offer, Admission to trading Public offer and Admission to trading. You can select "admission to trading" only if trading on a regulated market is envisaged and the Base Prospectus refers to admission to trading Offer period start date / end date If a Public Offer of the product is provided, the fields should be filled out by including the information in the format "dd/mm/ yyyy" or using the calendar, available in the mask Starting date of trading If Admission to trading on a regulated market is provided, the field must be filled out, entering the information, if available at the time of the filing, in the format "dd/mm/yyyy" or by using the calendar, available in the mask. 29

30 Total amount of the offer When Public Offer is provided, the field must be filled out with the total amount of the offer (calculated as issue price multiplied by number of securities - see Number of securities - and expressed in the denomination currency of the product). If the offered amount is unknown at the time of entering the Final Terms, an indicative amount shall be provided (i.e. the maximum expected value). When there is no Public Offer but only Admission to trading, the field must be filled out, if available, with the total amount admitted to trading (calculated as denomination per unit multiplied by number of securities - see Number of securities and expressed in the denomination currency of the product) Price When Public Offer is provided, the field must be filled out with the offering price in the denomination currency of the product. When there is no Public Offer but only Admission to trading, the field must be filled out, if available, with the so called indicative price in the denomination currency of the product Number of securities The field must be filled out with the total number of securities that will be offered or admitted to trading. If the amount is unknown at the time of entering the Final terms, an indicative amount must be provided (i.e. the maximum expected amount) Placement procedure When Public Offer is provided, the field must be filled out by selecting one or more options among the following: At company premises Out of office Means of distance communication Direct placing on the market Distribution When Public Offer is provided, the field must be filled out indicating at least one distributor. For each distributor, it is necessary to first select a kind of distributor among those available in the appropriate section and then proceed with the following procedures, depending on the type selected: i) If the option Issuer/Offeror has been selected, the field will be automatically filled out with the ii) name of the Issuer/Offeror; If the option "Subject of the issuer s group /Offeror" or "Third Party" has been selected, the user must manually fill out the field "name" by indicating the company name of the distributor. 30

31 Pressing the button "Add distributor" the subject is added to the underlying table of distributors. To remove a subject, previously entered by mistake, press the button marked with an "X" next to the name of the chosen person Trading venues, trading methods and intermediaries This field refers to the list of trading venues/trading methods of the security (or, in case of offer, where and how the security can be negotiated after placement). It is possible to specify the name of the market/connected intermediary for each trading method, by adopting input methods similar to those described for the "distributors". The trading methods must be selected among: Regulated Market (with indication of the market) MTF (with indication of the system) systematic Internaliser (indicating the Internaliser) unconditional commitment to repurchase among the service of dealing for own account (with indication of the person providing the service) possible repurchase among the service of dealing for own account (with indication of the person providing the service) other (with description). Being a list, it is possible to indicate more options even of the same kind. At least the indication of one kind is mandatory. In case of Admission to trading, it is mandatory to indicate at least one kind of "Regulated Market". Figure 26 - Phase 2: filling in operation attributes (page 5) 31

32 Tranche number The field indicates the number of tranches that refer to the transaction and should be filled out if the transaction envisages several tranches. If no tranches are provided, (or the operation refers to an individual issue), number "0" is automatically indicated by the system Tranche issue date This field refers to the issue date of the tranche and it must be filled out only in case of multiple tranches, or where the number of tranches is different from "0" Cost / Commissions The field shows the total amount of costs/commissions in percentage. The field is optional Entering and submission Once the fields have been filled out (phases 1 and 2), press the button "Enter" to confirm the included information (see Figure 26). The System carries out some pre-validations and updates the table of products in Figure 21. If the Final Terms document refers to multiple products, repeat the above steps for each product. Once the entering process is over, it is possible to submit the information to Consob following the procedures indicated in the preceding paragraphs. After submission, the system will produce a receipt of the filing with the submitted information. 32