ExtraMOT PRO Borsa Italiana’ answer to the Italian

corporates needs

Extr

aM

OT

(M

TF

with

settle

ment

via

Monte

tito

li or

Euro

cle

ar

and

Cle

ars

tream)

Eurobonds already listed on other EU regulated markets

“Branded” bonds issued by banks

Bonds, commercial papers, abs, project bond and debt notes only for professional

investors

Extr

aM

OT

(cle

aring o

nly

for

EU

R

US

D b

onds)

EX

TR

AM

OT

PR

O

MO

T

(Regula

ted M

ark

et)

Italian government bonds

Other debt securities settled in Monte Titoli

Eurobonds, foreign government/ supranational bonds and ABS settled via Euroclear and Clearstream

Do

mesti

cM

OT

(fu

lly c

lea

red

)

EU

RO

MO

T

(cle

arin

g o

nly

for

EU

R U

SD

bo

nd

s)

GREEN AND SOCIAL BONDS SEGMENT

Borsa Italiana’s

Fixed Income Markets Structure

ExtraMOT PRO

ExtraMOT PRO is an easy and

flexible access to the capital markets

for Italian companies that increases

the offer for corporates and

completes the fixed income offer for

investors

03/2013

03/2015

04/2016

10/2016

The launch of the market for the listing of commercial papers, bonds and notes with the aim of helping Italian corporates to take the opportunity and the fiscal benefit of the new regulatory framework

100 listed instruments for more than 5 billions of euro raised.

Official presentation of the new website fully dedicated to the market, ExtraMOT PROLinK

Italian corporates can distribute fixed income instruments by the ExtraMOT PRO trading platform

Introduction of the segment for green and social bond

03/2017

Borsa Italiana’s

proposal for corporates (1)

MOT

(Prospectus under EU Directive)

Loan

Agreement

Public Bond

High Yield

Private Placement

ExtraMOT

(EU Prospectus Directive not applicable)

Prospectus approved

by Consob

Prospectus approved

by a foreign authority

and «pass ported» in

Italy (with Italian

summary

Offer to

Retail/Institutional

on MOT via traditional placement

on MOT, distribution on trading platform

Institutional

on ExtraMOT PRO via traditional

placement

on ExtraMOT PRO, distribution on trading

platform

Borsa Italiana’s

proposal for corporates (2)

Why listing on ExtraMOT (1)

The company can use the trading platform also to distribute debt instruments, so as to access to the wide network of investors on Borsa Italiana and to provide a secondary market to the instruments with a unique procedure in an easy way

Wide network of professional investors

It’s the perfect stage to national and international investors for the Italian companies to approach the capital markets gradually and to gain credibility

Integration of the trading platform with Monte Titoli or International CSD; Witholding tax not applicable; issuance limit ex art 2412 Italian civil code not applicable; compliant with the «Raccomandazione Consob n. 0092492» on the public distribution

PRIMARY AND SECONDARY

MARKET ON AN UNIQUE

PLATFORM

DIVERSIFICATION

VISIBILITY

EASY ACCESS, COMPLIANT PROCESS

INTERNATIONAL BRAND

FLEXIBLE

COST EFFECTIVE

It’s the perfect stage to national and international investors for the Italian companies to

approach the capital markets gradually and to gain credibility

Fast listing procedure (no Consob)

Low listing fees and no Listing Sponsor mandatory

Issuance limit ex art. 2412 of the Italian Civil Code not

applicable

Withholding tax not applicable for foreign investors,

OICR, SPV

Possibility to use the trading platform also

for distribution

Offering memorandum, base prospectus or

admission documents

Italian or English for comunication

Financial Statements according to ITA

GAAP or IFRS

Rating not mandatory

Clearing via Monte Titoli or International

CSD

Optional specialist just bid only to have an

official price

Well Know market

(Leader in Europe for trades)

Wide network of professional

investors and institutional partners

High level ancillary services

(ExtraMOT PROLinK, education,

newsletter, media and social

coverage, Green and Social Bonds

segment)

Why listing on ExtraMOT PRO (2)

Distribution&Listing Requirements

- Bonds, commercial papers, notes, project bonds freely negotiable and settled via Monte Titoli or via Euroclear & Clearstream Luxembourg

- Annual financial statements (Italian GAAP or IFRS) for the last 2 years (audited the last one)

- Publication of a Prospectus or of an Admission Document, in accordance with the Market Rules

- In order to be added to the Green and Social Bonds segment, the environmental and/or social nature of the bonds should be certified by an independent third party entity.

- Publication of audited financial statements

- Disclosure of the rating if a public rating is assigned

- Inside information ex MAR (Precise and material Information which, if it were made public, would be likely to have a significant effect on the price of those financial instruments)

- Technical information (coupon, interest payment dates, early redemption, sinking schedule)

- Specific communication at least once a year regarding the actual use of proceeds to finance environmental and/or social projects for instruments in Green and Social Bonds segment

- Only for Professional Investors so as the approach is light in terms of listing and reporting requirements

- Possibility to use the platform also to distribute financial instruments

- No sponsor or listing partner avoiding indirect costs for the Issuer

- Order driven market with the option to have a specialist also bid only to have a secondary market and an official daily price

- BCE eligibility

Formal Requirements

Reporting Requirements Market

The distribution/listing procedure

PLANNING APPLICATI

ON

START OF DISTRIBUTION

/OFFERING PERIOD

ISSUANCE & ADMISSION TO

TRADING

ON GOING INFORMATION

• Definition of features, timeline and how to distribute instruments

• Corporate and advisors share features and timeline with Borsa, and together defined the issuance timeline

• Submission of the signed application form to (distribution and/) admission to trading with required docs

• Review of the completeness of the documentation by Borsa Italiana

If distribution also

via market, Borsa

publics a notice

with the first

distribution day up

to 7 working days

after the initial

submission if

complete and the

company publics

the admission

document

Borsa publics the notice with the first trading day (generally the issue date) on the day after the closing of the distribution/offering period*

Continuing obligation and reporting to Borsa and according to Market Abuse Regulation

* If traditional placement, only after the publication of admission document and communication of the total issued amount to Borsa by the corporate

2 working days after the closing of the offering period/Issue date could be the First trading day

Whitin 7 working days

Application form with standardized declarations to be flagged.

An example of application for corporate bonds on ExtraMOT PRO

The application

DO

CU

ME

NT

FO

R A

DM

ISS

ION

TO

D

IST

RIB

UT

ION

/LIS

TIN

G

Prospectus in accordance with the Prospectus Directive published less than 12 months

Admission Document with:

1) Responsability

2) Risk Factors

3) Information on the Issuer (par. 4.1 Annex IX Consob Regulation)

4) Management and governance

5) Principal Shareholders

6) Financial Information or last Financial statements

7) Description of notes

8) Listing

Borsa Italiana have

the discretionary

power for setting the

minimum

information:

the information from

1 to 6 could be

omitted if the issuer

is a listed company

on a Regulated

market or MTF

- Considering the

type of issuer,

instrument or

transaction, Borsa

Italiana can propose

different schemes

The admission document (1)

A description of the secific risk factors should be included in the minimum content of the Admission

Document.

The admission document (2)

Indebtness/

Leverage risk

Risks due to the

grant of

guarantees

Reliance on

suppliers/ clients

Risks of

insolvent

receivables

Risks associated

with transactions

with related

parties

Legal risk

Currency risks

Use of proceeds

Risks related to

the issuer’s

Industry

Liquidity risk

(if placement to

retail investors)

• In the phase of "primary" the distribution of the bonds takes place on the MOT through a market segment

dedicated and reserved for Public Offering

• All brokers belonging to ExtraMOT have access to the segment above

• The issuer shall designate one or more operators participating in the ExtraMOT to collect subscriptions

directly through the platform market

• The offer may take place during a continuous trading phase or by auction

• On the sell side, only those in charge to collect subscriptions can enter orders. Other intermediaries can

not access the sell side

• On the buy side, brokers can only conclude contracts at the price displayed from the parties in charge

• The listing procedure, the requirements and the admission document are the same of the admission to

trading to the secondary market, so the issuer can take some actions in advanced and the issuance

process becomes fully automatized

The distribution

Main technical characteristics of the service

The distribution – Plus

• To enlarge the financial contacts by the designated market operators, that now are arrangers and also dealers of the issuance

ACCESS TO A WIDE NETWORK

• To accelerate the fund raising diversification process with one or more designated market operators

FUND RAISING DIVERSIFICATION

• To automatize the whole issuance process, including the settlement phase because of the integration of ExtraMOT with the Italian and international settlement systems (Monte Titoli/Euroclear & Clearstream)

• To be compliant with the «Raccomandazione Consob n. 0092492 del 18-10-2016» regarding the distribution of financial instruments on trading platform

EFFICIENCY

• To ensure the fulfillment of requirements for admission to trading before the offering period, granting the maximum continuity between "primary market" and "secondary market

CONTINUITY WITH THE «SECONDARY MARKET»

• ExtraMOT –professional segment

• Defined by the issuer and the arranger

• Defined by the issuer at least two days after the closing period

• One or more interemediaries connected to the platform

Market

Distribution period

Settlement Date

Dealer

The distribution – the features

• The issue price could be defined at the end of the offering period

• market orders

• limit orders (at issue price)

• Fill-or-Kill (FOK)

• Immediate or Cancel (IOC)

• DAY

• Unique trading phase from 9.00 to 17.30

• Often 100.000 euros, as defined by the issuer in the terms & conditions

Issue price

Buy side orders

Distribution type

Minimum trading lot

The distribution on Continuos Trading

• Market order

• Good Till Cancel (GTC)

• Unique auction phase from 9.00 to 17.40

The distribution on Auction

Issue price

Buy side orders

Distribution type

Minimum trading lot

• The issue price could be defined at the end of the offering period

• Often 100.000 euro, as defined by the issuer in the terms & conditions

The orders on the book (Continuous Trading)

BID ASK

QUANTITY

QUANTITY PRICE PRICE

100 60,000,000

N. Orders

1

N. Orders

The book looks like this:

• on the Ask side will be always present the order of the operator in charge with a predetermined

price and with maximum amount equal to the amount offered that will shrink as they will

conclude contracts.

• any purchase orders with price other than the bid will be rejected automatically.

The operator

responsible for the

collection of

subscriptions stays

on the books on a

continuous basis

until the sell out of

the offered quantity

Intermediaries

participating in the

market enter orders at

best or limit price

equal to the offering

price that are

immediately executed

Order on the Book (Auction)

BID ASK

QUANTITY QUANTITY PRICE PRICE

100 60,000,000

Orders N

1

Orders N.

The book looks like this:

• On the Bid side the book will report all the proposals entered during the period of distribution at

the offering price. Orders must be placed with parameter GTC (Good Till Cancel) in order to

remain on the book during the entire period of distribution.

Any purchase orders with price other than the offering price will be rejected automatically.

• On the Ask side the distributor will display the total amount, at the offer price, only at the end of

the distribution period. The order entry will trigger at the end of the session of the day, the

auction mechanism (with possible allotment).

The operator in

charge will place

the order for sale

only at the end of

the distribution

period by snapping

the auction

mechanism

Intermediaries

participating in the

market enter orders with

limit price equal to the

offering price. The

contracts will be

executed only after the

insertion of the ask

order that will trigger the

auction mechanism.

100 13,000,000 1

100 30,000,000 1

100 20,000,000 1

100 10,000,000 1

Visibility: ExtraMOT PROLinK

Bilingual web site that helps corporates to the brand

enhancement to financial markets, international clients and

suppliers

IR web site free of charge that

helps corporates to financial

communication

Green and Social bonds segment

An opportunity for Italian corporates to

attract more istitutional investors thanks to

the possibility of clearly identify a list of

instruments whose proceeds are destined

to finance projects which benefit or impact

environmental and/or social

Listing fees

Traditional placement

2.500 eur for each financial instrument (FI)

20% discount on the listing fees of bonds included in the basket of the ABS when both ABS and bonds used as collateral are admitted to trading contextually

2,500 eur for the admission of i) up to 5 bonds ii) with day to maturity below one year, iii) admitted in the same calendar year (January to December). Each additional security in excess of 5 with a maturity below 1 year and admitted on the same year will be charged 500 eur

500 eur if FI is already listed or admitted on a regulated market or an MTF

Distribution on trading platform

Max (4.500€; % of Raised Outstanding)

One-off fee at the listing moment; no periodic

fee

The one-off fee, to be paid at the time of the

placement that includes also trading fees

during distribution; no periodic fee

Raised outstanding %

da a

€ 0 € 100 milions 0,0100

€ 100 milions € 300 milions 0,0050

oltre € 300

milions

0,0025

This presentation contains text, data, graphics, photographs, illustrations, artwork, names, logos, trade marks, service marks and information

(“Information”) connected with Borsa Italiana S.p.A. (“Borsa Italiana”). Borsa Italiana attempts to ensure Information is accurate, however Information is

provided “AS IS” and on an “AS AVAILABLE” basis and may not be accurate or up to date. Information in this presentation may or may not have been

prepared by Borsa Italiana but is made available without responsibility on the part of Borsa Italiana. Borsa Italiana does not guarantee the accuracy,

timeliness, completeness, performance or fitness for a particular purpose of the presentation or any of the Information. No responsibility is accepted by or

on behalf of Borsa Italiana for any errors, omissions, or inaccurate Information in this presentation.

The publication of this presentation does not represent solicitation, by Borsa Italiana, of public saving and is not to be considered as a recommendation by

Borsa Italiana as to the suitability of the investment, if any, herein described.

No action should be taken or omitted to be taken in reliance upon Information in this presentation. We accept no liability for the results of any action taken

on the basis of the Information.

Borsa Italiana S.p.A

Piazza Affari, 6

20123 - Milano

www.borsaitaliana.it