Special Newsletter | MEASURES TO SUPPORT CAPITAL COMPETITIVENESS

On 27 February 2024, the Italian Senate definitively approved the bill – already approved by the Italian Chamber of Deputies with amendments on 7 February – on measures to support the competitiveness of capital (the “DDL Capitali”).

The DDL Capitali contains measures to stimulate the growth of the Italian capital market, favouring the access and permanence of companies in the financial markets without reducing the safeguards to protect investors and market integrity.  In particular, the DDL Capitali constitutes an organic reform aimed at incentivising the listing of companies in Italy, also in order to support companies that aim to grow and increase their competitiveness through recourse to the capital market.

Taking up the informative elements and operational suggestions summarised in the documents prepared in previous years[1] , the DDL Capitali intervenes by modifying the current regulatory framework with measures on market access and permanence aimed at making the information provided by companies more usable and also at encouraging the repatriation of Italian companies listed on foreign markets.

The approved text will enter into force after publication in the Italian Official Journal (Gazzetta Ufficiale).

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Below is an analysis of the main amendments introduced by the DDL Capitali.

ART. 1 – ALTERNATIVE TECHNIQUES FOR ADMISSION TO TRADING

Changes to the current regulatory framework

Article 1 supplements Article 30(2) of the Consolidated Law on Finance – Legislative Decree No. 58 of 1998 (the “Consolidated Law on Finance”) by introducing a new exemption from the regulation of off-premises offers, applicable to offers – to sell or subscribe for treasury shares or other financial instruments issued by the issuer – that allow the acquisition or subscription of such shares (i) if made by issuers listed on regulated markets or multilateral trading facilities (each, an “MTF”) in Italy or in countries of the European Union, and (ii) provided that they are made by the issuer through its directors or its management staff for amounts greater than, or equal to, EUR 250,000.

The rationale of the amendment

Pursuant to the Consolidated Law on Finance, contracts containing an off-premises offer, i.e., the promotion and placement of financial instruments to the public in a place other than the registered office or premises of the issuer, have a suspended effectiveness for the duration of 7 days from the date of subscription by the investor, who is entitled to withdraw (without charge or consideration to the qualified financial advisor). By broadening the cases of exemption from these rules, the DDL Capitali simplifies and accelerates the admission to trading to the so-called ‘self-placing‘ cases, for which there is no clear need for investor protection.

The exemption does not apply with respect to shares issued by Sicavs and Sicafs.

ART. 2 – EXTENSION OF THE DEFINITION OF THE CATEGORY OF SME ISSUERS OF LISTED SHARES

Changes to the current regulatory framework

Article 2 amends letter w-quater.1) of Article 1 of the Consolidated Law on Finance, extending the definition of SMEs to all issuers with a market capitalisation of less than EUR 1 billion.

The rationale of the amendment

Currently, the Consolidated Law on Finance establishes that, without prejudice to the provisions of other legal provisions, companies issuing listed shares that have a market capitalisation of less than EUR 500 million are to be considered SMEs, except for issuers of listed shares that have exceeded this limit for 3 consecutive years.  The raising of this threshold to EUR 1 billion as a result of the DDL Capitali will entail the application of a number of regulatory simplifications to a larger number of smaller entities, in compliance with the principle of proportionality.  Indeed, for issuers that qualify as SMEs:

1) with regard to the transparency of ownership structures, the minimum threshold of significant shareholdings to be disclosed pursuant to Article 120 of the Consolidated Law on Finance is raised from 3% to 5%;

2) with reference to mandatory takeover bids: (a) the additional 25% takeover bid threshold is set only for companies that are not SMEs; (b) SME issuers may set, by statute, a mandatory takeover bid threshold other than 30% as long as it is between 25% and 40%; and (c) SME issuers may exercise the statutory opt-out of the mandatory consolidation takeover bid obligation in the first 5 years after listing.

ART. 3 – DEMATERIALISATION OF SMALL AND MEDIUM-SIZED ENTERPRISES’ SHARES

Changes to the current regulatory framework

Article 3 introduces the possibility of dematerialising the shares of small and medium-sized companies. The rules on centralised management in dematerialised form (from Article 83-bis to Article 83-quaterdecies of the Consolidated Law on Finance) will apply to book-entry shares.  The updating of SMEs shareholders’ register will therefore follow different rules for:

1) not dematerialised shares of SMEs (in this case, “the names of the shareholders, the shareholding pertaining to each category, the payments made on the shareholdings, as well as changes in the persons of the shareholders must be indicated in the shareholders’ register, separately for each category”);

2) dematerialised shares of SMEs (in this case, “the company is required to update the shareholders’ register in accordance with the provisions of Article 83-undecies, paragraph 1”). The rules on the duties of the intermediary (Art. 83-novies) and on the identification of shareholders (Article 83-duodecies) of the Consolidated Law on Finance are thus replicated for these shares.

In order to allow for the reconciliation with the previous regulation, the new provision also amends: (i) Article 26 of Legislative Decree No. 179 of 2012, setting forth ‘Further Urgent Measures for the Country’s Growth’, converted into Law No. 221 of 2012; and (ii) Article 100-ter of the Consolidated Law on Finance on crowdfunding offers (the regime of dematerialised shares is envisaged as an alternative to that of S.r.l. shares subscribed on crowdfunding portals).

The rationale of the amendment

By granting the use of the dematerialised instrument also to small and medium-sized enterprises, the DDL simplifies the procedures and reduces the costs and administrative burdens associated with the issuance and transfer of the quotas in question, thus favouring the opening to the market of SMEs and innovative start-ups.

ART. 4 – REFORM OF THE RULES GOVERNING ISSUERS WITH WIDELY HELD FINANCIAL INSTRUMENTS (“EMITTENTI AD AZIONARIATO DIFFUSO”)

Changes to the current regulatory framework

Paragraph 1 of the article under review proposes to significantly lighten the rules applicable to widely held issuers.  Of the proposed amendments to the Consolidated Law on Financial Intermediation, the most important are those relating to:

1) Article 83-sexies, paragraph 3 of the Consolidated Law on Finance, where it is proposed to delete the rule imposing a two-day non-holiday period for the registration in the account of the person entitled to vote;

2) Article 102(4) of the Consolidated Law on Finance, whereby it is proposed to (i) eliminate the 30-day approval period for offers having as their object or consideration financial products that are circulated among the public; and (ii) provide for such 30-day period in relation to public offers to purchase or exchange financial products traded on MTFs;

3) Article 114-bis of the Consolidated Law on Finance, which provides that the rules set forth therein for share-based compensation plans in favour of members of the board of directors or the board of management, employees or collaborators not linked to the company by employment relationships, or members of the board of directors or the board of management, as well as employees or collaborators of other parent companies or subsidiaries, apply only to listed issuers; it is therefore proposed to repeal paragraph 2, which provides that the foregoing provisions also apply to issuers of securities that are widely distributed;

4) Articles 116 and 118(2) of the Consolidated Law on Finance concerning issuers with widely held financial instruments and the disclosure obligations of such issuers set forth in Article 114(5) and (6), which it is proposed to repeal (with, inter alia, the consequent deletion of the definition of “Issuers with widely held financial instruments ” set forth in Article 2-ter of Consob Regulation No. 11971/99 (the “Consob Regulation”), which it is proposed to introduce directly into the Italian Civil Code in the new Article 2325-ter, see below);

5) Article 148-bis of the Consolidated Law on Finance, where it is proposed to specify that the rules on the accumulation of offices described in that provision do not apply to issuers of widely held financial instruments.

Furthermore, Article 4:

  • in paragraph 2, repeals Article 19-bis of Legislative Decree No. 39 of 2010, concerning the ‘New Audit Directive, with the consequence that companies issuing financial instruments that are widely circulated among the public will no longer be included among the ‘entities subject to an intermediate regime’, which are subject to stringent obligations (such as, for example, those relating to the appointment of the audit firm for a nine-year period, which will therefore last three financial years);
  • it introduces Article 2325-ter of the Civil Code, entitled ‘Companies issuing widespread financial instruments, which sets out the requirements that Italian issuers must meet to qualify as issuers of shares or bonds that are widely distributed among the public[2] ;
  • amends Article 2341-ter of the Civil Code, providing that shareholders’ agreements of companies with shares traded on MTFs must be published and declared at the opening of each shareholders’ meeting, so that they are transcribed in the relevant minutes, which will then be filed with the company registry office;
  • modifies the scope of application of Article 2391-bis of the Civil Code, providing that only the boards of directors of companies with shares listed on regulated markets must adopt rules ensuring the transparency and substantive and procedural fairness of transactions with related parties.

The rationale of the amendment

The changes made by the DDL ‘order’ the current discipline of issuers of widespread financial instruments, characterised by the existence of several parallel disciplines (one of European derivation connected to MTFs and SME growth markets, and the other of national derivation) that insist on companies that intend to pursue a path of opening up to the capital market.  Hence, the need for an overall reform of the discipline on the subject that takes into account the regulatory developments also promoted by the European legislator and that are functional to achieving a correct balance between (i) the need for capital market development and (ii) investor protection.

ART. 5 – EXTENSION TO COMPANIES WITH SHARES TRADED ON MTFS OF THE OPTION TO DRAFT FINANCIAL STATEMENTS IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STARDARDS

Changes to the current regulatory framework

Article 5 amends Article 2(1) of Legislative Decree No. 38 of 2005, concerning ‘Further Urgent Measures for the Country’s Growth, introducing the option for companies with shares traded on multilateral trading systems to draft their financial statements in accordance with international accounting standards.

The rationale of the amendment

The DDL expands the number of entities that are given the option of drawing up their financial statements in accordance with international accounting standards, thus furthering the harmonisation of accounting rules that, in recent years, has been one of the main objectives of the European Community to facilitate the development and efficiency of European financial markets.

ART. 6 – FLOAT PROVISIONS

Changes to the current regulatory framework

Article 6 amends Article 112 of the Consolidated Law on Finance by eliminating the discretionary power granted to Consob to increase – for individual companies – the percentage provided for in Article 108 of the Consolidated Law on Finance.

The rationale of the amendment

The elimination of the aforementioned power of Consob represents the will of the DDL to harmonise the Italian regulatory system with other European legal systems, where no such power exists.

ART. 7 – AMENDMENTS CONCERNING SUBSCRIPTIONS FOR BONDS AND DEBT SECURITIES

Changes to the current regulatory framework

Article 7 amends Articles 2412 and 2483 of the Civil Code by providing:

1) a waiver of the constraints provided for the issue of bonds and debt securities, respectively, for S.p.A. and S.r.l., where such issue is intended to be subscribed exclusively by institutional investors; the company may thus issue bonds for a total sum exceeding twice the share capital, the legal reserve and the available reserves resulting from the latest approved financial statements when the subscription and subsequent circulation is reserved solely for professional investors; and

2) an exemption from the obligation to interpose – for the purpose of ensuring solvency – by a professional investor subject to prudential supervision.

The rationale of the amendment 

The amendments that the DDL intends to make to Articles 2412 and 2483 of the Civil Code are aimed at facilitating the issuance of debt securities by corporations not listed on regulated markets.

ART. 8 – SIMPLIFICATION OF LISTING PROCEDURES

Changes to the current regulatory framework

Article 8 amends Articles 66-bis and 66-ter of the Consolidated Law on Finance with the aim of deleting the possibility granted to Consob, respectively, to

1) determine, by its own regulations, the listing requirements for subsidiaries, established and regulated by the laws of non-EU states, and for financial companies whose assets consist exclusively of participations; on the other hand, the provisions prohibiting the listing of shares of subsidiaries subject to management and coordination remain in force;

2) suspend for a limited time decisions to admit to listing ordinary shares, bonds and other financial instruments issued by entities other than EU Member States, EU banks and companies with shares listed on a regulated market, as well as decisions to exclude shares from trading.

The rationale of the amendment 

The DDL’s intervention on Consob’s prerogatives is aimed at simplifying the procedures for admission to trading as well as at eliminating the procedural burdens that have emerged in practice.  In addition, the Italian regulatory system would be aligned with the intervening harmonisation of the minimum requirements for admission to a regulated market under European Union law – MIFID II, as well as with the listing procedures of other European countries.

ART. 9 – AMENDMENTS TO THE RULES ON THE APPROVAL OF PROSPECTUSES AND LIABILITY OF THE INTERMEDIARY RESPONSIBLE FOR THE PLACEMENT

Changes to the current regulatory framework

Article 9:

1) amends Article 94(2) of the Consolidated Law on Finance by specifying that, with regard to public offerings, the terms for approving the prospectus run from the date of submission of the draft prospectus. If Consob ascertains that such draft does not meet the criteria of completeness, comprehensibility and consistency necessary for its approval or that amendments or additional information are required, the procedure and time limits set forth in Article 20 of Regulation (EU) 2017/1129 (the so-called “Prospectus Regulation“) shall apply in accordance with the proportionate approach set forth in Article 41 of Delegated Regulation (EU) 2019/980; and

2) repeals paragraph 7 of Article 94 of the Consolidated Law on Finance, which currently provides for the liability of the intermediary responsible for the placement for false information or omissions likely to influence the decisions of a reasonable investor.

The rationale of the amendment 

The amendment of the DDL concerning the time limits for the approval of the prospectus helps to reduce the interpretative uncertainties related to the time limits for the investigation and allow for an efficient and timely review and approval of the prospectus.

With regard to the amendment concerning the placement intermediary’s liability, the same contributes to aligning the Italian regulatory framework with the European one, which has never provided for such figure in its regulations.  In any case, the investor protection rules set forth, inter alia, in Articles 21 of the Consolidated Law on Finance and 34-decies of the Consob Regulation, 95, paragraph 2, of the Consolidated Law on Finance and 34-sexies of the Consob Regulation, as well as the provisions on market abuse, remain unaffected.

ART. 10 – REPEAL OF THE OBLIGATION TO REPORT TRANSACTIONS BY CONTROLLING SHAREHOLDERS

Changes to the current regulatory framework

Article 10 repeals Article 114(7) of the Consolidated Law on Finance, thereby removing the obligation to report to Consob any internal dealing transactions carried out, including through an intermediary, by controlling shareholders or persons holding at least 10 per cent of the company’s capital.

The rationale of the amendment 

By removing this obligation, the DDL brings the Italian regulatory framework into line with the European one.  The additional investor protection safeguards through which the disclosure of information on transactions involving the issuer’s shares that may have an impact on the market is carried out remain in place. In particular, Consob may always require, even in general terms, the disclosure of material information to the public, as well as exercise its powers of information supervision and inspection, pursuant to Articles 114(5) and 115(2) of the Consolidated Law on Finance, respectively.

ART. 11 – SHAREHOLDERS’ MEETINGS

Changes to the current regulatory framework

Article 11 introduces Article 135-undecies.1 into the Consolidated Law on Finance, allowing, in the cases contemplated by the articles of association, the shareholders’ meetings of listed companies and those admitted to trading on a MTF to be held exclusively through the representative designated by the company, to whom the shareholders may grant proxies or sub-delegations pursuant to Article 135-novies of the Consolidated Law on Finance.

For listed companies, no motions may be presented at the shareholders’ meeting and those entitled to vote may individually present motions for resolutions on the items on the agenda – and/or on other items where permitted by law – no later than the fifteenth day prior to the date of the first or only call of the shareholders’ meeting.  This is without prejudice to: (i) the provisions of Article 126-bis, paragraph 1, first sentence, of the Consolidated Law on Finance concerning additions to the agenda; (ii) the receipt by the company of the notice provided for by Article 83-sexies of the Consolidated Law on Finance.

Furthermore, it is provided that the right to ask questions may only be exercised prior to the meeting.

Paragraph 2 of Article 11 under review then provides that the deadline set forth in Article 106(7) of Decree-Law No. 18 of 17 March 2020 is postponed to 31 December 2024Accordingly, listed companies and MTF issuers will be able to continue to provide for intervention and voting in shareholders’ meetings exclusively through the designated representative throughout the current year, regardless of whether or not the relevant clause is present in their articles of association.

The rationale of the amendment 

The provisions introduced by the DDL Capitali make permanent the provisions of Article 106, paragraphs 4 and 5, of Decree-Law No. 18 of 2020, entitled ‘Measures to strengthen the National Health Service and provide economic support for families, workers and businesses in connection with the COVID-19 epidemiological emergency’ and introduced during the Covid-19 pandemic, in order to reconcile the shareholders’ right to participate and vote in the shareholders’ meeting with the security measures imposed by the Government. The possibility of continuing to conduct the shareholders’ meeting exclusively through the designated representative also aligns with the long-standing development of the three-stage shareholder decision-making model: the presentation by the board of directors of proposed resolutions for the shareholders’ meeting; the making available of reports and relevant documentation to the public; and the expression of the shareholder’s vote on the board of directors’ proposals.  In this context, the role of the shareholders’ meeting is no longer strictly related to an informative, debating and confrontational function for the purpose of defining the voting decision to be expressed, but is reduced to a moment in which institutional investors and asset managers express a vote that has already been defined well before the shareholders’ meeting event.

ART. 12 – LIST OF THE BOARD OF DIRECTORS

Changes to the current regulatory framework

Article 12 provides for the insertion of a new Article 147-ter.1 into the Consolidated Law on Finance, pursuant to which the bylaws of listed companies may provide that the outgoing board of directors shall submit its own list for the election of new members of the board of directors (the ‘Outgoing Board List‘). In this case:

1) the Outgoing Board List must be approved by a vote in favour of two thirds of its members and must contain a number of candidates equal to the number of members to be elected plus one third;

2) the outgoing Board List thus formed must be filed and made public at least 40 days prior to the date of the shareholders’ meeting (with reference to the lists submitted by shareholders, they must be filed with the issuer at least 25 days prior to the date of the shareholders’ meeting and published at least 21 days prior to the latter);

3) in the event that the outgoing Board List obtains a majority of votes at the shareholders’ meeting, it is provided that

a) the number of members due to the Outgoing Board List shall be established once the number of members due to the minority list(s) has been determined, as described below;

b) the Shareholders’ Meeting shall proceed to a further individual vote on each candidate presented in the Outgoing Board List, after which the candidates obtaining the highest number of votes shall be elected (according to the number of members to be assigned); in the event of a tie between candidates, the procedure shall be based on the sequential order in which they are listed in the Outgoing Board List;

c) for the election of the candidates of the minority list(s):

  • if the total number of votes collected by the first two minority lists in order of consensus is no more than 20% of the total votes cast, a number of members not less than 20% of the members of the body shall be drawn from these lists; these members shall be distributed among the aforesaid minority lists in proportion to the votes obtained by each of them;
  • in the event that the total number of votes collected by the first two minority lists in order of consensus is more than 20% of the total votes cast, all the minority lists that have obtained at least 3% of the votes shall participate in the distribution of seats on the board in proportion to the votes obtained by each list; for the purposes of calculating the distribution of the components due to these lists, the votes of the minority lists that have not reached the 3% threshold shall be allocated to the minority lists that have exceeded that threshold, in proportion to the votes obtained by the latter;

4) moreover, again in the event that the Outgoing Board List is the one that received the highest number of votes at the shareholders’ meeting, the Articles of Association shall provide that the endo-consultative committee set up for internal control and risk management shall be chaired by 1 independent director identified among the directors elected from the minority lists.

In the event that only the Outgoing Board List is submitted, all of the directors to be elected shall be drawn from the latter; however, nothing is provided for the moment being in the event that the Outgoing Board List does not obtain a majority of the votes.

Article 12 of the DDL Capitals also:

  • empowers Consob to implement the new Article 147-ter.1 of the Consolidated Law on Finance within 30 days of its entry into force;
  • requires issuers to adapt their articles of association to the provisions of Article 147-ter.1 in such a way as to enable their application as of the first shareholders’ meeting called for a date after 1 January 2025.

The rationale of the amendment  

Through the introduction of the new Article 147-ter.1 of the Consolidated Law on Finance, the possibility for listed issuers to provide in their bylaws that the outgoing board of directors may submit its own list is now expressly recognised. The new regulatory provision thus responds to a ‘need’ already manifested in the past and acknowledged by practice and doctrine, as, moreover, confirmed by the indications contained in Recommendation No. 19, letter d), of the corporate governance code for listed companies adopted by Borsa Italiana.  Moreover, by bringing forward to 40 days the deadline for the publication of the Outgoing Board List, shareholders (who will be able to view it before the deadline for submitting their own list) are implicitly allowed to decide not to submit further nominations.

ART. 13 E ART. 14 – PROVISIONS ON MULTIPLE AND EXTENDED VOTES 

Changes to the current regulatory framework

With reference to unlisted companies, Article 13 amends Article 2351(4) of the Civil Code by increasing the number of votes that may be assigned to each multiple-voting share by the articles of association from 3 to 10.

On the other hand, thanks to Article 14 of the DDL, listed companies can provide in their articles of association that:

1) each share that has already accrued the “ordinary” vote may be attributed an additional vote at the end of each subsequent 12-month period during which the share has belonged to the same person, up to a maximum total of 10 votes per share;

2) shareholders who did not participate in the approval of the amendment to the articles of association for the purpose of introducing the so-called ‘enhanced’ surcharge will have the right of withdrawal pursuant to Article 2437 of the Civil Code[3].

The DDL Capital also provides for:

  • an exemption from the mandatory tender offer obligation where such obligation arises from the thresholds being exceeded as a result of an increase in voting rights, where such increase is the consequence of a merger, cross-border transformation or proportional demerger carried out pursuant to Legislative Decree No. 19/2023, provided that there is no change in the direct or indirect control relationship over the company resulting from such transactions;
  • in the case of extraordinary cross-border merger, demerger or transformation operations, the by-laws of the company resulting from the operation that is listed or in the process of being listed may provide that, for the purpose of calculating the continuous period of 24 months for the accrual of the “ordinary” additional voting rights, the period of uninterrupted ownership accrued in the company being merged, demerged or transformed is also relevant.

The rationale of the amendment  

By increasing the number of votes for multiple voting shares, the DDL favours the openness of the choice of Italy as a constituent state.

Instead, with the changes to the majority voting rules, new investment opportunities are created in Italy and capital market use is generally encouraged.

ART. 17 – SIMPLIFICATION OF THE MODALITIES OF REPRESENTATION FOR THE EXERCISE OF VOTING RIGHTS IN SHAREHOLDERS’ MEETINGS 

Changes to the current regulatory framework

Article 17 amends Article 24(1)(c) of the Consolidated Law on Finance and derogates from Article 2372 of the Civil Code by providing for the possibility of vesting a portfolio manager with the power to exercise voting rights for several shareholders’ meetings, instead of a single shareholders’ meeting.

The rationale of the amendment  

The amendment made by the DDL is the result of the transposition into Italian law of the provisions set forth in Directive (EU) 2017/829 (the so-called Shareholders’ Rights Directive – SRD II) aimed at fostering the exercise of shareholders’ rights (including voting rights) and an active role of asset managers and institutional investors in the governance of investee companies, with the objective of creating long-term value, also in view of the new challenges relating to sustainability. In fact, the intervention of the DDL makes it possible to reduce the asymmetry of the Italian legal system, which is the cause of negative effects on the competitive capacity of Italian funds, with that of the other Member States where, not only are there no similar constraints, but it is also possible for asset managers to set up mutual funds even for individual institutional investors, thus being able to directly exercise the voting rights relating to the financial instruments managed.

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Pursuant to Article 19 of the DDL Capitali, the Government is delegated to adopt one or more legislative decrees for the organic reform of the provisions on capital markets within 12 months from the date of entry into force of the measure.

 

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Notes: 

[1] These include the report commissioned in 2020 by the Italian Ministry of Economy and Finance “OECD Capital Market Review of Italy for 2020: Creating Growth Opportunities for Italian Companies and Savers (OECD Capital Market Series)” and the 2022 “Libro Verde” on the competitiveness of Italian financial markets to support growth.

 

[2] As for share issuers, they must: (i) have more than 500 shareholders (other than shareholders owning more than 3% of the share capital) with an overall percentage of share capital of at least 5%; and (ii) exceed at least two of the three thresholds indicated in Article 2435-bis, paragraph 1 of the Civil Code for the preparation of abridged financial statements, i.e. €4,400,000 in total assets in the balance sheet, €8,800,000 in revenues from sales and services and 50 employees employed on average during the year.

As for bond issuers, they must have issued bonds with a total nominal value of no less than EUR 5 million and with a number of bondholders exceeding 500.

 

[3] The DDL does not address Article 127-sexies of the Consolidated Law on finance, which provides, among other things, that:

1) the articles of association of listed companies may not provide for the issue of multiple-vote shares;

2) listed companies may maintain the multiple-voting shares issued prior to listing and, in order to keep the relationships between the various classes of shares unchanged, may issue additional multiple-voting shares (solely to those who already hold them), but only in the following cases (a) free capital increase or through new contributions without exclusion of pre-emptive rights; (b) merger or demerger;

3) the articles of association of listed companies that provide for multiple voting shares may not introduce the provisions on the increase of voting rights