[Last updated: 1 January 2024, unless otherwise noted]

A company listed on the EXM is subject to a number of continuing reporting obligations, some of which are periodic (such as, among others, the duty to file with Borsa Italiana the annual calendar of corporate events, and the duty to make available to the public the annual financial reports), while others are event-driven. Events requiring disclosure include, among others, notices of general meetings and certain related information, dividend distribution, issuance of new shares and the agreement or exercise of exchange or conversion rights, warrants, redemption and subscription rights. These obligations vary depending on the type of issuer.

Inside information

A company whose shares are listed on the EXM is subject to the general obligation to publish all "inside information" (informazione privilegiata—see below for the definition) that affects the company, or its subsidiaries, without any undue delay. Inside information typically includes all material non-public information that is price sensitive, such as major agreements, acquisitions or divestitures, major losses, insolvencies, or loss of key personnel, among others.

The report published by the company must contain all the elements required to have a full and clear view of the events and circumstances as well as links and comparisons with previous reports.

Any significant change to the inside information published before must be disclosed to the public without undue delay.

The disclosure of inside information to the public and the marketing of own activities by the company must be kept separate so as not to be misleading.

The disclosure to the public should be made in a manner that, as far as possible, is synchronized among all the different categories of investors and all the countries in which the company has requested or has had approved the admission to trading of its financial instruments on a regulated market.

Under certain circumstances, a company may self-exempt itself from the obligation to promptly disclose inside information, such as in the case of pending negotiations.

Other information

A company with shares listed on the EXM must also disclose to the public the following information and documents:

• Any accounting situations that will be included in the financial statements, in the consolidated financial statements or in the condensed semiannual financial statements, as well as any information or accounting situations that will be included in any interim report on operations (i) where such accounting situations are transmitted to third parties, except where this transmission occurs in the regular exercise of the activity, profession, function or office and such third parties are required to keep such information or report confidential by way of a legal, regulatory, contractual requirements or is required by the bylaws, or (ii) where such accounting situations or information have reached a sufficient level of certainty.
• The resolutions with which the competent body approves the financial statements, the dividend distribution proposal, the consolidated financial statements, the condensed semiannual financial statements and the interim reports on operations.

Insider dealing

Pursuant to article 7 of the EU Regulation of 16 April 2014, no. 596 concerning market abuses (MAR) "privileged information" is deemed to be any information of a precise nature, which has not been made public, relating, directly or indirectly, to the issuer or to the financial instruments of the issuer, and which, if made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.

Information has a precise nature where (a) it refers to a set of existing circumstances or circumstances that it is reasonable to assume will occur in the future, or to the occurrence of an event that it is reasonable to assume will occur in the future, and (b) it is sufficiently accurate that it may be used to reach a conclusion regarding the effect of the aforementioned circumstances and events on the price of the instruments. Information that, if it were made public, could have a significant effect on the price of the instruments, is deemed to be any information that it is reasonable that a rational investor would use as one of the elements to take an investment decision.

Any person possessing inside information by virtue of being a shareholder, director, auditor, top manager or officer in an issuer, or by virtue of carrying out any working activities, profession or office, must refrain from carrying out any of the following actions:

• Purchase, sell, either by himself or through a third party, directly or indirectly, financial instruments, using the inside information.
• Cancel or amend an order concerning a financial instrument to which the information relates, where the order was placed before the person concerned possessed the inside information.
• The use of the recommendations or inducements where the person using the recommendation or inducement knows or ought to know that it is based upon inside information.

Market abuse

Under MAR, market manipulation comprises, among others, the following activities and behaviors (which may be subject to administrative and criminal sanctions):

• Entering into a transaction, placing an order to trade or any other activity or behavior which affects or is likely to affect the price of one or several financial instruments, which employs a fictitious device or any other form of deception or contrivance.
• Transmitting false or misleading information or providing false or misleading inputs in relation to a benchmark where the person who made the transmission or provided the input knew or ought to have known that it was false or misleading, or any other behavior which manipulates the calculation of a benchmark.
• The conduct by a person, or persons acting in collaboration, to secure a dominant position over the supply of or demand for a financial instrument, related spot commodity contracts or auctioned products based on emission allowances which has, or is likely to have, the effect of fixing, directly or indirectly, purchase or sale prices or creates, or is likely to create, other unfair trading conditions.
• The buying or selling of financial instruments, at the opening or closing of the market, which has or is likely to have the effect of misleading investors acting on the basis of the prices displayed, including the opening or closing prices.