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

There are no jurisdictions of incorporation or industries that would not be acceptable for a listed company.

There is essentially no difference in listing requirements between a foreign company and a domestic company.

Requirements applicable to a share issuer

Any company applying for listing of shares must have published (pursuant to its national legislation) financial statements (including consolidated financial statements) covering the last three financial years. At least the most recent financial statements, including the consolidated financial statements, must be audited by a chartered auditor or by a licensed auditing firm according to Italian law (or the equivalent legislation of the country of incorporation). The admission to listing is denied where the chartered auditor or the auditing firm have issued an adverse opinion or a disclaimer opinion.

Pro-forma financial information must be prepared in addition to the historical financial statements for a company resulting from extraordinary transactions (such as a merger or acquisition) or that has undergone (at the time of the application to the listing or subsequently) significant changes to its financial structure, subject to certain exceptions at the discretion of Borsa Italiana.

Pro-forma financial information must be supplemented by an opinion issued by a chartered auditor or by an auditing firm, stating that the assumptions on which pro-forma data have been prepared are reasonable, that the procedure followed to prepare such data has been correctly applied and that the accounting standards used to prepare such data are correct.

In certain exceptional cases, the above-mentioned rules regarding financial information can be waived by Borsa Italiana. Any waiver must serve the interests of both the issuer and the investors, and investors must in any event be provided with any information required to assess the issuer and the securities to be admitted to trading.

The issuer and its major subsidiaries must adopt a management control system which enables it to have, periodically and timely, an adequate overview of the economic and financial situation of the company and its major subsidiaries. The management control system must permit management to:

• Monitor the main key performance indicators and the risk factors of the company and its major subsidiaries.
• Produce data and information, in particular financial information, which must be appropriate in light of the type of business, organizational complexity and specific informational needs of the management.
• Draft financial prospective data of the business plan and the budget plan and check the achievement of the goals through a gap analysis.

The company must certify to Borsa Italiana that its management control system complies with the above and, to do so, it avails itself of the verifications made by a chartered auditor, by an auditing firm or by another professional possessing adequate qualified and professional independent experience in the field of management control systems of listed companies.

The issuer must approve a multi-annual business plan containing, amongst other things, (i) forecasts for the development of turnover and operating costs, (ii) amounts and purposes of investments and (iii) budget forecasts (including treasury forecasts). The business plan must be provided to the listing agent. For the purposes of the budget, the issuer is required to avail itself of the assistance of an auditing company, which must either (a) certify to the listing agent that the budget data relating to the current financial year and the first 6 months of the following financial year, if the documentation is completed after 15 September, have been determined by the issuer after careful and thorough examination of the economic and financial prospects of the issuer and its group, or (b) issue, with respect to the same data, a statement drawn up in accordance with the best international reference standards. The business plan does not have to be provided to Borsa Italiana.

The issuer must conduct a business capable of generating profits (i) directly or through its own subsidiaries, and (ii) with complete managerial autonomy. For this purpose, Borsa Italiana will check that there are no obstacles to the achievement of the issuer's financial goals. Where Borsa Italiana believes that there are potential obstacles to managerial autonomy, it will require that the investors are duly informed at the time of the admission to trading and, where necessary, on an ongoing basis.

The majority of the issuer's assets or revenues must not be predominantly linked to the investment or the result of an investment in a company with shares listed on a regulated market.

Additional requirements must be satisfied by those companies that:

• Are subject to the direction and coordination of another company.
• Control other companies incorporated and governed by the law of non-EU countries.
• Are holding companies.

The issuer must have appointed a chartered auditor or an auditing firm as required by Italian law or by the equivalent applicable foreign law in order to carry out the legal auditing on the annual accounts.

Where the issuer has been assigned a credit rating in the 12-month period preceding the listing application, that rating and any update, if public, must be disclosed to Borsa Italiana.

Borsa Italiana may waive the above-mentioned requirements for a share issuer that is admitted to trading in another EU or non-EU regulated market, giving consideration to, among other things, the issuer's inclusion in primary international or national financial indices, the size of the issuer and how long the issuer has been admitted to trading.

Requirements applicable to the shares

In order for the shares to be listed, the following requirement must be met:

• Foreseeable market capitalization of at least €40 million (approximately US$44.20 million). However, Borsa Italiana may accept a lower figure if it expects there will be a sufficient market for the shares.
• The shares must be sufficiently distributed among professional and non-professional investors (at least 25% must be held by the public in free float). Borsa Italiana may waive this requirement where it believes that a lower percentage does not jeopardize the regular trading on the market, based on the market value of the shares held by the public.

Borsa Italiana may clear the distribution only among professional investors where, in light of the market value of the shares held by such investors and/or in light of the number of such investors, the regular trading in the shares is ensured.

Additional requirements for admission to the Euronext STAR Milan segment

Upon the filing of the application form for the listing, or after the admission to listing, the issuer may request that its common shares are admitted to the Euronext STAR Milan segment.

Common shares admitted to the Euronext STAR Milan segment must satisfy the following requirements:

• The market capitalization, actual or foreseeable, of the shares must range between €40 million and €1 billion (approximately US$44.20 million and US$1.11 billion).
• The shares must be adequately distributed among professional and non-professional investors (at least 35% must be held by the public in free float).

The following additional requirements related to the issuer must, among others, also be satisfied (as integrated in the Borsa Italiana's guidelines):

• The issuer must make available to the public certain additional financial information listed in the Italian Financial Act within 45 days from the end of the first, third and fourth quarters. The fourth quarter financial information is not required, provided that the annual financial statements and certain related documents (including, among others, the financial statements, consolidated financial statements, the management report, and the audit report of the statutory auditor or of the auditing firm) are published within 90 days from the end of the financial year.
• The issuer must make available to the public the half-year financial report within 75 days of the end of the first half of its fiscal year.
• The chartered auditor or the auditing firm's report on the last financial statements (and on the consolidated one, if any) must not contain an adverse opinion.
• The majority of the issuer's assets and revenues must not be predominantly linked to the investment or result of an investment in a company with shares listed on a regulated market.
• The financial statements and the consolidated financial statements, if any, must not be challenged by the CONSOB.
• The issuer must publish on its website the annual and semi-annual financial report, the interim report on operations and price sensitive information. The information and documents must be provided according to Borsa Italiana's guidelines, in Italian and English. Price sensitive information must be disclosed in English contemporaneously with the publication in Italian.
• The issuer must have published, within the term provided by law, the mandatory accounting documents.
• The issuer must not have infringed any disclosure obligations in the preceding 18 months.
• The issuer and its subsidiaries must not be subject to insolvency or similar procedures.
• The trading of the issuer's common shares must not be suspended for an undefined period.
• The issuer's capital must not been reduced for losses or below the minimum required by law.
• The issuer must have appointed an investor relator.
• The issuer must have adopted a policy pursuant to law no. 231/2001, regarding the criminal liability of companies.
• The issuer must comply with certain rules regarding the composition of the board of directors, the role and tasks of the non-executive and independent directors, the establishment and functioning of the internal committees of the board of directors, the remuneration policy of the directors and the appointment of an appropriate control and risk committee that are provided by the Corporate Governance Code (see paragraph 5 below).
• The issuer must generally prohibit the directors, auditors, top managers and top officers from trading in the 30 days which precede the meeting where financial data have to be approved.
• The issuer must have appointed a specialist who acts as market maker for the shares.

The requirements described in this section generally apply to foreign issuers. Borsa Italiana may, in light of the home country regulation of the relevant foreign issuer, provide different or additional terms or requirements.