Shareholders’ meetings (as per Art. 123-bis, para. 2, letter c), CFA)

The duties of the Shareholders’ Meeting are similar to those found in the majority of listed Italian banks. Specifically, the Shareholders’ Meeting:

  • approves financial statements;
  • appoints, applying the list vote mechanism, and revokes members of the Board of Directors, establishing their remuneration;
  • appoints, applying the list vote mechanism, and revokes members and the Chairman of the Board of Statutory Auditors, establishing their remuneration;
  • resolves on remuneration policies for directors, employees and outside staff members and receives reports on the same;
  • resolves on remuneration plans based on financial instruments;
  • resolves on transactions that involve amendments to the Articles of Association;
  • resolves on the other matters reserved for it by the Articles of Association or by law.

 

Shareholders’ Meetings can also be held outside the Company’s registered office, as long as the venue is in Italy. The Shareholders’ Meeting is held at least once a year, within 120 days after the end of the corporate financial year.

Shareholder’s Meeting may be attended by holders of voting rights for whom the Company has received the notification by the intermediary at the end of the third day of open trading preceding the date set for the Shareholders’ Meeting in first call. The communication is made based on the evidence at the end of the seventh accounting day of open trading set for the Shareholders’ Meeting in first call.

The above is without prejudice to legitimate attendance and the exercise of the right to vote should such communication be received by the Company beyond the aforementioned term, provided that this is before the start of the Shareholders’ Meeting of the single call.

Those who are entitled to vote may have themselves represented at the Shareholders’ Meeting, pursuant to the law, by means of written proxy or proxy granted by electronic means.

The electronic notification of the proxy may be made using the special form available on the Company website.

The Company designates for each Shareholders’ Meeting, indicating it in the notice to convene, one or more individuals to whom the holders of voting rights can grant, following the methods established by applicable normative provisions, a proxy with voting instructions on all or some of the proposals on the agenda. The Proxy has effect only with regards to the proposals for which voting instructions have been provided.

With regards to the majorities for the validity of resolutions and the drafting of the minutes, reference is made to the provisions of the law, to applicable regulations, to the Articles of Association and to the Shareholders’ Meeting Regulations.

Only shareholders who, alone or together with others, own at least 1% of ordinary shares at the time of submittal have the right to submit lists for the appointment of members of the Board of Directors. A lower ownership threshold is possible – if allowed by current legislation – and must be indicated in the meeting notice convening the Shareholders’ Meeting called to vote on appointment of the members of the Board of Directors. A shareholder can neither submit nor vote for more than one list, not even via agents or fiduciary companies. Shareholders belonging to the same group and shareholders forming part of a shareholder agreement concerning the Company’s shares cannot submit or vote for more than one list, not even via agents or fiduciary companies. A candidate can be present only on one list, on pain of ineligibility. One director is taken from a list other than the one receiving the most votes. In the event of the latter’s cessation from office during the mandate, the Board will first check the continued availability of the candidates listed on the list concerned, according to the latter’s sequential order, and will proceed with cooptation based on this criterion of preference.

***

No proposals were made to the Shareholders’ Meeting by Shareholders who control the Issuer with regards to topics for which a specific proposal was not formulated by the directors.

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The “Shareholders’ Meeting Regulations”, the current version of which was approved by the Shareholders’ Meeting on 20 September 2004, is undergoing revision in order to bring it fully in line with the provisions introduced by Legislative Decree no. 27 of 27 January 2010 which transposed in Italy Directive 2007/36/EC regarding the exercise of the rights of shareholders of listed companies, and a proposed adaptation is currently being drafted.

The regulation governs the manner in which meetings are held and function. The Regulation specifies the maximum duration of individual contributions by attendees, their order, the voting procedure, the contributions of Directors and Statutory Auditors, and also the powers to settle and prevent the occurrence of conflict during Shareholders’ Meetings.

Pursuant to the Shareholders’ Meeting Regulations, the Meeting’s Chairman, also drawing on the assistance of Company personnel, checks that proxies are correct, the right of attendees to take part in the Meeting and the latter’s proper constitution.

All those who attend have the right to take the floor on each of the topics discussed. Shareholders may ask questions on the items on the agenda even before the Meeting takes place, within the terms set forth by the law and indicated in the notice to convene. The questions received within the term indicated in the notice will be answered during the Meeting, at the latest. A single answer may be given to questions with the same content. Those who intend to speak must ask the Chairman, by raising their hand, after the Chairman has read out the agenda items and until he declares discussion of the topic to which the request to speak refers closed. As a rule, the Chairman gives permission to speak according to the chronological order in which requests are submitted. If two or more requests are submitted simultaneously, the Chairman gives permission to speak according to the alphabetical order of the requesters’ surnames. The Chairman can authorize the submission of requests to speak by a show of hands. In such case, the Chairman gives permission to speak according to the alphabetical order of requesters’ surnames. Members of the Board of Directors, of the Board of Statutory Auditors and of Top Management of the Bank or of other Group companies, as well as the representatives of the Firm assigned the task of the legal auditing of the accounts, Company and Group personnel may ask to join the discussion when the Chairman deems it useful in connection with the topic to be discussed.

 

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During the Ordinary and Extraordinary Shareholders’ Meeting held on 27 April 2012, two members of the Board of Directors were absent. Consequently, the total number of attending directors was equal to 7. The entire Board of Statutory Auditors was on hand.

During the Shareholders’ Meetings the CEO, on behalf of the Board of Directors, makes himself available to report on the activity performed and planned by the Board, while in any case observing the rules for privileged information. The Board, also by means of the reports made available to shareholders in the terms established by the CFA and through ongoing fine-tuning of the organization of institutional communication via the Website, commits itself to ensure that shareholders receive sufficient information on the items necessary to enable them to take informed decisions as regards the resolutions that are the prerogative of the Shareholders’ Meeting.

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During the Ordinary and Extraordinary Shareholders’ Meeting held on 27 April 2012, two members of the Remuneration Committee, were present, specifically Sebastien Egon Fürstenberg and Andrea Martin. Shareholders were informed with regards to the methods used to exercise the Committee’s functions as part of the Remuneration Report as per art. 123-ter of the CFA.

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During the financial year, no significant changes occurred in the control structure of Banca IFIS S.p.A. and the market capitalisation of shares recorded the following values at the beginning and end of the period:

Date Share price (€) 
No. of shares forming share capital
 Capitalization (€) 
30 December 2011
4.000 53,811,095.00 215,244,380.00
28 December 2012 5.530 53,811,095.00 297,575,355.35

The increase in capitalisation reflects the trend of Stock Exchange indices and, in particular, of banking stocks.

Gruppo Banca IFIS
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