Information on shareholding structure (as per Art. 123-bis, para. 1, CFA) as at 31/12/2012
a) Structure of share capital (as per Art. 123-bis, para. 1, letter a), CFA)
As at 31 December 2012 subscribed and paid-in share capital totalled 53,811,095.00 Euro, divided into 53,811,095 ordinary shares of the par value of 1.00 Euro each, as shown in the following table:
Share categories forming share capital as at 31 December 2012:
|STRUCTURE OF SHARE CAPITAL
||% of shares capital
||Listed (market) / unlisted
||Rights and obligations
||53,811,095||100%||Listed (on MTA – Milan electronic equity market)
||Each ordinary share attributes the right to one vote
As at 31 December 2012 there were no other financial instruments outstanding attributing the right to subscribe newly issued shares.
As at 31 December 2012, there were no share-based incentive plans.
b) Restrictions on security transfer (as per Art. 123-bis, para. 1, letter b), CFA)
There are no restrictions on security transfer.
c) Significant shareholdings (as per Art. 123-bis, para. 1, letter c), CFA)
As at 31/12/2012, it resulted from communications made pursuant to article 120 of the CFA and from communications made by relevant subjects pursuant to Article 152 octies of the Issuers’ Regulation, that the following subjects possess, directly or indirectly, shares with voting rights representing more than 2% of share capital:
||% of share capital
|FÜRSTENBERG SEBASTIEN EGON||68,928||La Scogliera S.p.A.: 68,893||Ownership
|Fürstenberg Sebastien Egon:0,035||Ownership
|INTESA SANPAOLO S.P.A. (1)||2,710||Cassa di Risparmio del Veneto S.p.A.: 1,983||Pledge
|Banca Fideuram S.p.A.: 0,002||Pledge
|Banco di Napoli S.p.A. 0,004|
|PREVE RICCARDO||2,399||Preve Costruzioni S.p.A.: 2,242||Pledge
|Preve Riccardo: 0,157|
|BOSSI GIOVANNI||3,417||Bossi Giovanni||Pledge
It is appropriate to point out that:
- the activity of the investment holding company La Scogliera S.p.A. is limited to holding its only significant equity investment consisting of the controlling interest in Banca IFIS S.p.A.;
- even though it is the majority Shareholder, La Scogliera S.p.A. does not perform any management and coordination activity vis-à-vis Banca IFIS S.p.A.;
- the corporate purpose of La Scogliera S.p.A. expressly excludes management and coordination of the financial companies and banks in which it owns equity interests.
d) Securities granting special rights (as per Art. 123-bis, para. 1, letter d), CFA)
No securities have been issued that grant special rights of control.
e) Employee equity participation: mechanism for exercising voting rights (as per Art. 123-bis, para. 1, letter e), CFA)
Any employees holding shares of the Company exercise their Shareholder rights in the same ways as other Shareholders.
f) Restrictions on voting rights (as per Art. 123-bis, para. 1, letter f), CFA)
The Company is not aware of the existence of restrictions on voting rights, with the sole exception of pledging to a bank of part of the equity interest held by a Shareholder owning a non-controlling interest, as specified earlier in paragraph c) Significant shareholdings.
g) Shareholder agreements (as per Art. 123-bis, para. 1, letter g), CFA)
The Board of Directors of Banca IFIS S.p.A. is not aware of the existence of agreements between the Company’s Shareholders as defined by Article 122 of the CFA.
h) Change-of-control clauses (as per Art. 123-bis, para. 1, letter h), CFA) and statutory provisions on takeover bids(as per Artt. 104, para. 1-ter, and 104-bis, para. 1).
Neither Banca IFIS S.p.A. nor its subsidiaries TF Sec Srl (for which the liquidation proceeding is currently underway) and IFIS Finance Sp. z o.o. have concluded significant agreements that take effect, are modified or lapse if change of control of the contractual party occurs.
The Articles of Association of Banca IFIS S.p.A. do not contravene the passivity rule laid down by Article 104, paragraphs 1 and 2, of the CFA nor do they envisage the application of the neutralisation rules laid down by Article 104-bis, paragraphs 2 and 3, of the CFA.
i) Delegations of power to increase share capital and authorizations to buy treasury shares (as per Art. 123-bis, para. 1, letter m), CFA)
i.1) Capital resolved and not subscribed; delegation of authority to the Board of Directors to increase share capital
As at 31 December 2012 the Board was not empowered to increase share capital pursuant to Article 2443 of the Italian Civil Code, i.e. to issue equity securities.
i.2) Treasury shares
The Ordinary Shareholders’ Meeting of 27 April 2012 authorised the purchase and sale of treasury shares, pursuant to Article 2357 et seq. of the Italian Civil Code, as well as Article 132 of Legislative Decree no. 58/98. The essential characteristics of the resolution are as follows:
“Reserve for future buyback of treasury shares” up to the maximum amount of 20,000,000.00 Euro gross of the part already used;
- maximum number of shares that can be purchased: not more than one fifth of share capital, taking into account for this purpose also the shares owned by subsidiaries, and whose total purchase amount is covered by the “Reserve for future buyback of treasury shares”;
- duration of authorization: 18 months;
- minimum purchase price: 2 Euro;
- maximum purchase price: 20.00 Euro;
- minimum selling price: not less than 80% of the reference price recorded in the trading session of the market where the stock is listed on the day before execution of the sale.
The number of treasury shares held as at FY2012 year-end totalled no. 259,905, accounting for 0.483% of share capital.
The Board intends to propose to Shareholders renewal of authorization to the buyback of treasury shares pursuant to artt. 2357 et seq. of the Italian Civil Code.
l) Management and coordination activity (as per Artt. 2497 et seq., Italian Civil Code)
Even though it is the majority Shareholder, La Scogliera S.p.A. does not perform any management and coordination activity in Banca IFIS S.p.A. In this regard, it should be noted that the corporate purpose of La Scogliera S.p.A. expressly excludes management and coordination of the financial companies and banks in which it owns equity interests.
- the information required by Article 123-bis, paragraph 1, letter i) (“agreements between the company and directors …. entailing indemnities in the event of resignation or dismissal without just cause or if the employment relationship ceases following a takeover bid”), can be found in the Remuneration Report published pursuant to Article 123-ter of the CFA;
- the information required by Article 123-bis, paragraph 1, letter l) (“rules applicable to the appointment and substitution of directors … as well as the amendment of the Articles of Association, if different from additional legislative and regulatory rules applicable”), are illustrated in the section of the Report dedicated to the Board of Directors (Section 4.1).