Translation in English of the document originally issued in Italian. In the event of any discrepancy

627 Pages·2016·14.74 MB·English

TranslationinEnglishofthedocumentoriginallyissuedinItalian.Intheeventofany
discrepancytheItalianlanguageversionshallprevail
Fileno.35,516 Folderno.16,422
MinutesoftheOrdinaryand ExtraordinaryShareholders'Meeting
REPUBLICOFITALY
On Tuesdaythetwenty-sixth dayofApriloftheyeartwothousandand sixteen
(April26,2016)
in Milan (MI),ViaSantaMariaFulcorinano.2,
before me Angelo Busani, a notary in Milan, a registered member of the Board of the Milan
NotaryDistrict,
thefollowing person waspresent:
ENRICOCOTTARAMUSINO,born in Sant'Alessiocon Vialone(PV)on May 22,1959,domiciled
fortheofficeattheregistered officeoftheCompanyasspecifiedlateron;
of whose personal identity I, a notary public, am certain, who requested me to read out the
minutesoftheordinaryand extraordinaryshareholders’meeting ofthecompany
"FinecoBankBancaFinecoS.p.A."
a Bank registered in the Register of Banks and belonging to the UniCredit Banking Group
(Register of Banking Groups no. 02008.1), with Registered Office in Milan, Piazza F. Durante
no. 11, share capital € 200,245,793.88 fully paid up, tax code and registration number with
the Milan Register of Companies: 01392970404 - VAT 12962340159 (R.E.A. MI-1598155),
underthemanagementand coordination of"UniCreditS.p.A.",whichmeton April,12(twelve)
2016(two thousand sixteen),asfurtherspecified.
Such meeting washeld according tothefollowing minutesdrawn upbymenotaryboth during
themeeting and afterthemeetingwasclosed.
Adhering to the request made to me, I then read out the minutes to the appearing party as
setforth below.
===
On TuesdaythetwelfthdayofAprilOftheyeartwothousand and sixteen,
(April12,2016)
in Milan (MI),PiazzaDuranteno.11,
atfiveminutespastten am(10:05am)
attherequestoftheChairman ofthemanagementbodyofthecompany:
"FinecoBankBancaFinecoS.p.A."
a Bank registered in the Register of Banks and belonging to the UniCredit Banking Group
(Register of Banking Groups no. 02008.1), with Registered Office in Milan, Piazza F. Durante
no. 11, share capital € 200,245,793.88 fully paid up, tax code and registration number with
the Milan Register of Companies: 01392970404 - VAT 12962340159 (R.E.A. MI-1598155),
under themanagement and coordination by "UniCreditS.p.A." (hereinafteralso referred to as
“Company” or“Bank” or“FinecoBank”);
I, Mr Angelo BUSANI, Notary Public resident in Milan, a registered member of the Notary
BoardsofMilan,amin attendanceand responsiblefordrawing up theminutesoftheOrdinary
and Extraordinary Shareholders’ Meeting (hereinafter “Meeting”) of the above-indicated
Company, convened in a single call at the aforesaid premises, day and time, in order to
discussand resolveon thefollowing
AGENDA
OrdinaryPart
1.ApprovaloftheFinecoBankS.p.A.financialstatementsatDecember31,2015,accompanied
bytheReportsoftheBoard ofDirectors and theIndependentAuditors,and theReportofthe
Board ofStatutoryAuditors.
2.Allocation ofFinecoBankS.p.A.2015netprofitoftheyear.
3.2016Compensation Policy.
4.2016IncentiveSystem.
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5.2016IncentiveSystemforFinancialAdvisors(PFA)identified staff.
6. Authorization to purchase and dispose of treasury shares. Consequent and inherent
resolutions.
7. Determination of the remuneration to be paid to the Chairman of the Board of Statutory
AuditorsasexternalmemberoftheSupervisoryBody.
ExtraordinaryPart
1.Delegation totheBoard ofDirectors,undertheprovisionsofsection 2443oftheItalian Civil
Code, of the authority to resolve in 2021 to carry out a free capital increase, as allowed by
section 2349of theItalian CivilCode,foramaximumamountof€32,789.79corresponding to
up to 99,363 FinecoBank ordinary shares with a nominal value of €0.33 each, with the same
characteristics as those in circulation and with regulardividend entitlement, to be granted to
the Personnel of FinecoBank in execution of the 2015 Incentive System; corresponding
updatesoftheArticlesofAssociation.
2.Delegation totheBoard ofDirectors,undertheprovisionsofsection 2443oftheItalian Civil
Code, of the authority to resolve, on one or more occasions for a maximum period of five
years starting from the date of the Shareholders' resolution, to carry out a free capital
increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of €
88,440.00 (to be allocated in full to share capital at € 0.33 per share, corresponding to the
nominal value per share), corresponding to up to 268,000 FinecoBank ordinary shares with a
nominal value of € 0.33 each, with the same characteristics as those in circulation and with
regulardividend entitlement,tobegranted tothePersonnelofFinecoBankin execution ofthe
2016IncentiveSystem; correspondingupdatesoftheArticlesofAssociation.
AttendingtheMeeting
is Mr ENRICO COTTA RAMUSINO, born in Sant’Alessio con Vialone (PV), on 22 May 1959,
domiciled for the purpose of his office at the Registered Office of the Company (hereinafter
also “Chairman of the Meeting” or “Chairman”), Chairman of the Board of Directors of the
aforesaid company;
of whose personal identity, I, a Notary Public, am certain and who, after assuming
chairmanshipfunctions,pursuanttoarticle10oftheArticlesofAssociation in force:
a) informs that, in relation to art. 7 of the Articles of Association, the notice of meeting
containing the Agenda thereof, was published on March 11, 2016 on FinecoBank website, at
the registered office and the Head Office of the Company, as well as on the storage
mechanism managed by BIt Market Services; that copy of the Agenda was inserted into the
folderprovided to theattendees at themeeting; and that an excerpt of thenotice of meeting
waspublished on March 12,2015in thenewspapers"IlSole24Ore" and"MF";
b) calls the undersigned Notary Public to draft the minutes of the ordinary and extraordinary
sessionsoftheMeeting,in theformofapublicdeed;
c)pointsoutthat,ifnecessary,simultaneousinterpretation isavailableforEnglish and Italian;
and thatallspeechescan onlybemadefromthespeaker'sstand;
d) states that the following people are in attendance, fromthe Board of Directors, in addition
to himself: Alessandro Foti (CEO and General Manager), as well as the directors: Francesco
Saita, Mariangela Grosoli, Laura Stefania Penna, Marina Natale, Girolamo Ielo and Gianluigi
Bertolli (the director Pietro Angelo Guindani apologised for his absence); and, from the Board
ofStatutoryAuditors: Gian CarloNorisGaccioli(Chairman),BarbaraAloisiand MarzianoViozzi;
and that Head Office Senior Managers and other bank and holding personnel involved in
organizing theMeeting,pursuanttoArticle2oftheMeeting Regulations,arealsopresent;
e) states also that, pursuant to Article 2 of the same Meeting Regulations, experts, financial
analystsand accredited tradejournalistsareallowed toaccesstheMeeting in aseparateroom
connected viaaclosed-circuitaudio-visualsystem;
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f) announces that also in attendance is Mr. Paolo Gibello Ribatto on behalf of the accounting
firm "Deloitte & Touche S.p.A.", which has been appointed to certify the Company's financial
statements;
g) advises that, pursuant to Article 3, paragraph 2, of the Meeting Regulations, the meeting
willbefilmed andrecorded;
h) announces that the share capital subscribed and paid up as of today amounts to
€200,245,793.88(twohundredmillion twohundred forty-fivethousand seven hundred ninety-
three point eighty-eight cents), divided into 606,805,436 (six hundred and six million eight
hundred and five thousand four hundred and thirty six) ordinary shares with a par value of
€0.33(thirty-threecents)each.
i)announcesthatthecomplianceofproxieswith theprovisions ofArt.2372of theItalian Civil
Codeand Article135-noviesoftheLegislativeDecreeno.58/1998hasbeen verified;
j) notes that there are currently 521,172,207 (five hundred twenty-one million one hundred
seventy-two thousand two hundred and seven) ordinary shares represented at the Meeting,
equalto85.887(eighty-five,eighthundred eighty-seven thousandths)percentoftheordinary
share capital, corresponding to 422 (four hundred and twenty-two) rights holders voting on
their own behalf or by proxy (a list of shareholders in attendance or represented at the
Shareholders’Meeting isattached as“A”);
k) points out that no proxies have been given to “Computershare S.p.A.”, with Registered
Office in Milan (Company chosen by FinecoBank pursuant to Art. 135-undecies of Legislative
Decreeno.58/1998as“Appointed Representative”).
The Chairman thus declares the Meeting to be duly established and able to pass valid
resolutions on the items on the Agenda in accordance with the law and the Articles of
Association.
He then indicates that,based on thecontents of theRegister ofShareholders, asupdated for
notices received pursuant to thelaw and for checks carried out forthepurposes of admission
to voting, the Register of Shareholders currently reports a total of approximately 15,000
shareholders; and that the shareholder "UniCredit S.p.A." directly holds more than 3 (three)
per cent of the share capital represented by shares with voting rights (namely 397,108,033 -
three hundred ninety-seven million one hundred and eight thousand thirty-three) - ordinary
shares, equal to 65.442 - sixty-five, four hundred forty-two thousandths - per cent of the
sharecapital).
The Chairman states that pursuant to Article 8 of the Meeting Regulations, the persons
intending to take the floor shall request permission at the secretary’s desk and then they will
maketheircontribution fromthespeaker'sstandonly(avoiding speaking fromtheirseat).
PursuanttoArticle17oftheMeetingRegulations,theChairman statesthat:
a) the voting will take place through a computerized system using the voting terminals (or
“radiovoters”)provided toeachparticipant;
b) the folder received on admission contains instructions on how to use the voting terminal
(radiovoter);
c) upon each voting, each participant will be required to cast his/her vote by pressing the
correspondingbutton on theradiovoterand toconfirmthechoiceusing the"OK" button;
d) proxy holders and the representatives of fiduciary companies needing to cast different
votes for each resolution, must point out this need and cast their votes at the specific
“assisted voting stations” setup forthispurpose;
e) the electronic vote detection system produces the following documents which shall be
attached to the minutes of the Meeting: the lists of shareholders present in person and by
proxywhen themeeting opened,thelists ofanyonewhoarrivesat alater timeorwho leaves
themeeting; andseparatelistsforthedifferentcasted votes.
The Chairman informs that the Report on Corporate Governance and Ownership Structure
pursuant to art. 123-bisof Legislative Decree 58/1998 (which is attached to these minutes as
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Annex"C") wasmadeavailable to thepublic in themannerand within thedeadlines provided
by law (the above-mentioned Report is also included in the printed file inside the folder
handed out to each participant); and that no shareholder exercised his/her right to raise
questions on the topics on the Agenda of theShareholders' Meeting pursuant to art. 127-ter
ofLegislativeDecree58/1998.
TheChairman then turnstotheAgendaoftheordinarysession.
===
Given thecloseconnectionbetween item1(“Approval oftheFinecoBankS.p.A.financial
statements at December 31, 2015, accompanied by the Report of the Board of
Directors and the Independent Auditors’ Report; Report of the Boardof Statutory
Auditors ") and item 2 (" Allocation of the profit for the year 2015 of FinecoBank
S.p.A..") on the Agenda, the Chairman proposes dealing with them together, however, the
two resolutions will be submitted separately for approval; the Chairman invites the CEO and
General Manager,Mr. Alessandro Foti, to provide an overview of the topics at hand, omitting
(therebeing noobjections on this point) the full reading of therelevantdocumentation,since
the draft financial statements and the associated Reports have been made available to all
participants and also to the public in the manner and within the deadlines provided by law
(theDirectors’ReportforFY2015,thefinancialstatementsfor2015,theNotes,theStatement
pursuant to art. 81-ter of Consob Regulation 11971/1999, the schedules for the reclassified
financial statements, the Auditors' Report and the Report of the Board of Statutory Auditors
areattached totheseminutes,asasinglefileunderletter"B").
TheCEOandGeneralManagertakesthefloorand summarizestheresultsfortheyear2015.
At the end of his presentation, the CEO and General Manager reads out the following
proposed resolutionson items1and 2oftheOrdinarysession’sAgenda:
- On item 1: "DearShareholders,withregardtoitem1oftheAgenda,youareaskedto
approvetheAnnualReportandAccountsofFinecoBankSpAfortheyearended31/12/2015as
setoutbytheBoardofDirectorsasawholeandinitsindividualentries.TheAnnualReport
and Accounts comprise the Balance Sheet, the Income Statement, the Statement of
ComprehensiveIncome,theStatementofChangesinShareholders'Equity,theCashFlow
Statement, theNotestothe Accounts, and isaccompaniedbythe Directors'Reporton
Operations,ontheBank'seconomicresultsandfinancialposition.Inaddition,theAnnual
Reportfoldercontains:
- the Certification of Annual Financial Statements pursuant to Article 81-ter of Consob
Regulationno.11971ofMay14,1999andsubsequentamendments;
-theReportoftheBoardofStatutoryAuditors,pursuanttoart.153ofLegislativeDecreeno.
58ofFebruary24,1998;
-TheIndependentAuditors'Reportpursuanttoart.14and16ofLegislativeDecreeno.39of
January27,2010;
- On item 2: “DearShareholders,withregardtoitem2oftheAgenda,youareaskedto
approvethefollowingproposal:
-toincreasetheLegalreserveby€19,120.40(nineteenthousandonehundredtwentyand
fortycents),correspondingto0.01%(onecentpercent)oftheprofitsoftheyear,having
reachedthelimitofonefifthofthesharecapital;
-toincreasetheExtraordinaryReserveby€35,657,537.24(thirty-fivemillionsixhundredfifty-
seventhousandfivehundredthirty-sevenandtwenty-fourcents);
- todistribute €154,376,133.51(one hundred fifty-four million threehundred seventy-six
thousandonehundredthirty-threeandfifty-onecents)toShareholders,correspondingtoa
dividend of€0.255 (zeropointtwohundred fifty-five)for each ofthe 605,396,602 (six
hundredfivemillionthreehundredninety-sixthousandsixhundredtwo)ordinaryshareswith
aparvalueof€0.33(thirty-threecents)euro,constitutingthesharecapitalnetof1,408,834
(onemillionfourhundredeightthousandeighthundredthirty-four)treasurysharesheldby
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theBankandincluding289,703(twohundredeighty-ninethousandsevenhundredandthree)
sharesrelatingtothecapitalincreaseapprovedbytheBoardofDirectorsonFebruary8,
2016;
-toallocate€1,000,000.00(onemillion)tosocial,charityandculturalprojects,pursuantto
art.26,para.5,oftheArticlesofAssociation”.
The Chief Executive Officer and General Manager then provides the disclosure required by
Consob Communication no. 3558 of April 18, 1996: “The Shareholders’ Meeting of April 16,
2013 approved thereasoned proposal of theBoard ofStatutory Auditors, for the appointment
of “Deloitte & ToucheS.p.A.”, for theperiod 2013-2021, to audit thefinancial statements and
to verify the accounting records and the correct reporting of accounting entries over the
financialyear; thelimited auditing ofthehalfyearfinancialstatementsand thechecksforthe
purpose of signing the tax reports of the Bank and the associated fees, on the basis of the
hourlyratessetatthetimeoftheappointment,inclusiveoftheIstatcostof living adjustment,
with an annual outlay for the year 2015 (net of out-of-pocket expenses, supervisory fee and
VAT) of €154,285 (one hundred fifty-four thousand two hundred eighty-five) for 2,575
employedhours”.
TheChairman takestheflooragain and invitesMrPaoloGibelloRibatto,apartneroftheaudit
firm “Deloitte & Touche S.p.A.”, to read out the Audit Report drafted in compliance with the
law.
MrPaoloGibelloRibattoreadsouttheReport.
The Chairman takes the floor again and invites the Chairman of the Board of Statutory
Auditors, Mr Gian Carlo Noris Gaccioli, to read aloud the content and conclusions of the
Statutory Auditors' Report, and, (therebeing no objections on this point), to omit reading the
full report, since it is available to all those in attendance and has been published in the
mannerandwithin thedeadlinesrequiredbylaw.
MrGian CarloNorisGacciolireadsouttheconclusionsoftheStatutoryAuditors’Report.
The Chairman takes the floor again and declares the opening of discussion on items no. 1
(one)and 2(two)on theordinarysession’sAgenda.
The shareholder Mario Croce, who has asked to speak and is given the floor, makes the
following questions: what are the relations with the parent company UniCredit (i.e.: whether
the senior managers are functionally reporting to the parent, for example, whether the Head
of HR functionally reports to the Head of HR of UniCredit; whether Fineco business plan is
prepared together with UniCredit managers); whether, given that Fineco customers use
UniCredit branches, Fineco pays a commission to UniCredit for this service; what kind of
competition is there between UniCredit and Fineco; whether Fineco is considering opening
other branches; whether there is a cost accounting for each of these branches (i.e.: whether
there is evidence of the fact that theopening of branches, taking into account the associated
costs, is a positive element); what is the meaning of the negative 1.9 million result of “net
commission incomeon securitieslending” atpage52oftheAnnualReport; whatistheweight
of the Advice service compared to asset management; whether Fineco carries out activities
abroad; why Fineco’ financial statements show an item for non-performing loans given that
Finecodoesnotprovideloans; whetherFinecomakesdirectinvestmentsin securities.
TheCEOandGeneralManagertakesthefloorand statesthat:
- Fineco senior managers (e.g. Staff, IT) do not report to the Parent Company and,
accordingly,Finecoactsindependentlyalbeitin overallcoordination with theParentCompany;
therefore, also the business plan is drawn up independently (but in coordination and shared
with theParentCompany),and,asaresult,thestrategiesandcommercialdecisionsareunder
theexclusiveresponsibilityofFineco;
- as regards competition with UniCredit, since Fineco entered the UniCredit Group’s, a
strategicdecisionhasbeen takenbytheGroup tohaveFinecocompetewith UniCredit,exactly
as it competes with other banks in the system; this also considering that the Group's overall
TranslationinEnglishofthedocumentoriginallyissuedinItalian.Intheeventofany
discrepancytheItalianlanguageversionshallprevail
market share is around 15 per cent and, therefore, there are significant opportunities to
acquire additional market share; there are no special trade agreements that favour the
channelling ofcustomersfromoneorganization toanother;
- with regard to the issue of the use by Fineco customers of UniCredit branches,Finecopays
UniCreditforthisservice,atmarketprice;
- as regards Fineco’ s geographical presence, this cannot be compared to that of a bank
branchnetwork,asFinecooperatesthrough financialshopsthatdonotprovideroutinebranch
transactions (e.g., cash services); - a Fineco branch is mainly a place where Fineco financial
advisers meet with clients to discuss investment strategies, portfolio management,opening of
current accounts; for this reason, Fineco financial shop has a much lower operating cost
structure than that of an ordinary branch (costs associated with the physical management of
cash,interlocking doors,armed guards,vaults); asFinecoacquiresmarketshareandbecomes
an increasinglyrelevantreferencepointforcustomersofacertain geographicalarea,Fineco’s
physicalpresenceincreasesaccordingly,toalsotakeintoaccounttheinherentgrowth trend of
thenetwork;
- as to Fineco’ s operations abroad, a few weeks ago the English Central Bank issued an
authorization to Fineco for the provision of services in England on a cross border basis; it
should be noted that as a bank established in the European Union, Fineco can rely on the
“European passport” to provide its services directly from Italy in favour of UK residents, with
no need for aphysical presence there; accordingly, the Fineco model envisages theprovision
of banking, brokerage and investment services without branches and without a network of
financial advisors to support the activity; services will be provided remotely from Italy,
including customer care which will be provided by dedicated native speakers working directly
fromItaly;
- with regard to loans granted by Fineco, it should be specified that Fineco has a rather
modest lending activity: this involves (i) credit lines granted to customers (against collateral
consisting of securities and other customer’s assets) with a cost risk profile nearly close to
zero; (ii) loansrelated tomargin lending andbrokerageactivity(although alsotheseloansare
backed by securities and their costofriskis almost close to zero); (iii) personal loans (i.e.
unsecured loans to private customers which, while they are characterized a very low risk
profile, nevertheless result in a modest amount of non-performing loans), and then (iv) the
activity related to payment systems (credit cards,current account overdrafts,): again, forthis
typeoftransactions,despiteaverylowcostofrisk, theremaybeasmallcomponentof“non-
performingloans”;
-with regard toitsproprietaryportfolio,Finecohasinvestmentsofaround fifteenbillion euros,
of which a nominal amount of about 11 billion euros is invested in UniCredit senior floating
ratenotes,anominalamountofabout2billion is invested in European governmentbonds(of
which 1.5 billion euros in Italian government bonds and 500 million euros in Spanish bonos)
and theresidualamountof1.2billion eurosisdeposited on currentaccounts(i.e.immediately
availableliquidity)atUniCredit;
- with regard to “securities lending”, it refers to commissions that Fineco pays to customers,
against the generation of net interest income, so that, the transaction is profitable overall;
more specifically, the portion of interest income that offsets the commissions paid to
customers, is 5.2 million euros (therefore, 5.2 million euros of net interest income compared
with 1.9 million euros of commissions paid to clients: this is the positive margin for the bank
generatedbythisbusiness);
- as regards Advice, which is the exclusive, fee-only, consulting service that Fineco launched
before the end of 2007, it accounts for about 4.5billion euros out ofa total of 26 billion euro
in assetsundermanagement.
As no one else asks to take the floor, the Chairman puts to vote (using the radiovoter) the
proposed resolution previously read by the CEOand GeneralManagerregarding item 1of the
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ordinary session’s Agenda ( "Approval of FinecoBank S.p.A. financial statements at
December 31, 2015, accompanied by the Board of Directors' Report and the
Independent Auditors’ Report; Report of the Board of Statutory Auditors”), after
having asked those in attendance to declare any exclusions from the right to vote, or
restrictions thereon, pursuant to articles 120, 121 and 122 of Legislative Decree no. 58/1998
and the associated Consob Regulations, and articles 19, 20, 24 and 25 of Legislative Decree
no. 385/1993, and after having checked that none of the participants states that they are
prevented fromexercising theirrighttovote.
The resolution proposal (as 427 shareholders entitled to vote take part in the voting on own
behalf or by proxy, representing 521,181,707 - five hundred twenty-one million one hundred
eighty-one thousand seven hundred seven- shares, each entitling the bearer to one vote)
received (asdetailed in thedocumentattachedas“F”):
-votesin favour: 521,120,734(fivehundred twenty-onemillion onehundred twentythousand
seven hundred thirty-four),corresponding toapproximately99.988(ninety-nine,ninehundred
andeighty-eightthousandths)percentofvoting shares;
- votes against: 60,940 (sixty thousand nine hundred forty), corresponding to approximately
0.011(eleven thousandths)percentofvoting shares;
- abstentions: 33 (thirty-three), corresponding to approximately 0.000 (zero) per cent of
voting shares.
The Chairman thus announces that the resolution on item 1 (one) of the Ordinary session’s
Agenda concerning the approval of FinecoBank's Financial Statements as at December 31,
2015hasbeen approvedbyamajority.
===
the Chairman moves on to the vote (using the radiovoter) on the proposed resolution
previously read by the CEO and General Manager regarding item 2 of the ordinary session’s
Agenda (“Allocation of the profits of FinecoBank S.p.A. for the year 2015”), after
having asked those in attendance to declare any exclusions from the right to vote, or
restrictions thereon, pursuant to articles 120, 121 and 122 of Legislative Decree no. 58/1998
and the associated Consob Regulations, and articles 19, 20, 24 and 25 of Legislative Decree
no. 385/1993, and after having checked that none of the participants states that they are
prevented fromexercising theirrighttovote.
The resolution proposal (as 427 shareholders entitled to vote take part in the voting on own
behalf or by proxy, representing 521,181,707 - five hundred twenty-one million one hundred
eighty-one thousand seven hundred seven- shares, each entitling the bearer to one vote)
received (asdetailed in thedocumentattachedas“F”):
- votes in favour: 521,181,174 ( five hundred twenty-one million one hundred eighty-one
thousand one hundred seventy-four), corresponding to approximately 99.999 (ninety-nine,
ninehundredninety-ninethousandths)percentofvoting shares;
-votesagainst: zero;
- abstentions: 533 (five hundred thirty-three), corresponding to approximately 0.000 (zero)
percentofvoting shares.
The Chairman thus announces that the resolution on item 2 (two) of the ordinary session’s
Agenda concerning the approval of the allocation of profits for the year 2015 has been
approvedbyamajority.
===
The Chairman moves on to items no. 3 (“2016 Compensation Policy”), no. 4 (“2016
Incentive System”), no.5 (“2016 Incentive System for Personal Financial Advisors
Identified Staff”) and no. 6 (“Authorization to purchase and dispose of treasury
shares.Consequentandinherentresolutions")oftheordinarysession’sAgenda,dealing
with them together, although separate proposed resolutions will be tabled. There being no
objections on this item, the Chairman says that, with regard to the authorization to purchase
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and dispose of treasury shares to back the 2016 Incentive System for Personal Financial
Advisors Identified Staff, the process for obtaining the authorization from the Supervisory
Authorityhasbeen started with theEuropean CentralBank.
The Chairman then calls on the Chief Executive Officer and General Manager to briefly
illustrate the key elements of the proposed resolutions, without reading the relevant
documentation, given that the folders containing the relevant Directors’ reports (attached
hereto as “D” as a single file) and the “2016 Compensation Policy” (attached hereto as “E”),
have been distributed to all those in attendance and have been published pursuant to the
conditions and deadlines established by law. In this respect,he notes that the Compensation
Policy includes the informative document on the “2016 Incentive System” and on the
“Incentive System for Personal Financial Advisors Identified Staff”, submitted forthe approval
oftoday’sShareholders’Meeting,aswellastheAnnualCompensation Report.
The Chief Executive Officer and General Manager takes the floor and presents the Directors’
Reportson items3,4,5and6oftheordinarysession’sAgenda.
In conclusion, the ChiefExecutive Officer and GeneralManagerreads the following resolution
proposals (included in the abovementioned Reports) on items 3, 4, 5, and 6 of the ordinary
session’sAgenda:
-On item3: “DearShareholders,withregardtoitem3oftheAgenda,youareasked:
- toapprove the “2016FinecoBankCompensation Policy”, ascontained in the attached
documentwhichformsanintegralpartofthisReport,inordertodefinetheprinciplesand
standards that FinecoBank shall apply in designing, implementing and monitoring the
compensationpolicyandtheremunerationplans throughouttheorganization;
-toconfertotheChairmanandtotheChiefExecutiveOfficerandGeneralManager,also
separately,everyopportunepowerofattorneytomakeanyadditionsand/ormodificationsto
theabovePolicythatmaybenecessaryfortheimplementationoftheresolution,resulting
fromchangeswhichare:
a.legislativeand/orregulatory
b.requiredbytheregulators
c.whichmightbeappropriateinlightoffurtherclarificationsandrecommendationsthatmay
besubsequentlyissued,orotherwisecommunicatedbytheregulators
d.madebytheShareholders’MeetingofUniCreditonApril14,2016tothe2016Group
CompensationPolicy,whichwouldrenderthe2016PolicyofFinecoBanknolongerconsistent
withthatoftheGroup.”;
- On items 4and 5: “DearShareholders,withregardtoitems4and5oftheAgenda,youare
askedtoapprovethefollowingproposal:
-toadoptthe2016IncentiveSystemwhichprovidesfortheallocationofanincentive,incash
and/orFinecofreeordinaryshares,tobeperformedbyApril2022,toselectedFinecoBank
beneficiariesinthemannerandwithinthedeadlinesdescribedabove;
-toconfertotheChairmanandtotheChiefExecutiveOfficerandGeneralManager,also
separately,allnecessarypowerofattorneytoimplementthisresolutionandthedocuments
whichareanintegralpartofit,also renderinganyamendmentsand/oradditionsthatmaybe
necessarytoimplementthedecisionsoftoday’sShareholders’Meeting(withoutsubstantially
changingthecontentoftheresolution).
-toadoptthe2016IncentiveSystemforPersonalFinancialAdvisors(PFA)IdentifiedStaff
whichprovidesfortheallocationofanincentiveincashand/orFinecoBankordinaryshares,to
beperformedbyJuly2021,toselectedFinecoBankPFAbeneficiariesinthemannerandterms
describedabove;
-toconfertotheChairmanandtotheChiefExecutiveOfficerandGeneralManager,also
separately, every opportune power of attorney to implement this resolution and the
documentswhichareanintegralpartofit,alsorenderinganyamendmentsand/oradditions
thatmaybenecessarytoimplementthedecisionsoftoday’sShareholders’Meeting(without
TranslationinEnglishofthedocumentoriginallyissuedinItalian.Intheeventofany
discrepancytheItalianlanguageversionshallprevail
substantiallychangingthecontentoftheresolution”);
- On item 6: “DearShareholders,withregardtoitem6oftheAgenda,youareaskedto
approvethefollowingproposal:
-toauthorizethepurchaseandthedisposalofamaximumof250,000(twohundredfifty
thousand)treasuryshares,correspondingtoanominalvalueof€0.33(thirty-threecents)
each,underthetermsandconditionsdescribedabove,providedthatthebuybackofthe
treasurysharesmayonlybeperformedafterreceivingthenecessaryauthorizationfromthe
Regulator,pursuanttoarticles77-78Reg.EUno.575/2013(CRR)datedJune26,2013.
-ToconfertotheBoardofDirectorsandconsequentlytotheChairmanandtotheChief
ExecutiveOfficerandGeneralManager,alsoseparately,everyopportunepowerofattorneyto
implementthisresolution and make therequired marketdisclosures, inaccordance with
applicableregulations."
The Chairman takes thefloor again and declares the opening ofdiscussion on items no. 3, 4,
5and 6oftheordinarysession’sAgenda.
As nobody asks to take the floor, the Chairman puts to vote (using the radiovoter) the
proposed resolution previously read by the CEOand GeneralManagerregarding item 3of the
ordinary session’s Agenda (“2016 Compensation Policy”), after having asked those in
attendance to declare any exclusions from the right to vote, or restrictions thereon, pursuant
to articles 120, 121 and 122 of Legislative Decree no. 58/1998 and the associated Consob
Regulations, and articles 19, 20, 24 and 25 of Legislative Decree no. 385/1993, and after
having checked that none of the participants states that they are prevented from exercising
theirrighttovote.
The resolution proposal (as 427 shareholders entitled to vote take part in the voting on own
behalf or by proxy, representing 521,181,707 - five hundred twenty-one million one hundred
eighty-one thousand seven hundred seven- shares, each entitling the bearer to one vote)
received (asdetailed in thedocumentattachedas“F”):
- votes in favour: 515,824,590 (five hundred fifteen million eight hundred twenty-four
thousand five hundred ninety), corresponding to approximately 98.972 (ninety-eight, nine
hundred seventy-twothousandths)percentofvoting shares;
-votesagainst: 4,544,421 (fourmillion fivehundred forty-fourthousand fourhundred twenty-
one), corresponding to approximately 0.871 (eight hundred seventy-one thousandths) per
centofvoting shares;
-abstentions: 812,696(eighthundred twelvethousand sixhundred ninety-six),corresponding
toapproximately0.155(onehundred fifty-fivethousandths)percentofvoting shares;
The Chairman thus announces that the resolution on item no. 3 (three) of the ordinary
session’sAgendaconcerning the2016Compensation Policyhasbeenapprovedbyamajority.
===
The Chairman puts to vote (using theradiovoter) the proposed resolution previously read by
the CEO and General Manager regarding item 4 of the ordinary session’s Agenda (“2016
Incentive System”), afterhaving asked those in attendance to declare any exclusions from
the right to vote, or restrictions thereon, pursuant to articles 120, 121 and 122 of Legislative
Decreeno.58/1998 and the associated Consob Regulations, and articles 19, 20,24 and 25 of
LegislativeDecreeno.385/1993,and afterhaving checked thatnoneoftheparticipantsstates
thattheyareprevented fromexercising theirrighttovote.
The resolution proposal (as 427 shareholders entitled to vote take part in the voting on own
behalf or by proxy, representing 521,181,707 - five hundred twenty-one million one hundred
eighty-one thousand seven hundred seven- shares, each entitling the bearer to one vote)
received (asdetailed in thedocumentattachedas“F”):
- votes in favour: 520,843,734 (five hundred twenty million eight hundred forty-three
thousand seven hundred thirty-four), corresponding to approximately 99.935 (ninety-nine,
ninehundredand thirty-fivethousandths)percentofvoting shares;
TranslationinEnglishofthedocumentoriginallyissuedinItalian.Intheeventofany
discrepancytheItalianlanguageversionshallprevail
- votes against: 334,940 (three hundred thirty-four thousand nine hundred forty),
corresponding toapproximately0.064(sixty-fourthousandths)percentofvoting shares;
- abstentions: 3,033 (three thousand thirty-three), corresponding to approximately 0.000
(zero)percentofvoting shares.
TheChairman thusannouncesthattheresolution on itemno.4(five)oftheordinarysession’s
Agendaconcerning the2016IncentiveSystemhasbeen approved byamajority.
===
The Chairman puts to vote (using theradiovoter) the proposed resolution previously read by
the CEO and General Manager regarding item 5 of the ordinary session’s Agenda (“2016
Incentive System for Personal Financial Advisors Identified Staff”), after having
asked those in attendance to declare any exclusions from the right to vote, or restrictions
thereon, pursuant to articles 120, 121 and 122 of Legislative Decree no. 58/1998 and the
associated Consob Regulations, and articles 19, 20, 24 and 25 of Legislative Decree no.
385/1993, and after having checked that none of the participants states that they are
prevented fromexercising theirrighttovote.
The resolution proposal (as 427 shareholders entitled to vote take part in the voting on own
behalf or by proxy, representing 521,181,707 - five hundred twenty-one million one hundred
eighty-one thousand seven hundred seven- shares, each entitling the bearer to one vote)
received (asdetailed in thedocumentattachedas“F”):
- votes in favour: 457,569,352 (four hundred fifty-seven million five hundred sixty-nine
thousand three hundred fifty-two), corresponding to approximately 87.794 (eighty-seven,
seven hundredandninety-fourthousandths)percentofvoting shares;
- votes against: 62,799,659 (sixty-two million seven hundred ninety-nine thousand six
hundred fifty-nine), corresponding to approximately 12.049 (twelve, forty-nine thousandths)
percentofvoting shares;
-abstentions: 812,696(eighthundred twelvethousand sixhundred ninety-six),corresponding
toapproximately0.155(onehundred fifty-fivethousandths)percentofvoting shares;
TheChairman thusannouncesthattheresolution on itemno.5(five)oftheordinarysession’s
Agenda concerning the 2016 Incentive System for Personal Financial Advisors Identified Staff
hasbeen approvedbyamajority.
===
The Chairman puts to vote (using theradiovoter) the proposed resolution previously read by
the CEO and General Manager regarding item 6 of the ordinary session’s Agenda
("Authorization to purchase and dispose of treasury shares. Consequent and
inherent resolutions”), after having asked those in attendance to declare any exclusions
from the right to vote, or restrictions thereon, pursuant to articles 120, 121 and 122 of
LegislativeDecreeno.58/1998and theassociated Consob Regulations,and articles19,20,24
and 25 of Legislative Decree no. 385/1993, and after having checked that none of the
participantsstatesthattheyarepreventedfromexercising theirrighttovote.
The resolution proposal (as 427 shareholders entitled to vote take part in the voting on own
behalf or by proxy, representing 521,181,707 - five hundred twenty-one million one hundred
eighty-one thousand seven hundred seven- shares, each entitling the bearer to one vote)
received (asdetailed in thedocumentattachedas“F”):
- votes in favour: 520,019,853 (five hundred twenty million nineteen thousand eight hundred
fifty-three), corresponding to approximately 99.777 (ninety-nine, seven hundred seventy-
seven thousandths)percentofvoting shares;
- votes against: 1,161,321 (one million one hundred sixty-one thousand three hundred
twenty-one), corresponding to approximately 0.222 (two hundred twenty-two thousandths)
percentofvoting shares;
- abstentions: 533 (five hundred thirty-three), corresponding to approximately 0.000 (zero)
percentofvoting shares.