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

596 Pages·2015·12.53 MB·English

Translation in English of the document originally issued in Italian.
In the event of any discrepancy, the Italian language version prevails.

File no. 32,015 Record no. 14,947
Minutes of the Ordinary and Extraordinary Shareholders' Meeting
REPUBLIC OF ITALY
On the twenty-third day of April of the year two thousand and fifteen
(23 April 2015)
In Milan (MI) in Corso Magenta no. 61
at 10.05 AM

At the request of the Board of Directors of:
“FinecoBank Banca Fineco S.p.A.",
a Bank registered in the Register of Banks and belonging to the UniCredit Banking Group (Register of
Banking Groups no. 020081), with Registered Office in Milan, Piazza F. Durante 11, Share Capital
Euro 200,150,191.89 (fully paid-in), Tax Code and Registration with the Company Register of Milan
no. 12962340159, (Milan R.E.A. no. 1598155, under the management and coordination of “UniCredit S.p.A.”
(hereinafter “Company” or “Bank” or “FinecoBank”);
I, Mr Angelo BUSANI, Notary Public resident in Milan, a registered member of the Notary Boards of Milan,
am in attendance and responsible for drawing up the minutes of the Ordinary 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 discuss and resolve on the following

Agenda:
Ordinary session
1. Approval of the FinecoBank S.p.A. financial statements at December 31, 2014, accompanied by the
Reports of the Board of Directors and the Independent Auditors, and the Report of the Board of Statutory
Auditors.
2. Allocation of the profits of FinecoBank S.p.A. for the year 2014.
3. 2015 Compensation Policy.

4. Severance Payments Policy.
5. 2015 Incentive System.
6. Incentive System for Financial Advisors.
Extraordinary session
1. Amendments to article 6 of the Articles of Association in accordance with the Supervisory Regulations for
Banks on remuneration and incentive policies and practices.
2. Delegation to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, of the authority to
approve a free capital increase – on one or more occasions and for a maximum period of five years starting
from the date of the shareholders’ resolution, pursuant to Article 2349 of the Italian Civil Code – for a
maximum amount of Euro 131,159.49 (to be allocated in full to share capital at Euro 0.33 per share,
corresponding to the nominal value per share), through the issue of a maximum of 397,453 new Fineco
ordinary shares with a nominal value of Euro 0.33 each, with the same characteristics as those in circulation
and with regular dividend entitlement, to be granted to the Personnel of FinecoBank in implementation of the
2015 Incentive System; corresponding update of the Articles.
Attending the Meeting
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 chairmanship functions,
pursuant to article 10 (ten), paragraph 1 (one), of the Articles of Association in effect:
a) declares that, pursuant to article 7 of the Articles of Association, the notice convening the
Shareholders' Meeting containing the Agenda, was published on 24 March 2015 on the FinecoBank
website, at the Registered Office and Headquarters of the Company, and on the accredited storage
system www.1info.it; a copy of the Agenda was inserted into the folder provided to the attendees at
the meeting; and an excerpt of the Notice of Call of the Meeting was published on 24 March 2015 in
the newspapers “Il Sole 24 Ore” and “MF”;
b) calls the undersigned Notary Public to draft the minutes of the ordinary and extraordinary sessions of
the Meeting, in the form of a public deed;
c) points out that, if necessary, simultaneous interpretation is available for English and Italian; all
speeches can only be made from the speaker's stand;
d) states that the following people are in attendance, from the Board of Directors, in addition to himself:
Alessandro Foti (Chief Executive Officer and General Manager) and the Directors: Pietro Angelo
Guindani, Gianluigi Bertolli, Mariangela Grosoli, Girolamo Ielo (the Directors Marina Natale, Laura
Stefania Penna and Francesco Saita apologized for their non-attendance); and, from the Board of
Statutory Auditors: Gian Carlo Noris Gaccioli (Chairman), Barbara Aloisi and Marziano Viozzi; and
that Head Office Senior Managers and other bank and holding personnel involved in organizing the
Meeting, pursuant to Article 2 of the Meeting Regulations, are also present;
e) states also that, pursuant to Article 2 of the same Meeting Regulations, experts, financial analysts
and accredited trade journalists are allowed to access the Meeting in a separate room connected via
a closed-circuit audio-visual system;
f) announces that also in attendance are Messrs: Paolo Gibello Ribatto, Cristina Leone and Valentina
Vivo, representing the accounting firm Deloitte & Touche S.p.A., to which the statutory accounting
supervision of the Company’s Financial Statements was entrusted;
g) advises that, pursuant to and for the purposes stated in Article 3, section 2, of the Meeting
Regulations, the Meeting will be filmed and recorded;
h) states that at today’s date the Company’s subscribed and paid-in share capital amounted to
Euro 200,150,191.89 (two hundred million, one hundred and fifty thousand, one hundred and ninety-
one euros, eighty-nine cents), divided into 606,515,733 (six hundred and six million, five hundred
and fifteen thousand, seven hundred and thirty-three) ordinary shares with a nominal value of
Euro 0.33 (thirty-three cents) each;
i) announces that the compliance of proxies with the provisions of Art. 2372 of the Civil Code and
Article 135-novies of the Legislative Decree no. 58/1998 has been verified;
j) notes that there are currently 482,580,929 (four hundred eighty-two million, five hundred and eighty
thousand, nine hundred twenty-nine) ordinary shares represented at the Meeting, equating to 79.566
per cent (seventy-nine, five hundred and sixty-six thousandths) of the ordinary share capital,
corresponding to 243 (two hundred and forty-three) rights holders voting on their own behalf or by
proxy (a list of shareholders in attendance or represented at the Shareholders’ Meeting is attached
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 Decree
no. 58/1998 as “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 the contents of the Register of Shareholders, as updated for notices
received pursuant to the law and for checks carried out for the purposes of admission to voting, the Register
of Shareholders currently reports a total of approximately 10,200 shareholders; the following shareholders
hold over 2 per cent of voting share capital either directly or indirectly and had given the notifications
required by existing laws and regulations:
- “Unicredit S.p.A.” holding 397,108,033 (three hundred ninety-seven million, one hundred and eight
thousand and thirty-three) ordinary shares, equating to 65.474 per cent (sixty-five, four hundred
seventy-four thousandths) of the ordinary share capital;
- “Threadneedle Asset Management Holding LT” holding 13,500,000 (thirteen million, five hundred
thousand) ordinary shares, equating to 2.226 per cent (two, two hundred twenty-six thousandths) of
the ordinary share capital.
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 make their contribution from the
speaker's stand only (avoiding speaking from their seat).
Pursuant to Article 17 of the Meeting Regulations, the Chairman states that:
a) the voting will take place through a computerized system using the voting terminals (or “radiovoters”)
in possession of each participant;
b) the folder received on admission contained instructions on how to use the voting terminal;
c) the voters with the right to vote should cast their votes for each ballot, only once they have been
asked to do so, by pressing the corresponding button on the voting terminal and then confirming
their choice by pressing the "OK" button;
d) the proxy holders and representatives of fiduciary companies needing to cast different votes at each
ballot should inform me, a Notary Public, of this requirement and cast their votes at the specific
"assisted voting stations" set up for this purpose;
e) the electronic system used to record the number of persons present and votes cast produced the
following documents, which will be annexed to the Meeting's minutes: the lists of shareholders
present in person and by proxy (as above, attached as “A”); the lists that specify the names of
persons who arrived later or who left the meeting hall; the separate lists for the different types of vote
cast.
The Chairman indicated that the Company’s “Report on corporate governance and ownership structures
pursuant to Article 123-bis of Legislative Decree 58/1998” (attached as “B”) had been made available to
shareholders and the market in accordance with the law (the aforementioned report is included in the folder
handed out to all in attendance); no shareholders raised questions on Agenda items prior to the Meeting
pursuant to Art. 127-ter of Legislative Decree 58/1998.
The Chairman then turned to the Agenda of the ordinary session.
===
Given the close connection between items no. 1 “Approval of the FinecoBank S.p.A. financial statements
at December 31, 2014, accompanied by the Reports of the Board of Directors and the Independent
Auditors, and the Report of the Board of Statutory Auditors”) and no. 2 (“Allocation of the profits of
FinecoBank S.p.A. for the year 2014”) on the Agenda, the Chairman proposes dealing with them together,
however, the two resolutions will be submitted separately for approval and invites the Chief Executive Officer
and General Manager, Mr Alessandro Foti, to give an overview of the topics at hand, and providing there are
no objections, the documents are not read out in their entirety, since the draft accounts and the Reports have
been made available to all participants and published on the Company’s in the manner and terms required
by law (attached as “C”, in a single file, the individual Financial Statements for the year ending December 31,
2014, along with Reports from the Board of Directors on operations, the Certification of the annual financial
statements pursuant to Art. 81-ter of Consob Issuers Regulations 11971/1999, the Reconciliation of
condensed accounts to mandatory reporting schedule and Reports from the Board of Statutory Auditors and
the external auditors).
The Chief Executive Officer and General Manager takes the floor and gives an overview of the results of the
year 2014. At the end of the speech, the Chief Executive Officer and General Manager reads the following
resolution proposals on Agenda items no. 1 and 2 in Ordinary session:
- on Agenda item one: "Dear Shareholders, as regards Agenda item no. 1, concerning the approval of
the FinecoBank S.p.A. Financial Statements as at December 31, 2014, we invite you to approve
FinecoBank S.p.A.’s Financial Statements as at December 31, 2014, as set out by the Board of
Directors in their entirety and in each entry. The Financial Statements consist of the Balance Sheet,
Income Statement, Statement of Comprehensive Income, Statement of Changes in Shareholders'
Equity, Cash Flow Statement and the Notes to the Accounts, and is accompanied by the Directors'
Report on Operations, on the Bank's economic results and financial position. In addition, the
Financial Statements folder includes the Certification of Annual Financial Statements pursuant to
Article 81-ter of Consob Issuers Regulation no. 11971 of May 14, 1999 and subsequent
amendments, the Report of the Board of Statutory Auditors pursuant art. 153 of the Legislative
Decree no. 58 of February 24, 1998 and the Report of the External Auditors pursuant art. 14 and 16
of the Legislative Decree no. 39 of January 27, 2010”;
- on Agenda item two: "Dear Shareholders, we recommend the following allocation of the net profit
equal to €149,906,667.70 (one hundred and forty-nine million, nine hundred and six thousand, six
hundred sixty-seven and seventy cents) as following: €6,968,796.04 (six million, nine hundred and
sixty-eight thousand, seven hundred ninety-six, four cents) to the Legal Reserve, equal to 4.65%
(four and sixty-five cents) of profit for the year, having reached the limit of a fifth of the share capital;
€21,634,725.06 (twenty-one million, six hundred and thirty-four thousand, seven hundred twenty-
five, six cents) to the Extraordinary Reserve; €121,303,146.60 (one hundred twenty-one million,
three hundred three thousand, one hundred forty six, sixty cents) to the Shareholders, equal to a
dividend of €0.20 (twenty cents) for each of the 606,515,733 (six hundred six million, five hundred
fifteen thousand, seven hundred thirty three) ordinary shares with nominal value of €0.33 (thirty-three
cents) comprising the share capital following the capital increase approved by the Board of Directors
on February 9, 2015”.
The Chief Executive Officer and General Manager then provides the disclosure required by CONSOB in
Communication no. 3558 of April 18, 1996: the Shareholders’ Meeting of April 16, 2013 approved the
reasoned proposal of the Board of Statutory Auditors, for the appointment of “Deloitte & Touche S.p.A.”, for
the period 2013-2021, to audit the financial statements and to verify over the year the accounting records
and the correct reporting of accounting entries; the financial statements auditing of the half year financial
statement and the checks for the purpose of signing the fiscal declarations of the Bank and the associated
fees, on the basis of the rates fixed, according to the hourly cost at the moment of the appointment, inclusive
of the Istat cost of living adjustment, for the year 2014 are a total amount of €154,285, excluding VAT and
net of the supervisory fees payable, for 2,470 employed hours.
The Chairman takes the floor again and invites Mr Paolo Gibello Ribatto, a partner of the audit firm “Deloitte
& Touche S.p.A.”, to read out the Audit Report drafted in compliance with the law.
Mr Paolo Gibello Ribatto reads out the Report.
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, if
there were no objections, to omit reading the full report, since it is available to all those in attendance and
has been published in the manner and terms required by law.
Mr Gian Carlo Noris Gaccioli reads out the conclusions of the Statutory Auditors’ Report.
The Chairman takes the floor again and declares discussion to be open on points no. 1 and no. 2 on the
ordinary session’s Agenda.
Since nobody asks to make a contribution, the Chairman turns to the vote (using the radiovoter) on item
no. 1 (one) of the ordinary session’s Agenda concerning the approval of the resolution proposal previously
read by the Chief Executive Officer and General Manager (“Approval of the FinecoBank S.p.A. financial
statements at December 31, 2014, accompanied by the Reports of the Board of Directors and the
Independent Auditors, and the 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 nobody present states that they
are prevented from exercising their right to vote.
The resolution proposal (since 244 shareholders entitled to vote take part in the voting on own behalf or by
proxy, representing 482,585,929 (four hundred and eighty-two million, five hundred and eighty-five thousand,
nine hundred and twenty-nine) ordinary shares, each entitling the bearer to one vote) received (as detailed in
the document attached as “H”):
- votes in favour: 482,226,463 (four hundred and eighty-two million, two hundred and twenty-six
thousand, four hundred and sixty-three) corresponding to 99.925 (ninety-nine, nine hundred and twenty-
five thousandths) per cent of the share capital present and entitled to vote;
- votes against: 153,866 (one hundred and fifty-three thousand, eight hundred sixty-six) corresponding to
0.031 (thirty-one thousandths) per cent of the share capital present and entitled to vote;
- abstentions: 205,600 (two hundred and five thousand, six hundred) corresponding to 0.042 (forty-two
thousandths) per cent of the share capital present and entitled to vote.
The Chairman thus announces that the resolution on item no. 1 (one) of the Agenda of the Ordinary session
concerning the approval of FinecoBank’s Financial Statements as at 31 December 2014 has been approved
by a majority.
===
The Chairman moves on to the vote (using the radiovoter) on item no. 2 (two) on the ordinary session’s
Agenda concerning the approval of the resolution proposal previously read by the Chief Executive Officer
and General Manager (“Allocation of the profits of FinecoBank S.p.A. for the year 2014”), 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 nobody present
states that they are prevented from exercising their right to vote.
The resolution proposal (since 244 shareholders entitled to vote take part in the voting on own behalf or by
proxy, representing 482,585,929 (four hundred and eighty-two million, five hundred and eighty-five thousand,
nine hundred and twenty-nine) ordinary shares, each entitling the bearer to one vote) received (as detailed in
the document attached as “H”):
- votes in favour: 482,380,329 (four hundred and eighty-two million, three hundred and eighty thousand,
three hundred and twenty-nine) corresponding to 99.957 (ninety-nine, nine hundred and fifty-seven
thousandths) per cent of the share capital present and entitled to vote;
- votes against: 0 (zero) corresponding to 0.00 (zero) per cent of the share capital present and entitled to
vote;
- abstentions: 205,600 (two hundred and five thousand, six hundred) corresponding to 0.042 (forty-two
thousandths) per cent of the share capital present and entitled to vote.
The Chairman thus announces that the resolution on item 2 (two) of the ordinary session’s Agenda
concerning the approval of the allocation of FinecoBank’s profits for the year 2014 has been approved by a
majority.
===
The Chairman moves on to items no. 3 (“2015 Compensation Policy”), no. 4 (“Severance Payments
Policy”), no. 5 (“2015 Incentive System”) and no. 6 (“Incentive System for Financial Advisors”) on the
ordinary session’s Agenda, dealing with them together, although separate proposed resolutions will be
tabled.
As there are no objections, the Chairman called on the Chief Executive Officer and General Manager to
briefly illustrate the key elements of the resolution proposals, without reading the relative documentation,
given that the folder distributed to all those in attendance includes the Directors’ reports on items no. 3, 4, 5,
and 6 of the ordinary session’s Agenda (attached as “D”) the “2015 Compensation Policy” (attached as “E”)
and “Severance Payments Policy” (attached as “F”), and has been published pursuant to the terms and
conditions established by law. He notes that the Compensation Policy includes the informative document on
2015 Incentive System and on the Incentive System for Financial Advisors, submitted for the approval of
today’s Shareholders’ Meeting, as well as the Annual Compensation Report.
The Chief Executive Officer and General Manager takes the floor and he illustrates briefly the contents of the
Directors’ report on items no. 3, 4, 5, and 6 of the ordinary session’s Agenda, on the “2015 Compensation
Policy” and on the “Severance Payments Policy”.
In conclusion, the Chief Executive Officer and General Manager reads the following resolution proposals
(included in the abovementioned Reports) on items 3, 4, 5, and 6 of the ordinary session’s Agenda:
- on item no. 3: “The approval of the “2015 FinecoBank Compensation Policy”, as contained in the
attached document which forms an integral part of the present Report, in order to define the
principles and standards that FinecoBank shall apply to the design, implementation and monitoring
of compensation policy and remuneration plans throughout the organization.
To confer to the Chairman and the Chief Executive Officer and General Manager, also separately,
every opportune power of attorney to make any additions and/or modifications to the above Policy
that may be necessary for the implementation of the resolution, resulting from changes which are:
a. legislative and/or regulatory
b. required by the regulators
c. which could be appropriate in light of any further clarifications and recommendations that may be
subsequently issued, or otherwise communicated by the regulators
d. made by the Shareholders’ Meeting of UniCredit on May 13, 2015 to the 2015 Group
Compensation Policy, which would render the 2015 Policy of FinecoBank no longer consistent with
that of the Group.”;
- on item no. 4: “The approval of the “Termination Payment Policy”, as per the attached document
which forms an integral part of this Report, in order to define the general principles, the limits, the
criteria and procedures for payment of compensation to be granted in the case of early termination of
the employment relationship or early termination of the position.
To confer to the Chairman and the Chief Executive Officer and General Manager, also separately,
every opportune power of attorney to make any additions and/or modifications to the above Policy
that may be necessary for the implementation of the resolution, resulting from changes which are:
a. legislative and/or regulatory;
b. required by the regulators;
c. which might be appropriate in light of further clarifications and recommendations that may be
subsequently issued, or otherwise communicated by the regulators;
d. made by the Shareholders’ Meeting of UniCredit on May 13, 2015 to the Termination Payments
Group Policy of UniCredit, which would render the Termination Payments Policy of FinecoBank no
longer consistent with that of the Group.”;
- on item no. 5: “1. To adopt the 2015 Incentive System which provides for the allocation of an
incentive, in cash and/or Fineco free ordinary shares, to be performed by May 2021, to selected
FinecoBank beneficiaries in the manner and terms described above; 2. The conferral to the
Chairman and the Chief Executive Officer and General Manager, also separately, of every opportune
power of attorney to implement the present resolution and the documents which represent part of it,
also rendering any amendments and/or integrations which should be necessary to enact the present
deliberations of today’s Shareholders’ Meeting (not changing substantially the content of the
resolution)”;
- on item no. 6: “1. To adopt the 2015 Incentive System for Financial Advisors belonging to Identified
Staff which provides for the allocation of an incentive, in cash and/or Phantom shares, to be
performed by July 2020, to selected beneficiaries among the Financial Advisors of FinecoBank, in
the manner and terms described above; 2. To confer to the Chairman and the Chief Executive
Officer and General Manager, also separately, every opportune power of attorney to implement the
present resolution and the documents which represent part of it, also rendering any amendments
and/or integrations which should be necessary to enact the present deliberations of today’s
Shareholders’ Meeting (not changing substantially the content of the resolution).”.
The Chairman takes the floor again and declares the discussion’s opening on items no. 3, 4, 5 and 6 on the
ordinary session’s Agenda.
Since nobody asks to make a contribution, the Chairman turns to the vote (using the radiovoter) on item
no. 3 (three) of the ordinary session’s Agenda concerning the approval of the resolution proposal previously
read by the Chief Executive Officer and General Manager (“2015 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 nobody present
states that they are prevented from exercising their right to vote.
The resolution proposal (since 244 shareholders entitled to vote take part in the voting on own behalf or by
proxy, representing 482,585,929 (four hundred and eighty-two million, five hundred and eighty-five thousand,
nine hundred and twenty-nine) ordinary shares, each entitling the bearer to one vote) received (as detailed in
the document attached as “H”):
- votes in favour: 482,044,935 (four hundred and eighty-two million, forty-four thousand, nine hundred
and thirty-five) corresponding to 99.887 (ninety-nine, eight hundred and eighty-seven thousandths) per
cent of the share capital present and entitled to vote;
- votes against: 335,394 (three hundred and thirty-five thousand, three hundred ninety-four)
corresponding to 0.069 (sixty-nine thousandths) per cent of the share capital present and entitled to
vote;
- abstentions: 205,600 (two hundred and five thousand, six hundred) corresponding to 0.042 (forty-two
thousandths) per cent of the share capital present and entitled to vote.
The Chairman thus announces that the resolution on item no. 3 (three) of the ordinary session’s Agenda
concerning the 2015 Compensation Policy has been approved by a majority.
===
The Chairman turns to the vote, (using the radiovoter) on item no. 4 (four) of Ordinary session’s Agenda
concerning the approval of the resolution proposal previously read by the Chief Executive Officer and
General Manager (“Severance Payments 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 nobody present states that they are prevented from
exercising their right to vote.
The resolution proposal (since 244 shareholders entitled to vote take part in the voting on own behalf or by
proxy, representing 482,585,929 (four hundred and eighty-two million, five hundred and eighty-five thousand,
nine hundred and twenty-nine) ordinary shares, each entitling the bearer to one vote) received (as detailed in
the document attached as “H”):
- votes in favour: 481,562,695 (four hundred and eighty-one million, five hundred and sixty-two thousand,
six hundred and ninety-five) corresponding to 99.787 (ninety-nine, seven hundred and eighty-seven
thousandths) per cent of the share capital present and entitled to vote;
- votes against: 817,634 (eight hundred and seventeen thousand, six hundred and thirty-four)
corresponding to 0.169 (one hundred and sixty-nine thousandths) per cent of the share capital present
and entitled to vote;
- abstentions: 205,600 (two hundred and five thousand, six hundred) corresponding to 0.042 (forty-two
thousandths) per cent of the share capital present and entitled to vote.
The Chairman thus announces that the resolution on item no. 4 (four) of the ordinary session’s Agenda
concerning the Severance Payments Policy has been approved by a majority.
===
The Chairman turns to the vote (using the radiovoter) on item no. 5 (five) of the ordinary session’s Agenda
concerning the approval of the resolution proposal previously read by the Chief Executive Officer and
General Manager (“2015 Incentive System”), 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 nobody present states that they are prevented from
exercising their right to vote.
The resolution proposal (since 244 shareholders entitled to vote take part in the voting on own behalf or by
proxy, representing 482,585,929 (four hundred and eighty-two million, five hundred and eighty-five thousand,
nine hundred and twenty-nine) ordinary, each entitling the bearer to one vote) received (as detailed in the
document attached as “H”):
- votes in favour: 481,106,765 (four hundred and eighty-one million, one hundred and six thousand,
seven hundred and sixty-five) corresponding to 99.693 (ninety-nine, six hundred and ninety-three
thousandths) per cent of the share capital present and entitled to vote;
- votes against: 1,271,564 (one million, two hundred and seventy-one thousand, five hundred and sixty-
four) corresponding to 0.263 (two hundred and sixty-three thousandths) per cent of the share capital
present and entitled to vote;
- abstentions: 207,600 (two hundred and seven thousand, six hundred) corresponding to 0.043 (forty-
three thousandths) per cent of the share capital present and entitled to vote.
The Chairman thus announces that the resolution on item no. 5 (five) of the ordinary session’s Agenda
concerning the 2015 Incentive System has been approved by a majority.
===
The Chairman turns to the vote (using the radiovoter) on item no. 6 (six) of Ordinary session’s Agenda
concerning the approval of the resolution proposal previously read by the Chief Executive Officer and
General Manager (“Incentive System for Financial Advisors”), 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 nobody present states that they are
prevented from exercising their right to vote.
The resolution proposal (since 244 shareholders entitled to vote take part in the voting on own behalf or by
proxy, representing 482,585,929 (four hundred and eighty-two million, five hundred and eighty-five thousand,
nine hundred and twenty-nine), each entitling the bearer to one vote) received (as detailed in the document
attached as “H”):
- votes in favour: 481,106,765 (four hundred and eighty-one million, one hundred and six thousand,
seven hundred and sixty-five) corresponding to 99.693 (ninety-nine, six hundred and ninety-three
thousandths) per cent of the share capital present and entitled to vote;
- votes against: 1,271,564 (one million, two hundred and seventy-one thousand, five hundred and sixty-
four) corresponding to 0.263 (two hundred and sixty-three thousandths) per cent of the share capital
present and entitled to vote;
- abstentions: 207,600 (two hundred and seven thousand, six hundred) corresponding to 0.043 (forty-
three thousandths) per cent of the share capital present and entitled to vote.
The Chairman thus announces that the resolution on item no. 6 (six) of the ordinary session’s Agenda
concerning the Incentive System for Financial Advisors has been approved by a majority.
===
At 11.10 a.m. (eleven o’clock and ten minutes), the Chairman then declares the ordinary session’s Agenda
closed and moves on to the issues on the Agenda for the Shareholders’ Meeting in extraordinary session,
recalling all the declarations and the information given at the opening of the today’s Ordinary session.
In that regard, he indicates that a total of 482,585,929 (four hundred and eighty-two million, five hundred and
eighty-five thousand, nine hundred and twenty-nine) ordinary shares are represented at the Meeting,
equating to 79.566 (seventy-nine, five hundred and sixty-six thousandths) per cent of the ordinary share
capital, corresponding to 244 (two hundred and forty-four) rights holders voting on their own behalf or by
proxy (a list of shareholders in attendance or represented at the Shareholders’ Meeting is attached as “A”);
he 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 the Legislative Decree no. 58/1998 as
“Appointed Representative”).
He thus declares the Meeting to be duly established and able to pass valid resolutions on the items on the
extraordinary session’s Agenda, in accordance with the law and the Articles of Association. In this regard, he
then indicates that, having been informed beforehand about the proposals submitted to today’s
Shareholders’ Meeting for approval and the resulting amendments to the Articles of Association, the Bank of
Italy has issued its own assessment pursuant to Article 56 of Legislative Decree no. 385/93 on April 16, 2015
(a copy is attached as “J”).
Given the close connection between items no. 1 “Amendments to Clause 6 of the Articles of Association
in accordance with the Supervisory Regulations for Banks on remuneration and incentive policies
and practices”) and no. 2 (“Delegation to the Board of Directors, pursuant to Article 2443 of the Italian
Civil Code, of the authority to approve a free capital increase – on one or more occasions and for a
maximum period of five years starting from the date of the shareholders’ resolution, pursuant to
Article 2349 of the Italian Civil Code – for a maximum amount of Euro 131,159.49 (to be allocated in
full to share capital at Euro 0.33 per share, corresponding to the nominal value per share), through
the issue of a maximum of 397,453 new Fineco ordinary shares with a nominal value of Euro 0.33
each, with the same characteristics as those in circulation and with regular dividend entitlement, to
be granted to the Personnel of FinecoBank in implementation of the 2015 Incentive System;
corresponding update of the Articles”) on the Agenda, the Chairman proposes dealing with them together,
however, the two resolutions will be submitted separately for approval.
Since the Directors’ Reports on the two items of the extraordinary session’s Agenda have been made
available in the folder, for all attending the Meeting and published in the manner and terms required by law
(attached as “G”) at the Registered Office and Headquarters of the Company, on the accredited storage
system www.1info.it and on FinecoBank’s website, providing there are no objections, the documents are not
read out in their entirety, he then invites the Chief Executive Officer and General Manager to illustrate the
key elements of the resolution proposals.
The Chief Executive Officer and General Manager takes the floor and presents the Directors ‘Reports on
items 1 (one) and 2 (two) of the extraordinary session’s Agenda.
At the end of his speech, the Chief Executive Officer and General Manager reads out the following proposed
resolution
- on item 1: “to approve the amendment to Article 6 of the Articles of Association with the following
new text:
“1. The Shareholders’ General Meeting, duly constituted, is the body that expresses the Company’s
will through its resolutions.
2. The Shareholders’ General Meeting meets in ordinary or extraordinary sessions, according to the
law and may be held at the company headquarters or another place that is indicated in the notice
convening the meeting, provided it is within the territory of the Italian state.
3. The operating modes of the Shareholders’ General Meeting are governed by specific Regulations.
4. The Ordinary Shareholders’ General Meeting is convened at least once a year within one hundred
and twenty days from the end of the company’s financial year to deliberate on issues for which the
law and the Articles of Association make it responsible.
5. In particular, the Ordinary Shareholders’ General Meeting, besides establishing the remuneration
paid to the bodies it has appointed, approves: (i) the policies on remuneration and incentives in
favour of members of the bodies with functions of strategic supervision, management and control
and other personnel; (ii) remuneration plans based on financial instruments; (iii) the criteria for
determining the compensation to be granted in the case of early termination of employment or early
retirement from office, including limits set on this amount in terms of annual fixed remuneration and
the maximum amount that results from their application.
6. Also, the Ordinary Shareholders’ General Meeting, upon approval of the remuneration policies,
has the authority to agree a relationship between the variable and fixed component of the
remuneration of individual staff members higher than 1:1 but not exceeding the ratio of 2:1 provided
that the proposal is considered to be validly adopted:
• with the favourable vote of at least 2/3 of the share capital represented at the Shareholders’
General Meeting, in the event that the Shareholders ‘General Meeting is constituted with at least half
of the share capital;