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.

It would be useful to make the following comments on the above mentioned project to amend the Articles of Association about to be finalised:

  • notwithstanding the rules established by Article 154-ter of the CFA concerning publication of the annual financial report including the draft financial statements (within 120 days of closure of the financial year), it would seem advisable to enforce the right to establish a longer period of time for calling the Shareholders’ Meeting, in compliance with the provisions of Article 2364 of the Italian Civil Code in the event of particular requirements which must, in any case, be indicated in the “Directors’ report”;

  • alignment of the statutory rules on the right to take part in the Shareholders’ Meeting to Article 83-sexies, paragraph 2, of the CA (record date mechanism).

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.

The “Shareholders’ Meeting Regulation”, 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.

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 Article 5 of the Shareholders’ Meeting Regulation, the Meeting’s Chairman, also drawing on the assistance of qualified Company personnel, checks that proxies are correct, the right of attendees to take part in the Meeting and the latter’s proper empowerment.

All those who attend have the right to take the stand on each of the topics discussed. Those who intend to speak must ask the Chairman, presenting him with a written request indicating the topic to which the request refers. The request must be presented 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 submittal of requests to speak by a show of hands. In such cases the Chairman gives permission to speak according to the alphabetical order of requesters’ surnames. Members of the Board of Directors and the General Manager can ask to take part in the discussion.

Managers and Middle Managers of the Company and Group Directors, Managers and Middle Managers take the stand when the Chairman deems this useful in relation to the subject to be discussed. The Chairman and, at his request, the CEO and General Manager answer at the end of each intervention or after completion of all interventions on an individual agenda item.

On occasion of 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.

During the financial year, the shareholdings of two members of the Board of Directors (Francesca Maderna and Marina Salamon) went down below the threshold of 2%, while 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 2010

5.240

53,811,095.00

281,970,137.80

30 December 2011

4.000

53,811,095.00

215,244,380.00

Source: Bloomberg, closing price (PX-LAST)

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