Proxy Solicitation & Information Statement • Mar 8, 2019
Proxy Solicitation & Information Statement
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Computershare S.p.A., through its employee or duly entrusted staff member, acting as Appointed Representative of FinecoBank S.p.A. (the Company) pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF), shall collect proxies for the Ordinary and Extraordinary Shareholders' Meeting convened on April 10, 2019 in single call, in accordance with the terms and conditions stated in the Notice of the Meeting published on the company's website www.finecobank.com.
The proxy and voting instructions, to be conferred by April 8, 2019, may be revoked within the same date with the procedures used for the conferral. Conferral of proxy and voting instructions by signing and submitting this form is free of charge, except where transmission or postal charges apply.
Computershare S.p.A., acting as Appointed Representative, is not subject to any conflicts of interest as defined under Article 135-decies of Legislative Decree 58/98. However, in the event of unknown circumstances or in the event of amendment or integration to the motions presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received.
| * mandatory information | |||||
|---|---|---|---|---|---|
| The undersigned * | Place of birth * | ||||
| Date of birth * | Tax code * | Resident in (town/city) | * | ||
| At (street address) * |
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| Telephone no. * | |||||
| entitled to vote at the close of business of | April 1, 2019 (record date) |
as (2): |
registered shareholder | ||
| legal representative or agent with authority to sub-delegate | Pledgee | Taker-in | Beneficial interest holder | ||
| official receiver manager |
other (specify) | ||||
| for no. * | Ordinary shares (IT0000072170) | ||||
| (3) registered in the name of |
Place of birth * | ||||
| Date of birth * | Tax code * | Resident in (town/city) | * | ||
| At (street address) * |
|||||
| Registered in the securities account (4) |
no. At |
Bank code (ABI) | Branch code (CAB) | ||
| as resulting from communication no. (5) |
Made by (Bank) |
DECLARES that he/she is aware that the proxy to the Appointed Representative may contain voting instructions even on just a number of proposals on the agenda and that, in this event, the vote shall be exercised only for the proposals in relation to which voting instructions have been conferred.
| DATE Form of identification (6) (type) Issued by |
no. * | SIGNATURE |
|---|---|---|
| -------------------------------------------------------------------- | ------- | ----------- |
It is not possible to grant this proxy form without the voting instructions form to be downloaded from the company's website www.finecobank.com. Voting instruction form can be requested by phone at no. +39 011 0923200.
(For use of Appointed Representative only - tick relevant boxes and send to Computershare S.p.A. as per the instructions for filling in)
INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (8)
| VOTING INSTRUCTIONS | |
|---|---|
| Section A/A2: F (for), C (against), A (abstain) |
|
| RESOLUTIONS TO BE VOTED | Section B/C: Confirm, Cancel, Modify |
| previous instructions |
| 1. Approval of the FinecoBank S.p.A. financial statements as at December 31st, 2018 and presentation of the Consolidated Financial Statements. |
||||||
|---|---|---|---|---|---|---|
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | |||
| Sections B and C (11) | Conf | Canc | Mod | voting instruction | ||
| B – vote for unknown circumstances |
Conf | Can | F | C | A | |
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A | |
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A | |
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A | |
| 2. Allocation of FinecoBank S.p.A. 2018 net profit of the year. | ||||||
|---|---|---|---|---|---|---|
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | |||
| Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) |
F | C | A | |||
| Sections B and C (11) | Conf | Canc | Mod | voting instruction | ||
| B – vote for unknown circumstances |
Conf | Can | F | C | A | |
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A | |
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A | |
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A |
| 3. 2019 Compensation Policy. | |||||||
|---|---|---|---|---|---|---|---|
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | ||||
| Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) |
F C |
A | |||||
| Sections B and C (11) | Conf | Canc | Mod | voting instruction | |||
| B – vote for unknown circumstances |
Conf | Can | F | C | A | ||
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A | ||
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A | ||
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A |
| 4. Termination Payments Policy. | |||||||
|---|---|---|---|---|---|---|---|
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | ||||
| Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) |
F | C | A | ||||
| Sections B and C (11) | Conf | Canc | Mod | voting instruction | |||
| B – vote for unknown circumstances |
Conf | Can | F | C | A | ||
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A | ||
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A | ||
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A |
| 5. 2019 Incentive System for Employees "Identified Staff". | |||||||
|---|---|---|---|---|---|---|---|
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | ||||
| Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) |
F | C | A | ||||
| Sections B and C (11) | Conf | Canc | Mod | voting instruction | |||
| B – vote for unknown circumstances |
Conf | Can | F | C | A | ||
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A | ||
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A | ||
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A |
6. 2019 Incentive System for Personal Financial Advisors "Identified Staff". Section A – vote for resolution proposed by the Board of Directors (9) F C A Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) F C A Sections B and C (11) Conf Canc Mod voting instruction B – vote for unknown circumstances Conf Can F C A C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) Conf Can F C A C2 – vote for amendment/integration proposed by holder of majority interest (12) Conf Can F C A C3 – vote for amendment/integration proposed by holder of minority interest (12) Conf Can F C A
| 7. Authorization for the purchase and disposal of treasury shares in order to support the 2019 PFA System for the Personal Financial Advisors "Identified Staff". Related and consequent resolutions. |
||||||
|---|---|---|---|---|---|---|
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | |||
| Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) |
F C |
A | ||||
| Sections B and C (11) | Conf | Canc | Mod | voting instruction | ||
| B – vote for unknown circumstances |
Conf | Can | F | C | A | |
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A | |
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A | |
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A |
| 1. Delegation to the Board of Directors, under the provisions of section 2443 of the Italian 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 share capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of Eur 95,021.85 (to be allocated in full to share capital) by issuing up to 287,945 FinecoBank new ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the Identified Staff 2019 of FinecoBank in execution of the 2019 Incentive System; corresponding updates of the Articles of Association. |
|||||
|---|---|---|---|---|---|
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | ||
| Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) |
F | C | A | ||
| Sections B and C (11) | Conf | Canc | Mod | voting instruction | |
| B – vote for unknown circumstances |
Conf | Can | F | C | A |
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A |
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A |
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A |
| 2. Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to resolve in 2024 a free share capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of Eur 30,731.91 corresponding to up to 93,127 FinecoBank new ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the Identified Staff 2018 of FinecoBank in execution of the 2018 Incentive System; corresponding updates of the Articles of Association. |
|||||
|---|---|---|---|---|---|
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | ||
| Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) |
F | C | A | ||
| Sections B and C (11) | Conf | Canc | Mod | voting instruction | |
| B – vote for unknown circumstances |
Conf | Can | F | C | A |
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A |
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A |
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A |
| FINECOBANK | S.p.A. | – Shareholders' |
Meeting April |
10, 2019 |
|
|---|---|---|---|---|---|
| Proxy form |
and Voting |
instructions | to | Computershare | S.p.A. |
| 3. Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to resolve in 2020 a free share capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of Eur 23,333.64 corresponding to up to 70,708 FinecoBank new ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the Identified Staff 2014 of FinecoBank in execution of the 2014 Incentive System; corresponding updates of the Articles of Association. |
|||||
|---|---|---|---|---|---|
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | ||
| Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) |
F | C | A | ||
| Sections B and C (11) | Conf | Canc | Mod | voting instruction | |
| B – vote for unknown circumstances |
Conf | Can | F | C | A |
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A |
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A |
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A |
| 4. Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to resolve in 2020 a free share capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of Eur 139,517.07 corresponding to up to 422,779 FinecoBank new ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the beneficiaries of the 2014 – 2017 Multi Year Plan Top Management for its execution; corresponding updates of the Articles of Association. |
|||||
| Section A – vote for resolution proposed by the Board of Directors (9) |
F | C | A | ||
| Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10) |
F | C | A | ||
| Sections B and C (11) | Conf | Canc | Mod voting instruction |
||
| B – vote for unknown circumstances |
Conf | Can | F | C | A |
| C1 – vote for amendment/integration proposed by the Chairman of the meeting (12) |
Conf | Can | F | C | A |
| C2 – vote for amendment/integration proposed by holder of majority interest (12) |
Conf | Can | F | C | A |
| C3 – vote for amendment/integration proposed by holder of minority interest (12) |
Conf | Can | F | C | A |
| Vote for derivative action against Directors in case it would be proposed by some shareholders pursuant art. 2393, subsection 2, of Italian civil |
|||
|---|---|---|---|
| code upon discussion of the annual financial statements | F | C | A |
Computershare S.p.A., as Appointed Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received in Sections A, B and C.
The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention).
Particularly, if a motion that take the place of the published one is put to a vote or if an alternative resolution to the previously that did not obtain the majority of for-votes required for its approval is proposed, the delegating party shall give voting instructions in Section C which replace or integrate those of Section A.
12. The various voting intentions expressed in relation to the proponents' identity may be identical to each other but such instructions are binding on the Appointed Representative who shall vote only if the proponent's identity is as indicated in the relevant voting instructions.
In the absence of a proposal presented by the board of directors, an integrative proposal presented to the meeting shall be approved. Therefore, the voting instructions are collected by the Appointed Representative in Section C as solely vote instruction on the proposals presented to the meeting by the proponents specified in that section.
(Conflict of interest of the representative and substitutes)
Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply
In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:
a) Has sole or joint control of the company, or is controlled or is subject to joint control by that company;
b) Is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;
c) Is a member of the administrative or control body of the company or of the persons indicated in paragraphs a) and b);
d) Is an employee or auditor of the company or of the persons indicated in paragraph a);
e) Is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);
f) Is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.
Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.
This article shall also apply in cases of share transfer by proxy.
Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.
Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.
Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares of the shareholder concerned are not considered in calculating the majority and the percentage of capital required for the approval of resolutions.
The person appointed as representative shall notify any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.
By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.
Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within ten days of publication of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with article 125-bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, together with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135.
Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125-ter, subsection 1, at the same time as publishing news of the presentation. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, subsection 3.
The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1.
Shareholders requesting integration in accordance with subsection 1 shall prepare a report giving the reason for the proposed resolutions on the new items for which it proposes discussion or the reason relating to additional proposed resolutions presented on items already on the agenda. The report is sent to the administrative body within the final terms for presentation of the request for integration. The administrative body makes the report available to the public, accompanied by any assessments, at the same time as publishing news of the integration or presentation, in the ways pursuant to article 125-ter, subsection 1.
If the administrative body, or should it fail to take action, the board of auditors or supervisory board or management control committee fail to supplement the agenda with the new items or proposals presented in accordance with subsection 1, the court, having heard the members of the board of directors and internal control bodies, where their refusal to do so should prove to be unjustified, orders the integration by decree. The decree is published in the ways set out by article 125-ter, subsection 1.
A derivative action may be brought against directors pursuant to a resolution approved by shareholders, even if the company is in liquidation.
A resolution relating to the responsibility of directors may be put to the vote at a general meeting called for approval of the annual financial statements, even if such resolution is not on the meeting agenda,
provided that it relates to matters occurring within the period to which the financial statements relate.
A derivative action may also be brought by a resolution of the board of statutory auditors passed by a two-thirds majority of its members.
Such action may be brought within five years of the expiry of the director's term of office.
The approval of a resolution to bring derivative action shall result in the removal of the director against whom such action is brought provided that votes representing at least one fifth of share capital are in favor. In such an event, shareholders shall provide for the replacement of that director.
The company may waive its right to bring derivative action and accept a settlement, subject to the waiver and settlement having been approved by shareholders, and provided that such motion is not opposed by minority shareholders representing at least one fifth of share capital, or, for listed companies, at least one-twentieth of share capital, or such percentage as may be established in the company's by-laws in relation to derivative actions brought by the company pursuant to Article 2393-bis.
Pursuant to the Regulation(EU) 2016/679 (the "Regulation")
Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni, 19 (hereinafter, "Computershare" or the " Controller"), Appointed Representative of the company pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF), as controller of "Processing" (as defined in article 4 of the Regulation) of Personal Data (as defined below) provides the present "Information on Personal Data Processing", in compliance with the provisions of the applicable law (article 13 of Regulation and subsequent national legislation)
The personal data of the shareholder and of his possible representative (hereinafter, the "Delegating party"), as well as the residence, the tax code, the details of the identification document, the email address, the telephone number and the shareholding (hereinafter "Personal Data") are communicated by the Delegating party, even by electronic means, to Computershare through this form, in order to grant the proxy to attend and to vote at the shareholders' meeting on behalf of the Delegating party according his voting instructions.
The Controller process the Personal Data of the Delegating party reported in this form, lawfully, fairly and limited to what is necessary in relation to the purposes for which they are processed. The Processing - as collection or any other operation as set forth in the definition of "processing" pursuant article 4 of the Regulation – shall be performed by papery or automated means, implementing the appropriate organizational and logical measures required by the purposes here above mentioned.
The purpose of the Processing by the Controller is to allow the correct expression of voting instruction by the Appointed Representative in the shareholders' meeting on behalf of the Delegating Party, in compliance with the provisions of the aforementioned art. 135-undecies of TUF.
The legal basis of the Processing is represented by:
The collection and the Processing of Personal Data is necessary for the purposes indicated above. Failure to provide the aforementioned Personal Data implies, therefore, the impossibility to establish and manage the above agreement.
The Personal Data will be made accessible, for the purposes mentioned above - before, during and after the shareholders' meeting - to the employees and collaborators of the Controller who are in charge of Processing.
The Personal Data provided will be kept for a period of at least 1 year, in accordance with current legislation and will be disclosed to third parties only in compliance with legal obligations or regulations or at the request of the Authorities. This period is consistent with the provisions of current legislation. Personal Data will be processed within the European Union and stored on servers located within the European Union. The Personal Data will be communicated to the Company to
comply with the obligation under the law regarding the shareholders meeting's minutes, updating of shareholders' register and to third parties only if required by the Authorities.
The Delegating Party has the right to ask, in every moment, which Personal Data and how they are processed . The Delegating party may ask to update, complete, correct or even erase the Personal Data. The Delegating party can also ask to restrict the use of his Personal Data or withdraw the consent to use them, but in such case it will be impossible to attend and vote at the shareholders' meeting. The Personal Data and the voting instructions will be kept for 1 year at disposal of the Authorities.
For the exercise of the aforementioned rights, the Delegating party can write to Computershare to the address reported in the form or to the following email address [email protected]. For the Privacy Policy and all Computershare activities, please visit our website https://www.computershare.com/it/Pages/Privacy.aspx.
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