Remuneration Information • Mar 9, 2018
Remuneration Information
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"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
Approval of the FinecoBank S.p.A. Financial Statements as at December 31, 2017, accompanied by the Reports of the Board of Directors and the Auditing Company. Presentation of the Consolidated Financial Statements.
Dear Shareholders,
We have called this Ordinary Meeting to resolve, inter alia, on the approval of the Financial Statements as at December 31, 2017 and the allocation of the net profit for the year 2017 of FinecoBank S.p.A (the "Company" or "FinecoBank").
In connection with the above, the proposals submitted for your approval are described below.
The Financial Statements for the year ended December 31, 2017 show a profit of Eur 214,283,600.37. While reference is made to the Board of Directors' report, which will be published in the manner and within the deadline set out by law as later explained, we hereby propose to approve the financial statements as at December 31, 2017, in its entirety and to allocate the aforesaid profit as follows:
The dividend approved by the shareholders' meeting shall be paid, in accordance with applicable laws and regulations, on April 25, 2018 with "ex-dividend" date on April 23, 2018. Pursuant to Art. 83 terdecies of Legislative Decree no. 58 of February 24, 1998 ("Consolidated Law on Finance"), therefore, those who appear as shareholders on the basis of the accounting records at the end of the accounting day of April 24, 2018, shall be entitled to receive the dividend.
The Board of Directors clarifies that the portion of undistributed dividends with respect to the treasury shares held by the Bank at the date of April 24, 2018, shall be transferred to the extraordinary reserve.
The documentation envisaged by art. 154-ter of the Consolidated Law on Finance shall be made available to the public at least twenty days prior to the date of the shareholders' meeting in single call. (i.e. by March 20, 2018).
Dear Shareholders, If you agree with the content shown in this report, we ask you to pass the following resolution:
Dear Shareholders,
We have called in this Ordinary Meeting to resolve, inter alia, on the completion of the Board of Statutory Auditors of FinecoBank S.p.A..
In connection with the above, the proposals submitted for your approval are described below.
Following the resignation handed in by Mr. Stefano Fiorini, Chairman and permanent Satutory Auditor of your Company, on September 4, 2017, Mrs. Elena Spagnol, who was already a stand-in Statutory Auditor chosen in the same list as the outgoing Statutory Auditor, replaced him as Chairman and permanent Statutory Auditor, pursuant to Article 23, paragraph 14, of the Articles of Association.
Taking into account that, according to the above-mentioned provisions, the new statutory auditors replacing the statutory auditors no longer in office remain in office until the next Shareholders' Meeting – that shall appoint the statutory auditors abiding by the principle regarding the compulsory presence of the minorities and the balance between the genders – you are invited to complete the Board of Statutory Auditors by appointing a permanent Statutory Auditor whose office will expire at the same time as the members of such Board in office (i.e. at the Meeting called for the approval of the 2019 financial statements) and, if needed, a new stand-in Statutory Auditor.
In this regard, it should be noted that, pursuant to Article 23, paragraph 14, of the Articles of Association, if the appointment of the stand-in Statutory Auditor in lieu of the permanent Statutory Auditor (i.e. Mrs. Elena Spagnol) is not confirmed by the Shareholders' Meeting, he shall return to his position as stand-in Auditor.
On the Company's website there is published the list of the minimum documentation to be provided in connection with possible candidacies for the completion of the Board of Statutory Auditors together with drafts of the declarations to be signed.
If you agree with the content shown in this Report, pursuant to the provisions set forth in the Article of Association and the current laws and regulations, we ask you to appoint a permanent Statutory Auditor for the completion of the Board of Statutory Auditors (and, if necessary, to appoint, a new stand-in Statutory Auditor), who shall remain in office until the end of term of the current Board of Statutory Auditors and, therefore, until the Shareholders' Meeting called to approve the financial statements for the 2019 financial year.
Dear Shareholders,
We called you at the Ordinary Shareholders' Meeting to submit to you the proposal for approval of the "2018 FinecoBank Compensation Policy" (hereafter also the "2018 Compensation Policy"), reported in the attached document which forms an integral part of this Report, prepared in compliance with the provisions of in the Bank of Italy Circular no. 285 of 17 December 2013 on the "Supervisory Provisions for Banks" (hereafter, the "Supervisory Provisions") which provide that the ordinary Shareholders' Meeting approve, among other things, the remuneration policy for the members of the Board of Directors, employees and collaborators not linked to the company by subordinated employment relationships (that in FinecoBank are the financial advisors authorized to offer off-site services). Approval of the compensation policy and incentive systems must be consistent with respect to prudent risk management and long-term strategies, also providing for a correct balance between the fixed and variable components of the remuneration as required by the applicable regulations; with regard to the latter, risk weighting systems and mechanisms aimed at ensuring the connection of the remuneration with actual and lasting results.
Furthermore, again in compliance with the Supervisory Provisions, the 2018 Compensation Policy provides information on the implementation of the 2017 FinecoBank compensation policy, approved by the Shareholders' Meeting on 11 April 2017 (see Section III of the 2018 Compensation Policy, containing the "Annual Report on Remuneration").
It is therefore proposed that this Shareholders' Meeting approve the 2018 Compensation Policy which defines the principles and standards that FinecoBank applies and which are used to define, implement and monitor the compensation policy and systems. The proposal was formulated by the Human Resources function, with the contribution of the Compliance, Risk Management, Finance and Network Control, Monitoring and Network Services functions, with regard to the topics whose description falls within their competence. Shareholders are invited to consult information regarding the implementation of the FinecoBank 2017 Compensation Policy approved by the Shareholders' Meeting on 11 April 2017.
The document is also prepared in fulfillment of the obligations prescribed by Article 123-ter of Legislative Decree 58/98 (also "TUF").
The relevant pillars of the 2018 Remuneration Policy, which are confirmed with respect to those approved by the Shareholders' Meeting on 11 April 2017, are summarized below:
(a) clear and transparent governance;
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
Furthermore, in line with national and international regulations, the main contents of the 2018 Compensation Policy are:
* * *
Dear Shareholders,
if you share the contents and the arguments presented in this Report, we invite you to take the following resolutions:
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
Dear Shareholders,
We have called you to the Ordinary Shareholders' Meeting to submit the proposal for the approval of the 2018 Incentive System aimed at assigning an incentive, in cash and / or in free ordinary shares, to be paid over a multi-year period to FinecoBank employees Identified Staff, according to the methods described below and subject to the achievement of specific performance targets (hereafter, the "2018 System" or "2018 Incentive System").
This proposal is prepared in compliance with the provisions of art. 114-bis of Legislative Decree no. 24 February 1998, n. 58 and also taking into account the implementing rules issued by Consob regarding the allocation of compensation plans based on financial instruments to corporate officers, employees or collaborators; moreover, in compliance with the aforementioned provisions, the information document pursuant to art. 84-bis of Consob Regulation 11971/99 and subsequent amendments that was made available to the public within the terms of the law and to which reference should be made for the detailed description of the Incentive System illustrated in this Report
The proposal is also in line with FinecoBank's Compensation Policy, with the provisions issued by the Bank of Italy on remuneration and incentive policies and practices, with the provisions contained in Directive 2013/36 / EU (Capital Requirements Directive or CRD IV). ), as well as the guidelines issued by the EBA (European Banking Authority). In this regard, it should be noted that, in compliance with the aforementioned provisions, FinecoBank has established the adoption, for employees belonging to the business functions, of a ratio between the variable component and the fixed component equal to 2:1, except of course the application a lower limit according to the provisions of current legislation.
The 2018 System is aimed at incentivizing, retaining and motivating the beneficiaries, in compliance with the provisions issued by national and international authorities with the aim of reaching - in the interest of all stakeholders - remuneration systems aligned with Company's long-term strategies and objectives, linked with company results, adjusted in order to consider all kind of risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive excessive risk taking for the bank and the system in its whole.
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
The following potential beneficiaries of the 2018 System are identified - in line with the criteria set out in the European Commission Regulation no. 604/2014 of 4 March 2014 - as "Identified Staff":
The total number of beneficiaries, as of 10 January 2018, is 16.
(d) the individual performance assessment is based on the achievement of specific goals linked to the five fundamental elements of the UniCredit Group's competency model: "Customers First"; "People Development"; "Cooperation and Synergies"; "Risk Management"; "Execution & Discipline";
(e) the payment of the total incentive so defined will be executed over a multi-year period (2019 2024), as indicated below and on condition that the beneficiaries are in service at the time of each payment:
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|---|
| CEO/GM and other roles foreseen by the law |
20% cash |
10% cash |
20% shares |
10% shares |
10% shares |
20% cash + 10% shares |
| Other Identified Staff | 30% cash |
10% cash |
30% shares |
10% cash+ 10% shares |
10% shares |
- |
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
(k) the FinecoBank free ordinary shares assigned will be freely transferable.
In order to ensure compliance with the current legal and regulatory provisions (including fiscal matter), during the implementation of the 2018 System, it deems appropriate to propose delegation of powers to the Chairman and the Chief Executive Officer and General Manager, also separately among themselves, to make any changes to the 2018 System that do not alter the substance of the resolutions of the Board of Directors and the Shareholders' Meeting, also by resorting to different solutions, which in full compliance with the 2018 System principles, enable the same results to be achieved (i.e. a different percentage distribution of the payments of the different tranches, a different deferral period, a period of restriction on the sale of the shares, the extension of the 2018 System to other beneficiaries considered equivalent to the Identified Staff, also using trust companies; of instruments other than Fineco shares where required by the regulations, the payment of an equivalent amount in cash instead of the allocation of shares, to be determined on the basis of the market value of FinecoBank shares, taking into account the arithmetic mean of the official market prices of the ordinary shares recorded in the month preceding each board resolution related to the actual allocations).
It is understood that the aforementioned changes will in any case be adopted in compliance with the applicable legal and regulatory provisions pro tempore in force.
The issue of free ordinary shares necessary for the implementation of the 2018 System, as in the past, will be carried out in compliance with the provisions of art. 2349 of the Italian Civil Code on the basis of the delegation granted to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code.
For this reason, today's Shareholders' Meeting in extraordinary session will be called to approve the proposal to assign such delegation to the Board of Directors.
In particular, for the purpose of issuing FinecoBank ordinary shares for the 2018 System, the proposal to grant a delegation to the Board of Directors pursuant to art. 2443 of the Civil Code to proceed with the increase in share capital, in compliance with the provisions of art. 2349 of the Italian Civil Code, for a maximum amount of Euro 136,031.94 (to be allocated entirely to capital), by issuing a maximum number of 412,218 new ordinary shares with a nominal value of Euro 0.33 each, with the same characteristics as those in circulation with regular dividend entitlement.
Pursuant to the provisions of art. 2443 of the Italian Civil Code, pursuant to which the Directors may exercise the right to increase the capital for a maximum period of five years from the date of registration of the Shareholders 'Meeting resolution granting the delegation (and therefore with respect to the date of the Shareholders' Meeting resolution up to 2023), for the allocation of the last tranche of shares envisaged for 2024, the proposal to integrate the delegation already conferred on the Board of Directors must be submitted to a future Shareholders' Meeting, so as to complete the execution of the 2018 System.
The issue of free ordinary shares necessary for the implementation of the 2018 System will be made through the use of the special reserve called "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" which, if necessary, may be reconstituted or increased by allocating a portion of available statutory profits or reserves created as a result of the allocation of Company profits which will be identified by the Board of Directors upon exercise of the delegation.
In the event that it is not possible to proceed with the issue (full or partial) of the shares serving the 2018 System (including the case in which the "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" is not enough), the beneficiaries will receive an equivalent amount in cash to be determined on the basis of the arithmetic mean of the official market prices of the FinecoBank ordinary shares recorded in the month preceding the Board resolution that verify the results achieved in 2018.
if you agree with the above, we invite you to approve the proposal on the agenda and, therefore, to take the following resolution:
"The Ordinary Shareholders' Meeting of FinecoBank S.p.A., having heard the proposal of the Board of Directors,
Dear Shareholders,
We have called this ordinary Meeting to request your approval of the 2018-2020 Long Term Incentive Plan for employees (also the "2018-2020 Plan" or the "Plan"), aimed at allocating an incentive in FinecoBank free ordinary shares, to be granted over a multi-year period to selected FinecoBank employees, according to the conditions described below and subject to the achievement of specific performance goals.
This proposal has been formulated in compliance with the provisions of section 114-bis of Decree 58 dated February 24th, 1998, and in accordance with the provisions set forth by Consob with reference to incentive plans based on financial instruments assigned to corporate officers, employees and collaborators; for this purpose, a document describing the details of the incentive systems has been prepared pursuant to Section 84-bis of the Consob Regulation no. 11971/99 and subsequent amendments, and has been made available to the public under the terms of law and reference is made to detailed description of the Plan described in this report.
The proposal is also in line with FinecoBank Compensation Policy, the indications issued by Bank of Italy on remuneration policies and practices and the direction set by the European Directive 2013/36/UE (Capital Requirements Directive or CRD IV) and by EBA (European Banking Authority) guidelines. With this regards, it should be recalled that FinecoBank, in respect to these provisions, has defined the adoption of a ratio between the variable and the fixed remuneration equal to 2:1 for employees who belong to the business functions, except of course the application of a lower limit according to the provisions of current legislation.
The "2018-2020 Plan" aims to incentivize, retain and motivate in the long term the beneficiaries, in compliance with national and international regulatory requirements and with the aim to define – in the interest of all stakeholders – incentive systems aligned with long term company strategies and goals, linked to Company results, adjusted in order to consider all kind of risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive excessive risk taking for the bank and the system in its whole.
The beneficiaries of the Plan are estimated at 10 January 2018 in 65 employees selected from the Bank's "key" resources, including Executives with Strategic Responsibilities. The Heads of the Corporate Control Functions are excluded from the Plan, for which from 2016 a maximum incidence of variable remuneration of 33% on fixed remuneration is applied.
| 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
| CEO and General Manager | 40% shares |
60% shares |
|||
| Other Identified Staff | 60% shares |
20% shares |
20% shares |
||
| Other beneficiaries | 40% shares |
20% shares |
20% shares |
20% shares |
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
In order to ensure compliance with the current legal and regulatory provisions (including fiscal matter), during the implementation of the Plan, it deems appropriate to propose delegation of powers to the Chairman and the Chief Executive Officer and General Manager, also separately among themselves, to make any changes to the Plan that do not alter the substance of the resolutions of the Board of Directors and the Shareholders' Meeting, also by resorting to different solutions, which in full compliance with the Plan principles, enable the same results to be achieved (i.e. a different percentage distribution of the payments of the different tranches, a different deferral period, a period of restriction on the sale of the shares, the extension of the Plan to other beneficiaries considered equivalent to the Identified Staff, also using trust companies; of instruments other than Fineco shares where required by the regulations, the payment of an equivalent amount in cash instead of the allocation of shares, to be determined on the basis of the market value of FinecoBank shares, taking into account the arithmetic mean of the official market prices of the ordinary shares recorded in the month preceding each board resolution related to the actual allocations).
It is understood that the aforementioned changes will in any case be adopted in compliance with the applicable legal and regulatory provisions pro tempore in force.
The issue of free ordinary shares necessary for the implementation of the Plan, will be carried out in compliance with the provisions of art. 2349 of the Italian Civil Code on the basis of the delegation granted to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code.
For this reason, today's Shareholders' Meeting in extraordinary session will be called to approve the proposal to assign such delegation to the Board of Directors.
In particular, for the purpose of issuing FinecoBank ordinary shares for the Plan, the proposal to grant a delegation to the Board of Directors pursuant to art. 2443 of the Civil Code to proceed with the increase in share capital, in compliance with the provisions of art. 2349 of the Italian Civil Code, for a maximum amount of Euro 324,743.10 (to be allocated entirely to capital), by issuing a maximum number of 984,070 new ordinary shares with a nominal value of Euro 0.33 each, with the same characteristics as those in circulation with regular dividend entitlement.
Pursuant to the provisions of art. 2443 of the Italian Civil Code, pursuant to which the Directors may exercise the right to increase the capital for a maximum period of five years from the date of registration of the Shareholders 'Meeting resolution granting the delegation (and therefore with respect to the date of the Shareholders' Meeting resolution up to 2023), for the allocation of the last two tranches of shares envisaged for 2024 and 2025, the proposal to integrate the delegation already conferred on the Board of Directors must be submitted to a future Shareholders' Meeting, so as to complete the execution of the Plan.
The issue of free ordinary shares necessary for the implementation of the Plan will be made through the use of the special reserve called "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" which, if necessary, may be reconstituted or increased by allocating a portion of available statutory profits or reserves created as a result of the allocation of Company profits which will be identified by the Board of Directors upon exercise of the delegation.
In the event that it is not possible to proceed with the issue (full or partial) of the shares serving the Plan (including the case in which the "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" is not enough), the beneficiaries will receive an equivalent amount in cash.
Dear Shareholders,
if you agree with the above, we invite you to approve the proposal on the agenda and, therefore, to take the following resolution:
"The Ordinary Shareholders' Meeting of FinecoBank S.p.A., having heard the proposal of the Board of Directors,
Dear Shareholders,
We have called this ordinary Meeting to request your approval of the 2018 Incentive System for Personal Financial Advisors (hereinafter, "Personal Financial Advisors" or "PFA"), aimed at allocating an incentive in cash and/or in FinecoBank free ordinary shares, to be granted over a multiyear period to a selected group of FinecoBank Personal Financial Advisors Identified Staff, according to the conditions described below.
This proposal has been formulated in compliance with the provisions of art. 114-bis of the Italian Legislative Decree no. 58 dated February 24th, 1998 ("Consolidated Law on Finance"), and in accordance with the provisions set forth by Consob with reference to incentive plans based on financial instruments assigned to corporate officers, employees and collaborators; for this purpose, a document describing the details of the incentive systems has been prepared pursuant to Section 84-bis of the Consob Regulation no. 11971/99 and subsequent amendments, and has been made available to the public under the terms of law and reference is made to detailed description of the 2018 Incentive System described in this report.
The proposal is also in line with FinecoBank Compensation Policy, the indications issued by Bank of Italy( 1 ) on remuneration policies and practices and the direction set by the European Directive 2013/36/UE (Capital Requirements Directive or CRD IV) and by EBA (European Banking Authority) guidelines. With this regards, it should be recalled that FinecoBank, in respect to these provisions, has defined the adoption of a ratio between the variable and the fixed remuneration equal to 2:1 for the Personal Financial Advisors Identified Staff, within the regulatory limit.
( 1 ) 7° update of November 18th, 2014 of "Disposizioni di vigilanza per le banche", Circular no. 285 of December 17th, 2013.
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
The 2018 Incentive System for Personal Financial Advisors Identified Staff (also the "2018 PFA System") aims to retain and motivate the Personal Financial Advisors, in compliance with national and international regulatory requirements and with the aim to define – in the interest of all stakeholders – incentive systems aligned with long term company strategies and goals, linked to Company results, adjusted in order to consider all kind of risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive excessive risk taking for the Bank and the system in its whole.
The potential beneficiaries of the 2018 PFA System, as provided by the criteria issued by Commission Delegated Regulation (EU) No. 604/2014 of March 4th, 2014, are:
The total estimated number of beneficiaries, as on the date of January 10th, 2018, is 10.
(c) the 2018 PFA System besides its aims to retain and motivate beneficiaries confirm the alignment of FinecoBank to the national and international regulatory requirements providing for:
the allocation of a variable incentive defined on the basis of the available bonus pool, of the individual performance evaluation as well as in coherency with the bonus cap set by the ordinary Shareholder's meeting;
the definition of a balanced structure of upfront (done at the moment of performance evaluation) and deferred payments, in cash and in FinecoBank ordinary shares (also "shares");
the distribution of share payments, coherently with the applicable regulatory requirements regarding the application of share retention periods. The payment structure defined requires a retention period on upfront shares of 2 years and of 1 year for deferred shares;
risk adjusted metrics in order to guarantee long-term sustainability with respect to company's financial position and to ensure compliance with regulatory expectations;
entry and malus condition of capital, liquidity and profitability at FinecoBank level and of capital & liquidity at Group level, specific individual compliance and claw back clauses are also provided;
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
| 2019 | 2020 | 2021 | 2022 | 2023 | |
|---|---|---|---|---|---|
| Personal Financial Advisors Identified Staff |
30% cash |
10% cash |
30% shares |
10% shares+ 10% cash |
10% shares |
In order to guarantee the compliance with regulatory and legal dispositions (also in fiscal matter), during the implementation of 2018 PFA System, it deems appropriate to empower the Chairman and the Chief Executive Officer and General Manager, also separately, with every opportune power to implement any eventual change to the 2018 PFA System that do not change substantially the content of resolutions of Board and today's General Shareholders' Meeting, also through alternative solutions that fully comply with the principles of 2018 PFA System and allow achievement of the same results (i.e.: a different percentage distribution of the various instalments of payments; a different period of deferral; paying an equivalent amount in cash in lieu of granting shares, to be determined on the basis of the market value of FinecoBank shares, considering the arithmetic mean of the official closing price of FinecoBank ordinary shares during the month following each Board resolution to execute the actual grant; extension of 2018 PFA System application to other beneficiaries considered as equivalent to identified staff).
It is understood that these amendments will be adopted in any case in accordance with the applicable regulatory provisions.
Dear Shareholders,
If you agree with the above proposal, you are invited to approve it by adopting the following resolution:
"FinecoBank's ordinary shareholders' meeting, having heard the Board of Directors proposal,
We have called this ordinary Meeting to request your approval of the authorization to purchase and to dispose of treasury shares. Related and consequent resolutions.
In order to acquire the financial instruments needed to carry out the 2018 PFA System for the Personal Financial Advisors, it is needed to propose to the Shareholders' Meeting the authorization, pursuant article 2357 civil Code, to purchase and to dispose of treasury shares. In this way the Company will have, by purchasing them on the market, the shares needed to support the 2018 Incentive System for PFA through the assignment of those shares to the beneficiaries who have the right to receive them.
The proposal foresees to confer to the Board of Directors the faculty to carry out repeated and subsequent transactions to buy and sell (or other kind of disposals) treasury shares on a revolving base, also for fractions of the maximum amount authorized, so that, at any time, the number of shares of the purchase proposed and in the Company's ownership does not exceed the limits set by the law and by the authorization provided by the Shareholders' Meeting.
The authorization request is for maximum number of 297,620 ordinary shares, equal to 0.05% of share capital and, therefore, well below the maximum limit of 20% provided by the applicable regulation, also taking into consideration the no. 60,397 treasury shares owned by the Company at the date of the present report, equal to 0.01% of share capital, and also the maximum number of treasury shares that at the moment is estimated to be assigned to support Incentive Systems already approved or that will be approved in the future, or other needs not foreseeable at the moment.
The purchase of treasury shares will be executed within the limits of the distributable earnings and of available supply consequent to the last annual report approved at the moment of the disposal of purchasing operations.
The purchasing of treasury shares reduces the net worth of an equal amount, through the inclusion in the balance sheet of a specific passive item, with negative sign.
The proposal foresees that purchasing and disposition orders of treasury shares have to be made on regulated capital markets, according to art. 132 of the no. 58 dated February 24th, 1998 ("Consolidated Law on Finance") and to art. 144-bis (1) (b) of Consob regulation no. 11971/99, with the same operational procedures described in the guidelines of organization and management of such markets in order to guarantee equality in treatment between Shareholders and which do not allow the direct matching of purchase orders against pre-determined sell orders; in particular, these purchases will have to be made:
(i) by public offering for purchase or trade;
(ii) on regulated capital markets, according to the operational procedures described in the guidelines
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation." of organization and management of such markets, which do not allow the direct matching of purchase orders against pre-determined sell orders;
(iii) by allocating to Shareholders, proportionally to their own shares, a put option to be exercised during the period of the authorization granted by the Shareholders' Meeting to purchase treasury shares.
Sell operations of treasury shares in portfolio instead will be executed in the manner deemed recommendable for the Company's interest, including transfer and/or the assignment to execute stock granting incentive plans.
With reference to the amount of the purchasing operations, it is proposed that it should not be below the nominal per share value, equal to a nominal value of Eur 0.33 and not above, as a maximum, to the official closing price of FinecoBank ordinary shares registered in the MTA ("Mercato Telematico Azionario" – Milan Stock Exchange) in the day preceding the purchase, increased by 5%.
Regarding the disposal of the treasury shares, the Board of Directors will establish from time to time criteria for the definition of the corresponding fees and/or modalities, terms and conditions of purpose of treasury shares in portfolio, taking into consideration the procedure followed, the share price trend in the period prior to transactions and the best interest of the Company.
Finally it is proposed that the authorization to purchase is released for a period of eighteen months from the date of the Shareholders' Meeting that passed the resolution for authorization.
Dear Shareholders,
If you agree with the above proposal, you are invited to approve it by adopting the following resolution:
"FinecoBank's ordinary shareholders' meeting, having heard the Board of Directors proposal, according to the provisions of articles 2357 and 2357-ter of the Italian Civil Code, 132 of the Consolidated Law on Finance and 114-bis of Consob Regulation no. 11971/99
****************
Dear Shareholders,
We have called this ordinary Meeting to request your approval of the 2018-2020 Long Term Incentive Plan (also the "2018-2020 PFA Plan" or the "Plan") for Personal Financial Advisors (also "PFA") Identified Staff, aimed at allocating an incentive in cash and/or in FinecoBank free ordinary shares, to be granted over a multi-year period, according to the conditions described below and subject to the achievement of specific performance goals.
This proposal has been formulated in compliance with the provisions of section 114-bis of Decree 58 dated February 24th, 1998, and in accordance with the provisions set forth by Consob with reference to incentive plans based on financial instruments assigned to corporate officers, employees and collaborators; for this purpose, a document describing the details of the incentive systems has been prepared pursuant to Section 84-bis of the Consob Regulation no. 11971/99 and subsequent amendments, and has been made available to the public under the terms of law and reference is made to detailed description of the Plan described in this report.
The proposal is also in line with FinecoBank Compensation Policy, the indications issued by Bank of Italy2 on remuneration policies and practices and the direction set by the European Directive 2013/36/UE (Capital Requirements Directive or CRD IV) and by EBA (European Banking Authority) guidelines. With this regards, it should be recalled that FinecoBank, in respect to these provisions, has defined the adoption of a ratio between the variable and the fixed remuneration equal to 2:1 for the Personal Financial Advisors Identified Staff, within the regulatory limit.
The "2018-2020 PFA Plan" aims to incentivize, retain and motivate the Personal Financial Advisors beneficiaries of the Plan, in compliance with national and international regulatory requirements and with the aim to define – in the interest of all stakeholders – incentive systems aligned with long term company strategies and goals, linked to Company results, adjusted in order to consider all kind of risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive excessive risk taking for the bank and the system in its whole.
2 7° update of November, 18th, 2014 of "Disposizioni di vigilanza per le banche", Circolare nr. 285 of December, 17th, 2013.
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
The potential beneficiaries of the 2018-2020 PFA Plan will be identified among the Financial Advisors who, at the end of the performance period, will belong to the "Identified Staff" category, in line with the current pro-tempore regulatory selection criteria.
To date, these criteria are defined by the European Commission Regulation no. 604/2014 of 4 March 2014, and are applied by FinecoBank providing for identification as "Identified Staff":
At the date of this report, and without prejudice to the above criteria, the total number of beneficiaries of the 2018-2020 PFA Plan is estimated at 15.
| 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
| Personal Financial Advisors | 20% | 20% | 20% | 20% | 20% |
| Identified Staff | cash | cash | shares | shares | shares |
"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."
In order to ensure compliance with legal and regulatory provisions (including fiscal matter), when implementing the 2018-2020 PFA Plan, it deems appropriate to propose delegation of powers to the Chairman and the Chief Executive Officer and General Manager, also separately among themselves, to make any changes to the 2018-2020 PFA Plan (provided they do not alter the substance of the resolutions of the Board of Directors and the Shareholders' Meeting), also by resorting to different solutions that fully comply with the 2018-2020 PFA Plan, allow to achieve the same results (ie a different percentage distribution of payments of the different tranches, a different deferral period, paying an equivalent amount in cash instead of the allocation of shares, to be determined on the basis of the market value of FinecoBank ordinary shares, taking into account the arithmetic mean of the official market prices of the shares recorded in the month following each board resolution related to the actual allocations).
It is understood that the aforementioned changes will in any case be adopted in compliance with the applicable legal and regulatory provisions pro tempore in force. Dear Shareholders,
if you agree with the above, we invite you to approve the proposal on the agenda and, therefore, to take the following resolution:
"The Ordinary Shareholders' Meeting of FinecoBank S.p.A., having heard the proposal of the Board of Directors,
We have called this Extraordinary Shareholders' Meeting to submit for your approval the proposal to delegate authority to the Board of Directors, pursuant to section 2443 of the Italian civil Code, to increase the share capital pursuant under section 2349 of the civil Code (granting of free ordinary shares to employees of FinecoBank) in order to:
execute the "2018 – 2020 Long Term Incentive Plan" for FinecoBank Employees (hereinafter also the "2018-2020 Plan" or "The Plan") submitted to the approval of today's ordinary session of the Shareholders' Meeting
We also submit for your approval the consequent amendments required to the Articles of Association.
As known, on April 11 th, 2017 the Ordinary Shareholders' Meeting approved the 2017 Incentive System aimed to incentivize the Identified Staff of FinecoBank, over a multi-year period (2018-2023), through a balanced structure of "upfront" (following the moment of performance evaluation) and deferred payments, in cash and/or in Fineco ordinary shares.
In the same date, the extraordinary Shareholders' Meeting approved to give to the Board of Directors the power of attorney to issue the necessary free ordinary shares to execute the 2017 System.
Considering that, pursuant to Article 2443 of the Italian civil Code, the power of attorney to the Directors for capital increase can't have a duration higher than five years from the date of the registration of relevant Shareholders' resolution, during the above mentioned meeting it was anticipated to Shareholders the need to submit to a future Shareholders' Meeting approval the proposed assignment of a further power of attorney to allocate the last share instalment to be executed in 2023, as foreseen by 2017 System.
Having said that, it is submitted for the approval of today's meeting, the proposal to give to the Board of Directors the power of attorney, that will be executed in 2023, to resolve a free capital increase for a maximum number of 90,000 ordinary shares, corresponding to up to Eur 29,700,00 calculated on the basis of the par value of Fineco ordinary share equal to Eur 0.33, consequently amending the Articles of Association.
The above mentioned capital increase would be carried out using the special reserve known as "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" set up for this purpose which, if case, may be increased via allocation of profits or a portion of available statutory reserves, formed from the distribution of company profits that shall be identified by the Board of Directors at the moment of share issuance.
It has been submitted to the approval of today's Ordinary Shareholders' Meeting the 2018 System based on financial instruments, in order to align shareholders' and Management interests, reward long term value creation and motivate and retain key resources of FinecoBank.
The 2018 System aims to incentive in a multi-year period the following employees: Chief Executive Officer and General Manager (CEO/GM), Deputy General Managers (DGM), Executive Vice President (EVP), Senior Vice President (SVP), employees with total remuneration greater than Eur 500,000 in the last year, employees included within 0.3% of staff with the highest remuneration,
employees whose remuneration is within the remuneration ranges of senior management and/or other Identified Staff and other selected roles (including new hires). The overall number of beneficiaries as at January 10th, 2018 is equal to 16.
Individual bonuses will be allocated to the beneficiaries of 2018 System based on available bonus pool, individual performance evaluation, internal benchmarking for specific roles and bonus cap as defined by the Ordinary Shareholders' Meeting.
Overall incentive pay-out shall be done over a multi-year period (2019-2024) in a balanced structure of "upfront" (following the moment of performance evaluation) and deferred payments, in cash and in shares, providing that the beneficiaries will be still employees at the moment of each payout:
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|---|
| CEO/GM and other roles provided by law |
20% cash |
10% cash |
20% shares |
10% shares |
10% shares |
20% cash +10% shares |
| Other Identified Staff | 30% cash |
10% cash |
30% shares |
10% cash + 10% shares |
10% shares |
- |
The number of shares to be allocated in the respective instalments shall be defined in 2019, on the basis of the arithmetic mean of the official closing market price of Fineco ordinary shares during the month preceding the Board resolution that evaluates 2018 performance achievements (the maximum number of shares to support the 2018 System is estimated equal to 505,345).
Considering the number of beneficiaries and the total number of financial instruments to be allocated, the optimal method identified to execute the 2018 System is the resolution – on one or more occasions - by the Board of Directors upon power of attorney delegated by this Shareholders' Meeting under section 2443 of the Italian civil Code, of a free capital increase, as allowed by section 2349 of the Italian civil Code, within five years of the date of the Shareholders' resolution, for a maximum amount of Eur 136,031.94 (attributable entirely to capital), with the issue of up to 412,218 new FinecoBank ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation, with regular dividend entitlement, to be granted to the Identified Staff of FinecoBank. In compliance with section 2349 of the Italian civil Code, the consequent amendments to the Articles of Association are submitted to today's Shareholders' Meeting.
Being understood that, under the provision of section 2443 of the Italian civil Code, the power of attorney to the Board of Directors for capital increase can't have a duration higher than five years from the date of the registration of relevant Shareholders' resolution, in order to complete the execution of 2018 System - having a 6-years duration - it will be submitted to one of the future Shareholders' Meetings approval the proposed assignment of a further power of attorney to the Board of Directors for capital increase to service the above mentioned 2018 System through the allocation of a maximum overall number of 93,127 Fineco ordinary shares, corresponding to a capital increase of a maximum of Eur 30,731.91.
It is highlighted that a maximum number of Fineco ordinary shares equal to 50,535 will be devoted to possible new hiring of Identified Staff from external market also in reference to the so called "bonus buy-out" to be paid to possible new hires who are entitled to receive previous incentive plans assigned by previous Employer. The pay-out scheme offered in such cases will mirror the one as defined by the previous Employer and regardless in compliance with actual regulations.
The capital increase would be carried out using the special reserve known as "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" set up for this purpose which, if case, may be increased via allocation of profits or a portion of available statutory reserves, formed from the distribution of company profits that shall be identified by the Board of Directors at the moment of share issuance.
In case it would not be possible to proceed with the issuance (full or partial) of the Fineco ordinary shares to support the 2018 System (including the case in which the amount of the "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" would not be sufficient), an equivalent amount in cash will be allocated to the beneficiaries, determined on base of arithmetic mean of the official closing market price of Fineco ordinary shares during the month preceding the Board resolution that evaluates results achieved in 2018.
Should the aforementioned delegation of power of attorney be exercised to its maximum amount, the newly issued shares would represent an overall 0.07% of existing share capital (0.08% considering the maximum number of shares equal to 505,345 which include also the 93,127 shares for the allocation of the last instalments in shares in 2024).
It has been submitted to the approval of today's Ordinary Shareholders' Meeting the 2018 – 2020 Long Term Incentive Plan based on FinecoBank shares, in order to align shareholders' and Beneficiaries interests, reward long term value creation and in the meantime to motivate and retain key resources of FinecoBank
The 2018-2020 Plan has the aim to incentivize and retain, in a multi-year period, about no. 65 beneficiaries with "key" roles in the Bank's organization, including the Managers with Strategic Responsibilities. The Heads of Control Functions are excluded from the 2018-2020 Plan as since 2016 their variable remuneration cannot exceed the 33% of fixed pay, by law.
The 2018-2020 Plan sets goals linked to 2020 Fineco Bank targets in terms of value creation, sustainability and risk.
The 2018-2020 Plan provides individual bonuses in FinecoBank shares, defined taking into account the roles of the Beneficiaries as well as the maximum limits provided for the percentage of incidence of the variable pay versus the fixed pay, taking into account the short-term variable remuneration.
The individual bonuses will be assigned with a multi-year payout scheme, defined taking into account the categories of beneficiaries and in line with the regulatory provisions, as shown in the following table:
| 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
| AD e DG | 40% shares |
60% shares |
|||
| Other Identified Staff | 60% shares |
20% shares |
20% shares |
||
| Other Beneficiaries | 40% shares |
20% shares |
20% shares |
20% shares |
The number of shares to be allocated in the respective instalments to be assigned pursuant to the verification of the performance targets achievement shall be defined in 2018, on the basis of the arithmetic mean of the official closing market price of FinecoBank ordinary shares during the month preceding the FinecoBank Board resolution that executes the Shareholder's Meeting resolution related to the 2018 – 2020 Plan. It is estimated the assignment of maximum n. 1.600.000 FinecoBank free ordinary shares, representing an overall 0,3% of existing share capital.
Considering the number of beneficiaries and the total number of financial instruments to be allocated, the optimal method identified to execute the 2018 – 2020 Plan is the resolution – on one or more occasions - by the Board of Directors upon power of attorney delegated by this Shareholders' Meeting under section 2443 of the Italian civil Code, of a free capital increase, as allowed by section 2349 of the Italian civil Code, within five years of the date of the Shareholders' resolution, for a maximum amount of Eur 324,743.10 (attributable entirely to capital), with the issue of up to 984,070 new FinecoBank ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation, with regular dividend entitlement, to be granted to the Plan beneficiaries. In compliance with section 2349 of the civil Code, the consequent amendments to the Articles of Association are submitted to today's Shareholders' Meeting
Being understood that, under the provision of section 2443 of the Italian civil Code, the power of attorney to the Board of Directors for capital increase can't have a duration higher than five years from the date of the registration of relevant Shareholders' resolution, in order to complete the execution of the 2018-2020 Plan it will be submitted to one of the future Shareholders' Meetings approval the proposed assignment of a further power of attorney to the Board of Directors for capital increase, for the purpose of the assignment of the last two tranches of shares as provided by the 2018- 2020 Plan, in 2024 and 2025, through the allocation of a maximum overall number of 615,930 Fineco ordinary shares, corresponding to a capital increase of a maximum of Eur 203,256.90.
The capital increases would be carried out using the special reserve known as "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" set up for this purpose which, if case, may be increased via allocation of profits or a portion of available statutory reserves, formed from the distribution of company profits that shall be identified by the Board of Directors at the moment of share issuance.
In case it would not be possible to proceed with the issuance (full or partial) of the FinecoBank ordinary shares to support the 2018 – 2020 Plan (including the case in which the amount of the "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" would not be sufficient), an equivalent amount in cash will be allocated to the beneficiaries.
Should the aforementioned delegation of power of attorney be exercised to its maximum amount, the newly issued shares would represent an overall 0.2% of existing share capital (0.3% considering the maximum number of shares equal to 1,600,000 which include also the 615,930 shares for the allocation of the last two instalments in shares in 2024 and 2025).
***
In light of the above, it is proposed to amend Art. 5 of the Articles of Association, through the amendment of the paragraph no. 11 and the insertion of two additional paragraph (no. 12 and 13). Changes submitted to Shareholders' approval are shown in the synoptic table below.
| CURRENT TEXT | PROPOSED AMENDMENT |
|---|---|
| TITLE II – SHARE CAPITAL - |
SHARES - BONDS |
| Article 5 | Article 5 |
| 1. The share capital, fully subscribed and paid up, is equal to Euro 200,545,403.85 represented by n. 607,713,345 ordinary shares with a par val ue of Euro 0.33. |
(unchanged) |
| 2. The share capital may be increased by way of a shareholders' resolution, through the issu ance of shares, also bearing various rights, in compliance with legal requirements. In the event of an increase in share capital through a rights is sue, the pre-emptive rights of shareholders may be excluded, limited to ten percent of the pre existing share capital, provided that the issue price of the new shares corresponds to the market value of those already outstanding and that this is confirmed by a special report prepared by the ap pointed independent auditors. |
(unchanged) |
| 3. Ordinary shares are registered shares. |
(unchanged) |
| 4. The shares are indivisible and in the event of joint ownership they shall be regulated according to law. |
(unchanged) |
| 5. The extraordinary Shareholders' Meeting may resolve upon the allocation of profits to the employees of the Company in accordance with current regulations. |
(unchanged) |
| 6. The Shareholders' service address for their dealings with the Company shall be the address stated in the Shareholders' registry. |
(unchanged) |
Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation.
| 7. The status of shareholder implies uncondi tional acceptance of the deed of incorporation and of the articles of association. |
(unchanged) |
|---|---|
| 8. The Board of Directors, shall be empow ered, pursuant to Article 2443 of the Civil Code, for a period of five years starting from the begin ning of the negotiation on the Italian regulated market, to increase the share capital, free of |
(unchanged) |
| charge – in one or more tranches – to implement the employee incentive schemes approved by the |
|
| ordinary Shareholders' Meeting held on June 5, 2014, for a maximum amount of Euro |
|
| 1,155,000.00 (entirely attributable to capital for Euro 0.33 per share, equal to the nominal unit |
|
| value), issuing a maximum number of 3,500,000 new ordinary shares having a nominal value of Euro 0.33 each, with the same characteristics as |
|
| those outstanding, with regular dividend rights, by assigning the corresponding maximum |
|
| amount of profit and/or profit reserves resulting from the last financial statements in question ap |
|
| proved pursuant to Article 2349 of the Civil Code, according to the terms, conditions and |
|
| methods provided for in the incentive schemes. The Board of Directors, in partial execution of |
|
| the authority granted in accordance with Article 2443 of the Civil Code by the Extraordinary Shareholders' Meeting of 5 June 2014, resolved |
|
| on 9 February 2015 to increase the share capital by a nominal Euro 79,761 corresponding to |
|
| 241,700 ordinary shares with a nominal value of Euro 0.33 each, to service the implementation of |
|
| employee incentive plans. The Board of Direc tors, in partial exercise of the powers conferred |
|
| on the same pursuant to Article 2443 of the Civil Code by the Extraordinary Shareholders' Meet ing of June 5, 2014, decided, on February 8, |
|
| 2016, to increase the share capital by the nominal amount of Euro 95,601.99, corresponding to |
|
| 289,703 ordinary shares with par value of Euro 0.33 each, to service the implementation of em |
|
| ployee incentive plans. The Board of Directors, in partial execution of the authority granted pur |
|
| suant to Article 2443 of the Italian Civil Code by the Extraordinary Shareholders' Meeting of June |
Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation.
| 5, 2014, resolved on February 7, 2017 to increase the share capital by a nominal amount of Euro 294,372.21, corresponding to 892,037 ordinary shares with a par value of Euro 0.33 each, to ser vice the implementation of the employee incen tive plans. The Board of Directors, in partial exe cution of the authority granted pursuant to Article 2443 of the Italian Civil Code by the Extraordi nary Shareholders' Meeting of June 5, 2014, re solved on February 7, 2017 to increase the share capital by a nominal amount of Euro 5,237.76, corresponding to 15,872 ordinary shares with a par value of Euro 0.33 each, to service the im |
|
|---|---|
| plementation of the employee incentive plans. 9. The Board of Directors has the right, pursu ant to Article 2443 of the Civil Code, to resolve a |
(unchanged) |
| free increase in share capital, pursuant to Article 2349 of the Civil Code, one or more times and for a maximum period of five years (i) from the date of the shareholders' resolution dated April 23, 2015, for a maximum amount of Euro 131,159.49, with the issue of up to 397,453 new FinecoBank ordinary shares, as well as (ii) from the date of the shareholders' resolution dated April 12, 2016, for a maximum amount of Euro 32,789.79 with the issue of up to 99,363 new FinecoBank ordinary shares; attributable entirely to capital at Euro 0.33 per share, equal to the par value of each, with the same characteristics as those in circulation, with regular dividend enti tlement, to be granted to the Staff of FinecoBank, which covers key positions for the achievement of the overall objectives in execution of the 2015 System. |
|
| 10. The Board of Directors has the right, pursu ant to Article 2443 of the civil Code, to resolve a free increase in share capital, pursuant to Article 2349 of the civil Code, one or more times and for a maximum period of five years (i) from the date of the shareholders' resolution dated April 12, 2016, for a maximum amount of Eur 88,440,00 (to be allocated in full to share capital at Eur 0.33 per share, corresponding to the nominal value per share) with the issue of up to 268,000 new FinecoBank ordinary shares, as well as (ii) from |
(unchanged) |
Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation. the date of the shareholders' resolution dated April 11, 2017, for a maximum amount of Eur 22,110 with the issue of up to 67,000 new FinecoBank ordinary shares; attributable entirely to capital at Eur 0.33 per share, equal to the par value of each, with the same characteristics as those in circulation, with regular dividend entitlement, to be granted to the Staff of FinecoBank, which covers key positions for the achievement of the overall objectives in execution of the 2016 System.
The Board of Directors has the right, pursuant to Article 2443 of the civil Code, to resolve, one or more times and for a maximum period of five years from the date of the shareholders' resolution dated April 11, 2017, a free increase in share capital, pursuant to Article 2349 of the civil Code, for a maximum amount of Eur 128,700,00 (attributable entirely to capital) with the issue of up to 390,000 new FinecoBank ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation, with regular dividend entitlement, to be granted to the Identified Staff of FinecoBank in execution of the 2017 System.
The Board of Directors has the right, pursuant to Article 2443 of the civil Code to carry out a free share capital increase, pursuant to Article 2349 of the civil Code, to resolve, one or more times and for a maximum period of five years (i) from the date of the shareholders' resolution dated April 11, 2017, a free increase in share capital, pursuant to Article 2349 of the civil Code, for a maximum amount of Eur 128,700 (attributable entirely to capital) with the issue of up to 390,000 new FinecoBank ordinary shares with a nominal value of €0.33 each, with the same characteristics as those in circulation, with regular dividend entitlement, to be granted to the Identified Staff of FinecoBank in execution of the 2017 System as well as (ii) from the date of the shareholders' resolution dated April 11, 2018, for a maximum amount of Eur 29,700,00 (attributable entirely to capital) with the issue of up to 90,000 new FinecoBank ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation, with regular dividend entitlement, to be granted to the Identified Staff of FinecoBank in execution of the 2017 System.
The Board of Directors has the right, pursuant to Article 2443 of the civil Code, to resolve, one or more times and for a maximum period of five years from the date of the shareholders' resolution dated April 11, 2018, a free increase in share capital, pursuant to Article 2349 of the civil Code, for a maximum amount of Eur 136,031.94 (attributable entirely to capital) with the issue of up to 412,218 new FinecoBank ordinary shares with a nominal value of Eur 0.33 each, with the
| same characteristics as those in circulation, with regular dividend entitlement, to be granted to the Identified Staff of FinecoBank in execution of the 2018 System. |
|---|
| 13. The Board of Directors has the right, pursuant to Article 2443 of the civil Code, to resolve, one or more times and for a maximum period of five years from the date of the shareholders' resolution dated April 11, 2018, a free increase in share capital, pursuant to Article 2349 of the civil Code, for a maximum amount of Eur 324,743.10 (attributable entirely to capital) with the issue of up to 984,070 new FinecoBank ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation, with |
| regular dividend entitlement, to be granted to the |
| FinecoBank Employees in execution of the 2018 - |
| 2020 Long Term Incentive Plan. |
It should be noted that the amendments to the Articles of Association of FinecoBank submitted to the approval of today Shareholders' Meeting are subject to the measure of examination by the Supervisory Authorities pursuant to the provisions of Article 56 of Legislative Decree no. 385/93.
The aforementioned amendments will be effective starting from the registration of the Extraordinary Shareholders' Meeting resolution at the relevant "Registro delle Imprese" (Companies' Registry).
in relation to the above, considering as approved by today's ordinary Shareholders' Meeting the adoption of the 2018 Incentive System and of the 2018-2020 Long Term Incentive Plan, you are invited to approve the following resolution:
"The Extraordinary Shareholders' Meeting of FinecoBank S.p.A., having heard the Board of Directors' proposal,
to grant the Board of Directors, under the provisions of Article 2443 of the Italian civil Code, the authority to resolve – in 2023 – a free capital increase, as allowed by Article 2349 of the Italian civil Code, for a maximum amount of Eur 29,700.00 corresponding to up to 90,000 Fineco ordinary shares, to be granted to FinecoBank Identified Staff, in order to complete the execution of the 2017 System approved by the Ordinary Shareholders' Meeting on April 11, 2017. Such an increase in capital shall be carried out using the special reserve known as "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" set up for this purpose which, if case, may be increased via allocation of a portion of profits or available statutory reserves, formed from the distribution of company profits that shall be identified by the Board of Directors at the moment of share issuance;
further to the resolution passed in point 1, to amend the paragraph no. 11 in clause 5 of the Articles of Association with the following new text
"The Board of Directors has the right, pursuant to Article 2443 of the civil Code to carry out a free share capital increase, pursuant to Article 2349 of the civil Code, one or more times and for a maximum period of five years (i) from the date of the shareholders' resolution dated April 11, 2017, for a maximum amount of Eur 128,700 (attributable entirely to capital), with the issue of up to 390,000 new FinecoBank ordinary shares as well as (ii) from the date of the shareholders' resolution dated April 11, 2018, for a maximum amount of Eur 29,700,00 (attributable entirely to capital) with the issue of up to 90,000 new FinecoBank ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation, with regular dividend entitlement, to be granted to the Identified Staff of FinecoBank in execution of the 2017 System"
"The Board of Directors has the right, pursuant to Article 2443 of the civil Code, to resolve, one or more times and for a maximum period of five years from the date of the shareholders' resolution dated April 11, 2018, a free increase in share capital, pursuant to Article 2349 of the civil Code, for a maximum amount of Eur 136,031.94 (attributable entirely to capital) with the issue of up to 412,218 new FinecoBank ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation, with regular dividend entitlement, to be granted to the Identified Staff of FinecoBank in execution of the 2018 System"
to grant the Board of Directors, under the provisions of Article 2443 of the Italian civil Code, the authority to resolve, on one or more occasions for a maximum period of five years from the date of Shareholders' resolution, to carry out a free capital increase, as allowed by Article 2349 of the Italian civil Code, for a maximum amount of Eur 324,743.10 (attributable entirely to capital), corresponding to up to 984,070 Fineco ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those outstanding, with regular dividend entitlement, to be granted to the beneficiaries of the 2018-2020 Long Term Incentive Plan approved by today's Ordinary Shareholders' Meeting. Such an increase in capital shall be carried out using the special reserve known as "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" set up for this purpose which, if case, may be increased via allocation of a portion of profits or available statutory reserves, formed from the distribution of company profits that shall be identified by the Board of Directors at the moment of share issuance;
to insert a new paragraph (no. 13) in clause 5 of the Articles of Association with the following text:
"The Board of Directors has the right, pursuant to Article 2443 of the civil Code, to resolve, one or more times and for a maximum period of five years from the date of the shareholders' resolution dated April 11, 2018, a free increase in share capital, pursuant to Article 2349 of the civil Code, for a maximum amount of Eur 324,743.10 (attributable entirely to capital) with the issue of up to 984,070 new FinecoBank ordinary shares with a nominal value of Eur 0.33 each, with the same characteristics as those in circulation, with regular dividend entitlement, to be granted to the FinecoBank Employees in execution of the 2018 -2020 Long Term Incentive Plan";
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