Pre-Annual General Meeting Information • Feb 21, 2020
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
| Informazione Regolamentata n. 1928-16-2020 |
Data/Ora Ricezione 21 Febbraio 2020 18:52:03 |
MTA | |
|---|---|---|---|
| Societa' | : | Banco BPM S.p.A. | |
| Identificativo Informazione Regolamentata |
: | 127887 | |
| Nome utilizzatore | : | BANCOBPMN01 - Marconi | |
| Tipologia | : | 3.1 | |
| Data/Ora Ricezione | : | 21 Febbraio 2020 18:52:03 | |
| Data/Ora Inizio Diffusione presunta |
: | 21 Febbraio 2020 18:52:04 | |
| Oggetto | : | AND EXTRAORDINARY SHAREHOLDERS' MEETING |
NOTICE TO CONVENE THE ORDINARY |
| Testo del comunicato |
Vedi allegato.
Pursuant to articles 13 and 43 of the Articles of Association, the Ordinary and Extraordinary Shareholders' Meeting of Banco BPM S.p.A. shall be convened on single call on Saturday, 4 April 2017, at 9 o'clock, in Milan, at MiCo – Milano Congressi, Gate 4, Viale Scarampo/Via B. Colleoni, to discuss and resolve on the following
1) Proposed amendments to articles 1.3., 5.2., 5.3., 5.4., 10.1., 11.3., 11.4., 12.1., 12.2., 17.1., 20.1.1., 20.1.6., 20.3.6., 20.4.2., 20.8., 20.8.1., 20.11.1., 20.11.4., 23.1.2., 23.5.1., 24.2.1., 24.2.2., 24.4.1., 25.1., 26., 27., 28., 28.1., 29.1., 29.2., 30.1., 30.2., 30.3., 30.4., 31.1., 31.2., 31.3., 32.1., 32.2., 32.3., 32.4., 32.5., 33.1., 33.2., 33.3., 33.4., 33.5., 33.6., 33.7., 34.1., 35.1., 35.2., 35.3., 35.4., 35.5., 36.1., 36.2., 36.3., 36.4., 36.5., 36.6., 36.7., 36.8., 36.9., 36.10., 36.11., 37.1., 37.2., 37.3., 37.4., 37.5., 37.6., 37.7., 37.8., 37.9., 37.10., 37.11., 37.12., 37.13., 38.1., 38.2., 38.3., 38.4., 38.5., 38.6., 38.7., 38.8., 38.9., 39.1., 40.1., 40.2., 41.1., 41.2., 42.1., 43.1., 44., 45., 46. of Banco BPM's Articles of Association.
Please find below all necessary information in compliance with art. 125-bis of Lgs.D. no. 58/1998 and following amendments (T.U.F.).
All shareholders with voting rights, who within the third trading day prior to the date of the General Meeting, i.e., by 1 April 2020, have duly sent to the Company the intermediary's notification certifying that they are entitled to participate in the Shareholders' Meeting and to exercise their voting rights, are entitled to participate in the Shareholders' Meeting.
In compliance with art. 83-sexies of T.U.F. and art. 42 of the joint order on post-trading issued by Consob and the Bank of Italy on 13/08/2018 ("Joint Order"), the intermediary's notification to the Bank shall be based on the records at the end of the accounting day of the seventh trading day prior to the date of the General Meeting (26 March 2020 – "record date").
Anyone whose shareholding has been recorded after the above date will not be entitled to attend and vote at the General Meeting.
The right to attend and vote at the meeting shall still be valid in the event that the notifications have reached the Company after the above deadline of 1 April 2020, provided they are received before the opening of the meeting.
Shareholders - whose shares are already deposited in a custody and administration account with the Parent Company Banco BPM S.p.A. or with Banca Aletti & C. S.p.A., and as such have already been dematerialized - must in any case, under art. 42 of the Joint Order, give specific instructions by 1 April 2020 that the notification be issued, and obtain an immediate copy thereof, to be used as admission ticket to the Shareholders' meeting.
For Shareholders whose shares are deposited with other authorized intermediaries, note that, pursuant to the above-mentioned art. 42 of the Joint Order, the notification instructions must still be submitted no later than 1 April 2020, making sure to obtain a copy of the notification.
Shareholders in possession of shares that have not been dematerialized yet, must turn them in to Banco BPM S.p.A. or to another Bank of the Group, or to another authorized intermediary for their dematerialization, and give instructions for the issuance of the notification to participate in the Shareholders' meeting.
Shareholders with voting rights are entitled to be represented by proxy at the Meeting, under the law, and for this purpose may use the proxy form at the foot of the notification issued to the Shareholder by one of the Group banks or by another authorized intermediary, or the facsimile of the proxy form available on the Company's website (www.bancobpm.it - "Corporate Governance – Shareholders' Meetings" section) or at the Head office of Banco BPM S.p.A. (Affari Societari di Gruppo, Piazza Filippo Meda, 4 - 20121 Milan).
In the event that a copy of the proxy form is delivered or presented to the Company by the proxy holders, upon registering to attend the Shareholders' meeting they will have to attest under their own responsibility the conformity of the copy to the original proxy form and the identity of the holder.
Proxies submitted after the above deadline or at the Shareholders' meeting must in any case be filled out along the same modalities described above.
The Chairman of the Board of Directors, in his capacity as Chairman of the Shareholders' Meeting, has full powers, also via staff appointed specifically for this task, to verify the validity of the proxies, and in general the shareholders' actual entitlement to attend the Shareholders' Meeting and to cast their vote.
The proxy may also be given free of charge – supplemented with voting instructions on all or some of the proposals on the agenda – to the company Computershare S.p.A. in its capacity as "Designated Proxy" pursuant to art. 135-undecies of T.U.F., by the end of the second trading day prior to the General Meeting date (2 April 2020). The proxy shall be valid exclusively for the proposals for which voting instructions have been given. The proxy and the voting instructions may be revoked by the above deadline.
To give one's proxy to the Designated Proxy, please use the specific form available on the website (www.bancobpm.it - "Corporate Governance – Shareholders' Meeting" section). If necessary, a paper proxy form will be sent, provided a request is submitted to Computershare S.p.A. by calling tel. no. 0110923200, or Banco BPM S.p.A. (Affari Societari di Gruppo – toll-free no. 800.013.090).
The proxy form, complete with the voting instructions for the Designated Proxy, must be submitted by the above deadline of 2 April 2020, to one of the following addresses:
Shareholders, who even jointly represent no less than 1/40 of the share capital, may ask, by 2 March 2020 (within ten days of the publication of this notice calling the shareholders' meeting), to make additions to the list of items on the Meeting's agenda (with the exception of matters to be resolved by the General Meeting, under the law, proposed by the Board of directors or based on a project or report submitted by the latter, other than those specified in art. 125-ter, paragraph 1, T.U.F.), specifying in the request the additional subject-matters they propose, pursuant to art. 13.3 of the Articles of Association, or proposing additional resolutions on items already on the agenda, in compliance with art. 126-bis T.U.F.. Shareholders with voting rights may individually present proposed resolutions in the Shareholders' meeting.
The written request must be sent to the Company by registered mail (Affari Societari di Gruppo, Piazza Filippo Meda, 4 - 20121 Milan) or by certified e-mail to the certified e-mail address [email protected].
The entitlement to exercise the right is attested by filing a copy of the notification or certification issued by the intermediary under art. 43 of the Joint Order.
Shareholders requesting the addition to the agenda or proposing new resolutions on subjectmatters already on the agenda shall prepare a report explaining the reasons for the proposed resolutions on new subject-matters they are submitting to the discussion or the reason for the additional resolution proposals on matters already on the agenda. The report shall be sent to the Board of Directors within the deadline for the presentation of the request for additions, as described above. The Board of Directors shall make the report available to the public, together with any additional assessment, upon publishing the notice of the additions to the agenda or the presentation of new proposed resolutions, along the procedures prescribed by current regulations.
Any additions to the agenda or the proposal of additional resolutions on items already on the agenda are disclosed along the same procedure prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the General Meeting (19 March 2017). Additional proposed resolutions on items already on the agenda are made available to the public along the procedures prescribed by current regulations, upon publishing the notice of the presentation.
Shareholders with voting rights may ask questions on items on the agenda even before the General Meeting, by sending them no later than the fifth day prior to the date of the General Meeting (30 March 2020) by certified e-mail to the address [email protected] or by delivering them in a sealed envelope to Banco BPM S.p.A., Piazza Filippo Meda, 4 – 20121 Milan, for the attention of Affari Societari di Gruppo.
The applicants must deliver to the Company – through their intermediaries – the notifications certifying their entitlement to exercise this right; in the event that they have instructed their intermediaries to issue the notification to attend the General Meeting, it will be sufficient to specify the notification reference numbers or at least the name of the intermediary in the application.
Questions that are relevant to the items on the agenda shall be answered under the law during the General Meeting at the latest. The Company may provide a comprehensive answer to questions covering the same content.
The resolutions regarding the appointment of members of the Board of Directors and of the Board of Statutory Auditors under items 7 and 8 of the agenda of the ordinary general meeting shall be passed in compliance with the current applicable laws and regulations and with the provisions of the Articles of association of Banco BPM (article 20 for the appointment of directors and articles 35, 36, 37 for the appointment of the auditing board).
The election shall be based on a list of candidates to be submitted along the following procedures: the shareholders are called to elect 15 (fifteen) Directors, even among non-shareholders, including a Chairman and a Vice-Chairman, 5 (five) standing Auditors and 3 (three) alternate Auditors.
The term of office for the Board of Directors and the Board of Statutory Auditors is 3 financial years and it shall expire at the date of the General meeting called to approve the annual report as at 31 December 2022.
The election of the members of the Board of Directors for financial years 2020 - 2022 shall be based on lists – where candidates are assigned a progressive numbering – which can be submitted by (i) the Board of Directors (the "List of the Board"); (ii) by one or more shareholders jointly holding at least a 1% (one per cent) stake in the share capital of Banco BPM and entitled to vote in the ordinary General meeting (the "List of Shareholders"); (iii) by one or more shareholders who are both employees working for Banco BPM or one of its subsidiaries, and jointly hold at least a 0.12% (zero point twelve per cent) stake in the share capital of Banco BPM (the "List of Employee-Shareholders").
The election of the members of the Board of Statutory Auditors for financial years 2020 - 2022 shall be based on lists – where candidates are assigned a consecutive numbering – to be submitted by one or more shareholders with voting rights who, either individually or jointly, hold a stake of at least 1% (one per cent) in the share capital of Banco BPM.
Shareholders who have been issued the notification pursuant to art. 43 of Consob's and the Bank of Italy's Joint order on post-trading of 13/08/2018 (the "Joint Order") and to art. 83-sexies of Lgs.D. no. 58/1998 ( "TUF") and related implementation rules, are entitled to present lists for the appointment of the members of the Board of Directors and of the Board of Statutory Auditors, in compliance with the requirements described above.
The composition of the Board of Directors must ensure the gender balance in accordance with current applicable regulations. Pursuant to current regulations, the less-represented gender shall hold at least two fifths of the seats on the board of directors for six consecutive terms. The List of the Board must comply with the following requirements:
it must list 15 (fifteen) candidates;
the first two names on the list shall indicate the candidate for the office of Chairman of the Board of Directors, first on the list, and the candidate to be proposed to the Board of Directors for the office of Chief Executive Officer, second on the list;
The composition of the List of the Shareholders and the List of Employee-Shareholders does not need to comply with the requirements set forth for the List of the Board. It is therefore possible to submit lists with less than 15 (fifteen) candidates, provided that:
The composition of the Board of Statutory Auditors shall ensure the gender balance in compliance with current applicable regulations. Pursuant to current regulations, the less-represented gender shall hold at least two-fifths of the elected standing Auditors seats for six consecutive terms. Under the relevant by-law provisions, the list must meet the following requirements:
Each shareholder may submit, either individually or jointly, only one list of candidates, even if through a third party. Shareholders belonging to the same corporate group – i.e., the parent company, the subsidiaries and the affiliates – and shareholders party to a shareholders' agreement under art. 122 del TUF regarding Banco BPM's stock cannot submit or vote more than one list, even if through a third party or a fiduciary company.
Each candidate may only be included in one list, under penalty of ineligibility.
The ownership of the minimum shareholding required to present candidate lists shall be determined based on the shares recorded in favor of the single shareholder, or of a group of joint shareholders, on the date the lists are filed with Banco BPM.
The certification of the number of owned shares required to submit lists may be delivered to the Bank even after the filing of the lists, provided that it is delivered by the list publication deadline, on 13 March 2020, when Banco BPM will proceed with the publication of the lists (21 days before the date of the General meeting).
For the election of the Board of Directors, the following documents shall be filed alongside each list:
a statement by the Shareholders submitting the list and other than those who hold, even jointly, a controlling or relative majority stake – certifying the absence (or presence) with the latter of a relationship of affiliation under art. 144 – quinquies, paragraph one, of Consob's Regulation 11971/1999 and the regulations in force at the time;
the list of administration and control offices held in other companies;
In addition to the above documentation, employee-shareholders who submit the List of Employee-Shareholders must file the documentation certifying their status as employees working for Banco BPM or one of its subsidiaries.
Submitted lists that fail to comply with the above procedures shall be deemed as never submitted. However, should the documentation related to single candidates of a list be missing, this will not automatically lead to the exclusion of the entire list, but rather of the candidates involved in said irregularities alone.
When presenting lists, the Shareholders are invited to take into due consideration the document "Quali-quantitative composition of the Board of Directors" – prepared inter alia in compliance with the corporate governance instructions of the Bank of Italy set forth in Circular no. 285/2013 – which gives indications and suggestions to Shareholders to help them draw up proposals for the composition of the Board of Directors of Banco BPM. The document is available on Banco BPM's website www.bancobpm.it (Corporate Governance > Assemblea Soci).
For the election of the Board of Statutory Auditors, the following documents shall be filed alongside each list:
Submitted lists that fail to comply with the above procedures shall be deemed as never submitted, even in the event of any discrepancy or deficiency with respect to the documentation of single candidates.
When presenting lists, the Shareholders are invited to take into due consideration the document "Quali-quantitative composition of the Board of Statutory Auditors", which gives indications and
suggestions to Shareholders to help them draw up proposals for the composition of the Board of Statutory Auditors of Banco BPM. The document is available on Banco BPM's website www.bancobpm.it (Corporate Governance > Assemblea Soci).
The lists of candidates and the related documentation required under the current regulations and the Articles of Association must be signed by the shareholders and filed, under penalty of forfeiture, by 5 p.m. of 9 March 2020 (25 days before the date of the General Meeting), along one of the following procedures:
With regard to the election of the Board of Statutory Auditors, in the event that at the abovementioned deadline only one list has been filed, or only lists submitted by shareholders who, based on the current regulations, are affiliated with each other, Banco BPM will promptly disclose this circumstance in accordance with the procedures required under the applicable laws, and shall then proceed in compliance with the terms under the law.
Upon request, the Affari Societari di Gruppo function, being the dedicated structure, shall provide shareholders with the documentation and the necessary instructions to draw up lists.
The lists of candidates that have been duly submitted shall be made available to the public at least 21 (twenty-one) days before the date of the General Meeting (i.e., by 13 March 2020) at the Head office of Banco BPM, on Banco BPM's website www.bancobpm.it (Corporate Governance > Assemblea Soci) as well as on the website of the authorized central storage mechanism, "eMarket Storage" .
Additional information on the procedures to appoint the members of the Board of Directors and of the Board of Statutory Auditors are published on Banco BPM's website (Corporate Governance > Assemblea Soci).
The share capital subscribed and paid in by the Company at the date of this notice totals Euro 7,100,000,000.00 subdivided into no. 1,515,182,126 shares with no par value. At the date of this notice, the Company holds no. 3,657,792 own shares.
The Directors' explanatory reports on each of the items on the agenda, together with all the other documents, including the resolution proposals, to be published before the General meeting, shall be made available to the public at the Head office of Banco BPM S.p.A. and at Borsa Italiana S.p.A., and shall be published on the corporate website (www.bancobpm.it, "Corporate Governance – Shareholders' Meeting" section), as well as on the website of the authorized central storage mechanism , in compliance with the terms and procedures under the law.
Shareholders are entitled to receive a copy of the documents once they have been regularly filed, upon request to be sent to Banco BPM S.p.A. to the certified email address [email protected].
The Bank has also prepared (i) the Corporate governance and shareholding structure report pursuant to art. 123-bis Lgs.D. no. 58/1998 (ii) the consolidated non-financial statement in compliance with Lgs.D. no. 254/2016 and Consob's Resolution no. 20267 of 18 January 2018. The documents shall be made available to the public at the head office of Banco BPM S.p.A. and at Borsa Italiana S.p.A., and shall be published on the corporate website (www.bancobpm.it,
"Corporate Governance" section), as well as on the website of the authorized central storage mechanism , in compliance with the terms and procedures under the law.
This notice to convene – prepared inter alia pursuant to art. 84 of Consob's Regulation 11971/99 and following amendments (Issuers Regulation) – in addition to the modalities described above, shall also be published on the daily newspapers "Il Sole 24 Ore" and "MF", in compliance with articles 125-bis T.U.F. and 13.4 of the Articles of association.
To receive additional information on the procedure to attend the General Meeting, please contact Banco BPM S.p.A. (Affari Societari di Gruppo, Piazza Filippo Meda n. 4 – 20121 Milano), or call the toll-free number 800.013.090 during working days from 9 a.m. to 5 p.m., or, send a request to the certified e-mail address [email protected].
In compliance with Privacy regulations (EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016), the Data controller is Banco BPM S.p.A.. For full disclosure on data handling with respect to the exercise of rights related to the General Meeting, please visit the website www.bancobpm.it, "Corporate Governance – Shareholders' Meeting" section.
Milan-Verona, 18 February 2020
On behalf of the BOARD OF DIRECTORS The Chairman (Avv. Carlo Fratta Pasini)
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.