AGM Information • Feb 7, 2017
AGM Information
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| Informazione Regolamentata n. 1615-8-2017 |
Data/Ora Ricezione 07 Febbraio 2017 18:14:42 |
MTA | |
|---|---|---|---|
| Societa' | : | FINECOBANK | |
| Identificativo Informazione Regolamentata |
: | 84852 | |
| Nome utilizzatore | : | FINECOBANKN05 - Spolini | |
| Tipologia | : | AVVI 16 | |
| Data/Ora Ricezione | : | 07 Febbraio 2017 18:14:42 | |
| Data/Ora Inizio Diffusione presunta |
: | 07 Febbraio 2017 18:29:43 | |
| Oggetto | : | PR - Other Resolutions | |
| Testo del comunicato |
Vedi allegato.
The Board of Directors of FinecoBank today approved the following resolutions:
The Board of Directors of FinecoBank approved the provisional financial statement as at December 31, 2016, which will be submitted for approval to the next annual Shareholders' Meeting. In this context, the Board of Directors of the Company will submit a proposal for the allocation of FinecoBank 2016 net profit of the year equal to Euro 0.28 per share.
Any dividend authorized by the Meeting will be paid on April 26, 2017 with coupon date of April 24, 2017, in accordance with the applicable laws and regulations. In accordance with Article 83-terdecies of the Legislative Decree no. 58/1998 ("Consolidated Law on Finance"), those with accredited shareholder status as per the accounting records on April 24, 2017 will be entitled to receive the dividend.
The Annual Financial Statements will be published, at the latest, 21 days prior to the Annual Shareholders' Meeting at the following link: https://finecobank.com/en/public/corporate/investors/bilanci-e-relazioni.
The Board of Directors resolved to call the Ordinary and Extraordinary Shareholders' Meeting to be held on April 11, 2017 in single call (in accordance with the Financial Calendar published pursuant to the current and applicable statutory and regulatory provisions) to resolve on the following matters:
The notice of call and the related documentation, to be submitted to the Shareholders' Meeting, will be published within the time limits established by law and will be available on the Company's website www.finecobank.com ("Governance/Shareholders' Meeting" Section).
Appointment of the Board of Directors, once the number of the Directors has been set and determination of the duration of their term in office
Since the current term of office for the Board of Directors, appointed by the Shareholders' Meeting of April 15, 2014, ends with the approval of the 2016 financial statements, the Shareholders' Meeting is being asked to approve the appointment of the new Board of Directors, once the number of the Directors has been set and the determination of their term in office.
In this regard, please note that, pursuant to Article 13 of the By-laws and accordingly with the current and applicable statutory and regulatory provisions, the members of the Board of Directors shall be appointed on the basis of lists of candidates submitted by Shareholders who, alone or jointly with others, hold at least 1% of the ordinary share capital.
The number of members of the Board of Directors shall be determined on the basis of the proposals submitted by Shareholders at the time of submission of the lists or at the Meeting up to the time of the related resolution.
Determination, pursuant to Article 20 of the By-laws, of the remuneration due to the Directors for their work on the Board of Directors, the Board Committees and other company bodies
Following the appointment of the Board of Directors, it is necessary to determine the remuneration due to the Directors for their work on the Board of Directors, the Board Committees and other Company bodies.
Such remuneration shall be comprehensive of the premium share of the Directors and Officers Liability Insurance allocated to the Company.
Since the current term of office for the Board of Statutory Auditors, appointed by the Shareholders' Meeting of April 15, 2014, ends with the approval of the 2016 financial statements, the Shareholders' Meeting is being asked to approve the appointment of the new Board of Statutory Auditors. The members of the Statutory Auditors which shall hold office for three financial years Their term ends on the date of the Shareholders' Meeting called to approve the financial statements relating to the last year of their appointment.
Pursuant to Article 13 of the By-laws and accordingly with the current and applicable statutory and regulatory provisions, the members of the Board of Statutory Auditors shall be appointed on the basis of lists of candidates submitted by Shareholders who, alone or jointly with others, hold at least 1% of the ordinary share capital.
Determination, pursuant to Article of Article 23, paragraph 17, of the By-laws, of the remuneration due to the Statutory Auditors and determination of the remuneration due to the Chairman of the Board of Statutory Auditors as external member of the Supervisory Body
Following the appointment of the Board of Statutory Auditors, it is necessary to determine the remuneration due to the Statutory Auditors and determination of the remuneration due to the Chairman of the Board of Statutory Auditors as external member of the Supervisory Body.
Such remuneration shall be comprehensive of the premium share of the Directors and Officers Liability Insurance allocated to the Company.
In compliance with the Bank of Italy Supervisory Regulations for Banks on "Remuneration and incentive policies and practices", the 2017 Compensation Policy – which sets out the principles and standards which FinecoBank applies to establish, implement and monitor the compensation practices, plans and programs of the Company – will be submitted for approval by the Ordinary Shareholders' Meeting.
The 2017 Compensation Policy, including the Annual Compensation Report, will be published at least thirty days prior to the date of the Shareholders' Meeting.
A proposal will also be submitted to the Shareholders' Meeting for the adoption of the 2017 Incentive System, which, as required by national and international regulatory authorities, provides for the allocation of an incentive – in cash and/or in free ordinary shares – to be granted, subject to the achievement of specific performance objectives, over a multi-year period (2018-2023) to a selected group of Company employees.
The 2017 Incentive System has been formulated pursuant to Article 114-bis of the Consolidated Law on Finance, and is described in the disclosure document as per Article 84-bis of the Consob Issuer Regulations, which will be published at least thirty days prior to the date of the Shareholders' Meeting.
A proposal will also be submitted to the Shareholders' Meeting for the adoption of the 2017 Incentive System for PFA "Identified Staff", which, as required by national and international regulatory authorities, provides for the allocation of an incentive – in cash and/or in treasury shares of the Company – to be granted, subject to the achievement of specific performance objectives, over a multi-year period (2018- 2023) to selected Personal Financial Advisors of the Company.
The 2017 Incentive System has been formulated pursuant to Article 114-bis of the Consolidated Law on Finance, and is described in the disclosure document as per Article 84-bis of the Consob Issuer Regulations, which will be published within thirty days prior to the date of the Shareholders' Meeting.
A proposal will be submitted to the Shareholders' Meeting, pursuant to Article 2357 of the Italian Civil Code, to authorize the purchase and disposition of treasury shares, also in order to have the necessary shares to implement the 2017 Incentive System for PFA "Identified Staff".
The authorization request is for a maximum of 346,000 ordinary shares; it will be proposed that the prior for the purchases cannot be below the nominal value per share, equal to Euro 0.33 and not higher than a maximum of the average closing price, plus 10%, of the FinecoBank share on the MTA in the 30 stockexchange trading days prior to the purchase.
In order to acquire the financial instruments needed to carry out the stock granting plan "2015-2017 PFA PLAN" for the Personal Financial Advisors already approved by the Shareholders' Meeting held on 2014, it will be proposed to the Shareholders to resolve the renewal of the authorization ex Article 2357 Civil Code for the purchase and the dispose of Treasury shares. The authorization request is for a maximum of 5,520,000 ordinary shares.
Delegation to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, of the authority to resolve in 2022 to carry out a free capital increase, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 22,110.00 corresponding to up to 67,000 FinecoBank ordinary shares with a nominal value of Euro 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the Personnel of FinecoBank in execution of the 2016 Incentive System; relevant amendments of the By-laws
Pursuant to Article 2443 of the Italian Civil Code, the delegation to the Directors to increase capital cannot be granted for a period in excess of five years from the date of registration of the relevant shareholders' resolution; therefore it is necessary to submit an additional proposal for the allocation of the final tranche of shares in 2022, as per the 2016 Incentive System for employees, by issuing a maximum of 67,000 FinecoBank ordinary shares (corresponding to a maximum capital increase of Euro 22,110,00). The Shareholders' Meeting is also asked to resolve on the relevant amendment to the Bylaws.
Delegation to the Board of Directors, pursuant to Article 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 capital increase, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 128,700.00 (to be allocated in full to share capital at Euro 0.33 per share, corresponding to the nominal value per share), corresponding to up to 390,000 FinecoBank ordinary shares with a nominal value of Euro 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the Personnel of FinecoBank in execution of the 2017 Incentive System; relevant amendments of the By-laws.
The method for implementing the 2017 Incentive System has been identified as the approval – on one or more occasions – by the Board of Directors, upon authority delegated by the Shareholders' Meeting pursuant to Article 2443 of the Italian Civil Code, of a free capital increase, pursuant to Article 2349 of the Italian Civil Code – to be implemented within five years from the date of the shareholders' resolution – for a maximum of Euro 128.700,00 (to be allocated in full to share capital), through the issue of a maximum of 390,000 new FinecoBank ordinary shares with a nominal value of Euro 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the Identified Staff 2017. In accordance with Article 2349 of the Italian Civil Code, the associated amendment of the BYlaws is submitted for the approval of the Shareholders' Meeting.
In addition to the above, the Board of Directors also approved the following resolutions:
The Board of Directors verified the Directors' independence requirements pursuant to Article 3 of the Corporate Governance Code and Article 148 of the Consolidated Law on Finance.
The results of the aforesaid assessment are the following:
"independent" directors, pursuant to Article 3 of the Corporate Governance Code and Article 148 of the Consolidated Law on Finance: Francesco Saita, Gianluigi Bertolli, Mariangela Grosoli, Pietro A. Guindani, Girolamo Ielo;
"independent" directors, pursuant to Article 148 of the Consolidated Law on Finance: Enrico Cotta Ramusino;
The Board of Directors has identified the optimal qualitative/quantitative profile that the Directors of FinecoBank ought to have, in addition to the requirements envisaged by the law and regulatory provisions in being, in order to properly carry out the functions assigned to the management body.
The relevant document will be published on the Company's website www.finecobank.com ("Governance/Shareholders' Meeting" Section). The Company will promptly inform the market via a press release.
The Board of Directors of FinecoBank S.p.A., prior verification of the achievement of the performance targets, has approved: (i) referring to the "2014-2017 Multi-year Plan Top Management" the allocation of 630,850 ordinary shares; (ii) referring to the "2014 Plan Key People", the allocation of 261,187 ordinary shares; and (iii) consequently to increase the share capital, pursuant to Article 2449 of the Italian Civil Code, for a maximum amount of Euro 294,372.21 corresponding to 892.037 ordinary shares with a nominal value of Euro 0.33 each that will be granted to the 2014-2017 Multi-year Plan Top Management" beneficiaries and to the "2014 Plan Key People" beneficiaries by using the corresponding amount of the reserve known "Provisions linked to the medium-term incentive system for the staff of FinecoBank." These shares – not subject to any constraints and, therefore, freely transferable from the date of their issue-will have the same rights as those in circulation and regular dividend.
The Board of Directors has approved the consequent amendments to the By-laws.
The Board of Directors, in order to execute the 2014 Inventive System, prior verification of the achievement of the performance targets, has approved to allocate a maximum amount of 15,872 ordinary shares, and consequently to increase the share capital, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 5,237.76 corresponding to 15,872 ordinary shares with a nominal value of Euro 0.33 each that will be granted to the 2014 Inventive System beneficiaries, as per the 2014 Inventive System regulation by using the corresponding amount of the reserve known "Provisions linked to the medium-term incentive system for the staff of FinecoBank". These shares – not subject to any constraints and, therefore, freely transferable from the date of their issue – will have the same rights as those in circulation and regular dividend.
The Board of Directors has approved the consequent amendments to the By-laws, establishing that all the previous resolutions will be effective starting from March 31, 2017, date of the aforementioned capital increase execution.
FinecoBank is UniCredit Group's direct multichannel bank. It has one of the largest financial advisors' network in Italy*, and is the number one broker in Italy for equity trades in terms of volume of orders**. FinecoBank offers an integrated business model combining direct banking and financial advice , with a single free-of-charge account including a full range of banking, credit, trading and investment services, which are also available through applications for smartphone and tablet. With its fully integrated platform, FinecoBank is the benchmark for modern investors.
*Source: Assoreti
**Source: Assosim
| Fineco - Media Relations | Fineco - Investor Relations |
|---|---|
| Tel.: +39 02 2887 2256 | Tel. +39 335 580 5703 |
| [email protected] | [email protected] |
Barabino & Partners
Tel. +39 02 72023535
Emma Ascani
+39 335 390 334
Tommaso Filippi
+39 366 644 4093
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