Banca Ifis

AGM Information • Mar 23, 2016

BANCA IFIS S.P.A.

Via Terraglio 63, 30174 MESTRE-VENICE Tax Code and registration no. in the Companies Register of Venice 02505630109 – VAT no. 02992620274 Share capital as of 31st December 2014: Euro 53,811,095.00 fully paid up Enrolled in the Register of Banks and Parent Company of the Banca IFIS Banking Group, enrolled in the register of Banking Groups www.bancaifis.it

SUMMARY REPORT OF THE VOTING BY THE ORDINARY SHAREHOLDERS' MEETING HELD ON 22 MARCH 2016

(pursuant to art. 125-quater, paragraph 2, of Italian Legislative Decree 58/98)

Item 1 on the agenda

Approval of the Financial Statements as of 31st December 2015; communication of the Consolidated Financial Statements of the Group as of 31st December 2015; allocation of profits for the year; inherent and consequent resolutions.

The proposal contained in the Directors' Explanatory Report, written and made available to the public pursuant to article 125-ter of Italian Leg. Decree 58/2008, was approved.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

Outcome of the voting

	no. of shares	% of share capital
Non-voting	0	0,000%
In favour	42.272.483	77,647%
Against	0	0,000%
Abstentions	102.941	0,191%
Total voting shares	42.375.424	78,748%

***

Item 2 on the agenda

Remuneration policies for corporate officers, employees and collaborators of the Banca IFIS Banking Group: Report on remuneration.

The proposal contained in the Directors' Explanatory Report, written and made available to the public pursuant to article 125-ter of Italian Leg. Decree 58/2008, was approved.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

Outcome of the voting

	no. of shares	% of share capital
Non-voting	22.000	0,041%
In favour	42.304.375	78,616%
Against	4.049	0,007%
Abstentions	45.000	0,084%
Total voting shares	42.375.424	78,748%

***

Item 3 on the agenda

Appointment of the Board of Directors, once having determined the number of members to appoint; fixing of the duration in office and relative compensation.

3.1 Setting of the number of members of the Board of Directors

The proposal put forward by the majority shareholder, La Scogliera S.p.A., received by the Bank on 1st March 2016, has been approved and rendered public, as per the applicable laws, at the Bank's registered office, at the Italian stock exchange - Borsa Italiana S.p.A., on the authorised market storage mechanism - , as well as on the Bank's website - www.bancaifis.it.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

Outcome of the voting

	no. of shares	% of share capital
Non-voting	599.141	1,113%
In favour	41.334.328	76,814%
Against	91.813	0,171%
Abstentions	350.142	0,650%
Total voting shares	42.375.424	78,748%

3.2 Setting of the duration in office of the Board of Directors

The proposal put forward by the majority shareholder, La Scogliera S.p.A., received by the Bank on 1st March 2016, has been approved and rendered public, as per the applicable laws, at the Bank's registered office, at the Italian stock exchange - Borsa Italiana S.p.A., on the authorised market storage mechanism - , as well as on the Bank's website - www.bancaifis.it.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

Outcome of the voting

	no. of shares	% of share capital
Non-voting	599.141	1,113%
In favour	41.334.328	76,814%
Against	91.813	0,171%
Abstentions	350.142	0,650%
Total voting shares	42.375.424	78,748%

3.3 Appointment of the Board of Directors: voting on the list put forward by the majority shareholder, La Scogliera S.p.A..

The list put forward by the majority shareholder, La Scogliera S.p.A., was voted for and rendered public, as per the applicable laws, at the Bank's registered office, at the Italian stock exchange - Borsa Italiana S.p.A., on the authorised market storage mechanism , as well as on the Bank's website - www.bancaifis.it.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

Outcome of the voting

	no. of shares	% of share capital
Non-voting	171.058	0,318%
In favour	41.312.328	76,773%
Against	541.896	1,007%
Abstentions	350.142	0,650%
Total voting shares	42.375.424	78,748%

3.4 Appointment of the Board of Directors: voting on the proposal put forward by 'Studio Legale Trevisan & associati' on behalf of a group of investors (total shares held 0,0383% of share capital)

The proposal put forward by the 'Studio Legale Trevisan & associati' on behalf of a group of investors (total shares held 0,0383%) on 2 March 2016, has been approved, and rendered public, as per the applicable laws, at the Bank's registered office, at the Italian stock exchange - Borsa Italiana S.p.A., on the authorised market storage mechanism - , as well as on the Bank's website - www.bancaifis.it.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

Outcome of the voting

	no. of shares	% of share capital
Non-voting	26.966.847	50,114%
In favour	14.964.585	27,809%
Against	137.850	0,256%
Abstentions	306.142	0,569%
Total voting shares	42.375.424	78,748%

3.5 Setting of compensation for Members of the Board

The proposal put forward by the majority shareholder, La Scogliera S.p.A., received by the Bank on 1st March 2016, has been approved and rendered public, as per the applicable laws, at the Bank's registered office, at the Italian stock exchange - Borsa Italiana S.p.A., on the authorised market storage mechanism - , as well as on the Bank's website - www.bancaifis.it.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

	no. of shares	% of share capital
Non-voting	599.141	1,113%
In favour	41.334.328	76,814%
Against	91.813	0,171%
Abstentions	350.142	0,650%
Total voting shares	42.375.424	78,748%

Outcome of the voting

***

Item 4 on the agenda

Appointment of the Board of Statutory Auditors for the three year period 2016 – 2018 and fixing of relative compensation.

4.1 Appointment of Statutory Auditors – voting on the list put forward by the majority shareholder, La Scogliera S.p.A..

The list put forward by the majority shareholder, La Scogliera S.p.A., has been voted on and rendered public, as per the applicable laws, at the Bank's registered office, at the Italian stock exchange - Borsa Italiana S.p.A., on the authorised market storage mechanism , as well as on the Bank's website - www.bancaifis.it.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

Outcome of the voting

	no. of shares	% of share capital
Non-voting	171.058	0,318%
In favour	41.322.119	76,791%
Against	532.105	0,989%
Abstentions	350.142	0,650%
Total voting shares	42.375.424	78,748%

4.2 Appointment of Statutory Auditors - voting on the proposal put forward by the 'Studio Legale Trevisan & associati' on behalf of a group of investors (total shares held: 0,0383% of share capital)

The proposal put forward by the 'Studio Legale Trevisan & associati' on behalf of a group of investors (total shares held 0,0383%) on 2 March 2016, has been approved and rendered public, as per the applicable laws, at the Bank's registered office, at the Italian stock exchange - Borsa Italiana S.p.A., on the authorised market storage mechanism - , as well as on the Bank's website - www.bancaifis.it.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

Outcome of the voting

	no. of shares	% of share capital
Non-voting	26.966.847	50,114%
In favour	15.021.413	27,915%
Against	82.022	0,152%
Abstentions	305.142	0,567%
Total voting shares	42.375.424	78,748%

4.3) Setting of compensation for the Statutory Auditors

The proposal put forward by the majority shareholder, La Scogliera S.p.A., received by the Bank on 1st March 2016, has been approved and rendered public, as per the applicable laws, at the Bank's registered office, at the Italian stock exchange - Borsa Italiana S.p.A., on the authorised market storage mechanism - , as well as on the Bank's website - www.bancaifis.it.

Shares present at the meeting at the start of the voting (personally or by proxy): 42.375.424 ordinary shares entitled to 42.375.424 votes, representing 78,748% of the share capital of 53.811.095 ordinary shares.

Outcome of the voting

	no. of shares	% of share capital
Non-voting	599.141	1,113%
In favour	41.344.119	78,833%
Against	82.022	0,152%
Abstentions	350.142	0,650%
Total voting shares	42.375.424	78,748%

***

Mestre- Venice, 23 March 2016