Related Party Transaction • May 26, 2015
Related Party Transaction
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Corporation with registered office in Via Terraglio 63, 30174 Mestre, Venice–Tax code and Company Registration no. Venice02505630109 –VAT registration no. 02992620274 – REA number: VE - 0247118 – Share Capital Euro 53,811,095 fully paid up - Bank of Italy's Register of Banks no. 5508 - Parent Company of the Banca IFIS banking group, listed on the Register of Banking Groups- Member of the Interbank Deposit Guarantee Fund, the Italian Banking Association, the Italian Factoring Association, and Factors Chain International
Pursuant to Art. 5 of Consob Regulations no. 17221 of 12 March 2010 as modified by resolution no. 17389 of 23 June 2010
| Introduction 1 |
|---|
| 1. Warnings 1 |
| 1.1 The risks related to potential conflicts of interest arising from the operation with related parties 1 |
| 2. Details of the transaction 1 |
| 2.1. Description of characteristics, formalities, terms and conditions of the transaction 1 |
| 2.2.Indication of related parties with involved in the operation, the nature of the relationship, and whether it has been disclosed to the Board of Directors, the nature and extent of the interests of such parties in the transaction 1 |
| 2.3.Indication of the economic rationale and company suitability of the operation (if the transaction has been approved against the negative opinion of directors or independent directors, an analytical and adequate justification why it was deemed suitable not to share that view) 2 |
| 2.4.Methods of determining the consideration for the transaction and assessments regarding its adequacy in relation to market values of similar transactions (if the economic terms and conditions of the transaction are defined as market-equivalent or standard, providing adequate justification for such claim and comparison elements) 2 |
| 2.5 An illustration of the transaction economic and financial effects, providing at least the applicable ratios of relevance 2 |
| 2.6 The amount of compensation for members of the board of the company and / or their subsidiaries is bound to change as a result of the operation 3 |
| 2.7 In the case of transactions where the related parties involved are the members of the administrative and control bodies, top executives and directors of the issuer, information concerning the securities of the issuer that are held by entities identified above and to the interests of those in transactions overtime, provided for by Title 14.2 and 17.2 of Annex I to Regulation 809/2004/EC 3 |
| 2.8 Inspection bodies or administrators who have led or participated in the negotiations and / or educated and / or approved the transaction by specifying the respective roles, particularly with regard to independent directors, if any. Referring to the resolutions approving the transaction, specify the names of those who voted for or against the transaction or abstained, giving the reasons for any dissent or abstentions. Indicate that, under Article 5 of the Issuers' Regulations, any opinions of independent directors are attached to the information document or published on the website of the company 3 |
| 2.9.If the significance of the transaction results from the cumulation - under article 5, subsection 2 - of more transactions carried out during the year with the same related party, or related persons to both the latter and the company, the information specified in the preceding subsections shall be provided with reference to all the above transactions 4 |
This information document was prepared by Banca IFIS S.p.A. (Hereinafter "Banca IFIS" or the "Bank" or "The Issuer") pursuant to art. 5 of the Consob Regulation no. 17221 of March 12, 2010 relating to operations of greater risks as well as art. 5.2 of the Procedure governing transactions with Associated Parties of Banca IFIS approved by the Board of Directors on 17 July 2013.
The transaction at issue relates to the financial support approved by the parent company Banca IFIS S.p.A., in favour of the subsidiary IFIS Finance Sp. z o.o. which, in consideration of its membership to the Banca IFIS banking group, does not expose the Parent Company to particular additional risks, as shown in this document.
The operation consists in the granting of a line of credit for a total of 60,000,000 Euros in favour of IFIS Finance Sp. z o.o., in the technical form of opening of a revocable current account credit, which can be used in euro or in Polish zloty based on the three-month Euribor rate for the allocations made in euro or on Wibor rate for allocations in Polish zloty, both plus a spread of 0.50 points.
The transaction does not include the issue of guarantees by the entrusted company in consideration of the control by the financing bank.
The above-described operation is configured as a transaction between related parties, because:
IFIS Finance Sp. z o.o. is a subsidiary of Banca IFIS S.p.A. and is enrolled in the register of banking groups referred to in art. 64 of the 1933 Banking Law as a member of the Banca IFIS banking group;
The Deputy Chairman of Banca IFIS S.p.A. (Mr. Alessandro Csillaghy) is also Chairman of the Board of IFIS Finance Sp. z o.o.; while the only other member of this Board is the executive officer of the Bank, Ms. Daniela Bonzanini, Head of the International Unit.
2.3.Indication of the economic rationale and company suitability of the operation (if the transaction has been approved against the negative opinion of directors or independent directors, an analytical and adequate justification why it was deemed suitable not to share that view)
The reasons and the convenience of the transaction must be considered as regards both the completion of the institutional lending activity of Banca IFIS S.p.A. and the positive trend in the business of the subsidiary. The conditions of the local market and the intense development activity carried out by IFIS Finance indeed indicate a further business growth and thus emphasize the need for the subsidiary to find new funding sources.
The transaction was approved unanimously by the Board of Directors of Banca IFIS S.p.A., on May 19, 2015, following a favourable opinion of the Control and Risk Committee (consisting of only independent directors), without abstentions or contrary votes.
The economic conditions have been determined in relation to the type of the operation and the risk profile of the counter-party. The applied economic conditions are equivalent to the market or standard ones or to the conditions normally obtainable from IFIS Finance in the event of resourcing to other banks for operations with similar characteristics. The system of internal transfer pricing of the funds approved by the Board of Directors of the parent company Banca IFIS, in the meeting of January 8, 2015, is also taken into account.
The operation described by the present information document is subject to the rules laid down by procedure governing transactions with associated parties pursuant to paragraph 5.2 (operations of greater risks) as the ratio between the counter value of the operation and the "own funds", resulting from the interim consolidated management report of the Banca IFIS Group at March 31, 2015 (the concept of "own funds" appears comparable to that of "the consolidated regulatory capital of Banca IFIS" envisaged by the mentioned procedure for operation with affiliates), is higher than the threshold of 5% (euro 20,307,150.00).
The economic, equity and financial effects of the operation can be summarized as follows:
The operation does not involve any change in the fees payable to the directors of the Issuer or of any of its subsidiaries.
2.7 In the case of transactions where the related parties involved are the members of the administrative and control bodies, top executives and directors of the issuer, information concerning the securities of the issuer that are held by entities identified above and to the interests of those in transactions overtime, provided for by Title 14.2 and 17.2 of Annex I to Regulation 809/2004/EC
Except as specified in paragraph 2.2, the operation does not involve, as related parties, members of the Board of Directors, members of the Board of Statutory Auditors, General Manager and directors of the Issuer or of its subsidiaries.
2.8.Inspection bodies or administrators who have led or participated in the negotiations and / or educated and / or approved the transaction by specifying the respective roles, particularly with regard to independent directors, if any. Referring to the resolutions approving the transaction, specify the names of those who voted for or against the transaction or abstained, giving the reasons for any dissent or abstentions. Indicate that, under Article 5 of the Issuers' Regulations, any opinions of independent directors are attached to the information document or published on the website of the company
As also pointed out in paragraph 2.3, the operation was approved unanimously by the Board of Directors of Banca IFIS S.p.A., following a favourable opinion of the Control and Risk Committee (consisting of only independent directors), without abstentions or contrary votes.
The Board of Directors and the Control and Risk Committee (consisting of only independent directors) were provided with the appropriate information about the operation.
The Control and Risk Committee has also been involved in the negotiating phase and in the preparatory phase through the receipt of a complete and timely information flow being also provided with the power to seek information and prepare remarks.
The extract of the meeting minutes of the Control and Risk Committee is attached to this information document.
2.9.If the significance of the transaction results from the cumulation - under article 5, subsection 2 - of more transactions carried out during the year with the same related party, or related persons to both the latter and the company, the information specified in the preceding subsections shall be provided with reference to all the above transactions
The transaction falls within the credit support provided by Banca IFIS S.p.A. in favour of the subsidiary IFIS Finance Sp. z o.o., in proportion to the current requirements and growth programs of the subsidiary.
Banca IFIS S.p.A.
The Chief Executive Officer
Giovanni Bossi
The Risk Management and Internal Control Committee met on May 18, 2015, at about 14.30 hrs.
The meeting, which was carried out at headquarters of the Bank, was attended by the Chairman of the Committee Mr. Giuseppe Benini and members Ms. Francesca Maderna and Mr. Andrea Martin, while the Director Prof. Daniele Santosuosso was connected by telephone.
The Chairman of the Board of Statutory Auditors Mr. Giacomo Bugna is present as well.
… OMISSIS …
In the end, the Control and Risk Committee, consisting of only independent directors, recognizes
Therefore, the Committee deems it appropriate to positively evaluate the interest of Banca IFIS in fulfilling the operation and to express a favourable opinion with regard to the approval by the Board of Directors and to the transfer to the CEO of all powers necessary for the purposes of its implementation.
… OMISSIS …
The meeting ends at about 19.10 hrs.
The Chairman of the Control and Risk Committee
Dott. Giuseppe Benini ________________________________________
La Consigliera
Dott. Francesca Maderna ________________________________________
Il Consigliere
Dott. Andrea Martin ________________________________________
Il Consigliere
Prof. Daniele Santosuosso ________________________________________
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