Pre-Annual General Meeting Information • Feb 8, 2016
Pre-Annual General Meeting Information
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| Informazione Regolamentata n. 1615-10-2016 |
Data/Ora Ricezione 08 Febbraio 2016 14:44:23 |
MTA | ||
|---|---|---|---|---|
| Societa' | : | FINECOBANK | ||
| Identificativo Informazione Regolamentata |
: | 69157 | ||
| Nome utilizzatore | : | FINECOBANKN02 - Spolini | ||
| Tipologia | : | AVVI 16 | ||
| Data/Ora Ricezione | : | 08 Febbraio 2016 14:44:23 | ||
| Data/Ora Inizio Diffusione presunta |
: | 08 Febbraio 2016 14:59:23 | ||
| Oggetto | : | PR - Board of Directors resolutions | ||
| Testo del comunicato |
Vedi allegato.
The Board of Directors of FinecoBank adopted the following resolutions:
APPROVAL OF THE PROVISIONAL FINANCIAL STATEMENTS AS AT DECEMBER 31, 2015
The Board of Directors of FinecoBank S.p.A. today approved the provisional financial statements as at December 31, 2015, which will be submitted for approval to the Shareholders' Meeting to be called for April 12, 2016.
At the Annual Shareholders' Meeting, the Board of Directors of FinecoBank S.p.A. will submit a proposal for the payment of a dividend for the financial year 2015 of €0.255 per share from retained earnings. The ex-dividend date is set for April 18, 2016, the record date for April 19, 2016 and the payment date for April 20, 2016.
The Annual Financial Statements will be published, at the latest, 21 days prior to the Annual Shareholders' Meeting at the following link: https://www.fineco.it/it/public/corporate/investors/bilanci-e-relazioni
The FinecoBank Board of Directors has resolved to call an Ordinary and Extraordinary Shareholders' Meeting to be held on April 12, 2016 in single call to resolve on the following matters:
€0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the Key Personnel 2016 of FinecoBank in implementation of the 2016 Incentive System; consequent amendments to the Articles of Association.
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.fineco.it.
In addition to the proposals to the Shareholders' Meeting regarding the FinecoBank S.p.A. financial statements at December 31, 2015 and the related resolutions, the following proposals will be submitted for approval:
In compliance with the Bank of Italy Supervisory Regulations for Banks on "Remuneration and incentive policies and practices", the 2016 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 2016 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 2016 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 long-term period (2017-2022) to a selected group of Company employees.
The 2016 Incentive System has been formulated pursuant to Article 114-bis of Legislative Decree 58/1998, 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 2016 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 long-term period (2017-2021) to selected Personal Financial Advisors of the Company.
The 2016 Incentive System has been formulated pursuant to Article 114-bis of Legislative Decree 58/1998, 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 2016 Incentive System for PFA "Identified Staff".
The authorization request is for a maximum of 250,000 ordinary shares; it will be proposed that the consideration for the purchases cannot be below the nominal value per share, equal to €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 stock-exchange trading days prior to the purchase.
Determination of the compensation to be paid to the Chairman of the Board of Statutory Auditors for accepting the position of external member of the Supervisory Body
In relation to the Chairman of the Board of Statutory Auditors assuming the role of external member of the Supervisory Body on April 12, 2016, the Shareholders' Meeting is asked determine the compensation payable for this position.
Delegation to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, of the authority to approve a free capital increase in the year 2021, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of €32,789.79 corresponding to a maximum of 99,363 FinecoBank ordinary shares with a nominal value of €0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the Key Personnel 2015 of FinecoBank in order to complete the implementation of the 2015 Incentive System; consequent amendments to the Articles of Association.
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 2021, as per the 2015 Incentive System for employees, by issuing a maximum of 99,363 FinecoBank ordinary shares (corresponding to a maximum capital increase of €32,789.79). The Shareholders' Meeting is also asked to resolve on the relevant amendment to the Articles of Association.
Delegation to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, of the authority to approve a free capital increase – on one or more occasions and for a maximum period of five years starting from the date of the shareholders' resolution, pursuant to Article 2349 of the Italian Civil Code – for a maximum amount of €88,440.00 (to be allocated in full to share capital at €0.33 per share, corresponding to the nominal value per share), through the issue of a maximum of 268,000 new FinecoBank ordinary shares with a nominal value of €0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the Key Personnel 2016 of FinecoBank in implementation of the 2016 Incentive System; consequent amendments to the Articles of Association.
In line with the recommendations of national and international regulatory authorities and the guidelines contained in the European Capital Requirements Directive (CRD IV), the method for implementing the 2016 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 €88,440 corresponding to a maximum of 268,000 ordinary shares to be granted to beneficiary employees of the Company. In accordance with Article 2349 of the Italian Civil Code, the associated amendment of the Articles of Association is submitted for the approval of the Shareholders' Meeting.
The Board of Directors has verified the Directors' satisfaction of the independence requirements pursuant to Article 148 of Legislative Decree No. 58/1998 and Article 3 of the Corporate Governance Code.
The results of this verification are as follows:
In consideration of the provisions contained in the Corporate Governance Code for listed companies, the Board of Directors has approved the 2015 FinecoBank Report on Corporate Governance and Ownership Structures drawn up pursuant to Article 123-bis of Legislative Decree 58/1998. This Report – together with the Report on Operations and the Compensation Report (prepared in accordance with Article 123-ter of Legislative Decree 58/1998) – will also be published on the FinecoBank website.
CAPITAL INCREASE FOR ISSUING FINECOBANK ORDINARY SHARES AS PART OF THE "2014 KEY PEOPLE PLAN" FOR EMPLOYEES
The Board of Directors has launched the "2014 Key People Plan", approved by the Shareholders' Meeting of June 5, 2014, resolving to issue FinecoBank ordinary shares following the verification of the achievement of the performance targets set in the Plan. To that effect, the Board of Directors confirmed its approval for a free increase in FinecoBank share capital of €95,601.99 corresponding to 289,703 ordinary shares with a par value of €0.33 each.
FinecoBank is the direct, multi-channel bank of the UniCredit Group, with one of the largest advisory networks in Italy. It is the leading bank in Italy for equity trades in terms of volume of orders and number one online broker in Europe for number of orders executed. 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.
Tel.: +39 02 2887 2256 Tel. +39 02 8862 3820 [email protected] [email protected]
Barabino & Partners Tel. +39 02 72023535 Emma Ascani [email protected] +39 335 390 334
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