Mutual company – Registered Office in Verona, Piazza Nogara, 2 – Share Capital Euro 4,294,149,886.83 fully paid in
Tax code, VAT nr. and registration number in the Verona Enterprise Registry 03700430238
Registered in the Banks Registry as n. 5668 – Member of the Interbank Deposit Protection Fund and the National Guarantee Fund
Parent company of the Banco Popolare Banking Group – Registered in the Banking Groups Registry
ADDITION TO THE AGENDA OF THE SHAREHOLDERS’ MEETING
With respect to the notice to convene the Special Shareholders’ Meeting of Banco Popolare-Società Cooperativa – published
on the website of Banco Popolare (“Corporate Governance – Shareholders’ Meetings” section) and on the daily financial
newspaper “MF” on 27 November 2013, pursuant to art. 125-bis T.U.F. and of art. 22 of the Corporate bylaws - scheduled to
convene on first call on Thursday 24 April 2014 at 9 a.m. in Verona, at the registered office of Banco Popolare (Piazza Nogara,
2 - Verona), and on second call, should the meeting fail to reach the legal number, on 26 April 2014 at 9 o’clock a.m. in Verona,
at the Verona Fair Grounds - Quartiere Fieristico dell’Ente Autonomo Fiere di Verona, Viale dell’Industria,
we herewith inform you that
the Board of Directors decided to (i) add to the agenda the items listed below to be discussed by Shareholders during the
Annual General Meeting, and thus to call the AGM together with the extraordinary meeting, to (ii) set up an additional remote
conference facility at the Modena Fair Grounds (Quartiere Fieristico di Modena) and to (iii) move the Shareholders’ meeting to
an earlier date, namely to Friday 28 March 2014 on first call and, if necessary, on second call to
Saturday 29 March 2014 at 8:30 a.m. in Verona, at the Verona Fair Grounds - Quartiere Fieristico dell’Ente Autonomo
Fiere di Verona, Viale dell’Industria
***
The above mentioned notice to convene is therefore supplemented and amended by the following:
SPECIAL AND GENERAL SHAREHOLDERS’ MEETING
NOTICE TO CONVENE
Pursuant to art. 22 of the Articles of Association, the General and Special Shareholders’ meeting shall be convened on first call
on Friday 28 March 2014 at 9 a.m. in Verona, at the registered office of Banco Popolare - Società Cooperativa (Piazza Nogara,
2 - Verona), to discuss the following
AGENDA
GENERAL MEETING
1) Appointment of the members of the Board of Directors for financial years 2014-2015-2016, including the Chairman and
Vice Chairmen
2) Appointment of the members and Chairman of the Board of Statutory Auditors for financial years 2014-2015-2016
3) Report of the Board of Directors, the Board of Statutory Auditors and of the Auditing company on financial year 2013;
approval of the annual report as at 31 December 2013; presentation of the consolidated financial statement and of the CSR
report; consequent resolutions under the law
4) Authorization to buy and sell own shares to support stock liquidity; relevant and consequent resolutions
5) Remuneration policies; approval of the report in compliance with current regulations
6) Compensation of members of the Board of Directors
7) Compensation of Statutory Auditors
SPECIAL MEETING
1) Approval of the plan to merge Credito Bergamasco S.p.A. into Banco Popolare - Società Cooperativa and of the ensuing
amendments to the Articles of Association of Banco Popolare – Società Cooperativa. Relevant and consequent resolutions
2) Reduction of the revaluation reserves pursuant to art. 7, paragraphs 2 and 3, L. no. 218/1990
Should the meeting fail to reach the legal number, in compliance with art. 22 of the Articles of Association, it shall be held on
second call on Saturday 29 March 2014 at 8:30 a.m. in Verona, at the Verona Fair Grounds - Quartiere Fieristico dell’Ente
Autonomo Fiere di Verona, Viale dell’Industria to resolve on the above agenda, in compliance with articles 24 and 25 of the
Articles of Association.
Pursuant to art. 23 of the Articles of Association, the Board of Directors decided to set up remote conferencing
facilities in the premises specified below, which are going to be equipped with all the necessary controls to guarantee
the identification of the shareholders with voting rights and communication security:
−
Complesso Sportivo Comunale del “Terdoppio”, Piazzale dello Sport Olimpico - Novara;
−
Centro Servizi “Lodinnova”, Via dell’Industria, 2 – Frazione San Grato – Lodi;
−
Quartiere Fieristico di Lucca, Lucca Fiere e Congressi, Via della Chiesa XXXII, trav. I - Lucca;
−
Quartiere Fieristico di Modena, Modenafiere, Viale Virgilio, 58/b - Modena.
Said remote links, under the above mentioned bylaw article, shall enable the Shareholders – who do not wish to travel
to the Quartiere Fieristico di Verona and who therefore do not intend taking the floor and participating in the
discussion – to follow the proceedings and to cast their vote during the Shareholders’ Meeting, at voting time.
Illustrated below is the required information pursuant to art. 125-bis of Lgs.D. no. 58 of 24/02/1998 (T.U.F.)..
ATTENDANCE AT SHAREHOLDERS’ MEETINGS AND REPRESENTATION
Pursuant to art. 23 of the Articles of Association, Shareholders who were entered into the Shareholders’ record at least 90 (ninety) days before
and who, at least 2 (two) working days before the meeting’s first call, namely by 26 March 2014, have given “notice” to Banco Popolare through
their authorized intermediaries as provided for by art 83 sexies, paragraph 4, of T.U.F. and art. 27 of the Joint Order by the Bank of Italy and
Consob of 22/02/2008 as updated on 22/10/2013 (”Joint Order”), have the right to participate in the Shareholders’ meeting.
Shareholders - whose shares are already deposited in a custody and administration account with Banco Popolare or with another bank of the
Group, and as such have already been dematerialized - must in any case, under art. 22 of the Joint Order, give specific instructions that the
“notice” be issued, and obtain an immediate copy thereof, to be used as admission ticket to the Shareholder’s meeting.
For Shareholders whose shares are deposited with other authorized intermediaries, note that, pursuant to the above mentioned art. 22 of the
Joint Order, the “notice” instructions must be submitted by 24 March 2014, unless the intermediary fixed a different deadline, that must not be
prior to the above date, and in any case in compliance with the provision under art. 23 of the Articles of Association, making sure to obtain a
copy of the notice. The right to take the floor and to vote at the meeting shall still be valid in the event that the notices have reached Banco
Popolare after the above deadline of 26 March 2014, provided they are received before the opening of the proceedings.
Shareholders in possession of shares that have not been dematerialized yet, must turn them in to Banco Popolare or to another Bank of the
Group, or to other authorized intermediary for their dematerialization, and give instructions for the issuance of the necessary “notice” to
participate in the Shareholders’ meeting.
Under the Articles of Association, each Shareholder is entitled to one single vote, irrespective of the number of shares in his/her possession.
Shareholders are entitled to be represented by another Shareholder at the meeting, provided the latter is not a member of the Board of
Directors or of the Board of Statutory Auditors, or employee of Banco Popolare, or member of the managing or auditing boards, or employee of
the companies directly or indirectly controlled by Banco Popolare, or the auditing firm hired or in charge of the legal auditing of Banco
Popolare’s accounts, or does not fall under one of the incompatibility cases envisaged by law, and who is in possession of a written proxy valid
under the law, duly filled out and whose signature has been authenticated by a public officer or by an employee of Banco Popolare or of one of
the banks of the Group. The form at the foot of the “notice” issued to the Shareholder by one of the Group banks or by another authorized
intermediary can be used for this purpose, as well as the proxy form made available on Banco Popolare’s website ( www.bancopopolare.it,
“Corporate Governance – Shareholders’ Meetings” section).
Pursuant to art. 23 of the Articles of Association, each Shareholder may represent no more than two other Shareholders, with the exception
of trustees.
Pursuant to art. 26 of the Articles of Association, the Chairman of the Board of Directors, in his capacity as Chairman of the Shareholders’
Meeting, has full powers – under the Shareholders’ Meeting Regulation - to verify the validity of the proxies, and in general the shareholders’
actual right to attend the Shareholders’ Meeting, so as to verify whether the meeting has been duly formed, and if the legal number necessary
to pass resolutions has been reached. To this purpose, all Shareholders concerned may submit their proxies at Banco Popolare’s Head offices
by 25 March 2014. Proxies submitted after the above deadline or at the Shareholders’ meeting must in any case be filled out and authenticated
along the same modalities described above.
APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS: PRESENTATION OF CANDIDATE LISTS (art. 29 of the Articles of
Association)
In keeping with current legal and regulatory requirements and with our Articles of Association and pursuant to their provisions, the Board of
Directors is composed of 24 (twenty-four) Board members, of whom:
- no less than 3 (three) and no more than 4 (four) shall be chosen from among the top managers of Banco Popolare or of Group banking
companies or among individuals who are filling or have filled the office of Managing Director of Banco Popolare or of Group banking
companies for more than 12 (twelve) months;
- 16 (sixteen) shall be chosen as follows:
- 6 (six) from among shareholders residing in the provinces of Veneto and Emilia-Romagna, other than Parma and Piacenza (the
“Traditional Verona Area”);
- 6 (six), of whom 1 (one) residing in the provinces of Lucca, Pisa or Livorno, from among shareholders residing in the provinces of
Lombardy, other than Pavia, of Tuscany and in those of Parma, Piacenza, Genoa and La Spezia (the “Traditional Lodi Area”);
- 4 (four) from among shareholders residing in the provinces of Piedmont, Valle d’Aosta, Lazio, of Southern Italy, the Islands and in
those of Pavia, Savona and Imperia (the “Traditional Novara Area”);
- the remaining Board members shall be chosen from among Banco Popolare’s shareholders without residency constraints.
The Members of the Board are elected based on lists – in which candidates are assigned a progressive numbering – submitted by the Board of
Directors and/or by at least no. 500 Shareholders with voting rights, irrespective of their total shareholding, or by one or more Shareholders with
voting rights who as a whole hold at least a 0.50% interest in Banco Popolare’s share capital.
In compliance with Law no. 120 of 12 July 2011 and the associated regulations, the lists that contain a number of candidates equal or greater
than three must include candidates of different gender to ensure that the makeup of the Board of Directors is respectful of gender balance. To
this respect, note that pursuant to art. 56 of the Articles of Association, under the law for the first mandate the less represented gender must be
reserved a quota equal to at least one fifth of the elected Directors, corresponding to at least 5 (five) members of the Board.
Considering that the share capital – as updated on 5 December 2013 – totals Euro 4,294,149,886.83, subdivided into no. 1,763,730,870 shares,
the minimum quota to present the lists amounts to no. 8,818,655 shares.
Under penalty of inadmissibility:
a) candidate lists must be signed by the Shareholders and, on penalty of nullity, must be filed with the registered office of Banco Popolare by 5
p.m. of 3 March 2014 (25th day before the date of the General Meeting’s first call). In order to give evidence of owning the number of shares
required to present the lists, Shareholders must sign the list and present a copy of the “notice” pursuant to art. 23 of the Joint Order, issued
in compliance with existing laws and regulations. The signature of each presenting shareholder must be certified by a notary public or the
shareholder shall append his/her signature before a duly authorized employee of Banco Popolare or of the Group banks. The ownership of
the total shareholding held by the Shareholders presenting the list can be certified even after the filing of the list itself, within the publication
term of the lists, to be carried out by the Bank by 7 March 2014 (21th day before the General Meeting’s first call);
b) each Shareholder may present and vote one list of candidates only, even when through a third party or a trust company. Shareholders
belonging to the same corporate group – meaning the parent company, subsidiaries and companies under common control – and
Shareholders who have entered a shareholders’ agreement pursuant to art. 122 of T.U.F. dealing with Banco Popolare shares may not
submit or vote more than one list, even when through a third party or a trust company. Each candidate may run in one list only, under
penalty of ineligibility;
c) the lists, without prejudice to what provided for under letter e) below, must include a number of candidates ranging between 20
(twenty) and 24 (twenty-four), of whom at least 6 (six) candidates chosen from among shareholders residing in the Verona
Traditional Area, 6 (six) candidates, of which 1 (one) residing in the provinces of Lucca, Pisa or Livorno, chosen from among
shareholders residing in the Lodi Traditional Area, 4 (four) candidates chosen from among shareholders residing in the Novara
Traditional Area, and they must be listed progressively along this sequence starting from candidate number one on the list,
specifically indicating their Traditional Area of belonging alongside each candidate; moreover, no less than 3 (three) and no more
d)
e)
f)
g)
h)
than 4 (four) candidates must be chosen from among key executives of Banco Popolare or of the Group banking companies, or
among individuals who are filling or have filled the office of Managing Director of Banco Popolare or of Group banking companies
for more than 12 (twelve) months, and must be listed progressively starting from number seventeen of the list;
the candidate for the Chairman office, chosen from among the shareholders residing in either one of the Traditional Areas of Verona, Lodi or
Novara, must be entered as first on the list among slates indicating at least 20 (twenty) names; the candidates to the Vice Chairmen office
must be listed first among the shareholders residing in each of the other Traditional Areas within the same list, provided that the Chairman
and the Vice Chairmen must each come from a different Traditional Area and must be chosen from among individuals other than the key
executives of Banco Popolare or banks of the Group or who are filling or have filled the office of Chief Executive Officer of Banco Popolare or
of banks of the Group for more than 12 (twelve) months;
notwithstanding what provided for under letter c) above, it is possible to present lists with less than 20 (twenty) candidates,
provided they range between 1 (one) and 4 (four); in this event, the makeup of the list must not comply with what provided for
under the above letter c); specifically, the lists cannot include candidates chosen from among the key managers of Banco
Popolare or banks of the Group or who are filling or have filled the office of Chief Executive Officer of Banco Popolare or of banks
of the Group for more than 12 (twelve) months;
lists with three or more candidates must also include candidates of different gender so as to ensure that the makeup of the Board of
Directors is respectful of the gender balance in keeping with applicable regulations thereon;
all the lists must indicate candidates who meet the requirement of independence provided for by the Corporate Governance Code of Borsa
Italiana accounting for at least half of the candidates other than those chosen from among the key managers of Banco Popolare or banks of
the Group or who are filling or have filled the office of Chief Executive Officer of Banco Popolare or of banks of the Group for more than 12
(twelve) months;
each list must be completed with the relevant documents, to be filed within the list presentation deadline at the registered offices of Banco
Popolare, providing complete information on the candidates’ personal and professional characteristics, together with the statements with
which the single candidates accept their candidacy, and state on their own responsibility that no ineligibility and incompatibility causes exist,
that they meet the requirements prescribed for the office of Member of the Board of Directors by the applicable law, regulations and
corporate governance provisions and specify the governance offices filled in other Companies, as well as the identity of the Shareholders
who presented the list and the total shareholding percentage.
Candidate lists, together with the related documentation as required by current regulations and by the Articles of Association, must be filed in
keeping with the above specified terms along either one of the following procedures:
− at the Registered Office of Banco Popolare (Funzione Soci e Azionisti – Shareholders’ Office), Piazza Nogara, 2, 37121 Verona, in working
days from 8:15 a.m. to 5 p.m.; or
− by e-mail, at the certified email address: soci@pec.bancopopolare.it, attaching the documents in pdf format with digital signature.
Any list of candidates failing to fully comply with the above procedures shall be deemed not presented. However, in the event that the missing
documentation refers to single candidates of a list, this will cause the exclusion of those candidates while not affecting the validity of the lists to
which they belong, provided they fully comply with what provided for in the above letters c), e), f) and g).
Pursuant to art. 29.9 of the Articles of Association, if only one list of candidates is submitted, the members of the Board of Directors shall be
elected from said list, until all the candidates on the list have been elected.
Pursuant to art. 29.10 of the Articles of Association, should no list be presented within the specified term, the General Meeting shall decide by
relative majority of the attending Shareholders.
The document on the qualitative and quantitative makeup of the Board of Directors as required by the Bank of Italy Note dated 11 January 2012
entitled “Applicazione delle disposizioni di Vigilanza in materia di organizzazione e governo societario delle banche” shall be made available to
the Shareholders on the website (www.bancopopolare.it, “Corporate Governance – Shareholders’ Meetings” section) in due time for the
presentation of the above lists.
APPOINTMENT OF THE MEMBERS OF THE BOARD OF STATUTORY AUDITORS: PRESENTATION OF CANDIDATE LISTS (art. 45 of the
Articles of Association)
In keeping with current legal and regulatory requirements and with our Articles of Association and pursuant to their provisions, the Board of
Statutory Auditors is composed of 5 (five) Standing Auditors and 2 (two) Alternate Auditors.
In compliance with Law no. 120 of 12 July 2011 and the associated regulations, the lists that – considering both sections - contain a number of
candidates equal or greater than three must include candidates of different gender to ensure that the makeup of the Board of Statutory Auditors
is respectful of gender balance. To this respect, note that pursuant to art. 56 of the Articles of Association, under the law for the first mandate
the less represented gender must be reserved a quota equal to at least one fifth of the elected Standing auditors, corresponding to at least 1
(one) standing member of the Board of Statutory Auditors.
Pursuant to art. 45 of the Articles of Association, the members of the Board of Statutory Auditors are appointed based on lists along the
following procedure:
a) lists are subdivided into two sections, one for candidates to the office of Standing auditor and one for candidates to the office of Alternate
auditor, and they must present a number of candidates not exceeding the number of Auditors to be appointed, arranged along a
progressive numbering;
b) the candidate to the chairmanship of the Board of Statutory Auditors must be listed first on the list in the section of candidates to the office
of standing auditor, provided that the Chairman of the Board of Statutory Auditors must be drawn from the list, if existing, which received
the second largest number of votes pursuant to art. 46 of the Articles of Association;
c) the lists that, including both sections, have three or more candidates must also include candidates of different gender so as to ensure that
the makeup of the Board of Statutory Auditors is respectful of the gender balance in keeping with applicable regulations;
d) the lists are presented by at least no. 500 Shareholders with voting rights, irrespective of the total shareholding interest they hold, or by
one or more Shareholders with voting rights who individually or jointly hold an interest of at least 0.50% in Banco Popolare (corresponding
to no. 8,818,655 shares);
e) each shareholder may present and vote one list of candidates only, even vicariously or through a trust company. Shareholders belonging
to the same company group – meaning the parent company, the subsidiaries and the companies under joint control – and shareholders
taking part in a shareholders’ agreement pursuant to art. 122 of Lgs. D. n. 58/1998 dealing with Banco Popolare shares may not present or
vote more than one list, even vicariously. Each candidate may only run in one list, under penalty of ineligibility;
f)
on penalty of nullity, lists must be filed with the registered office of Banco Popolare by 5 p.m. of 3 March 2014 (25th day before the date
of the General Meeting’s first call); they must be complemented with: (i) information on the identity of shareholders presenting the lists,
indicating the total shareholding percentage; (ii) an exhaustive report on the personal and professional characteristics of each candidate,
specifying the governance offices filled in other companies; and (iii) the statements with which the single candidates accept their
candidacy, and state on their own responsibility that no ineligibility and incompatibility causes exist, and that they meet the requirements
prescribed by the law and by the Articles of Association for the office;
g)
in order to give evidence of owning the number of shares required to present the lists, the shareholders must sign the list and present a
copy of the notice pursuant to art. 23 of the Joint Order, issued in compliance with existing legal and regulatory provisions. The signature
of each presenting shareholder must be certified by a notary public or the shareholder shall append his/her signature before a duly
authorized employee of Banco Popolare or of the Group banks. The ownership of the overall shareholding jointly held by the shareholders
presenting the list can be attested also after the list filing, provided that it is done by 7 March 2014 (21st day before the date of the
General Meeting’s first call).
The candidate lists, together with the relevant documentation under the applicable law and the Articles of Association, must be presented in
compliance with the above specified terms along either one of the following procedures:
−
at the Registered Office of Banco Popolare (Funzione Soci e Azionisti - Shareholders’ Office), Piazza Nogara, 2, 37121 Verona on working
days from 8:15 a.m. to 5 p.m., or
−
by e-mail, at the certified email address: soci@pec.bancopopolare.it, attaching the documents in pdf format with digital signature.
Any list of candidates failing to fully comply with the above procedures shall be deemed not presented, also in the event that the discrepancies
and deficiencies regard the documentation referring to single candidates.
In the event that upon expiration of the term specified in the above item e) only one list of candidates is presented, or only lists submitted by
shareholders who under the applicable laws are deemed connected, Banco Popolare shall immediately inform the market that additional lists
can be presented up to the 3rd day after said date, with the consequent lowering of the thresholds provided for under art. 144 sexies, paragraph
5 of the Issuers Regulation.
Should only one list be presented, all Statutory Auditors, standing and alternate, shall be drawn from the same list.
Pursuant to art. 46 of the Articles of Association, should no list be presented, the Board of Statutory Auditors shall be elected by the
Shareholders’ Meeting by relative majority, in compliance with applicable regulations on gender balance.
SHARE CAPITAL INFORMATION
The share capital subscribed and paid in by the Company at the date of publication of this notice totals Euro 4,294,149,886.83, subdivided into
1,763,730,870 shares with no nominal value. No shares or other securities have been issued, that limit the voting rights. At the date of this
notice, Banco holds no. 1,603,392 own shares, primarily for the implementation of prior shareholders’ resolutions.
ADDITIONS TO THE AGENDA AND PRESENTATION OF NEW PROPOSED RESOLUTIONS
Shareholders, representing no less than 1/80 of total Shareholders with voting rights, may ask in writing, within ten days of publication of this
notice calling the shareholders' meeting, for 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. 22,
paragraph 3, of the Articles of Association, or proposing new 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 either
(i) delivered or sent by registered mail to Banco Popolare’s Corporate Secretary Office in Piazza Nogara, 2 – 37121 Verona, or (ii) by e-mail at
the certified e-mail address segreteria@pec.bancopopolare.it.
Shareholders requesting the addition to the agenda or proposing new resolutions on subject-matters 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, in
keeping with the procedures prescribed by current regulations.
Shareholders’ subscriptions must be certified by a notary public or by duly authorized employees of Banco Popolare or of the banks of the
Group. The legitimacy to exercise the right is attested by filing a copy of the notice or of the certification issued by the intermediary under
current legal and regulatory provisions.
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 ten days prior to the date scheduled for the shareholders' meeting.
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.
DOCUMENTATION
The executive report covering the items on the agenda, including the proposed resolutions, as well as any other document, to be published
before the General Meeting, shall be made available to the public at the head office of Banco Popolare and published on Banco Popolare’s
website (www.bancopopolare.it, Corporate Governance – Shareholders’ Meetings section”), in addition to the other modalities established by
Consob’s regulation, in compliance with the terms and procedures provided for by the current laws. Shareholders are entitled to receiving a
copy of the above mentioned documentation once it has been filed.
This notice to convene is published in compliance with art. 125-bis T.U.F. and art. 22 of the corporate bylaws on Banco Popolare’s website, in
the above mentioned section, and on the daily newspapers “Il Sole 24 Ore” and “MF”. It is also transmitted to Borsa Italiana in compliance with
current regulations.
Verona, 11 February 2014
On behalf of the BOARD OF DIRECTORS
The Chairman
(Avv. Carlo Fratta Pasini)