The Ordinary Shareholders' Meeting of Banco BPM SpA, which was attended by almost 7 thousand shareholders (more than a thousand present on their own), representing around 36% of the share capital, approved all the items on the agenda with a very large majority.
APPROVAL OF THE FINANCIAL STATEMENTS AT 31 DECEMBER 2016 OF BANCO POPOLARE - COOPERATIVE COMPANY AND OF BANCA POPOLARE DI MILANO - LIMITED LIABILITY COOPERATIVE COMPANY
The Ordinary Shareholders' Meeting resolved:
1. to approve the financial statements as at 31 December 2016 of Banco Popolare – Società Cooperativa, consisting of the balance sheet, income statement, explanatory notes and related attachments and the related management report of the company, which closes with a net loss equal to Euro 1.308.697.770
2. to approve the financial statements as at 31 December 2016 of Banca Popolare di Milano Scarl, consisting of the balance sheet, income statement, explanatory notes and related attachments and the related management report of the company, which closes with a profit of Euro 65.722.447. XNUMX;
3. to carry forward the net loss (resulting from the sum of the operating results of Banco Popolare – Società Cooperativa and Banca Popolare di Milano Scarl) of Euro 1.242.975.323.
Referring for further details to the Press Release issued on 10 February, on the occasion of the approval of the draft financial statements of the two banks, the main findings resulting from the consolidated financial statements of the Banco Popolare Group and the Banca Popolare di Milano Group are summarized below.
The Banco Popolare group and the Banca Popolare di Milano group closed the 2016 financial year with a net result of -€1.681,7 million and +€72,7 million respectively, which - net of non-recurring items - are respectively to -€1.133,7 million and +€195,2 million. The figure relating to the Banco Popolare Group discounts the higher adjustments linked to the strengthening of the coverage envisaged by the integration plan (approximately € 1.600 million).
2016 RESULTS OF THE BANCO POPOLARE GROUP (EX BP):
Main balance sheet aggregates
– Loans to customers €75,8 billion;
– Direct funding from customers €85,0 billion, including €4,6 billion of Certificates;
– Indirect funding from customers €69,2 billion of which:
? Asset management €36,4 billion;
? Assets under administration €32,8 billion.
Main income statement items
– Operating income €3.060 million, €3.035 million net of non-recurring items;
– Operating expenses of €2.488 million, including non-recurring expenses of €378,5 million; net of non-recurring items, total operating expenses decreased to €2.109 million;
– Gross operating profit €572,4 million, which rises to €925,7 million net of non-recurring items;
– Net adjustments to loans € 2.539 million, of which approximately € 1.600 million in adjustments linked to the strengthening of the coverage envisaged by the integration plan.
2016 RESULTS OF THE BPM GROUP (EX BPM):
Main balance sheet aggregates
– Loans to customers €34,8 billion;
– Direct funding from customers €36,5 billion;
– Indirect funding from customers €32,6 billion of which:
? asset management €22,1 billion;
? assets under administration €10,5 billion.
Main income statement items
– Operating income €1.604,1 million, €1.667,2 million net of non-recurring items;
– Operating expenses of €1.269,2 million, including non-recurring expenses of €296,4 million; net of non-recurring charges, total operating charges decreased to €972,8 million;
– Gross operating profit €334,9 million, which rises to €647,5 million net of non-recurring charges;
– Net adjustments to loans €420,3 million;
APPROVAL OF THE REMUNERATION REPORT OF THE BANCO BPM BANKING GROUP 2017
The Shareholders' Meeting examined and acknowledged the content of the Report of the Board of Directors on the Remuneration Report of the Banco BPM Banking Group - drawn up pursuant to article 123-ter of Legislative Decree 58/1998 ("TUF") , of Consob Regulation no. 11971/1999 and subsequent amendments and additions (“Issuers' Regulations”) and the current Supervisory Provisions of the Bank of Italy – and approved their contents.
The Remuneration Report: (i) contains information regarding the remuneration and incentive policies defined for 2017, valid for all personnel of the Banco BPM Banking Group and, with reference to the two former banking groups, (ii) reports on implementation of the remuneration policies in 2016, (iii) provides the required disclosure, pursuant to the Supervisory Provisions and the Issuers' Regulations.
As a result, the Shareholders' Meeting, in particular: (a) approved, also pursuant to article 11.3 letter (g) of the Articles of Association, the remuneration and incentive policies in favor of the Board Directors, Statutory Auditors and personnel; (b) approved the criteria for determining the remuneration to be agreed in the event of early termination of the employment relationship or early termination of office, including the limits set for said remuneration in terms of annual fixed remuneration and the maximum amount which follows from their application; (c) pursuant to and within the limits of article 123-ter, paragraph 6, TUF, it expressed itself in favor of the relevant sections of the Remuneration Report. In this regard, a mandate has been given to the Chairman of the Board of Directors, to the Chief Executive Officer, separately and with the right to sub-delegate, in order to correctly and timely execute today's resolution and the formalities and deeds connected to it and/or consequent.
APPROVAL OF THE COMPENSATION PLANS BASED ON BANCO BPM SPA SHARES: ANNUAL INCENTIVE SYSTEM (2017) AND THREE-YEAR INCENTIVE SYSTEM (2017-2019)
As part of the remuneration and incentive policies adopted by the Group under the 2017 Annual Incentive System, the Shareholders' Meeting approved the Annual Plan - drawn up pursuant to article 114-bis of the TUF and article 84-bis of the Issuers' Regulation - which provides for the valuation, through the free assignment of ordinary shares of Banco BPM SpA to executive members of the Board of Directors and to employees and collaborators of the Banco BPM Banking Group attributable to the category of "key personnel", of a of the variable component of the remuneration.
The Plan envisages that – subject to the achievement of predefined access conditions as well as specific performance objectives – to potential recipients, 50% of the bonus recognized under the 2017 Incentive System is attributed through the free assignment of Banco BPM SpA ordinary shares subject to deferral clauses (three or five years) and retention. As part of the remuneration policies adopted by the Group under the 2017-2019 Long-Term Incentive System, the Shareholders' Meeting also approved the Three-Year Plan - drawn up pursuant to article 114-bis of the TUF and article 84- bis of the Issuers' Regulation - which provides for the valuation of a portion of the variable component of the remuneration of executive members of the Board of Directors and employees and collaborators of the Banco BPM Banking Group attributable to the category of top managers of the Group, to be paid through the free assignment of shares ordinary shares of Banco BPM SpA
For potential recipients of the Three-Year Plan, the bonus recognized under the 2017-2019 Long-Term Incentive System will be paid - subject to the achievement of predefined access conditions as well as specific performance objectives - through the free assignment of Banco BPM ordinary shares subject to deferral clauses (three years) and retention. With regard to both Compensation Plans, a mandate has been conferred to the Board of Directors and for it to the Chairman of the Board of Directors, to the Chief Executive Officer, separately and with the right to sub-delegate, in order to correctly and timely execute to today's resolution and to the formalities and acts connected and/or consequent to this.
APPROVAL OF THE REQUEST FOR AUTHORIZATION FOR THE PURCHASE AND DISPOSAL OF TREASURY SHARES
The Shareholders' Meeting, acknowledging the explanatory report of the Board of Directors on the request for authorization to purchase and dispose of treasury shares and the laws and regulations in force, without prejudice to compliance with the legislation applicable from time to time, resolved to authorize – also in compliance with market practices accepted pursuant to art. 180, paragraph 1, lett. c), of the TUF, starting from the date of today's Shareholders' Meeting and until the Shareholders' Meeting at which the 2017 financial statements will be presented and without prejudice in any case to the limit of 18 (eighteen) months set forth in article 2357, paragraph 2, of the civil code – the purchase, in one or more tranches, of Banco BPM ordinary shares for a maximum total amount equal to 1% of the share capital – therefore, at present, equal to a maximum no. 15.151.821 shares – as well as their disposal.
In particular, the authorization is aimed at: i) implementing - also through the establishment of a "securities inventory" - the remuneration and incentive policies adopted by the Group (including, where necessary, the remuneration and incentive policies adopted in previous years by the former Banco Popolare banking group and/or by the former Banca Popolare di Milano banking group); ii) being able to carry out normal intermediation activities aimed at promoting the circulation of shares and the regular course of trading; iii) be able to dispose of any treasury shares that the competent bodies of the Bank, without prejudice to any decision regarding the limitation or exclusion of the redemption of the shares in respect of which the withdrawal has been exercised by the Partners or Shareholders of the former Banco Popolare Soc. Coop . and/or of the former Banca Popolare di Milano Scarl following the resolutions passed by the respective Shareholders' Meetings on 15 October 2016, should decide, subject to the issuance of the legal authorisations, to purchase pursuant to and by effect of article 2437- quater, paragraph 5, of the civil code.
The Shareholders' Meeting also authorized the Board of Directors, and for it the Chairman of the Board of Directors, as well as the Chief Executive Officer and the General Manager, separately and with the faculty of sub-delegation, to purchase and disposal of treasury shares for the purposes and within the limits indicated in the aforementioned Report of the Board of Directors and always in compliance with the legislation applicable from time to time. The delegation may be exercised only after obtaining authorization from the ECB pursuant to the applicable provisions of Regulation (EU) no. 575/2013 and of the Delegated Regulation (EU) n. 241/2014 and, in any case, in compliance with any other applicable law, also taking into account the need to ensure equal treatment of Shareholders.
ADOPTION OF SHAREHOLDERS' MEETING REGULATIONS
Pursuant to art. 11.3, lett. (h), of the Articles of Association, the Shareholders' Meeting approved the Shareholders' Meeting Regulations in the text proposed by the Board of Directors. The Shareholders' Meeting Regulation establishes the procedures to be followed in order to allow for the orderly and functional conduct of the shareholders' meetings, in compliance with the provisions of the Borsa Italiana Code of Conduct which Banco BPM SpA adheres to.
