MINUTES OF ORDINARY SHAREHOLDERS MEETING

Transcription

1 CASSA DI RISPARMIO DI FIRENZE Società per Azioni" or in abbreviated form "BANCA CR FIRENZE S.p.A.", Registered office in Florence, via Carlo Magno no. 7 share capital 828,836, fully paid-up tax code and identification number registered in the Florence Business Registry Economic and Administrative Repertory no Roll of Banks as no company belonging to the Intesa Sanpaolo Banking Group, entered in the roll of Banking Groups direction and coordination: "Intesa Sanpaolo S.p.A." MINUTES OF ORDINARY SHAREHOLDERS MEETING The ordinary general shareholders meeting of Cassa di Risparmio di Firenze S.p.A. has been held at a.m. on 4 th April 2011 in Florence at the registered office of via Carlo Magno no. 7. The shareholders meeting is chaired, in accordance with the articles of association, by Piero Antinori, Deputy Chairman of the company s Board of Directors, as Aureliano Benedetti, Chairman of the Board of Directors had informed the meeting he would not attend due to previous, contingent, non-postponable commitments. At the opening of the meeting, Piero Antinori proposes to invite Giovanni Stucchi of the General Secretariat of the Bank to act as Secretary and to draw up the minutes of the meeting. The attendees accept the proposal. Giovanni Stucchi accepts this appointment. The Chairman ascertains and remarks that the shareholders meeting has been duly called by a notice of meeting dated 21 st March 2011 notified to the shareholders, to the members of the Board of Directors and to the acting Statutory Auditors, by communication means that guarantee confirmation of receipt. The notice was despatched more than eight days prior to the date of this meeting, with the following: AGENDA 1) Financial statements and consolidated financial statements as at 31 st December 2010; Board of Directors Report on operations; Statutory Auditors Report; Independent Auditors Report; resolutions pertaining thereto and resulting therefrom. - that the shareholders holding the entire share capital of euro 828,836,017 (eight hundred twenty-eight million eight hundred thirty-six thousand seventeen), divided in no. 743,559,069 (seven hundred forty-three million five hundred fifty-nine thousand sixty-nine) ordinary shares each with a par value of euro 1.00 (one point zero), and 85,276,948 (eighty-five million two hundred seventy-six thousand nine hundred and forty-eight) category A shares each with a par value of euro 1.00 (one point zero) are present. Both categories of shares are entitled to participate and vote in ordinary shareholders meetings, and specifically: = "INTESA SANPAOLO S.p.A.", with registered office in Turin, piazza San Carlo no. 156, tax code and identification number registered in the Turin Business Registry , represented by proxy by Giuseppe Mazzola, holder of no. 743,559,069 ordinary shares with a par value of 1.00 each, equal to the total of ordinary shares, and % of the share capital; = "ENTE CASSA DI RISPARMIO FIRENZE", with registered office in Florence, via Bufalini no. 8, tax code , represented by proxy by Giuseppe Rogantini Picco, holder of no. 85,276,948 Category A shares with a par value of 1.00 each, equal to the total of the shares in this category, and to % of the share capital;

2 - that as for the Board of Directors, in addition to Deputy Chairman Piero Antinori, Francesco Pellati is also present, while the remaining Directors have justified their absence; - that the complete Board of Statutory Auditors is present: Rosalba Casiraghi (Chairman); Carlo Giuseppe Angelini and Vieri Fiori (Acting Auditors); - that the following are also attending the meeting: Luciano Nebbia, General Manager, and Marco Falleri, Secretary of the Board of Directors. The Chairman acknowledges that, to the best of the Company s knowledge, the shareholders are entitled to exercise the voting rights for all the shares owned. He moreover asks the shareholders to indicate any situation of exclusion from the voting right, in accordance with the current regulations in force. No one having spoken and, with reference to the law and the articles of association, the Chairman declares that this shareholders meeting is regularly constituted, in first call, and that it may validly resolve on the matters on the Agenda. The Chairman indicates that on 22 nd May 2008 "Intesa Sanpaolo S.p.A." and "Ente Cassa di Risparmio di Firenze" entered into a shareholders agreement emcompassing all shares owned and, precisely, "Intesa Sanpaolo S.p.A." 743,559,069 shares amounting to % of the share capital and "Ente Cassa di Risparmio di Firenze" 85,276,948 shares amounting to % of the share capital. As per banking laws and norms, the notifications to supervisory authorities and regulators, in relation to said agreement, have been made. The Chairman then proceeds with the discussion of the sole matter on the agenda and proposes to the attendees to abstain from reading the Financial Statements and the Consolidated Financial Statements and the Board of Directors Report on the Financial Statements and the Consolidated Financial Statements because the relevant documents were made available to all the attendees. The shareholders meeting attendees agree. The Chairman moreover points out that, as information for the shareholders meeting, the attendees have also been provided with the Report on the activities carried out during the year 2010 issued by the Supervisory Board set up by the Bank in accordance with Legislative Decree 231/2001. This report will be attached to the minutes (Attachment 1). The Chairman invites the Chairman of the Board of Statutory Auditors to read the conclusions from the Statutory Auditors report. The Chairman of the Board of Statutory Auditors then reads the conclusions from the report of the Board of Statutory Auditors, which are set forth here below: Final assessments As a result of what has been stated above, and as regards to the elements pertaining to its own responsibility, the Board of Statutory Auditors declares that it has no objections to the proposed resolutions submitted by the Board of Directors regarding the approval of the financial statements and the allocation of the operating profit. The Chairman then invites the Secretary of the Board of Directors to read out the report of the Company in charge of the independent audit of the accounts. The Secretary of the Board reads the conclusions from PriceWaterhouseCoopers Independent Auditors Report: "The report reaches the following conclusions: As for the financial statements point 3 In our opinion, the financial statements of Banca CR Firenze S.p.A. as at 31 st December 2010 comply with the International Financial Reporting Standards adopted by the European Union, as well as with the provisions issued by way of implementation of art. 9 of

3 Legislative Decree no. 38 of They are therefore drawn up with clarity and truthfully and correctly represent the financial and equity situation, the financial result and the cash flows of Banca CR Firenze S.p.A. for the period closed at that date. As to the report on operations which accompanies the annual financial statements, point 4 last sentence In our opinion, the report on operations and the information, pursuant to paragraph 2, letter b) of art. 123-bis of Legislative Decree no. 58 of 1998 presented in the specific section of the report on operations for the Consolidated Financial Statements, are consistent with the financial statements of Banca CR Firenze S.p.A. as at 31 st December for the consolidated financial statements point 3 In our opinion, the consolidated financial statements of the Banca CR Firenze Group as at 31 st December 2010 comply with the International Financial Reporting Standards adopted by the European Union, as well as with the provisions issued by way of implementation of article 9 of Legislative Decree number 38 of They are therefore drawn up with clarity and truthfully and correctly represent the financial and equity situation, the financial results and the cash flows of the Banca CR Firenze Group for the period closed at that date. regarding the report on operations which accompanies the consolidated financial statements point 4 last sentence in our opinion the report on operations and the information, pursuant to paragraph 2, letter b) of art. 123-bis of Legislative Decree number 58 of 1998 presented in the specific section of the self report are consistent with the consolidated financial statements of Banca CR Firenze SpA as at 31 st December 2010.". The Chairman then draws the attention of the attendees to the proposal of the Board of Directors regarding the allocation of the 2010 operating profit, as described on the last page of the report on operations for the financial statements and on page 225 of the individual financial statements file. As compared to a net profit of about euro 32 million, a distribution of dividends for more than euro 22 million is planned. He moreover points out that, pursuant to article 26.1, letter b) of the Articles of Association, it has been proposed to allocate a portion of the profit - amounting to euro 408, for the purposes of the company s cultural or image promotion, as determined by the shareholders meeting. He outlines that it is customary for the shareholders meeting to release a mandate to the Board of Directors so that they may identify the single projects to be financed. The representative of Ente Cassa di Risparmio di Firenze takes the floor to ask what will be the solvency ratios, following the allocation of the profit. Egidio Mancini, the Manager in charge of the preparation of the company accounting documents, at this point, enters the meeting room, in order to provide all details on the subject of the financial statements. Egidio Mancini, referring to the indications contained in Section 2 of part F of the Notes to the Accounts to the Individual Financial Statements, and more specifically to the table provided on page 361, specifies that, as provided by the provisions on supervision on the subject, the entity of the capital is determined, net of the distribution of the profit, on the basis of the indications proposed by the Board of Directors. The 12.78% Tier 1 Ratio and the 14.92% Total Capital Ratio are indeed improvements, as compared to the last financial year. The Tier 1 capital decreased, as compared to last year, principally due to the entry of the goodwill referring to the 50 branches acquired by the MPS Group. This decrease, however, is counterbalanced by the risk-weighted assets reduction, which has been influenced by the increase of assets, valued through an internal ratings method - rather than on the standardized one - as may be observed in the aforementioned table, and also by the greater incidence of the component measured with advanced methods to the detriment of the one with basic methods.

4 As illustrated in the Introduction to Part E of the Note, in the paragraph dedicated to the project aimed at adaptation to Basel 2, this is due to the fact that the Supervisory Body has authorized the utilization of the AIRB method on the Corporate segment following the indication referring to 31 st December 2010, in addition to the possibility of adopting the IRB method to residential mortgages as of 30 th June Moreover, as the General Manager also specified, there has been an assessment improvement on the mortgage guarantees for real estate properties which has resulted in a reduction of the weightings on these assets. The General Manager points out that there are still margins for improvement on this front, especially as regards to the savings banks of Central Italy whose aggregates, however, are not entered in the individual financial statements of the Bank. Essentially, in the face of a slight reduction of non-weighted risk assets, from 18.9 billion to 18.4 billion, the Bank has a greater, noticeable, reduction in the weighted ones, i.e. from 12.1 billion to 9.9 billion. It should, moreover, be pointed out that these improvements in the registration of the risks have marginal incidences on the entity of allocations and the adjustments of values in the financial statements. Egidio Mancini finally underscores that one can expect a substantial improvement of the core capital which shall derive from the forthcoming sale of the Findomestic shareholding which today accounts for a deduction of 475 million euro from the core capital. The representatives of the shareholders thank the General Manager and Egidio Mancini for the clarifications provided and proceed to indicate their voting intentions. The representative of Ente Cassa di Risparmio di Firenze reads the declaration prepared by this foundation, which states as follows: Ente Cassa di Risparmio di Firenze declares, on a preliminary basis, its favourable vote on the approval of the financial statements of the Company as at 31 st December 2010 and on the proposed allocation of the profit as formulated by the Board of Directors. Aware that, for various reasons, including the occurrence of extraordinary events and particular situations involving the Company and the market, the net profit of 2010 is not comparable with that of the last previous periods, Ente Cassa di Risparmio di Firenze acknowledges a result and an overall development of the company activities as shown by the report on operations that bear witness to the professionalism and the great commitment shown by the Company s management and its whole organization towards maintaining a sufficient level of profitability, even within a very difficult economic trend context. Moreover, Ente Cassa di Risparmio di Firenze declares that a passage of the Statutory Auditors Report underscores the failure to complete and formalize the organizational arrangement of the governance structures associated with the role of Sub-Holding which was assigned to Banca CR Firenze within the Group. As this role is a relevant part of the shareholders pact and the existing agreements, Ente Cassa di Risparmio di Firenze has already had the opportunity to manifest this issue to the parent company Intesa Sanpaolo S.p.A. The requirement presented to the parent company is that Banca CR Firenze may concretely exercise, with adequate structures, the role of Sub-Holding both in relation to the parent company and to the subsidiaries. Ente Cassa di Risparmio di Firenze is certain that the Board of Directors will take action, in the interest of the companies and of the Group, and, rapidly, define the aspects that have been highlighted, as these actions cannot be procrastinated further. The Board of Directors will avail itself of the collaboration of the parent company for the aspects that come within its sphere of competence. The representative of Intesa Sanpaolo S.p.A. also announces his favourable vote in advance, endorsing the considerations of Ente Cassa di Risparmio di Firenze on the fact that 2010 results cannot be compared with the previous financial years and, in particular, with those of 2009, which were characterized by the extraordinary profit achieved from the sale of Findomestic Banca and also agrees on the necessity of recognizing the effort made by the entire bank in a situation that is still difficult. He then expresses his best wishes for the future development of Banca CR Firenze.

5 The President then submits the following proposal for the approval of the Shareholders Meeting: "The Ordinary Shareholders Meeting ' of Cassa di Risparmio di Firenze Società per Azioni, which has been held on 4 th April 2011, - having examined the draft of the financial statements for the year 2010, the consolidated financial statements as at 31 st December 2010, and the Reports on Operations prepared by the Board of Directors, - having moreover examined the Statutory Auditors Report, the Independent Auditors Report and the attestation in accordance with article 154 b of Legislative Decree number 58 of 1998, fully approves the proposals of the Board of Directors. Regarding the distribution of corporate profits amounting to 32,242,463,05, it resolves to: - assign a dividend of to each of the shares entitled to participate in the profits of the financial year 2010, for a total of distributed profits of 22,395,149.18; - establish 27 th April 2011 as the date of payment of said dividend; - allocate 9,438, to other reserves, towards the increase of the net equity, and - allocate 408,428.72, as provided by art. 26.1, letter b), of the Articles of Association, for purposes of cultural and image promotion of the Company, delegating the identification and implementation of single interventions to the Board of Directors". The Chairman then puts the proposal to openly vote by raising of hands. The Shareholders Meeting approves by unanimous decision. As a side note to the discussion on the matters related to the financial statements, the Chairman intends to dwell on the matter of the remuneration policies, pointing out that he has provided the shareholders meeting with a document drawn up by the parent company that contains a brief presentation and description of the policies of remuneration and incentives in favour of the employees and collaborators of the Intesa Sanpaolo Group in The document, the full reading of which he asks those present to be allowed to omit, will be attached to the minutes of the shareholders meeting (Attachment 2). There being nothing else on which to resolve, the Chairman, after having thanked and greeted the attendees, declares this meeting closed at a.m. The Meeting Secretary The Meeting Chairman (Giovanni Stucchi) (Piero Antinori)

6 Attachment 1 to the Minutes of the Ordinary Shareholders Meeting of Cassa di Risparmio di Firenze S.p.A. of 4 April 2011 BANCA CR FIRENZE From: SUPERVISORY BOARD, pursuant to Legislative Decree 231 of 2007: SHAREHOLDERS MEETING OF 4 TH APRIL 2011 SUBJECT: ACTIVITIES CARRIED OUT IN THE YEAR 2010 Legislative Decree no. 231 of 8 th June 2001, in ratifying the administrative responsibility of institutions for administrative illicit conducts caused by criminal offences committed in their interest or to their advantage, provides that the legal entity shall not be held liable in case it demonstrates that it has adopted and efficiently implemented, before the commission of the fact, models of organization and management adequate to prevent offences of the kind of the one that has occurred, entrusting a body of the institution, that has been conferred autonomous powers of initiative and control, with the task of supervising the functioning, efficiency and compliance with the aforesaid models, as well as providing for their updating. To this end, the Board of Directors of Banca CR Firenze, with the resolution of , has approved the aforesaid model of organization of the bank, updated from time-to-time on following modifications of the law provisions and the organizational structure, as well as new processes and procedures that have been adopted. With reference to the composition of the Supervisory Board (hereinafter referred to as SB), we remind readers of the amendment that took place in 2009: i.e., the number of members has been reduced from 5 to 3 and the prerequisites for the appointment of the members has been defined. During the year 2010 the members have remained unvaried and, as of today, the SB is formed of Sergio Ceccuzzi (independent director) who holds the position of Chairman, Attorney Valerio Valignani (a professional expert on the subject) and by Accountant Gianfranco Rossi, Manager in charge of the Internal Audit. Tina Cassano is the Supervisory Board Secretary. In the last year, priority has been given to the activity of updating the bank s Legislative Decree 231/01 model, on the basis of the new law provisions introduced in 2009, adapting it both to the modified organizational context - also in consideration of Banca CR Firenze s peculiar role as a sub-holding - and to the new processes and procedures of the Group. The final document prepared also on the basis of the provisions set forth by the Guidelines issued by the parent company on the subject has been submitted for the approval of the Board during the meeting which convened on and has been disseminated through specific internal regulations and published on the internet site of the Group. As to the control activities, the SB has supervised, by means of direct intervention on the Departments or through verifications conducted by the departments in charge of control (first and foremost Internal Auditing and Compliance), the regular conduction of operations and the compliance of the Bank s processes, in order to prevent or detect the arising of conducts or situations that are abnormal or exposes the Bank to risks, adopting, if applicable, the necessary measures that come within its sphere of competence. The Supervisory Board has also verified the training activities of human resources. The Supervisory Board also received periodical information flows from specific structures which supervise the different sensitive areas, pursuant to Legislative Decree 231/01.

7 During the year 2010 the SB convened seven times. One of these meetings was held as a plenary meeting of the Boards of Statutory Auditors of the banks that previously composed the Banca CR Firenze Group and another as a plenary meeting of the Supervisory Boards of the group s savings banks of the Central Italy area. The Chairman of the Supervisory Board S. Ceccuzzi

8 Attachment 2 to the minutes of ordinary meeting of Cassa di Risparmio di Firenze of 4 th April 2011 The Policies regarding remuneration and incentives for the employees and collaborators in 2010 Th policies regarding remuneration and incentives in favour of the employees and collaborators are based on the aggregate of the systems, on operational mechanisms and on regulations adopted by the Intesa Sanpaolo Group for the financial year of These policies are implementations of the experiences and consolidated practises applied, over the years, by Intesa Sanpaolo and interventions - in compliance with the indications provided by the Bank of Italy with letter of 28 th October carried out until last year with the aim of adapting existing mechanisms to the principles and standards of application diffused by the Financial Stability Board, respectively, in April and September As indicated on the occasion of last years shareholders meeting, the parent company had replied to this notification also on behalf of the banks of the Group. Moreover, international regulations have seen a recent further evolution, which was concretized on 14 th December 2010 with the publication of Directive 2010/76/CE of the European Parliament and the Council of 24 November 2010 in the Official Gazette of the European Union, which amends directives 2006/48/CE and 2006/49/CE concerning the equity prerequisites for the portfolio of negotiation and re-securitization and the re-examination of the remuneration policies on the part of the supervisory authorities (the so-called CRD III). These regulations were implemented by the Bank of Italy at the end of last March. To take the changed regulatory scenario into account, Intesa Sanpaolo reserves itself the right to submit to the shareholders meeting the proposal to adopt the system of incentives in favour of the Management in substitution of the one adopted until now. Considering that said determinations will also apply to the Management of your company, an updating on the matter will therefore be provided on a forthcoming occasion. Investing in actions aimed at the development and enhancement of the human capital has always represented the distinctive and qualifying element of the Intesa Sanpaolo Group, within a backdrop of sustainable development and strong responsibility towards all stakeholders. This is been translated into the promotion of conducts, expertise and systems aimed at guaranteeing respect for persons and development of the human capital, through adequate initiatives of empowerment, training and professional updating; recognition of the merits of individuals and teams, involvement and motivation aimed at achieving the goals of the Corporate Plan, also with a view to integration; fair treatment and enhancement of the organizational peculiarities; trust and a sense of belonging. The parent company, Intesa Sanpaolo, availing itself of the collaboration of internationally renowned primary consulting firms, has in this regard realized a series of initiatives, projects, instruments and systems, suitably integrated in a specific development platform in order to support the management and professional growth of the persons of the Group. A particularly important role has, in this context, been played by the remuneration policies, of which criteria, guidelines and purposes are outlined below. The general goals and guidelines which have been pursued through the remuneration policy, fully consistently with the contents of the currently applicable Provisions for Supervision, are based on criteria of:

9 - fairness, in order to reduce the remunerative dispersion and to harmonize treatments; - merit, in order to assure a more accentuated connection between salaries and the performance supplied and the managerial potential revealed; - sustainability, in order to contain the charges resulting from the application of the policy within values that are compatible with the cost objectives of the Corporate Plan. The corporate remuneration policies are based on the evidence provided by the aforementioned development platform, consisting of three different systems, suitably integrated among them: - valuation of the organizational positions, to identify the importance of each position within the organization, expressed through an international metric and obtained from a rigorous analysis of the level of the responsibilities assigned, the complexity of the activities supervised and the impacts of an economical and organizational nature; - valuation and identification of the potential, through the definition of a specific system made available for each Manager, as well as through the activation of special assessments aimed at verifying the alignment of the managerial expertise to those identified by the leadership model defined for the Group; - valuation of the performances and recognition of the merit (performance management), aimed, for the Managers, at guaranteeing an efficient supervision of the objectives of the Corporate Plan, favouring an alignment to economic dimensions that are significant to the Group and the specific goals of each organizational unit and, with specific reference to the remaining personnel, aimed at an efficient identification of the merit and the strengthening of the expertise). The remuneration policies adopted focus on two different goals: - to guarantee harmonizing of treatments, and assure the entire staff of Intesa Sanpaolo the necessary equal and fair treatment; - the recognition of individual merit. The first goal has been achieved through a number of agreements with the Trade Union Organizations by means of the identification of a specific discipline supplementing the employment contracts applicable to the personnel in the professional areas and the middle management operating in the different Business Units. For each professional profile set forth in this context, we have identified the distinctive elements, the indispensable prerequisites and the organizational traits, considered in functional and inseparable connection with the current organizational structure that, as a whole, represent the sole point of reference for the application of the specific provisions and the recognition of the relative level of employment. The second goal is achieved through periodical management interventions of promotion to a higher employment level and/or the raise of the salary that are assigned, consistently with the results of the aforementioned development platform, to the resources showing the greatest potential and who have distinguished themselves the most in terms of performance in the performance of their duties. The variable component of the salary is guaranteed through: - specific incentive systems, that provide the assignation of bonuses, aligned to market values, as identified by periodical specialized surveys. For instance, the salary research conducted every year by the Italian Banking Association, whose implementation, and consequent payment of set bonuses, is conditional to the

10 attainment of a positive EVA result for the Group and the degree of attainment of the objectives in terms of attention to risk, profitability and organizational efficiency, measured through a composite indicator, constituted as a function of the results obtained with respect to the budget of the Group/Division/Business Unit in terms of Net Operational Results, Cost/Income, Adjustments on Loans, plus additional specific parameters for each Division/Business Unit; - the payment of a corporate bonus for employees, provided by contract, calculated according to the staff s employment level. This is aimed to recognize the contribution made by each employee to the productivity increase.