SHAREHOLDERS' MEETING OF BANCA CARIGE *****

Transcription

1 PRESS RELEASE SHAREHOLDERS' MEETING OF BANCA CARIGE NEW BOARD OF DIRECTORS, CHAIRMAN AND DEPUTY CHAIRMAN APPOINTED THE ORDINARY SHAREHOLDERS MEETING APPROVED: THE COMPANY S SEPARATE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015 AND ACKNOWLEDGED DISCLOSURE OF THE GROUP S CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015 THE GROUP S REMUNERATION POLICIES FOR 2016 THE INTEGRATION OF THE BOARD OF STATUTORY AUDITORS VIA THE APPOINTMENT OF ONE ALTERNATE AUDITOR THE EXTRAORDINARY SHAREHOLDER'S MEETING APPROVED THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ***** Genoa, 31 March 2016 The Shareholders' Meeting of Banca Carige S.p.A., was held today in one call under the chairmanship of Cesare Castelbarco Albani. The Ordinary Shareholders' Meeting appointed the new Board of Directors, comprised of 15 members, as well as its Chairman and Deputy Chairman for the period, with term of office expiring on the date of the Shareholders Meeting which will be held to approve the Financial Statements as at 31 December 2018, on the basis of five lists submitted by the shareholders pursuant to art. 18 of the Articles of Association and in accordance with the provisions of the same article on compliance with gender balance, as follows: appointed from the list submitted by the shareholder Malacalza Investimenti S.r.l., which obtained the majority of votes, were the following Directors: - Giuseppe Tesauro, Chairman, who, upon submission of the list, declared that he meets the 1

2 requirements set out by article 18, para. 4 of the Articles of Association, which are reflective of the requirements provided for by art. 148, para. 3 of Legislative Decree no. 58/1998 and the Italian Corporate Governance Code for listed companies (the "requirement ") - Vittorio Malacalza, Deputy Chairman - Luciano Pasquale - Guido Bastianini - Maurizia Squinzi who, upon submission of the list, declared that she meets the requirement - Beniamino Anselmi who, upon submission of the list, declared that he meets the requirement - Giampaolo Provaggi - Paola Girdinio who, upon submission of the list, declared that she meets the requirement of - Elisabetta Rubini who, upon submission of the list, declared that she meets the requirement - Lucia Venuti who, upon submission of the list, declared that she meets the requirement of from the list submitted by the shareholders Compania Financiera Lonestar SA, Spininvest S.r.l., Aldo Spinelli, Leila Cardellini and Roberto Spinelli - who declared that no relationships of affiliation under article 147-ter para. 3 of Legislative Decree no. 58/1998 and article 144- quinquies of the Consob Issuers' Regulation, including in light of the provisions set out by Consob Communication No. DEM/ of 26/2/2009 or significant relationships exist with the shareholders owning a relative majority interest in Banca Carige S.p.A. - the following Directors were appointed: - Claudio Calabi who, upon submission of the list, declared that he meets the requirement - Alberto Mocchi who, upon submission of the list, declared that he meets the requirement - Sara Armella who, upon submission of the list, declared that she meets the requirement 2

3 from the list submitted by the shareholders Arca SGR S.p.A. (Arca Azioni Italia fund), Eurizon Capital SGR S.p.A. (Eurizon Azioni PMI Italia fund), Fideuram Investimenti SGR S.p.A. (Fideuram Italia fund), Fideuram Asset Management (Ireland) (Fideuram Fund Equity, Italy and Fonditalia Equity Italy), Interfund Sicav (Interfund Equity Italy), Alleanza Assicurazioni S.p.A., Mediolanum Gestione Fondi SGR S.p.A. (Mediolanum Flessibile Italia and Mediolanum Flessibile Sviluppo Italia), Mediolanum International Funds Limited - Challenge Funds - Challenge Italian Equity- who declared that no relationships of affiliation under article 147-ter para. 3 of Legislative Decree no. 58/1998 and article 144-quinquies of the Consob Issuers' Regulations, including in light of the provisions set out by Consob Communication No. DEM/ of 26/2/2009 or significant relationships exist with the shareholders owning a relative majority interest in Banca Carige S.p.A. - the following Director was appointed: - Giulio Gallazzi who, upon submission of the list, declared that he meets the requirement of from the list submitted by the shareholders Talea Società di Gestione Immobiliare S.p.A., Coop Liguria s.c.c., Fondazione Agostino Maria de Mari - Cassa di Risparmio di Savona e Fondazione Cassa di Risparmio di Carrara - who declared that no relationships of affiliation under article 147-ter para. 3 of Legislative Decree no. 58/1998 and article 144-quinquies of the Consob Issuers' Regulations, including in light of the provisions set out by Consob Communication No. DEM/ of 26/2/2009 or significant relationships exist with the shareholder owning a relative majority interest in Banca Carige S.p.A. - the following Director was appointed: - Remo Angelo Checconi The lists of candidates filed by the shareholders, together with CVs of Directors, certifying that they meet the requirements of professional competence, integrity and, if applicable, as well as any further documents required by art. 144-octies of Consob Issuers' Regulations, have been made available to the public, in compliance with the terms and provisions of the law, at the Bank's registered office, at the regulated market management company and on the corporate website In its ordinary session, the Shareholders Meeting also: approved the 2015 Separate Financial Statements for the Parent Company, Banca Carige S.p.A., resolving (i) that the net loss of EUR 164,936, (a consolidated net loss of EUR 101,741,079 for 2015) be carried forward and (ii) to cover the 2014 operating loss carried 3

4 forward for the amount of EUR 657,786, by using the share premium reserve (EUR 635,964,554.93) and the merger reserve (EUR 21,821,606.99); approved the Banca Carige Group's 2016 remuneration policies, share-based compensation schemes and criteria for determining compensation in the event of early termination of employment or early dismissal from office. The Shareholders Meeting also acknowledged disclosure of the implementation of the remuneration policies in force in 2015; filled the vacancies in the Board of Statutory Auditors, pursuant to art of the Civil Code and in compliance with the provisions of art. 26 of the Articles of Association, appointing Mr. Remo Dominici as Alternate Auditor, with his term of office expiring on the same date as for the other members of the Board of Statutory Auditors, namely on occasion of the Shareholders Meeting which will be convened to approve the Financial Statements for the year ending 31 December The Extraordinary Shareholders Meeting also approved the proposed amendments to the Articles of Association, to ensure full compliance of the Articles text with the prevailing supervisory regulations on corporate governance. ***** Declaration of the Manager responsible for preparing the Company s financial reports pursuant to art. 154-bis, para. 2 of Legislative Decree no. 58/1998 (Consolidated Law on Finance) The manager responsible for preparing the company s financial reports of Banca Carige S.p.A, Mr. Mauro Mangani, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records. ******* Genoa, 31 March

5 INVESTOR RELATIONS & RESEARCH COMMUNICATIONS Roberta Famà Antonello Amato Massimo Turla Alfredo Majo Via Cassa di Risparmio 15 Via Cassa di Risparmio GENOVA GE GENOVA GE tel tel fax fax AD HOC COMMUNICATION ADVISORS Giorgio Zambeletti Sara Balzarotti tel mobile giorgio.zambeletti@ahca.it sara.balzarotti@ahca.it 5