Corporate governance

Models and bodies

A corporate governance system based on the interaction between the Board of Directors and the Board of Auditors, both appointed by the Shareholders’ Meetings.

Banca Profilo has adopted a traditional governance model based on the interaction of two bodies appointed by the shareholders’ meeting:

– The Board of Directors.

– The Board of Auditors.

The corporate governance system adopted by the Bank complies with the regulations applicable to listed companies and with banking regulations and is inspired by the principles and criteria of the Self-Regulatory Code for Listed Companies promoted by Borsa Italiana.

Banca Profilo, being a bank listed on the Italian regulated market, qualifies as a company of

greater size or operational complexity for the purposes of the Bank of Italy’s Corporate Governance Provisions, set forth in Bank of Italy Circular 285/2013.

The corporate governance structure, in line with the chosen traditional administration and control model and in compliance with the statute, is based on the interaction of the following corporate bodies:

Shareholders’ Meeting, as the body representing the universality of shareholders;

Board of Directors, as the body on which the function of strategic supervision is hinged;

Chairman of the Board of Directors, as the person in charge of ensuring the smooth functioning of the Board, fostering intra-Board communication, the effective balance of powers and the taking of informed decisions also by non-executive Directors, in line with the duties involved in the organization of the Board of Directors’ work and the circulation of information provided for by Article 2381, paragraph 1 of the Italian Civil Code;

Board of Auditors, as the body on which the control function is hinged and which is responsible for supervising the functionality of the overall internal control system and ascertaining the effectiveness of all the structures and functions involved in the control system and their proper coordination;

Remuneration Committee, as the body responsible for verifying, examining and, if necessary, formulating proposals regarding remuneration and incentives;

Control and Risk Committee, as the body responsible for supporting the Board of Directors’ assessments and decisions relating to the internal control and risk management system and assessments relating to the approval of individual and consolidated financial statements. It also has duties and powers regarding transactions with related parties and/or subjects related to them;

Appointments Committee, as the body involved in the processes of (i) appointing and

co-opting Directors and heads of Control Functions, (ii) verifying the existence of the requisites for assuming office, (iii) self-assessment by the Board with reference to identifying the personnel to be used, (iv) defining succession plans for top executive positions or other positions, (v) identifying the target in terms of the proportion of the less represented gender;

Chief Executive Officer, who is responsible, , for the management function on the basis of the powers assigned by the Board of Directors. The Chief Executive Officer performs the functions of Director in charge of the internal control and risk management system pursuant to the Code;

General Manager, who represents the top of the internal structure and, as such, participates in the management function;

Supervisory Body pursuant to Legislative Decree 231/01, as the body with control functions pursuant to the Decree. Banca Profilo, in the board meeting of 19 December 2013, decided to comply with the relevant model proposed by the Bank of Italy, which foresees that the Board of Auditors shall be entrusted with Supervisory Board duties. This approach was subsequently implemented by Board resolution of 30 January 2014;

Manager in charge of preparing corporate accounting documents pursuant to Article 154-bis of the Consolidated Law on Finance, who is responsible for defining reliable and effective administrative and accounting procedures;

Auditing Company, which is responsible for the statutory audit of the accounts.

* For the dissemination and storage of Regulated Information, Banca Profilo S.p.A. has chosen to implement the 1INFO system (www.1info.it), managed by Computershare S.p.A. with registered offices in Milan

via Lorenzo Mascheroni 19 and authorized by CONSOB.

 

 

Without prejudice to its duties under the law and the Statute, the Board of Directors, as the strategic supervision body:

  1. has exclusive power over matters that sector regulations promptly reserve to the body with strategic supervisory functions in the areas of, by way of example but not limited to, (i) business strategy, financial planning, general management guidelines; (ii) corporate governance and the organizational system; (iii) internal control system, risk and information flows; (iv) entry into new markets; (v) opening up to new products; (vi) the ICAAP process; (vii) business continuity; (viii) remunerations and incentives (ix) information system; (x) business continuity and disaster recovery; (xi) assessment of business activities; (xii) outsourcing; (xiii) accounting and reporting systems; (xiv) public information and communication process; (xv) corporate management verification; (xvi) investment service disbursement.
  2. For the purposes of appointing or co-opting Directors, (i) the BoD first identifies its own optimal qualitative-quantitative composition, identifying and justifying the theoretical profile of candidates deemed appropriate; (ii) it subsequently verifies the correspondence between the optimal qualitative-quantitative composition and the actual composition resulting from the appointment process.
  3. The BoD conducts an annual self-assessment in accordance with the purposes and criteria set forth in the regulations, including self-regulatory decisions, in force from time to time, according to a process formalized in specific internal regulations, the results of which are illustrated in a document and communicated to the market in the Corporate Governance and Share Ownership Report.
  4. It verifies that the Directors and Statutory Auditors have the foreseen honorableness, professionalism and independence requirements pursuant to Article 26 of Legislative Decree No. 385/93 (Consolidated Banking Act); any additional requirements foreseen in the Statute for taking office; compliance with the prohibition on interlocking directorships foreseen in Article 36, Law Decree No. 201 of 6 December 2011, converted by Law No. 214 of 22 December 2011; the accumulation of office limit.
  5. It assesses the adequacy of the general organizational, administrative and accounting structure of the Bank and its strategically important subsidiaries, with particular reference to the internal control system and risk management.
  6. It approves plans aimed at ensuring an orderly succession to the top executive positions (Chief Executive Officer and General Manager) in the event of termination due to term of office expiry or for any other reason in order to ensure business continuity and avoid economic and reputational repercussions.

 

The Bank’s Board of Directors examines and pre-emptively approves any company transactions that do not fall within the tasks assigned to the Chief Executive Officer and/or the General Manager.

 

 

 

The number of Board of Directors’ members, as set forth in tahe Statute, may vary from a minimum of 9 to a maximum of 13 and must be adequate to the size and complexity of the Bank’s organizational structure in order to effectively oversee the Bank’s entire business activity in terms of management and controls, in line with the Optimal Quantitative Profile

that the Board of Directors will have previously determined.

The following table shows the composition of the Board of Directors as of 22.04.2021. The current Board of Directors will expire with the Shareholders’ Meeting held to approve financial statements as at 31.12.2023.

The Chairman of the Board of Directors performs a crucial function in guaranteeing the smooth functioning of the Board, fostering intra-Board communication, the effective balance of powers and the taking of informed decisions also by non-executive directors. He/she promotes the effective functioning of the corporate governance system, maintaining an impartial role in guaranteeing the smooth functioning of the Board and the circulation of information. He/she acts as interlocutor for the Board of Statutory Auditors and the intra-advisory Committees with which he/she exchanges information on an ongoing basis.

In order to perform his/her function effectively, the Chairman of the Board of Directors does not have an executive role.

The Chairman establishes the agenda of the Board of Directors, taking care that matters of strategic importance are given priority, coordinates its work and ensures that all Board members are provided with adequate information on the items on the agenda.

The Chairman of the Board of Directors ensures that Directors and Statutory Auditors can participate, after their appointment and during their term of office, in initiatives aimed at providing them with an adequate knowledge of the business sector in which the company operates, the company’s dynamics and their evolution, as well as the regulatory framework of reference.

The Chairman of the Board of Directors is the reference figure for the initiation of the Board’s self-assessment process and is responsible for identifying and enabling the figures involved in its operational implementation.

The Chief Executive Officer and the General Manager

The Board of Directors of the Bank has delegated its powers to a Chief Executive Officer, pursuant to Article 21 of the Statute, setting out his powers.

The Chief Executive Officer and General Manager, who is responsible for the management, perform all acts necessary to execute Board of Director resolutions.

The Chief Executive Officer ensures that the organizational, administrative and accounting structure is appropriate to the nature and size of the company and reports to the Board of Directors (i) on a monthly basis, at Board meetings, except as set forth in the following point (ii), by means of a standardized reporting schedule, on at least the following matters:

business and risk area performance, major projects, other relevant issues, also in reference to subsidiaries and (iii) quarterly, on the occasion of the approval of annual and infra-annual accounting statements, through the accounting documents (annual, half-yearly, quarterly) up for approval. In urgent cases, the Chief Executive Officer, with the favorable opinion of the Chairman of the Board of Directors, may take decisions that fall within the competence of the Board, except for matters reserved to the Board by law or by Statute.

The Chief Executive Officer can be qualified as the person primarily responsible for the management of the company. As of the date of the current Report, the interlocking directorate situation set forth by Application

Management Body

The Chief Executive Officer and the General Manager

The Board of Directors of the Bank has delegated its powers to a Chief Executive Officer, pursuant to Article 21 of the Statu

The Chief Executive Officer and General Manager, who is responsible for the management, perform all acts necessary to execute Board of Director resolutions.

The Chief Executive Officer ensures that the organizational, administrative and accounting structure is appropriate to the nature and size of the company and reports to the Board of Directors (i) on a monthly basis, at Board meetings, except as set forth in the following point (ii), by means of a standardized reporting schedule, on at least the following matters:

business and risk area performance, major projects, other relevant issues, also in reference to subsidiaries and (iii) quarterly, on the occasion of the approval of annual and infra-annual accounting statements, through the accounting documents (annual, half-yearly, quarterly) up for approval. In urgent cases, the Chief Executive Officer, with the favorable opinion of the Chairman of the Board of Directors, may take decisions that fall within the competence of the Board, except for matters reserved to the Board by law or by Statute.

 

The Chief Executive Officer can be qualified as the person primarily responsible for the management of the company. As of the date of the current Report, the interlocking directorate situation set forth by Application Criterion 2.C.5 of the Code does not apply, in that the Chief Executive Officer of Banca Profilo is not a director of another issuer that is not part of the Banca Profilo Banking Group, of which a director of Banca Profilo is the Chief Executive Officer.

Pursuant to Bank of Italy provisions on the Internal Control System, the Information System and Business Continuity, the Chief Executive Officer and General Manager, who is responsible for management, oversee the implementation of the strategic guidelines, the RAF and the risk governance policies defined by the Board of Directors and are responsible for adopting all necessary measures to ensure that the organization and the internal control system adhere to the principles and requirements of the relevant supervisory regulations, monitoring compliance on an ongoing basis. In reference to IT risk, the Chief Executive Officer is responsible for ensuring the completeness, adequacy, functionality (in terms of effectiveness and efficiency) and reliability of the information system. In relation to the responsibilities and tasks assigned in this area, the Chief Executive Officer possesses specific technical-managerial skills.

In compliance with the Bank of Italy’s Supervisory Provisions and the Corporate Governance Code for Listed Companies of Borsa Italiana (hereinafter also referred to as “CAD”), on 12 November 2009 and 10 May 2012, the Bank’s Board of Directors respectively set up the Remuneration Committee and the Control and Risk Committee, regulating their powers and function within the Board of Directors Regulation.

Subsequently, on 18.12.2014, it established the Appointments Committee and revised the powers of the Remuneration Committee and the Control and Risk Committee in line with the Bank of Italy’s Provisions on Corporate Governance, as set out in Circular 285/2013.

The intra-Board Committees have investigative, support and advisory functions in relation to the Board of Directors

The Committee meets whenever necessary to discuss matters within its sphere of competence.

The Remuneration Committee is composed only of independent Directors, pursuant to Article 37 of Consob Market Regulations for companies subject to management and coordination.

The Chairman of the Board of Directors and a Standing Auditor attend Committee meetings.

To be precise, the Remuneration Committee:

  1. prepares proposals for the Board on the following matters: i) staff remuneration policy (members of the Board of Directors, Chief Executive Officer and General Manager, members of the Board of Auditors, employees and collaborators); ii) incentive plans based on financial instruments;
  2. has the task of proposing the remuneration of staff members whose remuneration and incentive systems are decided by the Board of Directors in accordance with the provisions in the Remuneration Provisions Part One, Title IV, Chapter 2, Section II, Paragraph 2 and in the Remuneration Policy
  3. directly supervises the correct application of the rules concerning the remuneration of the heads of the corporate Control Functions, in close cooperation with the Board of Auditors
  4. has advisory duties in terms of determining the criteria for the remuneration of all key personnel;
  5. oversees the preparation of documentation to be submitted to the Board of Directors for the relevant decisions;
  6. cooperates with the other intra-Board committees, in particular with the Control and Risk Committee
  7. ensures the involvement of the competent corporate functions in the process of drawing up and monitoring remuneration and incentive policies and practices;
  8. expresses its opinion on the achievement of the performance objectives to which the incentive plans are linked and on the verification of the other conditions set for remuneration payments;
  9. provides adequate feedback on its activities to the corporate bodies (Board of Directors, Board of Auditors) and the Shareholders’ Meeting.
  10. in performing its functions, the Committee has the right to access the necessary information and corporate functions required to carry out its duties.

The members of the Committee were appointed for the period expiring with the approval of financial statements as at 31.12.2023, in coherence with the expiry of their respective terms of office.

 

The Committee is composed as follows (reference date: 29.04.2021)

 

The Control and Risk Committee is composed solely of independent Directors, pursuant to Article 37 of Consob Market Regulation for companies subject to management and coordination by others.

Control and Risk Committee meetings are attended – without voting rights – by the Chief Executive Officer, who also acts as the Director in Charge, and a Standing Auditor.

The Control and Risk Committee normally meets quarterly or whenever it is necessary to discuss matters that fall into its sphere of competence.

With reference to the internal control and risk management system, the Committee:

– identifies and proposes, with the contribution of the Appointments Committee, the heads of the corporate control functions to be appointed;

– pre-emptively examines the business programs (including the audit plan) and annual reports of the corporate control functions addressed to the Board of Directors;

– gives assessments and formulates opinions to the Board of Directors on compliance with the principles to which the internal control system and the corporate organization must conform and on compliance with the requirements that must characterize corporate control functions, bringing to the attention of the Board of Directors any weak points and the consequent corrective actions to be promoted; to this end, it assesses any proposals the Chief Executive Officer and the General Manager may have;

 

 

 

– contributes, by means of assessments and opinions, to defining the corporate policy for outsourcing corporate control functions

 

– verifies that the corporate control functions comply with the Board of Directors’ indications and guidelines and assists the Board in drafting and updating the coordination document required by Bank of Italy Circular No. 285/2013;

 

 

– assesses the correct use of accounting standards in the preparation of annual and consolidated financial statements and to this end, coordinates with the Manager in Charge of preparing the accounting documents and with the Board of Auditors;

– supports the Board of Directors (a) in defining and approving strategic guidelines and risk governance policies. Within the framework of the RAF, the Committee carries out evaluation and proposal activities in support of the Board of Directors; (b) in defining policies and processes for assessing business activities, including making sure that the price and conditions of transactions with clients are consistent with the business model and risk strategies;

 

 

 

 

– without prejudice to the responsibilities of the Remuneration Committee, the Control and Risk Committee ensures that the incentives

underlying the Bank’s remuneration and incentive system are consistent with the Group’s RAF;

– where deemed necessary and appropriate, requests ad hoc verifications from the Control Functions;

– upon request, advises on the assessment of transactions in conflict of interest;

 

– institutes matters at the request of the Director in Charge and the Heads of Control Functions;

 

– supports the Board of Directors in the annual assessment of the adequacy and effectiveness of the internal control and risk management system in terms of the characteristics of the business and the risk profile assumed; reports to the Board of Directors, at the time of approval of the annual financial report and on its own assessments of the adequacy of the internal control and risk management system;

 

 

 

 

 

– supports the Board of Directors in drafting the report on corporate governance in relation to the main features of the internal control and risk management system;

 

 

– supports the Board of Directors in assessing, after consulting the Board of Auditors, the results set forth by the statutory auditor in a letter of suggestions, and in the report on key issues arising from the statutory audit;

 

 

 

– reports to the Board of Directors, at the time of annual financial report approval, on activities carried out;

 

– identifies all the information flows that must be addressed to it with regard to risks (subject, format, frequency) and may access all relevant

corporate information, as well as interact directly with the corporate control functions;

 

– performs any further tasks that the Board of Directors may subsequently assign to it.

 

 

 

As far as operations with Related Parties and Connected Persons are concerned, in accordance with the provisions in force on the subject and the internal regulations in this regard, the Committee:

 

 

– expresses a non-binding and reasoned opinion on the Company’s interest in carrying out operations with related parties of Lesser Significance, as well as on the appropriateness and substantial correctness of the related conditions;

– with reference to operations with related parties of Greater Significance, (i) is involved in the negotiation and preliminary stages of the operations and has the right to request information from and/or make observations to the parties involved in the aforesaid stages; (ii) expresses a binding and reasoned opinion on the operation and in the Bank’s interest in carrying out the operation, as well as on the appropriateness and fairness of the related conditions.

The members of the Committee were appointed for the period expiring with the approval of financial statements as at 31.12.2023, in coherence with the expiry of their respective terms of office.

 

The current Control and Risk Committee is composed as follows (reference date: 29.04.2021):

The Appointments Committee consists solely of independent directors, pursuant to Article 37 of the Consob Market Regulation for companies subject to management and coordination.

The Appointments Committee meets whenever necessary to discuss matters that fall within its sphere of competence.

Committee meetings are attended by the Chairman of the Board of Directors and at least one member of the Board of Auditors. This is to ensure a proper exchange of information of mutual interest and coordination in the performance of their respective tasks.

The Appointments Committee supports the Board of Directors, the Chief Executive Officer

and General Manager in the following processes:

– the appointment or co-optation of Directors, taking into account the Supervisory Provisions on Corporate Governance regarding the composition of the Board of Directors and the optimal quali-quantitative profile, also in terms of the least represented gender;

– cooperation with the Control and Risk Committee in identifying and proposing the heads of corporate control functions to be appointed;

– self-assessment of the various bodies by proposing the personnel called upon to conduct this process in accordance with the provisions of the Board of Directors’ Internal Self-Assessment Rules;

– verification of the conditions required under Article 26 of the Consolidated Banking Act (honorableness, professionalism, independence);

– definition of succession plans to top executive positions (CEO and GM) or to other positions, as provided for by the regulations currently in force, including those regarding internal organizational.

The Appointments Committee also performs any additional tasks that the Board of Directors may subsequently assign to it.

The members of the Committee were appointed for the period expiring with the approval of financial statements as at 31.12.2023, in coherence with the expiry of their respective terms of office.

The current Appointments Committee is composed as follows (reference date: 29.04.2021):

In the traditional corporate governance system adopted by the Bank, the control function hinges on the Board of Auditors.

As a control body, the Board of Auditors monitors the completeness, adequacy, functionality and reliability of the entire system of internal controls and the Risk Appetite Framework.

In view of the plurality of corporate functions and structures that have control duties and responsibilities, this body is required to ascertain the effectiveness and adequacy of all the structures and functions involved in the control system, ensure their proper performance and adequate coordination and promote corrective actions for any shortcomings and irregularities detected.

The Board of Auditors is an integral part of the overall internal control system and performs the functions defined by Circular 285/2013; in particular, it supervises the functionality of the entire internal control system and ascertains the effectiveness of all structures and functions involved in the control system and their proper coordination.

The control body may make use of the company’s internal control structures and functions to carry out and direct its own audits and necessary checks. To this end, the aforementioned structures provide it with adequate information flows on a regular basis, as well as information on specific corporate situations or trends. Due to this close connection, the Board of Auditors is specifically consulted on decisions concerning the appointment of the heads of internal control functions (risk control, regulatory compliance, internal audit), the Head of Business Continuity and on defining the essential elements of the overall architecture of the control system (powers, responsibilities, resources, information flows, conflict of interest management).

Pursuant to Article 23 of the Statute, the Board of Auditors monitors compliance with the law, regulations and Statute articles, the proper administration, the adequacy of the Bank’s organizational and accounting structures, including the related information systems, and their actual functioning, as well as the financial reporting process, the effectiveness of the internal control, internal audit and risk management systems, the statutory audit of the annual and consolidated accounts, the independence of the legal auditing company.

Pursuant to the Statute, it is forbidden to hold offices in bodies other than the control bodies at other companies of the group, as well as at companies in which the Bank holds, even indirectly, a strategic stake.

The Board of Auditors coordinates and interacts on an ongoing basis with the auditing company in charge of the statutory audit, in accordance with formalized procedures.

The Bank’s current Board of Auditors was appointed by the Shareholders’ Meeting of 22 April 2021 and will remain in office until the approval of financial statements as at 31 December 2023. The Shareholders’ Meeting of 22.04.2021 appointed Gloria Marino as Statutory Auditor and confirmed Nicola Stabile as Chairman of the Board of Auditors.

The Bank has assigned the Board of Auditors with Supervisory Board functions in accordance with Legislative Decree 231/2001. The SB’s function is consistent with this approach.

The Supervisory Board is currently composed as follows:

Manager responsible for preparing the corporate accounting documents pursuant to article 154-bis of the TUF Joseph pen In compliance with the provisions of article 154-bis of the TUF, on 20 June 2007 the Bank appointed the “Manager in charge of preparing the corporate accounting documents”.

The Financial Reporting Manager is responsible for preparing adequate administrative and accounting procedures for the preparation of the financial statements and consolidated financial statements and any other communication of a financial nature, with the aim of guaranteeing the reliability and integrity of the accounting information The requirements established by the Articles of Association for the Financial Reporting Manager coincide with the professionalism requirements of the corporate representatives of the Banks.

The Articles of Association also envisage that the Board of Directors appoints the Financial Reporting Manager, subject to the obligatory opinion of the Board of Statutory Auditors. In carrying out his control function, the Financial Reporting Manager makes use of resources from the Administration Area and the Internal Audit function to carry out transversal tests that concern all the company procedures and areas where key controls have been identified and mapped. The Financial Reporting Manager is assigned an annual expenditure budget.

In light of the regulatory framework for listed companies determined by the entry into force of Legislative Decree 303/2006, on 27 April 2017, the Shareholders’ Meeting, at the proposal of the Board of Auditors, appointed Deloitte & Touche S.p.A. to audit the Bank’s annual financial statements and consolidated financial statements, to perform a limited audit of the consolidated half-yearly financial report and to verify that the company’s accounts are properly kept and that the operating events are correctly recorded in the accounting records for the financial years 2017 – 2025.

LUCA GANDOLFI

Responsable Compliance and Antiriciclaggio
Tel. 02 58408455
[email protected]

GIORGIO CARDENÀ

Responsable Risk Management
Tel. 02 58408269
[email protected]

DOROTEJA SAVOR

Responsable Internal Audit
Tel. 02 58408337

[email protected]

 

BANCA PROFILO S.p.A.

Iscritta all’Albo delle Banche e dei Gruppi bancari. Appartenente al Gruppo bancario Banca Profilo e soggetta all’attività di direzione e coordinamento di Arepo BP S.p.A. ai sensi dell’articolo 2497 e seguenti del c.c. Sede legale in Milano, via Cerva n. 28. Capitale sociale Euro 136.994.027,90 interamente versato. Partita I.V.A., Codice Fiscale ed Iscrizione al Registro delle Imprese di Milano n. 09108700155.

 

CONVOCAZIONE DI ASSEMBLEA

Gli aventi diritto sono convocati in Assemblea Ordinaria, per il giorno 20 aprile 2023 alle ore 15.00 in prima convocazione presso la sede sociale in Milano, Via Cerva, 28 ed occorrendo il giorno 21 aprile 2023 in seconda convocazione, stessi ora e luogo, per discutere e deliberare sul seguente

 

Ordine del Giorno

 

  1. Approvazione del bilancio individuale al 31.12.2022 e presentazione del consolidato di Banca Profilo S.p.A. per l’esercizio chiuso al 31.12.2021 in formato ESEF (European Single Electronic Format) ai sensi del Regolamento Delegato (UE) 2019/815, corredati delle relazioni di legge;
  2. Destinazione dell’utile di esercizio;
  3. Politiche di remunerazione e incentivazione – Relazione annuale sulla politica in materia di remunerazione e sui compensi corrisposti: (i) deliberazioni inerenti alla prima sezione ai sensi dell’art. 123-ter, comma 3-bis, del D. Lgs. n. 58/1998, e successive modifiche e integrazioni;
  4. Politiche di remunerazione e incentivazione – Relazione annuale sulla politica in materia di remunerazione e sui compensi corrisposti: (ii) deliberazioni inerenti alla seconda sezione ai sensi dell’art. 123-ter, comma 6, del D. Lgs. n. 58/1998, e successive modifiche e integrazioni.

Sono legittimati ad intervenire in Assemblea coloro che risultano titolari del diritto di voto al termine della giornata contabile del settimo giorno di mercato aperto precedente la data fissata per l’Assemblea in prima convocazione coincidente con il giorno 11 aprile 2023 (Record Date) e per i quali sia pervenuta alla Società la relativa comunicazione effettuata dall’intermediario abilitato. Coloro che risulteranno titolari del diritto di voto solo successivamente a tale data non avranno il diritto di partecipare e di votare in Assemblea.

La comunicazione dell’intermediario di cui sopra dovrà pervenire alla Società entro la fine del terzo giorno di mercato aperto precedente la data fissata per l’Assemblea in prima convocazione (entro il 17 aprile 2023). Resta tuttavia ferma la legittimazione all’intervento e al voto anche qualora la comunicazione sia pervenuta alla Società oltre il predetto termine, purché entro l’inizio dei lavori assembleari della singola convocazione.

Ai sensi dell’art. 106, del Decreto Legge n. 18 del 17 marzo 2020 (cd. Decreto “Cura Italia”), convertito, con modificazioni, dalla Legge 24 aprile 2020 n. 27 e modificato dall’art. 3, comma 6, del Decreto Legge 31 dicembre 2020 n. 183 convertito, con modificazioni, dalla Legge 26 febbraio 2021 n. 21 (c.d. “Decreto Cura Italia”) e successivamente modificato e prorogato da ultimo con art. 3, D.L. n. 198 del 29 dicembre 2022 convertito con modificazioni nella Legge n. 14 del 24 febbraio 2023, l’assemblea si svolge esclusivamente con mezzi di teleconferenza e l’intervento in assemblea da parte di coloro ai quali spetta il diritto di voto è consentito esclusivamente per il tramite del Rappresentante designato.

Conseguentemente la Banca ha dato incarico a Computershare S.p.A. – con sede legale in Milano, via Mascheroni n. 19, 20145 – di rappresentare gli azionisti ai sensi dell’art. 135-undecies del D. Lgs. n. 58/98 e del citato Decreto Legge (il “Rappresentante Designato”). Gli Azionisti che volessero intervenire in Assemblea dovranno pertanto conferire al Rappresentate Designato la delega – con le istruzioni di voto – su tutte o alcune delle proposte di delibera in merito agli argomenti all’ordine del giorno utilizzando lo specifico modulo di delega, anche elettronico, predisposto dallo stesso Rappresentante Designato in accordo con la Banca, disponibile sul sito Internet della Banca www.bancaprofilo.it (nella sezione Corporate Governance/Assemblee degli azionisti/2023).

Il modulo di delega deve pervenire a Computershare S.p.A. seguendo le istruzioni presenti sul modulo stesso e comunque con una delle seguenti modalità: 1) Via internet tramite il collegamento al sito dell’emittente che ne consente la compilazione guidata, sempreché il delegante, per ricevere le credenziali, documenti la propria identificazione, anche se persona giuridica, o utilizzi una propria casella di posta elettronica certificata 2) Titolari di Posta Elettronica Certificata (PEC): se il delegante (anche persona giuridica) possiede una casella PEC può trasmettere all’indirizzo [email protected] copia della delega riprodotta informaticamente (formato PDF); 3) Titolari di Firma elettronica avanzata, qualificata o digitale (FEA): il delegante dotato di FEA può trasmettere la copia della delega riprodotta informaticamente con Firma Elettronica Avanzata anche tramite posta elettronica ordinaria, all’indirizzo [email protected]; 4) Titolari di posta elettronica ordinaria: il delegante può inviare all’indirizzo pec  [email protected] una copia della delega riprodotta informaticamente (formato PDF). In tale caso l’originale della delega, delle istruzioni e copia della correlata documentazione dovrà essere trasmessa presso la sede di Computershare S.p.A. via Lorenzo Mascheroni, 19 Milano, non appena possibile, in ogni caso entro la fine del secondo giorno di mercato aperto precedente la data fissata per l’Assemblea anche in convocazione successiva alla prima e dunque, entro le ore 23.59 del 18 aprile 2023 in relazione alla prima convocazione o entro le ore 23.59 del 19 aprile 2023 in relazione alla seconda convocazione.

La delega e le istruzioni di voto sono revocabili con le medesime modalità ed entro il medesimo termine di cui sopra.

La delega, in tal modo conferita, ha effetto per le sole proposte in relazione alle quali siano state conferite istruzioni di voto.

Si precisa che le azioni per le quali è stata conferita la delega, anche parziale, sono computate ai fini della regolare costituzione dell’Assemblea. In relazione alle proposte per le quali non siano state conferite istruzioni di voto, le azioni non sono computate ai fini del calcolo della maggioranza e della quota di capitale richiesta per l’approvazione delle delibere.

Si precisa inoltre che al Rappresentante Designato possono essere altresì conferite deleghe o subdeleghe ai sensi dell’art. 135-novies del TUF, in deroga all’art. 135-undecies, comma 4 del D. Lgs. n. 58/98 con le modalità e nel termine specificati nell’apposito modulo messo a disposizione nel sito internet della Banca www.bancaprofilo.it (nella sezione Corporate Governance/Assemblee degli azionisti/2023).

Il Rappresentante Designato sarà disponibile per chiarimenti o informazioni al numero 02-46776831/14/18 oppure all’indirizzo di posta elettronica [email protected].

Ai sensi dell’art. 127-ter del TUF, coloro ai quali spetta il diritto di voto possono porre domande sulle materie all’ordine del giorno anche prima dell’Assemblea, facendole pervenire alla Società entro la fine del settimo giorno di mercato aperto precedente la data dell’Assemblea in prima convocazione, ossia entro il 11 aprile 2023.

Le domande dovranno pervenire alla Società con una delle seguenti modalità: (i) mediante comunicazione via posta elettronica all’indirizzo [email protected], ovvero (ii) mediante invio a mezzo posta alla sede della Società di Via Cerva, 28 a Milano – c.a. Legale e Societario; al riguardo si evidenzia che, ai fini dell’esercizio del diritto, farà fede la data di ricezione delle domande da parte della Banca e non quella di invio delle medesime.

Le domande dovranno consentire l’identificazione del titolare del diritto di voto ed essere corredate delle certificazioni attestanti la legittimazione all’esercizio del diritto.

Le risposte alle domande eventualmente pervenute saranno rese disponibili sul sito internet della Società  www.bancaprofilo.it (nella sezione Corporate Governance/Assemblee degli azionisti/2023) entro il 18 aprile 2023. La Società può fornire risposte unitarie a domande aventi lo stesso contenuto.

Ai sensi dell’art. 126-bis del TUF, i Soci che, anche congiuntamente, rappresentino almeno il 2,5% del capitale sociale possono chiedere, entro 10 giorni dalla pubblicazione del presente avviso di convocazione dell’Assemblea, ossia entro il 31 marzo 2023, l’integrazione dell’elenco delle materie da trattare, indicando nella domanda gli ulteriori argomenti da essi proposti, ovvero presentare proposte di deliberazione su materie già all’ordine del giorno.

Le suddette richieste, unitamente alla certificazione attestante la titolarità della partecipazione rilasciata dall’intermediario abilitato, devono essere presentate per iscritto. Le domande dovranno pervenire alla Società con una delle seguenti modalità: (i) mediante comunicazione via posta elettronica all’indirizzo [email protected], ovvero (ii) mediante invio a mezzo posta alla sede della Società di Via Cerva, 28 a Milano – c.a. Legale e Societario; al riguardo si evidenzia che, ai fini dell’esercizio del diritto, farà fede la data di ricezione delle suddette richieste da parte della Banca e non quella di invio delle medesime.

Le domande devono essere corredate da una relazione che riporti la motivazione delle proposte di deliberazione sulle nuove materie di cui viene richiesta la trattazione ovvero la motivazione relativa alle ulteriori proposte di deliberazione presentate su materie già all’ordine del giorno.

Delle integrazioni dell’ordine del giorno o della presentazione di ulteriori proposte di deliberazione su materie già all’ordine del giorno è data notizia almeno quindici giorni prima dell’Assemblea in prima convocazione, ossia entro il 5 aprile 2023, nelle stesse forme prescritte per la pubblicazione del presente avviso di convocazione. Contestualmente alla pubblicazione di tale notizia, saranno messe a disposizione del pubblico, nelle medesime forme previste per la documentazione relativa all’Assemblea, le relazioni predisposte dai richiedenti l’integrazione o le ulteriori proposte di deliberazione presentate, accompagnate dalle eventuali valutazioni del Consiglio di Amministrazione.

L’integrazione dell’elenco delle materie da trattare non è ammessa per gli argomenti sui quali l’Assemblea delibera, a norma di legge, su proposta degli amministratori o sulla base di un progetto o di una relazione da essi predisposta, diversa da quelle di cui all’art. 125-ter comma 1 del TUF.

Poiché l’intervento in assemblea è previsto esclusivamente tramite il Rappresentante Designato, gli azionisti legittimati che intendono formulare proposte individuali di deliberazione e di votazione sugli argomenti all’ordine del giorno dovranno presentarle entro il 31 marzo 2023. Le richieste, unitamente alla certificazione attestante la titolarità della partecipazione dei soci richiedenti, devono essere presentate all’indirizzo [email protected]. Tali proposte saranno pubblicate entro il 5 aprile 2023 sul sito internet della Società www.bancaprofilo.it (nella sezione Corporate Governance/Assemblee degli azionisti/2023), al fine di mettere in grado gli aventi diritto al voto di esprimersi consapevolmente anche tenendo conto di tali nuove proposte e consentire al Rappresentante Designato di raccogliere istruzioni di voto eventualmente anche sulle medesime.

Alla data della convocazione il capitale sociale interamente sottoscritto e versato è pari a 136.994.027,90 Euro, suddiviso in numero 677.997.856 azioni ordinarie, prive del valore nominale.

 

La documentazione concernente gli argomenti all’ordine del giorno, prevista dalle applicabili disposizioni di legge e regolamentari, viene messa a disposizione del pubblico presso la sede sociale e sul sito internet del meccanismo di stoccaggio autorizzato 1Info gestito da Computershare S.p.A. (www.1info.it), nonché pubblicata sul sito internet della Società www.bancaprofilo.it (nella sezione Corporate Governance/Assemblee degli azionisti/2023).

In pari data rispetto alla pubblicazione del presente avviso di convocazione, sono pubblicate le proposte di deliberazione e le Relazioni illustrative concernenti i punti 3 e 4 all’ordine del giorno dell’Assemblea.

Il giorno 30 marzo 2023 saranno pubblicati i documenti relativi ai punti 1, 2, 3 e 4  all’ordine del giorno dell’Assemblea ossia (i) la Relazione Finanziaria Annuale e gli altri documenti previsti dall’art. 154-ter del D.lgs. 58/1998, la Relazione sul Governo Societario e sugli Assetti Proprietari ai sensi dell’art. 123 bis del D.lgs. 58/1998 (ii) la destinazione dell’utile e (iii) la Relazione annuale sulla politica in materia di remunerazione e sui compensi corrisposti.

Il giorno 5 aprile 2023 sarà messo a disposizione presso la sede sociale della Banca il prospetto riepilogativo di cui all’art. 2429, 4° comma del c.c..

I Soci hanno la facoltà di ottenere copia a proprie spese della documentazione relativa agli argomenti all’ordine del giorno.

 

21-03-2023 Avviso di Convocazione dell’Assemblea

21-03-2023 Estratto dell’avviso di Convocazione dell’Assemblea

21-03-2023 Modulo di delega generica

21-03-2023 Modulo di delega e istruzioni di voto al Rappresentante Designato

21-03-2023 Relazione del Consiglio di Amministrazione illustrativa del terzo e quarto punto all’ordine del giorno

30-03-2023 Relazione Finanziaria annuale comprensiva della Relazione del Collegio Sindacale e della Relazione della Società di revisione (formato ESEF)

30-03-2023 Relazione Finanziaria annuale comprensiva della Relazione del Collegio Sindacale e della Relazione della Società di revisione (formato PDF)

30-03-2023 Relazione sul governo societario e gli assetti proprietari ex art. 123 bis del D.lgs. 58/1998

30-03-2023 Executive Summary della Relazione sul governo societario e gli assetti proprietari ex art.123 bis del D.lgs. 58/1958

30-03-2023 Relazione sulla politica in materia di remunerazioni e sui compensi corrisposti

18-04-2023 Domande e Risposte

03-05-2023 Rendiconto Sintetico Votazioni

BANCA PROFILO S.p.A. Enrolled in the Register of Banks and Banking Groups. Belonging to the Banca Profilo banking group and subject to the management and coordination of Arepo BP S.p.A. pursuant to article 2497 and following of the civil code Registered office in Milan, via Cerva n. 28. Share capital Euro 136,994,027.90 fully paid up. VAT number, tax code and registration in the Milan Company Register no. 09108700155.

Convocation of assembly

Those entitled are summoned to the Ordinary Shareholders’ Meeting, on April 28, 2022 at 3.00 pm on first call at the registered office in Milan, Via Cerva, 28 and, if necessary, on April 29, 2022, on second call, at the same time and place, for discuss and deliberate on the following

agenda

  • Approval of the individual financial statements as at 31.12.2021 and presentation of the consolidated financial statements of Banca Profilo S.p.A. for the year ended 31.12.2021 in ESEF format (European Single Electronic Format) pursuant to Delegated Regulation (EU) 2019/815, accompanied by the legal reports;
  • Allocation of profit for the year;
  • Distribution of an extraordinary dividend from the reserves generated with the profits of previous years;
  • Remuneration and incentive policies – Annual report on the remuneration policy and fees paid: (i) resolutions relating to the first section pursuant to art. 123-ter, paragraph 3-bis, of Legislative Decree no. 58/1998, and subsequent amendments and additions;
  • Remuneration and incentive policies – Annual report on the remuneration policy and fees paid: (ii) resolutions relating to the second section pursuant to art. 123-ter, paragraph 6, of Legislative Decree no. 58/1998, and subsequent amendments and additions.
  • Proposal for partial re-allocation of treasury shares to service the Stock Grant Plan. Related and consequent determinations.
  • Integration of the Board of Statutory Auditors: (i) confirmation of the Standing Auditor and (ii) appointment of a Substitute Auditor pursuant to the law. Related and consequent resolutions.

Those who hold the right to vote at the end of the accounting day of the seventh open market day prior to the date set for the first call of the Shareholders’ Meeting which coincides with April 19, 2022 (Record Date) are entitled to attend the Shareholders’ Meeting. which the relative communication made by the authorized intermediary has been received by the Company. Those who become holders of the right to vote only after that date will not have the right to attend and vote at the Shareholders’ Meeting.

The aforementioned communication from the intermediary must reach the Company by the end of the third open market day prior to the date set for the Shareholders’ Meeting on first call (by 25 April 2022). However, the legitimacy to attend and vote remains valid even if the communication is received by the Company after the aforesaid term, provided that it is before the start of the meeting of the single call. Pursuant to art. 106, of the Law Decree n. 18 of 17 March 2020 (so-called “Cura Italia” Decree), converted, with amendments, by Law 24 April 2020 n. 27 and modified by art. 3, paragraph 6, of the Decree Law 31 December 2020 n. 183 converted, with amendments, by Law 26 February 2021 n. 21 (so-called “Cura Italia Decree”) and subsequently amended and lastly extended with art. 3, paragraph 1, Legislative Decree no. 228 of 30 December 2021, the meeting is held exclusively by means of teleconference and participation in the meeting by those with the right to vote is permitted exclusively through the designated Representative. Consequently, the Bank appointed Computershare S.p.A. – with registered office in Milan, via Mascheroni n. 19, 20145 – to represent the shareholders pursuant to art. 135-undecies of Legislative Decree no. 58/98 and the aforementioned Law Decree (the “Designated Representative”). Shareholders wishing to attend the Shareholders’ Meeting must therefore give the Designated Representative the proxy – with voting instructions – on all or some of the proposed resolutions regarding the items on the agenda using the specific proxy form, including electronic form, prepared by the same Designated Representative in agreement with the Bank, available on the Bank’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2022 section).

The Designated Representative will be available for clarifications or information on 02-46776826/14/19 or at the email address [email protected].

Pursuant to art. 126-bis of the TUF, shareholders who, even jointly, represent at least 2.5% of the share capital may request, within 10 days of the publication of this notice calling the Shareholders’ Meeting, i.e. by 8 April 2022, the integration of the list of subjects to be discussed, indicating in the request the additional topics proposed by them, or presenting resolution proposals on subjects already on the agenda. The aforementioned requests, together with the certification attesting ownership of the shareholding issued by the authorized intermediary, must be submitted in writing. Questions must be sent to the Company in one of the following ways: (i) by sending an e-mail message to the address [email protected], or (ii) by sending them by post to the Company’s registered office in Via Cerva, 28 a Milan – approx. Legal and Corporate; in this regard it should be noted that, for the purposes of exercising the right, the date of receipt of the aforementioned requests by the Bank and not the date on which they are sent will prevail. The questions must be accompanied by a report stating the reasons for the proposed resolutions on the new matters for which discussion is requested or the reasons relating to the additional proposed resolutions presented on matters already on the agenda. The additions to the agenda or the presentation of further proposed resolutions on items already on the agenda are notified at least fifteen days before the Shareholders’ Meeting on first call, i.e. by April 13, 2022, in the same forms prescribed for the publication of this notice of call. At the same time as the publication of this news, the reports prepared by the applicants for integrations or the additional proposed resolutions presented, accompanied by any assessments by the Board of Directors, will be made available to the public in the same forms envisaged for the documentation relating to the Shareholders’ Meeting . Integrating the list of matters to be discussed is not permitted for matters on which the Shareholders’ Meeting resolves, in accordance with the law, on the proposal of the directors or on the basis of a project or report prepared by them, other than those of referred to in art. 125-ter paragraph 1 of the TUF.

Since attendance at the meeting is envisaged exclusively through the Designated Representative, legitimate shareholders who intend to formulate individual resolution and voting proposals on the items on the agenda must present them by 9 April 2022. The requests, together with the certification attesting the ownership of the shareholding of the requesting shareholders, must be submitted to the following address [email protected]. These proposals will be published by April 13, 2022 on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2022 section), in order to enable those entitled to vote to express themselves consciously also taking into account these new proposals and allow the Designated Representative to gather voting instructions, if any, also on the same.

Since attendance at the meeting is envisaged exclusively through the Designated Representative, legitimate shareholders who intend to formulate individual resolution and voting proposals on the items on the agenda must present them by 9 April 2022. The requests, together with the certification attesting the ownership of the shareholding of the requesting shareholders, must be submitted to the following address [email protected]. These proposals will be published by April 13, 2022 on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2022 section), in order to enable those entitled to vote to express themselves consciously also taking into account these new proposals and allow the Designated Representative to gather voting instructions, if any, also on the same.

Reference should be made in full to what is indicated in the explanatory report concerning this item on the agenda, which will be made available to the public at the same time as the publication of this notice. It should be noted, in particular, that, since the statutory provisions governing the so-called list vote, the vote(s) on the proposal(s) received will take place with a relative majority vote.

Please note that the statutory auditors must meet the requirements established by current legislation and, in particular, by article 148 of the TUF and by article 26 of the Consolidated Banking Act, by the Ministerial Decree 23 November 2020, no. 169, laying down the regulations on the subject of requirements and suitability criteria for the performance of the role of corporate representatives of banks, as well as by the Ministerial Decree 30 March 2000, no. 162, containing rules for setting the requirements of professionalism and integrity of the members of the board of statutory auditors of listed companies.

The proposals on the matter and the related candidatures must take into account the regulatory requirements, gender balance and the necessary respect for the principle of representativeness of minorities and be presented accompanied by: (i) the candidates’ professional curriculum vitae, containing an exhaustive indication of the professional experience and the list of administration and control positions held in other companies; (ii) declaration with which the candidates accept the candidacy and certify, under their own responsibility, the absence of causes of ineligibility and/or incompatibility, as well as the possession of the requisites prescribed by law and by-laws for the assumption of office.

In consideration of the above, with regard to the proposals and appointment of alternate auditors, although there are no preventive deadlines for presentation by legal or statutory provisions, taking into account that participation in the Shareholders’ Meeting is envisaged exclusively through the Designated Representative, those entitled who intending to present a nomination proposal to the Shareholders’ Meeting are kindly invited to anticipate, as far as possible and preferably by April 15, 2022, the formulation of this proposal, with respect to the date of the Shareholders’ Meeting itself, by sending it to the Bank’s certified e-mail address. [email protected] with indication in the subject line of the e-mail of the wording “Ordinary Shareholders’ Meeting April 2022 – Alternate Auditor Candidate” (in this regard, it is specified that information must be sent together with the aforementioned documentation which will allow for the identification of the person filing and a telephone number of rife rement).

 

Alla data della convocazione il capitale sociale interamente sottoscritto e versato è pari a 136.994.027,90 Euro, suddiviso in numero 677.997.856 azioni ordinarie, prive del valore nominale.

La documentazione concernente gli argomenti all’ordine del giorno, prevista dalle applicabili disposizioni di legge e regolamentari, viene messa a disposizione del pubblico presso la sede sociale e sul sito internet del meccanismo di stoccaggio autorizzato 1Info gestito da Computershare S.p.A. (www.1info.it), nonché pubblicata sul sito internet della Società www.bancaprofilo.it (nella sezione Corporate Governance/Assemblee degli azionisti/2022).

In pari data rispetto alla pubblicazione del presente avviso di convocazione, sono pubblicate le proposte di deliberazione e le Relazioni illustrative concernenti i punti 3, 4, 5, 6 e 7 all’ordine del giorno dell’Assemblea.

Il giorno 7 aprile 2022 saranno pubblicati i documenti relativi ai punti 1, 2, 3, 4 e 5 all’ordine del giorno dell’Assemblea ossia (i) la Relazione Finanziaria Annuale e gli altri documenti previsti dall’art. 154-ter del D.lgs. 58/1998, la Relazione sul Governo Societario e sugli Assetti Proprietari ai sensi dell’art. 123 bis del D.lgs. 58/1998 (ii) la destinazione dell’utile e (iii) la distribuzione di un dividendo straordinario a valere sulle riserve generatesi con gli utili degli esercizi precedenti e (iv) la Relazione annuale sulla politica in materia di remunerazione e sui compensi corrisposti.

Il giorno 7 aprile 2022 sarà messo a disposizione presso la sede sociale della Banca il prospetto riepilogativo di cui all’art. 2429, 4º comma del c.c..

Il giorno 16 aprile 2022 verranno messe a disposizione del pubblico presso la sede sociale e sul sito internet del meccanismo di stoccaggio autorizzato 1Info gestito da Computershare S.p.A. (www.1info.itwww.1info.it), nonché pubblicata sul sito internet della Società www.bancaprofilo.it (nella sezione Corporate Governance/Assemblee degli azionisti/2022) le candidature ricevute per la carica di Sindaco Supplente.

I Soci hanno la facoltà di ottenere copia a proprie spese della documentazione relativa agli argomenti all’ordine del giorno.

The documentation concerning the items on the agenda, required by the applicable legal and regulatory provisions, is made available to the public at the registered office and on the website of the authorized storage mechanism 1Info managed by Computershare S.p.A. (www.1info.it), as well as published on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2022 section).

On the same date as the publication of this notice of call, the proposed resolutions and the explanatory reports concerning points 3, 4, 5, 6 and 7 on the agenda of the Shareholders’ Meeting are published. On April 7, 2022 the documents relating to points 1, 2, 3, 4 and 5 on the agenda of the Shareholders’ Meeting namely (i) the Annual Financial Report and the other documents required by art. 154-ter of Legislative Decree 58/1998, the Report on Corporate Governance and Ownership Structures pursuant to art. 123 bis of Legislative Decree 58/1998 (ii) the allocation of the profit and (iii) the distribution of an extraordinary dividend from the reserves generated with the profits of previous years and (iv) the Annual Report on the remuneration policy and on the fees paid. On April 7, 2022 the summary statement referred to in art. will be made available at the Bank’s registered office. 2429, 4th paragraph of the Italian Civil Code.

On April 16, 2022, they will be made available to the public at the registered office and on the website of the 1Info authorized storage mechanism managed by Computershare S.p.A. (www.1info.itwww.1info.it), as well as published on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2022 section) the candidates received for the office of Alternate Auditor. Shareholders have the right to obtain a copy of the documentation relating to the items on the agenda at their own expense.

29-03-2022 Notice of Call of the Shareholders’ Meeting

29-03-2022 Extract from the notice of the Shareholders’ Meeting

29-03-2022 Generic proxy form 

29-03-2022 Proxy form and voting instructions to the Designated Representative 

29-03-2022 Report of the Board of Directors illustrating the third item on the agenda 

29-03-2022 Report of the Board of Directors illustrating the fourth and fifth points

07-04-2022 Report on the remuneration policy and on the fees paid 

29-03-2022 Report of the Board of Directors illustrating the sixth point 

29-03-2022 Report of the Board of Directors illustrating the seventh item on the agenda 

07-04-2022 Report on corporate governance and ownership structures pursuant to art.123 bis of Legislative Decree 58/1998 

07-04-2022 Executive Summary of the Report on corporate governance and ownership structures pursuant to art.123 bis of Legislative Decree 58/1958 

07-04-2022 Annual Financial Report including the Report of the Board of Statutory Auditors and the Report of the Independent Auditors (ESEF format)

07-04-2022 Annual Financial Report including the Report of the Board of Statutory Auditors and the Report of the Independent Auditors (PDF Format) 

15-04-2022 Proposal of the Shareholder Arepo BP SpA_Integration of the Board of Statutory Auditors of Banca Profilo SpA 

22-04-2022 Questions and answers

03-05-2022 Summary Voting Report 

 

 

BANCA PROFILO S.p.A. Enrolled in the Register of Banks and Banking Groups. Belonging to the Banca Profilo banking group and subject to the management and coordination of Arepo BP S.p.A. pursuant to article 2497 and following of the civil code Registered office in Milan, via Cerva n. 28. Share capital Euro 136,994,027.90 fully paid up. VAT number, tax code and registration in the Milan Company Register no. 09108700155.

CALL OF ASSEMBLY

Those entitled are summoned to the Ordinary and Extraordinary Shareholders’ Meeting, on April 22, 2021 at 3.00 pm on first call at the registered office in Milan, Via Cerva, 28 and, if necessary, on April 23 2021, on second call, at the same time and place , to discuss and deliberate on the following

agenda

Ordinary Part

Approval of the individual financial statements as at 31.12.2020 and consolidated presentation of Banca Profilo S.p.A. for the year ended 31.12.2020 accompanied by the legal reports;
Allocation of profit for the year;
Remuneration and incentive policies: Annual report on the remuneration policy and fees paid: (i) resolutions relating to the first section pursuant to art. 123-ter, paragraph 3-bis, of Legislative Decree no. 58/1998, and subsequent amendments and additions;
Remuneration and incentive policies: Annual report on the remuneration policy and fees paid: (ii) resolutions relating to the second section pursuant to art. 123-ter, paragraph 6, of Legislative Decree no. 58/1998, and subsequent amendments and additions;
Determination of the number of members of the Board of Directors;
Appointment of the Board of Directors for the three years ending with the approval of the financial statements as at 31.12.2023;
Appointment of the Chairman of the Board of Directors;
Determination, pursuant to article 20 of the Articles of Association, of the remuneration due to the Board of Directors;
Appointment of the Board of Statutory Auditors for the three years ending with the approval of the financial statements as at 31.12.2023;
Appointment of the Chairman of the Board of Statutory Auditors;
Determination of the relative remuneration.

Extraordinary part

Proposal to amend article 6 of the Articles of Association in implementation of the Recovery Plan of the Banca Profilo banking group.

Sono legittimati ad intervenire in Assemblea coloro che risultano titolari del diritto di voto al termine della giornata contabile del settimo giorno di mercato aperto precedente la data fissata per l’Assemblea in prima convocazione coincidente con il giorno 13 aprile 2021 (Record Date) e per i quali sia pervenuta alla Società la relativa comunicazione effettuata dall’intermediario abilitato. Coloro che risulteranno titolari del diritto di voto solo successivamente a tale data non avranno il diritto di partecipare e di votare in Assemblea.

La comunicazione dell’intermediario di cui sopra dovrà pervenire alla Società entro la fine del terzo giorno di mercato aperto precedente la data fissata per l’Assemblea in prima convocazione (entro il 19 aprile 2021). Resta tuttavia ferma la legittimazione all’intervento e al voto anche qualora la comunicazione sia pervenuta alla Società oltre il predetto termine, purché entro l’inizio dei lavori assembleari della singola convocazione.
Ai sensi dell’art. 106, del Decreto Legge n. 18 del 17 marzo 2020 (cd. Decreto “Cura Italia”), l’assemblea si svolge esclusivamente con mezzi di teleconferenza e l’intervento in assemblea da parte di coloro ai quali spetta il diritto di voto è consentito esclusivamente per il tramite del Rappresentante designato.

Conseguentemente la Banca ha dato incarico a Computershare S.p.A. – con sede legale in Milano, via Mascheroni n. 19, 20145 – di rappresentare gli azionisti ai sensi dell’art. 135-undecies del D. Lgs. n. 58/98 e del citato Decreto Legge (il “Rappresentante Designato”). Gli Azionisti che volessero intervenire in Assemblea dovranno pertanto conferire al Rappresentate Designato la delega – con le istruzioni di voto – su tutte o alcune delle proposte di delibera in merito agli argomenti all’ordine del giorno utilizzando lo specifico modulo di delega, anche elettronico, predisposto dallo stesso Rappresentante Designato in accordo con la Banca, disponibile sul sito Internet della Banca www.bancaprofilo.it (nella sezione Corporate Governance/Assemblee degli azionisti/2021).
Il modulo di delega deve pervenire a Computershare S.p.A. seguendo le istruzioni presenti sul modulo stesso e comunque con una delle seguenti modalità: 1) Via internet tramite il collegamento al sito dell’emittente che ne consente la compilazione guidata, sempreché il delegante, per ricevere le credenziali, documenti la propria identificazione, anche se persona giuridica, o utilizzi una propria casella di posta elettronica certificata 2) Titolari di Posta Elettronica Certificata (PEC): se il delegante (anche persona giuridica) possiede una casella PEC può trasmettere all’indirizzo [email protected] copia della delega riprodotta informaticamente (formato PDF); 3) Titolari di Firma elettronica avanzata, qualificata o digitale (FEA): il delegante dotato di FEA può trasmettere la copia della delega riprodotta informaticamente con Firma Elettronica Avanzata anche tramite posta elettronica ordinaria, all’indirizzo [email protected]; 4) Titolari di posta elettronica ordinaria: il delegante può inviare all’indirizzo pec [email protected] una copia della delega riprodotta informaticamente (formato PDF). In tale caso l’originale della a delega, delle istruzioni e copia della correlata documentazione dovrà essere trasmessa presso la sede di Computershare S.p.A. via Lorenzo Mascheroni,19 Milano, non appena possibile, in ogni caso entro la fine del secondo giorno di mercato aperto precedente la data fissata per l’Assemblea anche in convocazione successiva alla prima e dunque, entro le ore 23.59 del 20 aprile 2021 in relazione alla prima convocazione o entro le ore 23.59 del 21 aprile 2021 in relazione alla seconda convocazione.
La delega e le istruzioni di voto sono revocabili con le medesime modalità ed entro il medesimo termine di cui sopra.
La delega, in tal modo conferita, ha effetto per le sole proposte in relazione alle quali siano state conferite istruzioni di voto.
Si precisa che le azioni per le quali è stata conferita la delega, anche parziale, sono computate ai fini della regolare costituzione dell’Assemblea. In relazione alle proposte per le quali non siano state conferite istruzioni di voto, le azioni non sono computate ai fini del calcolo della maggioranza e della quota di capitale richiesta per l’approvazione delle delibere.
Si precisa inoltre che al Rappresentante Designato possono essere altresì conferite deleghe o subdeleghe ai sensi dell’art. 135-novies del TUF, in deroga all’art. 135-undecies, comma 4 del D. Lgs. n. 58/98 con le modalità e nel termine specificati nell’apposito modulo messo a disposizione nel sito internet della Banca www.bancaprofilo.it (nella sezione Corporate Governance/Assemblee degli azionisti/2021)..
Il Rappresentante Designato sarà disponibile per chiarimenti o informazioni al numero 02-46776826/11 oppure all’indirizzo di posta elettronica [email protected].

Pursuant to art. 127-ter of the TUF, those who have the right to vote can ask questions on the items on the agenda even before the Shareholders’ Meeting, by sending them to the Company by the end of the seventh open market day preceding the date of the Shareholders’ Meeting first call, i.e. by 13 April 2021.
Questions must be sent to the Company in one of the following ways: (i) by sending an e-mail message to the address [email protected], or (ii) by sending them by post to the Company’s registered office in Via Cerva, 28 a Milan – approx. Legal and Corporate; in this regard it should be noted that, for the purposes of exercising the right, the date of receipt of the applications by the Bank and not the date on which they are sent will prevail.
The questions must allow the identification of the holder of the right to vote and be accompanied by the certifications attesting the legitimacy to exercise the right.
The answers to any questions received will be made available on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2021 section) by April 20, 2021. The Company may provide single answers to questions having the same content.

Pursuant to art. 126-bis of the TUF, shareholders who, even jointly, represent at least 2.5% of the share capital may request, within 10 days of the publication of this notice calling the Shareholders’ Meeting, i.e. by 22 March 2021, the integration of the list of matters to be discussed, indicating in the request the additional topics proposed by them, or presenting resolution proposals on matters already on the agenda.
The aforementioned requests, together with the certification attesting ownership of the shareholding issued by the authorized intermediary, must be submitted in writing. Questions must be sent to the Company in one of the following ways: (i) by sending an e-mail message to the address [email protected], or (ii) by sending them by post to the Company’s registered office in Via Cerva, 28 a Milan – approx. Legal and Corporate; in this regard it should be noted that, for the purposes of exercising the right, the date of receipt of the aforementioned requests by the Bank and not the date on which they are sent will prevail.
The questions must be accompanied by a report stating the reasons for the proposed resolutions on the new matters for which discussion is requested or the reasons relating to the additional proposed resolutions presented on matters already on the agenda.
The additions to the agenda or the presentation of further proposed resolutions on matters already on the agenda are notified at least fifteen days before the Shareholders’ Meeting on first call, i.e. by 7 April 2021, in the same forms prescribed for the publication of this notice of call. At the same time as the publication of this news, the reports prepared by the applicants for integration or the additional proposed resolutions presented will be made available to the public, accompanied by any assessments by the Board of Directors .
The addition of the list of matters to be discussed is not permitted for matters on which the Shareholders’ Meeting resolves, in accordance with the law, on the proposal of the directors or on the basis of a project or report prepared by them, other than those of referred to in art. 125-ter paragraph 1 of the TUF.

Since attendance at the meeting is envisaged exclusively through the Designated Representative, legitimate shareholders who intend to formulate individual resolution and voting proposals on the items on the agenda must present them by 7 April 2021.

The requests, together with the certification attesting the ownership of the shareholding of the requesting shareholders, must be submitted to the following address [email protected].

These proposals will be published by 8 April 2021 on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2021 section), in order to enable those entitled to vote to express themselves consciously also taking into account of these new proposals and allow the Designated Representative to gather voting instructions, possibly also on the same.

Pursuant to the Articles of Association, the appointment of the Board of Directors will take place through list voting. In the event of presentation of a single list or no list, the shareholders’ meeting will decide with the majorities required by law.
Shareholders who, alone or jointly with other shareholders, hold a total of at least 2.5% of the share capital with voting rights have the right to submit lists (shareholding identified by Consob with resolution no. 44 of 29 January 2021) . The ownership of the minimum quota necessary for the presentation of the lists is determined with regard to the shares that are registered in favor of the Shareholder on the day in which the same lists are filed with the Company.

When compiling the lists for the election of the Board of Directors, shareholders are invited to take into account the provisions of the Articles of Association available on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Corporate Documents section) and in the Report of the Board of Directors relating to the third item on the agenda of the ordinary part of the Shareholders’ Meeting, available, together with the publication of this notice, on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2021 section) .

The lists must be received by the Company by March 28, 2021. The deposit must be made in one of the following ways: (i) by communication by e-mail to the certified e-mail address [email protected], or (ii ) by hand delivery to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Department, during office opening hours, or (iii) by sending by mail to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Function; in this regard, it should be noted that, for the purposes of the deposit, the date of receipt of the list by the Bank and not the date of transmission will be considered.

In this regard, we inform you that the Company’s offices will be closed on Saturday 27 and Sunday 28 March 2021, therefore Shareholders who intend to submit the lists by hand and/or by ordinary mail are invited to contact the Legal and Corporate Department (tel. 02 58408.1; e-mail [email protected]) well in advance of the deadline.
The lists must be delivered with the information relating to the shareholders presenting them (identity of the same and percentage of overall shareholding held) and accompanied by the documents required by the articles of association and by the provisions, including regulations, in force. The specific certification, issued by an intermediary authorized pursuant to the law, proving ownership of the number of shares necessary for the presentation of the lists, can also be produced subsequently, provided that within the deadline set for the publication of the lists by the company (within on April 1, 2021).

Each shareholder/shareholders adhering to a relevant shareholders’ agreement pursuant to art. 122 of the TUF, the parent company, the subsidiaries and those subject to joint control pursuant to art. 93 of the TUF, cannot present or contribute to the presentation, not even through a third party or trust company, of more than a single list, under penalty of ineligibility. Memberships and votes expressed in violation of this prohibition will not be attributed to any list.
Each candidate may appear on only one list, under penalty of ineligibility.

The information on the presentation, filing and publication of the lists is also contained in art. 15 of the Articles of Association and in the aforementioned Report of the Board of Directors.
The duly submitted lists will be made available to the public by 1 April 2021 within the terms and in the manner established by current legislation.
Shareholders are invited to read the recommendations formulated by Consob with communication no. DEM/9017893 dated February 26, 2009.

For further information on the presentation of the lists, it is possible to contact the Legal and Corporate Department of Banca Profilo S.p.A. to the e-mail address [email protected] or on 02 – 58408.1.

 

Pursuant to the Articles of Association, the appointment of the Board of Statutory Auditors will proceed through list voting. If only one list or no list is presented, all the candidates for this office indicated in the list or, respectively, those voted for by the shareholders’ meeting will be elected as Standing and Alternate Auditors, provided that they obtain the relative majority of the votes expressed in assembly.
Shareholders who, alone or jointly with other shareholders, hold a total of at least 2.5% of the share capital with voting rights are entitled to submit lists (investment share identified by Consob with resolution no. 44 of 29 January 2021) . The ownership of the minimum quota necessary for the presentation of the lists is determined with regard to the shares that are registered in favor of the shareholder on the day in which the same lists are filed with the company.
Each candidate may appear on only one list, under penalty of ineligibility. Pursuant to the Articles of Association, the Board of Statutory Auditors is made up of 3 Standing Auditors, including the Chairman, and 2 Alternate Auditors.
When compiling the lists for the election of the Board of Statutory Auditors, shareholders are invited to take into account the provisions of the Articles of Association available on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Corporate Documents section) and in the Report of the Board of Directors relating to the fourth item on the agenda of the ordinary part of the Shareholders’ Meeting, available, together with the publication of this notice, on the Company’s website www.bancaprofilo.it (in the Corporate Governance /Shareholders’ Meetings/2021 section).

The lists must be received by the Company by 28 March 2021. The deposit must be made in one of the following ways: (i) by sending an e-mail to the certified e-mail address [email protected]; (ii) by hand delivery to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Department, during office opening hours, or (iii) by sending by post to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Function; in this regard, it should be noted that, for the purposes of the deposit, the date of receipt of the list by the Bank and not the date of transmission will be considered.

In this regard, we inform you that the Company’s offices will be closed on Saturday 27 and Sunday 28 March 2021, therefore Shareholders who intend to submit the lists by hand and/or by ordinary mail are invited to contact the Legal and Corporate Department (tel. 02 58408.1; e-mail [email protected]) well in advance of the deadline.
If, upon expiry of the deadline for the presentation of the lists, only one list has been filed, or if only lists presented by shareholders who are related to each other pursuant to art. 144-quinquies of the Consob Issuers’ Regulation, lists can be presented up to 31 March 2021. In this case, the threshold for the presentation of lists is reduced by half and therefore to 1.25%.

The lists must be delivered with the information relating to the shareholders presenting them (identity of the same and percentage of overall shareholding held) and accompanied by the documents required by the articles of association and by the provisions, including regulations, in force. The appropriate certification, issued by an intermediary authorized pursuant to the law, proving ownership of the number of shares necessary for the presentation of the lists can also be produced subsequently, provided that it is within the deadline set for the publication of the lists by the company (and therefore by April 1, 2021).

Each shareholder/shareholders adhering to a relevant shareholders’ agreement pursuant to art. 122 of the TUF, the parent company, the subsidiaries and those subject to joint control pursuant to art. 93 of the TUF, cannot present or contribute to the presentation, not even through a third party or trust company, of more than a single list, under penalty of ineligibility. Memberships and votes expressed in violation of this prohibition will not be attributed to any list.

Shareholders other than those who hold, even jointly, a controlling or relative majority shareholding must also present a declaration certifying the absence of any connection with the latter, pursuant to art. 144 sexies, paragraph 4, letter b) of the Consob Issuers Regulation.
In this regard, the Shareholders are invited to read the recommendations formulated by Consob with communication no. DEM/9017893 dated February 26, 2009.

The information on the presentation, filing and publication of the lists is also contained in art. 24 of the Articles of Association and in the aforementioned Report of the Board of Directors.
The duly presented lists will be made available to the public by 1 April 2021 within the terms and in the manner prescribed by current legislation.

For further information on the presentation of the lists, it is possible to contact the Legal and Corporate Department of Banca Profilo S.p.A. to the e-mail address [email protected] or to the number 02 – 58408.1.

At the date of the call, the fully subscribed and paid-up share capital is equal to 136,994,027.90 euros, divided into 677,997,856 ordinary shares, with no par value.

The documentation concerning the items on the agenda, required by the applicable legal and regulatory provisions, is made available to the public at the registered office and on the website of the authorized storage mechanism 1Info managed by Computershare S.p.A. (www.1info.it), as well as published on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2022 section).

On the same date as the publication of this notice of call, the proposed resolutions and the explanatory reports concerning points 3, 4, 5, 6 and 7 on the agenda of the Shareholders’ Meeting are published.

On April 7, 2022 the documents relating to points 1, 2, 3, 4 and 5 on the agenda of the Shareholders’ Meeting namely (i) the Annual Financial Report and the other documents required by art. 154-ter of Legislative Decree 58/1998, the Report on Corporate Governance and Ownership Structures pursuant to art. 123 bis of Legislative Decree 58/1998 (ii) the allocation of the profit and (iii) the distribution of an extraordinary dividend from the reserves generated with the profits of previous years and (iv) the Annual Report on the remuneration policy and on the fees paid.

On April 7, 2022 the summary statement referred to in art. will be made available at the Bank’s registered office. 2429, 4th paragraph of the Italian Civil Code.

On April 16, 2022, they will be made available to the public at the registered office and on the website of the 1Info authorized storage mechanism managed by Computershare S.p.A. (www.1info.itwww.1info.it), as well as published on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2022 section) the candidates received for the office of Alternate Auditor.

Shareholders have the right to obtain a copy of the documentation relating to the items on the agenda at their own expense.

The documentation concerning the items on the agenda, required by the applicable legal and regulatory provisions, is made available to the public at the registered office and on the website of the authorized storage mechanism 1Info managed by Computershare S.p.A. (www.1info.it), as well as published on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2021 section).

On the same date as the publication of this notice of call, the proposed resolutions, the explanatory reports and other documents concerning points 5, 6, 7, 8, 9, 10 and 11 on the agenda of the Ordinary Session are published of the Assembly.

On 1 April 2021 the documents relating to points 1, 2, 3 and 4 on the agenda of the Ordinary Part of the Shareholders’ Meeting namely (i) the Annual Financial Report and the other documents required by art. 154-ter of Legislative Decree 58/1998, the Report on Corporate Governance and Ownership Structures pursuant to art. 123 bis of Legislative Decree 58/1998 and the income statement and balance sheet of the subsidiary Banque Profil de Gestion S.A. and (ii) the Report illustrating the resolutions and information on personnel remuneration and incentives pursuant to the applicable provisions as well as the documentation relating to point 1 on the agenda of the Extraordinary Part of the Shareholders’ Meeting.

On April 7, 2021, the summary statement referred to in art. will be made available at the Bank’s registered office. 2429, 4th paragraph of the Italian Civil Code

Shareholders have the right to obtain a copy of the documentation relating to the items on the agenda at their own expense.

13-03-2021 Notice of call of the shareholders’ meeting

13-03-2021 Extract from the notice of the Shareholders’ Meeting

08-04-2021 Generic proxy form

08-04-2021 Proxy form and voting instructions to the Designated Representative Computershare S.p.A.

13-03-2021 Report of the Board of Directors illustrating the fifth, sixth, seventh, eighth item on the agenda of the Ordinary Session of the Shareholders’ Meeting

13-03-2021 Report of the Board of Directors illustrating the ninth, tenth, eleventh item on the agenda of the Ordinary Session of the Shareholders’ Meeting

01-04-2021 Annual Financial Report including the Report of the Board of Statutory Auditors and the Report of the Independent Auditors

01-04-2021 Report on corporate governance and ownership structures pursuant to art. 123 bis of Legislative Decree 58/1998

01-04-2021 Executive Summary of the Report on corporate governance and the ownership structure pursuant to art.123 bis of Legislative Decree 58/1958

01-04-2021 Balance sheet and income statement of the subsidiary Banque Profil de Gestion S.A.

01-04-2021 Report of the Board of Directors illustrating the third and fourth item on the agenda of the Ordinary Part of the Shareholders’ Meeting

01-04-2021 Report of the Board of Directors illustrating the first item on the agenda of the Extraordinary Part of the Shareholders’ Meeting

01-04-2021 List of candidates for the position of member of the Board of Statutory Auditors of Banca Profilo S.p.A.

01-04-2021 List of candidates for the position of member of the Board of Directors of Banca Profilo S.p.A.

08-04-2021 Resolution proposals of the shareholder Arepo BP SpA regarding the fifth, sixth, seventh and eighth item on the agenda

08-04-2021 Resolution proposals of the shareholder Arepo BP SpA regarding the ninth, tenth and eleventh item on the agenda

26-04-2021 Summary report of the votes

20-04-2021 Questions and answers

21-05-2021 Minutes of the Shareholders’ Meeting

BANCA PROFILO S.p.A.

Enrolled in the Register of Banks and Banking Groups. Belonging to the Banca Profilo banking group and subject to the management and coordination of Arepo BP S.p.A. pursuant to article 2497 and following of the civil code Registered office in Milan, via Cerva n. 28. Share capital Euro 136,994,027.90 fully paid up. VAT number, tax code and registration in the Milan Company Register no. 09108700155.

Convocation of assembly

Those entitled are summoned to the Ordinary Assembly, for the day
23 April 2020 at 3.00 pm in first call at the registered office in Milan, Via Cerva, 28 and if necessary on 24 April 2020, in second call, at the same time and place, to discuss and resolve on the following

Agenda

Presentation of the individual and consolidated financial statements of Banca Profilo S.p.A. for the year ended 31.12.2019, accompanied by the legal reports; proposal for the allocation of profit for the year. Related and consequent resolutions.
Remuneration and incentive policies: 2.1 Annual report on the remuneration policy and fees paid: (i) resolutions relating to the first section pursuant to art. 123-ter, paragraph 3-bis, of Legislative Decree no. 58/1998, and subsequent amendments and additions; (ii) resolutions relating to the second section pursuant to art. 123-ter, paragraph 6, of Legislative Decree no. 58/1998, and subsequent amendments and additions; 2.2. Proposal to extend the current Stock Grant Plan for a further three years; inherent and consequent resolutions.
Proposal for partial re-allocation of treasury shares to service the Stock Grant Plan. Related and consequent determinations.
Proposal to authorize the purchase and sale of treasury shares; inherent and consequent resolutions.

 

Those who hold the right to vote at the end of the accounting day of the seventh open market day prior to the date set for the first call of the Shareholders’ Meeting which coincides with 14 April 2020 (Record Date) are entitled to attend the Shareholders’ Meeting. which the relative communication made by the authorized intermediary has been received by the Company. Those who become holders of the right to vote only after that date will not have the right to attend and vote at the Shareholders’ Meeting.

The aforementioned communication from the intermediary must reach the Company by the end of the third open market day prior to the date set for the Shareholders’ Meeting on first call (by 20 April 2020). However, the legitimacy to attend and vote remains valid even if the communication is received by the Company after the aforementioned term, provided that it is before the start of the meeting of the single call.

Pursuant to art. 106, of the Law Decree n. 18 of 17 March 2020 (so-called “Cura Italia” Decree), the meeting is held exclusively by teleconference means and participation in the meeting by those who have the right to vote is permitted only through the Representative designated.
Consequently, the Bank appointed Computershare S.p.A. – with registered office in Milan, via Mascheroni n. 19, 20145 – to represent the shareholders pursuant to art. 135-undecies of Legislative Decree no. 58/98 and the aforementioned Law Decree (the “Designated Representative”). Shareholders wishing to participate in the Shareholders’ Meeting must therefore grant the Designated Representative the proxy – with voting instructions – on all or some of the proposed resolutions regarding the items on the agenda using the specific proxy form, including electronic form, prepared by the same Designated Representative in agreement with the Bank, available on the Bank’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2020 section).

The proxy form must be sent to Computershare S.p.A. following the instructions on the form itself and in any case in one of the following ways: (i) as a copy reproduced electronically (PDF), sent as an attachment to an e-mail message to the address [email protected] provided that the delegating party, even if legal entity, use your own certified e-mail box or, failing that, sign the electronic document with an advanced, qualified or digital electronic signature, or (ii) by e-mail to the address [email protected], in any case within the end of the second open market day prior to the date set for the Shareholders’ Meeting also in call following the first call and therefore, by 12.00 pm on 21 April 2020 in relation to the first call or by 12.00 pm on 22 April 2020 in relation to the second call.

The proxy and voting instructions can be revoked within the same deadline as above and, therefore, by 12.00 pm on 21 April 2020 in relation to the first call or by 12.00 pm on 22 April 2020 in relation to the second call.
The proxy thus granted is effective only for the proposals in relation to which voting instructions have been given.

It should be noted that the shares for which the proxy, even partial, has been granted are calculated for the purposes of the regular constitution of the Shareholders’ Meeting. In relation to the proposals for which no voting instructions have been given, the shares are not counted for the purposes of calculating the majority and the share of capital required for the approval of the resolutions.
It should also be noted that the Designated Representative may also be granted proxies or sub-proxies pursuant to art. 135-novies of the TUF, by way of derogation from art. 135-undecies, paragraph 4 of Legislative Decree no. 58/98 in the manner and within the terms indicated above.
The Designated Representative will be available for clarifications or information on 02-46776826 or at the email address [email protected].

 

Pursuant to art. 127-ter of the TUF, those who have the right to vote can ask questions on the items on the agenda even before the Shareholders’ Meeting, by sending them to the Company by the end of the third day preceding the date of the Shareholders’ Meeting in first call, i.e. by 16 April 2020.

Questions must be sent to the Company in one of the following ways: (i) by sending an e-mail message to the address [email protected], or (ii) by sending them by post to the Company’s registered office in Via Cerva, 28 a Milan – approx. Legal and Corporate; in this regard it should be noted that, for the purposes of exercising the right, the date of receipt of the applications by the Bank and not the date on which they are sent will be considered as proof.

The questions must allow the identification of the holder of the right to vote and be accompanied by the certifications attesting the legitimacy to exercise the right.

 

Pursuant to art. 126-bis of the TUF, shareholders who, even jointly, represent at least 2.5% of the share capital may request, within 10 days of the publication of this notice calling the Shareholders’ Meeting, i.e. by 3 April 2020, the integration of the list of matters to be discussed, indicating in the request the additional topics proposed by them, or presenting resolution proposals on matters already on the agenda.

The aforementioned requests, together with the certification attesting ownership of the shareholding issued by the authorized intermediary, must be submitted in writing. Questions must be sent to the Company in one of the following ways: (i) by e-mail communication to the address [email protected], or (ii) by hand delivery to the Company’s headquarters in via Cerva, 28 a Milan – approx. Legal and Corporate, during office opening hours, or (iii) by sending by post to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate; in this regard it should be noted that, for the purposes of exercising the right, the date of receipt of the aforementioned requests by the Bank and not the date on which they are sent will prevail.

The questions must be accompanied by a report stating the reasons for the proposed resolutions on the new matters for which discussion is requested or the reasons relating to the additional proposed resolutions presented on matters already on the agenda.
The additions to the agenda or the presentation of further proposed resolutions on matters already on the agenda are notified at least fifteen days before the Shareholders’ Meeting on first call, i.e. by 9 April 2020, in the same forms prescribed for the publication of this notice of call. At the same time as the publication of this news, the reports prepared by the applicants for integrations or the additional proposed resolutions presented, accompanied by any assessments by the Board of Directors, will be made available to the public in the same forms envisaged for the documentation relating to the Shareholders’ Meeting .

Integrating the list of matters to be discussed is not permitted for matters on which the Shareholders’ Meeting resolves, in accordance with the law, on the proposal of the directors or on the basis of a project or report prepared by them, other than those of referred to in art. 125-ter paragraph 1 of the TUF.

 

 

At the date of the call, the fully subscribed and paid-up share capital is equal to 136,994,027.90 euros, divided into 677,997,856 ordinary shares, with no par value.

The documentation concerning the items on the agenda, required by the applicable legal and regulatory provisions, is made available to the public at the registered office and on the website of the authorized storage mechanism 1Info managed by Computershare S.p.A. (www.1info.it), as well as published on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2020 section).

On March 24, 2020, the documents relating to points 2 and 3 on the agenda of the Shareholders’ Meeting ((i)Annual report on the remuneration policy and on the fees paid; (ii)Information document pursuant to Article 114 will be published bis of Legislative Decree 58/1998 and article 84 bis of the Issuers’ Regulation on the proposed extension of the Stock Grant Plan and (iii) the Report on the proposal for the partial re-allocation of treasury shares).

On April 2, 2020 the documents relating to items 1 and 4 on the agenda of the Shareholders’ Meeting will be published (i) the Annual Financial Report and the other documents required by art. 154 ter of Legislative Decree 58/1998, the Report on Corporate Governance and Ownership Structures pursuant to art. 123 bis of Legislative Decree 58/1998 and the income statement and balance sheet of the subsidiary Banque Profil de Gestion S.A.; (ii) the Report on the proposal to authorize the purchase and sale of treasury shares).

On April 8, 2020, the summary statement referred to in art. will be made available at the Bank’s registered office. 2429, 4th paragraph of the Italian Civil Code.

23-04-2020 Questions and Answers

24-03-2020 Notice of call

24-03-2020 Notice of call extended

24-03-2020 Report for point 2 of the agenda

24-03-2020 Report for point 3 of the agenda

24-03-2020 Only designated representative proxy form

24-03-2020 Form of proxy and sub-proxy designated representative

02-04-2020 Financial Report including the Report of the Board of Statutory Auditors and the Report of the Independent Auditors

02-04-2020 Press release of April 1, 2020

02-04-2020 Report on corporate governance and ownership structures pursuant to art. 123 bis of Legislative Decree 58/1998

02-04-2020 Executive Summary of the Report on Corporate Governance and the ownership structure pursuant to art. 123 bis of Legislative Decree 58/1998

02-04-2020 Balance Sheet and Income Statement of the subsidiary Banque Profil de Gestion S.A.

02-04-2020 Explanatory report of the Board of Directors of the fourth item on the agenda

23-04-2020 Questions and Answers

28-04-2020 Summary report of the votes

19-05-2020 Minutes of the Shareholders’ Meeting

 

 

 

 

 

BANCA PROFILO S.p.A.

Enrolled in the Register of Banks and Banking Groups. Belonging to the Banca Profilo banking group and subject to the management and coordination of Arepo BP S.p.A. pursuant to article 2497 and following of the civil code Registered office in Milan, via Cerva n. 28. Share capital Euro 136,994,027.90 fully paid up. VAT number, tax code and registration in the Milan Company Register no. 09108700155.

Convocation of assembly

Those entitled are summoned to the Ordinary Assembly, for the day
18 April 2019 at 3.00 pm in first call at the registered office in Milan, Via Cerva, 28 and if necessary on 19 April 2019, in second call, same time and place, to discuss and resolve on the following

Agenda

Presentation of the individual and consolidated financial statements of Banca Profilo S.p.A. for the year ended 31.12.2018, accompanied by the legal reports; proposal for the allocation of profit for the year. Related and consequent resolutions.
Remuneration report including the proposal to revise the personnel remuneration and incentive policy and information on its implementation in 2018.
Proposal to authorize the purchase and sale of treasury shares; inherent and consequent resolutions.

Those who hold the right to vote at the end of the accounting day of the seventh open market day prior to the date set for the first call of the Shareholders’ Meeting which coincides with April 9, 2019 (Record Date) are entitled to participate in the Shareholders’ Meeting. which the Company has received the relative communication made by the authorized intermediary, pursuant to art. 83-sexies of Legislative Decree 58/98 (TUF), in accordance with its accounting records, in favor of the person who has the right to vote. Those who become holders of the right to vote only after that date will not have the right to attend and vote at the Shareholders’ Meeting.

The aforementioned communication from the intermediary must reach the Company by the end of the third open market day prior to the date set for the Shareholders’ Meeting in first call (by 15 April 2019). However, the legitimacy to attend and vote remains valid even if the communication is received by the Company after the aforesaid term, provided that it is before the start of the meeting of the single call.

 

Each person entitled to attend the Shareholders’ Meeting may be represented by written proxy, pursuant to the combined provisions of art. 2372 of the civil code and of the art. 135-novies of the TUF, with the right to use the proxy form available on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2019 section).

The proxy can be notified to the Company in one of the following ways: (i) electronically, by certified email, to the certified email address [email protected], or to the certified email address ufficiomilano@pecserviziotitoli .it, provided that the delegating party uses his own certified email address or, failing that, signs the electronic document with an advanced, qualified or digital electronic signature; (ii) by hand delivery, to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Department, during office opening hours or (iii) by sending by post to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Function; in this regard it should be noted that, for the purposes of the notification, the date of receipt of the proxy by the Bank and not the date of sending will prevail.

If the Company is notified of a copy of the proxy, the proxy, when accredited for access to the meeting proceedings, will be required to certify the conformity of the notified copy with the original and the identity of the delegating party.

 

The proxy with voting instructions can be conferred by the person entitled to vote, legitimated by law, to Computershare S.p.A., designated for this purpose by the Company pursuant to art. 135-undecies of the TUF, by completing and signing the appropriate form available on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2016 section), or at the Company’s headquarters.

The proxy must reach Computershare S.p.A. in one of the following ways: (i) in original, at the registered office in Milan, via Lorenzo Mascheroni, no. 19 – 20145 Milan, (ii) in an electronically reproduced copy (PDF), sent as an attachment to an e-mail message to [email protected] provided that the delegating party, even if a legal person, uses his own certified e-mail box or, failing that, sign the electronic document with an advanced electronic, qualified or digital signature, or (iii) possibly anticipating it by fax to the following number 02 – 46776850, in any case by the end of the second market day preceding the date set for the Shareholders’ Meeting also in subsequent calling and therefore, by 12.00 pm on April 16, 2019 in relation to the first call or by 12.00 pm on April 17, 2019 in relation to the second call.

The proxy granted in this way is effective only for the proposals in relation to which voting instructions have been given. The proxy and voting instructions can be revoked within the same deadline as above and, therefore, by 12.00 pm on 16 April 2019 in relation to the first call or by 12.00 pm on 17 April 2019 in relation to the second call.

 

Pursuant to art. 127-ter of the TUF, those who have the right to vote can ask questions on the items on the agenda even before the Shareholders’ Meeting, by sending them to the Company by the end of the third day preceding the date of the Shareholders’ Meeting in first call, i.e. by 15 April 2019.

Questions must be sent to the Company in one of the following ways: (i) by e-mail communication to the address [email protected], or (ii) by hand delivery, to the Company’s headquarters in via Cerva, 28 a Milan, – approx. Legal and Corporate, during office opening hours, or (iii) by sending by post to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate; in this regard it should be noted that, for the purposes of exercising the right, the date of receipt of the applications by the Bank and not the date on which they are sent will be considered as proof.

The questions must allow the identification of the holder of the right to vote and be accompanied by the certifications attesting the legitimacy to exercise the right.

Pursuant to art. 126-bis of the TUF, shareholders who, even jointly, represent at least 2.5% of the share capital may request, within 10 days of the publication of this notice calling the Shareholders’ Meeting, i.e. by 29 March 2019, the integration of the list of matters to be discussed, indicating in the request the additional topics proposed by them, or presenting resolution proposals on matters already on the agenda.

The aforementioned requests, together with the certification attesting ownership of the shareholding issued by the authorized intermediary, must be submitted in writing. Questions must be sent to the Company in one of the following ways: (i) by e-mail communication to the address [email protected], or (ii) by hand delivery to the Company’s headquarters in via Cerva, 28 a Milan – approx. Legal and Corporate, during office opening hours, or (iii) by sending by post to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate; in this regard it should be noted that, for the purposes of exercising the right, the date of receipt of the aforementioned requests by the Bank and not the date on which they are sent will prevail.

The questions must be accompanied by a report stating the reasons for the proposed resolutions on the new matters for which discussion is requested or the reasons relating to the additional proposed resolutions presented on matters already on the agenda.

The additions to the agenda or the presentation of further proposed resolutions on items already on the agenda are notified at least fifteen days before the Shareholders’ Meeting on first call, i.e. by April 3, 2019, in the same forms prescribed for the publication of this notice of call. At the same time as the publication of this news, the reports prepared by the applicants for integrations or the additional proposed resolutions presented, accompanied by any assessments by the Board of Directors, will be made available to the public in the same forms envisaged for the documentation relating to the Shareholders’ Meeting.

Integrating the list of matters to be discussed is not permitted for matters on which the Shareholders’ Meeting resolves, in accordance with the law, on the proposal of the directors or on the basis of a project or report prepared by them, other than those of referred to in art. 125-ter paragraph 1 of the TUF.

 

At the date of the call, the fully subscribed and paid-up share capital is equal to 136,994,027.90 euros, divided into 677,997,856 ordinary shares, with no par value.

The documentation concerning the items on the agenda, required by the applicable legal and regulatory provisions, is made available to the public at the registered office and on the website of the authorized storage mechanism 1Info managed by Computershare S.p.A. (www.1info.it), as well as published on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2019 section).

On March 27, 2019, the documents relating to all the items on the agenda of the Shareholders’ Meeting will be published ((i) the Annual Financial Report and the other documents required by Article 154 ter of Legislative Decree 58/1998 , the Report on Corporate Governance and Ownership Structures pursuant to Article 123 bis of Legislative Decree 58/1998 and the Income Statement and Balance Sheet of the subsidiary Banque Profil de Gestion S.A.; (ii) the Explanatory Report of the resolutions and information on personnel remuneration and incentives pursuant to the applicable provisions and (iii) the Report on the proposal to authorize the purchase and sale of treasury shares).

On April 3, 2019, the summary statement referred to in art. will be made available at the Bank’s registered office. 2429, 4th paragraph of the Italian Civil Code

Shareholders have the right to obtain a copy of the documentation relating to the items on the agenda at their own expense.

19-03-2019 Notice of call

19-03-2019 Notice of call extended

2019-03-19 Proxy form of the designated representative

19-03-2019 Ordinary proxy form

27-03-2019 Annual Financial Report including the Report of the Board of Statutory Auditors and the Report of the Independent Auditors

27-03-2019 Report on corporate governance and ownership structures pursuant to art. 123 bis of Legislative Decree 58/1998

27-03-2019 Executive Summary of the Report on corporate governance and the ownership structure pursuant to art.123 bis of Legislative Decree 58/1958

27-03-2019 Balance sheet and income statement of the subsidiary Banque Profil de Gestion S.A.

27-03-2019 Report of the Board of Directors illustrating the second item on the agenda of the Shareholders’ Meeting

27-03-2019 Report of the Board of Directors illustrating the third item on the agenda of the Shareholders’ Meeting

18-04-2019 Questions and Answers

19-04-2019 Summary report of the votes

17-05-2019 Minutes of the Shareholders’ Meeting

The Ordinary and Extraordinary Shareholders’ Meeting of Banca Profilo S.p.A. was held on first call on 26 April 2018, at 3.00 pm, at the registered office, in Milan, Via Cerva 28 with the following agenda

Convocation of assembly

Those entitled are summoned to the Ordinary and Extraordinary Assembly, for the day
26 April 2018 at 3.00 pm in first call at the registered office in Milan, Via Cerva, 28 and if necessary on 27 April 2018, in second call, same time and place, to discuss and resolve on the following agenda

Ordinary part

Presentation of the individual and consolidated financial statements of Banca Profilo S.p.A. for the year ended 31.12.2017, accompanied by the legal reports; proposal for the allocation of profit for the year. Related and consequent resolutions.
Information and resolutions on remuneration and incentives pursuant to applicable provisions: (i) proposal to raise the limit on the ratio between the variable and fixed component of individual remuneration up to a maximum of 2:1 for certain categories of personnel; (ii) Remuneration Report: (a) proposal to revise the personnel remuneration and incentive policy and (b) report on its application in 2017.
Appointment of the Board of Directors and its Chairman for the three financial years expiring with the approval of the financial statements as at 31.12.2020, after determining the number of its members; determination, pursuant to article 20 of the Articles of Association, of the remuneration due to the Board of Directors; inherent and consequent resolutions.
Appointment of the Board of Statutory Auditors and its Chairman for the three financial years expiring with the approval of the financial statements as at 31.12.2020 and determination of the related remuneration.

Extraordinary part

Proposal to amend articles 6 and 21 of the Articles of Association in implementation of certain preparatory measures envisaged by the Recovery Plan of the Banca Profilo banking group; inherent and consequent resolutions.

Those who hold the right to vote at the end of the accounting day of the seventh open market day prior to the date set for the first call of the Shareholders’ Meeting which coincides with April 17, 2018 (Record Date) are entitled to attend the Shareholders’ Meeting. Which the Company has received the relative communication made by the authorized intermediary, pursuant to art. 83-sexies of Legislative Decree 58/98 (TUF), in accordance with its accounting records, in favor of the person who has the right to vote.

Those who become holders of the right to vote only after that date will not have the right to attend and vote at the Shareholders’ Meeting.

The aforementioned communication from the intermediary must reach the Company by the end of the third open market day prior to the date set for the Shareholders’ Meeting in first call (by 23 April 2018). However, the legitimacy to attend and vote remains valid even if the communication is received by the Company after the aforesaid term, provided that it is before the start of the meeting of the single call.

Each person entitled to attend the Shareholders’ Meeting may be represented by written proxy, pursuant to the combined provisions of art. 2372 of the civil code and of the art. 135-novies of the TUF, with the right to use the proxy form available on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2018 section).

The proxy can be notified to the Company in one of the following ways: (i) electronically, by certified email, to the certified email address [email protected], or to the certified email address ufficiomilano@pecserviziotitoli .it, provided that the delegating party uses his own certified email address or, failing that, signs the electronic document with an advanced, qualified or digital electronic signature; (ii) by hand delivery, to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Department, during office opening hours or (iii) by sending by post to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Function; in this regard it should be noted that, for the purposes of the notification, the date of receipt of the proxy by the Bank and not the date of sending will prevail.

If the Company is notified of a copy of the proxy, the proxy, when accredited for access to the meeting proceedings, will be required to certify the conformity of the notified copy with the original and the identity of the delegating party.

The proxy with voting instructions can be conferred by the person entitled to vote, legitimated by law, to Computershare S.p.A., designated for this purpose by the Company pursuant to art. 135-undecies of the TUF, by completing and signing the appropriate form available on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2016 section), or at the Company’s headquarters.

The proxy must reach Computershare S.p.A. in one of the following ways: (i) in original, at the registered office in Milan, via Lorenzo Mascheroni, no. 19 – 20145 Milan, (ii) in an electronically reproduced copy (PDF), sent as an attachment to an e-mail message to [email protected] provided that the delegating party, even if a legal person, uses his own certified e-mail box or, failing that, sign the electronic document with an advanced electronic, qualified or digital signature, or (iii) possibly anticipating it by fax to the following number 02 – 46776850, in any case by the end of the second market day preceding the date set for the Shareholders’ Meeting also in subsequent calling and therefore, by 12.00 pm on 24 April 2018 in relation to the first call or by 12.00 pm on 25 April 2018 in relation to the second call.

The proxy granted in this way is effective only for the proposals in relation to which voting instructions have been given. The proxy and voting instructions can be revoked within the same deadline as above and, therefore, by 12.00 pm on 24 April 2018 in relation to the first call or by 12.00 pm on 25 April 2018 in relation to the second call.

Pursuant to art. 127-ter of the TUF, those who have the right to vote can ask questions on the items on the agenda even before the Shareholders’ Meeting, by sending them to the Company by the end of the third day preceding the date of the Shareholders’ Meeting in first call, i.e. by 23 April 2018.

Questions must be sent to the Company in one of the following ways: (i) by e-mail communication to the address [email protected], or (ii) by hand delivery, to the Company’s headquarters in via Cerva, 28 a Milan, – approx. Legal and Corporate, during office opening hours, or (iii) by sending by post to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate; in this regard it should be noted that, for the purposes of exercising the right, the date of receipt of the applications by the Bank and not the date on which they are sent will be considered as proof.

The questions must allow the identification of the holder of the right to vote and be accompanied by the certifications attesting the legitimacy to exercise the right.

Pursuant to art. 126-bis of the TUF, shareholders who, even jointly, represent at least 2.5% of the share capital may request, within 10 days of the publication of this notice calling the Shareholders’ Meeting, i.e. by 26 March 2018, the integration of the list of matters to be discussed, indicating in the request the additional topics proposed by them, or presenting resolution proposals on matters already on the agenda.

The aforementioned requests, together with the certification attesting ownership of the shareholding issued by the authorized intermediary, must be submitted in writing. Questions must be sent to the Company in one of the following ways: (i) by e-mail communication to the address [email protected], or (ii) by hand delivery to the Company’s headquarters in via Cerva, 28 a Milan – approx. Legal and Corporate, during office opening hours, or (iii) by sending by post to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate; in this regard it should be noted that, for the purposes of exercising the right, the date of receipt of the aforementioned requests by the Bank and not the date on which they are sent will prevail.

The questions must be accompanied by a report stating the reasons for the proposed resolutions on the new matters for which discussion is requested or the reasons relating to the additional proposed resolutions presented on matters already on the agenda.

The additions to the agenda or the presentation of further proposed resolutions on items already on the agenda are notified at least fifteen days before the Shareholders’ Meeting on first call, i.e. by 11 April 2018, in the same forms prescribed for the publication of this notice of call. At the same time as the publication of this news, the reports prepared by the applicants for integrations or the additional proposed resolutions presented, accompanied by any assessments by the Board of Directors, will be made available to the public in the same forms envisaged for the documentation relating to the Shareholders’ Meeting .

Integrating the list of matters to be discussed is not permitted for matters on which the Shareholders’ Meeting resolves, in accordance with the law, on the proposal of the directors or on the basis of a project or report prepared by them, other than those of referred to in art. 125-ter paragraph 1 of the TUF.

Pursuant to the Articles of Association, the appointment of the Board of Directors will take place through list voting. In the event of presentation of a single list or no list, the shareholders’ meeting will decide with the majorities required by law.

Shareholders who, alone or jointly with other shareholders, hold a total of at least 2.5% of the share capital with voting rights have the right to submit lists (shareholding identified by Consob with resolution no. 20273 of January 24, 2018).

Ownership of the minimum share necessary for presentation of the lists is determined with regard to the shares registered in favor of the Shareholder on the day in which the lists are filed with the Company.

When compiling the lists for the election of the Board of Directors, shareholders are invited to take into account the provisions of the Articles of Association available on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Corporate Documents section) and in the Report of the Board of Directors relating to the third item on the agenda of the ordinary part of the Shareholders’ Meeting, available, together with the notice of call, on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2018 section) .

The lists must be received by the Company by April 1, 2018. The deposit must be made in one of the following ways: (i) by communication via e-mail to the certified e-mail address [email protected], or (ii ) by hand delivery to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Department, during office opening hours, or (iii) by sending by mail to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Function; in this regard, it should be noted that, for the purposes of the deposit, the date of receipt of the list by the Bank and not the date of transmission will be considered.

In this regard, we inform you that on the occasion of the Easter holidays (1 and 2 April 2018) the Company’s offices will be closed, therefore Shareholders who intend to file the lists by hand and/or by ordinary mail are invited to contact the Legal Department and Corporate, in the person of the manager Dr. Sabrina Scotti (tel. 02 58408.1; e-mail [email protected]) well in advance of the deadline.
The lists must be delivered with the information relating to the shareholders presenting them (identity of the same and percentage of overall shareholding held) and accompanied by the documents required by the articles of association and by the provisions, including regulations, in force.

The specific certification, issued by an intermediary authorized pursuant to the law, proving ownership of the number of shares necessary for the presentation of the lists, can also be produced subsequently, provided that within the deadline established for the publication of the lists by the Company (within on April 5, 2018).

Each shareholder/shareholders adhering to a relevant shareholders’ agreement pursuant to art. 122 of the TUF, the parent company, the subsidiaries and those subject to joint control pursuant to art. 93 of the TUF, cannot present or contribute to the presentation, not even through a third party or trust company, of more than a single list, under penalty of ineligibility. Memberships and votes expressed in violation of this prohibition will not be attributed to any list.
Each candidate may appear on only one list, under penalty of ineligibility.

The information on the presentation, filing and publication of the lists is also contained in art. 15 of the Articles of Association and in the aforementioned Report of the Board of Directors.
The duly presented lists will be made available to the public by 5 April 2018 within the terms and in the manner established by current legislation.
For further information on the presentation of the lists, it is possible to contact the Legal and Corporate Department of Banca Profilo S.p.A. to the e-mail address [email protected] or on 02 – 58408.1

Pursuant to the Articles of Association, the appointment of the Board of Statutory Auditors will proceed through list voting. If only one list or no list is presented, all the candidates for this office indicated in the list or, respectively, those voted for by the shareholders’ meeting will be elected as Standing and Alternate Auditors, provided that they obtain the relative majority of the votes expressed in assembly.

Shareholders who, alone or jointly with other shareholders, hold a total of at least 2.5% of the share capital with voting rights have the right to submit lists (shareholding identified by Consob with resolution no. 20273 of January 24, 2018) . Ownership of the minimum share necessary for presentation of the lists is determined with regard to the shares registered in favor of the shareholder on the day in which the lists are filed with the Company.

Each candidate may appear on only one list, under penalty of ineligibility. Pursuant to the Articles of Association, the Board of Statutory Auditors is made up of 3 Standing Auditors, including the Chairman, and 2 Alternate Auditors.

When compiling the lists for the election of the Board of Statutory Auditors, shareholders are invited to take into account the provisions of the Articles of Association available on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Corporate Documents section) and in the Report of the Board of Directors relating to the fourth item on the agenda of the ordinary part of the Shareholders’ Meeting, available, together with the notice of call, on the Company’s website www.bancaprofilo.it (in the Corporate Governance /Shareholders’ Meetings/2018 section).

The lists must be received by the Company by April 1, 2018. The deposit must be made in one of the following ways: (i) by communication by e-mail to the certified e-mail address [email protected]; (ii) by hand delivery to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Department, during office opening hours, or (iii) by sending by mail to the Company’s headquarters in Via Cerva, 28 in Milan – c.a. Legal and Corporate Function; in this regard, it should be noted that, for the purposes of the deposit, the date of receipt of the list by the Bank and not the date of transmission will be considered.

In this regard, we inform you that on the occasion of the Easter holidays (1 and 2 April 2018) the Company’s offices will be closed, therefore Shareholders who intend to file the lists by hand and/or by ordinary mail are invited to contact the Legal Department and Corporate, in the person of the manager Dr. Sabrina Scotti (tel. 02 58408.1; e-mail [email protected]) well in advance of the deadline.

If, upon expiry of the deadline for the presentation of the lists, only one list has been filed, or if only lists presented by shareholders who are related to each other pursuant to art. 144-quinquies of the Consob Issuers’ Regulations, slates can be presented until 4 April 2018. In this case, the threshold for the presentation of lists is reduced by half and therefore to 1.25%.

The lists must be delivered with the information relating to the shareholders presenting them (identity of the same and percentage of overall shareholding held) and accompanied by the documents required by the articles of association and by the provisions, including regulations, in force. The appropriate certification, issued by an intermediary authorized pursuant to the law, proving ownership of the number of shares necessary for the presentation of the lists can also be produced subsequently, provided that it is within the deadline established for the publication of the lists by the Company (and therefore by 5 April 2018).

Each shareholder/shareholders adhering to a relevant shareholders’ agreement pursuant to art. 122 of the TUF, the parent company, the subsidiaries and those subject to joint control pursuant to art. 93 of the TUF, cannot present or contribute to the presentation, not even through a third party or trust company, of more than a single list, under penalty of ineligibility.

Memberships and votes expressed in violation of this prohibition will not be attributed to any list.

Shareholders other than those who hold, even jointly, a controlling or relative majority shareholding must also submit a declaration certifying the absence of any connection with the latter, pursuant to art. 144 sexies, paragraph 4, letter b) of the Consob Issuers Regulation.

The information on the presentation, filing and publication of the lists is also contained in art. 24 of the Articles of Association and in the aforementioned Report of the Board of Directors.

The duly presented lists will be made available to the public by April 5, 2018 within the terms and in the manner established by current legislation.
For further information on the presentation of the lists, it is possible to contact the Legal and Accounting Department of Banca Profilo S.p.A. to the e-mail address [email protected] or on 02 – 584081.

At the date of the call, the fully subscribed and paid-up share capital is equal to 136,994,027.90 euros, divided into 677,997,856 ordinary shares, with no par value.

The documentation concerning the items on the agenda, required by the applicable legal and regulatory provisions, is made available to the public at the registered office and on the website of the authorized storage mechanism 1Info managed by Computershare S.p.A. (www.1info.it), as well as published on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2018 section).

On the same date as the publication of the notice of call, the proposed resolutions, the explanatory reports and other documents concerning items 3 and 4 on the agenda are published.

On April 5, 2018, the documents relating to points 1 and 2 on the agenda of the Ordinary Session of the Shareholders’ Meeting ((i) the Annual Financial Report and the other documents required by Article 154-ter of Legislative Decree Legislative Decree 58/1998, the Report on Corporate Governance and Ownership Structure pursuant to Article 123 bis of Legislative Decree 58/1998 and the Income Statement and Balance Sheet of the subsidiary Banque Profil de Gestion S.A. and (ii) the Report illustrating the resolutions and information on personnel remuneration and incentives pursuant to the applicable provisions) and the documentation relating to point 1 on the agenda of the Extraordinary Part of the Shareholders’ Meeting.

On April 11, 2018 the summary statement referred to in art. will be made available at the Company’s headquarters. 2429, paragraph 4 of the Italian Civil Code

Shareholders have the right to obtain a copy of the documentation relating to the items on the agenda at their own expense.

The documentation concerning the items on the agenda, required by the applicable legal and regulatory provisions, is made available to the public at the registered office and on the website of the authorized storage mechanism 1Info managed by Computershare S.p.A. (www.1info.it), as well as published on the Company’s website www.bancaprofilo.it (in the Corporate Governance/Shareholders’ Meetings/2018 section).

On the same date as the publication of the notice of call, the proposed resolutions, the explanatory reports and other documents concerning items 3 and 4 on the agenda are published.

On April 5, 2018, the documents relating to points 1 and 2 on the agenda of the Ordinary Session of the Shareholders’ Meeting ((i) the Annual Financial Report and the other documents required by Article 154-ter of Legislative Decree Legislative Decree 58/1998, the Report on Corporate Governance and Ownership Structure pursuant to Article 123 bis of Legislative Decree 58/1998 and the Income Statement and Balance Sheet of the subsidiary Banque Profil de Gestion S.A. and (ii) the Report illustrating the resolutions and information on personnel remuneration and incentives pursuant to the applicable provisions) and the documentation relating to point 1 on the agenda of the Extraordinary Part of the Shareholders’ Meeting.

On April 11, 2018 the summary statement referred to in art. will be made available at the Company’s headquarters. 2429, paragraph 4 of the Italian Civil Code

Shareholders have the right to obtain a copy of the documentation relating to the items on the agenda at their own expense.

16-03-2018 Notice of call of the Shareholders’ Meeting

16-03-2018 Extract from the notice of call of the Shareholders’ Meeting

16-03-2018 Generic proxy form

2018-03-16 Proxy form and voting instructions to the Designated Representative Computershare S.p.A.

05-04-2018 Annual Financial Report including the Report of the Board of Statutory Auditors and the Report of the Independent Auditors

05-04-2018 Balance sheet and income statement of the subsidiary Banque Profil de Gestion S.A.

05-04-2018 Report on corporate governance and ownership structures pursuant to art. 123 bis of Legislative Decree 58/1998

05-04-2018 Executive Summary of the Report on corporate governance and the ownership structure pursuant to art.123 bis of Legislative Decree 58/1958

05-04-2018 Report of the Board of Directors illustrating the second item on the agenda of the Ordinary Part of the Shareholders’ Meeting

16-03-2018 Report of the Board of Directors illustrating the third item on the agenda of the Ordinary Part of the Shareholders’ Meeting – Appointment of the Board of Directors

05-04-2018 List of candidates for the position of member of the Board of Directors of Banca Profilo S.p.A.

16-03-2018 Report of the Board of Directors illustrating the fourth item on the agenda of the Ordinary Part of the Shareholders’ Meeting – Appointment of the Board of Statutory Auditors

05-04-2018 List of candidates for the position of member of the Board of Statutory Auditors of Banca Profilo S.p.A.

05-04-2018 Report of the Board of Directors illustrating the first item on the agenda of the Extraordinary Part of the Shareholders’ Meeting

26-04-2018 Questions and Answers

30-04-2018 Summary report of the votes

16-05-2018 Minutes of the Shareholders’ Meeting

 

24-03-2016 Estratto dell’avviso di convocazione dell’Assemblea

24-03-2016 Generic proxy form

2016-03-24 Proxy form and voting instructions to the Designated Representative Computershare S.p.A.

24-03-2016 Report of the Board of Directors illustrating the second item on the agenda of the Shareholders’ Meeting

24-03-2016 Report of the Board of Directors illustrating the third item on the agenda of the Shareholders’ Meeting

24-03-2016 Curriculum vitae template for candidates for the position of Director

24-03-2016 Declaration standards for candidates for the position of Director

27-03-2017 Notice of Call of the Shareholders’ Meeting

24-03-2016 Report of the Board of Directors illustrating the fourth item on the agenda of the Shareholders’ Meeting

28-03-2017 Extract from the notice of call of the Shareholders’ Meeting

27-03-2017 Generic proxy form

24-03-2016 Curriculum vitae template for candidates for the office of Statutory Auditor

2017-03-27 Proxy form and voting instructions to the Designated Representative Computershare S.p.A.

24-03-2016 Declaration standards for candidates for the office of Statutory Auditor

27-03-2017 Report of the Board of Directors illustrating the second item on the agenda of the Shareholders’ Meeting

2016-03-24 Report of the Board of Directors illustrating the fifth item on the agenda of the Shareholders’ Meeting

27-03-2017 Report of the Board of Directors illustrating the third item on the agenda of the Shareholders’ Meeting

06-04-2017 Annual Financial Report including the Report of the Board of Statutory Auditors and the Report of the Independent Auditors

2016-03-24 Report of the Board of Directors illustrating the sixth item on the agenda of the Shareholders’ Meeting

06-04-2017 Report on corporate governance and ownership structures pursuant to art. 123 bis of Legislative Decree 58/1998

06-04-2017 Executive Summary of the Report on corporate governance and the ownership structure pursuant to art.123 bis of Legislative Decree 58/1958

05-04-2016 Annual Financial Report including the Report of the Board of Statutory Auditors and the Report of the Independent Auditors

06-04-2017 Balance sheet and income statement of the subsidiary Banque Profil de Gestion S.A.

14-05-2015 Minutes of extraordinary and ordinary shareholders’ meeting of Banca Profilo

27-04-2017 Questions and Answers

05-04-2016 Report on corporate governance and ownership structures pursuant to art. 123 bis of Legislative Decree 58/1998

29-04-2015 Summary report of the votes

02-05-2017 Summary report of the votes

2015-04-24 Questions and Answers

05-04-2016 Executive Summary of the Report on corporate governance and the ownership structure pursuant to art.123 bis of Legislative Decree 58/1958

13/03/2015 Notice of Call of the Shareholders’ Meeting

13/03/2015 Extract from the notice calling the Shareholders’ Meeting

05-04-2016 Balance sheet and income statement of the subsidiary Banque Profil de Gestion S.A.

13/03/2015 Generic proxy form

13/03/2015 Proxy form and voting instructions to the Designated Representative Computershare S.p.A.

21-04-2016 Summary statement pursuant to art. 2429, paragraph 4 of the Italian Civil Code

03/04/2015 Report of the Board of Directors illustrating the first item on the agenda of the extraordinary part of the Shareholders’ Meeting

25/03/2015 Report of the Board of Directors illustrating the first item on the agenda of the ordinary part of the Shareholders’ Meeting

22-04-2016 Proposal from Shareholder Arepo BP S.p.A. relating to the integration of the Board of Directors of Banca profile S.p.A.

25/03/2015 Report of the Board of Directors illustrating the second item on the agenda of the ordinary part of the Shareholders’ Meeting and related attachments

22-04-2016 Proposal from Shareholder Arepo BP S.p.A. relating to the integration of the Board of Statutory Auditors of Banca Profilo S.p.A.

03/04/2015 Annual Financial Report 2014, including the Report of the Board of Statutory Auditors and the Reports of the Independent Auditors

26-04-2016 Questions and Answers

03/04/2015 Report on corporate governance and ownership structures pursuant to art. 123 bis of Legislative Decree 58/1998

29-04-2016 Summary report of the votes

03/04/2015 Executive Summary of the Report on corporate governance and the ownership structure pursuant to art. 123 bis of Legislative Decree 58/1998

12-05-2016 Minutes of the Shareholders’ Meeting

03/04/2015 Balance sheet and income statement of Banque Profil de Gestion SA 2014

13/03/2015 Report of the Board of Directors illustrating the fourth item on the agenda of the ordinary part of the Shareholders’ Meeting

25/03/2015 Curriculum vitae template for candidates for the position of Director

25/03/2015 Declaration standard for candidates for the position of Director

17-05-2017 Minutes of the Shareholders’ Meeting

03/04/2015 List of candidates for the position of member of the Board of Directors presented by Arepo BP S.p.A.

03/04/2015 List of candidates for the position of member of the Board of Statutory Auditors presented by Arepo BP S.p.A.

29-04-2014 Generic proxy form

29-04-2014 Proxy form and voting instructions to the Designated Representative Computershare S.p.A.

29-04-2014 Annual Financial Report 2013, including the Report of the Board of Statutory Auditors and the Reports of the Independent Auditors

29-04-2014 Report on Corporate Governance and Ownership Structures pursuant to art. 123-bis of Legislative Decree 58/98

29-04-2014 Income statement and balance sheet of Banque Profil de Gestion 2013

2014-04-29 Report of the Board of Directors illustrating the second item on the agenda of the Shareholders’ Meeting

29-04-2014 Report of the Board of Directors illustrating the third item on the agenda of the Shareholders’ Meeting – Information report on Remuneration: (i) Report on the application of the Policy

29-04-2014 Report of the Board of Directors illustrating the fourth item on the agenda of the Shareholders’ Meeting – Determination of the remuneration to be attributed to the members of the Board of Statutory Auditors in relation

29-04-2014 Questions and Answers

29-04-2014 Summary report of the votes

29-04-2014 Minutes of Ordinary Shareholders’ Meeting

28-03-2014 Notice of Call of the Shareholders’ Meeting

28-03-2014 Extract from the notice of call of the Shareholders’ Meeting

15-07-2013 Generic proxy form (pdf 130KB)

15-07-2013 Proxy form and voting instructions to the Designated Representative Servizio Titoli S.p.A. (pdf 57KB)

15-07-2013 Explanatory report on the proposed resolution referred to in the first and only item on the agenda of the Shareholders’ Meeting (pdf 3.950KB)

15-07-2013 Questions and Answers (pdf 48KB)

15-07-2013 Summary report of the votes (pdf 27KB)

15-07-2013 Minutes of Ordinary Shareholders’ Meeting (pdf 874KB)

14-06-2013 Notice of Call of the Shareholders’ Meeting

14-06-2013 Extract from the notice of call of the Shareholders’ Meeting

29-04-2013 Generic proxy form (pdf 102KB)

29-04-2013 Proxy form and voting instructions to the Designated Representative Servizio Titoli S.p.A. (pdf 66KB)

29-04-2013 Annual Financial Report 2012, including the Report of the Board of Statutory Auditors and the Reports of the Independent Auditors

29-04-2013 Report on Corporate Governance and Ownership Structures pursuant to art. 123-bis of Legislative Decree 58/98 (pdf 1.073KB)

29-04-2013 Income statement and balance sheet of Banque Profil de Gestion 2012 (pdf 566KB)

29-04-2013 Explanatory report concerning the second item on the agenda of the Ordinary part of the Shareholders’ Meeting – Information Report on Remuneration: (i) Report on the application of the Policy

29-04-2013 Explanatory report concerning the only item on the agenda of the Extraordinary part of the Shareholders’ Meeting – Proposal to amend the following articles of the Bank’s Statute: 1, 8, 11, 13, 14, 1

29-04-2013 Questions and Answers (pdf 208KB)

29-04-2013 Summary report of the votes (pdf 147KB)

29-04-2013 Minutes of Ordinary and Extraordinary Shareholders’ Meeting (pdf 8.8 MB)

29-03-2013 Notice of Call of the Shareholders’ Meeting (pdf 172KB)

29-03-2013 Extract from the notice of call of the Shareholders’ Meeting

27-04-2012 Explanatory report concerning the second item on the agenda of the Shareholders’ Meeting – Appointment of the Board of Directors, for the three financial years expiring with the approval of the financial statements as at 31.12.20

27-04-2012 Optimal qualitative-quantitative profile of the Board of Directors of Banca Profilo S.p.A. (pdf 189KB)

27-04-2012 Explanatory report concerning the third item on the agenda of the Shareholders’ Meeting – Appointment of the Board of Statutory Auditors and its Chairman for the three years ending with the approval of the financial statements at

27-04-2012 Annual Financial Report 2011

27-04-2012 Report on Corporate Governance and Ownership Structures pursuant to art. 123-bis of Legislative Decree 58/98. (pdf 1.1MB)

27-04-2012 Income statement and balance sheet of Banque Profil de Gestion 2011. (pdf 1.5MB)

27-04-2012 Explanatory report concerning the fourth item on the agenda of the Shareholders’ Meeting – Information report for the Shareholders’ Meeting on the Remuneration Policy and its application in the year 201

27-04-2012 List n. 1 for the appointment of the Board of Directors presented by the shareholder Arepo BP S.p.A. (pdf 3.75MB)

27-04-2012 List n. 1 for the appointment of the Board of Statutory Auditors presented by the shareholder Arepo BP S.p.A.

2012-04-27 Questions and Answers

27-04-2012 Summary report of the votes

27-04-2012 Minutes of Ordinary Shareholders’ Meeting

25-04-2012 Generic Proxy form (pdf 102KB)

2012-04-25 Proxy form and voting instructions to the Designated Representative Servizio Titoli S.p.A. (pdf 96KB)

06-04-2012 Information document on the Stock Option Plan 06.04.2012 (pdf 2MB)

16-03-2012 Notice of Call of the Shareholders’ Meeting (pdf 67KB)

05-01-2012 Notice of Call of the Shareholders’ Meeting

05-01-2012 Explanatory report on the proposed resolution referred to in the first and only item on the agenda of the Shareholders’ Meeting

05-01-2012 Summary account of the votes

05-01-2012 Minutes of Ordinary Shareholders’ Meeting

03-01-2012 Generic Proxy form

03-01-2012 Proxy form and voting instructions to the Designated Representative Servizio Titoli S.p.A.

29-04-2011 Generic Proxy form

29-04-2011 Proxy form and voting instructions to the Designated Representative Servizio Titoli S.p.A.

29-04-2011 Explanatory report concerning the first item on the agenda of the ordinary part of the Shareholders’ Meeting

29-04-2011 Explanatory report concerning the third item on the agenda of the ordinary part of the Shareholders’ Meeting

29-04-2011 Explanatory report concerning the fourth item on the agenda of the ordinary part of the Shareholders’ Meeting – remuneration policy of Banca Profilo S.p.A.

29-04-2011 Explanatory report concerning the fifth item on the agenda of the ordinary part of the Shareholders’ Meeting – proposal to integrate the current Stock Option Plan of Banca Profilo S.p.A.

29-04-2011 Explanatory report concerning the first and only item on the agenda of the extraordinary part of the Shareholders’ Meeting – proposal to amend articles 11 (relating to the exercise of the right

29-04-2011 Information Document on the Stock Option Plan

29-04-2011 Report on corporate governance and ownership structures pursuant to art. 123 bis of Legislative Decree 58/98

29-04-2011 Annual Financial Report 2010, including the Report of the Board of Statutory Auditors and the report of the Independent Auditors

29-04-2011 Questions and Answers

29-04-2011 Information Document on the Stock Option Plan 29-04-2011

29-04-2011 Summary account of the votes

29-04-2011 Minutes of Ordinary and Extraordinary Shareholders’ Meeting

18-03-2011 Notice of Call of the Shareholders’ Meeting

29-04-2010 Press release

29-04-2010 Notice of call and Agenda

29-04-2010 Annual Financial Report as of 31.12.2009

29-04-2010 Explanatory reports on the items on the agenda

29-04-2010 Report on corporate governance and ownership structures

29-04-2010 Information document on the Stock Option Plan

29-04-2010 Minutes of Ordinary and Extraordinary Shareholders’ Meeting

29-04-2010 Attachment A

29-04-2010 Attachment B

29-04-2010 Attachment C

28-06-2009 Notice of call and Agenda

08-06-2009 Press release

08-06-2009 Explanatory reports on the items on the Agenda

08-06-2009 Updates of the explanatory reports

08-06-2009 Observations of the Board of Statutory Auditors pursuant to art. 2446

29-04-2009 Press release

29-04-2009 Notice of call and Agenda

29-04-2009 List of candidates for the position of Board Member

29-04-2009 Explanatory reports on the items on the Agenda

29-04-2009 List of candidates for the office of Mayor

29-04-2009 Curricula update of some candidates

29-04-2009 Minutes of Ordinary Shareholders’ Meeting

05-05-2008 Press release

05-05-2008 Explanatory report of the Board of Directors

05-05-2008 Minutes of Ordinary Shareholders’ Meeting

05-05-2008 Minutes of Extraordinary Shareholders’ Meeting

Share capital: 136,994,027.90
No. of shares: 677,997,856

The data relating to shareholders with significant shareholdings are taken from the 120A forms forwarded by them to Banca Profilo and from other information held by the issuer.

SHAREHOLDER
Arepo BP S.p.A. *
N. SHARES
423.088.505
% ON CAPITAL
62,403

SHAREHOLDER
Market
N. SHARES
254.909.351
% ON CAPITAL
37.597

TOTAL
677,997,856 (no. shares)
100,000 (% of capital)

*100% subsidiary of Sator Investments S.à r.l., fully owned by Sator Private Equity Fund “A” , L.P. (SPEF) or “Sator Fund”, a fund managed by Sator Capital Limited.