Call of Ordinary, Extraordinary Shareholders' Meeting

Mssrs Shareholders are called to the ordinary and extraordinary Shareholders’ Meeting on April 19th 2013 at 9:00 AM in first call at the meeting rooms of "Modena Fiere", in Modena, main entrance in Viale Virgilio, and on Saturday April 20th 2013 in second call at the same time and place, to discuss the following 


AGENDA:


In the Ordinary Shareholders’ Meeting
 

1. presentation of the draft financial statement for the year 2012 and related reports; presentation of the consolidated financial statements; proposal to distribute the net profit; related and consequent resolutions;

2. appointment of six Directors for the three-year period 2013-2015;

3. appointment of a Director for the remainder of the three-year period 2012-2014;

4. determination of the amount of fees payable to the Directors for the year 2013;

5. presentation of the Remuneration Report as per Art. 123-ter of Leg. Decree No. 58 of February 24th 1998, including the remuneration policies for the financial year 2013 of Banca popolare dell’Emilia Romagna Group and the yearly information notice on the implementation of remuneration policies for the financial year 2012; related and consequent resolutions;

6. proposal of a remuneration scheme, as per Art. 114-bis of Leg. Decree No. 58, February 24th 1998  - implementing the remuneration policies for the financial year 2013 of Banca popolare dell’Emilia Romagna Group; related and consequent resolutions;

7. information notice on the internal control policies regarding risk activities and conflicts of interest of related subjects, in implementation of the provisions of Circular letter No.263 of the Bank of Italy.

In the Extraordinary Shareholders’ Meeting
 

1. proposal to change Articles 6, 8, 10, 23, 24, 27, 29, 30, 31, 32, 33, 34, 42, 43, 44, 46, 50 of the Articles of Association and to introduce of a new Article, No. 44-bis and  to number the Articles' subsections; related and consequent resolutions

Pursuant to Art. 143-bis, subsection 1 lett. c) of Consob Regulation no.11971/1999 and of Art. 24, subsection 9 of the Articles of Association, during the Shareholders’ Meeting and without the need to attend in person or by proxy at the meeting venue of "Modena Fiere”, the Shareholders who so desire may exercise a secret ballot on the matters addressed in points 2) and 3) of the Agenda, in the Ordinary Session, by using electronic means, with the formal methods indicated below. For this purpose, the Shareholders may go to the "voting centres" at the rooms specially set up: in Modena, Viale Virgilio 52/i – 52/l; in Avellino, Collina Liguorini, at Centro Direzionale Banca della Campania; in Lamezia Terme (CZ), Zona Industriale – Area ex Sir – Comparto 15, at Fondazione di Ricerca Internazionale Mediterranea Terina. The presence and assistance of clerks will be ensured at the "Voting centres".