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Back comunicato 15 marzo 2013
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
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;
appointment of six Directors for the three-year period 2013-2015;
appointment of a Director for the remainder of the three-year period 2012-2014;
determination of the amount of fees payable to the Directors for the year 2013;
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;
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;
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
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".
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Notice of publication of Shareholders Meeting Documents
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BPER Banca informs that the 2023 Reports – containing the Directors’ Report and the draft separate financial statements of BPER Banca, the Integrated Report and the consolidated financial statements of the BPER Group (inclusive of the consolidated non-financial statement, prepared pursuant to Legislative Decree no. 254 of 30 December 2016 and the related Implementing Regulation adopted by Consob resolution no. 20267 of 18 January 2018), the relevant certifications by the Chief Executive Officer and the Manager responsible for preparing the Company’s financial reports under article 154-bis, para. 5 of Legislative Decree no. 58 of 24 February 1998, the reports of the Independent Auditing firm Deloitte & Touche S.p.A., and the Statutory Auditors’ Report -– and the Corporate Governance and Ownership Structure Report 2023 are available to the public at the Company’s registered office, on the corporate website (https://group.bper.it/en/, section Governance – Shareholders – Shareholders’ Meetings 2024), and in the authorised “1Info” repository (www.1info.it).
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