a) Structure of share capital (as per Art. 123-bis, para. 1, letter a), CFA)
As at 31 December 2014, subscribed and paid-in share capital totalled 53.811.095,00 Euro, divided into 53.811.095 ordinary shares of the par value of 1,00 Euro each, as shown in the following table:
Share categories forming share capital as at 31 December 2014:
|STRUCTURE OF SHARE CAPITAL||N° of shares||% of share capital||Listed (market) / unlisted||Rights and obligations|
|Ordinary shares||53.811.095||100%||Listed (on MTA – Milan electronic equity market)||Each ordinary share attributes the right to one vote|
As at 31 December 2014, there were no other financial instruments outstanding attributing the right to subscribe newly issued shares.
For the shares to be allocated as variable pay to the C.E.O., the General Manager and any other person considered ‘Key personnel’, please refer to the report on remuneration as per Art. 123-ter of the CFA and the information document on equity-based compensation plans as per Arts. 114bis of the CFA and 84bis of Consob’s Issuers’ Regulations.
b) Restrictions on the transfer of securities (as per Art. 123-bis, para. 1, letter b), CFA)
There are no restrictions on the transfer of shares, save the retention periods foreseen for the shares to be allocated as variable pay to the C.E.O., the General Manager and any other person considered ‘Key personnel’. For more details on the shares to be assigned to these Corporate Officers, please refer to the report on remuneration as per Art. 123-ter of the CFA.
c) Significant shareholdings (as per Art. 123-bis, para. 1, letter c), CFA)
As at 31/12/2014, communications made pursuant to Article 120 of the CFA and communications made by relevant subjects pursuant to Article 152 octies of the Issuers’ Regulations stated that the following subjects possess, directly or indirectly, shares with voting rights representing more than 2% of share capital:
|Declarant||Direct Shareholder||% of ordinary share capital||% of voting capital|
|FÜRSTENBERG SEBASTIEN EGON||La Scogliera S.p.A.:||52,638||52,651||52,651|
|Fürstenberg Sebastien Egon:||0,013|
|INVESCO LIMITED||Invesco Asset Management Limited:||1,539||2,020||2,020|
|Invesco Fund Managers Limited:||0,306|
|Invesco Global Asset Management:||0,153|
|Invesco Canada Limited:||0,022|
|SALAMON MARINA||Alchimia S.p.A.||2,001||2,001|
|PREVE RICCARDO||Preve Costruzioni S.p.A.||2,156||2,321||2,321|
|BOSSI GIOVANNI||Bossi Giovanni||3,417||3,417||3,417|
It is appropriate to point out that:
- The activity of the investment holding company La Scogliera S.p.A. is limited to holding its only significant equity investment - the controlling interest in Banca IFIS S.p.A.;
- Even though it is the majority shareholder, La Scogliera S.p.A. does not perform any management and coordination activity vis-à-vis Banca IFIS S.p.A.;
- The corporate purpose of La Scogliera S.p.A. expressly excludes management and coordination of the financial companies and banks in which it owns equity interests.
d) Securities granting special rights (as per Art. 123-bis, para. 1, letter d), CFA)
No securities have been issued that grant special rights of control.
e) Employee equity participation: mechanism for exercising voting rights (as per Art. 123-bis, para. 1, letter e), CFA)
Any employees holding shares of the Company exercise their shareholder rights in the same ways as other shareholders.
f) Restrictions on voting rights (as per Art. 123-bis, para. 1, letter f), CFA)
The Company knows of no restrictions on voting rights.
g) Shareholder agreements (as per Art. 123-bis, para. 1, letter g), CFA)
The Board of Directors of Banca IFIS S.p.A. knows of no agreements between the Company’s shareholders as defined by Article 122 of the CFA.
h) Change-of-control clauses (as per Art. 123-bis, para. 1, letter h), CFA) and statutory provisions on takeover bids (as per Arts. 104, para. 1-ter, and 104-bis, para. 1).
Neither Banca IFIS S.p.A. nor its subsidiary IFIS Finance Sp. z o.o. have concluded significant agreements that take effect, are modified or lapse if change of control of the contractual party occurs.
The Articles of Incorporation of Banca IFIS S.p.A. do not contravene the passivity rule laid down by Article 104, paragraphs 1 and 2, of the CFA nor do they envisage the application of the neutralisation rules laid down by Article 104-bis, paragraphs 2 and 3, of the CFA.
i) Delegations of power to increase share capital and authorizations to buy treasury shares (as per Art. 123-bis, para. 1, letter m), CFA)
i.1) Authorised and unsubscribed capital; delegation of authority to the Board of Directors to increase share capital
As at 31 December 2014, the Board was not empowered to increase share capital pursuant to Article 2443 of the Italian Civil Code, i.e. to issue equity securities.
i.2) Treasury shares
The Ordinary Shareholders’ Meeting of 17 April 2014 authorised the purchase and sale of treasury shares, pursuant to Article 2357 and thereafter of the Italian Civil Code, as well as Article 132 of Legislative Decree no. 58/98. During this Meeting, the changes in the legal framework governing the Banks’ treasury funds was brought to attention, with particular regard to Articles 77 and 78 of EU Regulation no. 575/2013 of 26 June 2013 and the European Union’s Commission Delegated Regulation no. 241/2014 of 7 January 2014 (which was published in the European Union Official Journal of 14 March 2014 and entered into force 21 days after publication). Shareholders were ensured that the applicable corporate structures would have executed the above resolution to purchase own funds in compliance with the new laws and any ensuing correspondence from the Bank of Italy. Following this, there was no necessity to apply to the Bank of Italy for authorisation as per the above laws and no new purchase or sale of treasury shares was carried out.
Therefore, the number of treasury shares held as at FY2014 year-end has not changed since the date of the Shareholders’ Meeting and totals no. 887,165, accounting for 1,649% of share capital.
l) Management and coordination activity (as per Art. 2497 and thereafter of the Italian Civil Code)
Even though it is the majority Shareholder, La Scogliera S.p.A. does not perform any management and coordination activity in Banca IFIS S.p.A.. In this regard, it should be noted that the corporate purpose of La Scogliera S.p.A. expressly excludes management and coordination of the financial companies and banks in which it owns equity interests.
- The information required by Article 123-bis, paragraph 1, letter i) (‘agreements between the company and Directors …. entailing indemnities in the event of resignation or dismissal without just cause or if the employment relationship ceases following a takeover bid’), can be found in the report on remuneration published pursuant to Article 123-ter of the CFA;
- The information required by Article 123-bis, paragraph 1, letter l) (‘rules applicable to the appointment and substitution of Directors … as well as the amendment of the Articles of Incorporation, if different from additional legislative and regulatory rules applicable’), are illustrated in the section of this report dedicated to the Board of Directors (Section 4.1).