Milano, 17 December 2002

INTESABCI: ORDINARY SHAREHOLDERS’ MEETING APPOINTS RENE' CARRON, ANTOINE BERNHEIM AND GIOVANNI PERISSINOTTO DIRECTORS AND APPROVES THE RESOLUTION REGARDING THE OWN SHARES PURCHASED FOLLOWING THE EXERCISE OF PUT WARRANTS

 

THE EXTRAORDINARY SHAREHOLDERS’ MEETING APPROVES THE STOCK OPTION PLAN AND THE CHANGE IN THE COMPANY’S NAME TO “BANCA INTESA”

 

 

IntesaBci’s Ordinary Shareholders’ Meeting held today and chaired by Giovanni Bazoli, set to 25 the number of members which make up the Board of Directors and appointed René Carron, Antoine Bernheim and Giovanni Perissinotto Directors also following the resignation of Gianfranco Gutty and Christian Merle.

 

The Shareholders’ Meeting then examined the subsequent point on the Agenda of the Meeting, which referred to the sale of the own shares purchased following the exercise of the IntesaBci Put Warrants and, in particular, resolved to:

1.       revoke the resolution made by the Ordinary Shareholders’ Meeting held on 1st March 2001 with regard to the means of sale of the own shares purchased following the exercise of the IntesaBci Put Warrants;

2.       authorise the Board of Directors, pursuant to Art. 2357 ter of the Italian Civil Code and for a five-year period from the date of the resolution, to dispose of the ordinary shares purchased following the exercise of the IntesaBci Put Warrants according to the technical means deemed to be the most appropriate at the time of each operation, at a unit price no lower than the lower between (a) the average of the official prices struck by the stock in the thirty days preceding each disposal  and (b) the value obtained by applying a discount no higher than 5% to the minimum price registered by the IntesaBci ordinary share on the day of each disposal or, in any case, the last price available.

As already announced at the time of the presentation of the Business Plan, it was underlined that the Bank will choose solutions capable of minimising the impact on the market.

 

The Extraordinary Shareholders’ Meeting approved a Stock option plan for the management of Gruppo IntesaBci, connected to the execution of the 2003-2005 Business Plan, and in particular resolved to:

1.             attribute to the Board of Directors of the power to increase share capital, pursuant to Art. 2443 of the Italian Civil Code, with the exclusion of pre-emptive rights for existing shareholders pursuant to Art. 2441, par. 8 of the Italian Civil Code, one or more times, within a five-year period from the date of the present resolution of the Shareholders’ Meeting, for a maximum amount of 52,000,000.00 euro through the issue of a maximum of 100,000,000 IntesaBci Spa ordinary shares of nominal value 0.52 euro each, to be offered for subscription to employees of IntesaBci and of subsidiary companies subject to the latter’s control at a price determined by the Board of Directors as the arithmetical average of the stock prices struck by the IntesaBci ordinary share on the regulated market managed by Borsa Italiana (MTA) in the period from the date of assignment of the Options to the same day of the previous calendar month;

2.    give mandate to the Board of Directors to approve the Regolamento which will regulate the aforementioned Stock option plan in the respect of the guidelines submitted to the Shareholders’ Meeting.

 

Furthermore, the Shareholders’ Meeting approved the project for the merger in IntesaBci Spa of BIL Servizi Finanziari Spa, Finreme Sim Spa and Immobiliare Maram Srl through the annulment without substitution of the shares which make up the entire share capital of the absorbed companies held by the Parent Company.

 

Lastly, the Shareholders’ Meeting resolved to modify the corporate name,  with effects as of 1st January 2003, to “Banca Intesa Spa” or in abbreviated form  “Intesa Spa” and consequently the Group name becomes “Gruppo Banca Intesa” or, in abbreviated form, “Gruppo Intesa”.

 

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The Board of Directors which met today at the end of the Shareholders’ Meeting approved the Regolamento of the Stock option plan, which in particular sets out the following:

1                    the Plan may involve in total up to a maximum of 250 positions in two assignment cycles, the first within 31st January 2003 and the second within 31st July 2003. The Options assigned will refer for one third to each of the fiscal years 2003, 2004 and 2005;

2                    the Options are divided in two different categories, based on the different performance objectives which are the condition for the exercise of the Options themselves: the first category, “Class A options”, refers to rights to be assigned to all the Beneficiaries of the Plan; the second category, “Class B options” distributed in addition to Class A options, refers to rights to be assigned to the CEO and the other managers identified by the Board of Directors, following the proposal made by IntesaBci’s CEO;

3                    the exercise of the Options is conditional upon the achievement of the following performance objectives for each of the years to which the options refer (2003, 2004, 2005):

3.1              Class A options: the return on the IntesaBci ordinary share for the reference fiscal year be at least equal to the average return on BTP (fixed income Government bonds) with a three-year maturity registered in the offering of such bonds to the market in the reference fiscal year;

3.2              Class B options: the return of the IntesaBci ordinary share for the reference fiscal year be at least equal to twice the average return on BTP (fixed income Government bonds) with a three-year maturity registered in the offering of such bonds to the market in the reference fiscal year;

moreover, for both Classes of Options a further minimum requirement for the exercise of the rights referred to the fiscal years 2004 and 2005 is that the financial indicator EVA in 2004 is positive and that EVA for 2005 is higher than in the previous year;

4.         the Options will be exercisable in tranche starting from 2005.

 

The Board of Directors also approved the Code of Conduct regarding the disclosure requirements related to “Internal Dealing” in force as of 1st January 2003, in compliance with provisions contained in the Regolamento issued by Borsa Italiana Spa.

 

The Code sets forth that transactions on listed financial instruments issued by IntesaBci Spa and by the Group carried out by “Relevant parties” must be communicated according to the timing provided for by the aforementioned Regolamento. However IntesaBci decided to adopt limits which are even more restrictive than those required by Borsa by halving the thresholds for communication for the purpose of ensuring greater transparency. The Code sets forth that:

-         quarterly disclosure will be applied to transactions which, individually or cumulated with other transactions carried out in each reference quarter, equal or exceed 25,000.00 euro for each declaring party;

-      prompt disclosure is required for transactions which exceed 125,000.00 euro for each declaring party.

 

The exercise of stock options or other option rights are included in the disclosure requirements contained in the Code. In the case of disposals, if shares sold come from the simultaneous exercise of stock options, this must also be indicated.

 

The Code of Conduct also forbids transactions by Relevant parties in the 30 days preceding the Board of Directors Meeting summoned to approve the draft annual financial statements and the half-year report and in the 15 days preceding the Board of Directors Meeting summoned to approve the quarterly reports.

 

The Regolamento of the Stock option plan and the Code of Conduct on Internal Dealing will be made available on the Company’s website: www.intesabci.it.

 

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Pursuant to provisions contained in Art. 2 (Title I A.2, Section I A.2.1) of the Instructions to the Regolamento dei mercati organizzati e gestiti da Borsa Italiana Spa (Regulations of the Markets organised and managed by Borsa Italiana Spa), and for the sole and exclusive purpose of complying with specific provisions issued by Borsa Italiana Spa, the payment of any dividends on 2002 results will occur in April 2003.