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INTESA SANPAOLO: ORDINARY SHAREHOLDERS' MEETING

Turin - Milan, April 22nd 2013 – At the Ordinary Shareholders’ Meeting of Intesa Sanpaolo held today, the resolutions detailed below were passed.

1.

Item 1 on the agenda, proposal for allocation of net income relating to the financial statements as at 31 December 2012 and distribution of dividends. A dividend of 5 euro cents has been assigned to each of the 15,501,512,155 ordinary shares outstanding and a dividend of 6.1 euro cents has been assigned to each of the 932,490,561 savings shares outstanding, before tax, for a total disbursement of dividends of 831,957,531.97 euro. Dividends not distributed in respect of any own shares held at the date of detachment of coupon will be allocated to the extraordinary reserve. Dividends will be made payable as of 23 May 2013 (with detachment of the coupon on 20 May and record date - the day on which entries in the records count for the purpose of determining the right to receive payment of dividends - on 22 May). The dividend yield is 3.8% per ordinary share and 5.5% per savings share based on today’s stock price.

 

2.

Item 2 on the agenda, resolutions with respect to the Supervisory Board:

a) Determination of the number of Supervisory Board members for financial years 2013/2014/2015. The shareholders set the number of Board members at 19.

b) Appointment of Supervisory Board members for financial years 2013/2014/2015 (on the basis of lists of candidates submitted by shareholders, pursuant to art. 23 of the Articles of Association). The shareholders appointed the 19 Supervisory Board members listed below. The composition of the Board complies with regulatory provisions concerning gender balance. 16 of the newly-appointed members declared their compliance with the independence requirements set forth in the Corporate Governance Code of listed Companies promoted by the Italian Stock Exchange, and 4 of these declared their enrollment with the Register of Statutory Auditors and that they had practised as auditors for at least three years.
 

   

Enrolment with the Register of Statutory Auditors and practice as an auditor

Independence requirements set forth in the Corporate Governance Code

List number

Majority/minority list

1. Giovanni Bazoli  

No

No

1

majority

2. Jean Paul Fitoussi

No

Yes

1

majority

3. Mario Bertolissi

No

Yes

2

minority

4. Gianfranco Carbonato

No

No

1

majority

5. Rossella Locatelli

No

No

1

majority

6. Jacopo Mazzei

No

Yes

2

minority

7. Rosalba Casiraghi

Yes

Yes

3

minority

8. Beatrice Ramasco

Yes

Yes

1

majority

9. Giulio Lubatti

Yes

Yes

1

majority

10. Gianluigi Baccolini

No

Yes

2

minority

11. Carlo Corradini

No

Yes

1

majority

12. Monica Schiraldi

No

Yes

1

majority

13. Edoardo Gaffeo

No

Yes

2

minority

14. Giuseppe Berta

No

Yes

1

majority

15. Marco Mangiagalli

No

Yes

3

minority

16. Franco Dalla Sega

Yes

Yes

1

majority

17. Francesco Bianchi

No

Yes

2

minority

18. Pietro Garibaldi

No

Yes

1

majority

19. Piergiuseppe Dolcini

No

Yes

1

majority

 

 

12 members were appointed from List 1, the majority list submitted by Compagnia di San Paolo and Fondazione Cariplo. The members elected were: Giovanni Bazoli, Jean Paul Fitoussi, Gianfranco Carbonato, Rossella Locatelli, Beatrice Ramasco, Giulio Lubatti, Carlo Corradini, Monica Schiraldi, Giuseppe Berta, Franco Dalla Sega, Pietro Garibaldi and Piergiuseppe Dolcini;
5 members were appointed from List 2, a minority list submitted by Fondazione Cassa di Risparmio di Padova e Rovigo, Ente Cassa di Risparmio di Firenze and Fondazione Cassa di Risparmio in Bologna. The members elected were: Mario Bertolissi, Jacopo Mazzei, Gianluigi Baccolini, Edoardo Gaffeo and Francesco Bianchi;
2 members were appointed from List 3, a minority list submitted by Aletti Gestielle SGR S.p.A., Allianz Global Investors Italia SGR S.p.A., Anima SGR S.p.A., Arca SGR S.p.A., BancoPosta Fondi SGR S.p.A., BNP Paribas Investment Partners SGR S.p.A., Eurizon Capital SGR S.p.A., Eurizon Capital SA, Fideuram Investimenti SGR S.p.A., Fideuram Gestions SA, Interfund Sicav, Mediolanum Gestioni Fondi SGR S.p.A., Mediolanum International Funds Limited, Pioneer Asset Management SA and Pioneer Investment Management SGRp.A. The members elected were: Rosalba Casiraghi and Marco Mangiagalli.
Consob sent a letter transmitted by fax at 19:27 of April 19th  2013 - attached to this press release and read out during the Shareholders’ Meeting - whereby the Regulator asked the Supervisory Board of Intesa Sanpaolo to make known at the Meeting of today April 22nd the Board’s consideration as to (reproducing Consob letter verbatim): “whether the Assogestioni list may be deemed a list associated to the list submitted by Compagnia di Sanpaolo and Fondazione Cariplo, in the light of the behaviour of the subsidiary Eurizon in the process of selection of candidates of the Assogestioni list”.
This request from Consob - as understood from the letter of last Friday evening - was sent after the Regulator had directly acquired from Eurizon information in respect of the circumstance that the asset management company “took part in the discussions and resolutions of the asset managers’ Committee concerning the choice of candidates of the Assogestioni list, and that its interventions influenced the process of selection of these candidates”.
In consideration of the above, with specific and preliminary reference to the issue of Eurizon’s behaviour in the preparation, as an Assogestioni associate, of the list to submit at the convened Shareholders’ Meeting for the renewal of the Intesa Sanpaolo Supervisory Board, and taking into account the outcome of an in-depth analysis of the matter, the following observations are made:
a) Eurizon is equipped with specific independence measures in order to protect its autonomy, in accordance with the industry regulations. Furthermore, Eurizon adopted the “Protocol of Autonomy for the management of conflicts of interest” laid out by Assogestioni, and its implementing procedures;
b) the Protocol of Autonomy adopted by Eurizon states that asset management companies do not exercise voting rights attached to shares belonging to the portfolios managed, issued by direct or indirect parent companies. The company may nonetheless aggregate shares belonging to the portfolios managed, issued by direct or indirect parent companies, for the purpose of reaching the minimum shareholding required by the regulations in force from time to time to submit lists of candidates for the renewal of corporate offices of the parent companies in question;
c) with reference to regulatory provisions (quoted in the letter from Consob) included in art. 2.5 of “Regulation of functioning of the Asset Managers’ Committee” of Assogestioni (under which “Parties who are in conflict of interest, for their own account or on behalf of third parties, with respect to the issues under discussion, shall not take part in the discussions and resolutions of the asset managers’ Committee”), it results that confirmation has promptly been given within Assogestioni (specifically by the Manager of Institutional Relations and Corporate Governance of the Association) that “as regards the discussion about the submission of a list of candidates for the appointment of minority representatives to the boards of the parent company, a representative of an asset management company who is possessed with independence measures set by the industry regulation, and is factually not in conflict of interest for his/her own account or on behalf of third parties, may legitimately take part in the discussion and voting”;
d) as far as is known, within the aforementioned asset managers’ Committee, Eurizon disclosed in the full exercise of its autonomy and in respect of one of the potential candidates of the list to submit for the renewal of the Intesa Sanpaolo Board, that the candidate didn’t meet one of the independence requirements provided for by “Principles for the selection of candidates for the appointment to the boards of listed companies” adopted by Assogestioni. This is attributable to the circumstance that the candidate involved resulted to be a partner of a well-known law firm whose significant professional relations both with the parent company Intesa Sanpaolo and with Eurizon itself, as ascertained, Eurizon had represented within the Committee. Note that pursuant to articles 1.4 and 1.5 of the mentioned “Principles”, the Assogestioni candidates: “… do not pursue any activities in current or prospect conflict of interest with the main or accessory activity of the company to whose board they are candidates, nor do they belong, run or manage professional or commercial structures involved”; “… are independent, in so far as they do not hold, nor have they recently held, not even indirectly, with the company to whose board they are candidates ….such relations as to currently prejudice their independent judgment”;
e) as confirmed by Consob (note 1, page 3 of its letter), Eurizon did not take part in the meeting of the asset managers’ Committee of Assogestioni on March 18th 2013 at which the final list was approved.
Without prejudice to the above, the Intesa Sanpaolo Supervisory Board, with reference to the specific request from Consob concerning affiliation between lists, does not see the existence of any elements that can give rise to relationships of affiliations - pursuant to Art. 148, par. 2, of Consolidated Law on Finance (TUF) (applicable to the Supervisory Board ex Art. 148, par. 4-bis, TUF) - between parties who jointly submitted list 3 through Trevisan & Associati Law Firm, among which Eurizon (to whom the letter from Consob specifically makes reference), and parties which submitted list 1, namely Compagnia di San Paolo and Fondazione Cariplo. What stated above takes into account both the cases of affiliation listed in Art 144-quinquies, par. 1, of Issuers’ Regulation and the additional indications included in Consob Communication DEM/9017893 of February 26th 2009.

c) Election of the Chairman and Deputy Chairpersons of the Supervisory Board for financial years 2013/2014/2015 (pursuant to art. 23.8 of the Articles of Association). The shareholders appointed Giovanni Bazoli as Chairman and Mario Bertolissi and Gianfranco Carbonato to the role of Deputy Chairperson.

d) Determination of remuneration due to Supervisory Board members for financial years 2013/2014/2015 (pursuant to art. 23.13 of the Articles of Association). The shareholders determined the following gross remuneration in relation to the posts held:
Supervisory Board Member: 100,000 euro per year;
Chairman: additional remuneration of 800,000 euro per year;
Deputy Chairperson: additional remuneration of 100,000 euro per year;
Secretary: additional remuneration of 100,000 euro per year;
Committee Chairman: additional remuneration of 30,000 euro per year;
Committee Member: attendance fee of 1,800 euro per meeting.
 

3.

Item 3 on the agenda, remuneration and own shares:

a) Remuneration policy for Management Board Members. The shareholders approved the remuneration policy for Management Board Members who will be appointed by the Supervisory Board for financial years 2013/2014/2015.

b) Report on Remuneration: resolution pursuant to art. 123-ter, paragraph 6 of Legislative Decree 58/1998. The shareholders approved the Intesa Sanpaolo Report on Remuneration, with specific reference to the following paragraphs of Section I: 1 - “Procedures for adoption and implementation of the remuneration policies”, and 5 - “Remuneration policy for employees and other staff not bound by an employment agreement” only with regard to the General Managers and Key Managers.

c) Proposal to approve the Incentive System based on financial instruments and authorise the purchase and use of own shares. The shareholders approved the Incentive System for 2012 covering a part of the Management and the so-called “risk takers”. This system provides for the assignment, for free, of Intesa Sanpaolo ordinary shares to be purchased on the market. The shareholders also authorised the purchase and use of own shares to ensure implementation of the system:
- for this purpose, Intesa Sanpaolo ordinary shares will be purchased, also in several tranches, up to a maximum number of shares and a maximum percentage of Intesa Sanpaolo share capital calculated by dividing the total amount of approximately 18,000,000 euro by the official price recorded today by the share. Being 1.319 euro the official price recorded today for an Intesa Sanpaolo ordinary share, the maximum number of shares to be purchased on the market to meet the total requirement of the Incentive System for the whole Intesa Sanpolo Group amounts to 13,646,702, equal to around 0.09% of the ordinary share capital and around 0.08% of the total share capital;
- share purchases will be carried out in compliance with provisions included in articles 2357 and following of the Italian Civil Code, within the limits of distributable income and available reserves as reported in the most recent financial statements approved. Pursuant to art. 132 of Legislative Decree 58 of 24 February 1998 and art. 144-bis of Consob Resolution 11971/99 and subsequent amendments, purchases shall be made on regulated markets in accordance with trading methods laid down in market rules;
- following the shareholders’ authorisation at today’s Meeting, effective for a maximum period of 18 months, the purchase will be made at a price identified on a case-by-case basis, net of accessory charges, with a maximum and minimum price determined using the following criteria: the minimum purchase price cannot be lower than the reference price the share recorded in the stock market session on the day prior to each single purchase transaction, decreased by 10%; the maximum purchase price cannot be higher than the reference price the share recorded in the stock market session on the day prior to each single purchase transaction, increased by 10%;
- furthermore, pursuant to article 2357 ter of the Italian Civil Code, the Shareholders’ Meeting authorised the disposal on the regulated market of any own ordinary shares exceeding the Incentive System’s requirements - using the same methods provided for their purchase and at a price no lower than the reference price recorded by the share in the stock market session on the day prior to each single transaction decreased by 10%. Alternatively, they may be retained for the service of any future incentive plans.

 

 

 

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investor.relations@intesasanpaolo.com

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