ARTICLES OF ASSOCIATION

Transcription

1 Head office in Via San Carlo 8/20, Modena, Italy Modena Companies Register and tax code Share capital at 31 December 2013 Euro 1,001,482,977 ARTICLES OF ASSOCIATION updated with the amendments decided by the Extraordinary Shareholders' Meeting of 7 June 2014

2 FORMATION, NAME, OBJECTS, DURATION AND REGISTERED OFFICES Article 1 1. Banca Popolare dell'emilia, formed by deed on 29 December 1983, on 1 May 1992 took the name: Banca Popolare dell'emilia Romagna, Società cooperativa, which can be abbreviated to "BPER". 2. The Company is governed by the applicable legislation and the regulations contained in these articles of association. Article 2 1. The Company, acting in accordance with cooperative principles, takes deposits and makes loans to both members and non-members. 2. The Company contributes to the development of productive activities, with particular reference to small and medium-sized firms and encourages saving by the public in all its forms. 3. In accordance with its corporate objectives, the Company provides certain benefits to the members that make use of its services. 4. As the Parent Company of the "Banca popolare dell'emilia Romagna" Banking Group, as defined in art. 61 of Decree 385/1993, the Company carries out management and coordination activities and issues directives to the members of the Group for implementation of the instructions received from the Bank of Italy and other Supervisory Authorities in the interests of the Group's stability. Article 3 The duration of the Company is fixed until 31 December 2100, and may be extended. Article 4 The registered offices of the Company are in Modena. Subject to receipt of the required authorisations, the Company may open or close branches and representative offices in Italy and abroad. SHAREHOLDERS' EQUITY, SHAREHOLDERS AND SHARES Article 5 The shareholders' equity of the Company comprises: a) share capital; b) the ordinary/legal reserve; c) the extraordinary reserve; d) other provisions and reserves. Article 6 1. Share capital is variable and is represented by the total number of registered shares, nominal value Euro 3.00 each, subscribed for by the shareholders. 2. The issue of shares, which is without limit, may be decided in the following ways: a) routinely by the Board of Directors; b) exceptionally, by a resolution adopted at an Extraordinary Shareholders' Meeting, or by the Board of Directors, when such jurisdiction is given to it by law or the Articles of Association. Page 2 of 23

3 3. If the shares are quoted on a regulated market, the issue of new shares can only take place in accordance with the paragraph 2, letter b). 4. The Meeting may authorise the Board of Directors, acting in accordance with the applicable legislation, to issue shares and bonds convertible into the shares of the Company. 5. Shares are not divisible and may not be held jointly. 6. If a share becomes the property of several persons, the joint ownership rights must be exercised by a common representative. 7. Within the limits established by current regulations, the Company may issue categories of shares carrying different rights with respect to the ordinary shares, and may determine such rights. 8. All the shares belonging to the same category carry the same rights. 9. The Extraordinary Shareholders' Meeting of 3 September 2011 has granted to the Board of Directors, in accordance with article 2420-ter of the Italian Civil Code, the power, which can be exercised within a maximum of five years from the date of the resolution: (i) to issue, in one or more tranches, bonds convertible into ordinary shares of the Company, for a total maximum amount at par of Euro 250,000,000.00, to be offered to those entitled to them; and, therefore, (ii) to increase the share capital for payment, in one or more tranches, also in separate issues, for a total maximum amount of Euro 250,000, including any share premium, irrevocably and exclusively to serve the conversion of these bonds, by issuing ordinary shares of the Company with regular dividend and voting rights and the same characteristics as the ordinary shares of the Company in circulation at the issue date. 10. The Extraordinary Shareholders' Meeting held on 7 June 2014 approved an increase in share capital for payment of a total maximum amount of Euro 750,000,000.00, including any share premium, to take place by 31 December 2014, in one or more tranches, by means of an issue of new ordinary shares of a par value of Euro 3.00 each, to be offered in the form of a rights issue to those entitled to them pursuant to art of the Civil Code. The foregoing Extraordinary Shareholders' Meeting granted the Board of Directors the broadest possible powers to decide: (i) the issue price of the newly issued ordinary shares, including any share premium, taking into account, among other things, market conditions, the price performance of the Company's shares, its economic and financial results, as well as market practice for similar operations, nearer the time of the offer. The issue price will be determined by applying a discount to the theoretical ex-right price ("TERP") of the ordinary shares, calculated using current methods, based on the official market price on the trading day prior to the final decision or, if available, based on the official market price on the same day as the final decision is made. The issue price of each ordinary share, taking into account any share premium, cannot be lower than its par value (Euro 3.00); (ii) as a result of the provisions of paragraph (i), the portion of the price attributable to share capital, the maximum number of shares to be issued and the option allocation ratio, making any roundings that may be necessary; (iii) the timing for the execution of the increase in capital, in particular for the launch of the offering prior to the final deadline of 31 December 2014, and the subsequent offer of any unexercised rights to the market at the end of the subscription period. If by 31 December 2014, the increase in capital is not fully subscribed, the share capital will be increased by an amount equal to the subscriptions received. 11. On 16 September 2014, given the resolution resulting from public deed under art bis of the Italian Civil Code, as notarised by Franco Soli, Notary Public in Modena, repertory no , file no , in approving the merger with Banca popolare Emilia Romagna soc.coop. of Banca Popolare del Mezzogiorno S.p.A., Banca della Campania S.p.A. and Banca Popolare di Ravenna S.p.A., the Board of Directors resolved to increase the share capital by issuing ordinary shares with a par value of Euro 3.00 each, with regular dividend and voting rights and the same characteristics as those in circulation, which will be reserved to service the share exchange with the shareholders, other than the Merging Company: (i) Banca Popolare del Mezzogiorno S.p.A., up to 1,676,382 Page 3 of 23

4 shares for a maximum of Euro 5,029,146; (ii) Banca della Campania S.p.A., up to 275,879 shares for a maximum of Euro 827,637; (iii) Banca Popolare di Ravenna S.p.A., up to 1,717,006 shares for a maximum of Euro 5,151,018. Article 7 1. Acting on a proposal from the Board of Directors, each year upon approval of the financial statements, the Shareholders' Meeting takes account of the reported equity reserves and determines the amount payable on the subscription for shares, in addition to the nominal value of each new share, together with the amount of the adjusting interest. 2. If relations with members are terminated pursuant to current legislation and these articles of association, the Board of Directors determines the redemption price for the shares concerned in accordance with the applicable legislation. 3. The Board of Directors also determines the fee for admission as a member. 4. Via a specific resolution, the Board of Directors may set in advance for each year the maximum number of shares that may be subscribed for, within the legal limits set on the ownership of shares, by each member or by those who are admitted as members. Article 8 1. Physical persons may be admitted as members, except for those who find themselves in the situations covered by art. 11 below. 2. In addition, legal persons, companies of all types, consortia and associations may also be admitted as members. 3. Admission as a member is subject to owning a certain minimum number of shares, which is fixed at least once a year by the Board of Directors, also taking into account the trend in the share's market price, but in any case not more than 500 (five hundred) shares. 4. The legal representatives of the members referred to in the paragraph 2 and those of minors exercise all the rights available to the persons represented, but acting in this role are not eligible for election as directors and officers. Article 9 1. Persons wishing to be admitted as a member must submit a written application to the Board of Directors, confirming their acceptance of the articles of association and the corporate regulations. 2. Applications for membership must indicate the personal information, citizenship, residence and all other information and declarations required by law or by the Company pursuant to these articles of association and the corporate regulations. 3. The Board of Directors decides, with reasons, on applications for admission as a member, having regard for the interests of the Company, the articles of association and the cooperative spirit. 4. When applications by a shareholder for admission as a member are accepted by the Board of Directors, the interested party is notified and the Register of Members is updated. 5. If admission as a member is denied but a request to review the decision is received on the basis and within the timescale established by law, the Board of Directors must review the application based on the decision of the Board of Arbiters, established in accordance with the articles of association and supplemented by a representative of the candidate member. 6. In the absence of admission as a member, the only rights that may be exercised in relation to shares held are those relating to the equity of the Bank. Article 10 The owner of the shares, whose application has been accepted, acquires membership status on inclusion in the Register of Members, after having paid the admission fees and any balance of interest due. Page 4 of 23

5 Article 11 Membership is denied to banned or forbidden persons, who have been sentenced with the exclusion from holding public office or executive positions in companies, whether on a temporary or permanent basis. Article No-one may hold shares with a total nominal value in excess of the limit on the ownership of share capital established by law. 2. Persons who, due to inheritance or for other reasons, become holders of shares whose nominal value exceeds the maximum established by law, must dispose of the excess shares within one year of such excess being notified. 3. In the absence of compliance within this period, the Board of Directors will suspend the payment of dividends on the excess shares and will redeem them pursuant to the second paragraph of art. 7. Article 13 In the event of the death of a member, the heirs are entitled to apply - pursuant to and for the effects established in arts. 9 and 10, and within two years of the start of the succession process - for admission as members for the inherited shares. Article Withdrawal is only allowed in the cases envisaged by law. 2. The provisions of the second paragraph of art. 7 apply to the redemption of the shares held by the withdrawing shareholder. Article In addition to the situations envisaged by law, the Board of Directors may exclude members who find themselves in one of the situations described in art. 11; as well as: a) those who force the Company to take legal action by failing to comply with contractual obligations; b) those responsible for acts that damage the interests or the prestige of the Company. 2. Members notified of exclusion by registered letter may appeal to the Board of Arbiters within thirty days of notification, without prejudice to the right to challenge the decision in court as allowed by law. 3. The Board of Arbiters decides within thirty days of receiving the appeal. 4. Excluded members are entitled to the redemption of their shares pursuant to the second paragraph of art. 7, without prejudice to the provisions of art. 19. Article The Board of Directors cancels any shares that are redeemed. 2. The sum of money corresponding to the redeemed shares is held for the account of the rightful owners. Article 17 By resolution of the Board of Directors, the Company may purchase or redeem its own shares, on condition that such purchases or redemptions are carried out within the limits of the distributable profits and available reserves reported in the latest approved financial statements and allocated for this purpose at the Shareholders' Meeting. The Board may place with others or cancel the shares purchased. Page 5 of 23

6 Article Shareholders participate in the dividends declared at the Shareholders' Meeting with effect from the start of the year or from some other moment as decided by the Meeting. 2. Dividends that are not collected within five years of becoming payable are devolved to the Company. Article Shares may not be pledged or otherwise restricted with effects for the Company without authorisation from the Board of Directors. 2. Pledges and all other restrictions are effective in relation to the Company from the time they are recorded in the Register of Members. 3. In the case of pledges and the transfer of enjoyment rights, the shareholder nevertheless retains the right to vote at Shareholders' Meetings. 4. All shares deposited for whatever purpose with the Company are understood, by specific agreement of the shareholders, to be restricted in guarantee of any amounts directly or indirectly due to the Company by the shareholder concerned, and the right of the Company to retain such shares is expressly recognised. 5. If the shareholder is in default, the above shares may be sold by the Company for the account of the shareholder, or they may be purchased or redeemed pursuant to art. 17, and the proceeds offset against and to the extent of the amount due to the Company. OPERATIONS OF THE COMPANY Article In order to achieve its corporate objects, the Company may in compliance with current regulations carry out all permitted banking and financial operations and services, as well as all other operations that are useful or in any case related to the achievement of its objects. 2. The Company may issue bonds, including those convertible into shares, in compliance with the applicable legislation. Article If savings books containing amounts not exceeding those envisaged by special laws are stolen, lost or destroyed, a duplicate will be issued to the party notifying the loss after ten days have elapsed from the posting of such notice in the public areas of the registered office or at the branch that issued the book, on condition that no opposition is presented during that period. 2. In this last case, the duplicate is only issued on receipt of an order from the judicial authorities. CORPORATE BODIES OF THE COMPANY Article 22 Having regard for the duties imposed by law and the following provisions, the corporate functions are carried out by: a) the Shareholders' Meeting; b) the Board of Directors; c) the Board of Statutory Auditors; d) the Board of Arbiters; e) General Management. Page 6 of 23

7 SHAREHOLDERS' MEETING Article The shareholders meet in ordinary or extraordinary session. 2. Meetings are held at the location specified in the notice of meeting, on condition that this is in Italy. 3. The meetings are valid if held using remote communications systems, on condition that the identity of the persons entitled to attend is assured and that all participants are able to intervene in real time in discussions about the matters on the agenda, as well as to vote on the resolutions. In any case, the Chairman and the Secretary must be present at the place indicated in the notice of calling, as mentioned above, and the meeting is deemed to be held in that place. 4. The Shareholders' Meeting is called by the Board of Directors within the timescale established by current regulations, via the publication of a notice on the Company's web site and in the daily newspapers "Il Sole 4 Ore" and "QN Quotidiano Nazionale". The Meeting may also be called by the Board of Statutory Auditors, or by at least two Statutory Auditors, in the circumstances established by law. 5. The Board of Directors must call a Shareholders' Meeting, without delay, on receipt of written application by at least one twentieth of the shareholders entitled to vote at the date of the request. The signature of each applicant must be authenticated by the Company or by the intermediaries holding accounts in which are recorded the shares issued by the Company and held by the member making the application, or by notaries. The application must be accompanied by the deposit of the certificates of participation in the centralised share management system, confirming the applicants' right to make such a request. 6. On the basis, with the timing and within the limits established by law, members representing (i) a number not less than one-fiftieth of the Members entitled to vote at the date of the request or (ii) individually or jointly, a shareholding of not less than one-fiftieth of the share capital may, by written request, ask to integrate the list of matters to be discussed at the Shareholders' Meeting, specified in the notice of calling, or to submit proposed resolutions on matters already on the agenda. The signature of each applicant must be authenticated by the Company or by the intermediaries holding accounts in which are recorded the shares issued by the Company and held by the member making the application, or by notaries. The application must be accompanied by the deposit of the certificates of participation in the centralised share management system, confirming the applicants' right to make such a request. Extension of the list of matters to be discussed pursuant to this paragraph cannot include matters for which, by law, the Meeting adopts resolutions based on a proposal from the Directors, or based on a draft or a report prepared by them. Article The Ordinary Shareholders' Meeting must be called at least once each year, within 120 (one hundred and twenty) days of the end of the financial year. 2. The Ordinary Shareholders' Meeting: on the reasoned proposal of the Board of Statutory Auditors, appoints the Independent Auditors from among the registered auditing firms, determines their fees and any criteria for fee adjustments during their period of office; can, under certain circumstances, revoke their appointment, having consulted with the Statutory Auditors; determines, in accordance with applicable legal and regulatory requirements, the remuneration payable to the Directors. The remuneration of Directors that perform special duties pursuant to the articles of association is established by the Board of Directors, having heard the opinion of the Board of Statutory Auditors; determines the fees payable to the Statutory Auditors; approval of the remuneration policies in favour of the bodies with supervisory, management and Page 7 of 23

8 control functions and the staff; approves any remuneration plans based on the use of financial instruments; can appoint an Honorary Chairman from among those - not necessarily members of the Board of Directors - who have made a significant contribution to the Company's prestige and development. The position of Honorary Chairman is not remunerated; resolves on all other matters reserved for it by law. 3. The Extraordinary Shareholders' Meeting resolves on all matters reserved for it by law. 4. Shareholders have the right to attend the Meeting and exercise their voting rights if they have been recorded in the Register of Members for at least 90 (ninety) days and for whom, in accordance with current legislative and regulatory requirements, by the end of the third market trading day prior to the date set for the Meeting at first calling or by some other deadline established by current regulations, the Company has received the communication from the intermediary authorised to keep accounts on which financial instruments are registered. 5. Each shareholder has one vote, regardless of the number of shares held. 6. Shareholders may be represented at the Meeting by another shareholder, in accordance with the law. Members of the Board of Directors, Board of Statutory Auditors or employees of the Company or of its subsidiaries cannot act as proxies. Proxies, which are valid at both first and second calling, must be given in writing, they must indicate the name of the proxy-holder and the signature of the person giving the proxy must be notarized by nominees of the Company, by intermediaries authorised to keep accounts on which financial instruments are registered or by a notary. 7. No shareholder may represent more than five other shareholders, except in cases of legal representation. 8. Postal voting is not allowed. 9. In accordance with current regulations, the Board of Directors can allow votes to be cast before and/or during the Shareholders' Meeting, without requiring the physical presence of the person or their proxy, through the use of electronic devices in ways to be communicated in the notice of calling of the Shareholders' Meeting, such as to ensure the identification of those who have the right to vote, security of communications and, in case of a secret ballot, secrecy. 10. Members of the Board of Directors may not vote on resolutions regarding their responsibility for actions. Article The Ordinary Shareholders' Meeting is quorate at first calling with the presence, in person or by legal representation or by proxy, of at least one fifth of the shareholders entitled to attend the Meeting, and is quorate at second calling regardless of the number present. 2. The Extraordinary Shareholders' Meeting is quorate in first calling, even in cases where the law requires a special majority, with the presence, in person or by legal representation or by proxy, of at least one eighth of the shareholders entitled to attend, and is quorate in second calling if attended by at least one percent of such shareholders. Article The Meeting is chaired by the Chairman of the Board of Directors or by his alternate pursuant to the articles of association or, failing this, by the person elected by those present. The Chairman of the Meeting checks that the Meeting is quorate, verifies the identity and rights of those present, moderates the business conducted and determines the results of voting. 2. Except as provided in the second paragraph of art. 29, the Secretary of the Ordinary Meeting is the Secretary of the Board of Directors or, if absent, another shareholder appointed by the Meeting. 3. The Chairman selects two or more scrutineers from among those present. Page 8 of 23

9 Article The Ordinary Shareholders' Meeting adopts resolutions by an absolute majority of the votes cast, except if electing directors and officers when the list voting system described in arts. 31, 32, 33, 43, 44, 44-bis and 46, is used. 2. The Extraordinary Shareholders' Meeting adopts resolutions by a majority of two thirds of the votes cast. 3. In all cases, resolutions to change the corporate objects, transfer the registered offices abroad and wind up the Company early must be adopted with the votes in favour of at least one tenth of the shareholders entitled to attend the Meeting pursuant to the fourth paragraph of art Voting at the Meeting is conducted in public. 5. Voting for the appointment of directors and officers is by secret ballot, except for the Honorary Chairman. On the Chairman's proposal, the Meeting can decide to go ahead with an open vote. Article If discussion of the agenda is not completed in one session, the Chairman may adjourn the Meeting for not more than eight days by making a declaration to those present, without any need for further notice to be given. 2. In the second session, the Meeting is quorate and adopts resolutions with the same majorities that were applied to establish the quorum and the validity of the resolutions for the Meeting that is being continued. Article The resolutions adopted at the Meeting must be recorded in the minutes, prepared by the Secretary, that are signed by the Chairman, the Secretary and the scrutineers, if appointed. 2. In the circumstances required by law and when considered appropriate by the Chairman, the minutes are taken by a notary appointed by the Chairman. 3. The Minute Book of the Meetings and extracts from it, the conformity of which is certified by the Chairman or authenticated by a notary, represent evidence of the business and the resolutions adopted at the Meetings. BOARD OF DIRECTORS Article The Board of Directors comprises nineteen Directors elected at the Meeting from among the shareholders. 2. The members of the Board of Directors remain in office for three years and their mandate expires on the date of the Meeting called to approve the financial statements for the last year of their appointment. They can be re-elected. 3. The Board is renewed over the three-year period, partially each year, to the extent of six Directors the first year, seven Directors the second year and six Directors the third year. 4. The composition of the Board of Directors has to ensure gender balance in accordance with current regulations. Article The members of the Board of Directors are elected from lists presented by the members in which the candidates are listed with a progressive number. 2. The presentation of lists has to satisfy the following requirements: a) the list, with the signature of each presenting member, authenticated by nominees of the Company, by the intermediaries authorised to keep accounts on which financial instruments Page 9 of 23

10 are registered, or by notaries, has to be presented by a minimum of 500 (five hundred) members, or by members who separately or together hold BPER shares representing not less than 0.50% of the share capital; b) the list must contain a number of candidates equal to the number of Directors to be elected, with a number of the less represented gender to ensure that the list complies with the gender balance at least to the minimum extent required by law, rounding up to the next unit in the event of a fractional number; c) of the candidates at least two, to be specifically identified, must meet the independence requirements established for Statutory Auditors by art. 148, third paragraph, of Decree 58 dated 24 February 1998, as well as any other legislative requirements that are currently applicable (the "Independence Requirements"); d) the list must be filed at the Company's registered offices within the terms and methods established by current regulations; e) together with the list, the presenting members must file at the registered offices of the Company all of the documents and declarations required by law, and in any case: (i) the declarations from each candidate accepting their candidature and confirming, under their own responsibility, the absence of reasons for which they cannot be elected or other incompatibilities, and that they meet the requirements for appointment established by these articles of association and by current regulations and whether they meet the Independence Requirements; (ii) a full description of the personal and professional characteristics of each candidate, with an indication of the directorships and audit appointments held in other companies; (iii) information on the identity of the members presenting the lists, indicating their percentage shareholding, to be confirmed according to the terms and methods established by current regulations. 3. The status of candidate belonging to the less represented gender and that of candidate that satisfies the Independence Requirements can be combined in the same person. 4. The lists submitted without complying with the above terms and conditions will be considered as not submitted and will not be admitted to the vote. 5. Any irregularities on the list that relate to individual candidates only entail the exclusion of the candidate(s) concerned. 6. Each member may only present or contribute to the presentation of one list of candidates; in the event of non-compliance, their signature is ignored in relation to all lists. 7. Each candidate may only appear on one list or, otherwise, will be ineligible for election. 8. Each shareholder may only vote for one list of candidates. Article The procedure for the election of the Board of Directors is described below. 2. If more than one list is validly presented, the following provisions apply From the list that obtained the highest number of votes are taken, in the progressive order in which they are listed in the list, all of the Directors to be elected, except one The last Director is taken from the list that came second by number of votes and which is not connected in any way, not even indirectly, with the shareholders who presented or voted the list that came first by number of votes is taken, in the progressive order of presentation, (respectively the "Minority List" and the "Minority Director"). Significant relationships are those identified by the applicable provisions of Legislative Decree 58 of 24 February 1998 and the Regulations implementing Consob Resolution of 14 May In the event of a tie between lists, a ballot will be held by all the shareholders at the Meeting in order to establish a ranking for the candidates on these lists If, at the end of voting, a number of Board members belonging to the less represented gender Page 10 of 23

11 and/or Directors who satisfy the Independence Requirements are not elected to ensure the presence on the Board of Directors of the related minimum number of Directors, as many elected candidates as necessary have to be excluded, replacing them with qualifying candidates from the same list as the candidate to be excluded, according to the order in which they are listed. Substitutions take place first for the less represented gender and then those who satisfy the Independence Requirements. In both cases, this substitution mechanism is applied firstly, in sequence, to each of the lists that have not contributed a Director who meets the requirement in question, starting with the one that received the most votes. If this is not sufficient or if both of the first two lists have contributed at least one Director who meets the requirement in question, the substitution is to be applied, in sequence, to both lists, starting with one that received the most votes. Within the lists, the substitution of candidates to be excluded is applied starting from the candidates with the highest progressive number. If, even by applying these substitution mechanisms, it is not possible to complete the minimum number of Board members belonging to the less represented gender and/or Directors who meet the Independence Requirements, the Meeting has to elect the missing Directors by resolution passed by a relative majority on the proposal of the members present. In this case, the substitutions apply, in sequence, to each of the lists, starting from the one that received the most votes and, within the lists, starting from the candidates with the highest progressive number. 3. If only one valid list is presented, all the Directors to be elected are taken from that list. 4. If no valid lists are presented by the shareholders, the Board of Directors may present to the Shareholders' Meeting a pre-compiled voting card, also in electronic form, containing a non-binding list of candidates. In this case, all shareholders may alter all or part of the voting form, deleting the candidates they do not intend to vote for and, if they want, adding one or more new candidates in place of those deleted The candidates obtaining the highest number of votes are elected In the event of a tie between various candidates, the Meeting holds a second ballot to establish how they are to be ranked If, at the end of voting, a number of Board members belonging to the less represented gender and/or Directors who satisfy the Independence Requirements have not been elected to ensure the presence on the Board of Directors of the related minimum number of Directors, as many elected candidates as necessary have to be excluded, replacing those that received the least votes with the first candidates not elected who meet the requirements. Substitutions take place first for the less represented gender and then those who satisfy the Independence Requirements. If, even by applying this substitution mechanism, it is not possible to complete the number of Directors to be elected, the Meeting has to elect the missing Directors by resolution passed by a relative majority on the proposal of the members present. 5. If no valid list is presented and the Board of Directors does not make a proposal pursuant to paragraph 4, or if, despite the presence of lists, the total number of nineteen Directors under the preceding provisions is not reached, the Meeting shall elect the missing Directors by a relative majority among the individual candidates proposed by the members present, subject to compliance with the minimum number of Directors belonging to the less represented gender and/or Directors who meet the Independence Requirements In the event of a tie between various candidates, the Meeting holds a second ballot to establish how they are to be ranked. Article If, during the year, one or more Directors are no longer available, they are to be replaced according to the following provisions. 2. If the Director who is no longer available was taken from the list that obtained the highest number of votes, the Board of Directors, with the approval of the Board of Statutory Auditors, Page 11 of 23

12 replaces him by choosing the Director to be co-opted from among persons not on the same list, making sure that the person chosen belongs to the less represented gender and/or meets the Independence Requirements if, as a result of the termination, there is no longer the required minimum number of Directors The co-opted Director shall remain in office until the next Shareholders' Meeting, which will then replace the Director who is no longer available The Meeting votes on the replacement by a relative majority without any list restriction, choosing from among the candidates proposed by the members Candidates can be nominated by members who represent at least one-fifth of the number of members or who, individually or jointly, hold at least one-fifth of the share capital, as required to submit a list for the election of the Board of Directors Each member may present or participate in presenting only one candidate for each substitution; in the event of non-compliance, their signature is ignored in relation to all candidatures The candidature, signed by the person or persons presenting the candidate, must indicate the name of the candidate and has to be filed at the Company's registered offices by the deadline provided by law for the submission of lists of candidates for the election of the Board of Directors, together with any documentation and declaration required by law, and in any case: (i) the declarations from each candidate accepting their candidature and confirming, under their own responsibility, the absence of reasons for which they cannot be elected or other incompatibilities, and that they meet the requirements for appointment established by these articles of association and by current regulations and whether they meet the Independence Requirements; (ii) a full description of the personal and professional characteristics of each candidate, with an indication of the directorships and audit appointments held in other companies; (iii) information on the identity of the members presenting the candidate, indicating their percentage shareholding, to be confirmed according to the terms and methods established by current regulations The signature of each presenting member has to be authenticated by nominees of the Company, by the intermediaries authorised to keep accounts on which financial instruments are registered, or by notaries If, as a result of the termination, there is no longer the required minimum number of Directors belonging to the less represented gender and/or Directors who meet the Independence Requirements, having the required status is a condition of the candidate's eligibility Candidatures submitted without complying with the above terms and conditions will be considered as not submitted and will not be admitted to the vote If no candidature is submitted by the set deadline, the Meeting decides by a majority vote, choosing from among the candidates proposed on the spot by the members present, making sure that the person chosen belongs to the less represented gender and/or meets the Independence Requirements if the required minimum number of Directors has to be made up. 3. If the Director who has terminated was taken from the list obtaining the second highest number of votes, he is replaced by the first unelected candidate, according to the progressive numbering on the list of origin of the terminated Director, who complies with the provisions of paragraph 3.1 and belongs to the less represented gender and/or meets the Independence Requirements if the required minimum number of Directors has to be made up Within the period fixed by the Board of Directors, the candidate must file at the Company's registered offices a declaration in which he renews his acceptance of the office, confirming the absence of grounds for ineligibility or incompatibility and that the requirements prescribed for the office by legislation and by the articles of association are met, and provides information on the administration and control positions currently held in other companies. If the candidate concerned fails to do so, the next unelected candidate takes over, according to the progressive numbering of the list, and so on. Page 12 of 23

13 3.2. If, for any reason, replacement is not possible according to the mechanism referred to in paragraphs 3 and 3.1, the Meeting has to make the replacement, deciding by a relative majority without any list restriction, making sure that the person chosen belongs to the less represented gender and/or meets the Independence Requirements if the required minimum number of Directors has to be made up In the case referred to in paragraph 3.2, each member can present or participate in presenting, in accordance with the procedures in paragraphs 2.5, 2.6, 2.7 and 2.8, only one candidate for each substitution If no candidature is submitted by the set deadline, the Meeting chooses from among the candidates proposed on the spot by the members present, making sure that the person chosen belongs to the less represented gender and/or meets the Independence Requirements if the required minimum number of Directors has to be made up. 4. The Directors taking over each assume the residual period of office of the person they replaced. Article The members of the Board of Directors must meet the requirements of professionalism and integrity established by current law. 2. At least 4 (four) Directors must also meet the Independence Requirements specified in art. 31 above. 3. If a director no longer meets the Independence Requirements, this does not automatically lead to his forfeiture, if there is still the required minimum number of Directors who meet them. Article The Board of Directors elects from among its number, by an absolute majority of the Serving Directors, the Chairman and between one and three Deputy Chairmen who remain in office until the end of their mandate as Directors. The Board may also appoint, by an absolute majority as above, a Chief Executive Officer and determine the powers to be delegated together with the related emoluments. 2. The Chairman performs the functions required by current law, facilitating the governance of the Company and promoting the effective and balanced functioning of the powers allocated to the various corporate bodies, as well as acting as point of reference for the Board of Statutory Auditors, for the managers of internal control functions and for internal committees. 3. The Deputy Chairmen, based on their seniority of appointment, replace the Chairman in all his functions, if absent or unavailable. If seniority of appointment is the same, replacement is based on order of age. 4. If the Chairman and the Deputy Chairman are all absent or unavailable, the related functions are performed by the Chief Executive Officer, if appointed, or otherwise by the eldest director. 5. The Board of Directors appoints a Secretary who meets the requirements of experience and professionalism, chosen from among its members or the managers of the Company. 6. If an Honorary Chairman is appointed by the Shareholders' Meeting without being a Director, he can take part in meetings of the Board of Directors in a consultative role without any right to vote. He can also take part in Shareholders' Meetings. 7. The Board of Directors can entrust the Honorary Chairman with assignments to represent the Company at cultural, scientific and charitable events. Such assignments are not remunerated. Article 36 Without prejudice to the other reasons for ineligibility or loss of office established by law, the following persons cannot be members of the Board of Directors: employees of the Company, unless they are members of General Management; Page 13 of 23

14 the Directors, employees or members of supervisory committees, commissions or bodies of competing banks or companies, unless the Company holds investments in such banks or companies, whether directly or via companies that are members of the Banking Group. Article The Board of Directors normally meets once every month; on an extraordinary basis, meetings may be called whenever deemed necessary by the Chairman, or if a reasoned request is presented in writing to the Chairman of the Board of Directors by at least one third of the Directors, or by the Board of Statutory Auditors, or individually by any member of the Board of Statutory Auditors. 2. The Board of Directors meets in Modena at the registered offices or, exceptionally, elsewhere in Italy. 3. Meetings of the Board of Directors are valid if held using remote communications systems, on condition that the identity of the persons entitled to attend is assured and all participants are able to intervene in real time in discussions about the matters on the agenda, as well as being able to see, receive and transmit documents. In every case, at least the Chairman and the Secretary must be present at the place where the meeting of the Board of Directors was called, where such meeting is deemed to be held. 4. Meetings are called by a notice sent to the domicile of each director at least three days prior to the date set for the meeting. This notice period may be waived in urgent cases. 5. Notice of the meeting must also be sent to the Serving Statutory Auditors on the same basis and timing. 6. Meetings are chaired by the Chairman. They are quorate if attended by an absolute majority of the serving members. Article Votes are cast by members of the Board of Directors on a public basis. 2. Resolutions are adopted by a majority of the votes cast by those present. 3. In the event of a tie, the chairman of the meeting has a casting vote. Article The business and the resolutions adopted by the Board are documented in minutes that are recorded in a Minute Book and signed by the Chairman and the Secretary. 2. This Minute Book and extracts from it, certified as authentic by the Chairman and the Secretary, provide evidence of the business and the resolutions adopted by the Board. Article The Board exercises the widest powers of ordinary and extraordinary administration of the Company, except for those that must be exercised at the Shareholders' Meeting. 2. Pursuant to art of the Italian Civil Code, the Board of Directors is authorised to approve mergers in the situations envisaged by arts and 2505-bis of the Italian Civil Code, as well as any changes needed to align the articles of association with regulatory requirements. 3. Without prejudice to the responsibilities that under current legislation cannot be delegated, the following decisions are the sole prerogative of the Board of Directors: determining general operating guidelines and criteria for the coordination and management of Group Companies, as well as for the implementation of instructions received from the Bank of Italy and other Supervisory Authorities in the interests of the Group's stability; definition of general guidelines, strategies, policies, processes, models, plans and programmes that the provisions of the Bank of Italy and the other Supervisory Authorities assign to the body that has the function of strategic supervision; the strategic direction, strategic transactions and financial and business plans; Page 14 of 23

15 the purchase and disposal of equity investments that represent a controlling and/or significant interest; the approval and update of internal regulations that are of particular importance, including those governing the Board of Directors, the appointment and functioning of the Executive Committee and of the other Board committees; the appointment and dismissal of the Chairman and Deputy Chairmen; the appointment from among its number of an Executive Committee and any other committees needed for the operations of the Company, determining the members, their duties and how they will operate; the appointment of the Chief Executive Officer, granting, modifying and/or revoking the powers granted to him; the appointment and dismissal of the General Manager; the appointment and dismissal of the heads of the functions that the provisions of the Bank of Italy and the other Supervisory Authorities assign to the body that has the function of strategic supervision, and the appointment and dismissal of the Manager responsible for preparing the Company's financial reports; mergers in the situations envisaged by arts and 2505-bis of the Italian Civil Code; any alignment of the articles of association with regulatory requirements. 4. Without prejudice to the obligations laid down in article 2391 of the Italian Civil Code, the Directors, at meetings of the Board of Directors and, in any case, at least every three months, report to the Board of Statutory Auditors on the activities performed and on the principal economic, financial and capital transactions carried out by the Company and its subsidiaries. 5. Such reports by the Board of Directors to the Board of Statutory Auditors outside of Board meetings are made in writing by the Chairman of the Company to the Chairman of the Board of Statutory Auditors. Article Acting in compliance with the law and the articles of association, the Board of Directors may delegate its powers, without prejudice to the right of each director to make proposals, both to the Chief Executive Officer, if appointed, and to the Executive Committee, determining the extent of the powers delegated. 2. The Chairman of the Board of Directors does not have the power to make proposals to the Executive Committee, of which he is a member. 3. The parties holding delegated powers report to the Board of Directors and to the Board of Statutory Auditors at least every three months, as required by art of the Italian Civil Code. 4. With regard to the granting of loans and ordinary operations, decision-making powers may be delegated, determining the extent of such powers, in addition to the Chief Executive Officer, if appointed, to individual Directors, to the General Manager and to other members of General Management, as well as - within predetermined limits on amount, depending on function and level - to employees with specific duties and to the managers of branches. 5. The Board may also delegate consultative powers on the granting of loans and other matters to committees and commissions comprising Directors, members of General Management, Company managers and shareholders who are not members of the Board. 6. The decisions taken by the holders of delegated powers must be reported to the Board of Directors at the next board meeting. 7. In urgent cases, the Chairman of the Board of Directors, or the Chief Executive Officer, of appointed, may take all decisions, based on a proposal from the General Manager, about the making of loans. Page 15 of 23

16 BOARD OF STATUTORY AUDITORS Article The Meeting appoints seven Statutory Auditors, comprising five Serving members, including the Chairman, and two Alternate members. 2. The Chairman of the Board of Statutory Auditors must have at least five years' experience in the audit of companies in the banking, investment or financial sector. The Statutory Auditors must meet the standards of integrity, and professionalism required by current regulations for the exercise of their functions. They also have to meet the independence requirements laid down in art. 148, third paragraph, of D. Lgs. 58 of 24 February 1998 and any additional matters required under current regulations. 3. Without prejudice to the limits on the accumulation of directorships and audit appointments laid down by current regulations, persons may not serve as a Statutory Auditor if they already perform this function for more than five companies with shares listed on regulated markets or issuers of financial instruments held to a considerable extent by the general public pursuant to art. 116 of D.Lgs 58 of 24 February 1998 or for their parent and/or subsidiary companies, unless these are companies in which the Company holds investments. 4. The Statutory Auditors remain in office for three years and their mandate expires on the date of the Meeting called to approve the financial statements for the last year of their appointment; they are re-eligible. 5. The Chairman and the Serving members of the Board of Statutory Auditors are entitled to receive the annual remuneration approved at the Shareholders' Meeting throughout their entire period in office. 6. The composition of the Board of Statutory Auditors has to ensure gender balance in accordance with current regulations. Article The election of the members of the Board of Statutory Auditors is made on the basis of the lists presented by the shareholders. 2. The lists of candidates are split into two sections, one for the candidates for the position of Statutory Auditor and one for the candidates for the position of Alternate Auditor, have to have the same number of candidates as the number of Statutory Auditors that have to be elected. In each section, the candidates are listed with a progressive number. 3. Each section of the list must have a number of candidates of the less represented gender to ensure, within the same section, that the list complies with the gender balance at least to the minimum extent required by law, rounding up to the next unit in the event of a fractional number. 4. Each list must be presented by at least 350 (three hundred and fifty) shareholders - or by shareholders who, individually or collectively, hold at least 0.50% of the share capital - that document in the prescribed manner their right to attend and vote at the Meeting. Each shareholder may only participate in the presentation of one list; in the event of non-compliance, their signature is ignored in relation to all lists. 5. The lists of candidates, signed by the members presenting them, must be filed at the Company's registered offices within the terms and methods laid down in current regulations. They must be accompanied by all documents and statements required by law and in any case: (i) declarations from each candidate accepting their candidature and confirming, under their own responsibility, that there are no reasons for which they cannot be elected or other incompatibilities, and that they meet the requirements for appointment established by law or in these Articles of Association; (ii) a full description of the personal and professional characteristics of each candidate, with an indication of the directorships and audit appointments held in other companies; and (iii) information relating to the identity of the presenting members with an indication of the percentage of shares held, to be certified as required by law. Page 16 of 23