Articles of Association

Transcription

1 Articles of Association 1 june 2014

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3 1 Articles of Association of Banco Popolare Società Cooperativa Approved by the extraordinary Shareholders Meeting of Banco Popolare di Verona e Novara held on 10 March 2007 with minutes dated 11 March 2007, recorded under file no by Notary Public Ruggero Piatelli, filed and registered at the Verona Companies Register on 4 April 2007 at no. PRA/15829/2007/CVRAUTO. Approved by the extraordinary Shareholders Meeting of Banca Popolare Italiana held on 10 March 2007 with minutes dated 27 March 2007, recorded under file no /1.317 by Notary Public Carlo Marchetti, filed and registered at the Lodi Companies Register on 3 April 2007 at no. PRA/2431/2007ELO030. Amended by the Supervisory Board with the powers assigned by Article 41.2 f) of the Articles of Association, in application of Article 2365(2) of the Italian Civil Code in the meeting held on 8 January 2008 with minutes of the same date recorded under file no by Notary Public Marco Porceddu Cilione, filed at the Verona Companies Register at no. PRA/14093/2008/CVRAUTO on 27 March 2008 and registered on 31 March Amended by the Supervisory Board - with the powers assigned by Article 41.2 f) of the Articles of Association, in application of Article 2365(2) of the Italian Civil Code in the meeting held on 26 February 2008 with minutes of the same date recorded under file no by Notary Public Marco Porceddu Cilione, filed at the Verona Companies Register at no. PRA/14092/2008/CVRAUTO on 27 March 2008 and registered on 31 March Amended by the extraordinary Shareholders Meeting held on 3 May 2008 with minutes dated 7 May 2008 recorded under file no by Notary Public Marco Porceddu Cilione, filed at the Verona Companies Register at no. PRA/21406/2008/CVRAUTO on 16 May 2008 and registered on 20 May 2008.

4 2 Amended by the extraordinary Shareholders Meeting held on 25 April 2009 with minutes dated 26 April 2009 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 27 April 2009 at no. PRA/32051/2009/CVRAUTO. Amended by the extraordinary Shareholders Meeting held on 30 January 2010 with minutes dated 31 January 2010 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 1 February 2010 at no. PRA/5841/2010/CVRAUTO. Amended by the Management Board in implementation of the powers assigned by the extraordinary Shareholders Meeting held on 30 January 2010, following favourable opinion from the Supervisory Board with minutes dated 2 February 2010 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 3 February 2010 at no. PRA/6343/2010/CVRAUTO and with minutes dated 25 February 2010 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 26 February 2010 at no. PRA/9696/2010/CVRAUTO. Amended by the extraordinary Shareholders Meeting held on 11 December 2010 with minutes dated 13 December 2010 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 14 December 2010 at no. PRA/73481/2010/CVRAUTO. Amended by the Management Board in implementation of the powers assigned by the extraordinary Shareholders Meeting held on 11 December 2010, following favourable opinion from the Supervisory Board with minutes dated 14 December 2010 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 15 December 2010 at no. PRA/73655/2010/CVRAUTO and with minutes dated 12 January 2011 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 13 January 2011 at no. PRA/1720/2011/CVRAUTO. Amended by the extraordinary and ordinary Shareholders Meeting held on 26 November 2011 with minutes dated 28 November 2011 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 29 November 2011 at no. PRA/87134/2011/EVR9996 and approved as far as its competence extends pursuant to Article 2415(1)(2) of the Italian Civil Code by the Bondholders Meeting held on 16 December 2011 with minutes dated 19 De-

5 3 cember 2011 recorded under file no by Notary Public Ruggero Piatelli, filed and registered at the Verona Companies Register on 20 December 2011 at no. PRA/98601/2011/CVRAUTO, fulfilling the condition of effectiveness set forth in item 4 of the aforesaid minutes of the extraordinary and ordinary Shareholders Meeting. Amended by the extraordinary and ordinary Shareholders Meeting held on 20 April 2013 with minutes dated 30 April 2013 recorded under file no by Notary Public Filippo Zabban, filed and registered at the Verona Companies Register on 7 May 2013 at no. PRA/30677/2013/CVRAUTO. Amended by the Board of Directors in implementation of the powers assigned by the extraordinary Shareholders Meeting held on 26 November 2011 within minutes dated 12 November 2013 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 13 November 2013 at no. PRA/108489/2013/CVRAUTO. Amended by the extraordinary Shareholders Meeting held on 1 March 2014 with minutes dated 1 March 2014 recorded under file no / by Notary Public Filippo Zabban, filed and registered at the Verona Companies Register on 3 March 2014 at no. PRA/13345/2014/CVRAUTO. Amended by the Board of Directors in implementation of the powers assigned by the extraordinary Shareholders Meeting held on 1 March 2014 with minutes dated 4 March 2014 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 4 March 2014 at no. PRA/13604/2014/CVRAUTO and with minutes dated 27 March 2014 recorded under file no by Notary Public Marco Porceddu Cilione, filed at the Verona Companies Register on 27 March 2014 at no. PRA/20294/2014/CVRAUTO and registered on 28 March Amended by the extraordinary Shareholders Meeting held on 29 March 2014 with minutes dated 30 March 2014 recorded under file no by Notary Public Marco Porceddu Cilione, filed and registered at the Verona Companies Register on 1 April 2014 at no. PRA/20909/2014/EVR9996 with entry into force from the date of effectiveness towards third parties of the merger by incorporation into Banco Popolare Società Cooperativa of Credito Bergamasco S.p.A. (1 June 2014).

6 4 TABLE OF CONTENTS TITLE I Incorporation, name, duration, registered office and purpose of the Company... 6 TITLE II Equity, share capital, shareholders, shares... 9 TITLE III Shareholders meetings TITLE IV Administration, management and governing bodies TITLE V Board of Statutory Auditors TITLE VI Statutory audit of the accounts TITLE VII Board of Arbitrators TITLE VIII Territorial consultation and credit committees... 58

7 5 TITLE IX Financial statements TITLE X Winding-up of the Company TITLE XI Transitional provisions... 61

8 6 INCORPORATION, NAME, DURATION, REGISTERED OFFICE AND PURPOSE OF THE COMPANY Title I INCORPORATION, NAME, DURATION, REGISTERED OFFICE AND PURPOSE OF THE COMPANY Art. 1 Incorporation and Name Banco Popolare Società Cooperativa (the Company or the Bank ) was incorporated by deed no dated 27 June 2007, drawn up by Notary Public Ruggero Piatelli of Verona. The Company was formed as a result of the merger on 27 June 2007 of Banco Popolare di Verona e Novara S.c.a r.l., incorporated on 21 May 2002, as formed by the merger of Banca Popolare di Verona Banco S.Geminiano and S.Prospero S.c.c. a r.l. established on 21 June 1867 and Banca Popolare di Novara S.c.a r.l. established on 28 May 1871, and Banca Popolare Italiana - Banca Popolare di Lodi Società cooperativa established on 28 March 1864 (together, the Founding Banks ). The Company operates also using, even singly and/or in their abbreviated form, as traditional distinctive names with local significance, Banca Popolare di Verona, Banca Popolare di Verona - Banco S.Geminiano e S.Prospero, Banco S.Geminiano e S.Prospero, Banca Popolare di Lodi, Banca Popolare di Novara, Cassa di Risparmio di Lucca Pisa Livorno, Cassa di Risparmio di Lucca, Cassa di Risparmio di Pisa, Cassa di Risparmi di Livorno, Credito Bergamasco, Banco San Marco, Banca Popolare del Trentino, Banca Popolare di Cremona, Banca Popolare di Crema, Banco di Chiavari e della Riviera Ligure, Cassa di Risparmio di Imola and Banco Popolare Siciliano. The Company is organised by territorial divisions (the Divisions ) corresponding to one or more areas in which it has traditionally operated, with head structures located in Verona, Lodi, Novara and Bergamo. Art. 2 - Duration The Company s term of duration has been established as up until 31 December 2040, and may be extended.

9 INCORPORATION, NAME, DURATION, REGISTERED OFFICE AND PURPOSE OF THE COMPANY 7 Art. 3 Registered Office The Company s registered office is at Piazza Nogara 2, Verona and it has administrative headquarters in Verona, Lodi and Novara. In compliance with legal provisions, the Company may set up, close down and relocate secondary establishments in Italy and abroad. Art. 4 Corporate Purpose The Company s corporate purpose is to collect savings and provide loans in various forms, for the benefit of both shareholders and nonshareholders, in accordance with the principles of cooperative lending. Complying with applicable regulations and after obtaining the necessary authorisations, the Company may carry out all banking, financial and insurance transactions and services, including the setting up and managing of open or closed-end pension funds, and other activities that may be performed by lending institutions, including bond issues, financing activity regulated by special laws and purchase and sale of business receivables. The Company may implement any other transaction that is useful or in any way related to achievement of its corporate purpose. In order to pursue its objectives, the Company may take up membership of associations and consortia. In its capacity as bank exercising the activity of management and coordination of the Banco Popolare Banking Group pursuant to Article 61(4) of Italian Legislative Decree 385 of 1 September 1993, the Company provides guidelines to Group members, also for the purpose of executing instructions issued by the Supervisory Authorities and in the interest of Group stability. Art. 5 - Mutuality In keeping with its nature as a credit union, the Company gives special attention to the territory served by its own distribution network and that of the Group, placing particular emphasis on small and medium enterprises and cooperative companies. In accordance with its institutional mission, the Company grants favourable terms to its shareholding customers for use of specific services.

10 8 INCORPORATION, NAME, DURATION, REGISTERED OFFICE AND PURPOSE OF THE COMPANY Without prejudice to the provisions of the first paragraph of Article 53 of the Articles of Association, the annual ordinary Shareholders Meeting of Banco Popolare may allocate a portion of net profit arising from the approved financial statements to welfare, charitable and public interest causes. The total amount shall be divided amongst initiatives supporting the territories in which the Company has a stronger presence on the basis of the shares set forth below: 8/30 to initiatives in support of the civil and social fabric of the Lodigiano territory and the reference territory of the Division with head structures in Lodi; 8/30 to initiatives in support of the civil and social fabric of the Novarese territory and the reference territory of the Division with head structures in Novara; 9/30 to initiatives in support of the civil and social fabric of the Veronese territory and the reference territory of the Division with head structures in Verona; 1/30 to initiatives in support of the Culto Banco S.Geminiano e S.Prospero Foundation; 4/30 to initiatives in support of the Credito Bergamasco Foundation. The Board of Directors draws up the appropriate directives and necessary guidelines for the expenditure and social responsibility policies for welfare, charitable and public interest projects in compliance with the provisions of this article, ensuring their observance. Decisions concerning the aforesaid initiatives, when not entrusted to the Bipielle Foundation, the Banca Popolare di Novara Foundation for the Territory, the Credito Bergamasco Foundation and the other Foundations established or to be established by the Company, which shall directly manage the amount assigned in accordance with their own by-law purposes, shall be taken with the opinion or upon proposal of the Territorial Consultation and Credit Committee, referred in Article 51, which has territorial competence.

11 EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES 9 Title II EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES Art. 6 Shareholders Equity The Company s shareholders equity comprises: (a) Share capital. (b) Legal reserve. (c) Statutory reserve. (d) Any other reserves, however they may be named, set up using net profits for the year and/or in application of regulations in force at the time. Art. 7 Share Capital The share capital is variable and is represented by ordinary shares without nominal value that can be issued without limitation. The shares are registered. The issue of new shares may be decided: (a) On an extraordinary basis, by the Extraordinary Shareholders Meeting, pursuant to laws in force, with the quorums and the majorities established by these Articles of Association for constitution and resolutions of the Extraordinary Shareholders Meeting. (b) On an ordinary basis, by the Board of Directors pursuant to laws in force. For as long as the Company s shares are listed on regulated markets, the Board of Directors shall not issue new shares pursuant to point b) of the second paragraph of this article. Pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, the Extraordinary Shareholders Meeting may assign the Board of Directors the power to increase the share capital or to issue convertible bonds pursuant to laws in force within the limits set forth in Article 33.2, paragraph 2, point n). Within the limits established by laws in force and without prejudice to obtaining any administrative authorisations that may be required, the

12 10 EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES Company may issue categories of shares provided with different rights, determining their content. All shares belonging to the same category assign equal rights. Shares are indivisible. In the event of joint-ownership of shares the rights of the joint owners must be exercised by a common representative, in compliance with laws in force. On 30 January 2010 the Extraordinary Shareholders Meeting resolved to assign, pursuant to Article 2420-ter of the Italian Civil Code, to the Management Board the power to issue, in one or more instalments, by and no later than the maximum time limit of two years from the date of the resolution, subject to the favourable opinion of the Supervisory Board, bonds convertible into ordinary shares of the Company for a maximum amount of euro 1 billion, with consequent capital increase to service the conversion for a total maximum value of euro 1 billion, inclusive of the share premium, through issue of ordinary shares of the Company, without nominal value, regular dividend rights, with the same characteristics as those in circulation at the issue date, to be exclusively used for conversion of the convertible bonds, to be offered under option to all those entitled, with the Management Board having the power to establish the nominal value, the subscription price and the option ratio of the convertible bonds, the amount of the coupon to be assigned to the instruments, the ratio for conversion into shares of the Company, the events and the procedures for adjusting the conversion ratio, the regulations of the convertible bonds, the conversion and reimbursement procedures, as well as the duration, the amount of the share capital increase to service the conversion, which on the whole may not exceed the maximum value of euro 1 billion, the number of shares to be issued, as well as any other procedure, term and condition of the issue and offer of the convertible bonds and consequent capital increase. In implementation of the mandate assigned pursuant to the resolution of the Extraordinary Shareholders Meeting of 30 January 2010, of which the minutes were drawn up by Notary Public Marco Porceddu Cilione of Verona on 31 January 2010, file no , folder no , on 2 February 2010 and 25 February 2010, the Management Board resolved to issue 162,014,061 convertible bonds, each of the nominal value of euro 6.15, for the total nominal amount of euro 996,386, to be offered under option to those who, at the date of the beginning of the subscription period, are shareholders of the Company and/or holders of the convertible bonds of the issue entitled Banco Popolare Subordinated Convertible Bond ( TDF ) 4.75% 2000/2010 ISIN IT , according, respectively, to the ratio of one convertible bond to every four shares

13 EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES 11 of the Company held, and according to the ratio of forty-three convertible bonds to every four hundred convertible bonds entitled Banco Popolare Subordinated Convertible Bond ( TDF ) 4.75% 2000/2010 ISIN IT held. Consequently, again in implementation of the aforesaid mandate, the Management Board resolved to increase the share capital to service the conversion of the bonds for the maximum amount of euro 996,386,475.15, to be released even in a number of instalments through issue of a maximum of 276,774,021 ordinary shares of the Company, without nominal value, regular dividend rights, with the same characteristics as the Company shares in circulation at the issue date and to be exclusively used for conversion of the convertible bonds. The Extraordinary Shareholders Meeting held on 26 November 2011 assigned the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the power, to be exercised by and no later than the maximum time limit of two years from the resolution date, to amend the resolutions of the Management Board passed on 2 and 25 February 2010, regarding the capital increase to service the Banco Popolare 2010/ % convertible bond issue with faculty to repay in shares, in order to increase the issue of the number of ordinary shares to service the aforesaid bond issue up to a maximum of 1,500,000,000 shares, with exclusion of the option right pursuant to Article 2441(5) of the Italian Civil Code. In implementation of the mandate assigned pursuant to the resolution of the Extraordinary Shareholders Meeting of 26 November 2011, on 12 November 2013 the Board of Directors resolved to establish as 1,500,000,000 the maximum number of new issue ordinary shares without specification of the nominal value to service the bond issue. 71,505 convertible bonds were converted, against which 71,505 ordinary shares were issued for a capital increase of euro 3.60 for each share issued. The above with the specification that, following elimination of the stated nominal value resolved by the Shareholders Meeting held on 11 December 2010, the bond conversion ratio set forth in this paragraph is considered established as one ordinary share issued against a capital increase equal to euro 3.60 to each convertible bond of the nominal value of euro 6.15 submitted for conversion, as possibly amended pursuant to Article 8 point (e) of the Issue Regulations as a result of the resolution of the Extraordinary Shareholders Meeting passed on 1 March 2014 to approve the stock grouping transaction. On 1 March 2014 the Extraordinary Shareholders Meeting resolved to assign, pursuant to Article 2443 of the Italian Civil Code, to the Board of Directors the power to increase the share capital against payment and in one or more tranches, within the period of 24 months

14 12 EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES from the resolution date, for a total maximum amount of euro 1.5 billion, inclusive of any share premium, through issue of ordinary shares to be offered against payment under option to the shareholders, with the Board of Directors having full powers to establish, on a time-bytime basis, in compliance with the aforesaid limits, the procedures, terms and conditions of the capital increase, including the issue price of the shares (including any share premium) and the dividend rights. The issue price may be equal to the theoretical ex right price (TERP) of the Banco Popolare ordinary shares, calculated according to current methods and discounted to the extent to be established by the Board of Directors on the basis of the market conditions prevailing at the time the transaction is effectively launched, the trend in the stock exchange prices of the Banco Popolare ordinary shares, the economic, equity, financial and income performance and outlook of Banco Popolare and the Group, in addition to market practices for similar transactions. In any case the issue price, also taking into account any share premium, may even be lower than the accounting par value of the shares in circulation at the increase execution date, but obviously no lower than the accounting par value of the new issue shares. In implementation of the mandate assigned pursuant to the resolution of the Extraordinary Shareholders Meeting of 1 March 2014, of which the minutes were drawn up by Notary Public Filippo Zabban of Milan on 1 March 2014, file no , folder no , on 4 March and 27 March 2014, the Board of Directors resolved to increase the share capital in a single tranche by the amount of euro 1,498,263,975 to be released even in a number of instalments, through issue against payment of 166,473,775 Banco Popolare ordinary shares, without specification of the nominal value, regular dividend rights, to be offered under option to those entitled at a ratio of 17 BP ordinary shares to every 18 shares of the Company, without share premium, establishing the final deadline for subscription of the shares as 31 December 2014, with the understanding that, if the capital increase is not fully subscribed by said date, the capital shall be considered increased by an amount equal to the subscriptions gathered. Art. 8 - Shareholders Natural persons may be admitted as shareholders, with the exception of those affected by the conditions set forth in Article 9 below. Legal entities, companies of any kind, consortia, associations and other collec-

15 EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES 13 tive bodies may also become Company shareholders, but they must provide written designation of the natural person authorised to represent them. Any amendment to said designation shall not be enforceable against the Company until it has been duly notified. The persons designated as above and the legal representatives of natural persons may exercise all the rights to which shareholders are entitled, but in such capacity cannot be elected (unless they are shareholders) to corporate offices. Art. 9 - Grounds for Non-Admission as Shareholder Anyone who has been barred, disqualified, is an undischarged bankrupt and anyone who has received convictions involving even temporary disqualification from public offices cannot be admitted as shareholder. Art Application for Admission as Shareholder Admission as shareholder, whether through subscription of new issue shares, even by exercising warrants or converting bonds, or through inter vivos or mortis causa acquisition of outstanding shares or options rights, occurs after written application has been submitted, stating personal details, domicile, nationality and any other information and/or statement required by law or generally requested by the Company. The application for admission must be accompanied by a certificate proving ownership of at least 100 (one hundred) shares, without prejudice to the Board of Directors power to lower said limit in favour of less affluent categories and for specified periods. The Board of Directors generally establishes the admission fee and the costs for processing the application, if accepted. In their application for admission, applicant shareholders must declare that they accept the obligations established by the Articles of Association, regulations and corporate resolutions. Art Resolutions on Admissions In consideration of legal provisions governing cooperative banks, any decision concerning acceptance of applications for admission as

16 14 EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES shareholder are adopted by the Board of Directors in the Company s interest, including in the interest of its independence and autonomy, and in observance of the cooperative spirit. Applicants must be notified of decisions concerning their admission as shareholder within 90 days of receipt of their duly compiled application. Decisions to reject applications for admission must state the grounds for rejection in relation to the above. For holders of Company shares, rejection of applications shall only have the effect of preventing exercise of rights other than capital rights. Applicants may submit their refusal of admission to review by the Board of Arbitrators, set up in accordance with the Articles of Association and possibly integrated by a representative of the applicant, pursuant to Article 30(5) of Italian Legislative Decree 385 of 1 September Art Acquisition and Loss of the Status of Shareholder After the applicant has been informed of the decision on admission, the status of shareholder is acquired through enrolment in the shareholders register, following payment of the administration fee. Admission as shareholder shall be considered forfeited if the applicant fails to fulfil the provisions of this article within 30 (thirty) days of being informed of admission. Transfer by the shareholder of the entire shareholding, and likewise partial transfer of shares which reduces the shareholding to below the limit established by Article 10 of the Articles of Association, in application of Article 30(5-bis) of Italian Legislative Decree 385 of 1 September 1993, shall lead, however recorded by the Company, to loss of the status of shareholder and consequent cancellation from the shareholders register. In derogation from the above paragraph, for those who are enrolled in the shareholders register at the date of registration at the Company Register of the resolution of the Extraordinary Shareholders Meeting of Banco Popolare dated 20 April 2013, which approved the current wording of Article 12, paragraph three, loss of the status of shareholder and consequent cancellation from the shareholders register shall continue to occur only when the entire shareholding is no longer held.

17 EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES 15 Art Death of a Shareholder In the event of death of a shareholder the corporate relationship comes to an end. The heir or heirs acquire all the capital rights on the inherited shares and may submit application for admission as shareholder. If the application is accepted, the heir or heirs may take part in Shareholders Meetings pursuant to Article 23 of these Articles of Association, only 90 (ninety) days after their enrolment in the shareholders register. If there is more than one heir, pending distribution of the shares, they must appoint a common representative entitled to exercise the capital rights on the inherited shares. The processing costs and the minimum limit to shares set forth in Article 10 do not apply to the procedure for admission of heirs. Art Liquidation of Shareholdings A shareholder who has lost this status due to withdrawal is entitled to liquidation of his shares, in accordance with the terms and conditions set forth in Article 2437-ter Italian Civil Code. A shareholder who has lost this status due to exclusion is entitled to liquidation of his shares, in accordance with Article 2535 Italian Civil Code. Following withdrawal or exclusion of a shareholder, the shares shall be liquidated at the price established by the Board of Directors in accordance with the criteria and time limits provided by applicable laws. Art Shareholder Withdrawal Shareholder withdrawal is permitted in all the cases established by law. Withdrawal must refer to all the shares held and shall entitle to liquidation of said shares in accordance with the procedures set forth in Article 14, unless otherwise provided by law. Art Shareholder Exclusion With resolution adopted by absolute majority of its members, the Board of Directors may exclude from the Company:

18 16 EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES (a) Those who have obliged the Company to take legal action due to failure to fulfil their obligations. (b) Those who have been responsible for actions that damage or compromise the Company s interests and its prestige. (c) Those who find these in one of the circumstances envisaged by Article 9. An excluded shareholder is entitled to appeal to the Board of Arbitrators against the decision to exclude, which must be notified by registered letter, within 30 (thirty) days of said notification. Art Limits on Shareholdings No person may directly or indirectly hold a number of shares exceeding the limit permitted by law. As soon as the Company becomes aware that this limit has been exceeded, it shall immediately notify the shareholder and his intermediary of the breach. The excess shares must be disposed of within one year of the notification, after which the capital rights accrued until disposal shall be acquired by the Company pursuant to law. Art Registration of Shares, Transferability, Pledge and Lien The shares are all registered and cannot be subject to pledge or other lien without authorisation from the Board of Directors. Pledges and any other liens shall be enforceable against the Company only after they have been noted in the shareholders register. However, in the case of pledge and usufruct of shares, the right to vote in the Shareholders Meeting shall still be reserved to the shareholder. Shares may be transferred according to the procedures established by law. Until the transferee of the shares has been admitted as registered shareholder, he may only exercise capital rights. In any case, right from their issue and by shareholding agreement, shares shall be considered as a guarantee, in favour of the Company, of any obligation that the shareholder has in any capacity towards the Company. If a shareholder fails to fulfil his obligations towards the Company, without prejudice to any other action that the Company may take and

19 EQUITY, SHARE CAPITAL, SHAREHOLDERS, SHARES 17 without the need for prior formal notice or placing in default and judicial formalities, the Board of Directors may, also pursuant to Article 1252 Italian Civil Code, fully or partly offset the credit that the Company intends to charge the shareholder at its own discretion, with the price of the shares held by the shareholder, established as the opening price of the day following the Board resolution. Art Dividends Dividends that are not collected within five years of the date they become payable revert to the Company.

20 18 SHAREHOLDERS' MEETINGS Title III SHAREHOLDERS MEETINGS Art Shareholders Meetings When duly convened, Shareholders Meetings represent all shareholders and resolutions adopted in compliance with the law and these Articles of Association are binding on all shareholders, even if absent or dissenting. Shareholders Meetings may be ordinary or extraordinary pursuant to law. The ordinary Shareholders Meeting: 1) Appoints, in the number established by the Articles of Association, and revokes the members of the Board of Directors, determines their fees and elects the Chairman and two Deputy Chairmen according to the procedures set forth in Article ) Appoints the Statutory Auditors and the Chairman of the Board of Statutory Auditors and determines their fees. 3) Decides on the responsibilities of the members of the Board of Directors and of the Board of Statutory Auditors. 4) Approves the annual financial statements. 5) Decides on the allocation and distribution of profits. 6) Appoints, upon motivated proposal of the Board of Statutory Auditors, and revokes, having consulted the Board of Statutory Auditors, the company entrusted with statutory audit of the accounts, determining its fees. 7) Decides on approval of remuneration policies for Members of the Board of Directors, Statutory Auditors, employees and collaborators not bound to the Company by subordinate employment contracts as well as on remuneration plans and/or equity based incentives. 8) Approves the regulations governing Shareholders Meeting procedures. 9) Decides on other matters assigned to its competence by the law or the Articles of Association. The extraordinary Shareholders Meeting decides on amendments to the Articles of Association, appointment, revocation, replacement and powers of liquidators and on any other matter reserved by law to its competence and not derogated by the Articles of Association.

21 SHAREHOLDERS' MEETINGS 19 Art. 21 Meeting Venue Shareholders Meetings, whether ordinary or extraordinary, meet, on a rotational basis, in Verona, Lodi and Novara, at the venue stated in the notice of call, without prejudice to the Board of Directors power, through resolution adopted by the favourable vote of at least three quarters of incumbent Board Members other that those meeting the requirements set forth in the first paragraph of Article 29.1, to derogate from the principle of rotation or to convene it in another city provided it is in Italy and in one of the regions where the Company operates through a number of branches no lower than 10% of the total. Art Convocation Shareholders Meetings are convened by the Board of Directors whenever it is deemed appropriate or, in compliance with the provisions of Article 2367 Italian Civil Code, upon written request, stating the business to be discussed, of at least 1/20 of shareholders with voting right. The shareholders signatures must be authenticated by a notary public or by employees of the Company or of Group banks authorised to do so. Entitlement to exercise the right shall be proven by filing a copy of the certificate issued by the intermediary with whom the shares are deposited pursuant to applicable laws and regulations. Without prejudice to the powers of convocation established by other legal provisions, Shareholders Meetings may also be convened, subject to communication to the Chairman of the Board of Directors, by the Board of Statutory Auditors or by at least two of its members, pursuant to law. Without prejudice to further provisions of applicable laws and regulations, in accordance with the procedures, terms and limits established by law, a number of shareholders no lower than 1/80 of total shareholders with voting right may submit written request for integration of the list of items to be discussed in the Shareholders Meeting, stated in the notice of call, indicating the further matters they propose in the request and submit proposals for resolutions on items already on the agenda. The shareholders signatures must be authenticated by a notary public or by employees of the Company or of Group banks authorised to do so. Entitlement to exercise the right shall be proven by filing a copy of the communication or certificate issued by the intermediary pursuant to applicable laws and regulations.

22 20 SHAREHOLDERS' MEETINGS The ordinary Shareholders Meeting must be convened at least once a year within 120 (one hundred and twenty) days of close of the financial year. The Shareholders Meeting is convened at the venues stated in Article 21 through notice containing indication of the date, time and place of the meeting and list of the items to be discussed, to be published in compliance with the time limits and in the forms established by applicable laws and in at least one national daily newspaper. The notice of call may also provide for a third call for extraordinary Shareholders Meetings. Art Attendance and Representation in Shareholders Meetings In order to attend Shareholders Meetings and to exercise the vote, the status of shareholder must have been held for at least 90 (ninety) days from enrolment in the shareholders register. The Shareholders Meeting may be attended, in compliance with applicable legislative and regulatory provisions, by holders of voting rights for whom, at least 2 (two) business days prior to the date set for the first call, the appointed intermediary has issued, in compliance with its accounting records and pursuant to Article 2370 Italian Civil Code and any legal and regulatory provisions, the notice to the Company certifying entitlement to attend the Shareholders Meeting and exercise the voting right. Shareholders are entitled to only one vote regardless of the number of shares held. Shareholders are entitled to be represented by written proxy issued to another shareholder entitled to attend the Shareholders Meeting, who is not a director or statutory auditor or employee of the Company or member of the administrative or control bodies or employee of companies directly or indirectly controlled by the Company, or auditing company to which the mandate has been assigned or responsible for statutory audit of the Company s accounts and who is not affected by one of the other conditions of incompatibility prescribed by law. Proxies may be assigned for single Shareholders Meetings only, with validity for subsequent calls, and cannot be assigned leaving the name of the representative blank. Each shareholder may represent no more than two other shareholders, except in cases of legal representation. Voting by mail is not permitted.

23 SHAREHOLDERS' MEETINGS 21 The Board of Directors may however set up one or more remote links with the venue in which the Shareholders Meeting is to be held, to allow shareholders not planning to attend the venue to take part in the discussion, follow the meeting s business and express their vote at the appropriate time, provided that identification of these Shareholders is guaranteed and that this option has been disclosed in the notice of call for the Shareholders Meeting. Members of the Board of Directors and of the Board of Statutory Auditors cannot vote in resolutions concerning their respective responsibilities. Art Formation of the Shareholders Meeting Shareholders Meetings, both ordinary and extraordinary, are validly formed, in first call, when at least 1/10 of shareholders with voting right are present in person or by representation and proxy. In second and third call ordinary Shareholders Meetings are validly formed irrespective of the number of shareholders attending, while extraordinary Shareholders Meetings require the attendance, in person or by representation and proxy, of at least 1/200 of shareholders with voting right. If shareholders attending in second call do not represent the number of votes required for formation, extraordinary Shareholders Meetings may be called again within 30 days. Art. 25 Validity of the Resolutions Resolutions are adopted by absolute majority vote. If votes are equal, the proposal shall be considered rejected. Only resolutions concerning the appointment of corporate offices are adopted by relative majority. In any case, without prejudice to any other mandatory provision of the law, approval of resolutions concerning or entailing change of the corporate name, change of the corporate purpose, transformation of the Company, relocation of the registered office, early winding-up of the Company, abrogation or amendment of Article 21 of the Articles of Association, abolition or amendment of rules governing (i) competence and composition of the Board of Directors and of the Executive Committee and (ii) procedures for appointing members of the Board of Directors and of the Executive Committee, as well as amendment or abrogation of this

24 22 SHAREHOLDERS' MEETINGS paragraph and/or of the voting quorum established hereunder, requires the favourable vote of at least 1/50 of all shareholders with voting right. However, resolutions concerning or entailing amendment of the corporate name and those regarding amendment of rules governing (i) competence and composition of the Board of Directors and of the Executive Committee and (ii) procedures for appointing members of the Board of Directors and the Executive Committee, require the favourable vote of 1/100 of all shareholders with voting right whenever the proposed amendment of the Articles of Association has been approved by the Board of Directors in compliance with Article 32.5 of the Articles of Association. Voting takes place by open vote, except for the appointment of corporate offices which must occur by secret ballot and using the procedures set forth in Article 29 below, unless, upon the Chairman s proposal, the Shareholders Meeting allows an open vote. Resolutions to be adopted in order to comply with directives of the Supervisory Authorities or those concerning adjustment of the Articles of Association to regulations, if not approved by the Board of Directors, are adopted by absolute majority vote of the Shareholders Meeting. In addition to the provisions of the Articles of Association, special provisions concerning voting quorums established by laws in force at the time must also be applied to Shareholders Meeting resolutions concerning transactions with related parties pursuant to Article 2391-bis Italian Civil Code and related provisions for implementation. Art Chairmanship and Procedure for Shareholders Meetings. Secretary Shareholders Meetings are chaired by the Chairman of the Board of Directors or, in the event of his absence or incapacity, by his deputy pursuant to Article Failing this, the Shareholders Meeting elects a Chairman pursuant to Article 2371 Italian Civil Code. In compliance with the regulations governing meeting procedures, where these exist, the Chairman has full powers to verify the regularity of proxies and in general the right of those present to take part in the Shareholders Meeting, to establish whether the meeting has been regularly formed and has reached the appropriate voting quorum, to direct and regulate the conduct of the Shareholders Meeting, including the discussion, and to establish the voting procedures and verify results. The

25 SHAREHOLDERS' MEETINGS 23 Chairman may choose two or more scrutineers from amongst the shareholders. Upon the Chairman s proposal, the Shareholders Meeting appoints a Secretary. In the case of extraordinary Shareholders Meeting, or when the Chairman deems it appropriate, this role is taken up by a notary of his choice. If it proves impossible to discuss all the business on the agenda in one day, the Shareholders Meeting shall be extended to no later than the eighth day thereafter by simple verbal communication from the Chairman to the participating shareholders, without further notice being required. In the next session, the Shareholders Meetings shall be formed and adopt resolutions with the same majorities established for the formation and resolutions of the original meeting. Art Minutes of Shareholders Meetings Resolutions adopted by Shareholders Meetings are recorded in minutes, signed by the Chairman of the meeting and by the Secretary or Notary Public and by the scrutineers, if appointed, and transcribed in the appropriate register. This register, the copies and extracts of the minutes declared to be true copies by the Chairman of the Board of Directors or by his deputy, provide full proof of the Shareholders Meetings and resolutions.

26 24 ADMINISTRATION, MANAGEMENT AND GOVERNING BODIES Title IV ADMINISTRATION, MANAGEMENT AND GOVERNING BODIES SECTION ONE BOARD OF DIRECTORS Art. 28 Management of the Company The Board of Directors is responsible for managing corporate business and is assisted by the Executive Committee, the Managing Director and General Management, in accordance with the provisions of this Title IV. Art. 29 Board of Directors 29.1 Composition and number The Board of Directors is composed of 24 (twenty-four) Board Members, of whom no less than 3 (three) and no more than 4 (four) are chosen from amongst the high-ranking executives of the Company or of Group banking companies or amongst persons who hold or have held for more than 12 months the office of Managing Director of the Company or of Group banking companies. The remaining members of the Board of Directors cannot receive powers of attorney or individually perform, even on a de facto basis, duties pertaining to corporate management, unless they participate in the Executive Committee. Without prejudice to the above, 16 (sixteen) Board Members other than those meeting the requirements specified in the first paragraph of this Article 29.1 must be chosen as follows: (i) 6 (six) from amongst shareholders resident in provinces of Veneto and Emilia-Romagna, other than Parma and Piacenza (the Traditional Verona Area ); (ii) 6 (six), of whom 1 (one) resident in the provinces of Lucca, Pisa or Livorno, from amongst shareholders resident in provinces of Lombardy, other than Pavia, of Tuscany and in those of Parma, Piacenza, Genoa and La Spezia (the Traditional Lodi Area );

27 ADMINISTRATION, MANAGEMENT AND GOVERNING BODIES 25 (iii) 4 (four) from amongst shareholders resident in provinces of Piedmont, Valle d Aosta, Lazio, Southern Italy, the Islands and in those of Pavia, Savona and Imperia (the Traditional Novara Area ). Hereinafter the Traditional Verona Area, the Traditional Lodi Area and the Traditional Novara Area shall be jointly referred to as the Traditional Areas. The remaining Board Members are chosen from amongst the Company s shareholders without residency restrictions. The minority Board Members are appointed in accordance with legal and regulatory provisions. Application of the provisions of Articles 29.5 to 29.7 must in any case allow for at least one Board Member to represent the minority list which is not related, even indirectly, to the shareholders who submitted or voted for the list achieving the highest number of votes, pursuant to regulations in force at the time. The requirements set forth in the first paragraph of Article 29.4 for submission by shareholders of lists of candidates apply insofar as compatible with legal and regulatory provisions in force at the time Requirements and Incompatibility Those who are considered ineligible or who have lost office pursuant to Article 2382 Italian Civil Code or who do not meet the integrity and professional requirements established by applicable legal and regulatory provisions may not be appointed as members of the Board of Directors. The composition of the Board of Directors ensures balance between the genders in accordance with the provisions of Italian Law 120 of 12 July 2011 and subsequent amendments as well as with regulatory legislation in force. At least 3 (three) of the Board Members other than those indicated in the first paragraph of Article 29.1 must meet the independence requirements established for Statutory Auditors by Article 148(3) of Italian Legislative Decree 58 of 24 February At least 10 (ten) Board Members must meet the independence requirements established by the Code of Conduct of Borsa Italiana S.p.A. If a director should lose the aforesaid independence requirement, he shall not fall from office if the requirements are still met by the minimum number of directors who, according to these Articles of Association and in compliance with applicable laws, must meet said requirement. The independence requirements established for Statutory Auditors by Article 148(3) of Italian Legislative Decree 58 of 24 February 1998 and

28 26 ADMINISTRATION, MANAGEMENT AND GOVERNING BODIES the independence requirements established by the Code of Conduct of Borsa Italiana S.p.A. may be jointly satisfied by the same person. Those who are or become members of administration bodies or employees of companies that perform or belong to groups that perform activities in competition with those of the Company or the Group cannot be appointed to the office, and if appointed shall forfeit office, unless the company concerned is a central industry association or a direct or indirect investee of the Company. The aforesaid prohibition shall not apply when the participation in administrative bodies of other banks is undertaken in representation of industry organisations or associations from the banking sector. Without prejudice to any stricter causes for ineligibility and loss of office and the prohibitions established by legal and regulatory provisions, the limits to multiple office holding are governed in special internal regulations. Board Members meeting the requirements specified in the first paragraph of Article 29.1 shall fall from office with immediate effect if for any reason their employment relationship with the Company or with Group subsidiaries should terminate. In these cases the right to compensation of damages is excluded Term of Office Members of the Board of Directors remain in office for three financial years and their term expires at the date of the Shareholders Meeting convened to approve the financial statements of the last year of office. They may be re-elected upon expiry of their mandate Lists of Candidates Members of the Board of Directors are appointed on the basis of lists in which candidates are assigned consecutive numbers. Lists may be submitted by the Board of Directors and/or by at least 500 shareholders with voting right, irrespective of the total percentage of share capital they hold, or by one or more shareholders with voting right who hold a total shareholding equal to at least 0.50% of the Company s capital. In order to be admissible: a. Lists of candidates must be filed and made available to the public in accordance with the forms, procedures and time limits established by laws in force at the time. The signature of each submitting shareholder must be authenticated by a notary public or affixed in the