Registered office in
Share capital € 3.334.309,50 fully paid
VAT 04227580968 – Tax code 04227580968
Milan R.E.A. registration no. 1735084
* * * * * * * * *
Minutes of the ordinary shareholders' meeting
In the year 2019, on the 18th of December, at
Agenda
Ordinary session
- examination of the draft financial statements as of 31.12.2018: relevant and consequent resolutions.
- any other business.
Under the Deed of Incorporation, Mr.
With the consent of those present, Mr.
For the purpose of verifying the regular constitution of the meeting, the Chairman establishes and declares the following:
= for the Board of Directors, the Chairman, Mr.
= for the
= there are no. 2 shareholders, representing themselves and/or proxy holders, for a total of no. 3.046.469 ordinary shares with a nominal value of € 0,50 equal to 45,683% of the company’s total share capital of € 3.334.309,50, all detailed in the attached list, item A) and authorised to participate in the meeting by admission tickets issued by Banca Popolare di
= the meeting was summoned by means of a notice published in the “Gazzetta Ufficiale” on
Therefore, the meeting is legally constituted and can validly decide on the items on the agenda.
The Chairman asks the participants if there are any situations that may impede the right to vote and nobody takes the floor.
Then, the items on the agenda are discussed.
***
With reference to the first time on the agenda, the Chairman, Mr.
- draft financial statements for the financial year ended on 31.12.2018;
- draft management report related to the financial statements for the financial year ended on 31.12.2018;
- report by the
Board of Statutory Auditors on the financial statements for the financial year ended on 31.12.2018; - report on the financial statements ended on
31.12.2018 y the auditing firm Deloitte & Touche s.p.a.
The shareholders attending the meeting agree to waive the legal terms granted to them for the filing, by the administrative and control bodies, of the draft financial statement and relevant reports drawn up by these bodies.
The Chairman reads the management report, and the reports drawn up by the auditing firm Deloitte & Touche s.p.a. and by the
The Chairman gives the floor to the Chairman of the
After opening the discussion, the Chairman answers the questions by providing the requested clarifications. After a thorough discussion, the Chairman puts the item on the agenda to the vote.
Therefore, after reading and discussing the contents related to the financial statements and the reports by the
APPROVES
- the Financial Statements and Management Report for the financial year ended on
31 December 2018 , as proposed by the Board of Directors, which shows a negative result of22,960,816 euros ; - the decision to authorise the Board of Directors, and, on its behalf, each Director separately, to fulfil any procedure and disclosure obligations and to register the resolution in the competent business register, with any formal amendments, additions or cancellations that may become necessary for this purpose;
- the decision to authorise the Board of Directors, and, on its behalf, each Director separately, to take every necessary and appropriate initiative to deal with the situation pursuant to article 2447 of the Civil Code, including calling a special meeting to implement appropriate measures.
The Chairman takes the floor again to inform those present that the Director, Mr.
The Shareholders' Meeting, unanimously
APPROVES
- the decision to authorise the Board of Directors to take any useful and necessary initiative for the prompt appointment of the new administrative body of the Company, after calling a shareholders' meeting for this purpose.
Since there is nothing else to be discussed and approved, and no one else asking for the floor, the shareholders' meeting is closed at
The Chairman The Secretary
Regolo Fabio Fossati Alfredo
Attachment
- Fascicolo di Bilancio
31.12.18 MBG
© OMX, source