Professional Documents
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Report On Corporate Governance and Ownership Structure 2015 - Year 2014
Report On Corporate Governance and Ownership Structure 2015 - Year 2014
Report On Corporate Governance and Ownership Structure 2015 - Year 2014
www.bper.it
- 2014 -
2.1 STRUCTURE OF SHARE CAPITAL (ART. 123-BIS, PARAGRAPH 1.A), LEGISLATIVE DECREE 58/98) ................ 11
2.2 RESTRICTIONS ON THE TRANSFER OF SECURITIES (ART. 123-BIS, PARAGRAPH 1.B), LEGISLATIVE DECREE
58/98) 13
2.3 SIGNIFICANT HOLDINGS OF SHARE CAPITAL (ART. 123 BIS, PARAGRAPH 1.C), LEGISLATIVE DECREE 58/98)
13
2.4 SECURITIES CARRYING SPECIAL RIGHTS (ART 123 BIS, PARAGRAPH 1.D), LEGISLATIVE DECREE 58/98) .... 14
2.5 SHARES HELD BY EMPLOYEES: MECHANISM FOR EXERCISING VOTING RIGHTS (ART. 123-BIS, PARAGRAPH
1.E), LEGISLATIVE DECREE 58/98) .............................................................................................................................. 14
2.6 RESTRICTIONS ON VOTING RIGHTS (ART 123-BIS, PARAGRAPH 1.F), LEGISLATIVE DECREE 58/98) ............. 14
2.7 AGREEMENTS BETWEEN SHAREHOLDERS (ART 123-BIS, PARAGRAPH 1.G), LEGISLATIVE DECREE 58/98) .. 14
2.8 CHANGE OF CONTROL CLAUSES (ART 123-BIS, PARAGRAPH 1.H), LEGISLATIVE DECREE 58/98) AND
PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO TAKEOVER BIDS (ARTS. 104, PARAGRAPH 1-TER, AND
4.1 APPOINTMENTS AND REPLACEMENTS (ART. 123-BIS, PARAGRAPH 1.L), LEGISLATIVE DECREE 58/98) ........ 18
4.2 COMPOSITION OF THE BOARD (ART 123-BIS, PARAGRAPH 2.D), LEGISLATIVE DECREE 58/98) .................... 21
4.2.1 Maximum accumulation of offices that can be held in other companies ...................................... 108
4.3 ROLE OF THE BOARD OF DIRECTORS (ART. 123-BIS, PARAGRAPH 2.D), LEGISLATIVE DECREE 58/98) ..... 109
4.4 CHAIRMAN OF THE BOARD OF DIRECTORS .................................................................................................... 113
4.5 RESPONSIBLE BODIES .................................................................................................................................... 113
4.5.1 Chief Executive Officer ........................................................................................................................ 113
4.5.2 Executive Committee (under art. 123-bis, paragraph 2, letter d), Legislative Decree 58/98) ... 114
4.5.3 Information for the Board of Directors ............................................................................................... 115
4.6 OTHER EXECUTIVE DIRECTORS ..................................................................................................................... 115
4.7 INDEPENDENT DIRECTORS.............................................................................................................................. 115
4.8 LEAD INDEPENDENT DIRECTOR...................................................................................................................... 115
6 BOARD COMMITTEES (ART. 123-BIS PARAGRAPH 2.D), LEGISLATIVE DECREE 58/98) ............. 117
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
7 NOMINATIONS AND COMPENSATION COMMITTEE ................................................................................ 118
7.1 COMPOSITION AND FUNCTIONING OF THE NOMINATIONS AND COMPENSATION COMMITTEE (ART. 123-BIS,
PARAGRAPH 2.D), LEGISLATIVE DECREE 58/98) ....................................................................................................... 118
8.1 INDEMNITIES FOR DIRECTORS WHO RESIGN, ARE TERMINATED OR CEASE TO SERVE FOLLOWING A PUBLIC
OFFER FOR THE PURCHASE OF SHARES (ART 123-BIS, PARAGRAPH 1.I), OF LEGISLATIVE DECREE 58/98) ........... 122
9.1 COMPOSITION AND FUNCTIONING OF THE CONTROL AND RISK COMMITTEE (ART. 123-BIS, PARAGRAPH 2.D),
LEGISLATIVE DECREE 58/98)..................................................................................................................................... 123
9.2 FUNCTIONS ATTRIBUTED TO THE CONTROL AND RISK COMMITTEE .............................................................. 124
10.1 COMPOSITION AND FUNCTIONING OF THE INDEPENDENT DIRECTORS COMMITTEE (ART. 123-BIS,
PARAGRAPH 2.D), LEGISLATIVE DECREE 58/98) ....................................................................................................... 126
11.1 COMPOSITION AND FUNCTIONING OF THE STRATEGY COMMITTEE (ART. 123-BIS, PARAGRAPH 2 LETTER D),
LEGISLATIVE DECREE 58/98)..................................................................................................................................... 130
11.2 FUNCTIONS OF THE STRATEGY COMMITTEE.................................................................................................. 131
12.1 FINANCIAL REPORTING PROCESS - RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS (AS PER ART. 123-
BIS, PARAGRAPH 2, LETTER B) OF LEGISLATIVE DECREE 58/98) .............................................................................. 134
12.2 DIRECTOR RESPONSIBLE FOR THE SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT .................... 137
12.3 HEAD OF INTERNAL AUDIT .............................................................................................................................. 138
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
19 COMPOSITION AND FUNCTIONING OF BOARD OF STATUTORY AUDITORS (ART. 123-BIS,
PARAGRAPH 2.D), LEGISLATIVE DECREE 58/98) ............................................................................................ 153
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GLOSSARY
Borsa Italiana or Borsa Borsa Italiana S.p.A., head office at Piazza degli Affari 6, Milan (Italy)
The Code of Conduct for listed companies, approved in July 2014 by the
Code of Conduct or Code Committee for Corporate Governance and promoted by Borsa Italiana
S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.
Board of Statutory
Auditors or Statutory The Board of Statutory Auditors of Banca popolare dell’Emilia Romagna.
Auditors
Board of Directors or
The Board of Directors of Banca popolare dell’Emilia Romagna.
Board or B.o.D.
National Commission for Companies and the Stock Exchange with head
CONSOB
office in Via G.B. Martini 3, Rome (Italy).
Supervisory Provisions for Banks issued by the Bank of Italy with Circular
Supervisory Provisions
285 of 17 December 2013 and subsequent amendments and integrations.
The FTSE MIB Index measures the performance of 40 Italian equities and
seeks to replicate the broad sector weightings of the Italian stock market.
The Index is derived from the universe of stocks trading on the main market
FTSE MIB of Borsa Italiana S.p.A. Each stock is analysed for size and liquidity, and the
overall Index provides a fair representation sector by sector. The FTSE MIB
Index is weighted by market capitalisation after adjusting the various
components on the basis of their float.
The Regulation for the Stock Markets organised and managed by Borsa
Stock Market Regulation
Italiana S.p.A.
Market Regulation The Regulation approved by CONSOB Resolution no. 16191 dated 29
October 2007 and subsequent amendments and additions.
CONSOB Related Parties The Regulation issued by Consob with resolution 17221 of 12 March 2010
Regulation on transactions with related parties and subsequent amendments and
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
integrations.
Articles of association or The articles of association of “Banca popolare dell’Emilia Romagna” in force
Articles at the date of this Report.
Consolidated Finance Act Legislative Decree no. 58 dated 24 February 1998 (Consolidated law on
or CFA financial intermediation) and subsequent amendments and additions.
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
Introduction
Pursuant to art. 123-bis of Legislative Decree 58/98, companies that issue securities admitted for trading in
regulated markets are required to prepare and publish an annual "Report on corporate governance and
ownership structure" containing the information required by the above law.
Pursuant to art. 89-bis of the Issuers' Regulation, the Report has to state whether the issuer has not
adopted, or does not intend to continue to adopt, a code of conduct for corporate governance promoted by
the companies that manage regulated markets or by trade associations; and if the issuer does adopt it, the
Report has to give the reasons why one or more of its provisions have not been adopted. The Report must
also indicate the governance practices actually adopted by the Company, over and above those required by
current legislation or regulations.
Preparation of this Report has taken account inter alia of the "Code of Conduct" proposed by Borsa Italiana
S.p.A., as amended in July 2014. Even though BPER currently does not see fit to adopt it formally, this
report is largely based on the "Format for the report on corporate governance and ownership structure"
prepared by Borsa Italiana S.p.A. in January 2015.
The indications of the Italian Stock Exchange for the preparation of the Report have been supplemented by
additional information considered necessary to provide adequate information to members/shareholders and
to the market, as well as reported in CONSOB Communication DEM/11012984 of 24 February 2011 on
"Enquiries pursuant to Article 114, paragraph 5, of Legislative Decree no. 58 of 24 February 1998, on
remuneration, self-assessment of the administrative body and succession plans - Recommendations
regarding information on compensation provided for by art. 78 of Regulation no. 11971 of 14 May 1999, as
amended", for which reference should be made to Section 8.1 of this Report.
The previous Reports on corporate governance prepared by Banca popolare dell’Emilia Romagna, so as this
one, are available on the website www.bper.it in the Governance - Documents Section, as well as on Borsa
Italiana S.p.A.'s website www.borsaitaliana.it.
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1 Profile of the Issuer
Banca popolare dell’Emilia Romagna was incorporated on 1 December 1984, with deed dated 29 December
1983, following the merger of various banks, all more than 100 years old. It is a cooperative company with
registered offices in Via San Carlo 8/20, Modena, Italy. The Issuer is listed on the Mercato Telematico
Azionario (MTA) organised and managed by Borsa Italiana and is part in the formation of the Dow Jones
STOXX 600 Index. The BPER stock is also included in the FTSE MIB index, which means that it is traded on
The After Hours (TAH) market of the Multilateral Trading Facility (MTF).
The objects of the Bank are to gather savings and make loans in various forms to both members and non-
members, applying the principles underpinning the cooperative movement.
Members who are also customers can access special benefits on products and services, including free
insurance cover for "Accidents", "Snatch, theft and robbery" and "Third-Party Liability", custody and
administration of their BPER shares at no cost, lower fees for the rental of safe deposit boxes. There is also
a 10% discount on certain items involved in the maintenance of current accounts, new subscriptions of
certain insurance policies and the issuance of special certificates of deposit, as well as a special credit card
exclusively for members. Other benefits are also available for shareholders who attend the Shareholders'
Meeting to approve the Financial Statements (for details, see the website www.bper.it).
In addition, a series of non-banking benefits for the Members were confirmed and updated for 2015, having
been implemented through agreements with partners operating in various different sectors, including welfare,
tourism, car rentals, technology and airports. A special website www.bperspecialesoci.it has been created to
support this initiative. It contains all pertinent information and there is even a call centre service reserved for
Members.
For specific financial and contractual conditions, reference should be made to the information sheets and
pamphlets available for customers at all Bank's branches.
The Bank also aims to assist the development of productive activities, with particular reference to small and
medium-sized firms, and encourages all forms of savings by the public. In compliance with current
regulations, the Bank is able to carry out all transactions and provide all permitted banking and financial
services, including all transactions that contribute to or are related to the achievement of its corporate objects
and institutional goals.
Since its inception, the Bank has adopted the standard system of administration and control described in
paras. 2, 3 and 4 of Section VI-bis, Chapter V, Title V, Book V of the Civil Code, which envisages the
existence of a Board of Directors and a Board of Statutory Auditors. As things stand, the advantages offered
by the alternative models of governance envisaged in arts. 2409-octies et seq. of the Civil Code are not
considered sufficient to make them preferable to the system already selected.
Banca popolare dell’Emilia Romagna is the parent of the Banking Group of the same name that was formed
in 1992.
Group companies are subject to management control and coordination (as per art. 61 Legislative Decree
385/93) by the Parent Company, which provides guidelines for implementation of the instructions issued by
the Bank of Italy in the interests of the Group and its stability.
At the end of 2014, the BPER Group in Italy comprises 3 banks, in addition to the Parent Company itself, 7
finance-sector companies and 5 property and service companies; as well as the following foreign companies:
BPER (Europe) International s.a. (Grand Duchy of Luxembourg) and Em.Ro. Finance Ireland Ltd (Ireland).
Note that at the end of 2014 the consolidation area also included Polo Campania S.r.l., Melior Valorizzazioni
1
Immobili S.r.l., Adras S.p.A. , Italiana Valorizzazioni Immobiliari S.r.l. and Galilei Immobiliare S.r.l.; they are
not formal members of the Group, since they do not contribute directly to its banking activities.
The maintenance of flexibility and separate identities in the various regional markets is accompanied by
careful exercise of the Parent Company's management and coordination role. This balances the recognition
of operational autonomy with appropriate governance at Group level, ensuring that strategies and strategic
1
In June 2013, BPER acquired 100% of Sarda Vibrocementi S.r.l., subsequently renamed Adras and then transformed
into an S.p.A. (joint-stock company) at the Shareholders’ Meeting on 13 February 2014.
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directions are consistent.
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Group Guidelines on dealings with the Armed Forces and arms manufacturers. Through this report,
for the first time, the BPER Group explains with maximum transparency a sensitive and controversial
topic, indicating the number of companies covered by the above mentioned guidelines, the funding
they have used and details of payments tracked for the purposes of Law 185/90;
• membership of the "Carbon Disclosure Project" (CDP) by filling in a detailed questionnaire by the
Group's Technical and Property Unit; this document details the tons of CO2 saved by BPER in 2013
and its targets for 2014, with a view to continuously improving the environmental sustainability of the
Bank. CDP is an international independent non-profit organisation of global importance, which
provides companies and cities with the only global system for measuring, publishing, managing and
sharing key environmental information. CDP acts on behalf of 767 institutional investors that manage
assets totalling 92,000 billion dollars, collecting information from companies on their greenhouse gas
emissions, the steps they have taken to manage the risks and opportunities related to climate
change and water resource management. CDP today manages the largest worldwide database on
climate change, water and forest resources, and makes it available to support political, strategic and
investment choices;
• publication of the guide to “Pathological gamblers and banking services” (a first at national level),
together with the Reggio Emilia non-profit “Papa Giovanni XXIII”, L.A.G. in Vignola and the Centro
Servizi per il Volontariato di Modena (Service Centre for Voluntary Work);
• adoption of the Decree issued by the Ministry of the Economy and Finance (MEF) and the Ministry of
Economic Development (MISE), which sets out the obligations of banks towards firms that have a
Legality Rating.
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2 Information on the ownership structure (art. 123-bis, paragraph 1, Legislative
Decree 58/98)
Decree 3 (urgent measures for the banking system and investment) was published on 24 January 2015
(Official Gazette 19), requiring among other matters the transformation of cooperative banks into companies
with liability limited by shares (S.p.A.) if their total assets exceed 8 billion euro (on a consolidated basis if the
bank is the parent of a banking group). This Decree, which must be presented to Parliament for conversion
into law, envisages compliance within 18 months of the entry into force of the enabling instructions to be
issued by the Bank of Italy pursuant to art. 29 of Legislative Decree 385/1993. Banca popolare dell'Emilia
Romagna falls within the scope of the cooperative banks covered by this law.
This 2014 Report does not take account of the above Decree, which had not yet been converted into law by
the time the Report was approved.
2.1 Structure of share capital (art. 123-bis, paragraph 1.a), Legislative Decree
58/98)
The share capital of the Bank is variable and is represented by the number of shares issued.
The issue of shares, which is without limit, may be decided in the following ways:
• routinely by the Board of Directors;
• exceptionally, by a resolution adopted at an Extraordinary Shareholders' Meeting.
Given that the shares are traded on a regulated market, pursuant to art. 6 of the articles of association, the
issue of new shares can only be decided by the Extraordinary Shareholders' Meeting, which, however, can
also authorize the Board of Directors to issue shares and bonds convertible into shares of the Company.
At 31 December 2014, the Bank's subscribed and paid share capital amounts to Euro 1,443,925,305 split
into 481,308,435 ordinary shares with par value of Euro 3.00 each.
Shares without
voting rights / / / /
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At 31 December 2014 there were no convertible bond loans.
You are reminded that Shareholders are not necessarily Members, given that BPER is a cooperative bank.
No shares have been issued in other categories.
Pursuant to art. 9 of the articles of association, shareholders who wish to be admitted as a member must
apply in writing to the Board of Directors of the Bank, confirming their acceptance of the articles of
association and the members' regulations. The Board resolves, with reasons, on the application for
admission as a member, having regard for the interests of the Bank, the requirements of the articles of
association and the cooperative spirit. If the application is accepted, the applicant is notified and the
Shareholders' Register is updated.
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.
The 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, pursuant to art. 8, paragraph 3, of the articles of association. The last
resolution on this matter was adopted at the Board meeting held on 28 October 2014, which confirmed 100
as the minimum number of shares to be held.
Individuals, minors included, bodies corporate and legal entities (such as companies, associations,
foundations, and UCITS) may be admitted as members.
Admission as a member is subordinate to verification that the applicant shares the objects of the Bank, its
interests and the cooperative spirit. Unless denied by other circumstances, this requirement is presumed to
be met if the applicant fulfils all the following conditions:
(i) owns at least 100 shares in the Bank;
(ii) has maintained, for at least 90 days, a customer relationship with the Bank or other banks within the
banking group and has shown correctness in the conduct of such relationship.
if the above conditions are not fulfilled, the Board of Directors may make a reasoned decision to admit the
applicant, who, otherwise, demonstrates that the objects of the Bank, its interests and the cooperative spirit
are all shared. In this case, the Board of Directors, by mere way of example, may take account of the
following circumstances:
(i) that the applicant is a respected person, in terms of appointments held and professional qualities, who
increases the prestige of the Bank;
(ii) that the applicant, by reason of the profession or activities carried on, may make business introductions
useful for the Bank;
(iii) with regard to foundations and UCITS,
the materiality of the capital contribution provided to the Bank by the subscription of shares and/or debt
securities issued by the Bank.
The Board of Directors may refuse membership, even though the requirements are met, if applicants do not
provide sufficiently transparent information about their identity and activities, confirming that they share the
objectives and interests of the Bank and the cooperative spirit.
In any event membership will be denied to:
(i) those who force the Bank to take legal action by failing to comply with contractual obligations;
(ii) banned or forbidden persons and those who have been sentenced with the exclusion from holding public
office or executive positions in companies, whether on a temporary or permanent basis;
(iii) individuals, bodies corporate and legal entities that, acting as go-betweens, hold assets for the benefit of
others and do not disclose sufficiently transparent information regarding the real identity and / or activities of
the owner, thereby preventing verification that the admission requirements established in the regulation are
met;
(iv) those responsible for acts that damage the interests or the prestige of the Bank, or in conflict with the
Articles of Association and with the cooperative spirit;
(v) all legal entities and bodies corporate, whose applicable regulations (by reason of their head office or any
other criterion) do not guarantee, in terms of ownership structure, composition, organisation and activities,
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
transparency equivalent to that under Italian law, having taken account of measures and/or
recommendations of Supervisory Authorities and/or market regulation.
Membership is formalised, following adoption of the resolution of admission by the Board of Directors, by
recording the new member in the Register of Members.
Applicants whose applications for membership have been rejected are entitled to appeal to the Board of
Arbiters, using a specific form made available by the Bank. The Board of Arbiters, supplemented by a
representative of the applicants concerned, rules within thirty (30) days of the appeal.
Membership lapses if the party concerned is found to hold fewer than the required number of shares
(currently at least 100 shares in the Bank).
The Regulations for admission to Membership are published on the Bank's website in the Members' Section.
Lastly, note that the remuneration plans submitted to the Shareholders' Meeting, which will be published in
the "Governance" - "Corporate Bodies" - "General Meeting" section of the Bank's website, consist of
"phantom stock plans", which means that they do not lead to any allocation of shares that would involve an
increase in capital, bonus issues included.
2.3 Significant holdings of share capital (art. 123 bis, paragraph 1.c),
Legislative Decree 58/98)
Pursuant to art. 30 of the Legislative Decree 385/93 and art. 12 of the articles of association, no one may
hold shares for a total nominal value that exceeds the limit on participation established by law (1% of the
share capital, though this limit does not apply to UCITS, for which, as we said, the limit is established in their
individual regulations - see the previous paragraph).
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There are no significant holdings of share capital, whether directly or indirectly, subject to notifications made
pursuant to art. 120 of the Legislative Decree 58/98. The Bank is however aware of one shareholder,
authorised to exceed the above limit, that owns more than 1% of share capital (specifically 1.99%).
2.4 Securities carrying special rights (art 123 bis, paragraph 1.d), Legislative
Decree 58/98)
At the time of this Report, no securities carrying special rights of control and/or other special power have
been issued, nor multiple or increased voting shares.
The articles of association do not provide for the issue of multiple or increased voting shares.
2.5 Shares held by employees: mechanism for exercising voting rights (art.
123-bis, paragraph 1.e), Legislative Decree 58/98)
There are no special share ownership systems for employees or special mechanisms for exercising the
voting rights of employee shareholders. Employee Members may give their proxy to another Member
attending Shareholders' Meetings (as all other shareholders) but, pursuant to art. 24 of the articles of
association and art. 2372.5 of the Italian Civil Code, they may not be proxyholders themselves. The same
applies to the employees of BPER subsidiaries.
2.6 Restrictions on voting rights (art 123-bis, paragraph 1.f), Legislative Decree
58/98)
Pursuant to art. 30 of the Legislative Decree 385/93 and art. 24 of the articles of association, given the
Issuer's legal status as a “Cooperative Bank”, each shareholder has the right to one vote, regardless of the
number of shares held.
Pursuant to art. 24 of the articles of association and art 2538.1 of the Italian Civil Code, 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.
Members may be represented at the Meeting by another Member, 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. In any case no Member may represent more than five other Members, except in the
case of legal representation, and voting by correspondence is not allowed.
Again pursuant to art. 24 of the articles of association, members of the Board of Directors may not vote at
Shareholders' Meeting on resolutions regarding their responsibility.
Pursuant to art. 19 of the articles of association, even in the case of pledges and usufruct, the share voting
rights remain with the shareholder concerned.
No other restrictions on voting rights are envisaged.
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
2.8 Change of control clauses (art 123-bis, paragraph 1.h), Legislative Decree
58/98) and provisions of the articles of association relating to takeover bids
(arts. 104, paragraph 1-ter, and 104-bis, paragraph 1)
At the time of this Report, neither the Bank nor its subsidiaries have signed any agreements that would
become effective, be modified or lapse in the event of a change in control over the Issuer or its subsidiaries.
The Bank's articles of association do not provide for the application of the neutralization rules contained in
art. 104-bis, paragraphs 2 and 3 of Legislative Decree 58/98 in respect of takeover bids, nor do they
derogate from the provisions on the passivity rule provided by art. 104, paragraphs 1 and 1-bis of Legislative
Decree 58/98.
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The Offer closed with the entire subscription of the 145,850,334 new shares, for a total of Euro 749,670,717
so there was no need for the underwriting syndicate to intervene.
On 30 July 2014, after the end of the capital increase. the new composition of the share capital (fully
subscribed and paid) at 28 July 2014 has been communicated to the market.
On 16 September 2014, given the resolution resulting from public deed under art. 2505 bis of the Italian Civil
Code, as notarised by Franco Soli, Notary Public in Modena, repertory no. 43213, file no. 13353, 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 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.
On 17 November 2014 the parties signed the absorption into BPER of Banca Popolare del Mezzogiorno
s.p.a. Banca della Campania s.p.a. and Banca Popolare di Ravenna s.p.a., recorded in the respective
Companies Registers.
The merger took legal effect on 24 November 2014, when the merger deed was recorded by BPER on the
Companies Register, but took retroactive tax and accounting effect from 1 January 2014. The merger deed
has been published on the website www.bper.it - Investor Relations - Main Transactions Section.
As a consequence of the above transactions, the shares in the absorbed banks have been cancelled and
new BPER shares, with normal dividend/voting rights, have been allocated in exchange to the non-
controlling shareholders. Therefore the share capital of the Parent Company has increased by Euro
4,891,326.00 through issuing 1,630,442 new ordinary shares.
The current text of the articles of association, updated from time to time, is published on the Bank's website
in the Governance - Documents section.
By resolution of the Board of Directors pursuant to art. 17 of the Bank's articles of association, the Bank may
acquire or redeem its own shares on condition that such purchase or redemption does not exceed the
amount of distributable profits and available reserves allocated for this purpose by the Shareholders'
Meeting, and reported in the latest approved financial statements. The Board may place with others or
cancel the shares purchased.
At 31 December 2014, the Bank held 455,458 treasury shares, representing 0.095% of the total number of
shares making up the Bank's share capital, namely 481,308,435.
2.10 Management and coordination activities (art. 2497 et seq. of the Italian Civil
Code)
Given its cooperative nature, the Bank is not subject to management and coordination by other parties.
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3 Adoption of codes of conduct (art 123-bis, paragraph 2.a), Legislative Decree
58/98)
At the date of this Report, the Bank has not adopted the code of conduct prepared by Borsa Italiana or any
other codes of conduct.
The Bank and the companies within the BPER Group, with head offices in Italy, are not subject to non-Italian
legislation that might affect the structure of their corporate governance.
Even though BPER does not consider it opportune to apply the Code of Conduct proposed by Borsa Italiana,
also in consideration of its particular status as a cooperative bank, it believes that, overall and helped by the
amendments made to the articles of association in recent years, the system of corporate governance
adopted by the Company is in line with the principles contained in the Code, the recommendations made by
the Supervisory Authority and national best practice.
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4 Board of Directors
For the appointment and replacement of members of the Board of Directors, the Bank observes the
provisions of arts. from 30 to 36 of the articles of association and the relevant implementing and transition
rule at the foot of it.
Pursuant to art. 2365, paragraph 2 of the Civil Code, art. 40 of the articles of associations states that it is up
to the Board of Directors to approve any adjustments of the articles of association to comply with legislative
requirements, as well as their merger in the cases provided for in arts. 2505 and 2505-bis of the Italian Civil
Code.
The Chairman and the Directors are elected at the Shareholders' Meeting from among the members and
remain in office for three years. Their appointments expire on the date of the Shareholders' Meeting called to
approve the financial statements for the final year of their mandates, and they may be re-elected. The Board
is renewed partially each year over each three-year period, to the extent of six Directors the first year, seven
Directors the second year and six Directors the third year, bearing in mind that the transitional rule
implementing this system, which has been inserted at the foot of the articles of association, establishes 2011
as the first year, 2012 as the second and 2013 as the third, and so on for subsequent three-year periods.
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. They remain in office until the end of their mandate
as Directors.
In compliance with art. 35.5 of the articles, on 26 October 2010, the Board of Directors appointed as
Secretary to the Board Mr. Gian Enrico Venturini, Deputy General Manager.
All the Directors must be members of the Bank and must possess the attributes required for their
appointment pursuant to current regulations.
The composition of the Board of Directors has to ensure gender balance in accordance with current
regulations.
In addition, pursuant to art. 36 of the articles of association and without prejudice to the other legal reasons
for which they cannot be elected or for which their appointment would lapse, the following persons cannot be
members of the Board of Directors:
It should be noted that art. 36 of the Decree 201 of 27 December 2011 prohibits office bearers in
management, monitoring and control bodies and top officials of companies or groups operating in the credit,
insurance and financial services markets from accepting or exercising similar positions in competitors'
companies or groups.
For the purposes of this ban, companies or groups are considered competitors when there is no control
relationship in accordance with art. 7 of Law 287 of 10 October 1990 and they operate in the same markets
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
in terms of product and geographical area.
Members of the Board of Directors are elected from lists presented by members in accordance with the
provisions of arts. 31 and 32 of the articles of association and shown below.
• the list 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;
• 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;
• the candidates, who must be listed in numerical order, must include at least two that are specifically
identified as meeting the independence requirements established for statutory auditors in art. 148.3
of Legislative Decree 58/98, as well as any additional requirements contained in the applicable
legislation and regulations that may be in force from time to time;
• 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;
• 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.
It is worth recalling that art. 31, paragraph 2.d) of the articles of association makes reference to the terms
and conditions required by law for the filing of lists at the registered office of the Company (at the date of this
report, the legislation requires it to be deposited at least 25 days prior to the date of the Shareholders'
Meeting at first calling).
Under art. 147-ter, paragraph 1-bis of Legislative Decree 58/98, Members can use a remote means of
communication to submit voting lists, in accordance with the rules laid down and communicated in the notice
that convenes the Meeting.
Each member or group of members can only present and vote one list of candidates.
Each candidate may only appear on one list or, otherwise, will be ineligible for election.
Lists that satisfy the requirements of law and of the articles of association for admission are considered valid.
The articles of association do not provide criteria for exclusion from the counting of the votes such as those
permitted by art. 147-ter, paragraph 1 of Legislative Decree 58/98.
The election of the Board of Directors is conducted in accordance with art. 32 of the articles of association.
In particular, if one or more lists are presented by the members, all of the Directors to be elected are taken,
in the numerical order in which they are listed, from the one that obtains the largest number of votes, except
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
for one who is taken from the list that obtains the second largest number of votes, always in the numerical
order in which he is listed (known respectively as the "Minority Director" and the "Minority List") in
accordance with art. 32.2.2. of the Articles of association.
In the event of a voting 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 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.
If only one valid list is presented, all the directors to be elected are taken from that list.
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, both deleting the candidates for which they
do not intend to vote and, if desired, adding one or more new candidates in place of those deleted. The
candidates obtaining the largest 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.
If no valid list is presented and the Board of Directors does not make a proposal pursuant to art. 32.4 of the
Articles of association, 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.
If, during the year, one or more Directors are no longer available, they are to be replaced according to the
provisions of art. 33 of the articles of association.
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, 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.
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
The Meeting votes on the replacement by a relative majority without any list restriction, choosing from among
the candidates proposed by the members.
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 33 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. 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.
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.
Proposals of candidates by the Members follow the same terms and conditions as for the submission of lists
for Board elections. For further details, see art. 33 of the articles of association.
The Directors taking over each assume the residual period of office of the person they replaced.
Pursuant to art. 34 of the articles of association, the members of the Board of Directors must satisfy the
requirements of professionalism and integrity required by law and at least four of them must also meet the
independence requirements established for statutory auditors in art. 148.3 of Legislative Decree 58/98.
The Board of Directors ensures that newly appointed Directors meet the requirements of integrity,
professionalism and independence required by law and by the articles of association, as well as their
compatibility to hold office pursuant to art. 36 of the Decree Law 201 of 27 December 2011 (the so-called
ban on interlocking).
As regards the self-assessment of the Board of Directors, and information on the best qualitative and
quantitative composition provided by the Board and the desirable professional profiles of the Directors being
appointed by the 2015 Shareholders' Meeting, please refer to paragraph 4.3 below.
In 2002 the Board of Directors adopted a “gentlemen's agreement” (made known at the Shareholders'
Meeting held on 18 May 2002) whereby the Chairman and the Directors have agreed to abstain from
applying for re-election to their respective roles on reaching the ages of 75 and 80, respectively. The
Directors have in any case agreed to resign on reaching the age of 80. This personal commitment has been
made on the honour of each Director from the end of the 2002 financial year.
Under the provisions of CONSOB communication no. DEM11012984 of 24 February 2011, we would point
out that the Bank has not, to date, adopted a succession plan for executive directors, nor special
arrangements in the event of their replacement prior to the normal expiry date.
4.2 Composition of the Board (art 123-bis, paragraph 2.d), Legislative Decree
58/98)
Pursuant to art. 30 and 35 of the articles of association, the Board of Directors consists of nineteen directors
and elects the Chairman and up to three Deputy Chairmen from among its members.
The Board is renewed partially each year over each three-year period, to the extent of six Directors the first
year, seven Directors the second year and six Directors the third year, bearing in mind that the transitional
rule implementing this system, which has been inserted at the foot of the Articles, establishes 2011 as the
first year, 2012 as the second and 2013 as the third, and so on for subsequent three-year periods. The
Chairman and the Directors are elected at the Shareholders' Meeting from among the members and remain
in office for three years. Their appointments expire on the date of the Shareholders' Meeting called to
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
approve the financial statements for the final year of their mandates, and they may be re-elected upon the
expiry of such mandates.
At the end of 2014 and at the date of this Report, the composition of the Issuer's Board of Directors was and
is presented in the following table, which indicates the dates of appointment and expiry of the mandate of
each Director (for further information please read the attached table).
Chief Executive
Alessandro Vandelli 12/4/2014 31/12/2014
Officer*
(1)
Fioravante Montanari ** Director 12/4/2012 31/12/2016
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
(§) The date of the Board meeting that appointed the Chairman/Deputy Chairman/CEO
(*) Members of the Executive Committee
(**) Independent Directors.
(1): Fioravante Montanari, a member of the Board of Directors of BPER and well-known businessman from Bologna, died on 29
September 2014. The Board of Directors remembers the professionalism, valuable contribution and support that he gave to the Bank
over the years. The Board of Directors has decided not to coopt a replacement for Fioravante Montanari, since the size of the Bank's
Board will gradually decrease to reflect the reduced complexity of the Group and the outcome of the rationalisation processes currently
underway or planned. The number of directors will also be affected by the work necessary to comply with the related new Supervisory
Instructions, to be implemented within the established time frames. This decision also took account of the proposed amendments to the
articles of association that will be presented to the Shareholders' Meeting in April 2015.
No changes in the composition of the Board took place between the end of 2014 and the date of this report.
The Bank deems “non-executive” those Directors who do not have mandates or perform functions, formally
or in practice, relating to the operations of the Bank. At that time of approving this Report, there are no
executive Directors other than the Chief Executive Officer and the members of the Executive Committee. For
further information, see paragraphs 4.5 and 4.6 below.
As regards the independent Directors, see paragraph 4.7.
A summary description of the personal and professional characteristics of each Director is shown below,
indicating their professional experience and skills, together with the offices held in other organisations, based
on the latest information known to the Bank.
Ettore Caselli started his career in 1964 at Banco S. Geminiano e S. Prospero. He was appointed as a bank
official in January 1971 and was the Manager of several major branches of that bank until July 1984.
In 1984 he joined Banca Popolare di Cavezzo as Deputy General Manager, and then as General Manager in
October 1986.
In May 1987, following the absorption of that bank by Banca Popolare dell'Emilia, he became Central
Management's representative in the Loans area. Becoming Deputy Central Manager in May 1992, he took
responsibility for managing the Romagna Area.
In January 1995 he took the role of Central Manager, later becoming Deputy General Manager of the Bank
and then General Manager from July 2003 until December 2007.
In October 2009 he was appointed as Deputy Chairman of the Bank.
Since 18 January 2011 he has been Chairman of the Board of Directors of Banca popolare dell’Emilia
Romagna.
In 2012 he became an Officer of the Order of Merit of the Republic of Italy.
Currently he is also Chairman of Assopopolari - National Association of Cooperative Banks, Director di ABI -
Italian Banking Association, Deputy Chairman of ICBPI - Istituto Centrale delle Banche Popolari Italiane
s.p.a. and Chairman of the Advisory Board of ICBPI.
Offices currently held in the BPER Group: Chairman of BPER (Europe) International S.A.
Alberto Marri has a degree in Economics and Commerce. While at university, he also began working in the
family firm, “Maglificio GIN MAR s.r.l.”, first as Administration Manager and later as a Director. He also
attended courses in the Analysis of Financial Statements held by SDA Bocconi.
In 1984, he became a Director of Delta Gas S.p.A., a family business which manages and distributes natural
gas. He subsequently became its CEO and then Chairman. Delta Gas was taken over by Thuga (Germany),
a subsidiary of the multinational E.ON, and became Thuga Triveneto, of which he was Chairman until May
2006.
He has been a Director of a various consortiums and trade associations. He was formerly an independent
director of META S.p.A. and Chairman of the Audit Committee until that company's absorption by Hera
S.p.A.
He also served as a Director of Hera S.p.A., Hera comm S.r.l. and Banca della Campania S.p.A..
Other positions currently held include: Chairman and Chief Executive Officer of Fingas S.r.l.; Sole Director of
Finenergie S.r.l. and Palazzo Trecchi S.r.l.; Director of Palazzo Foresti S.r.l.; Director of Galilei Immobiliare
S.r.l.
Offices held in the BPER Group: Director of Banco di Sardegna S.p.A..
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
1995. He continued to run the professional firm founded by his father, Pier Alberto, back in 1932, providing
advisory services to companies, individuals and public bodies with particular expertise in special
transactions, corporate reorganisations and business solutions for companies in crisis.
Currently, "Studio Commerciale Associato Boldrini" consists of eight partners, with several associates and
employees.
He has spoken at many important conferences and seminars on tax matters, public utilities and public sector
accounting.
He has also served as Chairman of the Rimini Chamber of Accountants and the Emilia Romagna Regional
Union of Chambers of Accountants and a member of the National Council of Italian Public Accountants.
He is a Director of Marr S.p.A. and of Casa di cura Villa Maria S.p.A.
Offices currently held in the BPER Group: Director of Banco di Sardegna S.p.A..
Luigi Odorici has a degree in Economics and Commerce from Bologna University (1971).
He was employed by Banca Popolare di Modena in December 1973.
After managing various branches of the Bank, he was Head of the Modena and Reggio areas for the
analysis of loans with the Business Affairs Department from March 1991 to September 1995.
In 1995 he became Deputy Commercial Manager of Banca popolare dell'Emilia Romagna, then serving as
Commercial Manager until 2004.
Later he was appointed Deputy General Manager of Banca CRV Cassa di Risparmio di Vignola until he was
appointed Deputy General Manager of BPER in January 2008.
From 1 November 2011 to 31 December 2012 he was BPER's General Manager.
From 10 January 2012 to 15 April 2014 he was Chief Executive Officer of BPER, and became Deputy
Chairman on 16 April 2014.
He has been Deputy Chairman of Unione Fiduciaria; Director of FITD - Fondo Interbancario di Tutela dei
Depositi, Polis Fondi S.g.r., Cartasì S.p.A., PROMO S.c.r.l. - Società per la promozione dell'economia
modenese, ABF Factoring S.p.A., Metelliana S.p.A., Banca CRV S.p.A., Meliorbanca s.p.a., Carispaq S.p.A.
and Dexia Crediop S.p.A.; member of the Board of Directors and of the Executive Committee of ABI –
Associazione Bancaria Italiana, and of the Board of the Modena Chamber of Commerce, representing the
banking and insurance sectors.
Other positions currently held include: Chairman of BPER Services S.c.p.a. and Deputy Chairman of Banco
di Sardegna S.p.A., a BPER Group company.
Alessandro Vandelli graduated with honours in Economics and Commerce from Modena University in
1984. He subsequently attended various management training courses. He has collaborated with business
associations in the publication of various research papers and has lectured at university.
He has been an employee of the Bank since 1984, over the years filling numerous management positions: in
1992 he was Head of Accounts Analysis at the Credit and Loans Department; after gaining experience in the
branch network, in 1996 he was called upon to start up the Corporate Finance sector; in 2005 he was Head
of the Equity Investments and Special Projects Unit; in 2007 he took on the role of Central Manager with
responsibility for the Group Strategy and Management Department; in 2008 he was appointed Deputy
General Manager; in 2010 he transferred to Banco di Sardegna and served as General Manager.
On 1 July 2012 he returned to Banca popolare dell’Emilia Romagna as Deputy General Manager and Chief
Financial Officer. Since 16 April 2014 he holds the position of Chief Executive Officer of BPER.
He has also been Deputy Chairman of Arca S.g.r. S.p.A. and Director of Arca Merchant S.p.A., Promac
S.p.A., Finduck Group S.p.A., Imco S.p.A. and Alba Leasing S.p.A., as well as of such BPER Group
companies as Metelliana S.p.A., Meliorbanca S.p.A., Banca della Campania S.p.A. and Em.Ro. Popolare
S.p.A.; he has also served on the investment committees of various private equity funds.
He is a member of the Board of Directors and of the Executive Committee of ABI - Associazione Bancaria
Italiana; Director of FITD - Fondo Interbancario di Tutela dei Depositi and Deputy Chairman of Unione
Fiduciaria S.p.A.
Offices currently held in the BPER Group: Director of BPER Services S.c.p.a.
Antonio Angelo Arru graduated in Law on 23 June 1972. Professor of Criminal Procedure at the Faculty of
Law at the University of Cagliari. Professor of Criminal Law at the Faculty of Political Sciences at the
University of Cagliari. Member of the Bar of Cagliari and authorised to operate in the higher courts of law. A
practising lawyer in Cagliari with Law Offices at Via Carlo Fadda 5.
He has been a member of the Board of Statutory Auditors of Cassa Depositi e Prestiti and, in the period from
2007 to 2010, of the President's Committee of ACRI - Associazione Casse di Risparmio Italiane; Councillor
of the Cagliari Opera House, from which he resigned on 26 November 2013. From 15 March 2002 to 18 April
2013 he held the position of Chairman of Fondazione Banco di Sardegna.
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
Chairman since 1996 of the Supervisory Committee for the extraordinary administration of IRA Costruzioni,
at the Ministry of Economic Development.
Offices currently held in the BPER Group: Chairman of the Board of Directors of Banco di Sardegna S.p.A.
Giulio Cicognani graduated in Electronic Engineering (1972) and worked at Telettra in Vimercate (Milan)
until 1975, when he was hired by Sacmi in Imola to work in the technical department of the automation
sector. He then began a series of experiences abroad and was promoted to Sales Manager (1981) before
moving into general management (1987) and later becoming General Manager of the Sacmi Group (1990).In
2007, at the age of 60, he retired from his position in Sacmi, being of pensionable age, but remained as a
consultant until 2009.
From 2003 to 2011 he served as Chairman of FBR Elpo S.p.A. (Catelli Group, Parma). From 2002 to 2009
he served as Chairman of Sacmi Filling S.p.A., Sacmi Verona S.p.A. (formerly Sacmi Labelling S.p.A.) and
Sacmi Packaging S.p.A.. Between 2003 and 2010 he was Chairman of Gram Equipment Vojens (DK) and of
Gram Equipement Italia S.r.l. (Rossi & Catelli Group, Parma).From 2003 to 2010 he was Deputy Chairman of
"UCIMA", the industrial association for manufacturers of packaging machinery. He has been a member and
Chairman of the Board of Directors of “Montecatone Rehabilitation Institute S.p.A.”. He has been a member
of the Board of Directors of Raytec Vision S.p.A.
Since 2009 he has been a member of the Board of Directors of Cavanna S.p.A., a leading packaging firm
(currently still in office) and since 2011 of Kale Italia S.r.l. formerly Fincuoghi Edilgres, a manufacturer of
ceramics in the district of Sassuolo - Modena (currently still in office).
Positions currently held: Chairman of Cavanna S.p.A.; Director of Kale Italy S.r.l. and Fondazione
Montecatone Rehabilitation Institute.
Cristina Crotti graduated in Business Economics, specialised in the Economics of Financial Intermediaries
at the Università Commerciale “L. Bocconi”, in March 1996.
From January of that year, she carried out professional activities in the group of companies controlled by the
Crotti Family – Energei Group (Dr. D. Bernardi S.r.l., Olona Gas S.r.l., Di. Me S.r.l., Simgas Nord S.r.l.,
Garda Est S.r.l., Diana Gas S.r.l., S.Quirico Gas S.p.A.). She has been Chairman of the Board of Directors di
G.E.I. - Gestione Energetica Impianti S.p.A.. She was a Director of Banca Popolare di Crema from 1998 to
May 2011.
She became Deputy Chairman di Anigas (Associazione Nazionale Industriali Gas) in 1993 and, in 2011, a
member of the Technical Committee on Energy at Confindustria. In 2009 she became Deputy Chairman
responsible for economics, training and lending at the Cremona Industrial Association.
Positions currently held: Chairman of the Board of Directors of Enercom S.r.l., ICE - Informatizzazione
Commercio Energia S.r.l., Omnia Servizi S.r.l. and Tennis Sport S.r.l.. She is Sole Director of Gas 2000
S.p.A. and M&P Energy S.r.l. as well as Director of Caraverde Energia S.r.l., Assindustria Servizi S.p.A. and
Pide Ingegneria S.r.l..
Pietro Ferrari graduated with a degree in Civil Engineering from the University of Bologna in 1981. The
following year he joined the family business, Ing. Ferrari S.p.A., as sole director. In 1990 he became CEO.
Alongside his corporate career, he also took on various positions in Confindustria. From 1986 to 1989 he
was Chairman of the Youth Group of what was then the Industrial Association of Modena. From 1994 to
2002 he was Director in charge of Confindustria Modena for the environment and safety, as well as for
energy and public utilities. From July 2002 to June 2008 he was Vice President of Confindustria Modena and
Confindustria Emilia-Romagna.
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This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
He has been Chairman of the Board of Directors of UIMServizi S.r.l..
From 2002 he has served on the National Committee of Confindustria for infrastructure, the environment and
public utilities and on the Advisory Commission on competitiveness.
Positions currently held include: Chairman and Chief Executive Officer of Ing. Ferrari S.p.A.; Chairman of the
Board of Directors of T.I.E. (Trasporti Intermodali Emilia) S.r.l.; Director of GRID Modena S.r.l., Nuova
Didactica S.c.ar.l., S.A.I.M.O. S.p.A. and Sesamo S.p.A.; Member of the Executive Committee (Past
President) of Confindustria Modena.
Elisabetta Gualandri has a degree in Economics and Commerce from the University of Modena, a Masters
in Financial Economics from University College of North Wales and is listed on the Official Register of
Auditors.
She is Professor of Economics of Financial Intermediaries at the "Marco Biagi" Department of Economics at
the University of Modena and Reggio Emilia, where she carries out research and consultancy for the CEFIN
Banking and Finance Research Centre and for Softech-ICT (industrial research centre) of which she is the
deputy director.
She is the author of numerous studies and publications on the management and regulation of financial
intermediaries, including with S. Cosma: The Italian Banking System and the Financial Crisis, Palgrave
Macmillan, 2012.
She was a Statutory Auditor of the Bank of Italy from 2007 until she was co-opted onto the Board of
Directors of BPER on 28 August 2012.
Presently a member of the Board of Directors of IGD SIIQ S.p.A. - Immobiliare Grande Distribuzione, the
Board of Directors of Datariver S.r.l. - Spin Off of the University of Modena and Reggio Emilia - and of the
Technical and Scientific Committee of the Knowbel Incubator at the Tecnopolo di Modena at 'Unione Terre
dei Castelli’.
Giovampaolo Lucifero graduated in Law from the Luiss University of Rome in 1989.
Member of the Register of Insurance Agents since 1992, Registered Lawyer since 1993 and Registered
Financial Advisor since 1994.
He has performed professional activities at Studio Agenti di cambio Forti-Mortari-Mortari (1989-1991) and
acted INA-Assitalia General Agent in Crotone (1992-1997) and Varese (1997-2010).
He was also an asset manager at Gemina Credit-Lyonnaise SIM (1991-1992).
He was responsible for various commissions appointed by ANAGINA (National Association of INA-Assitalia
General Agents) (1996-2004) and served as Deputy Chairman of that association (2003-2004), as well as
Director of the Pension Fund for INA-Assitalia General Agents (1999-2003).
He has been a member of the Board for the advanced services sector of the Varese Unione Industriali since
2002 and was appointed Chairman in 2014.
He became a partner in GPM Insurance Broker in 2010.
Positions currently held: Sole Director of Gipielle S.r.l., Director of Emmepi Assicurazioni S.r.l.; Director of
Società Agricola Ceraso S.a.s., Partner of Società Agricola Volta della Torre.
Giuseppe Lusignani graduated in Economics at the University of Modena and continued his studies in
Finance at New York University before obtaining a Ph.D. in Capital Markets and Financial Management
(University of Bergamo).
He is Professor of Economics of Financial Intermediaries at the University of Bologna (three-year degree
courses) and Economics and Techniques of Financial Markets (five-year degree) at the School of
Economics, Management and Statistics.
He has also taught Portfolio Theory, Financial Policies, Economics of Financial Systems and Risk
Management at the same University. He has lectured on Portfolio Management at Warsaw University and on
Risk Management at Università Cattolica (Ph.D course in Markets and Financial Intermediaries) and at Siena
University (Master in Risk Management).
His research has covered numerous aspects of the functioning of financial markets and the banking system
in Italy and in Europe. He is the author of numerous publications on the financial markets, the management
of banks and risk management topics.
He has collaborated with the Bank of Italy, Consob, the Italian Competition Authority, Assogestioni,
Associazione Bancaria Italiana, and the Patti Chiari Consortium. He has advised leading financial institutions
on risk management and financial management topics.
He was Deputy Chairman of Azienda Farmaceutica Municipalizzata di Bologna; Chairman of the Committee
of Wise Men of the TLX regulated market; Chairman (independent) of CR Firenze Gestion Internationale
S.A.; Chairman of Prometeia Advisor SIM; Director of Eptaconcors S.p.A., Eptasim S.p.A., Eptafund S.g.r.,
Finecogroup S.p.A., Unipol S.g.r. (independent).
26
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
He is a member of the Scientific Committee of Prometeia, Association for Econometric Forecasting,
Honorary Member and Chairman of the Board of Arbiters of AIFIRM, Italian Association of Financial Risk
Managers, and Chairman of the Scientific Committee of ABIFORMAZIONE (Risk Management programme).
He is a member of the Disciplinary Commissions of Borsa Italiana S.p.A. and Cassa di Compensazione e
Garanzia S.p.A., member of the board of Banca Impresa Società (magazine published by Il Mulino) and of
the Editorial Board of Bancaria (magazine published by Bancaria Editrice).
Currently he is Chairman of VER Capital S.g.r.; Director of MARR S.p.A. and Deputy Chairman of Prometeia
S.p.A.
Offices held in the BPER Group: Deputy Chairman of Optima S.p.A. SIM.
Giuseppina Mengano graduated in Law from the "Federico II" University of Naples, where she worked as a
lecturer from 1969 to 2005. She is a lawyer and a freelance journalist. From 1975 she worked in the family
business, "Amarelli" of Rossano, which makes liquorice, in the field of communications strategy and as head
of institutional relations, subsequently taking over the duties of Chairman and Head of the Liquorice
Museum.
She has been a member of the National Executive Council of AIDI (the Association of Italian Confectionery
Industries); President of the Agro-food Section of the Industrial Association of Cosenza; Vice President of
ANM S.p.A. (Azienda Napoletana Mobilità); Chairman of the Assessment Unit of the Civil Hospital of Caserta
(of national importance and highly specialised); Board member of Metronapoli S.p.A., as well as a member
of many professional and cultural associations.
She was awarded the title of "Cavaliere del Lavoro" by decree of the President of the Republic Giorgio
Napolitano and "Cavaliere Ufficiale dell’Ordine al Merito della Repubblica Italiana" by the President of the
Republic Carlo Azeglio Ciampi. She is an honorary citizen of the city of Rossano.
Other positions currently held include: limited partner of Amarelli Fabbrica di Liquirizia di Fortunato Amarelli
& C. S.a.s., member of the Board of Arbiters of AIDEPI (Association of Italian Cakes and Pastries Industries)
and of the Board of the Southern Italian Group of the "Cavalieri del Lavoro"; President of Tecnesud
(Consortium for the technological development of Calabria); Chairman of the Audit Committee of the
organisational model pursuant to Legislative Decree 231/2001 of ANM S.p.A. (Azienda Napoletana Mobilità);
member of the national executive council and Chairman of the Supervisory Body of the TCI (Touring Club
Italiana), member of the Board of Directors of Aurora S.r.l., of the Oriental University of Naples, of the
National Scientific and Technical Committee of UCID (Christian Union of Business Executives), of the
Leonardo Committee and of the Museimpresa.
Daniela Petitto graduated in law with top honours from the Federico II University of Naples in the 1990-91
academic year, with a thesis on company law.
In 1993, she came first in the competitive exam for the specialisation in Civil Law at the Federico II University
of Naples.
Admitted to practice law in 1995.
Specialist degree in Civil Law with top honours in the 1995-96 academic year.
She has held teaching appointments at the Department of Civil Procedure, University of Naples under Prof.
Modestino Acone and has published papers on the subject of forced sales and the transcription of legal
proceedings in the Journal of Procedural Law.
In 2000, she came first in the competitive exam to qualify as a lawyer in the Campania Region.
She practices as a lawyer in civil and labour law, enrolled in the Court of Avellino.
At present, she does not have any operational role or position of management or control in companies or
27
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
entities other than BPER.
Deanna Rossi took increasing responsibility over time in the family firm of Rossi Motoriduttori S.p.A.,
Modena (later Rossi S.p.A.), where she was a member of the Board of Directors and then Chairman until
2004.
Other positions currently held include: Chairman and Chief Executive Officer of Fingreg S.p.A. and of GRIM
S.p.A.
Offices currently held in the BPER Group: Director of Banco di Sardegna S.p.A.
Angelo Tantazzi has a degree from Milan's Bocconi University. He was an assistant and then full professor
at the University of Bologna. He completed his studies at the Brookings Institute in Washington. From 1982
to 2001 he held the chair of Economic Policy at the University of Bologna's Faculty of Political Science.
He has taken part in various government-appointed commissions and was Economic Advisor to the Prime
Minister (1996-1998); member of the Scientific-Technical Committee of the Ministry of Economic Planning
(1993-1997) and of the Senior Council of the Central Statistics Institute (1980-1983).
He has been Chairman of Borsa Italiana S.p.A., Cassa di Compensazione e Garanzia S.p.A. and Monte
Titoli S.p.A. (2000-2011); Deputy Chairman of London Stock Exchange Group plc (2007-2010); Director of
Mittel Generale Investimenti S.p.A., Coesia S.p.A. and MiRe S.g.r. S.p.A.
Other positions currently held include: Chairman of Prometeia S.p.A. and MUS-E Bologna Onlus; Deputy
Chairman of Il Mulino S.p.A.; Director of Promedi S.r.l..
The following summary table relates to the Shareholders' Meetings that elected the current members of the
Board of Directors, except for the Directors co-opted in the meantime:
List no. 1
Shareholders presenting list no. 1
no. Name Place of birth / Head office Province Date of birth/ Tax code /
VAT number
1 PIERO FERRARI CASTELVETRO DI MODENA MO 22/05/45
28
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
Total % of BPER's share capital held by the shareholders presenting list no. 1,
as declared by them: 0.659%
List no. 2
Shareholders presenting list no. 2
List of persons elected and percentage of Elected from List 1: 11,649 votes (63.88% of votes)
votes
1. Ettore Caselli;
2. Romano Minozzi (independent);
29
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
3. Mario Zucchelli (independent);
4. Giosuè Boldrini (independent);
5. Giulio Cicognani (independent);
6. Valeriana Maria Masperi (independent).
Elected from List 2: 6,121 votes (33.56% of votes)
7. Giuseppina Mengano (independent).
List no. 1
Shareholders presenting list no. 1:
no. Name Place of birth / Head office Province Date of birth/ Tax code /
VAT number
30
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
19 SERGIO ARTIOLI MODENA MO 17/8/1932
31
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
47 DAVIDE BATTISTINI TURIN TO 18/2/1963
32
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
75 GIANLUCA BETTELLI VIGNOLA MO 4/10/1968
33
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
103 ARRIGO BORELLI FORMIGINE MO 21/5/1942
34
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
131 LORENZO CALZOLARI MIRANDOLA MO 11/3/1959
35
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
159 ROBERTA CAVANI SASSUOLO MO 4/11/1963
36
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
187 MANUELA CROTTI REGGIO NELL'EMILIA RE 15/9/1971
37
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
215 ECO ENERGIE SRL CREMONA CR 1181970193
38
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
243 CARLA FIANDRI MODENA MO 4/11/1953
39
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
271 REMO GANDOLFI PAVULLO NEL FRIGNANO MO 12/9/1948
40
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
299 CRISTINA GIROTTI CONCORDIA SULLA MO 27/8/1960
SECCHIA
300 VANNA GOLINELLI CAVEZZO MO 23/9/1956
41
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
327 ANNALISA LANCELLOTTI MODENA MO 13/1/1962
42
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
355 GIOVANNI MALAGUTI MODENA MO 27/12/1984
43
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
383 MARIALISA MASELLI CASTELFRANCO EMILIA MO 29/4/1982
44
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
411 MARCO MORGILLO MODENA MO 30/10/1987
45
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
439 NARIDO PALAZZINI FANANO MO 6/11/1943
46
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
467 LUCA PIACENTINI MODENA MO 27/1/1993
47
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
495 SILVANO RADIGHIERI FORMIGINE MO 9/11/1935
48
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
523 MARTINA ROSIGNOLI MODENA MO 22/9/1988
49
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
551 SERGIO SELMI MODENA MO 26/12/1940
50
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
579 MARCO TAMAGNINI MODENA MO 1/5/1971
51
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
607 ANNA MARIA VECCHI MODENA MO 12/10/1969
52
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
635 ALBERTO ZARRELLI MODENA MO 28/4/1960
Total % of BPER's share capital held by the shareholders presenting list no. 1,
as declared by them: 1.24%
List no. 2
Shareholders presenting list no. 2
no. Name Place of birth / Head Province Date of birth/
office Tax code / VAT
number
53
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
CORTI
26 GIUSEPPINA BAGGIO CASTELBUONO PA 9/2/1947
27 GIUSEPPE BAIOCCO ISCHIA NA 10/11/1981
28 VINCENZO BAIOCCO ISCHIA NA 5/3/1942
29 ELISABETTA BALATRONI RAVENNA RA 13/12/1962
30 FEDERICO BALATRONI FAENZA RA 26/5/1959
31 IVANOE BALATRONI RIMINI RN 18/6/2023
32 ANNA MARIA BALDELLI FOSSOMBRONE PU 7/8/1931
33 CARLO BALDINI MONTESE MO 20/7/1955
34 ANNA RITA BALLERINI MIRANDOLA MO 11/9/1960
35 MONICA BANORRI MODENA MO 18/12/1968
36 GIUSEPPE BARACCANI MONTESE MO 2/1/1949
37 MARCO BARALDI MILAN MI 7/5/1961
38 ACATE BARBANTI CAVEZZO MO 11/4/1930
39 ANDREA BARBANTI CAVEZZO MO 21/11/1960
40 GIORGIO BARBI REVERE RE 9/6/1941
41 PAOLA BARBIERI GUIGLIA MO 28/4/1960
42 GABRIELE BARTOLACELLI FORMIGINE MO 25/1/1947
43 OFAL BARTOLUCCI FANO AN 28/6/1934
44 GIANCARLO BASSI MODENA MO 8/5/1950
45 ERMANNO BATTAGLIA BUSTO ARSIZIO VA 30/9/1939
46 FRANCESCO BATTAGLIA MODENA MO 2/5/1973
47 GABRIELE BATTAGLIA MODENA MO 29/3/1979
48 KETTI BAZZANI SASSUOLO MO 5/6/1975
49 COSETTA BEGGI MODENA MO 31/10/1959
50 ANNA MARIA BELARDINELLI RIMINI RN 2/7/1942
51 ROSSELLA BELLEI MODENA MO 23/6/1965
52 MONICA BELLINI MODENA MO 17/8/1960
53 LARA BENATTI CAVEZZO MO 11/9/1939
54 ROBERTA BENEDETTI MODENA MO 9/12/1954
55 ADALBERTO BENEDETTI FORLI' FC 12/9/1940
56 ANSELMO BENEVENTI SERRAMAZZONI MO 23/3/1940
57 LUCIANO BERCELLI VERONA VR 16/10/1942
58 ROBERTO BERGAMINI MODENA MO 28/7/1966
59 WILLIAM BERGAMINI FINALE EMILIA MO 13/2/1949
60 CLARICE BERGONZINI SPILAMBERTO MO 16/6/1958
61 JUAN PEDRO BERNINI ARGENTINA ARGENTINA 24/7/1953
62 CARLA BERTACCHINI MODENA MO 19/11/1947
63 ALDO BERTARINI MONTESE MO 6/12/1943
64 ANTONIO BERTARINI MODENA MO 25/8/1970
65 GIOVANNA BERTARINI CASTEL D'AIANO BO 11/7/1936
66 LORENZO BERTARINI MODENA MO 10/12/1975
67 DENIS BERTOLANI SCANDIANO MO 13/8/1979
68 GIOVANNI BERTOLANI CASTELLARANO RE 12/7/1950
69 MARIO BEVINI MODENA MO 22/10/1930
70 ROBERTA BEVINI MODENA MO 21/9/1961
54
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
71 DELFINA BEVITORI NOVAFELTRIA RN 3/8/1941
72 ALBERTO BIAGINI CASTELFRANCO MO 26/9/1962
EMILIA
73 BIANCA BIAGINI BAZZANO MO 1/8/1938
74 BIAGINI TEMPRA METALLI MODENA MO 01594500363
SRL
75 ELENA BIANCHINI SAN FELICE SUL MO 19/12/1952
PANARO
76 GIORGIO BIGARELLI CARPI MO 31/8/1953
77 EUGENIO BIGI REGGIO EMILIA RE 31/7/1941
78 GIOVANNA BIGI REGGIO EMILIA RE 24/12/1944
79 ROSALIA BIONDI CENTURIPE EN 8/5/1963
80 MARINELLA BOASSA S.NICOLO' OR 3/2/1950
D'ARCIDANO
81 PIERANGELA BOASSA S.NICOLO' OR 1/2/1960
D'ARCIDANO
82 ANNA MARIA BONACINI MODENA MO 2/10/1955
83 DANIELE BONAVITA VALLESACCARDA AV 6/12/1976
84 ELISEO BONAVITA VALLESACCARDA AV 28/6/1978
85 GERARDO BONAVITA TREVICO AV 5/5/1947
86 FRANCESCO BONDI MODENA MO 5/1/1986
87 GIAN LUIGI BONDI PRIGNANO S/S MO 26/3/1953
88 MONICA BONI SASSUOLO MO 30/11/1967
89 JACOPO BONORA BOLOGNA BO 26/8/1975
90 LEDA BONORA ETHIOPIA ETHIOPIA 16/9/1944
91 MAURIZIO BONORA BOLOGNA BO 6/12/1944
92 MASSIMILIANO BONU MILAN MI 6/4/1982
93 LUCA BONZAGNI CASALECCHIO DI BO 26/5/1960
RENO
94 ALESSANDRO BORCHINI PARMA PR 20/7/1974
95 SERGIO BORELLI SASSUOLO MO 11/12/1941
96 CORRADO BORELLI SASSUOLO MO 13/8/1968
97 BORELLI CORRADO DITTA INDIVIDUALE FIORANO MODENESE MO 03250810367
98 FRANCESCA BORELLI SASSUOLO MO 18/2/1990
99 MATTEO BORELLI SASSUOLO MO 18/2/1990
100 GIANCARLO BORGHI MODENA MO 3/1/1933
101 ISABELLA BOSIO BOLOGNA BO 5/2/1979
102 GIUSEPPINA BRIGLIA BICCARI FG 10/2/1956
103 ROBERTO BRUNI MODENA MO 9/5/1948
104 MARIANO BUCCA U.S.A. U.S.A. 24/1/1963
105 ENRICO BUFALO VALLATA AV 25/6/1966
106 CARLO ALBERTO BULGARELLI MODENA MO 22/7/1962
107 FABIOLA BULGARELLI REGGIO EMILIA RE 31/7/1993
108 GIOVANNI BULGARELLI REGGIO EMILIA RE 2/11/1991
109 STEFANO BULGARELLI MODENA MO 6/12/1969
110 C.D.M. COSTRUZIONI SRL NAPLES NA 04880211216
111 ELISABETTA CADOSSI CARPI MO 9/1/1969
112 GIANCARLO CADOSSI BOLOGNA BO 15/7/1941
113 JENNIFER CADOSSI CARPI MO 21/9/1991
55
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
114 LUCA CALANCA MODENA MO 22/10/1980
115 ROBERTO CALANCA MODENA MO 27/7/1963
116 SIMONA CALANCA MODENA MO 22/7/1975
117 CRISTIANO CALORI MONTECCHIO EMILIA RE 4/3/1986
118 DANIELE CAMARDA LUINO VA 10/9/1959
119 MARIO CLAUDIO CAMMARATA MUGNANO NAPOLI NA 19/5/1962
120 GIANPAOLO CANTONI MEDESANO PR 5/7/1960
121 CARLA CAPACCI MELDOLA MO 2/6/1946
122 MARIA CAPOBIANCO CARIFE AV 24/5/1946
123 ISABELLA CARABELLESE CARPI MO 18/12/1981
124 ANNA PIA CARRETTI MODENA MO 13/6/1952
125 DANIELA CARUSO CERCOLA NA 4/12/1987
126 CARMINE MICHELE CASARELLA VALLATA AV 8/5/1961
127 LUCIA CASARI MODENA MO 28/2/1931
128 ILARIA CASTAGNA ISCHIA NA 31/10/1978
129 GIORGIO CAVAZZOLI CARPI MO 15/4/1965
130 MAURIZIO CAVEDONI CASTELVETRO DI MO 13/8/1958
MODENA
131 CB FREE SRL FORLI' FC 03182590400
132 STELLA CECOLI MARANO S/P MO 24/11/1946
133 CLARISSA CERRI BOLOGNA BO 31/10/1985
134 GIOVANNI CERRI CATTOLICA RN 3/8/1954
135 ANTONIO SALVATORE CICCHETTI AVELLINO AV 25/7/1959
136 ROCCO CICCHETTI AVELLINO AV 6/1/1991
137 SOCCORSA CILIBERTI SAN SEVERO FG 31/8/1966
138 LUIGI CIOFANI SALERNO SA 9/7/1950
139 FEDERICA CIPOLLI PAVULLO NEL MO 10/8/1988
FRIGNANO
140 GIORGIO CIPOLLI SASSUOLO MO 10/4/1954
141 ANNARITA CIRACO' BOLOGNA BO 11/11/1972
142 DANIELA MIRELA CIULIN BUCAREST BUCAREST 20/9/1976
143 CO.IM. SRL CHIANCIANO TERME SI 00911370526
144 ROBERTA CODEGA MILAN MI 22/7/1966
145 NICOLA VITO COLAIANNI PARMA PR 30/9/1977
146 MARGHERITA COMPAGNI FORMIGINE MO 6/2/1966
147 CONDOR STABILI PARTECIPAZIONI E MODENA MO 02665830366
INVESTIMENTI S.P.A.
148 CONSER SERVIZI SRL MONTESE MO 02755860364
149 VERONICA COPPA LACCO AMENO NA 2/4/1989
150 ANDREA COPPOLA GAGLIANO DEL CAPO LE 22/10/1986
151 GIANFRANCO CORNI SAN CESARIO S/P MO 1/7/1945
152 MARIA CRISTINA CORRADINI SASSUOLO MO 22/11/1962
153 PATRIZIO CORVINO CASAL DI PRINCIPE NA 26/3/1971
154 STEFANO COSCI REGGIO EMILIA RE 7/6/1960
155 CARLO COSTA FORLI' FC 24/12/1957
156 CELSO COSTA PREDAPPIO FC 12/3/2029
157 PIER LORENZO COSTA LUGO RA 10/8/1947
158 SABRINA COVILI PAVULLO NEL MO 19/12/1970
56
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
FRIGNANO
159 ATOS CREMONINI BOLOGNA BO 31/8/1946
160 CARLA CREMONINI CASTELFRANCO MO 20/7/1948
EMILIA
161 MASSIMO CRIPPA MONZA MB 30/4/1959
162 GIUSEPPE CRISTOFANI MELDOLA MO 9/3/1961
163 LUCA CRISTOFANI FORLIMPOPOLI FC 4/5/1986
164 MARIA CRISTINA CRISTOFANI MELDOLA MO 28/1/1968
165 MAURO CRISTOFANI MELDOLA FC 30/1/1957
166 BRUNO CRISTOFORI FAENZA RA 22/4/1944
167 CARLA D'AGOSTINO RAVENNA RA 17/12/1969
168 LILIANA D'AGOSTINO RAVENNA RA 14/11/1963
169 PAOLA DALLARI MODENA MO 30/8/1964
170 ANNA MARIA GIOVANNA DANIELE RAVENNA RA 24/6/1938
171 BARBARA DANIELI SASSUOLO MO 2/7/1976
172 ALESSANDRO DANOVI MILAN MI 21/5/1966
173 CARLO DE BENEDICTIS ROME RM 27/5/1978
174 LUIGI DE BENEDICTIS NAPLES NA 21/5/1946
175 CRISTIANA DE CARLI GUASTALLA RE 29/1/1958
176 MORGANA DE CASTRO BRINDISI BR 13/11/1973
177 MARIO DE DOMINICIS BOLOGNA BO 25/11/1980
178 GIANFRANCO DE GIUSTI ROME RM 16/7/1943
179 VINCENZO DE PAULA BELVEDERE CS 3/11/1978
MARITTIMO
180 ROBERTO DE ROBERTIS BARI BA 29/12/1942
181 STEFANIA DEL MAESTRO BORGO VAL DI TARO PR 3/12/1966
182 MATTEO DELLA CASA MODENA MO 11/9/1975
183 CLAUDIO DEMALDE' SAN SECONDO PR 12/11/1972
PARMENSE
184 GIUSEPPE DESIATO CAMPOBASSO CB 8/4/1958
185 TOMMASO DI CIANO LARINO CB 21/12/1937
186 CARMINE DI GIORGIO CARIFE AV 17/3/1940
187 ALFONSO DI PATRIZI TERNI TR 8/3/1953
188 BARTOLOMEO DI TONDO GREECE GREECE 25/5/1942
189 ANNA ROSA DINOZZI MODENA MO 9/2/1937
190 IRENE DIPINO RIMINI RN 12/6/1948
191 ENZO DONNINI MARANO S/P MO 24/11/1945
192 STEFANO DONNINI VIGNOLA MO 7/3/1975
193 PAOLO DORO RIMINI RN 10/10/1943
194 MARIA LUISA DOS SANTOS VILLA NOVA DE GAIA PORTUGAL 27/5/1950
PEREIRA
195 PIETRO DRUSIANI BOLOGNA BO 8/6/1938
196 ERBAR SRL RIMINI RN 02692360403
197 LUCA ERRANI FAENZA RA 15/9/1981
198 EUROSERVIZI DI SALA ANDREA & C. SNC SAN PROSPERO MO 02754140362
199 MARCO EVANGELISTI MOLINELLA BO 23/3/1955
200 VALERIA FABBRI BOLOGNA BO 20/9/1980
201 MONICA FACCHINI SASSUOLO MO 18/6/1972
57
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
202 EUGENIA ANTONIA FANTASIA CROTONE KR 12/2/1950
203 CORRADO FANTINI RAVENNA RA 8/12/1972
204 SERGIO FECI BORGO VAL DI TARO PR 27/8/1959
205 FRANCESCO ROMEO FERRANTINO MODENA MO 15/3/1985
206 SILVIA FERRARESI SASSUOLO MO 2/9/1961
207 GABRIELLA FERRARI SOLIERA MO 15/2/1944
208 MELISSA FERRARI MILAN MI 6/5/1969
209 SIMONA FERRARI MODENA MO 16/5/1973
210 MANLIO FERRARINI ETHIOPIA ETHIOPIA 21/10/1938
211 FERDINANDO FERRETTI MODENA MO 1/9/1953
212 ROBERTO FERRETTI ROME RM 30/1/1954
213 ANGELO FERRI BONDENO FE 18/6/1956
214 ENRICO FERRI MODENA MO 19/4/1988
215 ANDREA PIETRO FILIPPI VILLA MINOZZO RE 29/6/1951
216 ELISA FILIPPI CARPI MO 3/10/1973
217 LIVIO FILIPPI VILLA MINOZZO RE 12/6/1946
218 MATTEO FILIPPI CARPI MO 25/9/1977
219 FIN.BO SRL SASSUOLO MO 01102030366
220 MARCO FINA LECCE LC 4/5/1961
221 GLORIA FIORILLO MODENA MO 4/6/1973
222 LUCA FIORINI S.G.IN PERSICETO BO 31/3/1963
223 ELVIRA FLOREA MOLDAVIA MOLDAVIA 5/9/1953
224 PAOLINO ANTONIO FORGIONE AVELLINO AV 26/11/1947
225 FOTOCOLOR EXPRESS 2 SNC MODENA MO 01805830369
226 MARIA CECILIA FRANCHETTI MODENA MO 26/3/1966
227 LAURA FRAZZONI BOLOGNA BO 18/6/1958
228 MARIA GIUSEPPINA FRESA BADEN GERMANY 9/8/1970
229 CARLA FUSCHINI RAVENNA RA 16/8/1934
230 LUIGI FUSCONI CESENATICO FC 15/9/1941
231 G 3 - FERRARI SRL DI FERRARI GIUSEPPE E C. BASTIGLIA MO 02031410364
232 G.A.M. SERVIZI S.R.L. MODENA MO 02737880365
233 FRANCESCO GALLOTTA CEFALU' PA 16/5/1937
234 ADRIANO GANZERLI MIRANDOLA MO 7/10/1947
235 MARIA ROSA GARAGNANI CASTELFRANCO MO 15/11/1949
EMILIA
236 SONIA GARAGNANI CASTELFRANCO MO 7/12/1961
EMILIA
237 GIUSEPPE GARRONI RAVENNA RA 24/3/1968
238 RAFFAELLA GASPARRI LUGO RA 7/12/1947
239 ROLANDO GAVIOLI FINALE EMILIA MO 25/6/1941
240 MASSIMO GELATI PARMA PR 3/9/1968
241 MARIA ASSUNTA GENOVESE POTENZA PT 11/5/1951
242 LAURA GENTILEZZA BOLOGNA BO 1/11/1971
243 GIOVANNI GENTILI BERTINORO RA 10/11/1948
244 TERESA AMALIA GERAZOUNIS ETHIOPIA ETHIOPIA 25/4/1941
245 GESTIONE GRANDI HOTELS CENTRAL PARK MODENA MO 03048400364
S.R.L.
246 ANGELO GESUALDI CALENZA FG 23/2/1957
58
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
VALFORTORE
247 MAURIZIO GIANOTTI MODENA MO 19/11/1961
248 MAURO GIAROLI REGGIO EMILIA RE 21/5/1960
249 DANIELE GIBELLIERI ASCOLI PICENO AP 23/3/1963
250 WALTER GIBELLIERI ASCOLI PICENO AP 7/8/1960
251 AMEDEO GIGLIO NAPLES NA 20/2/1975
252 ILARIA GIGLIO NAPLES NA 21/7/1977
253 RAFFAELE GIGLIO NAPLES NA 30/5/1940
254 GIGLIO SRL FORLI' FC 02126760400
255 ROLANDO GIOVANARDI CASTELVETRO MO 16/1/1942
MODENA
256 GIADA GIOVANNINI RIMINI RN 12/5/1981
257 LUCIANO GIULIANI PRIGNANO S/S MO 29/1/1934
258 GIUMA S.R.L. GIULIANOVA TE 01740050677
259 ROSSANA GIUSTI SASSUOLO MO 20/5/1981
260 GM RENEWABLES S.R.L. GIULIANOVA TE 01716900673
261 PAOLO GOLDONI VIGNOLA MO 8/6/1952
262 GIAN STEFANO GOLINELLI BOLOGNA BO 24/4/1962
263 FRANCO GRASSILLI BONDENO FE 22/9/1935
264 FABIO GRECO MODENA MO 2/9/1965
265 ANNA MARIA GREPPI CIVITELLA DI FC 8/7/1958
ROMAGNA
266 ROBERTO GROSSI MIRANDOLA MO 29/7/1962
267 STEFANO GUALANDI CASTEL S.PIETRO BO 25/12/1969
TERME
268 ALESSANDRO GUALDI MODENA MO 18/10/1968
269 MASSIMO GUALTIERI MODENA MO 31/7/1967
270 ELISA GUERZONI MODENA MO 28/4/1982
271 FRANCA GUIDI CASTEL DI CASIO BO 8/11/1945
272 GUIDO GUIDI URBINO PU 17/9/1949
273 HOTEL ZODIACO SRL RIMINI RN 03259560401
274 I GIARDINIERI SNC MODENA MO 03034970362
275 VITO IACONA CATANIA CT 13/5/1984
276 IFC DI ZANOLI CLORINADA FIORANO MODENESE MO 03354500369
277 IMMOBILIARE ORCHIDEA SRL MODENA MO 01779610367
278 IMMOBILIARE RO.SE. SAS DI BENEDETTI MONTESE MO 02665840365
ROBERTA & C.
279 ROBERTA IOTTI REGGIO EMILIA RE 8/8/1965
280 SERGIO IOTTI REGGIO EMILIA RE 27/4/1938
281 ROSANNA ISPANI LEUT BELGIUM 2/8/1960
282 CLAUDIO IZZO POTENZA PZ 8/5/1970
283 CLAUDIO LAGHI RAVENNA RA 12/6/1942
284 FEDERICA LAMBRUSCHI CARPI MO 19/7/1984
285 MICHELE LAORTE CASTROVILLARI CS 4/2/1962
286 NICOLA LAROCCA SWITZERLAND SWITZERLAND 9/10/1969
287 SALVATORE LEDDA NURAGIUS CA 29/1/1944
288 RENATO LEO MONTEPULCIANO SI 24/8/1943
289 GERARDA MARIA LEONE VALLATA AV 20/1/1938
59
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
290 ORNELLA LIBBRA PAVULLO NEL MO 11/1/1960
FRIGNANO
291 UGO LIBERI MODENA MO 23/8/1957
292 NICOLETTA LICCIARDI PESARO PU 7/6/1984
293 ORNELLA LOLLI BOLOGNA BO 28/4/1972
294 ANDREA LUGLI MODENA MO 15/6/1966
295 RENZO LUGLI MODENA MO 24/12/1937
296 ROBERTO LUGLI MODENA MO 28/10/1967
297 ALFREDO LUISI SAN CHIRICO PZ 10/9/1953
RAPARO
298 MONICA SINFOROSA LUISI BOLOGNA BO 3/11/1981
299 MANUELA MAGNANI MODENA MO 25/10/1963
300 PIERGIOVANNI MAGNANI GUIGLIA MO 22/9/1964
301 ALBERTO MAGRO PALERMO PA 19/9/1980
302 DINO MALAVASI MODENA MO 14/10/1948
303 MARIA MALAVOLTI MONTESE MO 12/7/1934
304 TERESA MALAVOLTI MONTESE MO 18/10/2029
305 RUGGERO MAMMEI SESTOLA MO 17/3/1960
306 ROBERTO MAMMI CARPI MO 29/1/1964
307 ANGIOLINA MANFREDINI MODENA MO 30/6/1959
308 MAURIZIO MANFREDINI MODENA MO 27/1/1952
309 GIOVANNI MANTOVANI PARMA PR 17/1/1947
310 GIOVANNI MARCHINI BORGO VAL DI TARO PR 21/11/1963
311 ROBERTO MARCHINI BORGO VAL DI TARO PR 9/5/1957
312 GIAMPAOLO MARENA LACCO AMENO NA 24/7/1989
313 ALESSANDRA MARIANI BOLOGNA BO 11/12/1980
314 RAMONA MARIGLIANO CASTELFRANCO MO 24/11/1982
EMILIA
315 DANIELA MARINELLI NAPLES NA 15/11/1949
316 MARINI & PARTNERS GIULIANOVA TE 01716220676
S.R.L.
317 FRANCESCO MARINI GIULIANOVA TE 29/3/1981
318 YVONNE MARIOSA COSENZA CS 26/12/1979
319 MAURO MARRI MODENA MO 26/1/1959
320 MARIA CRISTINA MARTINELLI MODENA MO 22/6/1972
321 FRANCESCO MASCHERONI MODENA MO 23/7/1955
322 STEFANIA MASSARI PARMA PR 9/3/1948
323 LUCILLA MATTOZZI ASCOLI PICENO AP 15/6/1956
324 DAVIDE MAZZI CARPI MO 22/4/1966
325 SUSANNA MAZZOLI MODENA MO 15/9/1960
326 GIANCALLISTO MAZZOLINI MODIGLIANA FC 8/1/1955
327 UMBERTO MENONI PARMA PR 31/3/1954
328 ANNA GIULIA MENZANI FIDENZA PR 31/1/1986
329 CHIARA MENZANI PIACENZA PC 30/8/1984
330 FRANCESCO MENZANI PIACENZA PC 5/3/1947
331 CLAUDIO MESSINA NASO ME 12/12/1942
332 ROBERTO MEZZETTI BOLOGNA BO 19/4/1946
333 VIRGINIO MINARI BRESCELLO RE 12/8/1941
60
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
334 DARIO MINGARELLI GRIZZANA MORANDI BO 16/3/1948
335 DOMENICO FRANCESCO MINGRONE GERMANY GERMANY 31/3/1974
336 MARCO MINGRONE GERMANY GERMANY 11/9/1971
337 GIUSEPPINA MIOTTO GALLERIA VENETA PD 16/10/1947
338 MODENA CAPITALE AVIATION S.R.L. MODENA MO 03103590364
339 MODENA CAPITALE ENERGIA S.P.A. MODENA MO 0314720362
340 MODENA CAPITALE FINANCE S.P.A. MODENA MO 02998780361
341 MODENA CAPITALE INDUSTRY MODENA MO 02998790360
PARTECIPATIONS S.P.A.
342 MODENA CAPITALE INSURANCE MODENA MO 03008200366
PARTECIPATIONS S.P.A.
343 MODENA CAPITALE REAL ESTATE S.P.A. MODENA MO 03008190369
344 MODENA CAPITALE S.P.A. MODENA MO 02983670361
345 MODENA PROJECT & ENGINEERING S.R.L. MODENA MO 02480720362
346 CLAUDIO MONTANARI RAVENNA RA 15/5/1937
347 MARCO MONTANARI FIDENZA PR 9/1/1967
348 CHIARA MONTANINI MODENA MO 19/6/1974
349 GIAN FRANCO MONTERASTELLI FRANCE FRANCE 3/11/1951
350 COSTANTINO MONTEVERDI BEDONIA PR 17/3/1951
351 LUCA MONTI BOLOGNA BO 7/2/1973
352 MARIA GRAZIA MANFREDINI IN MODENA MO 17/10/1941
MONTI
353 MARTA MONTI MELDOLA MO 22/7/1952
354 PIER LUIGI MONTI MODENA MO 30/12/1932
355 BARBARA MORANDI MODENA MO 25/7/1971
356 FLAVIO MORANI NAPLES NA 2/3/1979
357 FIORELLA MUCCHI MODENA MO 31/7/1945
358 GIULIO NADINI PIANORO BO 7/10/1957
359 JESSICA NADINI VIGNOLA MO 17/8/1992
360 KATIA NARDI BOLOGNA BO 21/5/1963
361 GAETANO NASOLE TARANTO TA 27/8/1958
362 SALVATORE NASTRO NAPLES NA 28/7/1969
363 MAURIZIO NERI CARPI MO 25/7/1964
364 MICHAEL NERI FORLI FC 29/3/1967
365 GIORGIA NICCOLINI TREDOZIO FC 26/11/1944
366 DOMENICO NOBILE CATANZARO CZ 23/3/1980
367 MARIA OLIVERI S.GREGORIO CT 7/12/1943
CATANIA
368 CRISTIAN ORI SASSUOLO MO 3/6/1969
369 LUIGI ORLANDI SERRAMAZZONI MO 26/4/1938
370 NICOLA ORLANDI PAVULLO NEL MO 24/6/1965
FRIGNANO
371 CLAUDIA ORSI BOLOGNA BO 10/8/1953
372 PAOLO PAGLIA FONTEVIVO PR 11/5/1956
373 GIAMPAOLO PALAZZI CREVALCORE BO 27/8/1949
374 FRANCESCO PANNI FOSSOMBRONE PU 26/11/1968
375 ALESSANDRA PAPERINI MODENA MO 2/11/1974
376 LORETTA PASCARIELLO BOLOGNA BO 23/1/1947
377 DOMENICO PASCIOLLA CROTONE KR 31/1/1949
61
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
378 ADELINDA PASI FAENZA RA 27/10/1944
379 NICOLETTA PASOLINI MANTUA MN 19/4/1966
380 NORMA PASQUALI MONTEVEGLIO BO 18/1/1938
381 EMANUELA PASQUINUZZI TURIN TO 2/5/1970
382 ANGELO PASSINI MONTESE MO 12/5/1944
383 FRANCESCA PASSINI BOLOGNA BO 18/7/1984
384 FRANCESCA MERCEDES PAVESE VALLATA AV 30/3/1966
385 PASQUALE PAVESE VALLATA AV 18/7/1930
386 MARCO PEDRETTI PARMA PR 9/5/1978
387 ANDREA PELLEGRINI MODENA MO 23/7/1965
388 VASCO PELLEGRINI PAVULLO NEL MO 13/2/1941
FRIGNANO
389 ANASTA CHANDANI PERERA SRI LANKA SRI LANKA 19/12/1960
390 GIUSEPPE PERRELLA ISCHIA NA 24/11/1979
391 MARIA PERRELLA ISCHIA NA 31/7/1975
392 MARIA FRANCESCA PIANA BOLOGNA BO 30/6/1977
393 FILIPPO PIAZZA PARMA PR 8/10/1969
394 ELISABETTA PICCHIONI BOLOGNA BO 29/2/1972
395 LEONARDO PICCHIONI PAVULLO NEL MO 13/12/1961
FRIGNANO
396 RITA PICCINELLI VERGATO BO 15/7/1974
397 LOREDANA PICCININI TOANO RE 5/5/1950
398 MARIA MATILDE PINI MIRANDOLA MO 31/3/1951
399 MARIAGRAZIA PIOLI CAVRIAGO RE 20/5/1946
400 GIUSEPPE PISANO MONTAURO RC 10/7/1947
401 ALBERTO PIZZIRANI MODENA MO 30/8/1985
402 ALBA PLESCIA CHIETI CH 3/2/1955
403 COSTANTINO PLESCIA URURI CB 30/3/1948
404 MAURO PLESCIA CHIETI CH 3/1/1952
405 CATERINA POLITANO' POLISTENA RC 10/4/1983
406 MASSIMILIANO PORCARI PARMA PR 5/11/1971
407 PROGRAMMA ENERGIA S.R.L. MODENA MO 02693030369
408 PATRIZIA QUATTROCCHI MODENA MO 29/9/1974
409 R.EN.IT. S.R.L. GIULIANOVA TE 01711960672
410 ROBERTO RABACCHI MODENA MO 12/1/1963
411 MICHELE RAINIERI FIDENZA PR 25/4/1967
412 ANTONIO RANIERI PAVULLO NEL MO 6/7/1964
FRIGNANO
413 DANIELE RANIERI BOLOGNA BO 25/2/1994
414 MARIA RANIERI PAVULLO NEL MO 2/9/1960
FRIGNANO
415 CARMINE RAUSEO VALLATA AV 2/11/1949
416 GERARDO RAUSEO AVELLINO AV 28/4/1973
417 SERGIO RAZZOLI MODENA MO 2/5/1936
418 RENIT D S.R.L. GIULIANOVA TE 01721510673
419 RENIT GROUP S.P.A. GIULIANOVA TE 01746650678
420 ENRICO RICCHI MODENA MO 6/2/1976
421 LUCA RICHELDI MODENA MO 30/3/1963
62
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
422 ELISA RIGHI CARPI MO 28/8/1977
423 LORELLA RINALDI SAN PROSPERO MO 7/7/1958
424 RINALDO RIPA MERCATINO CONCA PU 25/5/1935
425 SUSANNA RODITI MILAN MI 20/11/1967
426 ERIO ROMBOLI MELDOLA MO 3/6/1950
427 LUIGI RONCONE CATANZARO CZ 9/6/1945
428 MONICA ROSSETTI MODENA MO 8/10/1967
429 ALESSANDRA ROSSI CARPI MO 30/5/1977
430 ERMANNO ROSSI NEGRAR VR 19/9/1940
431 LORETTA ROSSI BOMPORTO MO 11/7/1946
432 CLAUDIA ROVIGATTI CENTO FE 28/3/1960
433 GIAN PAOLO RUBBIANI MODENA MO 25/7/1941
434 RICCARDO RUBBIANI CARPI MO 11/10/1975
435 MICHELE RUSSO PARMA PR 26/3/1974
436 S.CO.E.S. SOCIETA' COOPERATIVA EDILE FORLI FC 0125290403
STRADALE PER AZIONI
437 S.S.I. SOCIETA` SASSOLESE INVESTIMENTI DI FIORANO MODENESE MO 02073300366
BENEDETTI ROBERTA
438 FABIANO SABATTINI PAVULLO NEL MO 13/3/1965
FRIGNANO
439 ANDREA SACCANI FIDENZA PR 16/5/1963
440 GUGLIEMO SACCANI MODENA MO 14/5/1938
441 MASSIMILIANO SACCANI MODENA MO 15/5/1973
442 LUCIA SALUSTI GUIGLIA MO 10/12/1932
443 VINCENZINA SALVATORE CASTEL BARONIA AV 3/11/1953
444 GABRIELE SALVEMINI BARLETTA BT 30/11/1984
445 DOMITILLA FLAVIA SAMORI' PAVULLO NEL MO 13/7/1982
FRIGNANO
446 DANIELE SAMORI' PAVULLO NEL MO 24/7/1961
FRIGNANO
447 FRANCESCO SANSONE COSENZA CS 18/10/1973
448 FLAVIO SASSATELLI SASSUOLO MO 4/8/1972
449 GIULIANO SASSATELLI PALAGANO MO 4/6/1974
450 FRANCESCO SASSONE BOLOGNA BO 3/2/1973
451 CATERINA SAVINO TORRE ORSAIA SA 6/5/1948
452 VALTER SAVIOLI BAGNACAVALLO RA 24/12/1936
453 TURNO SBROZZI ANCONA AN 17/2/1931
454 DANIELA SCAPINELLI MODENA MO 21/3/1944
455 GINA SCIANTI REGGIO EMILIA RE 30/7/1942
456 DEBORA SCORZONI BOLOGNA BO 25/7/1989
457 PAOLO SCOZZAFAVA CURINGA CZ 14/12/1982
458 PAOLO SEGHEDONI MODENA MO 25/7/1963
459 GUERRINO SEIDENARI SWITZERLAND CH 16/3/1958
460 MASSIMILIANO SEMPRINI RIMINI RN 25/5/1969
461 MARCO SICHERI IVREA TO 28/1/1976
462 ILARIA SIGHINOLFI VIGNOLA MO 2/12/1984
463 PIETRO SILANDRI FERRARA FE 28/1/1940
464 ELISA SIMONI MODENA MO 26/12/1981
465 ANDREA SIRENA MILAN MI 10/5/1969
63
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
466 GUIDO SISTI FERRARA FE 13/10/1940
467 ANDREA SMERIERI MIRANDOLA MO 2/8/1944
468 LUCA SOCI VIGNOLA MO 2/4/1985
469 IRENE SODANESI VIGNOLA MO 12/9/1967
470 PIA SOLA MODENA MO 2/8/1938
471 VINCENZO SORVILLO FRATTA MINORE NA 12/9/1964
472 FRANCESCA SQUILLACE CERNUSCO S.N. MI 20/6/1982
473 DAVIDE STAGNI DEGLI PAVULLO NEL MO 15/2/1981
ESPOSTI FRIGNANO
474 LAURA STAGNI DEGLI PAVULLO NEL MO 10/4/1972
ESPOSTI FRIGNANO
475 TEOBALDO STAGNI DEGLI MONTESE MO 18/7/1937
ESPOSTI
476 MIRELLA STEFANI FORMIGINE MO 25/8/1957
477 SIMONA STRAPPAZZON MODENA MO 15/1/1977
478 SILVIA STROZZI MODENA MO 29/9/1959
479 ANDREA TACCONI BOLOGNA BO 17/10/1991
480 MARINA TAGLE NAPLES NA 13/9/1942
481 CLAUDIA SAVINA TAINI MILAN MI 15/1/1965
482 PAOLO TAMASSIA CONCORDIA S/S MO 21/12/1950
483 MASSIMO TAPARELLI MODENA MO 30/1/1949
484 ROBERTO TARTARINI CASTELFRANCO MO 24/4/1954
EMILIA
485 ELISA TASSI BOLOGNA BO 5/7/1973
486 AMELIO TASSONI SERRAMAZZONI MO 17/8/1945
487 ANTONIO TAZZIOLI MODENA MO 12/2/1959
488 TEAL SRL IN LIQUIDATION FORLI FC 02695330403
489 GUALTIERO TEDALDI MELDOLA MO 25/11/1943
490 MANUEL TERZULLI VENOSA BA 18/12/1979
491 TESSITORE S.R.L. MODENA MO 02036750368
492 GIOVANNA TESTONI POGGIO RENATICO BO 29/7/1946
493 THE SHIRT S.R.L. GIULIANOVA TE 01692760679
494 FRANCO TINCANI PALAGANO MO 9/3/1961
495 SALVATORE TODESCA TAURASI AV 3/10/1950
496 MAURIZIO ANTONIO TOMASELLA PIETRAPERZIA EN 21/9/1966
497 FEDERICA TOMASSINI BOLOGNA BO 29/5/1966
498 LORENZO TOMASSINI BOLOGNA BO 8/6/1968
499 ALBERTO TORRICELLI MODENA MO 20/2/1970
500 SIMONE TRENTI CASTELFRANCO MO 29/3/1976
EMILIA
501 GLORIA TURRINI VIGNOLA MO 18/6/1965
502 MARIO TURRINI GAGGIO MONTANO BO 15/5/1934
503 CONCETTO VACIRCA CATANIA CT 9/5/1938
504 ROSANNA VALBONESI FORLI FC 9/1/1941
505 LUCIA VALCAVI LIGONCHIO RE 7/8/1955
506 STEFANO VANDELLI SASSUOLO MO 12/11/1971
507 STEFANIA VANZINI MODENA MO 3/7/1968
508 STEFANIA VARRIALE NAPLES NA 26/12/1969
509 GIANPAOLO VASINI CREMONA CR 7/11/1953
64
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
510 ANDREA VECCHI BOLOGNA BO 11/5/1968
511 LAURA VECCHI MODENA MO 8/5/1975
512 GRAZIELLA VECCHIE' SERRAMAZZONI MO 28/3/1956
513 PENELOPE VECLI PARMA PR 13/1/1978
514 SEBASTIANO VENTRICI ROMBIOLO VV 6/8/1960
515 PATRIZIA VENTURELLI MODENA MO 28/1/1949
516 ANGELO VERNA LAMA MOCOGNO MO 14/12/1952
517 FRANCESCA ANGELA VERNA MODENA MO 24/8/1975
518 MANUELA VERNENGHI BORGO VAL DI TARO PR 21/1/1967
519 PIETRO VERONESI BOLOGNA BO 3/10/2028
520 ELISA VERRI MODENA MO 23/7/1968
521 VERY LUXURY REAL ESTATE SRL REGGIO EMILIA RE 02281360350
522 AGOSTINO DONATO VETRANO S.PIETRO BR 27/7/1980
VERNOTICO
523 MARIA VEZZALI NONANTOLA MO 9/12/1934
524 LUCA VEZZANI REGGIO EMILIA RE 8/6/1966
525 NICOLA VICECONTI NAPLES NA 1/1/1966
526 GIANANDREA VIGILANTE BOLOGNA BO 26/11/1980
527 LORENZO VIGNOLI BOLOGNA BO 12/11/1975
528 LUCIO VIGNOLI BOLOGNA BO 27/4/1942
529 MAURO VIGNOLI CARPI MO 15/4/1965
530 STEFANIA VIGNOLI BOLOGNA BO 28/2/1967
531 ANGELO VILLANO ALFANO SA 9/3/1942
532 GERARDA MARIA VILLANO SAPRI SA 13/3/1981
533 WALTER VINCENZI MODENA MO 19/2/1956
534 ELISA VISENTIN ROVIGO RO 24/1/1982
535 MIRELLA ZANASI BAZZANO MO 13/9/1945
536 MONICA ZANNI MODENA MO 21/3/1967
537 ROBERTO ZECCHI FERRARA FE 14/5/1951
538 CARLO ZIONI MODENA MO 24/7/1984
539 CLAUDIO CLAUDIO LUZZARA RE 10/12/1961
540 SILVANA ZONATO S.BONIFACIO VR 17/11/1945
541 MONICA ZUCCONI CASTEL S.GIOVANNI PR 26/8/1961
Total % of BPER's share capital held by the shareholders presenting list no. 2,
as declared by them: 0.27%
List no. 3
Shareholders presenting list no. 3
no. Name Place of birth / Head Province Date of birth/ Tax code /
office VAT number
65
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
6 FRANCESCO ACCORINTI TROPEA VV 28/4/1933
66
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
41 ANGELO AUTOLINO AVELLINO AV 9/9/1961
67
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
76 CARMINE BLASI SWITZERLAND SWITZERLAND 29/1/1964
68
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
111 GIUSEPPE CAPODANNO AVELLINO AV 25/7/1945
69
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
146 CENTRE LOGISTICA S.R.L. VILLAPIANA SCALO CS 2505180782
70
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
181 PASQUALE COVIELLO AVELLINO AV 8/6/1976
71
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
216 GIOVANNI BATTISTA DE COLA AVELLINO AV 6/11/1961
72
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
251 COSTANTINA DE VENEZIA AVELLINO AV 5/10/1961
73
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
286 CARMINE DRAGONE MONTELLA AV 8/6/1932
74
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
321 VINCENZO FESTA AVELLINO AV 22/12/1957
75
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
356 VITTORIO GALLIANO BENEVENTO BN 11/3/1961
76
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
391 ALFONSO GIORDANO MONTEFORTE IRPINO AV 8/1/1950
77
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
426 PIERO IANNELLO VIBO VALENTIA VV 26/1/1957
78
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
461 GIOVANNI LICCIARDI CORIGLIANO CS 27/7/1953
CALABRO
462 ANNALISA LIMATOLA NAPLES NA 18/11/1986
79
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
496 FIORE MADEO ROSSANO CS 1/5/1949
80
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
531 FRANCESCO MATARAZZO AVELLINO AV 9/9/1953
81
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
565 PASQUALE MUOIO CORIGLIANO CS 17/5/1968
CALABRO
566 MASSIMO MUROLO REGGIO DI CALABRIA RC 28/6/1957
82
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
600 DOMENICO PASCUZZI COTRONEI KR 16/11/1962
83
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
635 VINCENZO PETRUZZO GESUALDO AV 14/3/1942
84
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
669 ANDREA PROTO CATANZARO CZ 11/8/1972
85
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
703 RAFFAELE ROMANO MONTEMARANO AV 19/8/1953
86
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
738 ANTONIO SANTOSUOSSO MONTECALVO IRPINO AV 15/4/1951
87
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
773 VINCENZO SGANGA SAN GIOVANNI IN CS 12/5/1967
FIORE
774 ANTONELLA SICILIANO AVELLINO AV 9/7/1967
88
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
807 DEMETRIO SURACE REGGIO DI CALABRIA RC 4/1/1932
89
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
842 MICHELINA LUIGIA URBANO FOGGIA FG 24/1/1964
90
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
877 FERNANDO VOMMERO MANGONE CS 14/7/1946
Total % of BPER's share capital held by the shareholders presenting list no. 3,
as declared by them: 0.17%
Candidates on each list List no. 1
• Luigi Odorici;
• Angelo Tantazzi (independent);
• Deanna Rossi;
• Pietro Ferrari (independent);
• Antonio Angelo Arru;
• Costantino Marco Schiavi.
List no. 2
• Sergio Iotti (independent);
• Edoardo Rossetti; (independent);
• Stefano Cosci (independent);
• Rinaldo Ripa (independent);
• Massimo Gelati (independent);
• Liliana D’Agostino (independent).
List no. 3
• Daniela Petitto (independent);
• Luigi Muto (independent);
• Michele Calabrese (independent);
• Sergio Giangreco (independent);
• Francesco Limatola (independent);
• Costantino Pacileo (independent).
List of persons elected and percentage of Elected from List 1: 12,877 votes (58.20% of votes)
votes
1. Luigi Odorici;
2. Angelo Tantazzi (independent);
3. Deanna Rossi;
4. Pietro Ferrari (independent);
5. Antonio Angelo Arru.
91
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
Elected from List 3: 7,134 votes (32.24% of votes)
6. Daniela Petitto (independent).
List 2: 1,798 votes (8.13% of votes)
List no. 1
Shareholders presenting list no. 11:
Place of birth / Head office Date of birth/ Tax code /
no. Name Prov. VAT number
1 MARTA LUCCHI MODENA MO 07/08/1937
2 COSTANTINO MARCO SCHIAVI MODENA MO 29/07/1961
3 MARIA ELISABETTA SCHIAVI MODENA MO 09/05/1963
4 ALBERTO MARRI MODENA MO 13/08/1954
5 FINGAS S.R.L. CREMONA CR 11055530155
6 FINENERGIE S.R.L. CREMONA CR 93039040196
Total % of BPER's share capital held by the shareholders presenting list no. 1,
as declared by them: 1.306%
List no. 2
Shareholders presenting list no. 2
Date of birth/ Tax code /
Place of birth / Head office VAT number
no. Name Prov.
1 NICOLA ABATE SWITZERLAND 11/07/1965
2 COSIMO ABATEMATTEO ACQUAVIVA DELLE FONTI BA 30/03/1969
3 FRANCESCO ABBOSSIDA CORIGLIANO CALABRO CS 27/07/1953
4 DANIELA ACCORINTI VIBO VALENTIA VV 21/03/1970
5 FRANCESCO ACCORINTI TROPEA VV 28/04/1933
6 MARIO AIELLO COSENZA CS 03/08/1968
7 WALTER AIELLO FEROLETO ANTICO CZ 26/07/1947
8 ANTONIO ALIBRANDI VIBO VALENTIA VV 06/01/1956
9 GIUSEPPA ALIOTTA BAGHERIA PA 19/01/1951
10 MADDALENA ALLEVATO SWITZERLAND 09/10/1967
11 SERGIO ALLEVATO SAN GIOVANNI IN FIORE CS 05/10/1970
12 GIOVANNI ALOE ROSSANO CS 29/07/1965
13 ROBERTO NICOLA ALVARO CROSIA CS 17/05/1970
14 FABRIZIO AMATI GRUMO APPULA BA 15/02/1973
15 ANGELA RITA AMATO MILAZZO ME 16/09/1948
16 PAOLA SILVANA AMATO CASTROVILLARI CS 27/08/1943
17 ROBERTO AMATO AGRIGENTO AG 19/03/1970
18 ANNA TERESA AMBROSECCHIA MATERA MT 30/04/1955
19 EUSTACHIO AMENDOLAGINE MATERA MT 27/05/1946
20 ANGELO AMORESE CORATO BA 07/01/1951
21 CORNELIA ANDRISANI MONTESCAGLIOSO MT 26/07/1956
22 ANTONIO ANGOTTI CROTONE KR 20/02/1981
23 GIOVANNI ANGOTTI COSENZA CS 29/07/1975
92
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24 LUCA ANGOTTI CROTONE KR 08/02/1977
25 ANMIC RIABILITAZIONE CROTONE KR 01912880794
26 MARIA ROSARIA ANTONELLI NAPLES NA 04/01/1940
27 MARIA WANDA ARACO PESSANO CON BORNAGO MI 21/01/1969
28 PIETRO ARANITI REGGIO DI CALABRIA RC 11/09/1958
29 FRANCESCO ANTONIO ARCURI CROTONE KR 27/11/1959
30 AUGUSTO ARECCHI REGGIO DI CALABRIA RC 23/01/1951
31 ARMENISE NICOLA TARANTO TA 09/05/1934
32 ROSARIO ARTURI CUTRO KR 19/03/1934
33 ALDO ASSISI VIBO VALENTIA VV 25/06/1942
34 AGOSTINO AUDIA SAN GIOVANNI IN FIORE CS 02/08/1942
35 DOMENICO AVELLA CORIGLIANO CALABRO CS 23/11/1927
36 ANTONIO AVENA MATERA MT 14/02/1964
37 GIUSEPPE AZZOLINA MILAZZO ME 08/07/1963
38 EMANUELE AZZONE MIGLIONICO MT 20/06/1946
39 BERNARDO BAFARO SAN GIOVANNI IN FIORE CS 15/10/1945
40 FILOMENA BAFARO SAN GIOVANNI IN FIORE CS 27/10/1973
41 PAOLA BAFARO SAN GIOVANNI IN FIORE CS 28/05/1976
42 STEFANIA BAFARO SAN GIOVANNI IN FIORE CS 08/12/1989
43 TONINO AGOSTINO BALESTRIERI MELISSA KR 15/08/1968
44 FRANCESCO BALESTRIERI MELISSA KR 08/06/1964
45 GIUSEPPE BALESTRIERI CROTONE KR 12/01/1973
46 MARIA BALESTRIERI CROTONE KR 23/10/1977
47 ALBERTO BARBARO MELITO DI PORTO SALVO RC 13/08/1944
MONTESANO SULLA
48 ANTONIO BARBELLA SA 25/06/1960
MARCELLANA
49 ROSA ALBA BARBERIO SAN GIOVANNI IN FIORE CS 22/11/1964
50 PASQUALE SALVATORE BARBUTO VIBO VALENTIA VV 05/09/1960
51 IVAN BARILE SAN GIOVANNI IN FIORE CS 25/04/1976
52 MASSIMO BARILE COSENZA CS 06/03/1974
53 NICOLA BARTILUCCI MATERA MT 03/08/1961
54 ANTONIO PAOLO MICHELE BASILE VIBO VALENTIA VV 09/06/1963
55 CATERINA BASILE COSENZA CS 03/06/1978
56 DANIELA BASILE COSENZA CS 20/07/1974
57 GIAMBATTISTA BASILE ALTAMURA BA 13/09/1953
58 CAMILLO BASTA IRSINA MT 01/08/1953
59 ANTONIO BATTAGLIA ISOLA DI CAPO RIZZUTO KR 18/06/1960
60 VINCENZO BATTAGLIA BADOLATO CZ 21/05/1937
61 ANNA BELLIA AGRIGENTO AG 24/11/1973
62 CALOGERO BELMONTE CANICATTI' AG 05/12/1965
63 BENEDIL SERVICE SRL CONTESSE ME 03024440830
64 GINO BENEVENTO BOCCHIGLIERO CS 25/09/1957
65 BENI STABILI E GESTIONI S.R.L. CROTONE KR 01050410792
66 CESARE BERALDI CROSIA CS 14/12/1971
67 CARMELA BERARDI CORIGLIANO CALABRO CS 22/10/1977
68 GIUSEPPE BIAFORA FRANCE 25/12/1959
MONTESANO SULLA
69 ANTONIO BIANCULLI SA 03/08/1959
MARCELLANA
70 FRANCESCO BISOGNI VIBO VALENTIA VV 25/08/1957
71 ANGELO BITONDO MONTESCAGLIOSO MT 06/06/1953
72 GIULIA BITONDO MONTESCAGLIOSO MT 12/12/1959
73 ANTONIO BITONTI SAN GIOVANNI IN FIORE CS 13/06/1950
93
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
74 GIOVANNI BITONTI SAN GIOVANNI IN FIORE CS 03/10/1964
75 FRANCESCO BONAPACE CATANZARO CZ 04/04/1942
76 GIACOMO BRACCIALE BARI BA 17/02/1966
77 GIUSEPPE BRESCIA CATANZARO CZ 31/01/1978
78 VINCENZO BRESCIA CATANZARO CZ 24/09/1979
79 NUNZIO NICOLA BRIGANTE MONTESCAGLIOSO MT 13/06/1964
80 DOMENICANTONIO BROSIO SAN CALOGERO VV 04/02/1948
81 MASSIMILIANO BROSIO MARSCIANO PG 02/01/1978
82 NICOLA BROSIO SAN CALOGERO VV 26/08/1943
83 PASQUALE BROSIO ROMBIOLO VV 24/04/1954
84 DOMENICO BRUNETTI SAN GIOVANNI IN FIORE CS 04/06/1961
85 VINCENZO BRUNO CORIGLIANO CALABRO CS 30/10/1970
86 VITO ALESSANDRO BRUNO MATERA MT 06/10/1944
87 VINCENZO BUCCI CORATO BA 03/03/1967
88 OLIMPIA BUSCO ACQUAVIVA DELLE FONTI BA 28/04/1945
89 ANNA CALABRESE CROTONE KR 14/11/1966
90 ANTONIO CALABRESE GINOSA TA 10/07/1960
91 GIANFRANCO CALABRESE CROTONE KR 01/12/1960
92 MICHELE CALABRESE CROTONE KR 22/01/1956
BARCELLONA POZZO DI
93 SALVATORE CALABRO' ME 03/06/1943
GOTTO
BARCELLONA POZZO DI
94 GIUSEPPE CALDERONE ME 05/01/1933
GOTTO
95 ANTONIO CALIGIURI SCALA COELI CS 16/10/1954
96 LEONARDO CALIGIURI MUNCHEN 09/01/1980
97 CALLIPO S.R.L. VIBO VALENTIA VV 00454750795
98 FILIPPA CAMMALLERI CANICATTI' AG 18/11/1940
99 FRANCESCO PAOLO CAMPAGNA MATERA MT 14/04/1965
100 QUIRINO ALESSANDRO CAMPANELLI BERNALDA MT 14/01/1944
101 GIUSEPPE CANNAVALE TORRE DEL GRECO NA 04/06/1957
102 FRANCESCO NUNZIO CANOSA MATERA MT 25/03/1963
103 DIVIO CAPALBO CORIGLIANO CALABRO CS 06/01/1962
104 ADELINA IOLANDA CAPAROTTA GIMIGLIANO CZ 15/06/1967
105 DANIELE CAPPIELLO MATERA MT 18/07/1937
106 ANNUNZIATA CARAFA GINOSA TA 25/03/1959
107 FABRIZIO CARDILLO LENTINI SR 22/06/1962
108 ANGELA CARDINALE VIGGIANO PZ 08/07/1975
109 MICHELE CARDINALE SALA CONSILINA SA 28/08/1945
110 COSIMO CARDONE MASSAFRA TA 18/04/1974
111 MAURIZIO CARERI SAMBIASE CZ 05/02/1959
112 AGATA CARIA COTRONEI KR 04/11/1949
113 CARILLON S.R.L. CORIGLIANO CALABRO CS 02994370787
114 SERGIO CARLO SANT'AGATA DI MILITELLO ME 12/10/1975
115 GIOVANNI CARNE' CROTONE KR 30/10/1959
116 MARIA MICHELINA DAMIANA CARNOVALE MONGIANA VV 11/05/1933
117 PIETRO CARNUCCIO BADOLATO CZ 05/11/1954
118 MARIA CARPANZANO SAN FILI CS 25/09/1962
119 ANGELO CARRIERO MATERA MT 03/01/1961
120 ROCCO CARRIERO MONTESCAGLIOSO MT 19/09/1953
121 ALESSANDRA CARUSO CASSANO ALL'JONIO CS 08/05/1973
122 CALOGERO CASA' AGRIGENTO AG 21/10/1988
123 ANGELO RAFFAELE CASAMASSA MONTESCAGLIOSO MT 24/06/1963
94
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
124 BRUNA ANNA CASAMIA MATERA MT 15/04/1950
125 GIOVANNI CASIELLO ALTAMURA BA 12/11/1953
126 MARIO CASO POLLA SA 08/06/1977
127 RAFFAELE CASO POLLA SA 07/05/1974
128 ANGELA CASSETTA ANDRIA BAT 16/12/1958
129 GIOVINA CASSETTA ANDRIA BAT 27/11/1966
130 RICCARDO CASSETTA ANDRIA BAT 15/01/1963
131 CARLO CASTELLANO SALANDRA MT 08/09/1967
132 DOMENICO CASTELLANO SALANDRA MT 26/07/1966
133 FELICIA CASTELLANO SALANDRA MT 21/02/1956
134 GIUSEPPINA CASTELLANO SALANDRA MT 01/01/1973
135 LEONARDA MARIA CASTELLANO SALANDRA MT 22/04/1965
136 LEONARDO CASTELLANO TRICARICO MT 15/07/1986
137 ROCCO VINCENZO CASTELLANO SALANDRA MT 27/06/1936
138 PAOLO CATALANO MISTRETTA ME 26/08/1933
139 CECINIA 90 S.R.L. MARINA DI DAVOLI CZ 01768620799
140 GABRIELLA CELESTINO CATANZARO CZ 04/10/1950
141 STEFANIA CELESTINO CATANZARO CZ 14/11/1955
142 SEBASTIANA CENTARRI' LENTINI SR 05/09/1947
CENTRE FISIOKINESITERAPICO
143 CROTONE KR 00847010790
STARBENE S.R.L.
144 EUFEMIA CETANI GRASSANO MT 01/04/1954
145 LUIGI CETERA NAPLES NA 11/06/1970
146 ALESSIO CHIANCA GIOIA DEL COLLE BA 21/07/1979
147 ELEONORA EMMA CHIARELLO SAVELLI KR 19/11/1937
148 ANGELA CHIARITO MATERA MT 26/12/1972
149 ANTONINO CHILLE' MESSINA ME 30/01/1961
150 MARIO CHIRIELEISON NASO ME 08/09/1951
151 CHIARA CHIRONNA CATANZARO CZ 06/07/1956
152 ANGELA CHITA MATERA MT 30/03/1947
153 DONATO CHITA MATERA MT 23/08/1931
154 ALFONSO CIACCI BELCASTRO CZ 05/01/1954
155 GIANCARLO CICCARELLI TROPEA VV 07/02/1963
156 DOMENICO CICCIO VIBO VALENTIA VV 28/05/1979
157 GENNARO CILENTO CORIGLIANO CALABRO CS 09/11/1967
158 CIME S.A.S. DI COVIELLO DONATINA & C AVIGLIANO PZ 01254510769
159 AMELIA CIMINO CROTONE KR 20/01/1965
160 ANNA CIMINO SAN GIOVANNI IN FIORE CS 27/08/1961
161 CIMINO S.R.L. CORIGLIANO CALABRO CS 02602730786
162 FRANCESCA CHINA' BIVONA AG 22/01/1948
163 ANTONIO MASSIMO CINGOLANI MILAZZO ME 20/04/1968
164 FRANCESCO CIRAOLO MESSINA ME 05/07/1941
165 DOMENICO CITREA COSENZA CS 08/10/1974
CO.GE.CA COSTRUZIONI GENERALI
166 CORIGLIANO CALABRO CS 01374730784
CALABRESI SAS DI DAMIANO PERRONE
167 SINFOROSA COCCHIARALE SAN CHIRICO RAPARO PZ 04/10/1966
168 VINCENZO COCCHIARALE SAN CHIRICO RAPARO PZ 04/10/1963
169 PASQUALE COCCONCELLI NICASTRO CZ 17/09/1951
170 FRANCESCO COFONE ACRI CS 06/05/1965
171 LILIANA COLELLA CORATO BA 18/06/1966
172 MANUELA COLLOCA VIBO VALENTIA VV 25/10/1976
173 VITO COLONNA MATERA MT 28/01/1956
95
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
174 VITO COLONNA ALTAMURA BA 05/01/1976
175 FRANCESCO COLOSIMO CROPANI CZ 06/10/1952
176 MARIA COLUCCI MATERA MT 29/06/1952
177 GIANFRANCO COMITO VIBO VALENTIA VV 25/08/1956
178 GIUSEPPE CONCOLINO ROME RM 01/01/1962
179 EUGENIO LUIGI CONFORTI COSENZA CS 06/11/1963
180 ANTONIO CONTUZZI MATERA MT 23/08/1964
181 FRANCESCO CONVERSO ROSSANO CS 18/03/1938
182 MARIA PIA CORETTI MATERA MT 20/03/1967
183 CORIGLIANO FIERE S.R.L. CORIGLIANO CALABRO CS 02652740784
184 CORPO VIGILI NOTTURNI SOCIETA' S.R.L. CROTONE KR 00841830797
185 MATILDE CORRADINI SOVERATO CZ 04/10/1934
186 FRANCESCA CORSO MILAZZO ME 03/03/1948
187 ANTONIO CORTESE VIBO VALENTIA VV 23/05/1951
188 FRANCESCO CORTESE CROTONE KR 14/05/1981
189 IOLE CORTESE COTRONEI KR 14/08/1949
190 GIUSEPPE COSTA MESSINA ME 12/06/1966
191 RAFFAELE COSTANTINO CATANZARO CZ 19/04/1972
192 SALVATORE COSTANTINO GINOSA TA 07/12/1970
193 CONSTRUCTION SCICCHITANO S.R.L. ISOLA DI CAPO RIZZUTO KR 02685420792
194 ROSARIO CRISPINO MONTEROSSO CALABRO VV 08/02/1944
195 LUCIA CRISTALLO MATERA MT 25/12/1954
196 GIUSEPPE CRUPI PACE DEL MELA ME 23/09/1957
197 LUCIA LOREDANA CURCI GIOIA DEL COLLE BA 13/02/1974
198 DOMENICO CURCIO CARFIZZI KR 26/09/1937
199 TOMMASINO CURCIO GIMIGLIANO CZ 29/10/1956
200 ANTONIETTA CURIA CORIGLIANO CALABRO CS 28/02/1929
201 LEONARDO CUSMAI CORATO BA 15/10/1976
202 ANTONIO CUTURELLO ROSARNO RC 01/01/1966
203 D.L.D.- S.R.L. PIZZO VV 02434750796
204 ERMINIA D'ADAMO MATERA MT 25/01/1958
205 SILVESTRO D'AGUI' REGGIO DI CALABRIA RC 24/01/1959
206 MADDALENA DALESSANDRI POTENZA PZ 08/02/1971
207 ANTONIO MARIA D'AMICO CORIGLIANO CALABRO CS 06/02/1977
BARCELLONA POZZO DI
208 LEOPOLDO D'AMICO ME 24/07/1942
GOTTO
209 CONCETTINA D'ANDREA MESSINA ME 20/03/1946
210 TERESA DAPRILE PUTIGNANO BA 16/12/1980
211 AGOSTINO D'ARRIGO MESSINA ME 16/02/1933
212 GIOVANNI DATTOLI TERRANOVA DI POLLINO PZ 26/01/1956
213 ANTONIO DAVOLA RICADI VV 12/07/1950
214 EUGENIO DE FLORIO COSENZA CS 13/09/1963
215 GIUSEPPE DE FLORIO MATERA MT 22/03/1966
216 FRANCESCO DE LEO MESSINA ME 27/09/1963
217 GERARDO DE LUCA SAN GIOVANNI IN FIORE CS 31/01/1956
218 GIANFRANCO DE LUCA ROSSANO CS 05/03/1966
219 LUCIO DE LUCA COTRONEI KR 14/12/1966
220 SALVATORE DE LUCA SAN GIOVANNI IN FIORE CS 18/10/1960
221 GIUSEPPE DE LUCIA MILAN MI 02/03/1964
222 BERNARDO DE MARCO CROTONE KR 11/02/1978
223 CATERINA DE MARCO SAN GIOVANNI IN FIORE CS 03/09/1965
224 FRANCESCO DE MARCO SAN GIOVANNI IN FIORE CS 03/04/1949
96
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
225 TOMMASO DE MARCO SAN GIOVANNI IN FIORE CS 19/04/1946
226 MATILDE DE MATTIA ETHIOPIA 29/06/1944
227 GIOVANNA DE MEDICI ROME RM 01/04/1933
228 GIUSEPPE DE PAOLA COSENZA CS 06/04/1963
229 ARCANGELO DE SEPTIS OLIVADI CZ 29/09/1933
230 GIUSEPPE DECARLO TROPEA VV 27/06/1980
231 MARIA ELISA DEL BONO MILAZZO ME 20/09/1943
232 RAFFAELLA DEL TRONO CETRARO CS 08/02/1931
233 MARCELLO DEL VECCHIO VIBO VALENTIA VV 10/10/1971
234 ANNA LUCIA DELL'ACQUA BARI BA 12/03/1978
235 GIOVANNI DELL'ACQUA MATERA MT 16/09/1946
236 SEBASTIANO DELL'AQUIA SIRACUSA SR 15/07/1971
237 VINCENZO DEMAIO BAGNARA CALABRA RC 08/12/1964
238 SAVERIO ROSARIO D'ERCOLE MATERA MT 19/01/1964
239 BRUNA DI LECCE MATERA MT 22/09/1951
240 CATERINA FILOMENA DI LECCE PESCARA PE 17/03/1946
241 MARIA BRUNA DI LECCE MATERA MT 02/07/1947
242 VALTER DI LELLA AGRIGENTO AG 28/11/1964
243 FRANCESCO PAOLO DI LENA MATERA MT 24/01/1937
BARCELLONA POZZO DI
244 ANTONINO DI LORENZO ME 07/06/1966
GOTTO
245 MARIA LETIZIA DI MATTEO LAUREANA CILENTO SA 28/04/1965
246 PASQUALE DI NAPOLI MOTTOLA TA 12/10/1975
247 CHIARA MARIA DI PEDE MATERA MT 19/11/1932
248 LUIGIA DI PEDE MATERA MT 18/02/1936
249 PASQUALE DI PEDE MATERA MT 09/11/1942
250 CRISTINA DI PRIMA SIRACUSA SR 23/08/1980
251 ADRIANA CARMELA DI RENZO VIBO VALENTIA VV 11/03/1962
252 DI RENZO MARIA DITTA VIBO VALENTIA VV 00973080799
253 GIUSEPPE DIAFERIA CORATO BA 25/05/1965
254 GIOVANNI DIGIESI GRAVINA IN APULIA BA 06/08/1946
255 LEONARDO DIGRAZIA MIGLIONICO MT 08/03/1960
256 BIAGIO DISISTO STIGLIANO MT 26/07/1960
257 ROCCO DITARANTO MONTESCAGLIOSO MT 19/04/1949
258 DITTA CALLIPO FRANCESCO VIBO VALENTIA VV 01220290793
259 STEFANO DONATO MILAZZO ME 29/12/1972
260 CALOGERO D'ORO PALERMO PA 24/05/1974
261 LUIGI DUGO AVOLA SR 25/10/1923
262 ECOLEGNO S.R.L. CROPALATI CS 02900780780
ECOPELLETTS C3A S.A.S. DEL DOTT.
263 CROPALATI CS 02605300785
CITREA DOMENICO & C.
264 EDAN S.R.L. CORIGLIANO CALABRO CS 02839430788
ELETTRODIEM DI MILELLA ROCCO & C.
265 ALTAMURA BA 06301490725
S.A.S.
266 COSIMO ELIA CORIGLIANO CALABRO CS 14/06/1962
267 ENDO HOSPITAL S.R.L. CROTONE KR 01733610792
268 LIDIA ETTORRE TRICARICO MT 08/05/1978
269 ETTORRE PAOLO GRASSANO MT 09/10/1951
EURO TECNO IMPIANTI DI MAZZOTTA
270 FRANCAVILLA ANGITOLA VV 02283060792
PASQUALE
271 GIOVANNI FABIANO SAN GIOVANNI IN FIORE CS 05/08/1989
272 FABIANO LUIGI SAN GIOVANNI IN FIORE CS 10/06/1987
97
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
FAF DISTRIBUTION DI GRISOLIA MAURIZIO
273 PATERNO CALABRO CS 02373650783
E FERRARO GIUSEPPE SNC
274 VINCENZO FALCONE ZAGARISE CZ 19/01/1947
275 MICHELE FANIA BARI BA 27/03/1961
276 DOMENICO FANIELLO MATERA MT 30/04/1975
FARMACIA EREDI BARONE DOTT.
277 ROSSANO CS 03093560781
GIACINTO S.N.C. DI TAVERNISE T. & C.
278 FAS HOSPITAL S.R.L. CROTONE KR 01801020791
279 GRAZIANO FAVA CARAFFA DI CATANZARO CZ 22/05/1977
BARCELLONA POZZO DI
280 FILIPPO FAZIO ME 09/03/1949
GOTTO
281 GASPARE FAZIO SERRASTRETTA CZ 23/03/1955
282 LUCA FEDERICO COSENZA CS 12/03/1964
283 ROSARIO FEDERICO COSENZA CS 19/08/1969
284 DOMENICO FERRARELLI SAN GIOVANNI IN FIORE CS 30/12/1957
285 FRANCESCO FERRARELLI SAN GIOVANNI IN FIORE CS 25/07/1945
FERSPA S.N.C. DI FERRARELLI &
286 SAN GIOVANNI IN FIORE CS 01733610784
SPADAFORA
287 ANTONINO FESTA REGGIO DI CALABRIA RC 16/09/1974
288 COSIMO FESTA MATERA MT 17/03/1966
289 GIUSEPPE FESTA MATERA MT 27/01/1951
290 MICHELE FESTA MATERA MT 16/04/1970
291 AMEDEO FIGORILLI CATANZARO CZ 09/01/1987
292 ANDREA FIGORILLI CATANZARO CZ 02/11/1984
293 ANTONIO FIGORILLI ANTRODOCO RI 15/03/1944
294 NATALE FIGORILLI CATANZARO CZ 27/06/1978
295 PASQUALE FILIPPELLI CALOPEZZATI CS 02/06/1954
296 ORONZO FIORE MATERA MT 08/02/1940
297 ANGELO RAFFAELE FLACE MATERA MT 17/09/1936
298 PASQUALE FLORIO VIBO VALENTIA VV 24/03/1949
299 FLORIOIMPIANTI S.R.L. TRIPARNI VV 02169950793
300 CORRADO FONSECA MESSINA ME 20/03/1972
301 DOMENICO FORCINITI ROSSANO CS 11/03/1964
302 SALVATORE LEONARDO FORCINITI CORIGLIANO CALABRO CS 01/01/1950
303 MICHELE FOTI TAURIANOVA RC 28/01/1962
304 ANGELO FRACCHIOLLA GRAVINA IN APULIA BA 25/08/1959
FRANTOIO OLEARIO IACINA DI PISANI
305 CORIGLIANO CALABRO CS 01182720787
SALVATORE
306 ANGELO MARIA FRESCA AGRIGENTO AG 25/07/1990
307 SALVATORE FRONTE PACHINO SR 29/12/1945
308 ALESSANDRA FRONTERA CATANZARO CZ 22/05/1970
309 DAVIDE FULGINITI CATANZARO CZ 27/01/1977
310 MARCO ANTONIO FURNARI MESSINA ME 11/03/1971
311 FRANCESCO FUSARO CORIGLIANO CALABRO CS 08/08/1958
312 G.& G. COMPONENTS S.R.L. VIBO VALENTIA VV 02005420795
313 LUIGI GAETANO NICASTRO CZ 23/06/1967
314 VINCENZO GALATI MATERA MT 24/04/1950
315 GIUSEPPINA GALEA CROTONE KR 29/03/1934
316 ANTONELLA GALLO NICASTRO CZ 02/04/1959
317 NATALE PIETRO GALLO CORIGLIANO CALABRO CS 28/06/1963
318 SAVERIO GALLO SAN GIOVANNI IN FIORE CS 21/01/1967
319 SERGIO GALLO MANDATORICCIO CS 01/09/1945
320 LUANA GALVANIN VICENZA VI 08/02/1934
98
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
321 BIAGIO GAMBINO CANICATTI' AG 12/08/1959
322 LUIGI GANGAROSSA CALTANISSETTA CL 16/11/1959
323 MARCELLO MARIA GARRA CATANIA CT 18/10/1958
324 GE.CO. - S.R.L. VIBO VALENTIA VV 01678590793
BARCELLONA POZZO DI
325 FELICE GENOVESE ME 08/01/1959
GOTTO
326 ROSARIO GENTILE JONADI VV 20/04/1964
327 EMANUELE GIACALONE PALERMO PA 10/07/1956
328 ANTONELLA GIAMBO' CASTROREALE ME 04/06/1953
329 SANTI GIAMBOIA MESSINA ME 20/07/1972
330 ANNA MARIA GIAMMANCO PALERMO PA 12/08/1967
331 NUNZIO NICOLA GIANCOLA MATERA MT 26/09/1970
332 PIETRO GIANGRECO REGGIO DI CALABRIA RC 24/09/1942
333 GIANNETTO SANTI MESSINA ME 03/03/1947
334 VINCENZO GIANNINI SORIANO CALABRO VV 05/04/1964
335 ROSA GIARDINA CANICATTI' AG 30/05/1978
336 GIOVANNI GIGLIETTA VILLA SAN GIOVANNI RC 20/05/1945
337 CONCETTA GIGLIO LAMEZIA TERME CZ 31/05/1975
338 GLENDA GIGLIO BARI BA 20/05/1980
339 ORNELLA GIGLIOTTI DECOLLATURA CZ 14/09/1942
340 PIETRO GIGLIOTTI SOVERIA MANNELLI CZ 08/12/1964
341 LIDIA GIORDANO MONTALBANO JONICO MT 02/03/1953
342 GIU.SE.CO. S.R.L. CROTONE KR 03013880798
343 LUIGI GIUFFRE' MESSINA ME 21/06/1953
344 VINCENZO GIUFFRE' MILAZZO ME 23/03/1944
345 LONGO ANTONIO GIURA MATERA MT 11/07/1966
346 LUCA GIUSTINIANI CATANIA CT 01/11/1981
347 GIOVANNA GRANATA POLLENA TROCCHIA NA 17/11/1950
348 GIUSEPPINA GRASSO SOMMATINO CL 11/11/1943
349 ROSARIO GRAZIANO MAIDA CZ 19/02/1952
350 ANSELMO GRECO CROSIA CS 20/11/1958
351 SAVERIO GRECO COSENZA CS 03/05/1972
352 ANTONELLA NATALIA GRILLO CORIGLIANO CALABRO CS 07/01/1975
353 ANTONIO GRILLO ROSSANO CS 06/02/1955
354 FRANCESCO GRILLO CORIGLIANO CALABRO CS 01/09/1979
355 GIUSEPPE GRILLO ROSSANO CS 25/03/1950
356 LUIGI ANTONIO GRILLO CORIGLIANO CALABRO CS 30/08/1973
357 IDA GRIMALDI SANTA SEVERINA KR 20/02/1959
358 MARIA ROSA GUAIANA PALERMO PA 26/04/1947
359 MILENA GULFO POLICORO MT 16/02/1974
360 ANGELO GULLETTA MESSINA ME 29/05/1961
361 TIZIANO GULLO MESSINA ME 29/01/1971
362 GIOVANNI GIUSEPPE LORENZO GURNARI REGGIO DI CALABRIA RC 10/08/1970
I.CA.CE.M. DI RINALDI VINCENZO
363 CORIGLIANO CALABRO CS 01937670782
GIUSEPPE & C. SNC
364 INNOCENZO IACOVINO SALANDRA MT 27/07/1966
365 FILOMENA IACOVONE MATERA MT 01/06/1972
366 EUGENIO IANNONE CAMPOBASSO CB 05/01/1975
367 ANTONIO IAPICHINO ROSSANO CS 08/03/1970
368 MICHELE IL GRANDE TROPEA VV 24/09/1973
369 ERMELINDA IMERI MILAN MI 20/01/1943
370 ISABELLA IMPERATRICE SALANDRA MT 12/05/1929
99
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
371 SALVATORE IPPOLITO PALERMO PA 29/05/1940
372 CLAUDIO IRATO MILAZZO ME 08/10/1963
373 MICHELE IRTO REGGIO DI CALABRIA RC 04/10/1960
374 TOMMASO ISABELLI SAN GIOVANNI IN FIORE CS 05/02/1955
375 ANNAMARIA IURINO GRAVINA IN PUGLIA BA 03/09/1978
376 VITANTONIO IVONE NOCI BA 19/12/1978
377 ANTONIO IZZO CATANZARO CZ 13/06/1950
378 KALA KRETOSA S.R.L. CALOPEZZATI CS 02088560780
379 FILIPPO LA GAMBA VIBO VALENTIA VV 20/06/1954
380 SALVATORE LA GAMBA VIBO VALENTIA VV 22/03/1963
381 ANGELA LA ROCCA VENICE VE 08/07/1938
382 FRANCESCO GIOVANNI LABONIA CORIGLIANO CALABRO CS 26/08/1965
383 LUIGI LACAVA CATANZARO CZ 06/02/1955
384 ALBERTO MARIO LAGANA' REGGIO DI CALABRIA RC 12/11/1942
385 AMALIA LAINO CATANZARO CZ 07/05/1960
386 ROCCO VINCENZO LAMARRA SALANDRA MT 04/04/1954
387 ROSARIA LANDO COMO CO 27/07/1944
388 EUSTACHIO LAPACCIANA MATERA MT 26/01/1964
389 ANGELO RAFFAELE LAPERCHIA MATERA MT 16/02/1943
390 ROBERTO LAPIANA CATANZARO CZ 02/09/1967
391 DIEGO LAPIETRA ROSSANO CS 18/05/1975
392 LAPIETRA PASQUALE DITTA ROSSANO CS 01375400783
393 LAPIETRA S.R.L. ROSSANO CS 01835340785
394 VINCENZO LAPIETRA COSENZA CS 24/11/1973
395 ROSA MARIA LARATTA CUTRO KR 08/09/1945
396 FRANCESCA LARIZZA REGGIO DI CALABRIA RC 27/10/1969
397 GIOVANNI LASARACINA PUTIGNANO BA 04/11/1967
398 VITANGELO LASSANDRO SANTERAMO IN COLLE MT 10/06/1958
399 NICOLA LATERZA GINOSA TA 22/11/1941
400 MICHELE LATRONICO POTENZA PZ 19/04/1966
401 ANTONIO LAVECCHIA SALANDRA MT 05/08/1952
LE TRE GOCCE DI CALIGIURI LEONARDO &
402 CROSIA CS 02962030785
C. S.A.S.
403 VITA LENTINO MOTTOLA TA 12/07/1976
404 GIACOMO LEONE CATANIA CT 11/10/1929
405 ROSARIO LIA MAGISANO CZ 27/01/1949
406 GIOVANNI LICCIARDI CORIGLIANO CALABRO CS 27/07/1953
407 GIUSEPPE LISCO BARI BA 11/03/1962
408 ETTORE LO NIGRO ROME RM 24/09/1954
409 ROCCO LO RE BROLO ME 18/08/1937
410 GIOCOLI EDUARDO LOMBARDI TRAMUTOLA PZ 25/01/1954
411 ROSETTA LOMBARDO COSENZA CS 03/05/1966
412 ANNAMARIA LONGO CROTONE KR 24/08/1955
413 ANTONIO LOPERFIDO MATERA MT 13/10/1951
414 BONAVENTURA LOPERFIDO GINOSA TA 26/07/1931
415 GENNARO LOPERFIDO MATERA MT 27/10/1938
416 GIOVANNI LOPERFIDO MATERA MT 05/04/1955
417 ENZA LOPEZ SWITZERLAND 28/12/1965
418 FILOMENA LOPEZ SAN GIOVANNI IN FIORE CS 21/05/1967
419 GIUSEPPE LUIGI LOPEZ SIMERI CRICHI CZ 02/01/1951
420 GIANFRANCO LORIA COSENZA CS 29/09/1975
421 GIOVANNI LORIA SAN GIOVANNI IN FIORE CS 14/04/1952
100
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
422 GIOVANNI LORIA COSENZA CS 22/05/1974
423 IGINO LORIA COSENZA CS 11/05/1968
424 MARIA LORIA CACCURI KR 13/07/1960
425 ROSARIO GIUSEPPE LORIA CACCURI KR 17/06/1955
426 GIUSEPPE LUCARIELLO ALTAMURA BA 26/01/1927
427 MARIO LUCIANO VIBO VALENTIA VV 29/01/1950
428 MARILENA LUDOVICO GIOIA DEL COLLE BA 18/04/1970
429 SALVATORE LUFRANO CASSANO ALL'JONIO CS 06/12/1969
430 PIERO LUPO MONTESCAGLIOSO MT 24/06/1942
431 DOMENICO LUPPINO REGGIO DI CALABRIA RC 18/04/1959
432 M.& P. S.R.L. SAN GIOVANNI IN FIORE CS 02288030782
BARCELLONA POZZO DI
433 ANGELO MACAIONE ME 13/10/1944
GOTTO
434 ALFREDO MACI LENTINI SR 12/06/1960
435 MARIO MACI LENTINI SR 11/05/1952
436 ANTONIOMADARENA BORGIA CZ 17/05/1965
437 ROSELLINA MADEO ROSSANO CS 13/01/1977
438 ROBERTO MAFFEI BARI BA 12/09/1964
439 GIUSEPPE GIOVANNINO MAGGINO SAN MANGO D'AQUINO CZ 24/06/1959
440 CARLO MAGNO ROSSANO CS 29/05/1963
441 ROSARIO MAIDA CATANZARO CZ 24/04/1934
442 ALFONSO MARIA MAIORANO CROTONE KR 13/05/1951
443 FILIPPO MALTESE REGGIO DI CALABRIA RC 23/08/1950
444 CONCETTA MANCUSO MESSINA ME 08/02/1964
445 GIOVANNI MANCUSO CATANZARO CZ 14/01/1948
446 MARIA LUISA MANFREDI MATERA MT 01/01/1941
447 DAMIANO VITTORIO MANICONE MATERA MT 19/11/1943
448 VINCENZA MANNUCCI MESSINA ME 02/07/1934
449 GIORGIO MANTRONE TARANTO TA 01/02/1937
450 MARANO MIRELLA DITTA SAN GIOVANNI IN FIORE CS 0952910784
451 SALVATORE MARAZITA SAN GIOVANNI IN FIORE CS 05/01/1964
452 BENITO MARCHETTA AGRIGENTO AG 28/06/1938
453 LUIGI MARCUCCI MATERA MT 14/10/1943
454 VINCENZO MARINCOLA BORGIA CZ 10/09/1931
455 ANTONINO MARINO REGGIO DI CALABRIA RC 26/11/1977
456 MARIA MARRA CROTONE KR 24/03/1978
457 COSIMO MARRAFFA MARTINA FRANCA TA 27/09/1958
458 MASSIMO GIUSEPPE MARRAMAO VIBO VALENTIA VV 16/12/1969
459 ANTONIO MARTEMUCCI SALANDRA MT 13/06/1943
460 LORENZO MARTIMUCCI ALTAMURA BA 20/08/1943
MONTESANO SULLA
461 TERESA MARTINO SA 26/11/1961
MARCELLANA
462 ANTONIA MARTUCCI MASSAFRA TA 28/02/1969
463 DOMENICO MARVULLI ALTAMURA BA 01/12/1967
464 ANTONIO MARZARIO SALANDRA MT 14/04/1938
465 RAFFAELINO MASTROIANNI CONFLENTI CZ 05/11/1966
466 MARIA MASTROMAURO CORATO BA 29/12/1945
467 PAOLA MARIA MASTRONARDI MATERA MT 11/09/1934
468 MICHELE MATERA MATERA MT 02/02/1947
469 SALVATORE MAUGERI CATANIA CT 28/02/1964
470 ANTONIO MAURO BORGIA CZ 22/03/1966
471 DOMENICO MAURO SAN GIOVANNI IN FIORE CS 01/02/1993
101
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
472 RITA MAURO CATANZARO CZ 08/10/1970
473 GIOVANNA MAZZA SAN GIOVANNI IN FIORE CS 12/10/1944
474 PASQUALE ROMANO MAZZA VIBO VALENTIA VV 10/10/1971
475 MEDI TECNIKA S.R.L. CROTONE KR 01882320797
476 CAROLINA MARIA MEGA MATERA MT 31/07/1963
477 RENATO MELE MATERA MT 09/04/1952
478 FRANCESCO MELIGENI CORIGLIANO CALABRO CS 01/04/1943
479 ROSETTA MELIGENI CORIGLIANO CALABRO CS 20/01/1967
480 DEMETRIO MELISSARI REGGIO DI CALABRIA RC 12/08/1941
481 LUIGI VINCENZO MERANTE CRITELLI GIMIGLIANO CZ 03/10/1961
SAN COSTANTINO
482 ALFREDO MERCATANTE VV 09/04/1962
CALABRO
483 MICHELE MICELI SPILINGA VV 25/08/1964
484 GIOVANNI MILANO GIOIA DEL COLLE BA 07/07/1965
485 EMILIA MILIANA SAN GIOVANNI IN FIORE CS 24/08/1954
486 MILENA MILITELLO FERRARA FE 10/12/1936
487 PATRIZIA MILITERNO COSENZA CS 11/04/1969
488 MILONTOURS S.R.L CROTONE KR 02355010790
489 PASQUALE MINIO PALMA DI MONTECHIARO AG 18/02/1957
490 PASQUALE MIRABELLI SAVELLI KR 13/05/1962
491 LIVIANA MIRARCHI COSENZA CS 11/06/1962
492 FORTUNATO MIRENZI VIBO VALENTIA VV 05/03/1967
493 CRISTINA MOLINO ROSSANO CS 25/10/1965
494 GIUSEPPE MOLINO CASTROREALE ME 20/07/1925
495 NETTINO ANTONIO MOLITERNI MATERA MT 01/06/1972
496 SARA FRANCESCA MONTESANO POLICORO MT 27/12/1976
497 GREGORIO MONTILLO MONTEPAONE CZ 06/02/1947
498 ETTORE MONTORSI NAPLES NA 05/09/1957
499 NUNZIO DITTA MORABITO MESSINA ME 02557180839
500 ALBINO MORELLI CATANZARO CZ 02/05/1956
501 ANGELO MORELLI MATERA MT 23/09/1940
502 ANTONIO MORELLI CATANZARO CZ 28/01/1954
503 LUIGI ALBERTO MORELLI MATERA MT 08/04/1959
504 SALVATORE MORREALE SWITZERLAND 02/11/1968
505 GINA MORRONE SAN GIOVANNI IN FIORE CS 13/09/1968
MOSMODE S.A.S. DI CANNAVALE
506 CROTONE KR 01772160790
GIUSEPPE & C.
507 SALVATORE MOTOLA MONTESCAGLIOSO MT 15/11/1948
508 VITA MOTOLA MONTESCAGLIOSO MT 13/05/1947
509 PASQUALE MOTTA SAN LORENZO DEL VALLO CS 22/08/1954
510 GIUSEPPE MUCCIO POMARICO MT 21/11/1936
511 LUCIANO MUOIO ACRI CS 12/12/1935
512 MARIA CRISTINA MUOIO COSENZA CS 28/02/1966
513 PASQUALE MUOIO CORIGLIANO CALABRO CS 17/05/1968
514 MASSIMO MUROLO REGGIO DI CALABRIA RC 28/06/1957
515 LUIGI MURRONE CROSIA CS 16/05/1973
516 ANTONIO MUSACCHIO COTRONEI KR 13/04/1949
517 ANNUNZIATO MUSCIA TROPEA VV 30/08/1975
518 GISELLA NAPOLI PALMA DI MONTECHIARO AG 12/05/1968
519 CARMELO NASTASI GUALTIERI SICAMINO' ME 05/10/1933
520 MARTINO VITO NATILE ALTAMURA BA 29/03/1967
521 MARIO NICASTRO MONTESCAGLIOSO MT 17/10/1944
522 ANTONIO NICOLETTI MATERA MT 29/03/1970
102
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
523 ANTONIO NICOLETTI CORIGLIANO CALABRO CS 16/11/1961
524 COSIMO DAMIANO NICOLETTI MATERA MT 27/11/1938
525 ALBERTO NOTARBARTOLO PALERMO PA 26/07/1936
526 MONICA NOTARBARTOLO DI VILLAROSA PALERMO PA 29/09/1971
527 URBANO NOTARO MATERA MT 15/04/1939
528 GIOVANNI NUBILE FERRANDINA MT 04/04/1945
529 MARIA OLIVA MILAZZO ME 15/05/1970
530 ANTONIO OLIVERIO SAN GIOVANNI IN FIORE CS 15/11/1953
531 MARIA OLIVERIO COSENZA CS 18/07/1952
532 ROSA OLIVERIO SAN GIOVANNI IN FIORE CS 09/07/1949
533 ROSARIA ANGELA OLIVERIO COSENZA CS 16/10/1986
534 PASQUALINO OLIVITO SAN GIOVANNI IN FIORE CS 28/04/1985
535 ROSELLINA OLIVITO SAN GIOVANNI IN FIORE CS 03/11/1988
536 MARIANO ONORATI MATERA MT 23/01/1948
537 RAIMONDO ORLANDO CANICATTI' AG 27/08/1973
538 OTRANTO GIUSEPPE DITTA ROSSANO CS 01649660782
539 GIUSEPPE PACE AGRIGENTO AG 13/04/1960
540 NATALE PACENZA CORIGLIANO CALABRO CS 27/11/1954
541 FRANCESCO PAOLO PACIFICO MATERA MT 14/09/1943
542 RITA PADULA MATERA MT 29/09/1954
543 SILVIA PADULA MATERA MT 25/05/1959
544 DOMENICO SANTE PALERMO VILLAPIANA CS 01/11/1967
545 FRANCESCO PALERMO VILLAPIANA CS 07/10/1938
PALERMO S.N.C. DI DOMENICO SANTE
546 VILLAPIANA CS 01912020789
PALERMO E C.
547 BRUNO PALLADINO BOSCOREALE NA 11/02/1942
548 FRANCESCO PALUMMO CORIGLIANO CALABRO CS 20/04/1957
549 PASQUALE PANTANO REGGIO DI CALABRIA RC 14/07/1960
550 BIAGIO PAOLICELLI MATERA MT 22/05/1946
551 MICHELE PAOLICELLI ALTAMURA BA 05/03/1955
552 FRANCESCO PAONESSA CATANZARO CZ 06/04/1972
553 MARIA STEFANIA PAPAPIETRO MATERA MT 09/04/1956
554 FRANCESCO PARISI MILAZZO ME 26/10/1964
555 DOMENICO PARROTTA CIRO' MARINA KR 09/12/1960
556 ARCANGELA PARRULLI GRAVINA IN APULIA BA 02/04/1945
557 DOMENICO PASCUZZI COTRONEI KR 16/11/1962
558 ROCCO PATAFIO SCILLA RC 16/05/1959
559 PIETRO PATANE' CATANIA CT 08/08/1964
560 ANDREA PELONERO PALERMO PA 27/09/1982
561 ALESSANDRA PERRI COSENZA CS 29/09/1977
562 CELESTE NATALINA PERRI NICASTRO CZ 21/12/1945
563 MARIA ROSA PERRI NICASTRO CZ 10/09/1939
564 MASSIMO PERRI TIRIOLO CZ 10/04/1965
LEUGGERN
565 ROSALBA PERRI 03/07/1973
(SWITZERLAND)
566 CARMINE PESSOLANO ABRIOLA PZ 16/07/1950
567 PETRONE SRL TREBISACCE CS 02883210789
568 DINO PETROZZA MATERA MT 13/08/1977
569 ANGELA MARIA PICCOLO SAN GIOVANNI IN FIORE CS 10/04/1951
570 FRANCESCO PICCOLO SAN GIOVANNI IN FIORE CS 24/02/1963
571 DONATO PIERRO PONTECAGNANO FAIANO SA 30/04/1931
572 DOMENICO PIRILLO CORIGLIANO CALLABRO CS 12/08/1976
103
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
573 FRANCESCO PIRILLO CROSIA CS 14/05/1969
574 BIAGIO PIRO VIBO VALENTIA VV 01/02/1961
575 ROSANNA CESIRA MARIA PIRONE BARI BA 14/07/1944
576 ANTONIO PIRRO CORIGLIANO CALABRO CS 01/09/1946
577 GIUSEPPINA PIRRO CORIGLIANO CALABRO CS 11/08/1954
578 SALVATORE PIRRO CARIATI CS 12/03/1981
579 SANTA PIRRO' SELLIA MARINA CZ 28/03/1948
580 PAOLO PISANI CASSANO ALL' JONIO CS 10/03/1976
581 PAOLO PITTO' MISTERBIANCO CT 04/06/1951
582 LUIGINA PIZZARELLO SCILLA RC 28/11/1965
583 MARIA PIZZARELLO REGGIO DI CALABRIA RC 31/01/1960
584 GIANLUCA PIZZULLI GINOSA TA 17/06/1975
585 SEBASTIANO PIZZULLI SVITTO (SWITZERLAND) 09/05/1967
586 ANTONIO PORCINO REGGIO DI CALABRIA RC 14/01/1939
587 FRANCESCA PORCINO REGGIO DI CALABRIA RC 12/06/1970
588 RAFFAELE PORCO ROSSANO CS 14/05/1961
589 DEMETRIO PRATICO' REGGIO DI CALABRIA RC 07/01/1961
590 GIACOMO PROCOPIO CATANZARO CZ 30/10/1957
591 SALVATORE PROCOPIO CATANZARO CZ 24/11/1988
592 MARIA PROPATI CATANZARO CZ 11/08/1972
593 ANDREA PROTO CROTONE KR 25/10/1929
594 LILIANA PROTO NICOTERA VV 19/11/1957
595 PIETRO PROTO CROTONE KR 11/04/1939
596 RICCARDO PROTO TERRANOVA DI POLLINO PZ 18/10/1953
PUBBLIMER DI RAFFA GIUSEPPE E
597 MERI' ME 01706810833
VENUTO PIETRO SNC
598 MAURIZIO PUCA CATANZARO CZ 01/01/1957
599 FRANCESCO PUGLIESE DRAPIA VV 13/11/1963
600 GIOVANNI PUGLIESE VIBO VALENTIA VV 01/06/1960
601 ANTONIO PULICE COSENZA CS 17/12/1974
602 DOMENICO PULICE SAN GIOVANNI IN FIORE CS 15/10/1976
603 FRANCESCA PUZZUTIELLO SALANDRA MT 01/02/1946
604 ROCCO QUARATO MONTESCAGLIOSO MT 10/12/1947
605 PIERGIORGIO QUARTO BARI BA 07/01/1970
606 DEMETRIO QUATTRONE REGGIO DI CALABRIA RC 21/06/1964
607 TOMMASO QUINTANO MATERA MT 04/03/1953
MONTESANO SULLA
608 NICOLA RADESCA SA 20/02/1957
MARCELLANA
609 RADIO VIDEO CALABRIA 99 SRL CROTONE KR 01306900794
610 PIERFRANCO RADOGNA LATRONICO PZ 21/08/1950
611 ANTONIO RAFFAELE NICASTRO CZ 16/06/1963
612 MICHELE RAFFAELE NICASTRO CZ 31/10/1964
613 FRANCESCO RAO SAN GIOVANNI IN FIORE CS 13/12/1960
614 ALESSANDRO RAVIDA FURNARI ME 23/03/1954
615 RE INVEST S.R.L. CROTONE KR 02797640790
616 DOMENICO REBESCO TARANTO TA 09/11/1935
617 RENOVARE S.R.L. RENDE CS 02986530786
618 VINCENZO RESTUCCIA VIBO VALENTIA VV 29/12/1969
619 ROSA RICCIARDI MATERA MT 09/08/1929
620 ALDO GIANFRANCO RIGA CROTONE KR 01/09/1968
621 ANNA STEFANIA RIGA CROTONE KR 08/06/1967
622 FRANCA RINALDI CORIGLIANO CALABRO CS 30/03/1969
104
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
623 GRAZIELLA RINALDI CORIGLIANO CALABRO CS 30/06/1971
624 IOLANDA SIMONA RINALDI CORIGLIANO CALABRO CS 08/04/1979
625 MARIA ALESSANDRA RINALDI CORIGLIANO CALABRO CS 21/11/1980
626 NICOLA RINALDI MORMANNO CS 20/02/1944
627 VINCENZO GIUSEPPE RINALDI CORIGLIANO CALABRO CS 15/06/1973
628 LILIANA RIZZO CATANZARO CZ 21/12/1955
629 FILOMENA RIZZUTI CORIGLIANO CALABRO CS 08/01/1966
630 OTTORINA RIZZUTO SAN GIOVANNI IN FIORE CS 12/01/1958
631 PATRIZIA ROCCHI CHIUSI SI 30/08/1952
632 ROSALIA ROMAGNA CANAL SAN BOVO TN 04/07/1939
633 ROCCO ROMANO' BELVEDERE SPINELLO KR 09/03/1943
634 VINCENZO ROMANO CORIGLIANO CALABRO CS 29/09/1976
635 ROMOLO HOSPITAL S.R.L. CROTONE KR 02056980796
636 CATERINA RONDINONE MATERA MT 08/10/1950
637 PIETRO ANTONIO RONDINONE MATERA MT 20/07/1933
638 FRANCESCA ROTIROTI CARDINALE CZ 11/08/1952
639 FRANCESCO ROTONDO MESSINA ME 21/11/1968
640 MICHELE ROTUNDO PIGNOLA PZ 11/07/1936
641 GIUSEPPE RUSSELLO FAVARA AG 01/01/1965
642 FRANCESCO RUSSO CROTONE KR 03/08/1961
643 TERESA RUSSO CROTONE KR 29/04/1954
644 S.A.J. SERV. AUTOMOBILISTICI IONICI TREBISACCE CS 00146320783
645 ANTONIO SACCO SAN PIETRO APOSTOLO CZ 03/10/1966
646 FRANCESCO PAOLO SACCO MATERA MT 23/08/1968
SALERNO EXPRESS DI SALVATO ANTONIO MONTESANO SULLA
647 SA 03209040652
E SALVATO GIUSEPPE S.N.C. MARCELLANA
648 GELSOMINA SALERNO CALOVETO CS 08/05/1971
649 ANTONIO SALVATORE MATERA MT 27/11/1948
650 CARMELA SANGUEDOLCE CROTONE KR 15/11/1958
651 SANNILO GROUP S.P.A. ROSSANO CS 02742910785
652 ANNA SANSEVERINO GRASSANO MT 27/11/1975
653 ANGELA SANSEVRINO CASTELLANETA TA 15/07/1965
654 SALVATORE SANTAMARIA MESSINA ME 19/02/1978
655 IACINTIA SANTANTONIO MATERA MT 11/09/1973
SAPI S.A.S. DI SALVATORE PIGNATARO &
656 CORIGLIANO CALABRO CS 02541270787
C.
657 ANGELO SARAGO' TROPEA VV 01/12/1976
658 LUCIANO SARCUNI MATERA MT 30/03/1968
659 VITO SASSANO MARSICONUOVO PZ 05/05/1954
660 VINCENZO SCACCIA CIRO' KR 21/05/1960
661 MARIA TERESA SCALA REGGIO DI CALABRIA RC 05/11/1973
662 ANTONIO SCALISE SERRASTRETTA CZ 20/03/1947
663 GIOVANNI SCALISE CROTONE KR 24/03/1970
664 GIUSEPPE SCARCELLI SAN GIOVANNI IN FIORE CS 19/03/1965
665 ALFREDO SCARPUZZA NASO ME 23/11/1932
666 FABIO SCARTAGHIANDE CAVA DE' TIRRENI SA 17/04/1959
667 GIULIANO SCHITTULLI BARI BA 24/07/1978
668 VITO MARIO SCIANDIVASCI FERRANDINA MT 08/09/1955
669 BERNARDO SCIARROTTA SAN GIOVANNI IN FIORE CS 02/04/1952
670 GAETANO SCIDA CROTONE KR 10/03/1959
671 ERNESTO SCIGLIANO ROSSANO CS 03/06/1948
672 SCIVOLETTO GIULIO DITTA DAVOLI CZ 01703870798
105
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
673 MARIA ADDOLORATA SCOCUZZA MONTESCAGLIOSO MT 16/08/1950
674 ROSARIO SCOPELLITI PALMA DI MONTECHIARO AG 05/01/1966
675 OTTAVIO SCRUGLI TROPEA VV 21/02/1951
676 MICHELE SEMELLA TARANTO TA 01/12/1931
677 PAOLO SERIO GIOIA DEL COLLE BA 10/02/1966
678 DANIELA SERRA AUGUSTA SR 11/01/1967
679 EMANUELE SERRA GIOIA DEL COLLE BA 26/05/1952
680 ANTONIO SERRAGO CASSANO ALL' JONIO CS 23/05/1977
681 SETTEBELLO S.A.S. DI IVAN BARILE SAN GIOVANNI IN FIORE CS 02852240783
682 VINCENZO SGANGA SAN GIOVANNI IN FIORE CS 12/05/1967
683 MARIA SGRO FRAMERIES (BELGIUM) 27/06/1958
684 ORESTE BERNARDO SICA VIBO VALENTIA VV 26/04/1931
685 GIUSEPPE SICILIANO POTENZA PZ 30/04/1942
686 DANIELE SICLARI REGGIO DI CALABRIA RC 13/05/1977
687 DANIELA SILIPO CROTONE KR 06/08/1973
688 ERNESTA LUCIA SILIPO CROTONE KR 13/12/1971
689 FRANCESCO SILIPO CROTONE KR 24/06/1936
690 VALENTINA SILIPO CARIATI CS 10/06/1982
691 GIUSEPPE NAZZARENO SIMILI SAVA TA 28/05/1959
692 CARMELA SIMONE CORIGLIANO CALABRO CS 30/09/1948
693 ANTONIO SINICROPI REGGIO DI CALABRIA RC 03/08/1988
694 FRANCESCO SINICROPI REGGIO DI CALABRIA RC 26/05/1952
695 ALDO SISCA ROSSANO CS 26/01/1966
696 PAOLO SOMMAZZI SAN GIOVANNI VALDARNO AR 13/02/1935
697 LUIGI SORBARA CROTONE KR 30/09/1976
698 SPIETRO PAOLO ORRENTINO VIBO VALENTIA VV 04/07/1963
699 FRANCESCO SOTTILARO REGGIO DI CALABRIA RC 01/11/1976
700 GIUSEPPE SPADAFORA COSENZA CS 18/02/1966
701 MASSIMO SPADARO MESSINA ME 22/05/1969
702 FRANCESCO SPINA SAN GIOVANNI IN FIORE CS 04/07/1949
703 IACONIS PIETRO SPINA COSENZA CS 07/05/1963
704 MARIANO SPINA COSENZA CS 10/06/1967
705 MASSIMO SPINELLI VIBO VALENTIA VV 28/08/1969
706 PIETRO SPINELLI COSENZA CS 27/02/1972
707 DAMIANO SPOSATO ACRI CS 08/05/1962
708 MARIO SPOSATO ACRI CS 03/08/1967
709 SERGIO SPOSATO CORIGLIANO CALABRO CS 02/06/1960
710 SPOSATO SERGIO & C. SAS CORIGLIANO CALABRO CS 01731180780
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724 CARMELA STRIGARO CORIGLIANO CALABRO CS 22/05/1950
STUDIO ASSOCIATO ACQUAVIVA
725 MARTINA FRANCA TA 02595680733
BRANCACCIO
726 ALESSANDRO TADDEO GROTTOLE MT 05/05/1951
727 CARMINE TALARICO CATANZARO CZ 29/05/1958
728 FRANCO TALARICO COSENZA CS 09/08/1964
729 FRANCO TALARICO & C. S.N.C. SAN GIOVANNI IN FIORE CS 01445760786
730 MARIO TALARICO SAN GIOVANNI IN FIORE CS 17/11/1972
731 SALVATORE TALARICO SAN GIOVANNI IN FIORE CS 06/06/1966
732 CATERINA MARIA TAMBONE GENOA GE 21/04/1955
733 FRANCESCO TANTONE SALANDRA MT 17/08/1947
734 ISABELLA TANTONE SALANDRA MT 17/11/1947
735 VINCENZO TARANTINO GERMANY 19/10/1974
736 ANTONINO TARANTO MONTALBANO ELICONA ME 23/05/1962
737 GIOVANNA TARQUILIO SALANDRA MT 27/02/1945
738 NATALE TAVERNISE CORIGLIANO CALABRO CS 10/01/1940
739 ALBERTO TEDESCO SAN GIOVANNI IN FIORE CS 20/05/1955
740 GIACINTO LUIGI FRANCESCO TEDESCO CROSIA CS 19/02/1960
741 ANGELO CORRADO TERRANOVA GENOA GE 19/11/1963
742 TOMMASO FORCINITI GIOIELLI CROSIA CS 01286690787
MARIO TOSCANO S.R.L. - SOCIETA'
743 CORIGLIANO CALABRO CS 02732030784
UNIPERSONALE
744 CARMELA TOTO GRAVINA IN APULIA BA 05/11/1964
745 GIUSEPPE TRAPANI PALERMO PA 10/06/1969
746 CONCETTA TRAVERSA STALETTI CZ 25/07/1935
747 SERAFINO TRENTO CARIATI CS 12/05/1938
748 EMANUELE TRIGGIANI BARI BA 26/01/1938
749 GIUSEPPE TRINGALI BRANCALEONE RC 15/11/1958
750 STELLA TRIPOLO MARTINA FRANCA TA 02/05/1984
751 ANTONIETTA TROTTA MONTE SANT'ANGELO FG 07/06/1955
752 ALBERTO TUCCI POTENZA PZ 16/01/1943
753 FELICE TUCCI STIGLIANO MT 21/10/1940
754 STEFANO TUCCILLO AFRAGOLA NA 19/09/1956
755 FRANCESCA URICCHIO SALANDRA MT 28/08/1951
756 ROSA MARIA IMMACOLATA URICCHIO SALANDRA MT 08/12/1949
757 LUISA VACCARO MARSICONUOVO PZ 19/04/1963
758 FRANCESCO MARIO VALENTE SAN GIOVANNI IN FIORE CS 06/10/1946
759 ROBERTO VALENTINO MESSINA ME 05/05/1978
760 NEDO VARANO ISCA SULLO IONIO CZ 10/06/1925
761 MICHELE VARESANO CORATO BA 10/02/1973
762 ALFIO VASTA LENTINI SR 12/11/1943
763 MICHELE VENTRELLI BARI BA 10/11/1966
764 FRANCESCA VEROLA FRANCAVILLA FONTANA BR 08/10/1969
765 VINCENZO VIGGIANO AVIGLIANO PZ 12/04/1944
766 NICOLA VITRO' VIBO VALENTIA VV 04/04/1965
767 GAETANO VITULLI MATERA MT 22/07/1948
768 ANGELA ROSA VIZZIELLO MATERA MT 02/07/1951
769 ANGELO VOTTA MARSICONUOVO PZ 25/06/1960
770 LUIGI VOTTA MARSICONUOVO PZ 13/10/1965
771 LUIGI VULCANO LONGOBUCCO CS 15/06/1943
772 FRANCESCA ZAMPARELLI ACQUAVIVA DELLE FONTI BA 27/09/1990
773 GIUSEPPE GENNARO ZAMPARELLI ACQUAVIVA DELLE FONTI BA 19/09/1994
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774 RODOLFO ZITO CALOVETO CS 13/09/1967
775 ROSELENA ZITO ROSSANO CS 23/02/1965
Total % of BPER's share capital held by the shareholders presenting list no. 2
as declared by them: 0.118%
Candidates on each list List no. 1
• Alberto Marri;
• Giuseppe Lusignani; (independent);
• Fioravante Montanari;
• Mara Bernardini (independent);
• Cristina Crotti (independent);
• Giovanni Righi (independent).
List no. 2
• Giovampaolo Lucifero;
• Luigi Muto (independent);
• Michele Calabrese;
• Sergio Giangreco (independent);
• Stefania Attilia Chiarito (independent);
• Antonella Malinconico (independent).
List of persons elected and percentage of Elected from List 1: 10,649 votes (62.50% of votes)
votes
1. Alberto Marri;
2. Giuseppe Lusignani; (independent);
3. Fioravante Montanari;
4. Mara Bernardini (independent);
5. Cristina Crotti (independent).
Elected from List 2: 5,639 votes (33.09% of votes)
6. Giovampaolo Lucifero.
Further information on the Directors, the lists from which they were taken and the outcome of the voting can
be found in the minutes of the Shareholders' Meeting filed at the registered offices of the Issuer which are
available to the public on the website of Borsa Italiana (www.borsaitaliana.it) and BPER, and in the lists and
press releases issued at the end of the meetings and published on the Bank's website www.bper.it
(Governance - Shareholders' Meeting section and in the Press & Media -Press Releases section)
The Board of Directors of the Bank, with its Regulation setting "Limits of the accumulation of offices by
Directors of Banca Popolare dell’Emilia Romagna” as updated, defined general criteria for the maximum
number of board and audit appointments that Directors may hold in other companies compatible with the
effective performance of their duties.
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In particular:
• the Chairman of the Board of Directors cannot hold:
o executive appointments in listed companies;
o more than 2 executive appointments in companies of significant size;
o more than 7 non-executive or audit appointments in listed companies or, in any case,
companies of significant size;
o more than 10 appointments in total;
• the Chief Executive Officer cannot hold:
o executive appointments in listed companies or, in any case, companies of significant size;
o more than 5 non-executive or audit appointments in listed companies or, in any case,
companies of significant size;
o more than 7 appointments in total;
• each Director without delegated powers cannot hold:
o more than 6 executive appointments;
o more than 8 non-executive or audit appointments in listed companies or, in any case,
companies of significant size;
o more than 12 appointments in total.
If several non-executive and/or audit appointments are held in companies belonging to the same group:
• up to a maximum of 4 are deemed equivalent to 1 appointment;
• more than 4 are deemed equivalent to 2 appointments;
• any excess over 8 such appointments are considered as separate appointments.
By a resolution adopted with a majority of two thirds of those voting, the Board of Directors may, giving
reasons, authorise Directors to accept or retain a total number of appointments in excess of that indicated in
the preceding points.
At the time of their appointment and any time thereafter that there is a change, the Directors must provide
the Board with an updated list of their directorships, management and audit appointments, also for
compliance with the ban on interlocking. In the event of exceeding the limit placed on the accumulation of
appointments, the Board of Directors invites the Director concerned to make the related decisions.
The Bank gives newly-elected Directors a special set of documents, manuals and regulations on the role of
director and the duties that the position entails, as well as certifications and forms to be issued and filled in
by the newly-elected Director for all the formalities and activities related to their appointment and office.
In addition to the members of the Board, we also list courses, workshops, conferences and other study and
training initiatives organised by national institutions concerning issues of interest to the Board. During 2014,
various Directors attended training programmes recommended by BPER, especially on the subjects of
governance and sector regulations.
4.3 Role of the Board of Directors (art. 123-bis, paragraph 2.d), Legislative
Decree 58/98)
In compliance with the law, the functioning of the Board of Directors is governed by the articles of association
and the rules approved by the Board.
The Board checks over time the adequacy of this Regulation and makes the appropriate changes and
additions.
The Board of Directors normally meets once every month. Exceptionally, the Board may meet every time
considered necessary by the Chairman or when requested with reasons by at least one third of the Directors
or, following written communication to the Chairman of the Board of Directors, by the Board of Statutory
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Auditors or individually by each Serving Auditor.
The Chairman coordinates the activities of the Board of Directors, promoting the effective functioning of the
system of corporate governance, as well as the efficient and constant link between the functions of direction
and strategic supervision and those of management; the Chairman is the principal point of reference for the
bodies, departments and organisations within the Bank responsible for control activities and for the
committees established within the Board of Directors.
The Chairman of the Board of Directors works to ensure that the Directors receive proper and timely
information.
Having heard the opinion of the Chief Executive Officer and assisted by the competent internal functions, the
Chairman identifies the supporting documentation for the matters on the agenda of meetings.
The documentation on particularly important or complex items on the agenda is sent to the Directors and
Statutory Auditors prior to the date of the board meeting with the latest computerised tools, including a
special procedure that produces an electronic book.
The Board of Directors met 22 times during 2014 and the average duration of each meeting was about 3.5
hours.
Board meetings were attended by the following persons who are not members of the Board:
• the General Manager;
• the Deputy General Managers;
• the Deputy General Manager Secretary to the Board of Directors (under art. 35 of the articles of
association);
• from time to time, depending on the issues being addressed, the heads of the departments in
question to provide detailed information as needed on the topics on the agenda.
All of the Directors also met informally during 2014 to discuss various strategic matters, on the invitation of
the Chairman of the Board.
20 meetings have been scheduled for 2015; at the date of this Report, the Board of Directors has met 4
times, including the meeting for the approval of this document.
Pursuant to art. 40 of the articles of association, the Board exercises all powers of ordinary and extraordinary
administration of the Bank, except for those reserved for the Shareholders' Meeting, and performs the
functions of strategic supervision and high-level administration.
Without prejudice to the powers that cannot be delegated by law, the Board of Directors has exclusive
responsibility for decisions concerning:
• 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;
• the strategic direction, strategic transactions and financial and business plans;
• 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;
• the appointment and dismissal of the Chairman and Deputy Chairmen;
• the appointment from among its member of an Executive Committee and any other committees
needed for the operations of the Bank, 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 of the managers of the internal audit and compliance functions, and the executive
responsible for preparing the Company's accounting documents;
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• mergers in the situations envisaged by arts. 2505 and 2505-bis of the Italian Civil Code;
• any alignment of the articles of association with regulatory requirements.
As part of its duties, the Board of Directors:
• has, drawing where necessary on information received from bodies with delegated powers,
assessed the adequacy of the Bank's systems, administration and accounting organisation with
reference to:
o the transactions carried out with related parties and, more in general, those involving
conflicts of interest;
o the outcome of the checks performed by the second and third level control functions;
o the exercise of the mandates granted to the appointed persons;
o the economic-financial results of the various business areas covering the entire operations
of the Bank;
• has, drawing where necessary on the documentation provided by Group companies and the control
functions, also assessed the adequacy of the systems, administration and accounting organisation of
strategic subsidiaries with reference to:
o the outcome of the checks performed by the second and third level control functions;
o the reports on the consents granted to Group companies by bodies appointed by the Parent
Company;
o the economic-financial results of the various companies and of the Group as a whole;
• has assessed on an ongoing basis the general results of operations, via the periodic analysis of the
principal economic and financial aggregates of the Bank and the Group supplied by the bodies with
delegated powers, comparing them with the budget objectives and the business plan, as well as with
the approved interim reports.
The Board of Directors is also responsible for other transactions (unless, given their value, they are covered
by the powers delegated to other bodies) deemed material in economic or financial terms, such as:
• the purchase and sale of property;
• the formation of companies, the creation of temporary business associations and the definition of
strategic alliances;
• plans for the issue of certain financial instruments (shares in the Bank, convertible bonds);
• the granting of lines of credit to companies within the Group;
• the granting of lines of credit, both directly and as guarantees, that exceed the thresholds assigned
to other corporate bodies;
• mergers and spin-off transactions, the purchase/sale of businesses or lines of business,
contributions in kind and, more generally, transactions that involve publishing a prospectus in
accordance with CONSOB's instructions.
The Board of Directors carries out an annual evaluation of its own functionality, as well as that of the board
committees.
The results of this self-assessment provide support for the Board in acquiring a greater awareness of its
strengths, as well as detecting any areas for improvement, with regard to how it functions, planning the
corrective measures that are deemed most appropriate accordingly.
The methods used for this purpose, which are reviewed periodically, include:
Board members individually filling in questionnaires to analyse the main aspects of how the Board and
its Committees function; these are then processed, integrating the results by cross-checking them
against available data and information on the matters being assessed;
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Benchmarking and an analysis of the trends in the banking system to support the evaluation of how
many board members there should be;
A system of scoring to assess the level of skills considered necessary to act properly and effectively
as a Director.
The competencies identified for this purpose are as follows:
banking;
the workings of the economy and the financial system;
territories covered and the related socio-economic and market characteristics;
segment regulations,
internal control systems and risk management and control methods;
corporate governance aspects and business management processes;
organisational structures and information systems;
governance structure and organisation of the Banca popolare dell’Emilia Romagna Group,
The results of the evaluation of the functioning of the Board and its committees during 2014 are summarised
below with regard to the three areas examined.
The assessment of functioning by all Directors was generally positive and essentially in line with that for the
prior year.
Given that both the qualitative and quantitative composition of the Board of Directors is considered optimal
and considering the expertise of the Directors currently in office and those coming to the end of their term of
office, the Bank has identified areas of professional competence in which the candidates for the position of
Director may usefully make further qualified contributions, with a view to making the Board as effective as
possible:
- segment regulations,
- internal control systems and risk management and control methods;
- banking;
- organisational structures and information systems.
The document on the "Optimal Qualitative and Quantitative Composition of the Administrative Body -
Communication to Members in view of the partial renewal of the Board of Directors" was approved by the
Board and published on the Bank's website (www.bper.it) in the "Governance - Corporate Bodies -
Shareholders' Meeting" section in order to satisfy the need to bring the results of this analysis to the attention
of the members in good time, so that the choice of candidates for election to the Board of Directors at the
next Shareholders' Meeting can take the required expertise and skills into account.
The shareholders have not adopted any resolutions that provide general and advance authorisation for
exceptions to the no-competition requirement established in art. 2390 of the Civil Code. In any case, none of
the Directors are currently in the position envisaged by this article of the Civil Code.
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4.4 Chairman of the Board of Directors
The Chairman is elected by the Board of Directors from among its number by an absolute majority of its
members and remains in office until the expiry of his mandate as a Director.
The Chairman of the Board of Directors performs the functions required by law, facilitating the governance of
the Bank 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.
The Chairman does not have executive powers. He represents the Company in dealings with third parties
and in legal proceedings, both in the courts and in administrative matters, including appeals and revocations,
and has single signature powers.
The Chairman of the Board is not the main person responsible for managing the Issuer - given that there is a
Chief Executive Officer, an Executive Committee and a General Manager - nor, given the Issuer's status as a
cooperative bank, is the Chairman its majority shareholder.
By resolution of 15 April 2014 and pursuant to art. 35 of the Bank's articles of association, the Board of
Directors appointed Alessandro Vandelli as Chief Executive Officer, granting him powers consistent with the
role established by the Board of Directors, the main ones are listed below.
• to make proposals on the strategic guidelines, long-term plans and annual budgets of the Bank and
Group companies, to be submitted to the Board of Directors for voting;
• to submit for review by the Board of Directors the decisions taken regarding the organisational
structure of the Bank;
• to supervise the preparation of interim reports and financial statements of the Bank and its
subsidiaries in the Group;
• to coordinate the activities of the Bank and its subsidiaries, formulating guidelines and directives to
their General Managements, so as to ensure that the various companies operate in compliance with
the decisions taken by the administrative bodies and the activities of the subsidiaries is consistent
with the strategies laid down by the Bank as the Parent Company; to check periodically the progress
being made on the plans and projects approved by the Board, including those of a strategic nature,
as well as respect for the budgets established by group companies and developed by the individual
subsidiaries in the Group;
• to ensure implementation of the Group's corporate governance rules;
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• to ensure implementation of the Board of Directors' resolutions;
• authorise, in the event of urgent need, lines of credit of any kind on condition that their amount is
less than or equal to 5% of the Bank's shareholders' equity;
• to approve credit lines, in situations that are not considered urgent, as provided for in the current
Group Regulation for the process of defining the decision-making bodies for the provision of credit;
• to authorise the purpose – subscription - disposal, up to an amount of Euro 5 million, of equity
investments that do not alter the composition of the Group;
• to authorise, with regard to the Group's treasury and finance management, investments and
divestments of bonds and equities within the limits laid down in current internal regulations;
• authorise expenditures within the limits established by the system of mandates;
• to authorise the rental of property, both by the Bank and to third parties, within the established limits;
• to authorise write-offs within the limits established by the system of mandates.
The Chief Executive Officer, Alessandro Vandelli, is the main person responsible for managing the business
and in order to avoid situations that could generate potential conflicts of interest, he does not act as a
Director of any issuers not of the BPER Group where a BPER Board member acts as the chief executive
officer.
4.5.2 Executive Committee (under art. 123-bis, paragraph 2, letter d), Legislative Decree
58/98)
The Executive Committee, together with the Chief Executive Officer and the General Manager, participates
in the management of the Bank to the extent of the powers assigned to it by the Board of Directors.
At the end of 2014 and at the date of this Report, the Executive Committee consists of six Directors: Alberto
Marri (Chairman – Deputy Chairman of the BoD), Giosuè Boldrini (Deputy Chairman of the BoD), Luigi
Odorici (Deputy Chairman of the BoD), Alessandro Vandelli (as Chief Executive Officer), Pietro Ferrari and
Deanna Rossi. The appointed Secretary is the Deputy General Manager Gian Enrico Venturini.
Committee meetings may be attended by The Chairman of the Board of Directors, but without any right to
make proposals or vote.
In compliance with the law, the functioning of the Executive Committee is governed by the articles of
association and the Rules for the Functioning of the Executive Committee approved by the Board of
Directors.
Committee meetings, called by the Chairman, are usually held every fifteen days and, in any case, whenever
decisions are needed on matters for which it is responsible.
The General Manager also attends meetings of the Executive Committee.
The Committee met eight times during 2014.
25 meetings have been scheduled for 2015. The Committee has met 3 times as of the date of approval of
this Report by the Board.
The Board of Directors granted powers and mandates to the Executive Committee by a resolution dated 25
June 2003.
In particular, the Executive Committee has the power to authorise:
• lines of credit as provided for in the current "Group Regulation for the process of defining the
decision-making bodies for the provision of credit";
• the acquisition and/or disposal of non-controlling and/or insignificant equity investments, within the
limits established by the system of mandates;
• the purchase and/or sale of property within the limits established by the system of mandates;
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• the cost of fitting out branches;
• promotional, advertising and charitable initiatives of all kinds.
The Board of Directors and the Board of Statutory Auditors are informed about decisions taken by the
holders of mandates at least every three months pursuant to art. 2381.5 of the Italian Civil Code.
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5 Processing of corporate information
The Bank has approved guidelines for the management of “privileged information” to be communicated to
the public and issued a specific regulation for the "Management of Privileged Information and Insider List",
which establishes:
• the methods of communicating "privileged information" to CONSOB and the Market;
• the management of any delay in communicating privileged information,
• monitoring rumours;
• handling requests from CONSOB.
Given a series of circumstances or significant events resulting in the existence of privileged information
under art. 181.1 of Legislative Decree 58/98, as well as of Regulated Information under art. 113-ter of
Legislative Decree 58/98, the Bank complies with the communication requirements laid down in the
regulations including, in particular, art. 66 of the Issuers' Regulation, and informs the public without delay via
• a specific press release issued through the "System of Disclosure of Relevant Information" (SDIR-
NIS), an electronic system run by Blt Market Services S.p.A., a subsidiary of the London Stock
Exchange Group with head office in Piazza Affari 6, Milan, and in the 1INFO storage device
Computershare S.p.A., a company of the Computershare Ltd group, with head office in Via
Mascheroni19, Milan;
• publication on the Bank's website www.bper.it and, if appropriate, on the Group's website
www.gruppobper.it;
• a notice published in national newspapers (in prescribed cases, as well as at the Bank's discretion).
The SDIR-NIS system run by Blt Market Services S.p.A. distributes to the public the press releases sent in
by issuers belonging to the circuit by sending them to the press agencies connected to the system, as well
as by publishing a notice on the website of Borsa Italiana S.p.A., which also belongs to the London Stock
Exchange Group. If the market is closed, the press agencies are informed immediately on the receipt of the
press release by Blt Market Services S.p.A., or, if the press release is received during trading hours, fifteen
minutes after it was received by Blt Market Services. The transmission of press releases through the SDIR-
NIS system also ensures compliance with the regulatory and disclosure requirements vis-à-vis CONSOB.
In particular, the public is given appropriate and essential information not only about any special and/or
strategic transactions, but also about the accounts, resolutions approving the financial statements, the
amount of dividends to be paid to shareholders and financial reports, including interim reports.
In accordance with the regulations, the Bank has also set up a “Register of persons with access to privileged
information”, managed online by means of a special procedure called "Insider List".
In addition, the Bank has adopted a specific “Internal Dealing Regulation” that was approved by the Board
and published on the website www.bper.it in the "Members" section.
This Regulation:
• covers all the regulations and internal procedures to ensure that the prescribed reporting is
performed in accordance with the “Internal Dealing” requirements in matters concerning the
purchase, sale, subscription or exchange of financial instruments involving shares issued by BPER
and/or other financial instruments linked to shares issued by BPER;
• governs the disclosures envisaged for transactions carried out by relevant persons and those closely
related to them.
These reports made to the market by CONSOB and Blt Market Services S.p.A.'s SDIR-NIS system, are
published in the "Members" section of the Bank's website.
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6 Board committees (art. 123-bis paragraph 2.d), Legislative Decree 58/98)
At the date of this Report, in addition to the Executive Committee (see paragraph 4.5.2), the Board of
Directors has established as sub-committees the Nominations and Compensation Committee, the Control
and Risk Committee, the Independent Directors Committee and the Strategy Committee.
The composition, responsibilities and functioning of these committees is governed by specific instructions
approved by the Board of Directors, as described in the following paragraphs.
In addition to the Committees recommended by the Code of Conduct for Listed Companies, the Bank has
set up the following ones:
• the Independent Directors Committee, in accordance with Consob's Related Parties Regulation and
Bank of Italy Circular 263 dated 27 December 2006, as well as with the “Group Regulations on the
process of managing transactions with related parties and associated persons” adopted by the
BPER Group;
• Strategy Committee to assist the Board and, when required, the Chief Executive Officer. Its functions
are to carry out investigations, to give advice and to make recommendations, developing and
submitting to the Board opinions and proposals on general and strategic guidelines and policies, as
well as strategic transactions, of the Bank and the Group. It also provides support in the field of
business and financial plans of the Bank and the Group, and in the calculation of current and future
internal and total capital requirements in line with long-term plans and annual budgets.
For further information, see chapters 10 and 11.
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7 Nominations and Compensation Committee
The Board of Directors established the Nominations and Compensation Committee in January 2009.
The rules of formation and functioning of the Nominations and Compensation Committee are contained in
specific "Rules" approved by the Board of Directors of the Bank.
The Committee consists of a minimum of three to a maximum of five non-executive directors, the majority of
whom have to meet the independence requirements of art. 147-ter, paragraph 4 of Legislative Decree 58/98.
In no case can the Chairman of the Board of Directors be a member of this Committee, though he can attend
its meetings ex officio.
The members of the Committee are appointed by the Board of Directors and their term of office expires when
they cease to be a member of the Board of Directors. Early termination of the Board of Directors, for
whatever reason, leads to immediate revocation of the Committee. If one or more of the committee members
can no longer attend, for whatever reason, the Board of Directors replaces them with Directors who meet the
necessary requirements.
The Chairman of the Committee is appointed by the Board from among the members of the Committee. If
the Chairman is absent or unavailable, he is replaced in all his functions by the oldest member of the
Committee in terms of age.
On the Chairman's proposal, the Committee appoints a Secretary, who need not be one of its members. The
Secretary remains in office until the date of the Shareholders' Meeting called to approve the financial
statements of the year in progress at the time of the Secretary's appointment.
The Chairman convenes the Committee, sets the agenda, chairs the meetings, prepares the work, and
directs, coordinates and moderates discussions. He also represents the Committee at meetings of the Board
of Directors, signs deeds to be submitted to the Board of Directors on the Committee's behalf.
The Nominations and Compensation Committee meets, on convocation by the Committee Chairman, at least
once every quarter and, in any case, whenever necessary to resolve on matters within its mandate.
The Nominations and Compensation Committee currently comprises three non-executive and independent
Directors: Elisabetta Gualandri (Chairman of the Committee and independent), Giovampaolo Lucifero
(independent) and Valeriana Maria Masperi (independent). The appointed Secretary is the Deputy General
Manager Gian Enrico Venturini.
The Committee met seventeen times during 2014 and the average duration of each meeting was about forty
minutes.
On 28 October 2014 the Committee met with the Board of Statutory Auditors of the Bank to discuss matters
of mutual interest. The meeting was attended by the Chairman of the Board of Statutory Auditors and all
Statutory Auditors.
In 2015, three meetings have already been held at the date of Board approval of this Report.
Otherwise, meetings of the Committee are valid if attended by a majority of its current members. Resolutions
are adopted by an absolute majority of the votes of the members attending the meeting. In the event of a tie,
the Committee's Chairman has a casting vote.
Every meeting of the Committee is recorded in minutes that are signed by the Committee Chairman and
Secretary and kept in the Minute Book for the Nominations and Compensation Committee.
The Chairman can invite to Committee meetings other members of the Board of Directors or other persons
whose presence may help better performance of the Committee's functions.
In particular, the Chairman invites the Chief Risk Officer to attend meetings at which incentive systems are
discussed in order to ensure that these systems take into account all of the risks assumed by the Bank,
using methods that are consistent with those used in managing risk for internal and supervisory purposes.
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The General Manager takes part in meetings of all Board committees.
The Nominations and Compensation Committee directly oversees correct application of the rules relating to
the remuneration of persons responsible for internal control, being able to discuss such matters with the
Board of Statutory Auditors.
None of the Directors participate in the discussion of agenda items regarding their specific compensation.
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• it presents opinions, suggestions and proposals to the Board of Directors, also making use of the
information received from the relevant corporate functions, on the achievement of performance goals
to which the incentive plans are linked and on checking other conditions for the payment of
remuneration;
• it provides the Board of Directors with all the support that it needs on remuneration policies, also
preparing the documentation to be submitted to the Board for its decisions;
• it collaborates with other Board Subcommittees;
• it ensures the involvement of the relevant corporate functions in the process of drawing up and
monitoring remuneration policies and practices;
• it provides appropriate feedback to the Corporate Bodies, including the Shareholders' Meeting, on
the work that it has carried out.
During 2014, the activities of the Committee involved:
1. with reference to nominations:
• prepares opinions for the Board of Directors regarding the size and composition of the Board, as
well as the professional and managerial attributes that the Board ought to have;
• determinations for the designation of the members of the administrative and management bodies
of Group banks and companies, consistent with the provisions of art. 4.1.e) of the “Rules
governing the Nominations and Compensation Committee”;
• appointment of the Secretary, consistent with the provisions of art. 3 of the “Rules governing the
Nominations and Compensation Committee”.
2. with reference to compensation:
• the definition of Remuneration policies for directors, employees and collaborators that do not
have an employment contract in accordance with the provisions of art. 4.1.II, letter i), of the
"Rules governing the Nominations and Compensation Committee";
• the presentation of opinions, suggestions and proposals to the Board of Directors regarding the
remuneration to be awarded to the Directors with specific responsibilities, as well as the
remuneration attributable to the Boards of Directors of Group companies;
• it presents opinions, suggestions and proposals to the Board of Directors regarding the
remuneration to be awarded to those in charge of the Bank's internal control functions, in
accordance with art. 4.1.II, d) of the "Regulations for the Functioning of the Nominations and
Compensation Committee",
• it presents opinions and suggestions to the Board of Directors on the remuneration of the other
"key personnel" of the Bank and of the Group, as identified according to the instructions issued
by the Supervisory Authority and in accordance with art. 4.1.II, e) of the "Regulations for the
Functioning of the Nominations and Compensation Committee",
3. During the year, the Committee checked the adequacy of its Regulations and proposed an update
that was presented to the Board pursuant to art. 7 of the above "Regulations for the Functioning of
the Nominations and Compensation Committee”.
Every meeting of the Committee is recorded in minutes that are signed by the Committee Chairman and
Secretary and kept in the Minute Book for the Nominations and Compensation Committee.
In order to carry out its functions, the Committee has access to the information and business functions
needed for the performance of its tasks.
As things stand, the Committee has no independent access to financial resources.
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8 Remuneration of Directors
Without prejudice to the power to determine the remuneration of the Chief Executive Officer and the
Directors with special duties under the articles of association, pursuant to art. 2389 of the Civil Code and art.
24 of the articles of association, the Board of Directors arranges to allocate among its members the total
remuneration fixed at the Shareholders' Meeting.
The remuneration policies of the Group, approved by the Shareholders' Meeting of 12 April 2014, establish
that:
• the remuneration of Directors consists of a fixed component, supplemented by another fixed
component of compensation, which is only awarded to Directors with special duties (the Chairman,
Deputy Chairmen, Chief Executive Officer). In other words, there are no bonus systems linked to the
achievement of quantitative performance objectives, nor forms of compensation based on financial
instruments, except for the Chief Executive Officer for whom, in line with the Bank of Italy's
recommendation of 30 March 2011, the remuneration is split between a fixed component and a
variable component (which cannot exceed 50% of the fixed component), using 30% as an ordinary
reference for the definition of target bonuses, based on a bonus system that is calculated with
reference to a series of qualitative and quantitative objectives. The correlation between the amount
of variable remuneration and the company's medium/long-term results is performed by assessing the
level of achievement of economic and financial results in line with the annual and three-year plans,
according to indicators defined by the Board of Directors, in accordance with the system of alignment
to the overall risk considered after the event. The area of strategic management and managerial
behaviour ensures the alignment of the remuneration system to the Group's mission and values,
supporting its orientation towards the construction of long-term value. Payment of 60% of the
variable component is deferred over 3, 4 or 5 years, in equal annual instalments, on the basis of the
bonus amount, subject to penalty clauses. At the same time, it is foreseen that 50% of both the
immediate and deferred portions are to be paid in the form of financial instruments (so-called
“phantom stock”): cash allocations linked to the market price of the Parent Company's ordinary
shares, with a vesting period (during which the shares cannot be sold) of two years for the
immediate portion and one year for the deferred portion;
• the remuneration of General Management and Managers with strategic responsibilities who belong
to the category of Key Personnel is represented by a fixed component that differs according to their
responsibilities, supplemented by a variable element that also differs according to the position that
they hold and which cannot exceed 50% of the fixed component. The variable component is based
on a bonus system that to be calculated makes reference to a series of qualitative and quantitative
2
objectives that are assigned to each manager according to their position . Starting with the
remuneration for 2011, in accordance with the recommendations of the Bank of Italy of 30 March
2011, 50% of the variable component of the remuneration of General Management and Managers
3
with strategic responsibilities who belong to the category of Key Personnel gets deferred and paid
in annual instalments, subject to penalty clauses. The deferred portion is expected to be paid in the
form of financial instruments (so-called phantom stock or virtual shares) : cash allocations linked to
the market price of the Parent Company's ordinary shares, with a vesting period (during which the
shares cannot be sold) of one year for all Key Personnel, so including the CEO and Managers with
strategic responsibilities, for whom the variable element of remuneration is subject to them
overcoming certain pre-established parameters (known as "gates") expressed in terms of
consolidated earnings and balance sheet aggregates. The variable remuneration paid is subject to
reimbursement (known as "claw-back") in the event of fraud or gross negligence, without which the
reported results would not have been achieved;
• The remuneration of those in charge of control functions, including the Head of Internal Audit and the
Manager responsible for preparing the company's financial reports, is composed of a fixed
2
The maximum limit is 25% if the assessment is carried out solely on a qualitative basis, i.e. based on an assessment of coverage of the
responsibilities assigned and handling of scheduled projects (if significant); managerial values and behaviours.
3
Commencing from the 2014 Policies, the three-year deferral period has been amended to 3/5 years, depending on the amount of the
bonus.
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component supplemented by a specific function indemnity and a variable component which can be
up to a maximum of 15% of the fixed component. The latter does not depend on meeting financial
targets, but is related to the objectives of the function. The incentive mechanisms (bonuses) for
these persons are consistent with the tasks assigned to them thanks to a qualitative assessment of
the level of coverage of their responsibilities, of the projects assigned to them, as well as the
managerial skills that they have expressed.
8.1 Indemnities for Directors who resign, are terminated or cease to serve
following a public offer for the purchase of shares (art 123-bis, paragraph
1.i), of Legislative Decree 58/98)
There are no agreements with Directors or Executives with strategic responsibilities that envisage
indemnities upon termination without just cause or following a public offer for the purchase of shares.
The requirement contained in point 2.3 of Consob Communication no. DEM11012984 dated 24 February
2011, whereby it was necessary to include information in this report about any indemnities payable in the
event of early termination of the relationship, was superseded by Consob Resolution no. 18049 dated 23
December 2011, which requires preparation of the compensation report and inclusion therein of the
information specified in point 2.3 above.
For further information, please refer to the documents that are available on the Bank's website, including the
Report on Remuneration Policies, in the "Governance - Documents" section or, under the same section,
"Corporate Bodies - Shareholders' Meeting" where every year is published the report submitted to
shareholders and on the same page the box entitled "Consult the archive of the meetings" - 2014, among the
documents published for the shareholders' meeting of 12 April 2014, the document is attached to "Agenda
item 5: Report on Remuneration Policies - publ. 11 March 2014.
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9 Control and Risk Committee
In May 2009, the Board of Directors established a sub-committee for internal control, calling it the Control
and Risk Committee, as defined on 4 June 2013 to replace the previous Internal Control Committee.
9.1 Composition and functioning of the Control and Risk Committee (art. 123-
bis, paragraph 2.d), Legislative Decree 58/98)
The rules for the formation and functioning of the Control and Risk Committee are contained in a specific
“Regulation” approved by the Board of Directors of the Bank.
The Committee consists of a minimum of three to a maximum of five directors, excluding the Chairman of the
Board of Directors, who meet the independence requirements of art. 148-ter, paragraph 3 of Legislative
Decree 58/98. Alternatively, the Committee may consist of non-executive directors, providing that a majority
of them are independent.
At least one member of the Committee must have adequate experience in accounting and finance or risk
management, to be assessed by the Board of Directors at the time of appointment.
The members of the Committee are appointed by the Board of Directors and their term of office expires when
they cease to be a Director. Early termination of the Board, for whatever reason, leads to the immediate
revocation of the Committee. If one or more members can no longer attend, for whatever reason, the Board
of Directors replaces them with Board members who meet the requirements of the Committees described
above.
The Chairman of the Committee is appointed by the Board of Directors from among the members of the
Committee; if the Committee is not composed solely of independent directors, the Chairman is chosen from
among the independent members. If the Chairman is absent or unavailable, he is replaced in all his functions
by the oldest member of the Committee in terms of age.
The Chairman convenes the Committee, sets the agenda, chairs the meetings, prepares the work, and
directs, coordinates and moderates discussions. He represents the Committee and endorses the documents
to be submitted to the Board of Directors.
On the Chairman's proposal, the Committee appoints a Secretary, who need not be one of its members. The
Secretary remains in office until the effective date of the Shareholders' Meeting called to approve the
financial statements of the year in progress at the time of the Secretary's appointment.
The Committee meets at least once every two months and, in any case, whenever necessary to resolve on
matters within its mandate.
The Control and Risk Committee currently consists of five members (all non-executive and including four
independent Directors): Giulio Cicognani (Chairman - independent), Antonio Angelo Arru, Elisabetta
Gualandri (independent), Giuseppe Lusignani; (independent) and Valeriana Maria Masperi (independent).
The Board of Directors considers that Elisabetta Gualandri and Giuseppe Lusignani have adequate
experience of accounting, financial and risk management matters, especially in view of their academic work
in the economic-financial area.
The Control and Risk Committee met twenty times during 2014 and the average duration of each meeting
was about two hours.
For the period January-July 2015, twenty meetings have been planned, of which five have already taken
place at the date of this Report.
Otherwise, meetings of the Committee are valid if attended by a majority of its current members. Resolutions
are adopted by an absolute majority of the votes of the members attending the meeting. In the event of a tie,
the Committee's Chairman has a casting vote.
Every meeting of the Committee is recorded in minutes that are signed by the Committee Chairman and
Secretary and kept in the Minute Book for the Control and Risk Committee.
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Meetings of the Committee are attended by the Chairman of the Board of Statutory Auditors (or by another
auditor designated by him), the Chief Executive Officer and the General Manager.
The Chairman of the Committee can also invite to its meetings other members of the Board of Directors,
Managers of internal control functions, the Manager responsible for preparing the company's financial
reports or other people whose presence might facilitate the functioning of the Committee.
During 2014, the Chairman of the Board of Statutory Auditors attended 14 meetings of the Control and Risk
Committee, whereas at one meeting he was replaced by another Statutory Auditor.
Attendance by other external parties (principally the managers of the internal control functions) was
determined by invitation from the Committee, having specific regard for the matters on the agenda.
In order to carry out its functions, the Control and Risk Committee has access to the information and
business functions needed for the performance of its tasks. It can request the internal control functions and
the Manager responsible for preparing the company's financial reports to carry out checks on specific
operational areas, informing at the same time the Chairman of the Board of Statutory Auditors.
As things stand, the Committee has no independent access to financial resources.
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o) it provides support for the Board of Directors, by means of advance opinions, in evaluating the results
shown in the auditor's management letter and in the audit report on any important matters that arose
during audit regarding to the system of internal control and risk management.
During 2014, 139 topics were discussed, including:
34 concerning the Group Internal Audit Department,
40 presented by the Group Risk Management Department,
18 by the Group Compliance Unit,
3 by the Group Anti-Money Laundering Unit,
5 were handled by the Manager Responsible,
1 presented by the Group Lending Department,
14 for the examination of the preliminary results of the Gap Analysis compared with the 15th update of
the Bank of Italy's Circular 263 about internal control systems, information systems and business
continuity,
1 disclosure on Comprehensive Assessment project and Asset Quality Review,
2 of the Group General Affairs Department,
15 for approval of the minutes of Committee meetings,
2 for approval of the Committee's half-yearly report,
2 for updates on the work of the Committee,
1 for the periodic meeting with the Independent Auditors,
2 for the periodic meetings with the Supervisory Board.
The areas under discussion mainly concerned:
- examination of the plans and results of the control functions and the Manager Responsible;
- the examination of periodic reports on the exposure to risks;
- monitoring the progress of corrective action to the findings of the Ratification function;
- examination of the main reports produced by the control functions;
- examination of the ICAAP documentation for the self-assessment of capital adequacy;
- examination of the results of the BPER Group's self-assessment with respect to the requirements of
the 15th update to Bank of Italy's Circular 263/06 on internal controls systems, IT systems and
business continuity ("Gap Analysis);
- Information on the Comprehensive Assessment project and Asset Quality Review.
As things stand, the Committee has no independent access to financial resources.
In accordance with the above regulations, the Control and Risk Committee has prepared and approved half-
yearly reports on the activities carried out and on the adequacy of the system of internal control and risk
management, which were presented to the Board of Directors.
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10 Independent Directors Committee
In accordance with the regulatory framework introduced by the CONSOB Related Parties Regulation,
followed by the Bank of Italy's circular 263 of 27 December 2006, with the 9th update of 12 December 2011,
"New regulations for the prudential supervision of banks" Title V - Chapter 5, "Risk activities and conflicts of
interest with related parties", the Board of Directors of the BPER Group cancelled the previous internal rules
and adopted the "Group Regulations of the process of managing transactions with related parties and/or
associated persons" (the "Regulations") with effect from 31 December 2012, and subject to a first revision on
12 November 2013.
In accordance with these regulations, by a resolution of 13 November 2012, the Bank's Board of Directors
replaced the previous Related Parties Committee by setting up the Committee of Independent Directors,
consisting of three non-executive directors who meet the independence requirements under art. 147-ter, of
the Legislative Decree 58/98. In the circumstances mentioned in the Regulations, the Committee gives an
advance, reasoned opinion on the Bank's interest in carrying out a transaction a related party and/or an
associated entity, as well as on the cost-effectiveness and fairness of the conditions being applied, which
involves gathering information addressed to it in accordance with the procedures and terms of reference laid
down by the regulations and rules of operation approved for the Committee by the Board of Directors of the
Bank.
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10.2 Functions of the Independent Directors Committee
Subject to compliance with regulations and laws in force, the Committee:
a) analyses the content of the document called "Group policy on controls over risk activities and
conflicts of interest with related parties", prepared by the Bank, evaluating compliance with the rules
and its adequacy in coping with the operational complexity of the Bank. More specifically, it
evaluates:
o the explanation of how conflicts of interest arising from transactions with related parties are
to be handled;
o the risk appetite of the Group with respect to transactions with related parties;
o the method for identifying and recording related parties and monitoring their activities in
relation to the Group;
o the definition of control processes, also with regard to the duties of the second and third
level control functions;
b) analyses the content of the "Group Regulations - Related parties" prepared by the Bank, assessing
that they are suitable to ensure transparency and substantial and procedural fairness, as well as the
integrity and adequacy in coping with the operational complexity of the Bank. More specifically, it
evaluates:
o the criteria for the identification and classification of more and less material transactions;
o consistency with current regulations of cases of exclusion, exception and exemption from
the application of specific procedures, including the criteria for checking the existence or
otherwise of significant interest on the part of other related parties or other associated
persons;
o In particular:
the ways in which transactions have been identified, exclusively of lesser materiality,
concluded at market or standard conditions;
the situations and approach underlying the adoption of framework resolutions;
o the ways in which transactions with related parties and/or associated persons are initiated
and approved;
o timing and ways in which the members of the Committee are given the documentation of
related-party transactions before the resolution, as well as during and after its
implementation;
o the safeguards to be applied to transactions, if these give rise to losses, transfers to non-
performing loans, and court or out-of-court settlements;
o the information flows to be provided to the corporate bodies;
o information to be provided to CONSOB and the market for transactions with related parties;
o the periodic financial disclosures to be made on transactions with related parties;
o periodic reporting to the Supervision body on risk activity in respect of associated persons;
o rules with regard to cases in which the Parent Company Banca Popolare dell’Emilia
Romagna reviews or approves the transactions of its Italian or foreign subsidiaries;
o the Parent Company's policy and coordination measures;
o suitable controls to be applied to transactions with related parties and/or associated persons
by Italian non-banking members of the Group and by foreign banking and non-banking
members of the Group;
c) expresses at the time of the resolution an advance reasoned and binding opinion that spells out the
results of the assessments mentioned in points a) and b).
With regard to so-called "less material transactions", to be carried out by the Bank with a party related to it
and/or a person associated with it, the Committee:
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1) evaluates the Bank's interest in carrying out the proposed transaction;
2) assesses the convenience and substantial fairness of the conditions of the proposed transaction;
3) expresses a reasoned, non-binding opinion, that may also be conditional on the observations made,
spelling out the results of the assessments mentioned in points 1) and 2).
As regards so-called “more material transactions” carried out by the Bank with a party related to it, in addition
to the steps that it has to take in the case of less material transactions, the Committee also gets involved in
the negotiations and preliminary phase by receiving a complete and timely flow of information with the right
to ask for information and to make observations to the responsible bodies and to those in charge of carrying
out the negotiations and the preliminary phase. The opinion expressed for the purpose of the resolution
regarding the transaction is binding; in the case of a conditional opinion, the transaction can only be
completed or executed if all of the conditions mentioned in the opinion expressed by the Committee have
been fulfilled.
To carry out its duties, the Committee receives the documentation and information necessary for a proper
evaluation from the functions that are proposing the transaction, with the timing and in the ways laid down in
the regulations.
If deemed necessary, the Committee has the right to use the services of independent experts unrelated to
the Bank, within the cost limits set by the Board of Directors. These cost limits are valid in the case of more
material transactions.
The Committee did not make recourse to the services of independent experts during 2014.
As regards less material transactions, defined as ordinary and concluded at market or standard conditions
with parties related to and/or persons associated with the Committee:
1. it receives from the competent function ex-post information on the transactions that have been
carried out;
2. it provides any opinions or observations to the Board of Directors and/or to a different decision-
making body for the purpose of taking any corrective action that may be possible on transactions
displaying critical aspects.
The Committee meets at the Bank's head office or elsewhere providing it is in Italy. Meetings are convened
by its Chairman any time one is needed to decide on pertinent matters, or whenever the Chairman considers
one opportune.
The notice of calling has to include the date, time and location of the meeting, and a list of matters to be
discussed. It has to be sent to the Committee's members at least the three days prior to the meeting. The
Committee is considered to have been regularly convened, even without a formal notice of calling, if all of its
members are present.
Committee meetings can be held remotely by means of suitable telecommunications (video conferencing,
teleconferencing, etc.) providing that all participants can be identified and that this identification is recorded
in the minutes; they should also be able to follow and take part in the debate in real time. In this case, the
meeting is deemed to be held where the Chairman and Secretary are located.
For meetings to be valid, at least two members of the Committee have to be present.
Resolutions are passed by a majority of those voting, but without prejudice to the fact that contrary votes or
abstentions have to be explained.
The opinion expressed by the Committee is in favour of a transaction providing it agrees with every aspect of
it.
Any opinion subject to certain conditions or observations is to be considered favourable if the conditions or
observations are accepted by the decision-making body.
The Committee expressed 9 opinions during 2014, all of which were minuted, and held the same number of
meetings during the period.
On 29 July 2014 the Committee met with the Board of Statutory Auditors of the Bank to discuss matters of
mutual interest. The meeting was attended by the Chairman of the Board of Statutory Auditors and all
Statutory Auditors.
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In the absence of specific internal or external regulatory requirements, the Board of Directors of the Bank
has not assigned any additional duties to this Committee.
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11 Strategy Committee
The Board of Directors established the Strategy Committee in January 2012.
The Chairman can invite to Committee meetings other members of the Board of Directors or other persons
whose presence may help better performance of the Committee's functions.
On the invitation of the Committee's Chairman, these meetings have from time to time, depending on the
matters being discussed, been attended not only by the Committee members, but also by the Chief Financial
Officer.
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The General Manager takes part in meetings of all Board committees.
As things stand, the Committee has no independent access to financial resources.
• it prepares and submits to the Board of Directors opinions and proposals on strategic transactions
and, in particular, with respect to:
o increases in share capital, issuance of convertible bonds or bonds cum warrant, mergers,
demergers and other matters involving changes in the articles of association;
o trade, collaboration, joint venture and shareholder agreements of a strategic nature, including
combinations or alliances with other national or international entities or groups;
o purchases or sales by the Bank and subsidiaries with controlling stakes in companies, if the
value of the transaction is more than € 5 million;
o purchases or sales by the Bank and subsidiaries of companies, business units, identifiable
assets and legal relationships en bloc, also under art. 58 of the Legislative Decree 385/93, if
the value of the transaction is more than € 5 million;
• it supports the Board of Directors and, if appointed, the Chief Executive Officer in connection with
proposals relating to the Bank and Group's business plans, financial plans and budgets;
• it supports the Board of Directors in determining the present and future level of total internal capital
and total capital in line with long-term plans and annual budgets to monitor capital adequacy at
Group level;
• it supports the Board of Directors and, if appointed, the Chief Executive Officer in relation to other
matters that have been submitted to it.
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12 System of internal control and risk management
On 24 June 2014, the Board of Directors of the Bank (and, subsequently, the boards of Group companies)
approved the update of the Group Guidelines – Internal Control System, which sets out the principles for
developing the Group's system of internal controls, the roles of the control bodies and functions involved, the
methods of coordination and collaboration, and the flows of information both between functions and between
them and the corporate bodies of the Bank and Group companies.
Within the BPER Group, the System of internal controls is established on three levels:
• the “Group internal control system”;
• the “Internal control system of the company”;
• the “Internal control system of the Group”.
"Group internal control system" means the set of rules, functions, structures, resources, processes and
procedures that enable the parent company to carry out:
• strategic control of the business performance of Group companies and of their policies of acquisition
and disposal;
• management control designed to ensure that the economic, financial and capital equilibrium of the
individual companies and of the Group as a whole is maintained;
• technical and operational control aimed at assessing the various risk profiles brought to the Group by
the individual subsidiaries and the Group's overall risk.
"Internal control system of the company" (and, therefore, specific to each company of the Group, including
the Parent Company) means the set of rules, functions, structures, resources, processes and procedures
("structure of the internal control system") designed to ensure that "behaviour" is aligned with set standards
("functioning of the internal control system").
"Internal control system of the Group" means the combination of the various "Internal control systems of
companies" and the "Group internal control system”.
The Parent Company provides the Group with an internal control system that permits effective control over
the strategic choices of the Group as a whole, and balanced management of the individual components. In
particular, the Parent Company is responsible for the governance, design and implementation of the "Group
internal control system".
The “Internal control system of the BPER Group” is designed to take account of the business specifics of
each Group company and comply with the principles established by the Supervisory Authorities, being:
• proportionality in the application of rules according to size and operations;
• graduality in progressively transferring to more advanced methodologies and processes for
measuring risk and the capital that is available as a result;
• unity in the definition of the approaches used by the various functions foreseen in the Group's
organisational system;
• economy: containment of costs for intermediaries.
In this context, the following control functions have been identified within the levels envisaged by the New
Prudential Supervisory Instructions for Banks:
• Third-level controls:
o “Internal Audit” function;
• Second-level controls "risk and compliance controls":
o Anti-Money Laundering;
o Compliance;
o Risk control (including the credit control structure);
o Ratification.
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• First-level line controls,
o Line controls (designed to ensure that operations are carried out properly, carried out by the
operating teams concerned, included in the related procedures or performed as part of back-
office activities).
The teams responsible for the second and third level control functions are independent; in particular, they
are separate from each other and organisationally different to those involved in the acceptance of risk.
The internal control system of the Parent Company includes:
• the Supervisory Board as per D.Lgs. 231/2001;
• the Manager responsible for preparing the Company's financial reports (art. 154-bis of Legislative
Decree 58/98);
• The Control and Risk Committee.
In application of the principles described and as a general rule, the internal control system of the Group
envisages outsourcing to the Parent Company the second and third-level control functions of the Italian
Group companies; however, as required by the regulations, the latter still remain responsible for their
performance.
As regards Group Companies based abroad, this centralised model is partially waived in consideration of the
complexity and delicacy of operations run in a different regulatory environment. In this case, it is possible to
activate organisational models that enhance the specific nature of the context in which these companies
operate, for each control function required by local regulations, as requested by the Supervisory Authority or
by the Parent Company.
As far as the Italian Group Banks are concerned, on the other hand, this centralisation through outsourcing
to the Parent Company has been gradually reduced; in particular, following the absorption of 3 banking
subsidiaries (Banca della Campania, Banca popolare del Mezzogiorno and Banca popolare di Ravenna)
pursuant to the 2012-2014 business plan and centralisation within the Parent Company (from July 2014) of
the Inspectorate functions of Banco di Sardegna and Banca di Sassari, in order to strengthen the current
control model, the only exception at 31 December 2014 is Cassa di Risparmio di Bra S.p.A. This bank will
adopt the control model within the time frames established by the Parent Company.
Group companies are responsible for ensuring that operations are carried out properly, in particular by
performing the necessary line controls.
As regards risk governance, the BPER Group identifies the Risk Appetite Framework (RAF) as a framework
tool for overseeing the risk profile that the Group intends to take in the implementation of its business
strategies, considering it as an essential element to ensure that the risk governance policy and process by
which risks are handled comply with the principles of sound and prudent business management.
The key principles of the RAF are formalised and approved by the Parent Company, which periodically
reviews them, ensuring that they are in line with the strategic guidelines, business model and regulatory
requirements in force at the time.
Through a coordinated and representative system of metrics, the RAF formalises the risk objectives (or "risk
appetite"), any tolerance thresholds ("risk tolerance") and the operating limits in both normal and adverse (or
"stressed") conditions, that the Group intends to comply with in pursuing its strategies, defining levels
consistent with the maximum risk that they are able to assume (its so-called "risk capacity).
In order to ensure effective and pervasive transmission of the risk objectives, the Group sets its overall risk
appetite, establishing risk limits in a structured framework consistent with the policies of governance and
control of individual risks.
Lastly, the Group periodically monitors the overall RAF metrics, in order to control on a timely basis any
overruns of the tolerance thresholds and/or risk limits assigned and, if appropriate, handle the necessary
communications to the Corporate Bodies and subsequent remedies.
In line with the RAF, for each risk identified as significant, the Board of Directors of the Parent Company
sets, with a special "governance policy”:
• the risk objectives;
• the related risk exposure and operational limits;
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• the "process of risk assumption";
• the "risk management process".
The "process of risk assumption" is the series of activities during which decisions have to be taken that affect
the level of exposure to risks for the Bank.
The "risk management process" indicates the series of rules, procedures and resources to identify, measure
or assess, monitor, mitigate and communicate risks at appropriate levels.
Having heard the Board of Statutory Auditors and the Control and Risk Committee, and informed the Chief
Executive Officer, the Board of Directors of the Bank approved the annual audit plan of the Group's Internal
Audit function.
The function responsible for providing support in assessing the effectiveness of the overall internal control
system, company-wide, is the Group Internal Audit Department.
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2. assumption;
3. supervision.
This phase includes analysis of the sources of risk, classification of the types of risk affecting financial
disclosures, and identification of the specific areas of the business where such risks may arise.
In this regard, the following categories of risk have been identified:
• risk of unintentional error: the risk of material errors in the financial statements due to unintentional
actions or omissions deriving from inadequate or dysfunctional procedures, human resources or
internal systems, or from external events;
• risk of fraud: the risk of material errors in the financial statements made intentionally in order to
obtain an unfair or illegal advantage as a consequence of false financial disclosures; the risk of fraud
includes the "risk of misappropriation of goods and assets”.
At this stage of the process we also defined the specific term "Administrative and Accounting" (as per art.
154-bis Legislative Decree 58/98), linking it to specific business processes.
Based on this definition and taking into account the types of risk exposure mentioned previously, the risk of
unintentional error and fraud in financial reports can be generated by "administrative and accounting”
processes only to a limited extent.
This phase includes establishing the objectives for financial reporting and the associated thresholds of
acceptance and tolerance of the risks relating to financial disclosures.
In this regard, the acceptance of risk includes:
• Design and development of administrative and accounting processes. Corporate decisions about the
design and implementation of administrative-accounting processes, with particular reference to the
design of line controls; in terms of these controls, particular attention is paid to the following aspects:
o clear allocation of responsibility for the performance of the line controls (whether IT or manual)
that are an integral part of the administrative and accounting process;
o design of line controls to take full account of the individual risks of incorrect or false disclosure
that may arise.
• Risk appetite. Assessment of the level of materiality of the “risk of unintentional errors and fraud in
financial reports”; in this respect, the Manager in charge establishes the criteria by which to identify:
a) material companies among those included in the scope of consolidation;
b) material financial statement items;
c) material accounting schedules;
d) thresholds of tolerance of risk related to the assessment of the adequacy and effective
implementation of administrative and accounting procedures.
Implementing point a) to identify the Companies falling within the scope of consolidation to which the
"Financial Reporting Control Model” is to be applied.
To ensure traceability of the controls in place over financial reporting and compliance with art. 123-bis, the
organisational units of the companies whose IT systems are aligned use a special application to certify the
checks carried out on material accounting balances: these balances are identified by implementing points b)
and c).
Identification of the thresholds referred to in point d) makes it possible to establish what actions the Manager
in charge should take, and for what purposes, depending on the ratings level reached.
This phase encompasses the assessment, monitoring/control and reporting on risks relating to financial
reports.
• Measurement of risk
The assessment model developed internally (known as the Control Risk Self Assessment or CRSA) is
designed to give each administrative and accounting process a separate assessment of:
o process adequacy. The aim is to analyse the organisational variables of a process which,
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should it develop weaknesses, could generate potential risk events to the process in question;
o riskiness of the process. The aim is to achieve a detection and assessment of the risks involved
in each process, considering the structure and functioning of the system of line controls and the
organisational requirements of each process;
o adequacy of the structure of line controls. The aim is to assess the adequacy of the structure of
line controls for the process in question to mitigate the occurrence and/or impact of the events
identified in the analysis of riskiness.
The following organisational variables have been identified:
o People: i.e. the human resources assigned to the process;
o Process: i.e. the rules by which the various activities involved in a process are organised;
o System: i.e. information inputs to the process.
These assessments are reached by means of a self-assessment on the part of those in charge of the
process.
• Monitoring and control
In general, the monitoring and control of the “risk of unintentional errors and fraud in financial
disclosures” involves supervision of the following areas:
o the generation, recording, processing and presentation of accounts, material information and the
related entries included in the separate and consolidated financial statements;
o administrative-accounting activities that generate the risk of fraud in financial disclosures.
These activities involve :
o carrying out checks on the administrative and accounting processes of the Parent Company,
including those that are outsourced and, with reference to the procedures for the preparation of
the consolidated financial statements, those of the Companies included in the scope of
consolidation (for the purposes of the financial statements reporting package);
o carrying out checks on the supervisory reporting processes, on both an individual and
4
consolidated basis ;
o carrying out checks that the accounts have been squared for those companies that are aligned
5
for IT purposes.
Particular attention is given to IT activities and to any contracts for the outsourcing of specific
administrative-accounting processes.
In order to ensure that the administrative and accounting procedures are applied effectively within the
Group, in line with the "Financial Reporting Control Model", a system of "chain certifications" has been
introduced with the support of appropriate financial reporting questionnaires, which have to be filled in by
the Delegated Body (CEO) and by the Contact Person of the Manager Responsible of any company
falling within the scope of consolidation; this certificate and the questionnaire are submitted for approval
by the respective Boards of Directors at the meeting to approve the draft financial statements and
immediately forwarded to the Parent Company, which has to acquire all of this documentation prior to
the meeting of its own Board of Directors to approve the financial statements for the period (at 31/12 or
30/06).
• Reporting
Reporting activities include the preparation of:
o internal "management" information about the “risk of unintentional errors and fraud in financial
4
This includes checks on the preparation of the "supervisory reporting package": processes for receiving, compiling and
transmitting information that the Parent Company uses in preparing supervisory reports on a consolidated basis.
5
In order to provide support for the Manager Responsible with tools to ensure the traceability of the controls performed
on financial reporting, methods of certifying the checks carried out were implemented by the various organisational units
on the account cards considered material on the basis of qualitative parameters (e.g. items requiring valuation) and
quantitative parameters (e.g. materiality of an account balance).
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disclosures”;
o other disclosures required by art. 154-bis of Legislative Decree 58/98.
Responsibility for managing the risk of unintentional errors and fraud in financial disclosures is principally
assigned to the Manager responsible for preparing the Company's financial reports, as well as to the various
corporate bodies. This allocation takes account of the regulations that assign specific responsibilities to the
above Officer.
In order to carry out his mission, the Manager responsible for preparing the Company's financial reports
makes use of the work of the Office for the monitoring and control of financial information, within the Parent
Company, which reports hierarchically to him. The above mentioned Office carries out the tasks related to
the “Process for managing the risk of unintentional errors and fraud in financial disclosures".
Every six months, the Group's Financial Reporting Monitoring and Control Office carries out a risk
assessment based on an analysis of the results of its activities; this assessment involves two distinct
activities:
• an overall assessment of the adequacy of the administrative and accounting procedures;
• an overall assessment of the effective application of the administrative and accounting procedures.
The outcome of this assessment is a summary qualitative judgement on the validity and effectiveness of the
administrative and accounting internal control system.
As part of the process of managing non-compliance risk, the office responsible for the monitoring and control
of the Group's financial information has been identified as the “Specialist” for monitoring all reports made for
supervisory purposes, in addition to the established task of monitoring international accounting standards;
that office has established a dedicated Regulations and Financial Information section for this purpose. This
section is responsible for ensuring the proper management of non-compliance risk in the assigned regulatory
area, adopting the methodologies, tools and reports established by the Group's compliance function and
accepting assistance from that function as necessary, which remains jointly responsible for managing the
non-compliance risk regarding the above regulations.
Before issuing the certificates under art. 154-bis of Legislative Decree 58/98 to be attached to the separate
financial statements, the consolidated financial statements and the condensed consolidated interim financial
statements, a specific report has to be prepared by the Manager Responsible, with the assistance of the
Group's Financial Reporting Monitoring and Control Office, based on the results of their activities during the
period. This report is submitted in advance to the Control and Risk Committee and then to the Board of
Statutory Auditors and the Board of Directors in accordance with art. 154-bis, paragraph 4 of the Legislative
Decree 58/98.
12.2 Director responsible for the system of internal control and risk
management
The Parent Company's Board of Directors gives the CEO adequate powers and resources to implement the
strategic guidelines, the RAF and risk governance policies defined by the Board of Directors of the Parent
Company in the design of the internal control system and is responsible for taking all the necessary steps to
ensure that the organisation and its internal control system comply with the principles and requirements laid
down in regulatory provisions, monitoring compliance on an ongoing basis.
The Chief Executive Officer in implementing the guidelines established by the Board of Directors, among
other things:
• ensures that the responsibilities and duties of the various corporate structures and functions involved
in risk assumption and management processes are clearly assigned and potential conflicts of
interest are avoided;
• ensures that the activities carried out by the functions and structures involved in the internal control
system are carried out by qualified personnel with an adequate degree of independence of judgment
and with adequate experience and knowledge for the tasks to be performed;
• defines internal information flow mechanisms to ensure that the Corporate Bodies and control
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functions are fully aware of the various risk factors and have the ability to govern them and the
assessment of compliance with RAF.
carries out any initiatives and interventions needed to ensure the overall reliability of the internal control
system on an ongoing basis.
In performing his duties, the Chief Executive Officer has the power to require audits or investigations to be
carried out, also with regard to specific irregularities, in the same way as other corporate bodies of the
Parent Company and/or Group companies.
The main reports produced by the control functions and by the Manager Responsible are brought to the
attention of the Control and Risk Committee and the Board of Directors.
Lastly, the Board of Directors appoints and dismisses the heads of the corporate control functions and the
manager responsible, after consultation with the Control and Risk Committee, Nominations and
6
Remuneration Committee, the Board of Statutory Auditors and the Chief Executive Officer .
6
See Group guidelines – Internal Control System:, para. 5.1 “The Chief Executive Officer only intervenes for the appointment of the
heads of Internal Audit, Compliance and Risk Control, as indicated by the Regulation of the Bank of Italy and of CONSOB Title III, art.
12, para. b)”.
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approval by the pertinent corporate bodies. In 2014, a specific budget was allocated to the Manager of the
Internal Audit function.
Internal Audit carried out numerous audits of both the Parent Company and Group companies during 2014.
While a much wider range of activities was performed, the main areas of intervention were as follows: credit
processes, internal rating system, anti-money laundering system, investment services, remuneration policies,
monitoring and management of liquidity risk, the process of issuing covered bonds, the outsourcing of cash
handling; the capital adequacy assessment process, operational continuity, ICT processes and evaluation of
the overall system of internal control.
The Group's Inspectorate and the Inspectorate of Banco di Sardegna, which forms part of the Internal Audit
Department, have carried out checks on the Branches (general, sector, specific and MiFID checks) and on
the Central Offices, also on a remote basis, in accordance with the instructions issued by the Parent
Company.
BPER's Internal Audit function is an internal structure of the Bank and is not outsourced to a third party
(inside or outside the Group).
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13 Organisation model (Decree 231/2001)
The Bank has adopted an Organisation, Management and Control Model pursuant to Legislative Decree
231/01 to prevent the commission or attempted commission of the offences envisaged in this Decree that
are relevant to the business carried on by the Bank.
In particular, the Organisation, Management and Control Model comprises two parts, one general and the
other specific, together with a number of attachments. The documents concerned are summarised below,
with a short description of their contents.
Organisation and Management Model - General Part: this describes the components of the Model, with
particular reference to the composition, duties and role of the Supervisory Board, the training of personnel,
and the recipients and scope of application of the Code of Ethics and the Disciplinary System;
• Text of Legislative Decree 231/01 and Law 146/06: text of Legislative Decree 231 of 8 June 2001
and Law 146 of 16 March 2006;
• Code of Ethics specifies the rights, duties and responsibilities of the Bank with respect to all parties
with which it has relations;
• Organisation chart: diagram of the entire organisational structure of the Bank;
• Function organisation chart : indicates the Organisational Units/Functions of the Bank, as well as the
duties performed by them;
• Internal control guidelines: defines the principles for managing the BPER Group's system of internal
controls, as well as the roles of those bodies and functions that are part of the system;
• Regulation of the Supervisory Board: governs the functioning of the Supervisory Board;
• Reporting procedure: identifies the form used to report violations of the Organisation and
Management Model pursuant to Legislative Decree 231/01;
• Disciplinary System: identifies the disciplinary penalties applicable in the event of failure to comply
with the procedures and instructions stated or referred to in the general and special parts of the
Model, as well as in the attachments and the Code of Ethics, to the extent significant for the
purposes of Legislative Decree 231/01;
• Special Part: This analyses in detail the offences envisaged in Legislative Decree 231/01; for this
purpose, the law is presented together with an explanation and examples of ways in which the
offences might be committed in a banking situation. For each case, sensitive activities exposed to
the risk of committing the offence are indicated together with the organisational units involved. The
special part also presents the protocols for preventing the commitment of offences. The prevention
protocols indicated for each offence are assigned unequivocably to each organisational unit, which is
responsible for identifying, designing, maintaining and complying with them;
• Map of offences: this sets out the text of the relevant regulations pursuant to Legislative Decree
231/01, explains the regulations and gives examples of the ways in which each offence might be
committed in a banking context;
• Compliance Policy - Market Abuse: describes the behavioural model governing "Internal Dealing",
the classification of information as "privileged information" and the process of communicating it to the
market, as well as monitoring it and, if necessary, reporting to Consob any transactions suspected of
abusing privileged information or manipulating the market;
• BPERservices protocols: describes the sensitive activities and prevention protocols strictly linked
with the outsourcing activities that BPERservices performs for the Parent Company and other
consortium members.
The Model is designed to prevent the following types of offence that are significant pursuant to Legislative
Decree 231/01:
- Offences committed in relations with the public administration: (arts. 24 and 25 of Legislative Decree
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231/01);
- IT offences and improper processing of data (art. 24-bis of Legislative Decree 231/01);
- Organised crime (art. 24-ter of Legislative Decree 231/01);
- Counterfeiting coins, notes, duty-paid stamps, identity documents or similar (art. 25-bis of Legislative
Decree 231/01);
- Crimes against industry and commerce (art. 25-bis1 of Legislative Decree 231/01);
- Corporate and bank crimes (art. 25-ter of Legislative Decree 231/01);
- Crimes of terrorism or the subversion of democratic order envisaged by the criminal code and
special laws (art. 25-quater of Legislative Decree 231/01);
- Mutilation of female genital organs (art. 25-quater1 of Legislative Decree 231/01);
- Crimes against individual personality (art. 25-quinquies of Legislative Decree 231/01);
- Market abuse (art. 25-sexies of Legislative Decree 231/01);
- Crimes of manslaughter and serious or very serious injury due to negligence, committed in violation
of the accident prevention regulations and laws protecting health and safety at work (art. 25-septies
of Legislative Decree 231/01);
- Receiving, recycling, using money, assets or benefits obtained from illegal sources (art. 25-octies of
Legislative Decree 231/01);
- Violation of authorship rights (art. 25-novies of Legislative Decree 231/01);
- Inducement not to make or to make misleading statements to the judicial authorities (art. 25-decies
of Legislative Decree 231/01);
- Transnational crimes (arts. 3 and 10 of Law 146/06);
- Environmental crimes (art. 25-undecies of Legislative Decree 231/01);
- Employment of foreign citizens with improper residence status (art. 25-duodecies of Legislative
Decree 231/01).
To this end the Bank has established its own Supervisory and Control Body comprising five members,
including two independent Directors, two employees of the Bank (Internal Audit Manager and Compliance
Manager) with specific legal knowledge and an external person with suitable skills in this area. The Bank
has assessed that this composition meets the needs expressed in Legislative Decree 231/01, thanks to the
presence of members with a high level of legal training and adequate preparation in the field of risk
assessment; it has therefore been decided, for the time being, not to entrust the functions of the Supervisory
Body to the Board of Statutory Auditors, as permitted by art. 6-bis, paragraph 4 of Legislative Decree 231/01.
The Supervisory and Control Body held 8 meetings during 2014, and met once in 2015 prior to the approval
of this Report.
It reports on its activities every six months to the Board of Statutory Auditors and the Control and Risk
Committee.
Consistent with the relevant regulations, this Body monitors the functioning of and compliance with the
Organisation and Management Model adopted by:
• detecting any changes in the "risk map";
• checking compliance with the procedures in relation to activities already identified as "at risk";
• activating and/or performing internal investigations in coordination with the control functions;
• planning training for personnel with regard to changes in the jurisprudence or legislation that might
affect the crimes envisaged in Decree 231/01;
• requesting the identification of suitable procedures to cover new types of activity that may be defined
as "at risk";
• requesting updates to existing procedures, if the business could be materially affected by changes in
the risks included in the scope;
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• reporting proven infringements of the instructions;
• coordinating activities by the Parent Company of the Supervisory Bodies of subsidiaries, fostering an
exchange of information, knowledge or methodologies;
• getting Group Banks to adopt the regulatory documents that constitute the Organisational and
Management Model, subject to limited and necessary adjustments.
The Supervisory Body reports immediately to the Board of Directors in case of necessity and every six
months to the Board of Directors, the Board of Statutory Auditors and the Control and Risk Committee on its
activities and, in particular, on the functioning and observance of the Model of Organisation and
Management pursuant to Legislative Decree 231/01. The Supervisory Body is also kept informed by means
of specific reports received according to established procedures from those required to comply with the
Model or from third parties about any events that could give rise to responsibilities under Decree 231/01.
Each of the banking subsidiaries has its own Organisation and Management Model pursuant to Legislative
Decree 231/01, which was established applying the methodologies used by the Parent Company; the Model
adopted by BPER Services S.c.p.a. is currently being implemented and strengthened. The banking
subsidiaries and BPER Services S.c.p.a. each have their own Supervisory Body, comprising three members.
Please refer to the footer on the Bank's website on the "Legislative Decree no. 231/01" page, where part of
the Model of Organisation and Management adopted by the Bank is available, along with other
documentation on this topic.
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14 Audit firm
On 10 May 2008, the Ordinary Shareholders' Meeting of the Bank resolved to engage
PricewaterhouseCoopers S.p.A. for a period of 9 years (that is until the approval of the financial statements
at 31/12/2016) to audit the annual and half-yearly separate and consolidated financial statements.
PricewaterhouseCoopers S.p.A., formed on 31 December 1999 with registered offices at Via Monte Rosa
91, 20149 Milan, is recorded on the Milan Companies Register with number 12979880155, same tax code,
and on CONSOB's special register of auditing firms (art. 161 of Legislative Decree 58/98).
The Independent Auditors hold discussions with the Manager Responsible (for preparing the Company's
financial reports), with a view to constant dialogue and an exchange of information about the evaluation of
the administrative-accounting procedures and the “Control Model for Financial Disclosures", as well as with
the corporate bodies, board committees and shareholders in accordance with current regulations.
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15 Manager responsible for preparing the company's financial reports and
Managers in charge of control functions
The BPER Group’s “Manager responsible for preparing the Company’s financial reports” is Emilio Annovi,
manager of the Group Administration and Reporting Department, and a Central Manager.
The mission of the Manager responsible for preparing the Company's financial reports, who reports directly
to the Chief Executive Officer, is to:
• for the Parent Company:
o ensure the reliability of the financial information disclosed in the separate financial
statements;
o ensure that the Bank's reports to the supervisory authorities are based on data drawn from
its accounting and information systems;
• for the Group:
o ensure the reliability of the financial information disclosed in the consolidated financial
statements;
o ensure that the Bank’s consolidated reports to the supervisory authorities are based on data
drawn from its accounting and information systems, as well those provided by the
companies and entities encompassed by the consolidated reports.
In order to carry out his mission, the Manager responsible for preparing the Company's financial reports
makes use of the work of the Office for the monitoring and control of financial information.
In view of the acceleration of changes in the economy, the complexity of operations and recent regulatory
developments in matters of internal control and financial reporting (for both accounting and regulatory
purposes), which are giving the Manager Responsible more and more responsibility for the reliability of
financial reports, from 2013, in addition to the system already implemented, a certification is requested from
each of the companies included in the scope of consolidation. This will form an integral part of the Financial
Reporting Control Model, so as to provide the Manager Responsible confirmation of the completeness,
authenticity and reliability of the figures submitted for the preparation of the consolidated financial statements
and to provide any other useful information on which to express their opinion (e.g. an assessment of the risk
of fraud). This certification, which is made on company letterhead and signed by the Chairman of the Board
7
of Directors, by the Delegated Body (CEO) and by the Contact Person of the Manager Responsible of each
company falling within the scope of consolidation, has to carry the same date as the meeting of the
Company's Board of Directors called to approve the annual financial statements at 31 December or the
interim financial report at 30 June.
As a listed issuer with Italy as its member state of origin, Banco di Sardegna SpA has also appointed a
Manager responsible for preparing the Company's financial reports pursuant to art. 154 bis of Legislative
Decree 58 of 24 February 1998, who functionally reports to the Parent Company's Manager Responsible as
regards methodologies, tools, processes and reporting for the purpose of preparing and certifying the
adequacy and effective application of the administrative and accounting procedures.
Art. 51 of the articles of association establishes that the Board of Directors, having heard the required
opinion of the Board of Statutory Auditors, shall appoint a person in charge of preparing the corporate
accounting documents, allocating him suitable powers and resources for the performance of the assigned
tasks pursuant to legal requirements. Having received the opinion required from the Board of Statutory
Auditors, the Board of Directors is also entitled to revoke the appointment of the Manager responsible for
preparing the Company's financial reports.
7
Appointed by the Board of Directors of each company in the scope of consolidation, with the approval of the Manager
Responsible of the Parent Company. The person coincides, as a rule, with the Company's Administration Manager, who
performs the following tasks: “information link", "representation" and "operational support", as stipulated in the Regulation
of the Contact Person of the Manager responsible for preparing the Company's financial reports.
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The Manager responsible for preparing the Company's financial reports is appointed from among the Bank's
managers who have at least three years' management experience in the areas of administration and
accounting.
The Manager responsible for preparing the Company's financial reports:
• has access to all functions within the Bank in order to obtain data and information regarding the
administrative-accounting processes, including the information needed to perform checks and/or
evaluate the business processes that have been outsourced;
• is empowered to obtain internal information about events, risk indicators and proposed technical-
organisational changes to the administrative-accounting processes;
• in the context of the line controls over accounting reconciliations, identifies the appropriate
Organisational Units within the Companies included within the scope of consolidation that are
aligned at IT level, and assigns them responsibility for reconciling the accounts included in the chart
of accounts used;
• is empowered to obtain from subsidiary companies the information/data required by art. 43 of
Decree 127/1991, in order to prepare the consolidated financial statements, with specific reference
to:
o the information needed for the consolidated financial statements;
o the adjustments necessary when different accounting policies are adopted;
o the loans, payables, revenues, costs, and intercompany profits and losses, to be eliminated
on consolidation;
o the statistical information needed to prepare the explanatory notes.
With regard to resources, the Manager responsible for preparing the Company's financial reports:
• may make use of specialist external and other resources, after a reasoned request to the Chief
Executive Officer has been approved;
• if such resources belong to the Parent Company or a Group company, a specific request must also
be made to the General Manager of the company concerned;
• maintains appropriate financial autonomy via the management of an expense budget for the
activities associated with his functions.
The following are the references of the other heads of corporate functions appointed by the Board of
Directors, with duties that involve matters of internal control and risk management:
• Andrea Tassi, in charge of the Group Internal Audit Department from 2 April 2012;
• Michele Luciano Campanardi, Chief Risk Officer and head of the Group Risk Management
Department from 1 July 2014;
• Michele Pisani, head of the Anti-Money Laundering Department since 25 August 2011;
• Raffaella Perfetti, head of the Group Compliance Unit, from 28 January 2014 as temporary
replacement for Massimo Vescogni and nominated the 13 January 2015 as head of this unit.
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16 Coordination of all those involved in the system of internal control and risk
management
In order to ensure proper interaction between all functions and the control bodies, avoiding duplications and
gaps, the Board of Directors has approved Guidelines for the System of internal controls of the Group. These
establish the tasks and responsibilities of the bodies and functions involved and, in order to assure the
proper functioning of the system of internal controls, the methods of coordination and collaboration, and the
information flows between the various corporate control functions. They also identify the Manager
responsible for preparing financial reports and the corporate bodies of the Parent Company and the Group
companies.
Where control areas are subject to possible overlap, the control functions seek to pursue synergies and
minimise their "impact" on routine business activity while adequately monitoring risk, without prejudice to the
right of each control function to include specific checks in its plan of activities.
In order to facilitate coordination and collaboration, the Internal Audit, Risk Control, Anti-money laundering,
Compliance and Validation functions and the Manager responsible for preparing financial reports use the
same:
• taxonomy of processes;
• taxonomy of risks;
• parameters for the assessment of control activities.
Coordination and collaboration are sought in the following areas:
• planning/performance of control activities;
• exchange of results deriving from the assessment/measurement of risks and the adequacy of controls;
• use of the information contained in the plan of corrective actions;
• operational involvement of several control functions should critical events arise affecting the
Group/company.
To facilitate interaction between the control functions (within the company and outside), the BPER Group has
established the “Group Committee for the coordination of controls” chaired by the Chief Executive Officer.
Via the participation of the control functions and the Manager responsible for preparing financial reports, the
Committee facilitates the formalisation of coordination. In particular, the functions describe their recent
experiences and projects planned for the development of methodologies, parameters and supporting tools.
The various forms of collaboration and coordination result in exchanges of information approved by the
Board of Directors. The BPER Group recognises two types of information flow:
• vertical flows exchanged between the corporate bodies (including the Control and Risk Committee) and
the corporate control functions and the Manager responsible for preparing financial reports;
• horizontal flows between the corporate control functions and the control functions.
The flows exchanged with Group companies are transmitted via the contact persons for the individual control
functions, whose tasks include gathering together all the flows intended for corporate bodies.
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17 Directors' interests and related-party transactions and/or Associated Persons
In accordance with the requirements of Consob's Related Parties Regulation and Bank of Italy Circular 263
dated 27 December 2006 (9th revision dated 12 December 2011 of the new Prudential Supervisory
Instructions for Banks, Title V), Chapter 5: At-risk activities and conflicts of interest in relation to related
parties, on 13 November 2012 the Board of Directors of the Bank - after obtaining prior favourable opinions
from the Board of Statutory Auditors and the Related Parties Committee (active under a specific mandate
until 30 December 2012) - approved the Group Regulation on Related Parties that took effect from 31
December 2012.
Because of subsequent regulatory intervention in this area, including changes to art. 136 of the Legislative
Decree 385/93 as per art. 24-ter of Law 221 of 17 December 2012, this document was subjected to specific
revision on 12 November 2013, in compliance with the required formalities.
The BPER Group has adopted this Regulation on transactions with related parties of the Group, which
identifies for the entire Group:
a) the criteria for the identification and classification of more and less material transactions;
b) the exceptions and exemptions that Group entities will be able to claim, including the criteria for
checking the existence or otherwise of significant interest on the part of other related parties or other
associated persons;
c) rules regarding the various stages in the investigation, negotiation, resolution and approval of
transactions, distinguishing between those than are more or less material and clarifying, in particular,
the ways in which the Committee of Independent Directors should get involved;
d) the independence requirements of directors;
e) the safeguards to be applied to transactions, if these give rise to losses, transfers to non-performing
loans, and court or out-of-court settlements;
f) the flow of information to be provided to the governing bodies;
g) information to be provided to CONSOB and the market for transactions with related parties;
h) the periodic financial disclosures to be made on transactions with related parties;
i) periodic reporting to the Supervision body on risk activity in respect of associated persons;
j) rules with regard to cases in which the Parent Company Banca Popolare dell’Emilia Romagna
reviews or approves the transactions of its Italian or foreign subsidiaries;
k) the Parent Company's policy and coordination measures;
l) suitable controls for the Italian non-banking companies and for the foreign banking and non-banking
members of the Group.
In support of this Regulation on transactions with related parties of the Group, specific provisions have been
adopted to provide detailed instructions on how to manage operations in different procedural area.
The handling of related-party transactions during 2014, therefore, took place according to the principles of
conduct and rules governing related parties and associated persons.
Moreover, as regards risk activities, the Bank has adopted the "Group regulations for the prudential
monitoring of limits on risk activities with related parties", which detail the following processes:
• definition of the limits to risk activities with related parties;
• continuous monitoring of limits;
• managing situations where the limits have been exceeded,
also governing the roles, responsibilities, tasks and coordination mechanisms of the Corporate Bodies and
Top Management of the various functions at the Parent Company and at Group banks and companies.
With reference to the procedures for authorisation and execution of transactions with related parties and/or
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associated persons, the Group Regulations of the process of managing transactions with related parties and
associated persons, in accordance with CONSOB regulations and the provisions of the Bank of Italy,
distinguishes between material transactions and those involving minor amounts.
The following are considered transactions involving minor amounts:
• all transactions with related parties and/or associated persons with amounts used for calculating the
materiality indices - as specified by law - that are less than or equal to 500,000 euro (or 0.05% of the
8
capital for supervisory purposes) or the equivalent in another currency.
The following are considered material transactions:
• all transactions that by law or the articles of association have to be decided by the Shareholders'
Meeting or by the Board of Directors;
• all transactions that are not considered of minor amount.
In any case, the Board of Directors has the right to decide whether it is opportune to consider material any
transaction carried out by the Bank or its subsidiaries.
Material transactions can be split into:
• more material transactions;
• less material transactions.
The Bank considers as more material those transactions with related parties and/or associated persons with
at least one of the following materiality indices, applicable depending on the specific transaction, that is
higher than the threshold of 5%:
a) Value materiality index: this is the ratio between value of the transaction and the capital for
supervisory purposes taken from the latest consolidated balance sheet published by the Bank.
b) Asset materiality index: this is the ratio between the total assets of the entity involved in the
transaction and the total assets of the Bank.
c) Liability materiality index: this is the ratio between the total liabilities of the entity acquired and the
total assets of the Bank.
More material transactions are approved by the Board of Directors, except where the law or the articles of
association grants this power to the Shareholders' Meeting on the basis of a reasoned and favourable
opinion of the Committee of Independent Directors, previously involved in the negotiation and investigation
stages, by receiving an adequate flow of complete and timely information.
The Bank considers as less material the related-party transactions where one of the above indices applied
according to the type of transaction is equal to or below the threshold of 5% and the value is worth more than
Euro 500,000.
In the case of less material transactions, assuming that there are no grounds to apply one of the exemptions
under the existing Group Regulation for transactions with related parties, the Independent Directors
Committee has to assess the Bank's interest in carrying out the transaction, as well as the convenience and
substantial fairness of the conditions, expressing a non-binding, reasoned opinion to the body that has to
approve the transaction before it does so.
If the Committee's opinion is negative, or conditional on certain observations, approval of the transaction falls
within the exclusive jurisdiction of the Bank's Board of Directors; the resolution approving the transaction
must provide detailed reasons why it should be authorised in any case, with a timely response to the
observations made by the Committee; transactions that are approved despite the negative or conditioned
opinion of the Committee are communicated individually to the Board of Statutory Auditors as soon as they
have been approved.
In line with the provisions of the CONSOB Related Parties Regulation and Bank of Italy Circular 263, the
Bank has also identified the types of transactions for which there is a total or partial exemption from the
procedural requirements of these two sets of rules. Procedural exceptions are not contemplated in the event
of urgent transactions. These are transactions which:
8
“Own Funds”, not least pursuant to Circular 286 of 17 December 2013 – 1st revision dated 1 April 2014, “Instructions for prudential
reporting by banks and stockbroking companies”.
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• in relation to the remuneration of corporate officers,
• are of minor amount;
• are considered ordinary, i.e. transactions that form part of the Bank's ordinary operating activity and
related financial activity, providing they are carried out at conditions that are equivalent to those of
the market or standard;
• are carried out in accordance with art. 136 of the Legislative Decree 385/93;
• are carried out with or between subsidiary or associated companies, providing other related parties
of the Bank do not have a significant interest in them;
• transactions to be carried out on the basis of instructions from the Supervisory Authorities
The Group Regulation on Related Parties entitles the Board of Directors to adopt framework resolutions
relating to a series of homogeneous transactions that are sufficiently well defined and with predetermined
categories of Related Parties or individual Related Parties, lasting for periods of up to one year. The
framework resolutions are subject to the opinion of the Committee on the basis of the estimated maximum
amount of transactions to be performed. Transactions carried out within the ambit of a single framework
resolution are authorised directly by the offices concerned in accordance with the system of mandates.
The Bank identifies its related parties and associated persons in accordance with the Regulation, and with
the above mentioned Circular issued by the Bank of Italy for correct application of the transparency
procedures and requirements, based on declarations provided periodically by the corporate officers, as well
as information from internal sources and any external providers. Corporate officers cooperate with the Bank
to ensure that reporting is correct, complete and up-to-date; they provide the Bank with all of the information
needed to check circumstances that modify the status of Related Parties on a timely basis. The Bank
maintains an online register of related parties and/or associated persons, which it updates regularly.
The Group Regulation on Related Parties, related information and communications are available on the
Bank's website www.bper.it on the “Related Parties” page accessed from the footer.
Also, timely identification of corporate officers and related/associated persons is left to specific procedures
and the application currently in use. In addition to checking and updating the master file of the persons
concerned, this application also manages transactions with parties mentioned above, in respect of the
prescribed decision-making procedures and prudential limits on regulated risk activities; it also creates a
historic file of transactions, including exempt ones, as well as the ex post extraction of all transactions that
are material for periodic reporting to the corporate bodies and for supervisory reports to the Bank of Italy.
The Bank has put in place the appropriate organisational and procedural controls to identify and
appropriately manage situations in which a director has an interest on behalf of himself.
As regards the approval of dossiers involving an officer of the Bank, which constitute an obligation of any
kind, this is subject to the special requirements of art. 136 of the Legislative Decree 385/93 (as amended by
Law 221 of 17 December 2012), i.e. a unanimous vote on the part of the Board of Directors and the
favourable vote of all members of the Board of Statutory Auditors.
In cases where a person who is relevant for the purposes of art. 136 Legislative Decree 385/93 also proves
to be a related party and/or associated person, the special reinforced approval methods laid down in that
provision are always understood as taking priority.
In such cases, the Committee of Independent Directors has to receive a prior communication containing
adequate information about the transaction in question, except in cases of exemption because of small
amount of the transaction.
Directors involved in such transactions have to communicate their involvement to the other Board members
and then leave the meeting without voting.
In transactions with related parties and/or associated persons who do not fall under art. 136 of the
Legislative Decree 385/93, when the Board of Directors has to make decisions about transactions that
involve a director is involved, he or she is invited to abstain from voting.
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18 Appointment of Statutory Auditors
The appointment and replacement of Statutory Auditors is governed by arts. 42, 43, 44 and 44-bis of the
articles of association. Pursuant to these provisions, the Shareholders' Meeting appoints seven Statutory
Auditors: five Serving Auditors, including the Chairman, and two Alternates.
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 may be re-elected.
The members of the Board of Statutory Auditors are elected from lists presented by the members in
accordance with arts. 43 and 44 of the articles of association.
In particular, the following requirements apply to the presentation of lists:
• 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;
• 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;
• 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,
its signature is ignored in relation to all lists;
• 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;
• 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.
It is worth recalling that art. 43, paragraph 5 of the articles of association makes reference to the terms and
conditions required by law for the filing of lists at the registered office of the Company (at the date of this
report, the list has to be deposited at least 25 days prior to the date of the Shareholders' Meeting at first
calling).
Under art. 148, paragraph 2 of Legislative Decree 58/98 and art. 144-sexies, paragraph 4-ter of the Issuers'
Regulation, Members can use a remote means of communication to submit voting lists, in accordance with
the rules laid down and communicated in the notice that convenes the Meeting.
You are reminded, in particular, that according to art. 43 of the articles of association, lists that are presented
without complying with the provisions of the Articles are excluded from the vote.
The Articles state that if only one list is filed by the deadline or only lists presented by members who are
associated with each other, the Company promptly publishes this information in the ways envisaged in
current regulations. In this case, it is possible to present lists up to the third day subsequent to the above
deadline and the required number of presenting shareholders is halved. None of this prejudices any other,
different requirements under current regulations concerning the basis and timing for the presentation and
publication of lists.
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The lists are made public in the terms and manner prescribed by the regulations.
All persons entitled to vote may only vote for one list.
Each candidate may only be included on one list or, otherwise, will be ineligible for election. Candidates not
meeting the requirements established by law and the articles of association cannot be elected or, if elected,
their appointment will lapse.
Any irregularities on the list that relate to individual candidates only entail the exclusion of the candidate(s)
concerned.
The Board of Statutory Auditors is elected in accordance with the provisions of art. 44 of the articles of
association.
If more than one list is validly presented, four Serving Statutory Auditors and one Alternate Statutory Auditor
are taken from the list that obtained the highest number of votes, in the order that they are listed in each
section. The Chairman and one Alternate Statutory Auditor are taken from the list that obtained the second
highest number of votes, providing this list is not related, directly or indirectly, according to current legislation,
with the members who presented or voted the list with the highest number of votes, in the order that they are
listed in each section.
In the event of a tie between lists, the Meeting holds a second ballot to establish how they are to be ranked.
If, after voting has taken place, the minimum number of Statutory Auditors belonging to the less represented
gender has not been elected, the Meeting has to exclude the elected candidate belonging to the
overrepresented gender, who has the highest number on the list that obtained the highest number of votes,
replacing that person with the non-elected candidate belonging to the less represented gender on the same
list.
If, even by applying this replacement mechanism, it is not possible to complete the minimum number of
Statutory Auditors belonging to the less represented gender, the Meeting provides for the election of the
missing Statutory Auditors by resolution passed by a relative majority on the proposal of the members
present. In this case, the substitutions are made from the most voted list, and within the sections of the lists,
from the candidates with the highest progressive number.
If only one list is presented, all the Serving and Alternate Auditors are taken from that list.
If no valid list is presented, the Meeting elects by a relative majority from among the individual candidates
proposed by the members present. In the event of a tie between various candidates, the Meeting holds a
second ballot to establish how they are to be ranked.
The Meeting must take care to express the minimum number of Serving and Alternate Statutory Auditors
belonging to the less represented gender. Application of the above provisions must in all cases result in at
least one Serving Auditor and one Alternate Auditor being elected by minority shareholders who are not
associated, directly or indirectly, with the shareholders that presented or voted for the list that obtained the
highest number of votes.
If, during the year, one or more Statutory Auditors are no longer available, they are to be replaced according
to art. 44-bis of the articles of association.
If the Chairman of the Board of Statutory Auditors ceases to serve, the Alternate Auditor taken from the
same list as the former Chairman takes office until the number of auditors on the Board has been
replenished pursuant to art. 2401 of the Italian Civil Code.
If a Serving Auditor is no longer available, the Alternate Statutory Auditor from the same list takes over. The
new Serving Auditor remains in office until the next Shareholders' Meeting, which has to replenish the
number of members of the Board of Statutory Auditors..
If the Meeting has to appoint replacement Serving and/or Alternate Auditors to the Board of Statutory
Auditors, the procedure is as follows.
If Auditors taken from the list that came first by number of votes must be replaced, the election takes place
by a relative majority of the votes cast without any list restriction.
If, on the other hand, the Auditors to be replaced were taken from the list that came second by number of
votes and that is not associated, not even indirectly, with the shareholders that presented or voted for the list
that came first, the Meeting replaces them by a relative majority of the votes cast choosing, where possible,
from those candidates indicated on the same list as the Auditor to be replaced, who confirm their candidature
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and file declarations at the registered offices of the Company confirming that there are no reasons for which
they cannot be elected or other incompatibilities, and that they meet the established requirements for
appointment, as well as an up-to-date indication of the directorships and audit appointments held in other
companies, within the terms prescribed by current regulation.
If it is not possible to proceed in this way, the Meeting appoints individual candidates by a relative majority of
the votes cast without recourse to list voting.
In any case, the Meeting has to appoint a replacement member of the less represented gender, where this is
needed to restore the minimum number of Statutory Auditors belonging to this gender.
Proposals of candidates by the Members follow the same terms and conditions as for the submission of lists
for the election of the Board of Statutory Auditors. For more details please read art. 44-bis of the articles of
association.
The Statutory Auditors who took over from others fall from office at the same time as those in office (i.e. each
one assumes the residual period of office of the person they replaced).
Pursuant to art. 42 of the articles of association, 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 requirements of independence established by
art. 148.3 of Legislative Decree 58/98, and compatibility to hold office pursuant to art. 36 of Decree Law 201
of 27 December 2011 (the ban on interlocking) and any other legislative requirements that are currently
applicable. 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 Legislative Decree
58/98 or for their parent and/or subsidiary companies, unless these are companies in which the Bank holds
investments.
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19 Composition and functioning of Board of Statutory Auditors (art. 123-bis,
paragraph 2.d), Legislative Decree 58/98)
The following table shows the composition of the Bank's Board of Statutory Auditors at the date of this
Report, though there have been no changes since the end of 2014.
The current members of the Board of Statutory Auditors were all elected at the Shareholders' Meeting held
on 21 April 2012 and their mandates will expire on approval of the 2014 financial statements.
At the Shareholders' Meeting held on 21 April 2012, which elected the current members of the Board of
Statutory Auditors, two lists were presented and accepted for the appointment of seven members of the
Board, including the Chairman, four Serving members and two Alternates, as documented in the specific
"Register” prepared and retained by the Bank. The following were elected for the three-year period 2012-
2014: Romano Conti (Chairman – drawn from List 2, placed second in terms of the number of votes cast);
Carlo Baldi, Guglielmo Cacchioli, Fabrizio Corradini, Pier Paolo Ferrari(Serving Statutory Auditors – drawn
from List 1, placed first in terms of the number of votes cast); Luigi Fontana (Alternate auditor - drawn from
List 1) and Luigi Attilio Mazzocchi (Alternate auditor – drawn from List 2).
Number of lists presented 2 lists for the appointment of 7 members of the Board of
Statutory Auditors, among which, the Chairman, four Serving
Auditors and two Alternate Auditors.
List no. 1
Shareholders presenting list no. 1
no. Name Place of birth / Head office Province Date of birth/ Tax code / VAT
number
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6 LUIGI CREMONINI SAVIGNANO SUL PANARO MO 28/04/1939
Total % of BPER's share capital held by the shareholders presenting list no. 1,
as declared by them: 0.659%
List no. 2
Shareholders presenting list no. 2
no. Name Place of birth / Head office Province Date of birth/ Tax code /
VAT number
Total % of BPER's share capital held by the shareholders presenting list no. 2,
as declared by them: 0.571%
Candidates on each list List no. 1
• Carlo Baldi;
• Guglielmo Cacchioli;
• Fabrizio Corradini;
• Pier Paolo Ferrari;
• Marco Alessandri;
• Luigi Fontana;
• Gian Andrea Guidi.
List no. 2
• Romano Conti;
• Roberto Di Franza;
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• Giuseppe Giuliano;
• Vincenzo Morelli;
• Antonello Gentile;
List of persons elected and percentage of Elected from List 1: 11,078 votes (60.74% of votes):
votes
• Carlo Baldi (Serving Auditor)
• Guglielmo Cacchioli (Serving Auditor)
• Fabrizio Corradini (Serving Auditor)
A summary description of the personal and professional characteristics of each serving Statutory Auditor is
shown below, indicating their professional experience and skills, together with the offices held in other
organisations, based on the latest information known to the Bank.
Romano Conti has a degree in Economics and Commerce from Bologna University.
he is registered with the Bologna Chamber of Italian Public Accountants and is a Registered Auditor. He
started his career at the Cassa di Risparmio in Bologna. He practices as a Public Accountant, being a
partner in Associazione Professionale Studio Gnudi. He participates as an associate in ACB Group S.p.A.
He has more than five years' audit experience in banks, finance and securities companies, since he was a
statutory auditor of Unicredit Leasing S.p.A..
In the past, he has held the following positions, among others: Director of D&C S.p.A., Banca Popolare di
Rieti, F.G.F. S.p.A., Beghelli S.p.A. and Despina S.p.A.; Chairman of the Board of Statutory Auditors of
Bologna Football Club 1909 S.p.A., Centrale del Latte di Milano S.r.l., Cirio De Rica S.p.A., Conserve
Mediterraneo S.p.A., Ducati Energia S.p.A, Granarolo S.p.A., Interporto Bologna S.p.A., Lombardini S.r.l.
and V.S.G.-Vercelli Specialità Gastronomiche S.p.A.; Statutory Auditor of Autostrade S.p.A., Editoriale
Corriere di Bologna S.r.l., Galotti S.p.A. and Unifin S.p.A.
Other positions currently held include: Sole Director of Finmeco S.r.l.; Chairman of the Audit Committee of
Majani 1796 S.p.A.; Director of G.M.G. GROUP S.p.A. (Gruppo Ducati Energia), SIMBULEIA S.p.A., Società
Investimenti Romandiola S.r.l. - S.I.R. S.r.l., VIS Mobility S.r.l. and ACB Group S.p.A.; Chairman of the Board
of Statutory Auditors of IGD SIIQ S.p.A. - Immobiliare Grande Distribuzione, Comet S.p.A., Ferrario S.p.A.,
A.M. General Contractor S.p.A.; Serving Auditor of COMET Holding S.p.A. and of Zeroquattro S.r.l. (Gruppo
Granarolo S.p.A.).
He is also a Councillor of the Bologna Association of Italian Public Accountants.
Carlo Baldi has a degree in Economics and Commerce from the University of Parma.
He became an Italian Public Accountant in 1967 and a Registered Auditor in 1971. He is Professor of
Company Economics at the Free University of Lugano, Faculty of Human and Technological Sciences.
Following experiences in cooperative companies between the ages of 18 and 32, in 1972 he began practice
professionally as an accountant with Studio Baldi - a professional association based in Reggio Emilia with
branches in Milan and Rome. In 1990 he founded the Associazione Pro-Università di Reggio Emilia, now
transformed into the Fondazione per l'Università a Reggio Emilia - Studium Regiense, of which he is
Chairman.
He was also the Chairman of Reggio Città degli Studi S.p.A., a company that made possible the foundation
and development of the university hub in Reggio Emilia, from its formation until its liquidation for having
achieved its purpose.
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Other positions that he currently holds include: Chairman of the Board of Directors of Baldi & Partners S.r.l.;
Chairman of the Board of Statutory Auditors of Brevini Group S.p.A., C.S.F. Inox S.p.A. and Smalticeram
Unicer S.p.A.; Serving Auditor of Bolzoni S.p.A.. Offices currently held in the BPER Group: Chairman of the
Board of Statutory Auditors of BPER Trust Company S.p.A..
Guglielmo Cacchioli has a degree in Business Economics from Milan's Luigi Bocconi University; he is
registered with the Parma Chamber of Italian Public Accountants and is a Registered Auditor. After
graduation, he worked as trainee in Parma. From 1996 to 2000 he practised at Studio Gnudi in Bologna.
From 2000 to 2006 he was a partner in Studio Simonazzi in Parma. Since 2006 he has practised from his
own offices in Parma.
He has been a member of the Board of Directors of ERVET S.p.A. and Chairman of the Board of Statutory
Auditors of RIMINIFIERA S.p.A.
Director of Terme di Castrocaro S.p.A.; Chairman of the Board of Statutory Auditors of Hospital Piccole Figlie
S.r.l. and BI&S S.p.A.; Serving Auditor of Esam S.p.A., AGI S.p.A. and CO.PAD.OR. Soc. Agr. Coop..
Fabrizio Corradini has a degree in Economics and Commerce from the University of Modena; he is a
member of the Modena Chamber of Italian Public Accountants and is registered as a Legal Auditor. He
practices as a Public Accountant as the owner of "Studio Commercialisti in Modena, Studio Professionale di
Consulenza Aziendale e Legislazione dell'Impresa del Dott. Fabrizio Corradini"
He has been Chairman of the Board of Statutory Auditors of Erma - Rtmo S.p.A. and Benfer Schomburg
S.r.l.; Statutory Auditor of Cesare Cerana Industriale S.p.A., Ceramiche Montreal S.p.A. and Fondazione
Cassa di Risparmio di Vignola; Chairman of the Board of Directors of Hermes Investimenti S.p.A. and
Modena Capitale Banking Partecipations - Società per l'acquisto di stabili partecipazioni S.p.A.; Deputy
Chairman of Assicuratrice Milanese S.p.A.; Director di Banca di Modena S.c.ar.l., Banca Modenese S.p.A.
and Modena Capitale S.p.A.
Currently he is Chairman of the Board of Statutory Auditors Granitifiandre S.p.A.
Pier Paolo Ferrari has a degree in Economic and Commerce from the University of Modena; he is a
member of the Modena Chamber of Italian Public Accounts and is a Registered Auditor.
He is a founder and partner of Studio Commerciale Collegium of Modena.
He has held the following offices: Serving Auditor of Banca Popolare di Lanciano e Sulmona S.p.A., Società
Gestione Crediti Delta S.p.A., Eurobanca del Trentino S.p.A. and G.B. Ricambi S.p.A.; Auditor of Turchi
Cesare S.r.l.; Chairman of the Board of Statutory Auditors of Pallavolo Modena S.s.d.ar.l.; Chairman of Aut
Associazione Famiglie con portatori di autismo Modena onlus.
He is the Chairman of the Board of Statutory Auditors of R.P.B. S.p.A., Cooperativa Sociale Sole, Doteco
S.p.A., Gra-Com S.r.l.; he is a Serving Auditor of Atrikè S.p.A.
Further information on the members of the Board of Statutory Auditors can be found in the minutes of the
Shareholders' Meeting filed at the registered offices of the Issuer which are available to the public on the
website of Borsa Italiana (www.borsaitaliana.it), and in the lists and press releases issued at the end of the
meetings and published on the English version of the Bank's website (www.bper.it) under the "Press & Media
- Press Releases" and "Governance - Corporate Bodies - Shareholders' Meeting" Sections.
During 2014, the Board of Statutory Auditors held meetings on 40 days of the year, each lasting an average
of around 2.5 hours.
The Board of Statutory Auditors met with the Independent Directors Committee (on 29 July 2014) and with
the Nominations and Compensation Committee (on 28 October 2014) to discuss on mutual topics. The
Chairman of the Board of Statutory Auditors and all the Statutory Auditors attended these meetings.
Note that 47 meetings have been scheduled for 2015, of which seven have been held up to the date of
approval of this Report.
Moreover, the Board of Statutory Auditors participated in the meetings of the Board of Directors and of the
Executive Committee; The Chairman of the Board of Statutory Auditors, or another Statutory Auditor
designated by him, attended the meetings of the Control and Risk Committee.
There have not been any changes in the membership of the Bank's Board of Statutory Auditors since the
end of the last financial year.
At the board meeting held on 14 May 2012, the Board of Directors ascertained that the members of the
Board of Statutory Auditors satisfied the independence requirements as per art. 148, paragraph 3, of
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Legislative Decree 58/98.
In addition, at the meetings held on 18 November 2014 and 23 December 2014, the Board of Statutory
Auditors once again reviewed its own adequacy in terms of powers, composition and functioning, having
regard for the scale, complexity and activities of BPER, in line with the most recent corporate governance
regulations issued by the Bank of Italy on the “Self-assessment of Bodies” (Circular 285/13 – 1st revision
dated 6 May 2014). On this occasion, the Board of Statutory Auditors checked that its members still met the
independence requirements mentioned above.
During the year, members of the Board of Statutory Auditors took part in conferences and other initiatives
promoted and/or indicated by the Bank to discuss and update people on various topics.
As regards transactions in conflict of interest and with related parties involving members of the Board of
Statutory Auditors, see Chapter 17 above.
In performing its work, the Board of Statutory Auditors collaborates with the Group Internal Audit Department
via:
• periodic board meetings, usually every quarter, also attended by the Head of Internal Audit;
• the examination of documentation provided to the Board by that Department (“support” for analyses
performed, inspection reports etc.) and other information relating to the system of controls and the
outcome of verification work;
• the request of specific inspections.
The Board has also taken advantage of the contribution made by all of the other control functions, with whom
meetings were held on various occasions throughout the year.
The Chairman of the Board of Statutory Auditors (or another auditor designated by him) also takes part in
meetings of the Control and Risk Committee, with a view to an ongoing constructive dialogue.
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20 Relations with Members and Shareholders
All information about the performance of the Bank, the communications and the documents of interest to the
members and the shareholders (financial statements, articles of association, prospectuses, corporate notices
etc.) are published in the English version of the Bank's website (www.bper.it) in the "Investor Relations",
"Governance" and Press & Media" sections.
The website also has a special Members' Section where information is given on how to become a Member.
Reference is also made to the cooperative principles and achievement of the mutual society objectives
discussed in chapter 1 of this document and further in a chapter of the Directors' Report accompanying the
financial statements.
An Investor Relations Office was set up to manage relationships with investors, intermediaries and, more
generally, with stakeholders in the Bank.
This office is the official point of contact with the Bank and the BPER Group for the national and international
financial community, helping to create a channel through which the latter can receive constant information.
In particular, the Investor Relations Office communicates with the shareholders, bondholders, investors,
financial analysts and rating agencies in order to disseminate in a homogeneous manner correct and timely
information and news about the activities, results, strategy and growth prospects of the Bank and the Group.
Mention should be made of the various presentations, also by conference call, of the periodic consolidated
results of the BPER Group addressed mainly to the financial community and the press.
The Office also collaborates, as appropriate, with the Shareholder Relations Office and External Relations
and Corporate Social Responsibility Office, in managing the relationship with Shareholders through
adequate and constant information on the life of the Bank and the Group.
Currently the role of the Investor Relator is held by Gilberto Borghi, who is in charge of that Office.
The Shareholder Relations Office, being responsible for maintaining the Register of Members and the
Register of Shareholders, mainly handles relationships with the members and the shareholders, as well as
the related regulatory compliance and meeting formalities.
Among its various activities, the External Relations and Corporate Social Responsibility Office maintains
relations with journalists from national and local newspapers, prepares and sends press releases and has
them published in the media, organises press conferences and prepares communication plans, coordinating
with other banks in the Group where necessary.
In addition, the Board of Directors designated a non-executive and independent Director, Giulio Cicognani,
as the director responsible for providing feedback on behalf of the Bank to any requests from the
shareholders' associations.
Note that for disclosure to the market, as well as to the Bank's shareholders and members, of regulated
information pursuant to art. 113-ter of Legislative Decree 58/98, the Bank uses the "System of Disclosure of
Relevant Information" (aka SDIR-NIS), an electronic system run by Blt Market Services S.p.A., a subsidiary
of the London Stock Exchange Group with head office in Piazza Affari 6, Milan. For the storage of Regulated
Information, BPER makes use of the 1Info facilities provided by Computershare S.p.A., a company within
the Computershare Group, located at Via Mascheroni 19, Milan. See Chapter 5 above for further information.
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21 Shareholders' Meetings
The functioning of Meetings is governed by arts. 23-29 of the articles of association
Shareholders' Meetings are called by the Board of Directors, within the timescales established in current
regulations. Meetings may also be called by the Board of Statutory Auditors, or by at least two Statutory
Auditors, in the circumstances established by law.
The Board of Directors must call a Shareholders' Meeting, without delay, on receipt of written application by
at least one tenth of the shareholders entitled to vote at the date of the request.
Meetings are called by means of a notice of calling to be published on the Bank's website and in two daily
newspapers: “Il Sole 24 ORE” and “QN Quotidiano Nazionale”.
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.
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.
Pursuant to art. 26 of the articles of association, the Shareholders' Meeting is chaired by the Chairman of the
Board of Directors or his deputy or, failing this, by the person elected by those attending.
The Chairman checks the identity and right to attend of those present, verifies that the Meeting is quorate,
moderates the business conducted, checks the results of voting and appoints two or more scrutineers from
among those present.
The Secretary of the Ordinary Meeting is the Secretary of the Board of Directors or, in his absence, another
member designated by the Meeting.
The resolutions of the Shareholders' Meeting are documented in minutes. The minutes are taken by the
Secretary and signed by the Chairman, the Secretary and, if appointed, the scrutineers.
In the circumstances required by law and when considered appropriate by the Chairman, the minutes are
taken by a notary appointed by the Chairman.
The Ordinary Meeting is quorate in 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 in second calling
regardless of the number present. 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 of the articles of association, are used.
The Ordinary Meeting adopts resolutions on, in particular:
• 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;
• the remuneration payable to the Directors, in accordance with the law and the related regulations,
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without prejudice to the right of the Board of Directors to fix the remuneration of those Directors with
special duties, after hearing the Board of Statutory Auditors;
• the fees payable to the Statutory Auditors;
• approval of the remuneration policies in favour of the bodies with supervisory, management and
control functions and the staff;
• any remuneration plans based on the use of financial instruments;
• all other matters reserved for it by law.
The Ordinary Shareholders' Meeting may appoint an Honorary Chairman from among those who have
significantly contributed to the prestige and the development of the Company. The person concerned does
not have to be a member of the Board of Directors. The position of Honorary Chairman is not remunerated.
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. The extraordinary shareholders' meeting adopts resolutions with a majority of two thirds
of the votes cast and on the matters reserved for it by law.
Resolutions to change the corporate objects, transfer the registered offices abroad and wind up the Bank
early must be adopted with the votes in favour of at least one tenth of the shareholders entitled to attend the
Meeting.
The voting takes place openly, except for the appointment of officers (excluding that of the Honorary
Chairman) which is by secret ballot. On the Chairman's proposal, the Meeting can decide to go ahead with
an open vote.
Shareholders have the right to attend the Meeting and exercise their voting rights if they have been recorded
in the register of Shareholders 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 Bank has received
the communication from the intermediary authorised to keep accounts on which financial instruments are
registered,
Each Shareholder has one vote, regardless of the number of shares held.
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 notaries.
No shareholder may represent more than five other shareholders, except in cases of legal representation.
Postal voting is not allowed.
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.
Members of the Board of Directors may not vote on resolutions regarding their responsibility for actions.
In general, all members of the Board of Directors should attend the Shareholders' Meetings, subject to
unforeseeable events that prevent the individual being present.
At the time of approving the 2014 financial statements, the Board presented its report on operations to the
Shareholders' Meeting, describing the activities performed and planned, and worked to ensure the provision
of necessary information to the shareholders so that they could make informed decisions at the meeting.
The market capitalisation of the Bank's shares, after taking account of and adjusting for the capital increase
during the year, increased from Euro 2.1 billion at 31 December 2013 to more than Euro 2.6 billion at 31
December 2014.
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22 Other Corporate Governance practices (art. 123-bis, paragraph 2.a), Legislative
Decree 58/98)
On 29 January 2013, the Board of Directors of the Bank resolved to adhere to the opt-out system under arts.
70, paragraph 8, and 71, paragraph 1-bis of the Issuers' Regulation, as amended by CONSOB Resolution
18079 of 20 January 2012, taking advantage of the right to make an exception to the obligation to publish
information documents in the event of significant mergers, spin-offs, increases in capital by contributions in
kind, acquisitions and disposals.
Noted that the articles of association provide for and regulate the appointment of General Management and
the Board of Arbiters.
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23 Changes since the end of the year
Events that have taken place since the end of 2014 up to the date of this report include the following.
For information about events arising between the end of 2014 and the date of this Report, reference is made
to Chapter 9 of the Directors' report on operations “Significant subsequent events and outlook for 2015”,
Paragraph 9.1 “Significant events subsequent to 31 December 2014”.
The Shareholders' Meeting called to approve the 2014 financial statements will also be requested to
examine draft amendments to the Articles of Association. Further information in this regard is presented in
the related Report published in the Governance Section of the Bank's website (Corporate Bodies –
Shareholders' Meeting).
For further information, see the press releases published on the Bank's website www.bper.it - in the Press &
Media Section, as well as the relevant documents available in other sections of the site.
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