On 26 March 2012 the Notice to convene the Ordinary and Extraordinary Shareholders’ Meeting for 27 April 2012 at 9:00 am at the registered office and, if necessary, in second call for 28 April 2012, same time and place, was published.In addition to the proposals pertaining to the Annual Report and to the Consolidated Annual Report as of 31 December 2011, the following additional proposals will be presented during the Ordinary Meeting:
During the Extraordinary Shareholders’ Meeting, and subject to the issuing of the measure by the Supervisory Body, a proposal to amend the Articles of Incorporation will be presented. Such proposal takes into account, first of all, the provisions introduced by Italian Legislative Decree no. 27 of 27 January 2010, which transposed in Italy Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies.In connection with the provisions of art. 123-bis of the Italian Consolidated Law on Finance, the Board of Directors also resolved to approve the Annual report on corporate governance and ownership structure for the financial period 2011. The report provides, among other things, analytical information on adherence to the Code of Self-discipline of listed companies promoted by Borsa Italiana S.p.A..Moreover, the Board of Directors, in accordance with the provisions of art. 3 of the Code of Self-discipline of listed companies, has verified the existence of independence requirements of the Members of the Board of Directors. At the end of such verification, the following four Members were found to be independent:
The Notice to convene the Ordinary and Extraordinary Shareholders’ Meeting was published on 26 March 2012 on the company’s website, www.bancaifis.it, and in the newspaper “Italia Oggi”. At the same time as its publication, the Director’s explanatory report on the proposals concerning the items on the agenda was made available at the Bank’s registered office and at Borsa Italiana, as well as on the website, www.bancaifis.it, pursuant to art. 125 ter of Italian Legislative Decree 58/98.By 30 March 2012, the Report on compensation, the Annual Financial Report together with the Auditor’s Report and the Report by the Board of Statutory Auditors and the Report on corporate governance and ownership structure will be made available to the public, at the Bank’s registered office and at the stock market management company, as well as on the website www.bancaifis.it. Shareholders are entitled to request a copy of such reports.