BPER Banca – AGM 22 April 2020
In item 1, shareholders are called to approve the financial statements and the allocation of net results. On 1 April 2020, the Board decided to withdraw the proposal to bay a dividend of €0.14 per share on 2019 results, in light of the uncertainties generated by the current epidemiological emergency, and in compliance with ECB's recommendations of March 27. We recommend approval.
In item 4.A.1, shareholders are called to a binding vote on the Bank's remuneration policy. Overall remuneration amounts are reasonable (the CEO's fixed remuneration is equal to 76% of the median of European banks and 82% of large Italian companies), and the quality of disclosure is very good: all performance conditions are disclosed and long-term targets are quantified. We also appreciate that BPER Banca set the maximum ratio between variable and fixed remuneration of the CEO below the maximum of 200% allowed under CRD IV. In our opinion, variable remuneration plans are effectively structured to align the interests of executives and shareholders in the long term, and severance payments are in line with our guidelines. Therefore, we recommend approval.
In item 5 (Extraordinary Agenda), the Board asks for the authorization to increase the share capital by maximum €1 billion in market value, through the issue of common shares to be pre-emptively offered to shareholders. The rights issue will partially cover the consideration for the purchase of Intesa Sanpaolo assets (from 400 to 500 banking branches, net credits against customers comprised between €23 billion and €20 billion, and Risk-Weighted Assets not higher than €15.5 billion). The transaction is subject to the completion of the public exchange offer launched by Intesa Sanpaolo on 100% of UBI Banca. All the terms of the transaction are disclosed, and, in our opinion, the acquisition of Intesa Sanpaolo's assets is in the long-term interests of BPER Banca, because it may improve its customer base, revenues and the quality of assets. Therefore, we recommend approval.
Bper Banca operates mainly in the banking sector, such as loans and deposits and providing credit to customers, who are mainly represented by households and small and medium-sized businesses. Through a network of companies, Co. provides a range of services to its customers in Corporate and Investment banking, Private Banking and Wealth Management, as well as a series of financial products such as leasing and factoring. As of Dec 31 2016, Co.'s network consists of 1,200 branches located in 18 Italian regions, as well as a branch office in the Grand Duchy of Luxembourg. As of Dec 31 2016, Co.'s total assets was Euro53.74 billion.
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