BPER Banca – EGM 6 July 2020
In item 1 (Ordinary Agenda), the General Meeting is called to appoint a member of the Board of Directors to fill the vacancy generated by the resignation of an independent Director. A group of institutional investors proposes to appoint Mr. Silvia Elisabetta Candini (Italian, 1970). Ms. Candini is independent from BPER Banca and its shareholders. Also taking into account her professional background and aggregate time commitments, we recommend shareholders to approve her appointment.
In item 2 (Extraordinary Agenda), shareholders are called to approve the merger by incorporation of two banks within BPER Banca: CR Saluzzo (100% held by BPER Banca) and CR Bra (84.3% held by BPER Banca). The EGM is also called to authorize the Board to issue 1'237'500 shares (0.24% of the share capital) to be allocated to CR Bra's sole minority shareholder Fondazione CR Bra. All documents were made publicly available sufficiently in time before the Meeting, including a detailed description of the valuation methods used to determine the exchange ratios and the fairness opinion of the independent advisor. The transactions will not affect the corporate governance of BPER Banca, and the requested authorization to increase the share capital is reasonable (0.24% of the share capital). 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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