The Shareholders’ Meeting of Banca Sistema S.p.A. held on 23 April 2020 approved the amendment to Article 5 of the Articles of Association with the introduction of increased voting rights pursuant to Article 127-quinquies of the Consolidated Law on Finance, which grants two votes for each share held by the same entity for 24 consecutive months from being included in a special list maintained at the company.
The introduction of increased voting rights, which “rewards” medium/long-term equity investments in the Bank, is designed to increase the stability of the shareholder structure reinforcing growth strategies over the long term and supporting the sustained growth in value of the shares. In addition, the greater stability of the shareholder structure brings greater stability in governance terms, which therefore opens up opportunities to pursue long-term strategic projects and goals more easily and limits the risk of facilitating and rewarding highly speculative transactions, also on the market. Generally, the adoption of increased voting rights appears to be especially fitting for banks, in that it would enable more effective sound and prudent management given that shareholders and directors are more likely to take a longer term approach.
The increase in voting rights is considered in the calculation of the quorums required for meetings and resolutions to be deemed valid linked to percentages of the share capital. The increase does not however affect rights, other than voting rights, which are due and exercisable on the basis of specific percentages of the share capital, including, inter alia, the calculation of the percentage of capital required to submit lists for the appointment of the corporate bodies, the exercise of corporate responsibility actions set out in Article 2393-bis of the Italian Civil Code, and the calculation of the percentages required to challenge, on any basis and grounds, resolutions of the Shareholders’ Meeting.
This is, in any case, notwithstanding the application of Article 19 of the Consolidated Law on Banking regarding qualifying equity investments. Therefore, shareholders who, as a result of increased voting rights, hold a qualifying equity investment within the meaning of the aforementioned article of the Consolidated Law on Banking, will have to submit a specific request for authorisation to the Supervisory Authority.
A shareholder who intends to take advantage of the benefits of increased voting rights must request that their shares be included in a special list. The voting rights of the registered shares will be increased two years after being included in the list.
Therefore, the main characteristics of increased voting rights are as follows:
All details regarding the procedures for registering, maintaining and updating the Special List in compliance with applicable legislation, the Articles of Association and market practices are described in the implementing Regulation approved by the Board of Directors of Banca Sistema on 8 May 2020.
Communications prepared pursuant to article 143-quater, paragraph 5, of consob regulation no. 11971/1999.
List of shareholders with holdings of more than 5% who have requested inclusion in the increased voting list.