- APPROVE 2014 ANNUAL REPORT
- APPOINT BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS
- INCREASE SHARE CAPITAL BY UP TO EUR 3 BILLION 

  • CRISTIAN WHAMOND APPOINTED TO THE BOD TO TAKE OVER FROM DAVID MARTINEZ
  • BOD DETERMINES NUMBER OF SHARES TO BE ALLOCATED TO THE MINISTRY OF ECONOMY AND FINANCE AS PAYMENT OF INTEREST ON "MONTI BONDS"

At today's session, the Board of Directors of Banca Monte dei Paschi di Siena resolved to call an ordinary and extraordinary Shareholders' Meeting to be held in Viale Mazzini, Siena, at 9.30 a.m. on 14 April 2015 on first call, and, if necessary, on second call for the extraordinary session on 15 April. If necessary, the Shareholders' Meeting will be called to meet on 16 April, on second call for the ordinary session and on third call for the extraordinary session, at the same time and venue.

The ordinary Shareholders' Meeting is called for the following purposes:

  • to approve the Financial Statements for and as at 31 December 2014, inclusive of the Directors' Report on Operations and accompanied by the Independent Auditors' Report and Statutory Auditors' Report as well as the consolidated Financial Statements for and as at 31 December 2014;
  • to determine the number of Deputy Chairmen and members of the Board of Directors, appoint the members of the Board of Directors and appoint a Chairman from among them, as well as Deputy Chairmen;
  • to appoint the Chairman and other members of the Board of Statutory Auditors;
  • to decide upon the remuneration of the Directors, Chairman of the Board of Directors and the Auditors;
  • vote upon the remuneration report as provided for in Art. 123-ter of the Consolidated Law on Finance.

The extraordinary Shareholders' Meeting is called to vote upon the following:

  • a reverse stock-split at a ratio of 1 new ordinary share for every 20 existing ordinary shares;
  • a rights issue for up to €3 billion, inclusive of any share premium;
  • a share capital reduction due to losses pursuant to Article 2446 of the Civil Code; 
  • the non-replenishment of reserves;
  • amendments to the Articles of Association (articles 12, 13, 14, 15, 17, 23 and consequent coordination of articles 24 and 27) as provided for in amendments to the Supervisory Regulations of the Bank of Italy.

All documentation relating to the approval of the 2014 Financial Statements and all reports on the other items on the agenda will be made available to the public as required bylaw.

In the same meeting, the Board of Directors of Banca Monte dei Paschi di Siena also:

  • approved the Bank's draft financial statements and the MPS Group's consolidated financial statements as at 31 December 2014, incorporating the results already approved by the Board of Directors and disclosed to the market on 11 February;
  • appointed Christian Whamond to take over from David Martinez, following his resignation on 27 February. Mr. Whamond, from Argentina, has been Director of Corporate Credit at Fintech and Director of Fintech Europe since 2012. Past roles include Executive Director of BTG Pactual;
  • approved the Corporate Governance report and ownership structure pursuant to Article 123-bis of the Consolidated Law on Finance. The Report will be [filed with] [available at?] the Company's registered office and filed with the Italian Stock Exchange (Borsa Italiana S.p.A.). It will also be available at www.mps.it as required by law;
  • determined the number of shares to be allocated to the MEF as consideration for the payment of interest, amounting to EUR 243 million, on 1 July 2015, the interest payment date provided for in the terms and conditions of the New Financial Instruments ("Monti Bonds"). In particular, based on the Bank's average share price in the 10 consecutive trading days prior to the Board of Directors' Meeting, approximately 449 million newly issued ordinary shares will be allocated to the MEF. The number of shares to be allocated to the MEF on 1 July 2015 will be adjusted according to both the reverse stock split (under the applicable ratio) and the rights issue in order to eliminate any economic impact of these transactions. For indicative purposes only, assuming a rights offering of EUR 3 billion and that the Bank's share price, at the time the transaction is launched, remains in line with current levels, the MEF's stake in the Bank following completion of the rights offering would be equal to approximately 4%.

Finally, the MEF has stated it is willing to commit to not sell any shares received from BMPS for a period of 180 days following 1 July 2015, in order to align itself with market practice and reduce, for a reasonable period of time, any negative impact on share price as result of potential oversupply in the market.

In accordance with the Corporate Governance code for listed companies, the Board of Directors carried out its yearly assessment of the independence of its directors, confirming that the independence requirement has been met pursuant to the Consolidated Law on Finance and Corporate Governance Code with respect to the following directors: Pietro Giovanni Corsa, Daniele Discepolo, Angelo Dringoli, Marco Miccinesi and Marina Rubini.

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