Determinations made by the Board of Directors of April 5th 2016 on the list submitted by Sabrina Cova Minotti and other Members
Verona, April 5th 2016
The Board of Directors, during the eligibility check of the single list submitted by a group of Members (Sabrina Cova Minotti and others) – on the basis of two different legal opinions of professors Marchetti and Cera, whose outcomes are substantially coincident – noted that the above mentioned Members list does not comply with various legal and By-laws requirements since, in particular and among other things:
(i) it includes a candidate who does not have the status of Member in contrast with the By-laws provisions that require such status for directors;
(ii) it includes only one candidate, instead of two, whose residence is in the province of Vicenza in contrast with By-laws requirements on territorial origin;
(iii) it bears the following specification: “the election of the residents in the province of Vicenza will take place using the candidates appointed by Banca Popolare di Vicenza S.p.A. pursuant to article 33.3 a) of the Company By-laws” in contrast with the legal and By-laws requirement on the basis of which a candidate cannot be included in more than one list.
The Board noted that the aforesaid legal opinions show that the above mentioned list may be in contrast with the ratios of the voting list mechanism and it may lead to various application criticalities.
The Board of Directors nevertheless – also considering the opinion of the Board of Statutory Auditors that acknowledged the elements of non-compliance with the By-laws of the aforesaid Members list – on a precautionary basis in favour of the voting list system and in the absence of consolidated specific similar cases, did not deem it necessary to exclude the said list from the vote, without prejudice to any initiative that may be pursued by the Members, fulfilling the necessary requirements, through the appropriate fora, as well as to the Members’ right to make any final decision.
The Board of Directors, on the basis of the assent of the Board of Statutory Auditors, has anyhow already acknowledged the ineligibility of candidate at number 17 of the list, which does not hold the Member status, as well as the impossibility of including in the list submitted by the Members, as mentioned in the above (iii), two candidates from the list submitted by the Board of Directors in accordance with the By-laws.