Increased voting rights: objectives and effects
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.
Characteristics
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:
- inclusion in the Special List;
- uninterrupted holding period of two years (24 months);
- double voting rights.
Requesting increased voting rights
- To be entered in the Special List the shareholder must submit a request to the Bank, for all or a portion of the shares held by them, through the intermediary which maintains the securities account in which their shares of Banca Sistema are registered;
- the request is made by filling in the specific form available in this section of the website;
- the intermediary with which the shareholder maintains the securities account in which the shares of Banca Sistema are registered shall forward the completed form signed by the shareholder to Banca Sistema via certified e-mail (PEC) to the following address votomaggiorato_computershare@pec.it.
Other characteristics of increased voting rights
- the shareholder may decide to request that only a portion of their shares be included in the list;
- the request can be made at any time and, without prejudice to the application of Article 19 of the Consolidated Law on Banking, becomes effective as of the first to occur of the following dates: (i) the fifth trading day in the calendar month following that in which the shareholder meets the eligibility conditions set out in the Articles of Association and the applicable regulations to benefit from the increase in voting rights, or (ii) the so-called record date of the Shareholders’ Meeting, determined in accordance with laws in force, after the date on which the shareholder meets the eligibility conditions set out in the Articles of Association and the applicable regulations to benefit from the increase in voting rights;
- the shareholder may waive the increased voting rights at any time while maintaining the Banca Sistema shares in their portfolio;
- the benefit of the increased voting rights is lost if, among other things, the shares are transferred for valuable consideration or free of charge.
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.
Annexes
List of registered shareholders with an
equity investment greater than 5%.
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.