ordinary shareholders’ meeting … · the first section also includes in-depth analysis of the...

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Ordinary Shareholders’ Meeting 27 April 2018

REPORT ON THE DRAFT RESOLUTIONS CONCERNING THE

ITEMS ON THE AGENDA

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AGENDA

1. Reports of the Board of Directors and of the Board of Statutory Auditors on the 2017 financial

year; approval of the Financial Statements at 31 December 2017; presentation of the

consolidated financial statements at 31 December 2017. Related resolutions.

2. 2018 MBO short-term incentive plan based on the allocation of phantom shares and intended

for representatives of the management of Credito Valtellinese S.p.A. and of companies

controlled by it pursuant to Article 2359 of the Italian Civil Code. Related resolutions.

3. Medium-long term variable incentive plan (2018-2020 LTI) based on the allocation of phantom

shares and intended for representatives of the top management of Credito Valtellinese S.p.A.

and of companies controlled by it pursuant to Article 2359 of the Italian Civil Code. Related

resolutions.

4. Report on remuneration pursuant to Article 123-ter of Italian Legislative Decree no. 58/1998.

Related resolutions.

5. Based on a reasoned proposal by the Board of Statutory Auditors, supplementary fees for the

Independent Auditors KPMG appointed to conduct the statutory audit of the accounts. Related

resolutions.

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ITEM 1 ON THE AGENDA

Reports of the Board of Directors and of the Board of Statutory Auditors on the 2017

financial year; approval of the Financial Statements at 31 December 2017; presentation of

the consolidated financial statements at 31 December 2017. Related resolutions.

Dear Shareholders,

In compliance with the regulations in force, the file containing the 2017 draft financial

statements and the 2017 consolidated financial statements with the reports of the Directors, of

the Board of Statutory Auditors and of the Independent Auditors KPMG S.p.A., the certification set

forth in Article 154-bis, paragraph 5, of Italian Legislative Decree no. 58 of 24 February 1998, as

well as the Consolidated Non-financial Statement, drafted pursuant to art. 4 of Italian Legislative

Decree No. 254 of 30 December 2016, are made available to the public at the registered office of

the Company, on the Company's website and with other methods as envisaged by the Regulation

adopted by Consob with resolution no. 11971 of 14 May 1999, as amended and supplemented, no

later than 5 April 2018.

The draft resolution of the Board of Directors on this item on the agenda will be presented as part

of the financial statements referred to above and published together with them no later than 5

April 2018.

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2018 MBO short-term incentive plan based on the allocation of phantom shares and

intended for representatives of the management of Credito Valtellinese S.p.A. and of

companies controlled by it pursuant to Article 2359 of the Italian Civil Code. Related

resolutions.

Dear Shareholders,

You have been called in ordinary session to discuss and vote – as set out in Article 114-bis,

paragraph 1, of Italian Legislative Decree no. 58 of 24 February 1998 – on the approval of an

annual incentive plan called “2018 MBO short-term incentive plan” (“2018 MBO Plan”) based on

the allocation of financial instruments (phantom shares) and intended for representatives of the

management of Credito Valtellinese S.p.A. and of companies controlled by it pursuant to Article

2359 of the Italian Civil Code, the format of which was defined by the Board of Directors, on

recommendation of the Remuneration Committee.

In compliance with the provisions of Article 114-bis, paragraph 1, of Italian Legislative Decree No. 58 of 24 February 1998 and of Article 84-bis, paragraph 1, of Consob Resolution no. 11971 of 14 May 1999, the characteristics of the 2018 MBO Plan are described in a special information document made available, at the same time as this report, at the Company’s registered office, on the authorized storage device “eMarket Storage” (www.emarketstorage.com) and on the website of the Creval Group at www.gruppocreval.com and to which reference is made.

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Draft resolution to the Ordinary Shareholders' Meeting

Dear Shareholders,

In the light of the above, we invite you to pass the following resolution:

“The Shareholders' meeting of Credito Valtellinese S.p.A. of [27] April 2018,

resolves

1. to approve the annual incentive plan called “2018 MBO short-term incentive plan”, based on the

allocation of financial instruments (phantom shares) and intended for representatives of the

management of Credito Valtellinese S.p.A. and of companies controlled by it pursuant to Article

2359 of the Italian Civil Code, the characteristics of which are described in the information

document prepared pursuant to Article 114-bis, paragraph 1, of Italian Legislative Decree no. 58 of

24 February 1998, and Article 84-bis, paragraph 1, of Consob Resolution no. 11971 of 14 May 1999,

and made available to the public at the Company’s registered office, on the authorised storage

device “eMarket Storage” (www.emarketstorage.com) and on the Company's website;

2. to grant the Board of Directors, with the right to sub-delegate, all the powers required for

implementing the “2018 MBO short-term incentive plan”, to be exercised in accordance with the

instructions of the relevant Information Document. To this end, the Board of Directors may assign,

by way of example but not limited to, the rights to the beneficiaries, approve the implementing

regulation of the plan and, where possible, pay the bonus”.

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Medium-long term variable incentive plan (2018-2020 LTI) based on the allocation of

phantom shares and intended for representatives of the top management of Credito

Valtellinese S.p.A. and of companies controlled by it pursuant to Article 2359 of the Italian

Civil Code. Related resolutions.

Dear Shareholders,

You have been called in ordinary session to discuss and vote – as set out in Article 114-bis,

paragraph 1, of Italian Legislative Decree no. 58 of 24 February 1998 – on the approval of a

medium-long term variable incentive plan called “2018-2020 LTI Medium-long term incentive

plan” (“ 2018-2020 LTI Plan”) based on the allocation of phantom shares and intended for

representatives of the top management of Credito Valtellinese S.p.A. and of companies controlled

by it pursuant to Article 2359 of the Italian Civil Code, the format of which was defined by the

Board of Directors, on recommendation of the Remuneration Committee.

In compliance with the provisions of Article 114-bis, paragraph 1, of Italian Legislative Decree No.

58 of 24 February 1998 and of Article 84-bis, paragraph 1, of Consob Resolution no. 11971 of 14

May 1999, the characteristics of the 2018-2020 LTI Plan are described in a special information

document made available, at the same time as this report, at the Company’s registered office, on

the authorized storage device “eMarket Storage” (www.emarketstorage.com) and on the website

of the Creval Group at www.gruppocreval.com and to which reference is made.

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Dear Shareholders,


“The Shareholders' meeting of Credito Valtellinese S.p.A. of [27] April 2018,

resolves

1. to approve the medium-long term variable incentive plan based on the allocation of phantom

shares and intended for representatives of the top management of Credito Valtellinese S.p.A. and of

companies controlled by it pursuant to Article 2359 of the Italian Civil Code, the characteristics of

which are described in the information document prepared pursuant to Article 114-bis, paragraph

1, of Italian Legislative Decree no. 58 of 24 February 1998, and Article 84-bis, paragraph 1, of

Consob Resolution no. 11971 of 14 May 1999, and made available to the public at the Company’s

registered office, on the authorised storage device “eMarket Storage” (www.emarketstorage.com)

and on the Company's website;

2. to grant the Board of Directors, with the right to sub-delegate, all the powers required for

implementing the “2018-2020 LTI Medium-long term incentive plan”, to be exercised in accordance

with the instructions of the relevant Information Document. To this end, the Board of Directors may

assign, by way of example but not limited to, the rights to the beneficiaries, approve the

implementing regulation of the plan and, where possible, pay the bonus”.

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Report on remuneration pursuant to Article 123-ter of Italian Legislative Decree no.

58/1998. Related resolutions.

Dear Shareholders,

With reference to the fourth point on the agenda of the Ordinary Shareholders' Meeting,

reference is made to the Report on remuneration drafted pursuant to art. 123-ter of Italian

Legislative Decree no. 58 of 24 February 1998, that will be made available no later than 5 April

2018 at the Company’s registered office, on the Company's website and with other methods as

envisaged by Consob regulation.

The aforementioned document complies (i) with the provisions on remuneration and incentive

policies and practices in banks and banking groups contained in Circular no. 285 of Bank of Italy

of 17 December 2013, as subsequently amended and supplemented, as well as (ii) with Consob

resolution no. 11971 of 14 May 1999 as amended and supplemented.

The report is divided into two sections.

The first section (called “Remuneration policies and practices”) shows:

a) the policy of the company concerning the remuneration of the members of the administrative

bodies, of general managers and of executives with strategic responsibilities, of executives and

middle managers performing control functions, of the so-called risk takers and of the personnel

with reference to at least the following financial year;

b) the systems and methods used for the adoption and implementation of this policy.

The first section also includes in-depth analysis of the short-term (MBO) and medium/long-term

(LTI) incentive plans.

The second section provides the quantitative information of the 2017 remuneration system, in

the forms required by regulations, and, in particular, contains the most suitable representation of

the items forming remuneration, illustrating its consistency with the company’s policy on

remuneration approved by your Bank in the previous financial year. This section also shows in

detail the fees paid during the financial year of reference, individually or at aggregate level, based

on the regulatory provisions.

Note that, pursuant to the combined provisions of Article 123-ter, paragraph 6, of Italian

Legislative Decree no. 58 of 24 February 1998, and of the above-mentioned provisions of the

Bank of Italy, the Ordinary Shareholders’ Meeting called to approve the financial statements is

asked to approve the first section of the Report on remuneration.

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Dear Shareholders,


“The Shareholders' Meeting of Credito Valtellinese S.p.A. of [27] April 2018,

resolves

to approve the section “Remuneration policies and practices” of the document “Group compensation

policies - 2017 Report on remuneration”, already approved by the Board of Directors and prepared

pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998, and pursuant

to the Bank of Italy provisions currently in force”.

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Based on a reasoned proposal by the Board of Statutory Auditors, supplementary fees for

the Independent Auditors KPMG appointed to conduct the statutory audit of the accounts.

Related resolutions.

Dear Shareholders,

with reference to the fifth item on the agenda of the Ordinary Shareholders’ Meeting, we remind

you that the Ordinary Shareholders' Meeting of Credito Valtellinese of 28 April 2012, upon

reasoned proposal by the Board of Statutory Auditors, resolved to appoint the firm KPMG S.p.A.

to carry out the statutory audit of the accounts for nine consecutive financial years starting in

2012.

The proposal includes a paragraph whereby it is provided that the fees may be changed if

exceptional or unforeseeable circumstances occur at the time of preparation of the audit, such as,

for example, a change in the Company’s structure, size and business, regulatory changes, changes

in accounting and/or audit standards, new professional guidelines, completion of complex or

extraordinary transactions by the Company.

In relation to the above, the independent auditors KPMG S.p.A. with registered office in Milan, 25

via Vittor Pisani, registered with the Register of Statutory Auditors at the Ministry of Economy

and Finance, requested Credito Valtellinese S.p.A. that the estimated hours and corresponding

fees for the audit activity be increased compared to the services included in the original proposal.

This request for supplementary fees was brought to the attention of the Board of Statutory

Auditors.

This clarified, the Shareholders' Meeting of the Bank is called upon to resolve on the proposal

submitted by the Board of Statutory Auditors - pursuant to Article 13 of Italian Legislative Decree

no. 39/2010 - concerning the request for supplementary fees of the aforementioned auditing

firm, which is reported below in its entirety along with the draft resolution submitted to the

Shareholders' Meeting.

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Reasoned proposal of the Board of Statutory Auditors of Credito Valtellinese S.p.A. on item 5 on

the agenda of the Shareholders' Meeting pursuant to article 13, para. 1 of Italian Legislative

Decree no. 39/2010 (as amended).

Supplementary fees for the period 2017-2020 due to the independent auditors KPMG S.p.A. in

charge of the statutory audit of the accounts.

Dear shareholders,

we inform you that the Independent Auditors KPMG S.p.A. (hereinafter also referred to as

“KPMG” or “Independent Auditors”) have proposed some amendments to the contractual conditions

originally envisaged in the engagement for the performance of the statutory audit of the accounts of

Credito Valtellinese S.p.A. having a term of nine years starting from FY2012.

Specifically, KPMG requested that the estimated hours and the corresponding fees be increased due to

additional activities to be performed compared to those included in the initial proposal with respect to the

following areas:

� application of accounting standard IFRS 9, which came into force on 1 January 2018;

� entry into force of Italian Legislative Decree no. 135/2016 which amends the provisions contained

in Italian Legislative Decree no. 39/2010);

� entry into force of Regulation 2014/537/EU which provides that the audit report must contain

additional information concerning, inter alia, the most significant assessed risks of material

misstatement;

� merger of Cassa di Risparmio di Fano S.p.A. into Credito Valtellinese S.p.A.;

� merger of Credito Siciliano S.p.A. into Credito Valtellinese S.p.A In this regard, KPMG pointed

out that the proposal for supplementary fees “is to be considered conditional upon the authorization of the

Bank of Italy and, subsequently, upon the signing and coming into effect of the merger deed “.

The Independent Auditors’ request involves amending the provisions contained in the letter of

engagement of 1 March 2012, as subsequently amended by the provisions of the amendment letter dated

14 March 2013, with regard to the fees. The Independent Auditors’ right to request amendments is

regulated in the contract that governs the current audit engagement - specifically in Article 6.2 entitled

“Update and amendment of the fees during the period covered by this letter of engagement” (i.e., for the nine consecutive

financial years starting from 2012), referred to in Box no. 1 below.

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Box n. 1 - Excerpt from point 6.2. of the contract governing the current audit engagement

In addition, as provided by art. 13, paragraph 1, of Italian Legislative Decree 39/2010, the Shareholders' Meeting of Credito Valtellinese of 28 April 2012, in granting the mandate to KPMG, identified the criteria for adjusting the fees. More specifically, the agreed frees “may be changed on an ex-post basis, if exceptional or unforeseeable circumstances occur at the time of preparation of the audit, such as, for example, a change in the Company’s structure, size and business, regulatory changes, changes in accounting and/or audit standards, new professional guidelines, completion of complex or extraordinary transactions by the Company.”

Having said that, with specific reference to the Independent Auditors’ letter dated 15 January 2018,

considering the aforementioned circumstances, additional activities were, and will be, required for the years

from 2017 to 2020 in the performance of the statutory audit of the annual and half-year consolidated

financial statements of Credito Valtellinese S.p.A.

Specifically, in its request for supplementary fees, the Independent Auditors noted that the “supplementary

fees refer to the following events arising from:

- Introduction of the new accounting standard IFRS 9, which will come into force starting from 1 January 2018. In

addition to extending the audit activities, the application of the new standard will require the involvement of our

Financial Risk Management specialists, both during the parallel running phase and during full implementation.

- Entry into force of Italian Legislative Decree 135/2016 (hereinafter the “Decree”), whose scope of application

extends to all companies covered by the statutory audit. Pursuant to Art. 14, paragraph 2, letter e) of the Decree, the

report must contain an opinion on compliance of the management report with legal provisions. Issuing this opinion

will require an extension of audit activities.

- Entry into force of Regulation 2014/537 / EU (hereinafter the “regulation”), whose scope of application extends to

all public interest entities. Pursuant to the Regulation, the audit report must contain additional information regarding

the most significant assessed risks of material misstatement (Key Audit Matters). The inclusion of this information

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in the audit report will require greater coordination and higher frequency of the meetings with the Management and

the governance bodies of the Bank.

- Approval of the merger of Cassa di Risparmio di Fano S.p.A. into Credito Valtellinese S.p.A. which requires

amending the hours and fees specified in the original letter of engagement of 1 March 2012 and in the amendment

letter of 14 March 2013.

- Approval of the merger of Credito Siciliano S.p.A. into Credito Valtellinese S.p.A. which requires amending the

hours and fees specified in the original letter of engagement of 1 March 2012 and in the amendment letter of 14

March 2013. The latter proposal for supplementary fees is to be considered conditional upon receipt of the

authorization of the Bank of Italy and, subsequently, upon the approval of the aforementioned merger by the

Shareholders' Meeting of Credito Siciliano and by the Board of Directors of the Credito Valtellinese”.

The situation outlined above results in more burdensome activities compared to the tasks previously

assigned to the Independent Auditors, which are estimated in terms of number of hours worked,

contribution of additional skills - specifically the involvement of Financial Risk Management experts - and

corresponding additional fees, to the extent specified in Table 1.

Table 1

List of events Hours Supplementary fees Supplementary fees

on the audit of the on the limited audit

financial statements of the half-year consolidated

financial statements (data in Euro) (data in Euro) a) Supplementary hours/fees due to the introduction of IFRS 9 160 20,000 5,000

b) Supplementary hours/fees for changes in the audit report due to the introduction of the compliance assessment of the Director’ Report

with legal provisions and the Key Audit Matters 56 10,000 -

c) Supplementary hours/fees following the merger between Creval and Carifano 105 8,000 2,000

d) Supplementary hours/fees due to the merger between Creval and Credito Siciliano 525 35,000 10,000 (Only applicable from FY2018 and subject

to the occurrence of the event in question)

Total supplementary fees 846 73,000 17,000

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Finally, it should be noted that the request for supplementary fees submitted by the Independent Auditors:

� points out that the provisions contained in the original engagement letter of 1 March 2012 and in

the subsequent amendment letter dated 14 March 2013 shall remain applicable to the extent they

are not affected by the request for supplementary fees in question;

� specifies that the above fees do not include VAT, nor the supervisory contribution due to Consob

and the expenses incurred and/or paid in advance in the name and on behalf of Credito

Valtellinese S.p.A.;

� it is accompanied by a detailed description of the mix of professionals that will be engaged in

relation to the estimated additional fees (hours and fees).

* * * * *

The Board of Statutory Auditors, in compliance with the provisions of article 13, para. 1, of Italian

Legislative Decree no. 39/2010, according to which “the shareholders' meeting, upon reasoned proposal by the control

body, appoints the entity in charge of the statutory audit of the accounts and determines the fees due to the independent auditors

for the entire term of the engagement and the criteria for adjusting said fees during their mandate”, has examined the

aforementioned Independent Auditors’ request in order to formulate its proposal to be submitted to the

Shareholders' Meeting.

In this regard, it should be noted that the criteria for adjusting the Independent Auditors’ fees already

established by the Shareholders’ Meeting of 28 April 2012 did not, in principle, require submitting the

supplementary fees in question to a Shareholders' Meeting resolution. However, given the various

concurrent events envisaged in the Independent Auditors’ request for the above mentioned supplementary

fees, and their overall non-negligible amount, we considered it appropriate to submit the matter to the

approval of the Shareholders’ Meeting of Credito Valtellinese S.p.A.

In this regard, the Board of Statutory Auditors requested some additional information (provided by

KPMG) and examined as appropriate the detailed information obtained (especially with regard to hourly

fees), including through in-depth analyses of each component in collaboration with the Bank’s

organisational units, verifying and/or analysing, inter alia,

� the reasons in support of the requests for supplementary fees;

� the detailed impact (in terms of number of hours and related costs) of the regulatory changes

occurred with respect to the original proposal;

� the specifications relating to the professionals used to carry out the supplementary activities and

their hourly cost.

On this point the Board of Statutory Auditors also reports that:

� the hourly rate used by the Independent auditors to calculate the fees for the activities assigned to

specialized audit personnel is in line with that specified in the original engagement letter of 1 March

2012;

� the participation of individuals with specific skills, i.e. Financial Risk Management, is only envisaged

for the audit of the financial statements and the consolidated half-year financial statements, in

relation to the implementation of IFRS 9. The international accounting standard IFRS 9

introduces, inter alia,

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• new criteria for the classification and evaluation of financial instruments, based on the

characteristics of the business model and the financial flows of the instruments;

• new impairment models that differ significantly from those envisaged by IAS 39 (previously

used) and that are mainly focused on the concept of expected loss;

• new hedge accounting rules with consequent changes in terms of accounting representation

of financial instruments management and risks;

� the aforementioned changes relating to the application of IFRS 9 entail, on the one hand, a

significant «one-off » activity, to be carried out by the Independent Auditors during the financial

years ending 31.12.2017 and 31.12.2018, which will include analysing and understanding the

identified approaches and verifying the procedures and the support systems implemented by the

Bank as well as testing balances and transactions, of the current and prior years, as at the transition

date and, on the other hand, the performance of periodic, new and additional audit activities that

also require the involvement of senior and, as mentioned, specialized professionals;

� some changes in the rules applicable to the statutory audit of the accounts required new activities to

be performed by the entity in charge of auditing the accounts; in this respect:

• Italian Legislative Decree 135/2016 amended Italian Legislative Decree 39/2010 and

specifically amended art. 14, para. 2, e) of the aforementioned Legislative Decree 39/2010,

pursuant to which the audit report must contain an opinion on compliance of the report on

operations (prepared by the Directors) with legal provisions;

• Regulation 2014/537/EU provides, inter alia, that the audit report must contain additional

information regarding the most significant assessed risks of material misstatement (Key

Audit Matters).

� the merger deed concerning the merger of Cassa di Risparmio di Fano S.p.A. into Credito

Valtellinese S.p.A. was formalized on 22 November 2016, with legal effect as from 28 November

2016; this is a reorganization that requires redefining the agreements with the Independent

Auditors, originally entered into in March 2012;

� finally, to avoid convening an ad hoc Shareholders' Meeting to resolve on the supplementary fees

due to the Independent Auditors in the event the merger by absorption of Credito Siciliano S.p.A.

into Credito Valtellinese S.p.A. takes place, KPMG considered it appropriate to include this

circumstance in its request. The payment of the supplementary fees specifically attributable to this

circumstance is however conditional upon the occurrence of this extraordinary corporate

transaction;

� currently the agreement with the Independent Auditors provides for a total annual cost of Euro

306,000 (this amount does not consider the increases resulting from an increase in the ISTAT cost

of living index from one financial year to the next, neither does it include VAT, the

reimbursements of out-of-pocket expenses and other incidental charges related to the mandate),

corresponding to 3,454 hours of work.

As a result of the aforementioned analyses, of the checks directly performed, including jointly with the

Independent Auditors, taking into account the considerations outlined above, the Board of Statutory

Auditors decided to submit to the Shareholders' Meeting the proposal to increase the fees due to KPMG

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for the statutory audit of the accounts, having assessed the requests made by KPMG as overall fair in

relation to the additional activities to be performed compared to those originally estimated.

* * * * *

Now therefore, the Board of Statutory Auditors submits its proposal to update, in line with the terms of

the request for supplementary fees formulated by the Independent Auditors, the financial conditions

currently in force with KPMG S.p.A. for the performance of its audit engagement, in the terms specified in

this draft resolution:

“The Ordinary Shareholders' Meeting of Credito Valtellinese S.p.A.

� acknowledging that, on 15 January 2018, the Independent Auditors submitted a request for additional hours and

fees required to perform additional activities compared to those included in the initial proposal for the statutory audit

of the accounts;

� having examined the reasoned proposal of the Board of Statutory Auditors containing the terms of the requests of the

aforementioned Independent Auditors, submitted as a result of appropriate analyses and checks carried out, also in

collaboration with Credito Valtellinese S.p.A. organisational units and with the Independent Auditors, having

assessed the requests made by KPMG as overall fair in relation to the additional activities to be performed compared

to those originally estimated;

RESOLVES

1) to update the financial terms envisaged in the engagement for the statutory audit of the accounts entered into with KPMG

S.p.A. in 2012, taking into account the information contained in the request for supplementary hours/fees submitted by the

aforementioned Independent Auditors. The total annual fees (amounts in Euro) for the activities of the Independent Auditors

are calculated as specified below (these amounts do not consider the increases resulting from an increase in the ISTAT cost of

living index from one financial year to the next): for the years included in the period 2017-2020 , Euro 396,000 (thus an

increase of Euro 90,000 compared to the current annual fees of Euro 306,000), of which Euro 227,500 (corresponding to

2,419 hours of work) for the statutory audit of the financial statements of Credito Valtellinese S.p.A. and opinion on

compliance of the directors’ report with legal provisions and the declaration on any material misstatement, Euro 40,300

(corresponding to 456 hours of work) for the statutory audit of the consolidated financial statements of the Credito Valtellinese

Group, Euro 27,900 (corresponding to 315 hours of work) for the audit of the regular keeping of the accounts, Euro 94,300

(corresponding to 1,056 hours of work) for the limited audit of the condensed consolidated half-year financial statements and

the half-year financial statements included in Credito Valtellinese Group's half-year financial report, Euro 4,000

(corresponding to 36 hours of work) for audits related to the signing of tax returns , Euro 2,000 (corresponding to 18 hours

of work) for the audits related to the calculation of the contribution to the National Guarantee Fund; being here clarified that

Euro 35,000 for the audit of the financial statements and Euro 10,000 for the limited audit of the half-year consolidated

financial statements are conditional upon the occurrence of the merger of Credito Siciliano S.p.A. into Credito Valtellinese

S.p.A.;

2) to grant the Board of Directors and the Chairman in its behalf, full powers to be exercised severally, in compliance with

law, for the full implementation of the aforementioned resolution, with any and all powers, without exclusion, as may be

necessary and appropriate for this purpose, including the power to make non-substantial amendments to the resolutions as

deemed necessary and/or appropriate to fulfil all the obligations and formalities related to and/or ensuing from said resolution,

pursuant to the applicable legislation or required by the Supervisory Authorities.”

Milan, 26 March 2018

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The Board of Statutory Auditors Signed Mr. Angelo Garavaglia

Signed Ms. Giuliana Pedranzini

Signed Mr. Luca Franceschi

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