The Board of Directors of Banca popolare dell’Emilia Romagna meets to review and approve the Bank's and Group's financial statements at March 31st 2012

Presentation
 

CONSOLIDATED QUARTERLY RESULTS as of MARCH 31, 2012
 

The conference will take place on Wednesday, 29th August 2012 at 11.00 am (CET) - 10.00 am (GMT) and it will be led by

Mr. Luigi Odorici, CEO
 

In order to be connected to the conference call, please dial:

Italia: +39 02 805 88 11
UK: +44 1212 818003
USA: +1 718 7058794

The presentation will be followed by a Q&A session. A set of charts to support the presentation will be made available on the same day before the presentation and conference call start, in the Investor Relations section of the company's web site www.gruppobper.it.

The Board of Directors of Banca popolare dell’Emilia Romagna meets to review and approve the Bank's and Group's financial statements at September 30 2012

The presentation will take place:
 

Wednesday, 14th November 2012
 

at 11.00 am (CET)  - 10.00 am (GMT)
 

and it will be led by :
 

Mr. Luigi Odorici, CEO
Mr. Alessandro Vandelli, CFO
 

In order to be connected to the conference call, please dial:
 

Italia: +39 02 805 88 11
UK: +44 1212 818003
USA: +1 718 7058794
 

The presentation will be followed by a Q&A session.
 

Here attached the results presentation.

Calendario eventi societari – Esercizio 2013
Con riferimento agli obblighi informativi stabiliti dall'art.2.6.2 del "Regolamento Borsa Italiana SpA" la Banca popolare dell'Emilia Romagna comunica il calendario degli eventi societari previsti nel corso del corrente anno, come in appresso specificato:

• 12 marzo 2013 - Riunione del Consiglio di Amministrazione per l'approvazione del progetto di bilancio e del bilancio consolidato relativo all’esercizio 2012;
• nell'intervallo temporale ricompreso tra il 4 marzo ed il 19 marzo 2013 - Riunione del Consiglio di Amministrazione per la convocazione dell'Assemblea dei Soci, da tenersi presumibilmente nell'intervallo temporale ricompreso fra il 19 aprile e il 27 aprile 2013;
• 14 maggio 2013 - Riunione del Consiglio di Amministrazione per l'approvazione del resoconto intermedio di gestione al 31 marzo 2013;
• 27 agosto 2013 - Riunione del Consiglio di Amministrazione per l'approvazione della relazione finanziaria semestrale al 30 giugno 2013;
• 12 novembre 2013 - Riunione del Consiglio di Amministrazione per l'approvazione del resoconto intermedio di gestione al 30 settembre 2013.

Ai sensi della normativa vigente, l'eventuale pagamento del dividendo verrà effettuato successivamente alla data di effettivo svolgimento, nell’ambito dell’intervallo temporale sopra indicato, dell’Assemblea di approvazione del bilancio, e quindi nel mese di maggio 2013.

Le eventuali presentazioni dei dati contabili agli analisti finanziari si terranno indicativamente il primo giorno
lavorativo successivo alle suddette approvazioni da parte del Consiglio di Amministrazione

The Board of Directors of Banca popolare dell’Emilia Romagna meets to review and approve the Bank's and Group's financial statements at December 31st 2012.

The Board of Directors of Banca popolare dell’Emilia Romagna meets to review and approve the Bank's and Group's financial statements at March 31st 2013.

The presentation will take place:

Wednesday, 15th May 2013
at 11.00 am (CET) - 10.00 am (GMT)
and it will be led by :
Mr. Luigi Odorici, CEO
Mr. Alessandro Vandelli, CFO

In order to be connected to the conference call, please dial:
Italia: +39 02 805 88 11
UK: +44 1212 818003
USA: +1 718 7058794

The presentation will be followed by a Q&A session.
A set of charts to support the presentation will be made available on the same day before the presentation and conference call start, in the Investor Relations section of the company's web site www.gruppobper.it

Contacts:

Investor Relations Dpt.
+39/059/2022194 – +39/059/2022219
Email: gilberto.borghi@bper.it nicola.sponghi@bper.it

The Board of Directors of Banca popolare dell’Emilia Romagna meets to review and approve the Bank's and Group's financial statements at June 30th 2013.

The Board of Directors of Banca popolare dell’Emilia Romagna meets to review and approve the Bank's and Group's financial statements at September 30 2013.

Banca popolare dell’Emilia Romagna Società cooperativa (“BPER”) would like to announce that it published today the Information Document prepared in accordance with Art. 34-ter, 1.l) of the Regulation approved by Consob resolution No. 11971 of 14 May 1999 and subsequent amendments and supplements (“Issuers' Regulations”) in relation to the bonus allocation of treasury shares by way of dividend as approved by the BPER Ordinary Shareholders' Meeting of 21 April 2012.
This document is available to the general public at (i) the head office of BPER (in Via San Carlo 8/20, Modena); (ii) the head office of Borsa Italiana S.p.A. (in Piazza degli Affari 6, Milan); as well as (iii) on BPER's website (www.bper.it).

Banca popolare dell’Emilia Romagna soc. coop. (hereafter, also “BPER” or the “Merging Company”) hereby informs, to all legal effects, that the Boards of Directors of BPER and “Em.Ro. Popolare - società finanziaria di partecipazioni s.p.a.” (hereafter, also “Em.Ro Popolare” or the “Merged Company”) have approved the merger plan for Em.Ro Popolare's absorption by BPER at their respective board meetings, held on 24 and 27 April 2012.

The merger is subject to the simplified procedure as per art. 2505 of the Italian Civil Code: the merger does not give rise to a share exchange ratio, only the cancellation of the shares of the Merged Company by the time held 100% by the Merging Company, without any increase in capital; nor will it involve any change in the Merging Company's articles of association.

With regard to the above, bearers of the convertible bonds relating to the following loans:

- “Banca Popolare dell’Emilia Romagna subordinated convertible bond loan 3.70%, 2006-2012” ISIN code IT0004105430;

will have the right to exercise their right of conversion, pursuant to art. 2503 bis, para. 2, of the Italian Civil Code, within thirty days of this notice being published, without prejudice to the right of conversion already envisaged in the respective original loan regulations.

The merger is subject to authorisation by the Bank of Italy under art. 57 of Legislative Decree no. 385/93.

Banca popolare dell’Emilia Romagna Soc. Coop. (“BPER”), Banco di Sardegna S.p.A. (“BdS”, with BPER, “BPER Group”), Banca Popolare di Vicenza S.C.P.A. (“BPVI”), Banca Popolare di Sondrio S.C.P.A. (“BPS”) and Banco Popolare Soc. Coop. (“BP”, with BPER Group, BPVI, BPS, the “Banks”) have signed today an agreement for the sale of certain assets / agreements of depositary bank related to the funds managed and / or promoted by Arca SGR S.p.A. ("Arca") and in some cases, other customers (all together the '"Transaction") to Istituto Centrale delle Banche Popolari Italiane S.p.A. ("ICBPI").

The Transaction is expected to be completed by year end subject to the obtaining of the necessary authorizations by the competent authorities and the exhaustion of the procedures required by law.

In particular:

• BPER Group sells all its depositary bank activities (also as a going concern) related to Arca funds and other customers’ funds for a total consideration of € 20.95 m, including € 2.85 m related to BdS;
• BPVI sells agreements of depositary bank related to Arca funds and BPVI Fondi SGR S.p.A. for a total consideration of € 9.30 m;
• BPS sells agreements of depositary bank related to Arca funds for a total consideration of € 9.25 m;
• BP sells agreements of depositary bank related to Arca funds for a total consideration of € 9.00 m.

The Banks are assisted in the Transaction by Rothschild S.p.A. and Equita Sim S.p.A., as financial advisors, and by Studio Legale Pavesi Gitti Verzoni, as legal advisor.

Here attached the full press release.

Appraisal of the independence requirements of the persons appointed by the Shareholders’ Meeting of April 21st 2012

We wish to communicate that the Bank Board of Directors, during the meeting held at today's date, evaluated and positively assessed:

(i) that the Directors appointed by the Shareholders’ Meeting held on April 21st 2012 meet the independence requirements provided for by Art. 148, Par. 3, of the Consolidated Law on Finance (Leg. Decree No. 58/98), as established by art. 147-ter, Par. 4, of the same Consolidated Law: Mr Giosuè Boldrini, Mr Giulio Cicognani, Mrs Valeriana Maria Masperi, Mrs Giuseppina Mengano in Amarelli, Mr Romano Minozzi, Mr Mario Zucchelli;

(ii) that the Statutory Auditors appointed by the Shareholders’ Meeting held on April 21st 2012 meet the independence requirements applicable to the Board of Statutory Auditors as provided for by Art. 148, Par. 3, of the Consolidated Law: Mr Romano Conti Chairman , Mr Carlo Baldi, Mr Guglielmo Cacchioli, Mr Fabrizio Corradini and Mr Pier Paolo Ferrari – Standing Statutory Auditors, Mr Luigi Fontana and Mr Luigi Attilio Mazzocchi  – Alternate Statutory Auditors.

Total consolidated net profit of € 93.8 million (+29.4%)

Positive trend in operating result to € 467 million, thanks to the increase in net interest income and net profit from financial activities

Operating costs down by 1%, confirming the BPER Group's ongoing commitment to policies of cost containment

Core Tier 1 ratio of 7.85% (8.13% pro-forma )

• Core revenues: significant increase in net interest income (4.3% y/y) and substantial stability in net commission income (-0.2% y/y), including government-backed bond commissions

• Operating result of € 467 million (+6.4% y/y), also boosted by a positive net profit from financial activities; total adjustments (€ 99.6 million), 33.2% up on the same period of 2011

• Cost of credit at 21 bps compared with 16 bps in the same period of 2011

• Growth in loans (0.5% y/y) despite the difficult economic situation

• Core Tier 1 ratio of 7.85% from 7.83% in December 2011

Here attached the full press release

With reference to the Ordinary Shareholders' Meeting resolution of 21 April 2012, Banca popolare dell'Emilia Romagna società cooperativa (BPER) would like to announce that the dividend for 2011 will be payable from 24 May 2012 those entitled to it, through authorised intermediaries that are members of the Monte Titoli SpA centralised management system. The 2011 dividend is composed of a part in cash and an allocation of BPER's treasury shares, prior to the coupon detachment on 21 May 2012, with two coupons, no. 29 for the payment in cash and no. 30 for the payment in shares.
With regard to the part in cash, an amount of Euro 0.03 will be distributed for each ordinary share with full dividend rights at the coupon detachment date and an amount (reduced proportionally) of Euro 0.015 for the 260 shares deriving from early conversion of the BPER convertible bonds 3.70% 4/12/2006-31/12/2012, for a total of Euro 9,981,633.72.

With regard to the part in shares, 1 ordinary share (with par value Euro 3.00 each) will be allocated for every 70 shares up to a maximum of 4,679,822 BPER ordinary shares, drawn entirely from the treasury shares held by the Bank, with a consequent reduction of the treasury shares reserve and any utilisation of the available portion.  The treasury shares allocated will have full dividend rights from 1 January 2012.

BPER has appointed EquitaSim SpA to be responsible, with no expenses, commission or other charges payable by the Shareholders, for the payment of fractional allocation rights that BPER will monetise on the basis of the official price (ex allocation) resulting from transactions executed on the coupon detachment date.

The treasury shares to be allocated, according to recent guidance issued by the tax authorities with resolution no. 26/E. of 7 March 2011 and no. 12/E. of 7 February 2012, do not constitute income for tax purposes and, accordingly, are not subject to taxation.

Further information, including tax treatment, are given in the Information Document of 7 May 2012 prepared in accordance with art. 34-ter, first paragraph, letter l) of Consob Regulation 11971 of 14 May 1999, and made available to the public at (i) the head office of BPER (in Via San Carlo 8/20, Modena); (ii) the head office of Borsa Italiana S.p.A. (in Piazza degli Affari 6, Milan); as well as (iii) on BPER's website (www.bper.it).

We wish to communicate that, pursuant to applicable legislation, the Minutes of the Ordinary Shareholders’ Meeting held on April 21st 2012 are now available at the Bank's Headquarters, at Borsa Italiana S.p.A. and on the Bank website www.bper.it – Governance Section – Corporate Bodies – Shareholders’ Meeting – Shareholders’ Meeting 2012.

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With reference to the resolution passed by the Ordinary Shareholders' Meeting of Banca popolare dell'Emilia Romagna società cooperativa (BPER) on 21 April 2012 and the portion of dividend to be paid in BPER treasury shares under para. 4 (“Tax profile of cash dividend payments, the allocation of treasury shares and the payment of fractional rights”) of the Information Document of 7 May 2012 prepared according to art. 34-ter, para.1, letter l) of Consob Regulation no. 11971 of 14 May 1999, we would like to inform you that, for the calculation of the payment of fractional rights for the allocation of BPER shares, the official price of the whole share has been set at Euro 3,6380 resulting from the transactions carried out on the official market today.

We would remind you that these rights will be paid directly through EquitaSim S.p.A., the authorized intermediary, with no expenses, commission or other charges payable by the Shareholders, and will be made available to those entitled, through authorised intermediaries that are members of the Monte Titoli SpA centralised management system, from 24 May 2012.

Banca Popolare dell’Emilia Romagna s.c. (hereafter, also “BPER” or the “Merging Company”) hereby informs that the Board of Directors has approved the merger plan for the absorption of “Meliorbanca S.p.A.” (hereafter, also the “Merged Company”) by BPER at the board meeting held today, 22 May, 2012.
The merger is consistent with the Business Plan 2012-2014, aimed to simplify the Group structure and to achieve cost saving opportunities.
The merger is subject to the simplified procedure as per art. 2505 of the Italian Civil Code: the merger does not give rise to a share exchange ratio, but only to the cancellation of the shares of the Merged Company by the time held 100% by the Merging Company, without any increase in capital; nor will it involve any change in the Merging Company's articles of association.
The merger is subject to authorisation by the Bank of Italy under art. 57 of Legislative Decree no. 385/93.

Due to Article 2503 – bis of the Italian Civil Code

Banca popolare dell’Emilia Romagna soc. coop. (hereafter, also “BPER” or the “Merging Company”) hereby informs that the Board of Directors of BPER and Meliorbanca s.p.a. (hereafter, also the “Merged Company”) have approved the merger plan for Meliorbanca's absorption by BPER at their respective board meetings, held on 22 and 28 May 2012.
The merger is subject to the simplified procedure as per art. 2505 of the Italian Civil Code: the merger does not give rise to a share exchange ratio, but only to the cancellation of the shares of the Merged Company by the time held 100% by the Merging Company, without any increase in capital; nor will it involve any change in the Merging Company's articles of association.
With regard to the above, bearers of the convertible bonds relating to the following loans:
- “Banca popolare dell’Emilia Romagna subordinated convertible bond loan 3.70%, 2006-2012” ISIN code IT0004105430
will have the right to exercise their right of conversion, pursuant to art. 2503 bis, para. 2, of the Italian Civil Code, within thirty days of this notice being published, without prejudice to the right of conversion already envisaged in the respective original loan regulations.
The merger is subject to authorisation by the Bank of Italy under art. 57 of Legislative Decree no. 385/93.

Following approval of CONSOB (Italian Securities and Exchange Commission) announced with note no. 12050587 of 13 June 2012, Banca popolare dell’Emilia Romagna società cooperativa (the”Issuer”), on 19 June 2012, filed the registration document (the “Registration Document”) pertaining to the Issuer and the basic prospectuses (collectively, the “Basic Prospectuses”, or individually, the “Basic Prospectus”) relating to the programmes to offer financial instruments named as follows:
 

“Banca Popolare dell’Emilia Romagna soc. coop. fixed rate bonds:”;
“Banca popolare dell’Emilia Romagna soc. coop. floating rate bonds (or capped and/or floored floating rate bonds)”;
“Banca Popolare dell’Emilia Romagna soc. coop. zero-coupon bonds”;
“Banca Popolare dell’Emilia Romagna soc. coop. step up/step down bonds (or callable step up/step down bonds)”
 

The mentioned documents are at the disposal of the public at the General Management and operating office of the Issuer in Modena, Via San Carlo, 8/20 and at all Bank branches; it can also be consulted at the bank's website www.bper.it .
The Issuer will prepare the Final Terms and Conditions describing the characteristics of the Bonds at the time each Loan is issued; said terms and conditions shall be announced within the day before the Offer commences by publication on the website of the Issuer www.bper.it.

It is hereby notified that a copy of the deeds relating to the Merger by Incorporation of "Em.Ro. Popolare S.p.A." was filed today at the company headquarters in Modena, Via San Carlo, 8/20.
The Shareholders may view the deeds and obtain a free copy.
The documentation will remain filed for thirty days prior to the aforementioned decision and until the same is enforced. The said documentation is furthermore published on the website www.bper.it.

We inform that today Mr. Romano Minozzi, who met the independence requirements and was member of the Nominations and Compensation Committee, resigned from his office as Director of the Bank for personal reasons.  

The Board of Directors, which expresses appreciation for the contribution granted by Mr. Minozzi, will meet in order to take any appropriate decision.

Shareholders' right pursuant to Art. 2505 of the Italian Civil Code
 

It is hereby notified that on the 9th July 2012, the Plan of Merger by Incorporation of "Em.Ro. popolare società finanziaria di partecipazioni S.p.A." (hereinafter Em.Ro. or Merged Company) into "Banca popolare dell'Emilia Romagna soc. coop." (hereinafter BPER or Merging Company) was filed with the Business Register of Modena.
This operation represents an incorporation of a fully-owned company, subject to simplified proceedings pursuant to Art. 2505 of the Italian Civil Code. It shall not result in share swaps nor amendments to the Articles of Association of the Merging Company.
In compliance with the current Articles of Association of BPER, the Merger shall be submitted to the Board of Directors of the same Bank for approval.
As to this subject, we inform the Shareholders of the Merging Company that they may request, as provided for by Art. 2505, Par. 3, of the Italian Civil Code, by means of a written request sent to the Bank (“Ufficio Soci" -Shareholders' Dept.-, Via San Carlo 8/20 – 41121 Modena) by and not later than eight days following the date of filing with the Business Register, that the decision on the Merger be referred to the Shareholders' Meeting for approval.
Based on applicable legislation, shareholders applicants must represent at least 5% (n. 5.148) of the whole number of shareholders (n. 102.968).

BANCA POPOLARE DELL’EMILIA ROMAGNA AND BANCO DI SARDEGNA, BANCA POPOLARE DI VICENZA, BANCA POPOLARE DI SONDRIO AND BANCO POPOLARE HAVE FINALIZED THE SALE OF CERTAIN ASSETS / AGREEMENTS OF DEPOSITARY BANK TO ISTITUTO CENTRALE DELLE BANCHE POPOLARI ITALIANE

(Press release prepared pursuant to art. 114 of Legislative Decree 24th February 1998 n. 58)

Modena, Sassari, Vicenza, Sondrio, Verona, 13th July 2012 – Following the press release published on May 11th 2012, Banca popolare dell’Emilia Romagna Soc. Coop. (“BPER”), Banco di Sardegna S.p.A. (together with BPER “BPER Group”), Banca Popolare di Vicenza S.C.P.A., Banca Popolare di Sondrio S.C.P.A. and Banco Popolare Soc. Coop., announce that today – following Istituto Centrale delle Banche Popolari Italiane S.p.A. (“ICBPI”) obtaining of the necessary authorizations from the competent authorities and the exhaustion of the procedures required by law – together with ICBPI have finalized the sale of certain assets / agreements of depositary bank related to the mutual funds managed and / or promoted by Arca SGR S.p.A. and also related to other clients for the BPER Group.


 

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

Incorporation of "Meliorbanca S.p.A.": shareholders' right pursuant to Art. 2505 of the Italian Civil Code.

Modena 19 July 2012 - It is hereby notified that on 18 July 2012, the Plan of Merger by Incorporation of Meliorbanca S.p.A. (hereinafter also “Merged Company”) into Banca popolare dell'Emilia Romagna soc. coop. (hereinafter “BPER” or “Merging Company”) was filed with the Business Register of Modena.
This operation represents an incorporation of a fully-owned company, subject to simplified proceedings pursuant to Art. 2505 of the Italian civil code. It shall not result in share swaps nor amendments to the Articles of Association of the Merging Company.
In compliance with the current Articles of Association of BPER, the Merger shall be submitted to the Board of Directors of the same Bank for approval.
As to this subject, we inform the Shareholders of the Merging Company that they may request, as provided for by Art. 2505, Par. 3, of the Italian Civil Code, by means of a written request sent to the Bank (“Ufficio Soci" - Shareholders' Dept - Via San Carlo 8/20 – 41121 Modena), by and not later than eight days following the date of filing with the Business Register, that the decision on the Merger be referred to the Shareholders' Meeting for approval.
Based on applicable legislation, this right may be exercised by the shareholders representing at least 5% (5.148) of the whole number of shareholders (102.968).
Filing of deeds pursuant to Art. 2501 septies of the Italian Civil Code
It is hereby notified that a copy of the deeds pertaining to the Merger by Incorporation of "Meliorbanca S.p.A." was filed today at BPER headquarters in Modena, at Via San Carlo, 8/20 pursuant to Art. 2501 septies of the Italian Civil Code.
BPER Shareholders may view the deeds and obtain a free copy.
This documentation will remain filed for thirty days prior to the aforementioned decision and until the same is enforced. The said documentation is furthermore published on the website www.bper.it.

BPER: communication following the news recently published on some information media

 

Modena – July 19th 2012. Following the latest news published on some information media, about the resignation of Mr Romano Minozzi, who possesses the independence requirements provided for by law, from his office as Director of the Bank's Board, and the inferences and inaccuracies which went along the publication of this piece of news, Banca popolare dell'Emilia Romagna, also on request of Consob, wishes to specify the following.

The resignation, submitted on July 5th 2012, were motivated with personal reasons, without reference either to the office held or the activities of the Board of Directors.

The Board of Directors of the Bank, which met on July 17th 2012, limited its task to the due acknowledged the said resignation, which came immediately into effect as of the date of submittal, pursuant to Art. 2385, subsection 1 of the Italian Civil Code, and reserved the right to take any additional decision, as may be required, to substitute Mr Minozzi.

Accordingly, the Bank's Board of Directors is currently composed of 18 members. Among these Directors, the following ones are vested with special offices: The Chairman of the Board of Directors, Mr Ettore Caselli, the 2 Vice Chairmen, Mr Alberto Marri and Mr Piero Ferrari, as well as the Managing Director, Mr Luigi Odorici (who is also the General Director). The Board of Directors, within the scope of its functions and operations, as dictated by its consolidated practice (confirmed in the last months as well), took the decisions with the unanimous approval of its members.

Finally, it should be noted that the Bank's Board of Directors is currently examining possible measures to be taken as regards corporate governance, with the specific purpose of assuring that its development is in line and consistent with the prescriptions and instructions provided by the Authorities and it is also aligned with the best market standards. Any amendment proposals concerning the Articles of Association which may be approved by the Bank's Board of Directors shall be promptly notified to the market.

The Board of Directors of Banca popolare dell’Emilia Romagna, which met at today's date, decided to co-opt a new Director, to substitute Mr Romano Minozzi who resigned from his office, during the Board Meeting which shall be held on August 28th 2012.
 

On that date, the Appointments and Remuneration Committee of the Bank shall express its opinion on the candidates to be submitted to the Board of Directors for approval, pursuant to applicable internal regulations.
 

During today's meeting no decisions were taken in relation to possible amendments to the Articles of Association currently in force.

Banca popolare dell’Emilia Romagna: Standard & Poor’s revised the long-term and short-term ratings to “BB+/B” from “BBB/A-2” with outlook “negative” because of an increased risk in the Italian economy

Modena – August 4th 2012. Banca popolare dell’Emilia Romagna informs that on August 3rd 2012, the rating agency Standard & Poor’s has revised the Bank’s “long-term” and “short-term” ratings to “BB+/B” from “BBB/A-2“ with outlook “negative”.


The rating action reflects Standard and Poor’s view that BPER’s financial profile is negatively affected by an increased risk in the Italian economy. Furthermore, the rating agency affirms that,  with Italy facing a potentially deeper and more prolonged recession that it has originally anticipated, Italian banks’ vulnerability to credit risk in the economy is rising.
 

The original text of the press release published by Standard & Poor’s is available on the rating agency’s web site (www.standardandpoors.com).

Banca popolare dell’Emilia Romagna: Fitch Ratings affirms the Bank’s long and short term ratings respectively to “BBB” and “F3” with outlook “negative” .

Modena – August 28th 2012. Banca popolare dell’Emilia Romagna informs that today, the rating agency Fitch has affirmed the Bank’s long-term rating to “BBB” and the short-term rating to “F3” with outlook “negative”.

BPER’s ratings have been affirmed because Fitch considers the bank’s operating performance, capitalisation and funding structure relatively resilient in the current economic downturn. BPER’s pre-impairment operating profitability has remained adequate and Fitch expects the bank to generate sufficient earnings to cover rising loan impairment charges given the assumption that the bank’s asset quality is weak and will deteriorate further given the weak economic performance in Italy. BPER’s ratings would come under pressure in case of a sharper than expected deterioration in asset quality, bank’s ability to generate earnings deteriorated materially or bank failed to maintain its capitalization.

At the same time, Fitch has affirmed Meliorbanca’s “Long-term” and “Short-term” rating respectively to “BBB” and “F3” with Outlook “negative”.

The original text of the press release published by Fitch is available on the rating agency’s web site (www.fitchratings.com).

Consolidated 1st half 2012 results approved
 

Net profit of € 77.2 million
 

Net interest and other banking income of € 1,084.1 million, an increase of 4.2%, helped by the positive result of core revenues and financial activities
 

Significant reduction in operating costs as a result of incisive policies of cost containment
 

Growth in loans (+0.7% since the beginning of the year) confirming the BPER Group's commitment to provide customers in the areas served with financial support despite the recession
 

Further improvement in capital solidity, with a Core Tier 1 ratio of 8.07%

- Net profit for the first half of € 77.2 million (-19.6% y/y) and Net profit for the period pertaining to the Parent Company of € 82.8 million (+3.3% y/y). Considering the proforma figures1, the results for the period have improved significantly, coming in at € 107.6 million (+12%) and € 108.7 million (+35.8%) respectively

-  Growth in core revenues (+1.9%): net interest income has held up well (+1% y/y), with a significant increase in net commission income (+3.7% y/y)

-  Operating result of € 789 million (-8.2% y/y) penalised by the remarkable increase in loan adjustments due to the deterioration in the economic crisis and the consequences of the earthquake that struck Emilia Romagna in May

- Operating costs down by 2.4% y/y thanks to effective policies of cost management and containment. Cost/income ratio of 58.1%, a significant decrease from 62% in the first half of 2011

The Board of Directors of Banca popolare dell’Emilia Romagna met today and unanimously decided to co-opt Prof. Elisabetta Gualandri onto the Board. 
Prof. Gualandri was born in Modena, graduated in Economics and Commerce from Modena University, with a master's degree in Financial Economics from the University College of North Wales and is a Registered Auditor. 
She is Professor of Economics of Financial Intermediaries at the University of Modena and is the author of numerous studies and publications on management issues and the regulations governing financial intermediaries. 
She is currently Standing Auditor at Banca d’Italia and is a member of the Board of Directors and Chairman of the Audit Committee of IGD – Immobiliare Grande Distribuzione (an Italian Real Estate Investment Trust listed in the Star segment of the Stock Exchange). 
Having received notice of her appointment by the Chairman of the Board of Directors, Prof. Gualandri informed him of her intention to accept the assignment and to resign from her position in Banca d’Italia. 
The curriculum vitae of the new Director will be available on the website www.bper.it. 
Prof. Gualandri meets the independence requirements under current law.

Modena – 29 August 2012. Banca popolare dell’Emilia Romagna announces that the set of charts to support the presentation of consolidated half year results as of June 30, 2012 is avaible in the Investor Relations section of the web sites of the Company (www.bper.it) and of the BPER Group (www.gruppobper.it).
The presentation will be illustrated by the Chief Executive Officer Mr. Luigi Odorici, via conference call,  today 29 August at 11.00 am (CET) – 10.00 am (GTM).

Banca popolare dell’Emilia Romagna would like to announce that on 3 September 2012 it filed with Consob, after approval communicated by letter no. 12071032 of 29 August 2012, the First Supplement to the Registration Document and the First Supplement to each of the Base Prospectuses relating to the offering programmes for the following financial instruments:
 

"Banca popolare dell’Emilia Romagna soc. coop. fixed rate bonds";
"Banca popolare dell’Emilia Romagna soc. coop. floating rate bonds (or floating rate with cap and/or floor)";

"Banca popolare dell’Emilia Romagna soc. coop. zero coupon bonds";
"Banca popolare dell’Emilia Romagna soc. coop. step up/step down (or step up/step down callable) bonds";
 

deposited with Consob on 19 June 2012 following approval communicated by letter no. 12050587 of 13 June 2012.
Please note that, pursuant to art. 95-bis, paragraph 2, of Legislative Decree 58/1998, investors who have already agreed to subscribe to the financial instruments referred to in the Base Prospectuses now being supplemented, in respect of offerings in progress at the date of publication of the above Supplements, have the right to withdraw their subscription within two working days from the date of publication (i.e. through 6 September 2012).
The First Supplement to the Registration Document and the above mentioned Supplements to the Base Prospectuses are available to the public, free of charge, from the Issuer's Head Office in Via San Carlo 8/20, Modena, and at all branches of Bank; the documentation is also available on the website www.bper.it

BANCA POPOLARE DELL’EMILIA ROMAGNA AND FONDAZIONE CASSA DI RISPARMIO DI BRA HAVE SIGNED A “SALE AND PURCHASE AGREEMENT” WHICH COULD LEAD TO CASSA DI RISPARMIO DI BRA JOINING THE BPER GROUP
 

Based on the" Memorandum of Understanding" of April 2, "Banca popolare dell’Emilia Romagna Soc. Coop." ("BPER") and" Fondazione Cassa di Risparmio di Bra" (the "Fondazione"), today signed a "sale and purchase agreement", which will take effective once the necessary approvals from the competent authorities have been obtained and the procedures required by law have been completed.

The agreement provides for the purchase by BPER of 35.98% of the share capital of Cassa di Risparmio di Bra (the "Cassa") held by the Fondazione for approximately Euro 23.9 million, which will give BPER a 67.00% controlling interest, compared with the 31.02% currently held.

The agreement provides that, once the shares have been transferred, BPER and the Fondazione will strengthen the capital base of the Cassa by subscribing an increase in capital on a pro-rata basis in order to boost its growth and development in the Piedmont Region.

APPROVAL, FOLLOWING THE PERIODIC REVISION, OF THE ORDINARY LINES OF CREDIT GRANTED TO EMILIA ROMAGNA FACTOR SPA (RELATED PARTY) THE AMOUNT OF WHICH EXCEEDS THE THRESHOLD OF SIGNIFICANCE ESTABLISHED BY THE BANK PROCEDURE PURSUANT TO ART. 4 OF CONSOB REGULATIONS NO. 17221 CONCERNING TRANSACTIONS WITH RELATED PARTIES

On September 18th 2012 and with the favourable opinion of the Related Party Committee, the Board of Directors of Banca popolare dell’Emilia Romagna approved the operation confirming, following the related periodic revision, the ordinary lines of credit granted to Emilia Romagna Factor Spa (a Company belonging to Banca popolare dell'Emilia Romagna Banking Group) for a total amount of 1,337,479,765.00 Euros.

The relative information document, prepared in accordance with Art. 5 of Consob Regulations No. 17221 is available to the public at the Bank's headquarters, at the market management company and is also published on the Bank's website (www.bper.it).

Banca popolare dell’Emilia Romagna società cooperativa (the ’”Issuer”) informs that on October 3rd 2012, following the Notice of Approval no. 12077298 and no. 12077295 dated September 27th 2012, the Bank filed with Consob the Basic Prospectuses relating to the programmes offering the below listed financial instruments:
 

"Banca Popolare dell’Emilia Romagna soc. coop. structured bonds, linked to the performance of equity, indices (i.e. equity, commodities, inflation, bond indices), commodities and futures on commodities, currencies";
 

“Banca popolare dell’Emilia Romagna soc. coop. Lower Tier II fixed-rate bonds” and “Banca popolare dell’Emilia Romagna soc. coop. Lower Tier II variable-rate bonds”;
 

“Banca popolare dell’Emilia Romagna soc. coop. fixed-rate bonds with allocation of a par value percentage for the benefit of non-profit, socially useful organizations (ONLUS), bodies, establishments, associations and other non-profit subjects pursuing social utility purposes”
 

The aforementioned documents are available to the public for free consultation at the General Management and Operations Department offices of the Issuer  in Modena, Via San Carlo, 8/20 and at all Bank branches; the same documents may also be consulted on the Issuer's Internet site at  www.bper.it.

Upon issuing each Loan, Banca popolare dell’Emilia Romagna soc. coop. will prepare the Final Terms and Conditions describing the characteristics of the Bonds, which shall be disclosed the day before the Offer starting date via publication on the website of the Issuer, www.bper.it.

START OF EXCLUSIVE NEGOTIATIONS FOR THE SALE OF ARCA IMPRESA GESTIONI SGR
 

Today "Banca popolare dell’Emilia Romagna Soc. Coop." ("BPER") formalised the start of a period of exclusive negotiations with "Iniziativa Gestione Investimenti SGR S.p.A." ("IGI") to find common ground for the sale of 100% of "Arca Impresa Gestioni SGR S.p.A." ("AIG").   
 

AIG is the BPER Group's asset management company, which focuses on the promotion and management of closed-end private equity funds. AIG currently manages four funds, two of which are at the investment stage (with a total commitment of € 93,25 million), while two have nearly completed divestment (with a total NAV at 30 June 2012 of € 24,5 million).


IGI is an asset management company, owned by Giorgio and Matteo Cirla together with Enrico Palandri and Paolo Merlano, which has made upwards of 50 investments since 1998 for a total of more than € 300 million. IGI SGR currently manages three funds raised from Italian and foreign institutional investors, investing in majority or minority stakes in the development capital of Italian companies. In this, it works alongside successful entrepreneurs in the process of management development, geographical expansion and the search for acquisition opportunities.
 

This decision was taken by BPER following an analysis of a number of binding offers received from sector operators, which were assessed in terms of their industrial content, as well as their financial and economic profiles, also in the interests of AIG's fundholders. If these negotiations have a positive outcome, BPER and IGI will sign an agreement, completion of which will be subject to regulatory approvals.

Extract of the Shareholders' Agreement signed on 26.10.2012, notified Consob pursuant to art. 122 of Legislative Decree no. 58 of 24.2.1998 and Articles 127 et seq. of Consob Resolution no. 11971/1999, concerning shares of
 

BANCO DI SARDEGNA S.P.A.
 

Pursuant to and for the purposes referred to in Article 122 of Legislative Decree No. 58 of 24 February 1998 and Articles 127 et seq. of the Regulation adopted by Consob Resolution No. 11971 of 14 May 1999, notice is hereby given that on 26.10.2012 Fondazione Banco di Sardegna ("Fondazione") and Banca popolare dell'Emilia Romagna Soc. Coop. ("Bper") signed a Shareholders' Agreement (the '"Agreement") which replaces a similar agreement regarding the shares of Banco di Sardegna S.p.A. ("Banco"), signed on 30 March 2001 and subsequently renewed with amendments. The previous agreement, which lasted until 30 March 2013, was resolved with the joint consensus of Fondazione and Bper at the same time that they signed the new agreement that replaces it.
 

Here attached the complete document

RESTRUCTURING, FOLLOWING THE PERIODIC REVISION, OF THE CREDIT LINE GRANTED TO RELEASE S.P.A. (A RELATED PARTY), WHICH EXCEEDS THE RELEVANCE THRESHOLD ESTABLISHED BY THE BANK IN THE PROCEDURE UNDER ART. 4 OF CONSOB REGULATION 17221 ON RELATED-PARTY TRANSACTIONS.

 

On 30 October 2012, during a periodic review, the Board of Directors of Banca popolare dell’Emilia Romagna società cooperativa approved the restructuring of the credit limit granted to Release S.p.A., for the same amount of Euro 370,000,000.00.
The related disclosure document, prepared in accordance with art. 5 of Consob Regulation 17221, has been made available to the public at the Bank's head office and at the stock market management company, and has also been published on the Bank's website (www.bper.it).

Notice of publication of the decision on the approval of the merger of Meliorbanca into BPER
 

We wish to notify that the Board of Directors of Banca popolare dell’Emilia Romagna s.c. (“BPER”) and of Meliorbanca S.p.A. approved, on 9 and 15 October 2012 respectively, the merger by incorporation of Meliorbanca S.p.A. into BPER. The relative decisions, recorded in the public deed prepared pursuant to Art. 2505 of the Italian Civil Code, subsection 2, are published on the internet site www.bper.it - Investor Relations section, and are also available to the public for consultation at the Bank's Headquarters.

Total consolidated net profit of € 138 million
 

Net interest and other banking income up by 4.2%, bolstered by the positive trend in core revenues and financial activities
 

Significant decrease in costs as a result of structural measures to raise operating cost efficiency
 

Further improvement in capital solidity, with a Core Tier 1 ratio of 8.29%   
 

• Consolidated net profit for the first 9 months of € 138 million (-16.2% y/y); Parent Bank's net profit of € 141.7 million (+1.8% y/y). Considering the pro-forma figures , the results for the period improve considerably, coming in at € 168.5 million (+2.3%) and € 167.8 million (+20.5%) respectively

• Net interest and other banking income of € 1,612.8 million, an increase of 4.2% compared with the same period of 2011: net interest income is substantially stable (-0.80%) despite the sharp decline in short-term market interest rates, whereas net commission income has grown significantly (+2.8%) and the net contribution from financial activities is positive

• Operating result of € 1,189.2 million (-7.2% y/y), penalised by a significant increase in loan loss provisions, even though they are down on the previous quarter due to the continuing economic crisis and the consequences of the earthquake that struck Emilia Romagna in May

• Operating costs down (-3.3% y/y) as a result of effective policies to hold down costs on a structural basis. Cost/income ratio down to 56.6%, a significant decrease from 61% in the first nine months of 2011

• Slight growth in loans (+0.4% YTD) despite the difficult economic situation

• Continued efforts to rationalise the Group, in line with the objectives of the Business Plan: the absorption of Meliorbanca by the Parent Bank has been approved and various measures have been taken to simplify non-core companies and activities



Here attached the complete press release

Presentation of consolidated quarterly results as of September 30, 2012
 

Banca popolare dell’Emilia Romagna announces that the set of charts to support the presentation of consolidated quarterly results as of September 30, 2012 is avaible in the Investor Relations section of the web sites of the Company (www.bper.it) and of the BPER Group (www.gruppobper.it).
The presentation will be illustrated by the CEO Mr. Luigi Odorici and by the CFO Mr. Alessandro Vandelli, via conference call, today 14 November at 11.00 am (CET) – 10.00 am (GMT).

At today's meeting, the Board of Directors of Banca popolare dell'Emilia Romagna unanimously approved the appointment of Fabrizio Togni as the Bank's General Manager. The appointment will take effect from 1 January 2013.
 

Fabrizio Togni takes over as General Manager from Luigi Odorici, who continues as the Bank's Chief Executive Officer.
 

Mr. Togni joined what was then the Banca Popolare di Modena in 1976; he subsequently assumed positions of increasing responsibility, first in the Banca popolare dell'Emilia Romagna and then in various banks of the BPER Group. He has been General Manager of Banca di Sassari, Cassa di Risparmio di Vignola and Banca Popolare di Ravenna and was appointed Deputy General Manager of BPER from 1 January this year. He also sits on the Boards of Directors of various subsidiaries and associated companies on behalf of the Bank. He is currently the Chairman of COBAPO, the Consortium of Cooperative Banks.

Following on the Press release of October 24th, 2012, which provided an information notice concerning a period of exclusive negotiations with “Iniziativa Gestione Investimenti SGR S.p.A.” (“IGI”), aimed at finding possible common ground to finalise the sale of 100% of the capital of “Arca Impresa Gestioni SGR S.p.A.” (“AIG”), “Banca popolare dell’Emilia Romagna Soc. Coop.” announces that on December 6th, 2012 it signed an agreement to sell IGI the entire share capital of subsidiary AIG.
 

The completion of the transaction will be subject to the authorisations required by law.
 

AIG is an asset management company specialising in the promotion and management of closed-end private equity funds. AIG currently manages four funds, two of which are at the investment stage (with a total commitment of € 93.25 million) and two which have nearly completed divestment (with a total NAV of € 24.5 million at June 30, 2012).
 

IGI is an asset management company owned by Giorgio and Matteo Cirla along with Enrico Palandri and Paolo Merlano, which has made upwards of 50 investments since 1998 for a total of over € 300 million. IGI SGR currently manages three funds raised from Italian and foreign investors, investing in majority and minority stakes, in development capital of Italian companies, and working alongside successful businesses in the processes of managerial development, geographical expansion and the search for acquisition opportunities.

We wish to notify that the Deed of Merger by Incorporation of Meliorbanca S.p.A. into Banca popolare dell’Emilia Romagna s.c., signed on the 16th of November 2012 and filed with the Business Register of Milan on the 22nd of November and Modena on the 26th of November, is published on the internet site www.bper.it - Investor Relations section – Principali operazioni.

Modena – December 18, 2012. We inform that today Director Alessandro Fagioli, member of the Executive Committee, resigned from his office as Director of the Bank due to personal reasons.  
The Board of Directors, which expresses appreciation for the contribution granted by Mr. Fagioli, will take, in the next future, any appropriate decision.

Merger of Cassa di Risparmio della Provincia dell’Aquila S.p.A., Banca Popolare di Lanciano e Sulmona S.p.A. and Banca Popolare di Aprilia S.p.A. with Banca popolare dell’Emilia Romagna s.c.

Modena – 11 January 2013. On 11 January 2013, the Board of Directors of Banca popolare dell’Emilia Romagna s.c. (hereafter “BPER” or “the Merging Company”) and the Boards of Directors of Cassa di Risparmio della Provincia dell’Aquila S.p.A. (CARISPAQ), Banca Popolare di Lanciano e Sulmona S.p.A. (BPLS), Banca Popolare di Aprilia S.p.A. (BPA) approved a plan for the merger of CARISPAQ, BPLS and BPA (hereafter the "Companies being merged") with BPER.
The merger is one of the activities mentioned in the BPER Group Business Plan 2012-2014 designed to simplify and streamline the organisational and governance structure of the Group, as well as optimise and enhance resources and reduce operating costs. Note that it is subject to prior authorisation by the Bank of Italy pursuant to art. 57 of Legislative Decree 385/93.
The merger will take place in a simplified form in accordance with art. 2505-bis of the Italian Civil Code, as the Merging Company holds more than 90% of the share capital of the Companies being merged.
With the assistance of independent advisors, the Boards of Directors of the companies involved in the merger have decided on the following exchange ratio, without any balancing payments in cash:
- 1,01 BPER ordinary shares for each CARISPAQ ordinary share;
- 1,76 BPER ordinary shares for each BPLS ordinary share;
- 8,76 BPER ordinary shares for each BPA ordinary share;
Pursuant to art. 2505-bis of the Italian Civil Code, the shareholders of the Companies being merged, other than BPER, will have the right to sell their shares to the Merging Company for an amount calculated in the same way as for a withdrawal.
As the merger implicitly involves a heterogeneous transformation of the Companies being merged and a change in the voting rights and holdings, the shareholders of the various Companies, other than BPER, who have not agreed to the merger resolution, have the right of withdrawal for all or part of the shares that they hold, pursuant to art. 2437 et seq. of the Italian Civil Code. The liquidation value of the shares has been determined by the Boards of Directors of the Companies being merged, with the approval of their Boards of Statutory Auditors and Independent Auditors, as follows: € 8,90 for each CARISPAQ ordinary share; € 13,20 for each BPLS ordinary share; € 58,60 for each BPA ordinary share.
These amounts have been agreed upon as the figure to be paid to the shareholders of the Companies being merged if they exercise their put option pursuant to art. 2505-bis of the Italian Civil Code.

Modena – 11 January 2013. The Board of Directors of Banca popolare dell’Emilia Romagna met today and unanimously decided to co-opt Mr. Pietro Ferrari onto the Board.

Mr. Ferrari was born in Modena and graduated in Civil and Construction Engineering at Bologna University.
In 1982 he began working in the family firm named “Ing. Ferrari Spa” as sole administrator and in 1990 he became managing director. He performs several corporate charges and he has been the Chairman of Confindustria of Modena since June, 2008.

Having received notice of his appointment by the Chairman of the Board of Directors, Mr. Ferrari informed him of his intention to accept the assignment.

The curriculum vitae of the new Director will be available on the website www.bper.it.

Mr. Ferrari meets the independence requirements under current law.

TO THE OWNERS OF BONDS CONVERTIBLE INTO SHARES AS PER SUBORDINATED CONVERTIBLE DEBENTURE, BANCA POPOLARE DELL’EMILIA ROMAGNA 2.75% 2001-2013 - ISIN IT0003100325 -
 

We wish to inform the owners of convertible bonds relating to the “Subordinated convertible debenture, Banca popolare dell’Emilia Romagna 2.75%, 2001- 2013 ISIN Code IT0003100325” (hereinafter “POCS”) that the  Boards of Directors of Banca popolare dell’Emilia Romagna soc. coop. (hereinafter “BPER”) Cassa di Risparmio della Provincia dell’Aquila S.p.A. (hereinafter “CARISPAQ”), Banca Popolare di Lanciano e Sulmona S.p.A. (hereinafter “BPLS”) and Banca Popolare di Aprilia S.p.A. (hereinafter “BPA”) approved the plan for the merger by incorporation of CARISPAQ, BPLS and BPA into BPER.
The mergers provided for in the aforementioned plan shall be implemented in simplified forms, pursuant to Art. 2505 – bis of the Italian Civil Code, as amended by Legislative Decree 21.06.2012, No. 123.
The owners of convertible bonds, as provided for in the POCS, shall be entitled to advanced bond conversion, pursuant to Art. 2503–bis subsection 2 of the Italian Civil Code, within 30 (thirty) days as of the date of publication of this Notice, without prejudice to the faculty of conversion according to the original Regulations governing the loan.
The merger is subject to prior authorisation of the Bank of Italy, pursuant to Art. 57 of Leg. Decree No. 385/93.

Corporate events calendar – fiscal year 2013

With reference to the information requirements provided for by Art. 2.6.2 of "Regolamento Borsa Italiana" (Rules governing the Italian Stock Exchange), Banca popolare dell'Emilia Romagna discloses its corporate events calendar for the current year, as specified below:

• 12th March 2013 - Meeting of the Board of Directors for the approval of the draft annual report and of the consolidated annual report for the fiscal year 2012;
• during the time period between 4th March and 19th March 2013 - Meeting of the Board of Directors for calling the Shareholders’ Meeting, which shall be presumably held during the time period between 19th April and 27th April 2013;
• 14th May 2013 - Meeting of the Board of Directors for the approval of the interim report at 31st March 2013;
• 27th August 2013 - Meeting of the Board of Directors for the approval of the half-yearly report of 2013;
• 12th November 2013 - Meeting of the Board of Directors for the approval of the interim report at 30th September 2013.

Pursuant to current regulations, dividends, if any, shall be paid after the actual date of the Shareholders’ Meeting held to approve the annual report, within the time period indicated above, therefore in May 2013.

Any accounting data shall be presented to financial analysts approximately on the first working day following the above mentioned approvals by the Board of Directors.

Derogation regarding the publication of information documents for extraordinary operations pursuant to articles 70, subsection 8 and 71 subsection 1-bis of the Consob Issuer Regulations.
 

It is hereby notified that the Board of Directors of Banca popolare dell’Emilia Romagna has decided to observe - as of today's date - the opt-out policy pursuant to articles 70, subsections 8 and 71, subsection 1-bis, of the Issuer Regulations, as amended by Consob's Resolution no. 18079 of 20th January 2012. Accordingly, Banca popolare dell’Emilia Romagna shall exercise the faculty to waive the obligation to publish information documents provided for in the event of extraordinary and major operations involving mergers, spin-offs, share capital increase by means of the conferral of assets in kind, acquisitions and transfers.

It is hereby notified that during today's meeting, the Board of Directors of Banca popolare dell’Emilia Romagna acknowledged the order issued by the Court of Appeal of Bologna whereby, on 23rd January 2013, the same Court rejected the application submitted to suspend the enforceability of the disciplinary measure decided by Consob (decision No.  17777 of 11th May 2011), concerning the residual and accessory sanctions applicable in relation to Mr Luigi Cremonini.  Therefore, he shall be suspended from his office as Director for a period of forty-eight days.

At today's meeting, the Board of Directors of Banca popolare dell’Emilia Romagna approved a draft of amendments to the Articles of Association to be submitted to the annual Shareholders' Meeting, which will presumably be held in April.

The new wording is, for the most part, needed to reflect regulatory changes in the Articles of Association including, above all, the provision on gender balance in the composition of corporate bodies introduced into Legislative Decree 58 of 24 February 1998 (CFA) by Law 120 of 12 July 2011.

The proposed amendments also envisage the introduction of certain refinements and changes, mostly of a formal nature, with the scope to improving organisational efficiency and the clarity and precision of the Articles of Association.

The draft amendments to the Articles of Association, as approved by the Board of Directors, will be submitted to the supervisory assessment of the Bank of Italy in accordance with current regulations.

Obtained the necessary approvals from the competent Authorities “Banca popolare dell’Emilia Romagna Soc. Coop.” (“BPER”) and “Fondazione Cassa di Risparmio di Bra” (the “Fondazione”), today implemented the “Share purchase/sale agreement” signed on 20th September 2012 regarding the sale of 35.98% of Cassa di Risparmio di Bra (the “Cassa”) by the Fondazione to BPER, for a total amount of around Euro 23.9 million.
As a result, BPER now has a 67.00% controlling interest in the share capital of the Cassa (the pre-deal stake was 31.02%).
As soon as possible, BPER and the Fondazione will strengthen the capital base of the Cassa by subscribing a capital increase on a pro-rata basis, in order to boost its growth and expansion in the Piedmont Region.

Quali-quantitative composition of the Board in view of the partial replacement of the Board of Directors and announcement of the dates of Shareholders’ Meeting 2013
 

The Bank's Board of Directors, during the meeting held today, completed an analysis aimed at pre-emptively identifying the quali-quantitative composition of the Board of Directors, which is to be considered the optimal composition in relation to the correct and most effective performance of the Board tasks and duties, as provided for by the provision issued by Banca d'Italia on January 11th 2012 on this subject (the "Provision").
 

The analysis, published on the Bank's website www.bper.it – Corporate Governance section - Corporate bodies - Shareholders’ Meeting 2013 -, highlights the theoretical profile that all persons wishing to hold office as Director should meet and feature, as established by the self-assessment process implemented by the Board.
 

This notice is issued considering the need, laid down in the above mentioned Provision, to disclose the results of the said analysis to the Shareholders in due time, so that they may choose the candidates to be appointed as members of the Board of Directors taking into account their professional skills and competence, as required.
 

As known, the Shareholders’ Meeting shall be called for the purpose of appointing, amongst other things, 6 Directors (over a total of 19 Directors making up the Board) for the three-year period 2013-2015.
 

To this end, a help document - providing the operating modalities for submitting the list of Candidates within the scope of the Directors' appointment for the three-year period 2013-2015 - will be available to the public at the Bank's website www.bper.it – Governance Section – Corporate Bodies – Shareholders’ Meeting – Shareholders’ Meeting 2013. The aforementioned document will be available as of Wednesday, February 27th 2013, so as to satisfy both the information duties in relation to the shareholders and the company organizational needs.
 

Finally, we deem it useful to notify, as of today's date, that the Board of Directors of the Bank, while reserving the right to formally call the Meeting at a later date, has identified the following dates for holding the ordinary Shareholders’ Meeting: 19th April 2013 (first call) and 20th April 2013 (second call).

Banca popolare dell'Emilia Romagna hereby notifies that, as a consequence of the changes to the corporate events calendar for the current year, published on 24th January 2013, the Meeting of the Board of Directors to be held for the approval of the draft annual report and of the consolidated annual report for the year 2012, which had been originally scheduled for March 12th 2013, will be held on March 13th 2013.

The accounting data shall be presented to financial analysts on the first working day following the above mentioned approval by the Board of Directors.

Any other information provided in the calendar already distributed to the Market remains, for the time being, unchanged.

NOTICE TO SHAREHOLDERS
 

Merger of Cassa di Risparmio dell’Aquila S.p.A. (“Carispaq”),  Banca Popolare di Lanciano e Sulmona S.p.A. (“BPLS”) and Banca Popolare di Aprilia S.p.A. (“BPA”) with Banca popolare dell’Emilia Romagna soc. coop.” (“BPER”).
 

Documents filed pursuant to art. 2501-septies of the Italian Civil Code.
 

Please be informed that we have today filed copies of the documents related to the simplified procedure for the merger of "Carispaq", "BPLS" and "BPA" with BPER, pursuant to art. 2505-bis of the Civil Code at the Bank's head office in Via San Carlo 8/20, Modena.
Shareholders can view them and ask for a free copy.  
This documentation will remain available for thirty days prior to the merger resolution and until it has been adopted. It has also been published on the Bank's website (www.bper.it).
 

Right of BPER Shareholders as per art. 2505-bis, paragraph 3 of the Civil Code.
 

We would also like to inform you that on 08.03.2013, the Draft Merger Plan for the absorption of "Carispaq", "BPLS" and "BPA" (hereinafter also the Companies Being Merged) by BPER (hereinafter also the Merging Company) was registered with the Modena Companies Register.
This transaction is subject to the simplified procedure under art. 2505-bis of the Civil Code and will be submitted for the approval of the Board of Directors in accordance with the current articles of association of BPER.
In this regard, we would inform the shareholders of the Merging Company that they have the right to ask for the merger resolution to be dealt with by the Shareholders' Meeting, pursuant to art. 2505-bis, paragraph 3 of the Civil Code, as referred to in art. 2505 paragraph 3 of the Civil Code, by sending a written request to the Shareholders' Office, Via San Carlo 8/20, Modena, within eight days of receiving this notice.
Under current provisions, the resolution would be legitimate if passed by shareholders representing at least 5% (5,235) of their total number (104,718).

BPER GROUP: Press release pursuant to Art. 84-bis of Consob Regulations No. 11971/1999 and to Art. 114 of Legislative Decree February 24th 1998 No. 58
 

Information notice concerning the approval by the Board of Directors of Banca popolare dell'Emilia Romagna (hereinafter BPER) of remuneration schemes based on financial instruments subject to the approval of the next Shareholders’ Meeting, for the implementation of the remuneration policies of BPER Group for the year 2013 to be approved by the Shareholders’ Meeting.

Here attached the complete press release

Draft separate and consolidated financial statements for the year ended 31 December 2012 approved

• The overall consolidated net result of the period negative for € 32.6 million, which falls to € 11.3 million after minority interests.

• The result is influenced by high loan loss provisions following the application of an extremely prudent valuation approach with a view to significantly raising the coverage of doubtful loans.

• The Group's financial solidity is confirmed with a Core Tier 1 ratio of 8.27%, low leverage and a good liquidity position.

• Core revenues have held up well with a good result from financial activities.

• Costs are well down (-3%) as a result of structural action to improve efficiency.

 Net interest and other banking income of € 2,154.9 million, an increase of 2.6% on the end of 2011: net interest income has remained reasonably stable (-1.6%) despite the sharp fall in short-term market interest rates, whereas net commissions have increased significantly (+2%) and the net result from financial activities is positive

 Operating profit of € 1,182.9 million (-32.4% year-on-year) penalised by a significant increase in loan adjustments due to the continuing economic crisis  

 Overall cost of credit for the year amounted to 199 bps compared with 71 bps in 2011

 Significant increase in the coverage of overall doubtful loans to 36.8% and of non-performing loans to 54.9% (33.8% and 52.8% respectively at the end of 2011)

 Operating costs down by 3% on 2011 thanks to effective cost management and containment policies Cost/income ratio of 56.0%, a considerable decrease from 59.1% the previous year

 Continuation of the rationalization and simplification of the Group, in line with the objectives of the Business Plan, including the merger of Meliorbanca with the Parent Company

Publication of the report explaining the amendments to the articles of association
 

BPER would like to announce that the report explaining the amendments to the articles of association (as required by art. 72 of Consob Regulation 11971/1999) is now available at the Bank's head office and in the Governance Section (Corporate Bodies – Shareholders’ Meeting) of its website (www.bper.it).

Mssrs Shareholders are called to the ordinary and extraordinary Shareholders’ Meeting on April 19th 2013 at 9:00 AM in first call at the meeting rooms of "Modena Fiere", in Modena, main entrance in Viale Virgilio, and on Saturday April 20th 2013 in second call at the same time and place, to discuss the following 


AGENDA:


In the Ordinary Shareholders’ Meeting
 

1. presentation of the draft financial statement for the year 2012 and related reports; presentation of the consolidated financial statements; proposal to distribute the net profit; related and consequent resolutions;

2. appointment of six Directors for the three-year period 2013-2015;

3. appointment of a Director for the remainder of the three-year period 2012-2014;

4. determination of the amount of fees payable to the Directors for the year 2013;

5. presentation of the Remuneration Report as per Art. 123-ter of Leg. Decree No. 58 of February 24th 1998, including the remuneration policies for the financial year 2013 of Banca popolare dell’Emilia Romagna Group and the yearly information notice on the implementation of remuneration policies for the financial year 2012; related and consequent resolutions;

6. proposal of a remuneration scheme, as per Art. 114-bis of Leg. Decree No. 58, February 24th 1998  - implementing the remuneration policies for the financial year 2013 of Banca popolare dell’Emilia Romagna Group; related and consequent resolutions;

7. information notice on the internal control policies regarding risk activities and conflicts of interest of related subjects, in implementation of the provisions of Circular letter No.263 of the Bank of Italy.

In the Extraordinary Shareholders’ Meeting
 

1. proposal to change Articles 6, 8, 10, 23, 24, 27, 29, 30, 31, 32, 33, 34, 42, 43, 44, 46, 50 of the Articles of Association and to introduce of a new Article, No. 44-bis and  to number the Articles' subsections; related and consequent resolutions

Pursuant to Art. 143-bis, subsection 1 lett. c) of Consob Regulation no.11971/1999 and of Art. 24, subsection 9 of the Articles of Association, during the Shareholders’ Meeting and without the need to attend in person or by proxy at the meeting venue of "Modena Fiere”, the Shareholders who so desire may exercise a secret ballot on the matters addressed in points 2) and 3) of the Agenda, in the Ordinary Session, by using electronic means, with the formal methods indicated below. For this purpose, the Shareholders may go to the "voting centres" at the rooms specially set up: in Modena, Viale Virgilio 52/i – 52/l; in Avellino, Collina Liguorini, at Centro Direzionale Banca della Campania; in Lamezia Terme (CZ), Zona Industriale – Area ex Sir – Comparto 15, at Fondazione di Ricerca Internazionale Mediterranea Terina. The presence and assistance of clerks will be ensured at the "Voting centres".

Here attached the complete notice.

Publication of documents regarding the items on the Agenda
of the Shareholders’ Meeting to be held on April 19th and 20th 2013
 

BPER would like to announce that the documentation regarding the items on the Agenda (listed below) to be discussed in the next Ordinary Shareholders’ Meeting, are published on the Bank's website www.bper.it – Governance Section – Corporate Bodies – Shareholders’ Meeting:
 

Item 2: appointment of six Directors for the three-year period 2013-2015;
Item 3: appointment of a Director for the remainder of the three-year period 2012-2014;
Item 4: determination of the amount of fees payable to the Directors for the year 2013;
Item 5:presentation of the Remuneration Report as per Art. 123-ter of Leg. Decree No. 58 of February 24th 1998, including the remuneration policies for the financial year 2013 of BPER Group and the yearly information notice on the implementation of remuneration policies for the financial year 2012;
Item 6: proposal of a remuneration scheme, as per Art. 114-bis of Leg. Decree No. 58 of February 24th 1998, implementing the remuneration policies for the financial year 2013 of BPER Group;
Item 7: information notice on the internal control policies regarding risk activities and conflicts of interest of related subjects, in implementation of the provisions of Circular letter No.263 of the Bank of Italy.
 

We wish to remind you that the Report on the amendments to the Articles of Association - item 1 in the Extraordinary Shareholders’ Meeting – is already available on the website, in the Section mentioned above.
The documentation related to item 1 on the Agenda for the Ordinary Shareholders' Meeting –draft financial statement for the year 2012 and related reports, consolidated financial statement – shall be published within the terms provided for by the Law.


 

Following up the previous communications providing information on the stipulation of a contract with “Iniziativa Gestione Investimenti SGR S.p.A.” (“IGI”) for transferring the shareholding - amounting to 100% of the share capital - in “Arca Impresa Gestioni SGR S.p.A.” (“AIG”), “Banca popolare dell’Emilia Romagna Soc. Coop.” notifies that, at today's date, since the suspensive conditions have been met, there including in particular receipt of the required legal authorisations, the aforementioned transaction was executed and the shareholding in AIG was therefore transferred to IGI.

AIG is an asset management company specialising in the promotion and management of closed-end private equity funds. AIG currently manages four funds, two of which are at the investment stage (with a total commitment of € 93.25 million) and two which have nearly completed divestment.

IGI is an asset management company owned by Giorgio and Matteo Cirla along with Enrico Palandri and Paolo Merlano, which has made upwards of 50 investments since 1998 for a total of over € 300 million. IGI SGR currently manages three funds raised from Italian and foreign investors, investing in majority and minority stakes, in development capital of Italian companies, and working alongside successful businesses in the processes of managerial development, geographical expansion and the search for acquisition opportunities.

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Banca popolare dell’Emilia Romagna informs that on 28 March 2013, Fitch Ratings has affirmed Meliorbanca's ratings and subsequently withdrawn them. The withdrawal follows the merger of Meliorbanca into its parent, Banca popolare dell’Emilia Romagna (“BBB/Neg/F3”).

The ratings are being withdrawn because following the merger, the issuer has ceased to exist as a legal entity.

The rating actions are:

Meliorbanca

Long-term Issuer Default Rating (IDR): affirmed at “BBB” with a Negative Outlook; withdrawn

Short-term IDR: affirmed at “F3”; withdrawn

Support Rating: affirmed at “2”; withdrawn

Senior unsecured debt: affirmed at “BBB”; withdrawn

The original text of the press release published by Fitch is available on the rating agency’s web site (www.fitchratings.com).

Implementation of the Framework Agreement of 15 September 2012 between the BPER Group and the Trade Unions verified

Banca popolare dell’Emilia Romagna would like to announce that they have completed the process of verifying, together with the Trade Unions, the Personnel Manoeuvre included in the Group Framework Agreement signed on 15 September 2012 to simplify the Group's organisation and reduce overall operating costs in a structural manner.
The main objective of the agreement was to reduce the workforce by 450 people, through voluntary application to join the redundancy incentive plan and access to the banking sector's Solidarity Fund for income support.
In order to support the generation change, in the event of this limit being exceeded, a plan to hire new staff was also agreed, taking advantage of the opportunities provided by the National Labour Contract.
The number of applications received during the period laid down in the Agreement led to this target figure being exceeded: against higher redundancies, BPER will hire 49 other resources, in addition to the 145 already hired since the beginning of the Business Plan.

Here attached full press release

Following the reorganization of the Board of Directors, by virtue of the appointments made by the Shareholders’ Meeting on last April 20st, the Board of Directors of Banca popolare dell'Emilia Romagna met at today's date and decided to confirm the appointment of Mr Luigi Odorici as Managing Director.

The Board of Directors of BPER, which met on 23 April 2013, approved the merger by absorption of the subsidiaries Cassa di Risparmio dell’Aquila S.p.A., Banca Popolare di Lanciano e Sulmona S.p.A. and Banca Popolare di Aprilia S.p.A., and the related amendments to article 6 of BPER's articles of association (filed with the Modena Companies Register on 24 April 2013).
Please note that the updated text of the articles of association is available to the general public at the head office of BPER, as well as at Borsa Italiana S.p.A., the stock exchange management company, and on the Bank's website www.bper.it in the Governance - Documents Section.

Notice is hereby given that the Board of Directors of Banca popolare dell'Emilia Romagna s.c. ("BPER") on 23 April 2013 approved the merger by incorporation into BPER of Banca popolare di Lanciano e Sulmona S.p.A., Cassa di Risparmio della Provincia dell’Aquila S.p.A. and Banca Popolare di Aprilia S.p.A. after the same decision had been taken by the shareholders of the banks being merged.
The resolution, which is contained in a public deed pursuant to art. 2505 paragraph 2 of the Italian Civil Code, is published on the website www.bper.it - Investor Relations – Principali operazioni, and made available to the public at BPER's head office.

Appraisal of the independence requirements
of the subjects appointed during the Shareholders’ Meeting held on April 20th 2013 and Minutes of the Shareholders’ Meeting

The Board of Directors of the Bank, during today's meeting, assessed that the Directors mentioned below, appointed by the Shareholders’ Meeting held on April 20th 2013, and namely Mrs Daniela Petitto, Lawyer, and Prof. Elisabetta Gualandri, meet the independence requirements provided for by Art. 148 - Par. 3, of the Consolidated Law on Finance (Leg. Decree No. 58/98), as established by art. 147-ter - Par. 4 of the same Consolidated Law.

Furthermore, the Board of Directors acknowledged that the Directors Eng. Pietro Ferrari and Prof. Angelo Tantazzi, who represented their independence when appointed during the Shareholders' Meeting of April 20th, no longer meet the independence requirements as they have been appointed members of the Bank Executive Committee following the Board Decision of April 23rd 2013, and are now therefore non-independent Executive Members.

Finally, we wish to notify that, pursuant to applicable legislation, the Minutes of the Ordinary and Extraordinary Shareholders’ Meeting held on April 20th 2013 are now available at the Bank's Headquarters, at Borsa Italiana S.p.A. and on the Bank website www.bper.it – Governance Section – Corporate Bodies – Shareholders’ Meeting –  as well as on the Group website www.gruppobper.it .

Total consolidated net profit for the period of € 15.4 million
in an economic environment that is still difficult

The Group's financial solidity is confirmed by a Core Tier 1 ratio of 8.20%
(8.33% net of CR Bra, an increase of 6 bps from the end of 2012)

The liquidity position has improved even more and leverage  is still limited
(14.5x versus 14.2x as in December 2012)

Net commission income has held up well, net interest income is down due to the sharp decrease in market interest rates and weak demand for commercial loans

The results of ordinary operations are in any case positive: the difference between net interest and other banking income, net of financial activities, and operating costs is substantially stable compared with the first quarter of 2012

Changes to the share capital

Articles of association filed and published

Notice is hereby given that the text of the Bank's articles of association, updated by resolution of the Shareholders' Meeting of 20 April 2013 and filed with the Modena Companies Register on 14 May 2013, is available to the general public at the head office of BPER, as well as at Borsa Italiana S.p.A. and on the Bank's website www.bper.it in the Governance - Documenti Section.