Credito Valtellinese: Shareholders' Meeting approves the financial statements as at 31.12.2005 and appoints 5 new Directors.
Sondrio, 22 April 2006 - The Credito Valtellinese - parent company of the banking group with the same name - ordinary Shareholders' Meeting was held today with the presence of approximately 1,000 shareholders. The Shareholders' Meeting unanimously approved the financial statements as at 31 December 2005, and renewed the authorisations issued to Directors to carry out operations on own shares. It also a made arrangements for the appointment to review accounts during the 2006-2011 period, and set fees for the Directors for the 2006-2008 three year period. Furthermore, it increased the number of members belonging to the Board of Directors, which went from 14 to 15, reconfirming three of the four outgoing board members and appointing two new Directors. Lastly, an addition was made to the Board of Statutory Auditors with one new member being appointed as Alternate Auditor.
FINANCIAL STATEMENTS AS AT 31.12.2005
The Financial statements of Credito Valtellinese - drafted in accordance with Italian accounting principles (Legislative Decree 87/1992) - show a positive trend in total assets and economic figures. Net results for the period increased by 14.7%, going from € 35.5 million in 2004 to € 41.8 million in 2005.
The Shareholders' Meeting approved € 4.2 million being allocated to the legal reserve and € 5.3 million being allocated to the statutory reserve. The figure allocated to the Charity and Assistance Fund was equal to € 1 million (compared to € 950,000 in 2004), while total dividends to be distributed among shareholders stand at € 31.4 million, an 18.9% increase compared to the previous year. Dividends per share are at € 0.40, unchanged with respect to 2004, but spread over a greater number of shares (+18.9%) which make up the share capital as a result of the conversion of the first tranche of the "Credito Valtellinese 2.8% 2004-2007 convertible" bond loan, which lead to 12,547,831 new shares being issued over the course of the year. The dividend will become payable on May 5 at all authorised intermediaries part of the Monte Titoli centralised administration system, while the dividend registration date is set for May 2.
The Shareholders' Meeting also examined the Group's consolidated financial statements - drafted in compliance with IAS/IFRS international accounting principles - which depict significant growth in all primary economic and financial figures, a tangible result of the management policies applied by all subsidiary companies, whose mission is aimed at achieving the objectives set out in the Strategic Plan as well as maximising consolidated results. Net profits for the financial year for the parent company total € 55.5 million, an 11.1% increase compared to € 50.0 million registered in 2004.
OPERATIONS ON OWN SHARES
The shareholders' Meeting renewed the authorisation issued to the Board of Directors to purchase own shares, as well as to replace or retire them in accordance with Art. 12 of the bylaws and recently amended current legislation.
The proposal, approved by the Shareholders' Meeting, is aimed at encouraging trading in its stock within normal brokerage activities, and provides for operations on own shares being carried out in accordance with the methods and with respect to the limits listed bellow:
- With the exception of the provision set out in paragraph 3, Art. 132 of Legislative Decree 58/98, the purchase and sales of own shares - affecting ordinary Credito Valtellinese shares at a nominal value of € 3 each - must be carried out on markets regulated in accordance with the operation methods established in the organisation and management regulations of the same markets, which do not allow for the direct combination of purchase proposal negotiations and predetermined negotiation proposals to sell;
- these same operations may take place via multiple actions, in the period between the current Meeting and the next Meeting called to approve financial statements for 2006;
- the purchase of own shares is set at a maximum of 4,000,000 shares (on a current total of 78,468,482 shares in circulation) for a maximum total of € 50,000,000.00;
- the overall number of own shares negotiated on a monthly basis may not exceed 25% of the total monthly exchange average in the previous quarter;
- the amount of own shares in portfolio may not exceed 3% (three percent) of the total number of shares constituting the share capital;
- shares must be purchased at a price not above the maximum official price registered on the stock exchange during the session preceding each individual sale, and not below the share's minimum nominal value;
- own shares must be sold at a price not bellow the official price registered on the stock exchange during the session preceding each individual sale;
- upon purchases of own shares, a transfer shall be made from the statutory reserve to a special reserve for treasury shares, whereas, upon sales of own shares, this reserve shall be decreased by the corresponding sum with a transfer to the statutory reserve;
- any retirements of own shares must take place in accordance with the provisions set out in the bylaws and current regulations, employing the reserve for own shares to cover any differences between par value and purchase price;
- apart from the notification requirements before the start of operations, a monthly communication will also be issued to the market on the share purchase programme.
THE ENGAGEMENT TO REVIEW ACCOUNTS
The Shareholders' Meeting also renewed Reconta Ernst & Young S.p.A. engagement to review accounts for the financial statements for the year and the consolidated financial statements belonging to Credito Valtellinese for the 2006-2011 period - in accordance with Art. 159 of Legislative Decree no. 58 dated 24.2.1998 (Singled Text on Financial Brokerage), as modified by Law no. 262 dated 28 December 2005 (Law on the Protection of Savings). The appointment also includes reviewing accounts for quarterly reports, reviews as per Art. 15 paragraph 1 letter a) of the Single Text on Financial Brokerage (keeping regular company accounts and appropriately recording operations in the accounting records) as well as verifying conformity and analysing the Bank's financial statements.
CORPORATE BODIES
The Shareholders' Meeting increased the number of members of the Board of Directors from 14 to 15. Based on the list voting system as provided by Art. 32 of the Bylaws, and the list of nominees regularly deposited at the company's offices, the following were reconfirmed as Directors: Mr. Renato Bartesaghi, Mr. Michele Colombo and Mr. Giovanni Continella, whose mandate expired with the 2005 Meeting. Mr. Gabriele Cogliati - a well-known entrepreneur from Lecce, as well as the founder and Chairman of Elemaster S.p.A., a group active in the electronics market - and Mr. Valter Pasqua - who covered many important roles with increasing responsibilities in research and innovation for the ENI Group and who also carried out qualified managerial and entrepreneurial activities for innovative, high-tech, companies - have become members of the Board of Directors for the parent company.
A heartfelt thank you was given to the outgoing board member, Mr. Francesco Guicciardi, for his many contributions to the development of the group. Mr Guicciardi acted as Director for many years, and was Chairman of Credito Valtellinese from 1992 to 2003.
The shareholders' Meeting then proceeded to increase the number of members of the Board of Statutory Auditors, by nominating Mr. Gabriele Villa - Professor of Business Economics at the Sacro Cuore Catholic University of Milan - as Alternate Auditor.
Lastly, Directors' fees for the 2006-2008 three year period were established at the meeting.
The Chairman, during the course of a discussion at the meeting and in response to a question posed by one of the shareholders, introduced the possibility of an operation to increase capital, whose methods and timings are currently being studied.
The Board of Directors, which met after the Shareholders' Meeting, appointed Mr. Renato Bartesaghi Vice Chairman of the Bank, to work in collaboration with the other Vice Chairman, Mr. Salvatore Vitali. Lastly, the Board of Directors positively appraised the existence of the prerequisites for independence, as established by the corporate governance code, with reference to the two newly appointed Directors.
For further information, contact:
Tiziana Camozzi
Institutional Communication Service and Press Office
Telephone: 02 80637471
Email: camozzi.tiziana@creval.it
Raffaella Premoli
Institutional Communication Service and Press Office
Telephone: 02 80637403
Email: premoli.raffaella@creval.it
