NEWS RELEASE Banco Popolare: co-optation of a Director Lucca, 24 June 2014 – In today’s meeting, held in Lucca, the Board of Directors of Banco Popolare has decided to appoint by cooptation lawyer Cesare Zonca, as a Director of the Board, pursuant to art. 2386 of the Civil Code and of art. 29.11 of the Articles of Association, to replace Mr. Enrico Fusi, who tendered his resignation on 11 June last. Mr. Zonca will fill the position until the next Shareholders’ Meeting. In compliance with the current art. 35 of the Articles of Association, effective on 1 June 2014, that raised the number of members of the Executive Committee from 6 to 7, the Board of Directors also appointed Mr. Zonca as a member of the Executive Committee. Cesare Zonca was enrolled in the National Register of Lawyers in 1961 and practices as a self-employed lawyer. He has filled the office of Chairman of the Board of Directors of Credito Bergamasco from June 1992 to 1 June 2014 (date of effectiveness of the merger of the bank into Banco Popolare), and had been a Director and Deputy Vice-Chairmen since April 1990. He has been a Member of the Board and of the Executive Committee of Banca Provinciale Lombarda from 1983 to 1990, and a director of important near-banking companies of Gruppo San Paolo di Torino and of major industrial companies, as well as Chairman of Banca Lombarda S.p.A. and of Lombarda Holding S.p.A.. He has also been the Vice-Chairman of Società Gestione Servizi BP S.c.p.A., the Group service company. At present, he is a Director of the Board of Società per l’Aeroporto Civile di Bergamo - Orio al Serio (S.A.C.B.O.) S.p.A., former associate of Credito Bergamasco (and post-merger of Banco Popolare) with a 6.96% shareholding interest, and Chairman of the Board of Statutory Auditors of Pietro Pozzoni & C. S.a.p.A., holding company of the Pozzoni family in Bergamo, operating in the typography and cartography sector. He is actively engaged also in prestigious cultural institutions: he is an active member of the Physical and Economic Sciences Classes at the Ateneo di Scienze, Lettere e Arti in Bergamo. He is the Chairman of the Fondazione Credito Bergamasco, a Board member of the Fondazione Bergamo nella Storia PRESS RELATIONS Tel. +39-045-8675048/867/381/121 [email protected] INVESTOR RELATIONS Tel. +39-045-8675537 [email protected] www.bancopopolare.it (IR section) and a Member of the Steering Committee of the Fondazione per la Storia Economica e Sociale in Bergamo. He has been a City councilman in Bergamo, a member of the Board of Directors of the University of Bergamo and director of Bergamo’s Ospedale Maggiore, as well as member of the Commissioner office for the review of administrative acts of the Lombardy Region. During the same meeting, the Board of Directors established that Mr. Zonca, fulfills the professional, independence and integrity requirements under art. 148, paragraph 3, of T.U.F., based on the information both submitted directly by Mr. Zonca and at Banco Popolare’s disposal. In view of his position as Chairman of the Board of Directors in former Credito Bergamasco and his appointment as a member of the Executive Committee, Mr. Zonca does not fulfill the independence requirement under Art. 3 of Borsa Italiana’s Corporate Governance Code. In compliance with the Instructions accompanying the Rules of the markets organized and managed by Borsa Italiana S.p.A., art. IA.2.6.7 – Banco herewith notifies that the newly appointed Director holds no. 48,916 shares of Banco Popolare. PRESS RELATIONS Tel. +39-045-8675048/867/381/121 [email protected] INVESTOR RELATIONS Tel. +39-045-8675537 [email protected] www.bancopopolare.it (IR section)
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