Hacedores de políticas

January

At the Extraordinary Shareholders' Meeting of 25 January 2013 amendments were made to art. 6 of the Articles of

Association with the introduction of the following paragraph 9: "By resolution of the Extraordinary Shareholders'

Meeting on 25 January 2013, the Board of Directors was accorded authority to (i) increase capital, in one tranche, with exclusion of pre-emptive rights, pursuant to articles 2443 and 2441, para. 5 of the Civil Code, through the issuance of ordinary shares for an amount of up to Euro 4,500,000,000.00, including any share premium, at the exclusive service of the exercise of the Bank’s right to convert the New Financial Instruments provided for by Law Decree no. 95 of 6 July 2012, converted with amendments by Law no. 135 of 7 August 2012, as subsequently amended; and/or (ii) to increase capital, in one or more tranches, with exclusion of the pre-emptive rights of existing shareholders, pursuant to articles 2443 and 2441, para. 5 of the Civil Code, through the issuance of ordinary shares for an amount of up to Euro 2,000,000,000.00, including any share premium, at the exclusive service of the interest payments to be made in shares pursuant to the regulations applicable to the New Financial Instruments as set forth in Law Decree no. 95 of 6 July 2012, converted with amendments by Law no. 135 of 7 August 2012, as subsequently amended. Said power can be exercised for a maximum period of 5 (five) years effective as of the date of the above resolution of the Shareholders’ Meeting of 25 January 2013.

When exercising such power, the Board of Directors shall be entitled – inter alia – to set the price of issue of newly- issued ordinary shares (including any share premium) in compliance with the above-mentioned limits as set out in the Board of Directors' Report to the Shareholders’ Meeting under the applicable regulations.

April

As announced in the Interim Report on Operations as at 31 March 2013, the Ordinary Shareholder' Meeting of 29 April 2013, approved the election of Mr. Pietro Giovanni Corsa as Deputy Chairman of the Board of Directors, further to the resignation of Mr. Turiddo Campaini who has remained in office as a Director.

As a result, changes were also made to the composition of the Executive Committee, which now consists of: Alessandro Profumo, Chairman; Marco Turchi, Deputy Chairman; Pietro Giovanni Corsa, Deputy Chairman; Alberto Giovanni Aleotti, Director; Lorenzo Gorgoni, Director and Fabrizio Viola, Managing Director.

In particular, following adoption of the December 2011 issue of the Corporate Governance Code for listed companies, Mr. Fabrizio Viola was appointed by the Board of Directors on 20 December 2012 as “Director in charge of the internal control and risk management system”, as set out in the “Report on Corporate Governance and Ownership Structure” approved by the BoD on 28 March 2013.

May

 On 14 May 2013, the Board of Directors appointed Mr. Arturo Betunio “Chief Reporting Officer” effective 10

June 2013, date of his hiring as Head of Administration and Control.

 On 22 May 2013 an injunction was served on Board member Michele Briamonte by the Preliminary

Interim Report on Operations

Board of Directors of the Bank. Further to the injunction, on 28 May 2013, the BoD decided to suspend Mr. Briamonte for two months from the office of Board director, pursuant to art. 6 of Regulation no. 161/1998 of the Italian Ministry of Treasury, Budget and Economic Planning, concerning requirements of professional experience and integrity of bank representatives.

 Mr. Gianni Tarozzi's letter of resignation from the position of alternate auditor was received on 28 May 2013.

June

On 13 June 2013, the Board of Directors resolved that the Extraordinary and Ordinary Shareholders' Meetings be held in Siena on 18 and 19 July 2013, on first and second call respectively, with the Extraordinary session's agenda including a proposed resolution on Amendments to articles 9, 13, 15, 16, 17, 18, 21, 22, 26 and 27 of the Articles of Association and the Ordinary session's agenda including, under item 1) Potential measures to be taken pursuant to art. 6, para. 2 of Regulation no. 161 of 18 March 1998 of the Italian Ministry of the Treasury, Budget and Economic Planning, concerning requirements of professional experience and integrity of bank representatives, with regard to the reinstatement or revocation of Mr. Michele Briamonte and, under item 2) Appointment of an alternate auditor to the Board of Statutory Auditors.

July

In its extraordinary session on 18 July 2013, the Shareholders' Meeting resolved on certain amendments to the Articles of Association, mainly regarding: removal of the share ownership cap of 4%; introduction of a maximum limit of two consecutive terms after the first mandate for members of the Board of Directors, with exception of the outgoing Chief Executive officer; adoption of new regulations on "gender quotas" which seek to ensure gender balance in the appointment of members of the Board of Directors and the Board of Statutory Auditors; introduction of an upper age limit of 75 years for the position of Member of the Board of Directors, 70 for the role of Chairman of the BoD and 67 for the position of Chief Executive Officer. In its ordinary session, the Shareholders' Meeting also resolved upon: revocation of Mr. Michele Briamonte from the office of Board Director in consequence of existing regulations regarding the precautionary injunction served to Mr. Briamonte on 22 May 2013, banning him from the exercise of his duties as member of the board of directors of the Bank for a period of two months; election of Mr. Franco Michelotti to the office of Alternate Auditor in place of Prof. Gianni Tarozzi who resigned from his position as Alternate Auditor in May.

September

On 24 September 2013, the Board of Directors of BMPS co-opted Béatrice Bernard as non-independent director, to take over from Frédéric Marie de Courtois D’Arcollières.