THE ORDINARY SHAREHOLDERS' MEETING OF BANCO DI DESIO E DELLA BRIANZA S.P.A.
APPROVED THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2010
THE MEETING ALSO RECONFIRMED THE COMPANY OFFICES FOR THE THREE-YEAR PERIOD 2011-2013 THE BOARD OF DIRECTORS PASSED THE RELEVANT RESOLUTIONS DURING ITS SUBSEQUENT MEETING
LINTERNATIONAL AGENCY FITCH RATINGS CONFIRMED ALL RATING LEVELS
- INCREASE IN LOANS AND TOTAL DEPOSITS
- FURTHER EXPANSION OF A DISTRIBUTION NETWORK
- CONTINUED STRENGTHENING OF SHAREHOLDERS’ EQUITY Tier1 20.0%
- OPERATING PROFIT UP EUR 33.9 million
- PARENT COMPANY PROFIT EUR 49.1 million
- DIVIDEND (UNCHANGED COMPARED WITH THE PREVIOUS YEAR):
EUR 0.105 per ordinary share
EUR 0.126 per savings share
The ordinary shareholders' meeting of Banco di Desio e della Brianza S.p.A. approved the financial statements as at 31 December 2010 when it met in first call on 28 April 2011. The financial statements were drawn up in compliance with the IAS/IFRS international accounting standards and the provisions of the Bank of Italy issued with Circular no. 262 of 22 December 2005 and subsequent updates.
KEY FIGURES IN THE INDIVIDUAL FINANCIAL STATEMENTS OF THE PARENT COMPANY AS AT 31 DECEMBER 2010
Total deposits from customers EUR 14.96 billion (+1.1%)1
of which direct deposits EUR 5.35 billion
Net loans to customers EUR 4.89 billion (+4.3%)
Shareholder's equity EUR 754.4 million (+3.2%) 2
Tier1 and Core Tier1 20.0% (previously 18.3%)
Net operating profit EUR 33.9 million
Profit for the period EUR 49.1 million
1 not including depositary bank assets
2 inincluding profit for the period
KEY CONSOLIDATED FIGURES AS AT 31 DECEMBER 2010
Total deposits from customers EUR 18.51 billion (+1.0%)1
of which direct deposits EUR 6.91 billion
Net loans to customers EUR 6.48 billion (+5.1%)
Shareholders' equity pertaining to the Parent Company EUR 783.0 million (+3.4%)2
Tier1 and Core Tier1 11.0% (previously 10.4%)
Net operating profit EUR 38.2 million
Parent Company Profit for the period EUR 52.6 million
A summary of the consolidated financial statements reported in the press release issued on 22 March 2011 after approval by the Board of Directors of Banco di Desio e della Brianza S.p.A. is provided hereunder to give a picture of overall Group performance.
Balance sheet data
Total customer assets under management increased as at the year-end to roughly EUR 18.5 billion, up by EUR 0.2 billion compared to the previous year, or a 1% rise. The balance of direct deposits amounted to EUR 6.9 billion, posting an annual
drop of 4.5% or approximately EUR 0.3 billion, attributable to decreased amounts due to customers of EUR 0.4 billion (mainly due to lower liquidity of institutional customers/the depositary bank) which increased the outstanding securities and
financial liabilities measured at fair value by EUR 0.1 billion. Conversely, indirect deposits increased by EUR 0.5 billion over the 12 months to reach 4.6% of the previous balance or EUR 11.6 billion; the deposits from “ordinary” customers increased to
EUR 8.4 billion posting a EUR 0.2 billion growth of 2.8%, with the contribution from the administered as well as the managed savings areas despite the difficult financial environment, while for institutional customers there was an increase of approximately EUR 0.3 billion compared to the balance last year, net of the volumes involving depositary bank “servicing,”
The total value of loans to customers amounted to approximately EUR 6.5 billion, an increase of EUR 0.3 billion or 5.1% of the 2009 figure, attributable to medium/long-term loans, particularly mortgage loans.
Total Group financial assets stood at EUR 1 billion, an increase of approximately EUR 0.9 billion compared to the figure in the previous year.
The net interbank position improved by approximately EUR 0.1 billion, compared with approximately EUR 0.8 billion the previous year.
Shareholders’ equity, including profit for the year, amounted to EUR 783 million, an annual rise of EUR 25.7 million over the final figure for 2009.
In terms of the consolidated capital ratios at 31 December 2010, calculated in accordance with the supervisory regulations in force, Tier1 and Core Tier 1 stood at 11.0% and Tier2 at 12.5%, up compared to the previous year.
Income statement data
The year closed with a profit for the period pertaining to the Parent Company of EUR 52.6 million, or EUR 0.9 million lower than in the previous year (-1.7%), which had the benefit of higher non-recurring results net of taxes (EUR 9.4 million).
’The performance of the main items in the reclassified Income Statement showed the following:
The total balance consisting of items typical of operations amounted to EUR 341 million at the end of the year, down by EUR 3 million compared to last year or a 0.9% drop.
At EUR 184.3 million and 54.1% of the total, net interest income was down by EUR 8.4 million (-4.4%) as were profit/loss on trading, hedging and disposal/repurchase of financial assets and liabilities measured at fair value by EUR 0.8
million, the profits from investments in associated companies by EUR 0.3 million and Other operating income/charges EUR 0.8 million, the profits from investments in associated companies by EUR 0.3 million and Other operating income/charges by EUR 0.3 million; on the other hand, there were increases in Net commissions of EUR 4.1 million (+3.3%) and Profit/loss from insurance management of EUR 2.8 million, which partially offset the performance of the previously mentioned items.
Total operating charges, which include personnel expenses, other administrative expenses and net adjustments to property, plant and equipment and intangible assets, showed a balance of EUR 233.3 million, an annual increase of 3%.
Operating profit/loss at the end of the period amounted to EUR 107.7 million compared to EUR 117.5 million in the comparative period.
Operating profit/loss after tax
The Net adjustments for impairment of loans of EUR 40.4 million (lower than the EUR 60 million the previous year, though the ratio between total value adjustments and total loans to customers remained unchanged), the positive effect of net
provisions for risks and charges of EUR 0.6 million and the Income taxes for the period of EUR 29.7 million, led to Operating profit/loss after tax of EUR 38.2 million, up by 31.5% compared to 2009.
Non-recurring operating profit/loss after tax
The non-recurring operating profit amounts to EUR 15.2 million and mainly consists of the partial release of EUR 14.7 million of the allowance which totals EUR 37.8 million that was established at the end of 2008 against the risk of partial revision of the price collected for the disposal of 70% of Chiara Vita S.p.A. by the Parent Company as contractually provided within the company’s business plan (2012). At the end of the previous year, the result was attributable to the capital gain from the disposal by the Parent Company of 21.191% of the share capital of Anima S.G.R.p.A. of EUR 21.9 million (EUR 29.9 million at the individual level), net of the EUR 8 million for consolidation adjustments, which was then adjusted for the relative taxes of EUR 0.4 million, and the effect from the tax redemption of off-book surpluses and the realignment between the tax and statutory values upon first time application of the International Accounting Standards, amounting to a total of EUR 3.2 million.
Parent Company Profit (Loss) for the period
By adding operating profit after taxes to non-recurring operating profit and profits pertaining to third parties, the Parent Company Profit (Loss) for the period amounts to EUR 52.6 million for 2010, approximately EUR 0.9 million less than in the
previous year (-1.7%), which as indicated above benefited from a EUR 9.4 million non-recurring difference net of taxes.
The distribution network expanded in 2010 as well despite the difficult macroeconomic environment, with the group expanding by six branches to reach 175 branches at the end of the year. There were 1846 employees, down by 38 compared
to the total for last year (a 2.1% drop).
ALLOCATION OF THE NET PROFIT OF THE PARENT COMPANY'S INDIVIDUAL FINANCIAL STATEMENTS
Shareholders' Meeting approved the proposal to distribute a dividend of Euro 0.105 for each of the 117,000,000 ordinary shares and a dividend of EUR 0.126 for each of the 13,202,000 savings shares, allowing approximately EUR 35.1 million to
be allocated to the equity reserves.
In compliance with the Stock Exchange timetable, the dividend shall be paid on 5 May 2011. The coupon detachment, for security listing purposes, will instead take place on 2 May 2011.
The consolidated financial statements and individual financial statements were subject to an audit by PricewaterhouseCoopers S.p.A., which gave its opinion without observations.
The schedules relating to the balance sheet and reclassified income statement of the individual financial statements of Parent Company Banco di Desio e della Brianza S.p.A. are hereby attached.
OTHER RESOLUTIONS OF THE ORDINARY SHAREHOLDERS' MEETING AND OF THE SPECIAL MEETING OF THE SAVINGS SHAREHOLDERS
The Special Meeting of the savings shareholders was held before the Ordinary Shareholders' Meeting and it resolved:
- upon the report on the activity carried out, confirmation of Mr. Franco Fumagalli Romario's appointment to the office of Common Representative for three financial periods, assigning him an annual fee of EUR 10,000.00 including the lump
sump refund of expenses for performing the function and not including VAT and contributions;
- formation of the provision for the expenses necessary for safeguarding common interests, totalling an amount equal to the fee resolved in favour of the Common Representative.
The Ordinary Shareholders' Meeting then resolved that the Company would shoulder said fee, therefore ruling out compensation from the profit due to the savings shareholders.
The Ordinary Shareholders' Meeting also approved the annual Group remuneration policy document that had been drawn up in compliance with the supervisory instructions on the subject.
APPOINTMENT OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS
The Ordinary Shareholders' Meeting appointed the Board of Directors and Board of Statutory Auditors for financial periods 2011-2013 with the "list voting" procedure. Following the resolutions passed by the Board of Directors that met at the end of
the Shareholders' Meeting, these bodies are made up as follows:
|Agostino GAVAZZI||Chairman||Eugenio MASCHERONI||Chairman (I) (M)|
|Stefano LADO||Deputy Chairman||Rodolfo ANGHILERI||Statutory (I)|
|Nereo DACCI (E)||Managing Director||Marco PIAZZA||Statutory (I)|
|Egidio GAVAZZI||Carlo Maria MASCHERONI||Alternate (M)|
|Luigi GAVAZZI||Giovanni CUCCHIANI||Alternate|
|Paolo GAVAZZI||Clemente DOMENICI||Alternate|
|Luigi GUATRI (I)|
|Gerolamo PELLICANO’ (I)|
|Lorenzo RIGODANZA (I)|
|Pier Antonio CUTELLE’ (I)(M)|
The names marked with (E) are Executive Directors pursuant to the Code of Conduct of listed companies.
The names marked with (I) have independence requirements ascertained with reference both to the Italian Consolidated Law
on Finance (TUF) and to the Code of Conduct of listed companies 3.
The names marked with (M) were elected from the "minority list".
The Board of Directors also resolved the following make-up of the Committees set up within it:
|EXECUTIVE COMMITTEE||Agostino GAVAZZI|
Nereo DACCI (E)
|INTERNAL CONTROL COMMITTEE||Luigi GUATRI (I)|
Lorenzo RIGODANZA (I)
|APPOINTMENT AND REMUNERATION|
|Luigi GUATRI (I)|
Lorenzo RIGODANZA (I)
|COMMITTEE FOR TRANSACTIONS WITH|
|Pier Antonio CUTELLÈ (I) (M)|
Gerolamo PELLICANÒ (I)
Lorenzo RIGODANZA (I)
The CVs of the exponents are available on the website www.bancodesio.it, Investor Relations/2011 Shareholders' Meetings/Lists of Board of Directors and Board of Statutory Auditors section.
None of the above-mentioned members of the Board of Directors and Board of Statutory Auditors hold significant investments in the share capital of the company on the date of appointment.
Desio, 28 April 2011
BANCO DI DESIO E DELLA BRIANZA S.p.A.
3 not including criterion 3.C.1 – letter e) which would require losing independence if one remains in office for more than 9 years out of the last 12 (criterion not adopted by the Board for the reasons also set forth in the Annual Report on Corporate Governance). Please refer to the Report published on 6 April 2011 for further explanations.
The Manager in charge of drawing up the company accounting documents, Piercamillo Secchi, hereby declares that, pursuant to art. 154-bis, paragraph 2 of the Consolidated Law on Finance, the accounting information contained in this press release
corresponds to the company’s documents, books and accounting records.
The Manager in charge of drawing up the company accounting documents