Common use of Prior consultation obligations Clause in Contracts

Prior consultation obligations. The SHA provides for prior consultation obligations undertaken by each Party in relation to the exercise of the voting rights pertaining to the overall shares held in the Bank. Particularly, the Parties undertook to consult each other in order to define a common action on the Bank’s programmatic and industrial guidelines regarding, for instance and without limitation, (i) the general performance of the Group;; (ii) the possible candidacies for the appointment as members of the Board of Directors and/or of the Board of Statutory Auditors of Banco BPM; as well as (iii) strategic and/or extraordinary transactions to be approved by the extraordinary Shareholders’ meetings of the Bank, within the framework of the consultation procedures contained in the SHA (as described in the following point 5) and, in any case, without prejudice to the equal information with respect to the generality of the Shareholders of Banco BPM. The Parties agreed on the Parties’ full freedom to vote in the Shareholders’ meetings, either ordinary or extraordinary, since the Parties’ consultation is functional solely to the exercise of an informed vote. Similarly, the resolutions adopted by the Parties’ Meetings will not have any binding legal effect on the vote exercise by any Party in the context of the Bank’s Shareholders’ meetings.