Common use of The Parties’ Meetings Clause in Contracts

The Parties’ Meetings. The Parties’ Meeting is constituted with all Parties and resolves upon: a) the admission of new parties to the SHA; b) the submission by the Parties of lists of candidates for the election of the Board of Directors and/or of the Board of the Statutory Auditors of Banco BPM; c) the appointment of members and officers relating to the Committee and to the Chairman of the SHA; d) any other matter not expressly indicated in the SHA. The Parties’ Meeting is convened by the Chairman of the SHA or upon request of at least three Parties. The Parties’ Meeting resolves with the favorable vote of the number of parties representing at least three quarters of the shares subject to the SHA. The Parties’ Meetings shall meet – for consultation purposes only – approximately at least 30 days prior to every ordinary and/or extraordinary Shareholders’ meeting of the Bank and within 30 days following the disclosure of the half-yearly report (relazione semestrale) of the Bank. The aim of the Parties’ Meetings is to discuss and deepen, also at the presence of representatives of the Bank, the general performance and, with reference to Parties’ Meetings to be held prior to ordinary and extraordinary Shareholders’ meetings of the Bank, all other items on the agenda, in any case on the basis of the public information disclosed by the Bank prior to the relevant Shareholders’ meeting. All Parties’ Meetings to be held at the presence of the Bank’s representatives shall be conducted in the context of equal information with respect to the market, since those meetings are included in the investor relations policy adopted by the Group and aimed at regularly discussing with investors and stakeholders. With regard to resolutions relating the submission of lists of candidates for the Banks’ Board of Directors and/or of the Board of Statutory Auditors, possible lists shall comply with the By-Laws of the Bank, Bank of Italy’s Regulation, the Corporate Code of Conduct (Codice di Autodisciplina), and in general with all applicable regulations.