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Reports and Financial Statements 2014 REPORTS AND FINANCIAL STATEMENTS 2014 Report and Consolidated financial statements of the Bipiemme Group at 31 December 2014 Approved by the Supervisory Board on 17 March 2015 Co-operative Bank founded in 1865 Parent Company of the BPM - Banca Popolare di Milano – Banking Group Share capital at 31.12.2014: Euro 3,365,439,319.02 Milan Companies Register No. 00715120150 Enrolled on the National Register of Co-operative Companies No. A109641 Registered Office and General Management: Piazza F. Meda, 4 – Milan www.gruppobpm.it Member of the Interbank Guarantee Fund Registered Bank and Parent Company of the BPM – Banca Popolare di Milano - Registered Banking Group 2014 This English version is not an official translation and is not a substitute for the original Italian document. It is for informational purposes only and has been prepared solely for the convenience of international readers. Contents Directors and Officers, General Management and Independent Auditors 9 Notice of Ordinary General Meeting 11 Report and Consolidated financial statements of the Bipiemme Group Year 2014 17 Key figures and ratios of the Bipiemme Group 19 Structure of the Bipiemme Group 20 General aspects 21 Consolidated reclassified balance sheet 22 Consolidated reclassified balance sheet – quarter by quarter 23 Consolidated reclassified income statement 24 Consolidated reclassified income statement – quarter by quarter 25 Key figures 26 Key ratios 27 Consolidated reclassified income statement, net of non-recurring items 28 Report on operations of the Bipiemme Group 31 The macroeconomic scenario and the banking system 32 Significant events for Banca Popolare di Milano and the Bipiemme Group 37 Distribution network and human resources 55 The Bipiemme Group's scope of consolidation 64 Principal balance sheet aggregates 66 Income statement 86 Statement of cash flows 95 Information on the main Group companies 96 Related party transactions 104 Subsequent events and outlook for operations 107 Main risks and uncertainties to which the Bipiemme Group is exposed 108 Consolidated financial statements 109 Consolidated balance sheet 110 Consolidated income statement 112 Statement of consolidated comprehensive income 113 Consolidated Statement of changes in shareholders' equity 114 Consolidated statement of cash flows 116 5 Consolidated explanatory notes 117 Part A – Accounting policies 119 Part B – Information on the consolidated balance sheet 173 Part C – Information on the consolidated income statement 247 Part D – Consolidated comprehensive income 273 Part E – Information on risks and related hedging policies 277 Part F – Information on consolidated capital 383 Part G – Business combinations 395 Part H – Related party transactions 399 Part I – Share-based payments 405 Part L – Segment reporting 409 Certification of the consolidated financial statements pursuant to art. 81-ter of Consob Regulation no. 11971 dated 14 May 1999 and subsequent additions and amendments 415 Attachments to the consolidated financial statements 417 Reconciliation between the consolidated balance sheet and consolidated reclassified balance sheet 419 Reconciliation between the consolidated income statement and the consolidated reclassified income statement 421 Consolidated reclassified income statement net of non-recurring items -- quarter by quarter 422 Disclosure of amounts paid for the audit and other services in accordance with the Issuers' Regulations and Consob art. 149-duodecies 424 List of significant shareholdings in unlisted companies pursuant to article 126 of Consob Regulation 11971 of 14 May 1999 425 Report of the Independent Auditors on the consolidated financial statements 429 Report and Financial statements of Banca Popolare di Milano Year 2014 433 Key figures and ratios of Banca Popolare di Milano 435 General aspects 437 Reclassified balance sheet 438 Reclassified balance sheet – quarter by quarter 439 Reclassified income statement 440 Reclassified income statement – quarter by quarter 441 Key figures 442 Key ratios 443 Reclassified income statement, net of non-recurring items 444 Report on operations 447 The macroeconomic scenario and the banking system 449 Significant events for Banca Popolare di Milano 449 Distribution network and human resources 449 Principal balance sheet aggregates 451 Income statement 461 Statement of cash flows 466 BPM shareholders, stock price and ratings 467 Report on the criteria followed for running the business for the achievement of its mutual objectives pursuant to art. 2545 of the Civil Code 471 Related party transactions 474 6 Contents Subsequent events 475 Proposed allocation of net income 477 Financial statements 479 Balance sheet 480 Income statement 482 Statement of comprehensive income 483 Statement of changes in shareholders' equity 484 Statement of cash flows 486 Explanatory notes 487 Part A – Accounting policies 489 Part B – Information on the balance sheet 537 Part C – Information on the income statement 617 Part D – Statement of comprehensive income 649 Part E – Information on risks and related hedging policies 653 Part F – Information on capital 741 Part G – Business combinations 753 Part H – Related party transactions 757 Part I – Share-based payments 765 Part L – Segment reporting 769 Certification of the separate financial statements pursuant to art. 81-ter of Consob Regulation no. 11971 dated 14 May 1999 and subsequent additions and amendments 773 Attachments to the financial statements 775 Reconciliation between the balance sheet and the reclassified balance sheet 777 Reconciliation between the income statement and the reclassified income statement 778 Reclassified income statement net of non-recurring items – quarter by quarter 780 Disclosure of amounts paid for the audit and other services in accordance with the Issuers' Regulations and Consob art. 149-duodecies 782 Restated balance sheet of Banca Popolare di Milano and WeBank at 31 December 2013 783 Restated income statement of Banca Popolare di Milano and WeBank for the year ended 31 December 2013 785 List of IAS/IFRS endorsed by the European Commission at 31 December 2014 786 List of EC Regulations of the European Commission 788 Summary of property owned by the Bank with revaluations 790 Report of the Independent Auditors 791 Report of the Supervisory Board to the General Meeting of Members 795 Item 2 on the agenda for the Ordinary General Meeting of Members 805 Item 3 on the agenda for the Ordinary General Meeting of Members 863 Item 4 on the agenda for the Ordinary General Meeting of Members 869 Item 5 on the agenda for the Ordinary General Meeting of Members 873 Resolutions 881 Contents 7 Directors and Officers, Supervisory Board Management Board General Management Chairman and Independent Auditors Chairman Dino Piero Giarda Mario Anolli Deputy Chairmen Managing Director Mauro Paoloni and General Manager Marcello Priori Giuseppe Castagna Directors Directors Alberto Balestreri Davide Croff Andrea Boitani Paola De Martini Angelo Busani Giorgio Girelli Emilio Luigi Cherubini Maria Luisa Di Battista Carlo Frascarolo Roberto Fusilli Donata Gottardi Piero Lonardi Flavia Daunia Minutillo Alberto Montanari Giampietro Giuseppe Omati Luca Raffaello Perfetti Cesare Piovene Porto Godi Lucia Vitali Arbitration Committee Independent Auditors Italo Ciancia Reconta Ernst & Young S.p.A. Guido Mina Anna Maria Sanchirico Directors and Officers 9 Notice of Ordinary The Members of Banca Popolare di Milano Scrl are called to the Ordinary General Meeting, which will be held at first calling on 10 April 2015, at 9.00 a.m., at the General Meeting head office in Piazza Filippo Meda 4, Milan, to discuss the following AGENDA 1. Presentation to the Members of the separate and consolidated financial statements at 31/12/2014, pursuant to article 26 of the Articles of Association. Allocation of net income. Related resolutions. 2. Examination of and resolutions relating to the remuneration policies Related resolutions, including the adoption of equity-based compensation plans. 3. Authorisation to purchase and dispose of treasury shares. Related resolutions. 4. Appointment for 2015, 2016 and 2017, of the members of the Arbitration Committee, pursuant to art. 55 of the Articles of Association. Related resolutions. 5. Appointment, on the reasoned proposal of the Supervisory Board, of an auditing firm for the audit of the separate financial statements of the Bank, the consolidated financial statements and the interim report of the Bipiemme Group – under articles 13, paragraph 1, of Legislative Decree 39 of 27 January 2010 and article 26 of the Articles of Association – for the period from 2016 to 2024 and approval of the audit fees. Related resolutions. ******** Please note that because of the co-operative nature of the Company, each Member is entitled to one vote regardless of the number of shares that they hold (the “one-man- one-vote” rule); the Bank's share capital is variable and at 31/12/2014 it amounts to Euro 3,365,439,319.02 fully represented by 4,391,784,467 ordinary shares with no par value. At the date of this notice, the Bank holds 1,395,574 of its own shares. Members eligible to attend the Meeting and to exercise their voting right are those: who have been included in the Register of Members for at least ninety days before the day of the General Meeting at first calling, and therefore before 10 January 2015. As of this date, there were 56,185 voting rights (which, considering the “one-man-one-vote” rule, reflects the number of Members); for whom the Bank has received the related certificate
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