ANNUAL INFORMATION DOCUMENT
pursuant to Article 54 of CONSOB Resolution no. 11971 of
14 May 1999 and successive amendments and additions
Document filed with CONSOB on 9 May 2008
ANNUAL INFORMATION DOCUMENT
(pursuant to Article 54 of CONSOB Resolution no. 11971/99 and successive amendments)
This document lists the information published or made available by Banca Popolare di
Milano in the 12 months prior to 19 April 2008 (date of approval of the 2007 financial
statements) in one or more Member States or third countries, in compliance with the
obligations imposed by legislative provisions and Community and national regulations
relative to the regulation of financial instruments, financial instrument issuers and financial
instrument markets.
The document indicates the nature, date of publication (e.g., c/o Borsa Italiana S.p.A.,
in national daily newspapers, on the company website or transmitted to foreign market
management companies to be made available to the public) and the procedure for retrieving
the aforesaid information, which, to facilitate reading, is divided into the following macrosections:
1.
2.
3.
4.
5.
6.
7.
price sensitive press releases and any other communications of a corporate nature;
presentations to the financial community;
annual financial statements and interim reports;
company documents;
BPM governance;
listing prospectuses;
company events calendar.
N.B: information common to more than one of the foregoing categories is provided in more
than one section of this document, to facilitate consultation.
2
1. PRICE SENSITIVE PRESS RELEASES AND ANY OTHER COMMUNICATIONS
OF A CORPORATE NATURE (ITA/ENG)
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/BPMITWeb/servlet/BpmitServlet?IDBPMIT=MainComunicatiAction
19 APRIL 2008
BANCA POPOLARE DI MILANO ORDINARY SHAREHOLDERS’ MEETING OF 19
APRIL 2008.
16 APRIL 2008
CLARIFICATION ON PRESS ARTICLES.
14 APRIL 2008
BIPIEMME GESTIONI’S 2007 FINANCIAL STATEMENTS WITH A NET PROFIT OF
10.5 MILLION EUROS APPROVED (BPM GROUP - BANCA POPOLARE DI MILANO).
9 APRIL 2008
BANCA AKROS: SHAREHOLDERS’ MEETING APPROVES THE 2007 FINANCIAL
STATEMENTS AND RESOLVES TO ALLOCATE NET PROFITS TO INCREASE
EQUITY. THE BOD MEMBERS FOR THE NEXT THREE YEARS ARE APPOINTED.
3 APRIL 2008
INFORMATION ON ADHERENCE TO CODE OF CONDUCT.
21 MARCH 2008
BANCA DI LEGNANO (BPM GROUP): 2007 NET PROFIT AT 90.5 MILLION EUROS.
DIVIDENDS AT 0.175 EUROS PER SHARE.
19 MARCH 2008
INFORMATION PURSUANT TO ARTICLE 144 BIS, PARAGRAPH 5 OF CONSOB
REG. NO. 11971/99.
17 MARCH 2008
FINANCIAL STATEMENTS OF BANCA POPOLARE DI MILANO AND BPM GROUP
AS AT 31 DECEMBER 2007 APPROVED BY BOARD OF DIRECTORS.
6 MARCH 2008
BANCA AKROS: 2007 RESULTS APPROVED BY BOD.
3 MARCH 2008
TRANSFER OF INTEREST HELD IN NORDEST BANCA.
28 JANUARY 2008
WORK CALENDAR DEFINED BETWEEN BPM GROUP AND CRÉDIT MUTUEL
GROUP.
18 DECEMBER 2007
2008 COMPANY EVENTS CALENDAR.
3
4 DECEMBER 2007
BPM: NEW ORGANIZATIONAL STRUCTURE APPROVED.
22 NOVEMBER 2007
STANDARD & POOR'S ASSIGNS BANCA AKROS RATING.
13 NOVEMBER 2007
BPM GROUP: RESULTS AT 30 SEPTEMBER 2007.
6 NOVEMBER 2007
PRESS RELEASE ON OUTCOME OF WORK OF STRATEGIC COMMITTEE.
24 OCTOBER 2007
CLARIFICATION ON UNIPOL’S REQUEST FOR EXCLUSIVE NEGOTIATIONS.
23 OCTOBER 2007
AMENDMENT OF ARTICLES 32, PARAGRAPH 4 AND 41, PARAGRAPH 3 OF THE
ARTICLES OF ASSOCIATION.
13 SEPTEMBER 2007
BIPIEMME PRIVATE BANKING SIM: FIRST HALF YEAR RESULTS.
12 SEPTEMBER 2007
BANCA DI LEGNANO: HALF-YEAR REPORT AT 30 JUNE 2007.
11 SEPTEMBER 2007
BPM GROUP: RESULTS AT 30 JUNE 2007 APPROVED.
10 SEPTEMBER 2007
BANCA AKROS: BOD APPROVES 2007 FIRST HALF YEAR RESULTS.
7 SEPTEMBER 2007
MEETING OF STRATEGIC COMMITTEE OF BANCA POPOLARE DI MILANO.
3 SEPTEMBER 2007
DISCLOSURE PURSUANT TO ARTICLE 114, PARAGRAPH 5 OF LEGISLATIVE
DECREE NO. 58/98.
9 AUGUST 2007
BPM: STATEMENT TO CONSOB.
24 JULY 2007
BPM BOD CONFIRMS 2007-2009 BUSINESS PLAN.
19 JULY 2007
BPM ACQUIRES THE REMAINING 7.8% OF ANIMA SGR FROM KOINÉ SPA.
10 JULY 2007
BPM – BANCO DESIO JOINT PRESS RELEASE.
4
29 JUNE 2007
BPM AND MILANO ASSICURAZIONI
BANCASSURANCE ACTIVITY.
COMPLETE
AGREEMENT
ON
29 JUNE 2007
FITCH RATINGS CONFIRMS BANCA POPOLARE DI MILANO’S RATINGS.
29 JUNE 2007
STANDARD & POOR'S REVIEWS BANCA POPOLARE DI MILANO’S OUTLOOK.
27 JUNE 2007
ASSET MANAGEMENT AGREEMENT
BIPIEMME GESTIONI SGR.
BETWEEN
BANCA
ETRURIA
AND
26 JUNE 2007
BPM: BOD DOES NOT APPROVE AMENDMENTS TO ARTICLES OF ASSOCIATION.
8 JUNE 2007
INFORMATION PURSUANT TO ARTICLE 144 BIS, PARAGRAPHS 4 AND 5 OF
CONSOB REG. NO. 11971/99.
28 MAY 2007
AUTHORIZATION PROCEDURE FOR MERGER BETWEEN BPER AND BPM IS
LAUNCHED.
25 MAY 2007
INFORMATION PURSUANT TO ARTICLE 144 BIS, PARAGRAPH 5 OF CONSOB
REG. NO. 11971/99.
24 MAYO 2007
MOODY'S INTERNATIONAL RATING AGENCY CONFIRMS RATINGS OF BANCA
POPOLARE DI MILANO.
22 MAY 2007
FITCH RATINGS: POSITIVE EFFECTS ON BPM AND BPER RATINGS.
21 MAY 2007
STANDARD & POOR'S PROMOTES BPM – BPER MERGER.
20 MAY 2007
PRESENTATION OF MERGER PLAN.
20 MAY 2007
BPM – BPER: APPROVE MERGER.
5
18 MAY 2007
AKROS ALTERNATIVE INVESTMENTS SGR (BPM GROUP) WIDENS ITS
SPECULATIVE FUNDS OFFERING.
17 MAY 2007
BPM AND POSSIBLE SYNERGIES.
17 MAY 2007
BPM – BPER NEGOTIATIONS.
14 MAY 2007
BPM GROUP: BOD APPROVES FIRST QUARTER FIGURES.
2 MAY 2007
BPM - BPER: NEGOTIATION TERM EXTENDED.
21 APRIL 2007
BPM: SHAREHOLDERS’ MEETING APPROVES 2006 FINANCIAL STATEMENTS.
6
2. PRESENTATIONS TO THE FINANCIAL COMMUNITY
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/investor/ita/inv_presentazioni.shtml
18 MARCH 2008
BIPIEMME GROUP – PRESENTATION OF 2007 RESULTS.
on the website also in English: “BIPIEMME GROUP 2007 RESULTS”.
31 JANUARY 2008
UBS BANKING CONFERENCE 31 JANUARY 2008 (ENG).
21 NOVEMBER 2007
BIPIEMME GROUP - ROME, 21-22 NOVEMBER 2007 (ENG).
14 NOVEMBER 2007
BIPIEMME GROUP –3RD QUARTER 2007 RESULTS
on the website also in English: “BIPIEMME GROUP Q3 2007 RESULTS”.
2 OCTOBER 2007
MERRIL LYNCH BANKING CONFERENCE LONDON (ENG).
12 SEPTEMBER 2007
BIPIEMME GROUP – 1ST HALF-YEAR 2007 RESULTS
on the website also in English: “BIPIEMME GROUP H1 2007 RESULTS”.
20 MAY 2007
PRESENTATION OF MERGER PROJECT
on the website also in English: “PRESENTATION OF THE MERGER PROJECT”.
15 MAY 2007
BIPIEMME GROUP – 1ST QUARTER 2007 RESULTS
on the website also in English: “BIPIEMME GROUP Q1-2007 RESULTS”.
7
3. ANNUAL FINANCIAL STATEMENTS AND INTERIM REPORTS
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/BPMITWeb/servlet/BpmitServlet (for documents)
http://www.bpm.it/ufficiostampa/art54.shtml (for filing notices)
21 APRIL 2008
NOTICE OF APPROVAL OF 2007 FINANCIAL STATEMENTS AND DIVIDEND
PAYMENT.
21 APRIL 2008
- SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2007
(approved by the Shareholders’ Meeting of 19 April 2008);
- CONSOLIDATED FINANCIAL STATEMENTS OF BPM GROUP AT 31
DECEMBER 2007.
31 MARCH 2008
- DRAFT SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER
2007 (subsequently approved by the Shareholders’ Meeting of 19 April 2008);
- CONSOLIDATED FINANCIAL STATEMENTS OF BPM GROUP AT 31
DECEMBER 2007.
14 NOVEMBER 2007
FILING NOTICE OF QUARTERLY REPORT AT 30 SEPTEMBER 2007.
14 NOVEMBER 2007
BPM GROUP QUARTERLY REPORT AT 30 SEPTEMBER 2007.
on the website also in English: “QUARTERLY REPORT OF THE BPM GROUP AT 30
SEPTEMBER 2007”.
12 SEPTEMBER 2007
FILING NOTICE OF HALF-YEAR REPORT AT 30 JUNE 2007.
12 SEPTEMBER 2007
BPM HALF-YEAR REPORT AT 30 JUNE 2007
on the website also in English: “INTERIM FINANCIAL REPORT FOR THE SIX MONTHS
PERIOD ENDED 30 JUNE 2007”.
15 MAY 2007
FILING NOTICE OF QUARTERLY REPORT AT 31 MARCH 2007.
15 MAY 2007
BPM GROUP QUARTERLY REPORT AT 31 MARCH 2007
on the website also in English: “QUARTERLY REPORT OF THE BPM GROUP AT 31
MARCH 2007”.
23 APRIL 2007
NOTICE OF APPROVAL OF 2006 FINANCIAL STATEMENTS AND DIVIDEND
PAYMENT.
8
23 APRIL 2007
SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2006 (approved
by the Shareholders’ Meeting of 21 April 2007) AND CONSOLIDATED FINANCIAL
STATEMENTS OF BPM GROUP AT 31 DECEMBER 2006
on the website also in English: “COMPANY ANNUAL FINANCIAL STATEMENTS AND
CONSOLIDATED FINANCIAL STATEMENTS - 2006”.
9
4. COMPANY DOCUMENTS
4.1 DOCUMENTS OF THE ORDINATY SHAREHOLDERS’ MEETING OF 19
APRIL 2008
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/azionariato/bilanci/azi_assemblee_scheda_20080418.shtml
http://www.bpm.it/ufficiostampa/art54.shtml (for filing notices)
21 APRIL 2008
NOTICE OF APPROVAL OF 2007 FINANCIAL STATEMENTS AND DIVIDEND
PAYMENT.
21 APRIL 2008
- SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2007
(approved by the Shareholders’ Meeting of 19 April 2008);
- CONSOLIDATED FINANCIAL STATEMENTS OF BPM GROUP AT 31
DECEMBER 2007.
10 APRIL 2008
LETTER TO MEMBERS
on the website also in English: “LETTER TO BPM MEMBERS”.
3 APRIL 2008
- BOARD OF DIRECTORS’ REPORT ON ITEM 2 OF THE AGENDA
(AMENDMENTS TO SHAREHOLDERS’ MEETING REGULATIONS);
- BOARD OF DIRECTORS’ REPORT ON THE CORPORATE GOVERNANCE OF
THE BANK AND ADHERENCE TO THE CODE OF SELF-REGULATION FOR
LISTED COMPANIES – 2007.
3 APRIL 2008
- BOARD OF STATUTORY AUDITORS’ REPORT ON ITEM 2 OF THE AGENDA
(AMENDMENTS TO SHAREHOLDERS’ MEETING REGULATIONS);
- BOARD OF STATUTORY AUDITORS’ REPORT ON DRAFT SEPARATE
FINANCIAL STATEMENTS OF THE BANK AT 31 DECEMBER 2007;
- BOARD OF STATUTORY AUDITORS’ REPORT ON CONSOLIDATED
FINANCIAL STATEMENTS OF BPM GROUP AT 31 DECEMBER 2007.
3 APRIL 2008
- INDEPENDENT AUDITORS’ REPORT ON THE DRAFT SEPARATE
FINANCIAL STATEMENTS OF THE BANK AT 31 DECEMBER 2007;
- INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS OF BPM GROUP AT 31 DECEMBER 2007.
31 MARCH 2008
- DRAFT SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER
2007 (subsequently approved by the Shareholders’ Meeting of 19 April 2008);
- CONSOLIDATED FINANCIAL STATEMENTS OF BPM GROUP AT 31
DECEMBER 2007.
10
18 MARCH 2008
NOTICE CALLING THE ORDINARY SHAREHOLDERS’ MEETING OF 18/19 APRIL
2008
on the website also in English: “CALLING OF THE ORDINARY SHAREHOLDERS’
MEETING”.
4.2 OTHER COMPANY DOCUMENTS
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/ufficiostampa/art54.shtml
http://www.bpm.it/ufficiostampa/art54/Art54_RE_def.pdf (for the document pursuant
to Article 54 of CONSOB RESOLUTION)
8 JUNE 2007
NOTICE TO BONDHOLDERS PURSUANT TO ARTICLE 2420-BIS OF THE ITALIAN
CIVIL CODE.
29 MAY 2007
NOTICE TO BONDHOLDERS PURSUANT TO ARTICLE 2503-BIS OF THE ITALIAN
CIVIL CODE.
4 MAY 2007
ANNUAL INFORMATION DOCUMENT PURSUANT TO ARTICLE 54 OF CONSOB
RESOLUTION
on the website also in English: “ANNUAL INFORMATION DOCUMENT PURSUANT TO
ARTICLE 54 CONSOB RESOLUTION N. 11971/99”.
30 APRIL 2007
MINUTES OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS
OF 21 APRIL 2007 (available from Borsa Italiana SpA).
11
5. BPM GOVERNANCE
5.1 CORPORATE GOVERNANCE
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/governance/scheda_governance.shtml
http://www.bpm.it/investor/eng/inv_corporate_eng.shtml (ENG)
3 APRIL 2008
REPORT ON THE BANK’S CORPORATE GOVERNANCE AND ITS ALIGNMENT
WITH THE LISTED COMPANIES’ SELF-REGULATION CODE – 2007.
25 JULY 2007
REPORT ON THE BANK’S CORPORATE GOVERNANCE AND ITS ALIGNMENT
WITH THE LISTED COMPANIES’ SELF-REGULATION CODE – 2006 (ENG).
5.2 ARTICLES OF ASSOCIATION AND SHAREHOLDERS’
REGULATIONS
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/governance/scheda_statuto.shtml
MEETING
6 FEBRUARY 2008
ARTICLES OF ASSOCIATION UPDATED AT 23 OCTOBER 2007
on the website also in English: “ARTICLES OF ASSOCIATION”.
6 JUNE 2007
SHAREHOLDERS’ MEETING REGULATIONS UPDATED AT 21 APRIL 2007
on the website also in English: “REGULATIONS FOR SHAREHOLDERS’ MEETINGS”.
5.3 AMENDMENTS TO ARTICLES OF ASSOCIATION PURSUANT TO ARTICLE
2365 OF THE ITALIAN CIVIL CODE.
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/azionariato/art41/azi_art41.shtml (for documents)
http://www.bpm.it/ufficiostampa/art54.shtml (for filing notices)
6 FEBRUARY 2008
MINUTES OF BOARD OF DIRECTORS’ MEETING ON THE AMENDMENTS TO
ARTICLES 32 AND 41 RESOLVED PURSUANT TO ARTICLE 2365, PARAGRAPH 2
OF THE ITALIAN CIVIL CODE (available from Borsa Italiana SpA) AND THE
ARTICLES OF ASSOCIATION UPDATED AT 23 OCTOBER 2007 (available on the
Banca Popolare di Milano website in the relevant section).
24 OCTOBER 2007
NOTICE OF AMENDMENTS TO ARTICLES 32 AND 41 OF THE ARTICLES OF
ASSOCIATION.
12
23 OCTOBER 2007
- BOARD OF DIRECTORS’ REPORT ON THE AMENDMENTS TO ARTICLES 32
AND 41 OF THE ARTICLES OF ASSOCIATION RESOLVED PURSUANT TO
ARTICLE 2365, PARAGRAPH 2 OF THE ITALIAN CIVIL CODE;
- BOARD OF STATUTORY AUDITORS’ REPORT ON THE AMENDMENTS TO
ARTICLES 32 AND 41 OF THE ARTICLES OF ASSOCIATION RESOLVED
PURSUANT TO ARTICLE 2365, PARAGRAPH 2 OF THE ITALIAN CIVIL
CODE BY THE BOARD OF DIRECTORS ON 23 OCTOBER 2007.
1 OCTOBER 2007
ARTICLES OF ASSOCIATION UPDATED WITH AMENDMENTS TO ARTICLE 41,
PARAGRAPH 12, RESOLVED PURSUANT TO ARTICLE 2365, PARAGRAPH 2 OF
THE ITALIAN CIVIL CODE ON 26 JUNE 2007 (available from Borsa Italiana SpA).
25 JULY 2007
MINUTES OF BPM’S BOARD OF DIRECTORS’ MEETING ON THE AMENDMENTS
TO ARTICLE 41, PARAGRAPH 12, RESOLVED PURSUANT TO ARTICLE 2365,
PARAGRAPH 2 OF THE ITALIAN CIVIL CODE ON 26 JUNE 2007 (available from Borsa
Italiana SpA).
27 JUNE 2007
NOTICE OF AMENDMENT TO ARTICLE 41, PARAGRAPH 12 OF THE ARTICLES OF
ASSOCIATION.
26 JUNE 2007
- BOARD OF DIRECTORS’ REPORT ON THE AMENDMENTS TO ARTICLE 41
OF THE ARTICLES OF ASSOCIATION RESOLVED PURSUANT TO ARTICLE
2365, PARAGRAPH 2 OF THE ITALIAN CIVIL CODE;
- BOARD OF STATUTORY AUDITORS’ REPORT ON THE AMENDMENTS TO
ARTICLE 41 OF THE ARTICLES OF ASSOCIATION RESOLVED PURSUANT
TO ARTICLE 2365, PARAGRAPH 2 OF THE ITALIAN CIVIL CODE BY THE
BOARD OF DIRECTORS ON 26 JUNE 2007.
5.4 INTERNAL DEALING
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/azionariato/bilanci/azi_codice.shtml
20 FEBRUARY 2008
TRANSACTIONS DISCLOSURE
12 FEBRUARY 2008
TRANSACTIONS DISCLOSURE
13
7 JANUARY 2008
TRANSACTIONS DISCLOSURE
7 JANUARY 2008
TRANSACTIONS DISCLOSURE
23 NOVEMBER 2007
TRANSACTIONS DISCLOSURE
22 NOVEMBER 2007
TRANSACTIONS DISCLOSURE
5.5 SOCIAL RESPONSABLITY
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/azionariato/bilanci/azi_sociale.shtml
29 OCTOBER 2007
2006 BPM GROUP SOCIAL RESPONSABILITY REPORT
on the website also in English: “SOCIAL RESPONSABILITY REPORT - 2006”.
14
6. LISTING PROSPECTUSES
Issues listed on the Luxembourg stock exchange, available on the Banca Popolare di Milano
website at:
http://www.bpm.it/strumentifinanziari/strumenti.shtml
NO.
ISIN CODE
NOMINAL
VALUE
ISSUED/MATURED
EMTN PROGRAMME 2004
13
XS0345595622*
€ 1,250,000,000
15.2.2008/2010
EMTN PROGRAMME 2004
12
XS0293740402**
€ 1,500,000,000
5.4.2007/2009
EMTN PROGRAMME 2004
11
XS0283708575**
€ 1,000,000,000
31.1.2007/2014
EMTN PROGRAMME 2004
10
XS0273829324**
€ 20,000,000
20.12.2006/2012
EMTN PROGRAMME 2004
9
XS0243663910**
€ 1,000,000,000
16.2.2006/2011
EMTN PROGRAMME 2004
8
XS0241709004**
€ 40,000,000
30.1.2006/30.12.2011
EMTN PROGRAMME 2004
7
XS0241184794***
€ 200,000,000
25.01.2006/2008
EMTN PROGRAMME 2004
6
XS0236758115**
€ 600,000,000
12.12.2005/2008
EMTN PROGRAMME 2004
5
XS0222841933**
€ 600,000,000
29.6.2005/2015
EMTN PROGRAMME 2004
4
XS0210506100**
€ 40,000,000
25.01.2005/2011
EMTN PROGRAMME 2004
3
XS0210584677**
€ 40,000,000
20.01.2005/2011
EMTN PROGRAMME 2004
2
XS0203904411***
€ 400,000,000
22.10.2004/2007
EMTN PROGRAMME 2004
1
XS0203096101**
€ 50,000,000
14.10.2004/2014
EMTN PROGRAMME 2000
6
XS0131739665**
€ 160,000,000
29.6.2001/2011
EMTN LISTING
* Loans issued in the 12 months preceding the shareholders’ meeting of 19 April 2008.
** Loans still outstanding.
*** Loans matured in the 12 months preceding the shareholders’ meeting of 19 April 2008.
15
7. COMPANY EVENTS CALENDAR
Available on the Banca Popolare di Milano website at:
http://www.bpm.it/ufficiostampa/uff_calendario.shtml
18 DECEMBER 2007
2008 COMPANY EVENTS CALENDAR.
16