Press Releases - Investors - BFF Banking Group
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Milan, 10th February 2023 – Following the resolution the Board of Directors on 9th February 2023, BFF Bank S.p.A. (“BFF” o la “Banca”) informs that the buy-back program (“Program”) will start on 13th February 2023, pursuant to article 5 of the EU Regulation n° 596/2014 (“Market Abuse Regulation” – MAR), in execution of the resolution of the ordinary Shareholders’ Meeting of 31st March 2022 ( “2022 AGM”), and following the issuance of the prescribed authorization by the Bank of Italy, already communicated to the market on 1st February 2023. The Bank may purchase a maximum of 350,000 ordinary shares, corresponding, to date to 0.19% of the total issued shares, for a maximum amount allocated to the Program equal to €2.8m, already deducted from own funds. Pursuant to the delegated Regulation 2016/1052/EU, the details of the Program are outlined below.
The Program aims at providing the Bank of a stock of financial instruments necessary to fulfil the obligations provided by the remuneration and incentive systems related to the BFF’s “Remuneration and incentive policy in favor of the members of strategic supervisory, management and control bodies, and the personnel of BFF Banking Group” in force (“Policy”), and, in particular:
- to fulfil the obligations of balancing the financial instruments component and the cash component of the variable remuneration to be paid to the Group’s key personnel (so-called “Risk Takers”);
- to fulfill the Stock Option Plan 2016 and Stock Option Plan 2020 of BFF Banking Group.
Maximum cash amount allocated to the Program and disbursement limits
The maximum cash amount made available is equal to €2.8m. The entire amount has already been deducted from the Bank’s own funds.
Purchases will be executed at price conditions in compliance with article 3, paragraph 2, of the delegated Regulation 2016/1052/EU and, in any case, at a price per share neither higher nor lower than 20% of the reference close price recorded by BFF stock in the trading day preceding every single transaction.
Maximum number of shares to be purchased
Purchases will involve a maximum of 350.000 BFF ordinary shares, representing – as of today – 0.19% of the total issued shares.
Duration of the Program
The authorisation of the 2022 AGM will cease to be effective on 30th September 2022, namely eighteen months after the date of the related resolution.
Methods of purchases’ execution
The Program will be coordinated by Mediobanca S.p.A., an authorised intermediary that will execute the purchases with complete independence, pursuant to article 4, paragraph 2, letter b), of the delegated Regulation 2016/1052/EU. The purchases will be executed, also in multiple tranches, in compliance with the Rules of the Markets organised and managed by Borsa Italiana S.p.A. in force, and the related Instructions, in order to ensure the equal treatment of shareholders, also pursuant to article 132 of the Legislative Decree n° 58/1998, and with operating methods compliant with article 3 of the delegated Regulation 2016/1052/EU and article 144-bis of CONSOB’s Issuers’ Regulation n° 11971/1999.
Any subsequent amendments to the Program will be promptly communicated by the Bank to the market, within the methods and the terms provided for by the legislation in force. The executed purchases will be disclosed to the market, in accordance with the terms and procedures set out in the regulatory legislation in force.
To date the Bank holds, directly or through subsidiaries, 527,045 treasury shares, representing 0.28% of the total issued shares.