Ad hoc-Service: Bipop-Carire S.A. <IT0001464921> engl. = - 500 Beiträge pro Seite

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Bipop-Carire S.p.A.'s Board of Directors approved to submit to shareholders during the extraordinary meeting several capital increase transactions with the exclusion of pre-emptive rights and a merger transaction of two sub-holding companies with the parent company in order to rationalize its corporate structure.

The first capital increase will concern the issue of maximum 5,000,000 new ordinary Bipop-Carire S.p.A. shares which will be released through a contribution in kind of 270,000 ordinary shares of Network Computer House S.p.A. for a par value of 1,000 lire each.

This capital increase pertaining to NCH is part of the expansion strategy pursued by the Bipop Group which is realized also through the acquisition of stockholdings in companies that can operate synergically within the framework of the Group itself. NCH, which is a well known leader in Italy in the development of software applications for the banking and finance industries and is owned by Paolo Ottani, entrepreneur coming from Bologna, has been an important provider for me Bipop Group for some time.

The second capital increase will concern the issue of maximum 8,195,530 new ordinary Bipop-Carire S.p.A. shares in exchange for a contribution of maximum 1,813,000 ordinary Fineco Banca ICQ S.p.A, shares which are currently owned by some of the Bipop-Carire's executives. The new shares will bear rights as of 1st January 2001 and will be subject to a lock-up until 31st December 2002.

These latest transactions represent the executive phase of agreements previously settled, that were finalized at re-organizing, developing and implementing the project related to the field of on-line trading and had as their goal the successful development of me same.

Bipop-Carire S.p.A.'s Board of Directors also approved the project of merger through incorporation of Fineco Holding SpA and Akros Finanziaria SpA into Bipop-Carire SpA. The above mentioned transactions enter to make part of me Group's process of re-structuring and re- organization which is already under way and which will bring about the rationalizing of the chain of control.

The structure of the transaction is articulated in two succeeding steps: the incorporation of the directly controlled Fineco Holding into Bipop-Carire S.p.A., followed by the incorporation of Akros Finanziaria SpA into Bipop-Carire S.p.A. which, as a result of the first merger, will be directly controlled by Bipop-Carire S.p.A.. Akros Finanziaria is, in fact, 99.33% held by Fineco Holding.

In order to complete the merger transactions, the stake held by Bipop- Carire S.p.A. in Fineco Holding (98.05% of the share capital) and in Akros Finanziaria S.p.A. will be cancelled with no exchange. Newly issued shares will be allotted, on the basis of an exchange ratio equal to 7.8 Bipop-Carire shares per each Fineco Holding share and 1.75 Akros Finanziaria shares per each Bipop-Carire share, to third party shareholders of Fineco Holding S.p.A. (who hold 1.95% of the share capital) and to third party shareholders of Akros Finanziaria (who hold 0.67% of the share capital). In order to satisfy such exchange ratios, an increase in share capital will be performed for a maximum of 15,623,325 shares bearing rights as of 1st January 2001.

The financial consultant of such corporate transactions is Rothschild Italia S.p.A.

The transactions will be submitted to the approval of Bipop-Carire S.p.A.'s corporate board. To this end an extraordinary shareholders meeting has been called and will take place in Milan on Thursday 19th April 2001 upon second calling together with the AGM which will be called for the approval of the 2000 year end accounts.

The Board of Directors has commissioned the Chief Executive Officer to arrange the budget in order that the dividend may be increased from Lire 100 to Lire 130 per share and that a buy-back transaction be performed in line of what has been done last year.

Within the regulations of the Italian Bourse and in line with the corporate models of more financially evolved nations, the company's Board of Directors has, furthermore, approved "e;Bipop-Carire's Code of Self-Discipline"e; whereby a system of corporate governance, adhering to the principles suggested, will be adopted.

Bipop-Carire SpA's Board of Directors has assigned the role of General Manager to Mr Maurizio Cozzolini who already held the post of Co- General Manager of the Group while Mr Bruno Sonzogni will continue to carry out the role of Chief Executive Officer.

Bruno Sonzogni, who was already General Manager and board member of Banca Popolare di Brescia, when it was still a co-operative bank, has held the role of CEO since 2nd August 1999. He took on this role in order to realize the ambitious project which involved the merger with Cassa di Risparmio di Reggio Emilia and the transformation of Bipop into a joint stock company; a transaction which represented one of the few true mergers in the national banking industry in recent years.

As a result of the continuing expansion of the group, which requires increasing management and organizational efforts also due to the acquisitions throughout Europe, the Board of Directors have deemed it necessary that the two offices be distinguished separately by thus confirming Sonzogni's assignment as the company's CEO and who has been invested specific duties with regards to personnel and the sales network and by assigning the role of General Manager to Cozzolini who has been granted with extensive authority of operating management.

Maurizio Cozzolini, who is 41 years of age and who holds a degree in economics and business from "e;La Sapienza"e; university of Rome, has been working within the group since 1989 and has had previous working experience in Sefimont, Montedison and Arthur Andersen.

Brescia, 1st March 2001

End of Message

010852 Mär 01

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Bipop-Carire - Kapitalerhöhung

Die italienische Bank Bipop-Carire [ Kurs/Chart ] will ihr Kapital um insgesamt 29,5 Millionen Aktien aufstocken. Wie am Neuen Markt gelistete Bank am Donnerstag weiter bekannt gab, sollen zwei Tochtergesellschaften mit der Mutter verschmolzen werden. Die Kapitalerhöhung solle in drei einzelnen Tranchen erfolgen. Nach ihrem Abschluss wird Bipop insgesamt fünf Kapitalerhöhungen seit Ende vergangenen Jahres absolviert haben.