The capital of the Bank of Italy is set at €7,500,000,000 in registered shares with a unitary nominal value, established by law, of €25,000.
Shares may be held by banks and insurance and re-insurance firms, legally registered and with head office in Italy; foundations according to the provisions of Article 27 of Legislative Decree 153/1999; social security institutions and insurance companies and institutions with head office in Italy; and pension funds established according to Article 4(1) of Legislative Decree 252/2005.
Law 5/2014 set new rules for the Bank of Italy’s capital with the purpose, among other things, of increasing the number of shareholders by establishing a 3 per cent ceiling on the share of capital a single shareholder may hold. Any shares in excess of the limit do not carry voting rights and - save for the transition period that will expire at the end of 2016 - the dividends on those shares will be transferred to the Bank’s statutory reserves.
Shareholders' meetings are ordinary or extraordinary. Extraordinary shareholders' meetings decide on amendments to the statute; ordinary shareholders' meetings decide on all other matters specified by the statute.
The annual ordinary general meeting of shareholders is held not later than 31 March, to approve the annual accounts, the allocation of the net profit and, where necessary, the election of the members and chair of the Board of Auditors. Moreover, no later than 31 May every year the Bank of Italy publishes its annual report on economic and financial developments that forms the basis for the Governor’s Concluding Remarks, which are delivered during a public meeting not limited to the shareholders.
Article 38 of the statute deals with the distribution of profits. The Board of Directors, acting on a proposal from the Governing Board and after consulting the Board of Auditors, draws up the plan for the distribution of the net profit and decides on its presentation to the Shareholders' Meeting for approval. The net profit is distributed as follows:
- to ordinary reserves, up to a maximum of 20 per cent of net profit,
- to shareholders that owned their shares at the end of the fortieth day before the first notice convening the shareholders’ meeting, up to a maximum of 6 per cent of capital,
- to special reserves and provisions, up to a maximum of 20 per cent of net profit, and
- to the State, the remaining sum.
Dematerialization of shareholdings in the Bank of Italy's capital
The Bank of Italy’s Board of Directors began the process of dematerializing shareholdings in the Bank of Italy’s capital by passing a resolution to transfer them in dematerialized form to the central securities depository Monte Titoli SpA effective 18 January 2016 (Gazzetta Ufficiale, Part II, No. 19 of 15 October 2015). The paper certificates representing the shares ceased to be valid on the date the dematerialization came into effect.
On 18 January 2016, securities accounts were opened with the Bank of Italy for each shareholder as they appeared in the shareholders’ register on 2 January 2016.
The custody of the dematerialized shares and all activities relating to their transfer are governed by a securities custody contract. There will be dedicated guidelines for all activities connected with the transfer of the shares and related communications with the Bank of Italy.
The formalities for the dematerialization of the shares are set out in a Notice to Shareholders.
Bank of Italy repurchase of own shares from market makers
As at the end of the first four months of 2016 the Bank of Italy completed the sale of shares held by shareholders in excess of the 3 per cent limit, for a nominal value of approximately €1 billion; shares for a nominal value of approximately €4 billion have still to be placed.
The emergence of a secondary market for the shares would help to complete the redistribution of the ownership of the Bank’s capital now under way . To this end, a dedicated market segment of the e-MID will be created in which market makers will undertake to buy and sell Bank of Italy shares within pre-determined limits. The risk that market makers, if they are also Bank of Italy shareholders, exceed the 3 per cent limit could result in less effective market making and a less liquid secondary market for the shares.
Taking account of this and in compliance with the law, the Bank of Italy has stated its willingness to temporarily buy from market makers active on the e-MID any shares they hold in excess of the 3 per cent limit if these are the result of purchases made as market makers. This mechanism does not, therefore, concern the initial redistribution of the shares that must take place before the end of 2016.
The shares purchased by the Bank of Italy will be sold to investors who are able to buy them without exceeding the 3 per cent limit, excluding the market maker who sold them back to the Bank. Purchases by the Bank of Italy cannot exceed €500 million nominal on a yearly basis and will be made at a price equal to or below the nominal value. These shares must subsequently be sold in the twelve months after the purchase and will be handled by the selling market maker. Once that deadline has expired, the Bank of Italy will conduct the sale itself in the shortest possible time. This mechanism is designed to protect the Bank from any losses. The Bank of Italy will ensure the whole process is made public and, as required by law, will report to Parliament on the matter once a year.
The general scheme governing the purchases of own shares was approved by the Board of Directors at its meeting on 28 April 2016 after receiving a favourable opinion from the Board of Auditors.