UniCredit: launch of the share Buy-Back Programme
11 May 2021 h 08:00
UniCredit S.p.A. (the “Company” or “UniCredit”) announces, in execution of the authorisation granted by the Shareholders’ Meeting of the Company held on 15 April 2021, that it has defined and approved the measures for the execution of the share buy-back programme for a maximum amount of Euro 178,688,534.90 and for a number of UniCredit ordinary shares not exceeding 30,000,000 (the “First Buy-Back Programme 2021”). As already disclosed to the market on 15 April 2021, the First Buy-Back Programme 2021 has been already authorised by the ECB on 12 April 2021.
The First Buy-Back Programme 2021 is aimed at the FY2020 ordinary shareholders remuneration, in accordance with the policy approved by the Board of Directors on 10 February 2021 and coherently with the ECB recommendation issued in December 2020 (the "ECB Recommendation"). In February 2021, the Board of Directors, applying the measures provided in the ECB Recommendation, resolved to allocate to shareholders’ remuneration 15% of the consolidated net profits accumulated in FY2019 and FY2020, adjusted to include the prescriptions of the ECB Recommendation.
For the purpose of executing the First Buy-Back Programme 2021, UniCredit today engaged Citigroup Global Markets Limited as qualified third-party broker (the “Broker”) which will decide on the stock purchases in full independence, also in relation to the timing of the transactions and in compliance with the daily price and volume limits and the terms of the programme (so-called “riskless principal” or “matched principal”).
The First Buy-Back Programme 2021 has the following features:
purposes and procedures according to which the purchases may be made: the First Buy-Back Programme 2021 will be implemented for the purposes set forth in Article 5, paragraph 2, letter a), of Regulation (EU) 596/2014 (the “MAR”) and the individual purchases shall be made in compliance with Article 132 of the Italian Consolidated Financial Act, Article 144-bis, paragraph 1, letter b), of CONSOB Regulation no. 11971/99, as well as in compliance with Article 5 of the MAR and Delegated Regulation (EU) 2016/1052;
maximum amount in cash allocated to the First Buy-Back Programme 2021 and maximum number of shares to be purchased: the purchases will be made, also partially and in one or more transactions, for a total expenditure up to Euro 178,688,534.90 and, in any case, not exceeding no. 30,000,000 ordinary UniCredit shares (the latter equal to approximately 1.34% of UniCredit's share capital at the date of this press release);
duration of the First Buy-Back Programme 2021: the purchases will start in the current week and pursuant to the mandate granted to the Broker, it is envisaged that the purchases may be completed indicatively by the end of July 2021;
minimum and maximum price: the purchases must be made in accordance with the limits set out by Delegated Regulation (EU) 2016/1052, it being understood that the purchase price cannot diverge downwards or upwards by more than 10% from the official price that will be registered by the UniCredit share in the trading session of the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction;
exchange: the purchases will be made on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A.
The transactions completed will be disclosed to the market in accordance with the terms and conditions set out in the laws and regulations in force.
Any subsequent changes to the First Buy-Back Programme 2021 will be promptly disclosed to the public in the manners and terms provided for by the laws and regulations in force.
Finally, it should be noted that as of the date of this press release UniCredit holds no. 4,760 treasury shares in the portfolio, equal to 0.00021% of the share capital of UniCredit at the same date.
The ordinary UniCredit shares that will be acquired as part of the First Buy-Back Programme 2021 will be cancelled in execution of the resolution of the abovementioned extraordinary Shareholders’ Meeting.
For further details, please refer to the authorisation resolution approved by the Shareholders’ Meeting and the related report by the Board of Directors, available in the “Governance” section of the Company’s website (www.unicreditgroup.eu) and on the eMarket STORAGE (www.emarketstorage.com).
Milan, 11 May 2021
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UniCredit: 1Q21 Group Results. Excellent fees and seasonally low cost of risk underpin strong profitability
06 May 2021 h 07:00
Assessment of the regulatory requirements
05 May 2021 h 18:59
On May 5, 2021, following the favourable opinion of the Corporate Governance & Nomination Committee, the board of directors carried out, in compliance with the applicable provisions, the assessment of the requirements of the members of the Board of Directors and the substitute Statutory Auditor, appointed by the Shareholders’ Meeting on April 15, 2021.
With reference to the independence requirements, the board of directors assessed and confirmed that the corporate officers possess the requirements declared on occasion of their appointment on the basis of the statements they made and of the information available to UniCredit. Specifically:
- Directors Lamberto Andreotti, Vincenzo Cariello, Elena Carletti, Jayne-Anne Gadhia, Jeffrey Alan Hedberg, Beatriz Ángela Lara Bartolomé, Luca Molinari, Maria Pierdicchi, Francesca Tondi and Alexander Wolfgring are independent pursuant to the Legislative Decree no. 58/1998 (“Italian Consolidated Law on Finance”), the Decree issued by the Ministry of Economics and Finance no. 169/2020 (“Decree”) and the Italian Corporate Governance Code;
- Chairman Pietro Carlo Padoan is independent pursuant to the Italian Consolidated Law on Finance and the Italian Corporate Governance Code;
- Director Renate Wagner is independent pursuant to the Italian Consolidated Law on Finance and the Decree;
- the substitute Statutory Auditor Ciro Di Carluccio is independent pursuant to the Italian Consolidated Law on Finance, the Decree and the Italian Corporate Governance code.
With specific reference to the independence requirements laid down by the Italian Corporate Governance Code, information was taken into account relating to the existence of direct or indirect relationships (credit relationships, business/professional relationships and employee relationships, as well as significant offices held) that the corporate officers and their other connected subjects may have with UniCredit and Group Companies.
In order to assess the potential significance of these relationships, the board of directors decided not to solely set pre-defined economic targets, which – if exceeded – could "automatically" indicate that independence was compromised. To guarantee an assessment of both objective and subjective aspects, the following criteria were taken into account: (i) the nature and characteristics of the relationship; (ii) the total amount in absolute and relative terms of the transactions; and (iii) the subjective profile of the relationship.
More specifically, for the purposes of assessing the significance of such relationship, the following information, where available, is considered by the board:
credit relations: the amount in absolute value of the credit granted, its weighting in relation to the system and, where appropriate, the economic and financial situation of the borrower;
professional/commercial relations: the characteristics of the transaction/relationship, the amount of the consideration and, where appropriate, the economic and financial situation of the counterparty; and
offices held in Group companies: the total amount of any additional remunerations.
Following the above assessment, no relationships emerged affecting the independence of Directors and of the substitute Statutory Auditor.
Milan, May 5, 2021
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UniCredit and DZ Bank grant Duferco €72 million for a new sustainable steel plant
29 April 2021 h 11:00
The two banks are funding investments that will allow the company to build an innovative plant in Brescia based on advanced environmental standards
UniCredit and DZ Bank have granted Duferco, supported by the German Export Credit Agency (ECA) Euler Hermes by means of a buyer's credit, a loan of €72 million for the construction of a new production plant, based on advanced environmental standards, that will enable the company to carry out cutting-edge production processes at the Brescia site with the emphasis on sustainability and benefitting from positive environmental impacts.
The loan has been granted to Duferco Travi e Profilati, the Italian company of the Group among the European leaders in the production of beams and long laminates, to support the purchase and installation of an innovative production line, built by German manufacturer SMS group GmbH, that will make it possible to expand and innovate the production capacity of the San Zeno Naviglio site, in the province of Brescia. The project will allow the company to produce so-called ‘long’ products with a vertically integrated cycle, a sector in which Duferco boasts a market share of around 40% in Italy.
The new plant, which will increase production capacity by 650,000 tonnes, will be built according to the most advanced environmental standards in terms of both energy, with the prevalent use of energy from renewable sources (and the possibility of a hydrogen power supply), and the materials used, which will include 97% ferrous waste. It will also bring direct and indirect employment opportunities to the area.
The loan has been taken out for 11 years, with UniCredit and DZ Bank serving as Mandated Lead Arrangers and Bookrunners. UniCredit also acts as ECA Agent and Facility Agent.
“This is a forward-looking project”, explains Augusto Gozzi, CEO at Duferco Travi e Profilati, “in that it represents an important investment that confirms our group's projection towards an innovative and sustainable development model. Integrated with the San Zeno Naviglio steel plant, the new SBM (SanZeno Beam Mill) will be entirely powered by renewable sources and will equip Duferco Travi e Profilati with an extremely efficient system in the heart of the Italian and European consumer market, allowing for the verticalisation of steel production. The overall investment, which amounts to some €180 million, will also create new direct employment for around 150 people and countless opportunities for other activities in the area”.
“We are particularly pleased to have completed this transaction in Duferco’s favour for a number of reasons”, explains Alfredo De Falco, Head of CIB Italy at UniCredit. “We are, in fact, supporting an investment that will create new jobs, place the greatest emphasis on sustainable production processes and increase the competitiveness in European markets of an Italian company that has shaped the history of the steel sector and is growing thanks to innovation. Our European dimension has allowed us to complete a cross-border transaction that also involves a leading German supplier and client, demonstrating our ability to offer concrete and effective solutions to meet businesses’ needs”.
With 900,000 tonnes of steel produced every year at the 9 plants located in Italy, France and Denmark, the steel division of DUFERCO is the European leader in the production of beams and long rolled products. The new plant is expected to go into production by the end of 2022.
UniCredit Media Relations:
Amendment of Articles of Association
28 April 2021 h 10:00
This is to inform you that the new Articles of Association, modified by the Extraordinary Shreholders' Meeting of 15 April 2021, has been published and is available on the Company’s website www.unicreditgroup.eu and on the website of the authorized storage mechanism “eMarket STORAGE” managed by Spafid Connect S.p.A (www.emarketstorage.com) and it is available to shareholders at the Company’s Registered Office in Milan.
Link UniCredit SpA:
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