Shareholders' Meetings are called on to pass resolutions pursuant to the terms and conditions and on the topics envisaged by the current laws and under the Bank's Articles of Association.
In Ordinary Session, Shareholders' Meetings are convened at least once per year, within 180 days of the end of the financial year, to pass resolutions on topics over which they have jurisdiction pursuant to current laws and to the Bank's Articles of Association. Specifically, in an ordinary session Shareholders' Meetings are called upon to approve the balance sheet and to resolve on the allocation of the profit, appoint directors and statutory auditors, and appoint external auditors for statutory certification of the accounts. Additionally, Shareholders' Meetings are called upon to pass resolutions on any early termination of the directors or auditors, or on the termination of the appointment of external auditors for the statutory certification of the accounts. Further to establishing the consideration payable to the corporate bodies it appoints, in an Ordinary Session Shareholders' Meetings also approve: (i) the remuneration policies for supervisory, management and control bodies as well as for employees; (ii) equity-based compensation schemes. Furthermore, the Ordinary Shareholders' Meetings can exercise, on the occasion of the remuneration policies' approval, the faculty to determine a ratio of variable to fixed remuneration of employees higher than 1:1, but in any case not exceeding the ratio of 2:1 or the lower ratio fixed by law or regulation from time to time in force.
Shareholders' Meetings are convened in Extraordinary Session as and when required to pass resolutions on any of the issues over which they are empowered pursuant to applicable law. Specifically, in extraordinary sessions Shareholders' Meetings pass resolutions on amendments to the Articles of Association and on transactions of an extraordinary nature such as capital increases, mergers and demergers.
Both Ordinary and Extraordinary Shareholders' Meetings are convened, according to law, via a notice published on the Company's website and through the other methods envisaged by both legal and regulatory provisions.
Before the expiry of the term for the publication of the Shareholders' Meeting call notice provided for for each item on the agenda, or prior to any other deadline envisaged by other legal provisions, the Board of Directors shall publish a report on each item on the agenda and make said report publicly available at the Company's registered office, on its website, and through the other channels provided for by CONSOB regulations.
Shareholders' Meetings are chaired by the Chairman of the Board of Directors or, if he is absent or unable to attend, by the Deputy Vice-Chairman or, if he is absent or unable to attend, by the oldest Vice-Chairman present. If both the Chairman and all Vice-Chairmen are absent or unable to attend, the Shareholders' Meeting shall be chaired by a Director or by a shareholder nominated by meeting attendees. The Chairman of the Shareholders' Meeting shall be assisted by a Secretary designated by the majority of those holding voting rights. The assistance of a Secretary is not required when the minutes of the Meeting are drawn up by a notary assigned by the Chairman.
The Chairman of the Shareholders' Meeting is fully empowered to moderate the meeting proceedings, in compliance with the principles, terms and conditions established by the provisions in force and by the General Meeting Regulations.
Eligible to attend Shareholders' Meetings are those who hold voting rights and in respect of whom the Company has received, from the broker holding the relevant securities account, the notification within the deadline set forth by applicable law.
Voting by proxy
Representation at Shareholders' Meetings
In compliance with the provisions of applicable law, any person entitled to vote may choose to be represented in a Shareholders' Meeting by proxy, if need be indicating the name of one or more possible representative's substitutes. If the terms of the proxy arrangement allow so, the proxy may elect to be replaced by a party of his/her choosing.
Proxies must be granted in writing, to a named party and are revocable at all times, notwithstanding any agreement to the contrary.
In order to grant a proxy, it is possible to make use of the proxy form issued by authorized brokers at the entitled person's request or of the proxy form prepared by UniCredit which may be downloaded and printed from the Company's website.
The proxy may be granted only for single Shareholders' Meetings and is valid also for the subsequent calls, unless it is a full power of attorney or a proxy granted by a company, association, foundation or other collective entity or institution to an employee of its own.
If the proxy is bestowed upon a company, association, foundation or other collective entity or institution, such parties may only delegate one of their employees or associates.
The granting of a proxy to a representative who is in a position of conflict of interest is permissible provided that the representative notifies the shareholder in writing of the circumstances out of which the conflict arises, and provided that specific voting instructions are issued for each resolution on which the representative is scheduled to vote on the shareholder's behalf. It is incumbent upon the representative to provide proof that he/she has notified the shareholder regarding the circumstances out of which the conflict of interest arises. The cases in which a conflict of interest arises in any event, regarding a representative or his/her replacement, are listed in Section 135-decies of Legislative Decree no. 58/98.
Representatives may deliver or send a copy of the proxy rather than the original - electronic media are also admissible - having, under their own responsibility, certified that the proxy corresponds to the original and having also certified the identity of the delegating party. Representatives must retain the original proxy and make a record of any voting instructions they have received, for a period of one year from the conclusion of the Meeting proceedings.
Voting proxies may also be granted by means of a document in electronic format with qualified electronic signature or digital signature and also electronically notified to the Company according to the instructions established in the call notice, or by other available methods pursuant to the provisions of law and regulations as in force at the time.
Company-Designated Proxy Holder
Pursuant to Section 135-undecies of Legislative Decree no. 58/98, the Company shall designate a party ("Designated Proxy Holder") to whom, no later than the end of the second trading day prior to the date scheduled for the Shareholders' Meeting even in call subsequent to the first one, voting rights holders may grant a proxy inclusive of voting instructions regarding all, or some of, the items on the agenda. Such proxies are valid only for the items for which voting instructions have been given.
Proxies of this nature are granted by signing a proxy form, which may be downloaded and printed from the Company's website, the content of which is provided for pursuant to CONSOB regulations. No expenses are incurred by shareholders in granting proxies of this nature. Proxies and voting instructions sent to the Designated Proxy Holder are always revocable prior to the above-stated deadline.
With regard to items on the agenda, the Designated Proxy Holder is duty-bound to provide information about any interest that he/she may have, either on his/her own account or on behalf of third parties. The Designated Proxy Holder shall also keep voting instructions confidential until the ballot starts, save for passing on said information to his/her own employees and assistants, who in turn are required to observe the same confidentiality requirements.
Integration of the Agenda and submission of new resolution proposals
Shareholders who, even jointly, represent at least 0.50% of the UniCredit share capital, may ask for the Shareholders' Meeting agenda to be integrated and/or to submit resolution proposals on items already on the agenda, according to the cases, methods, terms and conditions outlined in Section 126-bis of the Legislative Decree no. 58/98 and in the Articles of Association. The requests, together with the documentation certifying the ownership of the shareholding, must be submitted in writing.
Shareholder integration of the agenda is not admissible for topics which Shareholders' Meetings are called upon to resolve, according to law, following the submission of proposals by the Directors, or on the basis of plans or reports drafted by the Directors, other than those indicated in Section 125-ter, sub-sec. 1, of the Legislative Decree no. 58/98.
Shareholders requesting additions to the agenda must prepare a report stating the reasons for their resolution proposals on the new matters they propose for discussion; such report shall be forwarded to the Board of Directors by the final deadline for the submission of the request for addition.
Within the deadline envisaged by the applicable provisions, Shareholders must sent to the Board of Directors the report giving the reason for the request of addition to the agenda or the resolution proposal on items already on the agenda.
Any person entitled to vote may individually submit resolution proposals at the Meeting.
Additions to the agenda and further resolution proposals on items already on the agenda shall be disclosed, in the same ways established for the publication of the notice of call, according to the terms outlined in the applicable provisions of law or regulations.
At the same time as the disclosure notice, the reports drawn up by the persons requiring the additions and/or the further resolution proposals submitted, together with any Board of Directors considerations, will be made available to the public, in the same ways provided for for the documents concerning the Shareholders' Meeting.
The Right to Submit Questions Prior to the Shareholders' Meeting
Pursuant to Section 127-ter of Legislative Decree no. 58/98, those who are entitled to vote may submit questions pertaining to items on the agenda even prior to Shareholders' Meetings.
Questions received by the Company prior to the Meeting shall be answered - subject to the right thereto being ascertained - during the Meeting itself at the latest. The Company is entitled to provide a single answer to questions on the same subject matter.
The notice of call sets out the term within which the questions asked prior to the Shareholders' Meeting must reach the Company.
The term cannot be earlier than three days prior to the date of the Meeting in first or sole call, or five days if the notice of call states that the Company provides, prior to the Meeting, an answer to the questions received. In the latter case the answers shall be provided at least two days prior to the Meeting also by publication in a special section of the Company's website.
Answers may not be provided, not even during the Meeting, if the requested information is already available in "FAQ" format on the Company's website or when the answer has been published.
The answer made available in printing to each of those entitled to vote at the beginning of the Meeting is deemed provided during the Meeting itself.