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Shareholders' Meeting

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.

 

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.

 

 

Ordinary Session

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
  • to resolve on the allocation of the profit
  • appoint directors and statutory auditors
  • 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
  • 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:

  1. the remuneration policies for supervisory, management and control bodies as well as for employees;
  2. 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.

 

Extraordinary Session

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.

 

 

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AGM19-1260x844

An UniCredit Shareholders' Meeting was held in Milan in both Ordinary and Extraordinary session on April 11th, 2019 (in a single call)

 

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Updated on 11 June 2019.