20 April 2017 Ordinary and Extraordinary Shareholders' Meeting
An UniCredit Shareholders' Meeting was held in Rome in both Ordinary and Extraordinary session on April 20, 2017 (in single call).
In compliance with the provisions of applicable law, any person eligible to vote may choose to be represented in a Shareholders' Meeting in one of the manners illustrated below.
Voting proxies granted to a party designated by the voting rights holder
Parties entitled to vote in the Shareholders' Meetings may, through a proxy granted in writing, be represented in the same, if need be indicating possible substitutes of the representative. If the terms of the proxy arrangement allow so, the proxy may elect to be replaced by a party of his/her choice. Shareholders who wish to use said facility should complete the proxy form issued by the authorized intermediaries at the request of the voting right holder, or the proxy form prepared by UniCredit which may be downloaded and printed from this webpage.
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. Section 1711, Sub-section 2, of the Italian Civil Code doesn't apply. The cases in which a conflict of interest arises regarding the representative or his/her replacement are stated in Section 135-decies of the Legislative Decree no. 58/98.
Representatives may deliver to or send the Company a copy of the proxy instead of the original - electronic media are also admissible - confirming under their own responsibility that the document is a true copy of the original and the identity of the delegating party. Representatives must retain the original proxy, and make a record of any voting instructions received, for a period of one year starting from the conclusion of the Meeting proceedings.
The Company may be given notice of the voting proxy granted by means of a document in electronic format with a digital signature pursuant to Section 21, Sub-section 2, of the Legislative Decree no. 82/05 by sending an e-mail to the address ShareholdersDelegation@unicredit.eu.
Voting proxies granted to the Company-Designated Proxy Holder
Pursuant to Section 135-undecies of the Legislative Decree no. 58/98, the Company has designated Computershare S.p.A., with registered office in Milan at Via Lorenzo Mascheroni no. 19, as the party to which voting rights holders may grant a proxy inclusive of voting instructions regarding all, or some of, the items on the Agenda ("Designated Proxy Holder"). Such proxies are only valid for the proposals for which voting instructions have been provided.
To grant such a proxy, shareholders can fill-in the proxy form prepared by Computershare S.p.A. which may be downloaded and printed from this webpage. The voting rights holder may ask the Company-Designated Proxy Holder for the proxy form 'phoning + 39 0645417413 (available Mondays through to Fridays, from 9 am until 6 pm).
In any case, the proxy - to be sent to the addresses and in the manner specified in the mentioned form - must reach the aforementioned Proxy Holder no later than April 18, 2017. Within the same deadline, the proxies and the voting instructions may be revoked according to the manner indicated in the proxy form.
Questions on the items of the Shareholders' Meeting agenda
On the basis of the provisions of Section 127 ter of the Legislative Decree no. 58/98, all those with voting rights may ask questions on the items on the Agenda of the UniCredit S.p.A. Ordinary and Extraordinary Meeting according to the terms and time-limits given in the call notice published on March 21, 2017.
Questions may be sent by post to the registered office of UniCredit S.p.A. in Rome, Via A. Specchi 16 (with the express indication: "To the attention of the Group Corporate Affairs Department") or via e-mail to firstname.lastname@example.org
The person having the right to ask questions must justify his/her exercise of such right by requesting the intermediary:
a) to issue the communication for the exercise of the right envisaged by Sec. 127 ter of the Italian Legislative Decree no. 58/98 (Sec. 23 of the Regulation concerning central depository services, settlement services, guarantee systems and the related management companies issued by Bank of Italy and CONSOB with Resolution dated Feb. 22, 2008, and further amendments), or
b) to issue the communication aimed at allowing Meeting attendance (Sec. 83 sexies of the Italian Legislative Decree no. 58/98).
Only the questions reaching the Company as above no later than 5 p.m., April 17, 2017, and that will turn out pertaining to the matters on the Agenda - provided it is previously ascertained that all the necessary requisites, including the checking of the right to ask questions, are satisfied - will be given an answer, at the latest, during the Meeting as established by the rules of law.