11 April 2019 Ordinary and Extraordinary Shareholders Meeting
An UniCredit Shareholders' Meeting is convened in Milan in both Ordinary and Extraordinary session on April 11th, 2019 (in a single call).
The Shareholders' Meeting documentation is available on this section; moreover, general information on the Shareholders' Meeting process is available on the "Shareholders' Meeting" section.
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 qualified electronic signature or digital signature by sending an e-mail to 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., whose offices are in Turin, at Via Nizza no. 262/73, 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 0110923200 (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 9th, 2019. Within the same deadline, the proxies and the voting instructions may be revoked according to the manner indicated in the proxy form.
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 February 19th, 2019.
Questions may be sent by post to the registered office of UniCredit S.p.A. in Piazza Gae Aulenti, 3 - Tower A - 20154 Milan (with the express indication: "To the attention of the Group Corporate Affairs Department") or via e-mail to email@example.com
The legitimacy of the applicant shall be ascertained on the basis of the notice given by the broker according to sec. 43 of the Bank of Italy-Consob Resolution dated August 13, 2018, or by means of the communication pursuant to sec. 83-sexies of the TUF, issued by the broker to allow attendance of the Shareholders' Meeting.
Only the questions reaching the Company as above no later than 5 p.m., April 8th, 2019, 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.
Notice of call
Shareholders' Meeting Documentation
1. Approval of the 2018 financial statements; elimination of so-called "negative reserves" for components not subject to change by means of their definitive coverage
2. Allocation of net profit of the year 2018
3. Appointment of the Board of Statutory Auditors and of the substitute Statutory Auditors
4. Determination of the remuneration due to the Board of Statutory Auditors
5. Integration of the Board of Directors
6. 2019 Group Incentive System
7. 2019 Group Compensation Policy
8. Group Termination Payments Policy
9. Authorisation to purchase and dispose of treasury shares. Consequent and inherent resolutions
1. Delegation to the Board of Directors to carry out a free capital increase for a maximum amount of € 7,344,935 in order to complete the execution of the 2018 Group Incentive System and consequent amendments to the Articles of Association
2. Delegation to the Board of Directors to carry out a free capital increase for a maximum amount of € 131,453,966 in order to execute the 2019 Group Incentive System and consequent amendments to the Articles of Association
3. Amendments to clause no. 6 of the Articles of Association