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Shareholders structure

 

UniCredit is a public company with a free float equal to 100% of the shares outstanding and there are no controlling shareholders or shareholders' agreements. 

 

 

Shareholders Meetings

 

Shareholders Meeting gives an opportunity for shareholders and management to exchange opinions which is of vital importance to the life of a listed company. 

Both Ordinary and the Extraordinary Shareholders' Meetings will be called, within the deadline envisaged under law, via a notice of call published on our website as well as through other channels provided for under law and regulatory provisions.

Within the deadline for publishing the notice calling the Shareholders' Meeting in accordance with each of the items on the Agenda - or by any other deadline provided by other provisions of the law - the Company will make available to the public at its registered office, on its website and in the manners envisaged by Consob regulatory provisions, a report on each of the items on the Agenda.

The Shareholders' Meeting is chaired by the Chairman of the Board of Directors in accordance with the Articles of Association. The Chairman of the Meeting has full powers to conduct the meetings in accordance with the criteria and procedures envisaged by the existing law and the Regulations governing General Meetings.

Those on whose behalf the Company has received notification from the broker holding their accounts by the deadline stated under current provisions are entitled to attend the Shareholders' Meeting and exercise their right to vote. 

In Ordinary session, Shareholders' Meeting is convened at least once a year, within 180 days from the end of the financial year, to pass resolutions on the matters that it is responsible for deciding pursuant to current laws and to the Articles of Association. More specifically, in Ordinary session Shareholders' Meeting:

 

  • approves the financial statements for the financial year;
  • resolves upon the allocation of profits;
  • appoints the Directors and the Statutory Auditors and establishes their remuneration;
  • appoints an auditing firm for statutory certification of the accounts;
  • resolves on any revocation of Directors or Statutory Auditors and of the engagement of the auditing firm as well.

 

 

Powers of Ordinary Shareholders' Meeting with regard to remuneration

Besides establishing the remuneration of members of the bodies it has appointed, it also approves the remuneration policies for the members of the supervisory, management and control bodies as well as for the employees and equity-based compensation schemes.

 

Find out more Shareholders' Meeting

An Extraordinary Shareholders' Meeting is convened whenever it is necessary to resolve upon any of the matters that are exclusively attributed to it by the current laws. 

Specifically, in extraordinary sessions Shareholders' Meeting passes resolutions on amendments to the Articles of Association and on transactions of an extraordinary nature such as capital increases, mergers and demergers.

Meetings quorum

 

Ordinary Shareholders' Meeting

Quorum required to form a Meeting

·  in a single call: at least half of the share capital

·  on second call: there is no quorum required for the meeting to be valid (regardless of the capital represented at the meeting)

Quorum of resolutions

·  absolute majority of the capital represented

·  a higher majority is required to decide a ratio between the variable and the fixed component of individual staff remuneration that is higher than 1:1 but that does not exceed the ratio of 2:1:

- vote in favour by at least 2/3 of the share capital represented at the Shareholders' Meeting if the Shareholders' Meeting comprises at least half of the share capital;

- vote in favour by at least 3/4 of the share capital represented at the Shareholders' Meeting regardless of the share capital represented at the Shareholders' Meeting.

 

Extraordinary Shareholders' Meeting

Quorum required to form a Meeting

·  in a single call: at least half of the share capital

·  on second call: over a third of the share capital

·  calls following the second call: at least a fifth of the share capital

Quorum of resolutions

·  In all cases, the Shareholders' Meeting will decide with the vote in favour of at least 2/3 of the capital represented

Meeting regulations

The Shareholders' Meeting has adopted internal regulations governing the conduct of the Shareholders' Meeting

Articles of Association

Title IV of our Articles of Association contains the provisions on Ordinary and Extraordinary Shareholders' Meeting

Frequently asked questions

Consult the most frequently asked questions about Shareholders' Meeting attendance and documentation