15 April 2021 Ordinary and Extraordinary Shareholders Meeting
COVID-19 emergency - Shareholders' Meeting without physical attendance
In order to minimize the risks for Shareholders associated with the ongoing health emergency, the Company - in accordance with the provisions of Article 106 of Legislative Decree no. 18/2020 converted into Law no. 27/2020, which introduced some exceptional dispositions applicable to the meetings of listed companies - has decided to make use of the right to provide that the Shareholders' attendance at the Shareholders' Meeting shall be made exclusively through the Company-Designated Proxy Holder pursuant to Article 135-undecies of Legislative Decree no. 58/98, without physical participation by the shareholders.
The information to participate by proxy is available on this web page, in the below section "Voting Proxies"
The Shareholders' Meeting is convened in Milan in both Ordinary and Extraordinary session on April 15th, 2021 in a single call.
The Shareholders' Meeting documentation is available on this section; moreover, general information on the process is available on the Shareholders page, in 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 and Company-Designated Proxy Holder
In accordance with Article 106 of Legislative Decree no. 18/2020, as ratified and amended by Law no. 27/2020 ("Decree"), which introduced some exceptional provisions for the meetings of listed companies, in order to minimize the risks associated with the ongoing pandemic, UniCredit has decided to make use of the right to establish that shareholder attendance at the Shareholders' Meeting will be exclusively via the Company-Designated Proxy Holder pursuant to Article 135-undecies of Legislative Decree no. 58/98.
In accordance with the aforesaid provisions, any Shareholder who intends to participate in the Shareholders' Meeting must grant a proxy and voting instructions to Computershare S.p.A., whose offices are in Turin, at Via Nizza 262/73, in its role as the Company-Designated Proxy Holder for this purpose pursuant to Article 135-undecies of Legislative Decree no. 58/98. This must be done according to the methods established by the current legal framework.
Consequently, any proxies with voting instructions, for all or some of the proposals on the Agenda, must be conferred:
- preferably using the specific web application that has been created and is managed directly by Computershare S.p.A. Using this web application, from March 25th 2021 it will be possible to complete the guided process to fill in the proxy and voting instructions form, which must be done by 12.00 noon on April 14th, 2021. The web application can be accessed by clicking here
- using the specific proxy form that can be downloaded from this web page, here available. This must be submitted by April 13th, 2021 using the addresses provided and the procedures specified on the form.
By the abovementioned deadline, a proxy and voting instructions may also be revoked using the methods indicated above. A proxy is only valid for the proposals for which voting instructions have been provided.
Without changing the need for a proxy to be assigned to the Company-Designated Proxy Holder, proxy holders can also sub-delegate to the Company-Designated Proxy Holder. This is pursuant to Article 135-novies of the Consolidated Law on Finance (TUF) and as an exception to Article 135-undecies, subsection 4, of the TUF. Any such "intermediate" granting of proxies can be done using the form that can be downloaded from this web page, here available.
In accordance with Article 127-ter of Legislative Decree no. 58/98, anyone holding voting rights may ask questions on the items on the agenda of the UniCredit S.p.A. Shareholders' Meeting, provided they comply with the terms and deadlines indicated in the notice of call.
Questions can be sent by ordinary post to the registered office of UniCredit S.p.A. at 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
Please note that any questions received as above by no later than April 6th, 2021 will be answered by April 12th, 2021, by the answer being published on the UniCredit S.p.A. website (www.unicreditgroup.eu/agm15april2021). This is provided that the question is pertinent to the items on the agenda and that it has been verified that all the necessary requirements, including checking the right to ask questions, are satisfied.
Given the current pandemic and the methods being adopted for this Shareholders' Meeting, this deadline means shareholders will still have time to confer their proxy and voting instructions to the Company-Designated Proxy Holder, taking into account the answers provided by the Company to any questions they have asked.
The Company will not answer any pre-Shareholders' Meeting questions that do not comply with the methods, terms and conditions indicated above.
The Pre-Shareholders' Meeting Q&A will be attached to the Shareholders' Meeting minutes, which will be published in accordance with the law.