08 April 2022 Ordinary and Extraordinary Shareholders' Meeting
Shareholders' Meeting without physical attendance
UniCredit- in accordance with the provisions of Article 106 of Law Decree no. 18/2020 converted into Law no. 27/2020 ("Decree") and amended by Law Decree no. 228/2021 - 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 was held in Milan in both Ordinary and Extraordinary session on 8 April 2022 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.
Voting proxies and Company-Designated Proxy Holder
In order to minimize the risks for Shareholders associated with the pandemic emergency still ongoing, the Company - in accordance with the provisions of Article 106 of Law Decree no. 18/2020 converted into Law no. 27/2020 ("Decree") and amended by Law Decree no. 228/2021 - 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.
Those who have the right to vote have therefore necessarily to grant a proxy and voting instructions to Computershare S.p.A., with registered office in Milan and offices at via Nizza, 262/73 in Turin, the Representative designed for this purpose by the Company pursuant to Article 135-undecies of the TUF, in accordance with the procedures provided for by the current legislation.
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 18 March 2022 it is possible to complete the guided process to fill in and send the proxy and voting instructions form, which must be done by 12.00 noon on 7 April 2022.
• using the specific proxy form that can be downloaded from this web page, here available. This must be submitted by 6 April 2022 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.
To the Company-Designated Proxy Holder, according to the Decree, also delegations or sub-delegations pursuant to Article 135-novies of the TUF may be conferred, with the possibility to use the delegation/sub-delegation 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 30 March 2022 will be answered by 5 April 2022, by the answer being published on the UniCredit S.p.A. website (www.unicreditgroup.eu/agm8april2022). 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.
The Company will not answer any pre-Shareholders' Meeting questions that do not comply with the methods, terms and conditions indicated above.
The document below contains the Company's answers to the questions received pursuant to article 127-ter of Legislative Decree no. 58/98.
Notice of call
Shareholders' Meeting Documentation
1. Approval of the 2021 financial statements
2. Allocation of the net profit of the year 2021
3. Elimination of negative reserves for components not subject to change by means of their definitive coverage
4. Authorisation to purchase treasury shares aimed at remunerating the shareholders. Consequent and inherent resolutions
5. Appointment of the Board of Statutory Auditors and of the substitute Statutory Auditors
6. Determination of the remuneration due to the Board of Statutory Auditors
7. 2022 Group Remuneration Policy
8. Remuneration Report
9. 2022 Group Incentive System
10. Amendment to Group incentive systems based on financial instruments. Consequent and inherent resolutions
1. Amendments to clause 6 of the Articles of Association. Consequent and inherent resolutions
2. Amendments to clauses 20, 29 and 30 of the Articles of Association
3. Cancellation of treasury shares with no reduction of share capital; consequent amendment to clause 5 of the Articles of Association. Consequent and inherent resolutions