31 March 2023 Ordinary and Extraordinary Shareholders' Meeting
Shareholders' Meeting without physical attendance
The Company - in accordance with the provisions of Article 106 of Law Decree no. 18/2020 converted into Law no. 27/2020 and subsequent amendments/integrations - 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 31 March 2023 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
The Company - in accordance with the provisions of Article 106 of Law Decree no. 18/2020 converted into Law no. 27/2020 and subsequent amendments/integrations ("Decree") - 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 clicking here that has been created and is managed directly by Computershare S.p.A. Using this web application, from 1 March 2023 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 30 March 2023.
• using the specific proxy form that can be downloaded from this web page, here available. This must be submitted by 29 March 2023 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.
As provided for in Article 127-ter of the TUF, those who are entitled to vote may submit questions pertaining to items on the agenda prior to the Shareholders' Meeting by sending these:
- via e-mail to firstname.lastname@example.org or
- via registered mail with the notice of receipt to the Company's Registered Office (with the express indication: "To the attention of the Group Corporate Affairs Department"),
with their identification and contact details.
The entitlement of those asking questions shall be ascertained based on the notice given by the broker according to Article 43 of the Bank of Italy-Consob Resolution dated 13 August 2018, or by means of the communication pursuant to Article 83-sexies of the TUF to allow attendance at the Shareholders' Meeting. Those interested are invited to send the Company, together with their questions, a copy of the documentation proving their entitlement.
The questions must be received no later than 22 March 2023.
The questions received and that will result to be pertinent to the matters on the agenda, will be given an answer by 28 March 2023 on Company website (www.unicreditgroup.eu/agm31march2023).
The Company will not answer questions that do not respect the above modalities, due dates and conditions.
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 2022 Financial Statements
2. Allocation of the net profit of the year 2022
3. Elimination of negative reserves for the components not subject to change by means of their definitive coverage
5. 2023 Group Remuneration Policy
6. Remuneration Report
7. 2023 Group Incentive System
8. Application of the ratio between variable and fixed remuneration of 2:1 across the organization
9. Determination of the number of Directors
1. Delegation to the Board of Directors to carry out a free capital increase to the service of the 2017-2019 LTI Plan and amendment and integration of the delegations of authority given to service to the Group Incentive Systems already approved; consequent amendments and integrations of clause 6 of the Articles of Association
2. Delegation to the Board of Directors to carry out a free capital increase to service the 2022 Group Incentive System and other forms of variable compensation and consequent integration of clause 6 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