Notice of call: where and when it is published
The Shareholders' Meeting's notice of call is published on the UniCredit's website and also on the IT platforms of Borsa Italiana and published on the authorised storage mechanism "eMarket STORAGE" managed by Spafid Connect S.p.A.; an excerpt is published on at least one national newspaper. In order to ensure best dissemination, the Company also publishes the notice on newspapers (generally "Il Sole 24 Ore", "MF") included foreign newspapers (generally "Financial Times" and "Handelsblatt").
The deadlines for publishing the notice depend on the matters the Shareholders' Meeting has to decide upon.
More specifically, the notice of call has to be published at least 30 days before the date set for the Shareholders' Meeting for approval of the financial statements and in general for all the cases where any different deadline is provided.
If the Shareholders' Meeting is called to appoint the members of the Board of Directors and the Board of Statutory Auditors, the required deadline is 40 days before the date of the Shareholders' Meeting.
When the Shareholders' Meeting has to authorise the Board of Directors to carry out actions or transactions to counter a public purchase offer, the deadline for publication is 15 days before the Shareholders' Meeting.
Attendance and voting at the Shareholders' Meeting: what has to be done
In order to attend and vote at the Shareholders' Meeting, the authorised financial intermediaries holding the Shareholders' accounts where the UniCredit shares are deposited must be asked to notify the Company about the attendance at the Shareholders' Meeting. This notice will be given on the basis of the shares that have been deposited at the end of the business day of the seventh trading day prior to the date set for the Shareholders' Meeting on first or single call (the "record date").
Those who hold shares after the record date will not have the right to attend and vote at the Shareholders' Meeting. The notice must be received by UniCredit by the end of the third trading day prior to the date set for the Shareholders' Meeting on first or single call. In any case, it will be possible to attend and vote at the Shareholders' Meeting even if the notification is made by the authorised intermediary after the deadline, provided that it is before the Shareholders' Meeting starts.
What is the "record date"?
The record date is the date on which the party asking to attend the Shareholders' Meeting has to be registered as owner of UniCredit shares.
The right to attend the Shareholders' Meeting and the exercise of the voting right is indeed given to those who own the shares on the basis of the accounts' records of the authorised intermediary with respect to the end of the business day of the seventh trading day before the date set for the Shareholders' Meeting.
The records (credit or debit) carried out on the accounts of the intermediary after said deadline will not be considered for the purpose of having the right to vote at the Shareholders' Meeting.
Who is the Company's Designated Proxy Holder
Pursuant to Section 135-undecies of Legislative Decree no. 58/98, the Company can appoint a party ("Designated Proxy Holder") to whom shareholders no later than the end of the second trading day prior to the actual date set for the Shareholders' Meeting may grant a proxy inclusive of voting instructions regarding all, or some of, the items on the Agenda.
The proxy has to be given by signing the applicable form which is available on the Company's website and does not involve any additional cost for the shareholders.
Reports on the items on the Agenda of the Shareholders' Meeting: where and when they are made available
The reports are made available to the public at the registered office of the Company, on the Company's website and on the authorised storage mechanism "eMarket STORAGE" managed by Spafid Connect S.p.A. (www.emarketstorage.com) within the publication deadline provided pursuant to the items on the Agenda or by any other deadline expressly provided by law.
Minutes of the Shareholders' Meeting: when they are available on the Company's website
The minutes of the Shareholders' Meeting must be made available on the Company's website 30 days from the date of the Shareholders' Meeting. Within 5 days from the date of the Shareholders' Meeting, a summary report of the voting must be made available on the Company's Internet site, containing the number of shares represented at the Shareholders' Meeting and the number of shares for which a vote was cast, the percentage of the capital represented by said shares and the number of votes in favour and against the decisions and the number of abstentions.
Why did UniCredit decide to make use of the option envisaged by Article 106 of Decree Law no. 18/2020 to only allow shareholders to participate in the Shareholders' Meeting via the Company-Designated Proxy Holder pursuant to Article 135-undecies of Legislative Decree no. 58/98 and not by holding the meeting remotely?
UniCredit did examine the possibility of holding the Shareholders' Meeting remotely, but given how the pandemic has developed and the extension of the rules designed to prevent the spread of the virus, such an option remains impractical for a listed company of the size of UniCredit with such a broad shareholder base. In truth, holding the Shareholders' Meeting remotely remains impractical not only for technical reasons (e.g. organising hubs in one or more cities where someone delegated by the notary could be present along with a company representative to manage the voting system), but also because such a solution would effectively mean having to face the same healthcare risks as a "normal" Shareholders' Meeting. Moreover, having to manage the potential disruptions - particularly because of the sheer number of participants - because of connection issues could have endangered the meeting itself.
Ultimately, the decision to hold the Shareholders' Meeting via granting proxies to the Company-Designated Proxy Holder is the solution that safeguards the health of the company's shareholders, employees, corporate officers and advisers.
What methods can shareholders use to ask questions concerning the Shareholders' Meeting called for 15 April 2021? Can the Company-Designated Proxy Holder (Computershare S.p.A.) ask or submit questions on behalf of shareholders? Can shareholders respond to any responses received to "pre-Meeting" questions?
At this unusual time, given the unique rules temporarily in place for shareholders' meetings of listed companies, the only way in which shareholders can ask questions about matters on the agenda is by submitting questions during the phase prior to the actual Shareholders' Meeting, as established by Article 127-ter of the Consolidated Law on Finance (TUF). Article 106 of Decree Law no. 18/2020 does not provide for the possibility that the questions to be submitted by the Company-Designated Proxy Holder. As such, UniCredit has decided to answer the questions before the deadline for granting or revoking proxies for the Company-Designated Proxy Holder. However, given the unusual nature of this Shareholder's Meeting because of the pandemic, which has led to exceptional rules to protect the health of shareholders, it is impossible to provide additional space for further answers. The choices made by the Bank are in line with the indications from Consob, as per communication no. 3/2020 of 10 April 2020.
For those granting proxies, is there any cost involved in granting proxies in accordance with Article 135-undecies of the Consolidated Law on Finance (TUF) or via sub-delegation in accordance with Article 135-novies of the TUF to the Company-Designated Proxy Holder?
The granting of proxies to the Company-Designated Proxy Holder pursuant to Article 135-undecies, TUF is free of charge for the shareholder, as specifically stated in the law. Likewise, it is also free of charge for shareholders who to grant proxies, either directly or via sub-delegation, to the Company-Designated Proxy Holder pursuant to Article 135-novies, TUF.