Ad-hoc-Meldung / Ad hoc Release
nach § 15 WpHG / pursuant to § 15 of the German Securities Trading Act
The UniCredit General Shareholders' meeting approved the financial statements 2006
Today the Ordinary and Extraordinary General Shareholders' Meeting of UniCredit SpA was held in Genova.
The Ordinary Shareholders' Meeting approved 2006 year-end Parent Company financial statements, which showed a net profit of €3,015 million vs. €1,777 million in the previous year. Thanks to this result, UniCredit's shareholders passed a resolution approving distribution of a unitary dividend of €0.240 per ordinary share and of €0.255 per savings share, respectively 9.1% and 8.5% higher than the previous year's levels. The dividend, as approved by the Shareholders' Meeting, will be available for payment on May 24th 2007, with the share going ex-dividend on May 21st 2007.
UniCredit's Chief Executive Officer also illustrated the Group 2006 consolidated year-end financial statements. The year 2006 ended for the Group with a net profit of €5,448 million, an increase of €2,070 (+61.3%) over the previous year proforma.
ROE equalled 16.7% (10.7% in 2005 proforma), while earnings per share rose to €0.53, +60% from the previous year. Net equity per share rose to €3.72 (vs. 3.42 at 2005 year-end).
The Shareholders' Meeting, in its ordinary session, approved - on proposal of the Board of Statutory Auditors - to extend for a further six years' period until 2012 the assignment granted to the audit firm KPMG S.p.A. to audit of the separate and consolidated financial statements, review the Group half-year report and verify that the company's account are kept properly and that the accounting entries accurately reflect operations, as per Law 262/2005 and subsequent Law Decree n. 303 dated 29 December 2006.
The Shareholders' Meeting also approved to fix the number of the Company's Board members in 23, equal to the current number of Directors following the resignation of Deputy Chairman Mr. Carlo Salvatori. The number of the current Directors is fully suitable to face the complex management requirements of the Company and of the Group taking into consideration that the professional skills represented in the Board of Directors are fully appropriate to guarantee the management of the Company.
Moreover, the Board of Directors has been given the authority to reallocate the remuneration already resolved on by the Shareholders Meeting in favor of the Members of both the Executive and the Audit Committee in the event of a reorganization of the Board Committees.
The Shareholders' Meeting appointed both the Standing and the Alternate Auditors along with the Chairman, nominated by means of a voting list mechanism pursuant to the Clause 36 of the Articles of Association. The Standing Auditors appointed are:
- Giorgio Loli, candidate belonging to the minority list and elected as Chairman of the Board of Statutory Auditors;
- Gianluigi Francardo, candidate belonging to the majority list;
- Aldo Milanese, candidate belonging to the majority list;
- Vincenzo Nicastro, candidate belonging to the majority list;
- Siegfried Mayr, candidate belonging to the minority list.
The Alternate Auditors are as follows:
- Giuseppe Verrascina, candidate belonging to the majority list;
- Massimo Livatino, candidate belonging to the minority list.
Lastly, the Ordinary Shareholders' Meeting approved the UniCredit Group Long Term Incentive Plan 2007 aimed at supporting the achievement of the Group's strategic objectives and the growth in UniCredit share-price in line with shareholders' expectations. The Plan provides for the allocation of stock options and performance shares to a selected group of key managers/employees of UniCredit Group, subject to the achievement of the Strategic Plan targets and, in its extraordinary session, the Shareholders' Meeting empowered the Board of Directors with all the necessary authorities to give execution to the above mentioned Plan. If such authorities were exercised to their maximum extent, 47,350,000 ordinary shares would be issued to serve the exercise of stock options in addition to 11,000,000 ordinary shares for the granting of performance shares.
The Extraordinary Shareholders' Meeting also granted the Board of Directors the authority to increase the share capital against cash, as per Section 2441, paragraphs 1, 2 and 3 of the Italian Civil Code - in one or more tranches for a period up to a maximum of 5 years from the date of the resolution of the Shareholders' Meeting - for up to a maximum nominal amount of € 525,000,000, equal to a maximum number of 1,050,000,000 UniCredito Italiano ordinary shares, in order to guarantee the growth strategy of UniCredit through an adequate capitalisation and a certain flexibility in financing conditions.
Lastly, the Shareholders' Meeting, in its extraordinary session approved the amendments to the Clauses 6, 11, 12, 14, 17, 20, 21, 23, 27 and 36, as well as the inclusion of a new Article 40, of the Articles of Association in order to comply mainly with the provisions of Law n. 262, dated 28 December 2005, as integrated in the Legislative Decree n. 303 dated 29 December 2006, n. 303.
Genoa, May 10, 2007
UniCredito Italiano S.p.A.
Via San Protaso 1/3
Securities listed on German regulated markets:
Listed: Official Market (Amtlicher Markt), Frankfurt Stock Exchange (General Standard)
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The UniCredit General Shareholder's meeting approved the financial statements 2006
Ad-hoc-Meldung / Ad hoc Release