The Board of Directors of UniCredit has assumed the following resolutions:
- Call of the ordinary and extraordinary shareholders' meeting
- proposals to submit to the shareholders' approval:
- Incentive Plans for UniCredit Group employees;
- Amendments to the Articles of Association and the Regulations Governing General Meetings
- Appointment of Directors;
- Compensation to be awarded to Members of the Boards of Directors;
- Company's absorption of the cost of the remuneration due to the representative of the savings shareholders.
- Merger of UniCredit Banca Mobiliare into UniCredit
- Reorganization plan of the UniCredit Group following the integration of the Capitalia Group
- Approval of the UniCredit Annual Report on Corporate Governance and assessment of the directors' independency requirements
CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
The Board of Directors called the ordinary and extraordinary shareholders meeting in Rome granting the Chairman with the power to set the dates so that the dividend approved by the Shareholders' meeting could be paid on 22 May 2008 with shares going "ex dividend" on 19 May 2008.
PROPOSALS TO SUBMIT TO THE SHAREHOLDERS' MEETING
The Board of Directors - in addition to the proposals to be submitted to the shareholders' meeting regarding the Financial Statement as at 31 December 2007 and the allocation of the net profit of the year - resolved to submit to the shareholders' meeting the following proposals:
- Incentive Plans for UniCredit Group employees
It is proposed the approval of the new All Employee Stock Ownership Plan of UniCredit Group in order to provide all employees with a tangible sign of the success of the Group, reinforcing their sense of belonging and commitment to achieve Group results. The Plan provides to all Group employees the opportunity to invest in UniCredit shares at favorable conditions. No capital increase is envisaged to implement this Plan.
It is also proposed to the shareholders' meeting to resolve on the new Long Term Incentive Plan dedicated to a selected group of Top & Senior managers and Key Talents of UniCredit Group as approved by the Board of Directors on 19 February 2008. Such Plan, aimed at supporting the achievement of the Group's strategic objectives and the growth in UniCredit share-price in line with shareholders' expectations, provides for the allocation of stock options and performance shares, subject to the achievement of the Strategic Plan targets. It is required to the shareholders' meeting to grant the Board of Directors with the faculty to implement the capital increases to service the Plan.
In order to illustrate the aforesaid Incentive Plans an information document will be drawn up pursuant to Sect. 114-bis of the Legislative Decree n. 58, 24 February 1998 and to Sect. 89-bis of the Consob Issuer Rules 11971/99. The information document will be made available to the market at least 15 days before the day established for the meeting.
- Amendments to the Articles of Association and the Regulation Governing General Meetings
Some amendments to the Articles of Association and the Regulation Governing General Meetings are also proposed to the shareholders' meeting as a consequence of the changes that have been made to the organisational structure and governance of the company as well as some recent changes of the law, taking the Group's increasingly international profile into account.
- Appointment of Directors
It is proposed the appointment of Directors, as at the next Ordinary Shareholders' Meeting called to approve the UniCredit 2007 Financial Statements the offices of Mr. Berardino Libonati, Mr. Donato Fontanesi, Mr. Salvatore Ligresti and Mr. Salvatore Mancuso - co-opted by the Board on August 3, 2007 - as well as the offices of Mr. Enrico Tommaso Cucchiani and Mr. Franz Zwickl - co-opted by the Board on September 18, 2007 - expire, pursuant to Sect. 2386 of the Italian Civil Code.
- Compensation to be awarded to Members of the Boards of Directors
It is proposed the redefinition of the Board directors' remuneration, with specific reference to the activities carried out by the latter within the Board Committees, as a consequence of the reorganization of the same Committees.
- Company's absorption of the cost of the remuneration due to the Representative of the Savings Shareholders
It is proposed to the Shareholders' Meeting, likewise to the past, to absorb the cost of the remuneration due to the Representative of the Savings Shareholders taking into account that the Special meeting of Saving Shareholders is going to appoint the Representative of the Savings Shareholders expired at the end of the last year and to determine the relevant annual compensation for the period 2008-2010.
MERGER OF UNICREDIT BANCA MOBILIARE INTO UNICREDIT
The Board of Directors resolved on the merger of UniCredit Banca Mobiliare SpA into UniCredit SpA approving the relevant merger plan, pursuant to Sect. 2505 of the Italian Civil Code and Sect. 23 of UniCredit Articles of Association. It is envisaged that the merger will become effective as at 31st March 2008
REORGANIZATION PLAN OF THE UNICREDIT GROUP FOLLOWING THE INTEGRATION OF THE CAPITALIA GROUP
The Board of Directors approved also the reorganization plan of the Group that provides for the integration of the banking activities of UniCredit Banca, UniCredit Banca di Roma, Banco di Sicilia and Bipop Carire, with the aim of creating 3 new banks with territorial responsibility on the Retail services offer as well as reallocating the corporate, private, mortgages, and consumer finance business within the Group.
The plan - that follows the integration of Capitalia - will be executed in two steps: first, UniCredit Banca di Roma, Bipop Carire, Banco di Sicilia and UniCredit Banca, as well as the two financial Companies Capitalia Partecipazioni and Capitalia Merchant will be incorporated into UniCredit according to the merger project approved today by UniCredit's BoD.
In the second step UniCredit will implement the spin-off of the banking businesses just incorporated by reallocating the Retail services to three new banking entities that will keep the names of UniCredit Banca, UniCredit Banca di Roma and Banco di Sicilia respectively, in order to maximize the commercial effectiveness exploiting the well-know existing brands as well as the territorial competences.
Coherently, the branches will be reallocated depending on their position on the territory (Unicredit Banca in Northern Italy, Unicredit Banca di Roma, in the Centre-South and Banco di Sicilia in Sicily).
The private, corporate, mortgages and consumer finance businesses of the aforementioned banks will be reallocated to the other banks of the Group specialized in those business segments, i.e, UniCredit Private Banking, UniCredit Banca d'Impresa, UniCredit Banca per la Casa and UniCredit Consumer Financing Bank (former UniCredit Clarima Banca) respectively.
The real estates activities of UniCredit Banca di Roma and of Banco di Sicilia will be transferred to the Group's Real Estate Company, UniCredit Real Estate.
The spin-off and merger procedures are expected to be effective as of November 1, 2008, subject to the relevant approvals.
APPROVAL OF THE UNICREDIT ANNUAL REPORT ON CORPORATE GOVERNANCE AND ASSESSMENT OF THE DIRECTORS' INDIPENDENCY
In light of the provisions of the Corporate Governance Code issued by Borsa Italiana SpA on March 2006 and based on the form supplied by Borsa Italiana on February 2008, the Board of Directors approved the Annual Report on UniCredit 2007 Corporate Governance drawn up pursuant to Sect. 124/bis of Legislative Decree nr. 58 dated 24 February 1998, Sect. 89/bis of the Consob Issuer Rules and the current Instructions accompanying the Rules of the Markets organized and managed by Borsa Italiana SpA. Such Report will be made available in view of the next Ordinary Shareholders' Meeting.
At the same time the Board of Directors verified the independence requirements of the Board Directors pursuant to Sect. 3 of the Corporate Governance Code issued by Borsa Italiana Spa and Sec. 148 of the Consolidated Finance Act.
Following such assessment:
- Mssr Gianfranco GUTTY, Berardino LIBONATI, Anthony WYAND, Manfred BISCHOFF, Vincenzo CALANDRA BUONAURA, Donato FONTANESI, Francesco GIACOMIN, Piero GNUDI, Friedrich KADRNOSKA, Max Dietrich KLEY, Salvatore LIGRESTI, Luigi MARAMOTTI, Antonio Maria MAROCCO, Carlo PESENTI, Hans Jürgen SCHINZLER, Franz ZWICKL resulted as independent;
- Mssr Dieter RAMPL, Franco BELLEI, Fabrizio PALENZONA, Enrico Tommaso CUCCHIANI, Salvatore MANCUSO resulted as not independent pursuant to Sect 3 of the Corporate Governance Code;
- Mssr Alessandro PROFUMO, Nikolaus VON BOMHARD resulted as not independent pursuant to Sect. 3 of the Corporate Governance Code and Sect. 148 of the Consolidate Finance Act.
Milan, March 13 2008
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