Share this event on:

  • LinkedIn

Recomend this page

Thank you, we sent your recommendation to the desired recipient.

Sorry, this functionality is not available right now.
Please try with this link. Thank you.

UniCredit: Resolution of the Board of Directors

Ad-hoc-Meldung / Ad hoc Release
nach § 15 WpHG / pursuant to § 15 of the German Securities Trading Act

UniCredit: Resolution of the Board of Directors

The Board of Directors has resolved on the following:

  • Calling of the Shareholders Meeting
  • Proposals to the Shareholders' Meeting for:


UniCredit Group Long Term Incentive Plan 2007
Amendments to the Articles of Association
Granting the faculty to the Board of Directors to increase the share capital
Number of Directors to serve on the Board
Delegation to the Board of Directors to reallocate the remuneration already resolved on by the Shareholders Meeting in favour of the Members of both the Executive and the Audit Committee in the event of a reorganization of the Board Committees
Nomination of the Board of Statutory Auditors
Extension of the assignment to KPMG for the audit of the Company

  • Issue of performance shares and free capital increase of € 2,042,550
  • Amendment of Art. 36 of the Company's Articles of Association, regarding the appointment of the Chairman of the Board of Statutory Auditors


The Board of Directors resolved to call the Ordinary and Extraordinary Shareholders' Meeting, to be held at the Genoa registered office as per the following schedule:

  • 30 April 2007, 8.30 am: 1st call for the ordinary and extraordinary meeting ;
  • 9 May 2007, 8.30 am: 2nd call for the extraordinary meeting
  • 10 May 2007, 10.00 am: 2nd call for the ordinary and 3rd third call for the extraordinary meeting


With regard to the agenda for the Ordinary and Extraordinary Shareholders' Meeting, the Board of Directors resolved to submit the following proposals to the Shareholders:

UniCredit Group Long Term Incentive Plan 2007

It is proposed to the Shareholders' Meeting to approve the new Long Term Incentive Plan 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.

Amendments to the Articles of Association
Consists in the proposal to the Shareholders' Meeting to approve the amendments to Articles 6, 11, 12, 14, 17, 20, 21, 23, 27, 36, as well as the inclusion of a new Article 40, of the Articles of Association in order to comply 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 - as well as the framework regulations in the process of being issued by CONSOB.

Granting the faculty to the Board of Directors to increase the share capital
Consists in the proposal to grant the Board of Directors the faculty, for a period up to a maximum of 5 years from the date of the resolution of the Shareholders' Meeting, as per Art. 2443 of the Italian Civil Code, to increase the share capital against cash, as per Art. 2441, paragraphs 1, 2 and 3 of the Italian Civil Code, in one or more tranches 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 with a nominal value of € 0.50 each, and to grant the Directors the powers to determine the terms and conditions of the capital increase, including the number of shares to be issued as part of the mandate along with the subscription price (including potential issue premiums) of the new shares.

Number of Directors to serve on the Board
Consists in the proposal to the Shareholders' Meeting to set the number of the Company's Board of Directors members at 23, equal to the current number of Directors following the resignation of Vice Chairman Carlo Salvatori, in order to further increase the efficiency of the Board's activities as per the international best practices for governance.

Delegation to the Board of Directors to reallocate the remuneration already resolved on by the Shareholders Meeting in favour of the Members of both the Executive and the Audit Committee in the event of a reorganization of the Board Committees
Consists in the proposal to grant the Board the power to reallocate the remuneration already resolved on by the Shareholders Meeting in favour of the Members of both the Executive and the Audit Committee in the event of reorganization of the Board Committees with the aim of remunerating the activities of the Committees with regard to their support to the Board's works without any additional cost for the Company.

Nomination of the Board of Statutory Auditors
In order to renew the Board of Statutory Auditors that expires with the approval of the 2006 financial statements it is hereby proposed to nominate the standing and alternate members along with the Chairman, as well as establish the remuneration for each year of service. 

Extension of the auditing assignment granted to the audit firm KPMG S.p.A.
As requested by the Board of Statutory Auditors, it is hereby proposed to extend the assignment granted to the audit firm KPMG S.p.A. to audit of the separate and consolidated financial statements, review the consolidated 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 Board of Directors of UniCredit Group has also approved the allocation of the third and last tranche of the performance shares promised under the UniCredit Medium/Long Term Incentive Plan 2004 to a selected group of beneficiaries within the Group's Top Management team. To that effect, the Board of Directors also confirmed its approval for a free increase in share capital for an amount of nominal € 2,042,550 corresponding to nr. 4,085,100 ordinary shares.

As provided for in Art. 23, paragraph 4 of the Company's Articles of Association, the Board also resolved to amend Art. 36 of said articles of association in order to comply with Art. 148, paragraph 2-bis, regarding the appointment of the Chairman of the Board of Statutory Auditors by minority shareholders.

In the same session the Board of Directors also approved the Annual Report on Corporate Governance for 2006 that will be made available for the next Ordinary Shareholders' Meeting. Since UniCredit's Board of Directors resolved on 19 December 2006 to comply with the Code published in March 2006, the Report - prepared in accordance with the Guidelines for the preparation of Corporate Governance Reports prepared by Assonime and Borsa Italiana - refers to the version published in July 2002, being supplemented by a specific section regarding the application of the new version of the Code, as per the Instructions to the Regulations for Markets Organized and Managed by Borsa Italiana.

At the same time, the Board of Directors proceeded to verify that the independence requirements - as per Art. 3 of the Principles and Criteria contained in the version of the Corporate Governance Code issued by Borsa Italiana in March 2006 - were being met by the following directors:

"Non-independent" Directors:
Dieter RAMPL, Franco BELLEI, Fabrizio PALENZONA, Alessandro PROFUMO, Roberto BERTAZZONI, Paolo VAGNONE, Nikolaus von BOMHARD.

"Independent" Directors:
Gianfranco GUTTY, Anthony WYAND, Manfred BISCHOFF, Vincenzo CALANDRA-BUONAURA, Giovanni DESIDERIO, Volker DOPPELFELD, Giancarlo GARINO, Francesco GIACOMIN, Pietro GNUDI, Friedrich KADRNOSKA, Max Dietrich KLEY, Luigi MARAMOTTI, Dieter MÜNICH, Carlo PESENTI, Hans Jürgen SCHINZLER, Giovanni VACCARINO.

Milan, 22 March 2007
UniCredito Italiano S.p.A.
Via San Protaso 1/3
20121 Milano
Italien

Securities listed on German regulated markets:
ISIN IT0000064854
WKN: 850832
Listed: Official Market (Amtlicher Markt), Frankfurt Stock Exchange (General Standard)



Enquiries:

Media Relations:
+39 02 88628236; e-mail: MediaRelations@unicreditgroup.eu
Investor Relations:
+39 02 88628715; e-mail: InvestorRelations@unicreditgroup.eu