UNICREDIT: BOARD OF DIRECTORS RESOLUTIONS
The Board of Directors of UniCredit has passed the following resolutions:
• Call of the ordinary and extraordinary Shareholders' Meeting
• Proposals to be submitted to the Shareholders' approval:
- Appointment of Directors, after determination of their number;
- Determination of the remuneration for the Board of Directors and for the members of the Board Committees;
- Authorization for competing activities;
- Group compensation policy;
• Annual Report on Corporate Governance
• New organizational set-up of the Group
• Mandate to the CEO to negotiate Government capital instruments aimed at supporting the economy
- Amendment of the Articles of Association;
CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
The Board of Directors called the ordinary and extraordinary Shareholders' Meeting, granting the Chairman the power to set the dates and the time for the meetings and to publish the notice of call in the Italy's Official Gazette.
PROPOSALS TO BE SUBMITTED TO THE SHAREHOLDERS' APPROVAL
The Board of Directors - in addition to the proposals to be submitted to the Shareholders' Meeting regarding the Financial Statement as at 31 December 2008, the allocation of the net profit of the year and the free capital increase in order to assign profits to the Shareholders, published today in another press release - resolved to submit to the shareholders' meeting the following proposals:
Appointment of Directors, after determination of their number
Taking into account that the Board of Directors of UniCredit shall expire with the approval of the 2008 financial statement, it is proposed to the Ordinary Shareholders meeting the appointment of the Director, after determination their number. Pursuant to clause 20 of the Articles of Associations and in compliance with the current laws and regulations, the Board of Directors shall be appointed on the basis of lists submitted by Shareholders who individually or collectively with other shareholders represent at least 0.5% of the share capital in the form of ordinary shares with voting rights at Ordinary Meetings.
In order to be valid, such lists must be filed at the registered office of UniCredit S.p.A. and published in at least two national newspapers, including one business newspaper, at least fifteen days prior to the date set for the first session of the Meeting. The prescribed documents shall be presented together with the lists.
According to the indication coming from the most part of the major Shareholders of the Company, the Board of Directors expressed his favourable opinion to let unchanged the current number of the Directors. The Shareholders who wanted to present a list for the appointment of the Directors are invited to take note of the Board of Directors' guidelines on the requirements that the UniCredit Directors should have, in addition to the requirements set forth by the current laws and regulations, assuring the good functioning of the Board of Directors, as well as the number of offices in supervisory, managerial and controlling bodies that UniCredit Directors can hold in companies not belonging to the UniCredit Group. Such guidelines, drawn up in compliance with the Corporate Governance Code issued by Borsa Italiana and the supervisory provisions concerning banks' organization and corporate governance issued by Banca di Italia, are published in the Governance - Board of Directors section of the UniCredit website www.unicreditgroup.eu.
Determination of the remuneration due to the Board of Directors and to the members of the Board Committees
In connection to the appointment of the Directors, it is proposed to the Shareholders to determine the remuneration due to the Board of Directors and to the members of the Committees, for each year in office, in accordance with Clause 26 of the UniCredit's Articles of Association as well as to the Chairman of the Control Body set up pursuant to Legislative Decree 231/01
Authorization for competing activities
Furthermore, it is proposed to the Shareholders to authorize the competing activities carried out by the Directors who will be appointed by the next Shareholders' meeting, pursuant to Section 2390 of the Italian Civil Code)
Group Compensation Policy
In compliance with the provisions set forth by the "Supervisory Provisions concerning Banks Organization and Corporate Governance", the Group Compensation Policy 2009, which defines the principles and standards which UniCredit applies and are reflected in the design, implementation and monitoring of compensation practices across the entire organization, is submitted to the approval of the Ordinary Shareholders' Meeting. Also submitted for approval is the confirmation for 2009 of the UniCredit Group Employee Share Ownership Plan 2009, as previously approved by the Board on February 12 2009.
Amendments of Articles of Association
Moreover, it is proposed to the Shareholders' meeting some amendments to be made to the UniCredit's Articles of Association in line with the "Supervisory Provisions Concerning Banks' Organization and Corporate Governance" issued on March 2008 by Banca d'Italia, to which the Italian banks are requested to conform by 30th June 2009. Further modifications to the Articles of Association are proposed, also taking account the suggestions made by the Common Representative of the Saving Shares, for pointing out into the Articles of Association certain provisions, regarding the role of the aforesaid Common Representative, already applied by UniCredit despite of their non-mention into the Articles of Association.
ANNUAL REPORT ON CORPORATE GOVERNANCE
In light of the provisions of the Corporate Governance Code issued by Borsa Italiana SpA on March 2008 and based on the form supplied by Borsa Italiana on February 2008, the Board of Directors approved the Annual Report on UniCredit 2008 Corporate Governance drawn up pursuant to Sect. 124 bis of the 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 Shareholders' meeting.
NEW ORGANIZATIONAL SET-UP OF THE GROUP
The Board of Directors of UniCredit, upon proposal of the CEO, Alessandro Profumo, has approved a set of measures aimed at implementing the new organizational set-up of the Group.
The set-up represents an evolution of the divisional business model, and is aimed at focusing on the customers' needs and simplifying the decision making process.
More in detail, it foresee:
- The creation of three Strategic Business Areas (Retail, Corporate & Investment Banking and Private Banking, Global Banking Services);
- The completion of the divisionalization program in the CEE region, for which the manager in charge of the process will report directly to the CEO.
MANDATE TO THE CEO TO NEGOTIATE GOVERNEMENT CAPITAL INSTRUMENTS AIMED AT SUPPORTING THE ECONOMY
The Board of Directors, with the aim of further strengthening the existing policy of strong support to the economy and in order to align the Group to the European competitive context, where the major banks have already applied for or received comparable instruments, mandated the CEO to negotiate the terms and conditions related to the issuance of Government capital instruments for an amount of up to Euro 4 billion. Such instruments will be made available for subscription by the Finance Ministry in Austria, by the Economy and Finance Ministry in Italy and by third party investors.
The results of the negotiations, including the final terms and conditions, will be submitted to the Board for approval.
Milan, March 18 2009
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