Yesterday the Ordinary and Extraordinary General Shareholders' Meeting of UniCredit SpA was held in Rome.
The Ordinary Shareholders' Meeting approved 2008 year-end Parent Company financial statements, which showed a net profit of € 3,281 million vs. € 1,858 million in the previous year. On this basis the Shareholders Meeting approved the allocation of 2008 net profit to a cash dividend of € 0,025 per share to saving shareholders and, for the residual, to reserves. Part of such reserves will be used for the free capital increase voted and approved by Extraordinary Shareholders Meeting held 29 April.
UniCredit's Chief Executive Officer also illustrated the Group 2008 consolidated financial statements. The Group ended 2008 with a net profit of €4,012 million vs. € 6,506 milion in 2007.
Earnings per share was egual to € 0.30 vs. € 0.53 from the previous year. Net equity per share was egual to € 4.11 (vs. 4.34 in 2007 year-end).
The Shareholders' Meeting, in its ordinary session, appointed - on the basis of lists - the Directors for the financial years 2009-2011, with term in office expiring on the date of the Shareholders' Meeting called to approve the 2011 financial statements and determined their number in 23 members. The Directors appointed are:
- Mr. Giovanni BELLUZZI, Mr. Farhat Omar BENGDARA, Mr. Manfred BISCHOFF, Mr. Vincenzo CALANDRA BUONAURA, Mr. Luigi CASTELLETTI, Mr. Enrico Tommaso CUCCHIANI, Mr. Donato FONTANESI, Mr. Francesco GIACOMIN, Mr. Piero GNUDI, Mr. Friedrich KADRNOSKA, Mrs. Marianna LI CALZI, Mr. Salvatore LIGRESTI, Mr. Luigi MARAMOTTI, Mr. Antonio Maria MAROCCO, Mr. Fabrizio PALENZONA, Mr. Carlo PESENTI, Mr. Alessandro PROFUMO, Mr. Dieter RAMPL, Mr. Hans Jürgen SCHINZLER, Mr. Anthony WYAND, Mr. Franz ZWICKL taken by the list presented by the following Shareholders: Fondazione Cassa di Risparmio di Verona, Vicenza, Belluno e Ancona, Fondazione Cassa di Risparmio di Torino and Carimonte Holding S.p.A., that has obtained the relative majority of the Shareholders' votes;
- Mr. Theodor Waigel and Mrs. Lucrezia Reichlin taken from the list presented by the following Shareholders: Aletti Gestielle S.G.R., BNP
PARIBAS Asset Management S.G.R. S.p.A., Eurizon Capital S.G.R. S.p.A., Eurizon Capital SA - Eurizon Easy Fund Equity Banks, Eurizon Easy Fund Equity Europe, Eurizon Easy Fund Equity Euro, Eurizon Easy Fund Equity Italy, Fidelity Funds Sicav, Fideuram Investimenti S.G.R. S.p.A., Fideuram Gestions SA, Interfund Sicav, Monte Paschi Asset Management S.G.R., Stichting Pensioenfonds ABP and UBI Pramerica S.G.R. S.p.A.
The curricula of the new Directors are available on the web-site of the Company (www.unicreditgroup.eu).
Furthermore, the Ordinary Shareholders' Meeting determined in € 3,200,000 the overall remuneration due to the Board of Directors including € 1,315,000 assigned to the members of the Board's Committees, for each year in office, pursuant to clause 26 of the company's articles of association and established the payment of an attendance fee of € 400 for every meeting of the Board of Directors and the other Committee. The Shareholders' Meeting also determined in € 25,000 the annual remuneration of the Chairman of the Body set pursuant to Legislative Decree 231/01.
Moreover, the Directors have been authorized by the Shareholders' Meeting to exercise competing activities ("attività concorrenti") pursuant to Sect. 2390 of the Italian Civil Code.
In compliance with the provisions set out by the "Supervisory Provisions concerning Banks Organization and Corporate Governance" issued on March 2008 by Banca d'Italia, to which banks belonging to Italian Groups are requested to conform by 30th June 2009, the Shareholders' Meeting, in its ordinary session, approved the "Group Compensation Policy", 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. The key pillars of the Group compensation policy are clear and transparent governance, compliance with regulatory requirements and rules of conduct, continuous monitoring of market trends and practices, sustainable pay for sustainable performance and motivation and retention of all employees, with particular focus on talents and mission-critical resources.
The Ordinary Shareholders' Meeting confirmed for 2009 a share ownership plan for UniCredit Group employees providing them with the opportunity to invest in UniCredit ordinary shares at favorable conditions, in order to reinforce employees' sense of belonging and commitment to achieve corporate goals. The plan is potentially addressed to all employees of the UniCredit Group, provided that no regulatory, fiscal or other limitations exist in some of the countries in which the Group opera which could prevent the application of the plan in such countries.
The Shareholders' Meeting, in its extraordinary session, approved the assignment of profits to the Shareholders, which will be realized by assigning to shareholders newly issued UniCredit shares ("scrip dividend") deriving from
a free capital increase for a total nominal amount of Euro 1,218,815,136.50, by use of distributable reserves and subsequent issue of 2,435,097,842 ordinary shares and 2,532,431 saving shares with unit nominal value of Euro 0.50. In particular an allocation of 29 new ordinary shares for every 159 already owned ordinary shares and 7 new saving shares for every 60 already owned saving shares is envisaged until will be put at the shareholders' disposal on 21st May 2009 (trading "ex" starting from 18th May 2009).
Lastly, the Extraordinary Shareholders' Meeting approved the amendments of clauses 5, 8, 23 and 30 of the UniCredit's Articles of Association in line with the "Supervisory Provisions Concerning Banks' Organization and Corporate Governance" as well the inclusion of the Articles of Association of certain provisions, relating to the role of the Common Representative of the Saving Shares, already applied to date by UniCredit.
Rome, 30th April 2009
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