The Board of Directors of UniCredit has passed the following resolutions:
• Call of an ordinary and extraordinary Shareholders' Meeting
• Proposals to be submitted to the Shareholders' approval:
- Financial statement as at 31 December 2010, accompanied with the Directors' and Auditing Company's Reports and the Board of Statutory Auditors' Report; Presentation of the consolidated financial statements;
- Allocation of the net profit of the year;
- Appointment of a Director for integration of the Board of Directors, previous reduction of the number of the UniCredit's Directors from 23 to 22
- Redetermination of the total amount of the compensation due to the Directors who are members of the Board Committees or certain other corporate bodies of the Company
- KPMG SpA's proposal of increased hours and fees for the 2011 and 2012 of audit engagement
- Company's assumption of the cost of the remuneration due to the Common Representative of the Savings Shares Holders
- Amendments to the Articles of Association and to the UniCredit's Regulations Governing General Meetings
- Group Compensation Policy
- UniCredit Group 2011 Remuneration Systems
- UniCredit Group 2011 Employee Share Ownership Plan
• Capital increase to serve the issue of performance shares according to the UniCredit Group 2007 Long Term Incentive Plan and the issue of performance stock option in execution of the UniCredit Group 2010 Long Term Incentive Plan
• Annual Report on Corporate Governance and ownership structures and assessment of the Directors' independence requirements
The Board of Directors approved, amongst others, the partial spin off plan into UniCredit of going concern of the segregated accounts for private banking clients of Pioneer Investment Management S.g.r.p.A.. it is envisaged that this partial spin off will take effect as of October 1st, 2011 subject to the relevant regulatory authorizations.
CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
The Board of Directors resolved to call an ordinary and extraordinary Shareholders' Meeting, granting the Chairman the power to set the dates and the time for the meetings and to publish the relevant notice of call.
All the documentation will be published as provided by law and will be available on the site www.unicreditgroup.eu
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 2010, the allocation of the net profit of the year and the payment of the dividend on May 26, 2011 with the ex-dividend date being May 23, 2011 - resolved to submit to the shareholders' meeting the following proposals:
Appointment of a Director for integration of the Board of Directors, previous reduction of the number of the UniCredit's Directors from 23 to 22
Provided that Director Mr. Ligresti resigned as at March 22, 2011 and that the term of office of the Chief Executive Officer Federico Ghizzoni (co-opted by the Board of Directors on September 30, 2010 pursuant to Sect. 2386 of the Italian Civil Code) will expire on the date of the Shareholders' Meeting called for the approval of the 2010 financial statements , the Board of Directors will propose to the Ordinary Shareholders' Meeting to appoint a Director for the integration of the Board of Directors following the reduction from 23 to 22 of the number of UniCredit's Directors; such number is retained being fully suitable to face the management requirements of the Company, also in line with the international best practice.
In this circumstance, the Shareholders' Meeting shall resolve with the majorities established by the prevailing laws and, according to the Articles of Association, without the application of list vote system.
Redetermination of the total amount of the compensation due to the Directors who are members of the Board Committees or certain other corporate bodies of the Company
Considering the changes occurred in the composition of the Board Committees and of other Company's Bodies during the 2010, it is proposed to the Shareholders' Meeting the redefinition of the total amount of the compensation due to the Directors who hold an office in the aforesaid Committees and in the other Company's bodies, setting for a sole total amount of € 1,600,000 to be allocated by the Board of Directors to the Directors, taking into account the relevant date of appointment and any needs expected for the future, plus an attendance fee of € 400 for every meeting.
KPMG SpA's proposal of increased hours and fees for the 2011 and 2012 of audit engagement
The Shareholders' Meeting, pursuant to Sect.13, paragraph 1 of Law 39/2010, will examine the substantiated proposal of the Board of Statutory Auditors, related to KPMG SpA' proposal of increased hours and fees dated 10 March 2011.
Company's assumption of the cost of the remuneration due to the Common Representative of the Savings Shares Holders
In view of the Special Shareholders' Meeting of the Saving Shares Holders called for the appointment of the Common Representative of the Savings Shares Holders and for the definition of the relevant remuneration, it is proposed to the Ordinary Shareholders' Meeting that the cost of the remuneration due to the Common Representative of the Savings Shares Holders will be borne by the Company for the amount € 25,000.
Amendments to the Articles of Association and to the UniCredit's Regulations Governing General Meetings
In order to introduce some of the provisions of the Legislative Decree no. 27 of 27 January 2010 transposed Directive 2007/36/EC (Shareholders' Rights Directive) concerning the rights of shareholders of listed companies and to align the current text of UniCredit's Articles of Association with additional measures that have been issued in the meantime and with the changed role of the Bank, it is proposed to the Shareholders' Meeting, in extraordinary session, to change some clauses of the Articles of Association and, in ordinary session, to amend the UniCredit's Regulations Governing General Meetings.
GROUP COMPENSATION POLICY
In compliance with the provisions set forth by the Articles of Association and Bank of Italy's "Supervisory Provisions concerning Banks Organization and Corporate Governance", the Group Compensation Policy, which defines the principles and standards which UniCredit applies in the definition, implementation and monitoring of compensation practices across the entire organization is submitted to the approval of the Ordinary Shareholder's Meeting. Furthermore, an Annual Compensation Report has been drawn up for submission to the Shareholders' Meeting for information.
2011 GROUP COMPENSATION SYSTEMS
The following Group compensation systems for 2011 are also submitted for the approval of the Shareholders' meeting:
• 2011 Group Executive Incentive System, which provides for the allocation of an incentive - in cash and UniCredit shares - to be granted in a 4-year period, subject to the achievement of specific performance objectives;
• Share Plan for talents and other Group key resources, which provides for the allocation of UniCredit shares in a 3-year period subject to the achievement of specific performance objectives;
• Performance Stock Option Plan for Group Senior Executives, which provides for the allocation of performance stock options, exercisable as of the year following the 4 year reference period (2012-2015) subject to the achievement of specific performance objectives.
To this end, it will be requested to the Extraordinary Shareholders' Meeting to grant the Board of Directors with the relevant powers to implement the capital increases to service the issuance of free ordinary shares in execution of the 2011 Group Executive Incentive System and the Share Plan for Talents & other Group Mission Critical Players, as well as to service the exercise of stock options in execution of the Performance Stock Option Plan for Group Senior Executives
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. The information document will be available to the market at least 30 days before the day established for the Meeting.
2011 UNICREDIT GROUP EMPLOYEE SHARE OWNERSHIP PLAN
The Board of Directors resolved to submit to the Ordinary Shareholder's Meeting the proposal to adopt a new 2011 share ownership plan for Group employees in order to reinforce employees' sense of belonging and commitment to achieve the corporate goals, substantially in line with what has been implemented during previous years. The plan provides to the Group employees the opportunity to invest in UniCredit ordinary shares at favorable conditions, by granting one free share for every three shares purchased on the market. No capital increase is envisaged to implement this plan.
CAPITAL INCREASE TO ISSUE PERFORMANCE SHARES PROMISED UNDER THE 2007 UNICREDIT GROUP LONG TERM INCENTIVE PLAN AND TO ISSUE PERFORMANCE STOCK OPTION TO EXECUTE THE 2010 GROUP LONG TERM INCENTIVE PLAN
The Board of Directors has resolved the issue of the performance shares promised under the 2007 UniCredit Group Long Term Incentive Plan, following the verification of the achievement of the performance targets set in the Plan. To that effect, the Board of Directors confirmed its approval for a free increase in share capital for an amount of nominal € 454.385 corresponding to nr. 908.770 ordinary shares.
Furthermore, in execution of the 2010 Group Long Term Incentive Plan, the Board of Directors has resolved an increase in UniCredit share capital for a maximum number of 84,229,364 ordinary shares, corresponding to maximum € 42,114,682, at the service of the exercise of the performance stock options, exercisable as of the year following the 3-year performance period (2011-2013) and until December 31st 2020, conditional upon achieving of performance conditions set by the Board of Directors and subsequently verified at the end of the 3-year period of reference.
ANNUAL REPORT ON CORPORATE GOVERNANCE AND ASSESSMENT OF THE INDEPENDENCE REQUIREMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS
The today 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.
The results of the aforesaid assessment are as follows:
"INDEPENDENT DIRECTORS" PURSUANT TO SECT. 3 OF THE CORPORATE GOVERNANCE CODE AND SECT. 148 OF THE CONSOLIDATE FINANCE ACT
Luigi CASTELLETTI, Farhat Omar BENGDARA, Vincenzo CALANDRA BUONAURA, Giovanni BELLUZZI, Manfred BISCHOFF, Donato FONTANESI, Piero GNUDI, Friedrich KADRNOSKA, Marianna LI CALZI, Luigi MARAMOTTI, Antonio Maria MAROCCO, Carlo PESENTI, Lucrezia REICHLIN, Hans Jürgen SCHINZLER, Theodor WAIGEL, Anthony WYAND, Franz ZWICKL
"NON INDEPENDENT" DIRECTORS, PURSUANT TO SECT. 3 OF THE CORPORATE GOVERNANCE CODE
Dieter RAMPL, Fabrizio PALENZONA, Federico GHIZZONI, Enrico Tommaso CUCCHIANI, Francesco GIACOMIN
"NON INDEPENDENT" DIRECTORS, PURSUANT TO SECT. 148 OF THE CONSOLIDATE FINANCE ACT.
Federico GHIZZONI, Enrico Tommaso CUCCHIANI.
The results of the assessment are reported on the Annual Report on UniCredit 2010 Corporate Governance ownership structures - drawn up pursuant to Sect. 123 bis of the Legislative Decree nr. 58 dated 24 February 1998, Sect. 89 bis and 144 decies of the Consob Issuer Regulation n. 11971/99 - approved by the Board of Directors, 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. Such report will be published, pursuant to Sect. 123 bis, paragraph 3, of the Legislative Decree nr. 58 dated 24 February 1998, in conjunction with the Annual Report, also on UniCredit website
Milan, March 23, 2011
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