Today the Ordinary and Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held in Rome.
The Ordinary Shareholders' Meeting has approved the Annual Report and Accounts of UniCredit S.p.A. at December 31, 2012, as presented by the Board of Directors as a whole and with respect to the individual entries, including the reclassification of the positive reserves and the restatement of the negative reserves of shareholders' equity. The Shareholders' Meeting also approved:
(i) the allocation to the Legal Reserve of an amount of Euro 2,413,456,828, out of a corresponding amount from the "Share Premium" reserve;
(ii) the making-up of the "negative reserves" through the use of the "Share Premium" reserve, by an aggregate amount of Euro 3,962,124,412;
(iii) the reallocation of the loss for the year shown in the Annual Report and Accounts at December 31, 2011 - in substitution of the decision resolved upon by the Shareholders' Meeting of May 11, 2012 - exclusively through the use of the "Share Premium" Reserve for an amount of Euro 6,348,648,535 and the consequent reinstatement of the Statutory Reserve in the amount of Euro1,195,844,979, of the "Reserve for allocating profits to Shareholders through the issuance of new free shares" in the amount of Euro1,193,962,434 and of Other reserves in the amount of Euro 13,563,701.
Following the above resolutions the Legal Reserve amounts to Euro 3,930,971,240 and the "Share Premium" Reserve to Euro 24,098,985,323.
The Shareholders' Meeting, on the basis of the composition of shareholders' equity resulting from the above-mentioned resolutions passed during the approval of the Annual Report and Accounts at December 31, 2012, also resolved to make up the loss from the 2012 financial year through the use of the "Share Premium" reserve for an amount of Euro 219,783,468, and to distribute an aggregate amount of Euro 512,534,665 to shareholders, which, taking into account the consequent redistribution to the Company's treasury shares and the ordinary shares serving the "Cashes" financial instruments, corresponds to Euro 0.09 dividend per ordinary share and per savings share, drawn from profit reserves. The dividend resolved upon by the Shareholders' Meeting will be paid out on May 23, 2013, with the ex-dividend date being on May 20, 2013 (detachment coupon n° 2), through the Intermediaries taking part in the Monte Titoli centralized management system.
The 2012 Consolidated Annual Report and Accounts of the Group, approved by the Board of Directors on March 15, 2013, were also presented during the Ordinary Shareholders' Meeting.
The Shareholders' Meeting, in its ordinary session, also appointed, by means of the vote-a-list ("voto di lista") system, five permanent Auditors and four substitute Auditors, for the financial years 2013 - 2015, with term in office expiring on the date of the Shareholders' Meeting called to approve the 2015 financial statements.
Pursuant to Clause 30 of the Company's Articles of Association and to current laws and regulations:
- three permanent Auditors and two substitute Auditors were taken from the list obtaining the relative majority of the Shareholders' votes and filed by Fondazione Cassa di Risparmio di Verona, Vicenza, Belluno e Ancona;
- two permanent Auditors and two substitute Auditors were taken from the list voted by the minority Shareholders and jointly filed by the following Shareholders: Allianz Global Investors Italia SGR S.p.A.; Anima SGR S.p.A.; APG Algemene Pensioen Groep NV; Arca SGR S.p.A.; BancoPosta Fondi S.p.A. SGR; BNP Paribas Investment Partners SGR S.p.A.; Ersel Asset Management SGR S.p.A.; Eurizon Capital SGR S.p.A.; Eurizon Capital SA; FIL Investments International; Fideuram Gestions SA; Fideuram Investimenti SGR S.p.A.; Interfund Sicav; Kairos Partners SGR S.p.A.; Mediolanum Gestioni Fondi SGRp.A.; Mediolanum International Funds Limited; Pioneer Asset Management SA; Pioneer Investment Management SGRp.A.
The new Board of Statutory Auditors therefore comprises by Mr. Maurizio LAURI (Chairman, from the list filed by the minority Shareholders), Mr. Giovanni Battista ALBERTI, Mr. Cesare BISONI, Mr. Enrico LAGHI (from the list filed by the majority Shareholders) and Ms. Maria Enrica SPINARDI (from the list filed by the minority Shareholders) as Permanent Auditors.
The Substitute Auditors appointed are Ms. Federica BONATO, Mr. Paolo Domenico SFAMENI (from the list filed by the majority Shareholders), Mr. Marco LACCHINI and Ms. Beatrice LOMBARDINI (from the list filed by the minority Shareholders).
The curricula vitae of the new members of the Board of Statutory Auditors are available on the Corporate Governance Section of the Company's website (www.unicreditgroup.eu).
Furthermore, the Shareholders' Meeting resolved on Euro 100.000 as the annual remuneration due to each permanent Auditor and Euro 140.000 as that due to the Chairman of the Board of Statutory Auditors, apart from an attendance fee of Euro 400.
The Shareholders' Meeting, again in its ordinary session, made the appointments for the integration of the Board of Directors, confirming the position of the Directors already co-opted - i.e. Mr. Mohamed Ali Al FAHIM and Mr. Giovanni QUAGLIA - and appointing Mr. Alexander WOLFGRING, in place of Director KADRNOSKA, who resigned effective as from the end of the today Shareholders' Meeting.
Their curricula vitae are available on the Corporate Governance Section of the Company's website (www.unicreditgroup.eu)www.unicreditgroup.eu.
Mr. Al FAHIM, Mr. QUAGLIA and Mr. WOLFGRING declared their independence pursuant to the provisions set forth by Legislative Decree no. 58, dated February 24, 1998 (the Consolidated Finance Act), and to the Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee.
Mr. Giovanni QUAGLIA is confirmed as member of the Corporate Governance, HR and Nomination Committee and of the Related-Parties and Equity Investments Committee, while Mr. Alexander WOLFGRING joins the Internal Controls & Risks Committee and the Remuneration Committee.
The Shareholders' Meeting also authorized the new Directors to perform competing activities pursuant to Article 2390 of the Italian Civil Code.
Furthermore, the Shareholders' Meeting, approved an increase of the remunerations to assign to the Directors for their participation to Board Committees and other Company Bodies, pursuant to Clause 26 of the Articles of Association (already resolved on by the Shareholders' Meeting on May 11, 2012), from Euro 1,235,000 to Euro 1,343,000 , fixing the overall amount of the remuneration due to the Directors in Euro 2,908,000, apart from the payment to the same of an attendance fee of Euro 400 for every Board, Committee and other internal Body meeting attendance.
The UniCredit Ordinary Shareholder's Meeting also approved the Group Compensation Policy, which defines the principles and the standards which UniCredit applies in the design, implementation and monitoring of Group compensation policy and systems across the entire UniCredit organization, and the Annual Remuneration Report, highlighting the main features and outcomes of the application of compensation policy and Group incentive plans.
The Shareholders' Meeting, in its ordinary session, also approved the adoption of 2013 Group Incentive System for Executives and other selected Group employees, providing for the allocation of an incentive - in cash and UniCredit ordinary shares - to be granted in a multi-year period, subject to the achievement of specific performance objectives, in line with regulatory requirements.
The Shareholders' Meeting, in its ordinary session, approved also for year 2013 the adoption of a Share Ownership Plan addressed to the employees of UniCredit Group with the aim of strengthening the employees' sense of belonging and their commitment to achieve corporate goals. The Plan provides for the Group employees with the possibility to invest in UniCredit ordinary shares at favorable conditions. No capital increase is envisaged for the implementation of the Plan.
The 2012 Group Sustainability Report, approved by the Board of Directors, was presented at the Shareholders' Meeting along with the Consolidated Reports and Accounts. The 2012 Sustainability Report, including for the first time 16 countries where we have significant operations (6 more than in 2011), confirmed the 'A+' rating, the maximum possible according to the GRI (Global Reporting Initiative) standard, in line with current international best practices.
In order to enact some of the provisions introduced by Legislative Decree no. 91 of June 18, 2012 ("Amendments to Legislative Decree no. 27 of January 27, 2010 implementing Directive 2007/36/EC on the exercise of certain shareholder rights of listed companies"), the Shareholders' Meeting, in its extraordinary session, approved some amendments to Clauses 5, 6, 10, 11, 12, 14, 20, 30 and 32 of the UniCredit Articles of Association and made further changes, of a formal nature and/or aimed at an update, to the current text of the Articles of Association.
Finally, the Shareholders' Meeting, again in its extraordinary session, delegated to the Board of Directors the power, in compliance with Article 2443 of the Italian Civil Code, to resolve, on one or more occasions and for a maximum period of five years, to carry out a free capital increase, as allowed by Article 2349 of the Italian Civil Code, for a maximum amount of Euro 143,214,140.73 corresponding to up to 42,200,000 ordinary shares, to be granted to selected employees of UniCredit S.p.A. and of the Group banks and companies who hold positions of particular importance for the purpose of achieving the Group's overall objectives in execution of the 2013 Group Incentive System approved in today's ordinary session. The Meeting also approved the related changes to the Articles of Association.