UniCredit S.p.A. informs you that there has been published today on the Company website at https://www.unicreditgroup.eu/en/governance/shareholders-meeting/may-13--2014-meeting.html the documentation concerning the following items on the agenda of both the ordinay session of the above Shareholders' Meeting:
2. Allocation of the UniCredit S.p.A. 2013 operating result of the year; distribution of a dividend from Company profits reserves in the form of a scrip dividend; increase of the legal reserve by using the share premium reserve;
3. Appointment of a Substitute Statutory Auditor;
4. UniCredit taking on of the cost of the remuneration due to the Common Representative of the savings shareholders;
5. Approval of the ratio between the variable and fixed components of the personnel compensation;
6. Group Compensation Policy;
7. 2014 Group Incentive System;
8. UniCredit Group Employee Share Ownership Plan 2014 (Plan "Let's Share for 2015");
and of the extraordinary session of the same Shareholders' Meeting:
1. Capital increase for no consideration pursuant to Article 2442 of the Italian Civil Code to service the payment of a dividend from profit reserves, with value of Euro 570,332,795.10, in the form of a scrip dividend, to be implemented through the issue of ordinary shares and savings shares; consequent amendments to the Articles of Association;
2. Amendments to Clause 8 of the Articles of Association regarding the competence of the Shareholders' Meeting on remuneration and incentive policies and practices;
3. Delegation to the Board of Directors, under the provisions of Article 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions for a maximum period of five years starting from the date of the shareholders' resolution, to carry out a free capital increase, as allowed by Article 2349 of the Italian Civil Code, for a maximum amount of Euro 98,294,742.05 corresponding to up to 28,964,197 UniCredit ordinary shares, to be granted to the Personnel of the Holding Company and of Group banks and companies in carrying out the 2014 Group Incentive System; consequent amendments to the Articles of Association.
In relation to point 3. of the agenda of the ordinary session, UniCredit S.p.A. informs you that it has received from the "Comitato dei Gestori" - composed of representatives of the SGR associated with Assogestioni and of other Italian and foreign institutional investors who have shown interest in it - the notice on the candidacy of Prof. Pierpaolo Singer as Substitute Statutory Auditor, together with:
- complete information on the personal and professional skills of the candidate (CV),
- the list of directorships and management positions held in other companies pursuant to section 2400 of the Italian Civil Code.
The above documentation has also been published on the Company website.
Milan, 11th April 2014