- Call of the Shareholders' Meeting and connected proposals;
- Capital increase for issuance of Ordinary UniCredit Shares under the share plan for talents and other mission critical players and 2011 & 2012 Group Incentive Systems;
- Assessment of the Directors' independence requirements;
- Yearly UniCredit Report on corporate governance and ownership structures.
• CALL OF THE SHAREHOLDERS' MEETING AND CONNECTED PROPOSALS
The UniCredit Board of Directors resolved to call an Ordinary and Extraordinary Shareholders' Meeting to be held on May 13, 2014 in single call to resolve on the following matters:
1. Approval of the UniCredit S.p.A. individual financial statements as at December 31, 2013, accompanied by the Reports of the Board of Directors, of the Board of Statutory Auditors and of the Auditing Company. Presentation of the consolidated financial statements. Increase of the legal reserve;
2. The allocation of the UniCredit S.p.A. 2013 result of the year; distribution of a dividend from profits reserves in the form of a scrip dividend;
3. The appointment of a Substitute Statutory Auditor;
4. The UniCredit take on of the cost of the remuneration due to the Common Representative of the savings shareholders;
5. The approval of 2:1 ratio between variable and fixed compensation;
6. The 2014 Group Compensation Policy;
7. The 2014 Group Incentive System;
8. The UniCredit Group Employee Share Ownership Plan 2014
1. The capital increase for no consideration to service the payment of a dividend to shareholders (scrip dividend)
2. The proposal for changes of the Clause 8 of the UniCredit Articles of Association;
3. Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code to carry out a free capital increase in execution of the mentioned Group incentive system.
The notice of call and the relevant documentation, to be submitted to the Shareholders' Meeting, will be published within the deadlines provided by law and will be available on the Company's website.
In addition to the proposals to the Shareholders' Meeting regarding the UniCredit S.p.A. financial statements as at 31 December 2013 and the related resolutions the following proposals will be submitted for approval:
Appointment of a Substitute Statutory Auditor
The UniCredit Ordinary Shareholders' Meeting that will be called to approve the 2013 financial statements will be called upon to appoint a Substitute Statutory Auditor further to the resignation handed in in June 2013 by Mr. Marco Lacchini. The appointment of the Substitute Statutory Auditor shall be resolved on according to the majorities required by law, without applying the list vote system, in any case abiding by the principles of representation of the minorities and gender balance required by current provisions, also of a regulatory nature.
The UniCredit take on of the cost of the remuneration due to the Common Representative of the savings shareholders
In view of the Special Shareholders' Meeting of the saving shareholders called for the appointment of the Common Representative of the savings shareholders for the three-year period 2014-2016 and for the definition of the relevant remuneration, it is submitted to the approval of the Ordinary Shareholders' Meeting the UniCredit taking on the yearly cost of the remuneration due to the Common Representative of the savings shareholders also over the next 3 years for a maximum amount no higher than € 25,000.
Approval of 2:1 ratio between variable and fixed compensation
In line with the guidelines contained in the European Capital Requirements Directive (CRD IV) and in compliance with the "Regulations on remuneration and incentive policies and practices of banks and banking groups" of Bank of Italy, as per the text published for consultation by Bank of Italy last December, the 2:1 cap between the variable and fixed components of individual remuneration is submitted for the approval of the Ordinary Shareholders' Meeting.
2014 Group Compensation Policy
In compliance with the requirements of the "Supervisory Provisions concerning banks organization and corporate governance" of Bank of Italy, 2014 Group Compensation Policy - defining the principles and standards which UniCredit applies to define, implement and monitor the compensation practices, plans and programs across the Group - is submitted for the approval of the Ordinary Shareholders' Meeting.
The 2014 Group Compensation Policy, including the Annual Compensation Report, will be made available to the public no later than the thirtieth day prior to the date of the Shareholders' Meeting.
2014 Group Incentive System
To the Shareholders' Meeting it is also proposed the adoption of the 2014 Group Incentive System, which, as required by national and international regulatory authorities, provides for the allocation of an incentive in cash and in free ordinary shares - to be granted, subject to the achievement of specific performance conditions - at Group, local and individual level - over a multi-year period (2015-2020) to selected group of UniCredit Group employees.
To illustrate the mentioned 2014 incentive system, it will be prepared - pursuant to section 114-bis of the Legislative Decree no. 58 of 24 February 1998 - the disclosure document as of Section 84-bis of Consob Regulation no. 11971/99 to be made available to the public within thirty days prior to the date of the Shareholders' Meeting.
UniCredit Group Employee Share Ownership Plan 2014
The Board of Directors resolved to submit to the approval of the Ordinary Shareholders' Meeting the proposal to adopt for 2015 a new share ownership plan for all employees of UniCredit Group in order to reinforce the sense of employees' belonging and commitment to achieve corporate goals. In line with what was approved in previous years, the plan provides the employees of the Group with the possibility to invest in UniCredit shares at favorable conditions by granting a discount of 25% on shares' purchase price in the form of allocation of free shares. There are no capital increases for the execution of this plan.
Capital increase for no consideration to service the payment of a dividend to shareholders (scrip dividend)
In order to service the payment of a dividend from profit reserves in the form of a scrip dividend, the Shareholders' Meeting is proposed a capital increase for no consideration pursuant to section 2442 of the Italian Civil Code, to be implemented through the issue of ordinary shares and savings shares to be assigned, respectively, to the holders of ordinary shares and the holders of savings shares of UniCredit, without prejudice to the right to ask that the dividend be paid in cash.
Proposal for changes of the Clause 8 of the UniCredit Articles of Association
In compliance with the " Regulations on remuneration and incentive policies and practices of banks and banking groups" of Bank of Italy, as per the text published for consultation by Bank of Italy last December, it is proposed to the Shareholders' Meeting, in extraordinary session, the amendment to Clause 8 of the Articles of Association, in order to provide for approval of the Ordinary Shareholders' Meeting of compensation in case of early termination of the employment relationship or office, as well as the right to establish a ratio between variable and fixed component of individual remuneration higher than 1:1 (not higher than 2:1 ratio). If any changes are made in the process of issuing the update of the new Regulations of Bank of Italy, we will proceed to make the necessary/appropriate adjustments to the documents to be submitted to the shareholders.
Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code to carry out a capital increase in execution of the mentioned Group incentive system
In line with the recommendations of national and international supervisory authorities and with the guidelines contained in the European Capital Requirements Directive (CRD IV), the optimal method to service the 2014 Group Incentive System has been identified as the deliberation - on one or more occasions - by the Board of Directors, upon power of attorney delegated by the Shareholders' Meeting under section 2443 of the Italian Civil Code, for a free capital increase, as allowed by section 2349 of the Italian Civil Code - to be implemented within five years from the date of the shareholders' resolution - of maximum of € 98,294,742.05 corresponding to up to 28,964,197 ordinary shares to be granted to employees of the Holding Company and of Group banks and companies.
• CAPITAL INCREASE FOR ISSUANCE OF ORDINARY Unicredit SHARES UNDER THE SHARE PLAN FOR TALENTS AND OTHER MISSION CRITICAL PLAYERS AND 2011 & 2012 GROUP INCENTIVE SYSTEMS
The Board of Directors has executed the "Share plan for talents and other mission critical players" and the "2011 Group Executive Incentive System" approved by the Shareholders' Meeting in 2011 as well as the "2012 Group Incentive System" approved by the Shareholders' Meeting in 2012, approving the issue of UniCredit ordinary shares, following the verification of the achievement of the performance targets set out in these Plans.
• ASSESSMENT OF THE DIRECTORS' INDEPENDENCE REQUIREMENTS
The Board of Directors verified the Directors' independence requirements pursuant to Sec. 3 of the Corporate Governance Code and Sec. 148 of the Legislative Decree no. 58/1998 (TUF).
The results of the aforesaid assessment are the following:
"independent" directors, pursuant to sec. 3 of the corporate governance code and sec. 148 of the TUF
Mohamed Ali Al Fahim, Manfred Bischoff, Henryka Bochniarz, Alessandro Caltagirone, Luca Cordero di Montezemolo, Marianna Li Calzi, Luigi Maramotti, Giovanni Quaglia, Lucrezia Reichlin, Lorenzo Sassoli de Bianchi, Alexander Wolfgring and Anthony Wyand.
"non-independent" directors, pursuant to sec. 3 of the corporate governance code
Vincenzo Calandra Buonaura, Candido Fois, Federico Ghizzoni, Francesco Giacomin, Helga Jung, Fabrizio Palenzona and Giuseppe Vita.
"non-independent" directors, pursuant to sec. 148 of the TUF
Federico Ghizzoni and Helga Jung.
• ANNUAL UNICREDIT REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURES
In light of the provisions contained in the Corporate Governance Code for listed companies of December 2011, the Board of Directors approved the 2013 UniCredit Report on Corporate Governance and ownership structures drawn up pursuant to Sec. 123/bis of the Legislative Decree no. 58 dated 24 February 1998. Such report will be made available, at the same time as the Report on Operations and the Annual Report on remuneration, also on the UniCredit website.
Milan, 11 March 2014