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UniCredit: Board of Directors Resolutions

The UniCredit Board of Directors has passed the following resolutions:

  • Call of an ordinary and extraordinary Shareholders' Meeting and connected proposals;
  • Assessment of the Directors' independence requirements;
  • Qualitative and quantitative composition of the UniCredit S.p.A. Board of Directors;
  • Annual 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, 2015 in single call to resolve on the following matters:

 

 

Ordinary Part

 

·  Approval of the UniCredit S.p.A. financial statement as at December 31 2014, accompanied by the Reports of the Directors, of the Board of Statutory Auditors and of the Auditing Company. Presentation of the consolidated financial statement;

 

·  The allocation of the UniCredit S.p.A. 2014 result of the year

 

·   Distribution of a dividend from profit reserves in the form of a scrip dividend;

 

·   Appointment of the Directors, after deciding their number, together with the determination on the length of their office;

 

·   Authorization for competing activities under the provisions of section 2390 of the Italian Civil Code;

 

 

·   Determination under the provisions of section 26 of the UniCredit Articles of Association of the remuneration due to the Directors for the activities they carry out within the Board of Directors, the Board Committees and other bodies in existence within the Company;

 

·  2015 Group Compensation Policy;

 

·  2015 Group Incentive System;

 

·  Long Term Incentive Plan for the UniCredit Top Management;

 

·  Group Policy on termination payments;

 

·  UniCredit Group Employee Share Ownership Plan 2015 (Plan "Let's Share for 2016").

 

 

Extraordinary Part

 

·   Capital increase for no consideration under the provisions of section 2442 of the Italian Civil Code to service the payment of a dividend from profit reserves in Euro 0,12 in the form of a scrip dividend, 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 and consequential amendments to clauses of the UniCredit Articles of Association.

 

·  Proposal for changes of the Clauses 6, 8, 20, 23 and 30 of the UniCredit Articles of Association.

 

·   Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to resolve in 2020 to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of € 32,239,804.21 corresponding to up to 9,500,000 UniCredit ordinary shares to be granted to the Personnel of the Holding Company and of Group banks and companies, in order to complete the execution of the 2014 Group Incentive System; consequent amendments to the Articles of Association.

 

·   Delegation to the Board of Directors, under the provisions of section 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 section 2349 of the Italian Civil Code, for a maximum amount of € 100,075,594.87 corresponding to up to 29,490,000 UniCredit ordinary shares to be granted to the Personnel of the Holding Company and of Group banks and companies in execution of the 2015 Group Incentive System; consequent amendments to the Articles of Association.

 

 

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 www.unicreditgroup.eu.

 

  

PROPOSALS TO BE SUBMITTED TO THE ORDINARY SHAREHOLDERS' MEETING

 

Appointment of the Directors, after deciding their number, together with the determination on the length of their office


Taking into account that the current term in office for the UniCredit Board of Directors shall expire with the approval of the 2014 financial statement, it is proposed to the Ordinary Shareholders' Meeting the appointment of the Director, after deciding their number, together with the determination on the length of their office.


Pursuant to Clause 20 of the Articles of Associations and in compliance with current laws and regulations, the Board of Directors shall be appointed on the basis of lists submitted by Shareholders who represent, either individually or collectively, at least 0.5% of the share capital in the form of ordinary shares with voting rights at Ordinary Shareholders' Meetings.

 

Authorization for competing activities

 

Furthermore, it is proposed to the Shareholders' Meeting to authorize the competing activities carried out by the Directors who will be appointed by the next Shareholders' Meeting, pursuant to Article 2390 of the Italian Civil Code, even in the case of application of Section 36 of Law nr.214/2011.

 

 

Determination of the remuneration due to the Directors for the activities they carry out within the Board of Directors, the Board Committees and other bodies in existence within the Company

 

In connection with the appointment of the Directors, it is proposed to the Shareholders' Meeting to determine the remuneration due to the Board of Directors and to the members of the Committees and other bodies within the Company.

Such remuneration shall be comprehensive of the premium share of the Group Directors and Officers Liability Insurance allocated to the Company.

 

2015 Group Incentive System

 

To the Shareholders' Meeting it is also proposed the adoption of the 2015 Group Incentive System, which, as required by national and international regulatory authorities, provides for the allocation of an incentive in cash and/or 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 (2016-2021) to selected group of UniCredit Group employees.

 

To illustrate the mentioned 2015 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.

 

Long Term Incentive Plan for the UniCredit Top Management

 

Furthermore, to the Shareholders' Meeting it is also proposed the adoption of the UniCredit Group Long Term Incentive Plan (LTI Plan) aimed at offering, for the UniCredit Top Management,  monetary incentives linked to the official Company's ordinary shares market price and subordinately to the achievement of specific performance conditions over a four years period (2015-2018).

 

 

2015 Group Compensation Policy and Group Policy on termination payments

The Shareholders' Meeting is proposed to approve such Policies in order to fulfill regulations requiring the submission of these topics to the Annual General Meeting.

 

 

UniCredit Group Employee Share Ownership Plan 2015 (Plan "Let's Share for 2016")

The Shareholders' Meeting is proposed to approve a share ownership plan designed to offer Group employees  the opportunity to invest in UniCredit shares at favorable conditions.

 

 

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 Clauses 6, 8, 20, 23 and 30 of the UniCredit Articles of Association.

 

These amendments are mainly aimed at implementing the new provisions of the Bank of Italy's Circular no. 285 relating to corporate governance as well as at falling into line with the new provisions issued by the Bank of Italy on remuneration and incentives policies and practices implementing Directive 2013/36/EU of 26 June 2013 (Capital Requirements Directive or CRD IV); as the occasion arises, the Shareholders' Meeting will be submitted some further changes that are merely formal in nature and/or whose aim is that of an update.

 

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 method to complete the execution of the 2014 Group Incentive System has been identified as the deliberation 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 in 2020 - of maximum of € 32,239,804.21 corresponding to up to 9,500,000 ordinary shares to be granted to employees of the Holding Company and of Group banks and companies.

 

Furthermore, 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 2015 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 € 100,075,594.87 corresponding to up to 29,490,000 ordinary shares to be granted to employees of the Holding Company and of Group banks and companies.

 

OTHER RESOLUTIONS

 

In addition to the proposals to the Shareholders' Meeting regarding the UniCredit S.p.A. financial statements as at 31 December 2014 and the related resolutions the following proposals will be submitted for approval:

 

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.

 

Qualitative and quantitative composition of the UniCredit S.p.A. Board of Directors

 

The UniCredit Board of Directors has identified the optimal qualitative/quantitative profile that the Directors ought to have, in addition to the requirements envisaged by the law and regulatory provisions in being, in order to properly carry out the functions assigned to the Management body.

The relevant document will be published on the UniCredit website - www.unicreditgroup.eu - under Section Governance > Board of Directors.

 

 

Annual UniCredit Report on Corporate Governance and ownership structures

 

In light of the provisions contained in the Corporate Governance Code for listed companies of July 2014, the Board of Directors approved the 2014 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, 12 March 2015