Today UniCredit S.p.A.'s Ordinary and Extraordinary Shareholders' Meeting was held in Milan and resolved on the following Agenda items.
Authorisation to purchase treasury shares aimed at remunerating the shareholders - update and integration of the resolution of 8 April 2022. Consequent and inherent resolutions
The Shareholders' Meeting, with 99.34% of the share capital present and entitled to vote, updated and integrated the authorisation granted by the Shareholders' Meeting on 8 April 2022, authorising the Board of Directors, pursuant to Articles 2357 of the Italian Civil Code and Article 132 of the Italian Consolidated Financial Act, to carry out the purchases, in one or more transactions, for a maximum of UniCredit shares equal to the total expenditure of up to Euro 999,954,005.15 and, in any case, not exceeding no. 200,000,000 UniCredit shares (amount including the residual no. 52,814,279 shares as already authorised by the Shareholders' Meeting on 8 April 2022). The transaction was authorised by the European Central Bank on 30 August 2022.
The purchases of UniCredit's shares may be carried out within the earliest of: (i) the date falling 18 (eighteen) months from 8 April 2022; and (ii) the date of the Shareholders' Meeting which will be called to approve the financial statements for the year ending on 31 December 2022.
UniCredit's shares purchases, if executed, must be carried out at a price that will be determined on a case-by-case basis, in compliance with any applicable regulatory requirements, including those of the European Union, in force from time to time, on the understanding that the purchase price cannot diverge downwards or upwards by more than 10 per cent from the official price registered by UniCredit's share in Euronext Milan's trading session, organised and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction.
The update of the authorisation to purchase shares is part of the ambitions of the 2022-2024 strategic plan "UniCredit Unlocked", with a focus on sustainable shareholder distribution.
Cancellation of treasury shares with no reduction of share capital; consequent amendment to clause 5 of the Articles of Association. Consequent and inherent resolutions
The Shareholders' Meeting, with 99.74% of the share capital present and entitled to vote, resolved to cancel any UniCredit treasury shares that will be acquired in accordance with the Shareholders' Meeting's authorization resolved in ordinary session on 8 April 2022, as updated and integrated pursuant to the today's Ordinary Shareholders' Meeting, up to a maximum of UniCredit shares not exceeding no. 200,000,000 shares. The above-mentioned cancellation will not have any impact on the net equity of the Company, without prejudice to the amount of the share capital, with a consequent automatic increase in their "accounting par value" of the shares issued by the Company.
The Shareholders' Meeting then granted to the Board of Directors the power to:
- determine the effective number of treasury shares to be cancelled;
- carry out such cancellation in more transactions or in a single transaction, in any case no later than the first date between: (a) the date of dividend's distribution, if any, for the year ending on 31 December 2022 and (b) 31 July 2023,
by resolving the consequent amendments to the Articles of Association.
It should be noted that the sum of the votes of those against, the votes abstaining and non-voters completes the quorum of shares admitted to vote. For a complete view of the voting result, please refer to the "Summary report of the votes" which will be published within the terms of the law on the Company's website.
It should also be noted that the minutes of the meeting will be published on the Company's website as well as on the website of the authorised storage mechanism "eMarket STORAGE" managed by Spafid Connect S.p.A (www.emarketstorage.com) and will be made available to shareholders at the Company's registered office in Milan in accordance with the terms provided for by current legislation.
Milan, 14 September 2022