15 April 2021 Ordinary and Extraordinary Shareholders Meeting
COVID-19 emergency - Shareholders' Meeting without physical attendance
In order to minimize the risks for Shareholders associated with the ongoing health emergency, the Company - in accordance with the provisions of Article 106 of Legislative Decree no. 18/2020 converted into Law no. 27/2020, which introduced some exceptional dispositions applicable to the meetings of listed companies - has decided to make use of the right to provide that the Shareholders' attendance at the Shareholders' Meeting shall be made exclusively through the Company-Designated Proxy Holder pursuant to Article 135-undecies of Legislative Decree no. 58/98, without physical participation by the shareholders.
The information to participate by proxy is available on this web page, in the below section "Voting Proxies"
The Shareholders' Meeting was held in Milan in both Ordinary and Extraordinary session on April 15th, 2021 in a single call.
The Shareholders' Meeting documentation is available on this section; moreover, general information on the process is available on the Shareholders page, in the "Shareholders Meeting" section.
Voting proxies
In compliance with the provisions of applicable law, any person eligible to vote may choose to be represented in a Shareholders' Meeting in one of the manners illustrated below.
Voting proxies and Company-Designated Proxy Holder
In accordance with Article 106 of Legislative Decree no. 18/2020, as ratified and amended by Law no. 27/2020 ("Decree"), which introduced some exceptional provisions for the meetings of listed companies, in order to minimize the risks associated with the ongoing pandemic, UniCredit has decided to make use of the right to establish that shareholder attendance at the Shareholders' Meeting will be exclusively via the Company-Designated Proxy Holder pursuant to Article 135-undecies of Legislative Decree no. 58/98.
In accordance with the aforesaid provisions, any Shareholder who intends to participate in the Shareholders' Meeting must grant a proxy and voting instructions to Computershare S.p.A., whose offices are in Turin, at Via Nizza 262/73, in its role as the Company-Designated Proxy Holder for this purpose pursuant to Article 135-undecies of Legislative Decree no. 58/98. This must be done according to the methods established by the current legal framework.
Consequently, any proxies with voting instructions, for all or some of the proposals on the Agenda, must be conferred:
- preferably using the specific web application that has been created and is managed directly by Computershare S.p.A. Using this web application, from March 25th 2021 it will be possible to complete the guided process to fill in the proxy and voting instructions form, which must be done by 12.00 noon on April 14th, 2021;
- using the specific proxy form. This must be submitted by April 13th, 2021 using the addresses provided and the procedures specified on the form.
By the abovementioned deadline, a proxy and voting instructions may also be revoked using the methods indicated above. A proxy is only valid for the proposals for which voting instructions have been provided.
Without changing the need for a proxy to be assigned to the Company-Designated Proxy Holder, proxy holders can also sub-delegate to the Company-Designated Proxy Holder. This is pursuant to Article 135-novies of the Consolidated Law on Finance (TUF) and as an exception to Article 135-undecies, subsection 4, of the TUF. Any such "intermediate" granting of proxies can be done using the form that can be downloaded from this web page, here available.
In accordance with Article 127-ter of Legislative Decree no. 58/98, anyone holding voting rights may ask questions on the items on the agenda of the UniCredit S.p.A. Shareholders' Meeting, provided they comply with the terms and deadlines indicated in the notice of call.
Questions can be sent by ordinary post to the registered office of UniCredit S.p.A. at Piazza Gae Aulenti, 3 - Tower A - 20154 Milan (with the express indication: "To the attention of the Group Corporate Affairs Department") or via e-mail to corporate.law@pec.unicredit.eu
Please note that any questions received as above by no later than April 6th, 2021 will be answered by April 12th, 2021, by the answer being published on the UniCredit S.p.A. website (www.unicreditgroup.eu/agm15april2021). This is provided that the question is pertinent to the items on the agenda and that it has been verified that all the necessary requirements, including checking the right to ask questions, are satisfied.
Given the current pandemic and the methods being adopted for this Shareholders' Meeting, this deadline means shareholders will still have time to confer their proxy and voting instructions to the Company-Designated Proxy Holder, taking into account the answers provided by the Company to any questions they have asked.
The Company will not answer any pre-Shareholders' Meeting questions that do not comply with the methods, terms and conditions indicated above.
The document below contains the Company's answers to the questions received pursuant to article 127 ter of Legislative Decree no. 58/98.
Notice of call
- PDF | Notice (197.31kb)
- PDF | Excerpt (156.67kb)
Shareholders' Meeting Documentation
ORDINARY PART
1. Approval of the 2020 financial statements
2. Allocation of the result of the year 2020
3. Increase of the legal reserve
4. Elimination of so-called "negative reserves" for components not subject to change by means of their definitive coverage
5. Distribution of a dividend from profit reserves
6. Authorisations to purchase treasury shares aimed at Shareholders' remuneration. Consequent and inherent resolutions
7. Determination of the number of members of the Board of Directors
8. Appointment of the Directors
- PDF | Directors' Report Appointment of the Directors (137.42kb)
- PDF | 2021 Qualitative and quantitative composition of the Board of Directors (372.50kb)
- PDF | Board Slate March 2021 (3.17mb)
- PDF | List no. 1 submitted by the Board of Directors (24.33mb)
- PDF | List no. 2 submitted by several funds (13.70mb)
9. Determination of the remuneration of Directors
10. Integration of the Board of Statutory Auditors by the appointment of a substitute Statutory Auditor
11. 2021 Group Incentive System
12. 2021 Group Remuneration Policy
13. Group Termination Payments Policy
14. Remuneration Report
15. Authorisation to purchase and dispose of treasury shares for the purpose of delisting the UniCredit shares from the Warsaw Stock Exchange. Consequent and inherent resolutions
EXTRAORDINARY PART
1. Delegation to the Board of Directors to carry out a free capital increase for a maximum amount of EUR 176,024,708 in order to execute the 2021 Group Incentive System and consequent amendments to the Articles of Association
2. Amendments to clause 6 of the Articles of Association
3. Cancellation of treasury shares with no reduction of share capital; consequent amendment to clause 5 of the Articles of Association. Consequent and inherent resolutions
Other documents
Press releases
- 11.02.2021 Board of Directors' Resolutions
- 03.03.2021 Board of Directors' Resolutions
- 05.03.2021 Shareholders' Meeting Documentation
- 08.03.2021 Shareholders' Meeting Documentation
- 19.03.2021 List for the renewal of the Board of Directors and submission of a candidature of substitute Statutory Auditor
- 23.03.2021 Disclosure of documents of the list
- 24.03.2021 Notice of filing of the 2020 Annual Financial Report
- 15.04.2021 The Shareholders' Meeting approves the 2020 Financial Statements
- 28.04.2021 Amendment of Articles of Association
- 13.05.2021 Notice of filing of the Minutes of the Shareholders' Meeting
- 24.06.2021 Conclusion of the First Buy-Back Programme 2021
- 01.03.2022 Conclusion of the Second Buy-Back Programme 2021. Final amount of the 2022 dividend per share referred to the year 2021