Ordinary and Extraordinary Shareholders' Meeting
The Shareholders' Meeting in ordinary and extraordinary session is convened in Milan, at "Allianz MiCo", viale Lodovico Scarampo (reserved entrances "A" and "B" between Gate 6 and Gate 7), on 27 March 2025, 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 and Company-Designated Proxy Holder
Those who have the right to vote may be represented in the Meeting through execution of a written proxy pursuant to current regulatory provisions. To that end, it will be possible to use either the proxy form issued by the authorised intermediaries at the request of the voting rights holder or the proxy form that can be downloaded below. The representative may deliver or send to the Company a copy or a digital copy of the proxy in place of the original confirming, under his/her own responsibility, the identity of the delegating shareholder and that the document is a true copy of the original. The Company may be given notice of the voting proxy granted by means of a document in electronic format with a qualified electronic signature or digital signature by sending an e-mail to shareholdersdelegation@unicredit.eu.
The proxy may also be given to Computershare S.p.A., with registered office in Milan and offices at via Nizza, 262/73 in Turin, the Representative designated for this purpose by the Company pursuant to Article 135-undecies of the TUF, in accordance with the procedures provided for by the current legislation. The proxy to the Company-Designated Proxy Holder, with voting instructions on all or some of the proposals on the agenda, shall be conferred through the specific proxy form prepared by the Designated Proxy Holder itself that can be downloaded below. The proxy form with voting instructions must be submitted, following the indications therein, by 25 March 2025. Alternatively, within the same deadline, it will be possible to proceed with the guided filling in of the proxy form and voting instructions and their transmission using the specific web application managed by Computershare S.p.A., accessible through this link
The proxy and voting instructions can always be cancelled within the specified deadline, using the procedures specified above. The proxy is effective only for proposals in relation to which voting instructions have been given.
As provided for in Article 127-ter of the TUF, those who are entitled to vote may submit questions pertaining to items on the agenda prior to the Shareholders' Meeting by sending these:
- via e-mail to corporate.law@pec.unicredit.eu or
- via registered mail with the notice of receipt to the Company's Registered Office (with the express indication: "To the attention of Group Corporate Affairs"),
with their identification and contact details.
The entitlement of those asking questions shall be ascertained based on the notice given by the broker according to Article 43 of the Bank of Italy-Consob Resolution dated 13 August 2018, or by means of the communication pursuant to Article 83-sexies of the TUF to allow attendance at the Shareholders' Meeting. Those interested are invited to send the Company, together with their questions, a copy of the documentation proving their entitlement.
The questions must be received no later than 20 March 2025. The questions that will result to be pertinent to the matters on the agenda, will be answered, at the latest, during the Shareholders' Meeting as established by the rules of the law.
The Company will not answer questions that do not respect the above modalities, due dates and conditions.
Notice of call
- PDF | Notice (576.95kb)
- PDF | Excerpt (563.27kb)
Shareholders' Meeting Documentation
ORDINARY PART
1. Approval of the 2024 Financial Statements
2. Allocation of the net profit of the year 2024
3. Elimination of negative reserves for the components not subject to change by means of their definitive coverage
4. Authorisation to purchase treasury shares aimed at remunerating the shareholders. Consequent and inherent resolutions
5. INTEGRATION OF THE BOARD OF DIRECTORS
6. 2025 Group Remuneration Policy
7. Remuneration REPORT
8. 2025 Group Incentive System
EXTRAORDINARY PART
1. Proposal to grant the Board of Directors, pursuant to Art. 2443 of the Italian Civil Code, with the power, to be exercised within 31 December 2025, to increase the share capital, in one or more tranches and in a divisible form, without pre-emption right pursuant to Art. 2441, paragraph 4, first sentence, of the Italian Civil Code, and with issuance of maximum no. 278,000,000 ordinary shares, with ordinary rights and the same characteristics as the shares already outstanding on the issue date, whose issuance price shall be determined by the Board of Directors pursuant to applicable laws, to be paid up by way of contribution in kind functional to a voluntary public exchange offer (offerta pubblica di scambio volontaria) on all the ordinary shares of Banco BPM S.p.A.; subsequent amendment of Art. 6 of the Company's by-laws; related and subsequent resolutions
2. Cancellation of treasury shares with no reduction of share capital; consequent amendment of ARTICLE 5 of the Articles of Association. related and consequent resolutions
3. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 1,540 UniCredit ordinary shares to service the 2019 Group Incentive System and consequent integration of clause 6 of the Articles of Association
4. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 250,000 UniCredit ordinary shares to service the 2020 Group Incentive System and other forms of variable compensation and consequent integration of clause 6 of the Articles of Association
5. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 850,000 UniCredit ordinary shares to service the 2022 Group Incentive System and other forms of variable compensation and consequent integration of clause 6 of the Articles of Association
6. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 600,000 UniCredit ordinary shares to service the 2023 Group Incentive System and other forms of variable compensation and consequent integration of clause 6 of the Articles of Association
7. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 3,300,000 UniCredit ordinary shares to service the 2024 Group Incentive System and other forms of variable compensation and consequent integration of clause 6 of the Articles of Association
8. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 650,000 UniCredit ordinary shares to service the 2020-2023 LTI Plan and consequent integration of clause 6 of the Articles of Association
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