Today the Ordinary and Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held in Rome.
The Shareholders' Meeting, in its ordinary session, approved the Annual Report and Accounts of UniCredit S.p.A. at December 31, 2013, which reported a loss for the year of €11,601,110,636.
The Shareholders' Meeting also approved:
(i) the coverage of the loss for 2013 through the use of €3,818,208,503 from the reserve related to business combinations within the Group and of €7,782,902,133 from the issue-premium reserve;
(ii) the payment of a dividend to shareholders from profit reserves amounting to a total of €570,332,795.10 corresponding to €0.10 per share (ordinary and savings) before withholding tax;
(iii) the increase of the legal reserve by €119,695,259 through use of the issue-premium reserve.
Specifically, the Shareholders' Meeting approved the payment of the dividend in the form of a scrip dividend entailing the allocation to ordinary shareholders and savings shareholders of the Company of new shares of the same kind, resulting from a free capital increase, with the right to request payment of the dividend in cash, instead of the assignment of the shares.
The dividend resolved upon by the Shareholders' Meeting will be paid out on June 6, 2014, with the ex-dividend date being May 19, 2014 (detachment coupon no. 3), through the Intermediaries taking part in the Monte Titoli centralized management system. Under Section 83-terdecies of the Legislative Decree no. 58/1998, those who - based on the relevant records - are Shareholders at the end of the 21st May 2014 accounting day are the persons that will be entitled to receive dividend.
The 2013 Consolidated Annual Report and Accounts of the Group, approved by the Board of Directors on March 11, 2014, was also presented during the Ordinary Shareholders' Meeting.
The Shareholders' Meeting, again in its ordinary session, also appointed Mr. Pierpaolo Singer as substitute Statutory Auditor, following the resignation of Mr. Marco Lacchini. The appointment of Mr. Pierpaolo Singer, who shall remain in office until the Shareholders' Meeting called upon to approve the 2015 financial statements, has been resolved with the majorities required by law, without applying the list vote system, in any case abiding by the principles of the minority representation and gender balance required by current provisions, also of a regulatory nature.
The curriculum vitae of the new substitute Auditor is available on the Corporate Governance Section of the Company's website (www.unicreditgroup.eu).
The Shareholders' Meeting - in relation to the appointment of the Common Representative of the savings shareholders, for the three-year period 2014-2016, by the Special Meeting convened on next June 6 - therefore resolved that the annual remuneration of the Common Representative of the savings shareholders be taken on by UniCredit, also for the next 3 years, confirming its amount in Euro 25,000.
As well in ordinary session, in line with the guidelines contained in the European Directive CRD (Capital Requirements Directive) IV and in compliance with the "Provisions on compensation" of Bank of Italy, according to the text put under consultation in the last month of December, the Shareholders' Meeting has also resolved to set the maximum ratio between variable and fixed compensation for the individual employees at 2:1, or, if lower, at the maximum level permitted by law or regulation in force. For the company control functions the proposed approach is more conservative, providing for a 1:1 bonus cap, or anyhow a more stringent approach if introduced by Bank of Italy. In addition, in Asset Management, considering the presence of industry specific regulation, only the employees recognized as identified staff will be subject to the cap.
The Shareholders' Meeting has then approved the "Group Compensation Policy", which defines the principles and standards which UniCredit applies to and are reflected in the design, implementation and monitoring of compensation policies and systems across the entire UniCredit organization. The Policy also includes the Annual Compensation Report, which highlights the main features and outcomes of the enactment of the Group compensation policy and incentive systems.
The Shareholders' Meeting, again in ordinary session, has approved the adoption of the 2014 Group Incentive System for the Executives and other selected beneficiaries belonging the personnel of UniCredit Group, which provides for an incentive - both in cash and in UniCredit ordinary shares - to be awarded over a multi-year period, conditionally to the achievement of specific performance goals, in line with regulatory requirements.
The Ordinary Shareholders' Meeting approved the adoption of a share-ownership plan for the employees of UniCredit Group (Let's Share Plan for 2015), in order to foster the sense of belonging to the Group and the motivation of the employees to achieve the corporate goals. The Plan provides for the possibility for the Group employees to invest in UniCredit ordinary shares at favorable conditions. No capital increases are foreseen in execution of this Plan.
The 2013 Group Sustainability Report, approved by the Board of Directors, was presented at the Shareholders' Meeting along with the Consolidated Reports and Accounts.
The 2013 Sustainability Report, including 15 countries where we have significant operations, confirmed for the fourth consecutive year the 'A+' rating, the maximum possible according to the GRI (Global Reporting Initiative) standards, in line with current international best practices.
In order to enable the payment of dividend in the form of a scrip dividend, the Shareholders' Meeting, in extraordinary session, approved a free capital increase pursuant to Section 2442 of the Italian Civil Code for a maximum amount of €570,332,795.10, to be carried out by June 30, 2014 through the use of a portion of the "Reserve for allocating profits to Shareholders through the issuance of new free shares".
The maximum number of ordinary shares and savings shares to be issued, without par value and with regular dividend rights, was set respectively at 95,015,067 ordinary shares and 28,855 savings shares based on the allocation value calculated in accordance with the criteria set out in the Directors' Report submitted to the Shareholders' Meeting.
The Shareholders' Meeting consequently approved the following allocations ratios:
(i) to the entitled holders of ordinary shares, 1 new share for every 60 shares held;
(ii) to the entitled holders of savings shares, 1 new share for every 84 held.
Shareholders have the right to ask the Company for payment of the dividend in cash, instead of allocation of the shares, through their depository, from May 21, 2014 until May 30, 2014; this period may be extended through specific notification by the Company.
The Shareholders' Meeting also established that the fractional rights resulting from the allocation of the newly-issued free shares will be monetized on the basis of the respective allocation value by an intermediary, engaged for that purpose, without charges, fees or other costs for the shareholders. The Shareholders' Meeting also approved the consequent changes to Clause 6 of the Articles of Association.
In that regard, the Information Document containing information on the number and nature of the shares, the reasons and details of the offer, prepared pursuant to Article 34-ter, paragraph 1 (l), and Article 57, paragraph 1(e) of the Consob Issuers Regulation, will be published on the Company's internet website (www.unicreditgroup.eu/shareholdersmeeting2014) on May 15, 2014.
The Shareholders' Meeting in extraordinary session approved changes to Clause 8 of the Articles of Association, in order to grant the Ordinary Shareholders' Meeting the faculty to determine a ratio of variable to fixed remuneration of individual employees higher than 1:1, but in any case not exceeding the ratio of 2:1 or the lower ratio fixed by law or regulation from time to time in force.
Again in extraordinary session, the Shareholders' Meeting, has granted the Board of Directors, under the provisions of Section 2443 of the Italian Civil Code, the authority to resolve, even on more occasions and for a maximum period of five years, a free capital increase, as per Section 2349 of the Italian Civil Code, for a maximum amount of €98,294,742.05 corresponding to up to 28,964,197 ordinary shares, to be granted to the employees of UniCredit S.p.A. and of Group banks and companies, who hold positions of particular importance for the purposes of achieving the Group's overall objectives, in execution of the 2014 Group Incentive System approved today by the Shareholders' Meeting in ordinary session. Lastly, the Shareholders' Meeting resolved the consequent amendments to the Articles of Association.
Rome, May 13 2014