UniCredit successfully completed the second full year of Transform 2019, with a record-breaking performance that has allowed us to achieve the best results of the last decade. UniCredit has reached and exceeded stated 2018 targets, demonstrating that Transform 2019 plan is the basis for confirming UniCredit's role as a pan-European winnerAdjusted net profit, for the full year, was at 3.9 billions, up 7.7 per cent compared to 2017 adjusted and adjusted RoTE was at 8.0 per cent. The operating model transformation is ahead of schedule. The CET1 ratio fully loaded is 12.07% at year-end. The long term strategy of UniCredit is and wants to remain a simple successful Pan European Commercial Bank, with a fully plugged-in CIB, delivering a unique Western, Central and Eastern European network to our extensive client franchise. UniCredit continues to make good progress with the transformation of the Group in 2019 and achieves the objective of making "One Bank, One UniCredit" confirms itself as a true Pan European winner.
Today the Ordinary and Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held in Milan and has approved the following resolutions:
Ordinary part
Approval of the 2018 financial statements
The Shareholders' Meeting has approved, with the 98.33% of the share capital present and entitled to vote, the Financial Statements of UniCredit S.p.A. as at December 31, 2018, based also on the Reports of the Board of Directors, the External Auditors and the Board of Statutory Auditors.
Furthermore the 2018 Consolidated Report and the 2018 Integrated report, which constitutes a Non-Financial Declaration according to the provisions of clauses 3 and 4 of Legislative Decree 254/2016, as well as the Report on corporate governance, which had been approved by the Board of Directors respectively on February 6 and March 5, 2019, have been submitted to the shareholders.
Allocation of the net profit of the year 2017
The Shareholders' Meeting of UniCredit, in reference to the decisions taken upon approval of the 2018 Financial Statements of UniCredit S.p.A., and on the basis of the result for the year 2018 of €2,458,163,163.96, has resolved to allocate the net profit as follow:
- to the holders of ordinary shares a dividend of €0.27 for each share outstanding and entitled to dividend at payment date;
- to social, charity and cultural initiatives in favor of UniCredit Foundation for an amount of €4,000,000.00;
- to the Reserves related to the medium-term incentive program for Group Staff an amount of €54,512,183.00;
- to the statutory reserve for the remaining amount.
The Dividend will be paid, in accordance with the applicable laws and regulations, on April 25, 2019, with "ex-dividend date" on April 23, 2019, through intermediaries participating to the Monte Titoli settlement service. According to the art. 83-terdecies of Legislative Decree n. 58/1998, the shareholders entitled to receive the dividend will be those resulting from accounting evidencies of 24 April 2019.
Appointment of the Corporate Officers and resolution on their remuneration
The Shareholders' Meeting has appointed, on the basis of a proportional representation mechanism (voto di lista), the members of the Board of Statutory Auditors for the 2019 - 2021 financial years, with a term of office expiring on the date of the AGM called to approve the 2021 financial statements.
According to Clause 30 of the Articles of Association and to current provisions:
- three permanent Statutory Auditors and two stand-in Statutory Auditors were elected from the list obtaining the majority of the Shareholders' votes (equal to around 86.68% of the share capital present and entitled to vote), filed by Allianz Finance II Luxembourg S.à.r.l. (List no.1), with a shareholding equal to around 0.997% of the share capital;
- two permanent Statutory Auditors and two stand-in Statutory Auditors were taken from the list voted by a shareholders' minority, filed jointly by several investment Funds (List no. 2), with an overall shareholding equal to arounf 1.677% of the share capital.
Therefore, the newly appointed Board of Statutory Auditors is made up by Mr. Marco Giuseppe Maria RIGOTTI, as Chairman (from the minority list), Mr. Angelo Rocco BONISSONI, Mrs. Benedetta NAVARRA and Mr. Guido PAOLUCCI (from the majority list) and Mrs. Antonella BIENTINESI (from the minority list), as permanent Auditors. The stand-in Statutory Auditors appointed are Mrs. Raffaella PAGANI and Mrs. Paola MANES (from the majority list), Mr. Roberto FRANCHINI and Mrs. Enrica RIMOLDI (from the minority list).
All the appointed Statutory Auditors declared their independence pursuant to the Italian Corporate Governance Code for listed companies and the Legislative Decree no 58/78.
The curriculum vitae of the new Auditors can be found on the Corporate Governance section of the Company website (www.unicreditgroup.eu);
Furthermore, the Shareholders' Meeting approved the proposal for the yearly remuneration due to the Board of Statutory Auditors' members : € 125,000 for each permanent Statutory Auditor and € 170,000 for the Chairman, as well as an attendance fee of € 400 for each Board of Statutory Auditors' meeting and of € 400for each attendance to any meeting of other corporate bodies.
Integration of the Board of Directors
Finally, the Shareholders' Meeting appointed a Director to integrate the Board of Directors, by confirming Ms. Elena Carletti, already co-opted on February 6, 2019, who will hold the office until the expiration of the current Board of Directors and, therefore, until the Shareholders' Meeting called to approve the 2020 financial statements. Ms. Carletti has declared that she is independent as per the Articles of Association of UniCredit and the Italian Corporate Governance Code for listed companies, and also pursuant to the Legisaltive Decree no. 58/1998. Finally, it should be noted that the Board of Directors has confirmed Ms. Carletti, non executive Director, as member of the both Remuneration and Internal Controls & Risks Committees.
The curriculum of the appointed Director can be found on the Corporate Governance Section of the Company website (www.unicreditgroup.eu).
2019 Group Incentive System
The Shareholders' Meeting has approved the introduction of the 2019 Group Incentive System which, as required by national and international regulatory requirements, stipulates that the allocation of an incentive in cash and/or in free UniCredit ordinary shares - is to be granted, subject to the achievement of specific performance conditions at Group, Country/Division and individual level - over a multi-year period to a select group of UniCredit Group employees.
2019 Group Compensation Policy
The Shareholders' Meeting approved the 2019 Group Compensation Policy, which defines the principles and standards which UniCredit applies in designing, implementing and monitoring the Group compensation practices, plans and systems. The Group Compensation Policy also includes the Annual Compensation Report, which provides a description of compensation practices adopted by UniCredit and the implementation of Group incentive systems.
Group Termination Payments Policy
The Shareholders' Meeting also approved the update of another Policy, which defines the criteria for setting the compensation potentially awarded in case of early termination of employment or office, thereby including the limits for such remuneration also in terms of years of fixed compensation and the maximum amount that may be granted.
Authorisation to purchase and dispose of treasury shares
The Shareholders' Meeting authorized the Board of Directors to purchase and dispose of a maximum number of UniCredit ordinary shares to be carried out within 18 (eighteen) months from the date of today's resolution in order to initiate the procedure aimed at obtaining the delisting of the UniCredit shares from the trading on the Warsaw Stock Exchange (so called "delisting"). The purchases must be carried out at a price no lower than the implied nominal value of the ordinary shares of UniCredit and no higher than 5% more than the closing price on the WSE at the day prior to the announcement of the tender offer aimed at obtaining the delisting.
Extraordinary Part
Granting the Board of Directors, under the provisions of Article 2443 of the Italian Civil Code, delegation to carry out a free capital increase in order to complete the 2018 and 2019 Group incentive systems
The Shareholders' Meeting gave the Board of Directors, according to Section 2443 of the Italian Civil Code, approving the consequent amendments to the UniCredit Articles of Association, the authority to:
- carry out a free capital increase in 2024, as allowed by Article 2349 of the Italian Civil Code, for a maximum amount of Euro 7,344,935 corresponding to up to 800,000 ordinary shares, to be granted to 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 order to complete the execution of the 2018 Incentive System
- on one or more occasions for a maximum period of five years from the date of shareholders' resolution - to carry out a free capital increase, as allowed by Article 2349 of the Italian Civil Code, for a maximum amount of Euro 131,453,966 corresponding to up to 14,000,000 ordinary shares, to be granted to 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 2019 Incentive System approved by today's Ordinary Meeting.
Amendments to clause n° 6 of the Articles of Association
The Shareholders' Meeting has approved the proposal to to amend the clause 6 of the Articles of the Association necessary to make it consistent with the actual state of implementation of previous incentive plans as well, through:
- the elimination of paragraph 1 (regarding the 2005 stock option plan, which ceased to have any effect in 2018);
- the elimination of paragraph 3 (regarding the 2008 stock option plan, which ceased to have any effect in 2018);
- the amendment of paragraphs 4, 5 and 6, in relation to the depletion of the 2005 and 2008 Stock Option Plans and the consequent elimination of paragraphs 1 and 3;
- the elimination of paragraph 7 (regarding the 2012 Group Incentive System, which ceased to have any effect in 2017);
- the elimination of paragraph 8 (regarding the 2013 Group Incentive System, which ceased to have any effect in 2018);
- subsequent renumbering of the paragraphs 2, 4, 5, 6, 9, 10, 11, 12, 13, 14, 15 and 16 (the latter related to the 2019 Group Incentive System, subject to today's Annual General Meeting approval), respectively in 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12;