Shareholders' Meetings

The Shareholders’ Meeting is convened by the Board of Directors by means of a notice published in the manners and on the terms provided for by the law, and must include information on the date, time and place of the meeting and the items on the agenda.

The Ordinary Shareholders’ Meeting must be convened at least once a year for the approval of the accounts, within 120 days or, in instances permitted by law, 180 days of the end of the financial year.

The Company has long since adopted Rules of Procedure to cover the orderly and effective conduct of Ordinary and Extraordinary Shareholders’ Meetings. The Rules of Procedure, approved by a Shareholders’ Meeting, specifically govern the procedures for and the maximum length of contributions, the voting processes, the powers of the Chair to keep order in the Shareholders’ Meetings, in order to ensure that those who are entitled to participate in the work of such Shareholders’ Meetings may actively do so, whilst at the same time ensuring an orderly and effective process.

You may consult the documents relating to the ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF UNIPOL GRUPPO S.p.A. of 30 APRIL 2020 in this section.

2020
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 30 APRIL 2020

Documents

Notices

2019
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 18 APRIL 2019

Minutes

Documents

Notices

2018
ORDINARY SHAREHOLDERS' MEETING - 24 APRIL 2018

Documents

Minutes

Notices

2017
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2017

Minutes

Documents

Notices

2016
ORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2016

Minutes

Documents

Notices

2015
ORDINARY SHAREHOLDERS' MEETING - 18 JUNE 2015

Minutes

Documents

Notices

SPECIAL SHAREHOLDERS' MEETING - 26 FEBRUARY 2015

Minutes

Documents

Notices

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING -25 FEBRUARY 2015

Minutes

Documents

Notices

2014
SHAREHOLDERS' MEETING - 30 APRIL 2014

Minutes

Documents

Notices

2013
SHAREHOLDERS' MEETING - 30 APRIL 2013

Minutes

Documents

Notices

2012
SHAREHOLDERS' MEETING - 27-30 APRIL 2012

Minutes

Documents

Notices

SHAREHOLDERS' MEETING - 19 MARCH 2012

Minutes

Documents

Notices

2011
ORDINARY, EXTRAORDINARY AND SPECIAL SHAREHOLDERS' MEETING - 26-27-28 APRIL 2011

Minutes

Documents

Notices

2010
ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS - 27 - 28 - 29 APRIL 2010

Minutes

Documents

Notices

2009
ORDINARY SHAREHOLDERS' MEETING - 22 APRIL 2009

Minutes

Documents

2008
ORDINARY AND SPECIAL SHAREHOLDERS 'MEETING 23-24 APRIL 2008

Minutes

Documents

2007
ORDINARY SHAREHOLDERS 'MEETING 23-24-27 APRIL 2007

Documents

2006
ORDINARY SHAREHOLDERS 'MEETING 29 APRIL 2007 - 3 MAY 2006

Minutes

Documents

Notices

2005
EXTRAORDINARY SHAREHOLDERS 'MEETING 28 - 29 AUGUST 2005

Documents

ORDINARY, EXTRAORDINARY AND SPECIAL SHAREHOLDERS 'MEETING 27-28-29 APRIL 2005

Documents

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 30 APRIL 2020

Right to submit questions before the Shareholders’ Meeting 

Pursuant to article 127-ter of Legislative Decree 58/98 (Consolidated Law on Finance), anyone who has the right to vote may submit questions on the items on the agenda, even before the Shareholders’ Meeting, by sending a registered letter to Unipol Gruppo S.p.A. – Ufficio Soci - Via Stalingrado 37, 40128 Bologna, or by fax to +055 4792006, or to by email to the certified email address: segreteriagenerale@pec.unipol.it,  or by filling out a specific Form in this section of the Company’s website. The questions must be received by the record date, i.e. by 21 April 2020.

Consideration will only be given to questions that are strictly pertinent to the items on the agenda received by the Company.

The requesting party must provide their personal details (surname and name or business name in the case of an organisation or company, place and date of birth and tax identification number) and documentation proving the right to vote as issued by the  intermediary, valid up to 21 April 2020 (record date) and addressed to segreteriagenerale@pec.unipol.it.

If a Shareholder has requested notification of its right to attend the Shareholders’ Meeting from its depository intermediary, it will be sufficient to include reference to said notice issued by the intermediary in the request or, at least, the name of the intermediary.

Questions received before the Shareholders’ Meeting will be answered at the latest by 28 April by publication on the Company’s website, with the option for the Company to provide a single answer to questions with similar content.

Right to make additions to the Agenda and submit proposals on matters already on the Agenda pursuant to Article 126-BIS of the consolidated law on finance 

Pursuant to article 126-bis of Legislative Decree 58/98 (Consolidated Law on Finance), Shareholders who, including jointly, represent one fortieth of the share capital, by 7 April 2020 (within ten days from publication of the notice calling the Shareholders’ Meeting), may request the addition of items to the agenda, specifying the additional items proposed in their request or may submit resolution proposals on items already on the agenda. No additions shall be permitted for topics on which the Shareholders’ Meeting will decide, in accordance with the law, upon proposal by the Directors or on the basis of a project or report it has prepared, besides those described under article 125-ter, paragraph 1, of the Consolidated Law on Finance.

Requests must be made in writing with a registered letter with notice of receipt sent to Unipol Gruppo S.p.A. – Ufficio Soci - Via Stalingrado 37, 40128 Bologna, or by email to the certified email address segreteriagenerale@pec.unipol.it, to reach the Company by the deadline specified above, with a report attached on the matters proposed for discussion or the other proposals. Certification proving ownership of the shares held by the Shareholders making the request, and the shareholding required to request additions to the agenda must be provided in a specific notice issued by the depository intermediary, valid as of the date of the request, addressed to  segreteriagenerale@pec.unipol.it.

Any additions to the agenda shall be notified in the same manner provided under the law for notices calling the Shareholders’ Meeting, in accordance with the terms required by prevailing law.

Shareholders requesting additions to the agenda of the Shareholders’ Meeting must prepare a report stating the reasons for the proposed resolutions on new items submitted for discussion or the reasons for additional proposed resolutions on items already on the agenda; said report must be sent to the Board of Directors within the deadline for submitting the request to add items to the agenda.

Right to submit proposed resolutions individually prior to the Shareholders’ Meeting

Since the Shareholders’ Meeting can only be attended by the Designated Representative, parties entitled to attend the Shareholders’ Meeting who, including individually, wish to make proposed resolutions on the items on the agenda in accordance with article 126-bis, paragraph 1, second last sentence of Legislative Decree 58/98 (“Consolidated Law on Finance”) are asked to submit them in advance, by 14 April 2020.

These proposals, subject to ensuring that they are pertinent to the items on the agenda and compliant with applicable law, will be published on the Company’s website by 15 April 2020 so that the parties entitled to vote can express themselves, on an informed basis, also taking account of the new proposals, and allow the Designated Representative to gather any voting instructions relating to them. The requesting party will have to provide documentation proving its right to attend the Shareholders’ Meeting and the issue of a proxy to the Designated Representative to attend the Shareholders’ Meeting.

Procedure for taking part and voting by proxy  

Due to the emergency caused by the Covid-19 epidemic and in order to ensure maximum protection of the health of the Shareholders, the company representatives, the employees and consultants of the Company, as permitted under article 106, paragraph 4 of Law Decree no. 18 of 17 March 2020, eligible parties may attend the Shareholders’ Meeting, without entering the place where it is to be held, exclusively by a proxy given to the designated representative in accordance with article 135-undecies of Legislative Decree no. 58 of 24 February 1998 (the “Designated Representative” and the “Consolidated Law on Finance”) using the mechanism described herein.

Persons with voting rights who intend to attend the Shareholders’ Meeting must give a proxy to the Designated Representative containing voting instructions on all or some of the items on the agenda. The proxy must be given to the Designated Representative by the end of the 2nd trading day before the date of the Shareholders’ Meeting, and therefore by 28 April 2020. The proxy will only be valid for the proposals in relation to which voting instructions were given.

The Company appointed Computershare S.p.A. with offices in Turin, Via Nizza 262/73, as the Designated Representative pursuant to article 135-undecies of the Consolidated Law on Finance. The Designated Representative will be available for clarifications or information at +39 011 0923226 or at the email address sedeto@computershare.it.

As permitted by the above-mentioned article 106 of Law Decree no. 18 of 17 March 2020, proxies and/or sub-proxies may also be given to said Designated Representative in accordance with article 135-novies of the Consolidated Law on Finance, as an exception to article 135-undecies, paragraph 4 of the Consolidated Law on Finance, using the form available on the Company’s website within the deadline indicated.

Holders of shares deposited with the Company may attend the Shareholders’ Meeting exclusively through the Designated Representative, subject to communication sent to the certified email address segreteriagenerale@pec.unipol.it or by fax to +39 055 4792006, or by calling +39 055 4794308.

There will be no voting by correspondence or by electronic means for this Shareholders’ Meeting.

The proxy and voting instructions may be revoked by the above-mentioned deadline of 28 April 2020 using the same mechanisms that were used to give them.

The proxy form for the Designated Representative is available in the section described below, and can be downloaded and printed:

Proxy form for the exclusive Designated Representative for the Ordinary and Extraordinary Shareholders’ Meeting

GUIDED PROCEDURE

The proxy for the Ordinary and Extraordinary Shareholders’ Meeting may be given to the Designated Representative using the specific web application prepared and managed directly by Computershare S.p.A., through which the proxy form for the Designated Representative can be filled out with a guided procedure.

Guided procedure to fill out the proxy form for the Designated Representative at the Ordinary and Extraordinary Shareholders’ Meeting

As permitted by the above-mentioned Law Decree no. 18 of 17 March 2020, proxies and/or sub-proxies may also be given to said Designated Representative in accordance with article 135-novies of the Consolidated Law on Finance, as an exception to article 135-undecies, paragraph 4 of the Consolidated Law on Finance, using the following form that can be downloaded.

Proxy/sub-proxy form for the Designated Representative for the Ordinary and Extraordinary Shareholders’ Meeting

The proxy and/or sub-proxy, pursuant to article 135-novies of the Consolidated Law on Finance, with the voting instructions, along with the documentation providing the signing powers, must reach Computershare S.p.A., Via Nizza 262/73, 10126 Turin by 12.00 p.m. on 29 April 2020, using one of the mechanisms indicated on the form.

The proxy and/or sub-proxy will only be valid for the resolutions proposed to the Shareholders’ Meeting for which the proxy giver gave voting instructions.

The proxy and voting instructions may be revoked by the above-mentioned deadline of 29 April 2020 using the same mechanisms that were used to give them.

Holders of shares deposited with the Company may attend the Shareholders’ Meeting exclusively by giving a proxy to the Designated Representative using the mechanisms indicated above, subject to communication to be sent to the certified email address segreteriagenerale@pec.unipol.it, or by fax to +39 055 4792006 or by calling +39 055 4794308.

Information on share capital

The share capital is €3,365,292,408.03, divided into 717,473,508 ordinary shares without par value. As at the same date, 714,264,595 ordinary shares have voting rights, excluding treasury stock and those held by subsidiaries.

As of today’s date, Unipol holds a total of 3,208,913 ordinary treasury shares, of which 1,772,581 indirectly through the subsidiaries: UnipolSai Assicurazioni S.p.A. (1,540,221), Compagnia Assicuratrice Linear S.p.A. (14,743), Arca Vita S.p.A. (11,353), Arca Assicurazioni S.p.A. (18,566), SIAT S.p.A. (55,566), Unisalute S.p.A. (46,816), UnipolSai Servizi Consortili S.c.r.l. (48,490), Alfaevolution Technology S.p.A. (1,736), Gruppo UNA S.p.A. (18,454) and Leithà S.r.l. (16,636).