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.

2017
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2017

Minutes

Notices

Documents

2016
ORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2016

Notices

Minutes

Documents

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 - 28 APRIL 2017

Right to submit questions before the Shareholders’ Meeting 

In accordance with Article 127-ter of Legislative Decree 58/1998 (Italian Consolidated Law on Finance), anyone with the right to vote may submit questions on the items on the agenda even before the Shareholders’ Meetings takes place, by sending a registered letter to Unipol Gruppo Finanziario S.p.A. – Shareholders' Office – Via Stalingrado 37, 40128 Bologna, faxing +39 055 4792006, e-mailing segreteriagenerale@pec.unipol.it or completing the relevant Form in this section of the website.

Only questions received by the Company strictly relevant to the items on the agenda will be considered, and must be received within the third day prior to the date fixed for the Shareholders’ Meeting, i.e. by 25 April 2017.

Questioners must provide their personal details (surname and first name or business name in the case of an organization or company, date and place of birth and tax number) and must request that the custodian issue a specific declaration to the company attesting to the ownership of the shares held by the questioner by e-mail to segreteriagenerale@pec.unipol.it, effective until 19 April 2017 (record date).

Should the shareholder have asked his custodian intermediary to state that he is legally entitled to take part in the Meeting, the request will simply need to show either the references on that notice that the custodian intermediary may have stated or at least the name of the custodian intermediary concerned. After it has been confirmed that the questions are relevant and that the questioner is legally entitled to take part, questions received before the Shareholders' Meetings take place will be answered during the Meeting at the latest. The Company may give composite answers to questions on the same topic.

Right to add items to the agenda 

In accordance with Article 126-bis of Legislative Decree 58/1998 (Italian Consolidated Law on Finance) the shareholders who, individually or jointly, represent one fortieth of the share capital, may, by 6 April 2017 (the tenth day after the notice of the Shareholders' Meeting is published) ask for additional items to be placed on the agenda, indicating in their request the additional items proposed, or submit motions on items already on the agenda. No items may be added to the agenda that deal with matters on which the Meeting votes, in accordance with the law, on motions submitted by the directors nor based on a project or a report provided by them other than those referred to in Article 125-ter of the Italian Consolidated Law on Finance.

Requests must be submitted in writing by registered letter addressed to Unipol Gruppo Finanziario S.p.A. – Shareholders' Office – Via Stalingrado 37, 40128 Bologna, or be sent by certified e-mail to segreteriagenerale@pec.unipol.it, to reach the Company by the deadline stated above and be accompanied by a report on the matters proposed for deliberation or on the additional motions.

Certification of ownership of the shares belonging to Shareholders making such requests and of the size of the shareholding required in order to propose additions to the agenda must be specifically sent by the custodian intermediary to segreteriagenerale@pec.unipol.it and must be effective on the date of the request.
In accordance with current legislation, any additional items for the agenda must be notified in the same ways as those legally required for the convocation of meetings.

Shareholders who request additional items must provide reasons for the motions on the new items they are submitting for discussion or reasons for the additional motions submitted on items already on the Agenda. A list of these reasons must be sent to the Board of Directors by the deadline for submitting additional items.

Procedure for taking part and voting by proxy  

Anyone legitimately entitled to take part in the Shareholders' Meeting may, by completing the general proxy form available in this section of the company website, arrange to be represented by a proxy according to law.

The proxy form must be sent to the person appointed and forwarded by him to the Company for registration. A copy may also be sent to the Company in advance using one of the following methods:

  • send to Unipol Gruppo Finanziario S.p.A. – Shareholders' Office – Via Stalingrado 37, 40128 Bologna, 
  • by fax to +39 (0)55 4792006, 
  • by e-mail to segreteriagenerale@pec.unipol.it

Either the original or a copy must be sent to the Company; in the latter case the proxy must personally certify the identity of the shareholder granting the proxy and that the form is a true copy of the original.

In order to make it easier to check whether shareholders are entitled to take part in the Shareholders' Meeting and whether and to what extent their proxies are entitled to represent them legally or voluntarily, the documentation concerned, or a copy of it, may be sent by post in advance of the date of call to the registered office for the attention of the Shareholders' Office, or by fax (+39 055 4792006) if advance notice is given by telephone (+39 055 4794308).

General Proxy Form for the Ordinary and Extraordinary Meetings

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In accordance with Article 135-undecies of Legislative Decree 58/1998 (Italian Consolidated Law on Finance), the company Computershare S.p.A. may also be appointed Designated Representative by the Company.

In this case the specific proxy form provided by the Designated Representative and made available on this website must be used, by agreement with the Company.

The original proxy documentation with voting instructions, along with documentation proving authorization to sign, must reach Computershare S.p.A., Via Nizza 262/73, 10126 Turin within the term indicated on the form (26 April 2017), using one of the alternative procedures indicated on the form itself.
The proxy will be valid only for the motions put to the Shareholders' Meeting for which the appointer has given precise voting instructions on the aforementioned form.

The proxy and the voting instructions may be revoked by the aforementioned deadline using the same procedures as those used to confer it.

The proxy may also be granted to the designated representative using the specific web-based software produced and managed direct by Computershare S.p.A., by means of which the proxy form appointing the designated representative may be completed.

Guidance on completing the Proxy Form appointing the Designated Representative (Ordinary and Extraordinary Shareholders' Meeting)

The proxy form for appointing the Designated Representative can also be downloaded and printed from this section of the Company's website 

Proxy Form for the Designated Representative for the Ordinary and Extraordinary Shareholders' Meeting

If, for technical reasons, proxy forms cannot be provided electronically, they can be obtained by telephoning +39 011 092 3200.

Shareholders whose shares are deposited with the Company may participate in the Meeting and appoint the Designated Representative as proxy by e-mailing unipol@pecserviziotitoli.it, faxing +39 011 092 3240 or telephoning 800 763822.

Information on share capital

The share capital is €3,365,292,408.03 divided into 717,473,508 ordinary registered shares, with no face value.

As of today the portfolio contains 8,587,056 ordinary treasury shares, of which 4,760,207 held directly and 3,826,849 indirectly through the subsidiaries UnipolSai Assicurazioni S.p.A. (3,565,504), Unisalute S.p.A. (32,528), Compagnia Assicuratrice Linear S.p.A. (14,743), Arca Vita S.p.A. (42,092), Arca Assicurazioni S.p.A. (18,566), SIAT S.p.A. (n. 43,192), UnipolSai Servizi Consortili S.c.r.l. (n. 45,129), Popolare Vita S.p.A. (n. 54,864) and Auto Presto& Bene S.p.A. (n. 10,231).

How to reach Villa Cicogna

The entrance to Villa Cicogna is in Via Palazzetti 1N.

Villa Cicogna is approximately 1.5 km from the Bologna-San Lazzaro exit of the A14 motorway and from exit 13 (Casalecchio-San Lazzaro) of the ring road.

By Motorway:

  1. Take the Bologna S. Lazzaro/Tangenziale/Bologna Centro exit
  2. Join the ring road (Tangenziale)
  3. Take exit 13 towards Via Emilia/San Lazzaro di Savena
  4. At the roundabout take the first exit and enter Via Caselle
  5. At the roundabout take the fourth exit and stay in Via Caselle
  6. Continue along Via Paolo Poggi
  7. Turn left into Via Giovanni XXIII
  8. Bear left and enter Via Palazzetti

By Train:

  1. From the main station (Bologna Centrale) take the bus 17A to Piazza Maggiore, then the bus19 to via Kennedy – San Lazzaro di Savena

By Taxi:

  1. Ask for the hotel UNAWAY Bologna San Lazzaro and ask the driver to drop you off in via Palazzetti, immediately after the first roundabout in via Palazzetti

By Air:

  1. Take the shuttle to the main station (Bologna Centrale)
  2. From the main station (Bologna Centrale) take the bus 17A to Piazza Maggiore, then the bus 19 to via Kennedy – San Lazzaro di Savena