Shareholders' Meeting
You may consult the documents relating to the ORDINARY SHAREHOLDERS’ MEETING OF UNIPOL GRUPPO S.p.A. of 29 APRIL 2021 in this section.
Documents
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Directors’ Reports and proposals on the items of the agenda of the Ordinary Shareholders’ Meeting of 29 April 2021
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Unipol Gruppo S.p.A. - 2020 Draft Annual Report
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Unipol Gruppo S.p.A. - 2020 Integrated Consolidated Financial Statements
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Report on corporate governance and ownership structures for the 2020 financial year
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Proxy/sub-proxy form for the Designated Representative for the Ordinary Shareholders’ Meeting
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Proxy form for the exclusive Designated Representative for the Ordinary Shareholders’ Meeting
Notices
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Synthetic Notice convening of Ordinary Shareholders' Meeting 2021
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Full Notice convening of Ordinary Shareholders' Meeting 2021
Minutes
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Minutes of the Ordinary and Extraordinary Shareholders' Meeting of 30 April 2020 (Italian Version Only)
Documents
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Synthetic account of the votes ex art. 125-quater TUF - Ordinary and Extraordinary Shareholders' Meeting (Italian version only)
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Risposte alle domande pervenute prima dell’Assemblea ex art. 127-ter del TUF (Italian version only)
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Proxy/sub-proxy form for the Designated Representative for the Ordinary and Extraordinary Shareholders’ Meeting
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Proxy form for the exclusive Designated Representative for the Ordinary and Extraordinary Shareholders’ Meeting
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Proposta di candidatura alla carica di consigliere di amministrazione (Italian Version only)
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Directors’ Reports and proposals of the Ordinary and Extraordinary Meeting of 30 April 2020
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Report on corporate governance and ownership structures for the 2019 financial year
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Unipol Gruppo S.p.A. - 2019 Integrated Consolidated Financial Statements
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Unipol Gruppo S.p.A. - 2019 Annual Report
Notices
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Synthetic Notice convening of Ordinary and Extraordinary Shareholders' Meeting 2020
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Full Notice convening of Ordinary and Extraordinary Shareholders' Meeting 2020
Minutes
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Minutes of the Ordinary and Extraordinary Shareholders' Meeting of 18 April 2019 (Italian version only)
Documents
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Synthetic account of the votes ex art. 125-quater TUF - Ordinary and Extraordinary Shareholders' Meeting (Italian version only)
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Unipol Group Shareholders' Meeting Presentation (Italian version only)
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Proxy Form for the Designated Representative for the Ordinary and Extraordinary Shareholders' Meetings
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Lista 2 per la nomina del Collegio Sindacale, presentata da alcune società di gestione del risparmio e da investitori istituzionali (Italian Version Only)
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Lista 2 per la nomina del Consiglio di Amministrazione, presentata da alcune società di gestione del risparmio e da investitori istituzionali (Italian Version Only)
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Lista 1 per la nomina del Collegio Sindacale, presentata dai soci aderenti al patto parasociale, rilevante ai sensi dell’art. 122 del D.Lgs. n. 58/1998 (Italian Version Only)
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Lista 1 per la nomina del Consiglio di Amministrazione, presentata dai soci aderenti al patto parasociale, rilevante ai sensi dell’art. 122 del D.Lgs. n. 58/1998 (Italian Version Only)
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Directors’ Reports and proposals on the items N. 5 of the agenda of the Ordinary and Extraordinary Meeting of 18 April 2019
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Report on corporate governance and ownership structures for the 2018 financial year
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Directors’ Reports and proposals on the items N. 1, 4, 6 and 7 of the agenda of the Ordinary and Extraordinary Meeting of 18 April 2019
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Directors Reports and proposals on the items N. 2 and 3 on the agenda of the Ordinary and Extraordinary Meeting of 18 April 2019
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General Proxy Form for the Ordinary and Extraordinary Shareholders' Meeting 2019
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Unipol Gruppo S.p.A. - 2018 Integrated Consolidated Financial Statements
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Unipol Gruppo S.p.A. - 2018 Annual Report
Notices
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Dividend Payment Financial Year 2018
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Full notice convening of Ordinary and Extraordinary Shareholders' Meeting 2019
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Synthetic notice convening of Ordinary and Extraordinary Shareholders' Meeting 2019
Documents
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Synthetic account of the votes ex art. 125-quater TUF - Ordinary Shareholders' Meeting (Italian version only)
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Report on corporate governance and share ownership for the 2017 financial year
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Directors Reports and proposals on the agenda of the Ordinary Meeting of 24 April 2018
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General Proxy Form for the Ordinary Shareholders' Meeting 2018
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Proxy Form for the Designated Representative for the Ordinary Shareholders' Meetings 2018
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Unipol Gruppo S.p.A. - 2017 Integrated Consolidated Financial Statements
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Unipol Gruppo S.p.A. - 2017 Annual Report
Minutes
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Minutes of the Ordinary Shareholders' Meeting of 24 April 2018 (Italian version only)
Notices
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Synthetic notice convening of Ordinary Shareholders' Meeting 2018
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Full notice convening of Ordinary Shareholders' Meeting 2018
Minutes
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Minutes of the Ordinary and Extraordinary Shareholders' Meeting of 28 April 2017 (Italian version only)
Documents
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Synthetic account of the votes ex art. 125-quater TUF - Ordinary and Extraordinary Shareholders' Meeting (Italian version only)
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Report on corporate governance and share ownership for the 2016 financial year
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Directors Reports and proposals on the items of the agenda of the Ordinary and Extraordinary Meeting of 28 April 2017
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Proxy Form for the Designated Representative for the Ordinary and Extraordinary Shareholders' Meetings 2017
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General Proxy Form for the Ordinary and Extraordinary Shareholders' Meeting 2017
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Unipol Gruppo Finanziario S.p.A. - 2016 Annual Report
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Unipol Gruppo Finanziario S.p.A. - 2016 Integrated Consolidated Financial Statements
Notices
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Unipol Group: notice dividend payment financial year 2016
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28 April 2017 - Full notice convening of Ordinary and Extraordinary Shareholders' Meeting
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28 April 2017 - Synthetic notice convening of Ordinary and Extraordinary Shareholders' Meeting
Minutes
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Minutes of the Ordinary Shareholders' Meeting (Italian version only)
Documents
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Synthetic account of the votes ex art. 125-quater TUF - Ordinary Shareholders' Meeting (Italian version only)
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Rules of procedures
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Press Release 28 April 2016 - Ordinary Shareholders' Meeting
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List 1 for the appointment of the Board of Directors, deposited by the shareholder Finsoe S.p.A. (Italian version only)
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List 1 for the appointment of the Board of Statutory Auditors, deposited by the shareholder Finsoe S.p.A. (Italian version only)
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List 2 for the appointment of the Board of Directors, deposited by certain asset management companies and institutional investors (Italian version only)
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List 2 for the appointment of the Board of Statutory Auditors, deposited by certain asset management companies and institutional investors (Italian version only)
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Directors Reports and proposals on the items No. 1, 4, 5, 6 and 7 on the agenda of the Ordinary Meeting
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Directors Reports and proposals on the items No. 2 and 3 on the agenda of the Ordinary Meeting
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Unipol Gruppo Finanziario S.p.A. - 2015 Consolidated Financial Statements
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Unipol Gruppo Finanziario S.p.A. - 2015 Annual Report
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Report on Corporate Governance and share ownership for the 2015 financial year
Notices
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Notice of dividend payment financial year 2015
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17 March 2016 - Synthetic notice convening of Ordinary Shareholders' Meeting
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17 March 2016 - Full notice convening of Ordinary Shareholders' Meeting
Minutes
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2015 Shareholders' Meeting minutes (Italian version only)
Documents
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Synthetic account of the votes ex art. 125-quater TUF - Ordinary Shareholders' Meeting
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Presentation Shareholder's Meeting
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Press release 20 April 2015 - Shareholders' Meeting documentation deposited
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Relazioni degli Amministratori sulle proposte di deliberazione all’Assemblea Ordinaria degli Azionisti del 18 giugno 2015: Punti 1, 2 e 4 (Italian version only)
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Relazione degli Amministratori sulla proposta di deliberazione all’Assemblea Ordinaria degli Azionisti del 18 giugno 2015: Punto 3 (Italian version only)
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Report on corporate governance and share ownership for the 2014 financial year
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Unipol Gruppo Finanziario S.p.A. - 2014 Consolidated Financial Statements
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Unipol Gruppo Finanziario S.p.A. - 2014 Annual Report
Notices
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19 June 2015 - Notice of dividend payment financial year 2014
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8 May 2015 - Full notice convening of Ordinary Shareholders' Meeting
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8 May 2015 - Synthetic notice convening of Ordinary Shareholders' Meeting
Minutes
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Minutes of the Preferred Shareholders' Special Meeting (Italian version only)
Documents
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Press release 25 March 2015 - Publication of the minutes of the Shareholders' Meetings
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Synthetic account of the votes ex art. 125-quater TUF - The preferred Shareholders' Special Meeting (Italian version only)
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Press Release 26 February 2015 - The preferred shareholders' special Meeting approves the mandatory conversion of the preferred shares into UGF common shares
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Report of the Common Representative of the holders of Preferred Shares (Italian version only)
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Press Release 30 December 2014 - Shareholders Meeting documentation deposited
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Press Release 1 December 2014- Proposal of mandatory conversion of Preferred Shares into Ordinary Shares of Unipol Gruppo Finanziario S.p.A. - Calling of the extraordinary shareholders’ Meeting and of the special Meeting of the holders of preferred shares
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Report on Special Shareholders' Meeting
Notices
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5 December 2014 - Notice to the holders of preference shares of Unipol Gruppo Finanziario S.p.A.
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2 December 2014 - Synthetic notice convening of Special Shareholders' Meeting
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1 December 2014 - Notice convening of Special Shareholders' Meeting
Minutes
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Minutes of the Ordinary and Extraordinary Shareholders' Meeting (Italian version only)
Documents
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Press release 25 March 2015 - Publication of the minutes of the Shareholders' Meetings
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Synthetic account of the votes ex art. 125-quater TUF - Ordinary and Extraordinary Shareholders' Meeting (Italian version on
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Press release 25 February 2015 - The extraordinary shareholders' Meeting approves the mandatory conversion of the preferred shares into UGF common shares
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Press release 11 February 2015 - Shareholders' Meeting documentation deposited
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Integration of the Report on Shareholders' Meeting - Ordinary part (Italian version only)
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Press Release 1 December 2014- Proposal of mandatory conversion of Preferred Shares into Ordinary Shares of Unipol Gruppo Finanziario S.p.A. - Calling of the extraordinary shareholders’ meeting and of the special meeting of the holders of preferred shares
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Report on Shareholders' Meeting - Ordinary part (Italian version only)
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Report on Shareholders' Meeting - Extraordinary part
Notices
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5 December 2014 - Notice to the holders of preference shares of Unipol Gruppo Finanziario S.p.A
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2 December 2014 - Synthetic notice convening of Special Shareholders' Meeting
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1 December 2014 - Notice convening of Special Shareholders' Meeting
Minutes
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Summary of resolution of the 2014 Ordinary Shareholders' Meeting (Italian version only)
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Summary of resolution of the 2014 Special Shareholders' Meeting (Italian version only)
Documents
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Synthetic account of the votes ex art. 125-quater TUF - Special Shareholders' Meeting (Italian version only)
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Synthetic account of the votes ex art. 125-quater TUF - Ordinary Shareholders' Meeting (Italian version only)
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Press Release 8 April 2014 - Documents for the Shareholders' Meeting
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Report on Ordinary Shareholders' Meeting - 30 April 2014 (Italian version only)
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Report on Special Shareholders' Meeting - 28-29-30 April 2014 (Italian version only)
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Unipol Gruppo Finanziario S.p.A. - 2013 Consolidated Financial Statements
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Unipol Gruppo Finanziario S.p.A. - 2013 Annual Report
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2013 Annual Report on Corporate Governance (Italian version only)
Notices
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14 May 2014 - Notice of dividend payment financial year 2013
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17 April 2014 - Notice convening Shareholders' Special Meeting
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29 March 2014 - Notice convening of Ordinary and Special Shareholders' Meeting - full
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29 March 2014 - Notice convening of Ordinary and Special Shareholders' Meeting - synthetic
Minutes
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2013 Shareholders' Meeting minutes (Italian version only)
Documents
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Synthetic account of the votes ex art. 125-quater TUF (Italian version only)
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General Shareholders' Meeting - Presentation 2012 Consolidated Results
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Press Release 9 April 2013 - Shareholders' Meeting - Lists of nominations for the Board of Directors and Board of Statutory Auditors published
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List for the post of the Board of Statutory Auditors Member (Italian version only)
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List for the post of the Board of Directors Member (Italian version only)
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Press Release 8 April 2013 - Documents for the Shareholders' Meeting
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Press Release 6 April 2013 - Shareholders' Meeting - Lists of candidates for the Board of Statutory Auditors
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Press Release 28 MArch 2013 - Documents for the Shareholders' Meeting
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Report on Ordinary Shareholders' Meeting - Part 2-3
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Report on Ordinary Shareholders' Meeting - Part 1-4-5-6
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Annual Report on Corporate Governance for Financial Year 2012 (Italian version only)
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2012 Consolidated Financial Statements
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2012 Annual Report
Notices
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22 March 2013 - Synthetic Notice Newspaper (Italian version only)
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22 March 2013 - Notice convening of Ordinary Shareholders' Meeting
Minutes
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2012 Shareholders' Meeting minutes (Italian version only)
Documents
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Synthetic account of the votes ex art. 125-quater TUF (Italian version only)
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Shareholders' Meeting - 2011 Consolidated Results Presentation
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Report on Ordinary Shareholders' Meeting
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2011 Consolidated Financial Statements
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2011 Annual Report on Corporate Governance
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2011 Annual Report
Notices
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21 April 2012 - Notice on Shareholders' Meeting
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28 March 2012 - Notice convening Ordinary Shareholders' Meeting
Minutes
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Ordinary and Extraordinary Shareholders' Meetings minutes (Italian version only)
Documents
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Press Release 19 March 2012 - Unipol Gruppo Finanziario S.p.A. - Ordinary and Extraordinary Shareholders' Meeting
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Presentation of Consolidated Results as at 31 December 2012
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Synthetic account of the votes ex art. 125-quater TUF (Italian version only)
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Report for the Shareholders’ Meeting - Ordinary Part
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Report for the Shareholders' Meeting - Extraordinary Part
Notices
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18 February 2012 - Notice convening of Ordinary and Extraordinary Shareholders' Meeting
Minutes
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2011 Special Shareholders Meeting minutes (Italian version only)
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2011 Shareholders Meeting minutes - Annexes (Italian version only)
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2011 Shareholders' Meeting minutes (Italian version only)
Documents
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Proxy form and Voting instructions
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Rules for Ordinary and Extraordinary Shareholders'meetings
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Rules of procedure
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Navale Assicurazioni - Financial statements
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Navale Assicurazioni - Draft budget (italian version only)
Notices
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Notice of Ordinary and Extraordinary shareholders' meeting
Minutes
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2010 Shareholders' Meeting minutes (Italian version only)
Documents
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Attached - Part 1 (italian version only)
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Attached - Part 2 (italian version only)
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Statutory Auditors list
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Directors List (italian version only)
Notices
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25 March 2010 - Notice convening Ordinary Shareholders' Meeting
Minutes
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2009 Shareholders' Meeting minutes (Italian version only)
Documents
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Ordinary Meeting Minutes Attachments (italian version only)
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Curriculum vitae Pier Luigi Celli
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Report on Ordinary Shareholders' Meeting
Minutes
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2008 Shareholders' Meeting minutes (Italian version only)
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2008 Special Shareholders' Meeting minutes (italian version only)
Documents
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Summary of resolutions passed by the Ordinary Shareholders’ Meeting held on 24 April 2008 – second call
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Summary of resolutions passed by the Ordinary Shareholders’ Meeting held on 24 April 2008
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Informative document - Stock granting (italian version only)
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Relazione degli Amministratori sulle proposte di deliberazione all’Assemblea Ordinaria degli Azionisti (italian version only)
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Relazione degli amministratori - art.73 (italian version only)
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Relazione degli Amministratori sulle proposte di deliberazione all’Assemblea Speciale degli Azionisti (italian version only)
Documents
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Relazione modifiche statutarie (italian version only)
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Proposte nomina Collegio sindacale - Finsoe S.p.A. (italian version only)
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Proposte nomina C.d.A.- Finsoe S.p.A. (italian version only)
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Relazione degli Amministratori sulle proposte di deliberazione all’Assemblea degli Azionisti (italian version only)
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Relazione acqusto azioni proprie - Parte ordinaria (italian version only)
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Relazione Piano di incentivazione - Parte ordinaria (italian version only)
Minutes
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2006 Ordinary Shareholders Meeting minutes (Italian version only)
Documents
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Proposta nomina Amministratori - Assemblea Ordinaria degli azionisti (italian version only)
Notices
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Avviso - Gazzetta Ufficiale (italian version only)
Documents
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Relazione degli amministratori sulle proposte di deliberazione - Art 3 (italian version only)
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Relazione degli amministratori - Art.72 (italian version only)
Documents
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Relazione degli Amministratori sulle proposte di deliberazione all’Assemblea Speciale degli Azionisti - Art 3 (italian version only)
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Relazione degli amministratori - Art.72 e 73 (italian version only)
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Relazione degli Amministratori sulle proposte di deliberazione all’Assemblea degli Azionisti (italian version only)
ORDINARY SHAREHOLDERS' MEETING - 29 APRIL 2021
Set for Shareholders' Meeting at 29 April 2021
Set for Shareholders' Meeting at 29 April 2021
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 +051 7096713, 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 20 April 2021.
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 20 April 2021 (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 27 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 9 April 2021 (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
In addition to the foregoing, 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 are asked to submit them in advance, by 13 April 2021.
These proposals, subject to ensuring that they are pertinent to the items on the agenda, will be published on the Company’s website by 14 April 2021 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 3, paragraph 6 of Law Decree 31 December 2020 n. 183, converted with amendments into the Law 26 February 2021 n. 21 (the "Milleproroghe Decree"), 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 27 April 2021. 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.
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 +39 051 7096713, 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 27 April 2021 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 Shareholders’ Meeting
GUIDED PROCEDURE
The proxy for the Ordinary Shareholders’ Meeting may be given to the Designated Representative by 12:00 of 28 April 2021 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.
As permitted by the above-mentioned Law Decree "Milleproroghe", 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 Shareholders’ Meeting
The 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 28 April 2021, using one of the mechanisms indicated on the form.
The proxy will only be valid for the resolutions proposed to the Shareholders’ Meeting for which the proxy giver gave voting instructions through the aforementioned form.
The proxy and voting instructions may be revoked by the above-mentioned deadline of 28 April 2021 using the same mechanisms that were used to give them.
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, 716,696,877 ordinary shares have voting rights, excluding treasury stock and those held by subsidiaries.
As of today’s date, Unipol Gruppo holds a total of 776,631 ordinary treasury shares (equal to approximately 0,108% of the share capital), of which 396,806 indirectly through the subsidiaries: UnipolSai Assicurazioni S.p.A. (236,496), Compagnia Assicuratrice Linear S.p.A. (14,743), Arca Vita S.p.A. (8,350), Alfaevolution Technology (1,736), Gruppo UNA S.p.A. (4,512), Leithà S.r.l. (13,559), SIAT S.p.A. (48,356), UniSalute S.p.A. (36,893), UnipolSai Servizi Consortili S.c.r.l. (32,161).