Shareholders' Meeting
You may consult the documents relating to the SHAREHOLDERS’ MEETING OF UNIPOL GRUPPO S.p.A. in this section.
Minutes
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Minutes of the Ordinary Shareholders' Meeting of 28 April 2022 (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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Answers to questions received before the Shareholders' Meeting pursuant to art. 127-ter of the TUF (Italian version only)
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Directors’ Reports and proposals on the items of the agenda of the Ordinary Shareholders’ Meeting of April 28, 2022
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List of candidates for the office of director presented by the shareholders adhering to the Shareholders' Agreement, relating to the Unipol shares (List n. 1)
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List of candidates for the office of director presented by some asset management companies and institutional investors (List n. 2)
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List of candidates for the office of statutory auditor presented by the shareholders adhering to the Shareholders' Agreement, relating to the Unipol shares (List n. 1)
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List of candidates for the office of statutory auditor presented by some asset management companies and institutional investors (List n. 2)
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Proposal to determine the remuneration of the Board of Directors and the Board of Statutory Auditors for the years 2022, 2023 and 2024, presented by the shareholders adhering to the Shareholders' Agreement, relating to the Unipol shares
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Annual report on corporate governance and ownership structures for the 2021 financial year
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2021 Integrated Consolidated Financial Statements - Unipol Gruppo S.p.A.
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2021 Unipol Gruppo Annual Report
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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
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Advice for Shareholders on the size and qualitative composition of the Board of Directors for the 2022-2024 three-year period
Notices
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Full Notice convening of Ordinary Shareholders' Meeting 2022
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Synthetic Notice convening of Ordinary Shareholders' Meeting 2022
Minutes
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Minutes of the Ordinary Shareholders' Meeting of 1st October 2021 (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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Answers to questions received before the Shareholders' Meeting pursuant to art. 127-ter of the TUF (Italian version only)
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Directors’ Report and proposals on the item of the agenda of the Ordinary Shareholders’ Meeting of 1st October 2021
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Proxy form for the exclusive Designated Representative for the Ordinary Shareholders’ Meeting
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Proxy/sub-proxy form for the 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
Notices
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Notice of dividend payment financial year 2021
Minutes
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Minutes of the Ordinary Shareholders' Meeting of 29 April 2021 (Italian version only)
Notices
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Notice of dividend payment financial year 2020
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Synthetic Notice convening of Ordinary Shareholders' Meeting 2021
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Full Notice convening of Ordinary Shareholders' Meeting 2021
Documents
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Unipol Gruppo S.p.A. - 2020 Annual Report
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Synthetic account of the votes ex art. 125-quater TUF - Ordinary Shareholders' Meeting (Italian version only)
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Answers to questions received before the Shareholders' Meeting pursuant to art. 127-ter of the TUF (Italian version only)
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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 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
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 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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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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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 Annual Report
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Unipol Gruppo Finanziario S.p.A. - 2015 Consolidated Financial Statements
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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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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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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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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 - Synthetic notice convening of Ordinary Shareholders' Meeting
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8 May 2015 - Full notice convening of Ordinary 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 - Extraordinary part
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Report on Shareholders' Meeting - Ordinary part (Italian version only)
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 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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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 Special Shareholders' Meeting - 28-29-30 April 2014 (Italian version only)
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Report on Ordinary Shareholders' Meeting - 30 April 2014 (Italian version only)
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2013 Annual Report on Corporate Governance (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
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 - synthetic
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29 March 2014 - Notice convening of Ordinary and Special Shareholders' Meeting - full
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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List for the post of the Board of Directors Member (Italian version only)
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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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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 1-4-5-6
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Report on Ordinary Shareholders' Meeting - Part 2-3
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2012 Annual Report
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Annual Report on Corporate Governance for Financial Year 2012 (Italian version only)
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2012 Consolidated Financial Statements
Notices
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22 March 2013 - Notice convening of Ordinary Shareholders' Meeting
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22 March 2013 - Synthetic Notice Newspaper (Italian version only)
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 Annual Report
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2011 Consolidated Financial Statements
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2011 Annual Report on Corporate Governance
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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Synthetic account of the votes ex art. 125-quater TUF (Italian version only)
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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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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 - 28 APRIL 2022
Set for Shareholders' Meeting at 28 April 2022
Set for Shareholders' Meeting at 28 April 2022
Right to ask questions before the shareholders' meeting
Pursuant to Article 127-ter of Legislative Decree No. 58/98 (Testo Unico della Finanza, TUF, i.e. Consolidated Law on Finance), parties entitled to voting rights may ask questions on the items on the agenda, including before the Shareholders’ Meeting, by sending a registered letter addressed to Unipol Group S.p.A. – Ufficio Soci - Via Stalingrado 37, 40128 Bologna, or submitting the request by fax to no. 051 7096713, or e-mail to the certified e-mail address segreteriagenerale@pec.unipol.it, or, finally, by filling in the appropriate Form in this section of the Company’s Internet site. Requests must be received by the record date, i.e. by 19 April 2022.
Consideration will be exclusively given to questions received by the Company that are strictly relevant to the items on the agenda.
Applicants must send their personal details (name and surname or company name in case of legal entities or corporations, place and date of birth and Italian tax identification code) and the appropriate documentation proving entitlement to exercising voting rights issued by their intermediary, valid through 19 April 2022 (record date), to segreteriagenerale@pec.unipol.it.
If Shareholders have already requested their depositary intermediary to issue the notification of entitlement to attend the Shareholders’ Meeting, it will be sufficient to include details of such notification issued by the intermediary, or at least the name of the intermediary, in the request.
Questions received before the Shareholders’ Meeting will be answered at the latest by 26 April through publication on the Company’s Internet site, with the option for the Company to provide one answer to questions having a similar content.
Right to make additions to the agenda and submit proposal 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 No. 58/98 (“TUF”), any Shareholders who, individually or collectively represent one-fortieth of the share capital may, by 27 March 2022 (i.e. the tenth day following publication of the notice of Shareholders’ Meeting), request additions to be made to the agenda, specifying the additional items being proposed in their request, or submitting proposed resolutions on an item already on the agenda. Additions are not allowed for items on which the Shareholders’ Meeting should pass a resolution according to legislation on the Directors’ proposal or in accordance with a project or report prepared by the Directors other than those referred to in Article 125-ter, paragraph 1, of the Italian Consolidated Law on Finance.
Requests must be made in writing by registered letter with r/r and addressed to UnipolSai Assicurazioni S.p.A. - Ufficio Soci - Via Stalingrado 37, 40128 Bologna, or sent to the certified e-mail address: segreteriagenerale@pec.unipol.it. The certification of ownership of the shares held by the requesting Shareholders and of the equity share required to request additions to be made to the agenda must be proven by a specific notification submitted by the depositary intermediary, effective at the date of the request, addressed to segreteriagenerale@pec.unipol.it.
Notice of any additions to the agenda will be given in the same manner as required by law for the notice of the Shareholders’ Meeting within the terms provided for by applicable legislation.
Shareholders requesting additions to be made to the Agenda must prepare a report that sets forth the reason for the proposed resolution on a new item that they propose to discuss or the reason for the additional resolution proposal on any items already on the agenda: the above report must be sent to the Board of Directors by the deadline for submitting the request for additions to the agenda.
Right to submit proposed resolutions individually prior to the Shareholders’ Meeting
In addition to the above, given that attendance at Shareholders’ Meetings may exclusively take place through the Designated Representative, anyone who is entitled to attend the Shareholders’ Meeting and wishes to formulate proposed resolutions on the items on the agenda are kindly requested to submit them in advance by 12 April 2022. Such proposals, if relevant, will be published on the Company’s Internet site by 13 April in order to enable those entitled to voting rights to cast their vote knowingly by also taking into account such new proposals and allowing the Designated Representative to collect voting instructions on the same or other items, if any. Applicants must provide appropriate documentation proving their entitlement to attend the Shareholders’ Meeting and must give powers to the Designated Representative to attend the Shareholders’ Meeting.
Procedure for taking part and voting by proxy
In consideration of the emergency linked to the Covid-19 epidemic and for the pursuit of maximum protection of the health of Shareholders and of the Company’s corporate officers, employees and consultants, as permitted by Article 106, paragraph 4, of Law Decree No. 18/2020, converted with amendments by Law No. 27/2020, as most recently amended by Law-Decree No. 228 of 30 December 2021, enacted with amendments as Law No. 15 of 25 February 2022, entitled parties will be permitted to attend the Shareholders’ Meeting, without gaining access to the venue thereof, solely by giving powers to the Designated Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998 (“Designated Representative” and “Consolidated Law on Finance”), as specified below.
The Company has chosen Computershare S.p.A. with Offices in Turin, Via Nizza 262/73, as the Designated Representative pursuant to Article 135-undecies of the Italian Consolidated Law on Finance. The Designated Representative will be available for clarifications or information at tel. +39 011 0923200 or at the e-mail address sedeto@computershare.it.
Voting procedures by mail or by electronic means will not be permitted for this Shareholders’ Meeting.
1. Granting of powers under Article 135-undecies of the Italian Consolidated Law on Finance
As a result of the foregoing, any parties entitled to voting rights who wish to attend the Shareholders’ Meeting must give the appropriate powers to the Designated Representative, pursuant to Article 135-undecies of the Italian Consolidated Law on Finance, containing voting instructions on the items on the agenda. Powers may be given to Designated Representative by the end of the second trading day preceding the date of the Shareholders’ Meeting, i.e. by 26 April 2022. Powers will only be effective for proposals in relation to which voting instructions have been given.
Also shareholders holding shares deposited with the Company may exclusively participate in the Shareholders’ Meeting through the Designated Representative by sending notice to the certified e-mail address segreteriagenerale@pec.unipol.it, by sending a fax to +39 051 7096713, or by calling +39 055 5095308.
Powers and voting instructions may be revoked by the above deadline of 26 April 2022 according to the same procedures provided for the granting thereof.
The proxy form for granting powers as described above to the Designated Representative is available in a downloadable and printable version in this section, (see “Proxy form to grant exclusive powers to the Delegated Representative at the Ordinary Shareholders’ Meeting“).
Such powers will only be effective for resolutions proposed to the Shareholders’ Meeting for which the delegating party has given voting instructions using the above form.
2. Guided procedure for granting powers under Article 135-undecies of the Italian Consolidated Law on Finance
Powers under Article 135-undecies of the Italian Consolidated Law on Finance may also be given to the Designated Representative at the Shareholders’ Meeting by 12:00 pm of 27 April 2022 in the event that the appropriate web application prepared and managed by Computershare S.p.A. is used by accessing the proxy form web wizard to grant powers to the Designated Representative (see “Proxy form web wizard to grant powers to the Designated Representative at the Ordinary Shareholders’ Meeting”).
It is understood that such powers will only be effective for resolutions proposed to the Shareholders’ Meeting for which the delegating party has given voting instructions using the above web wizard.
Powers and voting instructions issued under Article 135-undecies of the Italian Consolidated Law on Finance using the web wizard may be revoked by the above deadline of 27 April 2022 according to the same procedure as the one laid down for the granting thereof.
3. Granting of powers under Article 135-novies of the Italian Consolidated Law on Finance
The same Designated Representative may also be given powers and/or sub-powers pursuant to Article 135-novies of the Italian Consolidated Law on Finance, notwithstanding Article 135-undecies, paragraph 4, of the same Italian Consolidated Law on Finance, using the form may be downloaded from “Proxy/sub-proxy form to grant powers to the Designated Representative at the Ordinary Shareholders’ Meeting”.
The proxy and/or sub-proxy form issued under Article 135-novies of the Italian Consolidated Law on Finance containing the relevant voting instructions, together with documentation proving signatory powers, must be received no later than 12.00 pm on 27 April 2022 at Computershare S.p.A., Via Nizza 262/73, 10126 Turin, using one of the alternative methods specified in the form.
Powers will only take effect for resolutions proposed to the Shareholders’ Meeting for which the delegating party has given voting instructions using the above form. Powers and voting instructions issued under Article 135-novies of the Italian Consolidated Law on Finance may be revoked by the above deadline of 27 April 2022 according to the same procedure as the one laid down for the granting thereof.
Appointment of the Board of Directors
For the purpose of appointing the Board of Directors, it should be noted that Article 10 of the Articles of Association provides for a list voting system, suitable for making sure that a Director is elected by minority interests, as set forth in applicable legislation.
While making reference to the Articles of Association and to the Directors’ Report to the Shareholders’ Meeting for any matters not specified herein, it should be noted that entitled parties should submit their lists within the terms, according to the procedures and with the limits set out in the aforementioned Article 10 of the Articles of Association and in CONSOB Executive Resolution No. 60 of 28 January 2022, laying down the minimum equity share required for submitting lists. The lists containing the candidates’ names will be filed at the Company’s registered office in Bologna, Via Stalingrado 45, or sent to the certified e-mail address segreteriagenerale@pec.unipol.it, at least twenty-five days before the date set for the Shareholders’ Meeting (i.e. by 3 April 2022) by Shareholders who, alone or together with other Shareholders contributing to the submission of that list, are able to document that, altogether, they hold at least 1% of the company’s share capital with voting rights at the Ordinary Shareholders’ Meeting. Certification of their equity share must be proven by the appropriate notifications submitted by their share depositary intermediaries, valid through 3 April 2022, also sent after the filing of the lists, and in any case by 7 April 2022, to the certified e-mail address segreteriagenerale@pec.unipol.it.
Pursuant to the combined provisions of the aforementioned Article 10 of the Articles of Association and applicable regulatory provisions, Shareholders who wish to proceed with the submission of a list will, simultaneously and attached to each list, file:
i) statements to the effect that the individual candidates accept their candidacy and, under their responsibility, certify that there are no grounds for ineligibility and incompatibility in their regard and that they meet the requirements for holding office;
ii) the curricula vitae of each candidate showing their personal characteristics and professional experience and an attestation of their suitability to qualify as independent, if appropriate;
iii) any additional information required by law and regulations, as will be specified in the notice calling the Shareholders’ Meeting.
Lists submitted without observing the above provisions will be considered as not submitted.
Shareholders who submit a “minority list” will also be the recipients of the recommendations formulated by CONSOB in Notification No. DEM / 9017893 of 26 February 2009. In particular, Shareholders who wish to submit a “minority list” will file a statement, to be attached to the list, to the effect that they are not directly or indirectly related, pursuant to Article 147-ter, third paragraph, of the Italian Consolidated Law on Finance and Article 144-quinquies of the Issuers ‘Regulations, to any Shareholders who are parties to the Shareholders’ Agreement, relevant pursuant to Article 122 of the Italian Consolidated Law on Finance, which is binding on some Unipol shareholders.
Finally, it should be noted that the Board of Directors will be renewed in compliance with regulations on gender balance pursuant to Article 147-ter, paragraph 1-ter, of the Italian Consolidated Law on Finance, according to the procedures set out in Article 10 of the Articles of Association and in accordance with the contents of the Directors’ Report to the Shareholders’ Meeting.
Appointment of the Board of Statutory Auditors
For the purpose of appointing the Board of Statutory Auditors, it should be noted that Article 17 of the Articles of Association provides for a list voting system, suitable for making sure that one standing member and one alternate member of the Board of Statutory Auditors are elected by minority interests and that the Chairmanship of the Board of Statutory Auditors is held by the standing member elected by minority interests.
While making reference to the Articles of Association and to the Directors’ Report to the Shareholders’ Meeting for any matters not specified herein, it should be noted that entitled parties should submit their lists within the terms, according to the procedures and with the limits set out in the aforementioned Article 24 of the Articles of Association and in CONSOB Executive Resolution No. 60 of 28 January 2022, laying down the minimum equity share required for submitting lists. The lists containing the candidates’ names will be filed at the Company’s registered office in Bologna, Via Stalingrado 45, or sent to the certified e-mail address segreteriagenerale@pec.unipol.it, at least twenty-five days before the date set for the Shareholders’ Meeting (i.e. by 3 April 2022) by Shareholders who, alone or together with other Shareholders contributing to the submission of that list, are able to document that, altogether, they hold at least 1% of the company’s share capital with voting rights at the Ordinary Shareholders’ Meeting. Certification of their equity share must be proven by the appropriate notifications submitted by their share depositary intermediaries, valid through 3 April 2022, also sent after the filing of the lists, and in any case by 7 April 2022, to the certified e-mail address segreteriagenerale@pec.unipol.it. Please be reminded that, if only one list is submitted or only lists submitted by Shareholders who are related to each other pursuant to Article 144-quinquies of the Issuers’ Regulations issued by CONSOB are submitted by the deadline for filing the lists, shareholders will be permitted to submit lists until the third day following that term (i.e. 6 April 2022); in this case, the threshold for submitting the list will be reduced to 0.50% of the share capital with voting rights.
Pursuant to the combined provisions of the aforementioned Article 17 of the Articles of Association and applicable regulatory provisions, Shareholders who wish to proceed with the submission of a list will, simultaneously and attached to each list, file:
i) statements to the effect that the individual candidates accept their candidacy and, under their responsibility, certify that there are no grounds for ineligibility and incompatibility in their regard and that they meet the requirements under applicable legislation for holding their respective offices, including compliance with the limits on the maximum number of offices that are allowed to be held, as laid down in applicable laws and regulations;
ii) the curricula vitae of each candidate giving a detailed description of their personal characteristics and professional experience;
iii) any additional information required by law and regulations, as specified in the notice calling the Shareholders’ Meeting.
Shareholders who submit a “minority list” will also be the recipients of the recommendations formulated by CONSOB in Notification No. DEM / 9017893 of 26 February 2009. In particular, Shareholders who wish to submit a “minority list” will file a statement, to be attached to the list, to the effect that they are not directly or indirectly related, pursuant to Article 144-quinquies of the Issuers’ Regulations, to any Shareholders who are parties to the Shareholders’ Agreement, relevant pursuant to Article 122 of the Italian Consolidated Law on Finance, which is binding on some Unipol shareholders.
Finally, it should be noted that the Board of Statutory Auditors will be renewed in compliance with regulations on gender balance pursuant to Article 148, paragraph 1-bis, of the Italian Consolidated Law on Finance, according to the procedures set out in Article 17 of the Articles of Association and in accordance with the contents of the Directors’ Report to the Shareholders’ Meeting.
Information on the company’s Share Capital
At the date hereof, the Company’s share capital amounted to €3,365,292,408.03, divided into 717,473,508 Common Shares with no par value. On the same date, 715,494,210 Common Shares, i.e. excluding treasury shares and shares held by subsidiaries, will have voting rights.
At the date hereof, Unipol holds 1,979,289 common treasury shares in total (representing approximately 0.276% of the share capital), of which 896,248 shares indirectly held through the following subsidiaries: UnipolSai (1,068,783), Compagnia Assicuratrice Linear S.p.A. (14,743), Arca Vita S.p.A. (5,703), Leithà S.r.l. (10,728), SIAT S.p.A. (33,535), Unisalute S.p.A. (26,751), UnipolRental S.p.A. (31,966) and UnipolAssistance S.c.r.l. (4,039).