Shareholders' Meeting

You may consult the documents relating to the SHAREHOLDERS’ MEETING OF UNIPOL GRUPPO S.p.A. in this section.

2022
ORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2022

Minutes

Documents

Notices

2021
ORDINARY SHAREHOLDERS' MEETING - 1st OCTOBER 2021

Minutes

Documents

Notices

ORDINARY SHAREHOLDERS' MEETING - 1° OCTOBER 2021

Notices

ORDINARY SHAREHOLDERS' MEETING - 29 APRIL 2021

Minutes

Notices

Documents

2020
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 30 APRIL 2020

Minutes

Documents

Notices

2019
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 18 APRIL 2019

Minutes

Documents

Notices

2018
ORDINARY SHAREHOLDERS' MEETING - 24 APRIL 2018

Documents

Minutes

Notices

2017
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2017

Minutes

Documents

Notices

2016
ORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2016

Minutes

Documents

Notices

2015
ORDINARY SHAREHOLDERS' MEETING - 18 JUNE 2015

Minutes

Documents

Notices

SPECIAL SHAREHOLDERS' MEETING - 26 FEBRUARY 2015

Minutes

Documents

Notices

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING -25 FEBRUARY 2015

Minutes

Documents

Notices

2014
SHAREHOLDERS' MEETING - 30 APRIL 2014

Minutes

Documents

Notices

2013
SHAREHOLDERS' MEETING - 30 APRIL 2013

Minutes

Documents

Notices

2012
SHAREHOLDERS' MEETING - 27-30 APRIL 2012

Minutes

Documents

Notices

SHAREHOLDERS' MEETING - 19 MARCH 2012

Minutes

Documents

Notices

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

Minutes

Documents

Notices

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

Minutes

Documents

Notices

2009
ORDINARY SHAREHOLDERS' MEETING - 22 APRIL 2009

Minutes

Documents

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

Minutes

Documents

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

Documents

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

Minutes

Documents

Notices

2005
EXTRAORDINARY SHAREHOLDERS 'MEETING 28 - 29 AUGUST 2005

Documents

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

Documents

ORDINARY 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).