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Ordinary Shareholders' Meeting 2024

ORDINARY SHAREHOLDERS' MEETING - 24 APRIL 2024

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ORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2023

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Annual Reports

ORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2022

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ORDINARY SHAREHOLDERS' MEETING - 1st OCTOBER 2021

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ORDINARY SHAREHOLDERS' MEETING - 1° OCTOBER 2021

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ORDINARY SHAREHOLDERS' MEETING - 29 APRIL 2021

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ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 30 APRIL 2020

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ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 18 APRIL 2019

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ORDINARY SHAREHOLDERS' MEETING - 24 APRIL 2018

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ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2017

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ORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2016

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ORDINARY SHAREHOLDERS' MEETING - 18 JUNE 2015

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SPECIAL SHAREHOLDERS' MEETING - 26 FEBRUARY 2015

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ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING -25 FEBRUARY 2015

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SHAREHOLDERS' MEETING - 30 APRIL 2014

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SHAREHOLDERS' MEETING - 30 APRIL 2013

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SHAREHOLDERS' MEETING - 27-30 APRIL 2012

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SHAREHOLDERS' MEETING - 19 MARCH 2012

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

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

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ORDINARY SHAREHOLDERS' MEETING - 22 APRIL 2009

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ORDINARY AND SPECIAL SHAREHOLDERS 'MEETING 23-24 APRIL 2008

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ORDINARY SHAREHOLDERS 'MEETING 23-24-27 APRIL 2007

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ORDINARY SHAREHOLDERS 'MEETING 29 APRIL 2007 - 3 MAY 2006

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EXTRAORDINARY SHAREHOLDERS 'MEETING 28 - 29 AUGUST 2005

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

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Information for Shareholders

Set for Shareholders' Meeting at 24 April 2024

Set for Shareholders' Meeting at 24 April 2024

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 1° April 2024 (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. – Segreteria Societaria - 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 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. – Segreteria Societaria - 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 15 April 2025.

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 15 April 2024 (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 22 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 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 9 April 2024. Such proposals, if relevant, will be published on the Company’s Internet site by 10 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

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 and extended by Law-Decree No. 215 of 30 December 2023, enacted with amendments as Law No. 18 of 23 February 2024, 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 22 April 2024. 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 22 April 2024 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 23 April 2024 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 23 April 2024 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 23 April 2024 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 23 April 2024 according to the same procedure as the one laid down for the granting thereof.

Information on the company’s Share Capital and Voting Rights

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, 717,319,648 Common Shares, i.e. excluding treasury shares and shares held by subsidiaries, will have voting rights.

Each share has the right to one vote. In accordance with article 127-quinquies of the Consolidated Law on Finance and article 6 of the Articles of Association however, two votes are allocated to each share which has belonged to the same shareholder for a continuous period of not less than twenty-four months starting from the date of registration on the special list set up specifically for that purpose and held and updated by the Company as provided for under the corporate Articles of Association (known as “shares with increased voting rights”).

In accordance with article 85-bis, paragraph 4 of Consob Regulation no. 11971/1999 (the “Issuers’ Regulation”), Unipol will notify the public and Consob, by the day following the record date, of the total amount of voting rights, indicating the number of shares comprising the share capital.

For further information please refer to the Section dedicated to shares with increased voting rights, available at https://www.unipol.it/en/investors/shareholding-structure/increased-voting-rights, where, in accordance with the provisions of article 143-quater of the Issuers’ Regulation, the identifying data of the Shareholders who requested registration on the Special List is also published, indicating the respective shareholdings that exceed the threshold indicated by article 120, paragraph 2 of the Consolidated Law on Finance.

At the date hereof, Unipol holds 153,860 common treasury shares in total (representing approximately 0.021% of the share capital), of which 14,927sharesdirectly and 138,933 shares indirectly held through the following subsidiaries: UnipolSai (73,694), Compagnia Assicuratrice Linear S.p.A. (14,743), Arca Vita S.p.A. (747), Leithà S.r.l. (5,239), SIAT S.p.A. (20,138), UniSalute S.p.A. (16,525), UnipolRental S.p.A. (6,656) and UnipolAssistance S.c.r.l. (1,191).

Related documents

Shareholders' Meeting Regulation

Related links

Company's By-Laws