Ordinary and Extraordinary shareholders' meeting

CorporateGovernance
Thursday, April 30, 2020 - 17:37

The ordinary session of the shareholders’ meeting of Unipol Gruppo S.p.A. (the “Shareholders’ Meeting” and “Unipol”) – held today with shareholders entitled to attend exclusively through Computershare S.p.A. as the representative designated in accordance with article 135-undecies of the Consolidated Law on Finance in order to comply with the Covid-19 epidemic containment measures as provided under applicable laws – approved the financial statements for the year ended on 31 December 2019, the content of which had already been reported to the market.

The Shareholders’ Meeting also approved the proposal to fully allocate the profit for the year to an extraordinary reserve.

The ordinary session of the Shareholders’ Meeting also:

  • appointed Mr Roberto Pittalis as a new director to replace Mr Francesco Berardini who died suddenly on 1 February last, approving the proposal submitted by shareholders who belong to a shareholder agreement to which a number of Unipol shareholders belong. The term of office of Mr Pittalis will end at the same time as the other directors currently in office, at the Shareholders’ Meeting to approve the 2021 financial statements;
  • approved both the first and second sections of the remuneration report prepared in accordance with article 123-ter of the Consolidated Law on Finance, which includes the Group remuneration policies pursuant to IVASS Regulation no. 38 of 3 July 2018;
  • authorised, for 18 months, subject to revoking the previous authorisation, the purchase and sale of treasury shares, in accordance with articles 2357 and 2357-ter of the Civil Code, and in compliance with the maximum spending limit of €300m, in accordance with the terms and conditions of the directors’ report drawn up for the Shareholders’ Meeting.

The extraordinary session of the Shareholders’ Meeting approved – in the text set out in the Directors’ Report for the Shareholders’ Meeting – the amendments of articles 4, 6, 9, 12 and 13 of the Articles of Association aimed at: (i) as a priority, introducing shares with increased voting rights pursuant to article 127-quinquies of the Consolidated Law on Finance in order to encourage medium-long terms investment in the Company by its shareholders; (ii) harmonising the provisions of the Articles of Association to bring them in line with the current structure of the Unipol Group, eliminating references to the Unipol Banking Group which no longer exists following the sale of the entire direct and indirect interest held in Unipol Banca S.p.A., and taking the opportunity to align the provisions of the articles of association with the current regulatory framework in terms of implementing supervisory provisions; (iii) simplifying the terms and mechanisms for calling meetings of the Board of Directors to improve its organisational flexibility and promptness of action.

Read the Press Release.