Ordinary Shareholders' Meeting 1st October 2021
Set for Shareholders' Meeting at 1st October 2021
Set for Shareholders' Meeting at 1st October 2021
Right to submit 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 General Meeting, by sending a registered letter addressed to Unipol Group S.p.A. - Shareholders’ Office - 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 22 September 2021.
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, effective until 22 September 2021 (record date), to segreteriagenerale@pec.unipol.it.
If Shareholders have requested their depositary intermediary to issue the notification of entitlement to attend the General 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 General Meeting will be answered at the latest by 29 September 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 17 August 2021 (i.e. the tenth day following publication of the notice of General 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 General 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, TUF.
Requests must be formulated in writing by registered letter with r/r and addressed to UnipolSai Assicurazioni S.p.A. - Shareholders’ Office - Via Stalingrado 37, 40128 Bologna, or by e-mail to the certified e-mail address: segreteriagenerale@pec.unipol.it, to be received by the Company by the above deadline, and must be accompanied by a report on the proposed items to be discussed or on the additional proposals. The certification of ownership of the shares held by the requesting Shareholders and of the equity stake 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 General 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 an item 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 General Meetings may exclusively take place through the Designated Representative, anyone who is entitled to attend the General Meeting and wishes to formulate proposed resolutions on the items on the agenda are kindly requested to submit them in advance by 15 September 2021. Such proposals, if relevant, will be published on the Company’s Internet site by 16 September in order to enable those entitled to voting rights to cast their vote consciously 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 General Meeting and must give powers to the Designated Representative to attend the General 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. 105 of 23 July 2021, entitled parties will be permitted to attend the General 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 “TUF”), as specified below.
Parties entitled to voting rights who wish to attend the General Meeting must give the appropriate powers to the Designated Representative containing voting instructions on the items on the agenda. Powers may be given to the Designated Representative by the end of the second trading day preceding the date of the General Meeting, i.e. by 29 September 2021. Powers will only be effective for proposals in relation to which voting instructions have been given.
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 TUF. The Designated Representative will be available for clarifications or information at tel. +39 011 0923200 or at the e-mail address sedeto@computershare.it.
Shareholders holding shares deposited with the Company may participate in the General Meeting exclusively 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.
Voting procedures by mail or by electronic means will not be permitted for this General Meeting.
Powers and voting instructions may be revoked by the above deadline of 29 September 2021 according to the same procedures provided for the granting thereof.
The proxy form for granting powers to the Designated Representative is available in a downloadable and printable version in the following section:
Proxy form for granting exclusive powers to the Delegated Representative at the General Meeting
GUIDED PROCEDURE
Powers may also be given to the Designated Representative at the General Meeting, by 12:00 pm of 30 September 2021, by using the appropriate Web application prepared and managed by Computershare S.p.A., using the wizard of the proxy form to grant powers to the Designated Representative.
Proxy form guided procedure to grant powers to the Designated Representative at the General Meeting
The same Designated Representative may also be given powers and/or sub-powers pursuant to Article 135-novies of the TUF, notwithstanding Article 135-undecies, paragraph 4, of the same TUF, using the downloadable form below.
Proxy/sub-proxy form to grant powers to the Designated Representative at the General Meeting
The proxy form containing voting instructions, together with documentation proving signatory powers, must be received no later than 12.00 pm on 30 September 2021 at Computershare S.p.A., Via Nizza 262/73, 10126 Turin, using one of the alternative methods specified on the form.
Powers will only take effect for resolutions proposed to the General Meeting for which the delegating party has given voting instructions using the above form.
Powers and voting instructions may be revoked by the above deadline of 30 September 2021 according to the same procedures provided for the granting thereof.
Information on share capital
The Company’s share capital amounts to €3,365,292,408.03, divided into 717,473,508 Common Shares with no par value. On the same date, 716,767,974 Common Shares, i.e. excluding treasury shares and shares held by subsidiaries, will have voting rights.
At the date hereof, Unipol Gruppo holds 705,534 common treasury shares in total (representing approximately 0.098% of the share capital), of which 354,271 indirectly held through subsidiaries: UnipolSai Assicurazioni S.p.A. (210,138), 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), UnipolSai Servizi Consortili S.c.r.l. (16,668), UnipolRental S.p.A. (31,966) and UnipolAssistance S.c.r.l. (4,039).