Ordinary Shareholders' Meeting 29 April 2021
Set for Shareholders' Meeting at 29 April 2021
Right to submit questions before the Shareholders’ Meeting
Pursuant to article 127-ter of Legislative Decree 58/98 (Consolidated Law on Finance), anyone who has the right to vote may submit questions on the items on the agenda, even before the Shareholders’ Meeting, by sending a registered letter to Unipol Gruppo S.p.A. – Ufficio Soci - Via Stalingrado 37, 40128 Bologna, or by fax to +051 7096713, or to by email to the certified email address: firstname.lastname@example.org, or by filling out a specific Form in this section of the Company’s website. The questions must be received by the record date, i.e. by 20 April 2021.
Consideration will only be given to questions that are strictly pertinent to the items on the agenda received by the Company.
The requesting party must provide their personal details (surname and name or business name in the case of an organisation or company, place and date of birth and tax identification number) and documentation proving the right to vote as issued by the intermediary, valid up to 20 April 2021 (record date) and addressed to email@example.com.
If a Shareholder has requested notification of its right to attend the Shareholders’ Meeting from its depository intermediary, it will be sufficient to include reference to said notice issued by the intermediary in the request or, at least, the name of the intermediary.
Questions received before the Shareholders’ Meeting will be answered at the latest by 27 April by publication on the Company’s website, with the option for the Company to provide a single answer to questions with similar content.
Right to make additions to the Agenda and submit proposals 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 58/98 (Consolidated Law on Finance), Shareholders who, including jointly, represent one fortieth of the share capital, by 9 April 2021 (within ten days from publication of the notice calling the Shareholders’ Meeting), may request the addition of items to the agenda, specifying the additional items proposed in their request or may submit resolution proposals on items already on the agenda. No additions shall be permitted for topics on which the Shareholders’ Meeting will decide, in accordance with the law, upon proposal by the Directors or on the basis of a project or report it has prepared, besides those described under article 125-ter, paragraph 1, of the Consolidated Law on Finance.
Requests must be made in writing with a registered letter with notice of receipt sent to Unipol Gruppo S.p.A. – Ufficio Soci - Via Stalingrado 37, 40128 Bologna, or by email to the certified email address firstname.lastname@example.org, to reach the Company by the deadline specified above, with a report attached on the matters proposed for discussion or the other proposals. Certification proving ownership of the shares held by the Shareholders making the request, and the shareholding required to request additions to the agenda must be provided in a specific notice issued by the depository intermediary, valid as of the date of the request, addressed to email@example.com.
Any additions to the agenda shall be notified in the same manner provided under the law for notices calling the Shareholders’ Meeting, in accordance with the terms required by prevailing law.
Shareholders requesting additions to the agenda of the Shareholders’ Meeting must prepare a report stating the reasons for the proposed resolutions on new items submitted for discussion or the reasons for additional proposed resolutions on items already on the agenda; said report must be sent to the Board of Directors within the deadline for submitting the request to add items to the agenda.
Right to submit proposed resolutions individually prior to the Shareholders’ Meeting
In addition to the foregoing, since the Shareholders’ Meeting can only be attended by the Designated Representative, parties entitled to attend the Shareholders’ Meeting who, including individually, wish to make proposed resolutions on the items on the agenda are asked to submit them in advance, by 13 April 2021.
These proposals, subject to ensuring that they are pertinent to the items on the agenda, will be published on the Company’s website by 14 April 2021 so that the parties entitled to vote can express themselves, on an informed basis, also taking account of the new proposals, and allow the Designated Representative to gather any voting instructions relating to them. The requesting party will have to provide documentation proving its right to attend the Shareholders’ Meeting and the issue of a proxy to the Designated Representative to attend the Shareholders’ Meeting.
Procedure for taking part and voting by proxy
Due to the emergency caused by the Covid-19 epidemic and in order to ensure maximum protection of the health of the Shareholders, the company representatives, the employees and consultants of the Company, as permitted under article 3, paragraph 6 of Law Decree 31 December 2020 n. 183, converted with amendments into the Law 26 February 2021 n. 21 (the "Milleproroghe Decree"), eligible parties may attend the Shareholders’ Meeting, without entering the place where it is to be held, exclusively by a proxy given to the designated representative in accordance with article 135-undecies of Legislative Decree no. 58 of 24 February 1998 (the “Designated Representative” and the “Consolidated Law on Finance”) using the mechanism described herein.
Persons with voting rights who intend to attend the Shareholders’ Meeting must give a proxy to the Designated Representative containing voting instructions on all or some of the items on the agenda. The proxy must be given to the Designated Representative by the end of the 2nd trading day before the date of the Shareholders’ Meeting, and therefore by 27 April 2021. The proxy will only be valid for the proposals in relation to which voting instructions were given.
The Company appointed Computershare S.p.A. with offices in Turin, Via Nizza 262/73, as the Designated Representative pursuant to article 135-undecies of the Consolidated Law on Finance. The Designated Representative will be available for clarifications or information at +39 011 0923226 or at the email address firstname.lastname@example.org.
Holders of shares deposited with the Company may attend the Shareholders’ Meeting exclusively through the Designated Representative, subject to communication sent to the certified email address email@example.com or by fax to +39 051 7096713, or by calling +39 055 4794308.
There will be no voting by correspondence or by electronic means for this Shareholders’ Meeting.
The proxy and voting instructions may be revoked by the above-mentioned deadline of 27 April 2021 using the same mechanisms that were used to give them.
The proxy form for the Designated Representative is available in the section described below, and can be downloaded and printed:
The proxy for the Ordinary Shareholders’ Meeting may be given to the Designated Representative by 12:00 of 28 April 2021 using the specific web application prepared and managed directly by Computershare S.p.A., through which the proxy form for the Designated Representative can be filled out with a guided procedure.
As permitted by the above-mentioned Law Decree "Milleproroghe", proxies and/or sub-proxies may also be given to said Designated Representative in accordance with article 135-novies of the Consolidated Law on Finance, as an exception to article 135-undecies, paragraph 4 of the Consolidated Law on Finance, using the following form that can be downloaded.
The proxy pursuant to article 135-novies of the Consolidated Law on Finance, with the voting instructions, along with the documentation providing the signing powers, must reach Computershare S.p.A., Via Nizza 262/73, 10126 Turin by 12.00 p.m. on 28 April 2021, using one of the mechanisms indicated on the form.
The proxy will only be valid for the resolutions proposed to the Shareholders’ Meeting for which the proxy giver gave voting instructions through the aforementioned form.
The proxy and voting instructions may be revoked by the above-mentioned deadline of 28 April 2021 using the same mechanisms that were used to give them.
Information on share capital
The share capital is €3,365,292,408.03, divided into 717,473,508 ordinary shares without par value. As at the same date, 716,696,877 ordinary shares have voting rights, excluding treasury stock and those held by subsidiaries.
As of today’s date, Unipol Gruppo holds a total of 776,631 ordinary treasury shares (equal to approximately 0,108% of the share capital), of which 396,806 indirectly through the subsidiaries: UnipolSai Assicurazioni S.p.A. (236,496), Compagnia Assicuratrice Linear S.p.A. (14,743), Arca Vita S.p.A. (8,350), Alfaevolution Technology (1,736), Gruppo UNA S.p.A. (4,512), Leithà S.r.l. (13,559), SIAT S.p.A. (48,356), UniSalute S.p.A. (36,893), UnipolSai Servizi Consortili S.c.r.l. (32,161).