Raport bieżący nr 28/2020
Podstawa Prawna: Inne uregulowania
Today the Ordinary and Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held in Milan and has approved the following resolutions.
In accordance with the decision of the Board of Directors, communicated to the market on March 29, 2020, taken following the ECB recommendation of March 27, 2020, it is specified in advance that the Shareholders' Meeting has not resolved on the following items on the agenda,
- item no. 3, Ordinary Session "Distribution of a dividend from profit reserves";
- item no. 11, Ordinary Session "Authorisation to purchase treasury shares. Consequent and inherent resolutions";
- item no. 4, Extraordinary Session "Cancellation of treasury shares with no reduction of share capital; consequent amendment to clause 5 of the Articles of Association. Consequent and inherent resolutions".
Approval of the 2019 financial statements
The Shareholders' Meeting has approved, with the 98.88 per cent of the share capital present and entitled to vote, the Financial Statements of UniCredit S.p.A. as at December 31, 2019, accompanied by the Reports of the Board of Directors, the External Auditors and the Board of Statutory Auditors.
Allocation of the result of the year 2019
The Shareholders’ Meeting in reference to the decisions taken upon approval of the 2019 Financial Statement, resolved to cover the entire loss from the 2019 financial year through the use of the Share Premium Reserve for the amount of €555,260,165.28; the use of Share Premium reserve has been preventively authorized by the Supervisory Authority.
Elimination of so-called "negative reserves" for components not subject to change by means of their definitive coverage
The Shareholders’ Meeting approved the coverage of the negative reserves totaling €3,407,151,223.87 through use of i) Share Premium Reserve for the amount of €3,283,308,260.33, preventively authorized by the Supervisory Authority, to eliminate the negative reserve related to the repayment of Additional Tier 1 coupons and the negative reserve related to the first time adoption of the IFRS9 and ii) Statutory Reserve for the amount of €123,842,963.54 to eliminate the negative reserve arising from the payment of usufruct fees related to Cashes financial instruments.
Integration of the Board of Directors, once the number of Board members has been set
The Shareholders' Meeting has resolved to set in fourteen, as proposed by the Board of Directors, the number of Directors, and appointed two Directors to integrate said body by confirming Beatriz Lara Bartolomé and Diego De Giorgi, already co-opted on February 5, 2020, who will hold the office until the expiration of the current Board of Directors and, therefore, until the Shareholders’ Meeting called to approve the 2020 financial statements.
Lara Bartolomé and De Giorgi declared they are independent as per the Articles of Association of UniCredit and the Italian Corporate Governance Code for listed companies, and also pursuant to the Legislative Decree no. 58/1998.
The curriculum of the appointed Directors is available on the Corporate Governance section of the Company website (www.unicreditgroup.eu).
Appointment of the external auditor for the years 2022-2030 and determination of fees
The Shareholder’s Meeting, following the Board of Statutory Auditors’ proposal in accordance with current regulations, (European Regulation no. 537/2014, Legislative Decree no. 39/2010), conferred the statutory audit mandate to the auditing firm KPMG S.p.A. also determining the fees.
2020 Group Incentive System
The Shareholders' Meeting has approved the adoption of the 2020 Group Incentive System which, as required by national and international regulatory requirements, which provides for the allocation of an incentive in cash and/or in free UniCredit ordinary shares to be granted, subject to the achievement of specific performance conditions at Group, Country/Division and individual level - over a multi-year period to a selected group of UniCredit Group employees.
2020 Group Remuneration Policy
The Shareholders' Meeting approved the 2020 Group Remuneration Policy, which defines the principles and standards which UniCredit applies in designing, implementing and monitoring the Group compensation practices, plans and systems.
The Shareholders' Meeting approved, with an advisory vote, the Remuneration Report which provides all relevant Group compensation-related information on the remuneration policies, practices and outcomes.
2020-2023 Long-Term Incentive Plan (2020-2023 LTI Plan)
The Shareholders' Meeting approved the adoption of the 2020-2023 Long-Term Incentive Plan, which provides for the allocation of an incentive in UniCredit free ordinary shares to be granted, subject to the achievement of specific performance conditions linked to the 2020-2023 Multi-Year Plan, over a multiyear period to a selected group of UniCredit Group employees.
Granting the Board of Directors, under the provisions of Article 2443 of the Italian Civil Code, delegation to carry out a free capital increase in order to complete the 2019 and 2020 Group incentive systems
The Shareholders' Meeting gave the Board of Directors, according to Section 2443 of the Italian Civil Code, approving the consequent amendments to the UniCredit Articles of Association, the authority to:
- carry out a free capital increase in 2025, as allowed by Article 2349 of the Italian Civil Code, for a maximum amount of Euro 18,779,138 corresponding to up to 2,000,000 ordinary shares, to be granted to employees of UniCredit S.p.A. and of Group banks and companies, who hold positions of particular importance for the purposes of achieving the Group's overall objectives in order to complete the execution of the 2019 Incentive System approved by the Shareholders’ Meeting on April 11, 2019;
- on one or more occasions for a maximum period of five years from the date of shareholders' resolution - to carry out a free capital increase, as allowed by Article 2349 of the Italian Civil Code, for a maximum amount of Euro 123,146,209 corresponding to up to 13,100,000 ordinary shares, to be granted to employees of UniCredit S.p.A. and of Group banks and companies, who hold positions of particular importance for the purposes of achieving the Group's overall objectives in execution of the 2020 Incentive System approved by today's Ordinary Meeting.
Amendments to clause 6 of the Articles of Association
The Shareholders' Meeting has approved the proposal to amend the clause 6 of the Articles of the Association necessary to make it consistent with the actual state of implementation of previous incentive plans as well, through:
- the elimination of paragraph 1, 2, 3 and 4 (regarding the 2006 stock option plan, which ceased to have any effect in 2019);
- subsequent renumbering of the paragraphs 5, 6, 7, 8, 9, 10, 11, 12 (as integrated today by Annual General Meeting approval) and 13 (related to the 2020 Group Incentive System, subject to today’s Annual General Meeting approval), respectively in 1, 2, 3, 4, 5, 6, 7, 8 and 9.
We inform you that the minutes of the ordinary and extraordinary Shareholders' Meeting will be made available to the public within the terms of the law.
Milan, April 9th, 2020
Media Relations: Tel. +39 02 88623569; e-mail: MediaRelations@unicredit.eu
Investor Relations: Tel: +39 02 88621028; e-mail: InvestorRelations@unicredit.eu
|PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ|
|Data||Imię i Nazwisko||Stanowisko/Funkcja||Podpis|
|2020-04-09||Lorenzo Berneri||UniCredit Media Relations|