Shareholders' Meetings

The Shareholders’ Meeting is convened by the Board of Directors by means of a notice published in the manners and on the terms provided for by the law, and must include information on the date, time and place of the meeting and the items on the agenda.

The Ordinary Shareholders’ Meeting must be convened at least once a year for the approval of the accounts, within 120 days or, in instances permitted by law, 180 days of the end of the financial year.

The Company has long since adopted Rules of Procedure to cover the orderly and effective conduct of Ordinary and Extraordinary Shareholders’ Meetings. The Rules of Procedure, approved by a Shareholders’ Meeting, specifically govern the procedures for and the maximum length of contributions, the voting processes, the powers of the Chair to keep order in the Shareholders’ Meetings, in order to ensure that those who are entitled to participate in the work of such Shareholders’ Meetings may actively do so, whilst at the same time ensuring an orderly and effective process.

2019
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 18 APRIL 2019

Minutes

Documents

Notices

2018
ORDINARY SHAREHOLDERS' MEETING - 24 APRIL 2018

Documents

Minutes

Notices

2017
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2017

Minutes

Documents

Notices

2016
ORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2016

Minutes

Documents

Notices

2015
ORDINARY SHAREHOLDERS' MEETING - 18 JUNE 2015

Minutes

Documents

Notices

SPECIAL SHAREHOLDERS' MEETING - 26 FEBRUARY 2015

Minutes

Documents

Notices

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING -25 FEBRUARY 2015

Minutes

Documents

Notices

2014
SHAREHOLDERS' MEETING - 30 APRIL 2014

Minutes

Documents

Notices

2013
SHAREHOLDERS' MEETING - 30 APRIL 2013

Minutes

Documents

Notices

2012
SHAREHOLDERS' MEETING - 27-30 APRIL 2012

Minutes

Documents

Notices

SHAREHOLDERS' MEETING - 19 MARCH 2012

Minutes

Documents

Notices

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

Minutes

Documents

Notices

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

Minutes

Documents

Notices

2009
ORDINARY SHAREHOLDERS' MEETING - 22 APRIL 2009

Minutes

Documents

2008
ORDINARY AND SPECIAL SHAREHOLDERS 'MEETING 23-24 APRIL 2008

Minutes

Documents

2007
ORDINARY SHAREHOLDERS 'MEETING 23-24-27 APRIL 2007

Documents

2006
ORDINARY SHAREHOLDERS 'MEETING 29 APRIL 2007 - 3 MAY 2006

Minutes

Documents

Notices

2005
EXTRAORDINARY SHAREHOLDERS 'MEETING 28 - 29 AUGUST 2005

Documents

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

Documents

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 18 APRIL 2019

Right to submit questions before the Shareholders’ Meeting 

In accordance with Article 127-ter of Legislative Decree 58/1998 (Italian Consolidated Law on Finance), anyone with the right to vote may submit questions on the items on the agenda even before the Shareholders’ Meetings takes place, by sending a registered letter to Unipol Gruppo S.p.A. – Shareholders' Office – Via Stalingrado 37, 40128 Bologna, faxing +39 055 4792006, e-mailing segreteriagenerale@pec.unipol.it or completing the relevant Form in this section of the website.

Only questions received by the Company strictly relevant to the items on the agenda will be considered, and must be received within the third day prior to the date fixed for the Shareholders’ Meeting, i.e. by 15 April 2019.

Questioners must provide their personal details (surname and first name or business name in the case of an organization or company, date and place of birth and tax number) and must request that the custodian issue a specific declaration to the company attesting to the ownership of the shares held by the questioner by e-mail to segreteriagenerale@pec.unipol.it, effective until 9 April 2019 (record date).

Should the shareholder have asked his custodian intermediary to state that he is legally entitled to take part in the Meeting, the request will simply need to show either the references on that notice that the custodian intermediary may have stated or at least the name of the custodian intermediary concerned. After it has been confirmed that the questions are relevant and that the questioner is legally entitled to take part, questions received before the Shareholders' Meeting take place will be answered during the Meeting at the latest. The Company may give composite answers to questions on the same topic.

Right to add items to the agenda 

In accordance with Article 126-bis of Legislative Decree 58/1998 (Italian Consolidated Law on Finance) the shareholders who, individually or jointly, represent one fortieth of the share capital, may, by 17 March 2019 (the tenth day after the notice of the Shareholders' Meeting is published) ask for additional items to be placed on the agenda, indicating in their request the additional items proposed, or submit motions on items already on the agenda. No items may be added to the agenda that deal with matters on which the Meeting votes, in accordance with the law, on motions submitted by the directors nor based on a project or a report provided by them other than those referred to in Article 125-ter of the Italian Consolidated Law on Finance.

Requests must be submitted in writing by registered letter addressed to Unipol Gruppo S.p.A. – Shareholders' Office – Via Stalingrado 37, 40128 Bologna, or be sent by certified e-mail to segreteriagenerale@pec.unipol.it, to reach the Company by the deadline stated above and be accompanied by a report on the matters proposed for deliberation or on the additional motions.

Certification of ownership of the shares belonging to Shareholders making such requests and of the size of the shareholding required in order to propose additions to the agenda must be specifically sent by the custodian intermediary to segreteriagenerale@pec.unipol.it and must be effective on the date of the request.
In accordance with current legislation, any additional items for the agenda must be notified in the same ways as those legally required for the convocation of Meetings.

Shareholders who request additional items for the agenda must provide reasons for the motions on the new items they are submitting for discussion or reasons for the additional motions submitted on items already on the Agenda. A list of these reasons must be sent to the Board of Directors by the deadline for submitting additional items.

Procedure for taking part and voting by proxy  

Anyone legitimately entitled to take part in the Shareholders' Meeting may, by completing the general proxy form available in this section of the company website, arrange to be represented by a proxy according to law.

The proxy form must be sent to the person appointed and forwarded by him to the Company for registration. A copy may also be sent to the Company in advance using one of the following methods:

  • send to Unipol Gruppo S.p.A. – Shareholders' Office – Via Stalingrado 37, 40128 Bologna, 
  • by fax to +39 (0)55 4792006, 
  • by e-mail to segreteriagenerale@pec.unipol.it

Either the original or a copy must be sent to the Company; in the latter case the proxy must personally certify the identity of the shareholder granting the proxy and that the form is a true copy of the original.

In order to make it easier to check whether shareholders are entitled to take part in the Shareholders' Meeting and whether and to what extent their proxies are entitled to represent them legally or voluntarily, the documentation concerned, or a copy of it, may be sent by post in advance of the date of call to the registered office for the attention of the Shareholders' Office, or by fax (+39 055 4792006) if advance notice is given by telephone (+39 055 4794308).

General Proxy Form for the Ordinary and Extraordinary Meeting

Proxy Form for the Designated Representative

In accordance with Article 135-undecies of Legislative Decree 58/1998 (Italian Consolidated Law on Finance), the company Computershare S.p.A. may also be appointed Designated Representative by the Company.

In this case the specific proxy form provided by the Designated Representative and made available on this website must be used, by agreement with the Company.

The original proxy documentation with voting instructions, along with documentation proving authorization to sign, must reach Computershare S.p.A., Via Nizza 262/73, 10126 Turin within the hours 24.00 of 16 April 2019, using one of the alternative procedures indicated on the form itself.
The proxy will be valid only for the motions put to the Shareholders' Meeting for which the appointer has given precise voting instructions on the aforementioned form.

The proxy and the voting instructions may be revoked by the aforementioned deadline of 16 April 2019 using the same procedures as those used to confer it.

The proxy for Ordinary and Extraordinary Shareholders' Meeting may also be granted to the designated representative using the specific web-based software produced and managed direct by Computershare S.p.A., by means of which the proxy form appointing the designated representative may be completed.

Guidance on completing the Proxy Form appointing the Designated Representative (Ordinary Shareholders' Meeting).

The proxy form for appointing the Designated Representative can also be downloaded and printed from this section of the Company's website.

Proxy Form for the Designated Representative for the Ordinary and Extraordinary Shareholders' Meeting

If, for technical reasons, proxy forms cannot be provided electronically, they can be obtained by telephoning +39 011 092 3200.

Shareholders whose shares are deposited with the Company may participate in the Meeting and appoint the Designated Representative as proxy by certified e-mailing segreteriagenerale@pec.unipol.it, faxing +39 055 4792006 092 3240 or telephoning +39 055 4794308.

Appointment of the Board of Directors

For the purpose of appointing the Board of Directors, this is to remind you that Article 10 of the company Bylaws provides for a slate voting system, which, as required by applicable legislation, makes it possible for a Director to be elected by minority interests. 

While reference should be made to the company Bylaws and to the Directors’ report to the General Meeting of Shareholders for all matters not specified herein, please be reminded that those entitled thereto may submit their slates within the terms, according to the procedures and restrictions referred to in the aforementioned Article 10 of the company Bylaws and C.O.N.S.O.B. Executive Resolution No. 13 of 24 January 2019 establishing the minimum percentage of shares necessary for the submission of slates. Slates containing the names of candidates must be submitted at the Company’s registered office in Bologna, Via Stalingrado 45, or sent to the certified e-mail address segreteriagenerale@pec.unipol.it, at least twenty-five days before the date set for the General Meeting (therefore, by 24 March 2019) by Shareholders who, alone or together with other Shareholders who participate in the submission of the same slate, prove to be the owners of at least 1% of the share capital with voting rights in the Ordinary General Meeting of Shareholders. The certified share must be shown in the appropriate notifications produced by the stock broker custodian, effective until 24 March 2019, and forwarded to the certified e-mail address segreteriagenerale@pec.unipol.it, including after the submission of slates, but in any case by 28 March 2019.

Pursuant to the combined provisions of the aforementioned Article 10 of the company Bylaws and applicable regulatory provisions, any Shareholders who wish to submit a slate must, simultaneously and enclosed with each slate, file:

i) statements to the effect that the individual candidates accept their nomination and, under their own responsibility, certify that they are not barred on grounds of ineligibility and incompatibility, and that they meet the requirements for their respective offices;
ii) Curriculum vitae of each candidate showing their personal and professional characteristics and statement to the effect that the same may qualify as independent.
iii) any additional information required by provisions of law and regulations, as will be specified in the notice of call of the General Meeting of Shareholders.

Slates submitted not in compliance with the above provisions will be considered as not submitted.

Shareholders submitting a “minority slate” will be the recipients of the recommendations given by C.O.N.S.O.B. in Notification No. DEM / 9017893 of 26 February 2009. In particular, any Shareholders wishing to submit a “minority slate” will, enclosed with the slate, file a statement certifying that they have no direct or indirect association with the Shareholder who holds the Company’s controlling stake, pursuant to Article 147-ter, third paragraph, of the Italian Law on Finance and Article 144-quinquies of the Issuers’ Regulation, with the majority Shareholder or with Shareholders who are members of the Shareholders’ Agreement, which is relevant in accordance with article 122 of the Consolidated Law on Finance, which links certain Unipol shareholders.

Lastly, it should be noted that the Board of Directors should be renewed in compliance with rules on gender balance enacted by Law No. 120 of 12 July 2011, according to the procedure laid down in Article 10 of the Company Bylaws and the contents of the Directors' report for the General Meeting.

Appointment of the Board of Statutory Auditors

For the purposes of the appointment of the Board of Statutory Auditors, please note that Article 24 of the By-Laws provides for a list voting mechanism, which allows, as required by current legislation, the election of a standing member and an alternate member of the Board of Statutory Auditors by the minority, and that the Chairmanship of the Board is entrusted to the standing member elected by the minority.

Referring to the By-laws and the Directors’ Report for the Shareholders’ Meeting for all matters not specified herein, please note that entitled Shareholders must submit lists within the terms and according to the procedures and limits referred to in the aforementioned Article 24 of the By-laws and in C.O.N.S.OB. Executive Resolution No. 13 of 24 January 2019, which established the minimum shareholding percentage required to submit lists. The lists containing the names of the candidates must be filed at the registered office of the Company in Bologna, Via Stalingrado 45, or sent to the certified email address segreteriagenerale@pec.unipol.it, at least twenty-five days prior to the date set for the Shareholders’ Meeting (and, therefore, by 24 March 2019), by Shareholders that, alone or together with other Shareholders contributing to the same list, document that they own a total of at least 1% of the share capital with voting rights at the Ordinary Shareholders’ Meeting. Certification of this shareholding must be proven by a specific notice from the custodian intermediary, effective until 24 March 2019, and sent to the certified email address  segreteriagenerale@pec.unipol.it even after the lists have been filed and, in any case, by 28 March 2019. Please note that, if at the deadline for the filing of lists only one list has been submitted, or only lists submitted by Shareholders connected pursuant to Article 144-quinquies of the CONSOB Issuers’ Regulation, additional lists may be submitted up to the third day after such deadline (and, therefore, by 27 March 2019); in this case, the minimum threshold for the filing of lists is reduced to 0.50% of the share capital with voting rights.

Shareholders submitting a “minority list” must also follow the guidelines issued by CONSOB in communication DEM/9017893 of 26 February 2009. In particular, Shareholders wishing to submit a “minority list” must file, together with the list, a declaration certifying the absence of connection, even indirect, with the majority Shareholder pursuant to Article 144-quinquies of the Issuers’ Regulation with the majority Shareholder or with Shareholders participating in the Shareholder Agreement, relevant under Article 122 of the Italian Law on Finance, which is binding on former shareholders of Finsoe S.p.A. and on the respective subsidiaries that were the beneficiaries of the demerger of the same Finsoe.

Finally, it should be noted that the renewal of the Board of Statutory Auditors must take place in accordance with the regulation on gender equality introduced by Law No. 120 of 12 July 2011, according to the procedure envisaged by Article 24 and Article 33 of the By-Laws.

Information on share capital

The share capital is €3,365,292,408.03 divided into 717,473,508 ordinary registered shares, with no face value.

Excluding treasury shares and those held by subsidiaries, 715,470,209 Ordinary Shares are entitled to vote as at the same date.

In the today's date the portfolio contains 2,003,299 ordinary treasury shares, of which 747.799 held directly and 1,255,500 indirectly through the subsidiaries UnipolSai Assicurazioni S.p.A. (1,189,999), Compagnia Assicuratrice Linear S.p.A. (14,743), Arca Assicurazioni S.p.A. (18,566), SIAT S.p.A. (19,576) and Finitalia S.p.A. (12,616).

How to reach Villa Cicogna

The entrance to Villa Cicogna is in Via Palazzetti 1N.

Villa Cicogna is approximately 1.5 km from the Bologna-San Lazzaro exit of the A14 motorway and from exit 13 (Casalecchio-San Lazzaro) of the ring road.

By Motorway:

  1. Take the Bologna S. Lazzaro/Tangenziale/Bologna Centro exit
  2. Join the ring road (Tangenziale)
  3. Take exit 13 towards Via Emilia/San Lazzaro di Savena
  4. At the roundabout take the first exit and enter Via Caselle
  5. At the roundabout take the fourth exit and stay in Via Caselle
  6. Continue along Via Paolo Poggi
  7. Turn left into Via Giovanni XXIII
  8. Bear left and enter Via Palazzetti

By Train:

  1. From the main station (Bologna Centrale) take the bus 17A to Piazza Maggiore, then the bus19 to via Kennedy – San Lazzaro di Savena

By Taxi:

  1. Ask for the hotel UNAWAY Bologna San Lazzaro and ask the driver to drop you off in via Palazzetti, immediately after the first roundabout in via Palazzetti

By Air:

  1. Take the shuttle to the main station (Bologna Centrale)
  2. From the main station (Bologna Centrale) take the bus 17A to Piazza Maggiore, then the bus 19 to via Kennedy – San Lazzaro di Savena