Shareholders' Meeting

You may consult the documents relating to the ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF UNIPOLSAI ASSICURAZIONI S.p.A. of 28 APRIL 2021 in this section.
2021
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 28 APRIL 2021

Minutes

Notices

Documents

2020
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 29 APRIL 2020

Minutes

ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING - 29 APRIL 2020

Notices

Documents

2019
ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING - 17 APRIL 2019

Minutes

Notices

Documents

2018
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 23 APRIL 2018

Minutes

Documents

Notices

2017
ORDINARY SHAREHOLDERS' MEETING - 27 APRIL 2017

Minutes

Documents

Notices

2016
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 27 APRIL 2016

Minutes

Documents

Notices

2015
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING -17 JUNE 2015

Minutes

Documents

Notices

SPECIAL MEETINGS OF HOLDERS OF CLASS B AND CLASS A SAVINGS SHARES - 27 JANUARY 2015​​

Minutes

Documents

Notices

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 26 JANUARY 2015

Minutes

Documents

Notices

SPECIAL MEETINGS OF HOLDERS OF CLASS A SAVINGS SHARES​​​

Minutes

Documents

Notices

2014
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING - 29 APRIL 2014

Minutes

Documents

Notices

2013
Ordinary Shareholders Meeting 26 - 29 April 2013

Documents

Notices

Class A Special Savings Shareholders Meeting March 23-25-26 2013

Documents

Ordinary Shareholders Meeting 13 - 14 March 2013

Notices

2012
Ordinary and extraordinary shareholders meeting October 29-30 2012

Notices

Notice of special shareholders meeting category B saving shares October 25-26-29 2012

Notices

Special Meeting for Holders of Preference Shares (Azionisti di Risparmio) 29 June - 2/3 July 2012

Notices

Extraordinary and Ordinary Shareholders Meeting 26/27 June 2012

Minutes

Notices

Documents

Auditors Report pursuant to Article 2408(2) of the Italian Civil Code

Documents

Ordinary and Extraordinary Shareholders Meetings 16-19 March 2012

Documents

Notices

ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING - 28 APRIL 2021

Set for Shareholders' Meeting at 28 April 2021

Set for Shareholders' Meeting at 28 April 2021

Right to ask 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 UnipolSai Assicurazioni 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 azionistiunipolsai@pec.unipol.it,,  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 19 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 19 April 2021 (record date) and addressed to azionistiunipolsai@pec.unipol.it.

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 26 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 29 March 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 UnipolSai Assicurazioni S.p.A. - Ufficio Soci - Via Stalingrado 37, 40128 Bologna, or by email to the certified email address: azionistiunipolsai@pec.unipol.it, 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 azionistiunipolsai@pec.unipol.it.

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

Since the Shareholders’ Meeting can only be attended by the Designated Representative, parties entitled to attend the Shareholders’ Meeting who wish to make proposed resolutions on the topics on the agenda are asked to make them beforehand, by 12 April 2021. These proposals will be published on the Company’s website by 14 April 2020 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 attending 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 no. 183 of 31 December 2020, Law Decree converted with amendments into the Law February 26, 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 26 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 sedeto@computershare.it.

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 azionistiunipolsai@pec.unipol.it 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 26 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:

Proxy form for the Designated Representative for the Ordinary and Extraordinary Shareholders’ Meeting

GUIDED PROCEDURE

The proxy for the Ordinary and Extraordinary Shareholders’ Meeting may be given to the Designated Representative 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.

Guided procedure to fill out the proxy form for the Designated Representative at the Ordinary and Extraordinary Shareholders’ Meeting

As permitted by the above-mentioned Law Decree no. 18 of 17 March 2020, 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.

Proxy/sub-proxy form for the Designated Representative for the Ordinary and Extraordinary Shareholders’ Meeting

The proxy 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 27 April 2021, using one of the mechanisms indicated on the form.

The proxy and/or sub-proxy will only be valid for the resolutions proposed to the Shareholders’ Meeting for which the proxy giver gave voting instructions.

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.

Appointment of the Board of Statutory Auditors

With respect to the appointment of the Board of Statutory Auditors, article 24 of the articles of association provides for a list voting mechanism which allows, as required under current law, a standing statutory member and an alternate member of the Board of Statutory Auditors to be elected from the minority list and the Chairperson of the Board to be a standing statutory member elected from the minority list.

Reference should be made to the articles of association and the directors’ report for the shareholders’ meeting for all matters not specified herein. Eligible parties must submit lists within the deadline and in accordance with the procedures and the limits set out in the aforementioned article 24 of the articles of association and CONSOB management decision no. 44 of 29 January 2021 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 azionistiunipolsai@pec.unipol.it, at least twenty-five days before the date scheduled for the shareholders’ meeting (and, therefore, by 3 April 2021), by shareholders who, individually or jointly with other shareholders contributing to the submission of the same list, prove 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 quota must be shown by specific notifications provided by the depository intermediaries of the shares, valid up to 3 April 2021, and sent to the certified email address azionistiunipolsai@pec.unipol.it even after the lists have been filed and, in any case, by 7 April 2021. If only one list has been submitted, or only lists submitted by interconnected shareholders pursuant to article 144-quinquies of CONSOB issuers’ regulation by the deadline for filing the lists, additional lists may be submitted up to the third day following 3 April 2021 (and, therefore, by 6 April 2021); in this case, the threshold for presenting the list 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 connections, even indirect, with the majority shareholder pursuant to article 144-quinquies of the issuers’ regulation.

The new Board of Statutory Auditors must be appointed in accordance with the regulation on gender equality introduced by Law 120 of 12 July 2011, according to the procedures envisaged by articles 24 and 33 of the articles of association.

Information on the Share capital

The share capital is €2,031,456,338.00, divided into 2,829,717,372 ordinary shares without par value. As at the same date, 2,829,023,737 ordinary shares have voting rights, excluding treasury stock and those held by subsidiaries.

As of today’s date, UnipolSai holds a total of 693,635 ordinary treasury Shares (equal to approximately 0.025% of the share capital), of which 287,270 indirectly through the subsidiaries: Arca Vita S.p.A. (17,524), Alfaevolution Tecnology S.p.A. (2,891), Gruppo UNA S.p.A. (8,422), Leithà S.r.l. (26,859), SIAT S.p.A. (96,350), UniSalute S.p.A. (71,988), UnipolSai Servizi Consortili S.c.r.l. (63.236).