Unipol Gruppo Finanziario S.p.A.: ordinary and extraordinary Shareholders' Meeting
Monday, March 19, 2012
Granted to the Board of Directors the authority to increase the share capital by a maximum of €1,100m, relative to the business integration with the Fondiaria Sai Group, subject to the reverse stocksplit of outstanding ordinary and preference shares at a ratio of one for every hundred
Confirmed Mr Adriano Turrini as a member of the Board of Directors of the Company
The Shareholders’ Meeting of Unipol Gruppo Finanziario SpA ("UGF") held today, decided during the extraordinary part of the meeting:
- To grant, pursuant to Article 2443 of the Civil Code, authorisation to the Board of Directors to carry out a capital increase against payment and in a divisible manner, in one or more tranches, before 31 December 2012, by a maximum of €1,100m, including any share premium, through the issuance of ordinary and preference shares with no par value and regular dividend rights, with subscription rights available to shareholders in proportion to the number of shares held by them, conferring full authority to the administrative body to determine the procedures, terms and conditions of the Capital Increase, within the limits indicated above;
- The reverse stock-split of the outstanding ordinary and preference shares according to the following ratio: one new ordinary share for every one hundred ordinary shares held in the Company and one new preference share for every one hundred preference shares held in the Company, with simultaneous adjustment of Articles 5 and 19 of the Company’s By-laws.
The Shareholders’ Meeting, in ordinary session, also decided::
- To confirm the number of members of the Board of Directors at 25;
- To appoint Mr Adriano Turrini as Director of the Company, pursuant to Article 2386, first paragraph, of the Civil Code, whose term will expire along with the Directors on the occasion of the Shareholders’ Meeting held to approve the 2012 financial statements.
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