| NOTICE OF CALL The shareholders of UniCredit are hereby convened to an Ordinary and Extraordinary Shareholders’ Meeting to be held on 27 April 2011 at 6:00 pm in Palazzo de Carolis at 16 Via A. Specchi in Rome, and, if necessary, with regard to the extraordinary session, in second call, on 28 April 2011 at 9:00 am in the same location. If the necessary quorum is not reached, the Shareholders’ Meeting is convened in second call for the ordinary session and in third call for the extraordinary session, on 29 April 2011 at 10.30 am at 180 Viale Umberto Tupini in Rome, to discuss and decide on the following AGENDA Ordinary Part 1. Presentation of the financial statement as at 31 December 2010, accompanied by the Directors’ and Auditing Company’s Reports; Report from the Board of Statutory Auditors. Presentation of the consolidated financial statement; 2. Allocation of the net profit of the year; 3. Appointment of a Director for integration of the Board of Directors, after reduction of Board members from 23 to 22; 4. Redefinition of the total compensation due to the Directors who are members of Board Committees and other Company’s bodies; 5. Integration of hours and fees of the auditing firm KPMG S.p.A. for the 2011 and 2012 financial years; 6. Company’s absorption of the cost of the remuneration due to the Common Representative of the Savings Shareholders; 7. UniCredit's Regulations governing general meetings: amendment to clauses 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 16 and 17; removal of clauses 18 and 19 and consequent renumbering of subsequent clauses; amendment of current clause 22 (to be renumbered as clause 20); 8. Group’s compensation policy; 9. Group’s compensation practices for 2011; 10. Group's 2011 employee share ownership plan. Extraordinary part 1. Amendments to clauses 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 and 32 of the Articles of Association; 2. Delegation to the Board of Directors, pursuant to section 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions for a maximum period of five years starting from the date of the shareholders' resolution, to carry out a free share capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of €103,000,000 corresponding to a maximum of 206,000,000 ordinary shares in UniCredit with a par value €0.50 each, to be assigned to the Personnel of the Holding Company and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives; consequent amendments to the Articles of Association; 3. Delegation to the Board of Directors, pursuant to section 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions for a maximum period of five years starting from the date of the shareholders' resolution, to carry out a paid increase in share capital, as allowed by section 2441 of the Italian Civil Code, for a maximum nominal amount of €34,000,000 corresponding to up to 68,000,000 ordinary shares in UniCredit with a par value €0.50 each, to be reserved for the Personnel of the Holding Company and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives; consequent amendments to the Articles of Association. - - - Any dividend resolved upon by the Shareholders' Meeting will be paid out on 26 May 2011 with the ex-dividend date being 23 May 2011. Right to attend and vote at the Shareholders’ Meeting The right to attend and vote at the Shareholders’ Meeting shall be proven by the broker authorised to hold the accounts sending UniCredit, as per the terms established by current legislation, notice of the number of shares possessed at the close of trading on 14 April 2011 (i.e. the record date, 7 market trading days before the first call of the Shareholders’ Meeting) by the party in question that is entitled to vote in consequence of the shares held. Since any ownership or sale of shares recorded after that date shall not be admissible in terms of the right to vote at the Shareholders’ Meeting, anyone who, according to these records, only owns shares after the record date shall not have the right to attend and vote at the Shareholders’ Meeting. To streamline the process of admitting people to the Shareholders’ Meeting, all participants are asked to show proof of the notice from the broker. No allowances have been made for voting by correspondence or using electronic means. Voting proxies and the Company's designated representative Shareholders who have been granted the right to attend the meeting can be represented by written proxy pursuant to the current laws and regulations. It is possible to use the proxy form issued by authorised intermediaries at the request of the shareholder with voting rights or the form available on the Company's website (www.unicreditgroup.eu). The Company can be informed of the voting proxy by sending an email to [email protected]. The representative can, in place of the original, deliver to or send the Company a copy of the proxy, potentially in electronic format, confirming, under his/her own responsibility, that the proxy is a true copy of the original and the identity of the delegating shareholder. The proxy may also be sent to Servizio Titoli S.p.A., with registered office in Milan at 6 Via Mantegna, in its role as the representative designated by the Company for this purpose pursuant to article 135-undecies of the Legislative Decree no. 58/98, according to the modalities envisaged by current rules and regulations, explained on the Company’s web-site. Consequently, it is possible to use the web application provided and managed by Servizio Titoli S.p.a. that includes a wizard to guide you through filling in the proxy form for the designated representative, which will be available on the section of the Company's website specifically for this Shareholders’ Meeting. The proxy for the designated representative must contain voting instructions for all or some of the matters on the agenda and must be received by the aforementioned representative no later than two trading days before the meeting (i.e. within 21 April 2011) at the following address: Servizio Titoli S.p.a. (Ref. "Proxy for UniCredit S.p.A.'s Shareholders' Meeting"), 33 Via Monte Giberto, 00138 Rome. A copy of the proxy, along with a statement confirming it is a true copy, can also be sent, by the same deadline, to the designated representative by fax (at 06/88345203) or email ([email protected]). The proxy and voting instructions can also be revoked, by the same deadline, using the methods indicated above. The proxy is only valid for the proposals for which voting instructions have been provided. Adding to the agenda and the right to ask questions at the Shareholders’ Meeting The right to add to the agenda for the Shareholders’ Meeting can be exercised by shareholders, potentially jointly, that hold at least 0.50% of the share capital, within 10 days of this notice being published and according to the methods established by article 126-bis of Legislative Decree 58/98. Shareholders have the right to ask questions on matters on the meeting agenda pursuant to the provisions of article 127-ter of Legislative Decree 58/98, sending these via the www.unicreditgroup.eu website or to the Company's registered office in Rome. The Company shall respond, at the very latest, to these questions (received by 21 April 2011 through the aforementioned means) at the Shareholders’ Meeting itself. It can provide a single response to questions having the same subject matter and shall only reply once it has ascertained that the shareholder has met the necessary requirements, including that the shareholder has been granted the right to attend on the basis of the certification issued by the broker pursuant to article 83-quinquies of Legislative Decree 58/98 or through the notice, pursuant to article 83- sexies of Legislative Decree 58/98, issued by the broker to allow participation in the meeting. UniCredit's website contains more detailed information about the methods to be used and conditions to be complied with for adding to the agenda or for presenting questions prior to the Shareholders’ Meeting. Documents for the Shareholders’ Meeting The following documents will be available to the public at the Company's registered office, its head office, at Borsa Italiana S.p.A. and the Company's website (www.unicreditgroup.eu): - as of today, along with the publication of the notice of call, the complete text of the proposed resolutions, the related Directors' Reports and other documentation concerning items on the agenda (excluding what is indicated elsewhere in this document), and the disclosure regarding compensation plans based on financial instruments pursuant to article 84-bis of Consob Regulation 11971/99; - by 5 April 2011, the documentation concerning the financial statements as at 31 December 2010 and UniCredit's "Report on corporate governance and ownership structures" for the 2010 financial year, drafted pursuant to article 123-bis of Legislative Decree no. 58/98 and articles 89-bis and 144-decies of Consob Regulation 11971/99. By 12 April 2011, the financial statements of the subsidiaries or the summaries allowed according to sub-sections 3 and 4 of section 2429 of the Italian Civil Code will be filed at the Company's registered office. Shareholders may obtain a copy of this documentation. Information concerning share capital and shares with voting rights The Bank’s share capital, fully subscribed and paid-up, amounts to Euro 9,649,245,346.50 and is divided into 19,298,490,693 shares of Euro 0.50 each, in turn made up of 19,274,251,710 ordinary shares and 24,238,983 savings shares. Each ordinary share have been issued, with each one giving the right to one vote, except for the 476,000 own shares and the 967,564,061 shares for which UniCredit S.p.A. has a usufruct right created by Mediobanca – Banca di Credito Finanziario S.p.A., since voting rights have been suspended for these shares. Finally, pursuant to clause 5, section 16 of the Articles of Association, no one entitled to vote may vote, for any reason whatsoever, for a number of shares exceeding 5% of the share capital bearing voting rights. Milan, 28 March 2011 Enquiries: Media Relations: Tel. +39 02 88628236 ; e-mail: [email protected] Investor Relations: Tel. + 39 02 88628715; e-mail: [email protected] | |
