Dear User, we inform you that this website uses own cookies and the cookies of other websites in order to make its services as efficient and easy to use as possible.
If you want to know more or manage your preferences regarding the use of individual cookies, click here
By accessing any elements under this banner, you consent to the use of cookies.

 Meeting April 2017

​​​​​​​​​​​​​​​​​​​​​​​​​​In this section you can consult documents relating to the ORDINARY SHAREHOLDERS' MEETING of UNIPOLSAI ASSICURAZIONI S.p.A. to be held on 27 APRIL 2017​.

It should be noted that, as specified in the notice, this year the Shareholders’ Meeting will be held at:

Villa Cicogna, Via Palazzetti 1N, San Lazzaro di Savena - Bologna​

SHAREHOLDERS' MEETING
RIGHT TO SUBMIT QUESTIONS BEFORE THE SHAREHOLDERS’ MEETING

Pursuant to Article 127-ter of Legislative Decree 58/98 (Italian Consolidated Law on Finance), those who are entitled to vote may submit questions regarding the items on the agenda even before the Shareholders' Meeting by sending a registered letter addressed to UnipolSai Assicurazioni S.p.A. - Shareholders' Department - Via Lorenzo il Magnifico 1, 50129 Florence, or by fax to no. 055 4792006, or to the certified email address azionistiunipolsai@pec.unipol.it, or by filling out the Form​ found in this section of the Company's website.

Consideration will be given only to questions strictly relevant to the items on the agenda received by the Company no later than 24 April 2017.

Submitters will have to provide personal details (name and surname or business name in the case of an institution or corporation, date and place of birth and Italian tax identification code) and will request the custodian intermediary to send a specific notice to the Company attesting to the ownership of securities by the submitter, valid until 18 April 2017 (record date) addressed to azionistiunipolsai@pec.unipol.it​.

If Shareholders have requested a notice from the custodian intermediary for proof of their right to attend the Shareholders' Meeting, it will be sufficient to include in their request the reference to such notice as issued by the intermediary or, at least, the intermediary's business name. After verifying the relevance thereof and the submitter's right to attend, questions received prior to the Shareholders' Meeting will be answered during the Shareholders' Meeting at the latest. The Company may provide a single response to questions with the same content.

RIGHT TO ADD ITEMS TO THE AGENDA

Pursuant to Article 126-bis of Legislative Decree 58/98 (Italian Consolidated Law on Finance), Shareholders who, individually or jointly, represent one fortieth of the share capital may, no later than 6 April 2017 (the tenth day following the publication of the notice of the Shareholders' Meeting), ask to add items to the agenda by specifying the additional items proposed in their request, or submitting proposed resolutions on the items already on the agenda. No addition is allowed for topics on which the Shareholders' Meeting will pass resolutions, in accordance with the law, upon the proposal of the directors or on the basis of a project or a report prepared by them other than those referred to in Article 125-ter, paragraph 1, of the Italian Consolidated Law on Finance.

Requests must be submitted in writing by registered letter with r/r addressed to UnipolSai Assicurazioni S.p.A. - Shareholders' Department - Via Lorenzo il Magnifico 1, 50129 Florence, or to the certified email address: azionistiunipolsai@pec.unipol.it to be received by the Company within the period referred to above, and must be accompanied by a report on the matters proposed for discussion or on further proposals. The certification of ownership of securities by the submitting Shareholders and of the equity capital required to request additions to the agenda must be proven by a specific notice from the custodian intermediary, valid as at the date of such request, addressed to azionistiunipolsai@pec.unipol.it.

Any additions to the agenda will be notified in the same manner as prescribed by law for the Notice of Meeting within the term laid down by current regulations.

Shareholders who request an addition to the agenda of the Meeting must prepare a report stating the reasons for the proposed resolutions on the new items they propose for discussion or the reasons relating to the additional proposed resolutions submitted in regard of items already on the agenda: the above report must be forwarded to the Board of Directors before the deadline for submission of the addition to the agenda.

PROCEDURE FOR ATTENDING THE MEETING AND VOTING BY PROXY

All persons entitled to attend the Shareholders' Meeting may be represented thereat, in accordance with the law, by written proxy pursuant to the applicable provisions of law by signing the generic proxy form available in this section of the Company's website.

Such proxy form must be forwarded to the delegated party and handed over by it to the Company at the time of accreditation or transmitted to the same in any of the following ways:

  • sent to UnipolSai Assicurazioni S.p.A., Shareholders' Department - Via Lorenzo il Magnifico 1, 50129 Florence;
  • to Fax no. 055 4792006;
  • to the email address azionistiunipolsai@pec.unipol.it​ 

 
The original or a copy of the proxy must be delivered to the Company; in the case of a copy, the delegated party must certify, under its own responsibility, that the proxy is identical to the original, as well as the identity of the delegating party. 

In order to facilitate checking the legitimacy of the persons entitled to attend the Shareholders' Meeting and the representation powers of those who attend in legal or voluntary representation of the above mentioned entitled parties, the relevant documentation, including a copy thereof, may be sent by postal service to the Company's registered office for the attention of the Shareholders' Department, or by fax (no. 055 4792006) with telephone notice (no. 055 4794308) in advance of the date of the Notice of meeting.

***

GENERIC PROXY FORM FOR ORDINARY   SHAREHOLDERS' MEETING of UNIPOLSAI ASSICURAZIONI S.p.A.


PROXY FORM FOR THE DESIGNATED REPRESENTATIVE

The proxy may also be given to Computershare S.p.A. as the Representative designated by the Company pursuant to Article 135-undecies of the Italian Consolidated Law on Finance.

To this end, the specific proxy form made available on this website and prepared by the same Designated Representative should be used. The proxy with voting instructions, together with documentation proving the existence of signing powers, must be received by Computershare S.p.A., Via Nizza 262/73, 10126 Turin by 24:00 hours on 25 April 2016, with one of the alternative methods listed in the same form.

The proxy will only be valid for resolutions proposed to the Shareholders' Meeting in regard of which the delegating party has given voting instructions using the above form.

The proxy and voting instructions may be revoked in the same manner as required for granting powers by the above deadline 25 April 2016.

***

PROXY FORM FOR THE DESIGNATED REPRESENTATIVE

 

GUIDED INSTRUCTIONS

The proxy form for Ordinary Shareholders' Meetings may also be given to the Designated Representative by using the specific web application designed and managed directly by Computershare S.p.A., where the guided instructions for filling out the proxy form for the Designated Representative can be accessed.

The proxy form for the Designated Representative is also available in a downloadable and printable format in this section of the Company's website.

***

If, for technical reasons, the proxy forms are not available in electronic format, the same will be sent upon request by calling phone ​no. +39 011 0923200.

 

Shareholders whose securities are deposited with the Company may attend the Shareholders' Meeting and give a proxy to the Designated Representative with prior notice to the certified e-mail address azionistiunipolsai@pec.unipol.it, or by fax to no. +39 055 4792006 or by calling telephone no. +39 055 4794308.​

INFORMATION ON SHARE CAPITAL

​The Company's share capital is €2,031,456,338.00 divided into 2,829,717,372 Ordinary Shares without par value. Excluding treasury shares and those held by subsidiaries, 2,774,367,687 Ordinary Shares are entitled to vote as at the same date.

At the date hereof, please note that there were 55,349,685 Ordinary Shares in the Company's portfolio, of which 7,005,640 shares held directly and 48,344,045 indirectly through its subsidiaries: UnipolSai Finance S.p.A. (38,454,775), UnipolSai Nederland BV (9,443,258), Pronto Assistance S.p.A. (344,312), Popolare Vita S.p.A. (101,700).​

APPOINTMENT OF THE BOARD OF DIRECTORS

For the purposes of appointing the Board of Directors, it should be noted that Article 13 of the Company By-laws envisages a list voting mechanism, suitable for allowing, as required by current law, one Director to be elected by the minority.

Referring to the Company By-laws and the Directors' Report for the Meeting for all matters not specified herein, it should be noted that those eligible must submit lists under the terms, in the manner and within the limits of the aforementioned Article 13 of the Company By-laws and Consob Resolution No. 19499 of 28 January 2016, which established the minimum shareholding percentage necessary for the submission of lists. Lists containing the names of the candidates must be deposited 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 prior to the date set for the Meeting (and, therefore, by 2 April 2016) by Shareholders that, alone or together with other Shareholders contributing to the submission of the same list, provide evidence of holding at least 1% of the share capital with voting rights at the Ordinary Shareholders' Meeting. Certification of such shareholding must be shown in specific notices produced by the custodian intermediary, effective until 2 April 2016, and sent to the certified email address azionistiunipolsai@pec.unipol.it even after the lists have been deposited, and in any case no later than 6 April 2016.

Pursuant to the combined provisions of the aforementioned Article 13 of the Company By-laws and applicable regulatory provisions, Shareholders wishing to present a list must deposit, simultaneously and together with each list:

statements whereby the individual candidates accept their candidacy and certify, under their own responsibility, the inexistence of reasons for ineligibility and incompatibility, as well as the existence of the prescribed requirements for the related offices;

1.      a CV for each candidate containing their personal and professional information and certification of their eligibility to qualify as independent; 

2.      the additional information required by laws and regulations, which shall be specified in the notice convening the Meeting.

3.      Lists submitted without complying with the above provisions shall be considered as not submitted.

Shareholders submitting a "minority list" must also take note of the Consob recommendations contained in notice No. DEM/9017893 of 26 February 2009. In particular, Shareholders that wish to present a "minority list" must deposit together with the list a statement certifying the absence of any connections, even indirect, with the majority shareholder, pursuant to Article 147-ter, Paragraph 3 of the Italian Consolidated Law on Finance, and Article 144-quinquies of the Issuers' Regulation. 

Finally, it should be noted that the renewal of the Board of Directors must take place in accordance with the regulations on gender equality introduced by Law No. 120 of 12 July 2011, in the manner provided for by Articles 24 and 33 of the Company By-laws and the indications of the Directors' Report for the Meeting. ​