Shareholders' Meetings

Shareholders’ Meetings are called by the Board of Directors with a notice published according to law, and must include the date, time and place of the meeting and a list of the items on the agenda to be discussed.

The Ordinary Shareholders’ Meeting must be called at least once a year for the approval of the financial statements, within 120 days – or, in cases provided for by law, within 180 days – following year-end.

The Company has long followed the Rules drawn up to ensure the orderly and functional conduct of Ordinary and Extraordinary Shareholders’ Meetings. The Rules, approved by the Shareholders’ Meeting of the Company, govern the procedures and maximum duration of proceedings, voting procedures and the powers of the Chairman for maintaining order at Meetings, such as to ensure active participation in the proceedings by those entitled in an orderly and functional manner.

2019
ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING - 17 APRIL 2019

Documents

Notices

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 - 17 APRIL 2019

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 Stalingrado 37, 40128 Bologna, or by fax to no. 055 4792006, or to the certified email address azionistiunipolsai@pec.unipol.it, or, finally, 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 14 April 2019.

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 8 April 2019 (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 17 March 2019 (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 Stalingrado 37, 40128 Bologna, 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 Shareholders' 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 Shareholders' 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 Stalingrado 37, 40128 Bologna;
  • 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 of Ordinary and Extraordinary Shareholders' Meetin

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-undeciesof 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 in agreement with the Company should be used. The original 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 15 April 2019, 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 of 15 April 2019.

The proxy form for Ordinary and Extraordinary 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. 

Guided instructions for filling out the proxy form for the Designated Representative at Ordinary and Extraordinary Shareholders' Meetings

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

Proxy form for the Designated Representative at the Ordinary and Extraordinary Shareholders’ Meeting (available from 28th March 2019)

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 phone no. +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 13 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 13 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 azionistiunipolsai@pec.unipol.it at least twenty-five days before the date set for the General Meeting (therefore, by 23 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 23 March 2019, and forwarded to the certified e-mail address azionistiunipolsai@pec.unipol.it, including after the submission of slates, but in any case by 27 March 2019.

Pursuant to the combined provisions of the aforementioned Article 13 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)                   the curriculum vitae concerning personal and professional characteristics of each candidate, specifying whether the candidate 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.

Finally, as regards the qualitative composition of the Board of Directors, the Diversity Policy adopted by the Company pursuant to Article 123-bis of the Italian Law on Finance, among other things, provides that, although specific provisions of law on the subject of gender balance are no longer applicable to governing bodies, it should, also in compliance with adoption criterion 2.C.3. of the Code of Conduct for Listed Companies, be ensured that at least one-third of the members of said body belongs to the less represented gender as set out in the Directors’ Report to the General Meeting of Shareholders and in the related annex.

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, 2,779,665,027 Ordinary Shares are entitled to vote as at the same date.

At the date of publication of the Notice convening of Shareholders’ Meeting – March 13, 2018 -  please note that there were 50,052,345 Ordinary Shares in the Company's portfolio, of which 1,800,000 shares held directly and 48,252,345 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), Arca Vita S.p.A. (10,000).

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