All the yeses from Unicredit partners (also for the big salary for Orcel)

31 March 20231 year ago babelfish

Balance sheet, dividend and remuneration policy. What did the Unicredit shareholders' meeting approve?

The Unicredit assembly has given the green light to the new remuneration policy which concerns 935 top managers of the group . Andrea Orcel's salary will thus be 9.75 million between fixed and variable if he exceeds the targets in 2023. He approved the proposal with 69.10% of the capital present (a percentage higher than some analysts' expectations).

THE GREEN LIGHT FOR THE UNICREDIT FINANCIAL STATEMENT

The shareholders' meeting also approved, with 98.72% of the share capital present and entitled to vote, Unicredit's financial statements as at 31 December 2022 and with 99.97% the proposal for the allocation of the profit. Furthermore, the share buyback plan passed with 97.23% of the share capital present.

OK TO THE REMUNERATION PLAN OF UNICREDIT'S TOP MANAGEMENT

With 99.08% the ok for the application of the ratio between variable remuneration and fixed remuneration equal to 2:1 in the organization and with 71.08% the 2023 group incentive system. While 99.82% approved said yes to the board's proposal to set the number of board members at 12.

HOW LONG ORCEL'S FEES WILL GO TO

For Orcel, therefore, there is the possibility of increasing both the fixed remuneration and the variable part, paid in shares, but only if he manages to exceed very stringent targets. For a total that could reach 9.75 million a year. ( ALL ORCEL SALARY DETAILS)

THE COMMENT OF PADOAN, PRESIDENT OF UNICREDIT

“We are particularly pleased to note that we had the highest shareholders' meeting attendance for many years and that the vast majority of positive votes came from active UniCredit shareholders who share our long-term vision,” said the UniCredit chairman , Pier Carlo Padoan commenting on the results of the meeting. Padoan also expresses "gratitude for the shareholders who studied and understood the proposals and who actively participated in the engagement activities"

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HERE IS THE FULL UNICREDIT RELEASE :

The UniCredit SpA Shareholders' Meeting was held today in Milan, held in ordinary and extraordinary session, which resolved on the items on the agenda.

Pier Carlo Padoan, chairman of UniCredit, declared: “We wish to express our satisfaction with the support of shareholders for all the proposals submitted to their vote and in particular for the new remuneration policy which has been conceived to basically achieve two objectives: in firstly, to strengthen our culture of performance and incentivize excellence; secondly, to ensure total alignment of long-term interests between management and shareholders. We believe these principles are the best possible and reflect our ambition to be a benchmark for our industry.

We also wish to express our gratitude to the shareholders who have studied and understood the proposals and who have actively participated in the engagement activities. We are particularly pleased to note that we had the highest shareholders' meeting attendance for many years and that the vast majority of positive votes came from active UniCredit shareholders who share our long-term vision.

We consider it particularly significant to have achieved this result despite various media speculations on the subject of remuneration. This is proof of our shareholders' commitment to recognize and appreciate the new policies for what they are, demonstrating that UniCredit's success will be truly collective.

Finally, we wish to thank the chairman of the remuneration committee, Jeffrey Alan Hedberg, for his availability and professionalism in the commitment required to obtain this important result”.

Ordinary Part

Approval of the 2022 Budget

The Shareholders' Meeting approved, with 98.72% of the share capital present and entitled to vote, the Financial Statements of UniCredit SpA as at 31 December 2022 accompanied by the Reports of the Board of Directors, the Independent Auditors and the Board of Statutory Auditors.

Allocation of profit for the year 2022

The Shareholders' Meeting, recalling the decisions taken during the approval of the Financial Statements of UniCredit SpA as at 31 December 2022, and on the basis of the result for the year 2022 equal to Euro 3,106,674,499.75, resolved, with 99.97% of the capital shareholder present and entitled to vote, to allocate the profit for the year as follows:

to the shareholders a unit dividend of 0.9872 Euros for each outstanding share, entitled to payment of the dividend on the envisaged date of enjoyment, for a maximum amount of 1,906,562,000.00 Euros;
in favor of UniCredit Foundation an amount equal to Euro 20,000,000.00 for social, charitable and cultural initiatives;
the establishment of a specific Reserve for social, charitable and cultural initiatives aimed at the social and work inclusion of young people, the promotion of education and support for the communities most impacted by the energy transition for an amount of Euro 5,000,000.00;
to the Reserve connected to the medium-term incentive system for Group personnel, for an amount equal to Euro 75,000,000.00;
to the Legal Reserve an amount equal to Euro 100,000,000.00;
to the Statutory Reserve for the remaining amount.

Dividend payment notice

The Dividend will be paid, in compliance with the applicable laws and regulations, on 26 April 2023, with an "extapment" date (coupon no. 7) on 24 April 2023, through the Intermediaries adhering to the centralized management system Monte Titoli. Pursuant to art. 83-terdecies of Legislative Decree no. 58/1998, those who will be shareholders based on the evidence of the accounts relating to the end of the accounting day (record date) of 25 April 2023 will be entitled to receive the dividend.

Elimination of negative reserves for the components not subject to changes by covering them on a definitive basis

The Shareholders' Meeting approved, with 99.99% of the share capital present and entitled to vote, the coverage of negative reserves for a total of Euro 376,811,841.27 through the use of: i) the Share Premium Reserve for Euro 302,503,519, 66 to cover the negative reserve for charges connected with the payment in 2022 of the coupons relating to the Additional Tier 1 capital instruments, and ii) the statutory reserve for €74,308,321.61 to cover the negative reserve deriving from the connected payment in 2022 to the usufruct contract related to the Cashes financial instruments.

Authorization to purchase treasury shares for the purpose of remunerating shareholders. Related and consequent resolutions

The Shareholders' Meeting, with 97.23% of the share capital present and entitled to vote, authorized the Board of Directors, pursuant to articles 2357 of the civil code and 132 of the TUF, to carry out deeds of purchase, even in part and /or in installments, for a maximum number of shares of the Company corresponding to a total disbursement of a maximum of Euro 3,343,438,000.00 and, in any case, not exceeding no. 230,000,000 UniCredit shares. The transaction was authorized by the ECB, as communicated on 28 March 2023. The purchases of UniCredit shares can be carried out and therefore completed, within the earlier of:

the date which will fall after 18 (eighteen) months from today's date e
the date of the Shareholders' Meeting that will be called to approve the financial statements for the year ending on December 31, 2023.

The purchases of UniCredit shares, where initiated, must be carried out at a price that will be identified from time to time, in compliance with any regulatory provisions, including those of the European Union, in force pro-tempore, it being understood that the purchase price cannot deviate by more than 10% from the official price that the UniCredit share will have registered in the session of Euronext Milan, organized and managed by Borsa Italiana SpA, on the day before the execution of each single purchase transaction.

The authorization to purchase treasury shares is part of the activities envisaged in the 2022-2024 "UniCredit Unlocked" strategic plan aimed at remunerating shareholders.

Report on the Group's 2023 Remuneration Policy

The Shareholders' Meeting approved, with 69.10% of the share capital present and entitled to vote, the Report on the 2023 Group Remuneration Policy which defines the principles and standards that UniCredit applies in defining, implementing and monitoring the Group practices, plans and remuneration programmes.

Report on fees paid

The Shareholders' Meeting approved, with 92.88% of the share capital present and having the right to vote, the Report on remuneration paid which provides detailed information on the Group's remuneration with respect to remuneration policies, practices and results.

2023 Group Incentive System

The Shareholders' Meeting approved, with 71.08% of the share capital present and having the right to vote, the adoption of the 2023 Group Incentive System which, in line with the requirements of the national and international Authorities, provides for the recognition of an – in cash and/or in UniCredit ordinary shares – to be paid, subject to the achievement of specific performance objectives over a multi-year period, to selected resources of the UniCredit Group.

Application of the ratio between variable remuneration and fixed remuneration equal to 2:1 in the organization

The Shareholders' Meeting approved, with 99.08% of the share capital present and having the right to vote, the proposal to restore the broader application of the 2:1 ratio between variable and fixed remuneration to the entire population with the exception of Corporate Functions of Control and other Functions for which a more restrictive regulatory limit applies, in line with the provisions of national and international regulations.

Determination of the number of Directors

The Shareholders' Meeting approved, with 99.82% of the share capital present and having the right to vote, the proposal of the Board of Directors to set the number of members of the Board of Directors at 12.

Extraordinary part

Delegation to the Board of Directors of the power to approve a free share capital increase to service the 2017-2019 LTI Plan and modification and integration of the powers conferred to service the already approved Group Incentive Systems; consequent amendments and additions to the art. 6 of the Articles of Association

The Shareholders' Meeting, with 99.47% of the share capital present and entitled to vote, assigned the Board of Directors, pursuant to art. 2443 of the Civil Code, approving the consequent amendments to the Articles of Association, the faculty to resolve a free share capital increase, in 2024, pursuant to Article 2349 of the Civil Code, through the issue of a maximum number of 2,000,000 shares ordinary, corresponding to the last tranche of the deferral plan, to be assigned to the beneficiaries of the 2017-2019 LTI Plan.

Delegation to the Board of Directors of the power to approve a free capital increase to service the 2022 Group Incentive System and consequent integration of art. 6 of the Articles of Association

The Shareholders' Meeting, with 96.66% of the share capital present and entitled to vote, assigned the Board of Directors, pursuant to art. 2443 of the Civil Code, approving the consequent amendments to the Articles of Association, the faculty to approve a free increase of the share capital, in one or more times in 2023 and in 2024, pursuant to Article 2349 of the Civil Code, through the issuance of a maximum number of 4,200,000 ordinary shares, corresponding to the first tranche of the deferral plan, to be assigned to beneficiaries of the 2022 Group Incentive System.

Cancellation of treasury shares without reduction of share capital; consequent amendment of the art. 5 of the Articles of Association. Related and consequent resolutions

With 98.81% of the share capital present and entitled to vote, the Shareholders' Meeting approved the cancellation of all UniCredit shares that will eventually be purchased on the basis of today's shareholders' authorization in the ordinary session referred to in point 4 of the agenda issued to the Board of Directors for the purchase of UniCredit shares, up to an overall maximum not exceeding no. 230,000,000 shares. The aforementioned cancellation will have no effect on the Company's shareholders' equity, without prejudice to the amount of the share capital, with a consequent automatic increase in the "implicit book value" of the shares issued by the Company. The Shareholders' Meeting also approved the amendments to article 5 of the Articles of Association necessary for the implementation of said resolution.

This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/unicredit-assemblea-31-marzo-2023/ on Fri, 31 Mar 2023 14:15:39 +0000.