Unipolsai — AGM Information 2018

Mar 13, 2018

Informazione Regolamentata n. 0230-18-2018		Data/Ora Ricezione 13 Marzo 2018 07:41:18	MTA
Societa'	:	UNIPOLSAI
Identificativo Informazione Regolamentata	:	100084
Nome utilizzatore	:	UNIPOLSAIN02 - Giay
Tipologia	:	REGEM; 3.1
Data/Ora Ricezione	:	13 Marzo 2018 07:41:18
Data/Ora Inizio Diffusione presunta	:	13 Marzo 2018 07:41:19
Oggetto	:	UnipolSai: notice of ordinary and extraordinary shareholders' meeting
Testo del comunicato

It transmits the English translation of the notice published in Italian language in summary form today in the daily newspaper "Il Sole 24 Ore". It is also transmitted together with the full version of the notice.

UnipolSai Assicurazioni S.p.A.

Registered Office in Bologna, Via Stalingrado 45 – Share Capital € 2,031,456,338.00 fully paid-up Tax Identification Number and Bologna Companies' Register Number 00818570012 Company entered in the Register of Insurance Companies under Number 1.00006 Subject to the management and coordination of Unipol Gruppo S.p.A. and belonging to the Unipol Insurance Group, entered under Number 046 of the Register of Insurance Groups

EXTRACT OF NOTICE OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING (pursuant to Article 125-bis, Paragraph 1, of Legislative Decree No. 58/1998)

NOTICE OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

The ordinary and extraordinary Shareholders' Meeting of UnipolSai Assicurazioni S.p.A. is hereby convened in a single call on 23 April 2018, at 10:30 am, at the Villa Cicogna Conference Centre, Via Palazzetti 1N, San Lazzaro di Savena (Bologna), to resolve on the following

AGENDA

In the Ordinary session

• 1. Financial Statements as at 31 December 2017; Directors' Report; Board of Statutory Auditors' and Independent Auditors' Report. Related and consequent resolutions.
• 1. Composition of the Board of Directors pursuant to Article 2386 of the Italian Civil Code. Related and consequent resolutions.
• 1. Appointment of the Board of Statutory Auditors and its Chairman for financial years 2018 – 2019 – 2020 and determination of its remuneration. Related and consequent resolutions.
• 1. Remuneration Report pursuant to Article 123-ter of the Consolidated Law on Finance and Article 24 of ISVAP Regulation No. 39 of 9 June 2011. Related and consequent resolutions.
• 1. Acquisition and disposal of treasury shares and shares of the parent company. Related and consequent resolutions.

In the Extraordinary session

1. Amendment of Article 13 ("Board of Directors") of the Company By-laws. Related and consequent resolutions.

*** ***

Participation and representation at the Shareholders' Meeting

Entitlement to attend the Shareholders' Meeting and exercise voting rights must be certified by a notice issued to the Company by an authorized intermediary, in accordance with its accounting records, in favour of the party entitled to vote.

Said notice must be issued by the intermediary based on evidence as at the record date (12 April 2018), corresponding to the seventh trading day prior to the date of the Shareholders' Meeting.

All entitled parties may be represented at the Shareholders' Meeting by proxy granted in accordance with the law, using the form available on the website of the Company (www.unipolsai.com, under the section Governance/Shareholders' Meetings/2018/Ordinary and Extraordinary Shareholders' Meeting of 23 April 2018).

The Company has appointed Computershare S.p.A. as the Representative to which proxies may be granted with voting instructions. The forms used to grant proxy to the aforementioned designated Representative will be available on the above website of the Company and sent to any requesting parties that call +39 011 0923200.

Documentation and further information

The full notice convening the Shareholders' Meeting, available on the Company website (www.unipolsai.com, under the section Governance/Shareholders' Meetings/2018/Ordinary and Extraordinary Shareholders' Meeting of 23 April 2018), contains all information and detailed instructions on the rights that may be exercised by Shareholders, regarding the presentation of lists for the appointment of the Board of Statutory Auditors, the right to submit questions and any additions to the agenda.

The reports and proposed resolutions on items on the agenda will be made available to public at the registered office and published on the aforementioned Company website, as well as on the website of the authorized storage mechanism eMarket Storage (**), in the manner required by law, and will be transmitted to requesting parties.

In particular, the following will be made available to the public:

• from the date hereof, the Directors' Report regarding item 3 of the agenda for the ordinary session;
• by 24 March 2018, the Directors' Reports and proposed resolutions regarding items 1, 2 and 5 of the agenda for the ordinary session and the sole item on the agenda for the extraordinary session;
• by 1 April 2018, the Annual Report and other documents pursuant to Article 154-ter, Paragraph 1, of the Consolidated Law on Finance, the Annual Report on Corporate Governance and Ownership Structure, and the Directors' Report and proposed resolutions regarding item 4 on the agenda for the ordinary session, including the Report pursuant to Article 123-ter of the Consolidated Law on Finance and Article 24 of ISVAP Regulation No. 39 of 9 June 2011.

Moreover, by 6 April 2018, the financial statements of subsidiaries and associated companies shall be made available at the registered office.

Bologna, 13 March 2018 Chairman of the Board of Directors Carlo Cimbri

www.unipolsai.com

UnipolSai Assicurazioni S.p.A.

Registered Office in Bologna, Via Stalingrado 45 – Share Capital € 2,031,456,338.00 fully paid-up Tax Identification Number and Bologna Companies' Register Number 00818570012 Company entered in the Register of Insurance Companies under Number 1.00006 Subject to the management and coordination of Unipol Gruppo S.p.A. and belonging to the Unipol Insurance Group, entered under Number 046 of the Register of Insurance Groups

NOTICE OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

The ordinary and extraordinary Shareholders' Meeting of UnipolSai Assicurazioni S.p.A. is hereby convened in a single call on 23 April 2018, at 10:30 am, at the Villa Cicogna Conference Centre, Via Palazzetti 1N, San Lazzaro di Savena (Bologna), to resolve on the following AGENDA

In the Ordinary session

• 1. Financial Statements as at 31 December 2017; Directors' Report; Board of Statutory Auditors' and Independent Auditors' Report. Related and consequent resolutions.
• 1. Composition of the Board of Directors pursuant to Article 2386 of the Italian Civil Code. Related and consequent resolutions.
• 1. Appointment of the Board of Statutory Auditors and its Chairman for financial years 2018 2019 2020 and determination of its remuneration. Related and consequent resolutions.
• 1. Remuneration Report pursuant to Article 123-ter of the Consolidated Law on Finance and Article 24 of ISVAP Regulation No. 39 of 9 June 2011. Related and consequent resolutions.
• 1. Acquisition and disposal of treasury shares and shares of the parent company. Related and consequent resolutions.

In the Extraordinary session

1. Amendment of Article 13 ("Board of Directors") of the Company By-laws. Related and consequent resolutions.

*** *** Participation and representation at the Shareholders' Meeting

Those who are found to be holders of voting rights at the close of business on 12 April 2018 (record date) and in regard of whom the Company has received notice from an authorised intermediary shall be entitled to participate and exercise voting rights at the Shareholders' Meeting.

Those who are found to be holders of shares after 12 April 2018 shall not have the right to participate and vote at the Shareholders' Meeting.

Holders of ordinary shares of UnipolSai Assicurazioni not deposited with Monte Titoli S.p.A. are reminded that the exercise of rights related to such securities may only take place upon delivery thereof to an intermediary for entry in the centralised management system.

Holders of voting rights may be represented at the Shareholders' Meeting by written proxy, in accordance with applicable provisions of law. The proxy form that will be available on the Company website www.unipolsai.com under the section Governance/Shareholders' Meetings/2018/Ordinary and Extraordinary Shareholders' Meeting of 23 April 2018 may be used for this purpose.

The instructions on the form must be followed for the appointment and notification of proxies, even if electronic. If for technical reasons the proxy form cannot be made available electronically, the same will be sent upon simple request to be made by calling +39 055 4794308.

The Company has appointed Computershare S.p.A. with offices in Turin, Via Nizza 262/73, as Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998 ("Consolidated Law on Finance"), to which holders of voting rights may grant proxy with voting instructions for all or some of the proposals on the agenda. Proxy must be granted to the aforementioned Representative appointed by the Company by 19 April 2018, following the instructions and using the specific proxy form available on the Company website www.unipolsai.com under the section Governance/Shareholders' Meetings/2018/Ordinary and Extraordinary Shareholders' Meeting of 23 April 2018. This section also contains instructions for notifying the proxy electronically or for withdrawal, within the above term, of the proxy and voting instructions conferred. The proxy will only be valid for proposals in relation to which voting instructions have been provided. For any further information, Shareholders may contact the designated Representative at the number +39 011 0923200.

Holders of shares deposited with the Company will be able to attend the Shareholders' Meeting with prior notice transmitted electronically to the certified email address azionistiunipolsai@pec.unipol.it, by fax to +39 055 4792006, or by calling +39 055 4794308.

Questions on items on the agenda

Pursuant to Article 127-ter of the Consolidated Law on Finance, those with voting rights may submit questions on the items on the agenda even prior to the Shareholders' Meeting, by registered letter to UnipolSai Assicurazioni S.p.A. – Segreteria Generale - Ufficio Soci, Via Stalingrado 37, 40128 Bologna, by fax to +39 055 4792006, by certified email to azionistiunipolsai@pec.unipol.it or, finally, by filling out the specific form available on the website www.unipolsai.com under the section Governance/Shareholders' Meetings/2018/Ordinary and Extraordinary Shareholders' Meeting of 23 April 2018. Questions must be received by the end of the third day preceding the date set for the meeting, i.e. by 20 April 2018. Consideration will only be given to questions strictly pertinent to the items on the agenda. Submitters must provide their personal details (surname and name or business name in the case of a company, place and date of birth and tax identification number) and suitable documentation proving entitlement to voting rights issued by the intermediary, to the address azionistiunipolsai@pec.unipol.it.

In the event a Shareholder has requested from its intermediary communication of legitimacy to attend the Shareholders' Meeting, it will be sufficient to include in the request reference to any such notice issued by the intermediary or, at the very least, the name of the same intermediary.

Questions received before the Shareholders' Meeting will be answered at the latest during the same, with the option for the Company to provide a single answer for multiple questions with similar content.

Additions to the agenda

Pursuant to Article 126-bis of the Consolidated Law on Finance, Shareholders who, individually or jointly, represent one fortieth of the share capital, may within ten days subsequent to the publication of this notice, thus by 23 March 2018, request the addition of items to the agenda, specifying in their request the additional items proposed, or submit resolution proposals on items already on the agenda. No additions are allowed for matters on which the Shareholders' Meeting will pass resolutions, according to law, upon the proposal of the Directors or on the basis of a project or report prepared thereby other than those referred to in Article 125-ter, Paragraph 1, of the Consolidated Law on Finance.

Requests must be made in writing by registered letter with r/r to UnipolSai Assicurazioni S.p.A. – Segreteria Generale - Ufficio Soci, Via Stalingrado 37, 40128 Bologna, or by certified email to: azionistiunipolsai@pec.unipol.it.

Certification proving the ownership of shares held by the submitting shareholders as well as the shareholding required in order to request additions to the agenda must be provided in a specific notice issued by the intermediary, effective on the date of the request, addressed to azionistiunipolsai@pec.unipol.it.

Any additions to the agenda shall be notified in the same manner prescribed by law for the notice convening the Shareholders' Meeting, within the terms required by current legislation.

Shareholders requesting additions to the agenda of the Shareholders' Meeting must prepare a report stating the reasons for the proposed resolutions on new items submitted for discussion or the reasons for additional proposed resolutions on items already on the agenda; the aforementioned report must be forwarded to the Board of Directors before the final deadline for the submission of requests for additions to the agenda.

Appointment of the Board of Statutory Auditors

For the purposes of the appointment of the Board of Statutory Auditors, please note that Article 24 of the By-Laws provides for a list voting mechanism, which allows, as required by current legislation, the election of a standing member and an alternate member of the Board of Statutory Auditors by the minority, and that the Chairmanship of the Board is entrusted to the standing member elected by the minority.

Referring to the By-laws and the Directors' Report for the Shareholders' Meeting for all matters not specified herein, please note that entitled Shareholders must submit lists within the terms and according to the procedures and limits referred to in the aforementioned Article 24 of the By-laws and in CONSOB Resolution No. 20273 of 24 January 2018, which established the minimum shareholding percentage required to submit lists. The lists containing the names of the candidates must be filed 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 Shareholders' Meeting (and, therefore, by 29 March 2018), by Shareholders who, individually or jointly with other Shareholders contributing to the same list, document that they own a total of at least 1% of the share capital with voting rights at the Ordinary Shareholders' Meeting. Certification of this shareholding must be proven by a specific notice from the custodian intermediary, effective until 29 March 2018, and sent to the certified email address azionistiunipolsai@pec.unipol.it even after the lists have been filed and, in any case, by 2 April 2018. Please note that, if at the deadline for the filing of lists only one list has been submitted, or only lists submitted by Shareholders connected pursuant to Article 144-quinquies of the CONSOB Issuers' Regulation, additional lists may be submitted up to the third day after 29 March 2018 (and, therefore, by 1 April 2018); in this case, the minimum threshold for the filing of lists is reduced to 0.50% of the share capital with voting rights.

Shareholders submitting a "minority list" must also follow the guidelines issued by CONSOB with communication DEM/9017893 of 26 February 2009. In particular, Shareholders wishing to submit a "minority list" must file, together with the list, a declaration certifying the absence of connection, even indirect, with the majority Shareholder pursuant to Article 144-quinquies of the Issuers' Regulation.

Finally, it should be noted that the renewal of the Board of Statutory Auditors must take place in accordance with the regulation on gender equality introduced by Law No. 120 of 12 July 2011, according to the procedure envisaged by Article 24 and Article 33 of the By-Laws.

Information on share capital

As of the date hereof, the share capital of UnipolSai Assicurazioni is € 2,031,456,338.00, divided into 2,829,717,372 ordinary shares without par value. As at the same date, 2,779,573,327 shares have voting rights, excluding treasury shares and those held by subsidiaries.

Documentation and further information

Further information and detailed instructions on the rights that may be exercised by Shareholders can be found on the Company website www.unipolsai.com under the section Governance/Shareholders' Meetings/2018/Ordinary and Extraordinary Shareholders' Meeting of 23 April 2018.

The reports and proposed resolutions on items on the agenda will be made available to the public at the registered office and published on the aforementioned Company website, as well as on the website of the authorized storage mechanism eMarket Storage (**), in the manner required by law and will be transmitted to requesting parties.

In particular, the following will be made available to the public:

• from the date hereof, the Directors' Report regarding item 3 of the agenda for the ordinary session;
• by 24 March 2018, the Directors' Reports and proposed resolutions regarding items 1, 2 and 5 of the agenda for the ordinary session and the sole item on the agenda for the extraordinary session;
• by 1 April 2018, the Annual Report and other documents pursuant to Article 154-ter, Paragraph 1, of the Consolidated Law on Finance, the Annual Report on Corporate Governance and Ownership Structure, and the Directors' Report and proposed resolutions regarding item 4 on the agenda for the ordinary session, including the Report pursuant to Article 123-ter of the Consolidated Law on Finance and Article 24 of ISVAP Regulation No. 39 of 9 June 2011.

Moreover, by 6 April 2018, the financial statements of subsidiaries and associated companies shall be made available at the registered office.

Entitled parties are invited to arrive earlier than the time scheduled for the Shareholders' Meeting in order to facilitate the registration process, which will begin at 9:30 am.