GENERAL MEETING DRAFT - Bankier.pl

In the traditional system certain aspects are the sole competence of the Shareholders' Meeting. This creates
an effective opportunity for dialogue and debate between management and the shareholders about various
elements of governance, including the appointment and dismissal of directors, approval of the financial
statements, allocation of profits, compensation policies for management and so on.
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An Ordinary Shareholders’ Meeting is convened at least one a year within the terms of law, in order to
resolve upon the issues that the law and the Articles of Association make it responsible for. An Extraordinary
Shareholders’ Meeting is convened whenever it is necessary to resolve upon any of the matters that are
exclusively attributed to it by law.
The Agenda of the Shareholders’ Meeting is established by whoever exercises the power to call a meeting,
pursuant to legal requirements and the UniCredit’s Articles of Association, in keeping - where the Meeting is
convened further to a request from shareholders – with the comments contained in said request.
The Ordinary Shareholders’ Meeting has adopted the Regulations governing the Meetings in a functional and
regular way. The Regulations is available on the Governance section of UniCredit website.
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The Board of Directors of UniCredit may be comprised of between a minimum of 9 up to a maximum of 24
members. As at 16 March 2010, UniCredit has 23 directors.
The duration of their mandate is three financial years, unless a shorter term is decided upon their
appointment and the mandate expires on the date of the Shareholders’ Meeting called to approve the
financial statements for the last year in office.
The mandate of the current Board of Directors, which was appointed by the Shareholders’ Meeting of 29 April
2009, will expire on the date of the Shareholders’ Meeting called to approve the 2011 financial statements.
Directors shall be elected on the basis of a slate mechanism pursuant to the procedures specified in Article
20 of UniCredit’s Articles of Association.
The Board of Directors has adopted its own Regulations governing its powers, functioning and jurisdiction.
These Regulations also include the decisions made by the Board of Directors concerning requirements that
UniCredit Directors shall possess, in addition to the requirements as set forth by the current laws and
regulations, assuring the good functioning of the Board of Directors and concerning the number of offices in
supervisory, managerial and controlling bodies that UniCredit Directors can hold in companies not belonging
to UniCredit Group as well as the procedure to be followed in case of appointment and whenever the
threshold is exceeded.
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