Shareholders' Meeting
The Shareholders’ Meeting resolves on matters within its remit, in accordance with the law and the Articles of Association.
The Shareholders’ Meeting, in addition to other matters, shall:
- approve the financial statements and the net income allocation;
- appoint, remove, and determine the remuneration of Board Directors, the Chair and Deputy Chair(s) of the Board of Directors, as well as the Chair and the members of the Management Control Committee; the Managing Director is appointed by the Board of Directors from its members;
- confer and revoke the mandate for the audit of the accounts and determine the relevant fee;
- approve the remuneration policies relating to the members of the Board of Directors and the Staff, as well as plans based on financial instruments.
SHAREHOLDERS' MEETING
| ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING: 29 APRIL 2022 |
HOW TO PARTICIPATE |
| Minutes of the ordinary part (available in Italian only) |
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| Minutes of the extraordinary part (available in Italian only) |
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| Summary report of votes |
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| Notice of distribution of dividends and reserves |
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| Press release | |
| Notice of call |
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| Notice of call |
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| Extract of the notice of call |
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| Reports of the Board of Directors |
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| Ordinary part |
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| 1) 2021 financial statements |
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| Report of the Board of Directors - Item 1 on the agenda: a) Approval of the Parent Company’s 2021 financial statements b) Allocation of net income for the year and distribution to shareholders of dividend and part of the Share Premium Reserve |
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| 2) Resolutions in respect of the Board of Directors pursuant to Articles 13 and 14 of the Articles of Association |
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| Report of the Board of Directors - Item 2 on the agenda: a) Determination of the number of Board Directors for the financial years 2022/2023/2024 |
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| Report of the Board of Directors - Item 2 on the agenda: b) Appointment of Board Directors and members of the Management Control Committee for the financial years 2022/2023/2024, on the basis of slates of candidates submitted by shareholders |
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| Report of the Board of Directors - Item 2 on the agenda: c) Election of the Chairman and one or more Deputy Chairpersons of the Board of Directors for the financial years 2022/2023/2024 |
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| 3) Remuneration |
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| Report of the Board of Directors - Item 3 on the agenda: a) Remuneration policies in respect of Board Directors |
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| Report of the Board of Directors - Item 3 on the agenda: b) Determination of the remuneration of Board Directors pursuant to Articles 16.2 and 16.3 of the Articles of Association |
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| Report of the Board of Directors - Item 3 on the agenda: c) Report on remuneration policy and compensation paid: Section I - Remuneration and incentive policies of the Intesa Sanpaolo Group for 2022 |
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| Report of the Board of Directors - Item 3 on the agenda: d) Report on remuneration policy and compensation paid: non-binding resolution on Section II - Disclosure on compensation paid in the financial year 2021 |
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| Report of the Board of Directors - Item 3 on the agenda: e) Approval of the 2022 Annual Incentive Plan based on financial instruments |
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| Report of the Board of Directors - Item 3 on the agenda: f) Approval of the 2022-2025 Performance Share Plan Long-term Incentive Plan reserved for the Management of the Intesa Sanpaolo Group |
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| Report of the Board of Directors - Item 3 on the agenda: g) Approval of the 2022-2025 LECOIP 3.0 Long-term Incentive Plan reserved for the Professionals of the Intesa Sanpaolo Group |
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| 4) Own shares |
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| Report of the Board of Directors - Item 4 on the agenda: a) Authorisation to purchase own shares for the annulment of a maximum number of 2,615,384,615 own shares |
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| Report of the Board of Directors - Item 4 on the agenda: b) Authorisation to purchase and dispose of own shares to serve Incentive Plans |
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| Report of the Board of Directors - Item 4 on the agenda: c) Authorisation to purchase and dispose of own shares for trading purposes |
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| Extraordinary part |
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| Report of the Board of Directors - Item 1 on the agenda: 1) Annulment of own shares with no reduction of the share capital and consequent amendment to Article 5 (Share Capital) of the Articles of Association |
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| Report of the Board of Directors - Item 2 on the agenda: 2) Mandate to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, to approve a share capital increase without payment and with payment pursuant, respectively, to Article 2349, paragraph 1, and Article 2441, paragraph 8, of the Italian Civil Code for the purpose of implementing the 2022-2025 LECOIP 3.0 Long-term Incentive Plan based on financial instruments, referred to under item 3g) of the ordinary part, and consequent amendment to Article 5 (Share Capital) of the Articles of Association |
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| Report of the Board of Directors - Item 3 on the agenda: 3) Mandate to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, to approve a share capital increase without payment pursuant to Article 2349, paragraph 1, of the Italian Civil Code for the purpose of implementing the 2022-2025 Performance Share Plan Long-term Incentive Plan based on financial instruments, referred to under item 3f) of the ordinary part, and consequent amendment to Article 5 (Share Capital) of the Articles of Association |
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| Documents | |
| Report of the Management Control Committee |
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| Annual Report 2021 - Consolidated financial statements and Parent Company's draft financial statements (ZIP ESEF) |
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| 2021 Consolidated Non-financial Statement |
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| Report on Corporate Governance and Ownership Structures |
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| Report on remuneration policy and compensation paid |
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| Proposed resolutions |
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| Proposal no. 1 Item 2. on the agenda: a) Determination of the number of Board Directors |
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| Proposal no. 2 Item 2. on the agenda: c) Election of the Chairman and one or more Deputy Chairpersons of the Board of Directors |
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| Proposal no. 3 Item 3. on the agenda: b) Determination of the remuneration of Board Directors |
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| Slates of candidates |
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| Qualitative and Quantitative Composition of the Board of Directors |
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| Information on the procedure for the appointment of the Board of Directors and the Management Control Committee |
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| Letter form for the filing of slates for the appointment of members of the Board of Directors and the Management Control Committee |
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| Declaration form certifying the existence or absence of any relationships of affiliation |
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| Form of acceptance of nomination as a member of the Board of Directors |
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| Form of acceptance of nomination as a member of the Board of Directors and the Management Control Committee |
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| Extract of the shareholders' agreement by and between Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and Fondazione Cassa di Risparmio in Bologna - 21 December 2021 |
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| Essential information relating to the shareholders' agreement by and between Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and Fondazione Cassa di Risparmio in Bologna |
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| Notice of expiration of shareholders' agreement by and between Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and Fondazione Cassa di Risparmio in Bologna - 29 April 2022 |
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| First slate of candidates for the position of Board Director and Management Control Committee member, accompanied by the required documentation |
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| Second slate of candidates for the position of Board Director and Management Control Committee member, accompanied by the required documentation |
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| Participation in the Shareholders' Meeting – Shareholders’ rights |
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| Shareholders' questions pursuant to Article 127-ter TUF and related answers (available in Italian only) |
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| Proxy forms and Representative appointed by the company |
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| How to submit questions before the Shareholders' Meeting |
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| Information on the protection of personal data - Pursuant to Regulation (UE) 2016/679 |
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| For completeness' sake please also see the Shareholder's Guide and the Articles of Association |
Last updated 25 May 2022 at 16:28:04
