New Chief Executive Jean-Pierre Mustier is overseeing a restructuring of the lender after raising 13 billion euros ($15 billion) from investors this year.

The jumbo cash call has boosted the presence of foreign institutional investors among UniCredit's shareholders - they now hold 75 percent of its capital - while diluting the interests of charitable foundations that were once the bank's core investors.

Shareholders on Monday backed a proposal to remove a 5 percent cap on voting rights that until now shielded the bank from potential stakebuilders and to convert savings shares into ordinary stock.

Following other changes to the bylaws approved on Monday, the bank's directors will submit their own slate of candidates when shareholders meet again in the spring to pick a new board.

UniCredit plans to appoint then former Finance Minister Fabrizio Saccomanni as its new chairman and has already asked him to work on the board's slate of candidates in an effort to improve its governance.

"We're all aware that a good governance structure is a key element that is carefully assessed both by investors and supervisors," Saccomanni said in a statement.

Sergio Carbonara, founder of shareholders' advisory firm Frontis Governance, said the changes introduced were in line with best international practice and allowing the board to pick nominees for its replacement better reflected the bank's fragmented shareholder base.