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Notice of call
The Ordinary and Extraordinary Shareholders' Meeting of UniCredit S.p.A. is convened
in Milan, at Tower A, Piazza Gae Aulenti, 3, in a single call, on 31 March 2026, at
10:00 a.m..
The Company - in accordance with the provisions of Article 106 of Decree Law no. 18/2020
converted by Law no. 27/2020 and subsequent amendments and additions _"Decree"_ -
has decided to make use of the right to provide that the Shareholders' attendance
in the Shareholders' Meeting shall be made exclusively through the Company-Designated
Proxy Holder pursuant to Article 135-undecies of Legislative Decree no. 58/98, without
physical participation by the shareholders.
The Shareholders' Meeting is convened to decide on the following
AGENDA
Ordinary Part
1. Approval of the 2025 financial statements
2. Allocation of the net profit of the year 2025
3. Elimination of negative reserves for the components not subject to change by means
of their definitive coverage
4. Authorisation to purchase treasury shares aimed at remunerating the shareholders.
Consequent and inherent resolutions
5. 2026 Group Remuneration Policy
6. Remuneration Report
7. 2026 Group Incentive System
Extraordinary Part
1. Delegation to the Board of Directors to carry out a free capital increase by a
maximum of 247 UniCredit ordinary shares to service the 2020 Group Incentive System
and consequent integration of clause 6 of the Articles of Association
2. Delegation to the Board of Directors to carry out a free capital increase by a
maximum of 650,000 UniCredit ordinary shares to service the 2021 Group Incentive System
and other forms of variable compensation and consequent integration of clause 6 of
the Articles of Association
3. Delegation to the Board of Directors to carry out a free capital increase by a
maximum of 1,750,000 UniCredit ordinary shares to service the 2022 Group Incentive
System and other forms of variable compensation and consequent integration of clause
6 of the Articles of Association
4. Delegation to the Board of Directors to carry out a free capital increase by a
maximum of 750,000 UniCredit ordinary shares to service the 2023 Group Incentive System
and other forms of variable compensation and consequent integration of clause 6 of
the Articles of Association
5. Delegation to the Board of Directors to carry out a free capital increase by a
maximum of 450,000 UniCredit ordinary shares to service the 2024 Group Incentive System
and other forms of variable compensation and consequent integration of clause 6 of
the Articles of Association
6. Delegation to the Board of Directors to carry out a free capital increase by a
maximum of 1,650,000 UniCredit ordinary shares to service the 2025 Group Incentive
System and any other forms of remuneration and consequent integration of clause 6
of the Articles of Association
7. Delegation to the Board of Directors to carry out a free capital increase by a
maximum of 550,000 UniCredit ordinary shares to service the 2020-2023 LTI Plan and
consequent integration of clause 6 of the Articles of Association
8. Cancellation of treasury shares with no reduction of share capital; consequent
amendment of clause 5 of the Articles of Association. Related and consequent resolutions
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The dividend eventually resolved by the Shareholders' Meeting will be paid out, in
accordance with applicable laws and regulations, on 22 April 2026, having 20 April
2026 as the ex-dividend date.
Under Article 83-terdecies of Legislative Decree no. 58/1998 _Consolidated Law on
Financial Intermediation, here below "TUF"_, those who - based on the relevant records
- are Shareholders at the end of the accounting day on 21 April 2026 will be entitled
to receive the dividend.
Right to attend and vote at the Shareholders' Meeting
Pursuant to Article 83-sexies of the TUF, those who can legitimately attend and vote
at the Shareholders' Meeting - exclusively through the Company-Designated Proxy Holder
- are the persons for whom, at their own request, the authorised intermediaries have
sent to the Company the communications certifying ownership of the relevant right
within the terms provided for by the current provisions of the law; the intermediaries
make the communications on the basis of the evidence of the accounts on which the
UniCredit shares are registered at the end of the accounting day of 20 March 2026
_the so-called record date_. Credit and debt recordings carried out on the accounts
after this date are not relevant for the purposes of legitimation: therefore, those
who will be holders of the shares only after such date will not have the right to
attend and vote at the Shareholders' Meeting.
No provisions have been made for voting by correspondence or by using electronic means.
Voting proxies and Company-Designated Proxy Holder
Pursuant to the Decree, the attendance in the Shareholders' Meeting by those who have
the right to vote is allowed exclusively through the Company-Designated Proxy Holder.
Those who have the right to vote will therefore necessarily have to grant a proxy
and voting instructions to Computershare S.p.A., with registered office in Milan and
offices in Via Nizza, 262/73 in Turin, the Representative designed for this purpose
by the Company pursuant to Article 135-undecies of the TUF, in accordance with the
procedures provided for by the current legislation.
The proxy to the Company-Designated Proxy Holder, with voting instructions on all
or some of the proposed resolutions on the items on the agenda, shall be conferred
using the specific proxy form, also electronic, prepared by the Designated Proxy Holder
itself in agreement with the Company, available on UniCredit website at www.unicreditgroup.eu/agm31march2026.
The proxy form with the voting instructions must be submitted, following the instructions
therein, by 12:00 a.m. on 28 March 2026. Alternatively, the proxy may be transmitted,
by 12:00 a.m. on 30 March 2026, using the specific web application prepared and managed
directly by Computershare S.p.A., through which it will be possible to proceed with
the guided filling in of the proxy form and voting instructions. The web application,
which can be accessed via a specific link on UniCredit website at www.unicreditgroup.eu/agm31march2026,
will be made available by Computershare S.p.A. from 18 March 2026.
Within the aforementioned time limits, the proxy and the voting instructions can always
be revoked using the procedures specified above. The proxy is effective only for proposals
in relation to which voting instructions have been given.
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To the Company-Designated Proxy Holder, according to the Decree, also delegations
or sub-delegations pursuant to Article 135-novies of the TUF may be conferred, with
the possibility to use the delegation/sub-delegation form available on the Company
website. The delegation or sub-delegation, together with the voting instructions,
granted by means of a document in electronic format with a qualified electronic signature
or digital signature may be notified to Computershare S.p.A. by sending an e-mail
to unicredit@pecserviziotitoli.it.
Integration of the agenda, submission of new resolutions proposals on items already
on the agenda
The right to supplement the agenda of the Shareholders' Meeting and/or to submit new
resolution proposals on items already on the agenda may be exercised, in the cases
and according to the procedures indicated in Article 126-bis of the TUF, by Shareholders
who, also jointly, represent at least 0.50% of the share capital, within the term
of 10 days from the publication of this notice of call. Integration of the agenda
is not admissible for topics on which the Shareholders' Meeting resolves, pursuant
to law, upon the proposal of the Directors or based on plans or reports prepared by
them, other than those indicated in Article 125-ter, paragraph 1 of the TUF.
The requests - together with the documentation certifying the ownership of the shareholding
- must be submitted in writing or sent via registered mail with notice of receipt
to UniCredit S.p.A.'s Registered Office _with the express indication: "To the attention
of Group Corporate Affairs"_; the requests may also be sent via certified e-mail to
the address corporate.law@pec.unicredit.eu. Within the aforementioned deadline, and
by using the same means, a report giving the reason for the request or the proposal
must be sent to the Board of Directors by the requiring or proposing Shareholders.
The legitimation of the Shareholders shall be ascertained based on the notice given
by the intermediary according to Article 43 of the Bank of Italy-Consob Resolution
dated 13 August 2018 _Regulation of central counterparties, central securities depositories
and centralized management_.
Additions to the agenda and further resolution proposals on items already on the agenda
will be subject to public notice, in the same ways established for the publication
of the notice of call, by 16 March 2026. At the same time the submitted reports drawn
up by those requiring additions and/or further resolution proposals will be made available
to the public, together with any view of the Board of Directors.
Individual resolution proposals
It should be noted that the right provided for in Article 126-bis, paragraph 1, of
the TUF _"Any person who has the right to vote can individually submit resolution
proposals at the shareholders' meeting"_ may be exercised in the following manner
and timing:
- Shareholders entitled to attend the Shareholders' Meeting may submit proposals on
the items on the agenda, by sending them by registered letter with return receipt
to the Company's Registered Office _with the express indication: "To the attention
of Group Corporate Affairs"_ or by email to corporate.law@pec.unicredit.eu, indicating
their identification and contact details;
- the proposals must contain the text of the resolution to be submitted to the Shareholders'
Meeting and must be received by UniCredit by 16 March 2026, to enable the Company
to make them public and to integrate the proxy forms with the relevant voting instructions
in time to allow those entitled to vote to make an informed decision on such proposals.
The entitlement to submit proposals must be certified by means of the communication
pursuant to Article 83-sexies of the TUF issued by the intermediary for the purpose
of attending and voting at the Shareholders' Meeting and must be received by UniCredit
by 20 March 2026.
UniCredit will publish the proposals received on its website by 18 March 2026, after
verifying their relevance to the items on the agenda, as well as their correctness
and completeness with respect to the applicable regulations. Proposals for which the
entitlement of the person making the proposal is not certified shall be considered
as not submitted, with their consequent deletion from the Company's website.
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Should the agenda be integrated or new proposed resolutions be submitted, the proxy
forms referred to in the preceding paragraph will be updated as necessary.
Questions on the items on the agenda before the Shareholders' Meeting
As provided for in Article 127-ter of the TUF, those entitled to vote may submit questions
pertaining to the items on the agenda prior to the Shareholders' Meeting by sending
them:
- by e-mail to corporate.law@pec.unicredit.eu or
- by registered letter with notice of receipt to the Company's Registered Office _with
the express indication: "To the attention of Group Corporate Affairs"_,
with their identification and contact details.
The entitlement of those asking questions shall be ascertained based on the notice
given by the intermediary according to Article 43 of the Bank of Italy-Consob Resolution
dated 13 August 2018, or by means of the communication pursuant to Article 83-sexies
of the TUF to allow attendance at the Shareholders' Meeting. Those interested are
invited to send the Company, together with their questions, a copy of the documentation
proving their entitlement.
The questions must be received by 20 March 2026.
Questions that will result to be pertinent to the items on the agenda, will be given
an answer by 27 March 2026 on the Company website _www.unicreditgroup.eu/agm31march2026_.
The Company will not answer questions that do not comply with the above modalities,
due dates and conditions.
Documents for the Shareholders' Meeting
The text of the resolution proposals, together with the related explanatory Reports,
and the other documents concerning the items on the agenda will be available to the
public, according to the terms provided for by the rules of law and regulations, at
the Company's Registered Office, on the website of the authorized storage mechanism
"eMarket STORAGE" managed by Teleborsa S.r.l. _www.emarketstorage.it/en_ as well as
on the UniCredit website.
In accordance with the current provisions, the Shareholders may obtain a copy of the
documents deposited at the Registered Office at their own expense.
Information concerning the share capital and the shares with voting rights
As of the date of publication of this notice, the fully paid-up share capital of UniCredit
S.p.A. is equal to Euro 21,509,089,303 and is divided into a total of 1,507,953,015
shares with no nominal value. Each share gives the right to one vote.
Website and Company addresses
Any reference made in this document to the Company or to UniCredit website is to be
understood as a reference, also pursuant to the provisions of Article 125-quater of
the TUF, to the following address:
www.unicreditgroup.eu/agm31march2026
The address of UniCredit S.p.A.'s Registered Office is Piazza Gae Aulenti no. 3, Tower
A - 20154 Milan.
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An excerpt of this notice is published in the daily newspapers "Il Sole 24 Ore" and
"MF".
Milan, 23 February 2026
THE CHAIRMAN OF THE BOARD OF DIRECTORS
Pietro Carlo Padoan
For further information on the procedures and conditions for attending the Shareholders'
Meeting, for supplementing the agenda and for submitting pre-meeting questions, Shareholders
- in addition to referring to the laws in force and to the indications on UniCredit's
website - may call the TOLL-FREE NUMBER 800.307.307, operating, on weekdays, from
8:30 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:00 p.m.
For specific information on granting proxies to the Company-Designated Proxy Holder,
the Shareholders may directly contact Computershare S.p.A. at telephone number +390110923200
operating on the same days and at the same times.
Please note that Shareholders holding an equity deposit and enabled to operate in
the UniCredit S.p.A. Internet Banking can request tickets to attend the Shareholders'
Meeting also through this application, it being understood that participation may
take place exclusively through the the Company-Designated Proxy Holder pursuant to
Article 135-undecies of Legislative Decree No. 58/98.
Contacts
Investor Relations
e mail: investorrelations@unicredit.eu
Media Relations
e mail: mediarelations@unicredi.eu
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RB-W: Notice of call
