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Today UniCredit S.p.A. Ordinary and Extraordinary Shareholders' Meeting was held in
Milan and approved the following resolutions.
Ordinary part
Approval of the 2025 Financial Statements
The Shareholders' Meeting has approved, with 98.65 per cent of the share capital present
and entitled to vote, the Financial Statements of UniCredit S.p.A as at 31 December
2025, along with the Reports of the Board of Directors, the External Auditors and
the Audit Committee.
Allocation of the net profit of the year 2025
The Shareholders' Meeting, in reference to the decisions taken upon approval of the
2025 Financial Statements of UniCredit S.p.A., and on the basis of the result for
the year 2025 of 8,120,638,933.98, resolved, with 99.97per cent of the share capital
present and entitled to vote, to allocate the net profit as follows:
- to cover the interim dividend paid on 26 November 2025, for a total amount of 2,171,674,000.00;
- to the Shareholders' distribution a dividend equal to 1.7208 for each outstanding
share and entitled to dividend at payment date, for a maximum amount of 2,578,326,000.00;
- to social, charity and cultural initiatives in favor of UniCredit Foundation an
amount of 35,000,000.00;
- to the Reserve for social, charity and cultural initiatives aimed at the social
and labour inclusion of young people, the promotion of education, the support for
communities most impacted by the energy transition and fostering innovation as a driver
of sustainable development and societal progress, an amount of 2,500,000.00
- to the Reserve related to the medium-term incentive program for Group Staff for
an amount of 55,000,000.00;
- to the Statutory Reserve the remaining amount.
Notice of dividend payment
The Dividend will be paid, in accordance with the applicable laws and regulations,
on 22 April 2026 with the "ex-dividend date" _coupon n° 12_ on 20 April 2026, through
the Intermediaries participating in the Monte Titoli centralized settlement service.
Pursuant to art. 83-terdecies of Legislative Decree n. 58/1998, the shareholders entitled
to receive the dividend will be those with evidenced ownership at the end of the accounting
day of 21 April 2026 _record date_.
Elimination of negative reserves for the components not subject to change by means
of their definitive coverage
The Shareholders' Meeting approved, with 99.98 per cent of the share capital present
and entitled to vote, the coverage of the negative reserves for a total of 815,956,941.55
through use of the Statutory Reserve for i_ 309,289,294.00 with reference to the tax
step-up of the "extra profits" reserve pursuant to Law no. 136/2023, ii_ 297,037,675.63
with reference to the coupon payments in 2025 related to Additional Tier 1 capital
instruments and - the early repayment of the Additional Tier 1 instrument issued in
2017, iii_ 205,688,008.37 with reference to the payments in 2024 related to the usufruct
contract connected to the "Cashes" financial instruments and iv_ 3,941,963.55 with
reference to the payments under the Employee Stock Ownership Plan approved up to 2017.
Authorisation to purchase treasury shares aimed at remunerating the shareholders.
Consequent and inherent resolutions
The Shareholders' Meeting, with 99.63 per cent of the share capital present and entitled
to vote, authorised the Board of Directors, pursuant to Article 2357 of the Italian
Civil Code and Article 132 of Legislative Decree 58/1998 _"Italian Consolidated Financial
Act"_ and the relevant implementing regulations, including the Regulations adopted
by Consob Resolution No. 11971 of May 14, 1999, as amended _the "Issuers' Regulations"_,
to make purchases, even in more transactions, for a maximum number of shares of the
Company equal to 100,000,000, subject to authorisation by the European Central Bank
_"ECB"_.
The purchases of UniCredit shares may be carried out and therefore completed within
the earliest of: _a_ the term of 18 _eighteen_ months from the date of this shareholder's
meeting resolution; and _b_ the date of the shareholders' meeting which will be called
to approve the financial statements for the year ending on 31 December 2026.
The purchases of UniCredit shares must be carried at a price that will be determined
on a case-by-case basis, in compliance with Italian and European Union rules, also
with regulatory requirements, in force from time to time, it being understood that
the purchase price cannot diverge downwards or upwards by more than 10% from the official
price registered by the UniCredit share in the trading session of Euronext Milan,
organized and managed by Borsa Italiana S.p.A., on the day prior to the execution
of each individual purchase transaction.
The authorisation of treasury shares is part of the initiatives outlined by the Company
functional to implement its shareholders' remuneration policies.
2026 Group Remuneration Policy
The Shareholders' Meeting approved, with 93.42 per cent of the share capital present
and entitled to vote, the 2026 Group Remuneration Policy which defines the principles
and standards which UniCredit applies in designing, implementing and monitoring the
Group compensation practices, plans and systems.
Remuneration Report
The Shareholders' Meeting approved, with 64.50 per cent of the share capital present
and entitled to vote, the Remuneration Report which provides Group compensation-related
detailed information on the remuneration policies, practices and outcomes.
2026 Group Incentive System
The Shareholders' Meeting approved, with 96.38 per cent of the share capital present
and entitled to vote, the adoption of the 2026 Group Incentive System which, as required
by national and international Authorities, provides for the allocation of an incentive
in cash and/or UniCredit ordinary shares to be granted, subject to the achievement
of specific performance conditions over a multi-year period to a selected group of
UniCredit Group employees.
Extraordinary part
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
The Shareholders' Meeting, with 99.73 per cent of the share capital present and entitled
to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil
Code, approving the consequent amendments to the UniCredit Articles of Association,
the authority to resolve - in 2027 - to carry out a free capital increase, as allowed
by Section 2349 of the Italian Civil Code, through the issuance of maximum of 247
ordinary shares, to be assigned to the beneficiaries of the 2020 Group Incentive System.
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
The Shareholders' Meeting, with 99.73 per cent of the share capital present and entitled
to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil
Code, approving the consequent amendments to the UniCredit Articles of Association,
the authority to resolve - in one or more occasions in 2027 - to carry out a free
capital increase, as allowed by Section 2349 of the Italian Civil Code, through the
issuance of maximum of 650,000 ordinary shares, to be assigned to the beneficiaries
of the 2021 Group Incentive System and for other forms of variable remuneration.
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
The Shareholders' Meeting, with 78.20 per cent of the share capital present and entitled
to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil
Code, approving the consequent amendments to the UniCredit Articles of Association,
the authority to resolve - in one or more occasions in 2027 - to carry out a free
capital increase, as allowed by Section 2349 of the Italian Civil Code, through the
issuance of maximum of 1,750,000 ordinary shares, to be assigned to the beneficiaries
of the 2022 Group Incentive System and for other forms of variable remuneration.
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
The Shareholders' Meeting, with 99.73 per cent of the share capital present and entitled
to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil
Code, approving the consequent amendments to the UniCredit Articles of Association,
the authority to resolve - in one or more occasions in 2027 - to carry out a free
capital increase, as allowed by Section 2349 of the Italian Civil Code, through the
issuance of maximum of 750,000 ordinary shares, to be assigned to the beneficiaries
of the 2023 Group Incentive System and for other forms of variable remuneration.
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
The Shareholders' Meeting, with 99.72 per cent of the share capital present and entitled
to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil
Code, approving the consequent amendments to the UniCredit Articles of Association,
the authority to resolve - in one or more occasions in 2027 - to carry out a free
capital increase, as allowed by Section 2349 of the Italian Civil Code, through the
issuance of maximum of 450,000 ordinary shares, to be assigned to the beneficiaries
of the 2024 Group Incentive System and for other forms of variable remuneration.
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
The Shareholders' Meeting, with 99.56 per cent of the share capital present and entitled
to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil
Code, approving the consequent amendments to the UniCredit Articles of Association,
the authority to resolve - in one or more occasions in 2027 - to carry out a free
capital increase, as allowed by Section 2349 of the Italian Civil Code, through the
issuance of maximum of 1,650,000 ordinary shares, to be assigned to the beneficiaries
of the 2025 Group Incentive System and for any other forms of remuneration.
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
The Shareholders' Meeting, with 99.73 per cent of the share capital present and entitled
to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil
Code, approving the consequent amendments to the UniCredit Articles of Association,
the authority to resolve - in one or more occasions in 2027 - to carry out a free
capital increase, as allowed by Section 2349 of the Italian Civil Code, through the
issuance of maximum of 550,000 ordinary shares, to be assigned to the beneficiaries
of the 2020-2023 LTI Plan.
Cancellation of treasury shares with no reduction of share capital; consequent amendment
of Article 5 of the Articles of Association. Related and consequent resolutions
The Shareholders' Meeting approved, with 99.88 per cent of the share capital present
and entitled to vote, the cancellation of all UniCredit shares that may be purchased
on the basis of today's authorization granted by the Shareholders' Meeting in ordinary
session referred to in item n. 4 of the agenda to the Board of Directors for the purchase
of UniCredit shares, up to a maximum total of no more than 100,000,000 shares. The
aforementioned cancellation will have no effect on the Company's shareholders' equity,
without prejudice to the amount of the share capital, with a consequent automatic
increase in the "implicit accounting parity" of the shares issued by the Company.
The Shareholders' Meeting also approved the amendments to Article 5 of the Articles
of Association necessary for the implementation of this resolution.
For a complete view of the voting outcome, please refer to the "Summary report of
the votes" which will be published within the terms of the law on the Company's website.
It should also be noted that the minutes of the meeting will be published on the Company's
website as well as on the website of the authorised storage mechanism "eMarket STORAGE"
managed by Teleborsa S.r.l. _www.emarketstorage.it/en_ and will be made available
to shareholders at the Company's registered office in Milan in accordance with the
terms provided for by current legislation.
Milan, 31 March 2026
Enquiries:
Media Relations
e-mail: mediarelations@unicredit.eu
Investor Relations
e-mail: investorrelations@unicredit.eu
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RB-W: Shareholders' Meeting 
