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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Notice of call
The Extraordinary Shareholders' Meeting of UniCredit S.p.A. _the "Company" or "UniCredit"_
is convened in Milan, at Tower A, Piazza Gae Aulenti, 3, in a single call, on 4 May
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
Extraordinary Part
1. Proposal to grant the Board of Directors, pursuant to Article 2443 of the Italian
Civil Code, with the power, to be exercised within 31 December 2027, to increase the
share capital, in one or more tranches and in a divisible form, without pre-emption
right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil
Code, for a maximum nominal amount of Euro 6,704,080,000, plus share premium, by issuing
maximum no. 470,000,000 ordinary shares, with ordinary rights and the same characteristics
as the shares already outstanding on the issue date, whose issuance price shall be
determined by the Board of Directors pursuant to applicable laws, to be paid up by
way of contribution in kind reserved to a voluntary public takeover offer for all
the ordinary shares of COMMERZBANK Aktiengesellschaft not directly held by UniCredit;
subsequent amendment of Art. 6 of the Company's by-laws; related and subsequent resolutions.
****
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 authorized 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 22 April 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, 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/egm4may2026.
The proxy form with the voting instructions must be submitted, following the instructions
therein, on 29 April 2026. Alternatively, the proxy may be transmitted, by 12:00 p.m.
on 30 April 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/egm4may2026, will be made available by Computershare S.p.A.
from 21 April 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.
****
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 19 April 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 19 April 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 22 April 2026.
UniCredit will publish the proposals received on its website by 21 April 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.
****
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 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 22 April 2026.
Questions that will result to be pertinent to the items on the agenda, will be given
an answer by 28 April 2026 on the Company website _www.unicreditgroup.eu/egm4may2026_.
The Company will not answer questions that do not comply with the above modalities,
due dates and conditions.
Documents for the Shareholders' Meeting
The documentation relating to the item on the agenda - including the explanatory report
of the Board of Directors and the related proposed resolution, as well as the information
document prepared pursuant to Article 70 of the Issuers' Regulation regarding the
delegation to the Board of Directors for the share capital increase - has been made
available to the public concurrently with the publication of this notice of meeting,
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 _www.unicreditgroup.eu/egm4may2026_.
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/egm4may2026
The address of UniCredit S.p.A.'s Registered Office is Piazza Gae Aulenti no. 3, Tower
A - 20154 Milan.
****
An excerpt of this notice is published in the daily newspapers "Il Sole 24 Ore", "Handelsblatt"
and "Financial Times" _European edition_.
Milan, 2 April 2026
THE CHAIRMAN OF THE BOARD OF DIRECTORS
Pietro Carlo Padoan
Financial instruments cannot be offered or sold in the United States unless they have
been registered pursuant to the U.S. Securities Act of 1933, or are exempt from registration.
Financial instruments referred to in this document, including those offered in the
context of the transaction described herein, will not be registered pursuant to the
U.S. Securities Act, and UniCredit does not intend to carry out a public offer of
such financial instruments in the United States.
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 the 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 Company-Designated Proxy Holder pursuant to Article
135-undecies of Legislative Decree No. 58/98.
* * *
The content of this document has a merely informative and provisional nature and is
not to be construed as providing investment advice. The statements contained herein
have not been independently verified. No representation or warranty, either express
or implied, is made as to, and no reliance should be placed on, the fairness, accuracy,
completeness, correctness or reliability of the information contained herein. Neither
UniCredit nor any of its representatives shall accept any liability whatsoever _whether
in negligence or otherwise_ arising in any way in relation to such information or
in relation to any loss arising from its use or otherwise arising in connection with
this document. By accessing these materials, you agree to be bound by the foregoing
limitations.
This press release is neither an offer to sell or purchase nor a solicitation of an
offer to sell or purchase Commerzbank shares. The definite terms and conditions of
the offer, as well as further provisions concerning the offer, will be published in
the offer document once its publication has been approved by the German Federal Financial
Supervisory Authority _Bundesanstalt für Finanzdienstleistungsaufsicht_. Investors
and holders of Commerzbank Shares are strongly advised to read the offer document
and all other documents regarding the offer as soon as they are published, as they
will contain important information.
Subject to the exceptions described in the offer document and any exceptions granted
by the relevant regulatory authorities, an offer is not being made directly or indirectly,
in or into those jurisdictions where to do so would constitute a violation pursuant
to the laws of such jurisdiction.
The offer will exclusively be subject to the laws of the Federal Republic of Germany.
Any agreement that is entered into as a result of accepting the offer will be exclusively
governed by the laws of the Federal Republic of Germany and is to be interpreted in
accordance with such laws.
For Commerzbank shareholders whose place of residence, incorporation or place of habitual
abode is outside of the Federal Republic of Germany, it may be difficult to enforce
rights and claims arising outside of the laws of their country of residency, incorporation
or place of habitual abode, since Commerzbank is incorporated in the Federal Republic
of Ger-many and some or all of its officers and directors may be residents of a country
other than the country of residency, incorporation or place of habitual abode of the
respective shareholders. It may not be possible for such Commerzbank shareholders
to sue a foreign company or its officers or directors for violations of the laws of
their country of residency, incorporation or place of habitual abode in a cour t in
their country of residency, incorporation or place of habitual abode. Further, it
may be difficult to compel a foreign company and its affiliates to subject themselves
to a judgment of a court of their country of residency, incorporation or place of
habitual abode.
Notice to Commerzbank shareholders in the United States
The offer will exclusively be subject to the laws of the Federal Republic of Germany
which differ from the disclosure, procedural, and filing requirements of the US tender
offer rules under the US Securities Exchange Act of 1934, as amended _the Exchange
Act_ for tender offers for the securities of domestic US companies. The Offer will
be made in compliance with applicable US laws and regulations, including Section 14_e_
and Regulation 14E under the Exchange Act.
The new ordinary shares in UniCredit offered as consideration for the tendered Commerzbank
shares will not be registered under the US Securities Act of 1933, as amended _the
Securities Act_, and such shares in UniCredit may not be offered, sold or delivered
within or into the United States, except pursuant to an applicable exemption of, or
in a transaction not subject to, the Securities Act.
Neither the offer nor this press release have been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission in the United
States or any other US regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of the offer, or determined
if the information contained in this press release is adequate, accurate or complete.
Any representation to the contrary is a criminal offense in the United States.
Forward-looking Statements
This press release contains certain forward-looking statements. These statements do
not represent facts and are characterized by words such as "expect", "believe", "estimate",
"intend", "aim", "assume" or similar words. Such statements express our intentions,
opinions or current expectations, with respect to possible future events, e.g. regarding
possible consequences of the offer for Commerzbank and the Commerzbank shareholders
or for future financial results of Commerzbank.
Such forward looking statements are based on the current plans, estimates and forecasts,
which we have made to the best of our knowledge, but do not purport to be correct
in the future. Forward-looking statements are subject to risks and uncertainties that
are difficult to predict and generally cannot be influenced by us. The forward-looking
statements contained in this press release could turn out to be incorrect and future
events and developments could considerably deviate from the forward-looking statements
contained in this press release.
UniCredit is providing the information in this press release as of this date and does
not undertake any obligation to update any forward-looking statements contained in
this press release as a result of new information, future events or otherwise.
* * *
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
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RB-W: Notice of call
