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Milan, 10 September 2026 - The Board of Directors of UniCredit S.p.A. _"UniCredit"_
has today unanimously resolved to exercise the delegation granted by the Extraordinary
Shareholders' Meeting of 4 May 2026 pursuant to Article 2443 of the Italian Civil
Code for a share capital increase against payment, in a divisible manner, with the
exclusion of the pre-emptive right pursuant to Article 2441, paragraph 4, first sentence,
of the Italian Civil Code. The share capital increase is reserved to the voluntary
public takeover offer launched by UniCredit on all the ordinary shares of Commerzbank
Aktiengesellschaft _"Commerzbank"_ not directly held by UniCredit _the "Offer"_. The
Offer was announced pursuant to Section 10_1_, first sentence, launched by submission
to BaFin of the offer document pursuant to Sections 34 and 14_1_, first sentence,
and published pursuant to Sections 14_2_ and 14_3_ of the WpÜG, on the terms set out
in the offer document published on 5 May 2026.
The share capital increase reserved to the Offer will be executed on the payment date
of the Offer consideration, subject to the fulfilment _or waiver, in whole or in part,
if applicable_ of the conditions to the Offer.
In connection with the resolution, the Board of Directors of UniCredit has also provided
the information pursuant to article 2343-quater, paragraph 3, letters a_, b_, c_ and
e_, of the Italian Civil Code.
UniCredit shareholders representing, as of the date of the resolution, at least one-twentieth
of the share capital, in the amount before the increase, may exercise their right
pursuant to article 2443, paragraph 4, of the Civil Code, within thirty days from
the registration of the resolution.
In accordance with applicable laws, the following documents are available to the public
at the Company's Registered Office, on the website of the authorized storage mechanism
managed by Teleborsa S.r.l. _www.emarketstorage.it/en_ as well as on UniCredit website
_www.unicreditgroup.eu/egm4may2026_: _i_ the explanatory report of the Board of Directors;
_ii_ the fairness opinion of the audit firm, KPMG S.p.A., on the issue price; _iii_
the valuation report by the independent expert PricewaterhouseCoopers Business Services
S.r.l. on the Commerzbank shares to be contributed.
The minutes of the Board of Directors' meeting have been filed today for registration
with the Milan Monza Brianza Lodi Company Register and will be made available to the
public within the terms provided by applicable laws at the Registered Office, through
the authorized storage mechanism _www.emarketstorage.it/en_ and on the website www.unicreditgroup.eu/egm4may2026.
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
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UNI-EN: The Board of Directors of UniCredit resolves the share capital increase reserved for
the voluntary takeover offer launched by UniCredit S.p.A. on all the shares of Commerzbank
Aktiengesellschaft
