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The Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held today in Milan
and approved the following resolutions
1. Amendments to the Articles of Association: amendment to Article 20 and insertion
of new Article 20-bis.
The Shareholders' Meeting, with the favorable vote of 99.79% of the share capital
represented at the meeting and entitled to vote, approved the amendments to the Articles
of Association aimed at updating them in line with the provisions introduced by the
"Capital Markets Law" _Law No. 21 of 5 March 2024_, Legislative Decree No. 47 of 27
March 2026 and the related implementing regulations. In particular, the Shareholders'
Meeting approved the inclusion of new Article 20-bis in the Articles of Association,
updating the rules governing the submission of a slate by the outgoing Board of Directors,
a right already envisaged in the Articles of Association, in connection with the renewal
of the management body, and regulating the procedures for the allocation of seats
should such slate receive the highest number of votes. In addition, coordinating and
updating amendments to Article 20 of the Articles of Association were approved.
2. Proposal to grant the Board of Directors, pursuant to Article 2420-ter of the Italian
Civil Code, the power, to be exercised within 5 _five_ years from the shareholders'
resolution, to issue, pursuant to Article 2420-bis of the Italian Civil Code, in one
or more occasions and with exclusion of pre-emption rights, bonds convertible into
ordinary shares of UniCredit _Perpetual Contingent Convertible Additional Tier 1 Notes_denominated
in USD for a maximum equivalent amount of Euro 5,000,000,000.00 calculated on the
basis of the exchange rate in effect on the date of each issuance, addressed to institutional
investors and, consequently, to increase the share capital with exclusion of pre-emption
rights pursuant to Article 2441, fifth paragraph, of the Italian Civil Code, for an
amount _including share premium_ that may not exceed, for each convertible bond, the
EUR equivalent of the Company's relevant debt at the time of such conversion, through
the issuance of ordinary shares with regular dividend rights and having the same characteristics
as the ones outstanding as of the issue date, whose issue price will be determined
by the Board of Directors in accordance with Article 2441, sixth paragraph, of the
Italian Civil Code; consequent amendment of Clause 6 of the Articles of Association;
related and consequent resolutions.
The Shareholders' Meeting approved, with the favorable vote of 97.39% of the share
capital represented at the meeting and entitled to vote, the granting to the Board
of Directors of the authority to issue, on one or more occasions and within five years
from the date of the shareholders' resolution, perpetual Additional Tier 1 _AT1_ debt
instruments convertible into UniCredit ordinary shares upon the occurrence of specified
regulatory trigger events _Perpetual Contingent Convertible Additional Tier 1 Notes_,
with the exclusion of pre-emption rights and intended for institutional investors.
The bonds will be denominated in United States dollars for an aggregate maximum equivalent
amount of EUR 5 billion, calculated on the basis of the exchange rate prevailing on
the date of each issuance.
The conversion of each issued instrument is contingent upon the occurrence of a Trigger
Event _reduction of UniCredit's CET 1 capital ratio, on an individual or consolidated
basis, below a threshold defined in compliance with the applicable regulation_.
The delegation also includes the authority to increase the share capital, with the
exclusion of pre-emption rights, to service any conversion of the instruments. The
amount of the capital increase, including any share premium, may not exceed, in respect
of each instrument, the euro equivalent of the Company's related debt outstanding
at the time of conversion. The issue price of the new shares shall be determined by
the Board of Directors pursuant to Article 2441, paragraph 6, of the Italian Civil
Code. The Shareholders' Meeting also approved the consequent amendment to Article
6 of the Articles of Association.
3. 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 5, of the Italian Civil Code, by issuing
maximum no. 10,603,000 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 set-off of the receivables arising from certain Total Return Swap agreements;
subsequent amendment of Art. 6 of the Company's Articles of Association; related and
subsequent resolutions.
The Shareholders' Meeting approved, with the favorable vote of 97.70% of the share
capital represented at the meeting and entitled to vote, the granting to the Board
of Directors of the authority to increase the share capital by 31 December 2027, in
one or more tranches and on a divisible basis, with the exclusion of pre-emption rights
pursuant to Article 2441, paragraph 5, of the Italian Civil Code. The delegation provides
for a maximum nominal amount of EUR 151,304,810, plus any share premium, through the
issuance of up to 10,603,000 UniCredit ordinary shares.
The capital increase is reserved for financial institutions holding claims against
UniCredit arising from the settlement of certain Total Return Swap contracts referencing
Commerzbank AG shares. The new shares will be subscribed for in cash and paid up through
the set-off of the subscription price against such claims, with no contributions in
kind. The issue price shall be determined by the Board of Directors in accordance
with applicable laws and regulations.
The delegation grants the Board of Directors the authority, but not the obligation,
to carry out the capital increase, in whole or in part. The Shareholders' Meeting
also approved the consequent amendment to Article 6 of the Articles of Association.
The effectiveness of the resolutions relating to the delegation and the related amendment
to the Articles of Association is subject to a positive outcome of the assessment
by the European Central Bank pursuant to Articles 56 and 61 of the Italian Banking
Act _Testo Unico Bancario_.
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The amendments to the Articles of Association approved by today's Shareholders' Meeting
in relation to item 1 on the agenda form part of the broader set of initiatives undertaken
by UniCredit to update its corporate governance framework, also in light of the regulatory
developments referred to above.
As part of these initiatives, UniCredit's Board of Directors: -
In July 2026, updated the Board of Directors' and Board Committees' Rules of Procedure,
revising, among other things, Annex B _"Selection Process for Candidates for the Positions
of Chair, Chief Executive Officer and Member of the Board of Directors"_ and Annex
C _"Engagement Policy"_. The document is available on the corporate website https://www.unicreditgroup.eu/en/governance/governance-bodies.html.
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On 17 September 2026, approved - unanimously, with the favorable vote of all independent
directors - the Rules of Procedure required under new Article 125-bis.1 of the Consolidated
Law on Finance _"TUF"_, governing the procedures for holding the Bank's Shareholders'
Meetings. The
"Rules on the Procedures for Holding Shareholders' Meetings", which supplement the
existing Shareholders' Meeting Rules of Procedure approved by the Shareholders' Meeting,
have been published on the corporate website and are available at https://www.unicreditgroup.eu/en/governance/shareholders.html.
Pursuant to Article 11, paragraph 7, of Legislative Decree No. 47 of 27 March 2026,
the new rules governing the procedures for holding Shareholders' Meetings shall apply
to meetings held after 30
September 2026.
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For a complete view of the voting outcome, please refer to the "Summary report of
the votes" which will be published on the Company's website in accordance with applicable
law.
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 applicable
law.
Milan, 21 September 2026
Enquiries:
Media Relations
e-mail: mediarelations@unicredit.eu
Investor Relations
e-mail: investorrelations@unicredit.eu
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UNI-EN: Extraordinary Shareholders' Meeting 
