UniCredit is a pan-European Commercial Bank with a unique service offering in Italy, Germany, Central and Eastern Europe. Our purpose is to empower communities to progress, delivering the best-in-class for all stakeholders, unlocking the potential of our clients and our people across Europe.
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The Board of Directors, which met on 20 February 2025, resolved to change the date of the Shareholders' Meeting, previously scheduled for 10 April 2025, to 27 March 2025.
The updated financial calendar is available on the Group website: https://www.unicreditgroup.eu
Milan, 20 February 2025
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
UniCredit S.p.A. Board of Directors approves draft Company's Financial Statements and Consolidated Financial Statements as of 31 December 2024
PRESS RELEASE
20 February 2025
PRICE SENSITIVE
Based on the Board of Directors' approval of the financial results as of 31 December 2024, disclosed to the market on 11 February 2025, the Board of Directors of UniCredit S.p.A., in today's meeting, approved:
the Draft Company's Financial Statements and the Consolidated Financial Statements as of 31 December 2024, recording a net profit for Euro 8,106 million for UniCredit S.p.A. and a net profit for Euro 9,719 million at Consolidated level;
the Board of Directors' Reports to the Shareholders' Meeting - to be held on 27 March 2025 - related to the following proposals:
- approval of the 2024 Company Financial Statement of UniCredit S.p.A.;
- allocation of the 2024 net profit of UniCredit S.p.A. that envisages - among other items - the distribution of a cash dividend for Euro 2,285,538,000, corresponding to Euro 1.47641 per share;
- elimination of negative reserves for the components not subject to change by means of their definitive coverage, by use of available reserves;
- purchase of a maximum no. 110,000,000 of UniCredit shares, to allow the execution of a Share Buy Back Program regarding the completion of the 2024 distributions (i.e the second tranche of the "Share Buy-Back Programme 2024" - the "2024 Residual SBB") for a maximum amount of Euro 3,574,426,000 with the aim to pursue the actions and targets envisaged by the 2022-2024 strategic plan "UniCredit Unlocked" in terms of shareholder remuneration.
The authorization to purchase is requested until the earlier of (i) the term of 18 (eighteen) months from the authorizing resolution of the Shareholders' Meeting; and (ii) the date of the shareholders' meeting that will be called to approve the financial statements for the year ending December 31, 2025.
The share purchases must be carried out at a price that will be determined on a case-by-case basis, in compliance with applicable rules, including 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, on the day prior to the execution of each individual purchase transaction.
The purchase transactions which are the subject of the authorization requested to the Shareholders’ Meeting will be carried out (indicatively in more transactions) in accordance with the procedures regulated pursuant to Article 132 of the Italian Consolidated Financial Act, Article 144-bis of the Consob Issuers’ Regulation no. 11971/99 and more generally by the applicable rules, in force from time to time and may be carried out in compliance with the conditions provided by Article 3 of Delegated Regulation (EU) No. 1052/2016 in order to benefit, where the conditions exist, from the exemption under Article 5 of Regulation (EU) no. 596/2014 and the related implementing provisions.
At the date of this report, UniCredit not holds treasury shares in the portfolio.
Subject to the approval of the abovementioned Shareholders' Meeting, the Company: (i) will proceed with the cash dividend distribution that envisages an ex-dividend date on 22 April 2025, a record date on 23 April 2025 and a payment date on 24 April 2025; (ii) intends to launch the purchases of the 2024 Residual SBB with the prior approval of the Supervisory Authorities and after the completion of BPM offer.
For further information please see the Directors’ Reports for the Shareholders’ Meeting, which will be made available within the deadlines provided by law.
As already disclosed to the market on 11 February 2025, an interim FY25 cash dividend is expected to be paid in November 2025.
[1] The overall €3,726 million cash dividend (of these, €1,440 million already paid as interim dividend in November 2024) corresponds to a dividend per share (DPS) equal to €2.4025 calculated as €0.9261 interim DPS paid in November 2024, plus €1.4764 preliminary final DPS, calculated as of 20 February 2025 based on the best estimate of the expected number of shares eligible for dividend payment at payment date. The definitive final DPS will be communicated according to the ordinary procedure
Milan, 20 February 2025
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
On 20 February 2025 the UniCredit Board of Directors’ Meeting has passed, inter alia, the following resolutions:
CALL FOR THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
The UniCredit Board of Directors has decided to call an Ordinary and Extraordinary Shareholders' Meeting in Milan, in a single call, to be held on 27 March 2025 (previously scheduled for 10 April 2025) to agree resolutions on the following matters:
Ordinary part
Approval of the 2024 financial statements
Allocation of the net profit of the year 2024
Elimination of negative reserves for the components not subject to change by means of their definitive coverage
Authorisation to purchase treasury shares aimed at remunerating the shareholders. Consequent and inherent resolutions
Integration of the Board of Directors
2025 Group Remuneration Policy
Remuneration Report
2025 Group Incentive System
Extraordinary part
Proposal to grant the Board of Directors, pursuant to Art. 2443 of the Italian Civil Code, with the power, to be exercised within 31 December 2025, to increase the share capital, in one or more tranches and in a divisible form, without pre-emption right pursuant to Art. 2441, paragraph 4, first sentence, of the Italian Civil Code, and with issuance of maximum no. 278,000,000[1] 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 functional to a voluntary public exchange offer (offerta pubblica di scambio volontaria) on all the ordinary shares of Banco BPM S.p.A.; subsequent amendment of Art. 6 of the Company’s by-laws; related and subsequent resolutions
Cancellation of treasury shares with no reduction of share capital; consequent amendment of Article 5 of the Articles of Association. Related and consequent resolutions
Delegation to the Board of Directors to carry out a free capital increase by a maximum of 1,540 UniCredit ordinary shares to service the 2019 Group Incentive System and consequent integration of clause 6 of the Articles of Association
Delegation to the Board of Directors to carry out a free capital increase by a maximum of 250,000 UniCredit ordinary shares to service the 2020 Group Incentive System and other forms of variable compensation and consequent integration of clause 6 of the Articles of Association
Delegation to the Board of Directors to carry out a free capital increase by a maximum of 850,000 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
Delegation to the Board of Directors to carry out a free capital increase by a maximum of 600,000 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
Delegation to the Board of Directors to carry out a free capital increase by a maximum of 3,300,000 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
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 2020-2023 LTI Plan and consequent integration of clause 6 of the Articles of Association
PROPOSALS TO BE SUBMITTED TO THE ORDINARY SHAREHOLDERS' MEETING
1. Approval of the 2024 Financial Statements
The draft of the Company’s financial statement of UniCredit S.p.A., as of 31 December 2024 will be submitted for approval. For further details please refer to the specific press release published today on the Company’s website www.unicreditgroup.eu.
The 2024 draft financial statement of UniCredit S.p.A., together with the reports required by law as well as the 2024 consolidated financial, will be published, within the time limits provided for by the current legislation, also on the Company’s website www.unicreditgroup.eu.
2. Allocation of the net profit of the year 2024
During the Shareholders’ Meeting, the distribution of a dividend from allocation of the 2024 net profit will be proposed. In this regard please refer to the relevant Directors’ Report which will be published within the time limits provided for by the current legislations also on the Company’s website (www.unicreditgroup.eu). For further details please refer to the specific press release published today on the Company’s website www.unicreditgroup.eu.
3. Elimination of negative reserves for the components not subject to change by means of their definitive coverage
During the Shareholders’ Meeting, the coverage of the negative reserves from available reserves will be proposed. In this regard please refer to the relevant Directors’ Report which will be published within the time limits provided for by the current legislations also on the Company’s website www.unicreditgroup.eu.
4. Authorisation to purchase treasury shares aimed at remunerating the shareholders. Consequent and inherent resolutions
The Shareholders’ Meeting will be requested to grant the Board of Directors of UniCredit with the power to purchase UniCredit ordinary shares, subject to the required authorization from the European Central Bank, in order to enable the Board of Directors to carry out the activities and purposes envisaged by the strategic plan “UniCredit Unlocked” in terms of Shareholders’ remuneration.
The reasons as well as the terms and conditions of the buy-back programme will be specified in detail in the Directors’ report which will be published, within the terms set out in the applicable regulation, also on the Company’s website. Please also refer to the press release on the approval of the Draft Financial Statements published today on the Company’s website www.unicreditgroup.eu.
5. Integration of the Board of Directors
Following the resignation from the office of the non-executive and independent Director Mr. Marcus Johannes Chromik, effective from 11 December 2024, the Shareholders' Meeting is called to resolve upon the integration of the Board of Directors by appointing a new Director, who will not be a member of the Audit Committee and will hold the office until the expiration of the current Board of Directors. In this regard, please refer to the relevant Directors' Report, which will be published within the time limits provided by the current regulations also on the Company's website www.unicreditgroup.eu.
6. 2025 Group Remuneration Policy
In order to fulfil the Law requirements currently in force, the 2025 Group Remuneration Policy, which sets out the principles and standards applied by UniCredit to define, implement and monitor the compensation praxis, plans and programs of the Group, will be submitted to the Shareholders' Meeting. The 2025 Group Remuneration Policy will be made available to the public, within the time limits provided by the current legislation, also on the Company's website www.unicredigroup.eu.
7. Remuneration Report
In order to fulfil the Law requirements currently in force, the Remuneration Report, which provides all relevant Group compensation-related information on the remuneration policies, practices and outcomes, will be submitted to the Shareholders' Meeting. The Remuneration Report will be made available to the public, within the time limits provided by the current legislation, also on the Company's website www.unicredigroup.eu.
8. 2025 Group Incentive System
The adoption of the 2025 Group Incentive System, which, as required by national and international Regulatory Authorities, provides for the allocation of an incentive - in cash and/or in equity instruments - will be submitted to the Shareholders' Meeting. This is subject to the achievement of specific performance conditions over a multi-year period, granted to a selected group of UniCredit Group employees.
To illustrate the above-mentioned 2025 incentive system, pursuant to Section 114-bis of the Legislative Decree no. 58 of 24 February 1998, the disclosure document as of Section 84-bis of Consob Regulation no.11971/99, will be made available to the public, together with the Directors' Report on the 2025 Group Incentive System, within the time limits provided by the current legislation also on the Company's website www.unicredigroup.eu.
PROPOSALS TO BE SUBMITTED TO THE EXTRAORDINARY SHAREHOLDER MEETING
1. Proposal to grant the Board of Directors, pursuant to Art. 2443 of the Italian Civil Code, with the power, to be exercised within 31 December 2025, to increase the share capital, in one or more tranches and in a divisible form, without pre-emption right pursuant to Art. 2441, paragraph 4, first sentence, of the Italian Civil Code, and with issuance of maximum no. 278,000,000[2] 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 functional to a voluntary public exchange offer (offerta pubblica di scambio volontaria) on all the ordinary shares of Banco BPM S.p.A.; subsequent amendment of Art. 6 of the Company’s by-laws; related and subsequent resolutions
The Extraordinary Shareholders' Meeting is convened to approve the proposal to grant the Board of Directors with the power to increase the share capital of UniCredit S.p.A., pursuant to art. 2443 Italian Civil Code, to be paid-out through the contribution in kind of the Banco BPM S.p.A.’ shares tendered to voluntary public exchange offer launched by UniCredit S.p.A. pursuant to and for the purposes of Article 102 and Article 106, paragraph 4, of the Italian Consolidated Financial Act, for all of the ordinary shares of Banco BPM S.p.A., as disclosed with notice dated 25 November 2024 in accordance with art. 102 Italian Consolidated Financial Act.
2. Cancellation of treasury shares with no reduction of share capital; consequent amendment to clause 5 of the Articles of Association. Consequent and inherent resolutions
The Shareholders’ Meeting will be requested to cancel the treasury shares that will be purchased under the above authorization referred to in item no. 4 of the agenda of the Ordinary Shareholders’ Meeting, for this purpose granting the Board of Directors with the power to carry out such cancellation.
Taking into account that UniCredit’s ordinary shares have no nominal value, the cancellation will be carried out with no reduction of the nominal value of UniCredit’s share capital and will be carried out solely by reducing the number of existing shares, with a consequent increase of their accounting par value.
3. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 1,540 UniCredit ordinary shares to service the 2019 Group Incentive System and consequent integration of clause 6 of the Articles of Association
In line with the indications of the national and international supervisory authorities and the guidelines contained in the European directive CRD V (Capital Requirements Directive), the instrument for implementing the 2019 Group Incentive System has been identified in the resolution in 2026 by the Board of Directors, by power granted by the Shareholders' Meeting pursuant to Art. 2443 of the Italian Civil Code, of a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, through the issue of maximum 1,540 ordinary shares, corresponding to the sixth tranche of the deferral scheme, to be assigned to the beneficiaries of the System. The Shareholders' Meeting will be also called upon to resolve on the consequent amendment of the Articles of Association. In that regard, please refer to the relevant Directors' Report, which will be published within the time limits provided for by the current legislation also on the Company's website www.unicredigroup.eu.
4. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 250,000 UniCredit ordinary shares to service the 2020 Group Incentive System and other forms of variable compensation and consequent integration of clause 6 of the Articles of Association
In line with the indications of the national and international supervisory authorities and the guidelines contained in the European directive CRD V (Capital Requirements Directive), the instrument for implementing the 2020 Group Incentive System has been identified in the resolution - in one or more instances in 2026 - by the Board of Directors, by power granted by the Shareholders' Meeting pursuant to Art. 2443 of the Italian Civil Code, of a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, through the issue of maximum 250,000 ordinary shares, corresponding to the fifth tranche of the deferral scheme, to be assigned to the beneficiaries of the System. The Shareholders' Meeting will be also called upon to resolve on the consequent amendment of the Articles of Association. In that regard, please refer to the relevant Directors' Report, which will be published within the time limits provided for by the current legislation also on the Company's website www.unicredigroup.eu.
5. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 850,000 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
In line with the indications of the national and international supervisory authorities and the guidelines contained in the European directive CRD V (Capital Requirements Directive), the instrument for implementing the 2022 Group Incentive System has been identified in the resolution - in one or more instances in 2026 - by the Board of Directors, by power granted by the Shareholders' Meeting pursuant to Art. 2443 of the Italian Civil Code, of a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, through the issue of maximum 850,000 ordinary shares, corresponding to the second tranche of the deferral scheme, to be assigned to the beneficiaries of the System. The Shareholders' Meeting will be also called upon to resolve on the consequent amendment of the Articles of Association. In that regard, please refer to the relevant Directors' Report, which will be published within the time limits provided for by the current legislation also on the Company's website www.unicredigroup.eu.
6. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 600,000 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
In line with the indications of the national and international supervisory authorities and the guidelines contained in the European directive CRD V (Capital Requirements Directive), the instrument for implementing the 2023 Group Incentive System has been identified in the resolution - in one or more instances in 2026 - by the Board of Directors, by power granted by the Shareholders' Meeting pursuant to Art. 2443 of the Italian Civil Code, of a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, through the issue of maximum 600,000 ordinary shares, corresponding to the second tranche of the deferral scheme, to be assigned to the beneficiaries of the System. The Shareholders' Meeting will be also called upon to resolve on the consequent amendment of the Articles of Association. In that regard, please refer to the relevant Directors' Report, which will be published within the time limits provided for by the current legislation also on the Company's website www.unicredigroup.eu.
7. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 3,300,000 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
In line with the indications of the national and international supervisory authorities and the guidelines contained in the European directive CRD V (Capital Requirements Directive), the instrument for implementing the 2024 Group Incentive System has been identified in the resolution - in one or more instances in 2026 - by the Board of Directors, by power granted by the Shareholders' Meeting pursuant to Art. 2443 of the Italian Civil Code, of a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, through the issue of maximum 3,300,000 ordinary shares, corresponding to the first tranche of the deferral scheme, to be assigned to the beneficiaries of the System. The Shareholders' Meeting will be also called upon to resolve on the consequent amendment of the Articles of Association. In that regard, please refer to the relevant Directors' Report, which will be published within the time limits provided for by the current legislation also on the Company's website www.unicredigroup.eu.
8. 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 2020-2023 LTI Plan and consequent integration of clause 6 of the Articles of Association
In line with the indications of the national and international supervisory authorities and the guidelines contained in the European directive CRD V (Capital Requirements Directive), the instrument for implementing the 2020-2023 LTI Plan has been identified in the resolution - in one or more instances in 2026 - by the Board of Directors, by power granted by the Shareholders' Meeting pursuant to Art. 2443 of the Italian Civil Code, of a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, through the issue of maximum 650,000 ordinary shares, corresponding to the second tranche of the deferral scheme, to be assigned to the beneficiaries of the System. The Shareholders' Meeting will be also called upon to resolve on the consequent amendment of the Articles of Association. In that regard, please refer to the relevant Directors' Report, which will be published within the time limits provided for by the current legislation also on the Company's website www.unicredigroup.eu.
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The Notice of call will be published within the terms and conditions provided for by current law provisions
Milan, 20 February 2025
Enquiries
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
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.
[1] Considering the dividend distribution proposals for the 2024 financial year recently approved by the Boards of Directors of UniCredit and BPM, and not yet approved by their respective shareholders' meetings, the maximum number of UniCredit shares to be issued in connection with the Offer has been increased from 266,000,000 to 278,000,000 only to ensure capacity in all theoretical scenarios of the adjustment of the Consideration (as indicated in the Offer Notice) that may arise as a result of a potential misalignment in the payment of dividends by UniCredit and/or BPM before the completion of the Offer.
[2] Considering the dividend distribution proposals for the 2024 financial year recently approved by the Boards of Directors of UniCredit and BPM, and not yet approved by their respective shareholders' meetings, the maximum number of UniCredit shares to be issued in connection with the Offer has been increased from 266,000,000 to 278,000,000 only to ensure capacity in all theoretical scenarios of the adjustment of the Consideration (as indicated in the Offer Notice) that may arise as a result of a potential misalignment in the payment of dividends by UniCredit and/or BPM before the completion of the Offer.
VOLUNTARY PUBLIC EXCHANGE OFFER LAUNCHED BY UNICREDIT S.P.A. ON ALL ORDINARY SHARES OF BANCO BPM S.P.A.
PRESS RELEASE
Milan, 20 February 2025 - With reference to the notice pursuant to art. 102, paragraph 1 of the Italian Consolidated Financial Act and art. 37 of the Issuers’ Regulation published on 25 November 2024 in relation to the promotion of a voluntary public exchange offer pursuant to and for the purposes of artt. 102 and 106, paragraph 4, of the Italian Consolidated Financial Act (the “Offer”) for all of the ordinary shares of Banco BPM S.p.A. (“BPM”), the Board of Directors of UniCredit S.p.A., held on 20 February 2025, resolved, inter alia, to convene the shareholders meeting in Milan, on 27 March 2025 (previously convened on 10 April 2025), in single call, in order to resolve in the extraordinary session upon, inter alia, the proposal to grant the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, with the power, to be exercised within 31 December 2025, to increase the share capital, in one or more tranches and in a divisible form, without pre-emption right pursuant to art. 2441, paragraph 4, first sentence, of the Italian Civil Code, and with issuance of maximum no. 278,000,0001 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 since it its functional to the Offer.
This press release is disclosed pursuant to art. 36 of the Issuers’ Regulation.
The notice of call shall be published with the timing and modalities required by the applicable regulations.
1 Considering the dividend distribution proposals for the 2024 financial year recently approved by the Boards of Directors of UniCredit and BPM, and not yet approved by their respective shareholders' meetings, the maximum number of UniCredit shares to be issued in connection with the Offer has been increased from 266,000,000 to 278,000,000 only to ensure capacity in all theoretical scenarios of the adjustment of the Consideration (as indicated in the Offer Notice) that may arise as a result of a potential misalignment in the payment of dividends by UniCredit and/or BPM before the completion of the Offer.
* * *
THIS PRESS RELEASE DOES NOT CONSTITUTE THE EXTENSION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE (OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE), ANY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION AND ANY SUCH OFFER (OR SOLICITATION) MAY NOT BE EXTENDED IN ANY SUCH JURISDICTION.
The public voluntary exchange offer described in this press release (the “Offer”) will be promoted by UniCredit S.p.A. (the “Offeror” or “UniCredit”) over the totality of the ordinary shares of Banco BPM S.p.A. (“BPM”).
This press release does not constitute an offer to buy or sell BPM’s shares.
The Offer will be launched in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Banco BPM S.p.A.. The Offer will be promoted in Italy as BPM’s shares are listed on the Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.
The Offer is not as of today being made in the United States (or will not be directed at U.S. Persons, as defined in Regulation S under the U.S. Securities Act of 1933, as subsequently amended (the “U.S. Securities Act”)), Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction (“Other Countries”). The Offeror reserves the right to extend the Offer in the United States exclusively to certain professional investors who qualify as Qualified Institutional Buyers, as defined in Rule 144A under the U.S. Securities Act, by way of a private placement in compliance with United States federal laws and regulations concerning the offer of financial instruments and with United States laws concerning tender offers, insofar as applicable. Such potential extension of the Offer in the United States would occur by way of a separate offer document restricted to Qualified Institutional Buyers.
A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.
Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This press release and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act, or are exempt from registration. Financial instruments offered in the context of the transaction described in this press release 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. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.
This press release may only be accessed in or from the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as forming part of United Kingdom law by virtue of 'European Union (Withdrawal) Act 2018, as amended, and who (i) have professional experience in investment matters under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Decree”); or (ii) are persons who have a high net worth and who fall within article 49(2)(a) - (d) of the Decree (the aforementioned subjects, jointly, the “Relevant Persons”). Any investment activity to which this document refers is available only to Relevant Persons.
Financial Instruments described in this press release are made available only to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person
UniCredit informs that, following the free capital increase referred to in the press release of 19 February 2025, the Articles of Association, amended to clauses 5 and 6, were published today in the appropriate section of the Company’s website (www.unicreditgroup.eu/Articles of Association) as well as on the website of the authorised storage mechanism "eMarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.com) and are available to shareholders at the Company’s Registered Office in Milan.
Milan, 20 February 2025
Contacts:
Media Relations: e-mail: MediaRelations@unicredit.eu
Investor Relations: e-mail: InvestorRelations@unicredit.eu
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