This notice of call supplements and amends the one of the Extraordinary Shareholders' Meeting published on 25 November 2024 following the decisions of the Board of Directors of UniCredit S.p.A. on 20 February 2025.   The additions and changes made concern in particular: -           the date and place of the Shareholders' Meeting, with the time set at 10:00 a.m. remaining unchanged;  -           the convening of the Shareholders' Meeting also in ordinary session, with the related items on the agenda; -           the items on the agenda of the Shareholders' Meeting in extraordinary session.   Below is the text of the notice of call with the additions and amendments underlined.   ******   NOTICE OF CALL     The Shareholders Meeting of UniCredit S.p.A. (the “Company”) is convened in ordinary session and in extraordinary session, in Milan, at “Allianz MiCo”, viale Lodovico Scarampo (reserved entrances “A” and “B” between Gate 6 and Gate 7) on 27 March 2025, at 10:00 a.m., in a single call.   The Meeting is convened to decide on the following   AGENDA   Ordinary part   1.        Approval of the 2024 financial statements 2.        Allocation of the net profit of the year 2024 3.        Elimination of negative reserves for the components not subject to change by means of their definitive coverage 4.        Authorisation to purchase treasury shares aimed at remunerating the shareholders. Consequent and inherent resolutions 5.        Integration of the Board of Directors 6.        2025 Group Remuneration Policy 7.        Remuneration Report 8.        2025 Group Incentive System   Extraordinary part   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. 278,000,0001 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 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 2.        Cancellation of treasury shares with no reduction of share capital; consequent amendment of Article 5 of the Articles of Association. Related and consequent resolutions 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 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 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 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 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 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     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.   ****   The dividend eventually resolved by the Shareholders’ Meeting will be paid out, in accordance with applicable laws and regulations, on 24 April 2025, having 22 April 2025 as the ex-dividend date. Under Article 83-terdecies of Legislative Decree no. 58/1998 (Consolidated Law on Financial Intermediation, here below “TUF”), those who - based on the relevant records - are Shareholders at the end of the accounting day on 23 April 2025 will be entitled to receive the dividend.   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 are the persons for whom, at their own request and within the terms provided by current provisions of the law, the brokers who hold the accounts on which the UniCredit shares are recorded have sent to the Company the communications confirming the entitlement to this right according to the records referred to at the end of the accounting day on 18 March 2025  (the so-called record date). The credit and debt recordings carried out on the accounts after this date are not counted as significant: therefore, those who will prove to be shareholders only after such date will not have the right to attend and vote at the Meeting.   No provisions have been made for voting by correspondence or by using electronic means.   Voting proxies and the Company-Designated Proxy Holder   Those who have the right to vote may be represented in the Meeting through execution of a written proxy pursuant to current regulatory provisions. To that end, it will be possible to use either the proxy form issued by the authorised intermediaries at the request of the voting rights holder or the proxy form which will be available on the Company's website. The representative may deliver or send to the Company a copy or a digital copy of the proxy in place of the original confirming, under his/her own responsibility, the identity of the delegating shareholder and that the document is a true copy of the original. The Company may be given notice of the voting proxy granted by means of a document in electronic format with a qualified electronic signature or digital signature by sending an e-mail to shareholdersdelegation@unicredit.eu.   The proxy may also be given to Computershare S.p.A., with registered office in Milan and offices at via Nizza, 262/73 in Turin, the Representative designated 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 proposals on the agenda, shall be conferred through the specific proxy form prepared by the Designated Proxy Holder itself and which will be available on UniCredit website at www.unicreditgroup.eu/agm27march2025. The proxy form with voting instructions must be submitted, following the indications therein, by 25 March 2025. Alternatively, within the same deadline, it will be possible to proceed with the guided filling in of the proxy form and voting instructions and their transmission using the specific web application managed by Computershare S.p.A., accessible through a specific link on the UniCredit website.   The proxy and voting instructions can always be cancelled within the specified deadline, using the procedures specified above. The proxy is effective only for proposals in relation to which voting instructions have been given.   Addition of items to the agenda, submission of new resolution proposals on items already on the agenda   The right to add new items to the Shareholders’ Meeting agenda and/or to submit new resolution proposals on items already on the agenda may be exercised by Shareholders that, even jointly, hold at least 0.50% of the share capital according to the Articles of Association in the cases and according to the methods established by Article 126-bis of the TUF, within 10 days from the publication of this notice of call. Additions to the agenda are not admissible on topics for which the Shareholders' Meeting has been called upon to resolve, according to law, following the submission of proposals by the Directors, or based on plans or reports drafted by the Directors, other than those indicated in Article 125-ter, sec. 1 of the TUF.   The requests - together with the documentation certifying the ownership of the shareholding - must be sent to the attention of  “Group Corporate Affairs” and submitted in writing, or sent via registered mail with the notice of receipt, to UniCredit S.p.A.'s Registered Office; the requests may also be sent via certified e-mail to corporate.law@pec.unicredit.eu. Within the same 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 applying Shareholders. The legitimation of the Shareholders shall be ascertained based on the notice given by the broker 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 or 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, within 12 March 2025. 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 consideration of the Board of Directors, in the same ways provided for the documents concerning the Meeting.   Any person entitled to vote may individually submit resolution proposals at the Shareholders’ Meeting.   Questions on the items on the agenda before the Shareholders’ Meeting   As provided for in Article 127-ter of the TUF, those who are entitled to vote may submit questions pertaining to items on the agenda prior to the Shareholders' Meeting by sending these:   - via e-mail to corporate.law@pec.unicredit.eu or - via registered mail with the 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 broker 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 no later than 20 March 2025. The questions that will result to be pertinent to the matters on the agenda, will be answered, at the latest, during the Shareholders’ Meeting as established by the rules of the law.   The Company will not answer questions that do not respect the above modalities, due dates and conditions.                      Documents for the Shareholders’ Meeting   The resolution proposals together with the Directors’ Reports concerning the items on the agenda will be available to the public, 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.   In accordance with the current law 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   On the day this notice is published, UniCredit’s share capital, fully paid-up, amounts to EUR 21,453,835,025.48 and is divided into 1,557,675,176 shares with no nominal value. Each share gives the right to one vote.   Website and Company address   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/agm27march2025.   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, as integrated and amended, will be published in the newspapers “Il Sole 24 Ore”, “Milano Finanza”, “Handelsblatt” and “Financial Times” (European editon).   Milan, 20 February 2025   THE CHAIRMAN OF THE BOARD OF DIRECTORS   Signed by 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.   Shareholders having the right to attend the Shareholders’ Meeting and to exercise their right to vote are kindly requested to arrive before the time scheduled for the beginning of the Meeting, bringing with them a copy of the statement requested by the relevant intermediary pursuant to sec. 83-sexies of the TUF as well as a valid personal identification document, so as to facilitate the admission procedures and ensure that the Meeting starts on time.   Further information on the terms and conditions to attend Shareholders’ Meeting, which must be observed for adding items to the agenda and for asking questions prior to the Shareholders’ Meeting, can be obtained by the Shareholders by calling the TOLL-FREE NUMBER 800.307.307, available on weekdays from 8:30 to 13:00 and from 14:00 to 17:00, in addition to the reference to the current laws and indications available on the UniCredit website.   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 +39 011 0923200 operating on the same days and at the same times.   Shareholders who entertain an equity deposit agreement with the Bank and who can carry out transactions by means of the UniCredit S.p.A. Internet Banking system may ask for the admittance tickets for the Meeting also through such means.   Finally, it is recalled that, in order to provide information relating to the voluntary exchange Offer over all the ordinary shares of Banco BPM S.p.A. (see item no. 1 on the extraordinary part of the Agenda), Sodali, as Global Information Agent for the Offer, has made available telephone numbers for calls from Italian landlines (800 126 341), from mobiles and abroad (+39 06 85870096), and for WhatsApp (+39 340 4029760), all active from 9:00 to 18:00 CET on weekdays.     Enquiries   Investor Relations e mail: investorrelations@unicredit.eu Media Relations e mail: mediarelations@unicredit.eu  

  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    

  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.     *****   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