On April 11, 2025, following the favorable opinion of the Nomination Committee, the Board of Directors assessed, in compliance with the applicable provisions, that non-executive Director Ms. Doris Honold, appointed by the Shareholders' Meeting on March 27, 2025, meets the suitability requirements.
With reference to the independence requirements, the Board of Directors assessed and confirmed that the Director possesses the requirements declared upon her appointment on the basis of the statements she made and of the information available to UniCredit.
Specifically, Director Ms. Doris Honold is independent pursuant to the Legislative Decree no. 58/1998 and Article 2399 of the Italian Civil Code, to the Ministry of Economy and Finance Decree no. 169/2020, as well as to the Italian Corporate Governance Code.
With specific reference to the independence requirements laid down by the Italian Corporate Governance Code, the information contemplated therein was taken into account - including the information relating to the existence of direct or indirect relationships (credit, business/professional and employee relationships, as well as significant offices held) that the Director and her other connected subjects may have with UniCredit and Group companies.
In order to assess the potential significance of these relationships, the Board decided to consider not only predefined economic thresholds, which - if exceeded - could "automatically" indicate that independence was compromised, but to make an overall assessment of both objective and subjective aspects. The following criteria were considered: (i) the nature and characteristics of the relationship; (ii) the total amount in absolute and relative terms of the transactions; and (iii) the subjective profile of the relationship.
More specifically, for the purposes of assessing the significance of such relationship, the Board considered the following information, where available:
• credit relations: the amount in absolute value of the credit granted, its weighting in relation to the system and, where appropriate, the economic and financial situation of the borrower;
• business/professional relations: the nature of the transaction/relationship, the amount of the consideration and, where appropriate, the economic and financial situation of the counterparty;
• offices held in Group companies: the total amount of any additional remuneration.
Following the above assessment, no relationships emerged affecting the independence of the Director.
In compliance with the provisions of the Bank of Italy Circular no. 285/2013 on banks' corporate governance, the Board also positively assessed (i) the correspondence between the appointment of Director Ms. Honold and the qualitative and quantitative composition deemed to be optimal by the Board of Directors (identified in February 2024), as well as (ii) the compliance with the collective suitability requirements provided under the applicable provisions and the correspondence of said composition with the one deemed to be optimal.
Furthermore, following the favorable opinion of the Nomination Committee, the Board of Directors appointed Director Ms. Honold as member of the Risk Committee, in lieu of Director Ms. Francesca Tondi, who held said office starting from January 2025, following the resignation of Director Mr. Marcus Johannes Chromik.
Milan, 11 April 2025
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