UniCredit is apan-European Commercial Bankwith a unique service offering in Italy, Germany, Austria, 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.
The Ordinary and Extraordinary Shareholders’ Meeting of UniCredit S.p.A. is convened in Milan, at Tower A, Piazza Gae Aulenti, 3, in a single call, on 31 March 2026, at 10:00 a.m..
The Company - in accordance with the provisions of Article 106 of Decree Law no. 18/2020 converted by Law no. 27/2020 and subsequent amendments and additions (“Decree”) - has decided to make use of the right to provide that the Shareholders’ attendance in the Shareholders’ Meeting shall be made exclusively through the Company-Designated Proxy Holder pursuant to Article 135-undecies of Legislative Decree no. 58/98, without physical participation by the shareholders.
The Shareholders’ Meeting is convened to decide on the following
AGENDA
Ordinary Part
Approval of the 2025 financial statements
Allocation of the net profit of the year 2025
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
2026 Group Remuneration Policy
Remuneration Report
2026 Group Incentive System
Extraordinary Part
Delegation to the Board of Directors to carry out a free capital increase by a maximum of 247 UniCredit ordinary shares to service the 2020 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 650,000 UniCredit ordinary shares to service the 2021 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 1,750,000 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 750,000 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 450,000 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 1,650,000 UniCredit ordinary shares to service the 2025 Group Incentive System and any other forms of remuneration 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 550,000 UniCredit ordinary shares to service the 2020-2023 LTI Plan and consequent integration of clause 6 of the Articles of Association
Cancellation of treasury shares with no reduction of share capital; consequent amendment of clause 5 of the Articles of Association. Related and consequent resolutions
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The dividend eventually resolved by the Shareholders’ Meeting will be paid out, in accordance with applicable laws and regulations, on 22 April 2026, having 20 April 2026 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 21 April 2026 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 - exclusively through the Company-Designated Proxy Holder - are the persons for whom, at their own request, the authorised intermediaries have sent to the Company the communications certifying ownership of the relevant right within the terms provided for by the current provisions of the law; the intermediaries make the communications on the basis of the evidence of the accounts on which the UniCredit shares are registered at the end of the accounting day of 20 March 2026 (the so-called record date). Credit and debt recordings carried out on the accounts after this date are not relevant for the purposes of legitimation: therefore, those who will be holders of the shares only after such date will not have the right to attend and vote at the Shareholders’ Meeting.
No provisions have been made for voting by correspondence or by using electronic means.
Voting proxies and Company-Designated Proxy Holder
Pursuant to the Decree, the attendance in the Shareholders’ Meeting by those who have the right to vote is allowed exclusively through the Company-Designated Proxy Holder.
Those who have the right to vote will therefore necessarily have to grant a proxy and voting instructions to Computershare S.p.A., with registered office in Milan and offices in Via Nizza, 262/73 in Turin, the Representative designed 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 proposed resolutions on the items on the agenda, shall be conferred using the specific proxy form, also electronic, prepared by the Designated Proxy Holder itself in agreement with the Company, available on UniCredit website at www.unicreditgroup.eu/agm31march2026.
The proxy form with the voting instructions must be submitted, following the instructions therein, by 12:00 a.m. on 28 March 2026. Alternatively, the proxy may be transmitted, by 12:00 a.m. on 30 March 2026, using the specific web application prepared and managed directly by Computershare S.p.A., through which it will be possible to proceed with the guided filling in of the proxy form and voting instructions. The web application, which can be accessed via a specific link on UniCredit website at www.unicreditgroup.eu/agm31march2026, will be made available by Computershare S.p.A. from 18 March 2026.
Within the aforementioned time limits, the proxy and the voting instructions can always be revoked using the procedures specified above. The proxy is effective only for proposals in relation to which voting instructions have been given.
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To the Company-Designated Proxy Holder, according to the Decree, also delegations or sub-delegations pursuant to Article 135-novies of the TUF may be conferred, with the possibility to use the delegation/sub-delegation form available on the Company website. The delegation or sub-delegation, together with the voting instructions, granted by means of a document in electronic format with a qualified electronic signature or digital signature may be notified to Computershare S.p.A. by sending an e-mail to unicredit@pecserviziotitoli.it.
Integration of the agenda, submission of new resolutions proposals on items already on the agenda
The right to supplement the agenda of the Shareholders’ Meeting and/or to submit new resolution proposals on items already on the agenda may be exercised, in the cases and according to the procedures indicated in Article 126-bis of the TUF, by Shareholders who, also jointly, represent at least 0.50% of the share capital, within the term of 10 days from the publication of this notice of call. Integration of the agenda is not admissible for topics on which the Shareholders’ Meeting resolves, pursuant to law, upon the proposal of the Directors or based on plans or reports prepared by them, other than those indicated in Article 125-ter, paragraph 1 of the TUF.
The requests - together with the documentation certifying the ownership of the shareholding - must be submitted in writing or sent via registered mail with notice of receipt to UniCredit S.p.A.’s Registered Office (with the express indication: “To the attention of Group Corporate Affairs”); the requests may also be sent via certified e-mail to the address corporate.law@pec.unicredit.eu. Within the aforementioned 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 proposing Shareholders. The legitimation of the Shareholders shall be ascertained based on the notice given by the intermediary 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 and 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, by 16 March 2026. 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 view of the Board of Directors.
Individual resolution proposals
It should be noted that the right provided for in Article 126-bis, paragraph 1, of the TUF (“Any person who has the right to vote can individually submit resolution proposals at the shareholders’ meeting”) may be exercised in the following manner and timing:
- Shareholders entitled to attend the Shareholders’ Meeting may submit proposals on the items on the agenda, by sending them by registered letter with return receipt to the Company’s Registered Office (with the express indication: “To the attention of Group Corporate Affairs”) or by email to corporate.law@pec.unicredit.eu, indicating their identification and contact details;
- the proposals must contain the text of the resolution to be submitted to the Shareholders’ Meeting and must be received by UniCredit by 16 March 2026, to enable the Company to make them public and to integrate the proxy forms with the relevant voting instructions in time to allow those entitled to vote to make an informed decision on such proposals.
The entitlement to submit proposals must be certified by means of the communication pursuant to Article 83-sexies of the TUF issued by the intermediary for the purpose of attending and voting at the Shareholders’ Meeting and must be received by UniCredit by 20 March 2026.
UniCredit will publish the proposals received on its website by 18 March 2026, after verifying their relevance to the items on the agenda, as well as their correctness and completeness with respect to the applicable regulations. Proposals for which the entitlement of the person making the proposal is not certified shall be considered as not submitted, with their consequent deletion from the Company’s website.
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Should the agenda be integrated or new proposed resolutions be submitted, the proxy forms referred to in the preceding paragraph will be updated as necessary.
Questions on the items on the agenda before the Shareholders’ Meeting
As provided for in Article 127-ter of the TUF, those entitled to vote may submit questions pertaining to the items on the agenda prior to the Shareholders’ Meeting by sending them:
- by e-mail to corporate.law@pec.unicredit.eu or
- by registered letter with 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 intermediary 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 by 20 March 2026.
Questions that will result to be pertinent to the items on the agenda, will be given an answer by 27 March 2026 on the Company website (www.unicreditgroup.eu/agm31march2026).
The Company will not answer questions that do not comply with the above modalities, due dates and conditions.
Documents for the Shareholders’ Meeting
The text of the resolution proposals, together with the related explanatory Reports, and the other documents 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 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
As of the date of publication of this notice, the fully paid-up share capital of UniCredit S.p.A. is equal to Euro 21,509,089,303 and is divided into a total of 1,507,953,015 shares with no nominal value. Each share gives the right to one vote.
Website and Company addresses
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/agm31march2026
The address of UniCredit S.p.A.’s Registered Office is Piazza Gae Aulenti no. 3, Tower A - 20154 Milan.
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An excerpt of this notice is published in the daily newspapers “Il Sole 24 Ore” and “MF”.
Milan, 23 February 2026
THE CHAIRMAN OF THE BOARD OF DIRECTORS
Pietro Carlo Padoan
For further information on the procedures and conditions for attending the Shareholders’ Meeting, for supplementing the agenda and for submitting pre-meeting questions, Shareholders – in addition to referring to the laws in force and to the indications on UniCredit’s website – may call the TOLL-FREE NUMBER 800.307.307, operating, on weekdays, from 8:30 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:00 p.m.
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 +390110923200 operating on the same days and at the same times.
Please note that Shareholders holding an equity deposit and enabled to operate in the UniCredit S.p.A. Internet Banking can request tickets to attend the Shareholders’ Meeting also through this application, it being understood that participation may take place exclusively through the the Company-Designated Proxy Holder pursuant to Article 135-undecies of Legislative Decree No. 58/98.
Contacts
Investor Relations
e mail: investorrelations@unicredit.eu
Media Relations
e mail: mediarelations@unicredi.eu
UniCredit launches the second edition of Skills for Transition with POLIMI Graduate School of Management, doubling its reach for students across Europe
PRESS RELEASE
25 February 2026
The student stream of Skills for Transition has expanded its geographical reach from six to twelve countries across Europe
Initiative reaffirms bank's strong commitment to promoting a just and fair transition and to education as a key driver of progress
Milan, 25 February 2026 - UniCredit has today announced the second edition of Skills for Transition, a social programme that provides strategic training to young people – including both students and people not in education, employment or training (NEETS) expected to be impacted by the green transition.
The student stream, developed in partnership with POLIMI Graduate School of Management - the business school of Politecnico di Milano - offers selected students the chance to take part in two educational paths, a Master's programme for recent graduates and a four-month bootcamp open to both high school graduates and university students.
Both are aimed at increasing knowledge and awareness around the green transition and the Net Zero framework, helping students acquire skills that will boost their future employment prospects. Participants will have the opportunity to gain hands‑on experience with companies most exposed to the green transition and address sector‑specific changes shaping industries such as manufacturing, energy and urban development.
Following the success of the first edition, this stream has doubled its geographic reach, expanding from six countries to twelve, with students now able to join from Italy, Germany, Austria, Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Romania, Serbia, Slovakia, Slovenia and Hungary.
Applications are now open for the programme which will begin in September 2026. Find out more here: Skills for Transition | UniCredit Supported by POLIMI GSoM.
The second edition of the Skills for Transition will also include a stream dedicated to young people not in education, employment or training (NEETs), in partnership with Glocal Factory, a social cooperative. Due to be launched in the Spring, it will support the EU’s target to reduce the number of NEETs to below 9% by 2030, and will be open to NEETs in Italy, Germany, Austria, Bosnia Herzegovina, Bulgaria, Croatia and Romania.
The first edition of the Skills for Transition delivered 60,000 hours in training to students, workers and NEETs, providing them with the skills they need to navigate the transition. The student stream was highly commended in the Best Partnership Award category at the AMBA & BGA Awards, in recognition of UniCredit and POLIMI’s collaboration.
The initiative sits firmly in line with UniCredit’s commitment to promoting a just and fair transition and its consistent support for education – a key driver for Europe’s future.
“Education is one of the most powerful drivers of a fairer, more sustainable future. As economies in Europe transition to Net Zero, we are proud to be launching the second edition of Skills for Transition and expanding its reach to help more students access employment opportunities and build the skills they need to adapt in a rapidly changing world." said Fiona Melrose, Head of Group Strategy & ESG at UniCredit.
“We are proud to renew our partnership with UniCredit to address one of the most urgent challenges of our time. Skills for Transition reflects our purpose to nurture innovators to shape a better future for all, equipping young people with the capabilities needed to thrive in the green transition. We look forward to expanding this programme’s impact across Europe” said Federico Frattini, Dean of POLIMI Graduate School of Management and Scientific Director of the programme.
More information about Skills for Transition programme can be found here and details about how you can apply to the 2026 students stream can be found here: Skills for Transition | UniCredit Supported by POLIMI GSoM.
Contact: mediarelations@unicredit.eu
POLIMI Graduate school of Management
DAG Communication per POLIMI GSoM: gsom.polimi@dagcom.com / 02 89054160
This is to inform that the updated version of the Articles of Association - amended in Article 5 following the cancellation of treasury shares as communicated in the press release issued on last 19 February, and in Article 6 (removal of paragraph 2 due to the expiry of the clause’s term of application) - has been registered on 24 February 2026 with the Company Register and it is published on the Company website at Articles of Association and Code of Ethics - UniCredit, as well as on the website of the authorized storage mechanism "emarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.it/en) and it is available to shareholders at the Company's Registered Office in Milan.
Milan, 24 February 2026
Enquiries:
Media Relations: e-mail: MediaRelations@unicredit.eu
Investor Relations: e-mail: InvestorRelations@unicredit.eu
On 23 February 2026 the UniCredit Board of Directors passed, inter alia, the following resolution:
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 31 March 2026 (without an in-person format and with shareholders represented exclusively by the Company’s designated representative, as permitted by applicable law) to agree resolutions on the following matters:
Ordinary part
Approval of the 2025 financial statements
Allocation of the net profit for the year 2025
Elimination of negative reserves for the components not subject to change by means of their definitive coverage
Authorization to purchase treasury shares aimed at remunerating the shareholders. Consequent and inherent resolutions
2026 Group Remuneration Policy
Remuneration Report
2026 Group Incentive System
Extraordinary part
1. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 247 UniCredit ordinary shares to service the 2020 Group Incentive System and consequent integration of clause 6 of the Articles of Association
2. 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 2021 Group Incentive System and other forms of variable compensation and consequent integration of clause 6 of the Articles of Association
3. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 1,750,000 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
4. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 750,000 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
5. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 450,000 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
6. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 1,650,000 UniCredit ordinary shares to service the 2025 Group Incentive System and any other forms of remuneration 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 550,000 UniCredit ordinary shares to service the 2020-2023 LTI Plan and consequent integration of clause 6 of the Articles of Association
8. Cancellation of treasury shares with no reduction of share capital; consequent amendment of clause 5 of the Articles of Association. Related and consequent resolutions
PROPOSALS TO BE SUBMITTED TO THE ORDINARY SHAREHOLDERS' MEETING
1. Approval of the 2025 Financial Statements
The draft of the Company’s financial statement of UniCredit S.p.A., as of December 31, 2025, will be submitted for approval. For further details please refer to the specific press release published on 23 February 2026 on the Company’s website www.unicreditgroup.eu. The 2025 draft financial statement of UniCredit S.p.A., together with the reports required by law as well as the 2025 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 for the year 2025
During the Shareholders’ Meeting, the distribution of a dividend from allocation of the 2025 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 on 23 February 2026 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, 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. Authorization to purchase treasury shares. Consequent and inherent resolutions
The Shareholders’ Meeting will be requested to grant the Board of Directors of UniCredit with the power to purchase UniCredit shares, subject to the required authorization from the European Central Bank, to enable the Board of Directors to carry out the activities and purposes envisaged in terms of Shareholders’ remuneration.
The reasons as well as the terms and conditions of the buy-back program 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 www.unicreditgroup.eu. Please also refer to the press release on the approval of the Draft Financial Statements published on 23 February 2026.
5. 2026 Group Remuneration Policy
To fulfil the Law requirements currently in force, the 2026 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 2026 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.unicreditgroup.eu.
6. Remuneration Report
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.unicreditgroup.eu.
7. 2026 Group Incentive System
The adoption of the 2026 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 2026 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 2026 Group Incentive System, within the time limits provided by the current legislation also on the Company's website www.unicreditgroup.eu.
PROPOSALS TO BE SUBMITTED TO THE EXTRAORDINARY SHAREHOLDER MEETING
1. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 247 UniCredit ordinary shares to service the 2020 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 (Capital Requirements Directive), the instrument for implementing the 2020 Group Incentive System has been identified in the resolution – in 2027 - 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 247 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.unicreditgroup.eu.
2. 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 2021 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 (Capital Requirements Directive), the instrument for implementing the 2021 Group Incentive System has been identified in the resolution - in one or more instances in 2027 - 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 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.unicreditgroup.eu.
3. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 1,750,000 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 (Capital Requirements Directive), the instrument for implementing the 2022 Group Incentive System has been identified in the resolution - in one or more instances in 2027 - 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 1.750,000 ordinary shares, corresponding to the fourth 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.unicreditgroup.eu.
4. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 750,000 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 (Capital Requirements Directive), the instrument for implementing the 2023 Group Incentive System has been identified in the resolution - in one or more instances in 2027 - 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 750,000 ordinary shares, corresponding to the third 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.unicreditgroup.eu.
5. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 450,000 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 (Capital Requirements Directive), the instrument for implementing the 2024 Group Incentive System has been identified in the resolution - in one or more instances in 2027 - 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 450,000 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.unicreditgroup.eu.
6. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 1,650,000 UniCredit ordinary shares to service the 2025 Group Incentive System and any other forms of remuneration 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 (Capital Requirements Directive), the instrument for implementing the 2025 Group Incentive System has been identified in the resolution - in one or more instances in 2027 - 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 1,650,000 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.unicreditgroup.eu.
7. Delegation to the Board of Directors to carry out a free capital increase by a maximum of 550,000 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 (Capital Requirements Directive), the instrument for implementing the 2020-2023 LTI Plan has been identified in the resolution - in one or more instances in 2027 - 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 550,000 ordinary shares, corresponding to the third 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.unicreditgroup.eu.
8. Cancellation of treasury shares with no reduction of share capital; consequent amendment of clause 5 of the Articles of Association. Related and consequent 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 in their accounting par value.
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The Notice of call will be published within the terms and conditions provided for by current law provisions.
Milan, 24 February 2026
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 2025
PRESS RELEASE
23 February 2026
PRICE SENSITIVE
Based on the Board of Directors' approval of the financial results as of 31 December 2025, disclosed to the market on 9 February 2026, 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 2025, recording a net profit for Euro 8,121 million for UniCredit S.p.A. and a net profit for Euro 10,915 million at Consolidated level.
the transfer of the “extra‑profit” reserve (Euro 1,125 million) to the statutory reserve, which will take place after the payment to be executed in 2026 of the extraordinary contribution envisaged by the Italian Budget Law1.
the Board of Directors' Reports to the Shareholders' Meeting - to be held on 31 March 2026 - related to the following proposals:
- approval of the 2025 Company Financial Statement of UniCredit S.p.A.
- allocation of the 2025 net profit of UniCredit S.p.A. that envisages - among other items - the distribution of the final cash dividend for Euro 2,578,326,000, corresponding to Euro 1.72082 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. 100,000,000 UniCredit shares, to allow the execution of a Share Buy Back Program (SBB) for a maximum amount of Euro 4,750,000,000 with the aim of pursuing the actions and targets 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, 2026. 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 (MAR) and the related implementing provisions. On the date of this report, UniCredit S.p.A. does not hold 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 20 April 2026, a record date on 21 April 2026 and a payment date on 22 April 2026; (ii) intends to launch the purchases of the 2025 SBB, with the prior approval of the Supervisory Authorities.
For further information please see the Directors’ Reports for the Shareholders’ Meeting, which will be made available within the deadlines provided by law.
In line with the distribution policy and subject to the necessary corporate and regulatory approvals and to the applicable capital requirements, an interim FY26 cash dividend is expected to be paid in November 2026, amounting to approximately 45% of the total expected FY26 cash dividend, based on a target payout of 50% of net profit.
Milan, 23 February 2026
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
1 Following the payment of the extraordinary contribution, the tax mechanism provided for by Law No.136/2023 will permanently cease to apply, and the “extra‑profit” reserve will be tax‑exempt pursuant to Law No.199/2025.
2 The overall €4,750 million cash dividend (of these, €2,172 million already paid as interim dividend in November 2025) corresponds to a dividend per share (DPS) equal to €3.1490 calculated as €1.4282 interim DPS paid in November 2025, plus €1.7208 final DPS, calculated as of 23 February 2026 based on the number of shares eligible for dividend payment at payment date.