9 April 2020 Ordinary and Extraordinary Shareholders Meeting

In compliance with the provisions of applicable law, any person eligible to vote may choose to be represented in a Shareholders' Meeting in one of the manners illustrated below.

Voting proxies and Company-Designated Proxy Holder

Following the entry into force of the "Cura Italia" Decree Law ("Decree") which introduced some exceptional provisions related to the COVID-19 emergency applicable to the Shareholders' Meetings of the listed companies, UniCredit S.p.A. has decided,  in order to minimise the risks connected with the ongoing health emergency, to make use of the right - established by the article 106 of the Decree - to provide  that the shareholders' attendance at the meeting shall be made exclusively through the Company-Designated Proxy Holder provided for by article 135-undecies of the Consolidated Finance Act ("TUF").

In accordance with the aforesaid provision, shareholders who intend to participate in the Shareholders' Meeting must therefore grant proxy and voting instructions to Computershare S.p.A., whose offices are in Turin, at Via Nizza no. 262/73, in its role as Company-Designated Proxy Holder for this purpose pursuant to Article 135-undecies of the Legislative Decree no. 58/98, in accordance with the manner provided by  current legal framework.

In this regard, in order to facilitate the submission of the proxy and voting instructions, until 12:00 p.m. on April 8^th, 2020 from this section of the UniCredit website it will be possible to fill in and send the relevant form prepared by Computershare S.p.A., also online and in a guided manner, clicking here.

Shareholders are advised to use the online procedure; alternatively, the form, which can be downloaded from this web page, can also be used, and must besubmitted by 7 April^th, 2020 to the addresses provided and using the procedures specified in the form itself. 

The proxy for the Designated Proxy Holder must contain the voting instructions for all, or some of, the proposals on the Agenda. Within the abovementioned deadline, the proxy and the voting instructions may also be revoked according to the manners indicated above. The proxy is only valid for the proposals for which voting instructions have been provided.

Notwithstanding the need for a proxy to be assigned to the Designated Representative, sub-delegations may be conferred upon the latter, by any delegates, pursuant to Article 135-novies of the TUF, also as an exception to the provisions of Article 135-undecies, paragraph 4, of the TUF. For the purpose of any intermediate proxies, the proxy form issued by authorised intermediaries at the request of the person concerned or the proxy form available on the Company's website can still be used.

On the basis of the provisions of Article 127 ter of the Legislative Decree no. 58/98, all those with voting rights may ask questions on the items on the Agenda of the UniCredit S.p.A. Shareholders' Meeting according to the terms and time-limits given in the call notice.

Questions may be sent by post to the registered office of UniCredit S.p.A. in Piazza Gae Aulenti, 3 - Tower A - 20154 Milan (with the express indication: "To the attention of the Group Corporate Affairs Department") or via e-mail to corporate.law@pec.unicredit.eu

Following the entry into force of the "Cura Italia" Decree Law ("Decree") which introduced some exceptional provisions related to the COVID-19 emergency applicable to the Shareholders' Meetings of the listed companies, UniCredit S.p.A. has decided,  in order to minimise the risks connected with the ongoing health emergency, to make use of the right - established by the article 106 of the Decree - to provide  that the shareholders' attendance at the meeting shall be made exclusively through the Company-Designated Proxy Holder provided for by article 135-undecies of the Consolidated Finance Act ("TUF").

In such special circumstances and in order to allow shareholders to be able to cast their vote taking into account the feedback provided by the Company to any questions raised prior to the Shareholders' meeting, it should be noted that the questions, reaching the Company as above, no later than  April 2^nd, 2020, and that will turn out pertaining to the matters on the Agenda - provided it is previously ascertained that all the necessary requisites, including the checking of the right to ask questions, are satisfied - will be given an answer within April 7^th, 2020,  by publishing on the UniCredit S.p.A. website.

Pre-Shareholders' Meeting  Q&A will be attached to the Shareholders' Meeting minutes, which will be published within the terms according to Law.