31 March 2023 Ordinary and Extraordinary Shareholders' Meeting

Voting proxies and Company-Designated Proxy Holder

The Company - in accordance with the provisions of Article 106 of Law Decree no. 18/2020 converted into Law no. 27/2020 and subsequent amendments/integrations  ("Decree")  - has decided to make use of the right to provide that the Shareholders' attendance at 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.

Those who have the right to vote have therefore necessarily to grant a proxy and voting instructions to Computershare S.p.A., with registered office in Milan and offices at 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.

Consequently, any proxies with voting instructions, for all or some of the proposals on the Agenda, must be conferred:

• preferably using the specific web application clicking here that has been created and is managed directly by Computershare S.p.A. Using this web application, from 1 March 2023 it is possible to complete the guided process to fill in and send the proxy and voting instructions form, which must be done by 12.00 noon on 30 March 2023.

• using the specific proxy form that can be downloaded from this web page, here available. This must be submitted by 29 March 2023 using the addresses provided and the procedures specified on the form.

By the abovementioned deadline, a proxy and voting instructions may also be revoked using the methods indicated above. A proxy is only valid for the proposals for which voting instructions have been provided.

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 that can be downloaded from this web page, here available.

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 the Group Corporate Affairs Department"), 

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 22 March 2023.

The questions received and that will result to be pertinent to the matters on the agenda, will be given an answer by 28 March 2023 on Company website (www.unicreditgroup.eu/agm31march2023).

The Company will not answer questions that do not respect the above modalities, due dates and conditions. 

The document below contains the Company's answers to the questions received pursuant to article 127-ter of Legislative Decree no. 58/98.