The UniCredit Board of Directors approved, the Internal Dealing Rules[1] (the “Rules”) which provided for the reporting duties and associated restrictions relating to certain kinds of dealings in UniCredit shares as well as in related financial instruments (as defined by the Rules) by "relevant persons" of UniCredit and their close associates.
These Rules also contain details on how to comply with reporting obligations, arising from the listing of UniCredit's shares on:
- the Frankfurt Stock Exchange, to Germany’s market supervisory authority ("Bundesanstalt für Finanzdienstleistungsaufsicht" or "BaFin") in accordance with section 15a of the Wertpapierhandelsgesetz –WpHG ("Securities Trading Act") and related instructions on its application issued by BaFin;
- On the Warsaw Stock Exchange, to Poland’s market supervisory authority (“Komisja Nadzoru Finansowego” or “Polish Financial Supervision Authority” - “PFSA”) as provided by Art. 160 of the Trading in Financial Instruments Act and related instructions on its application issued by the Minister of Finance.
The Rules implement the legal and regulatory provisions contained in section 114, paragraph 7 of Decree 58 dated 24 February 1998 and articles 152-sexies et seq of the Regulations adopted by CONSOB in resolution 11971 dated 14 May 1999 and subsequent amendments thereto, as well as in line with the guidelines issued by Consob with the Communication n. DEM/6027054.
Relevant Persons
The following parties are UniCredit Relevant Persons
The identification of any other Relevant Persons besides those specified above is the sole prerogative of the UniCredit Board of Directors.
Close associates of Relevant Persons
For the purposes of the reporting duties envisaged by the Internal Dealing Rules, the Relevant Persons shall also notify dealings by:
- spouses of Relevant Persons unless legally separated, their dependent children (including step-children) and parents, relatives and other kinsmen that have been living in the same household as the Relevant Person for at least one year;
- legal entities, partnerships and trusts in which a Relevant Person or one of the persons specified in point 1 is solely or jointly responsible for management;
- legal entities, controlled directly or indirectly by a Relevant Person or by one of the persons specified in point 1;
- partnerships in which the economic interests are largely equivalent to those of a Relevant Person or one of the persons specified in point 1;
- trusts set up for the benefit of a Relevant Person or one of the persons specified in point 1.
Introduction at Internal Dealing rules
The reporting duties and associated restrictions relating to certain kinds of dealings in shares of listed issuers[2] as well as in related financial instruments (as defined below) by "relevant persons" of the listed issuer and their Close Associates (as identified below) are governed by paragraph 7, section 114 of Decree 58 dated 24 February 1998 (the "Consolidated Financial Intermediation Law") - introduced into Italy to take account of EU rules on market abuse - and articles 152 sexies et seq of the Regulations adopted by CONSOB in resolution 11971 dated 14 May 1999 and subsequent amendments thereto ("Consob Regulations").
These Internal Dealing Rules (the "Rules") reflect the directives contained in the above-mentioned statutory and regulatory provisions as they apply to UniCredit S.p.A. ("UniCredit"), with the purpose of improving the transparency and uniformity of the reporting of financial dealings by the persons specified above by providing investors with clear signals about the perception that such persons hold of the company and/or of its group.
In fact, these regulations are not connected with the possession of price sensitive information by persons defined as "relevant" and with the unlawful use of such information (representing the criminal offence of insider trading), in that it is assumed that the effecting of certain financial deals by relevant persons (ie. persons who, by virtue of the position held, have access to inside information about the company's affairs and those of its group) is in itself price sensitive.
These Rules also contain details on how to comply with reporting obligations, arising from the listing of UniCredit shares:
A. On the Frankfurt Stock Exchange, to Germany’s market supervisory authority ("Bundesanstalt für Finanzdienstleistungsaufsicht" or "BaFin") in accordance with section 15a of the Wertpapierhandelsgesetz –WpHG ("Securities Trading Act") and related instructions on its application issued by BaFin;
B. On the Warsaw Stock Exchange, to Poland’s market supervisory authority (“Komisja Nadzoru Finansowego” or “Polish Financial Supervision Authority” - “PFSA”) as provided by Art. 160 of the Trading in Financial Instruments Act and related instructions on its application issued by the Minister of Finance.
Unless otherwise specified, the provisions of these Rules apply and refer to reporting procedures in respect of Consob, BaFin and PFSA.
The provisions contained in these Rules are compulsory for persons with a duty to report and were approved by the UniCredit Board of Directors.
The relevant statutory and regulatory provisions are contained in appendices to this document.
[1]22 Marzo 2006, 11 Maggio 2006, 1° Agosto 2008 e 11 Novembre 2008
[2] Per emittenti quotati devono intendersi società italiane emittenti azioni negoziate nei mercati regolamentati italiani o comunitari.
