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Extraordinary Shareholders' Meeting
Shareholders' Meeting without physical attendance
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 - 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.
The Shareholders' Meeting is convened in Milan in Extraordinary session on 21 September 2026 in a single call.
The information to participate by proxy is available on this web page, in the below section "Voting Proxies".
The Shareholders' Meeting documentation is available on this section; moreover, general information on the process is available on the Shareholders page, in the Shareholders' Meeting section.
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 - 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 8 September 2026 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 p.m. on 19 September 2026.
• using the specific proxy form that can be downloaded from this web page, here available. This must be submitted by 12:00 p.m. on 18 September 2026 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 (for this purpose, it is also possible to use the proxy form available for download at the link indicated above).
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 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 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 10 September 2026.
The questions that will result to be pertinent to the items on the agenda, will be given an answer by 18 September 2026 on Company website.
The Company will not answer questions that do not respect the above modalities, due dates and conditions.
Notice of call
- PDF | Notice (579.31kb)
- PDF | Excerpt (572.17kb)
Shareholders' Meeting Documentation
EXTRAORDINARY SHAREHOLDERS' MEETING
1. Amendments to the Articles of Association: amendment to Article 20 and insertion of new Article 20-bis.
2. Proposal to grant the Board of Directors, pursuant to Article 2420-ter of the Italian Civil Code, the power, to be exercised within 5 (five) years from the shareholders' resolution, to issue, pursuant to Article 2420-bis of the Italian Civil Code, in one or more occasions and with exclusion of pre-emption rights, bonds convertible into ordinary shares of UniCredit (Perpetual Contingent Convertible Additional Tier 1 Notes) denominated in USD for a maximum equivalent amount of Euro 5,000,000,000.00 calculated on the basis of the exchange rate in effect on the date of each issuance, addressed to institutional investors and, consequently, to increase the share capital with exclusion of pre-emption rights pursuant to Article 2441, fifth paragraph, of the Italian Civil Code, for an amount (including share premium) that may not exceed, for each convertible bond, the EUR equivalent of the Company's relevant debt at the time of such conversion, through the issuance of ordinary shares with regular dividend rights and having the same characteristics as the ones outstanding as of the issue date, whose issue price will be determined by the Board of Directors in accordance with Article 2441, sixth paragraph, of the Italian Civil Code; consequent amendment of Clause 6 of the Articles of Association; related and consequent resolutions.