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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Extraordinary Shareholders' Meeting
The Extraordinary Shareholders’ Meeting of UniCredit S.p.A. was held today in Milan and resolved on the single item on the agenda.
The Shareholders' Meeting – with 99.55%per cent of the share capital present and entitled to vote - has resolved to grant to the Board of Directors the power, pursuant to article 2443 of the Italian Civil Code, to resolve upon, also in more tranches within 31 December 2027, a separable share capital increase for payment for a maximum nominal amount of Euro 6,704,080,000, plus share premium, by issuing maximum 470,000,000 shares, with ordinary rights and the same characteristics as the shares already outstanding on the issue date, without pre-emptive rights pursuant to Article 2441, paragraph 4 of the Italian Civil Code, to be executed through the contribution in kind of the ordinary shares of Commerzbank Aktiengesellschaft tendered in the voluntary public takeover offer in the form of an exchange offer having as its object all of the ordinary shares of Commerzbank Aktiengesellschaft not directly held by UniCredit, and announced by UniCredit on March 16, 2026 by virtue of the announcement pursuant to Section 10 para. 1 sentence 1 of the German Securities Acquisition and Takeover Act.
The Board of Directors shall, among other things, have the power to establish, in compliance with the above mentioned limitations, the amount of the capital increase, the issue price of the newly issued ordinary shares (including any share premium), any other terms and conditions of the delegated capital increase, within the limitations set forth by the applicable regulations.
The Shareholders’ Meeting also resolved to amend Article 6 of the Articles of Association accordingly.
For a complete view of the voting outcome, please refer to the "Summary report of the votes" which will be published within the terms of the law on the Company's website.
It should also be noted that the minutes of the meeting will be published on the Company's website as well as on the website of the authorised storage mechanism "eMarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.it/en) and will be made available to shareholders at the Company's registered office in Milan in accordance with the terms provided for by current legislation.
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The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither UniCredit nor any of its representatives accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing these materials, you agree to be bound by the foregoing limitations.
This press release is neither an offer to sell or purchase nor a solicitation of an offer to sell or purchase Commerzbank shares. The definite terms and conditions of the offer, as well as further provisions concerning the offer, will be published in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Commerzbank Shares are strongly advised to read the offer document and all other documents regarding the offer as soon as they are published, as they will contain important information.
Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, an offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.
The offer will exclusively be subject to the laws of the Federal Republic of Germany. Any agreement that is entered into as a result of accepting the offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
For Commerzbank shareholders whose place of residence, incorporation or place of habitual abode is outside of the Federal Republic of Germany, it may be difficult to enforce rights and claims arising outside of the laws of their country of residency, incorporation or place of habitual abode, since Commerzbank is incorporated in the Federal Republic of Ger-many and some or all of its officers and directors may be residents of a country other than the country of residency, incorporation or place of habitual abode of the respective shareholders. It may not be possible for such Commerzbank shareholders to sue a foreign company or its officers or directors for violations of the laws of their country of residency, incorporation or place of habitual abode in a court in their country of residency, incorporation or place of habitual abode. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court of their country of residency, incorporation or place of habitual abode.
Notice to Commerzbank shareholders in the United States
The offer will exclusively be subject to the laws of the Federal Republic of Germany which differ from the disclosure, procedural, and filing requirements of the US tender offer rules under the US Securities Exchange Act of 1934, as amended (the Exchange Act) for tender offers for the securities of domestic US companies. The Offer will be made in compliance with applicable US laws and regulations, including Section 14(e) and Regulation 14E under the Exchange Act.
The new ordinary shares in UniCredit offered as consideration for the tendered Commerzbank shares will not be registered under the US Securities Act of 1933, as amended (the Securities Act), and such shares in UniCredit may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
Neither the offer nor this press release have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the offer, or determined if the information contained in this press release is adequate, accurate or complete. Any representation to the contrary is a criminal offense in the United States.
Forward-looking Statements
This press release contains certain forward-looking statements. These statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar words. Such statements express our intentions, opinions or current expectations, with respect to possible future events, e.g. regarding possible consequences of the offer for Commerzbank and the Commerzbank shareholders or for future financial results of Commerzbank.
Such forward-looking statements are based on the current plans, estimates and forecasts, which we have made to the best of our knowledge, but do not purport to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by us. The forward-looking statements contained in this press release could turn out to be incorrect and future events and developments could considerably deviate from the forward-looking statements contained in this press release.
UniCredit is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
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Milan, 4 May 2026
Enquiries:
Media Relations
e-mail: mediarelations@unicredit.eu
Investor Relations
e-mail: investorrelations@unicredit.eu
Minutes of the Ordinary and Extraordinary Shareholders’ Meeting of 31 March 2026 and Amendments to the Articles of Association
PRESS RELEASE
30 April 2026
The minutes of the Ordinary and Extraordinary Shareholders’ Meeting held on 31 March 2026 and the amended text of the Articles of Association (Article 6), registered in the Milan-Monza-Brianza-Lodi Trade and Companies Register on 29 April 2026, are available on the Company’s website - respectively at www.unicreditgroup.eu/agm31march2026 and www.unicreditgroup.eu/ArticlesAssociation - as well as on the website of the authorized storage mechanism “eMarket STORAGE” managed by Teleborsa S.r.l. (www.emarketstorage.it/en).
The documentation is also available to shareholders at the Company’s registered office in Milan.
Milan, 30 April 2026
Enquiries:
Investor Relations
e mail: investorrelations@unicredit.eu
Media Relations
e mail: mediarelations@unicredit.eu
Notice of early redemption UniCredit S.p.A. US$1,000,000,000 1.982% Fixed-to-Fixed Rate Preferred Senior Callable Notes due 2027 (the “Notes”) Reg S Notes ISIN XS2348710562 Global Receipts ISINs: US904678AW97, US904678AX70
PRESS RELEASE
29 April 2026
With reference to the above mentioned Notes, issued on 3 June 2021, pursuant to Condition 10.5 “Redemption at the Option of the Issuer (Issuer Call)” of the Terms and Conditions of the Notes set forth in the Offering Memorandum dated 25 May 2021 and to Part A –Term 28 of the Final Terms dated 26 May 2021, UniCredit S.p.A. announces that, having received the Single Resolution Board authorisation, it will exercise its option to early redeem in whole the Notes on 3 June 2026 (the Optional Redemption Date).
The early redemption of the Notes will be at par, together with accrued and unpaid interest. Interest shall cease to accrue on the Optional Redemption Date.
Upon the early redemption of the Notes, the Global Receipts will be also redeemed on the Optional Redemption Date.
Milan, 29 April 2026
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
Notice of early redemption UNICREDIT “€1,000,000,000 NON-CUMULATIVE TEMPORARY WRITE-DOWN DEEPLY SUBORDINATED FIXED RATE RESETTABLE NOTES” ISIN XS1963834251 (THE “NOTES”)
PRESS RELEASE
21 April 2026
PRICE SENSITIVE
With reference to the Notes, issued on 19 March 2019, in accordance with the relevant Terms and Conditions of the Notes, UniCredit S.p.A. announces that, having received the Competent Authority authorisation, it will exercise its option to early redeem in whole the Notes on 3 June 2026 (the First Call Date).
The early redemption of the Notes will be at par, together with accrued and unpaid interests. The interests shall cease to accrue on the First Call Date.
Milan, 21 April 2026
Contacts:
Media Relations
e-mail: MediaRelations@unicredit.eu
Investor Relations
e-mail: InvestorRelations@unicredit.eu
UniCredit outlines approach for acceleration of Commerzbank transformation into a new future-ready era
PRESS RELEASE
20 April 2026
PRICE SENSITIVE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
UniCredit today will outline details of an approach to value creation for Commerzbank.
UniCredit sees significant upside and risk reduction potential for Commerzbank beyond its current Momentum strategy to create additional value.
Our views are based on publicly available information and are the outcome of applying the proven track record of UniCredit Unlocked which has resulted in strong results and a compelling sustainable long-term model Group-wide and in Germany, delivered with low execution risk.
It is the view of UniCredit as a significant shareholder that Commerzbank is insufficiently prepared for future challenges and is overly focused on short-term delivery. UniCredit believes that Commerzbank should reposition to be future-ready by accelerating sustainable growth and focusing on investing and transforming.
The Chief Executive Officer Andrea Orcel will host a conference call at 09:00am CET on April 20, 2026. Related materials will be made publicly available shortly before the conference call in accordance with applicable law on UniCredit's website https://www.unicreditgroup.eu/en/investors/financial-reporting/other-presentations---documents.html
Pre-register for the call at this link: Unicredit Call
Dial in at:
Italy: +39 02 8020911
UK: +44 1 212818004
USA: +1 718 7058796
Web Phone: HD link
Webcast link
Milan, 20 April 2026
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu