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UniCredit share information - Intraday

 

 

UniCredit is a pan-European Commercial Bank with a unique service offering in Italy, Germany, 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.

 

 

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Articles of Association

PRESS RELEASE
12 April 2024
  It is announced that, following the appointment of the Board of Directors by today's Shareholders' Meeting, the new text of the Articles of Association, consisting of 33 articles, approved by the Extraordinary Shareholders' Meeting on 27 October 2023, has come into effect.   Today, the updated Articles of Association have been filed in the Company Register, published on the Company website (www.unicreditgroup.eu/ArticlesofAssociation) and on the website of the authorized storage mechanism "eMarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.it/en), as well as made available to Shareholders at the Company Registered Office.   UniCredit S.p.A.     Milan, 12 April 2024    Enquiries: Investor Relations e mail: investorrelations@unicredit.eu Media Relations e mail: mediarelations@unicredit.eu
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Pietro Carlo Padoan and Andrea Orcel appointed respectively Chair and Chief Executive Officer of UniCredit S.p.A. Appointment of corporate officers and Board Committees members

PRESS RELEASE
12 April 2024 PRICE SENSITIVE
  The Board of Directors of UniCredit S.p.A, which met today, appointed Director Pietro Carlo Padoan as Chair of the Board of Directors and Director Andrea Orcel as Chief Executive Officer (CEO) with all the powers and authorizations necessary for this purpose.   It also appointed Director Elena Carletti as Deputy Vice Chair.   Moreover, the Board of Directors appointed the members of the Board Committees as follows:   - Governance and Sustainability Committee: Directors Pietro Carlo Padoan (Chair), Elena Carletti, Vincenzo Cariello, Jeffrey Alan Hedberg;   - Risk Committee: Directors Elena Carletti (Chair), Paola Bergamaschi, Marcus Johannes Chromik, Marco Giuseppe Maria Rigotti;   - Remuneration Committee: Directors António Domingues (Chair), Paola Bergamaschi, Maria Pierdicchi;   - Nomination Committee: Directors Jeffrey Alan Hedberg (Chair), Beatriz Ángela Lara Bartolomé, António Domingues;   - Related-Parties Committee: Directors Maria Pierdicchi (Chair), Vincenzo Cariello, Francesca Tondi.   Please also note that the Shareholders' Meeting today appointed the directors Marco Giuseppe Maria Rigotti (Chair), Paola Camagni, Julie Birgitte Galbo and Gabriele Villa as members of the Audit Committee.     Milan, 12 April 2024   Enquiries:           Investor Relations e mail: investorrelations@unicredit.eu Media Relations e mail: mediarelations@unicredit.eu  
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The Shareholders' Meeting approves the 2023 Financial Statements

PRESS RELEASE
12 April 2024 PRICE SENSITIVE
  Today UniCredit S.p.A. Ordinary and Extraordinary Shareholders' Meeting was held in Milan and approved the following resolutions.   Ordinary part   Approval of the 2023 Financial Statements   The Shareholders' Meeting has approved, with 99.37 per cent of the share capital present and entitled to vote, the Financial Statements of UniCredit S.p.A as at 31 December 2023, along with the Reports of the Board of Directors, the External Auditors and the Board of Statutory Auditors.   Allocation of the net profit of the year 2023   The Shareholders’ Meeting, in reference to the decisions taken upon approval of the 2023 Financial Statements of UniCredit S.p.A., and on the basis of the result for the year 2023 of €11,264,207,182.84, resolved, with 99.96 per cent of the share capital present and entitled to vote, to allocate the net profit as follows: -   an amount equal to €1,124,688,342.00 for the establishment of a specific non-distributable Reserve for tax on banks’ extra-profits, pursuant to the art. 26, paragraph 5-bis, law decree n.104 of 10 August 2023; -   to the shareholders a dividend of €1.8029 for each share outstanding entitled to the payment of the dividend, for a maximum amount of €3,014,750,000.00; -   in favor of UniCredit Foundation an amount of €30,000,000.00 for social, charity and cultural initiatives; -   to the Reserve for social, charity and cultural initiatives aimed at the social and labour inclusion of young people, the promotion of education and to support for communities most impacted by the energy transition, an amount of €5,000,000.00; -   to the Reserve related to the medium-term incentive program for Group Staff an amount of €100,000,000.00; -   to the Statutory Reserve the remaining amount.   Notice of dividend payment The Dividend will be paid, in accordance with the applicable laws and regulations, on 24 April 2024 with the “ex-dividend date” (coupon n° 8) on 22 April 2024, through the intermediaries participating in the Monte Titoli settlement service. Pursuant to art. 83-terdecies of Legislative Decree n. 58/1998, the shareholders entitled to receive the dividend will be those with from evidenced ownership at the end of the record date 23 April 2024.   Elimination of negative reserves for the components not subject to change by means of their definitive coverage   The Shareholders' Meeting approved, with 99.96 per cent of the share capital present and entitled to vote,  the coverage of the negative reserves totaling €444,979,273.02 through use of: i) the Statutory Reserve for €174,669,687.59 to cover the negative reserve from the payments related to the usufruct contract connected to the Cashes financial instruments, and ii) the Reserve from business combinations (IFRS3) for €270,309,585.43 to cover the negative reserves related to the coupon payments of the Additional Tier 1 instruments (€262,943,040.50) and the payments related to the “equity-settled share based payments” settled in cash (€7,366,544.93).   Authorisation to purchase treasury shares aimed at remunerating the shareholders. Consequent and inherent resolutions    The Shareholders' Meeting, with 96.71 per cent of the share capital present and entitled to vote, authorised the Board of Directors, pursuant to Articles 2357 of the Italian Civil Code and 132 of the TUF, to make purchases, also in part and/or in instalments, for a maximum number of shares of the Company equal to 200,000,000. The transaction was authorised by the ECB, as announced on 11 April 2024.   The purchases of UniCredit shares may be carried out and therefore completed within the earliest of: (i) the date that will fall after 18 (eighteen) months from today's date and (ii) the date of the Shareholders' Meeting that will be called to approve the financial statements for the year ending on 31 December 2024.   As indicated in the directors’ report, a first distribution under the aforesaid authorisation, is expected to be equal to a maximum disbursement of Euro 3,085,250,000. It is expected that the purchases under such buy-back program, related to the residual part of the total payout for the 2023 financial year, will be initiated after the announcement of the results related to the first quarter 2024, taking into account, inter alia, market conditions. The launch of the treasury shares purchase program will be announced within the terms of law.   A second distribution as an anticipation of the expected distributions for the 2024 financial year will be evaluated by the Board of Directors, also under the aforesaid authorization, during the financial year in accordance with the criteria indicated in the resolution and in the directors’ report.   The purchases of UniCredit shares, if initiated, must be carried at a price that will be determined on a case-by-case basis, in compliance with any applicable regulatory requirements, including those of the European Union, in force from time to time, it being understood that the purchase price cannot diverge downwards or upwards by more than 10% from the official price that the UniCredit share will have registered in the trading session of Euronext Milan, organized and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction.   The authorization to purchase treasury shares is part of the activities envisaged in the 2022-2024 Strategic Plan "UniCredit Unlocked" aimed at shareholder remuneration.   Determination of the number of Directors and of the number of Audit Committee members and appointment of Directors and of Audit Committee members   The Shareholders’ Meeting set at fifteen, as proposed by the outgoing Board of Directors, the number of Directors, including four as members of the number of the Audit Committee members, with 99.92 per cent of the share capital present and entitled to vote.   Moreover, the Shareholders’ Meeting appointed, on the basis of the voting list system, for the 2024 - 2026 financial years, with a term of office expiring on the date of the approval of the 2026 financial statements:   - as members of the Board of Directors different from the members of the Audit Committee: 1) Pietro Carlo Padoan, Andrea Orcel, Paola Bergamaschi, Elena Carletti, Marcus Johannes Chromik, António Domingues, Jeffrey Alan Hedberg, Beatriz Ángela Lara Bartolomé and Maria Pierdicchi, drawn from the list no. 1, submitted by the outgoing Board of Directors, which obtained the majority of the Shareholders' Meeting votes, equal to 91.49 per cent; 2) Vincenzo Cariello and Francesca Tondi, drawn from the list no. 2, submitted by several institutional investors, indicated in the letter of presentation of the list published on the Company's Intenet Website - holding a total of 1.41404 % (shares no. 24,316,635) of the share capital - and voted by the minority of shareholders attending the meeting, with 8.37 per cent of the capital represented at the meeting;   - as members of the Board of Directors and members of the Audit Committee: 1) Paola Camagni, Julie Birgitte Galbo and Gabriele Villa, drawn from the list no. 1 mentioned above; 2) Marco Giuseppe Maria Rigotti (Chair of the Audit Committee), drawn from the list no. 2 mentioned above.   In the candidacy, the following declared to be independent pursuant to Legislative Decree no. 58/1998 and Article 2399 of the Italian Civil Code, to the Ministry of Economy and Finance Decree no. 169/2020, as well as to the Italian Corporate Governance Code: Pietro Carlo Padoan, Paola Bergamaschi, Vincenzo Cariello, Elena Carletti, Paola Camagni, Marcus Johannes Chromik, António Domingues, Julie Birgitte Galbo, Jeffrey Alan Hedberg, Beatriz Ángela Lara Bartolomé, Maria Pierdicchi, Marco Giuseppe Maria Rigotti, Francesca Tondi and Gabriele Villa.   The shares owned by the Directors Andrea Orcel, Elena Carletti e Jeffrey Alan Hedberg (who were already members of the previous board) were declared in the report on the Policy regarding remuneration and compensation paid (published on the Company's Intenet Website) available for consultation at the address) and the sale and purchase transactions carried out by the same are subject to disclosure on page Transactions - UniCredit (unicreditgroup.eu). There is no information on any shares held by the remaining Directors.   The curricula of the new Directors will be made available on the Governance section/Corporate bodies of the Company's website (www.unicreditgroup.eu).   Determination of the remuneration of Directors and Audit Committee members   The Shareholders' Meeting also approved, with 98.14 per cent of the share capital present and entitled to vote, the proposal of the outgoing Board of Directors to determine i) in Euro 1,430,000 the compensation to be distributed, in accordance with the provisions of the Articles of Association, for each year of office among the members of the Board of Directors who are not also members of the Audit Committee; ii) in Euro 300,000 the annual compensation for the member of the Board of Directors who is also Chair of the Audit Committee; and iii) in Euro 230,000 the annual compensation for each member of the Board of Directors who is also a member of the Audit  Committee.   2024 Group Remuneration Policy   The Shareholders' Meeting approved, with 87.96 per cent of the share capital present and entitled to vote, the 2024 Group Remuneration Policy which defines the principles and standards which UniCredit applies in designing, implementing and monitoring the Group compensation practices, plans and systems.   Remuneration Report   The Shareholders' Meeting approved, with 88.05 per cent of the share capital present and entitled to vote, the Remuneration Report which provides all relevant Group compensation-related information on the remuneration policies, practices and outcomes.   2024 Group Incentive System   The Shareholders' Meeting approved, with 98.14 per cent of the share capital present and entitled to vote, the adoption of the 2024 Group Incentive System which, as required by national and international regulatory requirements, provides for the allocation of an incentive in cash and/or in free UniCredit ordinary shares to be granted, subject to the achievement of specific performance conditions over a multi-year period to a selected group of UniCredit Group employees.   Employee Share Ownership Plan   The Shareholders' Meeting approved, with 99.80 per cent of the share capital present and entitled to vote, "U Share", a share ownership plan designed to offer Group employees the opportunity to invest in UniCredit shares at favorable conditions.   Extraordinary part   Delegation to the Board of Directors of the power to resolve a free capital increase to the service of the 2022 Group Incentive System and for other forms of variable remuneration and consequent integration of Article 6 of the Articles of Association   The Shareholders' Meeting, with 99.83 per cent of the share capital present and entitled to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil Code, approving the consequent amendments to the UniCredit Articles of Association, the authority to resolve - in one or more occasion in 2025 - to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum of 820,000 ordinary shares, to be assigned to the beneficiaries of the 2022 Group Incentive System and for other forms of variable remuneration.   Delegation to the Board of Directors of the power to resolve a free capital increase to the service of the 2023 Group Incentive System and for other forms of variable remuneration and consequent integration of Article 6 of the Articles of Association   The Shareholders' Meeting, with 99.45 per cent of the share capital present and entitled to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil Code, approving the consequent amendments to the UniCredit Articles of Association, the authority to resolve - in one or more occasion in 2025 - to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum of 3,300,000 ordinary shares, to be assigned to the beneficiaries of the 2023 Group Incentive System and for other forms of variable remuneration.   Delegation to the Board of Directors of the power to approve a free capital increase to the service of the 2020-2023 LTI Plan and consequent integration of Article 6 of the Articles of Association   The Shareholders' Meeting, with 99.91 per cent of the share capital present and entitled to vote, gave the Board of Directors, according to Section 2443 of the Italian Civil Code, approving the consequent amendments to the UniCredit Articles of Association, the authority to resolve - in one or more occasion in 2025 - to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum of 1,500,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2020-2023 Long Term Incentive Plan.   Cancellation of treasury shares with no reduction of share capital; consequent amendment to Article  5 of the Articles of Association. Related and consequent resolutions   The Shareholders’ Meeting approved, with 98.29 per cent of the share capital present and entitled to vote, the cancellation of all UniCredit shares that may be purchased on the basis of today's authorization by the Shareholders' Meeting in ordinary session referred to in item 4 of the agenda issued to the Board of Directors for the purchase of UniCredit shares, up to a maximum total of no more than 200,000,000 shares. The aforementioned cancellation will have no effect on the Company's shareholders' equity, without prejudice to the amount of the share capital, with a consequent automatic increase in the "implicit accounting parity" of the shares issued by the Company. The Shareholders' Meeting also approved the amendments to Article 5 of the Articles of Association necessary for the implementation of this resolution. 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.   Milan, 12 April 2024   Enquiries:           Media Relations e-mail: mediarelations@unicredit.eu Investor Relations e-mail: investorrelations@unicredit.eu
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UniCredit: balance of 2023 Share Buy-Back Programme in amount of € 3.1 billion authorised by the ECB

PRESS RELEASE
11 April 2024 PRICE SENSITIVE
  UniCredit S.p.A ("UniCredit", "The Company") informs it has received ECB authorization for the execution of the remainder of the 2023 share buy-back programme for a maximum of Euro 3,085 million.   The approval was based on financial information provided by the Company that demonstrated robust capital and a resilient model in stress scenarios.   The first tranche of the 2023 share buyback - in an amount of Euro 2,500 million - was concluded on 7 March 2024.   Together with the proposed dividend this leads to a total 2023 distribution of Euro 8.6 billion: an increase of circa Euro 3.35 billion versus 2022.   Proforma for this distribution UniCredit's CET1 ratio is 15.9% as at 2023 year-end.   This underlines UniCredit's commitment to attractive and sustainable shareholder returns while maintaining strong capital and underpins the company’s confidence in delivering ongoing attractive shareholder returns and creating long term value.   Commencement of the buy-back programme, as well as the dividend for a maximum of Euro 3,015 million, is dependent upon the approval by shareholders at the Shareholders' Meeting convened on 12 April 2024. Please refer to the Company website for further details on it.   Due to black-out period restrictions, the share buy-back is expected to commence as soon as possible following first quarter 2024 financial results to be released on 7 May 2024, subject to shareholder approval and market conditions.   Milan, 11 April 2024     Contacts Media Relations: e-mail MediaRelations@unicredit.eu Investor Relations: e-mail InvestorRelations@unicredit.eu
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Articles of Association

PRESS RELEASE
28 March 2024
  This is to inform that the updated version of the Articles of Association following the cancellation of treasury shares as communicated in the press release issued on 26 March 2024 has been filed on 28 March 2024 with the Company Register and it is published on the Company website at Articles of Association and Code of Ethics - UniCredit (unicreditgroup.eu), on the website of the authorized storage mechanism "emarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.it/en) and it is available to shareholders at the Company's Registered Office in Milan.                                                                                                             Milan, 28 March 2024   Enquiries: Media Relations: e-mail: MediaRelations@unicredit.eu Investor Relations: e-mail: InvestorRelations@unicredit.eu
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Latest Articles from One UniCredit

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One UniCredit is our Group digital magazine where we showcase stories and insights from across our geographies in Italy, Germany, Central & Eastern Europe.

 

One UniCredit is where our people, clients and stakeholders can engage with us to discover the bank's commitments and corporate values.

 

 

 

The UniCredit Foundation is delighted to present its 2023 Annual Report, narrating an incredible year of transformation and exciting achievements. The report underscores our enduring commitment to young people through a representation of the countless initiatives introduced by the Foundation over the past year.
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The UniCredit Art Collection is a living, growing resource with treasures that reflect the European identity of the Group. One of the artists present in our collection is Francesco Jodice to whom we asked “What is art?” and insights in how he develops his impactful projects.
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Transgender Day of Visibility on 31 March is an important moment to raise awareness, educate, encourage dialogue and show our support for the resilience, achievements and experiences of transgender and gender non-conforming individuals.
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Sixteen unique artworks belonging to the UniCredit Art Collection by the master of "Magic Realism" Antonio Donghi are on show in Rome until 26 May. Our Bank is proud to be the Main Sponsor of this fine initiative, reflecting the objective of making culture accessible to all.
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Tomorrow, Saturday 23 March at 20.30 local time, we will turn off the lights in 33 of our buildings across ten countries for sixty minutes – marking our seventeenth consecutive year of participation in Earth Hour.
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Earlier this year, UniCredit supported H2 Green Steel in a EUR 4.2 billion project financing to fund the world’s first large-scale green steel plant in Europe. This flagship green steel plant in Sweden is testament to how we engage with our clients in the sector – supporting their decarbonisation plans via impactful ESG advisory and bespoke green and transition financing.
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UniCredit is proud to launch its new Annual and Integrated Reports that outline our achievements in 2023, a year which is the culmination of our Bank’s transformation and concrete evidence of how these milestones have set a foundation for 2024 and beyond.
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Today at UniCredit, we mark International Women’s Day 2024 celebrating some of the amazing female talents across our Group and countries – our Female Changemakers! And, given the 2024 theme #InspireInclusion, we talk about what inclusion means to us and how we can encourage it every day.
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We are excited to announce the new UniCredit Employee Value Proposition (EVP), Unlock a better tomorrow, encompassing our Culture, Values and ambitions as an employer.
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Our Bank is embarking on a sailing journey by supporting the third edition of the Youth America’s Cup. This partnership aligns with UniCredit’s steadfast commitment to unlocking young people’s potential, fostering sustainable development, and driving economic growth.
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Upper part of the UniCredit Tower photographed at sunset