Cross-border merger by absorption of UniCredit SA/NV into UniCredit S.p.A.

Milan, 23 June 2026

UniCredit S.p.A. announces that, following the authorisation granted by the European Central Bank pursuant to the applicable laws and regulations, on 23 June 2026 the common cross-border merger plan relating to the absorption of UniCredit SA/NV (formerly Aion Bank SA/NV) ("UCBe") into UniCredit S.p.A. ("UniCredit") (the "Cross-border Merger") has been filed with the Companies Register of Milan, Monza Brianza and Lodi in accordance with Article 2501-ter of the Italian Civil Code.

Approval of the merger

Pursuant to Article 2505, paragraph 2, of the Italian Civil Code and Article 23 of the Articles of Association, the resolution concerning the Cross-border Merger will be adopted by the Board of Directors of UniCredit through a public deed.

In any case, pursuant to Article 2505, paragraph 3, of the Italian Civil Code, UniCredit shareholders representing at least 5% of the share capital are entitled to request - within eight days from the filing of the merger plan with the Companies Register - that the resolution approving the merger be adopted by the shareholders' meeting.

Exercise of shareholders' rights

Such request must be sent to UniCredit by certified email at the following address:

corporate.law@pec.unicredit.eu

and must be accompanied by appropriate documentation certifying ownership of the shares.

Documentation

The documentation relating to the Cross-border Merger is available to the public:

·       at the registered office of UniCredit S.p.A.;

·       on this website, in the section Governance/Corporate transactions;

·       on the authorised storage mechanism "eMarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.it/en).

Milan, 23 June 2026

Further to the press release dated 4 June 2026 relating to the common cross-border merger plan for the absorption of UniCredit SA/NV (formerly Aion Bank SA/NV) ("UCBe"), as the absorbed company, into UniCredit S.p.A. ("UniCredit"), as the absorbing company (the "Cross-border Merger").

UniCredit announces that, on 19 June 2026, the authorisation by the European Central Bank pursuant to Article 57 of Legislative Decree No. 385 of 1 September 1993 (the Italian Banking Act) has been granted in relation to the Cross-border Merger.

Available documents

Following the authorisation by the European Central Bank, the following documents have today been made available to the public pursuant to Article 70, paragraph 7, letter a) of Consob Regulation No. 11971/1999 (the "Issuers' Regulation") and Article 23 of Legislative Decree No. 19/2023:

·       Financial statements for the last three financial years of the companies participating in the Cross-border Merger;

Furtherly to already available documents:

·       Common Cross-border Merger Plan;

·       Explanatory report of the Board of Directors of UniCredit addressed to employees.

The above documents will remain available to the public during the thirty days preceding the merger resolution and until such resolution is adopted; shareholders may examine and obtain copies thereof.

Publication details

The documents related to the merger are available:

·       at the registered office of UniCredit S.p.A.;

·       on this website, in the section Governance / Corporate transactions;

·       on the authorised storage mechanism "eMarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.it).

Additional information

The common cross-border merger plan has been filed for registration with:

·       the Companies Register held by the Chamber of Commerce of Milan, Monza Brianza and Lodi;

·       the Banque Carrefour des Entreprises;

where UniCredit and UCBe have their respective registered offices.

Considering that UniCredit holds 100% of the share capital of UCBe, the Cross-border Merger may be approved by the administrative body of UniCredit pursuant to Article 2505, paragraph 2, of the Italian Civil Code, as provided for in the bylaws, without prejudice to the shareholders' rights pursuant to Article 2505, paragraph 3, of the Italian Civil Code.

The Shareholders of UniCredit S.p.A. will be informed, through a specific notice, of the procedures for exercising their rights pursuant to the applicable regulations.

Milan, 4 June 2026

UniCredit S.p.A. announces that, in relation to the common cross-border merger plan concerning the absorption of UniCredit SA/NV (formerly Aion Bank SA/NV) ("UCBe") into UniCredit S.p.A. ("UniCredit") (the "Cross-border Merger"), approved by the Board of Directors of UniCredit on 23 February 2026, the following documents have today been made available to the public.

The documentation is published pursuant to Article 70, paragraph 7, letter a) of Consob Regulation no. 11971/1999 (the "Issuers' Regulation") and Article 23 of Legislative Decree no. 19/2023.

Available documents

• Common Cross-border Merger Plan, approved by the Board of Directors of UniCredit on 23 February 2026 and by the Board of Directors of UCBe on 26 February 2026;

• Explanatory report of the Board of Directors of UniCredit regarding the Cross-border Merger, also prepared for the purpose of informing employees (the "Explanatory Report").

In accordance with Article 23 of Legislative Decree no. 19/2023, the Explanatory Report has been duly provided to employees' representatives by means of a specific communication.

 

Publication details

The above documents are available to the public:

• at the registered office of UniCredit S.p.A.;

• on this website, in the section Governance / Corporate transactions;

• on the authorised storage mechanism "eMarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.it).

Conditions precedent
 

The completion of the transaction is subject to obtaining the necessary approvals, including from the European Central Bank (ECB).