The UniCredit Board of Directors approved the Internal Dealing Procedure (the "Procedure") dealing with reporting duties and restrictions relating to certain transactions in UniCredit shares and/or debt instruments as well as in other financial instruments linked thereto by the "Relevant Persons" of UniCredit and persons closely associated with them.
The Procedure implements the relevant regulatory requirements set out in the article 19 of the Regulation (EU) no. 2014/596 of the European Parliament and of the Council of 16 April 2014 ("Market Abuse Regulation" or ever "MAR") - as amended by article 56 of the Regulation (EU) no. 2016/1011 - and the relevant Delegated Regulations (no. 2016/522 and 2016/523) as well as the provisions laid down by article 114, co. 7 of the Legislative Decree n. 58 of 24th February 1998 (Italian Financial Act, hereinafter also "TUF"), and articles 152-quinquies.1 and following of the CONSOB Regulation n.11971. (so called "Issuers' Regulation), with respect to potential shareholders with a stake in UniCredit SpA equal or greater than 10% of UniCredit SpA share capital, in form of shares with voting rights, and furthermore any subject who has control over UniCredit SpA.
The UniCredit Relevant Persons are:
- The Directors of the Board
- The Standing Statutory Auditors
- The Executive Management Committee (EMC) Members, including its Permanent Guests.
The identification of any other Relevant Persons besides those specified above is the sole prerogative of the UniCredit Board of Directors
Furthermore, according to TUF requirements, any potential stakeholder with a stake in UniCredit SpA equal or greater than 10% of UniCredit SpA share capital will be considered as a Relevant Person.
Persons closely associates with Relevant Persons
For the purposes of the reporting duties envisaged by the Internal Dealing Procedure, the Relevant Persons shall also notify transactions executed by:
a) a spouse of the Relevant Person or partner considered to be equivalent to a spouse in accordance with national law;
b) the Relevant Person's dependent children in accordance with national law;
c) the Relevant Person's relatives who has shared the same household for at least one year on the date of a transaction to be notified;
d) a legal person, trust or partnership
d.1) the managerial responsibilities of which are discharged by the Relevant Person or by a person referred to in point a), b), or c); or
d.2) directly or indirectly controlled by the Relevant Person or by a person referred to in point a), b), c); or
d.3) set up for the benefit of the Relevant Person or by a person referred to in point a), b), c); or
d.4) the economic interests of which are substantially equivalent to those of the Relevant Person or by a person referred to in point a), b), c).
For further details on Persons closely associates with Relevant Persons under the TUF provisions, please refer to art. 10 of the Internal Dealing Procedure.
Internal Dealing Procedure content
The procedure provides two relevant duties on subjects classified as Relevant Persons of UniCredit S.p.A.:
- to notify CONSOB of transactions on listed UniCredit shares and debts instruments (as well as derivatives and financial instruments linked thereto) executed by them and/or by persons closely associated with them; and
- to refrain from executing the above transactions in certain spans of time (so called "Blackout Periods").