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.
These Procedure also details how to comply with reporting obligations connected to the negotiation of UniCredit's shares on:
- the Frankfurt Stock Exchange, to Germany's market supervisory authority ("Bundesanstalt für Finanzdienstleistungsaufsicht" or "BaFin") in accordance with section 15a of the Wertpapierhandelsgesetz -WpHG ("Securities Trading Act") and related instructions on its application issued by BaFin
- the Warsaw Stock Exchange, to Poland's market supervisory authority ("Komisja Nadzoru Finansowego" or "Polish Financial Supervision Authority" - "PFSA") as provided by Art. 160 of the Trading in Financial Instruments Act and related instructions on its application issued by the Minister of Finance.
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).
The UniCredit Relevant Persons are:
- The Directors of the Board
- The Standing Statutory Auditors
- The Executive Management Committee (EMC) Members
The identification of any other Relevant Persons besides those specified above is the sole prerogative of the UniCredit Board of Directors.
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 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
directly or indirectly controlled by the Relevant Person; or
d.2) set up for the benefit of the Relevant Person; or
d.3) the economic interests of which are substantially equivalent to those of the Relevant Person.
Internal Dealing Procedure content
The procedure provides two relevant duties on subjects classified as Relevant Persons of UniCredit S.p.A.:
- to notify 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").
Unless otherwise specified, the provisions of this Procedure apply and refer to reporting in respect of the relevant national competent authorities - i.e. Consob, BaFin, and PFSA.