The UniCredit Board of Directors has approved the Internal Dealing Procedure (the "Procedure").
The "Procedure" deals with reporting duties and restrictions relating to certain transactions in UniCredit shares and/or debt instruments, as well as other financial instruments, linked to "Relevant Persons" of UniCredit and persons closely associated with them.
The Procedure implements the relevant regulatory requirements set out in 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). It includes the provisions laid out 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 S.p.A. equal or greater than 10% of UniCredit S.p.A. share capital, in form of shares with voting rights, and furthermore any subject who has control over UniCredit S.p.A..
The UniCredit Relevant Persons are:
The Directors of the Board
Pietro Carlo Padoan (Chairman), Lamberto Andreotti (Deputy Chairman), Andrea Orcel (CEO), Vincenzo Cariello, Elena Carletti, Jayne-Anne Gadhia, Jeffrey Alan Hedberg, Beatriz Lara Bartolomé, Luca Molinari, Maria Pierdicchi, Francesca Tondi, Renate Wagner, Alexander Wolfgring (directors)
The Permanent Statutory Auditors
Marco Rigotti (Chairman), Angelo Rocco Bonissoni, Benedetta Navarra, Guido Paolucci, Antonella Bientinesi
Group Executive Committee ("GEC")
Andrea Orcel, Michael Diederich, Gianfranco Bisagni, Teodora Petkova, Richard Burton, Stefano Porro, Siobhan McDonagh, Jingle Pang, Fiona Melrose, Joanna Carss, TJ Lim, Serenella De Candia, Gianpaolo Alessandro and Remo Taricani as Permanent Guest to GEC
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 stakeholder with a stake in UniCredit S.p.A. equal or greater than 10% of UniCredit S.p.A. share capital will be considered as a Relevant Person.
Persons closely associated 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 have 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 associated with Relevant Persons under the TUF provisions, please refer to art. 10 of the Internal Dealing Procedure.
Internal Dealing Procedure content: notifications and blackout periods
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 debt 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 ("Blackout Periods"): Relevant Persons are prohibited from entering into transactions in UniCredit listed shares and/or debt instruments (as well as derivatives and financial instruments linked thereto) during a period of 30 calendar days before the announcement of annual financial statements, half-year financial reports, and the quarterly financial reports. In addition, the Board of Directors can decide other periods when transactions by Relevant Persons are banned or restricted.