The Board of Directors that met on May 29,2012 verified the Directors' independence requirements pursuant to Section 148 of the Consolidated Finance Actand Section 3 of the Corporate Governance Code.
The result of such assessment is as follows:
- Independent Directors: Mr. Khadem Abdualla Al Qubaisi, Mr. Manfred Bischoff, Ms. Henryka Bochniarz, Mr. Alessandro Caltagirone, Mr. Luca Cordero di Montezemolo, Mr. Friedrich Kadrnoska, Ms. Marianna Li Calzi, Mr. Luigi Maramotti, Mr. Antonio Maria Marocco, Mr. Lorenzo Sassoli de Bianchi, Mr. Anthony Wyand and Ms. Lucrezia Reichlin;
- Non-independent Directors pursuant to Section 3 of the Corporate Governance CodeMr. Vincenzo Calandra Buonaura, Mr. CandidoFois, Mr. Federico Ghizzoni, Mr. Francesco Giacomin, Ms. Helga Jung,Mr. Fabrizio Palenzona and Mr. Giuseppe Vita;
- Non-independent Directors pursuant to Section 148 of the Consolidated Finance Act Mr. Federico Ghizzoni and Ms. Helga Jung;
The Board of Directors confirmed the evaluation it made on March 27 as far as concerns Mr Wyand, considering that his tireless efforts in such role should legitimately qualify as an indicator of his independence, despite the number of years he has held the office of Board member. Furthermore, the Board of Directors considered the Chairman Giuseppe Vita as non-independent Director pursuant to Section 3 of the Corporate Governance Code considering his role as significant representative of UniCredit.
Taking into account the proposal made by the Corporate Governance, HR and Nomination Committee (already appointed on May 11), the Board of Directors also appointed the following members of the BoardCommittees:
- as members of the Permanent Strategic Committee, Mr. Vita (Chairman of the Board of Directors), Mr.Fois (Stand-in Deputy Chairman), Mr.Calandra Buonaura (Deputy Chairman), Mr.Palenzona (Deputy Chairman), Mr. Ghizzoni (Chief Executive Office), Mr.Bischoff, Mr.Cordero di Montezemolo, Mr.Maramotti and Ms. Reichlin;
- as members of the Remuneration Committee, Mr. Vita, Mr. Fois, Ms. Bochniarz, Mr. Caltagirone and Mr. Kadrnoska;
- as members of the Internal Controls & Risks Committee, Mr. Vita, Mr. Fois, Mr. Giacomin, Mr. Kadrnoska, Ms. Li Calzi, Mr. Maramotti, Ms. Reichlin, Mr. Sassoli de Bianchi and Mr. Wyand.
Finally, the Board of Directors appointed as Ms. Li Calzi, Ms. Reichlin and Mr. Sassoli de Bianchi as members of the Related-Parties Transactions Sub-Committee set up within the Internal Controls & Risks Committee in addition to the Internal Controls Sub-Committee and the Risks Sub-Committee, the members of which will be appointed by the Internal Controls& Risks Committee.
Milan, May 29, 2012