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Assessment of the requirements of the Directors and Statutory Auditors appointed by the Shareholders' Meeting

In its today meeting, the UniCredit Board of Directors verified the integrity, experience and independence requirements for the Directors appointed by the Ordinary Shareholders' Meeting held on 11 May 2013, as laid down by current legal and regulatory provisions as well as by the Articles of Association.

 

As far as the independence is concerned, the Board of Directors verified the possession of the requirements as laid down by sec. 148 of the Consolidated Law on Finance and sec. 3 of the Corporate Governance Code for Listed Companies based on the declarations made by the persons concerned, on the information available to the Company concerning any relationships held (either directly or indirectly) with the Group that might affect their independence, also taking into account some significance criteria such as the credit relationships, the credit amount granted and its weight vis-à-vis the system, the position of the receiver vis-à-vis the relevant leading figure (office held, kinship, controlling shareholding) as well as the professional/commercial relationships.

 

Furthermore, the Board of Directors verified the same requirements for the Statutory Auditors in office, appointed by the mentioned Shareholders' Meeting, based on the said criteria and information, after having taken note of the resignation of the Substitute Statutory Auditor Marco Lacchini as of 7 June 2013 for personal reasons.

 

Following the checks made by the Board of Directors, the Directors Mr. Mohamed Ali Al Fahim, Mr. Giovanni Quaglia and Mr. Alexander Wolfgring, the Chairman of the Statutory Auditors Board Mr. Maurizio Lauri, the Permanent Statutory Auditors Mr. Giovanni Battista Alberti, Mr. Cesare Bisoni, Mr. Enrico Laghi and Ms. Maria Enrica Spinardi as well as the Substitute Statutory Auditors Ms. Federica Bonato, Mr. Paolo Domenico Sfameni and Ms. Beatrice Lombardini all met the requirements laid down by sec. 148 of Consolidated Law on Finance and sec. 3 of the Corporate Governance Code for Listed Companies.

 

 

 

Milan, June 10, 2013