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Resignation of a Permanent Statutory Auditor - Assessment of a new Director's requirements

UniCredit S.p.A. informs you that on November 9, 2015, Mr. Giovanni Alberti resigned from his office as permanent Statutory Auditor, with effect from the same date, for arising reasons of personal disagreement with governing body. Ms. Federica Bonato, who was already a stand-in Statutory Auditor of UniCredit drawn of same list, replaces Mr. Alberti till nex Shareholders Meeting.

The curriculum vitae of Ms. Bonato is available in the company website www.unicreditgroup.euGovernance/Board of Statutory Auditors Section.

Moreover, we inform you that in its today meeting, the UniCredit Board of Directors assessed the existence of the  integrity and experience requirements for the Director Mr. Al Mehairi, appointed on last October, 15, as laid down by current legal and regulatory provisions.

The Board of Directors checked also the independence requirements as laid down by sec. 20 of the Articles of Association, sec. 3 of the Corporate Governance Code for Listed Companies and sec. 148 of the Consolidated Law on Finance, based on the declarations made by the Director concerned and on the basis of the information available to the Company. At that regard, the Board took into consideration the professional, commercial and credit relationships held (either directly or indirectly) that might affect his independence, taking into account significance criteria (amount of the consideration  and characteristics of the relationship; credit amount granted and its weight vis-à-vis the system, counterparty's characteristics, Director's position).

Furthermore, the Board of Directors verified the correspondence of the Director's profile with the qualitative and quantitative Profile of the Board, also with regard to the limit of offices to be held. Finally, it checked that there aren't situations falling within the scope of Sec. 36 of the L.D. no. 201/2011 ("Prohibition of interlocking").


Milan, November 11, 2015


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