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Integration of the Notice of Call of the Ordinary and Extraordinary Shareholders' Meeting

Reference is made to the Ordinary and Extraordinary Shareholders' Meeting called by notice published on April 2nd 2015 for May 13th, 2015, at 10:00 am, at 180 Viale Umberto Tupini in Rome, in single call.

In that regard, we inform you that on April 21st the Board of Directors resolved to supplement the list of matters to be discussed by the Meeting by inserting the following item number 12 in the Agenda for the Ordinary Session:

 

12.   "Completion of the Board of Statutory Auditors following the resignation of one of the permanent Statutory Auditors".

 

The General Meeting is hereby called in order to resolve on the following

 

AGENDA

 

Ordinary part

 

1. Approval of the UniCredit S.p.A. individual financial statements as at December 31, 2014, accompanied by the Reports of the Directors and of the Auditing Company; Board of Statutory Auditors Report. Presentation of the consolidated financial statements;

2. Allocation of the UniCredit S.p.A. 2014 net profit of the year;

3. Distribution of a dividend from Company profits reserves in the form of a scrip dividend;

4.  Appointment of Directors, once the number of Board members has been set, and definition of the duration of their term in office;

5.  Authorisation for competing activities pursuant to Section 2390 of the Italian Civil Code;

6.  Determination in accordance with Clause 26 of the Articles of Association of the remuneration for Directors for their work on the Board of Directors, the Board Committees and other company bodies;

7.   2015 Group Compensation Policy;

8.   2015 Group Incentive System;

9.   UniCredit Long Term Incentive plan for the UniCredit Top Management;

10.  Group Termination Payments Policy;

11.   UniCredit Group Employee Share Ownership Plan 2015 (Plan "Let's Share for 2016");

12.   Completion of the Board of Statutory Auditors following the resignation of one of the permanent Statutory Auditors.

 

Extraordinary part

 

1.  Capital increase for no consideration pursuant to article 2442 of the Italian Civil Code to service the payment of a dividend from profit reserves, in the form of a scrip dividend, to be implemented through the issue of ordinary shares and savings shares to be assigned, respectively, to the holders of ordinary shares and the holders of savings shares of the Company, without prejudice to any request for payment in cash; ensuing amendments to the Company By-laws;

2.  Amendments to clauses 6, 8, 20, 23 and 30 of the Articles of Association;

3.   Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to resolve in 2020 to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of € 32,239,804.21 corresponding to up to 9,500,000 UniCredit ordinary shares to be granted to the Personnel of the Holding Company and of Group banks and companies, in order to complete the execution of the 2014 Group Incentive System; consequent amendments to the Articles of Association;

4.  Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions for a maximum period of five years starting from the date of the shareholders' resolution, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of € 100,075,594.87 corresponding to up to 29,490,000 UniCredit ordinary shares to be granted to the Personnel of the Holding Company and of the Group banks and companies in execution of the 2015 Group Incentive System; consequent amendments to the Articles of Association.

 

 

Documentation for the Meeting:

 

The full text of the resolution proposal, together with the related explanatory Report concerning item no. 12 of the Ordinary Part are today made available to the public at the Company's Registered Office and its Head Office, on the website of the market management company Borsa Italiana S.p.A. (www.borsaitaliana.it), on the website of the authorized storage mechanism "SDIR & Storage" (www.emarketstorage.com), as well as on the UniCredit website. The Shareholders may obtain copies of such documents.

 

Submission of new resolution proposals and right to ask questions before the Shareholders' Meeting

 

Without prejudice to the information given in the notice of call published on April 2nd 2015 in relation to the other items on the Agenda for the Ordinary and Extraordinary Sessions, with reference to the Agenda item no. 12 for the Ordinary Session, Shareholders, separately or collectively, representing at least the 0.50% of the share capital may submit proposals for resolution within 10 days starting from the publication of this notice, in accordance with art. 126-bis of the Consolidated Finance Act.

 

The proposals for resolution - together with the documentation certifying the ownership of the shareholding - must be sent to the attention of the Corporate Law Department and submitted in writing, or sent via registered mail with receipt notice, to UniCredit S.p.A.'s Registered Office; the proposals may also be sent via certified e-mail to corporate.law@pec.unicredit.eu. Within the same deadline, and with the same ways, the Board of Directors must be sent, by the proposing Shareholders, a report giving the reason for the proposal. The legitimation of the applicant shall be ascertained on the basis of the notice given by the broker according to sec. 23 of the Regulation concerning central depositories' and settlement services, guarantee systems and related management companies (Bank of Italy and CONSOB Resolution dated 22 February 2008 and following changes).

 

Any person entitled to vote may individually submit resolution proposals at the Shareholders' Meeting.

 

Moreover, also with reference to the Agenda item no. 12 for the Ordinary Session, the holders of voting rights may submit questions pursuant to art. 127-ter of the Consolidated Finance Act. The questions must be put in writing, within the terms and conditions set out in the notice of call published on April 2nd 2015.

 

 

Milan, April 22nd, 2015

 

 

THE CHAIRMAN OF THE BOARD OF DIRECTORS

Signed by Giuseppe VITA