During the course of its today's meeting the UniCredit Board of Directors established that both the members of the Statutory Auditors Board and the Director appointed by the Shareholders' Ordinary Meeting held on April 14th, 2016, are in possession of the integrity, experience and independence requirements provided for by law, according to the statutory and regulatory provisions in being.
As far as concerns independence the Board established the possession of said requirements on the basis of the declarations made by the persons concerned and of the information available to the Company regarding any relationships (credit-wise, commercial/professional and employee/employer, as well as regarding relevant posts held) entertained with the Group by said persons and by other persons referable to them, taking into account - amongst other things - as regards credit relationships the amount of the credit granted, its weight vis-à-vis the system and the characteristics of the borrower, and, as far as concerns commercial/professional relationships, the amount of the consideration, its weight vis-à-vis the economic situation of the borrower and the nature of the transaction.
Regarding the above:
· all the members - permanent and stand-in - of the Board of Statutory Auditors proved to be independent according to the provisions of sec. 148 of the Legislative Decree no. 58/1998 (TUF) and of sec. 3 of the Corporate Governance Code. The same check carried out by the Statutory Auditors Board gave an identical result, as the Board of Directors was told;
· Director Mr. Mohamed Hamad Ghanem Hamad Al Mehairi also proved independent according to sec. 20 of the Articles of Association, to sec. 3 of the Corporate Governance Code and to sec. 148 of the TUF.
As far as concerns Mr. Al Mehairi the Board also confirmed that his appointment was consistent with the quanti-qualitative composition of the managing body believed best, also taking into account the limit to the number of posts that may be held.
Milan, May 10, 2016
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