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Notice of call

 

The Special Meeting of UniCredit S.p.A. Savings Shareholders is hereby convened on 29th May 2017 at 3 p.m. in Milan - at Via Fratelli Castiglioni 12 (corner Via Don Luigi Sturzo) - in single call, to discuss and decide on the following

 

AGENDA

 

1. Approval of the statement of accounts envisaged by Sec. 146, subsec. 1, lett. c), of the Legislative Decree no. 58/98;

2.  Appointment of the Savings' Shareholders' Representative for the 2017-2019 period, with the term of office expiring at the date of the Annual General Meeting called upon to approve the Company's 2019 financial statements;

3.  Determination of the yearly remuneration of the Representative of the Savings' Shareholders for the 2017-2019 period.

 

Right to attend and vote at the Special Meeting

On the basis of sec. 83-sexies of the TUF, there are legitimated to attend and vote at the Special Meeting those persons regarding whom, at their request and within the terms provided for by current provisions, the qualified brokers concerned (the ones who hold the accounts on which the UniCredit shares are recorded) have sent the Company the communications attesting the title to the right according to the records referred to the end of the 18th May 2017, accounting day (i.e. the record date). Any purchase or sale of saving shares recorded after that date shall not be admissible as far as concerns the right to vote at the Special Meeting. Therefore, those who prove to be holders of saving shares only after such date will not be entitled to attend and vote at the Special Meeting.

 

No provisions have been made for voting by correspondence or using electronic means.

 

Voting proxies and the Company's designated representative

Persons having the right to attend the Special Meeting may be represented through execution of a written proxy pursuant to current laws and regulations. To that end, it is possible to use either the proxy form issued by the authorized intermediaries at the request of the voting rights holder or the proxy form available on the Company's website. The representative may, in place of the original, deliver to or send the Company a copy of the proxy, potentially in electronic format, confirming, under his/her own responsibility, the identity of the delegating saving shares holder and that the document is a true copy of the original. The Company may be given notice of the voting proxy granted by means of a document in electronic format with a digital signature, pursuant to Sec. 21, Sub-sec. 2 of the Legislative Decree no. 82/05, by sending an e-mail to ShareholdersDelegation@unicredit.eu.

 

The proxy may also be given to Computershare S.p.A., with registered office in Milan, in its role as representative designated by the Company for this purpose pursuant to Sec. 135-undecies of the Legislative Decree no. 58/98, according to the ways envisaged by current rules and regulations as explained on the Company's website. In that regard, Computershare S.p.A. has put forward a specific proxy form, which is accessible through the section of the Company's website specifically dedicated to this Special Meeting. The proxy for the designated representative, to be sent to the addresses and in the manner specified in the mentioned form and must contain voting instructions for all, or some of, the proposals on the agenda and must reach the aforementioned representative no later than 25th May 2017. Within the same deadline, the proxy and the voting instructions may also be revoked according to the manner indicated in the proxy form. The proxy is only valid for the proposals for which voting instructions have been provided.

 

Additions to the agenda, submission of new resolution proposals on items already on the agenda and right to ask questions before the Special Meeting

The right to add to the Special Meeting's agenda and/or to submit new resolution proposals on items already on the agenda may be exercised by saving shareholders that, even jointly, hold at least 0.50% of the share capital formed by saving shares, in the cases and according to the methods established by Sec. 126-bis of the Legislative Decree no. 58/98, within ten days of the publication of this notice, i.e. within the 8th May 2017. Saving Shareholders' integration of the agenda is not admissible for topics which Special Meeting is called upon to resolve, according to law, following the submission of proposals by the Directors, or on the basis of plans or reports drafted by the Directors, other than those indicated in Sec. 125-ter, Sub-sec. 1, of the Legislative Decree no. 58/98.

 

The requests - together with the documentation certifying the ownership of the shareholding - must be sent to the attention of the Group Corporate Affairs Department and submitted in writing, or sent via registered mail with receipt notice, to UniCredit S.p.A.'s Registered Office or its Head Office; the requests 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 requiring or applying Saving Sharesholders, a report giving the reason for the request or 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).

Additions to the agenda and further resolution proposals on items already on the agenda shall be made public, in the same ways established for the publication of the notice of call, according to the terms outlined in the applicable provisions of law or regulations. At the same time, the reports drawn up by the persons requiring the additions and/or the further resolution proposals submitted, together with any Board of Directors's considerations, will be made available to the public, in the same ways provided for the documents concerning the Meeting.

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

 

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Pursuant to the provisions of Sec. 127-ter of the Legislative Decree no. 58/98, the persons who are entitled to vote may submit questions pertaining to items on the agenda even prior to the Special Meeting, sending them by post to the Company's Registered Office (with the express indication: "To the attention of the Group Corporate Affairs Department") or via e-mail to corporate.law@pec.unicredit.eu. The questions received as above no later than 5 p.m., 26th May 2017, and that prove to be pertinent to the matters on the Agenda, will be given an answer, at the latest, during the Special Meeting as established by the rules of law. 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, or by means of the communication pursuant to Article 83-sexies of Legislative Decree no. 58/98, issued by the broker to allow Special Meeting attendance.

The Company will not answer questions that do not abide by the above modalities, due dates and conditions.

 

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The UniCredit website contains further information about the methods to be used and conditions to be complied with for adding to the agenda or for asking questions prior to the Special Meeting.

 

 

Documents for the Special Meeting

As of today, the full text of the resolution proposals, together with the related explanatory Reports, and the other documents concerning the items on the agenda are available to the public, according to the terms provided for by rules of law and regulations, 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 eMarket STORAGE managed by Spafid Connect S.p.A. (www.emarketstorage.com), as well as on the UniCredit website.

The Saving Shareholders may obtain copies of such documents.

 

Information concerning the share capital and the shares with voting rights

On the day this notice is published, UniCredit's share capital, fully paid-up, amounts to Euro 20,880,549,801.81 and is divided into 2,225,945,295 shares with no nominal value, in turn made up of 2,225,692,806 ordinary shares and 252.489 saving shares. Each saving share issued gives the right to one vote.

 

Website and Company addresses

Any reference in this document to the Company's or UniCredit's website is to be understood as a reference, also pursuant to the provisions of Sec. 125-quater of Legislative Decree no. 58/98, to the following address: www.unicreditgroup.eu/specialshareholdersmeeting2017.

The address of UniCredit S.p.A.'s Registered Office is Via Alessandro Specchi no. 16 - 00186 Rome.

 

The address of UniCredit S.p.A.'s Head Office is Piazza Gae Aulenti no. 3, Tower A -

20154 Milan.

 

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An excerpt of this notice is published on 28th April 2017 in the newspapers "Il Sole 24 Ore" and "MF".

 

 

 

Milan, 28th April 2017

 

 

THE CHAIRMAN OF THE BOARD OF DIRECTORS

Signed by Giuseppe VITA

 

Saving Shareholders having the right to attend the Special Meeting and exercise voting rights are kindly requested to arrive before the starting time scheduled for the beginning of the Meeting, bringing with them a copy of the statement requested to the relevant intermediary pursuant to Article 83-sexies of the TUF as well as a personal identification document, so as to facilitate the admission procedures and ensure the Meeting starts on time.

Shareholders who entertain an equity deposit agreement with the Bank and who can effect transactions by means of the UniCredit S.p.A. Internet Banking system may ask for the admittance tickets for the Meeting also through such means.

Information regarding how to take part in the Special Meeting can be obtained telephonically from the TOLL-FREE NUMBER 800.307.307, available on weekdays from 8.30am to 1pm and from 2pm to 5pm.

 

 

 

Enquiries:

 

Media Relations:
Tel. +39 02 88623569; e-mail: MediaRelations@unicredit.eu

Investor Relations:
Tel. + 39 02 88621872; e-mail: InvestorRelations@unicredit.eu