UniCredit S.p.A. (the "Company" or "UniCredit") announces, as per the authorisation granted by the Shareholders' Meeting of the Company held on 15 April 2021, and consistently with the indications provided in the press release dated 17 November 2021, that it has defined and approved the measures for the execution of the share buy-back programme for a maximum amount of Euro 651,573,111.00 and for a number of UniCredit ordinary shares not exceeding 110,000,000 (the "Second Buy-Back Programme 2021").
As disclosed on 24 June 2021, a first share buy-back programme (the "First Buy-Back Programme 2021") was completed on 23 June 2021 with the purchase by UniCredit of no. 17,416,128 shares for a total consideration of Euro 178,688,527. The shares purchased by UniCredit under the First Buy-Back Programme 2021 were cancelled, jointly with the treasury shares held by UniCredit at that time, on 4 October 2021.
For the purpose of executing the Second Buy-Back Programme 2021, UniCredit today engaged J.P. Morgan AG as qualified third-party broker (the "Broker") which will decide on the stock purchases in full independence, also in relation to the timing of the transactions and in compliance with the daily price and volume limits and the terms of the programme (so-called "riskless principal" or "matched principal").
The Second Buy-Back Programme 2021 has the following features:
- purposes and procedures according to which the purchases may be made: the Second Buy-Back Programme 2021 will be implemented for the purposes set forth in Article 5, paragraph 2, letter a), of Regulation (EU) 596/2014 (the "MAR") and the individual purchases shall be made in compliance with Article 132 of the Italian Consolidated Financial Act, Article 144-bis, paragraph 1, letter b), of CONSOB Regulation no. 11971/99, as well as in compliance with Article 5 of the MAR and Delegated Regulation (EU) 2016/1052;
- maximum amount in cash allocated to the Second Buy-Back Programme 2021 and maximum number of shares to be purchased: the purchases will be made, also partially and in one or more transactions, for a total expenditure up to Euro 651,573,111.00 and, in any case, not exceeding no. 110,000,000 ordinary UniCredit shares (the latter equal to approximately 4.94% of UniCredit's share capital at the date of this press release);
- duration of the Second Buy-Back Programme 2021: the purchases will start in the week commencing on 13 December 2021 and pursuant to the mandate granted to the Broker, it is envisaged that the purchases may be completed indicatively in the first quarter of 2022;
- minimum and maximum price: the purchases must be made in accordance with the limits set out by Delegated Regulation (EU) 2016/1052, it being understood that the purchase price cannot diverge downwards or upwards by more than 10% from the official price that will be registered by the UniCredit share in the trading session of Euronext Milan, organised and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction;
- exchange: the purchases will be made on Euronext Milan, organised and managed by Borsa Italiana S.p.A..
The transactions completed will be disclosed to the market in accordance with the terms and conditions set out in the laws and regulations in force.
Any subsequent changes to the Second Buy-Back Programme 2021 will be promptly disclosed to the public in the manners and terms provided for by the laws and regulations in force.
Also the ordinary UniCredit shares that will be acquired as part of the Second Buy-Back Programme 2021 will be cancelled in execution of the resolution of the abovementioned Shareholders' Meeting.
For further details, please refer to the authorisation resolution approved by the Shareholders' Meeting and the related report by the Board of Directors, available in the "Governance" section of the Company's website (www.unicreditgroup.eu) and on the eMarket STORAGE (www.emarketstorage.com).
Milan, 9 December 2021