On May 5, 2022, the Board of Statutory Auditors carried out, in compliance with the applicable provisions, the assessment of the Board of Statutory Auditors' suitability, verifying the requirements of the members (permanent and substitute Statutory Auditors), appointed by the Shareholders' Meeting on April 8, 2022. The assessment specifically involved: Mr. Marco Rigotti, Ms. Antonella Bientinesi, Mr. Claudio Cacciamani, Ms. Benedetta Navarra, Mr. Guido Paolucci (permanent Statutory Auditors), and Ms. Raffaella Pagani, Ms. Paola Manes, Mr. Vittorio Dell'Atti, Ms. Enrica Rimoldi (substitute Statutory Auditors).
The Board of Statutory Auditors then assessed:
- the correspondence between the qualitative-quantitative composition of the appointed Body and its theoretical qualitative-quantitative profile made available, in due time, to the Shareholders within the documents of the Shareholders' Meeting, so that they can take it into account while choosing the candidates
- the suitability of the Body's collective composition
- the compliance with limits on number of offices.
With reference to the independence requirements, the Board of Statutory Auditors assessed and confirmed that the corporate officers possess the requirements declared, before their appointment, on the basis of the statements they made, and of the information available to UniCredit. All the permanent and substitute members of the Board of Statutory Auditors are independent pursuant to the Legislative Decree no. 58/1998 ("Italian Consolidated Law on Finance"), the Decree issued by the Ministry of Economics and Finance no. 169/2020 ("Decree") and the Italian Corporate Governance Code.
With specific reference to the independence requirements laid down by the Italian Corporate Governance Code, information was taken into account relating to the existence of direct or indirect relationships (credit relationships, business/professional relationships, and employee relationships, as well as significant offices held) that the Statutory Auditors, and their connected subjects, may have with UniCredit and Group Companies.
In order to assess the potential significance of these relationships, the Board of Statutory Auditors, in compliance with the criteria already adopted by the Board of Directors, decided not to proceed with the sole identification of pre-defined economic targets, which - if exceeded - could "automatically" indicate that their independence was compromised. To guarantee an objective and subjective assessment of aspects, the following criteria were taken into account: (i) the nature and characteristics of the relationship; (ii) the total amount, in absolute and relative terms, of the transactions; and (iii) the subjective profile of the relationship.
More specifically, for the purposes of assessing the significance of such relationship, the following information, where available, is considered by the Board of Statutory Auditors:
- credit relations: the amount in absolute value of the credit granted, its weighting in relation to the system and, where appropriate, the economic and financial situation of the borrower;
- professional/commercial relations: the characteristics of the transaction/relationship, the amount of the consideration and, where appropriate, the economic and financial situation of the counterparty; and
- offices held in Group Companies: the total amount of any additional remunerations.
Following the above assessment, no relationships emerged affecting the independence of permanent and substitute Statutory Auditors.
Milan, May 5, 2022
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