UniCredit S.p.A. (the "Company" or "UniCredit") announces, as per the authorisation granted by the Shareholders' Meeting of the Company held on 27 October 2023, that it has defined the measures for the execution of the first tranche of the share buy-back programme for a maximum amount of Euro 2,500,000,000.00 and for a number of shares not exceeding 160,000,000 (the "First Tranche of the Buy-Back Programme 2023").
As disclosed on 26 October 2023, the First Tranche of the Buy-Back Programme 2023 has been authorised by the European Central Bank.
For executing the First Tranche of the Buy-Back Programme 2023, UniCredit engaged Goldman Sachs International 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 First Tranche of the Buy-Back Programme 2023 has the following features:
• purposes and procedures according to which the purchases may be made: the First Tranche of the Buy-Back Programme 2023 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 First Tranche of the Buy-Back Programme 2023 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 2,500,000,000.00 and, in any case, not exceeding no. 160,000,000 UniCredit shares (the latter equal to approximately 9% of UniCredit share capital at the date of this press release);
• duration of the First Tranche of the Buy-Back Programme 2023: the purchases will start on 30 October 2023 and, pursuant to the mandate granted to the Broker, it is envisaged that the purchases may be completed indicatively by March 2024;
• 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 First Tranche of the Buy-Back Programme 2023 will be promptly disclosed to the public in the manners and terms provided for by the laws and regulations in force.
The UniCredit shares that will be acquired as part of the First Tranche of the Buy-Back Programme 2023 will be cancelled in execution of the resolution of the abovementioned Shareholders' Meeting.
For further details, please refer to the report by the Board of Directors to the shareholders, available in the "Governance" section of the Company's website (www.unicreditgroup.eu) and on the eMarket STORAGE (www.emarketstorage.com), and the authorisation resolution approved by the Shareholders' Meeting which will be made available on the same websites.
Milan, 30 October 2023