UniCredit S.p.A. (the "Company" or "UniCredit") announces, as per the authorisation granted by the Shareholders' Meeting of the Company held on 31 March 2023, that it has defined the measures for the execution of the "Second Tranche of the Buy-Back Programme 2022" for a maximum amount of Euro 1,000,000,000.00 and for a number of UniCredit shares not exceeding 230,000,000, taking into account the shares purchased in execution of the First Tranche of the Buy-Back Programme 2022.
As disclosed on 28 March 2023, UniCredit already received ECB authorisation for the share buy-back for a maximum of Euro 3,343,438,000.00 and decided to execute it in two tranches.
On 3 April 2023, UniCredit launched the First Tranche of the Buy-Back Programme 2022 for a maximum amount of Euro 2,343,438,000.00. As of the date of this press release, the First Tranche of the Buy-Back Programme 2022 is still in progress and, in line with the communication to the market dated 3 April 2023, is expected to be completed by the end of June 2023.
It is UniCredit's intention to launch the Second Tranche of the Buy-Back Programme 2022 immediately after the completion of the First Tranche of the Buy-Back Programme 2022.
For that purpose, UniCredit extended the mandate already granted to BNP Paribas Exane 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 Tranche of the Buy-Back Programme 2022 has the following features:
• purposes and procedures according to which the purchases may be made: the Second Tranche of the Buy-Back Programme 2022 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 Tranche of the Buy-Back Programme 2022 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 1,000,000,000.00 and, in any case, not exceeding no. 230,000,000 UniCredit shares (the latter equal to approximately 12% of UniCredit share capital at the date of this press release), taking into account the shares purchased under the First Tranche of the Buy-Back Programme 2022;
• duration of the Second Tranche of the Buy-Back Programme 2022: the purchases will start indicatively in the week beginning on 26 June 2023, subject to the conclusion of the purchases under the First Tranche of the Buy-Back Programme 2022. Timely notice of the completion of the First Tranche of the Buy-Back Programme 2022 will be given to the market. Pursuant to the mandate granted to the Broker, it is envisaged that the purchases under the Second Tranche of the Buy-Back Programme 2022 may be completed indicatively by September, 2023;
• 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 Tranche of the Buy-Back Programme 2022 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 Second Tranche of the Buy-Back Programme 2022 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 already available on the same websites.
Milan, 20 June 2023