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Assessment of the regulatory requirements


On May 6, 2024, following the favorable opinion of the Nomination Committee and the assessments carried out by the Audit Committee for the perimeter under its competence, the Board of Directors carried out, in compliance with the applicable provisions, the assessment of the requirements of the members of the Board of Directors appointed by the Shareholders' Meeting on April 12, 2024.


In compliance with the provisions of the Bank of Italy Circular no. 285/2013 on the corporate governance of banks, the Board carried out with a positive outcome the assessment of the correspondence between the composition of the newly appointed Board of Directors and the qualitative and quantitative composition deemed to be optimal, as identified in February 2024.


With reference to the independence requirements, the Board of Directors assessed and confirmed that the Directors possess the requirements declared upon appointment on the basis of the statements they made and of the information available to UniCredit.


Specifically, Directors Pietro Carlo Padoan, Paola Bergamaschi, Vincenzo Cariello, Elena Carletti, Paola Camagni, Marcus Johannes Chromik, António Domingues, Julie Birgitte Galbo, Jeffrey Alan Hedberg, Beatriz Ángela Lara Bartolomé, Maria Pierdicchi, Marco Giuseppe Maria Rigotti, Francesca Tondi and Gabriele Villa are independent pursuant to Legislative Decree no. 58/1998 and Article 2399 of the Italian Civil Code, to the Ministry of Economy and Finance Decree no. 169/2020, as well as to the Italian Corporate Governance Code.


With specific reference to the independence requirements laid down by the Italian Corporate Governance Code, the information contemplated therein was taken into account - including the information relating to the existence of direct or indirect relationships (credit, business/professional and employee relationships, as well as significant offices held) that Directors and their other connected subjects may have with UniCredit and Group Companies.


In order to assess the potential significance of these relationships, the Board decided  to consider not only predefined economic thresholds, which - if exceeded - could "automatically" indicate that independence was compromised, but to make an overall assessment of both objective and subjective 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 Board considered the following information, where available:


•           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.

•           business/professional relations: the nature of the transaction/relationship, the amount of the consideration and, where appropriate, the economic and financial situation of the counterparty;

•           offices held in Group companies: the total amount of any additional remuneration.


Following the above assessment, no relationships emerged affecting the independence of Directors.



Milan, 6 May 2024



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