Explanatory Report of the Board of Directors approved on 10 September 2026

Explanatory Report of the Board of

Directors

10 September 2026

1 Explanatory Report of the Board of Directors of UniCredit S.p.A. regarding the proposed resolution by the same Board – exercising the delegation granted by the Extraordinary Shareholders’ Meeting of UniCredit S.p.A. held on 4 May 2026 – of a capital increase, against payment, for a n amount of share capital equal to Euro 1,372,690,9 15.10 , plus share premium, through the issuance of No. 96,261,63 5 ordinary shares, with regular dividend rights and having the same features as the shares already outstanding on the issue date, with exclusion of the option right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, to be paid by means of contribution in kind of Commerzbank Aktiengesellschaft shares tendered in acceptance of the voluntary public takeover offer announced by UniCredit on March 16, 2026 on all the ordinary shares of Commerzbank Aktiengesellschaft .

This explanatory report (the “ Report ”), unanimously approved by the Board of Directors on 10 September 2026 and prepared pursuant to Articles 2441, paragraph 6 of the Italian Civil Code and 70, paragraph 7, letter a) of the issuers’ regulations adopted by Consob with resolution 11971 of May 14, 1999, as subsequently amended (the “ Issuers’ Regulations ”), sets out the terms, conditions and rationale of the share capital increase that the Board of Directors of UniCredit S.p.A. (“ UniCredit ”) intends to resolve upon exercising the delegation granted by the Extraordinary Shareholders’ Meeting of UniCredit held on 4 May 2026 , pursuant to Article 2443 of the Italian Civil Code (the “Delegation ”).

1. DESCRIPTION OF THE TRANSACTION, REASONS FOR AND PURPOSE OF THE CAPITAL INCREASE

The exercise of the Delegation referred to in this Report falls within the broader context of the voluntary public takeover offer , in the form of exchange offer (the “ Offer ”, including any permitted change, integration or variations to it) launched pursuant to and in accordance with Sections 34 and 14 para. 2 and 3 of the German Securities Acquisition and Takeover Act ( Wertpapiererwerbs - und Übernahmegesetz – “WpÜG ”) for all the ordinary shares , not directly held by UniCredit, of Commerzbank Aktiengesellschaft (“Commerzbank ”). The Offer was announced by UniCredit by means of the announcement dated March 16, 2026 (the “ Announcement Date ”) issued pursuant to Section 10 para. 1 sentence 1 of the WpÜG (the “ Section 10 Announcement ”). Following approval by the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht – “Bafin”), the offer document (the “ Offer Document ”) was published on 5 May 2026 pursuant to the applicable regulation .

As more extensively described in the Offer Document, the Offer formed part of UniCredit’s long -term strategic approach to its investment in Commerzbank. In particular, the Offer was launched with a view to exceeding the 30% voting rights threshold, thereby addressing the ris k that a mandatory takeover offer could otherwise have been triggered as a result of, inter alia, Commerzbank’s share buy -back programme, as well as to promote a constructive dialogue with Commerzbank regarding its strategy and the potential measures throu gh which further value could be unlocked.

UniCredit considered that Commerzbank had significant value creation potential, including through a sharper focus on its core activities, growth and efficiency initiatives and, potentially, the realisation of strat egic and operational synergies.

For further information on the commercial and strategic rationale underlying the Offer, reference is made to Section 7.1 (“Commercial and strategic background”) of the Offer Document.

The financial resources of UniCredit, its expertise as pan -European commercial bank and strong infrastructure will provide a great benefit for Commerzbank and its subsidiaries (the “ Commerzbank Group ”). A combination of the two banks could lead to significant added value for all stakeholders.

The Offer provides for UniCredit to pay for each share of Commerzbank tendered to the Offer a consideration (the “Consideration ”) equal to 0.485 newly issued ordinary shares of UniCredit.

The acceptance period for the Offer expired on 16 June 2026 at 24:00 hours (Frankfurt am Main local time) , followed by an additional acceptance period, which expired on 3 July 2026, 24:00 hours (Frankfurt am Main local time) . The final results of the Offer were published by UniCredit on 8 July 2026 pursuant to Section 23 paragraph 1 sentence 1 No. 3 WpÜG (the “ Announcement of Results ”). On the basis of the Announcement of Results, 198,477,598 Commerzbank shares were validly tendered into the Offer.

2 On 4 May 2026 the Extraordinary Shareholders’ Meeting of UniCredit approved the Delegation proposal to increase UniCredit’s share capital reserved to the Offer (the “ Share Capital Increase Reserved to the Offer ”).

In particular, the resolution granting the Delegation provides that the Share Capital Increase Reserved to the Offer may be resolved by the Board of Directors by December 31, 2027 , also in multiple tranches and in severable form, for a maximum amount of share capital equal to Euro 6,704,080,000 , plus share premium which shall be determined by the Board of Directors itself pursuant to Article 2441, paragraph 6, of the Italian Civil Code, through the issuance of up to a maximum of 470,000,000 shares with no par value, with regular dividend rights and having the same features as those already outstanding on the date of issuance, to be listed on Euronext Milan, on the Official Market ( Amtlicher Markt ) of the Frankfurt Stock Exchange ( Frankfurter Wertpapierbörse ) managed by Deutsche Boerse AG, as well as on the Warsaw Stock Exchange ( Giełda Papierów Wartościowych w Warszawie SA ) (the “ UniCredit Shares ”). The Delegation provides the exclusion of the option rights pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, since the newly issued UniCredit Shares to be offered in exchange are reserved for those participating in the Offer and will be subscribed and paid for by means of the contribution in-kind to UniCredit of the Commerzbank shares tendered in adherence to the Offer and will therefore be reserved to the participants to the Offer .

With reference to the prior authorisations required under the applicable laws and sector -specific regulations, it is noted that the European Central Bank determined, pursuant to Articles 56 and 61 of the Legislative Decree No. 385 of 1 September 1993 (“ TUB ”), that the Share Capital Increase Reserved to the Offer (including the exercise of the relevant Delegation) and the related by -laws amendments are not inconsistent with the sound and prudent management of UniCredit, and further authorised the classificat ion of the newly issued shares under the said Share Capital Increase Reserved to the Offer as UniCredit’s Common Equity Tier 1 instruments, pursuant to Articles 26 and 28 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 .

The Board of Directors is now called upon to resolve, in the exercise of the Delegation, on the Share Capital Increase Reserved to the Offer, so that the Offer may be settled , subject to the fulfilment (or waiver, even partial, where applicable) of the conditions to the Offer set out in the Offer Document , including applicable regulatory authorizations .

As previously indicated, it should be noted that the Share Capital Increase Reserved to the Offer may be executed in more than one tranche and , in particular, on the payment date of the Consideration. The capital increase is provided to be divisible (severable), solely in the event that — for technical reasons — the number of shares contributed were to be lower than the amount tendered in acceptance, it being understood that the overall structure of the transaction allows to confirm , in any event, the materiality of the participation to be acquired.

In any case, the above will not affect all powers and authority of the Board of Directors with regard to the transaction (including, for the sake of clarity, identifying different and/or additional ways to execute the Offer ) in accordance with applicable regulations.

2. FINANCIAL INDEBTEDNESS STRUCTURE FOLLOWING THE TRANSACTION

The contribution in -kind of Commerzbank shares targeted by the Offer will not impact the structure of UniCredit’s financial indebtedness.

3. INFORMATION ON THE RESULTS OF THE LAST FINANCIAL YEAR AND GENERAL REMARKS ON

THE OPERATING PERFORMANCE AND ON THE FORESEEABLE CONCLUSION OF THE CURRENT

FINANCIAL YEAR

On March 31, 2026, the ordinary Shareholders' meeting of UniCredit approved the financial statements for the year that ended on December 31,2025.

Please refer to the report of the Board of Directors of the ordinary Shareholders’ meeting, to the financial statement documents as well as to the documents published in relation to the presentation of the 2025 results for full information about UniCredit’s results for the year ended December 31, 2025, as well as for information regarding the management

3 and foreseeable conclusion of the current financial year, including for the purposes of the provisions of Scheme 2 (item 1.3) of Annex 3A of the Issuers' Regulations.

On July 22, 2026, the Board of Directors approved the interim results as of June 30, 2026. Please refer to the documents published in relation to such interim results for full information about UniCredit’s interim results and for further information regarding the management and foreseeable conclusion of the current financial year .

4. GUARANTEE AND/OR PLACEMENT SYNDICATES AND OTHER POTENTIAL MEANS OF

PLACEMENT

No guarantee or placement syndicates, or any other means of placement are envisaged given the fact that the Delegation has as its subject matter a share capital increase for the purposes of a public takeover offer.

5. NUMBER, CATEGORY AND DIVIDEND DATE OF THE NEW SHARES

The Share Capital Increase Reserved to the Offer will concern the issue of 96,261,63 5 UniCredit Shares, to be paid up by way of contribution in -kind of Commerzbank shares tendered to the Offer, based on the exchange ratio set out in the Offer Document ; the UniCredit Shares to be issued against the contribution in -kind of the Commerzbank shares will correspond to 485 UniCredit Shares for every 1,000 Commerzbank shares tendered to the Offer . If the result of applying the exchange ratio to the Commerzbank shares tendered to the Offer by a subscriber is not a whole number of UniCredit Shares ,– the respective custodian banks will aggregate the fractional entitlements of the UniCredit Shares and subsequently sell on a stock exchange the whole number of UniCredit Shares resulting from such aggregation generally at no cost to Commerzbank shareholders. Any fractional entitlements that cannot be aggregated into whole UniCredit Shares at the level of a custodian bank will be transferred to the Settlement Agent, which will aggregate and sell them in the same manner. The cash proceeds of such sales will be credit ed by the respective custodian banks to the relevant subscribers in proportion to their respective fractional entitlements . Any remaining fractional entitlements that cannot be combined into whole UniCredit Shares will be settled in cash by the Bidder on the basis of the volume -weighted average price on the Business Day preceding the crediting of the proceeds.

Where UniCredit Shares may not be offered or transferred to a U.S. shareholder under the U.S. Securities Act, such shareholder will receive the cash proceeds from the sale of the relevant UniCredit Shares instead of such shares, in accordance with the Offe r Document.

The UniCredit Shares to be issued following (i) the resolution of the Share Capital Increase Reserved to the Offer by the Board of Directors of UniCredit and (ii) the fulfilment (or possible waiver, even partial, by UniCredit) of the conditions to the Offer described in the Offer Document, will have regular dividend entitlement and the same features as the ordinary shares of UniCredit already outstanding on the date of issue.

6. CRITERIA FOR DETERMINING THE CONSIDERATION AND THE EXCHANGE RATIO BETWEEN

UNICREDIT SHARES AND COMMERZBANK SHARES AND FOR THE CONSEQUENT

DETERMINATION OF THE AMOUNT OF NEW UNICREDIT SHARES TO BE ISSUED

UniCredit has decided to offer the Commerzbank shareholders a consideration determined by reference to, and slightly above, the statutory minimum offer consideration as consideration for acquiring their Commerzbank shares. According to the WpÜG and the WpÜG Offer Regulation, a consideration is adequate if it meets or exceeds the statutory minimum offer consideration.

Minimum consideration

Pursuant to Section 31 paras. 1, 2 and 7 WpÜG in conjunction with Sections 3, 4 and 5 WpÜG Offer Regulation (WpÜG -

Angebotsverordnung ), the minimum consideration per Commerzbank share corresponds to the higher of the two values

below:

4 (a) Consideration of domestic market prices: the volume weighted average domestic stock exchange price for Commerzbank shares during the three months prior to the Announcement Date (i.e. in the period from 16 December 2025 (inclusive) to 15 March 2026 (inc lusive)) (the “ Commerzbank Three Month Average Price ”); and (b) Consideration of prior acquisitions: the highest consideration granted or agreed for the acquisition of Commerzbank shares by UniCredit or persons acting jointly with UniCredit or their subsidiaries during the six months prior to the publication of the Offer Document.

In addition, pursuant to Section 31 paras. 4 and 5 WpÜG, a higher consideration granted or agreed for certain acquisitions of Commerzbank shares outside the Offer will, subject to the applicable statutory requirements and exceptions, result in a corresponding increase in the Offer consideration or an obligation to pay accepting Commerzbank Shareholders the difference in cash, as applicable.

As of the date of this Report, no prior acquisition of Commerzbank shares during the relevant reference period was made at a price exceeding the Commerzbank Three Month Average Price , and no acquisitions of Commerzbank shares falling within Section 31 paras. 4 or 5 WpÜG have been made or agreed .

The Commerzbank Three Month Average Price was determined by Ba fin on 23 March 2026 to correspond to Euro 34.24 per Commerzbank share. The statutory minimum consideration therefore amounts to Euro 34.24 per Commerzbank share.

Offered consideration

UniCredit has decided to offer 0.485 UniCredit Shares in exchange for each Commerzbank share tendered into the Offer (the “ Exchange Ratio ”).

Where the consideration offered consists, in whole or in part, of shares, Section 31 paras. 1, 2 and 7 WpÜG in conjunction with Sections 7, 5 para. 1 and 3 WpÜG Offer Regulation stipulates that the value of the offered shares must not exceed the volume wei ghted average domestic German stock exchange price for UniCredit Shares during the same three -month reference period (“ UniCredit Three Month Average Price ”) in order to determine the minimum consideration. The UniCredit Three Month Average Price as of the cut -off date of 16 March 2026 is Euro 70.832 (as determined by Ba fin on 23 March 2026).

The Exchange Ratio has been determined on this basis. Given the UniCredit Three Month Average Price of Euro 70.832, the value of 0.485 UniCredit Shares per Commerzbank share amounts to Euro 34.35.

Maximum number of UniCredit Shares under the delegation and number of the new UniCredit shares to be issued The maximum number of UniCredit Shares that can be issued pursuant to the Share Capital Increase Reserved to the Offer has been derived from the Exchange Ratio applied to the maximum number of Commerzbank shares that m ight have been tendered into the Offer (as described in Section 5 above) including a buffer for potential increases of Commerzbank’s share capital.

On the basis of the Announcement of Results, 198,477,598 Commerzbank shares were validly tendered into the Offer.

Therefore, applying the Share Consideration of 0.485 UniCredit Shares per Commerzbank share , the Board intends now partially exercise the delegation of the Share Capital Increase Reserved to the Offer and issue no. 96,261,63 5 new UniCredit Shares .

Adequacy of the consideration and valuation methods UniCredit has decided to offer the Commerzbank shareholders a consideration determined by reference to, and slightly above, the statutory minimum offer consideration as consideration for acquiring their Commerzbank shares. According to the WpÜG and the WpÜG Offer Regulation, a consideration is adequate if it corresponds to at least the statutory minimum offer consideration.

Due to the sufficient liquidity of the Commerzbank share, UniCredit was not required to determine the amount of the consideration by way of a company valuation of Commerzbank pursuant to Section 5 para. 4 WpÜG Offer Regulation. A consideration which meets or exceeds the three -month average price and meets or exceeds the higher value from prior acquisitions is therefore considered adequate within the meaning of the statutory provisions. The Consideration of 0.48 5 UniCredit Shares per Commerzbank share thus fulfils the statutory minimum price provisions pursuant to Section 31 paras. 1 and 7 WpÜG in conjunction with Section 3 et seqq. WpÜG Offer Regulation.

From UniCredit’s point of view, the Consideration of 0.485 UniCredit Shares per Commerzbank share is therefore adequate.

Further details on the Consideration are included in the Offer Document.

5 It should be recalled that the Board of Directors has asked KPMG S.p.A., the company entrusted with the statutory audit of UniCredit’s accounts, to prepare, on a voluntary basis, a report on the reasonableness and no n arbitrar iness of the methods used by the Board of Directors to determine the exchange ratio.

In this regard, the aforementioned report prepared by KPMG S.p.A. was made available to the Extraordinary Shareholders’ Meeting of UniCredit held on 4 May 2026 . In such report, KPMG S.p.A. confirmed that nothing has come to attention that causes to believe that (i ) the valuation methods adopted by the Board of Directors of UniCredit for the determination of the exchange ratio under the Offer are not suitable, since the same methods appear to be reasonable and not arbitrary in the circumstances; nor (ii) that such m ethods have not been correctly applied for the purpose of determining the exchange ratio.

7. DETERMINATION OF THE ISSUE PRICE OF NEWLY ISSUED UNICREDIT SHARES

The execution of the Share Capital Increase Reserved to the Offer provides for the issuance of 96,261,63 5 UniCredit Shares, for a share capital amount of Euro 14 .26 for each newly issued UniCredit Share and, therefore, for a share capital amount of Euro 1,372,690, 915.10 , plus share premium.

The Board of Directors, without prejudice to the exchange ratio illustrated and examined in Paragraph 6, is required to determine the share issue price pursuant to and for the purposes of Article 2441, paragraph 6, of the Italian Civil Code.

In the context of capital increases with exclusion of pre -emptive rights to be paid -out by contribution in kind and connected to a business combination , the applicable international accounting standards, as is well known, require that, against the issuance of new shares, a total increase in UniCredit’s shareholders’ equity be recorded, corresponding to the fair value of the UniCredit shares that will be allocated to the tendering shareholders under the Offer, net of any directly attributable ancillary charges related to the issuance of the new shares. Such fair value will correspond, more precisely, to the market price (reference price) of the UniCredit share on the trading day preceding the date on which the legal effects of the exchange with the Commerzbank shares tendered to the Offer take place.

Therefore, in the context of the Offer, it is the applicable legal framework — including accounting rules — that requires the unit issue price of the UniCredit shares, which by definition corresponds to the shareholders’ equity increase recorded as result of the share issuance, to coincide with the fair value, namely the market price (reference price) of the UniCredit share on the trading day before the payment date of the Consideration of the Offer (subject to the fulfilment or waiver, in whole or in part, where applicable, of the conditions to the Offer provided under the Offer Document). The quotation thus determined is therefore assumed as the fair issue price , without prejudice to the following .

Indeed, in relation to the maximum amount of the issue price of the new UniCredit shares reflected in the determination of the share capital and the share premium, without prejudice to the statutory limit represented by the value attributed or to be attributed to the Commerzbank shares being contributed by the independent expert (as identified below) in his valuation report or in its updated versions, pursuant to Articles 2440, paragraph 2, and 2343 -ter of the Civil Code, it is provided that, should the UniCredit’s shareholders’ equity increase, as determined above on the basis of the fair value, exceed the value recognized by the independent expert, such difference shall be allocated to another capital reserve, in co mpliance with IFRS accounting standards.

Without prejudice to the foregoing, the Board of Directors further notes that the methodology described above is consistent with the established practice in capital increases carried out by companies with shares listed on regulated markets, where the marke t price method is commonly accepted and used — both at national and international level.

Market prices generally express, in an efficient market, the value attributed by the market to the shares being traded and therefore provide relevant indications of the value of the company to which such shares relate, as they reflect the information avail able to analysts and investors, as well as their expectations regarding the economic and financial performance.

For the purposes of applying the market price methodology, it is assumed that:

• the security is traded on efficient markets;

• there is a free float, in reference to the portion of the share capital traded on financial markets, sufficient to ensure a level of liquidity — in terms of daily trading volumes — that is significant with respect to the metrics characterising the main sto cks listed on the relevant market index;

6 • there is substantial coverage by financial analysts, such as to ensure that the market is promptly informed about exogenous and endogenous events — as communicated by the issuer — which may have an impact on the market price.

Finally, please note that KPMG S.p.A., the company in charge of the statutory audit of UniCredit's accounts, has been entrusted to issue an opinion on the fairness of the issue price of the UniCredit Shares to be offered in the frame of the Offer pursuant to Article 2441, paragraph 6 of the Italian Civil Code and Article 158 of the TUF that will be issued in the context of the resolution of the Board of Directors of UniCredit to exercise the Delegation and made available to the public. Such opinion, having as its object the methodology indicated abo ve, shall not require any updates when, at the time of execution of the contribution of the Commerzbank shares and therefore on the payment date of the Consideration under the Offer, the indicative issue price quantified above will be determined automatically and definitively, based on the updated data available as of that date and through the application of the aforementioned methodology.

8. AUTHORIZATIONS

As anticipated in Paragraph 1, by decision received on 27 May 2026 , the European Central Bank communicated the positive conclusion of the procedure, pursuant to and for the purposes of Articles 56 and 61 of the TUB, to ascertain that the amendments to the by -laws approved by the Extraordinary Shareholders’ Meeting of UniCredit, as well as those referred to in this Report do not conflict with the sound and prudent management of UniCredit.

It is noted that, in the same communication, the European Central Bank granted its authorisation for the classification of the new shares issued under the Share Capital Increase Reserved to the Offer as UniCredit’s Common Equity Tier 1 capital instruments pursuant to Articles 26 and 28 of Regulation (EU) 575/2013 of the European Parliament and of the Council of June 26, 2013.

9. EXPECTED TIMING OF THE TRANSACTION

It is envisaged that the Share Capital Increase Reserved to the Offer will be executed by 31 December 2027 , subject to the fulfilment (or waiver, in whole or in part, if applicable) of the conditions to the Offer provided under the Offer Document. In particular, the Share Capital Increase Reserved to the Offer will be executed within the aforementioned period on the date of payment of the Consideration .

10. ECONOMIC, EQUITY AND FINANCIAL EFFECTS OF THE SHARE CAPITAL INCREASE AND

DILUTIVE EFFECTS

Given that the capital increase shall be paid -out by way of a contribution in -kind, the pre -emptive rights are not attributed by law to the existing UniCredit shareholders.

On the basis of 198,477,598 Commerzbank shares tendered into the Offer and the Exchange Ratio, No. 96,261,63 5 New UniCredit Shares will be issued. Following execution of the Share Capital Increase Reserved to the Offer, UniCredit’s share capital will therefore be divided into No. 1,604,214,65 0 ordinary shares. The New UniCredit Shares will represent approximately 6.00 % of UniCredit’s share capital following the capital increase, and the percentage interest and voting rights of the existing shareholders will be diluted by approximately 6.00 %.

With regard to the pro forma effects of the combination between the UniCredit Group and the Commerzbank Group, reference is made to the information document pursuant to art. 70 of the Issuer’s Regulation published and made available to the public on 3 April 2026 for full information about the main pro -forma balance sheet and income statement figures resulting from the aggregation of the data relating to UniCredit, its subsidiaries and associated companies (the “ UniCredit Group ”) and to Commerzbank , its subsidiaries and associated companies, (the “Commerzbank Group ”) as of 31 December 2025, as well as some commentary notes.

7 11. INDICATION OF THE VALUE ATTRIBUTED TO THE ASSETS BEING CONTRIBUTED AS SET FORTH

IN THE VALUATION REPORT PURSUANT TO ART. 2440 OF THE CIVIL CODE

The applicable provisions of the Civil Code governing in -kind contribution require that the value of the shares of Commerzbank to be contributed to UniCredit to adhere to the Offer shall be subject to a specific valuation by an independent expert.

As already illustrated in the Shareholders’ Report, UniCredit’s Board of Directors resolved, pursuant to Art. 2440, paragraph 2, of the Italian Civil Code, to adopt the valuation procedure set forth in Article 2343 -ter, paragraph 2, letter b), and 2343 -quater of the Italian Civil Code for the appraisal of the Commerzbank shares to be contributed.

This procedure allows for the exemption from requiring a sworn valuation report by an expert appointed by the court in whose jurisdiction the acquiring company is based, provided that the value attributed to the contributed assets, for the purpose of deter mining the share capital and any share premium, is equal to or lower than the value resulting from an assessment performed by an independent expert who is unrelated to the transferor, the company, or any shareholder(s) who individually or jointly control t he transferor or the company, and who has adequate and proven professional qualifications.

The decision to rely, in line with market practice for public exchange offers, on a valuation conducted by an independent expert pursuant to Article 2343 -ter, paragraph 2, letter b) of the Italian Civil Code , was also justified by the need to appraise a significant stake in Commerzbank’s share capital .

On 29 June 2026 , UniCredit appointed PricewaterhouseCoopers Business Services S.r.l. (“PwC ”) as independent expert pursuant to Article 2343 -ter, paragraph 2, letter b), of the Italian Civil Code, for the purposes of conducting the valuation of the shares of Commerzbank to be contributed.

On 9 September 2026 , PwC (i) confirmed that it has significant and established experience in carrying out assignments of this nature and that it has identified no impediments to performing the mandate conferred; and (ii) issued its valuation report on the Commerzbank shares concluding that based on the financial position as of 30 June 2026 , the ex-

dividend fair value is not less than Euro 43.24 . The aforementioned valuation report by PwC dated 9 September 2026 was made available to the public today . Reference is therefore made in full to such expert’s report for any further information in this regard.

Pursuant to applicable law, the value attributed — for the purposes of determining the share capital and the share premium — to the Commerzbank shares tendered in the Offer must be equal to or lower than the value indicated in the valuation report issued by PwC .

It should be noted that, in accordance with Article 2443, paragraph 4, of the Italian Civil Code, the resolution of the Board of Directors exercising the Delegation and approving the Share Capital Increase Reserved to the Offer includes, for the purposes of registration with the Companies’ Register, the statements provided under Article 2343 -quater, paragraph 3, letters a), b), c) and e) of the Italian Civil Code, concerning: “a ) the description of the assets or receivables contributed for which the report referred to in Article 2343, first paragraph, has not been prepared; b) the value attributed to them, the source of such valuation and, where applicable, the valuation method; c) the statement that such value is at least equal to the value attributed to them for the purpose of determining the share capital and any share premium; […] e) the statement on the adequacy of the professional and independence requirements of the expert referred to in Article 2343 -ter, second paragraph, letter b) .”.

The statement referred to in Article 2343 -quater , paragraph 3, letter d), of the Italian Civil Code shall instead be subsequently issued and filed for registration with the Companies’ Register within the time limits set out under Article 2443, paragraph 4, of the Italian Civil Code.

12. TAX IMPLICATIONS OF THE TRANSACTION ON UNICREDIT

The contribution in -kind provided for in the context of the transaction described in this Report does not give rise to any tax liabilities for UniCredit.

8 13. SHAREHOLDING STRUCTURE OF UNICREDIT FOLLOWING THE CAPITAL INCREASE RESERVED

TO THE OFFER; POTENTIAL EFFECTS ON SHAREHOLDERS AGREEMENTS

As of the date of this Report, based on disclosures received pursuant to Article 120 of the TUF and other information available to UniCredit, shareholders holding more than 3% of UniCredit’s ordinary share capital or voting rights are indicated in the foll owing table.

Declaring or ultimate controlling entity Direct Shareholder % of UniCredit share capital BlackRock Group * BlackRock Group* 7.620

Capital Research and Man agement Company** Capital Research and Management Company 5.333 (*) In the capacity of non discretionary asset management.

(**) In the capacity of discretionary asset management Source: UniCredit’s website .

Based on the available information, as of the date of this Report, no entity exercises control over UniCredit pursuant to Article 93 of the TUF, and no shareholder agreements concerning UniCredit are in place pursuant to Article 122 of the TUF.

The composition of UniCredit’s shareholding structure following the execution of the Share Capital Increase Reserved to the Offer will be the following:

Declaring or ultimate controlling entity Direct Shareholder % of UniCredit share capital BlackRock Group* BlackRock Group* 7.16 Capital Research and Management Company** Capital Research and Management Company 5.01 Applicable declaring / ultimate controlling entity of the relevant Commerzbank Shareholders Current Commerzbank Shareholders adhering to the

Offer 6.00

(*) In the capacity of non discretionary asset management.

(**) In the capacity of discretionary asset management Regarding the dilutive effects on UniCredit’s current shareholders of the Share Capital Increase Reserved to the Offer, reference is made to Section 11 above.

14. AMENDMENTS TO THE BY -LAWS

The exercise of the Delegation for the Share Capital Increase Reserved to the Offer entails the amendment of the clause relating to the delegation pursuant to Article 2443 of the Italian Civil Code, as set out in Article 6 of the by -laws.

The execution of the share capital increase will also result in the amendment of Article 5 of the by -laws, in the part concerning the amount of the share capital and the number of shares, depending on the amount of subscriptions received.

Below is a comparison of the current wording of Article 6 and the proposed amended version, with the proposed additions highlighted in bold type.

CURRENT TEXT PROPOSED AMENDEMENTS

9 Art. 6

Art. 6

1. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated 15 April 2021, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum of 18,700,000 ordinary shares, to be granted to employees of UniCredit and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives in execution of 2021 Group Incentive System. In accordance with the Shareholders' resolution of 31 March 2023, upon the possible exercise of the aforementioned delegation, the share capital will be increased by an amount equal to the implied nominal value of the shares issued at the time of the possible exercise of the delegation. (unchanged) 2. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2026, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 1,540 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2019 Group Incentive System. (unchanged) 3. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2026, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 250,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2020 Group Incentive System and other forms of variable

remuneration. (unchanged)

4. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2026, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 850,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2022 Group Incentive System and for other forms of variable

remuneration. (unchanged)

5. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2026, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 600,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2023 Group Incentive System and for other forms of variable

remuneration. (unchanged)

6. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2026, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 3,300,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold (unchanged)

10 positions of particular importance in execution of the 2024 Group Incentive System and for other forms of variable remuneration.

7. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2026, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 650,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2020 -

2023 Long Term Incentive Plan. (unchanged)

8. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2027, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 247 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2020 Group Incentive System. In the event of the exercise of the delegation, the share capital wi ll be increased by an amount equal to the implicit nominal value of the shares issued. [(unchanged)]

9. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2027, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 650,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2021 Group Incentive System and other forms of variable remuneration. In the event of the exe rcise of the delegation, the share capital will be increased by an amount equal to the implicit nominal value of the shares issued. [(unchanged)]

10. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2027, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximu m 1,750,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2022 Group Incentive System and for other forms of variable remuneration. In the event of the exercise of the delegation, the share capital will be increased by an amount equal to the implicit nominal value of the shares issued. [(unchanged)]

11. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, on one or more occasions in 2027, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximu m 750,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2023 Group Incentive System and for other forms of variable remuneration. In the event of th e exercise of the delegation, the share capital will be increased by an amount equal to the implicit nominal value of the shares issued. [(unchanged)]

12. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2027, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximu m [(unchanged)]

11 450,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2024 Group Incentive System and for other forms of variable remuneration. In the event of the exercise of the delegation, the share capital will be increased by an amount equal to the implicit nominal value of the shares issued.

13. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2027, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 1,650,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2025 Group Incentive System and for any other forms of remuneration. In the event of the exerc ise of the delegation, the share capital will be increased by an amount equal to the implicit nominal value of the shares issued. [(unchanged)]

14. The Board of Directors has the power, under the provisions of article 2443 of the Italian Civil Code, to resolve, in one or more occasions in 2027, to carry out a free capital increase, as allowed by article 2349 of the Italian Civil Code, for a maximum 550,000 ordinary shares, to be granted to employees of UniCredit and of Group Banks and Companies who hold positions of particular importance in execution of the 2020 -

2023 Long Term Incentive Plan. In the event of the exercise of the delegation, the share ca pital will be increased by an amount equal to the implicit nominal value of the shares

issued. [(unchanged)]

15The Board of Directors has the power, pursuant to article 2443 of the Italian Civil Code, to resolve upon, also in more tranches within 31 December 2027, a separable share capital increase for payment for a maximum nominal amount of Euro 6,704,080,000, plu s share premium, by issuing maximum 470,000,000 shares, with ordinary rights and the same characteristics as the shares already outstanding on the issue date, without pre -emptive rights pursuant to Article 2441, paragraph 4 of the Italian Civil Code, to be executed through the contribution in kind of the ordinary shares of Commerzbank Aktiengesellschaft tendered in the voluntary public takeover offer in the form of an exchange offer having as its object all of the ordinary shares of Commerzbank Aktiengesell schaft not directly held by UniCredit, and announced by UniCredit on March 16, 2026 by virtue of the announcement pursuant to Section 10 para. 1 sentence 1 of the German Securities Acquisition and Takeover Act. The Board of Directors shall, among other thi ngs, have the power to establish, in compliance with the abovementioned limitations, the amount of the capital increase within the above limits, the issue price of the newly issued ordinary shares (including any share premium), any other terms and conditio ns of the delegated capital increase, within the limitations set forth by the applicable regulations. [(unchanged)] The Board of Directors, in the meeting held on 10 September 2026 in the exercise of the delegation granted pursuant to Article 2443 of the Italian Civil Code by the Extraordinary Shareholders’ Meeting of 4 May 2026, resolved to increase the share capital against payment, in a

12 divisible manner, with exclusion of pre -emptive rights pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, for a total nominal amount of Euro 1,372,690, 915.10 , plus share premium, through the issuance of 96,261,63 5 UniCredit ordinary shares, without nominal value, with regular dividend entitlement and having the same features as the UniCredit shares outstanding at the date of issuance, to be subscribed by December 31, 2027 and to be paid up by way of the contribution in kind of Commerzbank shares tendered in acceptance of the voluntary public takeover offer regarding all of the ordinary shares of Commerzbank not directly held by UniCredit, announced pursuant to Section 10(1), first sentence, launched by submission to BaFin of the offer document pursuant to Sections 34 and 14(1), first sentence, and published pursuant to Sections 14(2) and 14(3) of the WpÜG on the terms set out in the offer do cument published on 5 May 2026 ..

15. RIGHT OF WITHDRAWAL

The statutory amendments illustrated in paragraph 15 above do not give rise to a right of withdrawal under the applicable laws and the company by -laws.

16. RESOLUTIONS PROPOSED TO THE BOARD OF DIRECTORS

In view of the above, the Board of Directors is invited to adopt the following resolutions:

“The Board of Directors,

- having examined the explanatory report of the Board of Directors, approved during this meeting, and the proposals set out therein;

- having recalled the explanatory report of the Board of Directors previously prepared for the Extraordinary Shareholders’ Meeting held on 4 May 2026 ;

- having acknowledged the fairness opinion on the issue price of the newly issued shares of the Company provided by KPMG S.p.A., the independent auditing firm, pursuant to Article 2441, paragraph 6, of the Italian Civil Code and Article 158 of the TUF;

- having further recalled the report by KPMG S.p.A., also previously made available to the Extraordinary Shareholders’ Meeting of 4 May 2026 , which confirmed the reasonableness and non -arbitrary nature of the criteria used by the Board of Directors for the determination of the exchange ratio envisaged for the voluntary public takeover offer referred to below;

- having acknowledged the assessment report issued by the independent expert PricewaterhouseCoopers Business Services S.r.l. , pursuant to Article 2440, paragraph 2, and Article 2343 -ter, paragraph 2, letter b), of the Italian Civil Code;

- having acknowledged the statement of the Chairman of the Audit Committee that the subscribed share capital is fully paid -in and existing;

- having acknowledged the authorisations received from the competent authorities;

- having recalled the delegation granted by the Extraordinary Shareholders’ Meeting held on 4 May 2026 and therefore acting in the exercise thereof;

13 - having examined the other documents prepared concerning this item on the agenda ;

RESOLVES

1) to increase the share capital against payment, with exclusion of the pre -emptive right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, for a nominal amount of Euro 1,372,690, 915.10 , plus share premium, on a severable basis, as described in the explanatory report of the Board of Directors, approved in the course of this meeting, through the issuance of 96,261,63 5 ordinary shares of UniCredit, without nominal value, with regular dividend entitlement, and with the same features as those outstanding at the date of issuance, to be paid up by way of a contribution in kind of the shares of Commerzbank (“Commerzbank ”) tendered in acceptance of the voluntary public takeover offer for all the ordinary shares of Commerzbank not held by UniCredit announced pursuant to Section 10(1), first sentence, initiated by submission of the offer document to BaFinpursuant to Sections 34 and 14(1), first sentence, and published pursuant to Sections 14(2) and 14(3) of the WpÜG on the terms and conditions set out in the offer document published on May 5, 2026 ; the newly issued shares shall therefore be reserved for subscription by the holders of Commerzbank shares in accordance with the exchange ratio established in the Offer Document ;

2) to establish that the total unit issue price of the new UniCredit shares resulting from the above -mentioned share capital increase shall be equal, in compliance with the applicable regulations, to their fair value, which in turn corresponds to the market price (reference price) of UniCredit shares as recorded on the trading day preceding the payment date of the consideration for the voluntary public takeover offer ; without prejudice to the limit of the valuation pursuant to Article 2343 -ter of the Italian Civil Code and to any updates thereof, where necessary;

all with the amount of Euro 14.26 per share being allocated to share capital and the remaining portion of the issue price being allocated to share premium reserve;

3) to establish, pursuant to Article 2439, paragraph 2, of the Italian Civil Code, that the term for the execution of the share capital increase shall be set at 31 December 2027 , it being specified that, in the event that the share capital increase is not fully subscribed by the aforementioned date, the increase shall remain valid and effective and the new shares shall be issued (and the Company’s share capital shall be correspon dingly increased) on the payment date of the consideration for the offer ;

4) to amend accordingly Article 6 of the by -laws by inserting the following new paragraph:

“The Board of Directors, in the meeting held on 10 September 2026 in the exercise of the delegation granted pursuant to Article 2443 of the Italian Civil Code by the Extraordinary Shareholders’ Meeting of 4 May 2026, resolved to increase the share capital against payment, in a divisible manner, with exclusion of pre -empt ive rights pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, for a total nominal amount of Euro 1,372,690, 915.10 , plus share premium, through the issuance of 96,261,63 5 UniCredit ordinary shares, without nominal value, with regular dividend entitlement and having the same features as the UniCredit shares outstanding at the date of issuance, to be subscribed by December 31, 2027 and to be paid up by way of the contributio n in kind of Commerzbank shares tendered in acceptance of the voluntary public takeover offer regarding all of the ordinary shares of Commerzbank not directly held by UniCredit, announced pursuant to Section 10(1), first sentence, launched by submission to BaFin of the offer document pursuant to Sections 34 and 14(1), first sentence, and published pursuant to Sections 14(2) and 14(3) of the WpÜG on the terms set out in the offer document p ublished on 5 May 2026 ”, being also approved in advance that — following the effective execution of the capital increase — in accordance with the delegation granted by the Shareholders’ Meeting, the entire transitional clause inserted in Article 6 of the by -laws shall be repealed, and, simultaneously, Article 5 of the by -laws shall be amended to reflect the updated amount of share capital and number of shares ;

5) to grant authority to the Chairman of the Board of Directors and the Chief Executive Officer of the Company, and, to the extent permitted, to the executive staff of the Company competent by reason of its role and of regulation, severally, to carry out, als o through special attorneys, all that is required, necessary, or useful for the

14 execution of the matters being resolved on, including the authority to take all actions necessary for the timely conduct of the public takeover offer, the issuance, delivery and admission to trading of the new shares of the Company, as well as to fulfil the relevant and necessary formalities, including the registration of the resolutions with the Companies’ Register and the filing of the new by -laws, updated as a result of the execution of the share capital increase , with the power to introduce any non -substantial modifications that may be required for this purpose, and in general to do whatever is necessary for their full execution, with all and any necessary and appropriate powers, in compliance with the applicable regulatory provisions ;

6) to finally acknowledge and declare, pursuant to Article 2443, paragraph 4, of the Italian Civil Code, the following:

(i) the assets to be transferred which are not subject to the assessment pursuant to Article 2343, first paragraph, of the Italian Civil Code are the ordinary shares of Commerzbank , admitted to trading on the regulated market (Prime Standard ) of the Frankfurt Stock Exchange ; (ii) the value attributed to the abovementioned shares, the source of such valuation and the valuation methodology are those that result from the explanatory report of the Board of Directors issued on today’s date, in the valuation report issued by the independent expert PricewaterhouseCoopers Business Services S.r.l. and as recalled in the fairness opinion on the issue price prepared by KPMG S.p.A., all of which are attached to the minutes of this meeting of the Board of Directors held to exercise the delegation to increase the share capital, as well as in the additional documentation (namely, the explanatory report of the Board of Directors and the report of KPMG S.p.A. on the reasonableness and non -

arbitrary nature of the criteria used for the determination of the exchange ratio) previously submitted to the aforementioned Extraordinary Shareholders’ Meeting held on 4 May 2026 , which are likewise attached to the above -mentioned board minutes, all of which shall be deemed an integral and substantive part of this resolution;

(iii) such value, as above resolved, is at least equal to the one attributed for the purpose of determining the Company’s share capital and the possible share premium; (iv) the independent expert PricewaterhouseCoopers Business Services S.r.l. meets the professional and independence requirements under the applicable laws and regulations.”

UniCredit S.p.A. Joint stock company - Registered Office and Head Office: Piazza Gae Aulenti, 3 Tower A, 20154 Milan, Italy - Registered in the Register of Banking Groups and Parent Company of the UniCredit Group, with code 02008.1; ABI code 02008.1 - Fiscal Code, VAT number and Registration number with the Company Register of Milan-Monza-Brianza-Lodi: 00348170101 - Member of the National Interbank Deposit Guarantee Fund and the National Compensation Fund - Stamp duty paid virtually, if due - Auth. Agenzia delle Entrate, Ufficio di Roma 1, no. 143106/07 of 21.12.2007.