Informazione
Regolamentata n.
0263-102-2026Data/Ora Inizio Diffusione 29 Luglio 2026 19:37:11Euronext Milan
Societa' :UNICREDIT
Utenza - referente :UNICREDITN03 - Velo Michele Tipologia :3.1; 2.2 Data/Ora Ricezione :29 Luglio 2026 19:37:11 Data/Ora Inizio Diffusione :29 Luglio 2026 19:37:11 Oggetto :Notice of call Testo del comunicato
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PRESS RELEASE
Notice of ca ll
The Extraordinary Shareholders’ Meeting of UniCredit S.p.A. is convened in Milan, at Tower A, Piazza Gae Aulenti, 3, in a single call, on 21 September 2026, at 10:00 a.m.
The Company - in accordance with the provisions of Article 106 of Decree Law no. 18/2020 converted by Law no.
27/2020 and subsequent amendments and additions (“ Decree ”) - has decided to make use of the right to provide that the Shareholders’ attendance in the Shareholders’ Meeting shall be made exclusively through the Company -Designated Proxy Holder pursuant to Article 135 -undecies of Legislative Decree no. 58/98 (“Testo Unico della Finanza” hereinafter referred to as “TUF”), without physical participation by the shareholders.
The Shareholders’ Meeting is convened to decide on the following
AGENDA
1. Amendments to the Articles of Association: amendment to Article 20 and insertion of new Article 20 -bis.
2. Proposal to grant the Board of Directors, pursuant to Article 2420 -ter of the Italian Civil Code, the power, to be exercised within 5 (five) years from the shareholders’ resolution, to issue, pursuant to Article 2420 -bis of the Italian Civil Code, in one o r more occasions and with exclusion of pre -emption rights, bonds convertible into ordinary shares of UniCredit (Perpetual Contingent Convertible Additional Tier 1 Notes) denominated in USD for a maximum equivalent amount of Euro 5,000,000,000.00 calculated on the basis of the exchange rate in effect on the date of each issuance, addressed to institutional investors and, consequently, to increase the share capital with exclusion of pre -emption rights pursuant to Article 2441, fifth paragraph, of the Italian Civil Code, for an amount (including share premium) that may not exceed, for each convertible bond, the EUR equivalent of the Company’s relevant debt at the time of such conversion, through the issuance of ordinary shares with regular dividend rights and h aving the same characteristics as the ones outstanding as of the issue date, whose issue price will be determined by the Board of Directors in accordance with Article 2441, sixth paragraph, of the Italian Civil Code; consequent amendment of Clause 6 of the Articles of Association; related and consequent resolutions.
3. Proposal to grant the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, with the power, to be exercised within 31 December 2027, to increase the share capital, in one or more tranches and in a divisible form, without pre -emption right pursuant to Article 2441, paragraph 5, of the Italian Civil Code, by issuing maximum no. 10,603,000 ordinary shares, with ordinary rights and the same characteristics as the shares already outstanding on the issue date, whose issuance price shall be dete rmined by the Board of Directors pursuant to applicable laws, to be paid up by way of set -off of the receivables arising from certain Total Return Swap agreements; subsequent amendment of Art. 6 of the Company’s Articles of Association ; related and subsequent resolutions .
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Right to attend and vote at the Shareholders’ Meeting Pursuant to Article 83 -sexies of the TUF, those who can legitimately attend and vote at the Shareholders’ Meeting -
exclusively through the Company -Designated Proxy Holder - are the persons for whom, at their own request, the authorised intermediaries have sent to the Company the communications certifying ownership of the relevant right within the terms provided for by the current provisions of the law; the intermediaries make the communications on the basis of the evidence of the accounts on which the UniCredit shares are registered at the end of the accounting day of 10 September 2026 (the so -called record date ). Credi t and debt recordings carried out on the accounts after
this date are not relevant for the purposes of legitimation: therefore, those who will be holders of the shares only after such date will not have the right to attend and vote at the Shareholders’ Meeting.
No provisions have been made for voting by correspondence or by using electronic means.
Voting proxies and Company -Designated Proxy Holder Pursuant to the Decree, the attendance in the Shareholders’ Meeting by those who have the right to vote is allowed exclusively through the Company -Designated Proxy Holder .
Those who have the right to vote will therefore necessarily have to grant a proxy and voting instructions to Computershare S.p.A. , with registered office in Milan and offices in Via Nizza, 262/73 in Turin, the Representative designed for this purpose by the Company pursuant to Article 135 -undecies of the TUF, in accordance with the procedures provided for by the current legislation.
The proxy to the Company -Designated Proxy Holder , with voting instructions on all or some of the proposed resolutions on the items on the agenda, shall be conferred using the specific proxy form, also electronic, prepared by the Designated Proxy Holder itself in agreement with the Company, available on UniCredit website at www.unicreditgroup.eu/egm21september2026 .
The proxy form with the voting instructions must be submitted, following the instructions therein, by 12:00 a.m. on 18 September 2026. Alternatively, the proxy may be transmitted, by 12:00 a.m. on 19 September 2026 , using the specific web application prepared and managed directly by Computershare S.p.A., through which it will be possible to proceed with the guided filling in of the proxy form and voting instructions. The web application, which can be accessed via a specific link on UniCredit website at www.unicreditgroup.eu/egm21september2026 , will be made available by Computershare S.p.A. from 8 September 2026.
Within the aforementioned time limits, the proxy and the voting instructions can always be revoked using the procedures specified above . The proxy is effective only for proposals in relation to which voting instructions have been given.
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To the Company -Designated Proxy Holder, according to the Decree , also delegations or sub -delegations pursuant to Article 135 -novies of the TUF may be conferred, with the possibility to use the delegation/sub -delegation form available on the Company website. The delegation or sub -delegation, together with the voting instructions, granted by means of a document in electronic format with a qualified electronic signature or digital signature may be notified to Computershare S.p.A. by sending an e -mail to unicredit@pecserviziotitoli.it .
Integration of the agenda, submission of new resolutions proposals on items already on the
agenda
The right to supplement the agenda of the Shareholders’ Meeting and/or to submit new resolution proposals on items already on the agenda may be exercised, in the cases and according to the procedures indicated in Article 126 -bis of the TUF1, by Shareholders who, also jointly, represent at least 0.50% of the share capital, within the term of 10 days from the publication of this notice of call. Integration of the agenda is not admissible for topics on which the Shareholders’ Meeting resolves, pursuant to law, upon the proposal of the Directors or based on plans or reports prepared by them, other than those indicated in Article 125 -ter, paragraph 1 of the TUF.
The requests - together with the documentation certifying the ownership of the shareholding - must be submitted in writing or sent via registered mail with notice of receipt to UniCredit S.p.A.’s Registered Office (with the express indication: “ To the attention of Group Corporate Affairs” ); the requests may also be sent via certified e -mail to the address corporate.law@pec.unicredit.eu . Within the aforementioned deadline, and by using the same means , a report giving the reason for the request or the proposal must be sent to the Board of Directors by the requiring or proposing Shareholders. The legitimation of the Shareholders shall be ascertained based on the notice given by the intermediary according to Article 43 of the Bank of Italy -Consob Resolution dated 13 August 2018 ( Regulation of central counterparties, central securities depositories and centralized management ).
1 Pursuant to Article 11, paragraph 7, of Legislative Decree No. 47 of 27 March 2026, until 30 September 2026 Article 126 -bis of the TUF shall apply in the version in force prior to the amendments introduced by said Legislative Decree.
Additions to the agenda and further resolution proposals on items already on the agenda will be subject to public notice, in the same ways established for the publication of the notice of call, by 6 September 2026. At the same time the submitted reports drawn up by those requiring additions and/or further resolution proposals will be made available to the public, together with any view of the Board of Directors .
Individual resolution proposals It should be noted that the right provided for in Article 126 -bis, paragraph 1, of the TUF (“ Any person who has the right to vote can individually submit resolution proposals at the shareholders’ meeting ”)2 may be exercised in the following manner and timing:
- Shareholders entitled to attend the Shareholders’ Meeting may submit proposals on the items on the agenda, by sending them by registered letter with return receipt to the Company’s Registered Office (with the express indication:
“To the attention of Group Corporate Affairs” ) or by email to corporate.law@pec.unicredit.eu , indicating their identification and contact details;
- the proposals must contain the text of the resolution to be submitted to the Shareholders’ Meeting and must be received by UniCredit by 6 September 2026 , to enable the Company to make them public and to integrate the proxy forms with the relevant voting instructions in time to allow those entitled to vote to make an informed decision on such proposals.
The entitlement to submit proposals must be certified by means of the communication pursuant to Article 83 -sexies of the TUF issued by the intermediary for the purpose of attending and voting at the Shareholders’ Meeting and must be received by UniCredit by 10 September 2026 .
UniCredit will publish the proposals received on its website by 8 September 2026 , after verifying their relevance to the items on the agenda, as well as their correctness and completeness with respect to the applicable regulations.
Proposals for which the entitlement of the person making the proposal is not certified shall be consider ed as not submitted, with their consequent deletion from the Company’s website.
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Should the agenda be integrated or new proposed resolutions be submitted, the proxy forms referred to in the preceding paragraph will be updated as necessary.
Questions on the items on the agenda before the Shareholders’ Meeting As provided for in Article 127 -ter of the TUF, those entitled to vote may submit questions pertaining to the items on the agenda prior to the Shareholders’ Meeting by sending them:
- by e-mail to corporate.law@pec.unicredit.eu or
- by registered letter with notice of receipt to the Company’s Registered Office (with the express indication: "To the attention of Group Corporate Affairs "), with their identification and contact details.
The entitlement of those asking questions shall be ascertained based on the notice given by the intermediary according to Article 43 of the Bank of Italy -Consob Resolution dated 13 August 2018, or by means of the communication pursuant to Article 83 -sexies of the TUF to allow attendance at the Shareholders’ Meeting . Those interested are invited to send the Company, together with their questions, a copy of the documentation proving their entitlement .
The questions must be received by 10 September 2026 .
Questions that will result to be pertinent to the items on the agenda, will be given an answer by 18 September 2026 on the Company website (www.unicreditgroup.eu/egm21september2026 ).
The Company will not answer questions that do not comply with the above modalities, due dates and conditions .
Documents for the Shareholders’ Meeting
2 See footnote no. 1.
The resolution proposals relating to the items on the agenda, together with the relevant explanatory Reports, are made available to the public at the same time as the publication of this notice of call, at the Company’s Registered Office, on the website of the authorized storage mechanism “eMarket STORAGE” managed by Teleborsa S.r.l.
(www.emarketstorage.it/en ) as well as on the UniCredit website.
In accordance with the current provisions, the Shareholders may obtain a copy of the documents deposited at the Registered Office at their own expense3.
Information concerning the share capital and the shares with voting rights As of the date of publication of this notice, the fully paid -up share capital of UniCredit S.p.A. is equal to Euro 21,509,089,303 and is divided into a total of 1,507,953,015 shares with no nominal value. Each share gives the right to one vote.
Website and Company addresses Any reference made in this document to the Company or to UniCredit website is to be understood as a reference, also pursuant to the provisions of Article 125 -quater of the TUF, to the following address:
www.unicreditgroup.eu/egm21september2026
The address of UniCredit S.p.A.’s Registered Office is Piazza Gae Aulenti no. 3, Tower A - 20154 Milan.
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An excerpt of this notice is published in the daily newspapers “Il Sole 24 Ore” and “MF”.
Milan, 22 July 2026
THE CHAIRMAN OF THE BOARD OF DIRECTORS
Pietro Carlo Padoan
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For further information on the procedures and conditions for attending the Shareholders’ Meeting, for supplementing the agenda and for submitting pre -meeting questions, Shareholders – in addition to referring to the laws in force and to the indications on UniCredit’s website – may call the TOLL -FREE NUMBER 800.307.307 , operating, on weekdays, from 8:30 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:00 p.m.
For specific information on granting proxies to the Company -Designated Proxy Holder, the Shareholders may directly contact Computershare S.p.A. at phone number +390110923200 operating on the same days and at the same times.
Please note that Shareholders holding an equity deposit and enabled to operate in the UniCredit S.p.A. Internet Banking can request tickets to attend the Shareholders’ Meeting also through this application, it being understood that participation may take place exclusively through the Company -Designated Proxy Holder pursuant to Article 135 -
undecies of Legislative Decree No. 58/98.
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Conta cts
Investor Relations
e mail: investorrelations@unicredit.eu
Media Relations
e mail: mediarelations@unicredi.eu
3 For consultation at the Company's Registered Office, shareholders are kindly requested to make an appointment in advance.
Fine Comunicato n.0263-102-2026 Numero di Pagine: 6