Extraordinary Shareholders' Meeting

UNI-EN: Extraordinary Shareholders' Meeting
Data:
2026-09-21
Firma:
UniCredit S.p.A.
Spis tresci:
1.
REPORT
2.
ESAP METADATE
3.
INFORMATION ABOUT THE ENTITY
4.
SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Spis zalacznikow:
PR_UniCredit_EGM_21092026.pdf
Arkusz: REPORT
Znaleziono 1 załącznik
Nazwa arkusza:
REPORT
POLISH FINANCIAL SUPERVISION AUTHORITY
UNI - EN REPORT No
67
/
2026
Date of issue:
2026-09-21
Short name of the issuer
UniCredit
Subject
Extraordinary Shareholders' Meeting
Official market - legal basis
Inne uregulowania
Unofficial market - legal basis
Contents of the report:
The Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held today in Milan
 and approved the following resolutions
1. Amendments to the Articles of Association: amendment to Article 20 and insertion
 of new Article 20-bis.
The Shareholders' Meeting, with the favorable vote of 99.79% of the share capital
 represented at the meeting and entitled to vote, approved the amendments to the Articles
 of Association aimed at updating them in line with the provisions introduced by the
 "Capital Markets Law" _Law No. 21 of 5 March 2024_, Legislative Decree No. 47 of 27
 March 2026 and the related implementing regulations. In particular, the Shareholders'
 Meeting approved the inclusion of new Article 20-bis in the Articles of Association,
 updating the rules governing the submission of a slate by the outgoing Board of Directors,
 a right already envisaged in the Articles of Association, in connection with the renewal
 of the management body, and regulating the procedures for the allocation of seats
 should such slate receive the highest number of votes. In addition, coordinating and
 updating amendments to Article 20 of the Articles of Association were approved.
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
 or 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 having 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.
The Shareholders' Meeting approved, with the favorable vote of 97.39% of the share
 capital represented at the meeting and entitled to vote, the granting to the Board
 of Directors of the authority to issue, on one or more occasions and within five years
 from the date of the shareholders' resolution, perpetual Additional Tier 1 _AT1_ debt
 instruments convertible into UniCredit ordinary shares upon the occurrence of specified
 regulatory trigger events _Perpetual Contingent Convertible Additional Tier 1 Notes_,
 with the exclusion of pre-emption rights and intended for institutional investors.
 The bonds will be denominated in United States dollars for an aggregate maximum equivalent
 amount of EUR 5 billion, calculated on the basis of the exchange rate prevailing on
 the date of each issuance.
The conversion of each issued instrument is contingent upon the occurrence of a Trigger
 Event _reduction of UniCredit's CET 1 capital ratio, on an individual or consolidated
 basis, below a threshold defined in compliance with the applicable regulation_.
The delegation also includes the authority to increase the share capital, with the
 exclusion of pre-emption rights, to service any conversion of the instruments. The
 amount of the capital increase, including any share premium, may not exceed, in respect
 of each instrument, the euro equivalent of the Company's related debt outstanding
 at the time of conversion. The issue price of the new shares shall be determined by
 the Board of Directors pursuant to Article 2441, paragraph 6, of the Italian Civil
 Code. The Shareholders' Meeting also approved the consequent amendment to Article
 6 of the Articles of Association.
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
 determined 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.
The Shareholders' Meeting approved, with the favorable vote of 97.70% of the share
 capital represented at the meeting and entitled to vote, the granting to the Board
 of Directors of the authority to increase the share capital by 31 December 2027, in
 one or more tranches and on a divisible basis, with the exclusion of pre-emption rights
 pursuant to Article 2441, paragraph 5, of the Italian Civil Code. The delegation provides
 for a maximum nominal amount of EUR 151,304,810, plus any share premium, through the
 issuance of up to 10,603,000 UniCredit ordinary shares.
The capital increase is reserved for financial institutions holding claims against
 UniCredit arising from the settlement of certain Total Return Swap contracts referencing
 Commerzbank AG shares. The new shares will be subscribed for in cash and paid up through
 the set-off of the subscription price against such claims, with no contributions in
 kind. The issue price shall be determined by the Board of Directors in accordance
 with applicable laws and regulations.
The delegation grants the Board of Directors the authority, but not the obligation,
 to carry out the capital increase, in whole or in part. The Shareholders' Meeting
 also approved the consequent amendment to Article 6 of the Articles of Association.
The effectiveness of the resolutions relating to the delegation and the related amendment
 to the Articles of Association is subject to a positive outcome of the assessment
 by the European Central Bank pursuant to Articles 56 and 61 of the Italian Banking
 Act _Testo Unico Bancario_.
**********************
The amendments to the Articles of Association approved by today's Shareholders' Meeting
 in relation to item 1 on the agenda form part of the broader set of initiatives undertaken
 by UniCredit to update its corporate governance framework, also in light of the regulatory
 developments referred to above.
As part of these initiatives, UniCredit's Board of Directors: -
In July 2026, updated the Board of Directors' and Board Committees' Rules of Procedure,
 revising, among other things, Annex B _"Selection Process for Candidates for the Positions
 of Chair, Chief Executive Officer and Member of the Board of Directors"_ and Annex
 C _"Engagement Policy"_. The document is available on the corporate website https://www.unicreditgroup.eu/en/governance/governance-bodies.html.
 -
On 17 September 2026, approved - unanimously, with the favorable vote of all independent
 directors - the Rules of Procedure required under new Article 125-bis.1 of the Consolidated
 Law on Finance _"TUF"_, governing the procedures for holding the Bank's Shareholders'
 Meetings. The
"Rules on the Procedures for Holding Shareholders' Meetings", which supplement the
 existing Shareholders' Meeting Rules of Procedure approved by the Shareholders' Meeting,
 have been published on the corporate website and are available at https://www.unicreditgroup.eu/en/governance/shareholders.html.
Pursuant to Article 11, paragraph 7, of Legislative Decree No. 47 of 27 March 2026,
 the new rules governing the procedures for holding Shareholders' Meetings shall apply
 to meetings held after 30
September 2026.
**********************
For a complete view of the voting outcome, please refer to the "Summary report of
 the votes" which will be published on the Company's website in accordance with applicable
 law.
It should also be noted that the minutes of the meeting will be published on the Company's
 website as well as on the website of the authorised storage mechanism "eMarket STORAGE"
 managed by Teleborsa S.r.l. _www.emarketstorage.it/en_ and will be made available
 to shareholders at the Company's registered office in Milan in accordance with applicable
 law.
Milan, 21 September 2026
Enquiries:
Media Relations
e-mail: mediarelations@unicredit.eu
Investor Relations
e-mail: investorrelations@unicredit.eu
Annexes
File
Description
PR_UniCredit_EGM_21092026.pdf
Press release
Nazwa arkusza:
ESAP METADATE
Legal framework
Type of information
TRANSD
Additional regulated information required to be disclosed under the laws of a Member
 State
RegulatoryData
Collection Body
PLKNF
Unique data record identifier
Type of submission
New _to be used for new information_
Voluntary information flag
Date or period covered [Date or beginning of the period to which the information relates]
2026-09-21
Date or period covered [Date or end of the period to which the information relates]
2026-09-21
Personal data flag
Macierzyste państwo członkowskie, w stosownych przypadkach
PL
DocumentReference
Język, w którym przekazano informacje
Oryginał _ORIG_ czy tłumaczenie _TRAN_
Numer referencyjny pliku danych
PL
ORIG
SubmittingEntity
Submitting entity LEI
or
Submitting entity name - natural person
549300TRUWO2CD2G5692
RelatedEntity/LegalPerson
Entity LEI
Size of the entity
Industry sector_s_
549300TRUWO2CD2G5692
Large group
_acc. NACE_: K
Nazwa arkusza:
INFORMATION ABOUT THE ENTITY
UniCredit S.p.A.
_fullname of the issuer_
UniCredit
Banki _ban_
_short name of the issuer_
_sector according to clasification
of the WSE in Warsow_
00187
Rzym
_post code_
_city_
Specchi
16
_street_
_number_
_phone number_
_fax_
_e-mail_
_web site_
00348170101
N/A
_NIP_
_REGON_
Nazwa arkusza:
SIGNATURE OF PERSONS REPRESENTING THE COMPANY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date
Name
Position / Function
Signature
2026-09-21
Daniela Arienti
Group Media Relations
Identyfikator raportu
jjvuszwyf1
Nazwa raportu
UNI-EN
Symbol raportu
UNI-EN
Nazwa emitenta
UniCredit S.p.A.
Symbol Emitenta
UniCredit
Tytul
Extraordinary Shareholders' Meeting
Sektor
Banki (ban)
Kod
00187
Miasto
Rzym
Ulica
Specchi
Nr
16
Tel.
Fax
e-mail
NIP
00348170101
REGON
N/A
Data sporzadzenia
2026-09-21
Rok biezacy
2026
Numer
67
adres www
Serwis Ekonomiczny
Polskiej Agencji Prasowej SA
2026 Copyright PAP SA - Wszelkie prawa zastrzezone.