NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION
Extraordinary Shareholders' Meeting
The Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held
today in Milan and resolved on the single item on the agenda.
The Shareholders' Meeting - with 99.55%per cent of the share capital
present and entitled to vote - has resolved to grant to the Board of
Directors 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, plus 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 Aktiengesellschaft 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 things, have the power to
establish, in compliance with the above mentioned limitations, the
amount of the capital increase, the issue price of the newly issued
ordinary shares (including any share premium), any other terms and
conditions of the delegated capital increase, within the limitations set
forth by the applicable regulations.
The Shareholders' Meeting also resolved to amend Article 6 of the Articles of Association accordingly.
For a complete view of the voting outcome, please refer to the
"Summary report of the votes" which will be published within the terms
of the law on the Company's website.
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 the terms provided for by current
legislation.
* * *
The content of this document has a merely informative and provisional
nature and is not to be construed as providing investment advice. The
statements contained herein have not been independently verified. No
representation or warranty, either express or implied, is made as to,
and no reliance should be placed on, the fairness, accuracy,
completeness, correctness or reliability of the information contained
herein. Neither UniCredit nor any of its representatives accept any
liability whatsoever (whether in negligence or otherwise) arising in any
way in relation to such information or in relation to any loss arising
from its use or otherwise arising in connection with this document. By
accessing these materials, you agree to be bound by the foregoing
limitations.
This press release is neither an offer to sell or purchase nor a
solicitation of an offer to sell or purchase Commerzbank shares. The
definite terms and conditions of the offer, as well as further
provisions concerning the offer, will be published in the offer document
once its publication has been approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
Investors and holders of Commerzbank Shares are strongly advised to
read the offer document and all other documents regarding the offer as
soon as they are published, as they will contain important information.
Subject to the exceptions described in the offer document and any
exceptions granted by the relevant regulatory authorities, an offer is
not being made directly or indirectly, in or into those jurisdictions
where to do so would constitute a violation pursuant to the laws of such
jurisdiction.
The offer will exclusively be subject to the laws of the Federal
Republic of Germany. Any agreement that is entered into as a result of
accepting the offer will be exclusively governed by the laws of the
Federal Republic of Germany and is to be interpreted in accordance with
such laws.
For Commerzbank shareholders whose place of residence, incorporation
or place of habitual abode is outside of the Federal Republic of
Germany, it may be difficult to enforce rights and claims arising
outside of the laws of their country of residency, incorporation or
place of habitual abode, since Commerzbank is incorporated in the
Federal Republic of Ger-many and some or all of its officers and
directors may be residents of a country other than the country of
residency, incorporation or place of habitual abode of the respective
shareholders. It may not be possible for such Commerzbank shareholders
to sue a foreign company or its officers or directors for violations of
the laws of their country of residency, incorporation or place of
habitual abode in a court in their country of residency, incorporation
or place of habitual abode. Further, it may be difficult to compel a
foreign company and its affiliates to subject themselves to a judgment
of a court of their country of residency, incorporation or place of
habitual abode.
Notice to Commerzbank shareholders in the United States
The offer will exclusively be subject to the laws of the Federal
Republic of Germany which differ from the disclosure, procedural, and
filing requirements of the US tender offer rules under the US Securities
Exchange Act of 1934, as amended (the Exchange Act) for
tender offers for the securities of domestic US companies. The Offer
will be made in compliance with applicable US laws and regulations,
including Section 14(e) and Regulation 14E under the Exchange Act.
The new ordinary shares in UniCredit offered as consideration for the
tendered Commerzbank shares will not be registered under the US
Securities Act of 1933, as amended (the Securities Act),
and such shares in UniCredit may not be offered, sold or delivered
within or into the United States, except pursuant to an applicable
exemption of, or in a transaction not subject to, the Securities Act.
Neither the offer nor this press release have been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other US regulatory
authority, nor have such authorities approved or disapproved or passed
judgement upon the fairness or the merits of the offer, or determined if
the information contained in this press release is adequate, accurate
or complete. Any representation to the contrary is a criminal offense in
the United States.
Forward-looking Statements
This press release contains certain forward-looking statements. These
statements do not represent facts and are characterized by words such
as "expect", "believe", "estimate", "intend", "aim", "assume" or similar
words. Such statements express our intentions, opinions or current
expectations, with respect to possible future events, e.g. regarding
possible consequences of the offer for Commerzbank and the Commerzbank
shareholders or for future financial results of Commerzbank.
Such forward-looking statements are based on the current plans,
estimates and forecasts, which we have made to the best of our
knowledge, but do not purport to be correct in the future.
Forward-looking statements are subject to risks and uncertainties that
are difficult to predict and generally cannot be influenced by us. The
forward-looking statements contained in this press release could turn
out to be incorrect and future events and developments could
considerably deviate from the forward-looking statements contained in
this press release.
UniCredit is providing the information in this press release as of
this date and does not undertake any obligation to update any
forward-looking statements contained in this press release as a result
of new information, future events or otherwise.
* * *
Milan, 4 May 2026
