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1 - Rome, Velletri and Civitavecchia, Did on the Aforesaid Day and Time Go to Rome, No Notary’sRegisterno.12527 Serialno.8507 MINUTES OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF “UniCredit, società per azioni” REPUBLIC OF ITALY On the twentieth day of April in the year two thousand and seventeen at 10.00 AM In Rome at no. 180 Viale Umberto Tupini This 20 April 2017 At the request of “UniCredit, società per azioni”, the Holding Company of the UniCredit Banking Group, a member of the Register of Banking Groups code no. 02008.1, and of the Interbank Deposit Protection Fund and the National Compensation Fund, with Registered Office in Rome, at no. 16 Via Alessandro Specchi, and Head Office in Milan, at 3 Piazza Gae Aulenti, Tower A, with share capital of Euro 20,880,549,801.81, fully paid-up, membership number in the Rome Trade and Companies Register, Tax Code, and VAT number 00348170101 (R.E.A. RM 1179152). I, Mr SALVATORE MARICONDA, Notary Public resident in Genzano di Roma, a registered member of the Notary District Boards of - 1 - Rome, Velletri and Civitavecchia, did on the aforesaid day and time go to Rome, no. 180 Viale Umberto Tupini, to assist and draw up the minutes of the resolutions taken by the Shareholders’ Meeting of the requesting Company as called at the aforesaid premises, at 10.00 AM in a single call for the ordinary and extraordinary sessions, in order to discuss and resolve the following Agenda: Ordinary Part 1. Approval of the 2016 individual financial statements of UniCredit S.p.A.; elimination of the so-called “negative reserves” for components not subject to change by means of their definitive coverage. Presentation of the consolidated financial statements of the UniCredit Group 2. Allocation of the UniCredit S.p.A. 2016 result of the year 3. 2017 Group Incentive System 4. 2017-2019 Long-term Incentive Plan (2017-2019 LTI Plan) 5. Group Termination Payments Policy 6. 2017 Group Compensation Policy Extraordinary Part 1. Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to - 2 - resolve in 2022 to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of Euro 3,181,011.56 corresponding to up to 339,236 UniCredit ordinary shares to be granted to the Personnel of the Holding Company and of Group banks and companies, in order to complete the execution of the 2016 Group Incentive System; consequent amendments to the Articles of Association 2. Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions for a maximum period of five years starting from the date of the shareholders’ resolution, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of Euro 187,539,740.00 corresponding to up to 20,000,000 UniCredit ordinary shares to be granted to the Personnel of the Holding Company and of Group banks and companies in execution of the 2017 Group Incentive System and of the 2017-2019 LTI Plan; consequent amendments to the Articles of Association. Upon entering the Meeting hall, I acknowledged the presence at the Chairman’s table of Mr Giuseppe VITA, born in Favara (Agrigento) on April 28,1935, and domiciled for the purposes - 3 - of the office hereunder in Milan, at 3 Piazza Gae Aulenti, Tower A, the Chairman of the requesting Company, who in such capacity, pursuant to Clause 16 of the Articles of Association, assumed the chair of the Meeting. Mr Giuseppe Vita, whose personal identity was known to me, Notary Public, moved on to the official part of the Meeting, calling me, Notary Public, to draft the minutes of the ordinary and extraordinary sections of the Meeting, in the form of a public deed. Shareholder Elman ROSANIA asked for permission to speak, and took the floor to say the following: “Chairman, my intention is not to disappoint you. Referring back to statements and documentation from the opening address of the six previous UniCredit Shareholders’ Meetings, held in Rome on the dates of 11 May 2012, 11 May 2013, 13 May 2014, 13 May 2015, 14 April 2016, and 12 January 2017, the group of minority shareholders from the former Banca Mediterranea del Sud Italia express their strong opposition to the appointment of Salvatore Mariconda as the minute-taking secretary for UniCredit Shareholders’ Meetings, given that he is being proposed once again today by the Bank’s management, inasmuch as we believe that the aforementioned Mariconda is ill-suited - 4 - to performing such functions, given his repeated shortcomings, omissions and the arbitrary nature of his work drafting the Meeting minutes. The last set of minutes that Salvatore Mariconda drafted, with assistance from UniCredit’s management and a number of co-workers at the UniCredit Shareholders’ Meeting held roughly three months ago, on 12 January 2017, at least when it came to the speeches made by appointees of the group of former Banca Mediterranea minority shareholders, did not accurately report the debate, as they contained erroneous words and figures which altered the nature of the content and, in consequence, the line of reasoning set out by the dissenting speakers and the minority group on whose behalf these speeches were made. Such was the lack of stylistic syntactical care in these minutes that it impeded the important public act of corporate consent. By way of example and in pursuit of brevity, I propose now merely to point out some of the shortcomings, omissions and the arbitrary nature of the minutes: on page 90 of the original minutes, which in total are 135 pages long, after the sentence ‘Chairman, I thank you for granting me a few seconds more, I tried to stick to the time I had, but I took the interpreters into account,’ as Elman Rosania said in an - 5 - extempore manner after the speech he had written and read out, whereas in the minutes this is presented as being part of his written speech; the minutes also fail to record comments made by Chairman Giuseppe Vita, ‘Thanks also on behalf of the interpreters, and thanks on behalf of Jean Pierre for his difficulties in understanding Italian,’ as well as what Rosania said subsequent to this: ‘I intend to compliment the CEO later, in my next speech, for how rapidly he has learned the Italian language,’ and Chairman Vita’s final follow-up, ‘Well done, and thank you.’ On the preceding page, page 89, following the words ‘stratospheric interest rate over the period’, the figure 18.249% was erroneously transcribed, instead of 18,249%, a rate of return a thousand times higher, as pointed out by Elman Rosania and backed up by the associated entries. This is not to neglect the fact that the words ‘Chairman, one minute and forty-seven seconds are left’ on page 110, and the last few sentences on pages 111 and 113 of the minutes were stated after the reading of Elman Rosania’s written reply, rather than as they are reported, as part of the reply itself; it should further be noted that the approach to transcribing these utterances contrasts with the approach used to summarise the utterances made by the Chairman - 6 - and Mariconda himself. Contrary to what he stated on 12 January 2017, at the 8 May 2008 UniCredit Shareholders’ Meeting, as Meeting secretary he attached two documents to the minutes, annexes E1 and E2, deed nos. 4606/3179, given to him by the speakers at the debate, including yours truly, as an integral part of their respective speeches. It should further be noted that Salvatore Mariconda’s performance at UniCredit Shareholders’ Meetings have received trenchant criticism in Parliament, at the Chamber of Deputies session held on 2 February 2017, by Gianni Franco Papa, UniCredit’s General Manager, and by Franco Mirko Davide Georg Bianchi, Head of Group Planning, Finance, Shareholding and Investor Relations at UniCredit. As I conclude, Mr Chairman, for all of the reasons presented and justified above, I now ask you to withdraw the proposal to appoint Salvatore Mariconda as minute-taking secretary for today’s Shareholders’ Meeting, and appoint some other eligible candidate. If this is not the case, I ask that the Shareholders’ Meeting express its opinion through a vote on the Notary Public’s appointment. Lastly, for ineluctable transparency-related reasons, I request that a list be prepared and circulated of all attendees at today’s Meeting, - 7 - for whatsoever reason, including consultants and all collaborators at various levels, to be attached to the minutes that will be drawn up.” Having returned to the floor, the Chairman reminded shareholder Elman ROSANIA that the list of Meeting attendees would be published and attached to the minutes, and then began to put to the vote the appointment of myself, Notary Public, to draw up the minutes for the day’s Agenda in ordinary session. Shareholder Gianluca FIORENTINI requested permission to speak. He expressed his opinion that there was no need to proceed with a vote regarding selection of the Notary Public, in as much as Clause 16 of the Company’s Articles of Association, paragraph 1 – and no other interpretation was possible – fully empowered the Chairman to appoint the Notary Public, without it being subject to voting, inasmuch as this prerogative was attributed by the Articles of Association to the Chairman, and it was up to the Chairman to exercise it within the scope of his powers to chair the Meeting proceedings. I, Notary Public noted that with regard to the Meeting in extraordinary session, shareholder Fiorentini’s comments were - 8 - impeccable; however, in ordinary session the selection of the Notary Public was a discretionary matter.
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