Notary's Register No. 10580 Serial No. 7205 MINUTES
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Notary’s Register no. 10580 Serial no. 7205 MINUTES OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF "UniCredit, società per azioni" REPUBLIC OF ITALY On the thirteenth day of May in the year two thousand and fifteen at 10.05 AM In Rome at no. 180 Viale Umberto Tupini This 13 May 2015 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, with share capital of Euro 19,960,518,108.04, 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 UniCredit S.p.A. individual financial statements as at December 31, 2014, accompanied by the Reports of the Directors and of the Auditing Company; Board of Statutory Auditors Report. Presentation of the consolidated financial statements; 2. Allocation of the UniCredit S.p.A. 2014 net profit of the year; 3. Distribution of a dividend from Company profits reserves in the form of a scrip dividend; 4. Appointment of Directors, once the number of Board members has been set, and definition of the duration of their term in office; 5. Authorisation for competing activities pursuant to Section - 2 - 2390 of the Italian Civil Code; 6. Determination in accordance with Clause 26 of the Articles of Association of the remuneration for Directors for their work on the Board of Directors, the Board Committees and other company bodies; 7. 2015 Group Compensation Policy; 8. 2015 Group Incentive System; 9. UniCredit Long Term Incentive plan for the UniCredit Top Management; 10. Group Termination Payments Policy; 11. UniCredit Group Employee Share Ownership Plan 2015 (Plan “Let’s Share for 2016”); 12. Completion of the Board of Statutory Auditors following the resignation of one of the permanent Statutory Auditors. Extraordinary Part 1. Capital increase for no consideration pursuant to Article 2442 of the Italian Civil Code to service the payment of a dividend from profit reserves, in the form of a scrip dividend, to be implemented through the issue of ordinary shares and savings shares to be assigned, respectively, to the holders of ordinary shares and the holders of savings shares of the Company, without prejudice to any request for payment - 3 - in cash; ensuing amendments to the Company Articles of Association; 2. Amendments to clauses 6, 8, 20, 23 and 30 of the Articles of Association; 3. Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to resolve in 2020 to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum amount of € 32,239,804.21 corresponding to up to 9,500,000 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 2014 Group Incentive System; consequent amendments to the Articles of Association; 4. 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 € 100,075,594.87 corresponding to up to 29,490,000 UniCredit ordinary shares to be granted to the Personnel of the Holding - 4 - Company and of the Group banks and companies in execution of the 2015 Group Incentive System; 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 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 parts of the Meeting, in the form of a public deed. Shareholder Elman ROSANIA took the floor to make the following speech: “Written opposition to Notary Public Salvatore Mariconda’s intervention at the AGM in ordinary session, undertaken also on behalf of the minority group at former subsidiary Banca Mediterranea del Sud Italia, with a request for a full transcript to be made to the Meeting minutes and associated documentation to form an integral part. - 5 - As I have done at the last three UniCredit Shareholders’ Meetings, I am the first to take the floor, for myself and on behalf of the minority group of shareholders, savers and individuals from the former subsidiary Banca Mediterranea del Sud Italia, which has been forced to attend UniCredit Shareholders’ Meetings since the well-publicized dispute that arose in 2000. I wish to express my opposition to Notary Public Salvatore Mariconda’s participation at today’s Meeting in ordinary session, and I propose that some other person perform the minute-taking functions of the secretary at the Shareholders Meeting in ordinary session. The reason underlying this request is that it is not mandatory to appoint a Notary Public as secretary to the Shareholders’ Meeting in ordinary session (note the Shareholders’ Meetings in ordinary session held by the Cassa di Risparmio di Ravenna chaired by Antonio Patuelli, who was unanimously elected on 31 January 2013 as Chairman of the ABI - the Italian Association of Banks - which for some time now has had a consolidated tradition of choosing to appoint an individual other than a Notary Public to take minutes). There are also further reasons to exclude Notary Public Salvatore Mariconda from today’s proceedings, based on the inferences in the documented exposés dated 17 and - 6 - 25 June 2014, sent by the former Banca Mediterranea minority to top management at UniCredit, Banca d’Italia and CONSOB, and signed by shareholder Saverio Telesca. These exposés are based on specific contestations, including a failure to transcribe to the minutes - as I had specifically requested - the statement that I made at the opening of the 13 May 2014 Shareholders’ Meeting concerning my opposition to the Notary Public attending the ordinary session, and a failure to include in the minutes as an integral part my statement both the schedule of data regarding the UniCredit share capital increase, which took place on the stock exchange between 9 and 20 January 2012, and the associated chart illustrating fluctuations of up to 600%, which, if compared with the annual interest rate, and I have the figures here with me, corresponds to a rate of return of 18,249% in just 12 days; these documents were, incidentally, added as item I) to the minutes by Notary Public Mario Zanchi of Siena at the 28 December 2013 Shareholders’ Meeting held by competitor Monte dei Paschi di Siena. That is not all. This failure was repeated in the above-mentioned minutes, because the following were not attached to the minutes as an integral part of speech that I subsequently made to the 2014 Shareholders’ Meeting on - 7 - behalf of the Sud Italia minority group: 1) The schedule of 2008-2013 UniCredit operational data, from which it may be seen that over this six-year period the UniCredit Group sent 100.5 billion Euros up in smoke, writing off loans as impairment adjustments, goodwill and tangible/intangible assets; incidentally, this chart recently appeared in the third report “The people of Lucania on the UniCredit catastrophe”, published on pages 18/19 in the Saturday 9 May 2015 issue of the weekly Controsenso Basilicata, which was cc’d by email to [email protected], and then forwarded the day before yesterday, on 11 May 2015, to senior management at UniCredit and the State Regulators. I will take this opportunity to give the Chairman and CEO an original of the weekly, containing the above third report; 2) The two lists put together by the former subsidiary Banca Mediterranea minority group regarding UniCredit’s 31 investee companies based offshore, in Delaware USA, Dover and Wilmington, the Caymans, George Town, Hong Kong, Singapore, Taipei, Almaty City, Puerto de la Cruz, and a further 11 equity stakes based in Luxembourg, among UniCredit’s great many equity holdings. These omissions very much harmed and distorted the input from the minority group of the former Banca Mediterranea - 8 - subsidiary, not to mention objective public disclosure regarding the debate carried out at the corporate body par excellence. Such serious omissions also harm the principle of ensuring objective public disclosure of debate at the Shareholders’ Meeting.