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2020 Report on Corporate Governance and Ownership Structure Pursuant to Section 123/Bis of the TUF (So-Called “Traditional” Management and Control System)

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2020 Report on Corporate Governance and Ownership Structure Pursuant to Section 123/Bis of the TUF (So-Called “Traditional” Management and Control System) Name of Issuer: UniCredit S.p.A. Website: www.unicreditgroup.eu Reference Period: January 1, 2020/December 31, 2020 Report approved on: March 5, 2021 2020 Report on Corporate Governance and Ownership Structure pursuant to Section 123/bis of the TUF (so-called “traditional” management and control system) Index Glossary 4 1. Issuer profile 6 2. Information on the ownership structure 17 2.1 Share capital structure 17 2.2 Restrictions on stock transfers 18 2.3 Relevant equity holdings 18 2.4 Restrictions on voting rights 21 2.5 Changes to control clauses and by-laws provisions on public purchase offers 21 2.6 Delegation of power to increase share capital and authorisations to purchase own shares 22 3. Shareholders’ Meetings 23 4. Board of Directors 26 4.1 Appointment and replacement 26 4.2 Composition 29 4.3 Board of Directors’ role 39 4.4 Delegated bodies 43 4.5 Independent Directors 44 4.6 Lead Independent Director 46 5. Board of Directors’ internal Committees 47 5.1 Internal Controls & Risks Committee 51 5.2 Corporate Governance, Nomination and Sustainability Committee 53 5.3 Remuneration Committee 56 5.4 Related-Parties Committee 56 UniCredit · Report on corporate governance and ownership structure 2 6. Directors’ Remuneration 59 Indemnities to Directors in the event of resignation, dismissal or termination of employment following a public purchase offer 7. Directors’ interests and related-parties transactions 60 8. Internal controls and risks management system 62 8.1 Bodies and functions 62 8.2 Financial reporting process, including on a consolidated basis 71 8.3 Coordination procedures among parties involved in the internal controls and risks management system 73 8.4 Group governance mechanisms 74 8.5 Organisation Model as per Legislative Decree no. 231/2001 75 8.6 Whistleblowing 75 8.7 Auditing firm 76 9. Handling of corporate information 77 10. Appointment of Statutory Auditors 79 11. Board of Statutory Auditors’ composition and functioning 81 12. Relations with Shareholders 87 ANNEXES: - Positions held by UniCredit Directors at other companies listed on regulated markets (in Italy and abroad), as well as in financial services companies, banks, insurance companies or other large companies 88 - Managerial powers 91 3 Report on corporate governance and ownership structure · UniCredit Glossary Banca d’Italia Bank (also, the Holding Company Circular no. 285/2013 or Company) The Italian Republic’s central bank, UniCredit S.p.A. Circular no. 285, dated December it is part of the Eurosystem, 17, 2013 and issued by Banca comprising the European Central d’Italia, regarding prudential Bank and the national central banks Supervisory Regulations for banks of European Union States that have and banking groups, as adopted the Euro subsequently amended CONSOB CONSOB Issuers’ Rules CONSOB Regulations on related parties Commissione Nazionale per le Regulation implementing the The regulation on transactions with Società e la Borsa, the Italian Italian Consolidated Law on Finance related parties by companies that Supervisory Authority that oversees governing issuers, adopted by make use of the risk capital market transparency and correctness in CONSOB through Resolution no. directly or via subsidiaries, adopted conduct on Italian financial markets 11971, dated May 14, 1999, as by CONSOB in Resolution no. 17221, subsequently amended dated March 12, 2010, as subsequently amended Consolidated Law on Banking, or Consolidated Law on Finance, or Corporate Governance Code, or the TUB the TUF the Code Legislative Decree no. 385, dated Legislative Decree no. 58, dated The “Corporate Governance Code September 1, 1993, as subsequently February 24, 1998, as subsequently for listed companies” approved by amended amended the Italian Corporate Governance Committee and issued by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria – the version as updated in July 2018 CRD IV European Central Bank (ECB) Financial year to which the Report refers (also Reference Period or Period) Capital Requirements Directive IV, The central bank of the nineteen January 1, 2020/December 1, 2020 the European Parliament and European Union Member States Council’s Directive 2013/36/EU, that adopted the Euro dated June 26, 2013, regarding access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, as amended under Directive 2019/878/EU of May 20, 2019 UniCredit · Report on corporate governance and ownership structure 4 Group Remuneration Policy and Italian Civil Code Legislative Decree no. 231/2001 Report The Group Remuneration Policy and Royal Decree no. 262, dated March Legislative Decree no. 231, dated Report, drawn up in accordance with 16, 1942, as subsequently June 8, 2001, containing the Section 123/ter of the TUF, Section amended framework that governs the 84/quater of the CONSOB Issuers’ administrative responsibility of Rules (as amended by Resolution no. legal persons, companies and 21623, dated December 10, 2020) associations, with or without legal and with Supervisory Provisions on liability, as subsequently amended remuneration Manager in Charge Report Supervisory Authority The Manager charged with This “Report on corporate The European Central Bank, Banca preparing the company’s financial governance and ownership d’Italia, CONSOB, as defined above, reports (pursuant to Section structure”, referring to the 2020 and/or any other independent 154/bis of the Consolidated Law on financial year, made available on authority and/or administration at Finance) the Company’s website national or EU level Supervisory Regulations on Supervisory Regulations on UniCredit website corporate governance remuneration Provisions on banks’ corporate Provisions regarding remuneration The Company’s website, governance, laid down in Circular and incentive policies and practices www.unicreditgroup.eu no. 285, dated December 17, 2013 at banks and banking groups, as (Part I, Title IV, Chapter 1) laid down in Circular no. 285, dated December 17, 2013 (Part I, Title IV, Chapter 2) 5 Report on corporate governance and ownership structure · UniCredit Issuer profile Foreword The overall corporate governance framework of UniCredit S.p.A. has been defined in compliance with current national and European provisions, as well as the recommendations contained in the Italian Corporate Governance Code. Moreover, UniCredit is subject to the provisions contained in the Supervisory Regulations issued by Banca d’Italia and, specifically with regards to corporate governance issues, to regulations on banks’ corporate governance (Circular no. 285/2013, Part I, Title IV, Chapter 1). In compliance with the aforementioned Supervisory Regulations, as a significant bank subject to the direct prudential supervision of the ECB as well as being a listed bank, UniCredit qualifies as a bank of large size or operational complexity, and consequently complies with provisions applicable to such banks. As an issuer of shares that are also listed on the Frankfurt and Warsaw regulated markets, UniCredit also fulfils legal and regulatory obligations related to listings on said markets, as well as provisions on corporate governance stipulated under the Polish Corporate Governance Code issued by the Warsaw Stock Exchange. The Corporate Governance Code In line with practice on major international markets, the Code identifies the corporate governance standards and best practices for Italian listed companies recommended by the Corporate Governance Committee, to be applied according to the “comply or explain” principle that requires explanation in the corporate governance report of any reasons for failure to comply with one or more recommendations contained in its principles or criteria. Since 2001, UniCredit has adopted the Code, which is publicly available on the Corporate Governance Committee website (https://www.borsaitaliana.it/comitato- corporate-governance/homepage/homepage.en.htm). In particular, the Code assigns the Corporate Governance Committee the task of monitoring the level of compliance with its provisions by the company with listed shares that has adopted said Code. Any possible area of improvement for listed companies’ governance is highlighted in the annual Report on compliance with the Code and disclosed to the companies concerned. This practice is intended to encourage increasingly effective adoption of Code recommendations, and to promote an ongoing development of corporate governance at all Italian listed companies, regardless of whether companies have formally adopted the Code or not. To ensure the ongoing consistency of the Code’s recommendations against a backdrop of a changing market and investor expectations, in 2019 the Corporate Governance Committee launched a review of the Code, approved in its final version in January 2020. The adoption of this new version comes into force starting from the 2021 financial year. Information on its implementation shall be included in corporate governance reports published during 2022. UniCredit · Report on corporate governance and ownership structure 6 Taking into account that 2021 will be the first year for the application of the new edition of the Code, the Corporate Governance Committee deemed it opportune to reconsider all the recommendations provided over the last four years, by formulating certain specific indications for those areas of improvement where significant shortcomings persist. The key areas of improvement deemed to be functional to better implementing the new Code, as identified
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