Notary’sRegisterno.9668 Serialno.6571 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 fourteen at 10.30 AM In Rome at no. 180 Viale Umberto Tupini This 13 May 2014 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 19,682,999,698.27, 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 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 10.30 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, 2013, 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. 2013 operating result of the year; distribution of a dividend from Company profits reserves in the form of a scrip dividend; increase of the legal reserve by using the share premium reserve; 3. Appointment of a Substitute Statutory Auditor; 4. UniCredit taking on the cost of the remuneration due to the Common Representative of Savings Shareholders; 5. Approval of the ratio between the variable and fixed components of personnel compensation; 6. 2014 Group Compensation Policy; 7. 2014 Group Incentive System; 8. UniCredit Group Employee Share Ownership Plan 2014 (“Let’s Share for 2015” Plan); Extraordinary part 1. Capital increase for no consideration pursuant to Sec. 2442 of the Italian Civil Code to service the payment of a dividend from profit reserves, with value of Euro 570,332,795.10, in the form of a scrip dividend, to be implemented through the issue of ordinary shares and savings shares; consequent amendments to the Articles of Association; 2. Amendments to Clause 8 of the Articles of Association regarding the competence of the Shareholders’ Meeting on remuneration and incentive policies and practices; 3. Delegation to the Board of Directors, under the provisions of Sec. 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 Sec. 2349 of the Italian Civil Code, for a maximum amount of Euro 98,294,742.05 corresponding to up to 28,964,197 UniCredit ordinary shares, to be granted to the Personnel of the Holding Company and of Group banks and companies in carrying out the 2014 Group Incentive System; consequent amendments to the Articles of Association. Details of the share capital and shares with voting rights along with the information about the methods, terms and procedures for: - attending and voting at the Shareholders’ Meeting (for the record, 2 May 2014 was the record date); - attending and voting at the Shareholders' Meeting via proxy, including via the Company's designated representative (for the record, the appointed representative was Computershare S.p.A.); - adding to the agenda and the right to submit new proposals for resolution on items already on the agenda; - using the right to ask questions prior to the Shareholders' Meeting about items on the agenda (for the record, such questions had to be received by the Company by 10 May 2014); - the availability of the explanatory Reports and other documents on the agenda items; - the payment of any dividend resolved on by the Shareholders' Meeting (planned for 6 June 2014, with an ex-dividend date of 19 May 2014 and a record date of 21 May 2014); are indicated in the notice of call available at www.unicreditgroup.eu/shareholdersmeeting2014. An extract of the notice was published on 11 April 2014 in the newspapers “Il Sole 24 Ore” and “MF” as well as in the “Financial Times” (European edition) and in the "Frankfurter Allgemeine Zeitung” Upon entering the Meeting hall I acknowledged the presence at the Chairman’s table of Mr Giuseppe VITA, born in Favara (Agrigento) on 28 April 1935 and domiciled for the purposes of the office hereunder in Milan, at 3 Piazza Gae Aulenti, 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, greeted all present warmly on behalf of himself, the Board of Directors, the Board of Statutory Auditors and the Bank's entire management team prior to officially commencing the Meeting. The Chairman then 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. Mr Elman ROSANIA asked for the floor to request that I, Notary, only draft the minutes for the extraordinary part of the agenda and that the minutes for the ordinary part be drafted by another secretary. The Chairman then put Mr Elman ROSANIA's proposal to a vote by show of hands. It received support from shareholder Alfredo Filippo SONNESSA and Messrs Elman ROSANIA and Carlo SIBILIA for a total of 38.332 (thirty eight thousand three hundred and thirty three) shares. All the other shareholders voted against the proposal, meaning it was rejected by the Meeting. The Chairman then noted that, pursuant to Clause 10 of the Company's Articles of Association, the notice of call including the Meeting agenda had been published on 11 April 2014 on the Company's website as well as at Borsa Italiana S.p.A., the managers of the Italian stock market. A copy of the above agenda was made available to all attending the Meeting. He pointed out that simultaneous interpretation was provided for English and Italian to help all participate in the meeting proceedings. Consequently, it was necessary for all contributions to be made from the speaker's stand since the translation would not otherwise be available and this would prevent people who had the right from taking an informed part in the debate. The Chairman stated that the following persons were in attendance: from the Board of Directors, in addition to himself: -CandidoFois DeputyViceChairman - Vincenzo CALANDRA BUONAURA Vice Chairman - Luca CORDERO DI MONTEZEMOLO Vice Chairman -FabrizioPALENZONA ViceChairman - Federico GHIZZONI Chief Executive Officer -MohamedAliALFAHIM Director -ManfredBISCHOFF Director - Alessandro CALTAGIRONE Director -FrancescoGIACOMIN Director -HelgaJUNG Director -MariannaLICALZI Director -LuigiMARAMOTTI Director -GiovanniQUAGLIA Director - Lorenzo SASSOLI DE BIANCHI Director -AlexanderWOLFGRING Director -AnthonyWYAND Director from the Board of Statutory Auditors: -MaurizioLAURI Chairman - Giovanni Battista ALBERTI Standing Auditor -CesareBISONI StandingAuditor -EnricoLAGHI StandingAuditor - Maria Enrica SPINARDI Standing Auditor Apologies were received from the following Directors: -HenrykaBOCHNIARZ Director -LucreziaREICHLIN Director Mr Gianpaolo ALESSANDRO, the Board Secretary, was in attendance along with: -RobertoNICASTRO GeneralManager -PaoloFIORENTINO DeputyGeneralManager Moreover, pursuant to Clause 2 of the Meeting Regulations, there were also Head Office Senior Managers and other bank personnel involved in organising the Meeting. Also pursuant to Clause 2 of the same Meeting Regulations, experts, financial analysts and accredited trade journalists were allowed to access the Meeting in a separate room connected via a closed-circuit audio-visual system. Also in attendance were: - Messrs Riccardo Motta, Maurizio Ferrero and Stefano Merlo representing the accounting firm Deloitte & Touche S.p.A., to which the statutory accounting supervision of the Company’s Financial Statements was entrusted; - Mr Enrico Monicelli, representing Computershare S.p.A., with registered office in Milan at no. 19 Via Lorenzo Mascheroni, the company designated by UniCredit pursuant to Article 135- undecies of Legislative Decree no. 58/98 (the "Appointed Representative"); - Mr Nicola Borgonovo, Common Representative of Savings Shareholders. The Chairman advised that pursuant to and for the purposes stated in Clause 3, subsection 2, of the Meeting Regulations, the Meeting would be filmed and recorded. The Chairman then stated that the Company’s share capital amounted to Euro 19,682,999,698.27, made up as follows: - Euro 19,674,774,095.14 represented by 5,797,708,059 ordinary shares; - Euro 8,225,603.13 represented by 2,423,898 savings shares, whose holders were not entitled to vote or attend the Meeting. The aforesaid ordinary and savings shares had no par value. The Chairman also announced that: the compliance of proxies with the provisions of Sec. 2372 of the Italian Civil Code and Articles 135-novies and 135- undecies of the “Consolidated Law on Finance (Legislative Decree no. 58/98 or TUF)” had been verified; - there were currently 3,217,303,156 ordinary shares represented at the Meeting, corresponding to 55.492673% of the ordinary share capital and represented by 69 persons entitled to vote in person or by proxy. Of those, 44 voting rights holders were in attendance on their own behalf, and 2,317 voting rights holders were represented by proxy. It should be noted that among the holders of voting rights represented by proxy, 8 had given their proxy, pursuant to Article 135-undecies of the TUF, to the Company’s Appointed Representative.