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Shareholders' Meeting Minutes

14 September 2022

Ordinary and Extraordinary Shareholders' Meeting

Translation in English of the document originally issued in Italian. In the event of any discrepancy, the Italian language version prevails.

Notary's Register no. 35251 Serial no. 16850 MINUTES OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF "UniCredit, società per azioni" REPUBLIC OF ITALY

On the fourteenth day of September, in the year two thousand and twenty-two

at 10.02 AM

In Milan, at UniCredit Tower Hall, Via Fratelli Castiglioni no. 12

This September 14, 2022

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 Offices in Milan, at Piazza Gae Aulenti no. 3, Tower A, with share capital of €21,220,169,840.48 fully paid-up, membership number in the Milan, Monza, Brianza and Lodi Companies Register Tax Code and VAT no. 00348170101, R.E.A. MI-992.

I, Ms EZILDA MARICONDA, Notary Public resident in Milan, a registered member of the Notary District Boards of Milan, Busto Arsizio, Lodi, Monza and Varese, did on the aforesaid day at 10.00 AM go to Milan, UniCredit Tower Hall, Via Fratelli Castiglioni no. 12, to attend and draw up the minutes of the resolutions taken by the Shareholders' Meeting (the "Shareholders' Meeting") of the requesting Company as convened 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 Session

Authorisation to purchase treasury shares for the purposes of shareholder remuneration - update and integration of the resolution of 8 April 2022. Consequent and inherent resolutions.

Extraordinary Session

Cancellation of treasury shares without reduction of share capital; consequent amendment of clause 5 of the Articles of Association. Consequent and inherent resolutions.

Upon entering the room where the Shareholders' Meeting was taking place, I acknowledged the presence at the Chairman's table of Prof. PIETRO CARLO PADOAN, born in Rome on 19 January 1950 and domiciled for the purposes of the office hereunder in Milan, at Piazza Gae Aulenti No. 3, Tower A, the Chairman of the Board of Directors of the requesting Company who, in such capacity, pursuant to clause 16 of the Articles of Association, assumed the Chair of the Shareholders' Meeting and declared the meeting open. The person appearing before me, whose personal identity was known to me, Notary Public, welcomed the Shareholders with the following words: "Good morning. Thank you for being here. Today we resume meeting in person, not just remotely. In the course of 2021 we repeatedly discussed the challenging environment in which we were operating, as well as how we would leave the pandemic behind us and become stronger than before. In such challenging circumstances, banks play an even more central role as key players in managing critical situations and supporting society in bridging the gap between savings and investments. For UniCredit, the best way to do this is through direct actions, taken with a view to becoming an increasingly stronger bank. Whilst the COVID pandemic has dragged on and generated major impacts, and also considering the consequences of the Russian-Ukrainian crisis, the prospects that we face today in Europe are probably even more challenging, as they concern structural and long-term issues. Both businesses and households are already experiencing the effects of rising energy prices against a backdrop in which the cost of living is relentlessly climbing. Economies across Europe are facing challenges that governments and regulators must respond to. In Italy, political uncertainty is yet another factor as we venture into an unknown future. As a bank, we refuse to let external events distract us from pursuing our goal, which is to support the European economy and its citizens to the best of our ability. Consequently, we must focus on implementing our strategic plan, "UniCredit Unlocked", and on making our bank as solid as possible so as to support Europe through these troubling times. This is indeed what we have done so far. We are approaching the environment from a position of strength, leveraging our focus on creating a more profitable business, a robust balance sheet, a best-in-class financial position and the ability to organically generate capital. Steered by our management team we are forging ahead with "UniCredit Unlocked" and delivering on our promises to

stakeholders. This includes the measures we have taken to streamline and optimise our bank, our continued commitment to ESG priorities, and our determination to put customers at the centre of everything we do by tailoring initiatives designed to provide tangible support to those struggling to cope with the current environment. In Italy especially we are striving unremittingly to support the implementation of the National Recovery and Resilience Plan, which is a fundamental pillar underpinning the growth of this country.

The repositioning of our Italian operations under the direct leadership of the CEO and Deputy Head of Italy is another example of how we are providing the areas where we are present with what they need. This strategy is already starting to produce tangible results.

The implementation of "UniCredit Unlocked" led us to post the best half-year results of the past ten years: all of our geographies achieved record results and exceeded the targets embedded in the plan. This is what is allowing us to confirm our shareholder remuneration and the completion of the share buy-back programme, decided last April and now authorised by the Supervisory Authority, which is why we are here today.

I believe that all this proves that "UniCredit Unlocked" is working and I am confident that the plan will enable us to achieve our goal of making UniCredit the bank of the future in Europe. UniCredit's management team is working hard to achieve these goals, taking action effectively and without delay, always keeping our customers and their objectives uppermost in their mind.

In closing, I can assure you that UniCredit's senior managers and I will abide by our commitment to our stakeholders, because now - more than ever – we must be a strong and disciplined institution, serving all the European geographies in which we operate.

Thank you."

The Chairman announced that the notice of call of the Shareholders' Meeting containing the Agenda had been published and made available to the public in accordance with the terms and procedures provided for by current laws and regulations.

Pursuant to clause 16 of the Articles of Association, as well as Article 2375 of the Italian Civil Code, the Chairman instructed me, Notary Public, to draft the minutes of both the ordinary and extraordinary sessions of the meeting in the form of a public deed.

The Chairman advised that:

besides himself, the Chairman, in attendance from the Board of Directors was Mr Andrea ORCEL, Chief Executive Officer, and - from the Board of Statutory Auditors:

Mr Marco Giuseppe Maria RIGOTTI	Chairman
Ms Antonella BIENTINESI	Standing	Statutory
Auditor
Mr Claudio CACCIAMANI	Standing	Statutory
Auditor
Ms Benedetta NAVARRA	Standing	Statutory
Auditor
Mr Guido PAOLUCCI	Standing	Statutory
Auditor
Mr Gianpaolo ALESSANDRO, Secretary of the Board of Directors,
was also present.

Members of the management team from Head Office were on hand, as well as other Bank staff tasked with staging the meeting. Mr Stefano SEGLIE was in attendance representing Computershare S.p.A., the company chosen by UniCredit as the Designated Representative. Access was also granted to consultants, financial analysts and accredited journalists, accommodated in a separate room that was connected to the meeting hall via a closed-circuit audiovisual system. The Chairman then stated that the company's share capital currently amounted to €21,220,169,840.48 and was represented by 2,022,218,890 ordinary shares with voting rights. The Chairman also announced that: - the compliance of proxies with the current provisions had been verified; - 1,302,718,456 ordinary shares - corresponding to 64.420250% of the share capital - were currently present or represented at the meeting, and referred to 16 persons entitled to vote in person or by proxy: of these, 11 holders of voting rights were present in person and 2,951 holders of voting rights were represented by proxy. The Chairman pointed out that among the holders of voting rights represented by proxy, six had given their proxy to the Designated Representative, pursuant to Article 135-undecies of the Consolidated Law on Finance (Italian initials: T.U.F.). The Shareholders' Meeting was thus duly established and able to pass valid resolutions in a single call on the item on the agenda in ordinary session, in accordance with the law and the Articles of Association. The Chairman stated that: - based on the contents of the Shareholders' Register, as updated for notices received in accordance with the law and for checks carried out for the purposes of admission to voting, approximately 270,000 shareholders were registered; - according to information in the Company's possession and as per the information posted on the CONSOB website, the following shareholders directly or indirectly held more than 3% (three per cent) of the share capital represented by shares with voting rights at this Shareholders' Meeting: .. BLACKROCK GROUP - 114,907,383 shares, corresponding to

5.682% of the share capital (by way of non-discretionary asset management);

.. PARVUS ASSET MANAGEMENT EUROPE LIMITED - 110,507,621 shares, corresponding to 5.465% of the share capital (by way of nondiscretionary asset management);

.. ALLIANZ GROUP - 69,622,203 shares, corresponding to 3.443% of the share capital.

The Chairman then advised that voting would take place by means of a computerised system for recording votes using the voting terminals (or "radiovoters") that each shareholder had been The relevant instructions would later be projected on the screen by means of slides.

Proxy-holders and representatives of fiduciary companies needing to cast different votes at each ballot were asked to inform me, Notary, of this requirement and cast their votes at the specific "assisted voting stations" set up for this purpose. The Chairman specified that the electronic system used to record the number of persons in attendance and votes cast produced the following documents that would be attached to the Meeting minutes, in particular

lists of shareholders present and by proxy;

given.

separate lists for the different types of votes cast.

He pointed out that simultaneous interpretation was provided in both Italian and English to facilitate those attending to participate in the meeting. Therefore, all contributions would need to be made exclusively from the lectern set up for this purpose, otherwise translation would not be possible and those entitled to speak would not be able to take an informed part in the debate.

Moreover, pursuant to and for the purposes of clause 3, para. 2 of the Meeting Regulations, the proceedings of the Shareholders' Meeting would be videotaped.

He reminded those attending that no devices of any kind could be used in the room for recording, photographing or broadcasting the meeting, and that appropriate action would be taken in the event of transgressions.

Lastly, the Chairman recalled that anyone wishing to take the floor during discussions of the topics on the agenda hand must fill in request forms at the desk set up for this purpose in the room; request forms would be provided by the hostesses.

He also stated that shareholder Tommaso MARINO had exercised his right to submit questions about matters on the Meeting agenda, pursuant to Article 127-ter of the T.U.F..

The Chairman announced that those attending had been provided with a folder containing the Company's answers to the aforesaid questions. This folder would be annexed to these minutes under letter "B".

The Chairman then opened Meeting for discussion of the sole item on the Meeting agenda in ordinary session:

"Authorisation to purchase treasury shares for the purposes of shareholder remuneration - update and integration of the resolution of 8 April 2022. Consequent and inherent resolutions".

The Chairman reminded the Meeting that this Shareholders' Meeting had been convened in ordinary session to approve the proposal to update and integrate the authorisation, already granted by the Shareholders' Meeting on 8 April 2022 (the "2021 Buy-Back Programme"), to purchase shares of UniCredit S.p.A. (hereinafter "UniCredit" or the "Company") corresponding to a total outlay of up to €2,579,954,000 for up to 215,000,000 shares.

He went on to announce that the European Central Bank had issued the relevant authorisation on 30 August 2022.

The Chairman then invited the Chief Executive Officer to illustrate the matter under discussion with the aid of slides, without undertaking a full reading of the Directors' Report on the matter, given that it had been made available to all those attending, as well as having been publicly disclosed pursuant to statutory terms and conditions and no objections had been raised.

The CEO, Andrea ORCEL, took the floor and reminded those attending that, as stated in the press release issued on 31 August 2022, the ECB had approved the second tranche of the 2021 share buy-back programme for a maximum of €1 billion. Shareholder approval was therefore required to increase the total number of shares to be purchased up to 200 million shares in order to complete the remaining part of the 2021 share buyback programme, namely €1 billion: this amount, equal to the number of shares for which the Shareholders' Meeting of 8 April 2022 had authorised the purchase, no longer sufficed, due to the effects of the macroeconomic and geopolitical environment on UniCredit's share price.

The CEO went on to say that subject to the approval of the Shareholders' Meeting, the execution of the second tranche would bring the total pay-out in 2021 - i.e. dividend plus share buy-back - to €3.75 bn, maintaining the Bank's commitment to remunerate shareholders' investment; he again emphasised the resilience of the Bank's operating model based on high organic capital generation, allowing for sustainable and attractive dividends while maintaining suitable and sound capital ratios. He then recalled that this year the Bank's strong commercial momentum and drive to execute the "UniCredit Unlocked" strategy had enabled it to achieve the best first-half results in at least a decade, with profitable growth across all divisions; the Bank had also completed the first tranche of the 2021 share buy-backs to the tune of €1.6 bn, set aside €0.9 bn in dividends on first-half 2022 results, and increased its CET1 ratio to 15.7% in Q2 2022, a level ranked among the best in the industry. The Bank's financial and strategic foundations were thus rocksolid.

The successful completion of the 2021 shareholder distribution programmes were yet another step towards implementing the "UniCredit Unlocked" strategy and fulfilling the Bank's financial ambitions, generating strong returns and creating value for shareholders.

The CEO then pointed out that as part of the initiatives embedded in "UniCredit Unlocked", the UniCredit shareholders' Meeting held on 8 April 2022 had authorised the Board of Directors to purchase up to and no more than 215 million UniCredit treasury shares equal to a total outlay of up to €2,579,954,000.

On 14 July 2022 the first tranche of the share buy-back had ended with the purchase of 162,185,721 shares for a total consideration of €1,579,999,994.85 and the shares thus purchased had been cancelled on 19 July 2022.

Another 52,814,279 shares remained to be purchased under the authorisation granted by the Shareholders' Meeting on 8 April 2022, for an outlay, at the current market price, of approx. €460 million, which was not sufficient to complete the share buy-back at current prices; it was therefore necessary to update and integrate the authorisation granted on 8 April by increasing the maximum number of UniCredit shares that could be purchased from the remaining 52.8 million up to a maximum of 200 million shares.

The second tranche of the share buy-back had been approved by the European Central Bank on 30 August 2022.

Therefore, the proposal was to update and integrate the authorisation granted by the Shareholders' Meeting of 8 April 2022 to the Board of Directors to purchase, pursuant to Article 2357 of the Italian Civil Code, up to and no more than 200,000,000 UniCredit shares in one or more transactions for a total outlay of up to €999,954,005.15, corresponding to approx. 10% of the existing shares.

In this regard, the CEO stated that:

the authorisation would expire either 18 months from the Shareholders' Meeting on 8 April 2022 or at the Shareholders' Meeting called to approve the 2022 financial statements, whichever came first;
with reference to the minimum and maximum purchase prices, the price could not be more than 10% above or below the Official Price on Milan's Euronext Stock Exchange;
as to the resources to be used for the share buy-back, the purchases would be made within the limits of distributable profits and available reserves reported in the latest approved financial statements;
the cancellation of any treasury shares acquired as part of the buy-back would not entail a reduction in share capital as UniCredit shares had no nominal value. The cancellation would take place by reducing the number of existing shares, resulting in an increase in their implied book value. Clause 5 of the Articles of Association would be amended accordingly;
for the purposes of completing the second tranche of the share buy-back, an intermediary would assist UniCredit in the execution of the share buy-back programme.

At the end of the Chief Executive Officer's presentation, the Chairman opened the Meeting for discussion of this item on the agenda in ordinary session, inviting all those present who wished to speak to state their name before doing so and to focus their remarks and questions on the aforesaid matter; he urged shareholders to keep their contributions as succinct as possible: given the topic at hand, it was felt that each shareholder should have no more than five minutes to speak. He hoped that shareholders would cooperate so as not to have to interrupt them, and to ensure that the Shareholders' Meeting ran smoothly.

Having opened the discussion, the Chairman gave the floor to the first shareholder wishing to speak, Mr Antonio BAXA, who said he opposed the transaction submitted for approval at the Meeting.

More specifically, he stated that he agreed to the purchase of own shares, but only if these shares were kept in the portfolio for potential transactions and were not cancelled because that would mean destroying wealth.

Replying to Shareholder Antonio Baxa, the Bank's CFO, Stefano PORRO, took the floor and pointed out that the share buy-back programme had been put together and approved for the sole purpose of cancelling the shares purchased, thus reducing their number on the market. Stefano PORRO went on to state that compared to the 1.6 billion shares that had been purchased (equivalent to just over 7% of the share capital) and at current stock market prices, the additional €1 billion (equivalent to just over 4% of the share capital) meant that, after the two tranches had been executed, the total number of UniCredit shares on the market would drop by between 11% and 12%.

Consequently, at equal profit generated and dividends paid out, shareholders would be entitled to receive between 11% and 12% more profit and higher dividends: this was also expected to have a favourable effect on the share price, which investors appreciated.

Shareholder Tommaso MARINO took the floor and stated that he was not enough of an expert to make an informed assessment of the proposed transaction, and thus relied on the Board's recommendations.

He recalled that he had filed a number of questions prior to the Meeting and, as a matter of transparency, asked for the questions and answers to be attached to the minutes of the meeting.

He complained that in the last two years, although questions filed prior to Shareholders' Meetings had been answered, they had not been attached to the Notary's minutes; the shareholder claimed that this was not in line with other listed companies, and said he had addressed this issue to the Board of Statutory Auditors, pursuant to Article 2408 of the Italian Civil Code. Merely publishing them on the website, stated the Shareholder, was not sufficient to ensure the full transparency that was always desirable.

He complained that some of his questions were deemed "irrelevant" and considered this response unacceptable because, even allowing for their irrelevance, it would hardly have been difficult for the Bank to answer them anyway.

Concerning the failure to attach pre-Meeting questions to the minutes of Shareholders' meetings over the past two years, I, Notary, took the floor in my capacity as Notary Public to explain the rationale that, by common consent, led me not to attach them to my minutes.

The reason lay in the unique circumstance under which the last two Shareholders' Meetings had been held: the issues caused by the pandemic ruled out the attendance of shareholders in person, therefore, since no discussion of their questions was possible, annexing them was pointless. Obviously, by publishing all questions and answers on the website, the names of the shareholders were publicly available.

Lastly, I pointed out that the fact that annexes were included in the minutes of other shareholders' meetings could not be used as a benchmark, because things get done if they make sense and not because others do them. Since UniCredit had now returned to holding Shareholders' meetings in person, all questions and answers would be annexed to the minutes of this meeting.

Shareholder Tommaso MARINO took the floor again and reiterated that greater exposure than the mere publication of questions and answers on the website would nonetheless have been useful in the interests of full transparency.

At the end of the discussion, the Chairman moved on to the voting on the agenda item in ordinary session: "Authorisation to purchase treasury shares for the purposes of shareholder remuneration - update and integration of the resolution of 8 April 2022. Consequent and inherent resolutions".

He called on any shareholders who might have moved away from their seats momentarily to return and to remain there throughout the voting.

Assuming the Shareholders had read and agreed with the arguments presented in the Directors' Report that had been published and made available, the Chairman invited the Shareholders' Meeting to adopt the following resolution, which he asked me, Notary Public, to read out in its entirety, recalling, also for the purposes of the resolution itself, that the European Central Bank had issued the relevant authorisation on 30 August 2022; I, Notary Public, therefore, read out the proposed resolution: "The Ordinary Shareholders' Meeting of UniCredit S.p.A., having taken note of the proposal of the Board of Directors, having examined the explanatory report of the Board of Directors drafted pursuant to Article 125-ter of Legislative Decree 58 of 24 February 1998 (the "Consolidated Law on Finance", or T.U.F.) and Article 73 of the CONSOB regulation adopted by resolution no. 11971 of 14 May 1999 (the "Issuers' Regulation") and in compliance with and following the structure of Annex 3A, Schedule no. 4, of the Issuers' Regulation and the proposal contained therein

1. to update and integrate the authorisation granted by the Shareholders' Meeting on 8 April 2022, authorising the Board of Directors, pursuant to Articles 2357 and foll. of the Italian Civil Code and Article 132 of the Italian Consolidated Law on Finance, to carry out the purchase, in one or more transactions, of shares in the Company, subject to obtaining the authorisation of the European Central Bank, for the purposes set forth in the aforesaid explanatory report of the Board of Directors; the authorisation, as updated and integrated by virtue of this resolution, is granted for a maximum number of UniCredit shares equal to the total residual disbursement of a maximum of €999,954.005.15, as updated following the completion of the First Tranche of the 2021 Share Buy-Back Programme, and, in any case, no more than 200,000,000 UniCredit shares (equal to 9.9% of UniCredit's share capital), an amount that includes the remaining 52,814.279 shares as authorised by the Shareholders' Meeting held on 8 April 2022 and does not include the shares already purchased and cancelled as part of the First Tranche of the 2021 Share Buy-Back Programme, until the earliest of either: (a) the date falling 18 (eighteen) months from the date of the resolution of the Shareholders' Meeting held on 8 April 2022; or (b) the date of the Shareholders' Meeting that will be called to approve the financial statements for the year ending 31 December 2022;

2. to authorise the Board of Directors to proceed with the purchase of UniCredit shares pursuant to the resolution mentioned in point 1) above, in accordance with the procedures set forth below:

(i) share purchases must be made at a price to be identified on a case-by-case basis, in compliance with any applicable regulatory requirements, including those of the European Union, in force from time to time, the understanding that the purchase price may not diverge upwards or downwards by more than 10% from the official price registered by UniCredit's share in the trading session of Euronext Milan, organised and managed by Borsa Italiana S.p.A., on the day prior to the execution of each individual purchase transaction;

(ii) the purchase transactions shall be carried out in compliance with the provisions of Article 132 of the Consolidated Law on Finance, Article 144-bis, paragraph 1, letter b) of the Issuers' Regulation, as well as in compliance with any other laws, including regulations (also European Union regulations and other provisions), in force and applicable from time to time;

3. to confirm, for the execution of the purchase plan referred to in point 1 above and in compliance with the authorisation to be issued by the European Central Bank, the allocation of up to a maximum of €999,954,005.15 (as the residual amount following the completion of the First Tranche of the 2021 Buy-Back Programme) to a specific reserve named "Unavailable Reserve for Purchase of Treasury Shares" by withdrawal from the "Share Premium Reserve";

4. to grant the Board of Directors, and on its behalf the Chief Executive Officer, with the power to sub-delegate to the Company's Executive Personnel, all appropriate powers, so that, in compliance with the conditions set forth in the aforesaid report, it may implement the treasury share purchase transaction and any necessary accounting entries or provisions consequent to the resolutions referred to in points 1), 2) and 3) above, as well as any subsequent purchases made in execution of this authorisation, in any case in full compliance with the regulations in force and the limits set forth in this authorisation as resolved upon above, as well as all necessary powers, none excluded or excepted, to carry out any other formalities in order to obtain the necessary authorisations for the above resolutions and, in general, any other authorisations required to ensure the complete execution of the resolutions, including the power to make amendments or additions to the resolutions (without substantially modifying the content of the resolutions) deemed necessary and/or advisable for filing with the Companies' Register or for implementing laws and regulations, or that may be required by the competent Supervisory Authorities."

The Chairman then asked those in attendance to declare any exclusions from the right to vote, or restrictions thereon, pursuant to current provisions.

Having checked that none of those present had stated that they were prevented from exercising their right to vote, the Chairman invited all voters to vote by means of the "voting terminal" (radiovoter) and to confirm their choice by pressing the "OK" button. The vote cast would then appear on the display of the "radiovoter" and could be checked for accuracy.

The Chairman announced that there were currently 18 persons entitled to vote in the meeting, representing 1,302,724,556 shares, equal to 64.420551% of the share capital, of which 56,479 in person and 1,302,668,077 by proxy.

A total of 1,302,724,556 shares were admitted to the vote, corresponding to 100% of the shares represented at the meeting. After a short pause, the Chairman declared the voting closed, as all those with voting rights had cast their vote.

He invited anyone wishing to learn the details of the voting (which in any case would be annexed to these minutes) to make their way to the workstation set up specifically for this purpose by Computershare.

The Chairman announced the result of the vote as follows:

1,294,075,400 votes in favour, corresponding to 99.336072% of the share capital present and entitled to vote and 63.992845% of the share capital;
4,326,809 votes against, corresponding to 0.332135% of the share capital present and entitled to vote and 0.213963% of the ordinary share capital;
4,318,964 abstentions, corresponding to 0.331533% of the ordinary share capital present and entitled to vote and 0.213575% of the ordinary share capital;
3,383 not voting, corresponding to 0.000260% of the share capital present and entitled to vote and 0.000167% of the ordinary share capital;

The total of votes accounted for 1,302,724,556 shares.

The Chairman therefore announced that the proposal to purchase treasury shares for the purposes of shareholder remuneration updating and integrating the resolution of 8 April 2022 - had been approved.

No share for which the Designated Representative held a proxy was excluded from voting pursuant to Article 135-undecies, paragraph 3 of the T.U.F..

The details of the votes cast, highlighting the shareholders who had voted against the motion, abstained or did not vote, and the relevant number of shares owned, were available and would be annexed to the Meeting minutes.

The Chairman declared the ordinary session of the Agenda closed and moved on to discussing the matter on the Agenda for the Shareholders' Meeting in extraordinary session:

"Cancellation of treasury shares with no reduction of share capital; consequent amendment of clause 5 of the Articles of Association. Consequent and inherent resolutions".

The Chairman announced that 18 shareholders entitled to vote were present in person in the meeting room or were represented by proxy, holding 1,302,724,556 shares, corresponding to 64.420551% of the ordinary share capital: of these, 13 holders of voting rights were present in person and 2,951 holders of voting rights were represented by proxy.

The Chairman pointed out that of the holders of voting rights represented by proxy, six had given their proxy to the Designated Representative, pursuant to Art. 135-undecies of the T.U.F..

Therefore, the Shareholders' Meeting was duly established and able to pass valid resolutions in a single call on the agenda in extraordinary session, in accordance with the law and the Articles of Association.

The Chairman then illustrated the main highlights of the proposal, without undertaking a full reading of the Directors' Report on the matter, given that it had been made available to all those attending, as well as having been publicly disclosed pursuant to statutory terms and conditions and no objections had been raised.

The Chairman specified that the Company would notify the market of transactions involving the cancellation of treasury shares in accordance with the applicable laws and regulations in force from time to time, and would update the Articles of Association and communicate to the market the new composition of the net equity.

The purchase transactions would be carried out within the framework of and in accordance with the authorisations issued by the ECB; importantly, the European Central Bank had issued the relevant authorisation on 13 September 2022.

The Chairman then opened the Meeting for discussion of the above item on the agenda in extraordinary session, reminding the Shareholders attending that they were called upon to resolve on the amendment to the Articles of Association required for the cancellation of the treasury shares purchased following the resolution passed by the Shareholders' Meeting a short while ago; he invited all those wishing to speak to state their name and focus their remarks and questions on the above item on the Agenda of the extraordinary session, and to keep their contributions as succinct as possible. Given the topic at hand, it was felt that each shareholder should have no more than five minutes to speak. He hoped that shareholders would cooperate so as not to have to interrupt them, and to ensure that the Shareholders' Meeting ran smoothly.

Having opened the discussion, the Chairman gave the floor to Shareholder Antonio BAXA, who asked if the CEO agreed with his suggestion to refrain from cancelling the purchased shares, or remained of the same opinion.

The CEO confirmed that he had not changed his mind.

Shareholder BAXA then reiterated his opposition to the resolution that had just been passed, which he claimed was tantamount to pouring two thousand billion old lire down the drain, and recalled how much investing in the Bank's shares had cost him over the years.

Shareholder Tommaso MARINO took the floor and, harking back to one of his pre-meeting questions, asked what the expression "devoid of nominal value" meant, i.e. whether it meant that the shares had no nominal value or that it was unexpressed. Moving on to the current transaction, he asked what the value of the shares had been before the cancellation and what it would be after it.

The CFO, Stefano PORRO, replied to Shareholder Tommaso MARINO, stating that the value was not explicit but implicit and corresponded to the share capital divided by the number of existing shares.

The value was just over ten euros at this point in time, and going forward, all that needed doing was to divide the share capital by the number of existing shares.

There being no further requests to speak, the Chairman moved on to the voting on the item on the Agenda of the extraordinary session concerning the "Cancellation of treasury shares without reduction of share capital; consequent amendment of clause 5 of the Articles of Association. Consequent and inherent resolutions'.

He called on any shareholders who might have moved away from

their seats momentarily to return and to remain there throughout the voting.

I, the Notary Public, thus read out the proposed resolution: "The Extraordinary Shareholders' Meeting of UniCredit S.p.A., having examined the Explanatory Report of the Board of Directors drafted pursuant to Article 125-ter of Legislative Decree No. 58 of 24 February 1998 and Article 72 of the CONSOB regulation adopted by resolution No. 11971 of 14 May 1999 and in accordance with and following the proposal contained therein

resolves

1. to cancel the UniCredit shares that may be purchased in accordance with the authorisation granted by the Shareholders' Meeting in ordinary session of 8 April 2022, as updated and integrated on the basis of this day's resolution, up to a maximum of UniCredit shares not exceeding 200,000.000 shares of the Company, and to this end grant the Board of Directors and, on its behalf, the Chairman of the Board of Directors and the Chief Executive Officer, also severally, with the power to sub-delegate to the Company's Management Personnel, authority to (i) determine the actual number of treasury shares to be cancelled in accordance with the purposes set forth in the aforesaid explanatory report of the Board of Directors and to (ii) carryout the relevant cancellation in one or more operations, in any case no later than the earliest between (a) the ex-dividend date, if any, relating to the financial year ending on 31 December 2022 and (b) 31 July 2023, and to take whatever action may be necessary or advisable to this end;

2. to carry out the aforesaid cancellation without recording any profit or loss in the income statement and without any impact on the Company's net equity, without prejudice to the amount of the share capital, with the consequent automatic increase in the "accounting par value" of the shares issued by the Company;

3. as a result of the resolutions adopted under points 1 and 2 above, to amend paragraph 5 of clause 5 of the Articles of Association with the following text:

"The Extraordinary Shareholders' Meeting held on 14 September 2022 approved the cancellation of maximum 200,000.000 UniCredit treasury shares, granting the Board of Directors and, on its behalf, the Chairman and the Chief Executive Officer, jointly and severally, including the power to sub-delegate, authority to carry out the said cancellation, in one or more transactions, by the earliest between (a) the ex-dividend date, if any, for the financial year ending 31 December 2022 and (b) 31 July 2023, to amend accordingly the number of shares indicated in paragraph 1 of this clause, thereby reducing it by the number of shares actually cancelled, and, once the cancellation transactions have been completed, to repeal this paragraph.";

4. to authorise the Board of Directors and, on its behalf, the Chairman of the Board of Directors and the Chief Executive Officer, jointly and severally, and with the power to subdelegate to the Company's Executive Personnel, once the cancellations under points 1 and 2 above have been completed, to repeal the aforesaid paragraph 5 of clause 5 of the Articles of Association;

5. to approve, as of now, following the cancellation of treasury shares as set forth in points 1 and 2 above, amending Article 5, paragraph 1 of the Articles of Association in the part relating to the number of shares into which the share capital of UniCredit S.p.A. is divided, indicating in the same paragraph the number of shares that will actually exist as a result of the execution of said cancellation and, to this end, to grant the Board of Directors and, on its behalf, the Chairman and the Chief Executive Officer, jointly and severally, and with the right to sub-delegate to the Company's Management Personnel, authority to amend the aforesaid provision of the Articles of Association by updating the number of said shares and to perform any necessary or appropriate action in this regard;

6. to grant the Board of Directors and, on its behalf, the Chairman of the Board of Directors and the Chief Executive Officer, jointly and severally and with the right to subdelegate to the Company's Executive Personnel, all the appropriate powers to (i) implement the above resolutions in accordance with the law; (ii) accept or introduce into the same any amendments or additions (without altering the substance of the resolutions adopted) that may be required for filing with the Company's Register or by the Authorities or necessary and/or advisable for the implementation of laws and regulations; (iii) file and register, in accordance with the law, with an explicit and advance declaration of approval and ratification, the resolutions adopted and the text of the Articles of Association updated as per the above".

The Chairman then asked those in attendance to declare any exclusions from the right to vote, or restrictions thereon, pursuant to current provisions.

The Chairman announced that there were currently 18 shareholders entitled to vote in the meeting, representing 1,302,724,556 shares, corresponding to 64.420551% of the share capital, of which 56,479 in person and 1,302,668,077 by proxy. A total of 1,302,724,556 shares were admitted to the vote, representing 100% of the shares represented at the meeting.

After a short pause, the Chairman declared the vote closed, as all those with voting rights had cast their vote.

The Chairman announced the result of the vote as follows:

1,299,384,329 votes in favour, corresponding to 99.743597% of the share capital present and entitled to vote and 64.255375% of the share capital;
3,330,359 votes against, corresponding to 0.255646% of the share capital present and entitled to vote and 0.164688% of the share capital;
3,066 abstentions, corresponding to 0.000235% of the share capital present and entitled to vote and 0.000152% of the share capital;
6,802 non-voting, corresponding to 0.000522% of the share capital present and entitled to vote and 0.000336% of the share capital.

The total of votes accounted for 1,302,724,556 shares.

The Chairman therefore announced that the proposal regarding the cancellation of treasury shares without reduction of share capital and the consequent amendment of clause 5 of the Articles of Association had been approved.

No share for which the Designated Representative held a proxy was excluded from voting pursuant to Article 135-undecies, paragraph 3 of the T.U.F..

There being nothing further to discuss and no further requests for the floor, the Chairman thanked all those attending and declared the meeting to be adjourned at 5.10 PM.

The following documents are attached to these minutes:

1. Lists of shareholders attending the Shareholders' Meeting or represented by proxy, attached as "A/1" Ordinary Session and "A/2" Extraordinary Session;

2. A document with the pre-Shareholders' Meeting questions (Article 127-ter of Legislative Decree no. 58/98), attached as "B";

3. A booklet containing the Directors' explanatory notes and proposals regarding the items on the Meeting agenda, attached as "C"; 4. The new wording of the Company's Articles of Association containing the approved amendment, attached as "D"; 5. The results of the voting on all agenda items, attached as "E"; 6. The assessments issued by the competent Supervisory Authority also pursuant to Article 56 of the Consolidated Law on Banking, drafted in English and translated into Italian by me, Notary, attached as "F". The person appearing before me dispensed me from reading out all of the annexes, having stated full knowledge of them. I read this deed to the person appearing before me who, on my request, declared it to be consistent with his intentions, and together with me, Notary Public, signed it. Drafted by a person trusted by me on forty-seven sheets of paper for a total of one hundred and eight-five pages and up to this point on the one hundred and eighty-sixth page, by typewriter, plus a small part written by hand.

Courtesy translation

TOMMASO MARINO

Question 1: If there were questions not strictly pertaining to items on the agenda, do you know that Consob would not sanction you? Is it so difficult to give shareholders answers several months and sometimes a year after the last shareholders' meeting? In your opinion, does this attitude suggest your appreciation or dislike for shareholders who ask questions that are not consistent with your requests?