Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Unicredit Board/Management Information 2022

Mar 17, 2022

4272_rns_2022-03-17_3b1ee2a8-3c1a-4de0-ab1d-ee5e48aa46f3.pdf

Board/Management Information

Open in viewer

Opens in your device viewer

Unlock your potential

5. Appointment of the Board of Statutory Auditors and of the substitute Statutory Auditors

List no. 1

8 April 2022 Ordinary part Shareholders' Meeting

List 1

The list is filed by:

Allianz Finance II Luxemburg S.à.r.l.

The share capital percentage of the above shareholders, for the purpose of filing the list, amounts to around 3.2% corresponding to no. 69,290,131 shares of UniCredit S.p.A.

NOTE FOR FILING

Allianz SE Königinstr. 28 D-80802 Munich

Munich, 11 March 2022

To UniCredit S.p.A. Piazza Gae Aulenti, 3 (Tower A) 20154 MILANO

Via certified e-mail: [email protected]

To the attention of the Group Corporate Affairs

FILING OF THE LIST OF CANDIDATES TO THE POST OF STATUTORY AUDITORS OF UNICREDIT S.P.A.

With reference to the UniCredit Shareholders' Meeting convened on 8th April 2022, in a single call, to decide, inter alia, on the following item on the Agenda:

5. Appointment of the Board of Statutory Auditors and of the substitute Statutory Auditors

the undersigned Allianz SE, in the name and on behalf of the shareholder Allianz Finance II Luxembourg S.a.r.l., with registered office in 2A, rue Albert Borschette, L-1246 Luxembourg., registered with Registre de Commerce et des Societes of the Granduchy of Luxembourg under no. B128975, holder of no. 69.290.131 ordinary shares equivalent to an ownership equal to 3.182%, pursuant to Clause 30 of the UniCredit S.p.A: Articles of Association files the following list divided into two directories, indicating respectively three candidates for the post of permanent Statutory Auditor and two candidates for the post of substitute Statutory Auditor, listed on the basis of a progressive numbering:

CANDIDATES TO THE POST OF PERMANENT STATUTORY AUDITOR OF UNICREDIT S.P.A.
Progressive number Last name and Name
Cacciamani Claudio
Navarra Benedetta
Paolucci Guido
I CANDIDATES TO THE POST OF SUBSTITUTE STATUTORY AUDITOR OF UNICREDIT S.P.A.
Progressive number Last name and Name
Pagani Raffaella
Manes Paola

In compliance with the UniCredit Articles of Association and the current provisions, we send, together with the list, the following documentation:

1, copy of the communication proving ownership of the shareholding required to file the list: 2. declarations in which the individual candidates irrevocably accept the appointment and certify, under their own responsibility, the non-existence of causes of ineligibility, forteiture or incompatibility, as well as the possession of the requirements prescribed by the laws and regulations in force, in particular those of experience and independence, accompanied by

  • curriculum vitae of each candidate containing personal and professional characteristics;
  • list of management and control offices currently held in other companies.

Please note that this list takes into account the indications drafted by this Company in the document "Qualitative and quantitative composition of UniCredit S.p.A. Board of Statutory Auditors"; to such end please find attached the statements with which the candidates certify the knowledge and experience in the competence areas highlighted in the same document.

Pursuant to current legislation and, in particular, to Consob Communication no. DEM/9017893 of 26 February 2009, we certify the absence of any relationship of connection, even indirectly, or any significant relationship that could determine the existence of the aforementioned relationships of connection, with shareholders who individually or jointly hold a controlling interest or a relative majority in UniCredit S.p.A..

Furthermore, with reference to the next item on the agenda of the aforesaid Shareholders' Meeting:

6. Determination of the remuneration due to the Board of Statutory Auditors

we submit the following proposal concerning the annual remuneration due to the Board of Statutory Auditors' members:

Euro 190,000 for the Chair of the Board of Statutory Auditors

Euro 125,000 for each permanent Statutory Auditor.

as well as an attendance fee of Euro 400 for each Board of Statutory Auditors meeting and of Euro 400 as attendance fee for taking part in any meeting of the other corporate bodies.

Such proposal takes into account that the Board of Statutory Auditors carries out also the functions of the Supervisory Body pursuant to the Legislative Decree no. 231/2001.

Best regards.

Annexes

Rolf Klussmann Signed by: EMail: 14 Rolf [email protected]
Signing time: 14-03-2022 14:42:06 IP address: 194.127.24.77

Unterschrieben von: Dirk Diederich

E-Mail: Signaturzeitpunkt: IP-Adresse:

[email protected] 14-03-2022 16:31:06 165.225.26.104

DOCUMENTATION CONCERNING CANDIDATES

STATEMENT OF CANDIDACY AND DECLARATION ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE OR INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS

The undersigned CLAUDIO CACCIAMANI, born in Ancona (AN) on 12 January 1967, tax code CCCCLD67A12A271K, resident in Milan (MI), Italian nationality, in relation to the appointment of the Board of Statutory Auditors of UniCredit S.p.A. ("UniCredit") on the agenda of the Ordinary Shareholders' Meeting convened for April 8th, 2022, under his own responsibility,

DECLARES TO

submit his candidacy as $\boxtimes$ permanent Statutory Auditor of the Board of Statutory Auditors of UniCredit and, if appointed, to irrevocably accept his appointment as Statutory Auditor.

In view of the provisions, among others, of art, 26 of the Legislative Decree no, 385 of 1 September 1993 ("TUB"), of art. 148 of the Legislative Decree no. 58 of 24 February 1998 ("TUF"), of the Decree issued by the Ministry of Economics and Finance no. 169 of 23 November 2020 ("Decree"). of the Decree issued by the Ministry of Justice no. 162 of 30 March 2000, of the Supervisory Requlations on banks' corporate governance (Bank of Italy Circular no. 285/2013, First Part, Title IV, Chapter 1, Section III, Paragraph 3.2) and clause 30 of UniCredit S.p.A. Articles of Association and of art. 2, recommendations 7 and 9, of the Italian Corporate Governance Code

STATES THAT

there are no reasons for his ineligibility, forfeiture or incompatibility, and that the undersigned meets the requirements provided for by the current provisions and by the Articles of Association of UniCredit for the appointment as $\boxtimes$ permanent Statutory Auditor of the Board of Statutory Auditors of UniCredit; with specific reference to the experience and independence requirements

DECLARES

EXPERIENCE REQUIREMENTS $L =$

1) $\boxtimes$ to be enrolled with the Legal Auditors Register AND to have practiced the legal auditing of accounts for a period no less than $\boxtimes$ five years

[enrollment no. with the Legal Auditors Register no. 62760; timeframe: from April 1995]

or

  • 2) $\Box$ to have practiced for at least $\Box$ three years $\Box$ five years one or more of the following activities, even alternatively:
  • a) $\Box$ the legal auditing of accounts; [enrollment no. with the Legal Auditors Register: ___________; timeframe: from ____________ (month/year) to __________________ (month/year)]
  • b) $\Box$ administration or control activities or executive tasks in the credit, financial, securities or insurance sector;

[please indicate the activities and the relevant timeframe]

c) $\Box$ administration or control activities or executive tasks at listed companies or companies whose size and complexity are greater than, or comparable to, that of UniCredit (in terms of turnover, nature and complexity of the organisation or activity carried out);

[please indicate the activities and the relevant timeframe]

d) $\Box$ professional activities as a business accountant or lawyer, undertaken primarily in the credit, financial, securities or insurance sector:

[please indicate the professional firm and the relevant timeframe]

e) $\Box$ teaching, as university professor of first or second level, subjects concerning - in the field of law - banking, commercial, and/or tax law, as well as the running of financial markets and $-$ in the field of business/finance $-$ banking operations, business economics, accountancy, the running of the securities markets, the running of the financial and international markets and corporate finance, or other subjects which are functional to the credit, financial, securities or insurance sector:

[please indicate the taught subject, the relevant University and timeframe]

f) $\Box$ performing managerial, executive or top management duties, however called, within public organisations or offices of the Public Administration, relating to the credit, financial, securities or insurance sector, or to the investment services sector or to the collective investment-management sector as defined in TUF, whose size and complexity are comparable with that of UniCredit:

[please indicate the function carried out, the relevant entity and timeframe]

II. INDEPENDENCE REQUIREMENTS

  • 3) $\boxtimes$ to possess the independence requirements set forth under art. 148, para. 3, of TUF;
  • 4) $\boxtimes$ to possess the independence requirements set forth under art. 14 of the Decree;
  • 5) $\boxtimes$ to possess the independence requirements set forth under art. 2, recommendations 7 and 9, of the Italian Corporate Governance Code.

The undersigned, also:

  • UNDERTAKES TO, in case of appointment, and, for the substitute Statutory Auditors, in case of subsequent appointment as permanent member of the Board of Statutory Auditors:
  • to devote sufficient time for the effective discharge of the office, also considering the guidance on the activity carried out by the Statutory Auditors of UniCredit during 2021

described in the "Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." published on the website of UniCredit;

  • to not undertake management or control offices in other companies exceeding the limits set forth by the applicable provisions;
  • UNDERTAKES to timely notify to UniCredit each amendment to the declarations above and to provide, upon request of UniCredit, the appropriate documentation to confirm the truthfulness of the data declared;
  • AUTHORIZES, having read the information notice pursuant to articles 13 and 14 of the General Data Protection Regulation - Reg. (EU) 2016/679 - attached below, the disclosure of the data above and of the information on the personal and professional characteristics set forth in the curriculum vitae, in the so-called "profile form" and in the list of management and control offices currently held in other companies.

Milan, 12th March 2022 Claudio Cacciamani

Annexes:

    1. Curriculum vitae (indicating the personal and professional qualities of the candidate)
    1. List of management and control offices currently held in other companies
    1. Competence Requirements "Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." (so-called "profile form")
    1. Information notice on the processing of the personal data by UniCredit

ANNEX 1 - CURRICULUM VITAE

Biographic notes

  • Born in Ancona on 12 January 1967.
  • Resident in Milan (Postal code 20122)
  • · Office in Milan (Postal code 20122), Piazza Arnoldo Mondadori 1, phone +39.02.3116.9760 fax +39.0521.03.23.97

E-MARKET
SDIR

  • Office in Rome (Postal code 00135), Via Claudio Monteverdi 16, phone +39.06.9835.5295 fax +39.06.9838.0669.
  • · E-mail: [email protected]
  • Lower diploma of piano study programme achieved in 1984 Music Conservatory "Gioacchino Rossini" in Pesaro.
  • Scientific High School Diploma achieved in year 1984-1985 final mark 60/60.
  • University degree in Corporate economics on 4 July 1989 with final mark 110/110 cum laude. Final dissertation: "Management of Bank Insolvency".
  • Orientation: "Oualified Chartered Account".
  • University degree in law achieved on 10 February 2017 with mark 108/110. Final dissertation: Investment Company with Fixed Assets (SICAF) in Real Estate. Between Civil Law and Regulation".

Academic curriculum

Currently:

  • Full professor of Economics of Financial Intermediaries at Economics Department University of Parma and currently lecturing on:
  • "Corporate banking and investment finance";
  • "Investment banking and real estate finance";
  • "Economics and management of insurance companies";
  • "Risk management".

Previous positions:

• Researcher at Luigi Bocconi University - Milan and professor at Economics Faculty of the Eastern Piedmont University, Novara.

  • Associate Professor of Economics of Financial Intermediaries at the Economics Faculty -University of Parma.
  • Professor at CINEAS interuniversity consortium courses Polytechnic of Milan.
  • Professor at Master in "Insurances and risk management" MIB University of Trieste.
  • Professor at European Master "€FA-Financial Advisor".
  • Director of Master "Finance and real estate managament" promoted by ISFOR (University of Brescia-Entrepreneurs' Association of Brescia).
  • Senior Professor at the School of Corporate Management of the Luigi Bocconi University of Milan.

Professional curriculum

  • Qualified chartered accountant.
  • Certified auditor.
  • Enrolled at the Register of Technical Consultants to the Court of Milan.
  • Member of RICS (Royal Institution of Chartered Surveyors).
  • Consultant of the following:
  • Industrial and financial groups
  • Banks and financial intermediaries
  • Insurance companies $\bullet$
  • Credit quarantee consortia $\bullet$
  • Bank foundations $\bullet$
  • Institutional investors
  • Common funds for real estate investment
  • Pension funds $\bullet$
  • Consultant for primary Italian and international insurance companies within the non-life insurance services.
  • Court technical consultant.
  • Independent expert of real estate funds.
  • Member of board of Directors and Auditors for Italian and international industrial, financial and real estate groups, guarantee and investment funds.
  • Member of Supervisory Bodies pursuant to Law 231/2001.

E-MARKET
SDIR

Main Positions previously held

  • President of the Executive Committee of Real Estate Observatory Chamber of Commerce - province of Brescia.
  • Component of the ANIA Technical Commission on indirect damages.
  • Coordinator of the Observatory on finance of small and micro enterprises Lombardy Regional Government.
  • Coordinator of the Conference on credit fund and finance of small and micro enterprises of the Regional Government of Lombardy (European project within the network "Motors of Europe: Italy, France, Germany, Spain).
  • Scientific Coordinator of the project "Rating of small and micro enterprises", promoted by Chamber of Commerce's Association of the Lombardy Regional Government and the Regional Government of Lombardy.
  • Member of the Scientific Committee ERES (European Real Estate Society) 2004 and 2010.
  • Member of the ABI Commission on economics and finance of districts and territorial pacts.
  • Member of the Jury of the Financial Statement Oscar for Public Administration 2013 and 2014.
  • President of the Commission for the State Examination qualification for the profession of chartered accountant and auditor at the University of Parma in the years 2011 and 2016.
  • Full member of the Exam Commission for the proof of eligibility for registration in the $\bullet$ register of insurance intermediaries, also on an ancillary basis, and reinsurance for the year 2019 upon appointament by IVASS.
  • Full member of the Exam Commission for the proof of eligibility for registration in the register of insurance intermediaries, also on an ancillary basis, and reinsurance for the year 2020 on IVASS appointment.

Main current positions covered

  • Member of the Scientific Committee AssicuraEconomia, study and research centre.
  • Active member AIAF Italian Association of Financial Analysts.

  • Active member ANRA (National Association of Corporate Risk Managers). $\bullet$

  • Member of the Scientific Committee of Assoimmobiliare (Italian Real Estate Association).
  • Vicepresident of the Steering Committee of the Real Estate Stock Exchange in Parma.
  • Coordinator of the Observatory on "Real Estate Sentiment", promoted by the Laboratory of Research on Economics and Real Estate Finance of the Economics Department - University of Parma.
  • Coordinator of the Observatory on "Real Estate Finance of Real Estate Funds", promoted by the Laboratory of Research on Economics and Real Estate Finance of the Economics Department - University of Parma.
  • Member of the Scientific Committee of the Centre of Studies on Economics and Real Estate Finance.
  • Member of the Scientific Committee of the Laboratory of Real Estate Finance of the Phd Programme in Bank and Finance - University of Rome Tor Vergata.
  • Active member of the Italian Academy of Corporate Economics.
  • Active member of ADEIMF, Association of Professors of Economics of Intermediaries and Financial Markets.
  • Member of the Scientific Committee of MEFOP (company of the development of Pension Fund Market) owned with absolute majority by the Ministry of Economy and by other 200 pension and social security funds.
  • Member of the Board of Professors of the Phd programme "ECONOMICS AND MANAGEMENT OF INNOVATION AND SUSTAINABILITY-(EMIS)" organised in coordination with the University of Ferrara and University of Parma.
  • Member of honour of AICI (Italian Association of Real Estate Consultants).
  • Member of the Board of Evaluation of the Telematic University "Guglielmo Marconi" -Rome.

• Member of the International Association of Insurance Law - Section of the Emilia Romagna Region.

E-MARKET
SDIR CERTIFIE

Milano, 12th March 2022 Claudio Cacciamani

Linday

E-MARKET
SDIR

ANNEX 2 - LIST OF MANAGEMENT AND CONTROL OFFICES CURRENTLY HELD IN OTHER COMPANIES

Permanent Statutory Auditor in:

  • Areef II Palio SICAF*
  • Areef II SICAF*
  • Bonduelle Italia S.R.L.*
  • Fantuzzi Team Material Handling S.p.A.*
  • FC Group Holding S.p.A. S.p.A.*
  • · Hamilton Court Foreign Exchange Payments S.R.L.*
  • · Hamilton Court Foreign Exchange Securities Trading Company Società di Intermediazione Mobiliare S.p.A.*
  • Imperial Capital SIM S.p.A.*
  • MetalBox S.p.A.*
  • $\bullet$ Noberasco S.p.A.*
  • · Rizzoli Emanuelli S.p.A. *
  • We-Unit Group S.p.A.*

Chair of the Board of Statutory Auditors:

  • Confidi Parma Società Consortile per azioni
  • Scania Finance Italy S.p.A.*
  • RP Company S.p.A.*

Non-executive Director in:

  • Alicanto Capital SGR S.p.A.
  • Area Business Risk S.R.L. (Chair of the Board of Directors)*
  • · Carlyle Real Estate Società di Gestione del Risparmio S.p.A.
  • CBRE Investment Management SGR S.p.A.
  • Consultinvest S.p.A.
  • G.a.a.t. Service S.R.L.*

Member of Supervisory Board of Banca Popolare di Garanzia in liquidazione coatta amministrativa Sole Director Torrefazione Cannaregio S.r.l.*

* commits to resign from the office effective as from 8 April 2022, subject to the appointment in UniCredit S.p.A.

Milano, 12th March 2022 Claudio Cacciamani

.
Kabupatèn Jawa

ANNEX 3 - PROFILE FORM (COMPETENCE REQUIREMENTS - "QUALITATIVE AND QUANTITATIVE COMPOSITION OF THE UNICREDIT S.P.A. BOARD OF STATUTORY AUDITORS")

The undersigned Claudio Cacciamani declares:

  • 1) to possess a good knowledge and experience in the following competence areas $4$ :
  • a) $\boxtimes$ Banking Business, gained through:

Teaching as University Professor of Economics of Financial Intermediaries from 2001 to today, Independent Director of Societé Generale Mutui Italia S.p.A. from 11th December 2009 to 20th December 2017. Board of Director's Member of the Cassa Rurale e Artigiana di Rivarolo Mantovano from 28th April 2017 to 11th July 2018, Member of the Supervisory Committee of the Banca Popolare di Garanzia of Padua in LCA from 16th December 2009 to today, Court Technical Consultant for banking matters from 16th February 2010 to today;

t-MARKET
SDIR

b) $\boxtimes$ Banking Corporate Governance, gained through:

Teaching as University Professor of Economics of Financial Intermediaries from 2001 to today, Board of Directors' Member of Societé Generale Mutui Italia S.p.A. from 11th December 2009 to 20th December 2017, Independent Director of the Cassa Rurale e artigiana di Rivarolo Mantovano from 28th April 2017 to 11th July 2018, Member of the Supervisory Committee of the Banca Popolare di Garanzia di Padova in LCA from 16th December 2009 to today, Technical Consultant of Courts for banking matters from 16th February 2010 to today;

c) $\boxtimes$ Risk Management, gained through:

Teaching as University Professor of Economics of Financial Intermediaries for the subjects of Risk Management, Lecturer at the MIB Master in "Insurance and risk management" at the University of Trieste;

d) X Internal Control Systems and Internal Audit, gained through:

Member of Supervisory Bodies pursuant to Law 231/2001 of industrial, financial companies and banks and member of corporate bodies (both as an independent Board of Directors' Member and as statutory auditor) of Italian and foreign real estate, financial and industrial companies and groups, guarantee funds, investment funds;

e) $\boxtimes$ Corporate Legal and Compliance, gained through:

Member of Supervisory Bodies pursuant to Law 231/2001 and member of corporate bodies of (both as an independent Board of Directors' Member and as statutory auditor) of financial intermediaries, banks, companies and real estate, financial and industrial groups, Italian and foreign, guarantee funds, funds investment, law degree (2017) with a focus on real estate SICAFs:

$\uparrow$ $\Box$ Financial and non-financial Disclosure, gained through:

<sup>1 Indicate (at least) two or more of the competences held.

q) Digital Technology, gained through:

h) X Sustainability (ESG), gained through:

Member of the teaching staff of the PhD Doctorate "ECONOMICS AND MANAGEMENT OF INNOVATION AND SUSTAINABILITY (EMIS)" carried out in coordination between the University of Ferrara and the University of Parma;

E-MARKET
SDIR .
CERTIERE

2) Xto possess a specific experience on legal matters and adequate knowledge of

management and management processes, gained through:

Degree in Law (2017) as well as Degree in Business Administration (1989), Member of the Board of Statutory Auditors of numerous industrial and financial companies, Non-executive board of directors' member of financial intermediaries, internal auditor of financial and social security intermediaries.

Milan, 12th March 2022 Claudio Cacciamani

F Salvery

ANNEX 4 - INFORMATION NOTICE ON THE PROCESSING OF THE PERSONAL DATA BY UNICREDIT

The following information notice aims at providing you with an overview on the use of your personal data by UniCredit S.p.A. and of your rights pursuant to the General Data Protection Requlation - Regulation (EU) 2016/679 (hereinafter also GDPR).

DATA CONTROLLER AND DATA PROTECTION OFFICER 1.

The Data Controller is UniCredit S.p.A., with registered office in Milan, Piazza Gae Aulentin. 3, Tower A, 20154 Milan (UniCredit).

The Data Protection Officer (DPO) can be contacted at:

UniCredit S.p.A. Data Protection Office. Piazza Gae Aulenti n. 1. Tower B. 20154 Milano. E-mail: [email protected], PEC: [email protected].

2. PURPOSE AND LEGAL BASIS OF PROCESSING

UniCredit processes the personal data in its possession, that is collected directly from you, or from the relevant local administrations to verify, among others, their accuracy for the following purposes:

A. Need to fulfill legal obligations deriving from your candidacy as a Statutory Auditor of UniCredit.

These obligations imply, among others, verifying - both during the selection procedures and on an ongoing basis - the compliance with the eligibility requirements for taking on and maintaining the role of Statutory Auditor as well as of specific positions (such as integrity requirements, criteria of correctness, professional experience requirements and competence, independence, time commitment, maximum number of offices covered, respect of the prohibition of interlocking) as required by applicable law, by the Corporate Governance Code (i.e. Codice di Corporate Governance) as well as with social security and fiscal obligations linked to the remuneration provided.

To comply with the above-mentioned obligations, in some cases, UniCredit is required to carry out analyses that concern also your relatives2. For this reason, we kindly ask you to let them aware of this Information Notice.

These needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the obligations arising from your candidacy as a Statutory Auditor of UniCredit: without your personal data. UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

B. Fulfilment of legal obligations and requests from Public and Supervisory Authorities, concerning the process, communication and/or disclosure - also during the selection procedures - on the website www.unicreditgroup.eu and/ or on specific corporate documents (e.g. Prospectus / Corporate Governance Report, Financial Statements) of your data (such as data contained in your curriculum vitae and in the list of the tasks carried out by you in other banks and commercial companies, as required by the applicable law, and according to the Articles of Association and the Corporate Governance Code).

The needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the legal obligations, the requests from the Authorities, as well as to take on the role of Statutory Auditor of UniCredit; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

3. CATEGORIES OF PERSONAL DATA PROCESSED

UniCredit processes personal data collected directly from you, or from third parties (e.g. relevant local administrations), which include, but are not limited to, personal data (e.g. name, sumame, address, date and place of birth), banking data, information on the financial situation (e.g. patrimonial status, information on credit requests/relationships), positionsheld and related income, employment relationships, commercial/professional relationships

<sup>2 The relatives scope is identified on the basis of the specific applicable regulations

This information may concern existing or past relationships with UniCredit as well as with Group Legal Entities or third narties.

$3.1$ JUDICIAL DATA

UniCredit may process judicial data (i.e. personal data relating to criminal convictions and offences or related security measures, including information on pending proceedings) referring to you, in order to verify the subjective and integrity requirements and/or conditions that prevent from being appointed as member of the Board of Statutory Auditors of UniCredit.

In such cases, the processing is necessary to fulfill legal obligations as well as to comply with requests coming from Public or Supervisory Authorities (e.g. filling the questionnaire requested by the ECB). This need represents the legal basis that legitimizes the related data processing. Data provided by you is necessary to comply with the legal obligations: without your personal data. UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

4. RECIPIENTS OR CATEGORIES OF RECIPIENTS OF PERSONAL DATA

Your data may be communicated to the natural and legal persons that are acting as "Data Processors", listed in the UniCredit premises and on the website www.unicredit.it, as well as - in the quality of persons authorized to process personal data in relation to the data necessary for the performance of the duties they are assigned to - the natural persons belonging to the following categories: Bank employees or persons on secondment to it, temporary employees, interns, consultants and employees of external companies appointed as Data Processors.

Your data may be communicated:

  • to those subjects to whom this communication must be carried out in compliance with an obligation established by law (e.g. Bank of Italy and ECB), by a regulation or by EU legislation. Further information can be found on the website www.unicredit.it in the "Privacy" section;
  • to Legal Entities belonging to the UniCredit Group (also foreign Legal Entities), subsidiaries or associates under the terms of article 2359 of the Italian Civil Code, when such communication is permitted on the basis of a Garante per la Protezione dei Dati Personali's measure or by a law provision.

The detailed list of subjects to whom the data can be communicated is available on the website www.unicredit.it, in the "Privacy" section.

5. DATA TRANSFER TO THIRD COUNTRIES

UniCredit informs you that your personal data may also be transferred to the Countries outside the European Union or the European Economic Area (so called "Third Countries") if the EU Commission states that the Third Country ensures an adequate level of protection of personal data or in case of other appropriate safeguards, namely when the supplier of UniCredit located in the Third Country contractually ensures an appropriate level of personal data protection (e.g. through the signing of the standard contractual clauses provided by the European Commission), including enforceable and effective data subject rights. Further information can be requested by writing to [email protected].

6. DATA PROCESSING MODALITIES

The processing of personal data involves the usage of manual and IT instruments with modalities closely connected with the purposes defined above and, in any case, in such a way to quarantee the security and confidentiality of the data.

7. DATA SUBJECT' RIGHTS

GDPR grants and assures specific rights, including the right to know what data concerning you are held by UniCredit, as well as how they are used, and the right to obtain, under certain conditions, the copy, the erasure, the update, the rectification or, if interested, the integration of your data, as well as the right to data portability.

7.1 DATA RETENTION PERIOD AND RIGHT TO ERASURE

UniCredit processes and stores your personal data for all the time you keep the role of Statutory Auditor, to execute the related and connected obligations, to comply with the applicable legal, contractual and regulatory obligations, as

well as for its own defensive purposes or those of third parties until the expiration of the longest mandatory retention period provided by the applicable law (i.e. 11 years) starting from the date of termination of the relationship with you. UniCredit processes and stores your personal data even after the expiry of the employment relationship when this is necessary for archiving purposes for historical research purposes, according, to the methods set out in the "Ethical rules of processing for archiving purposes in the public interest or historical research".

At the end of the applicable mandatory retention period, your personal data will be erased or kept in a form which does not permit your identification (e.g. irreversible anonymization), unless the further processing is necessary for one or more of the following purposes: i) for resolution of pre-litigation and/or litigation, started before the expiration of the mandatory retention period; ii) to follow up with investigations/inspections by internal control functions and/or external authorities, started before the expiration of the mandatory retention period: iii) to follow up with requests from the Italian and/or foreign Public Authorities, received/notified to UniCredit before the expiration of the mandatory retention period.

PROCEDURE TO EXERCISE THE RIGHTS $\mathbf{R}$

The e-mail address which you can refer to for the exercise of your rights described in the paragraph 7 is the following one: [email protected].

The deadline for the reply is one (1) month, that may be extended for two (2) further months in cases of particular complexity; in these cases, UniCredit informs you about such extension within one (1) month from the receipt of the request. The exercise of rights is, in principle, free of charge.

$\mathbf{Q}$ COMPLAINT OR REPORTING TO THE "GARANTE PER LA PROTEZIONE DEI DATI PERSONALI"

UniCredit informs you that you have the right to lodge a complaint with, or to report to the Garante per la Protezione dei Dati Personali, or else to appeal to the Judicial Authority. The contacts of the Garante per la Protezione dei Dati Personali can be consulted on the website http://www.garanteprivacy.it

Approved Milan, 12th March 2022 Claudio Cacciamani

STATEMENT OF CANDIDACY AND DECLARATION ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE OR INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS

The undersigned BENEDETTA NAVARRA born in Rome (RM) on March 24, 1967, tax code NVRBDT67C64H501I, resident in Rome (RM), Italian nationality, in relation to the appointment of the Board of Statutory Auditors of UniCredit S.p.A. ("UniCredit") on the agenda of the Ordinary Shareholders' Meeting convened for April 8th, 2022, under her own responsibility,

DECLARES TO

submit her candidacy as $\boxtimes$ permanent Statutory Auditor of the Board of Statutory Auditors of UniCredit and, if appointed, to irrevocably accept her appointment as Statutory Auditor.

In view of the provisions, among others, of art. 26 of the Legislative Decree no. 385 of 1 September 1993 ("TUB"), of art. 148 of the Legislative Decree no. 58 of 24 February 1998 ("TUF"), of the Decree issued by the Ministry of Economics and Finance no. 169 of 23 November 2020 ("Decree"), of the Decree issued by the Ministry of Justice no. 162 of 30 March 2000, of the Supervisory Regulations on banks' corporate governance (Bank of Italy Circular no. 285/2013, First Part, Title IV, Chapter 1, Section III, Paragraph 3.2) and clause 30 of UniCredit S.p.A. Articles of Association and of art. 2, recommendations 7 and 9, of the Italian Corporate Governance Code

STATES THAT

there are no reasons for her ineligibility, forfeiture or incompatibility, and that the undersigned meets the requirements provided for by the current provisions and by the Articles of Association of UniCredit for the appointment as $\boxtimes$ permanent Statutory Auditor of the Board of Statutory Auditors of UniCredit; with specific reference to the experience and independence requirements

DECLARES

$\mathbf{I}$ EXPERIENCE REQUIREMENTS

1) $\boxtimes$ to be enrolled with the Legal Auditors Register AND to have practiced the legal auditing of accounts for a period no less than $\boxtimes$ three years

[enrollment no. 40806 with the Legal Auditors Register; timeframe: from May 1993 to June 1996]

or

  • 2) $\Box$ to have practiced for at least $\Box$ three years $\Box$ five years one or more of the following activities, even alternatively:
  • a) $\Box$ the legal auditing of accounts;

[enrollment no. with the Legal Auditors Register: ____________________________________ (month/vearl) __ (month/year) to _____________

E-MARKET
SDIR

b) $\Box$ administration or control activities or executive tasks in the credit, financial, securities or insurance sector;

[please indicate the activities and the relevant timeframe]

c) $\Box$ administration or control activities or executive tasks at listed companies or companies whose size and complexity are greater than, or comparable to, that of UniCredit (in terms of turnover, nature and complexity of the organisation or activity carried out);

[please indicate the activities and the relevant timeframe]

d) $\Box$ professional activities as a business accountant or lawyer, undertaken primarily in the credit, financial, securities or insurance sector:

[please indicate the professional firm and the relevant timeframe]

e) $\Box$ teaching, as university professor of first or second level, subjects concerning in the field of law - banking, commercial, and/or tax law, as well as the running of financial markets and - in the field of business/finance - banking operations, business economics, accountancy, the running of the securities markets, the running of the financial and international markets and corporate finance, or other subjects which are functional to the credit, financial, securities or insurance sector:

[please indicate the taught subject, the relevant University and timeframe]

$\Box$ performing managerial, executive or top management duties, however called, $f$ within public organisations or offices of the Public Administration, relating to the credit, financial, securities or insurance sector, or to the investment services sector or to the collective investment-management sector as defined in TUF, whose size and complexity are comparable with that of UniCredit:

[please indicate the function carried out, the relevant entity and timeframe]

INDEPENDENCE REQUIREMENTS II.

  • 3) $\boxtimes$ to possess the independence requirements set forth under art. 148, para. 3, of TUF;
  • 4) $\boxtimes$ to possess the independence requirements set forth under art. 14 of the Decree;
  • 5) $\boxtimes$ to possess the independence requirements set forth under art. 2, recommendations 7 and 9, of the Italian Corporate Governance Code.

The undersigned, also:

UNDERTAKES TO, in case of appointment, and, for the substitute Statutory Auditors, in case of subsequent appointment as permanent member of the Board of Statutory Auditors:

e-MARKET
SDIR

  • to devote sufficient time for the effective discharge of the office, also considering the guidance on the activity carried out by the Statutory Auditors of UniCredit during 2021 described in the "Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." published on the website of UniCredit:
  • to not undertake management or control offices in other companies exceeding the limits set forth by the applicable provisions;
  • UNDERTAKES to timely notify to UniCredit each amendment to the declarations above and to provide, upon request of UniCredit, the appropriate documentation to confirm the truthfulness of the data declared;
  • AUTHORIZES, having read the information notice pursuant to articles 13 and 14 of the General Data Protection Regulation - Reg. (EU) 2016/679 - attached below, the disclosure of the data above and of the information on the personal and professional characteristics set forth in the curriculum vitae, in the so-called "profile form" and in the list of management and control offices currently held in other companies.

Rome, 10th march 2022

Benedetta Navarra نستحكا $\sim$ the $\sim$

Allegati:

    1. Curriculum vitae (indicating the personal and professional qualities of the candidate)
    1. List of management and control offices currently held in other companies
    1. Competence Requirements "Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." (so-called "profile form")
    1. Information notice on the processing of the personal data by UniCredit

ANNEY 1 - CURRICULUM VITAE

Ms. Benedetta Navarra, Esq. Lawyer - Professional accountant Practice areas Commercial Law Banking and capital markets law

Ms. Navarra deals mainly with matters concerning corporate law and regulations dealing with stock exchange, banking, finance and capital markets.

e-MARKET
SDIR

She has an extensive experience incross-border transactions, international contracts, bankruptcy procedures and enterprise management crisis, project financing, securitisation of bank loans. She is an expert in the liability of intermediaries in connection with investment services, and has represented clients in the context of disciplinary proceedings before the relevant supervisory authorities.

She has assisted Italian Ministry of Economy in the privatisation of Banca Nazionale del Lavoro, Mediocredito Centrale - Banco di Sicilia, Cassa Depositi e Prestiti and Credito Industriale Sardo. Fluently speaking and working in English

Main appointments on going

Chairperson of the Board of Statutory Auditors of Guala Closures S.p.A. Member of the Board of Statutory Auditors of Unicredit S.p.A. Member of the Board of Statutory Auditors of Italo S.p.A. Chairperson of the Board of Statutory Auditors of DMO Pet Care S.r.l. Member of the Board of Directors of A.S. Roma S.p.A. Chairperson of the Audit Committee of UniCredit Bulkbank Chairperson of the Supervisory Body of Equitalia Giustizia S.p.A. Member of the Board of Statutory Auditors of Telethon Foundation

Former appointments

Member of the Board of Directors of Yapi Kredi Bankasi1

Member of the Board of Directors of Koc Financial Service

Member of the Supervisory Board of UniCredit Bank Czech Republic and Slovakia, a.s.2

Member of the Supervisory Board of Ukrsotsbank PJSC3

Chairman of the Board of Statutory Auditors of Poste Italiane S.p.A. having also the function of Supervisory Body of the company

Member of the Board of Statutory Auditors of CDP Reti S.p.A. having also the function of Supervisory Body of the company

Member of the Board of Statutory Auditors of Equitalia S.p.A.

Member of the Board of Statutory Auditors of buddy bank S.p.A.

Member of the Board of Statutory Auditors and of the Supervisory Body of LVenture Group $S.p.A.$

Member of the Board of Statutory Auditors of SHQT S.r.l.

Member of the Board of Statutory Auditors of Albanosider S.r.l.4

Member of the Board of Statutory Auditors of SAC - Società Appalti e Costruzioni S.p.A.5

Member of the Supervisory Body of ConfCommercio imprese per l'Italia provincia di Roma Capitale

Member of the Supevisory Body of Promo.ter Roma

Education, Teaching and Publications

Ms. Navarra graduated cum laude in economics from Luiss Guido Carli University in Rome and subsequently obtained a degree in law cum laude from La Sapienza University in Rome. She lectures until 2010 on banking and stock exchange law at Luiss Guido Carli University. She is a member of the directive committee of the Business Law postgraduate course run by Luiss Guido Carli Law School. Scientific coordinator of banking and financial law sector. She has published several works on banking and financial law.

Rome, 10th march 2022 Benedetta Navarra

  • Member of the Audit Committee
  • 2 Member of the Audit Committee
  • 3 Member of the Audit Committee
  • 4 As certified Public Accountant
  • 5 As certified Public Accountant

ANNEX 2 - LIST OF MANAGEMENT AND CONTROL OFFICES CURRENTLY HELD IN OTHER COMPANIES

E-MARKET
SDIR

  • Member of the Board of Directors (non-executive) of A.S. Roma S.p.A. $\bullet$
  • Member of the Board of Statutory Auditors of Italo S.p.A.
  • Chair of the Board of Statutory Auditors of Guala Closures S.p.A. $\bullet$
  • Chair of the Board of Statutory Auditors of D.M.O. Pet care S.r.l. u.

Rome, 10th march 2022

Renedetta Navarra يحتسس والمستحيل والمتصدد

ANNEX 3 - PROFILE FORM (COMPETENCE REQUIREMENTS - "QUALITATIVE AND QUANTITATIVE COMPOSITION

t-MARKET
SDIR

OF THE UNICREDIT S.P.A. BOARD OF STATUTORY AUDITORS")

The undersigned BENEDETTA NAVARRA declares:

1) to possess a good knowledge and experience in the following competence areas6:

a) $\boxtimes$ Banking Business, gained through:

the appointment, in the last decade, to several management and control bodies of banks and financial legal entities

b) $\boxtimes$ Banking Corporate Governance, gained through:

the appointment, in the last decade, to several management and control bodies of banks and financial legal entities, also listed.

c) $\boxtimes$ Risk Management, gained through:

the appointment, in the last decade, to several management and control bodies of banks, financial legal entities, industrial companies, also listed.

d) $\boxtimes$ Internal Control Systems and Internal Audit, gained through:

the appointment, in the last decade, to several management and control bodies of banks, financial legal entities, industrial companies, also listed.

e) $\boxtimes$ Corporate Legal and Compliance, gained through:

professional practice - university assignment - the appointment, in the last decade, to several management and control bodies of banks, financial legal entities, industrial companies, also listed

$\Box$ Financial and non-financial Disclosure, gained through: $f$

$g$ ) $\Box$ Digital Technology, gained through:

<sup>6 Indicate (at least) two or more of the competences held.

h) $\Box$ Sustainability (ESG), gained through

E-MARKET
SDIR CERTIFIED

as well as

2) $\boxtimes$ to possess a specific experience on legal matters and adequate knowledge of

management and management processes, gained through:

professional practice - university assignment - the appointment, in the last decade, to several management and control bodies of banks, financial legal entities, industrial companies, also listed

Rome, 10th march 2022

Benedetta Navarra ŧ.

ANNEX 4 - INFORMATION NOTICE ON THE PROCESSING OF THE PERSONAL DATA BY UNICREDIT

The following information notice aims at providing you with an overview on the use of your personal data by UniCredit S.p.A. and of your rights pursuant to the General Data Protection Regulation - Regulation (EU) 2016/679 (hereinafter also GDPR).

1. DATA CONTROLLER AND DATA PROTECTION OFFICER

The Data Controller is UniCredit S.p.A., with registered office in Milan, Piazza Gae Aulenti n. 3, Tower A, 20154 Milan (UniCredit).

The Data Protection Officer (DPO) can be contacted at:

UniCredit S.p.A. Data Protection Office, Piazza Gae Aulenti n. 1, Tower B, 20154 Milano, E-mail: [email protected], PEC: [email protected].

2. PURPOSE AND LEGAL BASIS OF PROCESSING

UniCredit processes the personal data in its possession, that is collected directly from you, or from the relevant local administrations to verify, among others, their accuracy for the following purposes:

A. Need to fulfill legal obligations deriving from your candidacy as a Statutory Auditor of UniCredit. These obligations imply, among others, verifying - both during the selection procedures and on an ongoing basis - the compliance with the eligibility requirements for taking on and maintaining the role of Statutory Auditor as well as of specific positions (such as integrity requirements, criteria of correctness, professional experience requirements and competence, independence, time commitment, maximum number of offices covered, respect of the prohibition of interlocking ) as required by applicable law, by the Corporate Governance Code (i.e. Codice di Corporate Governance) as well as with social security and fiscal obligations linked to the remuneration provided.

To comply with the above-mentioned obligations, in some cases, UniCredit is required to carry out analyses that concern also your relatives7. For this reason, we kindly ask you to let them aware of this Information Notice.

These needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the obligations arising from your candidacy as a Statutory Auditor of UniCredit; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

B. Fulfilment of legal obligations and requests from Public and Supervisory Authorities, concerning the process, communication and/or disclosure - also during the selection procedures - on the website www.unicreditgroup.eu and/or on specific corporate documents (e.g. Prospectus / Corporate Governance Report, Financial Statements) of your data (such as data contained in your curriculum vitae and in the list of the tasks carried out by you in other banks and commercial companies, as required by the applicable law, and according to the Articles of Association and the Corporate Governance Code).

The needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the legal obligations, the requests from the Authorities, as well as to take on the role of Statutory Auditor of UniCredit; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

3. CATEGORIES OF PERSONAL DATA PROCESSED

<sup>7 The relatives scope is identified on the basis of the specific applicable regulations

UniCredit processes personal data collected directly from you, or from third parties (e.g. relevant local administrations), which include, but are not limited to, personal data (e.g. name, surname, address, date and place of birth), banking data, information on the financial situation (e.g. patrimonial status, information on credit requests/relationships), positions held and related income, employment relationships, commercial/professional relationships

This information may concern existing or past relationships with UniCredit as well as with Group Legal Entities or third parties.

JUDICIAL DATA $3.1$

UniCredit may process judicial data (i.e. personal data relating to criminal convictions and offences or related security measures, including information on pending proceedings) referring to you, in order to verify the subjective and integrity requirements and/or conditions that prevent from being appointed as member of the Board of Statutory Auditors of UniCredit.

In such cases, the processing is necessary to fulfill legal obligations as well as to comply with requests coming from Public or Supervisory Authorities (e.g. filling the questionnaire requested by the ECB). This need represents the legal basis that legitimizes the related data processing. Data provided by you is necessary to comply with the legal obligations; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

4. RECIPIENTS OR CATEGORIES OF RECIPIENTS OF PERSONAL DATA

Your data may be communicated to the natural and legal persons that are acting as "Data Processors", listed in the UniCredit premises and on the website www.unicredit.it, as well as - in the quality of persons authorized to process personal data in relation to the data necessary for the performance of the duties they are assigned to - the natural persons belonging to the following categories: Bank employees or persons on secondment to it, temporary employees, interns, consultants and employees of external companies appointed as Data Processors.

Your data may be communicated:

  • to those subjects to whom this communication must be carried out in compliance with an obligation established by law (e.g. Bank of Italy and ECB), by a regulation or by EU legislation. Further information can be found on the website www.unicredit.it in the "Privacy" section;
  • to Legal Entities belonging to the UniCredit Group (also foreign Legal Entities), subsidiaries or associates under the terms of article 2359 of the Italian Civil Code, when such communication is permitted on the basis of a Garante per la Protezione dei Dati Personali's measure or by a law provision.

The detailed list of subjects to whom the data can be communicated is available on the website www.unicredit.it, in the "Privacy" section.

5. DATA TRANSFER TO THIRD COUNTRIES

UniCredit informs you that your personal data may also be transferred to the Countries outside the European Union or the European Economic Area (so called "Third Countries") if the EU Commission states that the Third Country ensures an adequate level of protection of personal data or in case of other appropriate safeguards, namely when the supplier of UniCredit located in the Third Country contractually ensures an appropriate level of personal data protection (e.g. through the signing of the standard contractual clauses provided by the European Commission), including enforceable and effective data subject rights. Further information can be requested by writing to Group [email protected].

DATA PROCESSING MODALITIES 6.

The processing of personal data involves the usage of manual and IT instruments with modalities closely connected with the purposes defined above and, in any case, in such a way to guarantee the security and confidentiality of the data.

7. DATA SUBJECT' RIGHTS

GDPR grants and assures specific rights, including the right to know what data concerning you are held by UniCredit, as well as how they are used, and the right to obtain, under certain conditions, the copy, the erasure, the update, the rectification or, if interested, the integration of your data, as well as the right to data portability.

7.1 DATA RETENTION PERIOD AND RIGHT TO ERASURE

UniCredit processes and stores your personal data for all the time you keep the role of Statutory Auditor, to execute the related and connected obligations, to comply with the applicable legal, contractual and regulatory obligations, as well as for its own defensive purposes or those of third parties until the expiration of the longest mandatory retention period provided by the applicable law (i.e. 11 years) starting from the date of termination of the relationship with you. UniCredit processes and stores your personal data even after the expiry of the employment relationship when this is necessary for archiving purposes for historical research purposes, according, to the methods set out in the "Ethical rules of processing for archiving purposes in the public interest or historical research"8.

At the end of the applicable mandatory retention period, your personal data will be erased or kept in a form which does not permit your identification (e.g. irreversible anonymization), unless the further processing is necessary for one or more of the following purposes: i) for resolution of pre-litigation and/or litigation, started before the expiration of the mandatory retention period; ii) to follow up with investigations/inspections by internal control functions and/or external authorities, started before the expiration of the mandatory retention period; iii) to follow up with requests from the Italian and/or foreign Public Authorities, received/notified to UniCredit before the expiration of the mandatory retention period.

8. PROCEDURE TO EXERCISE THE RIGHTS

The e-mail address which you can refer to for the exercise of your rights described in the paragraph 7 is the following one: [email protected].

The deadline for the reply is one $(1)$ month, that may be extended for two $(2)$ further months in cases of particular complexity; in these cases, UniCredit informs you about such extension within one (1) month from the receipt of the request. The exercise of rights is, in principle, free of charge.

9. COMPLAINT OR REPORTING TO THE "GARANTE PER LA PROTEZIONE DEI DATI PERSONALI"

UniCredit informs you that you have the right to lodge a complaint with, or to report to the Garante per la Protezione dei Dati Personali, or else to appeal to the Judicial Authority. The contacts of the Garante per la Protezione dei Dati Personali can be consulted on the website http://www.garanteprivacy.it

8 Record of the provisions 19 December 2018, n. 513

STATEMENT OF CANDIDACY AND DECLARATION ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE OR INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS

The undersigned GUIDO PAOLUCCI born in Rimini (RN) on January 6, 1969, tax code PLCGDU69A06H294S, resident in Rome (RM), Italian nationality, in relation to the appointment of the Board of Statutory Auditors of UniCredit S.p.A. ("UniCredit") on the agenda of the Ordinary Shareholders' Meeting convened for April 8th, 2022, under his/her own responsibility,

DECLARES TO

submit his candidacy as $\boxtimes$ permanent Statutory Auditor of the Board of Statutory Auditors of UniCredit and, if appointed, to irrevocably accept his appointment as Statutory Auditor.

In view of the provisions, among others, of art. 26 of the Legislative Decree no. 385 of 1 September 1993 ("TUB"), of art. 148 of the Legislative Decree no. 58 of 24 February 1998 ("TUF"), of the Decree issued by the Ministry of Economics and Finance no. 169 of 23 November 2020 ("Decree"), of the Decree issued by the Ministry of Justice no. 162 of 30 March 2000, of the Supervisory Regulations on banks' corporate governance (Bank of Italy Circular no. 285/2013, First Part, Title IV, Chapter 1, Section III, Paragraph 3.2) and clause 30 of UniCredit S.p.A. Articles of Association and of art. 2, recommendations 7 and 9, of the Italian Corporate Governance Code

STATES THAT

there are no reasons for his ineligibility, forfeiture or incompatibility, and that the undersigned meets the requirements provided for by the current provisions and by the Articles of Association of UniCredit for the appointment as $\boxtimes$ permanent Statutory Auditor of the Board of Statutory Auditors of UniCredit; with specific reference to the experience and independence requirements

DECLARES

$\mathbf{L}$ EXPERIENCE REQUIREMENTS

1) $\boxtimes$ to be enrolled with the Legal Auditors Register AND to have practiced the legal auditing of accounts for a period no less than $\boxtimes$ five years

Jenrollment no. with the Legal Auditors Register 43115; timeframe: from April 1995 to March 2022]

or

  • 2) $\Box$ to have practiced for at least $\Box$ three years $\Box$ five years one or more of the following activities, even alternatively:
  • a) $\Box$ the legal auditing of accounts;

fenrollment no. with the Legal Auditors Register: ______________; timeframe: from (month/year) to ________________(month/year)]

b) $\Box$ administration or control activities or executive tasks in the credit, financial, securities or insurance sector;

[please indicate the activities and the relevant timeframe]

c) $\Box$ administration or control activities or executive tasks at listed companies or companies whose size and complexity are greater than, or comparable to, that of UniCredit (in terms of turnover, nature and complexity of the organisation or activity carried out);

[please indicate the activities and the relevant timeframe]

d) $\Box$ professional activities as a business accountant or lawyer, undertaken primarily in the credit, financial, securities or insurance sector:

[please indicate the professional firm and the relevant timeframe]

e) $\Box$ teaching, as university professor of first or second level, subjects concerning in the field of law - banking, commercial, and/or tax law, as well as the running of financial markets and $-$ in the field of business/finance $-$ banking operations, business economics, accountancy, the running of the securities markets, the running of the financial and international markets and corporate finance, or other subjects which are functional to the credit, financial, securities or insurance sector:

[please indicate the taught subject, the relevant University and timeframe]

f) $\Box$ performing managerial, executive or top management duties, however called, within public organisations or offices of the Public Administration, relating to the credit, financial, securities or insurance sector, or to the investment services sector or to the collective investment-management sector as defined in TUF, whose size and complexity are comparable with that of UniCredit:

[please indicate the function carried out, the relevant entity and timeframe]

П. INDEPENDENCE REQUIREMENTS

  • 3) $\boxtimes$ to possess the independence requirements set forth under art. 148, para. 3, of TUF;
  • 4) $\boxtimes$ to possess the independence requirements set forth under art. 14 of the Decree;
  • 5) $\boxtimes$ to possess the independence requirements set forth under art. 2, recommendations 7 and 9, of the Italian Corporate Governance Code.

e-MARKET
SDIR

The undersigned, also:

  • UNDERTAKES TO. in case of appointment, and, for the substitute Statutory Auditors, in case of subsequent appointment as permanent member of the Board of Statutory Auditors:
  • to devote sufficient time for the effective discharge of the office, also considering the guidance on the activity carried out by the Statutory Auditors of UniCredit during 2021 described in the "Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." published on the website of UniCredit:
  • to not undertake management or control offices in other companies exceeding the limits set forth by the applicable provisions;
  • UNDERTAKES to timely notify to UniCredit each amendment to the declarations above and to provide, upon request of UniCredit, the appropriate documentation to confirm the truthfulness of the data declared;
  • AUTHORIZES, having read the information notice pursuant to articles 13 and 14 of the General Data Protection Regulation - Reg. (EU) 2016/679 - attached below, the disclosure of the data above and of the information on the personal and professional characteristics set forth in the curriculum vitae, in the so-called "profile form" and in the list of management and control offices currently held in other companies.

Rome, March 10TH 2022 Signature

Allegati:

    1. Curriculum vitae (indicating the personal and professional qualities of the candidate)
    1. List of management and control offices currently held in other companies
    1. Competence Requirements "Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." (so-called "profile form")
    1. Information notice on the processing of the personal data by UniCredit

ANNEX 1 - CURRICULUM VITAE

GUIDO PAOLUCCI

Born in Rimini (RN) on 6 January 1969

EDUCATION AND PROFESSIONAL PROFILE

  • Full University Professor in Business Management (Lecturer of the following courses: 1. Financial Analysis and Business Plans and 2. Industrial Assessment in the "Politecnica delle Marche" University (Italy) from 2008.
  • Lecturer of the following courses: 1. Consolidated financial statements: 2. Analysis and Cost Accounting and 3. Risk and Accounting, alternatively, from 2009 to 2016, at the Roma Tre University.
  • Extraordinary University Professor in Business Management from 2004 to 2008.
  • Associate University Professor in Business Management from 1998 to 2004.
  • Ordinary Member of the Italian Academy of Business Administration and Management (AIDEA) and Ordinary Member of the Italian Association of Business Administration and Accounting Professors (SIDREA).
  • PHD in Business Management in 1998.
  • Chartered Accountant registered in the Rome Roll since 1993, under number AA 004228.
  • Registered in the Roll of Auditors (D.M. 12/04/1995, Official Gazette no. 31bis of 21/04/1995 under number 43115).
  • Registered in the C.T.U. Roll (Technical Consultant of the Rome Civil Court) since 1996.
  • Graduated cum laude "La Sapienza" University in Rome (Italy) in 1992.

PROFESSIONAL ACTIVITIES

  • Activity carried out mainly in the areas concerning the corporate consultancy for Top Class Italian and foreign Groups and Companies, the industrial assessment, the accounting auditing and due diligence. Particular professional experience has been gained in drawing up reports on the application of accounting standards, both national (OIC Regulation) and international (IAS/FRS Regulation), as well as in the arrangement of business plans.
  • Activity carried out for almost thirty years in drafting appraisals of industrial undertakings and fairness opinions (appointed by the concerned Company or the Judicial Authority), also within banking groups and financial companies.

PREVIOUSLY HELD AND CURRENT POSTS

Main posts previously held (from 1998)

Member of Board of Directors and Board of Statutory Auditors of financial holding companies, of financial companies registered with the Bank of Italy National Register ex sect. 106 and ex sect. 107 TULB, of SGR (FONDI IMMOBILIARI ITALIANI - FIMIT S.p.A.), of SIM (COFIRI SIM S.p.A.). of listed companies (2003-2004 - SS LAZIO S.p.A. on appointment by CAPITALIA S.p.A. - now UNICREDIT S.p.A.), of subsidiaries of listed companies (VIVACITY S.p.A., COFIRI S.p.A. -UNICREDIT GROUP - ENI CORPORATE UNIVERSITY S.p.A., ENIPOWER TRASMISSIONE S.p.A., NAPOLETANAGAS CLIENTI S.p.A., SEAPAD S.p.A., ENI RETE OIL&NONOIL S.P.A., PETROLIG s.r.l. - GRUPPO ENI - SOCIETÀ GESTIONE SERVIZI BP S.C.p.A. - GRUPPO BANCO BPM - TELECOM ITALIA MEDIA BROADCASTING S.P.A., OLIVETTI S.p.A., OLIVETTI MULTISERVICES S.P.A., TIM VENTURES S.r.I., ADVANCED CARING CENTER S.r.I., TELECONTACT CENTER S.P.A. - GRUPPO TELECOM ITALIA) as well as publicly owned companies (Società per lo Sviluppo del Mercato dei Fondi Pensione per Azioni - MEFOP S.p.A.). Chairman or member of the Supervisory Body pursuant to Italian Legislative Decree No. 231/2001, in CONSORZIO TEMA MOBILITY (TELECOM ITALIA Group and FIAT Group) and in companies belonging to the TELECOM ITALIA Group (TELECOM ITALIA MEDIA

E-MARKET
SDIR

BROADCASTING S.P.A., OLIVETTI S.p.A., OLIVETTI MULTISERVICES S.P.A., TIM
VENTURES S.r.I., ADVANCED CARING CENTER S.r.I., TELECONTACT CENTER S.P.A., TELECOM ITALIA SAN MARINO S.p.A.). He has held posts as Liquidator of companies and as liquidator in insolvency proceedings.

E-MARKET
SDIR

Current posts (as at March 2022)

Post Company

Statutory Auditor (also member of the
Unicredit S.p.A. Supervisory Body (SB) according to the
Italian Legislative Decree No. 231/2001)
Nuova Compagnia di Partecipazioni S.p.A. Statutory Auditor
TIM San Marino S.p.A. Chairman of the Board of Statutory Auditors
Telefonia Mobile Sammarinese S.p.A Chairman of the Board of Statutory Auditors
Ecofuel S.p.A. Chairman of the Board of Statutory Auditors
Raffineria di Gela S.p.A. Chairman of the Board of Statutory Auditors
Hyle Capital Partners SGR S.p.A. Statutory Auditor
Fondazione Santi Francesco d'Assisi e Caterina da
Siena
Chairman of the Board of Statutory Auditors
CONOU - Consorzio Nazionale per la Gestione, Statutory Auditor
Raccolta e Trattamento degli Oli Minerali Usati
Fondazione Casa Sollievo della Sofferenza Chairman of the Board of Statutory Auditors

Activities carried out in Supervisory Bodies (SB) according to the Italian Legislative Decree No. 231/2001.

Currently, Chairman or member of the Board of Statutory Auditors, acting also as SB, in UNICREDIT S.p.A. and in companies belonging to the TELECOM ITALIA Group (TELECOM ITALIA SAN MARINO S.p.A. and TELEFONIA MOBILE SAMMARINESE S.p.A.) as well as in companies belonging to the UNICREDIT Group (NUOVA COMPAGNIA DI PARTECIPAZIONI S.p.A.).

MAIN PUBLICATIONS ON ECONOMIC / BUSINESS TOPICS

Main books

  • Il bilancio di esercizio degli enti finanziari. Fondamenti concettuali e modalità applicative, Giappichelli, Torino, 1995.
  • Il Collegio sindacale. Analisi e peculiarità del nuovo controllo legale dei conti nel contesto economico-aziendale. Cedam. Padova, 1996 (Co-authors: Mauro Paoloni - Francesca M. Cesaroni).
  • Il sistema informativo contabile della piccola impresa nel Regno Unito, Giappichelli, Torino, 1996.
  • I contributi in conto capitale nell'economia dell'impresa. Peculiarità contabili, prassi internazionale ed indagini empiriche, Giappichelli, Torino, 2001.
  • La valutazione delle Società finanziarie, Giappichelli, Torino, 2003.
  • Bilancio delle Banche e Principi IAS/IFRS. Riflessioni e prospettive, Giappichelli, Torino, 2008 (Co-author: Elisa Menicucci).
  • L'impatto di Basilea 2 sulle PMI: nuovi approcci all'analisi di bilancio, Clua, Ancona, 2008.
  • La valutazione d'azienda. Fondamenti concettuali e prassi applicativa, FrancoAngeli, Milano, 2011.
  • Analisi di bilancio. Logica, finalità e modalità applicative, FrancoAngeli, Milano, 2013.
  • Analisi di bilancio. Logica, finalità e modalità applicative, FrancoAngeli, Milano, 2014, Second edition.
  • Analisi di bilancio. Logica, finalità e modalità applicative, FrancoAngeli, Milano, 2015, Third

edition.

  • Analisi di bilancio. Logica, finalità e modalità applicative, FrancoAngeli, Milano, 2016, Fourth edition.
  • The Financial Statements in the Italian Banking System, in: A. Carretta M. Sargiacomo, "Doing Banking in Italy: Governance, Risk, Accounting and Auditing issues", McGraw-Hill Education, London, 2016, pp.197-228.
  • Analisi di bilancio e finanziaria. Logica, finalità e modalità applicative, FrancoAngeli, Milano, 2021.

Mail articles published in international reviews

  • Critical Insights Back Into the Role of Fair Value Accounting within the Financial Crisis, in International Journal of Business and Social Science, Vol. 5, pp. 80-97, 2014.
  • Fair value accounting and the financial crisis: a literature-based analysis, in Journal of Financial Reporting and Accounting, Vol. 14, pp. 49-71, 2016.
  • The determinants of bank profitability: empirical evidence from European banking sector, in Journal of Financial Reporting and Accounting, Vol. 14, pp. 86-115, 2016.
  • Factors affecting bank profitability in Europe: An empirical investigation, in African Journal of Business Management, Vol. 10 (17), pp. 410-420, 2016.
  • Fair Value Accounting within a Financial Crisis: An Examination of Implications and Perspectives, in International Journal of Business and Social Science, Vol. 8, pp. 41-56, 2017.
  • Integrated Reporting and Italian Companies: An Empirical Investigation, in International Journal of Business and Management, Vol. 12, pp. 221-230, 2017.
  • Fair value accounting and earnings quality (EQ) in banking sector: Evidence from Europe, in African Journal of Business Management, Vol. 11 (20), pp. 597-607, 2017.
  • Integrated reporting: benefits and implications for Italian companies, in Integrated Reporting and Non-financial Information Assurance. SMEs vs Large Firms PROCEEDINGS, SIDREA International Workshop, 11 Aprile 2017, Roma, A.S.P.I. Editore.
  • The Determinants of Forward-Looking Information in Integrated Reporting: An Empirical Investigation in Europe, in Proceedings of 12th Annual London Business Research Conference, 10-11 July 2017, Imperial College, London, UK.
  • Forward-looking information in integrated reporting: A theoretical framework, in African Journal of $\mathbf{r}$ Business Management, Vol. 12 (18), pp. 555-567, 2018.
  • Forward-Looking Intellectual Capital Information in Integrated Reporting: An Empirical Analysis. in International Journal of Business and Management, Vol. 14 (8), pp. 167-186, 2019.
  • Does gender matter for hotel performance? Evidence from the Italian hospitality industry, in The International Journal of Tourism Research, Vol. 21 (5), pp. 625-638, 2019.
  • Does gender diversity matter for risk taking? Evidence from Italian financial institutions, in African Journal of Business Management, Vol. 14 (10), pp. 324-334, 2020.
  • Gender diversity and bank risk-taking: an empirical investigation in Italy, in Corporate Governance, Vol. 22 (2), pp. 317-339, 2022.

FOREIGN LANGUAGES

English (level: excellent) and French (level: very good)

ROME, MARCH 10TH 2022

[Guido Paolucci]

E-MARKET
SDIR

ANNEX 2 - LIST OF MANAGEMENT AND CONTROL OFFICES CURRENTLY HELD IN OTHER COMPANIES (ARE NOT INCLUDED FOUNDATIONS, ASSOCIATIONS AND OTHER NO PROFIT ORGANIZATIONS)

  • ENI Group: Chair of the Board of Statutory Auditors of Ecofuel S.p.A. and of Raffineria di Gela S,p,A,
  • Telecom Italia Group: Chair of the Board of Statutory Auditors of TIM San Marino S.p.A. and of Telefonia Mobile Sammarinese S.p.A.
  • UniCredit Group: Permanent member of the Board of Statutory Auditors of Nuova Compagnia di Partecipazioni S.p.A.
  • Permanent member of the Board of Statutory Auditors of HYLE Capital Partners SGR $S.p.A.$

Rome, March 10th 2021 Signature

ANNEX 3 - PROFILE FORM (COMPETENCE REQUIREMENTS - "QUALITATIVE AND QUANTITATIVE COMPOSITION

OF THE UNICREDIT S.P.A. BOARD OF STATUTORY AUDITORS")

The undersigned GUIDO PAOLUCCI declares:

  • 1) to possess a good knowledge and experience in the following competence areas1:
  • a) $\boxtimes$ Banking Business, gained through:
    • Statutory Auditor of Unicredit S.p.A. since 2017; $\bullet$
    • Associate University Professor in Business Management from 1998 to 2004 and Full University Professor in Business Management since 2004;
    • Continuous university research activities on economic / business topics
    • Author of books and articles published in international journals on economic / business topics since 1995;
  • b) $\boxtimes$ Banking Corporate Governance, gained through:
    • Statutory Auditor of Unicredit S.p.A. since 2017;
    • Continuous university research activities on economic / business topics:
  • c) $\boxtimes$ Risk Management, gained through:
    • Statutory Auditor of Unicredit S.p.A. since 2017;
    • Associate University Professor in Business Management from 1998 to 2004 and Full University Professor in Business Management since 2004;
    • Posts held (since 1998) as Member of corporate bodies of leading Companies, of Holding companies, of Financial intermediaries entered in Bank of Italy Register provided for by articles 106 and 107 TUB, of SGRs, of SIMs, of listed companies, of subsidiaries of listed companies as well as publicly-owned companies. Posts held as member or Chairman of the Supervisory Body pursuant to Italian Legislative Decree No. 231/2001:
  • d) $\boxtimes$ Internal Control Systems and Internal Audit, gained through:
    • Statutory Auditor of Unicredit S.p.A. since 2017; $\bullet$
    • Posts held (since 1998) as Member of corporate bodies of leading Companies, of Holding companies, of Financial intermediaries entered in Bank of Italy Register provided for by articles 106 and 107 TUB, of SGRs, of SIMs, of listed companies, of subsidiaries of listed companies as well as publicly-owned companies. Posts held as member or Chairman of the Supervisory Body pursuant to Italian Legislative Decree No. 231/2001:

e) $\boxtimes$ Corporate Legal and Compliance, gained through:

  • Statutory Auditor of Unicredit S.p.A. since 2017;
  • Posts held (since 1998) as Member of corporate bodies of leading Companies, of Holding companies, of Financial intermediaries entered in Bank of Italy Register provided for by articles 106 and 107 TUB, of SGRs, of

E-MARKET
SDIR

<sup>1 Indicate (at least) two or more of the competences held.

SIMs, of listed companies, of subsidiaries of listed companies as well as publicly-owned companies. Posts held as member or Chairman of the Supervisory Body pursuant to Italian Legislative Decree No. 231/2001; &

$\boxtimes$ Financial and non-financial Disclosure, gained through: $f$

  • Associate University Professor in Business Management from 1998 to 2004 and Full University Professor in Business Management since 2004;
  • Significant and multi-year university research activities; $\bullet$
  • Relevant professional activity carried out for almost thirty years, providing $\bullet$ business consultancy for top class Italian and foreign Groups and Companies;
  • $g$ ) $\Box$ Digital Technology, gained through:

h) $\boxtimes$ Sustainability (ESG), gained through:

Significant and multi-year university research activities;

as well as

2) $\boxtimes$ to possess a specific experience on legal matters and adequate knowledge of

management and management processes, gained through:

Continuous and relevant professional activity on economic / business topics, carried out for almost thirty years;

Rome, March $20^{\text{TH}}$ 202 Signature

ANNEX 4 - INFORMATION NOTICE ON THE PROCESSING OF THE PERSONAL DATA BY UNICREDIT

The following information notice aims at providing you with an overview on the use of your personal data by UniCredit S.p.A. and of your rights pursuant to the General Data Protection Regulation - Regulation (EU) 2016/679 (hereinafter also GDPR).

1. DATA CONTROLLER AND DATA PROTECTION OFFICER

The Data Controller is UniCredit S.p.A., with registered office in Milan, Piazza Gae Aulenti n. 3, Tower A, 20154 Milan (UniCredit).

The Data Protection Officer (DPO) can be contacted at:

UniCredit S.p.A. Data Protection Office, Piazza Gae Aulenti n. 1, Tower B, 20154 Milano, E-mail: [email protected], PEC: [email protected].

2. PURPOSE AND LEGAL BASIS OF PROCESSING

UniCredit processes the personal data in its possession, that is collected directly from you, or from the relevant local administrations to verify, among others, their accuracy for the following purposes:

A. Need to fulfill legal obligations deriving from your candidacy as a Statutory Auditor of UniCredit. These obligations imply, among others, verifying - both during the selection procedures and on an ongoing basis - the compliance with the eligibility requirements for taking on and maintaining the role of Statutory Auditor as well as of specific positions (such as integrity requirements, criteria of correctness, professional experience requirements and competence, independence, time commitment, maximum number of offices covered, respect of the prohibition of interlocking) as required by applicable law, by the Corporate Governance Code (i.e. Codice di Corporate Governance) as well as with social security and fiscal obligations linked to the remuneration provided.

To comply with the above-mentioned obligations, in some cases, UniCredit is required to carry out analyses that concern also your relatives2. For this reason, we kindly ask you to let them aware of this Information Notice.

These needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the obligations arising from your candidacy as a Statutory Auditor of UniCredit; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

B. Fulfilment of legal obligations and requests from Public and Supervisory Authorities, concerning the process, communication and/or disclosure - also during the selection procedures - on the website www.unicreditgroup.eu and/ or on specific corporate documents (e.g. Prospectus / Corporate Governance Report, Financial Statements) of your data (such as data contained in your curriculum vitae and in the list of the tasks carried out by you in other banks and commercial companies, as required by the applicable law, and according to the Articles of Association and the Corporate Governance Code).

The needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the legal obligations, the requests from the Authorities, as well as to take on the role of Statutory Auditor of UniCredit; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

3. CATEGORIES OF PERSONAL DATA PROCESSED

<sup>2 The relatives scope is identified on the basis of the specific applicable regulations

UniCredit processes personal data collected directly from you, or from third parties (e.g. relevant local administrations), which include, but are not limited to, personal data (e.g. name, surname, address, date and place of birth). banking data, information on the financial situation (e.g. patrimonial status, information on credit requests/relationships), positions held and related income, employment relationships, commercial/professional relationships

This information may concern existing or past relationships with UniCredit as well as with Group Legal Entities or third parties.

$3.1$ JUDICIAL DATA

UniCredit may process judicial data (i.e. personal data relating to criminal convictions and offences or related security measures, including information on pending proceedings) referring to you, in order to verify the subjective and integrity requirements and/or conditions that prevent from being appointed as member of the Board of Statutory Auditors of UniCredit.

In such cases, the processing is necessary to fulfill legal obligations as well as to comply with requests coming from Public or Supervisory Authorities (e.g. filling the questionnaire requested by the ECB). This need represents the legal basis that legitimizes the related data processing. Data provided by you is necessary to comply with the legal obligations; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

4. RECIPIENTS OR CATEGORIES OF RECIPIENTS OF PERSONAL DATA

Your data may be communicated to the natural and legal persons that are acting as "Data Processors", listed in the UniCredit premises and on the website www.unicredit.it, as well as $-$ in the quality of persons authorized to process personal data in relation to the data necessary for the performance of the duties they are assigned to - the natural persons belonging to the following categories: Bank employees or persons on secondment to it, temporary employees, interns, consultants and employees of external companies appointed as Data Processors.

Your data may be communicated:

  • to those subjects to whom this communication must be carried out in compliance with an obligation established by law (e.g. Bank of Italy and ECB), by a regulation or by EU legislation. Further information can be found on the website www.unicredit.it in the "Privacy" section;
  • to Legal Entities belonging to the UniCredit Group (also foreign Legal Entities), subsidiaries or associates under the terms of article 2359 of the Italian Civil Code, when such communication is permitted on the basis of a Garante per la Protezione dei Dati Personali's measure or by a law provision.

The detailed list of subjects to whom the data can be communicated is available on the website www.unicredit.it, in the "Privacy" section.

5. DATA TRANSFER TO THIRD COUNTRIES

UniCredit informs you that your personal data may also be transferred to the Countries outside the European Union or the European Economic Area (so called "Third Countries") if the EU Commission states that the Third Country ensures an adequate level of protection of personal data or in case of other appropriate safeguards, namely when the supplier of UniCredit located in the Third Country contractually ensures an appropriate level of personal data protection (e.g. through the signing of the standard contractual clauses provided by the European Commission), including enforceable and effective data subject rights. Further information can be requested by writing to [email protected].

DATA PROCESSING MODALITIES 6.

The processing of personal data involves the usage of manual and IT instruments with modalities closely connected with the purposes defined above and, in any case, in such a way to guarantee the security and confidentiality of the data.

DATA SUBJECT' RIGHTS $\overline{7}$ .

GDPR grants and assures specific rights, including the right to know what data concerning you are held by UniCredit, as well as how they are used, and the right to obtain, under certain conditions, the copy, the erasure, the update, the rectification or, if interested, the integration of your data, as well as the right to data portability.

7.1 DATA RETENTION PERIOD AND RIGHT TO ERASURE

UniCredit processes and stores your personal data for all the time you keep the role of Statutory Auditor, to execute the related and connected obligations, to comply with the applicable legal, contractual and regulatory obligations, as well as for its own defensive purposes or those of third parties until the expiration of the longest mandatory retention period provided by the applicable law (i.e. 11 years) starting from the date of termination of the relationship with you. UniCredit processes and stores your personal data even after the expiry of the employment relationship when this is necessary for archiving purposes for historical research purposes, according, to the methods set out in the "Ethical rules of processing for archiving purposes in the public interest or historical research"3.

At the end of the applicable mandatory retention period, your personal data will be erased or kept in a form which does not permit your identification (e.g. irreversible anonymization), unless the further processing is necessary for one or more of the following purposes: i) for resolution of pre-litigation and/or litigation, started before the expiration of the mandatory retention period; ii) to follow up with investigations/inspections by internal control functions and/or external authorities, started before the expiration of the mandatory retention period; iii) to follow up with requests from the Italian and/or foreign Public Authorities, received/notified to UniCredit before the expiration of the mandatory retention period.

8. PROCEDURE TO EXERCISE THE RIGHTS

The e-mail address which you can refer to for the exercise of your rights described in the paragraph 7 is the following one: [email protected].

The deadline for the reply is one $(1)$ month, that may be extended for two $(2)$ further months in cases of particular complexity; in these cases, UniCredit informs you about such extension within one (1) month from the receipt of the request. The exercise of rights is, in principle, free of charge.

COMPLAINT OR REPORTING TO THE "GARANTE PER LA PROTEZIONE DEI DATI PERSONALI" 9.

UniCredit informs you that you have the right to lodge a complaint with, or to report to the Garante per la Protezione dei Dati Personali, or else to appeal to the Judicial Authority. The contacts of the Garante per la Protezione dei Dati Personali can be consulted on the website http://www.garanteprivacy.it

3 Record of the provisions 19 December 2018, n. 513

STATEMENT OF CANDIDACY AND DECLARATION ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE OR INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS

The undersigned RAFFAELLA PAGANI born in Milan (MI) on 21 June 1971, tax code PGNRFL71H61F205E, resident in Milan (MI), Italian nationality, in relation to the appointment of the Board of Statutory Auditors of UniCredit S.p.A. ("UniCredit") on the agenda of the Ordinary Shareholders' Meeting convened for April 8th, 2022, under his/her own responsibility.

DECLARES TO

submit her candidacy as $\boxtimes$ substitute Statutory Auditor of the Board of Statutory Auditors of UniCredit and, if appointed, to irrevocably accept her appointment as Statutory Auditor.

In view of the provisions, among others, of art, 26 of the Legislative Decree no. 385 of 1 September 1993 ("TUB"), of art. 148 of the Legislative Decree no. 58 of 24 February 1998 ("TUF"), of the Decree issued by the Ministry of Economics and Finance no. 169 of 23 November 2020 ("Decree"), of the Decree issued by the Ministry of Justice no. 162 of 30 March 2000, of the Supervisory Regulations on banks' corporate governance (Bank of Italy Circular no. 285/2013, First Part, Title IV, Chapter 1, Section III, Paragraph 3.2) and clause 30 of UniCredit S.p.A. Articles of Association and of art. 2, recommendations 7 and 9, of the Italian Corporate Governance Code

STATES THAT

there are no reasons for her ineligibility, forfeiture or incompatibility, and that the undersigned meets the requirements provided for by the current provisions and by the Articles of Association of UniCredit for the appointment as ⊠ substitute Statutory Auditor of the Board of Statutory Auditors of UniCredit; with specific reference to the experience and independence requirements

DECLARES

$\mathbf{L}$ EXPERIENCE REQUIREMENTS

1) $\boxtimes$ to be enrolled with the Legal Auditors Register AND to have practiced the legal auditing of accounts for a period no less than $\Box$ three years $\boxtimes$ five years

Jenrollment no. with the Legal Auditors Register 93047; timeframe: from October 1999 to March 20221

or

  • 2) $\Box$ to have practiced for at least $\Box$ three years $\Box$ five years one or more of the following activities, even alternatively:
  • a) $\Box$ the legal auditing of accounts; [enrollment no. with the Legal Auditors Register: ____________; timeframe: from $(month/year) to$ (month/year)]
  • b) $\Box$ administration or control activities or executive tasks in the credit, financial, securities or insurance sector;

[please

Iplease

E-MARKET
SDIR

indicate the activities and the relevant timeframe

c) $\Box$ administration or control activities or executive tasks at listed companies or companies whose size and complexity are greater than, or comparable to, that of UniCredit (in terms of turnover, nature and complexity of the organisation or activity carried out);

indicate the activities and the relevant timeframe]

$d)$ $\Box$ professional activities as a business accountant or lawyer, undertaken primarily in the credit. financial. securities or insurance sector:

indicate the professional firm and the relevant timeframe]

[please

$e)$ $\Box$ teaching, as university professor of first or second level, subjects concerning - in the field of law - banking, commercial, and/or tax law, as well as the running of financial markets and - in the field of business/finance - banking operations, business economics, accountancy, the running of the securities markets, the running of the financial and international markets and corporate finance, or other subjects which are functional to the credit, financial, securities or insurance sector:

[please

indicate the taught subject, the relevant University and timeframe]

$\square$ performing managerial, executive or top management duties, however called, within public f) organisations or offices of the Public Administration, relating to the credit, financial, securities or insurance sector, or to the investment services sector or to the collective investmentmanagement sector as defined in TUF, whose size and complexity are comparable with that of UniCredit:

Iplease

indicate the function carried out, the relevant entity and timeframe]

H. INDEPENDENCE REQUIREMENTS

  • 3) $\boxtimes$ to possess the independence requirements set forth under art. 148, para. 3, of TUF;
  • 4) $\boxtimes$ to possess the independence requirements set forth under art. 14 of the Decree;
  • 5) $\boxtimes$ to possess the independence requirements set forth under art. 2, recommendations 7 and 9, of the Italian Corporate Governance Code.

The undersigned, also:

  • UNDERTAKES TO. in case of appointment, and, for the substitute Statutory Auditors, in case of subsequent appointment as permanent member of the Board of Statutory Auditors:
  • to devote sufficient time for the effective discharge of the office, also considering the guidance $\bullet$ on the activity carried out by the Statutory Auditors of UniCredit during 2021 described in the "Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." published on the website of UniCredit;

  • to not undertake management or control offices in other companies exceeding the limits set forth by the applicable provisions;

  • UNDERTAKES to timely notify to UniCredit each amendment to the declarations above and to provide, upon request of UniCredit, the appropriate documentation to confirm the truthfulness of the data declared;
  • AUTHORIZES, having read the information notice pursuant to articles 13 and 14 of the General Data Protection Regulation - Reg. (EU) 2016/679 - attached below, the disclosure of the data above and of the information on the personal and professional characteristics set forth in the curriculum vitae, in the so-called "profile form" and in the list of management and control offices currently held in other companies.

Date, place Milan, March 10, 2022

Signature

William

Allegati:

    1. Curriculum vitae (indicating the personal and professional qualities of the candidate)
    1. List of management and control offices currently held in other companies
    1. Competence Requirements "Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." (so-called "profile form")
    1. Information notice on the processing of the personal data by UniCredit

IANNEX 1 - CURRICULUM VITAE] CURRICULUM VITAE IN EUROPEAN FORMAT

PERSONAL INFORMATION

RAFFAELLA PAGANI
-- -- ------------------ -- -- --

Address Telephone

Name

Fax

E-mail

Website

Nationality

02/460722 02/4981537

[email protected] www.studiopagani.net

Italian

Date of birth

Milan, June 21,1971

WORK EXPERIENCE

Professional experience

CHARTERED ACCOUNTANT - STATUTORY AUDITOR

Partner to Studio Associato Pagani - Chartered Accountants www.studiopagani.net Specialized in international affairs. Gained in-depth insight and experience in Financial Statements, Consolidated Financial Statements, international contracts and tax litigations. Member of several Boards of Statutory Auditors, Auditor for Municipalities and Member of Statutory Boards - Supervisory Boards (Legislative Decree 231/01).

E-MARKET
SDIR

Administrative, tax and business Consultant to commercial, industrial and services organizations.

Technical Consultant for civil and criminal cases, mainly in the distribution, production of oil products, gas and other energy industries as well as in the cinematic, television, audiovisual businesses and engineering industry.

Assistant in Tax Litigation Cases.

  • Administrative, Accounting and Tax Assistant to Municipal Special Companies.
  • Administrative and Tax Consultant to commercial and non-commercial entities with

public participation.

From April 2001 to April 2002 Administration Manageress consulting to a mediumlarge Italian company active in the cinematic and television industries.

Current positions

  • B BREMBO S.p.A. Chairman of Board of Auditors since April 2014 (listed); MI AMPLIFON S.P.A. - Chairman of Board of Auditors since April 2015 (listed);
  • AZIMUT HOLDING SPA Indipendent Director since April 2016 (listed) Chairman
  • of Risk and Control Committee and Member of Remuneration Committee;

  • UNICREDIT SPA Deputy Auditor since December 2017;

  • SANOFI S.r.I. Chairman of Board of Auditors since April 2014:
  • NORD-COM S.p.A. Chairman of Board of Auditors since July 2014;
  • VANGUARD LOGISTICS SERVICES S.p.A. Standing Auditor since 2001 to Nov. 2017, Sole Auditor since Nov. 2017:
  • TATA CONSULTANCY SERVICES Italia s.r.l. Standing Auditor since 2009; Chairman of Board of Auditors since June 2017;
  • Dufry Shop Finance Limited Srl Chairman of Board of Auditors since June 2015 to June 2020, Sole Auditor since June 2020;
  • CAL Spa Concessioni Autostradali Lombarde Standing Auditor since June 8, 2016 until June13, 2019 - Chairman of Board of Auditors since June 13, 2019;
  • La Linea S.p.A. Chairman of Board of Auditors since January 2018;
  • Ferrovienord S.p.A. Chairman of Board of Auditors since April 2019;
  • SIB S.p.A. Società Italiana Bricolage Standing Auditor since April 15,2019;
  • SEN S.p.A. Servizio Elettrico Nazionale Standing Auditor since April 16,2019;
  • Fondazione Fiera Milano Chairman of Board of Auditors since August 2019;
  • Fiera Parking S.p.A. Chairman of Board of Auditors since April 27, 2020;
  • ENEL ITALIA S.p.A. Standing Auditor since Feb. 1st, 2020;
  • Enel Power S.p.A. Standing Auditor since April 22, 2020;
  • Autostrade Lombarde S.p.A. Standing Auditor since October 26, 2020;

Single Auditor:

Single Auditor of ALPA S.p.A. since 2005

Auditor in the municipalities of

Comune di Almè (BG) since August 2020

Ended positions

  • e-DISTRIBUZIONE S.p.A. Standing Auditor since April, 2012;
  • ABERTIS ITALIA SRL Chairman of Board of Auditors since September 2016 to December 2016;
  • RECONSULT INFRASTRUTTURE SRL Chairman of Board of Auditors since September 2016 to December 2016
  • AZIMUT LIBERA IMPRESA SGR S.p.A. Indipendent Director since September 2018 until March 2019
  • CESTEC S.p.A. Centro per lo SviluppoTecnologico, l'Energia e la Competitività -Chairman of Board of Auditors since 2000 to 2010;
  • S.E.A. HANDLING S.p.A. Chairman of Board of Auditors since 2004 to April 2014;
  • SEA Aeroporti milanesi S.P.A. Standing Auditor since 2003 to 2013;
  • DISMA S.p.A. Standing Auditor since June 2012 to April 2015;
  • Cargo Clay Logistics S.r.l. Single Auditor since April 2012 to April 2014;
  • Cargo Clay S.r.l. Standing Auditor since April 2009 to March 2012;
  • E LUMIT S.p.A. Standing Auditor since 2009 to April 2018;
  • SEA Energia S, P., A.- Standing Auditor since 2004 since May 2012 to May 2015 Chairman of Board of Auditors;

  • EURO AIRPORTS S.p.A. Chairman of Board of Auditors since May 2012 to Dec. $2018:$

  • ENOI S.p.A. Chairman of Board of Auditors since July 2011 to July 2014;
  • AXOGAS S.p.A. Chairman of Board of Auditors since January 2012 to July 2013;
  • HYDRO DOLOMITI ENEL SRL Standing Auditor since March 2014 to February 29, 2016 (resignation);
  • MALPENSA LOGISTICA EUROPA S.p.A. Chairman of Board of Auditors since December 2010 to April 2014;
  • CBS S.r.l. Standing Auditor since November 2011 to June 2016;
  • AVID Technology s.r.l. Standing Auditor since 2007 to June 2016;
  • BINARI SONORI s.r.l. Standing Auditor since 2009 to 30/12/2011;
  • REITEK S.p.A. Standing Auditor since 2005 to March 2016;
  • MIOTTO ESTE S.p.A. Standing Auditor since 2004 to April 2011;
  • CID Italia S.p.A. Standing Auditor since 2003 to 31/12/2011;
  • Dufrital S.p.A. Standing Auditor since 2004 to June 2016;
  • B&B HOTELS Italia S.p.A. Chairman of Board of Auditors since April 2013 to April 2016:
  • AREXPO SpA Standing auditor since June 2015 to March 3, 2016;
  • ENEL ITALIA S.R.L. Standing auditor since April 2013 to April 2019;
  • Luigi Salvadori S.p.A. Standing Auditor since April 2015 to January 31, 2020;
  • AZIMUT CAPITAL MANAGEMENT sgr SPA Indipendent Director since March 2019 to February 2020;
  • Ended position as Auditor in the municipalities of:
  • Cremona since 01/05/2015 to 01/05/2018 Chairman of Board of Auditors
  • Zelo Buon Persico (LO) 2002-2004
  • Sovico 2003-2005 2006-2008 as Chaiman
  • Buccinasco 2003-2005
  • Pantigliate 2003-2005 2006-2008 as Chairman
  • Tremezzina (CO) since March 2014 (resignation) Single Auditor
  • Calusco D'adda (BG) 2015-2017 Single Auditor
  • Curtatone since March 2016 single Auditor

Over the years, gained a more extensive experience in auditing of local authorities, being versed in new and different procedures for auditors' compliance with the Court of Auditors.

  • Assistance for the development, preparation and management of organisational models, ethical codes and related procedures, with assistance to Supervisory Boards (Organismi di Vigilanza).
  • Chairman of Organismo di Vigilanza Supervisory Board of BREMBO S.p.a. since April 2014 to April 2017;
  • Chairman of Organismo di Vigilanza Supervisory Board of SMEC since April 2018

Experience in D. Lgs. 231/01

I am currently:

Member of Supervisory Board - Organismo di Vigilanza of SEN Servizio Elettrico Nazionale SpA (Enel Group) since May 5, 2020;

  • Compliance Officer Concert Srl (Enel Group) since May 5, 2020
  • Chairman of Organismo di Vigilanza supervisory Board of CONAD Centro Nord S.p.a. since June 2021;
  • Member of Supervisory Board Organismo di Vigilanza of Azimut Holding S.p.a.

EDUCATION AND TRAINING

Licence to practice the profession in March 1996 • Date Exam to practice the profession of Dottore Commercialista at Bocconi University in Milan. • Name and type of education and training

• Date

• Name and type of education and

training

• Date

Bachelor Degree in year 1993/1994 Bachelor Degree in Business&Economics at Università Bocconi in Milano - specialization in Freelancing

• Level in national classification (if appropriate) Grade 110/110

Grade 56/60

High School Degree in year 1990 High School Degree in Milan - Istituto tecnico Mercantile N. Moreschi.

• Name and type of education and training

• Level in national classification (if appropriate)

PERSONAL SKILLS AND COMPETENCE

Acquired in life and career but not necessarily recognized by official certificates and diplomas.

MOTHERTONGUE

ITALIAN

OTHER LANGUAGES

ENGLISH/FRENCH

EXCELLENT EXCELLENT

EXCELLENT

• Reading ability • Writing ability . Oral expression capacity

TECHNICAL SKILLS computer, devices, ect..

GOOD KNOWLEDGE IN THE USE OF PERSONAL COMPUTER, WINDOWS AND OFFICE PACKAGE, OUTLOOK

DRIVING LICENCE

Driving licence B

I authorize the processing of personal data pursuant to Regulation (EU) 2016/679 (GDPR).

Milan, March 10, 2022

ANNEX 2 - LIST OF MANAGEMENT AND CONTROL OFFICES CURRENTLY HELD IN OTHER COMPANIES

E-MARKET
SDIR

  • Indipendent Director of Azimut Holding S.p.A.
  • Chair of the Board of Statutory Auditors of Brembo S.p.A.
  • Chair of the Board of Statutory Auditors of Amplifon S.p.A.
  • Chair of the Board of Statutory Auditors of Sanofi S.r.l.
  • Chair of the Board of Statutory Auditors of Nord-Com S.p.A.
  • Chair of the Board of Statutory Auditors of Tata Consultancy Services Italia S.r.l.
  • Chair of the Board of Statutory Auditors of CAL S.p.A.
  • Chair of the Board of Statutory Auditors of La Linea S.p.A.
  • Chair of the Board of Statutory Auditors of Ferrovie Nord S.p.A. $\blacksquare$
  • Chair of the Board of Statutory Auditors of Fiera Parking S.p.A. $\bullet$
  • Statutory Auditor of Autostrade Lombarde S.p.A. $\bullet$
  • Statutory Auditor of Enel Italia S.p.A.
  • Statutory Auditor of Enelpower S.p.A. $\bullet$
  • Statutory Auditor of S.I.B. Società Italiana Bricolage S.p.A.
  • Statutory Auditor of Servizio Elettrico Nazionale S.p.A.
  • Sole Auditor of Dufry Shop Finance Limited S.r.l.
  • Sole Auditor of Vanguard Logistics Services (Italy) S.r.l.

Date and place, Milan, March 10, 2022 Signature

e-MARKET
SDIR

The undersigned RAFFAELLA PAGANI declares:

  • 1) to possess a good knowledge and experience in the following competence areas1:
  • a) $\Box$ Banking Business, gained through:
  • b) $\boxtimes$ Banking Corporate Governance, gained through:

member of the BoD or Board of Statutory Auditors of listed and financial companies

c) $\boxtimes$ Risk Management, gained through:

member of the BoD or Board of Statutory Auditors of listed and financial companies

d) $\boxtimes$ Internal Control Systems and Internal Audit, gained through:

member of the BoD or Board of Statutory Auditors of listed and financial companies

e) $\boxtimes$ Corporate Legal and Compliance, gained through:

member of the BoD or Board of Statutory Auditors of listed and financial companies

$f$ ) $\boxtimes$ Financial and non-financial Disclosure, gained through:

member of the BoD or Board of Statutory Auditors of listed and financial companies

<sup>1 Indicate (at least) two or more of the competences held.

h) $\Box$ Sustainability (ESG), gained through:

as well as

and the control of the control of the

2) $\boxtimes$ to possess a specific experience on legal matters and adequate knowledge of management and management processes, gained through:

As a member of the BoD and Board of Statutory Auditors of listed and / or financial companies

E-MARKET
SDIR

Date and place, Milan, March 10, 2022 Signature

$\begin{picture}(20,20) \put(0,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1,0){15}} \put(15,0){\line(1$

ANNEX 4 - INFORMATION NOTICE ON THE PROCESSING OF THE PERSONAL DATA BY UNICREDIT

The following information notice aims at providing you with an overview on the use of your personal data by UniCredit S.p.A. and of your rights pursuant to the General Data Protection Regulation - Regulation (EU) 2016/679 (hereinafter also GDPR).

1. DATA CONTROLLER AND DATA PROTECTION OFFICER

The Data Controller is UniCredit S.p.A., with registered office in Milan, Piazza Gae Aulenti n. 3, Tower A. 20154 Milan (UniCredit).

The Data Protection Officer (DPO) can be contacted at:

UniCredit S.p.A. Data Protection Office. Piazza Gae Aulenti n. 1. Tower B, 20154 Milano, E-mail: [email protected], PEC: [email protected].

2. PURPOSE AND LEGAL BASIS OF PROCESSING

UniCredit processes the personal data in its possession, that is collected directly from you, or from the relevant local administrations to verify, among others, their accuracy for the following purposes:

A. Need to fulfill legal obligations deriving from your candidacy as a Statutory Auditor of UniCredit.

These obligations imply, among others, verifying - both during the selection procedures and on an ongoing basis - the compliance with the eligibility requirements for taking on and maintaining the role of Statutory Auditor as well as of specific positions (such as integrity requirements, criteria of correctness, professional experience requirements and competence, independence, time commitment, maximum number of offices covered, respect of the prohibition of interlocking) as required by applicable law, by the Corporate Governance Code (i.e. Codice di Corporate Governance) as well as with social security and fiscal obligations linked to the remuneration provided.

To comply with the above-mentioned obligations, in some cases, UniCredit is required to carry out analyses that concern also your relatives2. For this reason, we kindly ask you to let them aware of this Information Notice.

These needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the obligations arising from your candidacy as a Statutory Auditor of UniCredit; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

B. Fulfilment of legal obligations and requests from Public and Supervisory Authorities, concerning the process, communication and/or disclosure - also during the selection procedures - on the website www.unicreditgroup.eu and/ or on specific corporate documents (e.g. Prospectus / Corporate Governance Report, Financial Statements) of your data (such as data contained in your curriculum vitae and in the list of the tasks carried out by you in other banks and commercial companies, as required by the applicable law, and according to the Articles of Association and the Corporate Governance Code).

The needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the legal obligations, the requests from the Authorities, as well as to take on the role of Statutory Auditor of UniCredit; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

3. CATEGORIES OF PERSONAL DATA PROCESSED

UniCredit processes personal data collected directly from you, or from third parties (e.g. relevant local administrations), which include, but are not limited to, personal data (e.g. name, surname, address, date and place of birth), banking data, information on the financial situation (e.g. patrimonial status, information on credit requests/relationships), positions held and related income, employment relationships, commercial/professional relationships

<sup>2 The relatives scope is identified on the basis of the specific applicable regulations

This information may concern existing or past relationships with UniCredit as well as with Group Legal Entities or third parties.

$3.1$ JUDICIAL DATA

UniCredit may process judicial data (i.e. personal data relating to criminal convictions and offences or related security measures, including information on pending proceedings) referring to you, in order to verify the subiective and integrity requirements and/or conditions that prevent from being appointed as member of the Board of Statutory Auditors of UniCredit. In such cases, the processing is necessary to fulfill legal obligations as well as to comply with requests coming from Public or Supervisory Authorities (e.g. filling the questionnaire requested by the ECB). This need represents the legal basis that legitimizes the related data processing. Data provided by you is necessary to comply with the legal obligations; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

RECIPIENTS OR CATEGORIES OF RECIPIENTS OF PERSONAL DATA $\mathbf{A}$

Your data may be communicated to the natural and legal persons that are acting as "Data Processors", listed in the UniCredit premises and on the website www.unicredit.it, as well as - in the quality of persons authorized to process personal data in relation to the data necessary for the performance of the duties they are assigned to - the natural persons belonging to the following categories: Bank employees or persons on secondment to it, temporary employees, interns, consultants and employees of external companies appointed as Data Processors.

Your data may be communicated:

  • to those subjects to whom this communication must be carried out in compliance with an obligation established by law (e.g. Bank of Italy and ECB), by a regulation or by EU legislation. Further information can be found on the website www.unicredit.it in the "Privacy" section:
  • to Legal Entities belonging to the UniCredit Group (also foreign Legal Entities), subsidiaries or associates under the terms of article 2359 of the Italian Civil Code, when such communication is permitted on the basis of a Garante per la Protezione dei Dati Personali's measure or by a law provision.

The detailed list of subjects to whom the data can be communicated is available on the website www.unicredit.it, in the "Privacy" section.

DATA TRANSFER TO THIRD COUNTRIES 5.

UniCredit informs you that your personal data may also be transferred to the Countries outside the European Union or the European Economic Area (so called "Third Countries") if the EU Commission states that the Third Country ensures an adequate level of protection of personal data or in case of other appropriate safeguards, namely when the supplier of UniCredit located in the Third Country contractually ensures an appropriate level of personal data protection (e.g. through the signing of the standard contractual clauses provided by the European Commission), including enforceable and effective data subject rights. Further information can be requested by writing to Group [email protected].

DATA PROCESSING MODALITIES 6.

The processing of personal data involves the usage of manual and IT instruments with modalities closely connected with the purposes defined above and, in any case, in such a way to guarantee the security and confidentiality of the data.

DATA SUBJECT' RIGHTS 7.

GDPR grants and assures specific rights, including the right to know what data concerning you are held by UniCredit, as well as how they are used, and the right to obtain, under certain conditions, the copy, the erasure, the update, the rectification or, if interested, the integration of your data, as well as the right to data portability.

7.1 DATA RETENTION PERIOD AND RIGHT TO ERASURE

and stores your personal data even after the expiry of the employment relationship when this is necessary for archiving purposes for historical research purposes, according, to the methods set out in the "Ethical rules of processing for archiving purposes in the public interest or historical research3.

At the end of the applicable mandatory retention period, your personal data will be erased or kept in a form which does not permit your identification (e.g. irreversible anonymization), unless the further processing is necessary for one or more of the following purposes: i) for resolution of pre-litigation and/or litigation, started before the expiration of the mandatory retention period; ii) to follow up with investigations/inspections by internal control functions and/or external authorities, started before the expiration of the mandatory retention period; iii) to follow up with requests from the Italian and/or foreign Public Authorities, received/notified to UniCredit before the expiration of the mandatory retention period.

PROCEDURE TO EXERCISE THE RIGHTS $\mathbf{R}$

The e-mail address which you can refer to for the exercise of your rights described in the paragraph 7 is the following one: [email protected].

The deadline for the reply is one (1) month, that may be extended for two (2) further months in cases of particular complexity; in these cases. UniCredit informs you about such extension within one (1) month from the receipt of the request. The exercise of rights is, in principle, free of charge.

COMPLAINT OR REPORTING TO THE "GARANTE PER LA PROTEZIONE DEI DATI PERSONALI" $\Omega$

UniCredit informs you that you have the right to lodge a complaint with, or to report to the Garante per la Protezione dei Dati Personali, or else to appeal to the Judicial Authority. The contacts of the Garante per la Protezione dei Dati Personali can be consulted on the website http://www.garanteprivacy.it

<sup>3 Record of the provisions 19 December 2018, n. 513

STATEMENT OF CANDIDACY AND DECLARATION ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE OR INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS

The undersigned PAOLA MANES born in Rome (RM) on July 9, 1972, tax code MNSPLA72L49H501A. resident in Bologna (BO), Italian nationality, in relation to the appointment of the Board of Statutory Auditors of UniCredit S.p.A. ("UniCredit") on the agenda of the Ordinary Shareholders' Meeting convened for April 8th, 2022, under her own responsibility.

DECLARES TO

submit her candidacy as ⊠ substitute Statutory Auditor of the Board of Statutory Auditors of UniCredit and. if appointed, to irrevocably accept her appointment as Statutory Auditor.

In view of the provisions, among others, of art. 26 of the Legislative Decree no. 385 of 1 September 1993 ("TUB"), of art. 148 of the Legislative Decree no. 58 of 24 February 1998 ("TUF"), of the Decree issued by the Ministry of Economics and Finance no. 169 of 23 November 2020 ("Decree"), of the Decree issued by the Ministry of Justice no. 162 of 30 March 2000, of the Supervisory Regulations on banks' corporate governance (Bank of Italy Circular no. 285/2013, First Part, Title IV, Chapter 1, Section III. Paragraph 3.2) and clause 30 of UniCredit S.p.A. Articles of Association and of art. 2, recommendations 7 and 9, of the Italian Corporate Governance Code

STATES THAT

there are no reasons for her ineligibility, forfeiture or incompatibility, and that the undersigned meets the requirements provided for by the current provisions and by the Articles of Association of UniCredit for the appointment as ⊠ substitute Statutory Auditor of the Board of Statutory Auditors of UniCredit; with specific reference to the experience and independence requirements

DECLARES

$\mathbf{I}$ EXPERIENCE REQUIREMENTS

1) $\Box$ to be enrolled with the Legal Auditors Register AND to have practiced the legal auditing of accounts for a period no less than $\Box$ three years $\Box$ five years

[enrollment no. with the Legal Auditors Register [1] [1] timeframe: from $(month/year) to$ (month/year)

$\alpha$ r

  • 2) $\boxtimes$ to have practiced for at least $\Box$ three years $\boxtimes$ five years one or more of the following activities, even alternatively:
  • a) $\Box$ the legal auditing of accounts; fenrollment no. with the Legal Auditors Register: www. filmeframe: from $(month/year) to$ (month/year)
  • b) $\boxtimes$ administration or control activities or executive tasks in the credit, financial, securities or insurance sector:

INDEPENDENT DIRECTOR: UNIPOL GRUPPO S.P.A.
UNIPOL BARKA S.P.A. (2016; L $2013 - 2016$ Iplease

indicate the activities and the relevant timeframe)

c) @ administration or control activities or executive tasks at listed companies or companies whose size and complexity are greater than, or comparable to, that of UniCredit (in terms of turnover, nature and complexity of the organisation or activity carried out); $_{200}$ 6)

INDERENDENT OINEROM UNIPOGRUPPO $SPA$ indicate the activities and the relevant timeframe]

$d)$ $\boxtimes$ professional activities as a business accountant or lawyer, undertaken primarily in the credit, financial, securities or insurance sector:

Lawyer, Studio Legale Cartwright-Pescatore 2012-2022

Iplease indicate the professional firm and the relevant timeframe]

e) $\boxtimes$ teaching, as university professor of first or second level, subjects concerning – in the field of law - banking, commercial, and/or tax law, as well as the running of financial markets and - in the field of business/finance - banking operations, business economics, accountancy, the running of the securities markets, the running of the financial and international markets and corporate finance, or other subjects which are functional to the credit, financial, securities or insurance sector:

Civil Law (Diritto Privato), University of Bologna, 200/;2022

[please indicate the taught subject, the relevant University and timeframe]

$\Box$ performing managerial, executive or top management duties, however called, within public $\mathbb{D}$ organisations or offices of the Public Administration, relating to the credit, financial, securities or insurance sector, or to the investment services sector or to the collective investmentmanagement sector as defined in TUF, whose size and complexity are comparable with that of UniCredit:

Diease

E-MARKET
SDIR $C$ EDTIEIED

indicate the function carried out, the relevant entity and timeframe]

INDEPENDENCE REQUIREMENTS II.

  • $\boxtimes$ to possess the independence requirements set forth under art. 148, para. 3, of TUF; 3)
  • $\boxtimes$ to possess the independence requirements set forth under art. 14 of the Decree; 4)
  • $\boxtimes$ to possess the independence requirements set forth under art. 2, recommendations 7 and 9, $51$ of the Italian Corporate Governance Code.

The undersigned, also:

  • UNDERTAKES TO, in case of appointment, and, for the substitute Statutory Auditors, in case of subsequent appointment as permanent member of the Board of Statutory Auditors:
  • to devote sufficient time for the effective discharge of the office, also considering the guidance on the activity carried out by the Statutory Auditors of UniCredit during 2021 described in the

"Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." published on the website of UniCredit;

  • to not undertake management or control offices in other companies exceeding the limits set $\bullet$ forth by the applicable provisions;
  • UNDERTAKES to timely notify to UniCredit each amendment to the declarations above and to provide, upon request of UniCredit, the appropriate documentation to confirm the truthfulness of the data declared:
  • AUTHORIZES, having read the information notice pursuant to articles 13 and 14 of the General Data Protection Regulation - Reg. (EU) 2016/679 - attached below, the disclosure of the data above and of the information on the personal and professional characteristics set forth in the curriculum vitae, in the so-called "profile form" and in the list of management and control offices currently held in other companies.

Date, place Eliognie, 113 22
Signature Roel Lewis

Allegati:

    1. Curriculum vitae (indicating the personal and professional qualities of the candidate)
    1. List of management and control offices currently held in other companies
    1. Competence Requirements "Qualitative and quantitative composition of the Board of Statutory Auditors of UniCredit S.p.A." (so-called "profile form")
    1. Information notice on the processing of the personal data by UniCredit

Annex 1 - Curriculum Vitae

PretAvv. Paola Manes Full rofessor of Private law Urt TVIrsity of Bologna

Curriculum Vitae

W

E-MARKET
SDIR

PERSONAL INFORMATION

Prof. Avv. Paola Manes

WORK EXPERIENCE

Independent Director 2019-ongoing Unipolrec s.p.a.

Independent Director 2016-2019 Unipol Banca S.p.A.

  • Member of Supervisory Body 2018-ongoing Philips Saeco S.p.A.
  • Substitute Auditor 2016-ongoing

Unicredit S.p.A.

Board of directors Bologna Business School 2019 ongoing

Independent Director 2013-2016 Unipol Gruppo Finanziario S.p.A.(Financial Group) Bologna, Italy Part of Risk Management Committee, Supervisory Board, Remuneration Committee

Avvocato cassazionista 2022 Admitted to the Supreme Court, Corte di Cassazione Rome

Of counsel 2012-ongoing Studio Legale Cartwright-Pescatore, International Law Office Bologna, Italy

Professor of Comparative Private Law 2012-2022 Alma Mater Studiorum - University of Bologna, School of Law Bologna, Italy

Pr $\mathcal{P}^{\dagger}$ Avv. Paola Manes As Sciate professor of Private law University of Bologna

Full Professor of Private Law 2020 Alma Mater Studiorum - University of Bologna, Department of Legal Sciences Bologna, Italy

Scientific Board CEDE 2022

Centre for Digital Ethics, directed by Lucuiano Floridi, University of Bologna

Arbitrator 2013

Autorità per la vigilanza sui contratti pubblici di lavori servizi e forniture (AVCP) (Authority for the Supervision of Public Contracts for Work) Italy

2012 Expert in ICC arbitration proceedings London, UK

Arbitrator 2010

Camera Arbitrale e di Conciliazione della Cooperazione (Conciliation and ArbitrationChamber) of Emilia Romagna, Italy

2005-2011 Legal professional Studio Legale Galgano, Bologna, Italy

Of counsel 2004 Studio Legale e Tributario Camozzi e Bonissoni Milan, Italy

2004-2005 External consultant Sviluppo Italia S.p.A. Priof. Avv. Paola Manes
A≶sociate professor of Private law
Ur#iversity of Bologna

2002 Legal professional
Withers LLP
London, UK
2002 Legal professional
Studio Legale Galgano,
Milan, Italy
EDUCATION AND
TRAINING
2009 Research Fellow in Private Law
Alma Mater Studiorum - University of Bologna, School of Law (Campus of
Bologna)
2005 Research Associate in Private Law
Alma Mater Studiorum - University of Bologna, School of Economy (Campus of
Rimini)
2001 PhD in Civil Law
Alma Mater Studiorum - University of Bologna
1998 LLM (Master of Laws)
University of London, King's College London
1998 Professional Law Qualification
1994 Law Degree
110/110 with
honours
Alma Mater Studiorum - University of Bologna
PERSONAL SKILLS
Mother tongue(s) Italian
Other language(s) UNDERSTANDING SPEAKING WRITING

E-MARKET
SDIR $\begin{tabular}{|c|c|} \hline \quad \quad & \quad \quad & \quad \quad \ \hline \textbf{CERTIFIED} \end{tabular}$

PrOi, Avv. Paola Manes
As Sociate professor of Private law
Uny iversity of Bologna

Listening Reading Spoken
interaction
Spoken
production
English C2 C2 C2 C2 C2
French B 2 B2 B 2 B2 B1
Common European Framework of Reference for Languages Levels: A1/A2: Basic user - B1/B2: Independent user - C1/C2 Proficient user
PUBLICATIONS
Commentaries Co-direction of the Commentary of the Italian Civil Code, ed. Giappichelli,
Turin, 2018.
Comments to Articles 768-bis to 768-octies, 1703 to 1730, 1987 to 1991, and
2447-bis to 2447-decies of the Italian Civil Code, ed. Giappichelli, Turin, 2018.
Commentary to artt. 28 c.c., 768 bis- octies c.c., Codice della famiglia, directed
by Michele Sesta, III ed., Milan, 2015.
"Patrimoni destinati a uno specifico affare", Commentario Scialoja-Branca-
Galgano, directed by De Nova, artt. 2447-bis, ter, quater, quinquies, octies,
decies, Bologna, 2013, pp. 1-393.
Commentary to artt. 32; 1703-1730; 1987-1991; 2740-2744; 2447 bis-decies
ICC, Codice commentato La Tribuna, directed by Francesco Galgano, II ed.,
Piacenza, 2008, 2009, 2010, 2012.
Commentary to artt.: 14, 15, 24, 28 c.c., art. 1 d.p.r. 361/2000, artt. 1, 2, 11, 15
1 16 Hague Convention July 1st, 1985 on the law applicable to trusts and on
their recognition, Codice delle successioni , directed by Michele Sesta, Milan,
2011.
Commentary to art. 4 Consumer Code, Commentario al Codice del Consumo,
directed by Rita Rolli, Piacenza, 2010, pp. 119-125.
Commentary to artt. 28 e 768 bis-octies ICC., "Del patto di famiglia", Codice
della famiglia, directed by Michele Sesta, II ed., Milan, 2009.

Prdf. Avv. Paola Manes A-Stciate professor of Private law Ura Iversity of Bologna

  • "Il superamento della personalità giuridica. L'esperienza inglese", Padua. Monographs ** 1999.
  • "Il consenso al trattamento dei dati personali", Padua. 2001.
  • "Fondazione fiduciaria e patrimoni allo scopo". Padua, 2005;
  • Interpretazione di buona fede del contratto internazionale tra Italia e Inghilterra, un approccio casistico, Torino, 2019,
  • "Il diritto di pentimento nei contratti dei consumatori dalla legislazione Articles 彏 francese alla normativa italiana in attuazione della direttiva 85/577", Contratto e Impresa Europa, 1996, pp. 674-704;
    • "La teoria del lifting the veil in Inghilterra", in Contratto e Impresa, 1999, pp. 718-829:
    • "Diritto di recesso dal contratto di apertura di credito a tempo indeterminato e violazione della buona fede". Contratto e Impresa. 1999. pp. 920-938:
    • "La segregazione patrimoniale nelle operazioni finanziarie", Contratto e Impresa, 2001; pp. 1362-1393;
    • "Abuso di direzione unitaria e responsabilità degli amministratori della controllante: verso l'affermazione di un principio generale", Contratto e Impresa, 2002, pp.1-43;
    • "Il consenso al trattamento dei dati personali tra contratto ed atto", in "Le obbligazioni", directed by Massimo Franzoni, series " I grandi Temi", Torino, 2004, pp. 1025-1073;
    • "L'atto unilaterale di trust", in "Le obbligazioni", directed by Massimo Franzoni, series " I grandi Temi", Torino, 2004, pp. 699-710;
    • "Il trustee esecutore testamentario", Trusts e attività fiduciarie, 2002, pp. 540-548.
    • Trust e art. 2740 c.c.: un problema finalmente risolto", Contratto e impresa, 2002, pp. 570-583;
    • "Il trust del modello inglese, la convenzione de l'Aja, Società, contratti, metodo, Quaderni del notariato, n. 11, Milano, 2002, pp. 333-351;
    • "Sui patrimoni destinati ad uno specifico affare" nella riforma del diritto societario", Contr. Impr., 2003, pp. 181-210

ProfAvy, Paola Manes ASStciate professor of Private law Uraiversity of Bologna

  • "Resulting trust: basta la prova della volontà di trasferire il solo legal interest". i. Trusts e attività fiduciarie, 2004, pp. 240-244;
  • "Le nuove prospettive in materia di fondazioni", Contratto e Impresa, 2004, p. 265-274:
  • "Credito fondiario, revocatoria fallimentare e "istituti di credito fondiario": un'interpretazione evolutiva", Contratto e Impresa, 2004, pp. 980-987;
  • "Fondazioni e venture philantropy: come coniugare logica del profitto ed etica 灩 del dono". Contratto e impresa, 2006, pp. 1479-1484;
  • "La norma sulla trascrizione di atti di destinazione è, dunque, norma sugli effetti": Contratto e impresa, 2006, p. 626-633;
  • "Prime considerazioni sul patto di famiglia nella gestione del passaggio generazionale della ricchezza familiare", Contratto e impresa, 2006, pp. 539-578:
  • "I trust di scopo nel modello internazionale", VV.AA.., Trust: opinioni a confronto, directed by Barla De Guglielmi, Milan, 2006, pp. 350-360;
  • "Trust e passaggio generazionale dell'impresa di famiglia, Il nuovo diritto di famiglia", directed by Gilda Ferrando, Turin, 2007, pp. 811-856;
  • * "I rimedi a tutela dei beneficiari, I trust interni e la legge della Repubblica di San marino sui trust", directed by Manes and Soldati, Rimini, 2007, pp. 67-72;
  • Chapter "Patto di famiglia", in Il diritto, Legal Dictrionary by Il Sole 24 ore, Milan, 2007, pp. 46-59;
  • "La legge della Repubblica di San Marino sui trust: i beneficiari e la loro tutela", Contratto e Impresa, 2007, pp. 257-263;
  • "Prime considerazioni sulla responsabilità del dirigente preposto alla redazione dei documenti contabili societari", in Le nuove regole del mercato finanziario, directed by Galgano-Roversi Monaco, Tr. dir. comm. e pubbl. dell'economia, directed by Galgano, vol. LII, Padua, 2009;
  • "Destinazione patrimoniale e trust in funzione di garanzia per finanziamenti all'impresa", Il finanziamento delle PMI; directed by Cafaggi and Vella, Padua, 2008, pp. 75-89

PrdtAvv. Paola Manes As Sciate professor of Private law Urlivesity of Bologna

  • "I trust per il passaggio generazionale dell'azienda di famiglia", in Donozioni. à patti di famiglia e trust familiari, directed by Costanza, Del Prato, Manes. Turin, 2010;
  • "Curatela" in Donazioni, patti di famiglia e trust familiari, directed by Costanza, Del Prato, Manes, Turin, 2010;
  • "I patrimoni destinati ad uno specifico affare" in La protezione dei patrimoni. ¥ directed by Montefameglio, Rimini, 2010, pp. 373-419;
  • "Il trust in Italia" in Atlante di diritto privato comparato, Zanichelli, Bologna, 2010, p. 212;
  • "Il trust abitativo, l'art. 2645-ter come norma sugli effetti e prove di un trust giudiziale", Contr. impr., 2013, pp. 605-616.
  • "Bank guarantees between civil and common law features and the issue of 靈 termination", Contratto e Impresa Europa, 2013;
  • " "Il trust abitativo, l'art. 2645-ter come norma sugli effetti e prove di un trust giudiziale". Contratto e Impresa, 2013, pp. 605-616;
  • Chapter "Trust interno", Digesto discipline privatistiche, sezione civile. Turin. 2013, pp. 769-814;
  • "La responsabilità patrimoniale del creditore", in L'esame di diritto privato. directed by Patti, Turin, 2015;
  • "I patrimoni destinati ad uno specifico affare", in VV.AA.., La protezione dei patrimoni, directed by Montefameglio, IV ed., Rimini, 2015;

"I finanziamenti destinati ad uno specifico affare". Le operazioni finanziamento, directed by Francesco Galgano, directed by Elisabetta

Panzarini, Angelo Dolmetta, Sergio Patriarca, Bologna 2016.
As sociate professor of Private law

Urffversity of Bologna

  • VV. AA., Solvency II: A Dynamic Challenge for the Insurance Market, edited by Mads Andenas, Renzo Giovanni Avesani, Paola Manes, Francesco Vella, Philip R. Wood, Bologna, 2017.
  • I finanziamenti destinati ad uno specifico affare. Le operazioni di 獵 finanziamento, diretta da Francesco Galgano, a cura di Elisabetta Panzarini, Angelo Dolmetta, Sergio Patriarca, Bologna 2016;
  • Corporate Governance: the Approach to Risk and the Insurance Industry under Solvency II, in AA, VV., Solvency II: A Dynamic Challenge for the Insurance Market, a cura di Mads Andenas, Renzo Giovanni Avesani, Paola Manes, Francesco Vella, Philip R. Wood, Bologna, 2017;
  • Commento agli artt. 768 bis- octies c.c., Codice dell'unione civile e delle convivenze, a cura di Michele Sesta, Milano, 2017;
  • La nuova normativa Solvency II: corporate governance, approccio al rischio e mercato assicurativo europeo; Contr. impr. Europa, 2018, pp. 240-289;
  • L'interesse del beneficiario secondo la Corte di San Marino", in Trust e attività fiduciarie, 2018, pp. 463-465;
  • "Trust autodichiarato e vincoli di destinazione: l'effetto segregativo", in Trust e attività fiduciarie, 2018, pp. 477-487;
  • Commento agli artt. 22-25-ter Testo unico della finanza, a cura di Vincenzo Calandra-Bonaura, in corso di pubblicazione;
  • Commento agli artt. 120 quinquies-noviesdecies Testo unico bancario, a cura di Francesco Vella, Milano, 2019;
  • Assessing Conduct Risk: a new challenge for sustainable corporate governance, European Business Law Review, 2019, vol 30, issue 6, pp. 985-1014:
  • Legal challenges in the Realm of InsurTech, European Business Law Review, $\mathbf{R}$ 2020, issue 1, vo. 31, pp. 129-168;
  • Insurance and the legal challenges of automated decisions An EU perspective; Routledge Handbook of Financial Technology and Law, fris H-Y Chiu, Gudula Deipenbrock, Londra, 2021, pp. 213-226.

Priol Avv. Paola Manes
A≶Stciate professor of Private law
Urefversity of Bologna

CONFERENCES,
COURSES AND
SEMINARS
March 2018 Scientific direction of the International Seminar "The international contract: old
and new issues for judge, arbitrator, undertakings and professionals"
University of Bologna
December 2017 Speaker at the Seminar "Contemporary issues in Financial Markets Law and
Company Law - National, International, European and Comparative perspectives"
Institute of Advanced Legal Studies - London, UK
22 May 2017 Scientific direction in launch event of the handbook "Solvency II: a dynamic
challenge for the insurance sector"
MIB-Trieste School of Management - Trieste, Italy
April 2017 Lecturer in Business Law
MBA, Bologna Business School
March 2017 Speaker at the Seminar "Regulating and supervising European Financial Markets:
challenges, opportunities and risks*
King's College London
2017 Seminar and book launch: Contemporary changes in Regulating and Supervising
European Financial Markets - Quo Vadis European Union?
University of Applied Sciences, Berlin
2016 Seminar and book launch (Mads Andenas): Contemporary changes in Regulating
and Supervising European Financial Markets
University of Oslo, Institute of Private Law and Private Comparative Law, Faculty
of Law
22 November 2016 Scientific direction of international seminar "The role of comparative law in
judicial
decisions"
University of Bologna
2014-2015 LLM Banking and Finance Lecturer
Queen Mary University London, Institute for Commercial Studies - London, UK
2014 Scientific direction of the international seminar "Sovereign debt: management and
sustainability"
Alma mater studiorum - University of Bologna - Bologna, Italy
2013, 2016 LLM Lecturer
IE University - Madrid, Segovia, Spain
2013-2014 Lecturer at Alma Graduate School
Alma mater studiorum - University of Bologna - Bologna, Italy

E-MARKET
SDIR CERTIFIED

Prol Avv. Paola Manes As Sciate professor of Private law Urfiversity of Bologna

Tutor, scholarship on fiduciary duty and third parties' rights ("Il segreto fiduciario e 2013 i diritti dei terzi") Alma mater studiorum - University of Bologna, Department of Legal Sciences -

Bologna, Italy

  • Lecturer at Master in Trust Law 2012-2018 Consorzio Uniforma - Roma, Italy
  • LLM Lecturer 2005-2006 King's College London - London, UK

Lecturer at more than 50 conferences on topics related to Civil Law, Business Law and Comparative Law

OTHER PROJECTS

  • *World Universities Comparative Law Project Allen & Overy, Global Law Intelligence Unit-Professor Philip Wood (2014-2015).
  • *Project by Alma idea "Destinazione patrimoniale e causa fiduciaria: un approccio interdisciplinare per un prospettiva ricostruttiva unitaria" (2017subject to change).

Bologna, March 2022

ANNEX 2-LIST OF MANAGEMENT AND CONTROL OFFICES CURRENTLY HELD IN OTHER COMPANIES

Independent Director of UnipolRec S.p.A.

Date and place, $\sum_{i=1}^{n}$ WALLS II $\mathbb{Z}$
Signature XXIII

ANNEX 3- PROFILE FORM (COMPETENCE REQUIREMENTS - "QUALITATIVE AND QUANTITATIVE COMPOSITION OF THE UNICREDIT S.P.A. BOARD OF STATUTORY AUDITORS")

The undersigned PAOLA MANES declares:

  • 1) to possess a good knowledge and experience in the following competence areas1:
  • a) & Banking Business, gained through:

E-MARKET
SDIR

b) S Banking Corporate Governance, gained through:

$A$ $S-5$

c) $\boxtimes$ Risk Management, gained through:

$0$ NI DO $2$ se 20ESCDENTE $0N$ TTEF $-7 + 1$

d) $\boxtimes$ Internal Control Systems and Internal Audit, gained through:

$\mathcal{L}$

e) ⊠ Corporate Legal and Compliance, gained throught

$\uparrow$ $\Box$ Financial and non-financial Disclosure, gained through:

<sup>1 Indicate (at least) two or more of the competences held,

  • g) Digital Technology, gained throught
  • h) □ Sustainability (ESG), gained through; as well as 2) Xito possess a specific experience on legal matters and adequate knowledge of management and management processes, gained through: TEACHINO $PCD$ ATULA េត្ត AIP

E-MARKET CERTIFIED

$\sim$ $\omega$ . $\sim$
Date and place,
v
Signature
" A

ANNEX 4 - INFORMATION NOTICE ON THE PROCESSING OF THE PERSONAL DATA BY UNICREDIT

The following information notice aims at providing you with an overview on the use of your personal data by UniCredit S.p.A. and of your rights pursuant to the General Data Protection Regulation - Regulation (EU) 2016/679 (hereinafter also GDPR).

E-MARKET
SDIR

DATA CONTROLLER AND DATA PROTECTION OFFICER $\mathbf{1}$ .

The Data Controller is UniCredit S.p.A., with registered office in Milan, Piazza Gae Aulenti n. 3, Tower A. 20154 Milan (UniCredit).

The Data Protection Officer (DPO) can be contacted at:

UniCredit S.p.A. Data Protection Office. Piazza Gae Aulenti n. 1, Tower B, 20154 Milano, E-mail: [email protected], PEC: [email protected],

PURPOSE AND LEGAL BASIS OF PROCESSING $21$

UniCredit processes the personal data in its possession, that is collected directly from you, or from the relevant local administrations to verify, among others, their accuracy for the following purposes:

A. Need to fulfill legal obligations deriving from your candidacy as a Statutory Auditor of UniCredit. These obligations imply, among others, verifying - both during the selection procedures and on an ongoing basis - the compliance with the eligibility requirements for taking on and maintaining the role of Statutory Auditor as well as of specific positions (such as integrity requirements, criteria of correctness, professional experience requirements and competence, independence, time commitment, maximum number of offices covered, respect of the prohibition of interlocking) as required by applicable law, by the Corporate Governance Code (i.e. Codice di Corporate Governance) as well as with social security and fiscal obligations linked to the remuneration provided.

To comply with the above-mentioned obligations, in some cases, UniCredit is required to carry out analyses that concern also vour relatives2. For this reason, we kindly ask you to let them aware of this Information Notice.

These needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the obligations arising from your candidacy as a Statutory Auditor of UniCredit; without your personal data. UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

B. Fulfilment of legal obligations and requests from Public and Supervisory Authorities, concerning the process, communication and/or disclosure - also during the selection procedures - on the website www.unicreditgroup.eu and/ or on specific corporate documents (e.g. Prospectus / Corporate Governance Report, Financial Statements) of your data (such as data contained in your curriculum vitae and in the list of the tasks carried out by you in other banks and commercial companies, as required by the applicable law, and according to the Articles of Association and the Corporate Governance Code).

The needs represented above are the legal basis legitimizing the related data processing. Data provided by you is necessary to comply with the legal obligations, the requests from the Authorities, as well as to take on the role of Statutory Auditor of UniCredit; without your personal data, UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

3. CATEGORIES OF PERSONAL DATA PROCESSED

UniCredit processes personal data collected directly from you, or from third parties (e.g. relevant local administrations), which include but are not limited to, personal data (e.g. name, surname, address, date and place of birth), banking data, information on the financial situation (e.g. patrimonial status, information on credit requests/relationships), positions held and related income employment relationships, commercial/professional relationships

<sup>2 The relatives scope is identified on the basis of the specific applicable regulations

This information may concern existing or past relationships with UniCredit as well as with Group Legal Entities or third parties.

$3.1$ JUDICIAL DATA

UniCredit may process judicial data (i.e. personal data relating to criminal convictions and offences or related security measures, including information on pending proceedings) referring to you, in order to verify the subjective and integrity requirements and/or conditions that prevent from being appointed as member of the Board of Statutory Auditors of UniCredit. In such cases, the processing is necessary to fulfill legal obligations as well as to comply with requests coming from Public or Supervisory Authorities (e.g. filling the questionnaire requested by the ECB). This need represents the legal basis that legitimizes the related data processing. Data provided by you is necessary to comply with the legal obligations; without your personal data. UniCredit would not be in a position to establish a relationship with you or to comply with the law obligations.

4. RECIPIENTS OR CATEGORIES OF RECIPIENTS OF PERSONAL DATA

Your data may be communicated to the natural and legal persons that are acting as "Data Processors", listed in the UniCredit premises and on the website www.unicredit.it, as well as - in the quality of persons authorized to process personal data in relation to the data necessary for the performance of the duties they are assigned to - the natural persons belonging to the following categories: Bank employees or persons on secondment to it, temporary employees, interns, consultants and employees of external companies appointed as Data Processors.

Your data may be communicated:

  • to those subjects to whom this communication must be carried out in compliance with an obligation established by law (e.g. Bank of Italy and ECB), by a regulation or by EU legislation. Further information can be found on the website www.unicredit.it in the "Privacy" section;
  • to Legal Entities belonging to the UniCredit Group (also foreign Legal Entities), subsidiaries or associates under the terms of article 2359 of the Italian Civil Code, when such communication is permitted on the basis of a Garante per la Protezione dei Dati Personali's measure or by a law provision.

The detailed list of subjects to whom the data can be communicated is available on the website www.unicredit.it. in the "Privacy" section.

DATA TRANSFER TO THIRD COUNTRIES 5.

UniCredit informs you that your personal data may also be transferred to the Countries outside the European Union or the European Economic Area (so called "Third Countries") if the EU Commission states that the Third Country ensures an adequate level of protection of personal data or in case of other appropriate safequards, namely when the supplier of UniCredit located in the Third Country contractually ensures an appropriate level of personal data protection (e.g. through the signing of the standard contractual clauses provided by the European Commission), including enforceable and effective data subject rights. Further information can be requested by writing to Group [email protected].

6. DATA PROCESSING MODALITIES

The processing of personal data involves the usage of manual and IT instruments with modalities closely connected with the purposes defined above and, in any case, in such a way to guarantee the security and confidentiality of the data.

7. DATA SUBJECT' RIGHTS

GDPR grants and assures specific rights, including the right to know what data concerning you are held by UniCredit, as well as how they are used, and the right to obtain, under certain conditions, the copy, the erasure, the update, the rectification or If interested, the integration of your data, as well as the right to data portability.

7.1 DATA RETENTION PERIOD AND RIGHT TO ERASURE

UniCredit processes and stores your personal data for all the time you keep the role of Statutory Auditor, to execute the related and connected obligations, to comply with the applicable legal, contractual and regulatory obligations, as well as for its own defensive purposes or those of third parties until the expiration of the longest mandatory retention period provided by the applicable law (i.e. 11 years) starting from the date of termination of the relationship with you. UniCredit processes and stores your personal data even after the expiry of the employment relationship when this is necessary for archiving purposes for historical research purposes, according, to the methods set out in the "Ethical rules of processing for archiving purposes in the public interest or historical research3.

At the end of the applicable mandatory retention period, your personal data will be erased or kept in a form which does not permit your identification (e.g. irreversible anonymization), unless the further processing is necessary for one or more of the following purposes: i) for resolution of pre-litigation and/or litigation, started before the expiration of the mandatory retention period; ii) to follow up with investigations/inspections by internal control functions and/or external authorities. started before the expiration of the mandatory retention period; iii) to follow up with requests from the Italian and/or foreign Public Authorities, received/notified to UniCredit before the expiration of the mandatory retention period.

PROCEDURE TO EXERCISE THE RIGHTS 8.

The e-mail address which you can refer to for the exercise of your rights described in the paragraph 7 is the following one: [email protected].

The deadline for the reply is one (1) month, that may be extended for two (2) further months in cases of particular complexity; in these cases. UniCredit informs you about such extension within one (1) month from the receipt of the request. The exercise of rights is, in principle, free of charge.

COMPLAINT OR REPORTING TO THE "GARANTE PER LA PROTEZIONE DEI DATI PERSONALI" 9.

UniCredit informs you that you have the right to lodge a complaint with, or to report to the Garante per la Protezione dei Dati Personali, or else to appeal to the Judicial Authority. The contacts of the Garante per la Protezione dei Dati Personali can be consulted on the website http://www.garanteprivacy.it