Unicredit — M&A Activity 2022

Aug 11, 2022

Informal translation from Italian to English

Merger Plan of

CRIVELLI S.R.L.

into

UniCredit S.p.A.

MERGER PLAN OF CRIVELLI S.R.L. INTO UNICREDIT S.P.A., PURSUANT TO ARTICLES 2501 ET SUBS. OF THE ITALIAN CIVIL CODE

Companies involved in the merger 1.

Incorporating Company

UNICREDIT S.P.A.

• Registered office in Milan Piazza Gae Aulenti 3 Tower A 20154 $\bullet$
• Share Capital of Euro 21.220.169.840,48 fully paid in. $\bullet$
• Fiscal Code, VAT number and Registration number with the Company Register of Milan-Monza- $\bullet$ Brianza-Lodi:00348170101
• $\bullet$ Registered in the Register of Banking Groups and Parent Company of the UniCredit Group, with. code 02008.1; ABI code 02008.1
• Member of the National Interbank Deposit Guarantee Fund and the National Compensation $\bullet$ Fund

Incorporated Company

CRIVELLI S.R.L.

• Registered Office in Milan Via Livio Cambi, 5
• Share Capital of Euro 10.000,00 fully paid in $\bullet$
• Fiscal code, VAT number and registration number with the Company Register of Milan-Monza-Brianza-Lodi: 04638140964
• Company subject to management and co-ordination of UniCredit S.p.A. $\bullet$

Type of merger $2.$

The merger referred to in this plan will be carried out - pursuant to article 2501 and subs. of Italian Civil Code - through the incorporation into UniCredit S.p.A. (hereinafter "UniCredit" or the "Incorporating Company") of Crivelli S.r.l. (hereinafter the "Incorporated Company").

3. By-laws of the Incorporating Company

The By-laws of the Incorporating Company will not be amended following to this merger.

4. Exchange ratio

UniCredit holds the whole share capital of the Incorporated Company.

This circumstance allows to give execution to the merger according to the path set by art. 2505 of the Italian Civil Code, applying the envisaged procedural simplifications.

The provisions set by art. 2501-ter, first item, n. 3 (Exchange ratio), n. 4 (Assignment of the Incorporating Company shares) and n. 5 (Date from which shares of the Incorporating Company issued in exchange shall participate in the distribution of profits) of the Italian Civil Code, as well as those set by articles 2501-quinquies and sexies of the Italian Civil Code, will not be enforced.

Furthermore, since the merger is by incorporation of a wholly-owned subsidiary, there is no need to prepare the balance sheet pursuant to art. 2501-quater of the Italian Civil Code.

Following the merger, the shares of the Incorporated Company held by UniCredit will be cancelled, without defining any exchange ratio and without issuing and assigning new shares of the Incorporating Company, in accordance with art. 2504-ter, item 2, of the Italian Civil Code.

5. Legal effects of the Merger

The merger shall have legal effects vis-à-vis third parties - pursuant to article 2504-bis of the Italian Civil Code - as from the date of the last filing made pursuant to art. 2504 of the Italian Civil Code, or as from a subsequent date that could be indicated in the merger deed.

As from the same date, all the rights and obligations of the Incorporated Company shall be considered to have been transferred to the Incorporating Company, including the property located in Milan, Via Lampugnano 5, Palazzina C, registered in the Land Register of Buildings of the Municipality of Milan at Sheet 176, particle 106, sub 1, cat.D8.

6. Starting date of the attribution of the effects of the Incorporated Company's operations to the financial statements of the Incorporating Company and of the tax effects of the merger

The operations of the Incorporated Company will be attributed to the financial statements of the Incorporating Company as from the first day of the financial year in which the effective date of merger has occurred.

From the same date the merger will take tax effects too, pursuant to art. 172 of Presidential Decree 917/1986.

Treatment which may be reserved to special categories of shareholders and holders of $\overline{7}$ . securities different from shares/quotas

There are no special categories of shareholders or holders of securities different from shares/quotas, in relation to which special treatments are envisaged.

Special advantages in favour of members of the boards of directors of the companies 8. involved in the merger

The members of the boards of directors of the Incorporated Company or of the Incorporating Company shall have no special advantages.

9. Authorization of European Central Bank

The present merger plan will be authorized by the European Central Bank pursuant to Article 57 of the Italian Banking Law (Testo Unico Bancario).

Any modification in the merger plan which may be requested upon registration of this merger plan in the Company Register is hereby expressly reserved.

Milan, May 17th 2022

CRIVELLI S.R.L.

Jailot Laure

Laura Garlati

$\mathscr{D}^{\mathscr{A}}$ bond

Stefano Porro

UNICREDIT S.p.A.