One Bank, One UniCredit.

List no. 1

Publication of the documents concerning the list

2019 Ordinary and Extraordinary Shareholders' Meeting

List 1

The list is filed by:

Allianz Finance II Luxembourg S.à.r.l.

The share capital percentage of the shareholder, for the purpose of filing the list, amounts to around 0.997% of the share capital corresponding to no. 22,240,131 ordinary shares with voting rights at the Ordinary Shareholders' Meeting

Candidates as permanent Statutory Auditor of UniCredit S.p.A.

Number/ Surname and Name

1 BONISSONI Angelo Rocco
2 NAVARRA Benedetta
3 PAOLUCCI Guido

Candidates as substitute Statutory Auditor of UniCredit S.p.A.

Number/ Surname and Name

1 PAGANI Raffaella
2 MANES Paola

NOTES FOR FILING

Munich, 18th March 2019

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 11th April 2019, in a single call, to decide, inter alia, on the following item on the Agenda:

3. 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.à.r.I., with registered office in 14, Boulevard F.D. Roosevelt - L 2450 Luxembourg, registered with the Registre de Commerce et des Sociétés of the Granduchy of Luxembourg under n. B128975, holder of no. 22,240,131 UniCredit S.p.A. ordinary shares equivalent to an ownership equal to 0.997% of the share capital, pursuant to Clause 30 of the UniCredit S.p.A. Articles of Association files the following list divided into two directories, containing respectively three candidates for the seat as permanent Auditor and two candidates for the seat as stand-in Auditor, listed by a progressive number:

CANDIDATES TO THE POST OF PERMANENT STATUTORY AUDITOR OF UNICREDIT S.P.A.
	Progressive number Surname and Name
	Bonissoni Angelo Rocco
	Navarra Benedetta
	Paolucci Guido

CANDIDATES TO THE POST OF STAND-IN STATUTORY AUDITOR OF UNICREDIT S.P.A.
Progressive number Surname 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:

a copy of the communication attesting the ownership of the shareholding necessary to submit the list;
1. the statement whereby each candidate irrevocably accepts the position and attests, under his/her own responsibility, that there are no reasons for his/her ineligibility or incompatibility and that he/she possesses the requirements provided for by current provisions, also of a regulatory nature, in particular those regarding experience, integrity and independence, accompanying:
2. the curriculum vitae of each candidate containing his/her personal and professional characteristics:
3. a list of the management and control offices held in other companies.

It should be noted that the list takes also into account the recommendations drawn up by the Company within the document "Profile of the Board of Statutory Auditors"; on this regard, we attach the statements whereby each candidate declares the knowledge and expertise accrued in the areas of competency envisaged by the Profile itself.

· According to the current provisions and in particular to the Consob communication no. DEM/9017893 dated 26 February 2009, we states the inexistence of any connection, also indirect, or of significant relationships relevant for the existence of the above connections, with shareholders who hold, also jointly, a control or relative majority shareholding in UniCredit S.p.A..

Furthermore, with reference to the following item on the Agenda of the above-mentioned Shareholders' Meeting:

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 170,000 for the Chairman 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, starting from this renewal, the Board of Statutory Auditors shall carry out also the functions of the Supervisory Body pursuant to the Legislative Decree no. 231/2001.

Best regards.

Annexes

DOCUMENTATION CONCERNING CANDIDATES

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS, ALSO BY REGULATORY ONES.

I, the undersigned Angelo Rocco Bonissoni (fiscal code BNSNLR59D13A940S), born in Bollate (Milan) on 13/04/1959, Italian nationality, in relation to the appointment of the UniCredit S.p.A. Board of Statutory Auditors on the Agenda of the Ordinary Shareholders' Meeting convened on April 11th, 2019, under my own responsibility:

STATE THAT

I accept my candidacy / I stand for election as 1 permanent Statutory Auditor / I stand-in Statutory Auditor and I irrevocably accept my possible appointment as Statutory Auditor.

In view of the provisions, inter alia, contained in: Sec. 26 of the Legislative Decree no. 385 dated September 1, 1993, Sec. 148 of the Legislative Decree no. 58 dated February 24, 1998 ("TUF"), the Treasury Decree no. 161 dated 18 March 1998 and the Ministry of Justice Decree no. 162 dated March 30, 2000 ("DM 162"), Supervisory Regulations on banks' corporate governance (Bank of Italy Circular no. 285/2013, Part I, Title IV, Chapter 1, Section III, Subsection 3.2) and Clause 30 of UniCredit S.p.A. Articles of Association

CERTIFY THAT

there are no reasons for my ineligibility, forfeiture or incompatibility and that I meet the requirements provided for by both current provisions and the Articles of Association of UniCredit S.p.A., for the appointment as Statutory Auditor and

STATE THAT

1) I am enrolled with the Register of Chartered Accounting Auditors AND have practised the legal auditing of accounts for a period of no less than three years

Enrollment with the Register of Chartered Accounting Auditors: no. 7084; period of the activity: from 04/1995 to 03/2019.

T 2) in the absence of the conditions indicated under previous point 1, I possess the experience requirements envisaged by Clause 30 of the Articles of Association and Sec. 1 DM 162, having in particular gained at least three years' total experience through one or more of the following activities:

a) undertaking professional activities as a business accountant or lawyer, undertaken primarily in the banking, insurance and financial sectors:
b) teaching, at University level, subjects concerning - in the field of law - banking, commercial and/or fiscal 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:

[please specify the teaching field, the relevant University and period]

c) performing managerial/executive duties within public organizations or offices of the Public Administration, as well as in the credit, financial or insurance sector, and the investment services sector and collective investment-management sector, both of which are defined in the TUF:

[please specify the duties performed, the relevant organizations and period]

With reference to Sec. 148, Sub-sec. 3, of the TUF and Sections 3 and 8 of the Italian Corporate Governance Code approved by the Corporate Governance Committee ("Corporate Governance Code for listed companies")

STATE THAT

I meet the independence requirements envisaged by Sec. 148(3), of the TUF

and

I meet the independence requirements envisaged by Sec. 3 of the Corporate Governance Code for listed companies /

I DO NOT meet the independence requirements envisaged by Sec. 3 of the Corporate Governance Code for listed companies

I, the undersigned, also:

UNDERTAKE, if appointed:
· to dedicate the time necessary to carry out effectively the office, also taking into account the indications on the activity carried out by the Statutory Auditors of UniCredit S.p.A. during 2018 contained in the Report "Appointment of the Board of the Statutory Auditors and of the substitute Statutory Auditors" and published on the Company's website;
· not to take on administration and control positions within other companies beyond the limits established by the current provisions:
UNDERTAKE to promptly inform UniCredit S.p.A. of any changes in the above circumstances and, on request by the Company, to produce any documentation suitable to confirm the truthfulness of the facts declared;
DECLARES to have read the information notice reported below concerning the use of personal data from UniCredit S.p.A. and the rights pursuant to the articles 13 and 14 General Data Protection Regulation - GDPR (EU) 2016/679.

Date, 12/03/2019

Signed

Angelo Roceg Bonissoni

Annexes:

Curriculum vitae containing the personal and professional characteristics of the candidate
List of the supervisory and controlling offices held in other companies
Information notice concerning the use and the protection of personal data

PERSONAL INFORMATION

DR. ANGELO ROCCO BONISSONI Tax Advisor Born in Bollate, april 13 1959 Address: CBA Studio Legale Galleria San Carlo, 6 20121 Milan Phone. +39.02.778061 E-mail: [email protected]

PRACTICE AREAS

Tax, Corporate M&A and Private Equity, Restructuring

PROFESSIONAL REGISTER

Register of Certified Public Accountants since 19 February 1986. Register of Auditors - Ministerial Decree 12/04/1995 Official Gazette no. 31- bis of 21/04/1995.

EDUCATION

Degree in Business and Economics, "Cattolica del Sacro Cuore" University, Milan Admitted to practice as a tax advisor and certified auditor in 1986

PROFESSIONAL EXPERIENCES

During his university carrier, he has gained five years of work experience at the Peat Marwick Mitchell Auditing Company (now KPMG), carrying out his activity in the audit and consultancy sector.

After the graduation, he worked as an applied researcher in the banking technique course of Prof. E. Ballerini.

He worked for two years in a leading Chartered Accountants firm in Milan, gaining his experience in the fields of tax and corporate consultancy for medium-large companies.

In 1985, he founded the Firm Camozzi & Bonissoni (now CBA Studio Legale) and since 2007 he is the Managing Partner.

CBA Studio Legale, is an independent law firm endowed with more than 120 professionals operating across five offices between Italy and Germany, including lawyers and chartered accountants who cover the various areas of law and tax advice.

Angelo Bonissoni is currently holding the following positions:

· Technical member of AIFI for tax and corporate matters
· Member of technical and ethical committees of private equity funds
· Statutory Auditor of listed company
· Expert witness in procedures pursuant to art. 67 of the Italian Bankruptcy Law and art. 182 of the Italian Bankruptcy Law

In connection with corporate finance transactions, he has provided tax and structuring-deals advising to national and international private equity funds, both during their start-up and investment/divestment phases, financing, and to banks and companies in financial restructuring transactions, also carrying out legal auditing.

MAIN OPERATIONS

. Allison Spa (acquisition)
· Carlo Tassara Spa (restructuring)
· CFP Flexible Packaging Spa (acquisition)
· Finalba Store Srl (acquisition)
Gruppo Ferretti (acquisition) o
HBG Group (acquisition) .
0 La Gardenia Beauty (acquisition)
· Limoni (acquisition)
· Maire Tecnimont (Group and debt's restructuring)
0 Moleskine (acquisition)
· Pininfarina (restructuring)
· Red Graniti (Intergenerational transfer and acquisition)
· TAS Group (restructuring)
Tecnogym Spa (acquisition)
· WWS WorldWideShow (acquisition)
· CCR Fund (DeA) for debt restructuring
· ITALTEL (acquisition and restructuring)
· Other operations made in relation with the institution of Private Equity Funds.

PUBLICATIONS

Author of several publications and articles on tax and private equity:

· Diritto e Pratica delle Società Avviamento e azienda
· MF Per colpire i furbetti della stock option ...
· Plus-Il Sole 24 Ore Da Ferretti a Ggp
· Diritto e Pratica delle Società Ristrutturazione del debito
· L'Impresa Avvocati in aiuto alle imprese
· Diritto e Pratica delle Società LBO: riflessioni e prospettive future
· Finanza & Mercati Nei salvataggi aziendali anche il fisco è stakeholder
· Top Legal CBA cresce seguendo il business tra Italia e Germania
· Top Legal Tax e Legal sì, ma con un dg filosofo
· Finanza & Marcati Banking e private equity provano a rialzare la testa
· ItaliaOggi7 Più strumenti per rendere convenienti le operazioni
· Legalknowledge portal Restructuring/turnaround
· ItaliaOggi7 Avvocati, pratica a 1.200 €
· ItaliaOggi7 Restructuring, anche nel 2012 sarà il settore traino per gli Studi
· TopLegal Legal & Tax, superata la prova fusion
· Finanza & Mercati I Legali? Un ottimo investimento
· IFLR The only way is up
· Diritto e pratica delle società Il recupero di crediti bancari
· Capital Bonus, quali scegliere
· Milano Finanza Disposizioni fiscali
· Italia Oggi 7 Il venture capital in Italia è pronto a decollare
· Rassegna Forum Italo-Tedesco: il Veneto in primo piano
· Diritto24 Italia-Germania: le imprese devono cogliere tutte le occasioni
· ItaliaOggi7 La crisi di liquidità rilancia il private equity
· Invice Family Office, l'opportunità dei non-performing loan
· ItaliaOggi7 L'autunno caldo degli Studi
· Invice 2013: Boom delle amministrazioni straordinarie per gli istituti di credito
· MF Le operazioni di Lbo sono del tutto lecite anche se l'Erario la pensa diversamente
· La Repubblica Così eliminiamo i crediti deteriorati dai bilanci delle aziende bancarie
· ItaliaOggi Finanziamenti, sostitutiva opzionale
· ItaliaOggi7 Così gli studi sfidano la crisi
· Corporate INTL Changes in Private Equity Legislation in Italy
· Diritto24 La fiscalità "indiretta" e il sostegno alle imprese, anche quelle in crisi: eppur (qualcosa) si muove
· Materiale scientifico del Corso di perfezionamento "Il nuovo diritto fallimentare" (Università degli Studi di Firenze, 2014)
· Global Legal Chronicle Italy's vital M&A scene is an expression of the country's entrepreneurial class, which is still capable of success stories
· Diritto24 Fondo istituito con DL. 133/2014 per il rilancio delle imprese: prime osservazioni
· Milano Finanza I progetti dei fondi per i crediti dubbi
· Milano Finanza Start-up, governo ancora al lavoro

TECHNICAL CONTRIBUTIONS AND TEXTS PUBLISHED

· Transaction costs: Author: Angelo R. Bonissoni Editor: Il Sole 24 Ore Year: 2009
· Private Equity: Authors: Angelo R. Bonissoni Editor: The European Lawyer Year: 2010

CBA

CURRENTLY HELD POSITIONS

Society	Position
UNICREDIT, SOCIETA' PER AZIONI IN FORMA ABBREVIATA UNICREDIT S.P.A.	Statutory auditor
C.F. 00348170101
NUOVA CPS SERVIZI SRL	Attorney
C.F. 10268100152

NON-LONGER HELD POSITION – HYSTORICAL REGISTER

Society	Position
MOTION S.R.L. - IN LIQUIDAZIONE	Alternate auditor
C.F. 04209080151
LIMONI PROJECT S.P.A.	Councillor
C.F. 05274900967
IDRA PARTECIPAZIONI S.P.A. IN	Liquidator
LIQUIDAZIONE
C.F. 03785970587
TERMINUS S.P.A.	Chairman of the Board of auditors
C.F. 07601990018
LIBCO LABORATORIO ITALIANO
BATTERIOLOGICO CHIMICO S.R.L.	Statutory auditor
C.F. 00815720156
SPORTIVISSIMO S.R.L.
C.F. 07448570155	Special attorney
CO.SE.FI. S.R.L.	Liquidator
C.F. 08227700153
PACKAGING SRL	Statutory auditor
C.F. 00512350174
SOCIETA' PER I SERVIZI	Alternate auditor
AMBIENTALI SRL ED IN FORMA
ABBREVIATA
SO.S E.A SRL
C.F. 08805820159
OFFICINE MECCANICHE DI LESMO	Chairman of the Board of auditors
SPA
C.F. 10128230157
SERVIZI S.R.L.	Attorney

C.F. 10121590151
COSTRUZIONI LAMARO S.R.L.	Statutory auditor
C.F. 10343690151
GENDEX DENTAL SYSTEMS S.R.L.	Statutory auditor
C.F. 10449820157
ALFAGOMMA ITALIA SRL	Statutory auditor
C.F. 02260430968
ALFA TECHNOLOGY SRL	Alternate auditor
C.F. 02273640967
GAYSER 2050 S.P.A.	Liquidator
C.F. 11716130155
EMME COMPANY S.P.A.	Alternate auditor
C.F. 12352970151
LAND S.P.A.	Chairman of the Board of auditors
C.F. 12534050153
MEP S.P.A.	Sole Director
C.F. 12873850155
ZETESIS. COM S.P.A	Chairman of the Board of auditors
C.F. 12941280153
MARKETPLUG NETSOURCING	Statutory auditor
COMPANY S.P.A.
C.F. 12964110154
SCATOLA S.R.L.	Chairman of the Board of auditors
C.F. 13067720154
MIAECONOMIA.COM S.R.L.	Statutory auditor
C.F. 13080510152
CHAN S.R.L. IN LIQUIDAZIONE	Liquidator
C.F. 13473240151
S.T.C. GROUP - S.P.A.	Chairman of the Board of auditors
C.F. 03274120967
SEA INDUSTRIES S.P.A.	Chairman of the Board of auditors
C.F. 03336810969
S.E.A. SOCIETA FUROPEA	Chairman of the Board of auditors
AUTOCARAVAN S.P.A.
C.F. 03345730968
JVK S.R.L.	Councillor
C.F. 04032450969
DINA SOCIETA' A RESPONSABILITA'	Sole Director
LIMITATA IN BREVE " DINA S.R.L." C.F. 04376750966

LIMONI HOLDING SPA	Councillor
C.F. 04791980966
LIMONI DUE HOLDING S.R.L.	Councillor
C.F. 04903820969
DUNLOP HIFLEX HOLDING S.R.L.	Alternate auditor
C.F. 04952760967
ALFAGOMMA REAL ESTATE S.P.A.	Alternate auditor
C.F. 05070880967
SAN CARLO S.P.A.	Councillor
C.F. 05274900967
SEA INDUSTRIES S.P.A.	Chairman of the Board of auditors
C.F. 03336810969
MABEL P.T. S.P.A. IN LIQUIDAZIONE	Chairman of the Board of auditors
C.F. 01192170528
SCOTT SRL	Councillor
C.F. 06250230965
LASMO ITALIA SUD S.P.A.	Alternate auditor
C.F. 00550780779
IMMOBILIARE BOSTO S.R.L.	Chairman of the Board of auditors
C.F. 01448380186
DREAM MOTORCARAVANS S.P.A.	Statutory auditor
C.F. 00984120527
SEA INDUSTRIES S.P.A.	Chairman of the Board of auditors
C.F. 03336810969
AAF-ITALIA SOCIETA' A
RESPONSABILITA' LIMITATA	Alternate auditor
C.F. 00437560584
LASMO MINERARIA S.P.A.	Alternate auditor
C.F. 01113880155
31 - INDUSTRIA ITALIANA
INFORMATICA S.P.A.	Chairman of the Board of auditors
C.F. 05196530587
ARS INFORMATICA -	Chairman of the Board of auditors
ARCHITETTURA E REALIZZAZIONE
SISTEMI S.R.L.
C.F. 07766660588
LASMO ITALIA SUD S.P.A.	Alternate auditor
C.F. 00550780779
C & B S.R.L. IN LIQUIDAZIONE	Liquidator
C.F. 10418490156

GENSERS S.P.A	Chairman of the Board of auditors
C.F. 06087671001
GEYSERS S.P.A	Chairman of the Board of auditors
C.F. 06087751001
GAYSER CINQUE S.R.L.	Sole Director
C.F. 06087701006
SESTANTE 3 S.P.A.	Chairman of the Board of auditors
C.F. 03624640409
DREAM MOTOCARAVANS - S.P.A.	Statutory auditor
C.F. 00984120527
CAMPANILE S.R.L.
C.F. 00516800018	Statutory auditor
C.A.P.A. COSTRUZIONI ACCESSORI	Statutory auditor
PER AUTO S.R.L. IN LIQUIDAZIONE
C.F. 00462560012
UNICAR S.R.L.	Statutory auditor
C.F. 00499050011
UNICAR S.R.L. IN LIQUIDAZIONE	Statutory auditor
C.F. 06019170015
PARAUTO S.P.A.	Statutory auditor
C.F. 07819540019
FL SELENIA S.P.A.
C.F. 07877240015	Statutory auditor
"ELLAMP INTERIORS - S.P.A."	Chairman of the Board of auditors
C.F. 02579300126
VEGA FINANCE ITALIA - SOCIETA'
DI GESTIONE DEL RISPARMIO -	Statutory auditor
SOCIBITA PER AZIONI
C.F. 01653630564

( Un less 33 provis 2019 - 11

(Queger from Printin

THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE

STATEMENT CONCERNING THE KNOWLEDGE / EXPERTISE ACCRUED IN THE AREAS OF COMPETENCY ENVISAGED BY THE DOCUMENT "PROFILE OF THE BOARD OF STATUTORY AUDITORS" ("PROFILE")

I, the undersigned Angelo Rocco Bonissoni (fiscal code BNSNLR59D13A940S) born in Bollate (MI) on 13/04/1959, resident in Milan, Italian nationality, in relation to the appointment to the office of permanent Statutory Auditor of UniCredit S.p.A. and in light of the information enclosed into the curriculum vitae, hereby state – without prejudice to the professional requirements set out by the current provisions - to possess adequate knowledge of and experience in among two of the areas of competency drawn up by the Profile, as is explained below:

Banking Business Banking Governance Risk and Control Legal / Regulatory Accounting & Audit as well as

to possess a specific experience in the legal field and a proper knowledge of corporate organization and processes.

*****

I undertake to promptly inform UniCredit S.p.A. of any subsequent changes of the above stated.

Date, 12 March 2019 (Angelo Rocco Bonissoni)

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS, ALSO BY REGULATORY ONES.

I, the undersigned BENEDETTA NAVARRA (fiscal code NVRBDT67C64H501I), born in ROME on 241 MARCH 1967, ITALIAN nationality, in relation to the appointment of the UniCredit S.p.A. Board of Statutory Auditors on the Agenda of the Ordinary Shareholders' Meeting convened on April 11th, 2019, under my own responsibility:

STATE THAT

I accept my candidacy / I stand for election as @ permanent Statutory Auditor / I stand-in Statutory Auditor and I irrevocably accept my possible appointment as Statutory Auditor.

CERTIFY THAT

STATE THAT

1) I am enrolled with the Register of Chartered Accounting Auditors AND have practised the legal auditing of accounts for a period of no less than three years

enrollment with the Register of Chartered Accounting Auditors: no. 40806; period of the activity; from May 1993 to June 1996

7 2) in the absence of the conditions indicated under previous point 1, I possess the experience requirements envisaged by Clause 30 of the Articles of Association and Sec.1 DM 162, having in particular gained at least three years' total experience through one or more of the following activities:

a) = undertaking professional activities as a business accountant or lawyer, undertaken primarily in the banking, insurance and financial sectors :

[please specify the relevant Firm and period]

b) teaching, at University level, subjects concerning - in the field of law -- banking, commercial and/or fiscal 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:

[please specify the teaching field, the relevant University and period]

c) performing managerial/executive duties within public organizations or offices of the Public Administration, as well as in the credit, tinancial or insurance sector, and the investment services sector and collective investment-management sector, both of which are defined in the TUF:

[please specify the duties performed, the relevant organizations and period]

STATE THAT

I meet the independence requirements envisaged by Sec. 148(3), of the TUF

and

1 meet the independence requirements envisaged by Sec. 3 of the Corporate Governance Code for listed companies /

I DO NOT meet the independence requirements envisaged by Sec. 3 of the Corporate Governance Code for listed companies

I, the undersigned, also:

UNDERTAKE, if appointed:
to dedicate the time necessary to carry out effectively the office, also taking into account the indications on the activity carried out by the Statutory Auditors of UniCredit S.p.A. during 2018 contained in the Report "Appointment of the Board of the Statutory Auditors and of the substitute Statutory Auditors" and published on the Company's website;
not to take on administration and control positions within other companies beyond the limits established by the current provisions;
UNDERTAKE to promptly inform UniCredit S.p.A. of any changes in the above circumstances and, on request by the Company, to produce any documentation suitable to confirm the truthfulness of the facts declared;
DECLARES to have read the information notice reported below concerning the use of personal data from UniCredit S.p.A. and the rights pursuant to the articles 13 and 14 General Data Protection Regulation - GDPR (EU) 2016/679.

Date, March 13th 2019

Benedetta Navarra

Annexes:

Curriculum vitae containing the personal and professional characteristics of the candidate List of the supervisory and controlling offices held in other companies Information notice concerning the use and the protection of personal data

MS. BENEDETTA NAVARRA, ESQ.

Lawyer - Certified Public Accountant - Certified Public Auditor

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.

She has an extensive experience in cross-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

Chairman 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 CDP Reti S.p.A.

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

Statutory Auditor and Member of the Supervisory Body of LVenture Group S.p.A. *

Member of the Board of Directors of A.S. Roma S.p.A.

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

Member of the Audit Committee of UniCredit Bulbank

Chairman of the Supervisory Body of Equitalia Giustizia S.p.A.

Former appointments

Member of the Board of Directors of Yapi Kredi Bankasi Member of the Board of Directors of Koc Financial Service Member of the Supervisory Board of Ukrsotsbank PJSC2 Chairman of the Board of Statutory Auditors of Poste Italiane S.p.A. 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 of SHQT S.r.l. Member of the Board of Statutory Auditors of Albanosider S.r.13 Member of the Board of Statutory Auditors of SAC - Società Appalti e Costruzioni S.p.A.+

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.

Kilzu March 13th 201

^| Member of the Audit Committee

² Member of the Audit Committee

³ As Certified Public Accountant

⁴ As Certified Public Accountant

THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE

STATEMENT CONCERNING THE KNOWLEDGE / EXPERTISE ACCRUED IN THE AREAS OF COMPETENCY ENVISAGED BY THE DOCUMENT "PROFILE OF THE BOARD OF STATUTORY AUDITORS" ("PROFILE")

I, the undersigned Benedetta Navarra (fiscal code NVRBDT67C64H501I) born in Rome, on 24/03/1967, resident in Rome, Italian nationality, in relation to the appointment to the office of permanent Statutory Auditor of UniCredit S.p.A. and in light of the information enclosed into the curriculum vitae, hereby state – without prejudice to the professional requirements set out by the current provisions - to possess adequate knowledge of and experience in among two of the areas of competency drawn up by the Profile, as is explained below:

Banking Business Banking Governance

Risk and Control

Legal / Regulatory

Accounting & Audit

as well as

to possess a specific experience in the legal field and a proper knowledge of corporate organization and processes.

*****

I undertake to promptly inform UniCredit S.p.A. of any subsequent changes of the above stated.

Date, 13 March 2019 (Benedetta Navarra)

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS, ALSO BY REGULATORY ONES.

I, the undersigned Guido Paolucci (fiscal code PLCGDU69A06H294S), bom in Rimini on January 6th, 1969, Italian nationality, in relation to the appointment of the UniCredit S.p.A. Board of Statutory Auditors on the Agenda of the Ordinary Shareholders' Meeting convened on Apri l 11th, 20 19, un der my own responsibility:

STATETHAT

I accept my candidacy l I stand for election as P" permanent Statutory Auditor l r stand-in Statutory Auditor and I irrevocably accept my possible appointment as Statutory Auditor.

In view of the provisions, inter alia, contained in: Sec. 26 of the Legislative Decree no. 385 dated September l, 1993, Sec. 148 of the Legislative Decree no. 58 dated February 24, 1998 ("TUF"), the Treasury Decree no. 161 dated 18 March 1998 and the Ministry of Justice Decree no. 162 dated March 30, 2000 ("DM 162"), Supervisory Regulations on banks' corporate govemance (Bank of Italy Circular no. 28512013, PartI, Title IV, Chapter l, Section III, Subsection 3.2) and Clause 30 ofUniCredit S.p.A. Articles of Association

CERTIFY THAT

STATETHAT

P" l) I am enrolled with the Register of Chartered Accounting Auditors AND ha ve practised the le gal auditing of accounts for a peri od of no less than three years

[ enrollment with the Register of Chartered Accounting Auditors: no. 43115; period of the activity: from 0411995 (month/year) to 03/2019 (month/year)] l

r 2) in the absence of the conditions indicated under previous point l, I possess the experience requirements envisaged by Clause 30 of the Articles of Association and Sec. l DM 162, having in particular gained at least three years' total experience through one or more of the following activities:

-a) r undertaking professional activities as a business accountant or lawyer, undertaken primarily in the banking, insurance and financial sectors :

[please specify the relevant Firm and perioclJ

b) teaching, at University leve l, subjects concerning - in the fie l d of la w - banking, commercial and/or fiscal 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:

[please specify the teaching fie/d, the relevant University and periodJ

c) performing manageriallexecutive duties within public organizations or offices of the Public Administration, as well as in the credit, financial or insurance sector, and the investment services sector and collective investment-management sector, both ofwhich are defined in the TUF:

[please specify the duties performed, the relevant organizations and periodJ

With reference to Sec. 148, Sub-sec. 3, of the TUF and Sections 3 and 8 of the Italian Corporate Govemance Code approved by the Corporate Govemance Committee ("Corporate Govemance Code for listed companies")

STATE THAT

lP' I meet the independence requirements envisaged by Sec. 148(3), ofthe TUFI

an d

P I meet the independence requirements envisaged by Sec. 3 of the Corporate Govemance Code for listed companies l

l I DO NOT meet the independence requirements envisaged by Sec. 3 of the Corporate Govemance Code for listed companies

I, the undersigned, also:

UNDERT AKE, if appointed:
to dedicate the time necessary to carry out effectively the office, also taking into account the indications on the activity carried out by the Statutory Auditors of UniCredit S.p.A. during 2018 contained in the Report "Appointment of the Board of the Statutory Auditors and of the substitute Statutory Auditors" and published on the Company's website;
not to take on administration and control positions within other companies beyond the limits established by the current provisions;
UNDERTAKE to promptly inform UniCredit S.p.A. of any changes in the above circumstances and, on request by the Company, to produce any documentation suitable to confirm the truthfulness of the facts declared;
DECLARES to ha ve re ad the information noti ce reported below conceming the use of personal data from UniCredit S.p.A. and the rights pursuant to the articles 13 and 14 Generai Data Protection Regulation- GDPR (EU) 2016/679.

Date, March l21 ^h2019

Annexes:

Curriculum vita e containing the personal an d professional characteristics of the candidate
List of the supervisory an d controlling offices held in other companies
Information noti ce conceming the use and the protection of personal data

PROF. DOTT. GUIDO PAOLUCCI

Professore Universitario Ordinario in Economia Aziendale Consulente Aziendale e Analista Finanziario d'Impresa

00186 Roma - Via della Colonna Antonina, 52 Tel. 066797814 r.a. E-mail: [email protected] Pec: [email protected]

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 and industrial finance 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/IFRS Regulation), as well as in the arrangement of business plans.
Activity carried out for over twenty 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 -

SOCIETA GESTIONE SERVIZI BP S.C.p.A. - GRUPPO BANCO BPM - TELECOM ITALIA MEDIA BROADCASTING S.P.A., OLIVETTI MULTISERVICES S.P.A., TIM VENTURES S.r.I., ADVANCED CARING CENTER S.r.l. – GRUPPO TELECOM ITALIA) as well as publicly owned companies (Società per lo Sviluppo del Mercato dei Fondi Pensione per Azioni - MEFOP S.p.A.). He has held posts as Liquidator of companies and as member or Chairman of the Supervisory Body pursuant to Italian Legislative Decree No. 231/2001.

Current posts (as at March 2019)

Company	Post
Unicredit S.p.A.	Statutory Auditor
Olivetti S.p.A.	Statutory Auditor
Nuova Compagnia di Partecipazioni S.p.A.	Statutory Auditor
Telecom Italia 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
Telecontact Center 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
Publispei S.r.I.	Sole Auditor
Edile Leonina S.p.A.	Statutory Auditor
Officine NPL S.p.A.	Statutory Auditor (*)
Fondazione Santi Francesco d'Assisi e Caterina da Siena	Chairman of the Board of Statutory Auditors
Fondazione Giovanni Paolo II	Statutory Auditor
CONOU - Consorzio Nazionale per la Gestione, Raccolta	Statutory Auditor
e Trattamento degli Oli Minerali Usati
Fondazione Casa Sollievo della Sofferenza	Member of the Board of Directors

(*) Submitted resignation, with the effect on 11th April 2019

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

Chairman of the SB of CONSORZIO TEMA.MOBILITY (TELECOM ITALIA Group and FIAT Group) from 2008 to 2011 and of TELECOM ITALIA SAN MARINO S.p.A. from 2011 to 2014. Currently, Chairman or member of the Board of Statutory Auditors, acting also as SB, in companies belonging to the TELECOM ITALIA Group (OLIVETTI S.p.A., TELECOM ITALIA SAN MARINO S.p.A., TELECONTACT CENTER 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 economicoaziendale, 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'impresa. Peculiarità contabili, prassi internazionale ed indagini empiriche, Giappichelli, Torino, 2001.
La valutazione delle Società finanziarie, Giappichelli, Torino, 2003.

Via della Colonna Antonina, 52 – 00186 Roma

Tel. 066797814 r.a. - Fax 066792932 - Mail: paolucci.it - Pec: guido.paolucci.it - Pec. [email protected]

Bilancio delle Banche e Principi IASIFRS. Riflessioni e prospettive, Giappichelli, Torino, 2008 (Coauthor: 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.

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 Nonfinancial 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 Business Management, Vol. 12 (18), pp. 555-567, 2018.

FOREIGN LANGUAGES

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

DATE, MARCH 12TH 2019

[Guido Paolucci]

PROF. DOTT. GUIDO PAOLUCCI

Professore Universitario Ordinario in Economia Aziendale Consulente Aziendale e Analista Finanziario d'Impresa

00186 Roma- Via della Colonna Antonina, 52 Tel. 066797814 r.a. E-mail: [email protected] Pec: [email protected]

Current posts held by Prof. Guido Paolucci in Companies According to art. 2400, last paragraph, of Codice Civile (March 2019) ARE NOT INCLUDED FOUNDATIONS, ASSOCIATIONS ANO OTHER NO PROFIT ORGANIZATIONS

Company	Post
Unicredit S.p.A.	Statutory Auditor
Olivetti S.p.A.	Statutory Auditor
Nuova Compagnia di Partecipazioni S.p.A.	Statutory Auditor
Telecom Italia 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
Telecontact Center 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
Publispei S.r.l.	Sole Auditor
Edile Leonina S.p.A.	Statutory Auditor
Officine NPL S.p.A.	Statutory Auditor (*)

(*) Submitted resignation, with the effect on 111h Aprii 2019.

DATE, MARCH 12TH2019

[Guido Paolucci]

THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE

STATEMENT CONCERNING THE KNOWLEDGE / EXPERTISE ACCRUED IN THE AREAS OF COMPETENCY ENVISAGED BY THE DOCUMENT "PROFILE OF THE BOARD OF STATUTORY AUDITORS" ("PROFILE")

I, the undersigned Guido Paolucci (fiscal code PLCGDU69A06H294S) born in Rimini (RN) on 06/01/1969, resident in Rome, Italian nationality, in relation to the appointment to the office of permanent Statutory Auditor of UniCredit S.p.A. and in light of the information enclosed into the curriculum vitae, hereby state – without prejudice to the professional requirements set out by the current provisions - to possess adequate knowledge of and experience in among two of the areas of competency drawn up by the Profile, as is explained below:

Banking Business Banking Governance Risk and Control Legal / Regulatory Accounting & Audit

as well as

to possess a specific experience in the legal field and a proper knowledge of corporate organization and processes.

*****

I undertake to promptly inform UniCredit S.p.A. of any subsequent changes of the above stated.

Date, 12 March 2019 (Guido Paolucci)

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS, ALSO BY REGULATORY ONES.

I, the undersigned RAFFAELLA PAGANI (fiscal code PGNRFL71H61F205E), born in MILAN on JUNE 21, 1971, ITALIAN nationality, in relation to the appointment of the UniCredit S.p.A. Board of Statutory Auditors on the Agenda of the Ordinary Shareholders' Meeting convened on April 11th , 2019, under my own responsibility:

STATE THAT

I accept my candidacy / I stand for election as permanent Statutory Auditor / stand-in Statutory Auditor and I irrevocably accept my possible appointment as Statutory Auditor.

In view of the provisions, inter alia, contained in: Sec. 26 of the Legislative Decree no. 385 dated September 1, 1993, Sec. 148 of the Legislative Decree no. 58 dated February 24, 1998 ("TUF"), the Treasury Decree no. 161 dated 18 March 1998 and the Ministry of Justice Decree no. 162 dated March 30, 2000 ("DM 162"), Supervisory Regulations on banks' corporate governance (Bank of Italy Circular no. 285/2013, Part I, Title IV, Chapter 1, Section III, Subsection 3.2) and Clause 30 of UniCredit S.p.A. Articles of Association

CERTIFY THAT

STATE THAT

1) I am enrolled with the Register of Chartered Accounting Auditors AND have practised the legal auditing of accounts for a period of no less than three years

[enrollment with the Register of Chartered Accounting Auditors: no. 93047; period of the activity: from OCT 1999 (month/year) to MARCH 2019 (month/year)] /

2) in the absence of the conditions indicated under previous point 1, I possess the experience requirements envisaged by Clause 30 of the Articles of Association and Sec.1 DM 162, having in particular gained at least three years' total experience through one or more of the following activities:

a) undertaking professional activities as a business accountant or lawyer, undertaken primarily in the banking, insurance and financial sectors :

[please specify the relevant Firm and period]

b) teaching, at University level, subjects concerning - in the field of law – banking, commercial and/or fiscal 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:

_____________________________________________________________________________________

_____________________________________________________________________________________ [please specify the teaching field, the relevant University and period]

c) performing managerial/executive duties within public organizations or offices of the Public Administration, as well as in the credit, financial or insurance sector, and the investment services sector and collective investment-management sector, both of which are defined in the TUF:

_____________________________________________________________________________________

[please specify the duties performed, the relevant organizations and period]

STATE THAT

X I meet the independence requirements envisaged by Sec. 148(3), of the TUF

and

X I meet the independence requirements envisaged by Sec. 3 of the Corporate Governance Code for listed companies /

I DO NOT meet the independence requirements envisaged by Sec. 3 of the Corporate Governance Code for listed companies

I, the undersigned, also:

- UNDERTAKE, if appointed:

to dedicate the time necessary to carry out effectively the office, also taking into account the indications on the activity carried out by the Statutory Auditors of UniCredit S.p.A. during 2018 contained in the Report "Appointment of the Board of the Statutory Auditors and of the substitute Statutory Auditors" and published on the Company's website;
not to take on administration and control positions within other companies beyond the limits established by the current provisions;
UNDERTAKE to promptly inform UniCredit S.p.A. of any changes in the above circumstances and, on request by the Company, to produce any documentation suitable to confirm the truthfulness of the facts declared;
DECLARES to have read the information notice reported below concerning the use of personal data from UniCredit S.p.A. and the rights pursuant to the articles 13 and 14 General Data Protection Regulation - GDPR (EU) 2016/679.

Date, MARCH 12, 2019 Signed

Annexes:

Curriculum vitae containing the personal and professional characteristics of the candidate
List of the supervisory and controlling offices held in other companies
Information notice concerning the use and the protection of personal data

C U R R I C U L U M V I T A E IN E U R O P E A N F O R M A T

PERSONAL INFORMATION

Name Address Telephone Fax E-mail Website Nationality Date of birth	RAFFAELLA PAGANI Via G. Frua, 24 – 20146 Milano 02/460722 02/4981537 [email protected] www.studiopagani.net Italian 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 Supervisory Boards - Organismi di vigilanza - (Legislative Decree 231/01). • 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 medium-large Italian company active in the cinematic and television industries.
Current positions	 BREMBO S.p.A. – Chairman of Board of Auditors since April 2014 (listed);
	 AMPLIFON S.P.A. – Chairman of Board of Auditors since April 2015 (listed) RAFFAELLA PAGANI
	DOTTORE COMMERCIALISTA – REVISORE CONTABILE
S t u d i o : V i a F r u a , 2 4 ,	– 2 0 1 4 6 M i l a n o – T e l . : 0 2 4 6 0 7 2 2 / F a x . : 0 2 4 9 8 1 5 3 7 E m a i l : r a f f a e l l a p a g a n i @ s t u d i o p a g a n i . n e t

C o d . F i s c . : P G N R F L 7 1 H 6 1 F 2 0 5 E

AZIMUT HOLDING SPA Indipendent Director since April 2016 (listed)
AZIMUT LIBERA IMPRESA SGR S.p.A. Indipendent Director since September 2018
UNICREDIT SPA Deputy Auditor since December 2017
SANOFI S.p.A. Chairman of Board of Auditors since April 2014;
NORD-COM S.p.A. Chairman of Board of Auditors since July 2014;
e- DISTRIBUZIONE S.p.A. Standing Auditor since April 2012;
ENEL ITALIA S.R.L. Standing Auditor since April 2013;
VANGUARD LOGISTICS SERVICES S.p.A. Standing Auditor since 2001;
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;
CAL Spa Concessioni Autostradali Lombarde Standing Auditor since June 8, 2016;
Luigi Salvadori S.p.A. Standing Auditor since April 2015;
La Linea S.p.A. Chairman of Board of Auditors since January 2018 ;
Caronte & Tourist S.p.A. Standing Auditor since Dec 2018 ;

Single Auditor:

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

Municipality Auditor:

Curtatone since March 2016 – single Auditor

Ended positions

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
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;
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

RAFFAELLA PAGANI

DOTTORE COMMERCIALISTA – REVISORE CONTABILE

(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;

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

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.

Experience in D. Lgs. 231/01	 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
	 Member of Supervisory Board - Organismo di Vigilanza of Azimut Holding S.p.a
EDUCATION AND TRAINING
• Date	Licence to practice the profession in March 1996
• Name and type of education and training	Exam to practice the profession of Dottore Commercialista at Bocconi University in Milan.
• Date	Bachelor Degree in year 1993/1994
• Name and type of education and training	Bachelor Degree in Business&Economics at Università Bocconi in Milano – specialization in
	Freelancing
• Level in national classification (if	Grade 110/110
	RAFFAELLA PAGANI
	DOTTORE COMMERCIALISTA – REVISORE CONTABILE

S t u d i o : V i a F r u a , 2 4 , – 2 0 1 4 6 M i l a n o – T e l . : 0 2 4 6 0 7 2 2 / F a x . : 0 2 4 9 8 1 5 3 7 E m a i l : r a f f a e l l a p a g a n i @ s t u d i o p a g a n i . n e t C o d . F i s c . : P G N R F L 7 1 H 6 1 F 2 0 5 E

appropriate)
• Date • Name and type of education and training	High School Degree in year 1990 High School Degree in Milan - Istituto tecnico Mercantile N. Moreschi.
• Level in national classification (if appropriate)	Grade 56/60
PERSONAL SKILLS AND COMPETENCE Acquired in life and career but not necessarily recognized by official certificates and diplomas.
MOTHERTONGUE	ITALIAN
OTHER LANGUAGES
• Reading ability • Writing ability • Oral expression capacity TECHNICAL SKILLS computer, devices, ect	ENGLISH/FRENCH EXCELLENT EXCELLENT EXCELLENT GOOD KNOWLEDGE IN THE USE OF PERSONAL COMPUTER, WINDOWS AND OFFICE PACKAGE, OUTLOOK
DRIVING LICENCE	Driving licence B
OTHER INFORMATION	 Roll of Chartered Accountants (Ordine Dottori Commercialisti) of Milan on 15.05.1996 at no. 4659;  Registered in the Register of Auditors - Decree-General Director of Civil Affairs and Free Trade 15.10.1999, G.U. n. 87 of 02.11.1999 - 4th Special Series No. 93047;  Partner to Studio Associato Pagani since 1996 - www.studiopagani.net;  Registered in the Register of Bankruptcy Officers of the Milan Court since September 1996;  Registered at the CTU Register at the Milano Court since January 2003;  Registered at the Chartered Accountants Foundation of Milan as Arbitrator at no. 160.

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

Milan, March 12, 2019

RAFFAELLA PAGANI DOTTORE COMMERCIALISTA – REVISORE CONTABILE

RAFFAELLA PAGANI

LIST OF APPOINTMENTS IN BOARD OF AUDITORS / BOARD OF DIRECTORS updated on March 12, 2019

BREMBO S.p.A. Chairman of Board of Auditors since April 2014 (listed);
AMPLIFON S.p.A. Chairman of Board of Auditors since April 2015 (listed)
AZIMUT HOLDING S.p.A. Indipendent Director since April 2016 (listed)
AZIMUT LIBERA IMPRESA SGR S.p.A. Indipendent Director since September 2018
UNICREDIT S.p.A Deputy Auditor since December 2017
SANOFI S.p.A. Chairman of Board of Auditors since April 2014;
NORD-COM S.p.A. Chairman of Board of Auditors since July 2014;
e- DISTRIBUZIONE S.p.A. Standing Auditor since April 2012;
ENEL ITALIA S.r.l. Standing Auditor since April 2013;
VANGUARD LOGISTICS SERVICES S.p.A. Standing Auditor since 2001;
TATA CONSULTANCY SERVICES Italia S.r.l. Standing Auditor since 2009; Chairman of Board of Auditors since June 2017;
Dufry Shop Finance Limited S.r.l. Chairman of Board of Auditors since June 2015;
CAL S.p.A. Concessioni Autostradali Lombarde Standing Auditor since June 8, 2016;
Luigi Salvadori S.p.A. Standing Auditor since April 2015;
La Linea S.p.A. Chairman of Board of Auditors since January 2018 ;
Caronte & Tourist S.p.A. Standing Auditor since Dec 2018 ;

Single Auditor:

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

Municipality Auditor:

Curtatone since March 2016 – single Auditor

Milan, March 12, 2019

THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE

STATEMENT CONCERNING THE KNOWLEDGE / EXPERTISE ACCRUED IN THE AREAS OF COMPETENCY ENVISAGED BY THE DOCUMENT "PROFILE OF THE BOARD OF STATUTORY AUDITORS" ("PROFILE")

I, the undersigned Raffaella Pagani (fiscal code PGNRFL71H61F205E) born in Milan (MI) on 21.06.1971, resident in Milan, Italian nationality, in relation to the appointment to the office of stand-in Statutory Auditor of UniCredit S.p.A. and in light of the information enclosed into the curriculum vitae, hereby state – without prejudice to the professional requirements set out by the current provisions - to possess adequate knowledge of and experience in among two of the areas of competency drawn up by the Profile, as is explained below:

Banking Business Banking Governance Risk and Control Legal / Regulatory Accounting & Audit

as well as

to possess a specific experience in the legal field and a proper knowledge of corporate organization and processes.

*****

I undertake to promptly inform UniCredit S.p.A. of any subsequent changes of the above stated.

Date, 12 March 2019 (Raffaella Pagani)

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS, ALSO BY REGULATORY ONES.

MNS PLATZ LGS 4501 A I the undersigned from William and inscally of the color and in of the UniCredit S.p.A. Board of Statutory Auditors on the Agenda of the Ordinary Shareholders' Meeting convened on April 11th, 2019, under my own responsibility:

STATE THAT

I accept my candidacy / I stand for election as = permanent Statutory Auditor / IX stand-in Statutory Auditor and I irrevocably accept my possible appointment as Statutory Auditor.

CERTIFY THAT

STATE THAT

1) I am enrolled with the Register of Chartered Accounting Auditors AND have practised the legal auditing of accounts for a period of no less than three years

[ecrollment with the Register of Chartered Accounting Auditors: no. __________________________________________________________________________________________________________

2) in the absence of the conditions indicated under previous point 1, I possess the experience requirements envisaged by Clause 30 of the Articles of Association and Sec. 1 DM 162, having in particular gained at least three years' total experience through one or more of the following activities:

a) > undertaking professional activities as a business accountant or lawyer, undertaken primarily in the STODIO ISTATE CATT WALL CHIT WILL CHO STORE - 2012-2019 [please specify the relevant Firm and period]
b) > teaching, at University level, subjects concerning - in the field of law - banking, commercial and/or fiscal 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:

PRIVATE LAN UNIVERSITY OF BOLONA, 2002 2019

c) = performing managerial/executive duties within public organizations or offices of the Public Administration, as well as in the credit, financial or insurance sector, and the investment services sector and collective investment-management sector, both of which are defined in the TUF:

[please specify the duties performed, the relevant organizations and period]

STATE THAT

I meet the independence requirements envisaged by Sec. 148(3), of the TUF

and

I meet the independence requirements envisaged by Sec. 3 of the Corporate Governance Code for listed companies /

I DO NOT meet the independence requirements envisaged by Sec. 3 of the Corporate Governance Code for listed companies

I, the undersigned, also:

UNDERTAKE, if appointed:
· to dedicate the time necessary to carry out effectively the office, also taking into account the indications on the activity carried out by the Statutory Auditors of UniCredit S.p.A. during 2018 contained in the Report "Appointment of the Board of the Statutory Auditors and of the substitute Statutory Auditors" and published on the Company's website;
not to take on administration and control positions within other companies beyond the limits established by the current provisions;
UNDERTAKE to promptly inform UniCredit S.p.A. of any changes in the above circumstances and, on request by the Company, to produce any documentation suitable to confirm the truthfulness of the facts declared:
DECLARES to have read the information notice reported below concerning the use of personal data from UniCredit S.p.A. and the rights pursuant to the articles 13 and 14 General Data Protection Regulation - GDPR (EU) 2016/679.

Signed took of our Date, 13.3.200

Annexes:

Curriculum vitae containing the personal and professional characteristics of the candidate
· List of the supervisory and controlling offices held in other companies
Information notice concerning the use and the protection of personal data

Curriculum Vitae

	PERSONALINFORMATION Prof. Avy. Paola Manes
	Via Zamboni 7, 40126 Bologna, Italy
	1 +39 - 051 - 656.97.88
	[email protected] X
	Sex Female Date of birth 09/07/1972 Nationality Italian
WORK EXPERIENCE
2016-ongoing	Director Unipol Banca S.p.A.
2019-ongoing	Administrator Bologna Business School
	2018-ongoing Member of Supervisory Body Philps Innovation S.p.A.
2018-ongoing	Visiting Professor at Brunel University, London
2016-ongoing	Substitute Auditor Unicredit S.p.A.
2013-2016	Independent Director Unipol Gruppo Finanziario S.p.A.(Financial Group) Bologna, Italy Part of Risk Management Committee, Supervisory Board, Remuneration Committee
2018-ongoing	Of counsel Studio Legale Cartwright-Pescatore, International Law Office
	Bologna, Italy
	2016- ongoing
2012-2018	Of counse Studio Legale Bovesi-Cartwright-Pescatore, International Law Office Bologna, Italy
	2012-ongoing Professor of Comparative Private Law
	Alma Mater Studiorum - University of Bologna, School of Law
	Bologna, Italy
	2011-ongoing Associate Professor of Private Law Alma Mater Studiorum - University of Bologna, Department of Legal Sciences
	Bologna, Italy
2013	Arbitrator

	Autorità per la vigilanza sui contratti pubblici di lavori servizi e forniture (AVCP) (Authority for the Supervision of Public Contracts for Work) ltaly
	2012 Expert in ICC arbitration proceedings London, UK
2010	Arbitrator Camera Arbitrale e di Conciliazione della Cooperazione (Conciliation and ArbitrationChamber) of Emilia Romagna, Italy
2005-2011	Legal professional Studio Legale Galgano, Bologna, Italy
2004	Of counsel Studio Legale e Tributario Camozzi e Bonissoni Milan, Italy
2004-2005	External consultant Sviluppo Italia S.p.A.
2002	Legal professional Withers LLP London, UK
2002	Legal professional Studio Legale Galgano, Milan, Italy
ACADEMIC ACTIVITY
	2017-2018 Course of Private Comparative Law Course of "Diritto civile della sicurezza dei prodotti e delle attività" (Private Law and product security) Alma Mater Studiorum - University of Bologna, School of Law
	2016-2017 Lecturer at Global MBA, Course of International Business Law Bologna Business School - Bologna, Italy
2015-2016 and 2016-2017 Course of Private Comparative Law Alma Mater Studiorum - University of Bologna, School of Law Course of Principles of Private law in business Alma Mater Studiorum - University of Bologna, School of Economics ( Rimini Campus)

	2014-2015 Course of Private Comparative Law Alma Mater Studiorum - University of Bologna, School of Law Course of Private Law Alma Mater Studiorum - University of Bologna, School of Economics (Rimini Campus)
	2014-2015 Lecturer at LLM in Banking and Finance Queen Mary University London - Institute for Commercial Studies, London
2013, 2016	Lecturer at LLM IE University, Madrid, Segovia, Spain
	2012-2013 and 2013-2014 Course of Private Comparative Law Alma Mater Studiorum - University of Bologna, School of Law Course of Private Law Alma Mater Studiorum - University of Bologna, School of Economics (Rimini Campus) Course of Commercial Law Alma Mater Studiorum - University of Bologna, School of Economics (Rimini Campus)
	2013-2014 Lecturer at "Get on board - O.D. Commercialisti" Bologna Business School - Bologna
from 2004-2005 to 2011-2012 Course of Private Law	Alma Mater Studiorum - University of Bologna, School of Economics (Rimini Campus)
	2012- ongoing Lecturer at LLM in Trust Law Consorzio Uniforma
	2009 Lecturer at LLM in Consumer Affairs Alma Mater Studiorum - University of Bologna, School of Economics (Rimini Campus)
2005-2006	Lecturer at LLM King's College London - London

	2004-2005 Lecturer in Business Law Campus)		Alma Mater Studiorum - University of Bologna, School of Economics (Rimini
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 Alma Mater Studiorum - University of Bologna				110/110 with honours
PERSONAL SKILLS
Mother tongue(s)	Italian
Other language(s)	UNDERSTANDING SPEAKING			WRITNG
	Listening	Receing	Spoken intersation	Speken production
English	C2	C2	C2	C2	C2
French	B2	B2	B2	B2	B1
PUBLICATIONS	Common European Framework of Reference for Languages		Levels: A1/A2: Basic user - B1/B2: Independent user - C1/C2 Proficient user
Monographs	"Il consenso al trattamento dei dati personali", Padua, 2001. ■		"Il superamento della personalità giundica. L'esperienza inglese", Padua, 1999. "Fondazione fiduciaria e patrimoni allo scopo", Padua, 2005.

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-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., Millan, 2015
· "Patimoni 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 art.: 14, 15, 24, 28 с.с., 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.
Articles " "Il diritto di pentimento nei contratti dei consumatori dalla legislazione francese alla nomativa 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;
- e "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 testamentano". 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, Quademi del notariato, n. 11, Milano, 2002, pp. 333-351;
- "Sui patrimoni destinati ad uno specifico affare" nella ifforma del diritto societario", Contr. Impr., 2003, pp. 181-210
- · "Resulting frust. basta la prova della volontà di trasferire il solo legal interest", Trusts e attività fiduciarie, 2004, pp. 240-244;
- a "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 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 dellimpresa 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 II 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 ail'impresa", il finanziamento delle PMI; directed by Cafaggi and Vella, Padua, 2008, pp. 75-89
" 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 patrimori, 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 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 civille, 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 di finanziamento, directed by Francesco Galgano, directed by Elisabetta Panzarini, Angelo Dolmetta, Sergio Patriarca, Bologna 2016.
V. V. 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.

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

	March 2017 Speaker at the Seminar "Regulating and supervising European Financial Markets: challenges, opportunities and risks" King's College London
	February 2017 Seminar and book launch: Contemporary changes in Regulating and Supervising European Financial Markets - Quo Vadis European Union? University of Applied Sciences, Berlin
	November 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
	2013 Tutor, scholarship on fiduciary duty and third parties' rights ("Il segreto fiduciario e i diritti dei terzi")
	Alma mater studiorum - University of Bologna, Department of Legal Sciences - Bologna, Italy
	2012-2018 Lecturer at Master in Trust Law
	Consorzio Uniforma - Roma, Italy
2005-2006	LLM Lecturer 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
	▪ Research project directed byProf. Fabio Alberto Roversi-Monaco on protection of

savings to PRIN COFIN ( from 2005 to 2008).
"Drafting Committee to the "Commentario compatto al codice civile" ed. F. Galgano, La tribuna, Piacenza (2008-2012).
· Referee CINECA (2012).
= World Universities Comparative Law Project Allen & Overy, Global Law Intelligence Unit - Prof. Philip Wood (2014-2015).
· Referee della rivista "Famiglia e diritto" (2012-in corso).
▪Project by Alma idea "Destinazione patrimoniale e causa fiduciaria: un approccio interdisciplinare per un prospettiva ricostruttiva unitaria" (2017subject to change).
· Drafting Committee to the journals "Contratto e impresa" and "Contratto e impresa Europa" (2009-ongoing).

Bologna, 13 March 2019

List of appointements:

Director Unipol Banca S.p.A.

Member of Supervisory Body Philps Innovation 'S.p.A.

Director Bologna Business School

,lel

1 2 MAR. 2019

THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE

STATEMENT CONCERNING THE PROFESSIONAL REQUIREMENTS AND KNOWLEDGE/ EXPERTISE ACCRUED IN THE AREAS OF COMPETENCY ENVISAGED BY THE DOCUMENT "PROFILE OF THE BOARD OF STATUTORY AUDITORS" ("PROFILE")

I, the undersigned Paola Manes (fiscal code MNSPLA72L49H501A) born in Rome, on 09/07/1972, resident in Bologna, Italian nationality, in relation to the appointment to the office of stand-in Statutory Auditor of UniCredit S.p.A. and in light of the information enclosed into the curriculum vitae, hereby state – without prejudice to the professional requirements set out by the current provisions - to possess adequate knowledge of and experience in among two of the areas of competency drawn up by the Profile, as is explained below:

Banking Business

Banking Governance

Risk and Control

Legal / Regulatory

Accounting & Audit

as well as

to possess a specific experience in the legal field and a proper knowledge of corporate organization and processes.

*****

Furthermore, with specific reference to the professional experience requirements set by section 1.2.1 of the "Profile", I declare

for at least three years, even alternatively:

to have practiced the activity of legal auditing of accounts,

to have performed management or control activities or held managerial positions in the banking, financial, securities or insurance sectors;

to have performed management or control activities or held managerial positions in listed companies or in companies whose size or complexity is greater than, or equal to, the UniCredit ones (in terms of revenue, nature and complexity of the organization or activities performed);

to have practiced professional activities in the fields relating to the banking, financial, securities or insurance sectors or other activities of relevance for UniCredit; the professional activity has to respond to proper complexity levels also with regard to the beneficiaries of the services provided and it has to be performed continuously and predominantly in the abovementioned sectors;

to have taught, at University level (as first or second level) on subjects concerning - in the field of law banking, commercial and/or fiscal 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 relating to the banking, financial, real estate or insurance activities;

to have performed managerial/executive functions in public organizations or offices of the public administration relating to the banking, financial, securities or insurance sectors under the condition that the entity in which the corporate officers had performed such activities has a size or complexity similar to, or greater than, UniCredit ones.

*****

I undertake to promptly inform UniCredit S.p.A. of any subsequent changes of the above stated.

Date, 12 March 2019 (Paola Manes)

AI assistant

Unicredit — Proxy Solicitation & Information Statement 2019

4272_rns_2019-03-21_8f9eda02-616a-4ba8-a370-2afe601bbcc9.pdf

One Bank, One UniCredit.

List no. 1

List 1

Allianz Finance II Luxembourg S.à.r.l.

Candidates as permanent Statutory Auditor of UniCredit S.p.A.

Number/ Surname and Name

Candidates as substitute Statutory Auditor of UniCredit S.p.A.

Number/ Surname and Name

NOTES FOR FILING

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.

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

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS, ALSO BY REGULATORY ONES.

STATE THAT

CERTIFY THAT

STATE THAT

Enrollment with the Register of Chartered Accounting Auditors: no. 7084; period of the activity: from 04/1995 to 03/2019.

STATE THAT

PERSONAL INFORMATION

PRACTICE AREAS

PROFESSIONAL REGISTER

EDUCATION

PROFESSIONAL EXPERIENCES

MAIN OPERATIONS

PUBLICATIONS

TECHNICAL CONTRIBUTIONS AND TEXTS PUBLISHED

CBA

CURRENTLY HELD POSITIONS

NON-LONGER HELD POSITION – HYSTORICAL REGISTER

THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE

STATEMENT CONCERNING THE KNOWLEDGE / EXPERTISE ACCRUED IN THE AREAS OF COMPETENCY ENVISAGED BY THE DOCUMENT "PROFILE OF THE BOARD OF STATUTORY AUDITORS" ("PROFILE")

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS, ALSO BY REGULATORY ONES.

STATE THAT

CERTIFY THAT

STATE THAT

STATE THAT

MS. BENEDETTA NAVARRA, ESQ.

Practice areas

Main appointments on going

Former appointments

Education, Teaching and Publications

THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE

STATEMENT CONCERNING THE KNOWLEDGE / EXPERTISE ACCRUED IN THE AREAS OF COMPETENCY ENVISAGED BY THE DOCUMENT "PROFILE OF THE BOARD OF STATUTORY AUDITORS" ("PROFILE")

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS, ALSO BY REGULATORY ONES.

STATETHAT

CERTIFY THAT

STATETHAT

STATE THAT

PROF. DOTT. GUIDO PAOLUCCI

GUIDO PAOLUCCI Born in Rimini (RN) on 6 January 1969

EDUCATION AND PROFESSIONAL PROFILE

PROFESSIONAL ACTIVITIES

PREVIOUSLY HELD AND CURRENT POSTS

Main posts previously held (from 1998)

Current posts (as at March 2019)

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

MAIN PUBLICATIONS ON ECONOMIC / BUSINESS TOPICS

Main books

Mail articles published in international reviews

FOREIGN LANGUAGES

PROF. DOTT. GUIDO PAOLUCCI

Current posts held by Prof. Guido Paolucci in Companies According to art. 2400, last paragraph, of Codice Civile (March 2019) ARE NOT INCLUDED FOUNDATIONS, ASSOCIATIONS ANO OTHER NO PROFIT ORGANIZATIONS

THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE

STATEMENT CONCERNING THE KNOWLEDGE / EXPERTISE ACCRUED IN THE AREAS OF COMPETENCY ENVISAGED BY THE DOCUMENT "PROFILE OF THE BOARD OF STATUTORY AUDITORS" ("PROFILE")

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF REASONS FOR INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY, AS WELL AS REGARDING THE MEETING OF THE REQUIREMENTS PROVIDED FOR BY CURRENT PROVISIONS, ALSO BY REGULATORY ONES.

STATE THAT

CERTIFY THAT

STATE THAT

STATE THAT

C U R R I C U L U M V I T A E IN E U R O P E A N F O R M A T

PERSONAL INFORMATION

Single Auditor:

Municipality Auditor:

Ended positions

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