Prospectus - Notowania

Fondazione Ugo Foscolo
(UniCredit & Universities)
- 305 -
Member of the Board
of Directors
Incumbent
With the exception of Sergio Pietro Ermotti, who holds a major equity investment in
Enterra S.A., Tessal S.A., Kurhaus Cademario S.A. and Explanade Hotel Resort &
Spa SA, as far as the Issuer is aware, none of the senior managers hold or have held, in
the last five years, significant equity investments (more than 2% in listed companies
and 10% in unlisted companies).
Except as indicated in the First Section, Chapter 20, Paragraph 20.10, as far as the
Issuer is aware, none of the company’s senior managers, in the five years preceding
the date of the Prospectus: (i) have been convicted of fraud; (ii) been declared
bankrupt or subject to insolvency proceedings or has been associated, as part of
execution of the duties of their office, to any bankruptcy, or controlled administration
procedures or liquidation; and (iii) have incurred official incriminations and/or
sanctions from public or regulatory authorities (including designated professional
associations) nor debarments, imposed by a court, from fulfilling the role of member
of an administrative, management or control body of the company or a ban on the
execution of management or direction activities of any company.
None of the senior managers indicated in the tables above have relationships with
members of the Board of Directors, members of the Board of Statutory Auditors
and/or the senior managers of the Issuer.
14.2. Conflict of interest of the administration, management and control bodies and
senior managers
14.2.1. Potential conflicts of interest of members of the Board of Directors, Board of
Statutory Auditors or senior managers
As at the date of the Prospectus, as far as the Issuer is aware, no member of the Board
of Directors, Board of Statutory Auditors or the company’s senior managers had
conflicts of interest with the obligations deriving from office or the position held at the
Issuer or the Group, except for those relating to transactions subject to the competent
bodies of UniCredit and/or companies in the UniCredit Group according to the
procedures set out, in strict compliance with the legislation in force. In fact, the
members of UniCredit's administrative, management or control bodies are required to
observe the provisions described below, aimed at regulating significant events from
the viewpoint of the existence of a specific interest in carrying out a transaction:
- article 136 of the TUB (Consolidated Banking Act) imposes the adoption of a
special authorisation procedure (decision of the administrative body taken
unanimously and with the favourable votes of all members of the control body
and, where necessary, approval of the parent company) in the event in which a
bank or a company forming part of a banking group contracts obligations of any
nature or carries out purchase/sales, directly or indirectly, with the respective
company representatives or in the case in which another company/bank in the
same banking group effects loan transactions with company representatives of the
same banking group. To this end, also significant are the obligations existing with