Prospectus - Notowania

companies controlled by the aforementioned representatives or in which said
entities perform administrative, management or control duties, and with
companies controlled by the latter or that control them. The resolution is assumed
with the abstention of the interested party;
- Article 2391 of the Italian Civil Code requires that directors inform other directors
and the Board of Statutory Auditors of any interest that, on their own behalf or on
behalf of third parties, they hold in a given company transaction, notwithstanding
the abstention to the execution of the transaction should the member of the Board
of Directors involved be the company CEO;
- Article 2391-bis of the Italian Civil Code and article 9 of the Code of Conduct
provide that the companies which have recourse to the risk capital market adopt
special procedures to ensure the transparency and fundamental and procedural
correctness of the transactions with related parties. In compliance with the
provisions described and in line with international accounting standards, the
UniCredit Board of Directors has adopted an internal procedure on the basis of
which transactions carried out with related parties are subject to reporting to the
Board of Directors and to UniCredit’s Board of Statutory Auditors, according to
specific criteria, methods and timescales.
14.2.2. Agreements or understandings with the main shareholders, customers, suppliers
or other entities, as a result of which the members of the administrative,
management or control bodies or senior managers are chosen
The Issuer is not aware of any agreements or understandings with the main
shareholders, customers, suppliers or other entities, as a result of which the members
of the administrative, management or control bodies or senior managers are chosen.
14.2.3. Agreed restrictions by members of the Board of Directors and/or Board of
Statutory Auditors and/or managers with regards to the sale of Issuer securities
The members of the Board of Directors, Board of Statutory Auditors or the Issuer’s
senior managers have not agreed any restrictions on the sale, within a given period of
time, of securities the Issuer holds in its portfolio.
Without prejudice to the obligations of the aforementioned parties to meet regulations
on internal dealing and the procedure adopted by the UniCredit Board of Directors,
which regulates information obligations and limitations regarding any types of
transaction involving UniCredit shares and financial instruments linked to these,
effected by “relevant parties” of UniCredit and individuals closely linked to said
entities.
The cited procedure also contains operating provisions for the fulfilment of
information obligations, deriving from the quotation of UniCredit shares:
- on the Frankfurt Stock Exchange, in respect of BaFin (German Federal Financial
Supervisory Authority) pursuant to article 15a of Wertpapierhandelsgesetz–
WpHG (“Securities Trading Act”) and the related application instructions issued
by BaFin;
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