Prospectus - Notowania

Pursuant to Section 27 of the Article of Association, Senior Management is composed
of the General Managers, Deputy General Managers, members of the Management
Committee, employees allocated to said role as well as employees seconded to said
role.
Senior management ensures the management of the corporation and execution of
Board of Directors’ resolutions according to the policies established by the Managing
Director, or if this position has not been appointed, by the General Manager. The
Managing Director, or if this position has not been appointed, the General Manager,
establishes the power and authority of the Senior Management to carry out normal
company operations.
The Managing Director, General Managers, Deputy General Managers and members
of the Management Committee have the following power, without specific delegation:
a) to promote and sustain legal and administrative actions at any judicial level,
including the exercise, withdrawal or resignation of the right to file a lawsuit, and to
represent the Company in any legal or administrative proceedings, and, therefore, also
appeals and withdrawals and before the Council of State, with the right to settle and
make compromises in amicable arbitration compositions; b) to agree to mortgages and
liens, including through special representations, subscriptions, replacements,
abatements, deferments, and cancellations, as well as undertake registrations and
cancellations of any type, including independently of the loan payment to which said
subscriptions, registrations and cancellations refer; c) to undertake any transaction,
including collection and withdrawal of securities and commercial paper, with Banca
d’Italia, Cassa Depositi e Prestiti, Public Debt Administration, and, in any event, with
any public administration, including agencies, companies and businesses with
investments in the State or public entities and, additionally, to undertake all aspects
inherent to said transactions; d) to issue special mandates to complete certain ordinary
transactions and proxies for disputes; e) to assign, even individually to employees or
third parties, the right to represent the Company as a shareholder or as a third-party
delegate in the ordinary or extraordinary shareholders’ meetings of Italian and foreign
companies, in compliance with governing laws.
The Managing Director, or if this position has not been appointed, the General
Manager, may additionally delegate the powers described above to employees who are
part of the General Management or employees seconded to the General Management.
The Board of Directors has the power to establish organisational and/or decisionmaking
structures, such as regional management, distributed throughout local offices,
to which the Managing Director, or if this position has not been appointed, the General
Manager, may delegate the power and authority to manage branches, also by making
use of general management, determining the manner in which it is carried out.
21.2.3. Description of the rights, privileges and restrictions for each existing share class
Ordinary shares issued by the Company are registered.
In accordance with Section 5 of UniCredit Articles of Association, no party with
voting right may exercise said right, for any reason, for an amount of the Issuer's
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