Prospectus - Notowania

Additionally, the Shareholders’ Meeting, based on the proposal of the Board of
Directors, may resolve the creation or increase of extraordinary and special reserves to
be funded by net profit which may have priority over the allocations in letters c), d)
and e) above.
21.2.4. Description of the procedures for modifying shareholders’ rights, indicating the
cases in which the conditions are more restrictive than the terms provided by law
In the Articles of Association there are no provisions for specific conditions under
which the rights of shareholders may be modified, other than those provided for by
law. Specifically, the withdrawal right applies only in cases in which the right is
obligatory under the law. The withdrawal right is exercised in the manner and terms of
the prevailing law.
A shareholder’s lack of participation in approving resolutions extending the Issuer’s
duration or the introduction or removal of restrictions on share circulation does not
imply motive for withdrawal.
21.2.5. Description of the terms governing the procedure for convening Annual
Shareholders’ Meetings and the Extraordinary Shareholders’ Meetings, including
conditions for admission
The following are the major provisions in the Article of Association governing the
Issuer’s Ordinary Shareholders’ Meetings and the Extraordinary Shareholders’
Meetings. For further information, please refer to the Issuer’s Articles of Association
and applicable legislation.
Convocations
Pursuant to Title IV of the UniCredit Articles of Association, the Ordinary
Shareholders’ Meeting is convened at least once a year, under the terms provided by
law, to resolve on the issues for which it is competent by law and under the Articles of
Association.
The Extraordinary Shareholders’ Meeting is convened whenever an issue must be
resolved that is reserved for its competency by law.
The Shareholders’ Meeting is held in the head offices, at the location of Senior
Management, or in another location in Italy, as indicated in the convocation notice.
The meeting is convened, under the terms provided by applicable law, with a public
notice in the Official Journal of the Republic of Italy, including the agenda, without
prejudice to meeting any other applicable legal requirements.
The agenda of the Shareholders’ Meeting is set by the person with the power to
convene the meeting by law and under the Articles of Association, and on the basis of
the indications therein if it is convened upon shareholders’ request. The right to
modify the agenda may be exercised by a number of shareholders representing at least
0.50% of the share capital, in the cases, manner and terms indicated by applicable law.
Right of participation
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