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UniCredit April 11th, 2019

In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.Pursuant to the Board of Statutory Auditors' election mechanism, the first candidate in the slate ranking second in terms of votes (the so-called "most voted minority slate") is automatically appointed as Chair. We would support the appointment as Chairperson of the candidate in the first place in the slate of the institutional investors (sub-item 3.2), as concerns may arise over advisory services provided by the first candidate the Allianz's slate to UniCredit Group companies, or in connection with transactions in which the Bank was involved. In order to increase the likelihood that the slate of the institutional investors will not be the most voted one, and therefore its candidate is elected as Chairman, we recommend that shareholders vote for the slate of Allianz (sub-item 3.1).

In item 7, shareholders are called to a binding vote on the Bank's remuneration policy. The quality of disclosure is at the highest levels in Italy, the amounts are reasonable and the executive variable remuneration is effectively structured to align the interests of executives and shareholders in the long term (the CEO's variable remuneration is exclusively based on a 3-year performance share plan). Therefore, we recommend approval.

UniCredit S.p.A.


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