UniCredit: The Board of Directors of UniCredit resolves the share capital increase reserved for the voluntary takeover offer launched by UniCredit S.p.A. on all the shares of Commerzbank Aktiengesellschaft

POLISH FINANCIAL SUPERVISION AUTHORITY

UNI - EN REPORT No

/

2026

Date of issue:

2026-09-10

Short name of the issuer

UniCredit

Subject

The Board of Directors of UniCredit resolves the share capital increase reserved for the voluntary takeover offer launched by UniCredit S.p.A. on all the shares of Commerzbank Aktiengesellschaft

Official market - legal basis

Inne uregulowania

Unofficial market - legal basis

Contents of the report:

Milan, 10 September 2026 – The Board of Directors of UniCredit S.p.A. ("UniCredit") has today unanimously resolved to exercise the delegation granted by the Extraordinary Shareholders' Meeting of 4 May 2026 pursuant to Article 2443 of the Italian Civil Code for a share capital increase against payment, in a divisible manner, with the exclusion of the pre-emptive right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code. The share capital increase is reserved to the voluntary public takeover offer launched by UniCredit on all the ordinary shares of Commerzbank Aktiengesellschaft ("Commerzbank") not directly held by UniCredit (the "Offer"). The Offer was announced pursuant to Section 10(1), first sentence, launched by submission to BaFin of the offer document pursuant to Sections 34 and 14(1), first sentence, and published pursuant to Sections 14(2) and 14(3) of the WpÜG, on the terms set out in the offer document published on 5 May 2026.

The share capital increase reserved to the Offer will be executed on the payment date of the Offer consideration, subject to the fulfilment (or waiver, in whole or in part, if applicable) of the conditions to the Offer.

In connection with the resolution, the Board of Directors of UniCredit has also provided the information pursuant to article 2343-quater, paragraph 3, letters a), b), c) and e), of the Italian Civil Code.

UniCredit shareholders representing, as of the date of the resolution, at least one-twentieth of the share capital, in the amount before the increase, may exercise their right pursuant to article 2443, paragraph 4, of the Civil Code, within thirty days from the registration of the resolution.

In accordance with applicable laws, the following documents are available to the public at the Company's Registered Office, on the website of the authorized storage mechanism managed by Teleborsa S.r.l. (www.emarketstorage.it/en) as well as on UniCredit website (www.unicreditgroup.eu/egm4may2026): (i) the explanatory report of the Board of Directors; (ii) the fairness opinion of the audit firm, KPMG S.p.A., on the issue price; (iii) the valuation report by the independent expert PricewaterhouseCoopers Business Services S.r.l. on the Commerzbank shares to be contributed.

The minutes of the Board of Directors' meeting have been filed today for registration with the Milan Monza Brianza Lodi Company Register and will be made available to the public within the terms provided by applicable laws at the Registered Office, through the authorized storage mechanism (www.emarketstorage.it/en) and on the website www.unicreditgroup.eu/egm4may2026.

Contacts:

Media Relations e-mail: MediaRelations@unicredit.eu

Investor Relations e-mail: InvestorRelations@unicredit.eu

Annexes

File

Description

PR_UniCredit_BoD deliberations_10092026.pdf

Press Release

Legal framework

Type of information

RegulatoryData

Collection Body

PLKNF

Unique data record identifier

Type of submission

New (to be used for new information)

Voluntary information flag

Date or period covered [Date or beginning of the period to which the information relates]

2026-09-10

Date or period covered [Date or end of the period to which the information relates]

2026-09-10

Personal data flag

Macierzyste państwo członkowskie, w stosownych przypadkach

PL

DocumentReference

Język, w którym przekazano informacje

Oryginał (ORIG) czy tłumaczenie (TRAN)

Numer referencyjny pliku danych

PL

ORIG

SubmittingEntity

Submitting entity LEI

or

Submitting entity name - natural person

549300TRUWO2CD2G5692

RelatedEntity/LegalPerson

Entity LEI

Size of the entity

Industry sector(s)

549300TRUWO2CD2G5692

Large group

(acc. NACE): K

UniCredit S.p.A.

(fullname of the issuer)

UniCredit

Banki (ban)

(short name of the issuer)

(sector according to clasification

of the WSE in Warsow)

00187

Rzym

(post code)

(city)

Specchi

(street)

(number)

(phone number)

(fax)

(e-mail)

(web site)

00348170101

n/a

(NIP)

(REGON)

SIGNATURE OF PERSONS REPRESENTING THE COMPANY

2026-09-10

Daniela Arienti

Group Media Relations