UniCredit S p A : Major shareholding notifications - NOTICE OF MEETING

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE OBG HOLDERS. IF THE OBG HOLDERS ARE IN DOUBT AS TO THE ACTIONS THEY SHOULD TAKE OR TO THE IMPACT OF THE EXTRAORDINARY RESOLUTIONS RELATING TO A SERIES RESERVED MATTER, THEY SHOULD SEEK THEIR OWN FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

NOTICE OF MEETING AND EXTRAORDINARY RESOLUTION RELATING TO A SERIES

RESERVED MATTER

of the holders of the following outstanding Series of OBG (each identified by reference to the relevant ISIN Code)

(i)	IT0005090813 (for an aggregate nominal amount of € 1.000.000.000);
(ii)	IT0005188476 (for an aggregate nominal amount of € 1.000.000.000);
(iii)	IT0005188484 (for an aggregate nominal amount of € 1.000.000.000);
(iv)	IT0005188492 (for an aggregate nominal amount of € 1.000.000.000);
(v)	IT0005188500, (for an aggregate nominal amount of € 1.000.000.000);
(vi)	IT0005188526, (for an aggregate nominal amount of € 1.000.000.000);
(vii)	IT0005188534, (for an aggregate nominal amount of € 1.000.000.000);
(viii)	IT0005188542, (for an aggregate nominal amount of € 1.000.000.000);
(ix)	IT0005212987, (for an aggregate nominal amount of € 1.000.000.000);
(x)	IT0005314536, (for an aggregate nominal amount of € 1.000.000.000);
(xi)	IT0005337891, (for an aggregate nominal amount of € 750.000.000);
(xii)	IT0005337883, (for an aggregate nominal amount of € 1.000.000.000);
(xiii)	IT0005337867, (for an aggregate nominal amount of € 1.000.000.000);
(xiv)	IT0005337834, (for an aggregate nominal amount of € 750.000.000);
(xv)	IT0005340580, (for an aggregate nominal amount of € 1.000.000.000);
(xvi)	IT0005340606, (for an aggregate nominal amount of € 1.000.000.000);
(xvii)	IT0005356628, (for an aggregate nominal amount of € 1.000.000.000);
(xviii)	IT0005391823, (for an aggregate nominal amount of € 50.000.000);
(xix)	IT0005412165, (for an aggregate nominal amount of € 1.700.000.000);
(xx)	IT0005483646, (for an aggregate nominal amount of € 1.000.000.000); and
(xxi)	IT0005483638, (for an aggregate nominal amount of € 1.000.000.000),

(together, the "OBG")

issued in the context of

the Euro 35,000,000,000 Obbligazioni Bancarie Garantite Programme guaranteed by

UniCredit OBG S.r.l. established by

UniCredit S.p.A.

(the "Issuer" or "UniCredit")

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the OBG (the "OBG Holders") is convened and will be held exclusively by way of audio-conference and/or video-conference, on 16 May 2022 at 11:00 am (Central European Time), for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution relating to a Series Reserved Matter in accordance with the terms and conditions of the OBG (the "Conditions") and the Rules of the Organisation of the OBG Holders attached to the Conditions.

Unless the context otherwise requires, capitalised terms used in this Notice have the meanings given to them in the prospectus of the OBG dated 7 June 2021, as supplemented on 4 February 2022 (the "Prospectus").

This Notice sets out below the full text of the resolution to be proposed at the Meeting.

The Voting Certificate for the purpose of the Meeting may be obtained from a Monte Titoli Account Holder in accordance with the provisions of the regulation issued jointly by the Bank of Italy and CONSOB on 13 August 2018, as amended from time to time.

For the purpose of the Meeting, a OBG Holder may also obtain from the Paying Agent or require the Paying OBG Agent to issue a Block Voting Instruction by arranging for such OBG to be (to the satisfaction of the Paying Agent) held to its order or under its control or blocked in an account in the relevant clearing system, the Monte Titoli Account Holder or the relevant custodian not later than 48 hours before the time fixed for the Meeting.

To comply with the national regulations issued on the containment and management of the epidemiological emergency caused by COVID-19 (Coronavirus), the Meeting will be held via audio-conference and/or video-conference. All participants will be identified, and such identification will be recorded in the relevant minutes, and the participants may follow and intervene in the discussion of the items in the agenda in real time. The Meeting will be deemed to take place at the Offices of UniCredit S.p.A., at Piazza Gae Aulenti, 3, Tower A, 20154 Milano, Italy.

The details for connecting to the audio-conference/video-conference are the following:

Microsoft Teams meeting

Join on your computer or mobile appClick here to join the meeting

Join with a video conferencing [e-mail]

Video Conference ID: 123 949 972 5

Alternate VTC instructions

Or call in (audio only)

[phone],,403027626# United Kingdom, London Phone Conference ID: 403 027 626#

Find a local number

https://teams.microsoft.com/l/meetup-join/19%3ameeting_M2M0MWI1N2UtNjdlOC00Y2Q2LTk5ODEtOWFkN2I1NThlMTA1%40thread.v 2/0?context=%7b%22Tid%22%3a%22f908d3cb-b19c-42d3-ba42-7048b8119818%22%2c%22Oid%22%3a%2248bd1e23-3e56-4112-8447-aac478bd25a3%22%7dThe meeting will be held pursuant to the article 24.1.2 of the Rules of the Organisation of the OBG Holders.

The terms of the EXTRAORDINARY RESOLUTION RELATING TO A SERIES RESERVED MATTER are as follows:

"THAT this Meeting of the holders of the following outstanding Series of OBG (each identified by reference to the relevant ISIN Code):

(i)	IT0005090813 (for an aggregate nominal amount of € 1.000.000.000);
(ii)	IT0005188476 (for an aggregate nominal amount of € 1.000.000.000);
(iii)	IT0005188484 (for an aggregate nominal amount of € 1.000.000.000);
(iv)	IT0005188492 (for an aggregate nominal amount of € 1.000.000.000);
(v)	IT0005188500, (for an aggregate nominal amount of € 1.000.000.000);
(vi)	IT0005188526, (for an aggregate nominal amount of € 1.000.000.000);
(vii)	IT0005188534, (for an aggregate nominal amount of € 1.000.000.000);
(viii)	IT0005188542, (for an aggregate nominal amount of € 1.000.000.000);
(xix)	IT0005212987, (for an aggregate nominal amount of € 1.000.000.000);
(x)	IT0005314536, (for an aggregate nominal amount of € 1.000.000.000);
(xi)	IT0005337891, (for an aggregate nominal amount of € 750.000.000);
(xii)	IT0005337883, (for an aggregate nominal amount of € 1.000.000.000);
(xiii)	IT0005337867, (for an aggregate nominal amount of € 1.000.000.000);
(xiv)	IT0005337834, (for an aggregate nominal amount of € 750.000.000);
(xv)	IT0005340580, (for an aggregate nominal amount of € 1.000.000.000);
(xvi)	IT0005340606, (for an aggregate nominal amount of € 1.000.000.000);
(xvii)	IT0005356628, (for an aggregate nominal amount of € 1.000.000.000);
(xviii)	IT0005391823, (for an aggregate nominal amount of € 50.000.000);
(xix)	IT0005412165, (for an aggregate nominal amount of € 1.700.000.000);
(xx)	IT0005483646, (for an aggregate nominal amount of € 1.000.000.000); and
(xxi)	IT0005483638, (for an aggregate nominal amount of € 1.000.000.000),

(together, the "OBG")

issued in the context of the Euro 35,000,000,000 Obbligazioni Bancarie Garantite Programme guaranteed by UniCredit OBG S.r.l. established by UniCredit S.p.A. (the "Issuer" or "UniCredit"),

HEREBY, by this Extraordinary Resolution relating to a Series Reserved Matter (adopted pursuant to article 24.1.2 of the Rules of the Organisation of the OBG Holders), resolves as follows:

(1) Instructions to the Representative of the OBG Holders to give its written consent to the OBG Guarantor

to assent, authorise, direct and instruct the Representative of the OBG Holders to give its written consent to the OBG Guarantor pursuant to clause 8.2(vi) of the Intercreditor Agreement and article 31.4 of the Rules of the Organisation of the OBG Holders to: (i) amend the structure of the Programme so that, in case of default of the Issuer to pay the relevant Final Redemption Amount of a Series on the applicable Maturity Date, the obligations of the OBG Guarantor to pay all or (as applicable) part of the relevant Final Redemption Amount payable on the applicable Maturity Date of that Series will be deferred for a maximum period of 12 months following the applicable Maturity Date; (ii) amend the Intercreditor Agreement, the Conditions, the Portfolio Administration Agreement, the Master Definition Agreement, the OBG Guarantee and the Dealer Agreement substantially as set out in the master amendment agreement attached as schedule 1 to the request of consent letter from the OBG Guarantor dated 22 April 2022 (the "Request of Consent Letter") (the "Master Amendment Agreement"); (iii) amend the Final Terms relating to the Series 2015-1, the Series 2016-2, the Series 2016-3, the Series 2016-4, the Series 2016-5, the Series 2016-6, the Series 2016-7, the Series 2016-8, the Series 2016-9, the Series 2017-5, the Series 2018-1, the Series 2018-2, the Series 2018-3, the Series 2018-4, the Series 2018-5, the Series 2018-6, the Series 2018-7, the Series 2019-1, the Series 2020-1, the Series 2022-1 and the Series 2022-2 substantially as set out in the final terms amendment agreement attached as schedule 2 to the Request of Consent (the "Final Terms Amendment Agreement"); and (iv) enter into the Master Amendment Agreement, the Final Terms Amendment Agreement and any other document, letter and/or agreement for the purpose to give effect to the Master Amendment Agreement and the Final Terms Amendment Agreement.

(2) Instructions to the Representative of the OBG Holders to execute the Master Amendment Agreement and the Final Terms Amendment Agreement

to assent, authorise, direct, instruct and grant all the powers to the Representative of the OBG Holders to enter into and execute in its own name and in the name and on behalf of the OBG Holders the Master Amendment Agreement and the Final Terms Amendment Agreement.".

1

BACKGROUND

On 22 April 2022 the Representative of the OBG Holders has received from the OBG Guarantor a letter attached hereto as Annex 1 (the "Request of Consent Letter") whereby the OBG Guarantor has requested the Representative of the OBG Holders to give its consent pursuant to clause 8.2(vi) of the Intercreditor Agreement and article 31 of the Rules of the Organisation of the OBG Holders to: (i) amend the structure of the Programme so that in case of default of the Issuer to pay the relevant Final Redemption Amount of a Series on the applicable Maturity Date, the obligations of the OBG Guarantor to pay all or (as applicable) part of the relevant Final Redemption Amount payable on the applicable Maturity Date of that Series will be deferred for a maximum period of 12 months following the applicable Maturity Date; (ii) amend the Intercreditor Agreement, the Conditions, the Portfolio Administration Agreement, the Master Definition Agreement, the OBG Guarantee and the Dealer Agreement substantially as set out in the master amendment agreement attached as schedule 1 to the Request of Consent Letter (the "Master Amendment Agreement"); (iii) amend the Final Terms relating to the Series 2015-1, the Series 2016-2, the Series 2016-3, the Series 2016-4, the Series 2016-5, the Series 2016-6, the Series 2016-7, the Series 2016-8, the Series 2016-9, the Series 2017-5, the Series 2018-1, the Series 2018-2, the Series 2018-3, the Series 2018-4, the Series 2018-5, the Series 2018-6, the Series 2018-7, the Series 2019-1, the Series 2020-1, the Series 2022-1 and the Series 2022-2 substantially as set out in the final terms amendment agreement attached as schedule 2 to the Request of Consent (the "Final Terms Amendment Agreement"); and (iv) enter into the MasterAmendment Agreement, the Final Terms Amendment Agreement and any other document, letter and/or agreement for the purpose to give effect to the Master Amendment Agreement and the Final Terms Amendment Agreement

The Meeting is convened by the Representative of the OBG Holders for the purpose of obtain from the OBG Holders the authorisation and instructions to:

• (a) give its written consent to the OBG Guarantor pursuant to clause 8.2(vi) of the Intercreditor Agreement and article 31.4 of the Rules of the Organisation of the OBG Holders to: (i) amend the structure of the Programme so that in case of default of the Issuer to pay the relevant Final Redemption Amount of a Series on the applicable Maturity Date, the obligations of the OBG Guarantor to pay all or (as applicable) part of the relevant Final Redemption Amount payable on the applicable Maturity Date of that Series will be deferred for a maximum period of 12 months following the applicable Maturity Date; (ii) amend the Intercreditor Agreement, the Conditions, the Portfolio Administration Agreement, the Master Definition Agreement, the OBG Guarantee and the Dealer Agreement as set out in the Master Amendment Agreement; (iii) amend the Final Terms relating to the Series 2015-1, the Series 2016-2, the Series 2016-3, the Series 2016-4, the Series 2016-5, the Series 2016-6, the Series 2016-7, the Series 2016-8, the Series 2016-9, the Series 2017-5, the Series 2018-1, the Series 2018-2, the Series 2018-3, the Series 2018-4, the Series 2018-5, the Series 2018-6, the Series 2018-7, the Series 2019-1, the Series 2020-1, the Series 2022-1 and the Series 2022-2 as set out in the Final Terms Amendment Agreement; and (iv) enter into the Master Amendment Agreement, the Final Terms Amendment Agreement and any other document, letter and/or agreement for the purpose to give effect to the Master Amendment Agreement and the Final Terms Amendment Agreement; and

• (b) to enter into and execute in its own name and in the name and on behalf of the OBG Holders the Master Amendment Agreement and the Final Terms Amendment Agreement.

In light of the above, in order to give its consent pursuant to clause 8.2(vi) of the Intercreditor Agreement and article 31.4 of the Rules of the Organisation of the OBG Holders, the Representative of the OBG Holders has hereby convened the Meeting in accordance with article 24.1.2 of the Rules of the Organisation of the OBG Holders in order to obtain the instructions from the OBG Holders as to how it should act, also in accordance with article 28.7 (Obtaining instructions) of the Rules of the Organisation of the OBG Holders.

Neither the OBG Guarantor, the Issuer nor the Representative of the OBG Holders expresses any view or makes any recommendation as to the merits of the Extraordinary Resolution relating to a Series Reserved Matter or any view as to whether the OBG Holders would be acting in their best interests in voting for or against the Extraordinary Resolution relating to a Series Reserved Matter. The Representative of the OBG Holders has not been involved in formulating or negotiating the Extraordinary Resolution relating to a Series Reserved Matter relating to the OBG or this Notice and, in accordance with the normal practice, makes no representation that all relevant information has been disclosed to the OBG Holders in or pursuant to this Notice.