| Please find attached the BOARD OF DIRECTORS' REPORT ON SECTIONS 1) AND 2) ON THE AGENDA OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF UNICREDIT S.P.A. OF 12 JANUARY 2017 . (prepared pursuant to Article 125-ter of Legislative Decree No 58 of 24 February 1998, as amended and pursuant to Article 72 and Appendix 3A of the Regulation adopted by Consob Resolution 11971 of 14 May 1999, as amended) This document is not for distribution, directly or indirectly, in or into the United, Canada, Japan or Australia . This document does not constitute and is not part of any offer or solicitation to purchase or subscribe for securities in the United States. The financial instruments mentioned in this document were not and will not be registered pursuant to the United States Securities Act of 1933 (the "Securities Act"). The financial instruments referred to herein may not be offered or sold in the United States other than in the cases of exemption from the registration obligation provided for by the Securities Act. There will be no public offering of securities in the United States. The distribution of this documentation in certain Countries might be forbidden pursuant to the law. The information contained in this document is not to be published or distributed in Canada, Japan or Australia, and is not an offer for sale in Canada, Japan, or Australia. This document contains certain forward-looking statements, estimates and forecasts reflecting management’s current views with respect to certain future events. Forward-looking statements, estimates and forecasts are generally identifiable by the use of the words “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Company’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Group participates. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The issuer’s ability to achieve its projected objectives or results is dependent on many factors which are outside management’s control. Actual results may differ materially from (and be more negative than) those projected or implied in the forwardlooking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. All forward-looking statements included herein are based on information available as of the date hereof. No undertaking or obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law is accepted. | |