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Unicredit Remuneration Information 2015

Apr 13, 2015

4272_def-14a_2015-04-13_6137a05d-8de8-4d88-bc02-82f461501cae.pdf

Remuneration Information

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ANNEX 2 TO 2015 GROUP COMPENSATION POLICY

2015 COMPENSATION SYSTEMS BASED ON FINANCIAL INSTRUMENTS FOR UNICREDIT GROUP EMPLOYEES

UniCredit Shareholders' Meeting - May 2015

INDEX

1.
INTRODUCTION
2.
2015
GROUP
INCENTIVE
SYSTEM
2.1
BENEFICIARIES
OF
THE
PLAN
2.2
THE
REASONS
FOR
THE
ADOPTION
OF
THE
PLAN
2.3
THE
PROCEDURE
FOR
THE
ADOPTION
OF
THE
PLAN
AND
THE
TIMEFRAME
FOR
THE
ASSIGNMENT
OF
THE
FINANCIAL
INSTRUMENTS
2.4
THE
CHARACTERISTICS
OF
THE
FINANCIAL
INSTUMENTS
ASSIGNED
3.
2015-2018
LONG
TERM
INCENTIVE
PLAN
FOR
GROUP
TOP
MANAGEMENT
3.1.
BENEFICIARIES
OF
THE
PLAN
3.2.
THE
REASONS
FOR
THE
ADOPTION
OF
THE
PLAN
3.3
THE
PROCEDURE
FOR
THE
ADOPTION
OF
THE
PLAN
AND
THE
TIMEFRAME
FOR
THE
ASSIGNMENT
OF
THE
FINANCIAL
INSTRUMENTS
3.4
THE
CHARACTERISTICS
OF
THE
FINANCIALINSTUMENTS
ASSIGNED
4.
2015
EMPLOYEE
SHARE
OWNERSHIP
PLAN
OF
UNICREDIT
GROUP
4.1
BENEFICIARIES
OF
THE
PLAN
4.2
THE
REASONS
FOR
THE
ADOPTION
OF
THE
PLAN
4.3
THE
PROCEDURE
FOR
THE
ADOPTION
OF
THE
PLAN
AND
THE
TIMEFRAME
FOR
THE
ASSIGNMENT
OF
THE
FINANCIAL
INSTRUMENTS
4.4
THE
CHARACTERISTICS
OF
THE
FINANCIAL
INSTUMENTS
ASSIGNED
5.
EXECUTION OF THE "2014 EMPLOYEE
SHARE
OWNERSHIP
PLAN
OF
UNICREDIT
GROUP"
5.1
BENEFICIARIES
OF
THE
PLAN
5.2
THE
REASONS
FOR
THE
ADOPTION
OF
THE
PLAN
5.3
THE
PROCEDURE
FOR
THE
ADOPTION
OF
THE
PLAN
AND
THE
TIMEFRAME
FOR
THE
ASSIGNMENT
OF
THE
FINANCIAL
INSTRUMENTS
5.4
THE
CHARACTERISTICS
OF
THE
FINANCIAL
INSTUMENTS
ASSIGNED
6.
EXECUTION OF THE "GROUP COMPENSATION SYSTEMS"
6.1
BENEFICIARIES
OF
THE
PLAN
6.2
THE
REASONS
FOR
THE
ADOPTION
OF
THE
PLAN
6.3
THE
PROCEDURE
FOR
THE
ADOPTION
OF
THE
PLAN
AND
THE
TIMEFRAME
FOR
THE
ASSIGNMENT
OF
THE
FINANCIAL
INSTRUMENTS
6.4
THE
CHARACTERISTICS
OF
THE
FINANCIAL
INSTRUMENTS
ASSIGNED

1.INTRODUCTION

Pursuant to the provision set forth in Article 114-bis of legislative decree no.58 of February 24th 1998 as well as to the provisions of the issuer adopted by CONSOB with resolution no.11971 of May 14th 1999 (the issuer "regulations") regarding the information to be disclosed to the market in relation to the granting of awarding plans based on financial instruments, the Board of Directors of UniCredit (the board of directors) prepared this information memorandum which will be reported to the Ordinary General Shareholders Meeting of UniCredit on May, 13 2015 which is called to resolve, inter alia, upon the approval for 2015 of the following new incentives plans:

  • "2015 Group Incentive System" is defined in order to reward employees with an incentive payable in cash and / or free UniCredit ordinary shares over a multi-year period, according to the modalities described below and subject to the achievement of specific performance objectives;
  • the "2015-2018 Long Term Incentive Plan for Group Top Management", aimed at aligning shareholders and Top Management interests, rewarding mid-long term value creation;
  • "Employee Share Ownership Plan of UniCredit Group 2015" aiming at offering to employees of the Group the possibility to invest in UniCredit shares at favorable conditions.

This Information Memorandum - prepared in compliance with Scheme 7 of Annex 3A to the Issuers Regulation – has also been prepared for the purpose of giving information concerning the execution of the following plans already approved by the General Shareholders Meeting of May 13 2014, May 11 2013, May 11, 2012 and of April 29, 2011.

  • "2014 Employee Share Ownership Plan of UniCredit Group" ("Let's Share for 2015");
  • "Group Compensation Systems" providing for the grant of free shares and performance stock options to a selected group of Group employees, according to the modalities described below, subject to the achievement of specific performance conditions:
  • o 2014 Group Incentive System
  • o 2013 Group Incentive System
  • o 2012 Group Incentive System ("Group Executive Plan")
  • o 2011 Group Executive Incentive System ("2011 Group Executive Plan")
  • o Share Plan for Group Key Resources ("Share Plan")

Pursuant to the definition set forth in article 84-bis of the issuer regulations, the above mentioned incentive plans, in consideration of their beneficiaries, have the nature of "relevant plans".

2. 2015 GROUP INCENTIVE SYSTEM

In compliance with the recent Bank of Italy provisions set forth in Circular 285, December 17th 2013 (Section "Disposizioni di vigilanza per le Banche) – 7th update of November 18th 2014, First Part, Title IV, Chapter 2, implementing the the Capital Requirements Directive 2013/36/EU (CRD IV) for the section concenring remuneration policies and in line with the guidelines issued by European Banking Authority (EBA), UniCredit defined compensation systems based on financial instruments in order to align shareholder and management interests, reward long term value creation, share price appreciation and motivate and retain key

Group resources. For this purpose it has been proposed the adoption of the Plan "2015 Group Incentive System", which provides for the allocation of an incentive – in cash and/or free UniCredit ordinary shares – to be granted in a multi-year period, subject to the achievement of specific performance objectives.

2.1 BENEFICIARIES OF THE PLAN

The employees of UniCredit and of its parent companies or subsidiaries that benefit from the 2015 Group Incentive System are circa 1.100 Group Executives and other selected roles whose activities have impacts on Bank's risks as specified in section 2.1.2.

On the basis of the criteria established by Shareholders Meeting, the Board of Directors will be delegated to identify the actual beneficiaries belonging to the categories described in this section 2.1.

2.1.1 Indication of the name of beneficiaries who are members of the board of directors of UniCredit and of the companies directly or indirectly controlled by UniCredit

Mr. Federico Ghizzoni – CEO of UniCredit - is among the beneficiaries of the 2015 Group Incentive System.

It is worth mentioning that certain potential beneficiaries of the 2015 Group Incentive System, in addition to the exercise of their managing powers connected to their offices, held offices in Management Bodies of companies, directly or indirectly, controlled by UniCredit. In light of the fact that such individuals are amongst the beneficiaries of the 2015 Group Incentive System in their capacity as employees of UniCredit Group, no information as to their name is provided hereto and reference shall be made to the information provided below.

2.1.2 The categories of employees or collaborators of UniCredit and companies controlling or controlled by this issuer

The employees of UniCredit and of its parent companies or subsidiaries that are defined as Identified Staff and benefit from the 2015 Group Incentive System are defined based on criteria provided by European Banking Authority (EBA) regulatory technical standards issued on 16th of December, as follows:

  • Chief Executive Officer (CEO), General Manager (GM), Deputy General Managers (DGMs), Senior Executive Vice Presidents (SEVP), Executive Vice Presidents (EVP), Senior Vice Presidents (SVP), members of the Management bodies of relevant Group Legal Entities
  • Employees with total remuneration greater than €500,000 in the last year
  • Employees included within 0,3% of staff with the highest remuneration at Group level
  • Employees whose remuneration is within the remuneration bracket of senior management and other risk takers
  • Other selected roles (defined also during possible future hiring processes)

2.1.3 Individuals who benefit from the Plan belonging to the following groups:

a) General Managers of UniCredit

Among the potential beneficiaries of the 2015 Group Incentive System, along with the CEO, already mentioned, there is the General Manager, Mr. Roberto Nicastro, who currently carries out management activities of UniCredit or anyway has regular access to privileged information and is authorized to take resolutions capable of influencing the development and prospects of UniCredit in any case.

b) other executives with strategic responsibilities of the financial instrument issuer not classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the board of directors or management board, and to the general managers of the financial instrument issuer;

None of UniCredit executives meets the description; therefore no information is provided in connection thereto.

c) natural persons controlling UniCredit, who are employee or collaborator of UniCredit.

No individual controls UniCredit and, therefore, no information is provided in connection thereto.

2.1.4 Description and numerical indication, broken down according to category :

a) Executives with strategic responsibilities other than those specified under lett. B) of paragraph 2.1.3

Amongst the beneficiaries of the 2015 Group Incentive System, along with the CEO, there are n. 7 executives of UniCredit who have regular access to privileged information and are authorized to take resolutions capable of influencing the development and prospects of UniCredit:

  • the General Manager, Mr. Roberto Nicastro (already mentioned);
  • the Deputy General Managers, Mr. Paolo Fiorentino and Mr. Gianni Franco Papa;
  • the Head of Planning, Finance & Administration, Mrs. Marina Natale;
  • the Group Chief Risk Officer, Mr. Alessandro Decio;
  • the Group Head of Human Resources, Mr. Paolo Cornetta;
  • the Group Compliance Officer, Mr. Carlo Appetiti.

b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all executives with strategic responsibilities of the financial instrument issuer

This provision is not applicable and, therefore, no information is provided in connection thereto.

c) other categories of employees or collaborators for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees etc.)

There are no classes of employees to which different characteristics of the 2015 Group Incentive Systems apply.

2.2 THE REASONS FOR THE ADOPTION OF THE PLAN

2.2.1 The targets which the parties intend to reach through the adoption of the plan.

The 2015 Group Incentive System aims to attract, retain and motivate Group beneficiaries in compliance with national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long term company strategies and goals, linked to Group results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the bank and the system in its whole.

The 2015 Group Incentive System is compliant with Group compensation policy and with the most recent national and international regulatory requirements providing for:

  • allocation of a variable incentive defined based on available bonus pool, individual performance evaluation, internal benchmark for specific roles/markets and bonus cap as set by the Ordinary Shareholder's meeting;
  • definition of a balanced structure of upfront (done at the moment of performance evaluation) and deferred payments, in cash and in shares;
  • distributions of share payments, coherently with the applicable regulatory requirements regarding the application of share retention periods. The payment structure defined requires a retention period on upfront shares of 2 years and of 1 year for deferred shares;
  • risk adjusted metrics in order to guarantee long-term sustainability with respect to company's financial position and to ensure compliance with regulatory expectations;
  • malus condition (Zero Factor) applies in case specific thresholds (profitability, capital & liquidity) are not met at both Group and Country/Division levels. In particular, the Bonus Pool of 2015 will be zeroed, while previous systems deferrals could be reduced from 50% to 100% of their value, based on final effective results and dashboard assessments done by CFO and CRO.

2.2.2 Principal factors of variation and performance indexes taken into account for the assignment of plans based on financial instruments.

Individual bonuses will be allocated managerially based on available bonus pool, individual performance evaluation andinternalbenchmarking for specific roles/markets.

Individual performance appraisal is based on specific goals, linked to the UniCredit 5 Fundamentals of Competency Model: "Client Obsession"; "Execution and Discipline"; "Cooperation and Synergies"; "Risk Management"; "People and Business Development".

Incentive payouts shall be made over a multi-year period (2016-2021) subject to continuous employment at each date of payment and as follows:

  • in 2016 the first installment of the overall incentive will be paid in cash (1st installment) in absence of any individual values / compliance breach, considering also the gravity of any internal/external findings (i.e. Audit, Bank of Italy, Consob and/or analogous local authorities);
  • over the period 2017-2021 the remainder of the overall incentive will be paid in several installments in cash and/or UniCredit free ordinary shares; each further tranche will be subject to the application of the Zero Factor for the year of allocation and in absence of any individual /values compliance breach, considering also the gravity of any internal/external findings (i.e. Audit, Bank of Italy, Consob and/or analogous local authorities).

2.2.3 The factors assumed as basis for the determination of the compensation based upon financial instruments, or the criteria for the determination of the aforesaid compensation.

In 2015 System the link between profitability, risk and reward is assured by linking directly bonus pools with company results – at Group and Country/Division level – cost of capital and risk profiles relevant for the Group as stated in the Group Risk Appetite Framework.

At this stage, the 2015 Group Incentive System does not contain an exact indication of the value of free shares to be actually allocated to the beneficiaries, rather it merely fixes the maximum number of the free shares to be issued with reference to the Plan. In any case, are already established the criteria that the Board of Directors should follow, in the resolutions that after the Annual Shareholders' Meeting approval will execute the Plans, to define the actual number of beneficiaries and the number of free shares to be granted.

The 2015 Group Incentive System provides that in 2016 will be formulated the promise to pay the incentive in cash and shares. The percentages of the payments in cash and shares are linked to the beneficiaries' categories as described in the following points of this document.The final evaluation of sustainable performance parameters and risk-reward alignment will be reviewed by the Remuneration Committee and defined under the responsibility and governance of the Board of Directors.

2.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by UniCredit, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments.

The 2015 Group Incentive System does not contemplate the allocation of similar financial instruments.

2.2.5 The evaluations, with respect to the relevant tax and accounting implications, taken into account in the definition of the plans.

The 2015 Group Incentive System definition has not been influenced by significant tax or accounting consideration. In particular, the tax and social securities regime applied to the free shares allocated will be consistent with legislation in place in the countries where the beneficiary is fiscally resident.

2.2.6 The indication as to whether the plan enjoys any support from the special fund for encouraging worker participation in the companies, as provided for under Article 4, paragraph 112, of Law December, 24 2003 n. 350.

The 2015 Group Incentive System is not currently supported by the special fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December 24, 2003 n. 350.

2.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL INSTRUMENTS

2.3.1 Powers delegated to the board of directors by the shareholders' meeting for the implementation of the plan.

The best solution identified to execute the 2015 Group Incentive System is to delegate the Board of Directors, pursuant to sect. 2443 of the Civil Code, the faculty to increase share capital as described in the Director's Report presented to the Extraordinary Shareholders' Meeting called for on May 13, 2015 (in single call).

In force of this delegation, the Board of Directors could resolve:

on one or more occasions for a maximum period of five years - to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of 29,490,000 UniCredit ordinary shares, to be granted to employees of the Holding Company and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Provisions Linked to the Medium Term Incentive System for Group Personnel" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

Related to section 2443 of Civil Code that provides that the Directors can exercise the right to carry out a free capital increase for a maximum period of five years starting from the date when the Shareholders' meeting resolution providing the delegation of power has been registered and therefore - regarding the date of the AGM resolution - until 2020, in order to assign last share installment provided for 2021 it will be necessary to submit to a future AGM approval a proposal aimed at integrating the delegation of power already provided to the Board of Directors so that the implementation of 2015 System can be completed.

The number of shares to be allocated in the respective installments (as described in § 2.4.1.) shall be defined in 2016, on the basis of the arithmetic mean of the official market closing price of UniCredit ordinary shares during the month preceding the Board resolution that approves 2015 bonuses. The allocation of a maximum number of 31,500,000 UniCredit ordinary shares is proposed, representing about 0.54% of UniCredit share capital, of which maximum n° of 5,040,000 UniCredit ordinary shares devoted to the payment of so called "bonus buy-out"

In case the amount of the "Provisions Linked to the Medium Term Incentive System for Group Personnel" does not allow the issuance (full or partial) of UniCredit ordinary shares to service the 2015 System, an equivalent amount in cash will be allocated to the beneficiaries, determined in base of arithmetic mean of the official market closing price of UniCredit ordinary shares during the month preceding the Board resolution that approves 2015 bonuses.

2.3.2 Indication of the individuals in charge of the management of the plan, their powers authority.

The Organizational Unit "Reward & Benefits" of the Holding is in charge for the management of the 2015 Group Incentive System.

2.3.3 Procedures for the amendment of the plans, if any, also in connection with potential variation of the original targets.

No specific procedures for the amendment of the 2015 Group Incentive System are provided for, other than the power of attorney that is provided by the Shareholders' Meeting to the Chairman and the Chief Executive Officer, also separately, to possibly make changes to the 2015 System.

2.3.4 Description of the modalities for the determination of the availability and assignment of the financial instruments contemplated by the plan.

The best solution identified to execute the 2015 Group Incentive System is to delegate the Board of Directors, pursuant to sect. 2443 of the Civil Code, the faculty to increase share capital as described in the Director's Report presented to the Extraordinary Shareholders' Meeting called for on May 13, 2015 (in single call).

In force of this delegation, the Board of Directors could resolve:

on one or more occasions for a maximum period of five years - to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of 29,490,000 UniCredit ordinary shares, to be granted to employees of the Holding Company and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Provisions Linked to the Medium Term Incentive System for Group Personnel" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

Related to section 2443 of Civil Code that provides that the Directors can exercise the right to carry out a free capital increase for a maximum period of five years starting from the date when the Shareholders' meeting resolution providing the delegation of power has been registered and therefore - regarding the date of the AGM resolution - until 2020, in order to assign last share installment provided for 2021 it will be necessary to submit to a future AGM approval a proposal aimed at integrating the delegation of power already provided to the Board of Directors so that the implementation of 2015 System can be completed.

The number of shares to be allocated in the respective installments (as described in § 2.4.1.) shall be defined in 2016, on the basis of the arithmetic mean of the official market closing price of UniCredit ordinary shares during the month preceding the Board resolution that approves the bonus 2015. The allocation of a maximum number of 31,500,000 UniCredit ordinary shares is proposed, representing about 0.54% of UniCredit share capital, of which maximum nr. of 5,040,000 UniCredit ordinary shares devoted to the payment of so called "bonus buy out"

Over the period 2017 - 2021 each tranche of UniCredit ordinary shares will be subject to the application of the Zero Factor for the year of allocation and in absence of any individual/values compliance breach, considering also the gravity of any internal/external findings (i.e. Audit, Bank of Italy, Consob and/or analogous local authorities)

Payouts in shares comply with the applicable regulatory provisions in terms of holding period.

2.3.5 The influence exercised by each director in the determination of the characteristics of the plans; the potential conflict of interest which may trigger the obligation for the relevant director to abstain from exercising his vote in the relevant resolution.

In the determination of the essential characteristics of the 2015 Group Incentive System proposed to the Shareholders' Meeting, the Board of Directors followed the guidelines and criteria elaborated by the Remuneration Committee of UniCredit.

Since the CEO of UniCredit is among the potential beneficiaries of the 2015 Group Incentive System, the latter has abstained from participating in the definition of the 2015 Group Incentive System.

2.3.6 The date on which the board of directors resolved upon the assignment of the financial instruments contemplated by the plan

The Board of Directors, on January 20th, 2015 approved the proposal related to the 2015 Group Incentive System to be submitted to UniCredit Shareholders' Meeting.

Furthermore, in exercising the delegation received by the Shareholders' Meeting, as described in point 2.3.1, the Board of Directors will resolve in one or more occasions to allocate the financial instruments related to the 2015 Group Incentive System.

2.3.7 The date on which the remuneration committee resolved upon the Plan of UniCredit.

The Remuneration Committee on January 13th, 2015 positively resolved upon the criteria and the methodology elaborated for the definition of the 2015 Group Incentive System, sharing the reasons and motivations thereof.

2.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points 2.3.6 and 2.3.7.

The market price of UniCredit ordinary shares, registered on the date of Board of Directors approval of 2015 Group Incentive Systems proposal (January 20th, 2015) and on the date of the decision made by the Remuneration Committee of UniCredit (January 13th, 2015), resulted equal to € 5.41 and to € 5.085 respectively.

2.3.9 In which terms and modalities UniCredit takes into account, in the determination of the timeframe for the assignment of the plans, of the possible time-coincidence between:

i) such assignment or the decision, if any, adopted thereon by the Remuneration Committee, and ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1 of Legislative Decree 58/98; for instance, in cases in which such information is:

  • a. not already public and capable to positively affect the market quotation, or
  • b. already published and capable to negatively affect the market quotation.

In relation to the foregoing it is clarified that the resolution of the Board of Directors which approved the proposal to be submitted to the Shareholders' Meeting, has been communicated to the markets, in compliance with the current regulations. It is also clarified that analogous information to the market, if required, will be made available upon any other following resolution adopted by the Board of Directors of the 2015 Group Incentive System.

It is worthwhile clarifying that, although all the resolutions adopted by the Board of Directors are subject to the prior positive opinion of the Remuneration Committee of UniCredit, the information to the market – where due - is given only after the relevant resolution of the Board of Directors.

2.4. THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED

2.4.1 Description of the compensation plan.

The individual bonuses will be assigned on the basis of the defined bonus pool, of the individual performance evaluation, of internal benchmark for specific roles/markets.

Individual performance appraisal is based on specific goals, linked to the UniCredit 5 Fundamentals of Competency Model: "Client Obsession"; "Execution and Discipline"; "Cooperation and Synergies"; "Risk Management"; "People and Business Development".

The final evaluation of sustainable performance parameters and risk-reward alignment will be reviewed by the Remuneration Committee and defined under the responsibility and governance of the Board of Directors.

The 2015 Group Incentive System provides that in 2016 the Board of Directors – once verified the achievement of the goals defined for 2015 – will define the percentage of payments in cash and shares established for each category of beneficiaries, as illustrated in the table below:

2016 2017 2018 2019 2020 2021
EVP & above & other identified
1
staff
with
bonus
≥500k		 20%
cash		 10%
cash		 20%
shares		 10%
shares		 10%
shares		 20% cash
+ 10%
shares
SVP & other identified staff with
bonus <500k		 30%
cash		 10%
cash		 30%
shares		 10% cash
+ 10%
shares		 10%
shares		 -

1 Including direct reports to strategic supervisory, management and control bodies and other Identified staff as required by local regulation

The number of shares to be allocated in the respective installments shall be defined in 2016, on the basis of the arithmetic mean of the official market closing prices of UniCredit ordinary shares during the month preceding the Board resolution that approves 2015 bonuses. The maximum number of shares to service the 2015 System is estimated at 31,500,000 representing about 0.54% of UniCredit share capital, of which maximum n° of 5,040,000 UniCredit ordinary shares devoted to the payment of so called "bonus buy-out".

Payouts in shares comply with the applicable regulatory provisions in terms of holding period.

2.4.2 Indication of the time period for the implementation of the plan also indicating different cycles, if any, of its implementation.

Incentive payouts shall be made over a multi-year period (2016-2021) in a balanced structure of upfront (following the moment of performance evaluation) and deferred payments, in cash and in shares, subject to continuous employment at each date of payment. The free shares related to the 2015 Group Incentive System will be allocated in multiple installments (as shown in the table above) subject to the Board assessment in 2016 that approves the 2015 bonus.

2.4.3 The termination date of the plan

The 2015 Group Incentive System will lapse by May 2021.

2.4.4 The overall maximum number of financial instruments, also in the form of options, assigned over any fiscal years with respect to the beneficiaries namely identified or identified by categories, as the case may be

The maximum number of shares to service the 2015 System is estimated at 31,500,000 representing about 0.54% of UniCredit share capital, of which maximum n° of 5,040,000 UniCredit ordinary shares devoted to the payment of so called "bonus buy-out".

For the assignment of the last installment of shares planned for 2021 it will be submitted to one of the future Shareholders' meetings the proposed integration of the power of attorney, already provided to the Board of Directors, so that the implementation of 2015 System can be completed.

At this stage it is not possible to indicate the maximum number of free shares allocated in each fiscal year during the life of the 2015 Group Incentive System, since the actual definition will be done by the Board of Directors on the basis of the criteria approved by the Shareholders' Meeting.

2.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions and results

Bonus pools are set as as percentage of specific funding KPI (e.g. NOP pre-bonus) at Countries / Divisions level and considering the "Entry Condition" criteria assessment (based on the evaluation of both Group and Country/Division risk-adjusted forecasted results) and local risk and performance assessment.

The "Entry Condition" is the mechanism that determines the possible application of the malus condition (Zero Factor) based on profitability, capital and liquidity KPIs set at Group and Country/Division level. In particular, the Bonus Pool of 2015 will be zeroed, while previous systems deferrals could be reduced from 50% to 100% of their value, based on final effective results and dashboard assessments done by CFO and CRO.

In order to align to regulatory requirements, in case both at Group and Country/Division level set KPIs are not met, a Zero Factor will apply to the Executives/Identified Staff population whereas for below-Executives, a significant reduction will be applied.

In case Zero Factor is not activated, bonus pool adjustments will be applied within pre-set ranges based on the assessment of local & Group performance and risk factors.

In case Country/Division is in a malus condition and Group not, a floor will be defined for retention purposes and in order to maintain the minimum pay levels needed to play in the market.

2.4.6 Indication of the restrictions on the availability of the financial instruments allocated under the plan or of the financial instruments relating to the exercise of the options, with particular reference to the time limits within which the subsequent transfer of the stocks to the issuer or third parties is permitted or prohibited

The 2015 Group Incentive System provides that the free UniCredit ordinary shares that will be allocated will be freely transferable, considering the applicable regulatory requirements regarding the application of share retention periods, as described in section 2.2.2.

2.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial instruments relating to the exercise of the aforesaid options

In accordance with national and international regulatory guidelines and the Group Compensation Policy, beneficiaries are required to undertake not to use personal hedging strategies or remuneration and liabilityrelated insurance to undermine the risk alignment effects embedded in their remuneration arrangements. Involvement in any form of hedging transaction shall be considered in breach of Group compliance policies and therefore the relevant rights under the Plan shall automatically expire.

2.4.8 Description of the consequences deriving from the termination of the employment or working relationship

The 2015 Group Incentive System provides that the Board of Directors will have the faculty to identify, in the resolution that will execute the 2015 System, the termination of the beneficiary with the relevant Group employing Company, as cause for the expiring of the right to receive the free shares.

2.4.9 The indication of any other provisions which may trigger the cancellation of the plan

The 2015 Group Incentive System does not provide for any provision which may trigger its cancellation.

2.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights

The 2015 Group Incentive System does not provide for the redemption by UniCredit or by another Group company with reference to the free shares.

2.4.11 The loans or other special terms that may be granted for the purchase of stocks pursuant to sect. 2358, paragraph 3, of the Italian Civil Code

The 2015 Group Incentive System does not provide for a loan or other special terms for the purchase of the shares.

2.4.12 The evaluation of the economic burden for UniCredit at date of the assignment of the plan, as determined on the basis of the terms and conditions already defined, with respect to the aggregate overall amount as well as with respect to each financial instrument contemplated by the plan

The estimation of the overall cost expected by UniCredit in relation to the 2015 Group Incentive System at the grant date of the free shares, has been made on the basis of the IAS principles, considering the accounting assumptions on the foreseeable beneficiaries exits before the allocation of the free shares and on the probability to achieve the performance targets related to the allocation of the free shares.

On the basis of these estimations, the overall expected cost for UniCredit at the grant date of the target number of free shares is equal to € 238 mln to be split in 6 years. Depending on actual performance achievements, actual IAS cost of the Plan will vary from € 0 to a maximum of € 250 mln.

At this stage it is not possible to define the exact cost in each year of life of the 2015 Group Incentive System, since the definition of the actual number of the free shares to be allocated is subject to the Board of Directors resolution.

2.4.13 The indication of any dilution on the corporate capital of the issuer resulting from the compensation plan, if any.

The maximum impact of the 2015 System on UniCredit share capital shall be approx. 0.54% in case of the potential allocation of all free shares to employees.

2.4.14 Any limitation to the voting and to the economic rights

At this stage, the 2015 Group Incentive System does not provide for any limitation to the voting or economic rights for the shares allocated.

2.4.15 In the event the stocks are not negotiated on a regulated market, any and all information necessary for a complete evaluation of the value attributable to them

The 2015 Group Incentive System provides only for the use of shares negotiated on regulated markets.

2.4.16 The number of financial instruments belonging to each option

The 2015 Group Incentive System does not provide for options.

2.4.17 The termination date of the options

The 2015 Group Incentive System does not provide for options.

2.4.18 The modalities, time limits and clauses for the exercise of the options

The 2015 Group Incentive System does not provide for options.

2.4.19 The strike price of the options or the criteria and modalities for its determination, with respect in particular to:

a) the formula for the calculation of the exercise price in connection with the fair market value; and to b) the modalities for the calculation of the market price assumed as basis for the calculation of the exercise price

The 2015 Group Incentive System does not provide for options.

2.4.20 In case the strike price is different from the fair market value as determined pursuant to point 2.4.19.b, the indication of the reasons for such difference

The 2015 Group Incentive System does not provide for options.

2.4.21 The criteria justifying differences in the exercise prices between the relevant beneficiaries or class of beneficiaries

The 2015 Group Incentive System does not provide for options.

2.4.22 In the event the financial instruments underlying granted options are not negotiated on a regulated market, the indication of the value attributable to the same or of the criteria for its determination

The 2015 Group Incentive System does not provide for options.

2.4.23 The criteria for the adjustments required in connection with any extraordinary transaction involving the corporate capital of the issuer as well as in connection with transaction triggering a variation in the number of the financial instruments underlying granted options

The 2015 Group Incentive System does not provide for adjustments applicable in connection with extraordinary transactions involving UniCredit corporate capital (saving the provisions that the Board of Directors may define in the resolution in which the Board will exercise the delegation received from the General Shareholders' Meeting).

3. 2015-2018 LONG TERM INCENTIVE PLAN FOR GROUP TOP MANAGEMENT

UniCredit Group Long Term Incentive Plan (the Plan)is aimed at aligning shareholders and Top Management interests, rewarding long term value creation in the long term, share price and Group performance appreciation and sustaining a sound a prudent risk management, orienting the performance management measurement on a multi-year horizon. The Plan has also the characteristic to be qualified as a "retention" tool in order to retain key Group resources for the achievement of the mid-long term Group Strategy.

3.1. BENEFICIARIES OF THE PLAN

The participants ('Beneficiaries') are the CEO, General Manager and the two Deputy General Managers.

3.1.1 Indication of the name of beneficiaries who are members of the board of directors of UniCredit and of the companies directly or indirectly controlled by UniCredit.

Mr. Federico Ghizzoni – CEO of UniCredit - is among the beneficiaries of the Plan It is worth mentioning that also the GM and DGM hold offices in Management Bodies of companies, directly or indirectly, controlled by UniCredit.

3.1.2 The categories of employees or collaborators of UniCredit and companies controlling or controlled by this issuer

The participants ('Beneficiaries') are the CEO, General Manager and Deputy General Managers.

3.1.3 Individuals who benefit from the Plan belonging to the following groups:

a) General Managers of UniCredit

Among the potential beneficiaries of the Plan, along with the CEO, already mentioned, there is the General Manager, Mr. Roberto Nicastro, who currently carries out management activities of UniCredit or anyway has regular access to privileged information and is authorized to take resolutions capable of influencing the development and prospects of UniCredit in any case

b) other executives with strategic responsibilities of the financial instrument issuer not classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the board of directors or management board, and to the general managers of the financial instrument issuer;

None of UniCredit executives meets the description; therefore no information is provided in connection thereto.

c) natural persons controlling UniCredit, who are employee or collaborator of UniCredit.

No individual controls UniCredit and, therefore, no information is provided in connection thereto.

3.1.4 Description and numerical indication, broken down according to category :

a) Executives with strategic responsibilities other than those specified under lett. B) of paragraph 3.1.3

There are no other Executives than those beneficiaries of the Plan to be mentioned.

b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all executives with strategic responsibilities of the financial instrument issuer;

This provision is not applicable and, therefore, no information is provided in connection thereto.

c) other categories of employees or collaborators for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees etc.);

There are no classes of employees to which different characteristics Plan apply.

3.2 THE REASONS FOR THE ADOPTION OF THE PLAN

3.2.1 The targets which the parties intend to reach through the adoption of the plan.

The Plan is aimed at aligning shareholders and Top Management interests, rewarding value creation in the long term, share price and Group performance appreciation and sustaining a sound a prudent risk management orienting the performance management measurement on a multi-year horizon.

The Plan has also the characteristic to be qualified as a "retention" tool in order to retain key Group resources for the achievement of the mid-long term Group Strategy.

3.2.2 Principal factors of variation and performance indexes taken into account for the assignment of plans based on financial instruments

The Plan provides the allocation - subject to the achievement of specific performance conditions - of future cash incentives determined by the market price of UniCredit ordinary shares.

Beneficiaries will be the recipients of free "virtual" rights, personal and not transferable inter vivos (i.e. "Phantom shares"), of which maximum number is determined by dividing the total value of the incentives to be given (around 15,000,000 Euro) for the average closing price of UniCredit ordinary shares listed on the stock market organized and managed by Borsa Italiana S.p.A. within 30 calendar days prior to the Meeting called to approve the Plan.

Performance indicators of the Long Term Incentive Plan for the Group Top Management to be evaluated for the awarding of the Phantom shares are hereafter reported:

  • ROAC% of Core Business: is defined a target calculated over the years 2015-2016 and 2015-2018 as the average of the "Return on allocated capital" compared with the average value of the same indicator included in the Strategic Plan;
  • Non-core business "Gross Loans" reduction: 2016 and 2018 measurement of the reduction of non-core business "gross loans" vs. the values of the Strategic Plan;
  • CET1: expected verification of the respect of CET1 average values at 2016 and 2018 with reference to the same value stated in the Strategic Plan;
  • External Customer Satisfaction (TRI*M Index) : measurement in 2016 and 2018 of the customer satisfaction vs. our clients (stable or growing) vs. 2014;
  • Succession Planning Index: measurement in 2016 and 2018, by the corporate function delegated to this activity, of the % coverage level in terms of succession of the main positions of the Group Management equal or greater than 90% during the performance evaluation period;
  • Qualitative overarching assessment: the evaluation by the Board of Directors of the Beneficiaries' retention risk and achievement of the main Strategic Plan objectives and in particular:
  • transformation of the commercial bank of the WE countries
  • investment in growing business
  • development of global platforms

The amount linked to the maximum number of Phantom Shares, for each of the 4-year duration of the entire performance period (2015-2018), will be equal to value not greater than 1/3 of the amount of total annual variable compensation achievable by each Beneficiary. This amount will fall in the calculation of the variable part of the remuneration to be taken into consideration for the calculation of the maximum limit between variable and fixed remuneration provided for by the regulation.

3.2.3 The factors assumed as basis for the determination of the compensation based upon financial instruments, or the criteria for the determination of the aforesaid compensation.

The maximum amount of "Phantom shares" is determined by dividing the total value of the incentives to be given (around 15.000.000 Euro) for the average closing price of UniCredit ordinary shares listed on the stock market organized and managed by Borsa Italiana S.p.A. within 30 calendar days prior to the Meeting called to approve the Plan.

Phantom shares will give to the beneficiaries the right to a payment at maturity of a gross amount of money ("Bonus") calculated as the arithmetic average of the official closing price of UniCredit ordinary shares listed on the stock market organized and managed by Borsa Italiana S.p.A. within 30 days preceding the date on which the Board of Directors will evaluate the "malus" conditions, as described hereafter, and authorize the subsequent payment.

Main features covered by the Plan Rules in term of termination will be, for example, normal vesting in case of retirement, flexibility to the Employer to maintain rights in case of mutual agreement on termination, all rights forfeited in case of non-competition breach and/or disciplinary sanction.

The actual number of Phantom share to be awarded to beneficiaries will be calculated in two moments:

  • In 2017 having verified the achievement of 2015-2016 performance indicators calculated at year-end 2016 and
  • In 2019 having verified the achievement 2015-2018 performance indicators calculated at the close of 2018 exercise.

The amount of the Bonus will be calculated, with reference to the above mentioned periods (2017 and 2019) in 2020 and 2022 respectively being subject to a three-year deferral period, as required by law and to the respect of the cumulative performance conditions (zero factor), minimum conditions of Company assets, capital and liquidity, as well as in terms of the conduct of compliance with respect to the law, Company and Group compliance rules, Company Policy and to the integrity values mentioned in the Code of Conduct. At the end of the above mentioned deferral period it is foreseen a 1 year compulsory additional holding period at the end of which the payment will be done.

3.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by UniCredit, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments.

The Plan does not contemplate the allocation of similar financial instruments.

3.2.5 The evaluations, with respect to the relevant tax and accounting implications, taken into account in the definition of the plans.

The Plan definition has not been influenced by significant tax or accounting consideration. In particular, the tax and social securities regime applied to the free shares allocated will be consistent with legislation in place in the countries where the beneficiary is fiscally resident.

3.2.6 The indication as to whether the plan enjoys any support from the special fund for encouraging worker participation in the companies, as provided for under Article 4, paragraph 112, of Law December, 24 2003 n. 350.

The Plan is not currently supported by the special fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December 24, 2003 n. 350.

3.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL INSTRUMENTS

3.3.1 Powers delegated to the board of directors by the shareholders' meeting for the implementation of the plan.

On January 20th 2015, the Board of Directors approved the Plan proposal to be submitted to the Ordinary Shareholders' Meeting called for May 13th 2015. Moreover, the Ordinary Shareholders' Meeting confers any power to the Board of Director to implement the Plan authorizing, where appropriate, any changes and / or additions that do not alter the substance of the resolution, may be necessary for the implementation of the Plan in compliance with legal and / or tax applicable or in the event of a capital increase, free or paid, or of extraordinary dividend distributions or any other events that may, even potentially, affect the value of UniCredit shares.

In particular, the Board of Directors may identify additional Plan's Beneficiaries in case of appointment of new incumbent in the target positions or nomination of equivalent positions

3.3.2 Indication of the individuals in charge of the management of the plan, their powers authority.

The Organizational Unit "Reward & Benefits" of the Holding is in charge for the management of the incentive plans, including the 2015-2018 Long Term Incentive Plan.

3.3.3 Procedures for the amendment of the plans, if any, also in connection with potential variation of the original targets.

No specific procedures for the amendment of the Plan are provided.

3.3.4 Description of the modalities for the determination of the availability and assignment of the financial instruments contemplated by the plan

To this regard, please refer to the foregoing points 3.2.2; 3.2.3.

3.3.5 The influence exercised by each director in the determination of the characteristics of the plans; the potential conflict of interest which may trigger the obligation for the relevant director to abstain from exercising his vote in the relevant resolution.

In the determination of the essential characteristics of the Plan, the Board of Directors followed the guidelines and criteria elaborated by the Remuneration Committee of UniCredit. Since the CEO of UniCredit is among the potential beneficiaries of the Plan, the latter has abstained from participating in the Board decision concerning the Plan proposal.

3.3.6 The date on which the board of directors resolved upon the assignment of the financial instruments contemplated by the plan.

The Board of Directors on January, 20th 2015 resolved upon the Plan proposal to be submitted to the Shareholders' Meeting – Ordinary session of UniCredit called for May, 13 2015.

3.3.7 The date on which the remuneration committee resolved upon the Plan of UniCredit.

The Remuneration Committee, on January, 13th 2015, positively resolved upon the criteria and the methodology elaborated for the definition of the Plan Let's Share for 2015, sharing the reasons and motivations thereof .

3.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points 3.3.6 and 3.3.7.

The market price of UniCredit ordinary shares, registered on the date of Board of Directors approval of Plan (January, 20th 2015) and on the date of the decision made by the Remuneration Committee of UniCredit (January, 13th 2015), resulted equal to € € 5.41 and € 5.085.

3.3.9 In which terms and modalities UniCredit takes into account, in the determination of the timeframe for the assignment of the plans, of the possible time-coincidence between:

i) such assignment or the decision, if any, adopted thereon by the Remuneration Committee, and ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1 of Legislative Decree 58/98; for instance, in cases in which such information is:

  • a. not already public and capable to positively affect the market quotation, or
  • b. already published and capable to negatively affect the market quotation

In relation to the foregoing it is clarified that the 20th January 2015 resolution of the Board of Directors which approved the proposal to be submitted to the Shareholders' Meeting, has been communicated to the markets, in compliance with the current regulations. It is also clarified that analogous information to the market, where due, will be made available upon any other following resolution adopted by the Board of Directors of the Plan. It is worthwhile clarifying that, although all the resolutions adopted by the Board of Directors are subject to the prior positive opinion of the Remuneration Committee of UniCredit, the information to the market – where due - is given only after the relevant resolution of the Board of Directors.

3.4. THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED

3.4.1 Description of the compensation plan.

To this regard, please refer to the foregoing points 3.2.2; 3.2.3

3.4.2 Indication of the time period for the implementation of the plan also indicating different cycles, if any, of its implementation

The actual number of Phantom share to be awarded to beneficiaries will be calculated in two moments:

  • In 2017 having verified the achievement of 2015-2016 performance indicators calculated at yearend 2016 and
  • In 2019 having verified the achievement 2015-2018 performance indicators calculated at the close of 2018.

The amount of the Bonus will be calculated, with reference to the above mentioned periods (2017 and 2019) in 2020 and 2022 respectively being subject to a three-year deferral period, as required by law and to the respect of the cumulated performance conditions (zero factor), minimum conditions of Company assets, capital and liquidity, as well as in terms of the conduct of compliance with respect to the law, Company and Group compliance rules, Company Policy and to the integrity values mentioned in the Code of Conduct. At the end of the above mentioned deferral period it is foreseen a 1 year compulsory additional holding period at the end of which the payment will be done.

3.4.3 The termination date of the plan

Taking into account the foregoing, the Plan will expire by 2023.

3.4.4 The overall maximum number of financial instruments, also in the form of options, assigned over any fiscal years with respect to the beneficiaries namely identified or identified by categories, as the case may be

The maximum amount of "Phantom shares" is determined by dividing the total value of the incentives to be given (around 15,000,000 Euro) for the average closing price of UniCredit ordinary shares listed on the stock market organized and managed by Borsa Italiana S.p.A. within 30 calendar days prior to the Meeting called to approve the Plan. Phantom shares will give to the beneficiaries the right to a payment at maturity of a gross amount of money ("Bonus") calculated as the arithmetic average of the official closing price of UniCredit ordinary shares listed on the stock market organized and managed by Borsa Italiana S.p.A. within 30 days preceding the date on which the Board of Directors will evaluate the "malus" conditions, as described hereafter, and authorize the subsequent payment.

3.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions and results.

To this regard, please refer to the foregoing points 3.2.2; 3.2.3.

3.4.6 Indication of the restrictions on the availability of the financial instruments allocated under the plan or of the financial instruments relating to the exercise of the options, with particular reference to the time limits within which the subsequent transfer of the stocks to the issuer or third parties is permitted or prohibited

At the end of the deferral period referred to at point 3.4.4, a further year of holding period is provided after which the bonus will be paid out.

3.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial instruments relating to the exercise of the aforesaid options

In accordance with national and international regulatory guidelines and the Group Compensation Policy, beneficiaries are required to undertake not to use personal hedging strategies or remuneration and liabilityrelated insurance to undermine the risk alignment effects embedded in their remuneration arrangements. Involvement in any form of hedging transaction shall be considered in breach of Group compliance policies and therefore the relevant rights under the Plan shall automatically expire.

3.4.8 Description of the consequences deriving from the termination of the employment or working relationship

the Plan Rules provide the following in case of termination of the employment or working relationship:

  • normal vesting in case of retirement,

  • flexibility to the Employer to maintain rights in case of mutual agreement on termination; in case of termination for death

  • possibility to exercise the rights by the beneficiary's heirs;

  • satisfaction by payment to the heirs of an equivalent monetary amount of the rights not yet accrued.

3.4.9 The indication of any other provisions which may trigger the cancellation of the plan

The Plan does not provide for any provision which may trigger its cancellation.

3.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights

The Plan does not provide for the redemption by UniCredit or by another Group company.

3.4.11 The loans or other special terms that may be granted for the purchase of stocks pursuant to sect. 2358, paragraph 3, of the Italian Civil Code.

The Plan does not provide for a loan or other special terms for the purchase of the Phantom Shares.

3.4.12 The evaluation of the economic burden for UniCredit at date of the assignment of the plan, as determined on the basis of the terms and conditions already defined, with respect to the aggregate overall amount as well as with respect to each financial instrument contemplated by the plan

The estimated IAS cost of the plan is ca.15 Mio Euro split across the whole reference period, considering max value of Plan allocation (ca.15 Mio Euro), current market share price, the assumption of exit rate = 0 and performance achieved equal to 100%.

The estimated actual IAS cost of the Plan might also decrease to 0 Euro or increase considering the trend of the above mentioned elements more precisely, share price, performance achieved or exit rate

3.4.13 The indication of any dilution on the corporate capital of the issuer resulting from the compensation plan, if any.

The adoption of the Plan will not have any diluting impact on UniCredit share capital.

3.4.14 Any limitation to the voting and to the economic rights

The Plan does not provide for any limitation to the voting or economic rights.

3.4.15 In the event the stocks are not negotiated on a regulated market, any and all information necessary for a complete evaluation of the value attributable to them

The Plan does not provide the use of shares, but, as stated above, only the use of Phantom Shares. .

3.4.16 The number of financial instruments belonging to each option

The Plan does not provide for options.

3.4.17 The termination date of the options

The Plan does not provide for options.

3.4.18 The modalities, time limits and clauses for the exercise of the options

The Plan does not provide for options.

3.4.19 The strike price of the options or the criteria and modalities for its determination, with respect in particular to:

a) the formula for the calculation of the exercise price in connection with the fair market value; and to b) the modalities for the calculation of the market price assumed as basis for the calculation of the exercise price

The Plan does not provide for options.

3.4.20 In case the strike price is different from the fair market value as determined pursuant to point 2.4.19.b, the indication of the reasons for such difference

The Plan does not provide for options.

3.4.21 The criteria justifying differences in the exercise prices between the relevant beneficiaries or class of beneficiaries

The Plan does not provide for options.

3.4.22 In the event the financial instruments underlying granted options are not negotiated on a regulated market, the indication of the value attributable to the same or of the criteria for its determination

The Plan does not provide for options.

3.4.23 The criteria for the adjustments required in connection with any extraordinary transaction involving the corporate capital of the issuer as well as in connection with transaction triggering a variation in the number of the financial instruments underlying granted options

The Plan does not provide for adjustments applicable in connection with extraordinary transactions involving UniCredit corporate capital (without prejudice to the provisions that the Board of Directors may define in the resolution in which the Board will exercise the delegation received from the General Shareholders' Meeting).

4. 2015 EMPLOYEE SHARE OWNERSHIP PLAN OF UNICREDIT GROUP

4.1. BENEFICIARIES OF THE PLAN

The 2015 Employee Share Ownership Plan ("Let's Share for 2016") is addressed to the employees of UniCredit Group equal to circa 150,000.

4.1.1 Indication of the name of beneficiaries who are members of the board of directors of UniCredit and of the companies directly or indirectly controlled by UniCredit.

Mr. Federico Ghizzoni, Chief Executive Officer of UniCredit, is amongst the potential beneficiaries of the Plan Let's Share for 2016.

It is worth mentioning that certain potential beneficiaries of the Let's Share for 2016 - employees of the UniCredit Group - in addition to the exercise of their managing powers connected to their offices - held offices in Management Bodies of companies, directly or indirectly, controlled by UniCredit. In light of the fact that such individuals are amongst the beneficiaries of the Let's Share for 2016 in their capacity as employees of UniCredit Group, no information as to their names is provided hereto and reference shall be made to the information provided below.

4.1.2 The categories of employees or collaborators of UniCredit and companies controlling or controlled by this issuer.

The Plan Let's Share for 2016 also applies to the following classes of employees of UniCredit and of the main banks and companies of the Group:

  • General Managers & Vice General Managers (or similar category in the different jurisdictions in which the Group operates) of UniCredit and of the main banks and companies of the Group.
  • Executives (or similar category in the different jurisdictions in which the Group operates) of UniCredit and of the main banks and companies of the Group.
  • Middle Managers (or similar category in the different jurisdictions in which the Group operates) of UniCredit and of the main banks and companies of the Group.
  • Employees (or similar categories in the different jurisdictions in which the Group operates) of UniCredit and of the main banks and companies of the Group.

4.1.3 Individuals who benefit from the Plan belonging to the following groups:

a) General Managers of UniCredit

Among the potential beneficiaries of the Plan Let's Share for 2016, along with the CEO, already mentioned, there is the General Manager, Mr. Roberto Nicastro, who currently carries out management activities of UniCredit or anyway has regular access to privileged information and is authorized to take resolutions capable of influencing the development and prospects of UniCredit in any case.

b) other executives with strategic responsibilities of the financial instrument issuer not classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the board of directors or management board, and to the general managers of the financial instrument issuer;

None of UniCredit executives meets the description; therefore no information is provided in connection thereto.

c) natural persons controlling UniCredit, who are employee or collaborator of UniCredit.

No individual controls UniCredit and, therefore, no information is provided in connection thereto.

4.1.4 Description and numerical indication, broken down according to category :

a) Executives with strategic responsibilities other than those specified under lett. B) of paragraph 4.1.3

Amongst the beneficiaries of the Plan Let's Share for 2016, along with the CEO, there are n. 7 executives of UniCredit who have regular access to privileged information and are authorized to take resolutions capable of influencing the development and prospects of UniCredit:

  • the General Manager, Mr. Roberto Nicastro (already mentioned);
  • the Deputy General Managers, Mr. Paolo Fiorentino and Mr. Gianni Franco Papa;

  • the Head of Planning, Finance & Administration, Mrs. Marina Natale;

  • the Group Chief Risk Officer, Mr. Alessandro Decio;

  • the Group Head of Human Resources, Mr. Paolo Cornetta;
  • the Group Compliance Officer, Mr. Carlo Appetiti;

b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all executives with strategic responsibilities of the financial instrument issuer;

This provision is not applicable and, therefore, no information is provided in connection thereto.

c) other categories of employees or collaborators for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees etc.);

There are no classes of employees to which different characteristics of the Plan Let's Share for 2016 apply.

4.2 THE REASONS FOR THE ADOPTION OF THE PLAN

4.2.1 The targets which the parties intend to reach through the adoption of the plan.

With the Plan Let's Share for 2016, UniCredit aims to foster employees' sense of belonging and commitment to achieve corporate goals.

In particular, the Plan Let's Share for 2016 aims at offering to employees of the Group the possibility to invest in UniCredit shares at favourable conditions.

At this stage, the Plan Let's Share for 2016 does not provide for alternative allocation criteria amongst the beneficiaries of the Plan Let's Share for 2016, since the criteria specified in section 4.2.3 will regularly apply to all the beneficiaries described in section 4.1. except for the "alternative structure" to be presented in the next paragraphs.

4.2.2 Principal factors of variation and performance indexes taken into account for the assignment of plans based on financial instruments.

Considering the aim of the Plan Let's Share for 2016, no key variables and performance indicators have been considered.

4.2.3 The factors assumed as basis for the determination of the compensation based upon financial instruments, or the criteria for the determination of the aforesaid compensation.

The Plan Let's Share for 2016 does not contain an exact indication of the amount based on Free Shares to be allocated to the beneficiaries, rather it merely fixes the maximum and minimum amount they can invest.

The purpose of UniCredit to adopt the Plan Let's Share for 2016 is in line with the strategy adopted in recent years by the Group for maximizing the corporate value and for fostering the sense of belonging and the commitment to achieve the corporate goals of employees.

4.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by UniCredit, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments.

The Plan Let's Share for 2016 does not contemplate the allocation of similar financial instruments.

4.2.5 The evaluations, with respect to the relevant tax and accounting implications, taken into account in the definition of the plans.

The Plan Let's Share for 2016 definition has not been influenced by significant tax or accounting consideration. In particular, it is specified that it will be taken into account the tax regime of employment incomes applicable from time to time in the country where each beneficiary has his/her residency .

4.2.6 The indication as to whether the plan enjoys any support from the special fund for encouraging worker participation in the companies, as provided for under Article 4, paragraph 112, of Law December 24, 2003 n. 350.

The Plan Let's Share for 2016 is not currently supported by the special fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December 24, 2003 n. 350.

4.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL INSTRUMENTS

4.3.1 Powers delegated to the board of directors by the shareholders' meeting for the implementation of the plan.

The Board of Directors, on 9th April 2015, has approved the Plan Let's Share for 2016 proposal to be submitted to the Shareholders' Meeting – Ordinary session of UniCredit called on 13th May 2015, giving to the Chairman and/or to the Chief Executive Officer, respectively, every opportune powers of attorney to enact the Shareholders resolution, making the necessary or appropriate changes/integrations to the Plan Let's Share for 2016, also in order to be compliant with every legal and regulatory provisions applied from time to time in all the countries in which Group's companies operate.

4.3.2 Indication of the individuals in charge of the management of the plan, their powers authority.

The Organizational Unit "Reward & Benefits" of the Holding is in charge for the management of the Plan Let's Share for 2016.

4.3.3 Procedures for the amendment of the plans, if any, also in connection with potential variation of the original targets.

No specific procedures for the amendment of the Plan Let's Share for 2016 are provided for, while preserving every opportune powers of attorney, given to the Chairman and/or to the Chief Executive Officer respectively, to enact the Shareholders resolution, making the necessary or appropriate modifications/integrations to the Plan Let's Share for 2016, also in order to be compliant with every legal and regulatory provisions applied from time to time in all the countries in which Group's companies operate.

4.3.4 Description of the modalities for the determination of the availability and assignment of the financial instruments contemplated by the plan.

The Plan Let's Share for 2016 provides for the following phases:

(a) Election Period: according to UniCredit discretionary evaluation, there may be two main election windows:

1st election window: within the end of the second quarter of 2016;

2nd election window: within the end of the fourth quarter of 2016;

  • during these windows, employees participating to the Plan Let's Share for 2016 ("Participants"), will choose the overall amount that they want to invest, up to a maximum contribution of € 6,000 per annum. The minimum annual contribution amount is defined considering the peculiarities of each participating country;
  • (b) Enrolment Period: during this period, that will be communicated on due time to the Participants, they will have the opportunity to buy shares by means of monthly debits on their current account ("monthly" modality) or by payments in one or two instalments ("one-off" modality). In case during the Holding Period a Participant leaves the Plan Let's Share for 2016, he/she will lose the Free Shares allocated in accordance with the below point c);
  • (c) "Free Share": at the beginning of the Enrolment Period , the Participant will receive an immediate discount equal to 25% on the purchase price in the form of Free Shares; the Free Shares will be subject to lock-up during one year and the Participant will lose the entitlement to the Free Shares if, during the 1-year Holding Period, he/she will no longer be an employee of a UniCredit Group Company, unless the employment has been terminated for one of the specific reasons stated in the Rules of the Plan Let's Share for 2016. In some countries, for fiscal reasons, it will not be possible to grant the Free Shares at the beginning of the Enrolment Period: in that case an alternative structure is offered that provides to the Participants of those countries the right to receive the Free Shares at the end of the Holding Period ("Alternative" Structure);
  • (d) Holding Period: during the 1-year Holding Period the Participants can sell the purchased shares at any moment, but by doing so they will lose the Free Shares in respect of the number of shares sold. After the end of the 1-year holding period the employees can sell their shares without losing the discount; in particular, the Italian participants can benefit from the fiscal advantage provided for by the Italian law if they maintain the shares for other 2 years.

The Plan Let's Share for 2016 Plan provides for the use of shares to be purchased on the market, therefore it will not have any diluting impact on Holding Company share capital. To that end, Group employees who decide to accept to join the Plan Let's Share for 2016 will give a mandate to a broker, internal or external to UniCredit Group, to purchase the shares and to deposit them in an account opened in their name. In case of substantial changes in the relevant scenario or if the actual participation rate is higher than expected, it may be required to change this implementation modality by asking, in the case, for the relevant authorizations needed.

4.3.5 The influence exercised by each director in the determination of the characteristics of the plans; the potential conflict of interest which may trigger the obligation for the relevant director to abstain from exercising his vote in the relevant resolution.

While defining the essential features of the Plan Let's Share for 2016, the Board of Directors followed the guidelines and criteria elaborated by the Remuneration Committee of UniCredit.

Since the CEO of UniCredit is among the potential beneficiaries of the Plan, the latter has abstained from participating in the decision related to the Plan Let's Share for 2016.

4.3.6 The date on which the board of directors resolved upon the assignment of the financial instruments contemplated by the plan.

The Board of Directors on 9th April 2015 resolved upon the Plan Let's Share for 2016 proposal to be submitted to the Shareholders' Meeting – Ordinary session of UniCredit called for 13th May 2015.

4.3.7 The date on which the remuneration committee resolved upon the Plan of UniCredit.

The Remuneration Committee, on 1st April 2015, positively resolved upon the criteria and the methodology elaborated for the definition of the Plan Let's Share for 2016, sharing the reasons and motivations thereof.

4.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points 4.3.6 and 4.3.7.

The market price of UniCredit ordinary shares, registered on the date of Board of Directors approval of Plan Let's Share for 2016 proposal ( 9th April 2015) and on the date of the decision made by the Remuneration Committee of UniCredit (1st April 2015), resulted equal to € 6,41 and € 6,40.

4.3.9 In which terms and modalities UniCredit takes into account, in the determination of the timeframe for the assignment of the plans, of the possible time-coincidence between:

i) such assignment or the decision, if any, adopted thereon by the Remuneration Committee, and ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1 of Legislative Decree 58/98; for instance, in cases in which such information is:

  • c. not already public and capable to positively affect the market quotation, or
  • d. already published and capable to negatively affect the market quotation.

In relation to the foregoing it is clarified that the resolution of the Board of Directors of 9th April 2015 which approved the proposal to be submitted to the Shareholders' Meeting, has been communicated to the markets, in compliance with the current regulations. It is also clarified that similar information to the market, if required, will be made available upon any other following resolution adopted by the Board of Directors of the Plan Let's Share for 2016.

It is worthwhile clarifying that, although all the resolutions adopted by the Board of Directors are subject to the prior positive opinion of the Remuneration Committee of UniCredit, the information to the market is given after the relevant resolution of the Board of Directors.

Finally, it is clarified that, with reference to the execution of the Plan Let's Share for 2016, information will be given to the market in compliance with the current regulations.

4.4. THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED

4.4.1 Description of the compensation plan.

The Plan Let's Share for 2016 provides for offering to Group employees the possibility to buy on the market UniCredit shares with the following advantages: an immediate discount equal to 25% on the shares purchased on the market, as free shares restricted from selling for 1 year. The free shares'ownership by Participants will be subject to the employment status of the employee with a UniCredit Group company until the expiry of a 1-year lock-up period, with the exception of termination for reasons specifically provided for by the Rules of the Plan Let's Share for 2016.

4.4.2 Indication of the time period for the implementation of the plan also indicating different cycles, if any, of its implementation.

The Plan Let's Share for 2016 will have a maximum duration up to one year after the end of second election window, if applicable .

4.4.3 The termination date of the plan

The Plan Let's Share for 2016 time horizon is, at least, one year.

4.4.4 The overall maximum number of financial instruments, also in the form of options, assigned over any fiscal years with respect to the beneficiaries namely identified or identified by categories, as the case may be

At this stage it is not possible to determine the overall number of shares that will be purchased or assigned with reference to the Plan Let's Share for 2016, since their exact determination is conditioned to the employees' participation and contribution rates and share price at the purchasing date.

4.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions and results

The Plan Let's Share for 2016 features and implementation clauses are described in the section 4.3.4 above. The execution of the Plan Let's Share for 2016 is not conditioned to the achievement of any result/performance.

4.4.6 Indication of the restrictions on the availability of the financial instruments allocated under the plan or of the financial instruments relating to the exercise of the options, with particular reference to the time limits within which the subsequent transfer of the stocks to the issuer or third parties is permitted or prohibited

The free shares subjected to the Plan Let's Share for 2016 ("Free Share") will be affected by a one year restriction period in which the dividends in favor of the beneficiaries, in particular those referring to the "Free Share", will be set aside for the one year period of restriction and paid by cash and/or nature to the participants of the plan. The beneficiaries leaving during the one year period of restriction – with the exception of the clauses provided by the Plan - will loose the ownership of the "Free Share".

4.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial instruments relating to the exercise of the aforesaid options

The Plan Let's Share for 2016 does not provide for conditions subsequent of the type described above.

4.4.8 Description of the consequences deriving from the termination of the employment or working relationship

Before the communication of the Plan Let's Share for 2016 to the employees, the expiry reasons will be defined of the participants' rights to keep the "Free Shares" as allocated.

4.4.9 The indication of any other provisions which may trigger the cancellation of the plan

The Plan Let's Share for 2016 does not provide for any provision which may trigger its cancellation.

4.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights

The Plan Let's Share for 2016 does not provide for the redemption by UniCredit or by another Group company.

4.4.11 The loans or other special terms that may be granted for the purchase of stocks pursuant to sect. 2358, paragraph 3, of the Italian Civil Code

At this stage, the Plan Let's Share for 2016 does not provide for a loan or other special terms for the purchase of the shares.

It might be evaluated the possibility, subject to an agreement with the Unions, that the Italian participants could contribute to the Plan Let's Share for 2016 investing a portion of the possible company bonus (VAP). The modalities and the timing to make this contribution will be defined in the Regulations of the Plan Let's Share for 2016.

4.4.12 The evaluation of the economic burden for UniCredit at date of the assignment of the plan, as determined on the basis of the terms and conditions already defined, with respect to the aggregate overall amount as well as with respect to each financial instrument contemplated by the plan

At this stage, it is not possible to evaluate the exact economic burden for UniCredit deriving from the adoption of the Plan Let's Share for 2016, since this burden is affected by the overall participation & contribution rates of UniCredit Group employees.

The estimated overall accounting cost for the offer of the free shares received by Participants is about € 12 million, under the hypothesis of an expected participation rate of employees equal to 5%, with an employees' contribution at maximum of € 6,000. That cost, to be distributed over the period in which the Plan extends , would increase in case of a higher participation rate.

4.4.13 The indication of any dilution on the corporate capital of the issuer resulting from the compensation plan, if any.

Considering the use of shares to be purchased in the market, the adoption of the Plan Let's Share for 2016 will not have any diluting impact on UniCredit share capital.

4.4.14 Any limitation to the voting and to the economic rights

The Plan Let's Share for 2016 does not provide for any limitation to the voting or economic rights for the "Investment Shares". For the "Free Shares" those rights will be subjected to limitations, in particular the beneficiaries will receive the dividends after the 1-year period of restriction. The beneficiaries leaving during the 1-year period of restriction – with the exception of the clauses provided by the Plan Let's Share for 2016 will loose the ownership of the "Free Share".

4.4.15 In the event the stocks are not negotiated on a regulated market, any and all information necessary for a complete evaluation of the value attributable to them

The Plan Let's Share for 2016 provides only for the use of shares negotiated on regulated markets.

4.4.16 The number of financial instruments belonging to each option

The Plan Let's Share for 2016 does not provide for options.

4.4.17 The termination date of the options

The Plan Let's Share for 2016 does not provide for options.

4.4.18 The modalities, time limits and clauses for the exercise of the options

The Plan Let's Share for 2016 does not provide for options.

4.4.19 The strike price of the options or the criteria and modalities for its determination, with respect in particular to:

a) the formula for the calculation of the exercise price in connection with the fair market value; and to b) the modalities for the calculation of the market price assumed as basis for the calculation of the exercise price

The Plan Let's Share for 2016 does not provide for options.

4.4.20 In case the strike price is different from the fair market value as determined pursuant to point 4.4.19.b, the indication of the reasons for such difference

The Plan Let's Share for 2016 does not provide for options.

4.4.21 The criteria justifying differences in the exercise prices between the relevant beneficiaries or class of beneficiaries

The Plan Let's Share for 2016 does not provide for options.

4.4.22 In the event the financial instruments underlying granted options are not negotiated on a regulated market, the indication of the value attributable to the same or of the criteria for its determination

The Plan Let's Share for 2016 does not provide for options.

4.4.23 The criteria for the adjustments required in connection with any extraordinary transaction involving the corporate capital of the issuer as well as in connection with transaction triggering a variation in the number of the financial instruments underlying granted options

The Plan Let's Share for 2016 does not provide for adjustments applicable in connection with extraordinary transactions involving UniCredit corporate capital (without prejudice to the provisions that the Board of Directors may define in the resolution in which the Board will exercise the delegation received from the General Shareholders' Meeting).

5. EXECUTION OF THE 2014 EMPLOYEE SHARE OWNERSHIP PLAN OF UNICREDIT GROUP

5.1 BENEFICIARIES OF THE PLAN

The 2014 Employee Share Ownership Plan ("Let's Share for 2015") is addressed to the employees of the companies of UniCredit Group in the 14 countries that, since the first launch of the plan, so far have participated in Let's Share (Austria, Bulgaria, Czech Rep, France, Germany, Hong Kong, Hungary, Italy, Luxembourg, Poland, Romania, Serbia, Slovakia, United Kingdom), covering in total about 75% of the overall Group population.

The Plan Let's Share for 2015 does not provide for the participation of employees of the companies operating in the other countries in which the Group is operating, since for legal, fiscal, operational or organizational reasons it is not possible to implement the Plan Let's Share for 2015 in the terms approved and defined by UniCredit S.p.A.

5.1.1 Indication of the name of beneficiaries who are members of the board of directors of UniCredit and of the companies directly or indirectly controlled by UniCredit

Mr. Federico Ghizzoni, CEO of UniCredit is amongst the potential beneficiaries of Plan Let's Share for 2015.

It is worth mentioning that certain potential beneficiaries of the Plan Let's Share for 2015 - employees of the UniCredit Group - in addition to the exercise of their managing powers connected to their offices, held offices in Management Bodies of companies, directly or indirectly, controlled by UniCredit. In light of the fact that such individuals are amongst the beneficiaries of the Plan Let's Share for 2015 in their capacity as employees of UniCredit Group, no information as to their names is provided hereto and reference shall be made to the information provided below.

5.1.2 The categories of employees or collaborators of UniCredit and companies controlling or controlled by this issuer.

The Plan Let's Share for 2015 also applies to the following classes of employees of UniCredit and of the main banks and companies of the Group in the participating countries:

  • General Managers & Vice General Managers (or similar categories in the different jurisdictions in which the Group operates) of UniCredit and of the main banks and companies of the Group in the above mentioned countries.
  • Executives (or similar categories in the different jurisdictions in which the Group operates) of UniCredit and of main banks and the companies of the Group in the above mentioned countries.
  • Middle Managers (or similar categories in the different jurisdictions in which the Group operates) of UniCredit and of main banks and the companies of the Group in the above mentioned countries.
  • Employees (or similar categories in the different jurisdictions in which the Group operates) of UniCredit and of main banks and the companies of the Group in the above mentioned countries.

5.1.3 Individuals who benefit from the Plan belonging to the following groups:

a) General Managers of UniCredit

Among the potential beneficiaries of the Plan Let's Share for 2015, along with the CEO, already mentioned, there is the General Manager, Mr. Roberto Nicastro, who currently carries out management activities of UniCredit or anyway has regular access to privileged information and is authorized to take resolutions capable of influencing the development and prospects of UniCredit in any case.

b) other executives with strategic responsibilities of the financial instrument issuer not classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the board of directors or management board, and to the general managers of the financial instrument issuer;

None of UniCredit executives meets the description; therefore no information is provided in connection thereto.

c) natural persons controlling UniCredit, who are employee or collaborator of UniCredit.

No individual controls UniCredit and, therefore, no information is provided in connection thereto.

5.1.4 Description and numerical indication, broken down according to category :

a) Executives with strategic responsibilities other than those specified under lett. b) of paragraph 5.1.3;

Amongst the beneficiaries of the Plan Let's Share for 2015, along with the CEO, there are n. 7 executives of UniCredit who have regular access to privileged information and are authorized to take resolutions capable of influencing the development and prospects of UniCredit:

  • the General Manager, Mr. Roberto Nicastro (already mentioned);
  • the Deputy General Managers, Mr. Paolo Fiorentino and Mr. Gianni Franco Papa;
  • the Head of Planning, Finance & Administration, Mrs. Marina Natale;
  • the Group Chief Risk Officer, Mr. Alessandro Decio;
  • the Group Head of Human Resources, Mr. Paolo Cornetta;
  • the Group Compliance Officer, Mr. Carlo Appetiti;

b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all executives with strategic responsibilities of the financial instrument issuer;

This provision is not applicable and, therefore, no information is provided in connection thereto.

c) other categories of employees or collaborators for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees etc.);

There are no classes of employees to which different characteristics of the Plan Let's Share for 2015 apply.

5.2 THE REASONS FOR THE ADOPTION OF THE PLAN

5.2.1 The targets which the parties intend to reach through the adoption of the plan.

Through the Plan Let's Share for 2015, UniCredit aims at fostering the sense of belonging to the Group and the commitment of the employees to achieve the corporate goals.

In particular, the Plan Let's Share for 2015 aims at offering to the employees of the companies of the Group, participating the Plan, the possibility to buy UniCredit ordinary shares at favourable conditions.

The decision to propose the adoption of the Plan Let's Share for 2015 has been taken on the basis of the consideration that, from a financial point of view, plans based on financial instruments reserved to employees, like such Plan Let's Share for 2015, are currently an advantage both for the company that adopts the Plan and for the beneficiaries.

The Plan Let's Share for 2015 does not provide for alternative allocation criteria amongst the beneficiaries of the Plan, since the criteria specified in section 5.2.3 will regularly apply to all the beneficiaries described in section 5.1. except for the "alternative structure" to be presented in the next paragraphs. For fiscal reasons, in some countries the "alternative structure" is providing to the beneficiaries a different timetable for the allocation activities.

5.2.2 Principal factors of variation and performance indices taken into account for the assignment of plans based on financial instruments.

Considering the goals of the Plan Let's Share for 2015, no key variables and performance indicators have been considered to grant the free shares as detailed below.

5.2.3 The factors assumed as basis for the determination of the compensation based upon financial instruments, or the criteria for the determination of the aforesaid compensation.

The Plan Let's Share for 2015 does not contain an exact indication of the amount based on free shares to be allocated to the beneficiaries, rather it merely fixes the maximum and minimum amount they can invest.

The purpose of UniCredit to adopt the Plan Let's Share for 2015 is in line with the strategy adopted in recent years by the Group for maximizing the corporate value and for fostering employees' sense of belonging and the commitment to achieve the corporate goals.

5.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by UniCredit, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments.

The Plan Let's Share for 2015 does not contemplate the allocation of similar financial instruments.

5.2.5 The evaluations, with respect to the relevant tax and accounting implications, taken into account in the definition of the plans.

The Plan Let's Share for 2015 has not been influenced by significant tax or accounting consideration. In particular, it is specified that the income tax treatment will be taken into account applicable from time to time in the country where each participant has his/her residency; in Italy, the Plan Let's Share for 2015 structure is qualified for the current favourable tax treatment provided for all employees share ownership plans (Section 51 TUIR) provided that certain conditions are met.

5.2.6 The indication as to whether the plan enjoys any support from the special fund for encouraging worker participation in the companies, as provided for under Article 4, paragraph 112, of Law December, 24 2003 n. 350.

The Plan Let's Share for 2015 is not supported by the special fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December 24, 2003 n. 350.

5.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL INSTRUMENTS

5.3.1 Powers delegated to the board of directors by the shareholders' meeting for the implementation of the plan.

In occasion of the approval of the Plan Let's Share for 2015, the Shareholders' Meeting – Ordinary session of UniCredit has not given any specific powers and functions to the Board of Directors for the execution of the Plan Let's Share for 2015, but has given to the Chairman and/or to the Chief Executive Officer, respectively, every opportune powers of attorney to enact the Shareholders resolution, making the appropriate changes/integrations to the Plan Let's Share for 2015, also in order to be compliant with the laws and regulations in all the different countries in which the Group's companies operate.

5.3.2 Indication of the individuals in charge of the management of the plan, their powers authority.

The Organizational Unit "Reward & Benefits" of the Holding is in charge for the management of the Plan Let's Share for 2015.

The Plan Let's Share for 2015 will be managed and administered with the support of a specialized provider external to the Group.

5.3.3 Procedures for the amendment of the plans, if any, also in connection with potential variation of the original targets.

No specific procedures for the amendment of the Plan Let's Share for 2015 are provided for.

5.3.4 Description of the modalities for the determination of the availability and assignment of the financial instruments contemplated by the plan.

The employees of the Group companies who joined the Plan Let's Share for 2015 ("Participants"), have communicated, in the period from 27th November 2014 to 15th January 2015 and/or will communicate in the period from 27th May 2015 to 15th July 2015 the amount to invest for the purchasing of the UniCredit ordinary shares ("Investment Shares"). The Participants have submitted an order to the relevant Bank of the Group to buy - on a monthly or one-off (in January and/or July 2015) basis - UniCredit ordinary shares. The purchase is made during the period between January 2015 and December 2015 ("Enrolment Period") on the market by FinecoBank – the Group company, with registered office in Italy, appointed as unique broker for the Plan Let's Share for 2015– and all the purchased shares are sub-deposited in an account opened in the name of each participant in Société Générale Securities Services (SGSS) as Custodian Bank for the Plan Let's Share for 2015.

At the beginning of the Enrolment Period (January 2015 or July 2015), each participant is receiving an immediate discount of 25% on the purchase price in the form of free shares ("Free Share"). The "Free Shares" are locked up for one year (from January/July 2015 to January/July 2016). After this 1-year Holding Period, the participants can freely dispose of all the shares. "Free Shares" are subject to forfeiture if the participants sell their "Investment Shares", or if they leave employment with the Group, before the end of the 1 year lockupperiod, except in the case of termination of employment for special reasons provided for by the Plan Let's Share for 2015.

To Plan's participants resident in countries where, for fiscal reasons, it will not be possible to grant the "Free Shares" at the beginning of the enrolment period, the right will be offered to receive the "Free Shares" at the end of the Holding Period ("alternative" structure).

5.3.5 The influence exercised by each director in the determination of the characteristics of the plans; the potential conflict of interest which may trigger the obligation for the relevant director to abstain from exercising his vote in the relevant resolution.

While defining the essential features of the Plan Let's Share for 2015, submitted to the General Meeting on May 13, 2014, the Board of Directors followed the guidelines and criteria elaborated by the Remuneration Committee of UniCredit.

In the implementation of the Plan Let's Share for 2015 also the CEO of UniCredit followed the guidelines and criteria elaborated by the Board of Directors and Remuneration Committee of UniCredit.

5.3.6 The date on which the board of directors resolved upon the assignment of the financial instruments contemplated by the plan.

The Board of Directors on 21 January 2014 resolved upon the Plan Let's Share for 2015 approved by the Shareholders' Meeting – Ordinary session of UniCredit on 13 May 2014.

5.3.7 The date on which the remuneration committee resolved upon the Plan of UniCredit.

The Remuneration Committee, on January 14, 2014, positively resolved upon the criteria and the methodology elaborated for the definition of the Plan Let's Share for 2015, sharing the reasons and motivations thereof.

5.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points 5.3.6 and 5.3.7.

The market price of UniCredit ordinary shares, registered on the date of Board of Directors (January 21 2014) approval of Plan Let's Share for 2015 proposal and on the date of positive opinion expressed by the Remuneration Committee of UniCredit (14 January 2014), amounted to €5.955 and €5.985.

On 27th November 2014 – date in which the employees of the Group have been invited to the Plan Let's Share for 2015 – the market price of UniCredit ordinary shares was equal to €5.97.

5.3.9 In which terms and modalities UniCredit takes into account, in the determination of the timeframe for the assignment of the plans, of the possible time-coincidence between:

i) such assignment or the decision, if any, adopted thereon by the Remuneration Committee, and ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1 of Legislative Decree 58/98; for instance, in cases in which such information is:

  • a. not already public and capable of positively affecting the market quotation, or
  • b. already published and capable of negatively affecting the market quotation.

It is worthwhile clarifying that, although all the resolutions concerning share-based incentive plans adopted by the Board of Directors are subject to the prior positive opinion of the Remuneration Committee of UniCredit, the information to the market is given only after the relevant resolution of the Board of Directors.

Therefore, with reference to the resolution of the Board of Directors of 21st January 2014 related to the Plan Let's Share for 2015, communication has been given to the markets, in compliance with the current regulations.

With reference to the execution of the Plan Let's Share for 2015, similar information to the market, as required by the regulations, is made available.

5.4 THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED

5.4.1 Description of the compensation plan.

The Plan Let's Share for 2015 provides for offering to Group employees the possibility to invest in UniCredit shares at favourable conditions, by granting a 25% discount on shares purchased on the market within the Plan. The discount is granted in the form of free shares ("Free Shares") whose ownership by Participants will be will be subject to the employment status of the employee with a UniCredit Group company until the expiry of a 1-year restriction period, with the exception of termination for reasons specifically provided for by the Rules of the Plan Let's Share for 2015.

5.4.2 Indication of the time period for the implementation of the plan also indicating different cycles, if any, of its implementation.

The phases to implement the Plan Let's Share for 2015 are:

a) Election Period: there are two main election windows:

1 st election window: from 27th November 2014 to 15th January 2015. 2 nd election window: from 27th May 2015 to 15th July 2015.

During the election windows, employees participating to the Plan Let's Share for 2015 ("Participants"), have chosen/will choose the overall amount that they want to invest, up to a maximum contribution of € 6,000 per annum. The minimum annual contribution amount is defined considering the peculiarities of each participating country.

b) Enrolment Period: from January 2015 to December 2015 the Participants have the opportunity to buy shares by means of monthly debits on their current account ("monthly" modality) or by payments in one or two instalments made in the months of January and/or July ("one-off" modality). In case during the Holding Period a Participant leaves the Plan Let's Share for 2015, he/she will lose the Free Shares allocated to him/her in accordance with the below point c);

c) "Free Shares": at the beginning of the Enrolment Period (January or July 2015), the Participant will receive an immediate discount equal to 25% on the purchase price in the form of Free Shares;

The Free Shares will be subject to lock-up during 1 year and the Participant will lose the entitlement to the Free Shares if, during the 1-year Holding Period, he/she will no longer be an employee of a UniCredit Group Company, unless the employment has been terminated for one of the specific reasons stated in the Rules of the Plan Let's Share for 2015. In some countries, for fiscal reasons, it will not be possible to grant the Free Shares at the beginning of the Enrolment Period: in that case an alternative structure is offered that provides to the Participants of those countries the right to receive the Free Shares at the end of the Holding Period ("Alternative" Structure);

d) Holding Period: during the 1-year Holding Period (from January/July 2015 to January/July 2016), the Participants can sell the purchased shares at any moment, but by doing so they will lose the Free Shares in respect of the number of shares sold.

5.4.3 The termination date of the plan

The Plan Let's Share for 2015 will last until July 2016.

5.4.4 The overall maximum number of financial instruments, also in the form of options, assigned over any fiscal years with respect to the beneficiaries namely identified or identified by categories, as the case may be

At this stage it is not possible to determine the exact overall number of UniCredit ordinary shares purchased or assigned with reference to the Plan Let's Share for 2015, since their exact determination is conditioned to the Participants participation and contribution rates, as well as UniCredit ordinary share price at the purchasing date.

5.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions and results

The Plan Let's Share for 2015 features and implementation clauses are described in the sections 5.3.4 and 5.4.2 above. The execution of the Plan Let's Share for 2015 is not conditioned to the achievement of any result/performance.

5.4.6 Indication of the restrictions on the availability of the financial instruments allocated under the plan or of the financial instruments relating to the exercise of the options, with particular reference to the time limits within which the subsequent transfer of the stocks to the issuer or third parties is permitted or prohibited

All the free shares acquired trough the Plan Let's Share for 2015 ("Free Shares") are locked up for one year, during which the dividends will be accrued in favour of the Participants: in particular any dividends and other distributions arising from the "Free Shares" will be locked during the Holding Period and will be released (in cash and/or in kind) only at the end of this period.

The participant will lose the ownership of the "Free Share" if, during the 1-year restriction period, he/she will no longer be an employee of a UniCredit Group Company, unless the employment has been terminated for one of the specific reasons stated by the Rules of the Plan Let's Share for 2015.

5.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial instruments relating to the exercise of the aforesaid options

The Plan Let's Share for 2015 does not provide for conditions subsequent of the type described above.

5.4.8 Description of the consequences deriving from the termination of the employment or working relationship

  • a) Leaving employment before the start of the Enrolment Period: if a Participant leaves employment with any company of UniCredit Group before the start of the Enrolment Period, he will not be entitled to participate in the Plan Let's Share for 2015.
  • b) Leaving employment during the Enrolment Period: If a Participant leaves employment with any company of UniCredit Group during the Enrolment Period, the Investment Shares already acquired shall not be affected but no more Investment Shares will be bought for her/ him and the Free Shares allocated to her/him under the Plan will lapse. The above mentioned provision will not apply in the event of one of the exceptions below. In these circumstances no more Investment Shares will be bought for her/him but his right in relation to Investment Shares already acquired shall not be affected. In particular, the entitlement to receive all the Free Shares and to dispose of them as soon as practicable could be maintained upon the explicit agreement with the Company and subject to the Rules of the Plan.
  • c) Leaving employment after the Enrolment Period but before the Vesting Date: if a Participant leaves employment with any company of UniCredit Group after the end of the Enrolment Period but before the Vesting Date, her/his Free Shares will lapse but her/his rights in respect of Investment Shares shall not be affected. The above mentioned provision will not apply in the event of one of the exceptions set out below. In particular, the entitlement to receive all the Free Shares and to dispose of them as soon as practicable could be maintained upon the explicit agreement with the Company and subject to the Rules of the Plan.

The above mentioned provision will not apply if the Participant dies or leaves employment for any of the following reasons provided by the Rules of the Plan Let's Share for 2015:

    1. ill-health, injury or disability, as established to the satisfaction of the Company or the Participant's employing company;
    1. the Participant's employing company ceasing to be a Subsidiary;
    1. a transfer (total or partial) of the undertaking in which the Participant works to a legal entity which is not a company of UniCredit Group;
    1. retirement with the agreement of the Participant's employing company;
    1. re-employment of the Participant in another country with a Member of UniCredit Group that is not participating in the Plan Let's Share for 2015;
    1. any other reason agreed upon by the Company in the context of a mutual agreement on termination of the Participant's employment relationship.

The Company must exercise any discretion provided for in this Rule within 90 calendar days after the termination date and the Free Shares will be deemed to have lapsed or not (as appropriate) on the termination date.

5.4.9 The indication of any other provisions which may trigger the cancellation of the plan

The Plan Let's Share for 2015 does not provide for any provision which may trigger its cancellation.

5.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights

The Plan Let's Share for 2015 does not provide for the redemption by UniCredit or by another Group company.

5.4.11 The loans or other special terms that may be granted for the purchase of stocks pursuant to sect. 2358, paragraph 3, of the Italian Civil Code

The Plan Let's Share for 2015 does not provide for a loan or other special terms for the purchase of the shares.

5.4.12 The evaluation of the economic burden for UniCredit at date of the assignment of the plan, as determined on the basis of the terms and conditions already defined, with respect to the aggregate overall amount as well as with respect to each financial instrument contemplated by the plan

At this stage, it is not possible to evaluate the exact economic burden for UniCredit deriving from the adoption of the Plan Let's Share for 2015, as the calculation of this burden is affected by the overall participation and contribution rates of UniCredit Group employees.

The estimated IFRS2 cost for the offer of the free shares received by participants is about € 7 million, under the hypothesis of an expected participation rate of employees equal to 5%, with an employees' average contribution at €3.500. That cost would increase in case of a higher participation rate and it does not include the management and administration costs of the Plan expected to be around € 0.2 million.

5.4.13 The indication of any dilution on the corporate capital of the issuer resulting from the compensation plan, if any.

Considering the use of shares to be purchased on the market, the adoption of the Plan Let's Share for 2015 will not have any diluting impact on UniCredit share capital.

5.4.14 Any limitation to the voting and to the economic rights

The Plan Let's Share for 2015 does not provide for any limitation to the voting or economic rights for the "Investment Shares". The economic rights are suspended for the "Free Shares", because the participants will receive the dividends of those shares only at the end of the 1-year lock-up period if, during this period, he/she will remain an employee of a UniCredit Group Company, unless the employment has been terminated for one of the specific reasons stated by the Plan Let's Share for 2015.

5.4.15 In the event the stocks are not negotiated on a regulated market, any and all information necessary for a complete evaluation of the value attributable to them

The Plan Let's Share for 2015 provides only for the use of shares negotiated on regulated markets.

5.4.16 The number of financial instruments belonging to each option

The Plan Let's Share for 2015 does not provide for options.

5.4.17 The termination date of the options

The Plan Let's Share for 2015 does not provide for options.

5.4.18 The modalities, time limits and clauses for the exercise of the options

The Plan Let's Share for 2015 does not provide for options.

5.4.19 The strike price of the options or the criteria and modalities for its determination, with respect in particular to:

a) the formula for the calculation of the exercise price in connection with the fair market value; and to b) the modalities for the calculation of the market price assumed as basis for the calculation of the exercise price

The Plan Let's Share for 2015 does not provide for options.

5.4.20 In case the strike price is different from the fair market value as determined pursuant to point 5.4.19.b, the indication of the reasons for such difference

The The Plan Let's Share for 2015 does not provide for options.

5.4.21 The criteria justifying differences in the exercise prices between the relevant beneficiaries or class of beneficiaries

The The Plan Let's Share for 2015 does not provide for options.

5.4.22 In the event the financial instruments underlying granted options are not negotiated on a regulated market, the indication of the value attributable to the same or of the criteria for its determination

The The Plan Let's Share for 2015 does not provide for options.

5.4.23 The criteria for the adjustments required in connection with any extraordinary transaction involving the corporate capital of the issuer as well as in connection with transaction triggering a variation in the number of the financial instruments underlying granted options.

The Plan Let's Share for 2015 does not provide for adjustments applicable in connection with extraordinary transactions involving UniCredit corporate capital (without prejudice to the provisions that the Board of Directors may define in the resolution in which the Board will exercise the delegation received from the General Shareholders' Meeting).

6. EXECUTION OF THE "GROUP COMPENSATION SYSTEMS"

6.1 BENEFICIARIES OF THE PLAN

With reference to the UniCredit Board of Directors resolutions of

  • February 11th 2015 and on April 9th 2015;
  • March 11th 2014;
  • March 15th and on April 11th , 2013;
  • March 27th , 2012

to execute the 2014 Group Incentive System, 2013 Group Incentive System, 2012 Group Incentive System, 2011 Group Executive Incentive System and Share Plan for Group Key Resources, approved by the Ordinary Shareholders Meeting on May 13th 2014, May 11th , 2013, on May 11th , 2012 and on April 29th , 2011,

the following beneficiaries have been identified for the relevant plans:

  • The 2014 Group Incentive System provides an incentive to be grated in the form of cash and/or UniCredit ordinary free shares, to Group Identified Staff in a multi-year period (2015 – 2020), subject to the achievement of specific performance objectives.

  • the "2013 Group Incentive System" that provides for the grant of an incentive – in cash and free ordinary shares – to be allocated to Group Executives and other selected roles in a multi-year period (2014-2018) subject to the achievement of specific performance objectives. This Plan provides, inter alia, the allocation of the first tranche of the shares promised in 2013, following the verification of the achievement of the Zero Factor provided by the system for the deferral payments to selected resources belonging to the Corporate & Investment Banking Division, also with reference to the 2012 performance (Sustainable Performance Plan 2012).

  • the "2012 Group Incentive System" that provides for the grant of an incentive – in cash and free ordinary shares – to be allocated to Group Executives and other selected roles in a multi-year period (2013-2017) subject to the achievement of specific performance objectives. This Plan provides, inter alia, following the verification of the achievement of the Zero Factor provided by the system for the deferral payments, the allocation of the first tranche of the shares promised in 2013 to the Group Executives, and of the second tranche of shares promised to selected resources belonging to the Corporate & Investment Banking Division, also with reference to the 2011 performance (Sustainable Performance Plan 2011);

  • the 2011 Group Executive Incentive System ("2011 Group Executive Plan"), that provides for the allocation of an incentive – in cash or free ordinary shares –to Group Executives and other selected roles in a 4-year period, subject to the achievement of specific performance objectives. This Plan provides the allocation of the second tranche of the shares promised in 2012 to the Executives of the Group, following the verification of the achievement of the Zero Factor provided by the system for the deferred payments.

  • the Share Plan for Group Key Resources ("Share Plan"), that provides for the allocation of free ordinary shares within a 3-year period to talents and other mission critical players for the achievement of company results.

6.1.1 Indication of the name of beneficiaries who are members of the board of Directors of UniCredit and of the companies directly or indirectly controlled by UniCredit

Mr. Federico Ghizzoni – CEO of UniCredit - is among the beneficiaries of the 2014 Group Incentive System, of the 2013 Group Incentive System, of the 2012 Group Incentive System, of the 2011 Group Executive Incentive System and of the Share Plan.

It is worth mentioning that certain potential beneficiaries of the above plans, in addition to the exercise of their managing powers connected to their offices, held offices in Management Bodies of companies, directly or indirectly, controlled by UniCredit. In light of the fact that such individuals are amongst the beneficiaries of the plans in their capacity as employees of UniCredit Group, no information as to their names is provided hereto and reference shall be made to the information provided below.

6.1.2 The categories of employees or collaborators of UniCredit and companies controlling or controlled by this issuer.

The employees of UniCredit and of its parent companies or subsidiaries that benefit from the Group Compensation Systems (in addition to the Chief Executive Officer of UniCredit) are:

for the 2014 Group Incentive System:

  • General Manager, Deputy General Managers, Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, Board members of relevant Group Legal Entities
  • Employees with total remuneration greater than 500,000 in the last year
  • Employees included within 0,3% of staff with the highest remuneration
  • Employees whose remuneration is within the remuneration bracket of senior management and other risk takers
  • Other selected roles;

for the 2013 Group Incentive System :

  • i. General Manager, Deputy General Managers, Senior Executive Vice Presidents , Executive Vice Presidents and other risk takers2 ;
  • ii. Senior Vice Presidents and other selected roles impacting market, credit, liquidity risks with incentive exceeding € 100,000

for the 2012 Group Incentive System :

  • iii. General Manager, Deputy General Managers, Senior Executive Vice Presidents, Executive Vice Presidents and other risk takers3 ;
  • iv. Senior Vice Presidents and other selected roles impacting market, credit, liquidity risks with incentive exceeding € 100,000;

for the 2011 Group Executive Plan:

  • v. General Manager, Deputy General Managers, Senior Executive Vice Presidents, Executive Vice Presidents and other "identified staff"4 ;
  • vi. Senior Vice Presidents and other selected roles impacting market, credit, liquidity risks with incentive exceeding € 100,000;

for the Share Plan:

vii. selected employees of UniCredit and of the main bank and companies of the Group, identified by the Board among the mission critical players for the achievement of company results.

6.1.3 Individuals who benefit from the Plan belonging to the following groups:

a) General Managers of UniCredit

2 Employees materially impacting market, credit, liquidity risk at Group level and with an incentive higher than € 500,000 3

Employees materially impacting market, credit, liquidity risk at Group level and with an incentive higher than € 500,000 4

Employees materially impacting market, credit, liquidity risk at Group level and with an incentive higher than € 500,000

Among the potential beneficiaries of the Group Compensation Systems, along with the CEO, already mentioned, there is the General Manager, Mr. Roberto Nicastro, who currently carries out management activities of UniCredit or anyway has regular access to privileged information and is authorized to take resolutions capable of influencing the development and prospects of UniCredit in any case.

b) other executives with strategic responsibilities of the financial instrument issuer not classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the board of directors or management board, and to the general managers of the financial instrument issuer;

None of UniCredit executives meets the description; therefore no information is provided in connection thereto.

c) natural persons controlling UniCredit, who are employee or collaborator of UniCredit.

No individual controls UniCredit and, therefore, no information is provided in connection thereto.

6.1.4 Description and numerical indication, broken down according to category :

a) Executives with strategic responsibilities other than those specified under lett. B) of paragraph 6.1.3

Amongst the beneficiaries of the Group Compensation Systems, along with the CEO, there are 8 executives of UniCredit who have regular access to privileged information and are authorized to take resolutions capable of influencing the development and prospects of UniCredit:

  • the General Manager, Mr. Roberto Nicastro (already mentioned);
  • the Deputy General Managers, Mr. Paolo Fiorentino and Mr. Jean-Pierre Mustier;
  • the Head of Planning, Finance & Administration, Mrs. Marina Natale;
  • the Group Chief Risk Officer, Mr. Alessandro Decio;
  • the Group Head of Human Resources, Mr. Paolo Cornetta;
  • the General Counsel & Group Compliance Officer, Mrs. Nadine Farida Faruque;
  • the Group Compliance Officer, Mr. Carlo Appetiti.

b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all executives with strategic responsibilities of the financial instrument issuer;

This provision is not applicable and therefore no information is provided in connection thereto.

c) other categories of employees or collaborators for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees etc.);

There are no classes of employees to which different characteristics of the relevant plans apply.

6.2 THE REASONS FOR THE ADOPTION OF THE PLAN

6.2.1 The targets which the parties intend to reach through the adoption of the plan.

The 2014 Group Incentive System aims to attract, retain and motivate Group beneficiaries and to align UniCredit incentive system to the most recent national and international regulatory requirements and provides for:

  • allocation of a variable incentive defined based on available bonus pool, individual performance evaluation, bonus reference for specific roles/markets and bonus cap as set by Regulators and approved at the Ordinary Shareholder's meeting;
  • definition of a balanced structure of upfront (following the moment of performance evaluation) and deferred payments, in cash and in shares;
  • distributions of share payments which take into account the applicable regulatory requirements regarding the application of share retention periods;
  • risk adjusted metrics in order to guarantee long-term sustainability with respect to company's financial position and to ensure compliance with regulatory expectations;
  • malus condition (Zero Factor) that applies in case specific thresholds (profitability, capital & liquidity) are not met at both local and Group levels

The 2013 Group Incentive System aims to attract, retain and motivate Group beneficiaries and to align UniCredit incentive system to the most recent national and international regulatory requirements and provides for:

  • allocation of a variable incentive related to 2013 defined on the basis of individual performance, as well as results at business level and, as relevant, at country and/or Group level;
  • definition of a balanced structure of upfront (following the moment of performance evaluation) and deferred payments, in cash and in shares;
  • distributions of share payments which take into account the applicable regulatory requirements regarding the application of share retention periods. In particular, the payment structure has been defined considering Bank of Italy provisions requiring a share retention period of 2 years for upfront shares and of 1 year for deferred shares;
  • application of an overall risk/sustainability factor, related to annual Group profitability, solidity and liquidity results ("Group Gate") as well as a Zero Factor related to future Group profitability, solidity and liquidity results.

The 2012 Group Incentive System aims to attract, retain and motivate Group beneficiaries and to align UniCredit incentive system to the most recent national and international regulatory requirements and with the aim to define – in the interest of all stakeholders – incentive systems in line with long term company strategies and goals, linked to Group results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the bank and the system in its whole.

The 2011 Group Executive Plan aims to attract, motivate and retain Group Executives and to align UniCredit compensation systems with the latest national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long term company strategies and goals, linked to Group results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the bank and the system in its whole.

The Share Plan aims to attract and retain selected resources and to align beneficiaries and shareholder interests, rewarding long term value creation and share price appreciation.

6.2.2 Principal factors of variation and performance indexes taken into account for the assignment of plans based on financial instruments.

The 2014 Group Incentive System provides an Individual performance appraisal based on 4 – 8 goals; other target as options and behaviors which, as relevant, could be considered by the manager for the overall performance appraisal.

Incentive payouts shall be made over a multi-year period (2015-2020) in a balanced structure of upfront (following the moment of performance evaluation) and deferred payments, in cash and in shares, subject to continuous employment at each date of payment and as follows:

  • in 2015 the first installment of the overall incentive will be payable in cash (1st installment) in absence of any individual values / compliance breach, considering also the gravity of any internal/external findings (i.e. Audit, Bank of Italy, Consob and/or analogous local authorities);

  • over the period 2016-2020 the remainder of the overall incentive will be payable in installments in cash and/or UniCredit free ordinary shares, further subject to the application of the Zero Factor for the year previous to the year of payment and in absence of any individual /values compliance breach, considering also the gravity of any internal/external findings (i.e. Audit, Bank of Italy, Consob and/or analogous local authorities); - distributions of share payments take into account the applicable regulatory requirements regarding the

application of share retention periods.

The 2013 Group Incentive System establishes that the achievement of goals defined for 2013 shall be verified in 2014 using a multi-perspective balanced approach to evaluate the achieved level of performance on operational & sustainability objectives set within an individual evaluation card ("Performance Screen") and also on other additional goals, as relevant. This Plan provides, inter alia, the allocation of the first tranche of the shares promised in 2013, following the verification of the achievement of the Zero Factor provided by the system for the deferral payments to selected resources belonging to the Corporate & Investment Banking Division, also with reference to the 2012 performance (Sustainable Performance Plan 2012).According to individual goal achievements, incentive payouts so defined will be made in installments – in cash and/or UniCredit ordinary shares – with the following modalities:

  • in 2014 the first installment of the overall incentive, will be payable in cash (1st installment), subject to the application of the 2013 Group Gate and of the individual compliance with laws and conduct rules;

  • over the period 2015-2018 the remainder of the overall incentive will be payable in installments in cash and/or UniCredit shares, subject to the application of the Zero Factor in each year, considered the individual compliance with laws and conduct rules.

The 2012 Group Incentive System provides, inter alia, the allocation of the second instalment of the shares promised in 2012, following the verification of the achievement of the Zero Factor provided by the system for the deferral payments to selected resources belonging to the Corporate & Investment Banking Division, with reference to the 2011 performance (Sustainable Performance Plan 2011).

The 2011 Group Executive Plan provides the allocation of the first tranche of the shares promised in 2012 to the Executives of the Group, following the verification of the achievement of the Zero Factor provided by the system for the deferral payments.

The Share Plan provides for UniCredit free ordinary share allocations within a 3 year period; each allocation shall be subject to continuous employment at time of actual grant and application of the Zero Factor – as defined annually by the Board of Directors – related to annual Group profitability, solidity and liquidity results and the absence of any individual values / compliance breach and continuous employment.

6.2.3 The factors assumed as basis for the determination of the compensation based upon financial instruments, or the criteria for the determination of the aforesaid compensation.

The following are the general criteria that the Board of Directors has followed, in the resolutions that after the Annual Shareholders' Meeting approval has executed the Plan, to define the actual number of beneficiaries and the number of free shares or performance stock options to be granted.

The 2014 Group Incentive System provides that in 2015 the Board of Directors – once verified the conditions for 2014 – defines the percentages of the payments in cash and shares for the beneficiaries categories.

The 2013 Group Incentive System provides that in 2014 the Board of Directors – once verified the objectives for 2013 – defines the percentages of the payments in cash and shares for the beneficiaries categories.

The 2012 Group Incentive System provides that in 2013 the Board of Directors – once verified the objectives for 2012 – defines the percentages of the payments in cash and shares for the beneficiaries categories.

The Group Executive Plan, provides that in 2012 the Board of Directors – once verified the achievement of the objectives defined for 2011 - defines the percentage of cash and shares payments according to the category of the beneficiaries.

The Share Plan provides that the beneficiaries and the number of shares to be granted at individual level will be defined by the Board of Directors according to:

  • Relevance for the Group and the need of retention;
  • the level of performance / potential delivery ability, performance and results achieved;
  • adherence to corporate values and compliance knowledge and ability to translate corporate values into behaviors and individual adherence to compliance rules, conduct and behavior.

6.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by UniCredit, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments.

The Group Compensation Systems do not contemplate the allocation of similar financial instruments.

6.2.5 The evaluations, with respect to the relevant tax and accounting implications, taken into account in the definition of the plans.

The Group Compensation Systems have not been influenced by significant tax or accounting considerations.

Furthermore, the tax regime and social security contribution applied to the free shares allocated, will be compliant with the current regulations in the country where the beneficiary is fiscally resident.

6.2.6 The indication as to whether the plan enjoys any support from the special fund for encouraging worker participation in the companies, as provided for under Article 4, paragraph 112, of Law December, 24 2003 n. 350.

The Group Compensation Systems are not currently supported by the special fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December, 24 2003 n. 350.

6.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL INSTRUMENTS

6.3.1 Powers delegated to the board of directors by the shareholders' meeting for the implementation of the plan.

As already mentioned in the Information Memorandum published at the occasion of the General Shareholders' Meeting of May 13, 2014 for the 2014 Group Incentive System, of May 11, 2013 for the 2013 Group Incentive system, of May 11, 2012 for the 2012 Group Incentive system, of the Shareholders' Meeting of April 29, 2011 for the 2011 Executive Incentive plan and the Share Plan, the most efficient instrument identified to execute the Compensation Systems is to delegate the Board of Directors (BoD), pursuant to sect. 2443 of the Civil Code, of the power to resolve on one or more occasions to increase share capital in accordance with the following provisions:

With reference to the 2014 Group Incentive System, the BoD could resolve, within a maximum period of five years, in one or more instances, a free share capital under art. 2349 of the Civil Code, of maximum nr. 28.964.197 UniCredit ordinary shares

with reference to the 2013 Group Incentive System, the BoD could resolve, within a maximum period of five years, in one or more instances, a free share capital under art. 2349 of the Civil Code, of maximum nr. 42,200,000 UniCredit ordinary shares;

with reference to the 2012 Group Incentive System, the BoD could resolve, within a maximum period of five years, in one or more instances, a free share capital under art. 2349 of the Civil Code, of maximum nr. 59,700,000 UniCredit ordinary shares;

with reference to the 2011 Group Executive Plan and the Share Plan, the BoD could resolve, within a maximum period of five years, in one or more instances, a free share capital under art. 2349 of the Civil Code, of maximum nr. 206,000,000 of ordinary shares (this number has been modified to nr. 31,277,019 ordinary shares due to the grouping operation made on December, 27 2011 and the AIAF factor application related to the operations on share capital made by UniCredit).

6.3.2 Indication of the individuals in charge of the management of the plan, their powers authority.

The Organizational Unit "Reward & Benefits" of the Holding is in charge for the management of the incentive plans.

6.3.3 Procedures for the amendment of the plans, if any, also in connection with potential variation of the original targets.

No specific procedures for the amendment of the Group Compensation Systems are provided for.

6.3.4 Description of the modalities for the determination of the availability and assignment of the financial instruments contemplated by the plan.

In order to execute the plans in accordance with the delegation provided by the Shareholders' Meeting on May 13 2014, on May 11, 2013, on May 11, 2012, on April 29, 2011 the Board of Directors could resolve to approve a free share capital increase:

  • with reference to the 2014 Group Incentive System, the BoD could resolve, within a maximum period of five years, in one or more instances, a free share capital under art. 2349 of the Civil Code, of maximum nr. 28.964.197 UniCredit ordinary shares for 2013 Group Incentive system, within a maximum period of five

years, in one or more instances, of maximum nr. 42,200,000 free UniCredit ordinary shares, set by the Board of Directors;

  • for the 2012 Group Incentive system, within a maximum period of five years, in one or more instances, of maximum nr. 59,700,000 free UniCredit ordinary shares, set by the Board of Directors;
  • for the 2011 Group Executive Plan and the Share Plan, within a maximum period of five years, in one or more instances, of a maximum number of 31,277,019 free ordinary shares, set by the Board of Directors.

6.3.5 The influence exercised by each director in the determination of the characteristics of the plans; the potential conflict of interest which may trigger the obligation for the relevant director to abstain from exercising his vote in the relevant resolution.

In the determination of the essential characteristics of the Group Compensation Systems and of the relevant criteria for the identification of the instruments under the Plan, the Board of Directors followed the guidelines and criteria elaborated by the Remuneration Committee of UniCredit.

Since the CEO of UniCredit is among the potential beneficiaries of the plans, the latter has abstained from participating in the definition of the plans.

6.3.6 The date on which the board of directors resolved upon the assignment of the financial instruments contemplated by the plan

In order to execute the 2014 Group Incentive system, in accordance with the delegation received by the Shareholders' Meeting, as described in point 6.3.1, the Board of Directors on April 9, 2015 has resolved the promise to grant nr. 12.219.858 UniCredit ordinary shares to nr. 774 Group Identified Staff upon verification of the achievement of the performance conditions defined for the participants as described in the following section 6.4.5

In order to execute the 2013 Group Incentive system, in accordance with the delegation received by the Shareholders' Meeting, as described in point 6.3.1, the Board of Directors on April 9, 2015 has resolved the allocation of 2,077,630 free ordinary shares to 274 beneficiaries belonging to the Corporate & Investment Banking Division with reference to the 2012 Sustainable Performance Plan.

In order to execute the 2012 Group Incentive system, in accordance with the delegation received by the Shareholders' Meeting, as described in point 6.3.1, the Board of Directors on April 9, 2015 has resolved the allocation of nr. 6,598,527 UniCredit free ordinary shares to nr. 488 Group Executives and the allocation of nr. 1,469,130 free ordinary shares to nr. 237 beneficiaries belonging to the Corporate & Investment Banking Division with reference to the 2011 Sustainable Performance Plan.

In order to execute the 2011 Group Executive Plan, in accordance with the delegation received by the Shareholders' Meeting, as described in point 6.3.1, the Board of Directors on April 9 2015 has resolved the allocation of nr. 4.804.730 free UniCredit ordinary shares to 456 Group Executives with reference to 2011 performance.

In order to execute the Share Plan in accordance with the delegation received by the Shareholders' Meeting, as described in point 6.3.1, the Board of Directors on April 9 2015 has approved the allocation of nr. 1,363,916 free ordinary shares to nr. 839 beneficiaries (included nr. 284,090 shares related to the allocation of the first installment of the Plan assigned to CEO in 2013).

6.3.7 The date on which the remuneration committee resolved upon the Plan of UniCredit.

The Remuneration Committee, on April 1st 2015 positively resolved upon the conditions to be applied at the execution of the Group Compensation Systems.

6.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points 6.3.6 and 6.3.7.

The market price of UniCredit ordinary shares, registered on the date of Board of Directors approval of the Group Compensation Systems execution (April 9th 2015) and on the date of the positive opinion by the Remuneration Committee of UniCredit (April 1st 2015), resulted equal to 6.41 on April 9th 2015, and € 6.40 on April 1st 2015.

6.3.9 In which terms and modalities UniCredit takes into account, in the determination of the timeframe for the assignment of the plans, of the possible time-coincidence between:

i) such assignment or the decision, if any, adopted thereon by the Remuneration Committee, and

ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1 of Legislative Decree 58/98; for instance, in cases in which such information is:

  • a. not already public and capable to positively affect the market quotation, or
  • b. already published and capable to negatively affect the market quotation.

In relation to the foregoing it is clarified that the resolution of the General Shareholders' Meeting has been communicated to the market in compliance with the current regulations. It is also clarified that analogous information to the market is made available upon the resolution adopted by the UniCredit Board of Directors in execution of the Group Compensation Systems.

It is worthwhile clarifying that, although all the resolutions on share based plans adopted by the Board of Directors are subject to the prior positive opinion of the Remuneration Committee of UniCredit, the information to the market, where due, is given only after the relevant resolution of the Board of Directors.

6.4. THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED

6.4.1 Description of the compensation plan.

The 2014 Group Incentive System provides for the grant of an incentive – in cash and free UniCredit ordinary shares – to be allocated to Group Executives and other Identified Staff in a multi-year period (2015-2020) subject to the achievement of specific performance objectives

The 2013 Group Incentive System provides for the grant of an incentive – in cash and free UniCredit ordinary shares – to be allocated to Group Executives and other Identified Staff in a multi-year period (2014-2018) subject to the achievement of specific performance objectives

The 2012 Group Incentive System provides for the grant of an incentive – in cash and free UniCredit ordinary shares – to be allocated to Group Executives and other selected roles in a multi-year period (2013-2017) subject to the achievement of specific performance objectives.

The 2011 Group Executive Plan provides for the grant of an incentive – in cash or free ordinary shares – to Group Executives and other selected roles in a 4-year period, subject to the achievement of specific performance objectives;

The Share Plan provides for the allocation to selected Group beneficiaries free UniCredit ordinary shares, over a 3 year period, subject every year to the application of the Zero Factor - as defined annually by the Board.

6.4.2 Indication of the time period for the implementation of the plan also indicating different cycles, if any, of its implementation.

The free shares related to the 2014 Group Incentive System will be allocated by UniCredit in multiple installments (in the period 2018-2020) subject to the Board assessment in 2015 of the goals achievement set for 2014.

The free shares related to the 2013 Group Incentive System will be allocated in multiple installments (in the period 2016-2018) subject to the Board assessment in 2014 of the goals achievement set for 2013.

The free shares related to the 2012 Group Incentive System will be allocated in multiple installments (in the period 2015-2017) subject to the Board assessment of the goals achievement set.

The free shares related to the 2011 Group Executive Plan will be allocated in more installments (over 4 years) following the Board assessment of the achievement of the defined goals.

The free shares related to the Share Plan are allocated by UniCredit in 3 equal installments over a 3 year period, subject every year to the application of the Zero Factor - as defined annually by the Board.

6.4.3 The termination date of the plan

The 2014 Group Incentive System will lapse by May 2020

The 2013 Group Incentive System will lapse by May 2018.

The 2012 Group Incentive System will lapse by May 2017.

The 2011 Group Executive Plan and the Share Plan will lapse by May 2016.

6.4.4 The overall maximum number of financial instruments, also in the form of options, assigned over any fiscal years with respect to the beneficiaries namely identified or identified by categories, as the case may be

The maximum number of free shares that the Board of Directors is authorized to allocate for the 2014 Group Incentive System within the power of the delegation received by UniCredit Shareholders' Meeting is equal to 38,464,197.

The maximum number of free shares that the Board of Directors is authorized to allocate for the 2013 Group Incentive System within the power of the delegation received by UniCredit Shareholders' Meeting is equal to 42,200,000.

The maximum number of free shares that the Board of Directors is authorized to allocate for the 2012 Group Incentive System within the power of the delegation received by UniCredit Shareholders' Meeting is equal to 59,700,000.

The maximum number of free shares that the Board of Directors is authorized to allocate for the 2011 Group Executive Plan and the Share Plan within the power of the delegation received by UniCredit Shareholders' Meeting is equal to 206,000,000 (this number has been modified to nr. 31,277,019 ordinary shares due to the grouping operation made on December 27, 2011 and the AIAF factor application related to the operations on share capital made by UniCredit).

At this stage it is not possible to indicate the maximum number of free shares allocated in each fiscal year during the life of the Group Compensation Systems, since the actual definition will be done by the Board of Directors on the basis of the criteria approved by the Shareholders' Meeting.

6.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions and results

Considering the criteria described in the point 6.2.2, the allocation and the exercise of the free shares is subject to the achievement of the performance targets set by the Board of Directors. The assessment of the goals achievement should be done by the Board of Directors at the end of the performance period described in point 6.4.2.

6.4.6 Indication of the restrictions on the availability of the financial instruments allocated under the plan or of the financial instruments relating to the exercise of the options, with particular reference to the time limits within which the subsequent transfer of the stocks to the issuer or third parties is permitted or prohibited

The Group Compensation Systems provide that the free shares that will be allocated are free from restrictions and, hence, freely transferable as from the date of their issue and carrying the same rights as the ones already in circulation.

6.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial instruments relating to the exercise of the aforesaid options

In accordance with national and international regulatory guidelines and the Group Compensation Policy, beneficiaries are required to undertake not to use personal hedging strategies or remuneration and liabilityrelated insurance to undermine the risk alignment effects embedded in their remuneration arrangements. Involvement in any form of hedging transaction shall be considered in breach of Group compliance policies and therefore the rights to receive shares shall automatically expire.

6.4.8 Description of the consequences deriving from the termination of the employment or working relationship

With the exception of the "good leavers" cases as provided by the Rules, in case of exit of the beneficiary from the Group or in the event that the beneficiary is subject to disciplinary actions by the employer for irregular activities with reference to processes and rules related to i) risk underwriting ii) sales processes of banking and financial services iii) internal code of conduct, the beneficiary will lose the right to receive the free shares; the above unless the Board of Directors, with reference to each single case, decides otherwise.

6.4.9 The indication of any other provisions which may trigger the cancellation of the plan

The Group Compensation Systems do not provide for any provision which may trigger its cancellation.

6.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights

The Group Compensation Systems do not provide for the redemption by UniCredit or by another Group company with reference to the free shares .

6.4.11 The loans or other special terms that may be granted for the purchase of stocks pursuant to sect. 2358, paragraph 3, of the Italian Civil Code

The Group Compensation Systems do not provide for a loan or other special terms for the purchase of the shares.

6.4.12 The evaluation of the economic burden for UniCredit at date of the assignment of the plan, as determined on the basis of the terms and conditions already defined, with respect to the aggregate overall amount as well as with respect to each financial instrument contemplated by the plan

The estimation of the overall cost expected by UniCredit in relation to the Group Compensation Systems at the date of promise to grant the free shares, has been made on the basis of the IAS principles, considering the accounting assumptions on the foreseeable beneficiaries exits before the allocation of the free shares and on the probability to achieve the performance targets related to the allocation of the free shares .

On the basis of these estimations, the overall expected cost for UniCredit at the date of promise to grant the target number of free shares is equal to € 916.02 mln to be split in 5 years:

  • Euro 316.32 mln for the 2014 Group Incentive System
  • euro 218 mln for the 2013 Group Incentive System
  • euro 222.3 mln for the 2012 Group Incentive System
  • euro 141.8 mln for the 2011 Group Executive Plan;
  • euro 17.6 mln for the Share Plan.

6.4.13 The indication of any dilution on the corporate capital of the issuer resulting from the compensation plan, if any.

The maximum dilution impact of the Group Compensation Systems is amounting to approximately 1,45%.

6.4.14 Any limitation to the voting and to the economic rights

At this stage, the 2014, 2013 and 2012 Group Incentive System do not provide for any limitation to the voting or economic rights for the shares allocated.

With reference to the 2011 Group Executive Plan, in accordance with applicable regulatory requirements, any shares to be allocated in the Fourth Bonus installment will be subject to 1 year retention period at the date of the allocation.

At this stage, the Share Plan does not provide for any limitation to the voting or economic rights for the shares allocated.

6.4.15 In the event the stocks are not negotiated on a regulated market, any and all information necessary for a complete evaluation of the value attributable to them

The Group Compensation Systems provide only for the use of shares negotiated on regulated markets.

6.4.16 The number of financial instruments belonging to each option

The Group Compensation System does not provide for options.

6.4.17 The termination date of the options

The Group Compensation System does not provide for options.

6.4.18 The modalities, time limits and clauses for the exercise of the options

The Group Compensation System does not provide for options.

6.4.19 The strike price of the options or the criteria and modalities for its determination, with respect in particular to:

a) the formula for the calculation of the exercise price in connection with the fair market value; and to b) the modalities for the calculation of the market price assumed as basis for the calculation of the exercise price

The Group Compensation System does not provide for options.

6.4.20 In case the strike price is different from the fair market value as determined pursuant to point 6.4.19.b, the indication of the reasons for such difference

The Group Compensation System does not provide for options.

6.4.21 The criteria justifying differences in the exercise prices between the relevant beneficiaries or class of beneficiaries

The Group Compensation System does not provide for options.

6.4.22 In the event the financial instruments underlying granted options are not negotiated on a regulated market, the indication of the value attributable to the same or of the criteria for its determination

The Group Compensation System does not provide for options.

6.4.23 The criteria for the adjustments required in connection with any extraordinary transaction involving the corporate capital of the issuer as well as in connection with transaction triggering a variation in the number of the financial instruments underlying granted options.

The Group Compensation Systems do not provide for adjustments applicable in connection with extraordinary transactions involving UniCredit corporate capital (saving the provisions that the Board of Directors may define in the resolution in which the Board will exercise the delegation received from the General Shareholders' Meeting).

INCENTIVE PLANS BASED ON FINANCIAL INSTRUMENTS

Table no. 1 of scheme 7 of Annex 3A Regulation no. 11971/1999

Box 1
Financial instruments other than Stock Options
(8)
Name or Category
(1)		 Capacity Section 1
Instruments related to outstanding plans, approved by previous shareholders meetings' resolutions
Date of
shareholders
meeting resolution		 Type of financial
instruments
(12)		 Number of
financial
instruments
(11)		 Assignment date
(10)		 Purchase price
of financial
instruments, if
any		 Market price
at the
assignment
date		 Vesting period
(14)
Federico Ghizzoni CEO 29/04/11 UniCredit ord. 568.181 11/04/13 0 3,520 01/01/2014
31/12/2015
1 Key Management
Personnel		 29/04/11 UniCredit ord. 37.094 20/03/2012 cpr
27/03/2012
bod/oc		 0 4,010 27/03/2012
31/12/2014
2 Key Management
Personnel		 11/05/13 UniCredit ord. 84.902 11/03/2014 cpr
11/03/2014
cda/oc		 0 5,862 11/03/2014
31/12/2017
Category of other
employees: Managers		 29/04/11 UniCredit ord. 6.176.061 20/03/2012 cpr
27/03/2012
bod/oc		 0 4,010 27/03/2012
31/12/2014
Category of other
employees: Managers		 29/04/11 UniCredit ord. 1.098.891 20/03/2012 cpr
27/03/2012
bod/oc		 0 4,010 27/03/2012
31/12/2014
Category of other
employees: Managers		 11/05/12 UniCredit ord. 18.307.348 11/04/2013 cpr
11/04/2013
cda/oc		 0 3,520 11/04/2013
31/12/2016
Category of other
employees: Managers		 11/05/13 UniCredit ord. 9.638.155 11/03/2014 cpr
11/03/2014
cda/oc		 0 5,862 11/03/2014
31/12/2017
Capacity Box 1
Financial instruments other than Stock Options
Section 2
Financial instruments to be assigned on the basis of the decision of:
- BoD, as to be proposed to shareholders meeting
- competent Body to implement shareholders meeting resolution
(9)
Name or Category
(1)
Date of
shareholders
meeting resolution		 Type of financial
instruments
(12)		 Number of
financial
instruments		 Assignment date
(10)		 Purchase price
of financial
instruments, if
any		 Market price
at the
assignment
date		 Vesting period
(14)
Federico Ghizzoni CEO N.A. UniCredit ord. N.A. N.A. N.A. N.A. N.A.
Roberto Nicastro GM N.A. UniCredit ord. N.A. N.A. N.A. N.A. N.A.
Key Management
Personnel		 N.A. UniCredit ord. N.A. N.A. N.A. N.A. N.A.
Category of other
employees: Managers		 N.A. UniCredit ord. N.A. N.A. N.A. N.A. N.A.
Box 2
Stock Options
Name or Category
(1)		 Capacity Section 1
Options relating to outstanding plans approved on the basis of previous shareholders meetings' resolutions
(8)
Date of
shareholders
meeting
resolution		 Instrument
description
(12)		 Financial
instruments
underlying the
option held at
the end of
previous year
(11) (a)		 Financial
instruments
underlying the
options
exercised
(13) (a)		 Assignment date
(10)		 Exercise price Market price of
underlying shares
at the assignment
date
(b)		 Period of
possible
exercise
(fromto)
Federico Ghizzoni CEO 04/05/04 UniCredit 26.882 - 29/06/2004 cpr
22/07/2004
bod/oc		 22,419 3,945 03/09/2008
31/12/2017
Federico Ghizzoni CEO 04/05/04 UniCredit 35.843 - 10/11/2005 cpr
18/11/2005
bod/oc		 26,878 5,266 18/11/2009
31/12/2018
Federico Ghizzoni CEO 12/05/06 UniCredit 32.349 - 07/06/2006 cpr
13/06/2006
bod/oc		 33,205 5,626 13/06/2010
31/12/2019
Federico Ghizzoni CEO 10/05/07 UniCredit 56.137 - 07/06/2007 cpr
12/06/2007
bod/oc		 39,583 37,127 15/07/2011
15/07/2017
Federico Ghizzoni CEO 08/05/08 UniCredit 141.270 - 17/06/2008 cpr
25/06/2008
bod/oc		 23,351 22,893 09/07/2012
09/07/2018
Federico Ghizzoni CEO 29/04/11 UniCredit 672.125 - 20/03/2012 cpr
27/03/2012
bod/oc		 4,010 4,1476 01/01/2016
31/12/2022
Roberto Nicastro GM 04/05/04 UniCredit 161.297 - 29/06/2004 cpr
22/07/2004
bod/oc		 22,419 3,945 03/09/2008
31/12/2017
Roberto Nicastro GM 04/05/04 UniCredit 322.595 - 10/11/2005 cpr
18/11/2005
bod/oc		 26,878 5,266 18/11/2009
31/12/2018
Roberto Nicastro GM 12/05/06 UniCredit 242.556 - 07/06/2006 cpr
13/06/2006
bod/oc		 33,205 5,626 13/06/2010
31/12/2019
Roberto Nicastro GM 10/05/07 UniCredit 210.516 - 07/06/2007 cpr
12/06/2007
bod/oc		 39,583 37,127 15/07/2011
15/07/2017
Roberto Nicastro GM 08/05/08 UniCredit 451.235 - 17/06/2008 cpr
25/06/2008
bod/oc		 23,351 22,893 09/07/2012
09/07/2018
Roberto Nicastro GM 29/04/11 UniCredit 611.022 - 20/03/2012 cpr
27/03/2012
bod/oc		 4,010 4,1476 01/01/2016
31/12/2022
6 Key Management
Personnel		 04/05/04 UniCredit 163.355 - 29/06/2004 cpr
22/07/2004
bod/oc		 22,419 3,945 03/09/2008
31/12/2017
6 Key Management
Personnel		 04/05/04 UniCredit 327.790 - 10/11/2005 cpr
18/11/2005
bod/oc		 26,878 5,266 18/11/2009
31/12/2018
6 Key Management
Personnel		 12/05/06 UniCredit 273.201 - 07/06/2006 cpr
13/06/2006
bod/oc		 33,205 5,626 13/06/2010
31/12/2019
6 Key Management
Personnel		 10/05/07 UniCredit 297.599 - 07/06/2007 cpr
12/06/2007
bod/oc		 39,583 37,127 15/07/2011
15/07/2017
6 Key Management
Personnel		 08/05/08 UniCredit 814.359 - 17/06/2008 cpr
25/06/2008
bod/oc		 23,351 22,893 09/07/2012
09/07/2018
5 Key Management
Personnel		 29/04/11 UniCredit 1.020.405 - 20/03/2012 cpr
27/03/2012
bod/oc		 4,010 4,1476 01/01/2016
31/12/2022
Category of other
employees:
Managers		 04/05/04 UniCredit 1.547.498 - 29/06/2004 cpr
22/07/2004
bod/oc		 22,419 3,945 03/09/2008
31/12/2017
Category of other
employees:
Managers		 04/05/04 UniCredit 4.038.449 - 10/11/2005 cpr
18/11/2005
bod/oc		 26,878 5,266 18/11/2009
31/12/2018
Category of other
employees:
Managers		 12/05/06 UniCredit 3.126.512 - 07/06/2006 cpr
13/06/2006
bod/oc		 33,205 5,626 13/06/2010
31/12/2019
Category of other
employees:
Managers		 10/05/07 UniCredit 3.042.490 - 07/06/2007 cpr
12/06/2007
bod/oc		 39,583 37,127 15/07/2011
15/07/2017
Category of other
employees:
Managers		 08/05/08 UniCredit 8.991.558 - 17/06/2008 cpr
25/06/2008
bod/oc		 23,351 22,893 09/07/2012
09/07/2018
Category of other
employees:
Managers		 29/04/11 UniCredit 6.643.869 - 20/03/2012 cpr
27/03/2012
bod/oc		 4,010 4,1476 01/01/2016
31/12/2022

(a) The data is refered to the number of Financial instruments underlying the options assigned and not forfeited accordingly to the long term incentive plans and have been adjusted because of the capital operation resolved by UniCredit General Meeting on 29, April 2009 (script dividend), on 15, November 2009 and on 16, December 2011. b) The market price of the financial instruments at the assignment date for plan 2004, 2005 and 2006 has not been adjusted because of the capital operation.

Name or Category
(1)		 Capacity Box 2
Stock Options
Section 2
Options to be assigned on the basis of the decision of:
- BoD, as to be proposed to shareholders meeting
X competent Body to implement shareholders meeting resolution
(9)
Date of
shareholders
meeting
resolution		 Instrument
description
(12)		 Number of
options		 Assignment
date
(10)		 Exercise price Market price
of underlying
shares at the
assignment
date		 Period of possible
exercise
(fromto)
Federico Ghizzoni CEO N.A. UniCredit N.A. N.A. N.A. N.A. N.A.
Roberto Nicastro GM N.A. UniCredit N.A. N.A. N.A. N.A. N.A.
Key Management
Personnel		 N.A. UniCredit N.A. N.A. N.A. N.A. N.A.
Category of other
employees:
Managers		 N.A. UniCredit N.A. N.A. N.A. N.A. N.A.

Footnotes to the table

  • (1) The issuer shall fill-in a line for each beneficiary namely identified as well as for each category contemplated by the plan; for each individual or category shall be indicated a specific line for: i) each type of financial instrument or option granted (e.g., different exercise prices and/or exercise dates imply different type of options); ii) each plan approved by different shareholders' meetings.
  • (2) Indicate the name of the members of the board of directors or management body of the issuer and of its subsidiaries or parent companies.
  • (3) Indicate the name of the General Manager of the shares issuer.
  • (4) Indicate the name of the individuals controlling the issuer of stocks, who are employee or who render their services to the issuer of stock without being employee of the same.
  • (5) Indicate the name of other executives with strategic responsibilities of the shares issuer not classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the board of directors or management board, and to the general managers of the financial instrument issuer
  • (6) Indicate the category of executives with strategic responsibilities for whom there is an indication by category is
  • (7) Indicate the category of other employees and the category of collaborators not employed by the issuer. The issuer shall fill-in different lines in connection with the categories of employees or collaborators for which the plan provides for different characteristics (e.g., managers, officers, employees).
  • (8) The relevant data shall refer to financial instruments relating to plans approved by means of:
  • i) shareholders' resolutions adopted prior to the date on which the competent corporate body approves the proposal to the shareholders' meeting and/or

ii) shareholders' resolutions adopted prior to the date on which the competent corporate body implements the shareholders' resolution; therefore the table shall indicate:

  • in the event under i) above, data adjourned as at the date of the competent body's proposal to the shareholders' meeting (in which case the table is attached to the information document prepared for the shareholders' meeting called to approve the plan);
  • in the event under ii) above, data adjourned as at the date of the competent body's resolution implementing the plan, (in which case the table is attached to the information documents to be published following the competent body's resolution implementing the plan);
  • (9) The data may refer to:
  • a. the resolution of the board of directors preceding the shareholders' meeting, as to the table attached to the information document submitted to the same; in such event the table shall indicate only the characteristics already defined by the board of directors;
  • b. the resolution of the corporate body which resolves upon the implementation of the plan following the approval by the shareholders' meeting, in the event the table is attached to the press release to be issued following such last resolution implementing the plan.

In both the aforesaid cases the issuer shall cross out the corresponding box relating to this footnote No. 9. For the data not available the issuer shall indicate in the corresponding box the code "N.A." (Not available).

  • (10) In case the date of the assignment is different from the date on which the remuneration body (comitato per la remunerazione), if any, makes the proposal relating to such assignment, the issuer shall indicate also the date of such proposal highlighting the date of the board of directors or the competent corporate body's resolution with the code "cda/oc" (for the board of directors/competent body) and the date of the proposal of the remuneration body (comitato per la remunerazione) with the code "cpr" (for the remuneration body).
  • (11) The number of options held at the end year, preceding the date in which the shareholder's meeting is called resolve the new allocation.
  • (12) Indicate for example, in box 1: i) stock of issuer X, ii) financial instrument indexed to issuer Y stock value, and in box 2: iii) option on issuer W stock with physical settlement; iv) option on issuer Z stock with cash settlement, etc..
  • (13) The number of option exercised from the beginning of the plan until the end year, preceding the date in which the shareholder's meeting is called to resolve a new stock option plan.
  • (14) Vesting period means the period between the moment in which the right to participate to the incentive system is granted and the moment in which the right may be exercised.

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