Unicredit — Remuneration Information 2016

Mar 17, 2016

Side presentation

March 2016 UniCredit – Human Resources Strategy

The purpose of this presentation is to provide an overview of the key elements of the UniCredit 2016 Compensation Policy, specifically on:

• − 2015 payout
• − major changes to 2016 remuneration cycle, with respect to 2015 system
• As such these slides will always favor immediacy and simplicity to exhaustiveness and details

• − For full disclosure please refer to the 2016 Group Compensation Policy itself.

• ROLE, COMPOSITION & ACTIVITIES OF REMUNERATION COMMITTEE

• HIGHLIGHTS OF 2015 PAYOUT

2016 GROUP COMPENSATION POLICY THE PILLARS

■ To ensure the competitiveness and effectiveness of remuneration as well as transparency and internal equity, the principles of sustainable conduct and performance define the key pillars of our Group Compensation Policy:

2016 GROUP COMPENSATION POLICY OUR REMUNERATION STRUCTURE

SECTION II GROUP COMPENSATION POLICY – CHAPTER 4

	DRIVERS	PAYMENT	BENEFICIARY
FIXED COMPENSATION	• Role • Responsibility • Talent • Market Benchmarking	100%	• All employees
ANNUAL BONUS	Annual performance at: • Group level • Country/Division level • Individual level	50%	• Top Management • Identified Staff • All the other employees
LONG TERM INCENTIVE	• Alignment between Shareholders' and Management' interests • Motivation and retention • Behaviors orientation	100%	• Top Management • Identified Staff
BENEFITS	• Satisfaction of non-monetary needs as healthcare, safety and welfare	100%	• All employees

The remuneration for members of the administrative and auditing bodies of UniCredit

is represented only by a fixed component. Such compensation is not linked to the economic results achieved by UniCredit and no Member takes part in any incentive plans based on financial instruments.

2. ROLE, COMPOSITION & ACTIVITIES OF REMUNERATION COMMITTEE

1. HIGHLIGHTS OF 2015 PAYOUT

REMUNERATION COMMITTEE ROLE & COMPOSITION

• The Remuneration Committee performs an integral role in supporting Board of Directors oversight of Group Compensation Policy and plan design.
• All members of the Committee in its current composition are independent according to the 'TUF' (Testo Unico della Finanza) and the majority of the members (3 out of 5) meet the requirements of independence described in the 'Corporate Governance Code', which coincide with the ones given in the Articles of Association.
• The activities are coordinated by the Chairman, chosen among independent members.

CHIARMAN MEMBERS

Alessandro Caltagirone Non-executive Independent

% OF PARTICIPATION TO COMMITTEE'S MEETING IN AVERAGE: 92,5%

Henryka Bochniarz Non-executive Independent

Giuseppe Vita Non-executive Non-independent

Alexander Wolfgring Non-executive Independent

Anthony Wyand Non-executive Non-independent

REMUNERATION COMMITTEE ACTIVITIES IN 2015

SECTION II GROUP COMPENSATION POLICY SECTION III ANNUAL COMP. REPORT PARAGRAPH 2.1

1. ROLE, COMPOSITION & ACTIVITIES OF REMUNERATION COMMITTEE

3. HIGHLIGHTS OF 2015 PAYOUT

HIGHLIGHTS OF 2015 PAYOUT BONUS POOL DISTRIBUTION

• With reference to 2015, the Board of Directors of UniCredit has taken into consideration the proposals of the Remuneration Committee and the guidelines of the regulatory authorities on variable remuneration and approved the following distribution of the bonus to Identified Staff population (ca. 1,100 resources)
• The overall bonus pool for Identified Staff is 162 million, as a results of the proposal of Remuneration Committee to reduce the theoretical bonus pool applying a downward discretionary adjustment of ca. 8% overall.

HIGHLIGHTS OF 2015 PAYOUT CEO EVALUATION AND BONUS PAYOUT

• The Board of Directors, upon the positive opinion of Remuneration Committee, assessed the 2015 Performance Screen of CEO as "Meets Expectations" on the basis of the following elements:

	10

HIGHLIGHTS OF 2015 PAYOUT TOP MANAGEMENT 2015 COMPENSATION LEVEL

TOP MANAGEMENT TOTAL COMPENSATION – OUR POLICY

• No role allowance
• Maximum ratio between variable and fixed compensation of 2:1, according to CRD IV for business functions
• Remuneration level set considering the benchmarking analysis provided by an external independent advisor to guarantee the competitiveness of the overall compensation package

• As policy target, total compensation is set on the market median as reference, with the possibility to increase (e.g. market upper quartile)

• ROLE, COMPOSITION & ACTIVITIES OF REMUNERATION COMMITTEE

• HIGHLIGHTS OF 2015 PAYOUT

AWARD LEVEL	 Ratio between the Company total remuneration	variable and fixed compensation Control Functions is expected	of max. 200% for that fixed remuneration	Business Functions. For the staff of is predominant component of
BENEFICIARIES	 ca. 1,100 resources criteria, corresponding	identified as identified to ca. 0.8% of the Group	staff as the result of the employee population	assessment process based on EBA
OVERALL STRUCTURE	 12 bonus pools:  Bonus funding	1 pool for each Country/Division based on the profitability of	each Country/Division
 After the funding phase, the achievement of specific Entry Conditions defined at Group and LINK WITH RISK Local level is verified: & PROFITABILITY
	 Size of each economic sustainability	bonus pool adjusted upwards sustainability (respect of yearly KPIs)	or downwards based on "Risk Appetite Framework"	the evaluation risk and and of financial

CRO, CFO steer the adjustment process

INDIVIDUAL EVALUATION

• Evaluation of a scorecard including 4 (max 6) individual goals based on a "KPI Bluebook" of certified indicators (Financial & Economics, Risk, Controls, Operational & Clients)
• A reference value, defined for each specific position and adjusted according to the actual available bonus pool, represents the starting point for the individual bonus allocation
• Individual bonus allocated managerially based on available bonus pool, individual performance and the above mentioned reference value

	GOAL	PERIMETER	TARGET	LINK WITH 5 FUNDAMENTALS
2016 GOALS
FOR THE CEO

PAYOUT 2016 BONUS PAYOUT STRUCTURE CASHFLOW VIEW 60% of overall outcome is deferred for top Identified Staff 50% equity and 50% cash Deferral period to 5 years after upfront; 2 additional years retention on upfront shares; 1 year on deferred shares (as for Bank of Italy requirements) Application of malus & clawback to each installment

This Presentation may contain written and oral "forward-looking statements", which includes all statements that do not relate solely to historical or current facts and which are therefore inherently uncertain. All forward-looking statements rely on a number of assumptions, expectations, projections and provisional data concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the control of UniCredit S.p.A. (the "Company"). There are a variety of factors that may cause actual results and performance to be materially different from the explicit or implicit contents of any forward-looking statements and thus, such forward-looking statements are not a reliable indicator of future performance. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. The information and opinions contained in this Presentation are provided as at the date hereof and are subject to change without notice. Neither this Presentation nor any part of it nor the fact of its distribution may form the basis of, or be relied on or in connection with, any contract or investment decision

The information, statements and opinions contained in this Presentation are for information purposes only and do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of an offer to purchase or subscribe for securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. None of the securities referred to herein have been, or will be, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States or in Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful (the "Other Countries"), and there will be no public offer of any such securities in the United States. This Presentation does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or the Other Countries

Neither the Company nor any member of the UniCredit Group nor any of its or their respective representatives, directors or employees accept any liability whatsoever in connection with this Presentation or any of its contents or in relation to any loss arising from its use or from any reliance placed upon it