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Unicredit Remuneration Information 2019

Mar 13, 2019

4272_rns_2019-03-13_0233f2d8-de42-44a0-834a-39a3b91043eb.pdf

Remuneration Information

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One Bank, One UniCredit.

Annex 1 to 2019 Group Compensation Policy

Information Tables Pursuant Art. 84 -quarter "Annual Report - Section II" of the Regulation n° 11971 Issued by Commissione Nazionale per le Società e la Borsa (Consob) - Year 2018

In the following pages a set of tables presents the quantitative information that the Company must provide in compliance with article 84-quater of Consob's Issuers Regulation nr. 11971.

In such regards, please note that the information requested at Section I and at the First Part of Section II of the Compensation Report, to be prepared in compliance with Attachment 3A, Schedule 7-bis of the above mentioned Regulation, is contained in the Annual Compensation Report, published within the Group Compensation Policy, of which this document represents an enclosure.

The following set of tables provides in particular the information foreseen by the Second Part of the above mentioned Section II.

For a deeper understanding of the methodological criteria underlying the information reported in the various tables, reference is made to Annex 3A of the said Consob Regulation.

Here below a brief information on the contents of the various tables is reported:

TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities

Provides, at an individual level and on an accrual basis, the details of the compensation paid to the members of the Board of Directors, Board of Statutory Auditors and General Managers.

For the other executives with strategic responsibilities, the information is provided on an aggregate basis. Please note that the related perimeter – defined by the Board of Directors – has changed during the year. Up to September 30th , 2018 the other executives with strategic responsibilities were – additionally to the Chief Executiver Officer and General Manager – the co-Chief Operating Officers, the Heads of Group Compliance, Group Human Capital, Group Legal, Group Risk Management, Group Lending Office and Internal Audit. From October 1st , 2018 the Head of Group Transformation Office joined the perimeter.The related data are reported pro quota and, for comparability purposes, correspond to 8.25 Full Time Equivalent (FTE).

The overall compensation paid by UniCredit S.p.A. for 2017 to the Board of Directors and to the Board of Statutory Auditors amounts respectively to € 4,341,051 and € 698,850 .

The "Fair value of equity compensation" (column 7) does not represent a value actually paid to/gained by the beneficiaries of equity plans, being instead the cost that the Company is booking - on an accrual basis and during the vesting period - in consideration of the provision of incentives based on financial instruments. More details on such plans are provided at the following Table 2 and Table 3A.

TABLE 2: Stock Options assigned to the members of the administrative body, to general managers and other executives with strategic responsibilities

Neither the non-executive members of the Board of Directors, nor the members of the Board of Statutory Auditors benefit from any incentive plan, be it based on financial instruments or cash.

Only some executives with strategic responsibilities benefit from stock option/performance stock options plans launched by the Company in the previous years.

The Stock Options 2004 and 2008 lapsed, having ended their exercise period.

At current prices, all outstanding stock options are largely out of the money.

TABLE 3A: Incentive plans based on financial instruments other than stock options, in favor of members of the administrative body, general managers and other executives with strategic responsibilities

The table reports the number of shares promised and/or granted in connection with short / long term incentive systems.

With reference to the Group Incentive Systems, the table reports the shares granted / promised in relation to equity deferrals, subject to malus and claw-back clauses. For the plans' features reference is made to the the description contained in the Compensation Report.

Please note that for both the Chief Executive Officer and the General Manager, the 2017 - 2019 LTI Plan, linked to the Tranform 2019 strategic plan, represents the sole incentive tool over the plan horizon, while for other two executives it represents 50% of the annual bonus opportunity, which is then correspondingly reduced.

TABLE 3B: Monetary incentive plans in favor of members of the administrative body, general managers and other executives with strategic responsabilities

Provides the details of all the cash incentives accrued and / or paid during the year in favor of the Chief Executive Officer, General Manager and other executives with strategic responsibilities. Neither the non-executive members of the Board of Directors, nor the Statutory Auditors receive any variable compensation.

As already mentioned, neither the Chief Executive Officer nor the General Manager participated into the 2018 annual incentive scheme.

The positive performance achieved in 2018 allowed the payout of the incentives foreseen within the 2018 Group Incentive System, as well as the full payout of the deferred amounts which were subject to verification of access conditions as at December 31st, 2018.

Information on the investments held by the members of the administrative and auditing bodies, by general managers and by other executives with strategic responsibilities

Table 1 and Table 2, drafted in compliance with schedule 7-ter, provide the shareholdings in UniCredit or its controlled/ associated companies held, respectively, by the members of the administrative / auditing bodies and by the General Manager as well as by other executives with strategic responsibilities.

(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7)
Fixed compensation Variable non-equity
compensation
Name and surname Office held Period for which office was Office expiry Emoluments
Shareholders
resolved by
' Meeting
the
Attendance
tokens
reimburseme
Lump sum
expense
nts
Italian Civil
sec. 2389
offices ex
Comp.for
specific
Code
Employment
fixed salary
Total Compensatio
participation
committee
n for
Bonuses and
incentives
other
sharing
Profit
monetary
benefits
Non
remuneratio
Other
n
Total Fair value of
compensatio
equity
n
Giuseppe Vita Chairman of the Board 01/01/2018 12/04/2018 34,932 2,800 189,077 226,809 4,732 3,957 235,498
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2018 12/04/2018 11,178 2,000 13,178 13,178
Member of Remuneration Committee 01/01/2018 12/04/2018 11,178 1,600 12,778 12,778
Member of Internal Control & Risks Committee 01/01/2018 12/04/2018 11,178 2,000 13,178 13,178
Participation Off Site Meeting and other
Committees as guests
400 400 400
(I) Compensation in the company preparing the financial statements 68,466 8,800 0 189,077 0 266,343 0 0 0 4,732 3,957 275,032
(II) Compensation from subsidiaries and associates 0 0
(III) Total 68,466 8,800 0 189,077 0 266,343 0 0 0 4,732 3,957 275,032
Fabrizio Saccomanni Member of the Board 01/01/2018 12/04/2018 25,151 2,800 27,951 10,687 38,638
Chairman of the Board 12/04/2018 31/12/2018 approv. A.R.
2020
54,041 10,000 558,425 622,466 622,466
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2018 12/04/2018 11,178 2,000 13,178 13,178
Member of Internal Control & Risks Committee 01/01/2018 12/04/2018 11,178 1,600 12,778 12,778
Participation Off Site Meeting and other
Committees as guests
800 800 800
(I) Compensation in the company preparing the financial statements 101,548 17,200 0 558,425 0 677,173 0 0 0 10,687 0 687,860
(II) Compensation from subsidiaries and associates 0 0
(III) Total 101,548 17,200 0 558,425 0 677,173 0 0 0 10,687 0 687,860
Vincenzo Calandra
Buonaura
Deputy Vice Chairman of the Board 01/01/2018 12/04/2018 25,151 2,800 27,951 2,026 29,977
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2018 12/04/2018 11,178 2,000 13,178 13,178
Member of Internal Control & Risks Committee 01/01/2018 12/04/2018 11,178 2,000 13,178 13,178
Participation Off Site Meeting and other
Committees as guests
400 400 400
(I) Compensation in the company preparing the financial statements 47,507 7,200 0 0 0 54,707 0 0 0 2,026 0 56,733
(II) Compensation from subsidiaries and associates 0 0
(III) Total 47,507 7,200 0 0 0 54,707 0 0 0 2,026
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was
held
Office expiry Emoluments
Shareholders
resolved by
' Meeting
the
Attendance
tokens
reimburseme
Lump sum
expense
nts
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total Compensatio
participation
committee
n for
Bonuses and
incentives
other
sharing
Profit
monetary
benefits
Non
remuneratio
Other
n
Total Fair value of
compensatio
equity
n
termination
employment
for end of
office or
of
Cesare Bisoni Member of the Board 01/01/2018 12/04/2018 25,151 2,800 27,951 27,951
Deputy Vice Chairman of the Board 12/04/2018 31/12/2018 approv. A.R.
2020
54,041 9,400 63,441 63,441
Member of Internal Control & Risks Committee 01/01/2018 12/04/2018 11,178 2,000 13,178 13,178
Chairman Related Parties Committee 01/01/2018 31/12/2018 approv. A.R.
2020
46,397 10,000 56,397 56,397
Member of Corp. Gover., Nomination &
Sustainability Committee
13/04/2018 31/12/2018 approv. A.R.
2020
25,219 8,000 33,219 33,219
Participation Off Site Meeting and other
Committees as guests
400 400 400
(I) Compensation in the company preparing the financial statements 161,986 32,600 0 0 0 194,586 0 0 0 0 0 194,586 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 161,986 32,600 0 0 0 194,586 0 0 0 0 0 194,586 0 0
Luca Cordero di
Montezemolo
Member of the Board 01/01/2018 12/04/2018 25,151 2,400 27,551 27,551
Chairman of Corp. Gover., Nomination &
Sustainability Committee
01/01/2018 12/04/2018 13,973 2,000 15,973 15,973
(I) Compensation in the company preparing the financial statements 39,124 4,400 0 0 0 43,524 0 0 0 0 0 43,524 0 0
(II) Compensation from subsidiaries and associates 83,835 83,835 83,835
(III) Total 122,959 4,400 0 0 0 127,359 0 0 0 0 0 127,359 0 0
Jean Pierre Mustier Chief Executive Officer 01/01/2018 31/12/2018 approv. A.R.
2020
79,192 12,800 402,000 707,999 1,201,991 13,900 1,243 1,217,135 1,039,054
Participation Off Site Meeting and other
Committees as guests
400 400 400
(I) Compensation in the company preparing the financial statements 79,192 13,200 0 402,000 707,999 1,202,391 0 0 0 13,900 1,243 1,217,535 1,039,054 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 79,192 13,200 0 402,000 707,999 1,202,391 0 0 0 13,900 1,243 1,217,535 1,039,054 0
Mohamed Hamad Al
Mehairi
Member of the Board 01/01/2018 31/12/2018 approv. A.R.
2020
79,192 10,400 89,592 89,592
(I) Compensation in the company preparing the financial statements 79,192 10,400 0 0 0 89,592 0 0 0 0 0 89,592 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 79,192 10,400 0 0 0 89,592 0 0 0 0 0 89,592 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was
held
Office expiry Emoluments
Shareholders
resolved by
' Meeting
the
Attendance
tokens
reimburseme
Lump sum
expense
nts
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total Compensatio
participation
committee
n for
Bonuses and
incentives
other
sharing
Profit
monetary
benefits
Non
remuneratio
Other
n
Total Fair value of
compensatio
equity
n
termination
employment
for end of
office or
of
Lamberto Andreotti Member of the Board 12/04/2018 31/12/2018 approv. A.R.
2020
54,041 7,600 61,641 61,641
Chairman Remuneration Committee 13/04/2018 31/12/2018 approv. A.R.
2020
32,425 2,800 35,225 35,225
(I) Compensation in the company preparing the financial statements 86,466 10,400 0 0 0 96,866 0 0 0 0 0 96,866 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 86,466 10,400 0 0 0 96,866 0 0 0 0 0 96,866 0 0
Sergio Balbinot Member of the Board 01/01/2018 31/12/2018 approv. A.R.
2020
79,192 10,400 89,592 89,592
(I) Compensation in the company preparing the financial statements 79,192 10,400 0 0 0 89,592 0 0 0 0 0 89,592 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 79,192 10,400 0 0 0 89,592 0 0 0 0 0 89,592 0 0
Henryka Bochniarz Member of the Board 01/01/2018 12/04/2018 25,151 2,800 27,951 27,951
Member of Remuneration Committee 01/01/2018 12/04/2018 11,178 1,200 12,378 12,378
Participation Off Site Meeting and other
Committees as guests
400 400 400
(I) Compensation in the company preparing the financial statements 36,329 4,400 0 0 0 40,729 0 0 0 0 0 40,729 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 36,329 4,400 0 0 0 40,729 0 0 0 0 0 40,729 0 0
Martha Boeckenfeld Member of the Board 01/01/2018 31/12/2018 approv. A.R.
2020
79,192 11,400 90,592 90,592
Member of Internal Control & Risks Committee 13/04/2018 31/12/2018 approv. A.R.
2020
36,027 7,400
Partecipation Off Site Meeting 400 400 400
(I) Compensation in the company preparing the financial statements 115,219 19,200 0 0 0 134,419 0 0 0 0 0 134,419 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 115,219 19,200 0 0 0 134,419 0 0 0 0 0 134,419 0 0
Member of the Board 01/01/2018 12/04/2018 25,151 2,400 27,551 27,551
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2018 12/04/2018 11,178 800 11,978 11,978
Chairman Remuneration Committee 01/01/2018 12/04/2018 13,973 1,600 15,573 15,573
(I) Compensation in the company preparing the financial statements 50,302 4,800 0 0 0 55,102 0 0 0 0 0 55,102 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 50,302 4,800 0 0 0 55,102 0 0 0 0 0 55,102 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was
held
Office expiry Emoluments
Shareholders
resolved by
' Meeting
the
Attendance
tokens
reimburseme
Lump sum
expense
nts
Italian Civil
sec. 2389
offices ex
Comp.for
specific
Code
Employment
fixed salary
Total Compensatio
participation
committee
n for
Bonuses and
incentives
other
sharing
Profit
monetary
benefits
Non
remuneratio
Other
n
Total Fair value of
compensatio
equity
n
termination
employment
for end of
office or
of
Vincenzo Cariello Member of the Board 12/04/2018 31/12/2018 approv. A.R.
2020
54,041 9,000 63,041 5,501 68,542
Member Related Parties Committee 13/04/2018 31/12/2018 approv. A.R.
2020
25,219 8,000 33,219 33,219
(I) Compensation in the company preparing the financial statements 79,260 17,000 0 0 0 96,260 0 0 0 5,501 0 101,762 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 79,260 17,000 0 0 0 96,260 0 0 0 5,501 0 101,762 0 0
Isabelle de Wismes Member of the Board 12/04/2018 31/12/2018 approv. A.R.
2020
54,041 9,400 63,441 63,441
Member of Internal Control & Risks Committee 13/04/2018 31/12/2018 approv. A.R.
2020
36,027 8,000 44,027 44,027
(I) Compensation in the company preparing the financial statements 90,068 17,400 0 0 0 107,468 0 0 0 0 0 107,468 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 90,068 17,400 0 0 0 107,468 0 0 0 0 0 107,468 0 0
Stefano Micossi Member of the Board 12/04/2018 31/12/2018 approv. A.R.
2020
54,041 8,800 62,841 62,841
(A) Chairman of Corp. Gover., Nomination &
Sustainability Committee
(B)
(C)
13/04/2018
31/12/2018 approv. A.R.
2020
(D)
32,425 7,600 (1) 40,025 (2) Variable non-equity
(3)
(4) (5) 40,025
(6)
(7) (8)
Member Related Parties Committee 13/04/2018 31/12/2018 approv. A.R.
2020
25,219 6,800 Fixed compensation 32,019 Compensatio compensation 32,019 Fair value of Severance
indemnity
Name and surname (I) Compensation in the company preparing the financial statements
Office
Period for which office was
held
Office expiry Emoluments
111,685
resolved by
23,200
Attendance
0
Lump sum
0
offices ex
Comp.for
specific
Employment
0
134,885 0
committee
n for
Bonuses and
0
0
Profit
0
monetary
Non
0
remuneratio
Other
134,885
Total
0
compensatio
equity
0
for end of
office or
(II) Compensation from subsidiaries and associates Shareholders
the
tokens reimburseme
expense
nts
Italian Civil
sec. 2389
fixed salary 0
Total
participation incentives
other
sharing benefits n 0 n termination
employment
of
(III) Total 111,685
' Meeting
23,200 0 0
Code
0 134,885 0 0 0 0 0 134,885 0 0
Maria Pierdicchi Member of the Board 12/04/2018 31/12/2018 approv. A.R.
2020
54,041 10,000 64,041 64,041
Member of Internal Control & Risks Committee 13/04/2018 31/12/2018 approv. A.R.
2020
36,027 8,000 44,027 44,027
(I) Compensation in the company preparing the financial statements 90,068 18,000 0 0 0 108,068 0 0 0 0 0 108,068 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 90,068 18,000 0 0 0 108,068 0 0 0 0 0 108,068 0 0
Lucrezia Reichlin Member of the Board 01/01/2018 12/04/2018 25,151 2,800 27,951 27,951
Member of Internal Control & Risks Committee 01/01/2018 12/04/2018 11,178 2,000 13,178 13,178
Member Related Parties Committee 01/01/2018 12/04/2018 11,178 2,000 13,178 13,178
Participation Off Site Meeting and other
Committees as guests
400 400 400
(I) Compensation in the company preparing the financial statements 47,507 7,200 0 0 0 54,707 0 0 0 0 0 54,707 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 47,507 7,200 0 0 0 54,707 0 0 0 0 0 54,707 0 0
(A) Name and surname Andrea Sironi Clara Streit Francesca Tondi Paola Vezzani
(B) Office Member of the Board Member Remuneration Committee Member of Internal Control & Risks Committee (I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Member of the Board Member of Corp. Gover., Nomination &
Sustainability Committee
Member of Internal Control & Risks Committee (I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Member of the Board Member of Corp. Gover., Nomination &
Sustainability Committee
(I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Member of the Board Member of Internal Control & Risks Committee Member Related Parties Committee Participation Off Site Meeting and other
Committees as guests
(I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total
12/04/2018 13/04/2018 13/04/2018 01/01/2018 01/01/2018 01/01/2018 12/04/2018 13/04/2018 01/01/2018 01/01/2018 01/01/2018
(C) Period for which office was
held
31/12/2018 31/12/2018 31/12/2018 12/04/2018 12/04/2018 12/04/2018 31/12/2018 31/12/2018 12/04/2018 12/04/2018 12/04/2018
(D) Office expiry approv. A.R.
2020
approv. A.R.
2020
approv. A.R.
2020
approv. A.R.
2020
approv. A.R.
2020
Emoluments
Shareholders
resolved by
' Meeting
the
54,041 25,219 36,027 115,287 115,287 25,151 11,178 11,178 47,507 47,507 54,041 25,219 79,260 79,260 25,151 11,178 11,178 47,507 47,507
Attendance
tokens
8,000 2,800 7,400 18,200 18,200 2,400 1,600 2,000 6,000 6,000 6,800 6,000 12,800 12,800 2,800 2,000 2,400 400 7,600 7,600
(1) Fixed compensation reimburseme
Lump sum
expense
nts
0 0 0 0 0 0 0 0
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
0 0 0 0 0 0 0 0
Employment
fixed salary
0 0 0 0 0 0 0 0
Total 62,041 28,019 43,427 133,487 0 133,487 27,551 12,778 13,178 53,507 0 53,507 60,841 31,219 92,060 0 92,060 27,951 13,178 13,578 400 55,107 0 55,107
(2) Compensatio
participation
committee
n for
0 0 0 0 0 0 0 0
(3) Variable non-equity
compensation
Bonuses and
incentives
other
0 0 0 0 0 0 0 0
sharing
Profit
0 0 0 0 0 0 0 0
(4) monetary
benefits
Non
0 0 0 0 0 0 0 0
(5) remuneratio
Other
n
0 0 0 0 0 0 0 0
(6) Total 62,041 28,019 43,427 133,487 0 133,487 27,551 12,778 13,178 53,507 0 53,507 60,841 31,219 92,060 0 92,060 27,951 13,178 13,578 400 55,107 0 55,107
(7) Fair value of
compensatio
equity
n
0 0 0 0 0 0 0 0
(8) Severance
indemnity
termination
employment
for end of
office or
of
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Variable non-equity
compensation
Severance
indemnity
Name and surname Office held Period for which office was Office expiry Emoluments
Shareholders
resolved by
' Meeting
the
Attendance
tokens
reimburseme
Lump sum
expense
nts
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total Compensatio
participation
committee
n for
Bonuses and
incentives
other
sharing
Profit
monetary
benefits
Non
remuneratio
Other
n
Total Fair value of
compensatio
equity
n
termination
employment
for end of
office or
of
Alexander Wolfgring Member of the Board 01/01/2018 31/12/2018 approv. A.R.
2020
79,192 11,600 90,792 7,527 98,319
Member of Remuneration Committee 01/01/2018 12/04/2018 11,178 1,600 12,778 12,778
Chairman Internal Control & Risks Committee 01/01/2018 31/12/2018 approv. A.R.
2020
150,000 10,000 160,000 160,000
Member of Corp. Gover., Nomination &
Sustainability Committee
13/04/2018 31/12/2018 approv. A.R.
2020
25,219 6,800
Participation Off Site Meeting and other
Committees as guests
400 400 400
(I) Compensation in the company preparing the financial statements 265,589 30,400 0 0 0 295,989 0 0 0 7,527 0 303,516 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 265,589 30,400 0 0 0 295,989 0 0 0 7,527 0 303,516 0 0
Anthony Wyand Member of the Board 01/01/2018 12/04/2018 25,151 2,400 27,551 27,551
Member of Remuneration Committee 01/01/2018 12/04/2018 11,178 1,600 12,778 12,778
Member of Internal Control & Risks Committee 01/01/2018 12/04/2018 11,178 2,000 13,178 13,178
(I) Compensation in the company preparing the financial statements 47,507 6,000 0 0 0 53,507 0 0 0 0 0 53,507 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 47,507 6,000 0 0 0 53,507 0 0 0 0 0 53,507 0 0
Elena Zambon Member of the Board 01/01/2018 31/12/2018 approv. A.R.
2020
79,192 10,200 89,392 89,392
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2018 31/12/2018 approv. A.R.
2020
36,397 7,200 43,597 43,597
Member of Remuneration Committee 13/04/2018 31/12/2018 approv. A.R.
2020
25,219 2,800
(I) Compensation in the company preparing the financial statements 140,808 20,600 0 0 0 161,408 0 0 0 0 0 161,408 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 140,808 20,600 0 0 0 161,408 0 0 0 0 0 161,408 0 0
TOTAL BOARD (I) Compensation in the company preparing the financial statements 2,106,576 327,400 0 1,149,502 707,999 4,291,478 0 0 0 44,373 5,200 4,341,051 1,039,054 0
(II) Compensation from subsidiaries and associates 83,835 0 0 0 0 83,835 0 0 0 0 0 83,835 0 0
(III) Total 2,190,411 327,400 0 1,149,502 707,999 4,375,313 0 0 0 44,373 5,200 4,424,886 1,039,054 0
(A) Name and surname Pierpaolo Singer Antonella Bientinesi Angelo Rocco
Bonissoni
Benedetta Navarra Guido Paolucci TOTAL BOARD
STATUTORY
AUDITORS
(B) Office Chairma Board Statutory Auditors (I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Standing Auditor (I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Standing Auditor (I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Standing Auditor (I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Standing Auditor (I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total (I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total
(C) Period for which office was
held
31/12/2018
01/01/2018
31/12/2018
01/01/2018
31/12/2018
01/01/2018
31/12/2018
01/01/2018
31/12/2018
01/01/2018
(D) Office expiry approv. A.R.
2018
approv. A.R.
2018
approv. A.R.
2018
approv. A.R.
2018
approv. A.R.
2018
Emoluments
Shareholders
resolved by
' Meeting
the
140,000 140,000 140,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 30,000 130,000 100,000 100,000 26,416 126,416 540,000 56,416 596,416
Attendance
tokens
27,200 27,200 27,200 23,200 23,200 23,200 23,200 23,200 23,200 23,200 23,200 23,200 23,600 23,600 797 24,397 120,400 797 121,197
(1) Fixed compensation Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
reimburseme
Lump sum
expense
nts
0 0 0 0 0 0 0 0 0 0 0 0 0
Employment
fixed salary
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Total 167,200 167,200 0 167,200 123,200 123,200 0 123,200 123,200 123,200 0 123,200 123,200 123,200 30,000 153,200 123,600 123,600 27,213 150,813 660,400 57,213 717,613
(2) Compensatio
participation
committee
n for
0 0 0 0 0 0 0 0 0 0 0 0 0
(3) Variable non-equity
compensation
sharing
Profit
Bonuses and
incentives
other
0 0 0 0 0 0 0 0 0 0 0 0 0
(4) monetary
benefits
Non
0 0 0 0 0 0 0 0 0 0 38,450
0
0 39,513
0
(5) remuneratio
Other
n
7,690 0
7,690
0
7,690
7,690 0
7,690
0
7,690
7,690 0
7,690
0
7,690
7,690 0
7,690
0
7,690
7,690 0
7,690
1,063 0
8,753
0 0
1,063
0
(6) Total 174,890 174,890 0 174,890 130,890 130,890 0 130,890 130,890 130,890 0 130,890 130,890 130,890 30,000 160,890 131,290 131,290 28,276 159,566 698,850 58,276 757,126
(7) Fair value of
compensatio
equity
n
0 0 0 0 0 0 0 0 0 0 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Variable non-equity
compensation
Severance
indemnity
Name and surname Office held Period for which office was Office expiry Emoluments
Shareholders
resolved by
' Meeting
the
Attendance
tokens
reimburseme
Lump sum
expense
nts
Italian Civil
sec. 2389
offices ex
Comp.for
specific
Code
Employment
fixed salary
Total Compensatio
participation
committee
n for
Bonuses and
incentives
other
sharing
Profit
monetary
benefits
Non
remuneratio
Other
n
Total Fair value of
compensatio
equity
n
termination
employment
for end of
office or
of
Gianni Franco Papa General Manager 01/01/2018 31/12/2018 1,200,000 1,200,000 272,654 122,240 1,594,894 1,563,766
(I) Compensation in the company preparing the financial statements 1,200,000 1,200,000 272,654 122,240 1,594,894 1,563,766
(II) Compensation from subsidiaries and associates
(III) Total 1,200,000 1,200,000 272,654 122,240 1,594,894 1,563,766
Other Executives with (I) Compensation in the company preparing the financial statements 5,809,237 5,809,237 0 1,392,150 0 281,502 212,271 7,695,161 3,513,216
Responsibilities
Strategic
(II) Compensation from subsidiaries and associates 0 0
(total 8.25 FTE) (III) Total 5,809,237 5,809,237 1,392,150 281,502 212,271 7,695,161 3,513,216
Number of
Options
(5)
0
-
-
-
-
-
-
-
-
-
03/09/2008
18/11/2009
13/06/2010
09/07/2012
03/09/2008
18/11/2009
13/06/2010
09/07/2012
31/12/2017
31/12/2018
31/12/2019
31/12/2017
09/07/2018
31/12/2018
31/12/2019
09/07/2018
Period of
Possible
Exercise
(fromto)
(4)
Options Held at Star of the Year
-
-
Exercise
112.349
134.691
166.399
117.019
112.35
134.69
166.40
117.02
Price
(3)
-
-
Number of
Options
12,230
24,317
23,072
92,750
1,430
1,076
4,200
7,081
375
(2)
-
2006 Stock Options
2004 Stock Options
2005 Stock Options
2008 Stock Options
2004 Stock Options
2005 Stock Options
2006 Stock Options
2008 Stock Options
Plan
(1)
-
-
Direttore Generale
(II) Compensation from Subsidiaries and Associates
(II) Compensation from Subsidiaries and Associates
n. 4 Executives
n. 4 Executives
n. 5 Executives
n. 5 Executives
Office
(I) Compensation in company preparing financial
Other Executives with Strategic Responsibilities
B
Exercise
Price
(6)
-
-
-
-
-
-
-
-
-
-
Period of
Possible
Exercise
(fromto)
(7)
-
-
-
-
-
-
-
-
-
-
TABLE 2: Stock Options Assigned to the Members of theAdministrative Body, to General Managers and Other Executives with Strategic Responsibilities
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-bis
Fair Value
at Assign.
Date
(8)
0
-
-
-
-
-
-
-
-
-
Assignment
Date
(9)
-
-
-
-
-
-
-
-
-
-
Options Assigned During the Year
Price of
ment of
Market
Underlyi
Shares
Assigne
upon
(10)
ng
-
-
-
-
-
-
-
-
-
-
Number of
Options
(11)
0
-
-
-
-
-
-
-
-
-
Exercise
Price
(12)
-
-
-
-
-
-
-
-
-
-
Market Price
Underlying
Shares on
Exercise
Options Exercised During the Year
Date
(13)
of
-
-
-
-
-
-
-
-
-
-
(Number)
12,230
92,750
4,200
4,575
(14)
375
0
0
-
-
-
Options Held
at the End of
the Year
24,317
23,072
2,506
1,430
1,076
(15)
0
0
0
0
-
Options Lapsed
During the Year
- - -
-
-
-
-
-
-
- -
-
- -

Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-bis TABLE 3A: Incentive plans based on financial instruments other than stock options, in favour of members of the administrative body, general managers and other executives with strategic responsibilities

previous years and not vested during the
Financial instruments assigned during
year
Financial instruments assigned during the year during the year and
instruments vested
not assigned
Financial
Financial instruments vested during the
year and asignable
instruments relevant
to the year
Financial
A B (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)
Name and surname Office Plan Number and type
of financial
instruments
Vesting period Number and type
of financial
instruments
Fair val. on
assign. date
Vesting period Assignment date Market price financial instruments Number and type of
upon assignment Number and type of
financial instruments Value on maturity
date
Fair Value
Jean Pierre Mustier Chief Executive Officer
(I) Compensation in company preparing financial statements LTI 2017 _ 2019 521,134 31/12/2022 - - - - - - - - 1,039,054
(II) Compensation from Subsidiaries and Associates - - - - - - - - - - - -
(III) Total 521,134 - - - - - 1,039,054
Gianni Franco Papa General Manager
(I) Compensation in company preparing financial statements Bonus 2013 - - - - - - - - 3,102 52,535 0
Bonus 2014 9,548 50% - 31/12/2018
50% - 31/12/2019
- - - - - - 6,366 107,815 53,506
Bonus 2015 17,550 33,3% - 31/12/2018
33,3% - 31/12/2019
33,3% - 31/12/2020
- - - - - - 11,700 198,151 35,196
LTI 2017 _ 2019 521,134 40% - 31/12/2019
60% - 31/12/2022
- - - - - - - - 1,475,064
(II) Compensation from Subsidiaries and Associates - - - - - - - - - - - -
(III) Total 548,232 - - - - - - - 21,168 358,501 1,563,766
Other Executives with Strategic Responsibilities
(I) Compensation in company n. 4 Executives Promessa Azioni UniCredit 2013 Bonus
Opportunity Plan
0 100% - 31/12/2017 - - - - - - 9,898 167,633 0
preparing financial statements n. 8 Executives Bonus 2014 35,132 40% - 31/12/2017
30% - 31/12/2018
30% - 31/12/2019
- - - - - - 24,220 410,190 196,877
n. 8 Executives Bonus 2015 72,996 40% - 31/12/2017
20% - 31/12/2018
20% - 31/12/2019
20% - 31/12/2020
- - - - - - 48,672 824,309 146,390
n. 3 Executives Bonus 2016 48,131 40% - 31/12/2018
20% - 31/12/2019
20% - 31/12/2020
20% - 31/12/2021
- - - - - - 0 0 95,427
n. 4 Executives LTI 2017 _ 2019 225,824 40% - 31/12/2019
60% - 31/12/2022
- - - - - - 0 0 1,119,611
n. 8 Executives Bonus 2017 79,111 40% - 31/12/2019
20% - 31/12/2020
20% - 31/12/2022
20% - 31/12/2021
- - - - - - 0 0 187,263
n. 8 Executives Bonus 2018 0 40% - 31/12/2020
20% - 31/12/2023
20% - 31/12/2022
20% - 31/12/2021
105,745 1,164,781 40% - 31/12/2020
20% - 31/12/2022
20% - 31/12/2023
20% - 31/12/2021
04/2019 11.015 - 0 0 1,767,648
(II) Compensation from Subsidiaries and Associates - - - - - - - - - 0 0 -
(III) Total 461,194 - 105,745 1,164,781 - - - - 82,790 1,402,131 3,513,216
A B (1) (2) (3) (4)
Annual Bonus Previous Years Bonuses
Name and Surname Office Plan (A) (B) ( C ) (A) (B) ( C ) Other Bonuses
Payable / Paid Deferred Deferral Period Non Longer
Payable
Payable / Paid Still Deferred
Jean Pierre Mustier Chief Executive Officer
Group Incentive System 2018
(I) Compensation In The Company Preparing the Financial Statements nn - - - - - - -
(II) Compensation from Subsidiaries and Associates nn - - - - - - -
(III) Total - - - - - - -
Gianni Franco Papa General Manager
(I) Compensation In The Company Preparing the Financial Statements Group Incentive System 2015 - 200,000
-
-
Group Incentive System 2017
(II) Compensation from Subsidiaries and Associates nn - - - - - - -
(III) Total - - - - - 200,000 -
Other Executives with Strategic Responsibilities
(I) Compensation In The Company Preparing the Financial Statements Group Incentive System 2015 - 832,000
-
-
Group Incentive System 2016 - 251,400
-
-
Group Incentive System 2017 276,150
-
552,300
Welcome Bonus - -
-
650,000
Group Incentive System 2018 466,000 699,000 -
(II) Compensation from Subsidiaries and Associates nn - - - - - - -
(III) Total 466,000 699,000 - - 276,150 1,635,700 650,000

Consob Issuers' Regulation nr. 11971 - Attachment 3A / Schedule 7-bis

Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-ter TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General Managers

Number of Shares
Name and Surname Office Investee
Company
Type of
Shares
End of 2017
Held at the
(1)
Acquired Sold End of 2018
Held at the
(1)
BOARD OF DIRECTORS
Giuseppe Vita (a) Chairman UniCredit ord. 192,531 192,531
indirect ownership (spouse) UniCredit ord. 1,944 1,944
Vincenzo Calandra Buonaura (a) Deputy Vice Chairman UniCredit ord. 7,094 7,094
Cesare Bisoni Deputy Vice Chairman UniCredit ord. 1,586 1,586
Luca Cordero di Montezemolo (a) Vice Chairman / Director UniCredit ord. 74,720 74,720
Jean Pierre Mustier Chief Executive Officer UniCredit ord. 140,548 53,100 193,648
Clara Streit (a) Director UniCredit ord. 377 377
Paola Vezzani (a) Director 481 481
Anthony Wyand (a) Director UniCredit ord. 2,198 2,198
BOARD OF STATUTORY AUDITORS
Guido Paolucci Auditor 319 319
GENERAL MANAGER
Gianni Franco Papa Direttore Generale ord.
UniCredit
56,770 (2)
12,066
68,836
0

(3)

(1) Or start / end date of appointment if different from indicated period

(a) up to 12/04/2018 (b) from 12/04/2018 (2) Resulting from the granting in 2018 of free ordinary shares under the Group Incentive Schemes, net of the shares sold as part of the Share Netting process

Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-ter TABLE 2: Investments of Other Executives with Strategic Responsibilities

334,668 0 (2)
91,782
242,886 ord. UniCredit 9
End of 2018
Held at the
(1)
Sold Acquired End of 2017
Held at the
(1)
Type of
Share
Investee
Company
Number of Executives with
Strategic Responsibilities
Number of Shares

(1) Or start / end date of appointment if different from indicated period

(2) Of which 46,662 resulting from the granting in 2018 of free ordinary shares under the Group Incentive Schemes, net of the shares sold as part of the Share Netting process.

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