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Unicredit Remuneration Information 2020

Mar 10, 2020

4272_rns_2020-03-10_74f7a6a1-8627-4c5a-a85b-9c40840621a1.pdf

Remuneration Information

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One Bank, One Team, One UniCredit.

Annex 1 to 2020 Group Remuneration Policy and Report

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

Year 2019

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 "Remuneration Report", published within the "2020 Group Remuneration Policy and Report", 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. On February 6, 2019 the Board approved in fact a reorganization which led to immediately discontinue the General Manager position and to further changes effective March 29, 2019. Up to that date - additionally to the Chief Executiver Officer (and General Manager till February 6) - the other executives with strategic responsibilities were the co-Chief Operating Officers, the Heads of Group Compliance, Group Human Capital, Group Legal, Group Risk Management, Group Lending Office, Group Transformation Office and Internal Audit. From March 29, 2019 the perimeter is made up of the co-Heads of Commercial Banking Western Europe, co-Heads Commercial Banking Central Eastern Europe, co-Chief Operating Officers, Heads of Group Compliance, Group Human Capital, Group Legal, Group Risk Management and Internal Audit. The related data are reported pro quota and, for comparability purposes, correspond to 10.5 Full Time Equivalent (FTE). The overall compensation paid by UniCredit S.p.A. for 2019 to the Board of Directors and to the Board of Statutory Auditors amounts respectively to € 4,170,819 and € 842,304 .

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 2005 lapsed, having ended their exercise period.

At current prices, the still outstanding 2006 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.

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 2019 annual incentive scheme.

The positive performance achieved in 2019 allowed the payout of the incentives foreseen within the 2019 Group Incentive System, as well as the full payout of the deferred amounts which were subject to verification of access conditions as at December 31, 2019.

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.

Amounts in Euro TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities.
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Variable non-equity
compensation
Severance
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
indemnity
for end of
office or
of
Fabrizio Saccomanni Chairman of the Board 01/01/2019 08/08/2019 45,205 12,400 467,123 524,729 4,496 529,225
Participation Off Site Meeting and other
Committees as guest
800 800 800
(I) Compensation in the company preparing the financial statements 45,205 13,200 0 467,123 0 525,529 0 0 0 4,496 0 530,025 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 45,205 13,200 0 467,123 0 525,529 0 0 0 4,496 0 530,025 0 0
Cesare Bisoni Deputy Vice Chairman of the Board 01/01/2019 08/08/2019 45,205 13,000 58,205 58,205
Chairman of the Board Pro Tempore 09/08/2019 19/09/2019 8,630 89,178 97,808 97,808
Chairman of the Board 20/09/2019 31/12/2019 approv. A.R.
2020
21,164 4,000 218,699
Chairman of Related Parties and Equity
Investments Committee
01/01/2019 07/10/2019 26,849 8,000 7,671 42,521 42,521
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2019 31/12/2019 approv. A.R.
2020
35,000 12,400 47,400 47,400
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 136,849 39,800 0 315,548 0 492,197 0 0 0 0 0 492,197 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 136,849 39,800 0 315,548 0 492,197 0 0 0 0 0 492,197 0 0
Lamberto Andreotti Member of the Board 01/01/2019 07/10/2019 57,534 9,000 66,534 66,534
Deputy Vice Chairman of the Board 08/10/2019 31/12/2019 approv. A.R.
2020
17,466 2,800
Chairman of Remuneration Committee 01/01/2019 31/12/2019 approv. A.R.
2020
35,000 8,000 10,000 53,000 53,000
Participation Off Site Meeting and other
Committees as guest
1,600 1,600 1,600
(I) Compensation in the company preparing the financial statements 110,000 21,400 0 10,000 0 141,400 0 0 0 0 0 141,400 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 110,000 21,400 0 10,000 0 141,400 0 0 0 0 0 141,400 0 0

Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-bis TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities.

(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
Jean Pierre Mustier Chief Executive Officer 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 17,000 402,000 707,999 1,201,999 0 5,304 0 1,207,303 1,039,054
Participation Off Site Meeting and other
Committees as guest
2,000 2,000 2,000
(I) Compensation in the company preparing the financial statements 75,000 19,000 0 402,000 707,999 1,203,999 0 0 0 5,304 0 1,209,303 1,039,054 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 75,000 19,000 0 402,000 707,999 1,203,999 0 0 0 5,304 0 1,209,303 1,039,054 0
Mohamed Hamad Al
Mehairi
Member of the Board 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 10,800 85,800 85,800
Participation Off Site Meeting and other
Committees as guest
1,200 1,200 1,200
(I) Compensation in the company preparing the financial statements 75,000 12,000 0 0 0 87,000 0 0 0 0 0 87,000 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 75,000 12,000 0 0 0 87,000 0 0 0 0 0 87,000 0 0
Sergio Balbinot Member of the Board 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 9,600 84,600 84,600
Participation Off Site Meeting and other
Committees as guest
0 0
(I) Compensation in the company preparing the financial statements 75,000 9,600 0 0 0 84,600 0 0 0 0 0 84,600 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 75,000 9,600 0 0 0 84,600 0 0 0 0 0 84,600 0 0
Martha Boeckenfeld Member of the Board 01/01/2019 18/09/2019 53,630 10,000 63,630 63,630
Member of Internal Control and Risks Committee 01/01/2019 18/09/2019 35,753 10,800
Participation Off Site Meeting 400 400 400
(I) Compensation in the company preparing the financial statements 89,384 21,200 0 0 0 110,584 0 0 0 0 0 110,584 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 89,384 21,200 0 0 0 110,584 0 0 0 0 0 110,584 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Variable non-equity
compensation
Severance
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
indemnity
for end of
office or
of
Vincenzo Cariello Member of the Board 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 17,000 92,000 7,194 99,194
Member of Related Parties Committee 01/01/2019 31/12/2019 approv. A.R.
2020
35,000 9,600 44,600 44,600
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 110,000 29,000 0 0 0 139,000 0 0 0 7,194 0 146,194 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 110,000 29,000 0 0 0 139,000 0 0 0 7,194 0 146,194 0 0
Elena Carletti Member of the Board 07/02/2019 31/12/2019 approv. A.R.
2020
67,397 12,200 79,597 79,597
Member of Remuneration Committee 07/02/2019 31/12/2019 approv. A.R.
2020
31,452 6,800 38,252 38,252
Member of Internal Control and Risks Committee 07/02/2019 31/12/2019 approv. A.R.
2020
44,932 13,000 57,932 57,932
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 143,781 34,400 0 0 0 178,181 0 0 0 0 0 178,181 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 143,781 34,400 0 0 0 178,181 0 0 0 0 0 178,181 0 0
Isabelle de Wismes Member of the Board 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 14,200 89,200 89,200
Member of Internal Control and Risks Committee 01/01/2019 31/12/2019 approv. A.R.
2020
50,000 16,400 66,400 66,400
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 125,000 33,000 0 0 0 158,000 0 0 0 0 0 158,000 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 33,000 0 0 0 158,000 0 0 0 0 0 158,000 0 0
Stefano Micossi Member of the Board 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 14,600 89,600 89,600
Chairman del Comitato Corp. Gover.,
Nomination & Sustainability
01/01/2019 31/12/2019 approv. A.R.
2020
35,000 12,400 0 10,000 57,400 57,400
Member of Related Parties Committee 01/01/2019 31/12/2019 approv. A.R.
2020
35,000 8,000 43,000 43,000
Participation Off Site Meeting and other
Committees as guest
2,000 2,000 2,000
(I) Compensation in the company preparing the financial statements 145,000 37,000 0 10,000 0 192,000 0 0 0 0 0 192,000 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 145,000 37,000 0 10,000 0 192,000 0 0 0 0 0 192,000 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
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
employment
termination
for end of
office or
of
Maria Pierdicchi Member of the Board 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 15,400 90,400 90,400
Member of Internal Control and Risks Committee 01/01/2019 31/12/2019 approv. A.R.
2020
50,000 16,400 66,400 66,400
Chairman of Related Parties Committee 08/10/2019 31/12/2019 approv. A.R.
2020
8,151 1,600 2,329
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 133,151 35,800 0 2,329 0 171,279 0 0 0 0 0 171,279 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 133,151 35,800 0 2,329 0 171,279 0 0 0 0 0 171,279 0 0
Andrea Sironi Member of the Board 01/01/2019 06/02/2019 7,603 2,000 9,603 9,603
Member of Remuneration Committee 01/01/2019 06/02/2019 3,548 1,600 5,148 5,148
Member of Internal Control and Risks Committee 01/01/2019 06/02/2019 5,068 3,000 8,068 8,068
Participation Off Site Meeting and other
Committees as guest
0 0
(I) Compensation in the company preparing the financial statements 16,219 6,600 0 0 0 22,819 0 0 0 0 0 22,819 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 16,219 6,600 0 0 0 22,819 0 0 0 0 0 22,819 0 0
Francesca Tondi Member of the Board 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 15,800 90,800 90,800
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2019 31/12/2019 approv. A.R.
2020
35,000 12,400 47,400 47,400
Member of Internal Control and Risks Committee 08/10/2019 31/12/2019 approv. A.R.
2020
11,644 2,800
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 121,644 33,400 0 0 0 155,044 0 0 0 0 0 155,044 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 121,644 33,400 0 0 0 155,044 0 0 0 0 0 155,044 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Variable non-equity
compensation
Severance
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
indemnity
for end of
office or
of
Alexander Wolfgring Member of the Board 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 14,600 89,600 7,194 96,794
Chairman of Internal Control and Risks
Committee
01/01/2019 31/12/2019 approv. A.R.
2020
50,000 17,000 100,000 167,000 167,000
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2019 31/12/2019 approv. A.R.
2020
35,000 12,400
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 160,000 46,400 0 100,000 0 306,400 0 0 0 7,194 0 313,594 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 160,000 46,400 0 100,000 0 306,400 0 0 0 7,194 0 313,594 0 0
Elena Zambon Member of the Board 01/01/2019 31/12/2019 approv. A.R.
2020
75,000 13,600 88,600 88,600
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2019 31/12/2019 approv. A.R.
2020
35,000 10,800 45,800 45,800
Member of Remuneration Committee 01/01/2019 31/12/2019 approv. A.R.
2020
35,000 7,600
Participation Off Site Meeting and other
Committees as guest
1,600 1,600 1,600
(I) Compensation in the company preparing the financial statements 145,000 33,600 0 0 0 178,600 0 0 0 0 0 178,600 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 145,000 33,600 0 0 0 178,600 0 0 0 0 0 178,600 0 0
TOTALE BOARD (I) Compensation in the company preparing the financial statements 1,706,233 425,400 0 1,307,000 707,999 4,146,632 0 0 0 24,187 0 4,170,819 1,039,054 0
(II) Compensation from subsidiaries and associates 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(III) Total 1,706,233 425,400 0 1,307,000 707,999 4,146,632 0 0 0 24,187 0 4,170,819 1,039,054 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
Pierpaolo Singer Chairman Board Statutory Auditors 01/01/2019 11/04/2019 38,740 9,200 47,940 47,940
(I) Compensation in the company preparing the financial statements 38,740 9,200 0 0 0 47,940 0 0 0 0 0 47,940 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 38,740 9,200 0 0 0 47,940 0 0 0 0 0 47,940 0 0
Marco Rigotti Chairman Board Statutory Auditors 11/04/2019 31/12/2019 approv. bil.
2021
122,959 24,400 147,359 6,921 154,280
(I) Compensation in the company preparing the financial statements 122,959 24,400 0 0 0 147,359 0 0 0 6,921 0 154,280 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 122,959 24,400 0 0 0 147,359 0 0 0 6,921 0 154,280 0 0
Antonella Bientinesi Sindaco Effettivo 01/01/2019 31/12/2019 approv. bil.
2021
125,000 27,600 152,600 6,921 159,521
(I) Compensation in the company preparing the financial statements 125,000 27,600 0 0 0 152,600 0 0 0 6,921 0 159,521 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 27,600 0 0 0 152,600 0 0 0 6,921 0 159,521 0 0
Angelo Rocco
Bonissoni
Sindaco Effettivo 01/01/2019 31/12/2019 approv. bil.
2021
125,000 28,400 153,400 6,921 160,321
(I) Compensation in the company preparing the financial statements 125,000 28,400 0 0 0 153,400 0 0 0 6,921 0 160,321 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 28,400 0 0 0 153,400 0 0 0 6,921 0 160,321 0 0
Benedetta Navarra Sindaco Effettivo 01/01/2019 31/12/2019 approv. bil.
2021
125,000 28,000 153,000 6,921 159,921
(I) Compensation in the company preparing the financial statements 125,000 28,000 0 0 0 153,000 0 0 0 6,921 0 159,921 0 0
(II) Compensation from subsidiaries and associates 30,000 30,000 30,000
(III) Total 155,000 28,000 0 0 0 183,000 0 0 0 6,921 0 189,921 0 0
(8) Severance
indemnity
termination
employment
for end of
office or
of
0 0 0 0 0
(7) Fair value of
compensatio
equity
n
0 0 0 0 0
(6) Total 160,321 160,321 17,205 177,526 842,304 47,205 889,508
(5) remuneratio
Other
n
0 0 0 0 0
(4) monetary
benefits
Non
6,921 6,921 2,019 8,940 34,605 2,019 36,624
sharing
Profit
0 0 0 0 0
(3) Variable non-equity
compensation
Bonuses and
incentives
other
0 0 0 0 0
(2) Compensatio
participation
committee
n for
0 0 0 0 0
Total 153,400 153,400 15,186 168,586 807,699 45,186 852,884
Employment
fixed salary
0 0 0 0 0
(1) Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
0 0 0 0 0
Fixed compensation reimburseme
Lump sum
expense
nts
0 186 186 0 186 186
Attendance
tokens
28,400 28,400 28,400 146,000 0 146,000
Emoluments
Shareholders
resolved by
' Meeting
the
125,000 125,000 15,000 140,000 661,699 45,000 706,699
(D) Office expiry approv. bil.
2021
(C) Period for which office was
held
31/12/2019
01/01/2019
(B) Office Sindaco Effettivo (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
(A) Name and surname Guido Paolucci TOTALE COLLEGIO SINDACALE
(8) Severance
indemnity
termination
employment
for end of
office or
of
3,658,383 3,658,383 3,658,383
(7) Fair value of
compensatio
equity
n
84,829 84,829 84,829 3,949,214 3,949,214
(6) Total 155,763 155,763 155,763 9,981,709 9,981,709
(5) remuneratio
Other
n
10,634 10,634 10,634 167,492 167,492
(4) monetary
benefits
Non
25,129 25,129 25,129 350,743 350,743
sharing
Profit
0
(3) Variable non-equity
compensation
Bonuses and
incentives
other
0 1,571,508 1,571,508
(2) Compensatio
participation
committee
n for
0
Total 120,000 120,000 120,000 7,891,966 7,891,966
Employment
fixed salary
120,000 120,000 120,000 7,891,966 7,891,966
(1) Fixed compensation Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
reimburseme
Lump sum
expense
nts
Attendance
tokens
Emoluments
Shareholders
resolved by
' Meeting
the
(D) Office expiry
06/02/2019
(C) Period for which office was
held
01/01/2019
(B) Office Direttore Generale (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
(A) Name and surname Gianni Franco Papa Altri Dirigenti con Responsabilità
Strategiche
(totale 10,5 FTE)
Options Held at Star of the Year Options Assigned During the Year Options Exercised During the Year (14) (15) (16)
A B (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13)
Name and Surname Office Plan Number of
Options
Exercise
Price
Period of
Possible
Exercise
(fromto)
Number of
Options
Exercise
Price
Period of
Possible
Exercise
(fromto)
Fair Value
at Assign.
Date
Assignment
Date
Market Price of
Assignement
Shares upon
Underlying
of Options
Number of
Options
Exercise
Price
Exercise Date
Market Price
Underlying
Shares on
of
Options Lapsed
During the Year
(Number)
Options Held at
the End of the
Year
Relevant to the
Year (Fair
Options
Value)
Jean Pierre Mustier Amministratore Delegato
(I) Compensation in company preparing financial statements - - - - - - - - - - - - - - -
(II) Compensation from Subsidiaries and Associates - - - - - - - - - - - - - - - -
(III) Total 0 - - 0 - - 0 - - 0 - - 0 0 0
Gianni Franco Papa General Manager
(I) Compensation in company preparing financial statements 2005 Stock Options 1,430 134.691 18/11/2009
31/12/2018
- - - - - - - - - 1,430 0 0
2006 Stock Options 1,076 166.399 13/06/2010
31/12/2019
- - - - - - - - - - 1,076 0
(II) Compensation from Subsidiaries and Associates
(III) Total 2,506 - - 0 - - 0 - - 0 - - 1,430 1,076 0
Other Executives with Strategic Responsibilities
preparing financial statements
(I) Compensation in company
n. 5 Executives 2005 Stock Options 24,889 134.691 18/11/2009
31/12/2018
- - - - - - - - - 24,889 0 0
n. 6 Executives 2006 Stock Options 23,747 166.399 13/06/2010
31/12/2019
- - - - - - - - - 0 23,747 0
(II) Compensation from Subsidiaries and Associates - - - - - - - - - - - - - - - -
(III) Total 48,636 - - 0 - - 0 - - 0 - - 24,889 23,747 0

Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-bis 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 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
Financial instruments assigned during
previous years and not vested during
the year
Financial instruments assigned during the year vested during
the year and
instruments
Financial
Financial instruments vested
during the year and asignable
relevant to the
instruments
Financial
year
A B (1) (2) (3) (4) (5) (6) (7) (8) not assigned
(9)
(10) (11) (12)
Name and surname Office Plan type of financial
Number and
instruments
Vesting period type of financial
Number and
instruments
Fair val. on
assign. date
Vesting period Assignment
date
Market price
assignment
upon
type of financial
Number and
instruments
type of financial
Number and
instruments
maturity date
Value on
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 UniCredit Shares promised under UniCredit
2014 Bonus Opportunity Plan
4,774 43,830 - - - - - - 4,774 55,684 2,494
UniCredit Shares promised under UniCredit
2015 Bonus Opportunity Plan
11,700 50% - 31/12/2019
50% - 31/12/2020
- - - - - - 5,850 68,234 1,527
LTI 2017 _ 2019 419,803 40% - 31/12/2019
60% - 31/12/2022
- - - - - - - - 80,808
(II) Compensation from Subsidiaries and Associates - - - - - - - - - - - -
(III) Total 436,277 - - - - - - - 10,624 123,918 84,829
Other Executives with Strategic Responsibilities
(I) Compensation in company
preparing financial statements
n. 12 Executive UniCredit Shares promised under UniCredit
2014 Bonus Opportunity Plan
31,983 31/12/2019 - - - - - - 31,983 373,050 137,533
n. 12 Executive UniCredit Shares promised under UniCredit
2015 Bonus Opportunity Plan
90,780 50% - 31/12/2019
50% - 31/12/2020
- - - - - - 45,390 529,429 98,083
n. 7 Executive UniCredit Shares promised under UniCredit
2016 Bonus Opportunity Plan
104,691 33% - 31/12/2019 33%
33% - 31/12/2021
- 31/12/2020
- - - - - - 69,798 814,124 159,148
n. 8 Executive LTI 2017 _ 2019 927,543 40% - 31/12/2019
60% - 31/12/2022
- - - - - - - - 1,369,458
n. 12 Executive Bonus 2017 153,601 40% - 31/12/2019 20% -
20% - 31/12/2022
20% - 31/12/2021
31/12/2020
- - - - - - - - 317,720
n. 12 Executive Bonus 2018 221,528 40% - 31/12/2020 20% -
20% - 31/12/2022
20% - 31/12/2023
31/12/2021
- - - - - - - - 251,478
n. 10 Executive Bonus 2019 - Deferral scheme 1 - - 198,085 2,571,936 35,8% - 31/12/2020
21,4% - 31/12/2022
21,4% - 31/12/2023
21,4% - 31/12/2024
12.984 - - -
n. 3 Executive Bonus 2019 - Deferral scheme 2 - - 27,908 362,357 45,4% - 31/12/2020
18,2% - 31/12/2022
18,2% - 31/12/2023
18,2% - 31/12/2024
- 12.984 - - - 1,615,794
(II) Compensation from Subsidiaries and Associates - - - - - - - - - - - -
(III) Total 1,530,126 - 225,993 2,934,293 - - - - 147,171 1,716,603 3,949,214

UniCredit Group - Internal Use Only#

Group Incentive System 2019 - Deferral Scheme 1: it applies to executives with variable compensation exceeding € 430,000 and provides for payment of 44% of the total bonus in cash, of which 20% is immediate and 24% deferred on two tranches. Group Incentive System 2019 - Deferral Scheme 2: applies to executives with variable remuneration of less than € 430,000 and provides for the payment of 45% of the total bonus in cash, of which 25% immediate and 20% deferred on two tranches.

Note:

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
(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 -
(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 - - 1,552,000 -
Group Incentive System 2016 - - 911,400 -
Group Incentive System 2017 - - 1,072,300
Group Incentive System 2018 - 488,100 976,200 -
Group Incentive System 2019 -
Deferral Scheme 1
918,658 1,102,389 50% 31.12.2024
50% 31.12.2021
Group Incentive System 2019 -
Deferral Scheme 2
164,750 131,800 50% 31.12.2024
50% 31.12.2021
(II) Compensation from Subsidiaries and Associates nn - - - - - - -
(III) Total 1,083,408 1,234,189 - - 488,100 4,511,900 -
Amounts in Euro

Consob Issuers' Regulation nr. 11971 - Attachment 3A / Schedule 7-bis TABLE 3B: Monetary Incentive Plans in Favour of Members of the Administrative Body, General Managers and Other Executives

Note:

Group Incentive System 2019 - Deferral Scheme 1: it applies to executives with variable compensation exceeding € 430,000 and provides for payment of 44% of the total bonus in cash, of which 20% is immediate and 24% deferred on two tranches. Group Incentive System 2019 - Deferral Scheme 2: applies to executives with variable remuneration of less than € 430,000 and provides for the payment of 45% of the total bonus in cash, of which 25% immediate and 20% deferred on two tranches.

TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General Managers
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-ter
Number of Shares
Name and Surname Office Investee
Company
Type of
Shares
End of 2018
Held at the
(1)
Acquired Sold End of 2019
Held at the
(1)
BOARD OF DIRECTORS
Jean Pierre Mustier Chief Executive Officer UniCredit ord. 193,648 352,000 545,648
Elena Carletti (a) Director 808 808
BOARD OF STATUTORY AUDITORS
Guido Paolucci Auditor 319 319
GENERAL MANAGER
Gianni Franco Papa (b) General Manager UniCredit ord. 68,836 68,836
GENERAL MANAGER
Gianni Franco Papa (b) General Manager ord.
UniCredit
68,836 68,836
(1) Or start / end date of appointment if different from indicated period
(a) from 07/02/2019

Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-ter

(b) till 06/02/2019

TABLE 2: Investments of Other Executives with Strategic Responsibilities

Number of Shares
Number of Executives with
Strategic Responsibilities
Investee
Company
Type of
Share
End of 2018
Held at the
(1)
Acquired Sold End of 2019
Held at the
(1)
13 UniCredit ord. 509,786 70,740 (2) 0 580,526

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

(2) Resulting from the granting in 2019 of free ordinary shares under the Group Incentive Schemes, net of the shares sold under the Share Netting process.

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