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Unicredit Remuneration Information 2021

Mar 8, 2021

4272_def-14a_2021-03-08_bc8d6c07-c7b7-4d47-93cd-0eea8f19ef95.pdf

Remuneration Information

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Annex 1 to 2021 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 2020

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 Requlation nr. 11971 (last modified under resolution no. 21623 of December 10, 2020). 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 "2021 Group Remuneration Policy and Report", of which this document represents an enclosure.

The following set of tables provides 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 Requlation.

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.

In compliance with Consob Resolution nr. n. 21623 of 10.12.2020, from this year the information regarding "Bonuses and other incentives" is provided on an accrual basis and independently from the fact that amounts are payable or still deferred. This is a different approach from the past, when amounts were reported on an out-of-pocket basis and included both the cash upfront quota of the annual bonus as well as the deferred amounts paid from previous years. 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 from the previous year, with the inclusion of the Head of Finance of Controls, additionally to 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 ca. 12 Full Time Equivalent (FTE).

The overall compensation paid by UniCredit S.p.A. for 2020 to the Board of Directors and to the Board of Statutory Auditors amounts respectively to € 3,875,489 and € 900,645.

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 key management personnel benefited from the 2006 Stock Option Plan. These options lapsed at the end of 2020, as their exercise period expired.

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 the Chief Executive Officer, the 2017/2019 LTI Plan (linked to the Transform 2019 strategic plan) and 2020/2023 LTI Plan (linked to Team '23 strategic plan) represented the sole incentive tools over the plans' horizon. The Fair Value represents the cost booked for 2020 in compliance with IFRS2 and is made up of:

  • € 2,909,347 acceleration of the full cost of LTI 2017/2019 in consideration of its maintenance as "good leaver", as foreseen in the exit agreement whose terms have been disclosed with press release dated 21.12.2020;
  • € 1.420.682 for the full 2020 quota of the LTI 2020/2023 that had to be booked according to international accounting standards in view of - and notwithstanding - the waiver of the entire variable incentive opportunity for 2020 already communicated in the press release dated 22.04.2020.

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 2020 annual incentive scheme.

The performance achieved in 2020 allowed, according to the Group Incentive System Rules, for a payout of the 2020 annual bonuses, as well as the full payout of the deferred amounts which were subject to verification of access conditions as at December 31st, 2020, noting however the 2020 bonus decisions consider a reduction of ca. 50% in the bonus of Group Material Risk Takers compared to budgeted figures with a proportionally higher reduction for senior executives, consistently with the ECB requirements of extreme moderation. Please anyhow note that - as announced with press release issued on March 31*, 2020 - 7 senior executives waived their entire 2020 bonus as a sign of personal response to the difficult situation created by Covid 19 pandemic.

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.

TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other precutives with strategic responsibilities.
Consob Issuers Regulation nr. 11971 - Annex 34 / Schedule 7-bis
Amounts in Euro
Θ ö X,
Fixed compensation Compensati Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office expiry Shareholder
s' Meeting
s resolved
Emolumen
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
sec. 2389
offices ex
talian Civil
Compitor
specific
Employment
fixed salary
Total participatio
committee
on før
ċ
incentives
and other
Bonuses
sharing
Profit
monetary
benefits
ż
emuneratio
Other
ċ
Total compensati
Fair value
of equity
5
termination
employmen
for end of
office or
5
Cesare Bisoni Chairman of the Board 01/01/2020 31/12/2020 lid.voudde
2020
75,000 17,000 775,000 867,000 867,000
Member Corp. Gover., Nomination and
Sustainability Committee
01.001.2012.0 26022020 5,451 2,600 5251 5,251
Participation Off Site Meeting and other
Committees as quest
6,400 S,400 6,400
$0$ Compensation in the company preparing the financial statements 80,451 26,200 775,000 881,651 S1,651
$\mathfrak m$ C ompensation from subsidiaries and associates
(II) Total 80,451 26,200 775,000 881,651 81,851
Lamberto Andreotti Deputy Mce Chairman of the Board 01.01.2020 31/12/2020 liq 'Acadde
75,000 15,000 aminas
S
ani m
Chairman Remuneration Committee 01 AU1 2020 31/12/2020 approv.bil.
2020
35,000 6,400 10,000 51,400 51,400
Participation Off Site Meeting and other
Committees as quest
24,600 24,800 24,800
$\theta$ Compensation in the company preparing the financial statements 110,000 46,200 10,000 166,200 166,200
$\left(\mathbf{0}\right)$ Compensation from subsidiaries and associates
(III) Total 110,000 46,200 10,000 166,200 166,200
lean Pierre Mustier Chief Executive Officer טרנושל נול ג'ון 31/12/2020 ∵jiq'∧oudde
ZUCZN
75,000 15,600 102,000 708,000 ann Ronn а 5313 906,113 4,330,029 Ø
Participation Off Site Meeting and other
Committees as quest
4,800 4,800 គ្នុ
$0$ Compensation in the company preparing the financial statements 75,000 N,600 102,000 708,000 905,600 5,313 910,913 4,330,029
(I) C ompensation from subsidiaries and associates
(II) Total 75,000 20,600 102,000 708,000 905,600 5,313 910,913 4,330,029

(1) The amount reflects Mr. Muster's waiver of 25% of 2021 overall fixed remuneration, announced with press release dated 22.04.2020

(2) The amount-see also table 3A -represents the costhooked for 2012) in complance with FRS2 in view of the proxision of equity based in certifies and is made up of:
-62.909.347 acceleration of the full const 17 / 2019 in

E-MARKET
SDIR
CERTIFIED

$\overline{4}$

Ξ
Fixed compensation Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
offices ex
sec. 2389
Italian Civi
Compiler
specific
Employment
fixed salary
Total participatio
committee
Compensati
on for
e
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
d
Se
remuneratio
Other
¢
Total compensati
Fair value
of equity
Ş
termination
employmen
for end of
office or
5
Mohamed Hamad Al
Mehairi
Member of the Board 01.01.2020 31/12/2020 approv.bil.
2020
75,000 15,400 90,400 90,400
Participation Off Site Meeting and other
Committees as guest
5,600 ma"c 5,60U
$0$ Compensation in the company preparing the financial statements 75,000 21,000 96,000 96,000
10 Compensation from subsidiaries and associates
(III) Total 75,000 21,000 96,000 96,000
Sergio Balbinot Member of the Board 01.01.2020 31/12/2020 lir.
19 xo x dde
75,000 14,400 89,400 89,400
Participation Off Site Meeting and other
Committees as quest
5,600 5,600 5,600
() Compensation in the company preparing the financial statements 75,000 20,000 95,000 95,000
10 Compensation from subsidiaries and associates
(III) Total 75,000 20,000 95,000 95,000
Incenzo Cariello Member of the Board 01.01.2020 317122020 approv.bil.
ZIDZU
75,000 17,000 92,UUU 9,811 101,811
Member of Related Parties Committee 01.01.2020 31/12/2020 approv.bil.
2020
35,000 8,400 43,400 43,400
Participation Off Site Meeting and other
Committees as guest
5,600 رس و د JAUL
$0$ Compensation in the company preparing the financial statements 110,000 31,000 141,000 5311 150,811
II) Compensation from subsidiaries and associates
(III) Total 110,000 31,000 141,000 $\overline{5}$ 150,811
Elena Carletti dember of the Board 01.01.2020 31/12/2020 Tiq houdde
RODE
75,000 17,000 92,UUU 92,UUU
Member of Remuneration Committee 01.01.2020 31/12/2020 35,000 7,200 42,200 $42\,200$
Member of Internal Control and Risks Committee 01.01.2020 31/12/2020 ариток, bil.
2020
ариток, bil.
2020
50,000 16,000 66.JUU 66,000
Participation Off Site Meeting and other
Committees as quest
24,000 24,000 24,000
$\mathfrak b$ Compensation in the company preparing the financial statements 160,000 64,200 224,200 224,200
Compensation from subsidiaries and associates
OD Total 160,000 64,200 224,200 224,200
Fixed compensation Compensat Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office expiry Emolument
Shareholder
s resolved
leeting
by the

Attendance
tokens
eimbursem
Lump sum
expense
ents
sec 2389
Italian Civil
offices ex
Compiter
specific
Employment
fixed salary
Total participatio
committee
on for
e
incentives
and other
Bonuses
sharing
Profit
monetary
benefits
g
Se
emuneratio
Other
$\blacksquare$
Total compensati
Fair value
of equity
5
termination
:mploymen
for end of
office or
5
Diego De Giorgi Member of the Board 05/02/2020 31/12/2020 approv.bil.
67, 828 13,000 80,828 80,828
Member of Remuneration Committee UA/11/2020 3171272020 approv.bil.
ROM
5,546 5,546 5,546
Participation Off Site Meeting and other
Committees as quest
16,000 16,000 $16,000$
(I) Compensation in the company preparing the financial statements 73,374 29,000 102,374 102,374
1) Compensation from subsidiaries and associates
(III) Total 73,374 29,000 102,374 102,374
Isabelle de Wismes Member of the Board UTACI VICE 04.0372020 13,115 g 13,315 13,915
Member of Internal Control and Risks Committee 0170174020 04032020 8,743 3,000 11,43 11,743
Participation Off Site Meeting and other
Committees as quest
(I) Compensation in the company preparing the financial statements 21,656 3,800 25,658 25,658
(I) Compensation from subsidiaries and associates
(III) Total 21,656 3,600 25,658 25,653
Beatriz Lara Bartolomé Member of the Board 05/02/2020 317122020 jiq 'Awdde
ROM
67, 828 13,000 80,828 80,828
Participation Off Site Meeting and other
Committees as quest
6,400 6,400 6,400
(I) Compensation in the company preparing the financial statements 67,628 19,400 87,228 87,228
(I) Compensation from subsidiaries and associates
$(II)$ Total 67,628 19,400 87,228 87,228
Stefano Micossi Member of the Board 01/01/2020 31/12/2020 approv.bil.
75,000 16,400 уņЩmu уņ4w
Chairman of Corp. Gover., Nomination &
Sustainability Committee
01 AU 12020 3171272020 approv.bil.
ROM
35,000 10,000 10,000 55,000 UNITES
Member of Related Parties Committee 01.011.2020 31/12/2020 approv.bil.
2020
35,000 8,400 43,400 43,400
Participation Off Site Meeting and other
Committees as guest
6,400 U⊯ 6,400
(I) Compensation in the company preparing the financial statements 145,000 $41,200$ 10,000 196,200 196,200
(I) Compensation from subsidiaries and associates
(III) Total 145,000 41,200 10,000 196,200 196,200
g ē g ε а õ ê ε S ê
Fixed compensation Compensati Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office expiry siresolved Shareholder
Emolument
leeting
by the
ia
E
Attendance
tokens
reimbursem
Lumpsum
expense
ents
sec. 2389
offices ex
talian Civil
Comp.for
specific
Employment
fixed salary
Total committee
participatio
on for
ċ
sharing
and other
incentives
Bonuses
monetary
benefits
d
Se
Profit
remuneratio
Other
E
Total compensati
Fair value
of equity
S
termination
employmen
for end of
office or
5
Pier Carlo Padoan Member of the Board 13700/2020 31/12/2020 assemblea
arıma
16,393 2,000 18,393 18,393
Member Corp. Gover., Nomination and 04/11/2020 31/12/2020 assemblea
arima
5,546 800 6,346 6,346
Sustainability Committee
Participation Off Site Meeting and other
Committees as guest
800 W
$\boldsymbol{\varnothing}$ Compensation in the company preparing the financial statements 21,940 3,600 25,540 25,540
10 Compensation from subsidiaries and associates
(III) Total 21,940 3,600 25,540 25,540
Maria Pierdicchi Member of the Board 01.01.2020 31/12/2020 liq xo u de
2020
75,000 $17,000$ 92,000 92,000
Member of Internal Control and Risks Committee 01.01.2020 31/12/2020 approv.bil.
2020
50,000 15,400 65,400 65,400
Chairman of Related Parties Committee 01.01.2020 317122020 approv.bil.
2020
35,000 8,400 10,000 53,400 53,400
Participation Off Site Meeting and other
Committees as quest
6,400 S,400 6,400
() Compensation in the company preparing the financial statements 160,000 47,200 10,000 217,200 217,200
M) Compensation from subsidiaries and associates
Children 160,000 47,200 10,000 217,200 217,200
Francesca Tondi Member of the Board 01.01.2020 31/12/2020 approv.bil
75,000 16,400 yn, quu 冥気
Member of Corp. Gover., Nomination &
Sustainability Committee
01.017,2020 31/12/2020 approv.bil.
35,000 10,000 45,UUU 45,UUU
Member of Internal Control and Risks Committee 01.01.2020 31/12/2020 approv.bil.
$2020$
50,000 16,000 66,000 66,000
Participation Off Site Meeting and other
Committees as guest
24,600 24,800 24,800
$\mathfrak h$ Compensation in the company preparing the financial statements 160,000 67,200 227,200 227,200
I) Compensation from subsidiaries and associates
OD Total 160,000 67,200 227,200 227,200
ŧ 6 G ٥ Ξ
Fixed compensation Compensati Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office expiry siresolved Shareholder
Emolument
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
offices ex
sec. 2389
talian Civi
Compiter
specific
Code
Employment
fixed salary
Total participatio
committee
on for
¢
Incentives
and other
Bonuses
sharing
Profit
monetary
benefits
de de
emuneratio
Other
e,
Total compensati
Fair value
of equity
5
employmen
termination
for end of
office or
5
Alexander Wolfgring Member of the Board 01.01.2020 31/12/2020 approv.bil.
2020
75,000 16,400 91,400 9,811 101,211
Chairman of Internal Control and Risks 01.01.2020 31/12/2020 арргом. bil.
2020
50,000 16,000 100,000 166,000 166,000
Committee
Member of Corp. Gover., Nomination &
Sustainability Committee
01.01.2020 31/12/2020 approv.bil.
2020
35,000 9,600 44,6111 44,600
Participation Off Site Meeting and other
Committees as quest
15,200 15,200 15,200
$0$ Compensation in the company preparing the financial statements 160,000 57,200 100,000 317,200 $\frac{1}{2}$ 327,011
II) Compensation from subsidiaries and associates
QII ) Total 160,000 57,200 100,000 317,200 9,811 327,011
Elena Zambon Member of the Board U1.017.2020 13/10/2020 58,611 11,800 70,611 igʻin)
Member of Corp. Gover., Nomination &
Sustainability Committee
01.017,2020 13/10/2020 27,445 6,600 34,245 34,245
Member of Remuneration Committee 01.01.2020 13/10/2020 27,445 5,200 32,645 32,645
Participation Off Site Meeting and other
Committees as guest
4,800 Ş NM \$
$\boldsymbol{\varnothing}$ Compensation in the company preparing the financial statements 113,702 26,600 142,302 142,302
M) Compensation from subsidiaries and associates
(III) Total 113,702 28,600 142,302 142,302
TOTAL BOARD $\boldsymbol{\varnothing}$ Compensation in the company preparing the financial statements 609,153 526,400 1,007,000 708,000 3,850,553 24,936 3,875,489 4,330,029
(I) Compensation from subsidiaries and associates
(III) Total ,609,153 526,400 1,007,000 708,000 3,850,553 24,936 3,875,489 4,330,029
Ø
Fixed compensation Compensat Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
sec 2389
offices ex
Italian Civil
Comp.for
specific
Employment
fixed salary
Total participatio
committee
on for
e
incentives
and other
Bonuses
sharing
Profit
monetary
benefits
Non-
remuneratio
Other
¢
Total compensati
Fair value
of equity
5
termination
amploymen
for end of
office or
t,
Marco Rigotti Chairman Board Statutory Auditors 01.401.2020 317222020 арргом, bil.
2021
170,000 42,400 212,400 11,489 223,889
Partecipation meetings BoD, ICRC, Off Site
(I) Compensation in the company preparing the financial statements 170,000 42,400 212,400 1,489 223,889
(I) Compensation from subsidiaries and associates
(III) Total 170,000 42,400 212,400 11,439 223,889
Antonella Bientinesi Standing Auditor 01.801.8200 317122020 lig hoodde
2021)
125,000 30,400 166,400 11,489 166,889
Partecipation meetings BoD, ICRC, Off Site
(I) Compensation in the company preparing the financial statements 126,000 30,400 155,400 11,489 166,889
(i) Compensation from subsidiaries and associates
(ll) Total 125,000 30,400 155,400 11,489 166,889
Angelo Rocco
Bonissoni
Standing Auditor 0170170020 317/220/20 1202
Tigʻnodde
125,000 32,400 157,400 11,489 168,889
Partecipation meetings BoD, ICRC, Off Site
(I) Compensation in the company preparing the financial statements 125,000 32,400 157,400 11,489 168,889
(I) Compensation from subsidiaries and associates
(III) Total 125,000 32,400 157,400 11,489 168,889
Benedetta Navarra Standing Auditor 01.011.2020 31/12/2020 approv. bil.
2021
125,000 33,200 158,200 11,489 169,689
Partecipation meetings BoD, ICRC, Off Site
(I) Compensation in the company preparing the financial statements 125,000 33,200 158,200 11,489 169,689
(I) Compensation from subsidiaries and associates 30,000 30,00 30,000
(III) Total 155,000 33,200 188,200 11,489 199,689
ē Θ Ξ 6 Θ E
Fixed compensation Compensati Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office explity s resolved by the
Shareholder
s' Meeting
Emolument
Weeting
Attendance
tokens
Lump sum
reimbursem
expense
ents
sec 2389
offices ex
Italian Civil
Comp.for
specific
Code
fixed salary
Employmen
Total participatio
committee
on for
e
ncentives
and other
Bonuses
sharing
Profit
monetary
benefits
Non-
emuneratio
Other
c,
Total Fair value
compensat
of equity
S
termination
amploymen
for end of
office or
ð
Guido Paolucci Standing Auditor 01/01/2020 31/12/2020 approv. bil.
2021
125,000 34,600 159,800 11,489 171,289
Partecipation meetings BoD, ICRC, Off Site
$\left[0\right]$ Compensation in the company preparing the financial statements 125,000 34,600 159,800 11,489 171,289
(i) Compensation from subsidiaries and associates 15,000 15,000 1,408 16,408
(III) Total 140,000 34,600 174,801 12,897 187,697
STATUTORY TOTAL BOARD OF (1) Compensation in the company preparing the financial statements 670,000 173,200 843,200 51,45 900,645
AUDITORS (I) Compensation from subsidiaries and associates 45,000 45,000 1,418 46,408
loto∏
I
715,000 173,200 888,200 38,853 947,053
STATUTORY TOTAL BOARD OF $\,$ (0) Compensation in the company preparing the financial statements 670,000 173,200 843,200 51,45 900,645
AUDITORS It Compensation from subsidiaries and associates 45,000 45,000 ą. 46,408
, Total 715,000 173,200 88200 58,853 947,053
මු 6 E 6 S 8
Fixed compensation Compensati Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office explity s resolved Shareholder
s' Meeting
Emolument
by the
urendance tokens reimbursem sec 2389 fixed salary
Lumpsum
expense
offices ex Employment
ents Italian Civil
Comp.for
specific
Code
Total participatio and other
committee
on for
incentives
Bonuses
sharing
Profit
monetary
benefits
j
Se
remuneratio
Other
Total of equity
ş
Fair value for end of
compensati termination
employmen
office or
$\overline{a}$
Other Executives with $ 0\rangle$ Compensation in the company preparing the financial statements 10,028,131 1U,U28,131 446,124 3 (2,545 159,378 11,006,178 5,088,165
-Strate gic
Respons batic s ------------------------------------
(total 12 FTE) (III) Total $10,028,131$ 10,028,131 446,124 372,545 159,378 11,006,178 5,088,165
ABLE 2 Stock Options Assigned to the Members of the Administrative Body, to General Managers and Other Executives with Strategic Responsibilities
Options I teld at Start of the Year Options Assigned During the Year Options Exercised During the Year Ê Ê g
ε ø C E E ¢ E E ē Ê E g
Name and Surname Office Plan Number of
Options
Exercise
Price
Exercise
(0.000)
Period of
Possible
lumber of
Options
Exercise
Price
Exercise
(from_to)
Period of
Possible
Fair Value at Assignment
Assign Date
Date Market Price of
Assignement
Underlying
Shares upon
of Options
lumber o
Options
Exercise
Price
of Underlying
Exercise Date
Shares on
During the Year the End of the
Market Price Options Lapsed
(Number)
Options Held at
Year
:levant to th
Year (Fair
Value)
Options
ean Pierre Mustier Annunistratore Delegato
) Compensi nella società che redige il bilancio
In Compensi da controllate e collegate ı $\cdot$ ı ï ï ,
m)Totale 0 ۰ ۰ 0 ۵
ther Executives with Stategic Responsibilities
reparing financial statements
y Compensation in company
n. 5 Ebecutives 2006 Stock Options 22,299 166.399 13/06/2010
31/12/2019
22,289 o 0
In Compensation from Subsidiaries and Associates ŗ
n Total 228 22,289

Consob bsuers Regulation nr. 11971 - Annex 3A IScheduk 7-his
TABLE 34: Incentive plans based on financial instruments other than store of the members of the administrative body, general managers and other executives with s

Financial instruments assigned during
previous years and not wated during
the year
Financial instruments as signed during the year vested during
the year and
notassigned
instruments
Financial
during the year and asignable
Financial instruments vested
relevant to the
in strume nts
Financial
year
œ $\bullet$ $\epsilon$ S 6 E G Š S E Ê g
Name and surname Office Plan rpe of financial
Number and
instruments
Vesting period ype of financial
instruments
Number and
assign.date
Fair val.on
Vesting period Assignment
date
Market price
assignment
about
ype of financial
Number and
instruments
ype of financial
instruments
Numberand
maturity date
Value on
Fair Value
Jean Pierre Mustier Chief Executive
Officer
O Compensation in company preparing
financial statements
LTI 2017 _ 2019 486,391 31/12/2022 ı × $\blacksquare$ f, $\blacksquare$ ı $\blacksquare$ 2,909,348
CLIS TANGE TO THE LETTER ı $\blacksquare$ $\blacksquare$ ı $\blacksquare$ 178,129 1,420,682
On Compensation from Subsidiaries and
Associates
í. ٠ $\blacksquare$ ٠ $\blacksquare$ $\blacksquare$ $\blacksquare$ f. $\blacksquare$ $\blacksquare$ $\blacksquare$
(II) Total 486,391 × $\mathbf{I}$ $\blacksquare$ $\blacksquare$ $\mathbf{I}$ $\mathbf{I}$ 178,129 $\mathbf{I}$ $\blacksquare$ 4,330,029
Other Executives with Strategic
Responsibilities
() Compensation in 1.12 Executive Bonus 2014 $=$ $\Rightarrow$ $\blacksquare$ $\blacksquare$ $\blacksquare$ 31,028 265,631 $\Rightarrow$
company preparing
financial statements
1.12 Executive Bonus 2015 43,927 00%-31/12/2019 $\Rightarrow$ $\blacksquare$ $\blacksquare$ $\blacksquare$ f, $\Rightarrow$ 43,927 376,059 $\Rightarrow$
n. / Executive Bonus 2016 66,884 50%-31712/2019
50%-31712/2020
$\Rightarrow$ $\blacksquare$ $\blacksquare$ $\blacksquare$ $\blacksquare$ $\blacksquare$ 33,442 167,987 BK , 240
1.8 Ececutive CTI 2017 _ 2019 838,343 40%-31/i22019
60%-31/12/2022
$\Rightarrow$ $\blacksquare$ $\blacksquare$ $\blacksquare$ $\Rightarrow$ $=$ 1,013,579
1.12 Executive Bonus 201 SULLARS 33%-31/12/2019
33%-3172/2020
33%-31 0 2202 1
$\Rightarrow$ $\blacksquare$ ٠ ı, f, $\blacksquare$ 58 JUU3 496,564 208,320
1.12 Executive Bonus 2018 23,125 40%-31/12/2018 20%
20%-31/12/2021
20%-31/12/2022
31/12/2020
$\Rightarrow$ $\blacksquare$ $\Rightarrow$ $\Rightarrow$ 288,898
1.12 Executive Bonus 2019 256,690 %07. KINZZIVIE-%0 0
20%-31/12/2022
20%-31/12/2023
31/12/2021
$\Rightarrow$ ı í. ı 0 0 415,925
1.9 Executive CZDR-MOZZ ILTJ 1,915,254 25,660,573 15%-317/22024
15%-317i22025
15%-31/12/2026
40%-31/12/2023
15%-317/2/2027
14401/2020 13,398 $\Rightarrow$ $\Rightarrow$ 2,831,088
1.12 Executive Bonus 2020 $\Rightarrow$ $\Rightarrow$ 64,119 548,923 43,8% - 31,412/2022
18,7% - 31,412/2024
18,7% - 31,412/2025
18,7% - 31/12/2026
03/2020 8561 $\Rightarrow$ $\Rightarrow$ 242,415
O Compensation from Subsidiaries and
Associates
f. $\blacksquare$ $\blacksquare$ ï f, f.
lee Lap 1,515,972 1,979,373 0 166,400 1,424,550 5,088,165

UniCredit Group - Internal Use Only

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

9373321852218221822182323232323
i
ď, œ $\Xi$ $\widehat{\mathbf{e}}$ $\widehat{\mathbf{e}}$ T
Annual Bonus Previous Years Bonuses
Name and Surname Diffice Plan ŝ ê $\Xi$ ŝ ® $\tilde{e}$ 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 Ξ
(II) Compensation from Subsidiaries and Associates Ξ
(III) Total E t
Other Executives with Strategic Responsibilities
(I) Compensation In The Company Preparing the Financial Statements Group Incentive System 2015 1,456,235
Group Incentive System 2016 858,755
Group Incentive System 2017 975,688
Group Incentive System 2018 938,334
Group Incentive System 2019 1,353,377
Group Incentive System 2020 240,291 205,833 50% 31.12.2022
50% 31.12.2025
(II) Compensation from Subsidiaries and Associates Ξ

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 Company
Investee
Type of
Shares
End of 2019
Held at the
$\overline{a}$
Acquired Sold End of 2020
Held at the
$\widehat{a}$
BOARD OF DIRECTORS
lean Pierre Mustier Chief Executive Officer UniCredit ord. 545,648 545,648
Elena Carletti Director 808 808
BOARD OF STATUTORY AUDITORS

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

Auditor

Guido Paolucci

319

$319$

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

Company
nvestee
Type of
Share
End of 2019
leid at the
Acquired S old ind of 2020
hiCredi g 578,042 166.400 (2) 103,184 641.258

(1) Or start / end date of appointment if different from indicated period
(2) Resulting from the granting in 2020 of free ordinary shares under the Group Incentive Schemes
(3) Of which 97,084 sold within Share Netting /Sha

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