Unicredit — Remuneration Information 2021

Mar 8, 2021

Do the right thing!

2021 Group Remuneration Policy and Report

Lontents

Letter from the Chairman	Highlights	Section I. 2021 Group Remuneration Policy 1. Overview and principles	2. Governance	3. Compliance and Sustainability Drivers	4. Compensation Framework	5. Group Compensation Systems	Section II. Remuneration Report

• 1. Introduction 2. Governance
• 1. Remuneration Processes and Outcomes
• 1. 2020 Remuneration Data

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Dear Shareholders,	transition period. 2020 was a quite complex year for our Group, the financial system and the entire world. In fact, UniCredit maintained its successful operational response throughout 2020, delivering enhanced UniCredit is working for customers, communities and employees playing an active role in this delicate customer service, accelerated digital transformation, and Group wide measures to protect the health, the pandemic environment is determining deep changes in our approach to daily life. In this context, safety and wellbeing of all stakeholders.	the new slate for the formation of the new Board to lead the Group, fostering the success of UniCredit in the long run and reinforcing the areas in which we can grow further, while leveraging on our Group key Recently, a new designated CEO has been identified and the outgoing Board of Directors has defined strengths and the achievements already obtained along the years.	achievement of the strategic and operational objectives, while ensuring an adequate risk management in Our remuneration policies will continue to be an integral part of the Group's strategy. Its compensation practices, plans and programs are designed to properly incentivize, in line with market practices, the accordance with national and international regulatory requirements.	remuneration in Europe and in the countries where we operate are evolving and we are working to rapidly adapt to these changes. Just to mention a few: the increased focus on sustainability, the gender neutrality At the same time, shareholders sensitivity, market practices and the regulatory landscape on and a greater degree of disclosure on remuneration practices.	In this context, we remain committed to maintaining our focus on the long run in order to generate sustainable value for our shareholders.	the same time, we are dedicated to providing all colleagues with a best in class work environment and experience and continue setting adequate remuneration levels to attract, motivate and retain the best remuneration systems that quarantee sustainable performance at both Group and individual level. At The Remuneration Committee, together with the Management team, are determined in defining people.	our mutual needs. We will continue to provide you with comprehensive information on our remuneration discussions with the Group along the years. These discussions allow us to best understand and address l would like to renew my gratitude to you, our shareholders, for your engagement in constructive practices.	collaboration and participation to our activities, as well as the personnel in Human Capital who closely Finally, I would also like to thank the other members of the Remuneration Committee for their cooperated with us.	Sincerely,	Remuneration Committee Lamberto Andreotti Chairman of the		5 UniCredit · 2021 Group Remuneration Policy and Report
				long-run in order to generate sustainable 66 We are maintaining our focus on the value for our shareholders. 99	Chairman of the Remuneration Committee Lamberto Andreotti						D 22 2012
Letter from	the Chairman

Highlights

Highlights

The implementation of the principles set in the Group Remuneration Policy provides the framework for the design of the reward programs across the Group.

objectives, market conditions and shareholders' long-term interests. Policy standards ensure that compensation is aligned to business

time under the Group governance, to be compliant with the most UniCredit's compensation approach has been consolidated over connected to performance, market awareness and aligned with recent national and international regulatory requirements. It is business strategy and shareholders' interests.

policies and practices, in order to build year after year, in the interest the most recent regulations in terms of remuneration and incentive The key pillars of the Group Remuneration Policy (Section I) reflect of all stakeholders, remuneration systems aligned with long-term strategies and goals as well as sustainability over time.

activities and avoid distorted incentives that could lead to breach of consistent with capital and liquidity levels needed to support all and adequately adjusted in order to take into account all risks, The remuneration systems are linked with company results law or excessive risk taking. The 2021 Group Remuneration Policy and Report fully encompasses matters. In addition, the document includes the requirements of the Legislative Decree no. 49 of May 10, 2019, by which the provisions (25th update of October 23, 2018) on remuneration and incentive implemented in the legal system and which introduce an advisory vote by the Shareholders' Meeting on the Remuneration Report. of Directive (EU) 2017/828 (Shareholder Rights Directive 2) are the changes requested by Circular 285 from the Bank of Italy

The Group Remuneration Policy continues to be an integral part of UniCredit strategy.

stakeholders and favours sustainable long-term outcomes over UniCredit is transparent, aims to do the right thing for all short-term solutions.

Remuneration Policy approval timeline, 2021 can be considered a transition year for what concerns the UniCredit compensation Considering the change of leadership and the 2021 Group stratedy.

he will be retiring from his role as Chief Executive Officer at the end In fact, on November 30, 2020, Jean Pierre Mustier announced that of his mandate.

governance, on January 27, 2021 the Board of Directors of UniCredit Executive Officer (CEO), for inclusion in the list for the renewal of process, reflecting the Group's commitment to strong corporate the Board of Directors, to replace the outgoing CEO, Jean Pierre SpA unanimously nominated Andrea Orcel as designated Chief Subsequently, following a thorough and rigorous selection Mustier

Executive Officer and General Manager - with effect from February Mustier to end his employment relationship as UniCredit's Chief results as at December 31, 2020, the Board has agreed with Mr. Following the designation of Mr. Orcel and the approval of the 11, 2021. In order to ensure full managerial continuity, pursuant to Article 21, appointed Mr. Ranieri de Marchis as General Manager of UniCredit paragraph 5, of the Articles of Association, the Board of Directors SpA. Mr. de Marchis will remain General Manager until the appointment of the new CEO.

approval of the list, the Board will confirm Mr. Orcel's appointment presented for approval at the AGM on April 15, 2021. Upon AGM The Board's slate, including Mr. Orcel as designated CEO, will be appointment of Mr. de Marchis as General Manager will lapse as CEO and General Manager and, at the same time, the

Compliance with regulatory requirements and principles of good business conduct. Clear and transparent governance.

Continuous monitoring of market trends and practices.

Sustainable pay for sustainable performance.

Motivation, retention and fair treatment of all employees, with particular focus on talents and mission critical resources.

Section i-Chapter 1 Details .

2. Material Risk Takers definition

Section I-Paragraph 2.4 Details Application of qualitative and quantitative criteria, which are common at European level, as defined by the regulation the people who are deemed to take material risks for the organization.

The Material Risk Takers population is annually reviewed and on an Group and local level, based on the application of qualitative and ongoing basis ensuring full compliance with current regulations. The identification follows a structured evaluation process both at

result of the evaluation process for the definition of Group Material quantitative criteria common at European level. The preliminary Risk Takers was broadly in line with last year's results.

3. Compensation benchmarking and policy target

Details Definition of specific peer group at country/division level to assure competitive alignment with the market of reference. Confirmed peer group for compensation benchmarking, performed by an external advisor.

Compensation benchmarking analysis is performed in comparison Remuneration Committee, supported by an independent external advisor, confirmed the list of selected competitors that represent with this peer group. As a policy target, Material Risk Takers total With specific reference to the Group Executive population, the UniCredit group-level peers for compensation benchmarking.

compensation is set on the market median as reference, with the possibility to increase (up to market upper quartile) to attract and position, with individual positioning being defined on the basis of specific performance, potential and people strategy decisions, as etain top-class talents, able to improve UniCredit's competitive well as UniCredit's performance over time

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4 4. Ratio between variable and fixed compensation

In compliance with the regulatory requirements, the 2:1 ratio represents the maximum limit between variable and fixed components of remuneration for all employees belonging to business functions, including Material Risk Takers.

Section I-Paragraph 4.7 » Details

a maximum ratio between variable and fixed remuneration of 2:1 as the personnel belonging to the business functions - the adoption of n compliance with applicable regulations, it has not changed - for approved by the Annual General Meeting of May 13, 2014.

Positions entitled to a variable to fixed ratio of potentially up to a maximum of 2:1 are

• Group Chief Executive Officer:
• Group Heads and Deputies of Commercial Banking, Corporate and Investment Banking, Chief Operating Office function, Finance & Controls function;
• Banking, Corporate and Investment Banking), excluding control Personnel belonging to Business Divisions (e.g. Commercial CEO and General Managers of Group Legal Entities; or support roles.

Assumptions upon which the increase of the maximum ratio between competitive at international level and basically in line with the one in vanable and fixed remuneration, type of personnel and limit itself were based have not changed (e.g. UniCredit business model kept substantially stable since 2014, the compensation strategy is 2014)

This approach allows UniCredit to maintain a strong link between pay alignment with multi-year performance, through deferring a relevant derived from a possible increase of fixed costs and to guarantee the UniCredit's main peers have also taken the same approach in order to limit the effects of the uneven playing field in the market where the cap is not present, to avoid the rigidity of the cost structure and performance, as well as competitiveness in the market. omponent of the variable compensation.

component of total remuneration. For these Functions is also foreseen that incentive mechanisms are consistent with the assigned tasks, as For the rest of the staff a maximum ratio between the components well as being independent of results from areas under their control. staff of the Corporate Control Functions, for Human Resources and the Manager in Charge of Drafting the Company Financial Reports for which it is expected that fixed remuneration is a predominant of remuneration equal to 1:1 is usually adopted, except for the

operatest, in order to ensure equal operating conditions in the market and the ability to attract and retain individuals with professional skills differences between national rules and regulations in application of Directive 2019/878/EU in the various countries in which the Group For these Corporate Control Functions, in particular, the maximum weight of the variable component will take into account the and capabilities adequate to meet the needs of the Group.

5. Incentive system linked to the annual performance

Adjustments to the bonus pools driven by the evaluation of ﮩ	Entry Conditions: a mechanism that determines the possible
liquidity defined at both Group and country/division level.	are ountry/division and whose key elements
performance indicators in terms of profitability, capital and	ght bonus pools whose size is linked to the profitability of each
. Section I-Paragraphs 5.1 and 5.2 )>>
Details
	Such a system provides for an overall performance assessment both at Group/country/division level and at individual level
	remuneration, risk and sustainable profitability.
	The Group Incentive System 2021, which confirms the "bonus pool" approach introduced in 2024, provides for a strong link between

In pricula, for the Maria Rick Tikes af Coprate Contain Intely theration between the first companism came ecess the inition of one third as per Bark of italy provision (Circular 285 of December 17, 2013, 250 update of October 33, 2018).

the risk and sustainability for each country/division (alignment

application of the malus clause (Zero Factor), based on

to Cost of Capital and Risk Appetite Framework).

• bonus pool, the individual performance evaluation also based on Board of Directors, starts the breakdown process to cascade the allocated managerially, taking into consideration the available Bonus allocation: once the bonus pools are approved by the pools within each perimeter/division. The individual bonus is risk-adjusted indicators and bonus reference values.
• composed of more than 50% in shares for Senior Management® ensuring alignment with shareholders' interests and malus and Group Material Risk Takers Payout: the individual bonus is and of 50% cash and 50% shares for the remaining Group Material Risk Takers; paid out over a period up to six years, claw-back conditions, as legally enforceable.

6. Performance Management

In 2021 the "KP/8/vebook" framework was reviewed to support managers and incumbents to define the Scorecard refering to the annual Incentive System (as described in the previous paragraph) for the Group Material Risk Takers.

Section / Paragraph 5.2 Details

Human Capital, Finance, Risk Management, Compliance and Group the main economic and non-economic indicators, annually defined a set of performance indicators and guidelines. The categories of The KP/ Bluebook supports the definition of Scorecards providing within the KP Bluebook, are certified with the involvement of

ESG Strategy & Impact Banking functions, which reflect the Group's includes KPIs defined within the scope of the Strategic Plan Team core operating profitability and risk profile. The KP/Bluebook 23.

long-tern value creation for the share price and Group performance appreciation and sustain a sound and prodent risk The 2020-2023 Long Term Incentive Plan has been introduced in 2020 with the aim to align Top and Senior Management interests to management, orienting the performance measurement on a multi-year horizon, aligned with Team 2 3 Strategic Plan.

The award is subject to a 4-year deferral period, after the performance.

period, and to the respect during the performance period of the

minimum conditions of profitability, capital requirements and

Section i-Paragraph 5.3

De ta its

ordinary shares, subject to the achievement of specific performance The Plan provides for the allocation of incentives based on free conditions to the Strategic Plan Team 2 3. The Plan is structured around a 4-year performance period, consistent with the UniCredit Strategic Plan, and provides for the granting of the possible award in 2024.

In line with regulatory requirements, an additional year of holding period is applied at the end of the deferral period.

liquidity as well as positive assessment of Risk Appetite Framework.

1. Compliance breach, Malus and Claw-back

Details The Group reserves the right to activate malus and claw-back mechanisms, namely the reduction and the return respectively of any form of variable compensation.

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Section I-Paragraph 5.1 ->>>

Highlights 2021 Group Remuneration Policy and Report

strengthen the governance framework, the key rules of compliance According to Bank of Italy and EBA requirements3 and to further breaches management, as well as their related impact on

and claw-back clauses, are reported in the 2021 Group Remuneration remuneration components through the application of both malus Policy.

9. Share ownership guidelines

Share ownership guidelines set minimum levels for company share ownership by ensuring appropriate levels of personal investment in UniCredit shares over time.

provide for opportunities of share ownership, in full alignment with regulatory provisions, UniCredit offers equity incentives which As part of the total compensation approach and in line with the applicable regulation requirements. The Share Ownership guidelines apply to the Chief Executive Officer, Senior Executive Vice Presidents and Executive Vice Presidents4.

rata approach over a 5-year period, granting a minimum amount of ule, within five years from the appointment in the above indicated The established levels of share ownership should be reached, as a the share ownership levels should be accomplished through a pro should be maintained until the role is held. The achievement of Executives categories within the scope of the guidelines and shares each year.

10. Severance payments

Continuous alignment with regulations/contractual frameworks in force at the time.

failures or abuses and shall not exceed in general 24 months of total compensation, including notice (in case of lack of law/National Severance payouts take into consideration long-term performance, in terms of shareholders' added value. They do not reward

Labour agreement provisions as locally applicable).

potential disputes relating to the termination of employment and a better specification of certain elements of detail whilst they did not formula for calculating "severance" for the settlement of current or The Ordinary Meeting of April 11, 2019 had approved an update of of a contract (so called "severance payments"), incorporating some changes introduced on October 23, 2018 by the Bank of Italy with the Policy on payments to be agreed in case of early termination amendments mainly concemed the introduction of a predefined the 25th update of the Circular 285 of December 17, 2013. Such

involve changes with regards to main criteria and limits as already

approved by the Annual General Meeting of April 20, 2017.

Section I-Paragraph 4.6 »

.

Details

practices in particular situations. The main proposed change provides On April 15, 2021, a further update is submitted to the Shareholders' only the absolute maximum amount is increased from €7.2 million without prejudice to all the main terms? of the corrent Policy that Meeting for approval, aimed at reflecting changes in UniCredit's competitive positioning and managing specific remoneration to €15 million in view of the new competitive positioning.

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11. 2020 results and compensation decisions

> 2020 Results

accelerated digital transformation, and Group-wide measures to protect the health, safety and wellbeing of all stakeholders. UniCredit maintained its successful operational response throughout 2020, delivering enhanced customer service,

continued to anticipate the current and future economic impact of The Group delivered underlying net profit of €1.3 billion for FY20, whilst booking €5 billion of loan loss provisions in 2020°7, as it ahead of guidance of above €0.8 billion thanks to better costs, the Covid-19 pandemic.

Section I-Paragraph 4.8 »>

.

Details

solid financial foundations with a very strong capital and liquidity disciplined efforts over the last five years, including a 20 per cent year was underpinned by its diversified business model and its position and a de-risked balance sheet following proactive and The Group's ability to successfully navigate this extraordinary reduction in the cost base since 2015.

For 2021, the ordinary capital distribution will comply with ECB ecommendations on dividends issued on 15 December 2020, distribution of €268 million in cash and €179 million in share which for UniCredit limits distributions to €447 million® until 30 September 2021. Consequently, a proposal for an ordinary buybacks will be submitted to the AGM?.

extraordinary distributions, the total capital retum to shareholders The extraordinary capital distribution intended for 2021 amounts commence after 1 October 2021'. Combining these ordinary and in 2021 is €1.1 billion, made up of €0.8 billion of share buybacks and €0.3 billion of cash dividends. The cash dividend is subject to AGM approval, while both buybacks are subject to AGM and be submitted to the AGM in April 2021 and execution should to €652 million, fully in the form of share buybacks. It will reģulatory approval.

> Compensation decisions

: % vs 2020 budget Bonus pool performance metrics (pre bonus) ●FY 2020 FY 2019

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Undelvir Net Opentin Profi Grup GOPEL C. (CB, % vs. 2020 budget calculated neveralizing exchangerate effects.

With reference to 2020, the UniCredit Board of Directors considered the proposals of the Remuneration Committee and the ECB recommendations on variable remuneration.

The evaluation regarding compensation decisions, as done before in process in order to guarantee coherence and transparency towards the previous years, was supported by a rigorous Group governance all the participants involved.

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2021 Group Remuneration Policy and Report Highlights

variable remuneration payments, especially for Material Risk Takers, Consistently with the ECB letters of May 20, July 28 and December bonus of Group Material Risk Takers compared to budgeted figures the 2020 bonus decisions consider a reduction of ca. 50% in the 15, 2020 requiring for extreme moderation with regard to the with a proportionally higher reduction for senior executives.

Directors, heard the Statutory Auditors and Intemal Controls & Risks In line with Group governance, assessment and payment for the by the Remuneration Committee and approved by the Board of Executives with Strategic Responsibilities have been reviewed Committee where appropriate. The Board of Directors approved the overall bonus pool. The proposal submitted to the Board emerged in total bonus pool amount broadly

2020 Bonus distribution for GMRT

Data inn in Euro. The 2020 payout does not include the UT provate yearly quota

> Compensation disclosure

Report (paragraph 4.2, Granular Remuneration Data), including data

HVB SUB

6%

egarding Directors, General Managers and other Executives with

Strategic Responsibilities.

outcomes of Group Incentive Systems, as well as remuneration data with a focus on non-executive Directors and Group Material Risk of UniCredit's compensation practices and the implementation The Remuneration Report (Section II) provides the description Takers, defined in line with regulatory requirements.

the ratio between variable and fixed components of remuneration Full disclosure on compensation payout amounts, deferrals and for Group Material Risk Takers is provided in the Remuneration

ncentive systems under 114-bis of legislative decree 58/1998 ("Testo 2021 Group Remuneration Policy and Report, published on UniCredit's

no. 21623 of December 10, 2020), as well as the information on

Compensation Report-Section II (last modified under resolution

Data pursuant sect. 84-quater Consob Issuers Regulation Nr. 11971,

Unico della Finanza" - "TUF") are included in the attachments to the

website, in the section dedicated to 2021 Shareholders' Meeting.

bonus for the Group Material Risk Taker population (1,063 resources), defined on the basis of the application of the 2020 Group Incentive KPI which was highly affected by pandemic), mostly as a result of in line with the total theoretical value (depending on the funding balancing per-capita bonus levels and performances within each country/division. Here below it is shown the distribution of the System rules approved by the Shareholders' Meeting.

fully waive his yearly variable compensation and 25% of his salary 2020 annual bonus, in line with the decision taken by the CEO to Managers reporting to the CEO decided to voluntarily waive their of Covid-19 epidemic and its evolution over time. Top 7 Senior considering the uncertain impact on the European economy for the year 2020.

12. Chief Executive Officer variable and fixed compensation data

maximum of 2.4 million Euro, has proposed to reduce his 2020 salary Directors, donated with immediate effect, to the UniCredit Foundation provide extra resources to the health services in their fight against the by 25 per cent, equivalent to 300,000 Euro. The total reduction of the CEO's compensation was thus 2.7 million Euro, which the Board of to alleviate the impact of the pandemic on local communities and foregoing his full variable 2020 LTIP remuneration, equivalent to a In April 2020, Jean Pierre Mustier announced that, in addition to

mandate. While defining the exit conditions, it was agreed that he will only maintain the variable remuneration deriving from the 2017-2019 the vesting scheme and subject to malus and claw-back conditions, as Long Term Incentive Plan, which shares will be awarded according to On November 30, 2020, Jean Pierre Mustier announced that he will be retiringfrom his role as Chief Executive Officer at the end of his legally enforceable.

between market median and upper quartile of the UniCredit EU peer remuneration framework is based on a fixed compensation defined In line with the 2021. Group Remuneration Policy, the CEO Group.

subject to performance conditions, malus or claw-back, while subject to minimum prodential requirements at the time of payment, therefore order to foster the alignment of the interests between the designated maximum variable remuneration of 200% of fixed compensation. In the full variable remuneration for 2021, payable in two tranches, not The CEO position, in line with the May 13, 2014 AGM decision, has a Board of Directors has approved a share-based award, representing CEO and the shareholders, already in the first year in the role, the allowing him to be compliant with the Group share ownership guidelines.

based long-term and short-term incentives will be applied to the CEO. The proposed remuneration structure for 2021 is strictly linked to the first year of the mandate. For 2022 or wards a mix of performance

at compensating Mr. Orcel for the possible reduction or cancellation of The remuneration package does not include any remuneration aimed remunerations deriving from previous employments (so called "buy out" as regulated under Circular 285/13 of Bank of Italy).

Section II of the 2022 Group Remuneration Policy and Report according Details on the 2021 CEO compensation amounts will be provided in to Consob requirements.

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Details

ection	1. Overview and principles 1.1 Remuneration Policy alignment to	Sustainability Drivers 3. Compliance and
02 Group C	1.2 Employees working conditions, integral part of the remuneration policy sustainability strategy	4. Compensation Framework 4.1 Continuous Monitoring of Market Trends and Practices
Remuneration	Shareholders vote and main changes introduced with the 2021 Group Remuneration Policy 1.3	4.4 Non-standard compensation 4.3 Variable compensation 4.2 Fixed compensation
Policy	2.1 Corporate Bodies and Committees 2. Governance	4.6 Severance 4.5 Benefits
	2.2 Definition of the Group Remuneration 2.3 Role of the Corporate Control Policy	4.7 Ratio between variable and fixed 4.8 Share ownership guidelines compensation
	2.4 Material Risk Takers identification Functions	Group Compensation Systems 5.
	Auditors and Executives with Strategic 2.5 Compensation to Directors, Statutory Responsibilities process	5.3 2020-2023 Group Long Term Incentive Performance Management framework 2021 Group Incentive System 5.2 5.1
		Plan

Overview and principles

into value for stakeholders. A simple quiding principle ensures we live these values every day: do the right The set of values of UniCredit is based on ethics and respect as sustainable conditions to transform proft thing!

represents a key enabler to enhance and protect its reputation and By upholding the standards of sustainable behaviors and values Specifically, the remoneration policy contributes to the business strategy, long-term interests and the sustainability of UniCredit. which drive the Group's mission, the compensation strategy to create long-term value for all Group stakeholders.

to the people. It is a key lever for the future business strategies and focus on improving customer expenence and constant dedication More than ever, sustainability forms a central part of everything decision-making process: commitment to ESG topics, renewed UniCredit does and is fully integrated into the business and a critical component of the bank's success.

reflect the standards of ethical behavior in conducting business in motivate a highly qualified global workforce capable of creating a competitive advantage for the Group. Are rewarded those who aims to create a best in class work environment, fostering and Through appropriate compensation mechanisms, UniCredit unlocking individual potential in order to attract, retain and a sustainable way.

diversified workforce, where everyone with the capability to excel can do so. The employees are expected to contribute to creating and is committed to creating an inclusive environment for its UniCredit believes in inclusion as a strategic business driver

non-intimidating, and where differences in age, race, nationality, and maintaining a work environment that is respectful and religion, gender and sexual orientation are embraced and promoted.

and consistent design, implementation and monitoring of Relying on the governance model of UniCredit, the Group Remuneration Policy sets the framework for a coherent compensation practices across the entire Group.

implement compensation programs and plans that reinforce sound risk management policies and the long-term strategy and generally pursue long-term value creation and sustainability of the company. needs of the different businesses, market contexts and employee are always appropriately aligned with the remuneration approach, In doing so, the Group effectively meets the specific and evolving Within this common policy framework, guidelines are defined to populations while ensuring that business and people strategies ncluding external networks and agents, where applicable, as foreseen by regulation. o ensure the competitiveness and effectiveness of remuneration sustainable conduct and performance define the key pillars of the as well as transparency and internal equity, the principles of Group Remuneration Policy.

Key Pillars

through efficient corporate and structures, as well as clear and rigorous governance and rules. organizational governance

Clear and transparent governance,

COMPANY VALUES BUSINESS & RISK STRATEGY AND

value creation, as well as enharcing both the actual result

achieved and the means by which they are achieved.

rewards and long-term stakeholder

transparency and internal equity.

compensation as well as at formulation of competitive practices, aimed at sound

and awareness of international

market trends and practices

Continuous monitoring of

Sustainable pay for by maintaining consistency

sustainable performance,

between remuneration and performance, and between

company reputation, as well as avoiding requirements and principles of good or managing conflicts of interest by protecting and enhancing our Compliance with regulatory usiness conduct

between roles within the Group or

Motivation, retention and fair particular focus on talents and mission-critical resources treatment of all employees, with

vis - a-vis customers

1.1 Remuneration Policy alignment to sustainability strategy

In UniCredit value creation means more than just generatingfinancial values. It also means integrating sustainability into the business strategies in terms of human capital, society and environment.

Group's DNA and a key component of the business model of UniCredit. Building a sustainable future is an important challenge for both people Integrated Report available on the corporate website for further details In the fourth quarter of 2019, UniCredit announced new ESG targets usual' - it is time to act and make an impact. Please also refer to the as part of the long-term commitment to sustainability - part of the and businesses. Every company has to do more than 'business as on the Sustainability Strategy in UniCredit.

pursuit of long-term interests and the sustainability over time. UniCredit has in place a remuneration structure that is based on risk-adjusted/ related performance and does not encourage excessive risk-taking, The remuneration policy contributes to the UniCredit strategy, the including with respect to sustainability risks.

rewards and long-term stakeholder value creation, as well as enhancing consistency between remuneration and performance, and between Also, one of the pillars of the Group Remuneration Policy addresses the sustainable pay for sustainable performance, by maintaining

both the actual result achieved and the means by which they are actieved.

Several processes and initiatives support the link between the remuneration policy and the sustainability. The 2020-2023 LTI Plan aims at aligning Top and Senior Management interests to the long-term value creation for the shareholders. The LTI further details on the link between the LTI Plan and the sustainability, customers and what is an ESGrating agency's view of UniCredit. For Plan, aligned with Team 2 3 Strategic Plan, has a Sustainability lever ESG rating, Customer Satisfaction and People Engagement - assure weighting 10% of the overall Scorecard to increase the alignment a balance between how UniCredit is perceived by employees and of business goals with sustainable conduct. The KPIs considered please refer to the paragraph 5.3 2020-2023 Group Long Term ncentive Plan

The Group Incentive System is supported by the annual performance. performance objectives with business strategy. The process of setting annual objectives (so-called Goal Setting) is a key phase and is management assuring coherence, consistency and clarity of

for each of the Five Fundamentals) indicate the behaviors colleagues Respect values in their daily activities and reach individual and team Group incentive System and 5.2 Performance Management Finally, the diversity and inclusion policies are a cornerstone of the evaluation, at all levels in the Group. The UniCredit Capabilities (two For further details, please refer to the paragraphs 5.1.2023 human capital strategy of UniCredit's business model, which has should demonstrate while working towards their goals, clarifying expectations about how to apply Five Fundamental and Ethics & and respond to the stakeholders' needs "doing the right thing", guaranteeing a homogeneous and unique standard for people. results in a responsible manner. around half of the goals flagged as sustainable/long term related Capital Value & Inclusion, which addresses the gender balance supported by a structured framework, namely KPI Bluebook. The KPY (i.e. Tone from the Top to spread compliance and risk culture, relevant Group key functions, is a dashboard of Group certified KPIs, Bluebook, reviewed and updated annually with the involvement of mandatorily to be utilized for assigning goals to the Group Material "Ethics and Respect" values and staff integrity and Human Risk Takers, and allows for consistent goal settingwith regulatory The Goal setting structure considers economic goals and at least one goal flagged as risk adjusted/related; non-economic goals and is characterized by: requirements and Group standards.		like Equal opportunities and non-discrimination, Responsible Sales and Work-life balance.	engaging and retaining talented people, by carrying on cross-country nitiatives to ensure an equal treatment for all employees.
		Additionally, in 2020 the UniCredit Family Board was established with the aim to coordinate a global action plan to be locally implemented focusing on flexibilities, psycho-physical wellbeing, home-schooling support and new ways of working.	The Welfare offer is an integral part of the total reward for UniCredit recognition of the effectiveness of its People Strategy, UniCredit has been officially certified as a Top Employer in Europe in 2021 for colleagues and an important pillar of the People Strategy. As a
		Actions were diversified and included: home-schooling/work IT	Environment, Talent Acquisition, Leaming Wellbeing and Diversity & the fourth year running for its employees offering in terms of Work
	» De tails	infrastructure and furniture partnership extensions; mobility solutions; online resources on sport, entertainment, elderly members of the	Inclusion.
		family, children with disabilities, etc.; support programmes for parents,	For further details, please refer also to UniCredit Integrated Report
	Framework.	(e.g. webinars, digital masters); psychological support services; parental children and caregivers to increase awareness, change management	policies also information on training programmes and development available on the corporate website where additionally to welfare
		eaves	plans and initiatives promoting diversity & inclusion are available.
equality and inclusion is a way to improve the well-being of individuals and make the business strategies more sustainable in the long-tem. successfully delivered value creation over time. Promoting gender and pay equity, as well as the safety and wellbeing of employees and the transition towards remote working);		The final aim is to consolidate UniCredit's unique identity across the Group as "best place to work" and actively contribute in attracting,
Within the framework provided by the Group Remuneration commitment, added to Strategic Plan Delivery goal, such as specific KPIs on "Environment", based on ESG Strategy		1.3 Shareholders vote and main changes introduced with
responsibilities, performance outcornes and the overall quality of the Policy, UniCredit is committed to ensure fair treatment in terms of remuneration on the basis of the role covered, the scope of reduction and use of renewable energy as well as expanding ESG reducing environmental impact through carbon emissions product/advisory offering;		the 2021 Group Remuneration Policy
contribution to business results, regardless of gender or any other diversity traits. renewed focus on Diversity & Inclusion, embedded in "Human
For years now, UniCredit has developed a methodology to evaluate and Capital Value & Inclusion" (i.e. gender pay gap/balance targets, gender diversity initiatives).		Meeting held on April 9, 2020 on the 2020 Group Remuneration Policy The feedback gathered during the shareholders' Annual General	ex-ante and ex-post risk adjustment:
to monitor gender pay gap which results are presented and discussed in		was positive, with an approval percentage higher than 95%.	Material Risk Takers identification process and
whole Group. Moreover, specific targets on gender pay gap/balance and the Diversity & Inclusion committees. This methodology is valid for the Goals represent "what" to achieve to contribute to UniCredit's business strategy success, while the behaviors acted to achieve them represent		shareholders in order to allow them to better express their vote, as Answers have been provided to all questions received from the	methodology, considering the new EBA Regulatory Technical Standards;
on gender diversity initiatives have been assigned to Top Management. the "how".		happens throughout the year.
Additionally, since 2017 UniCredit publishes the UK GPG as requested by the Gender Pay Gap Regulations in Great Britain. In this regard UniCredit capabilities describe the behaviors UniCredit		UniCredit has in place for years now a consolidated engagement	Incentive System, in line with the yearly evolution of RAF the update of the Entry Conditions within the Group
expects from people to support and meet Group ambitious goals		process with the intemational investors and proxy advisors which has the aim to share and constructively exchange views on the changes	limits for capital and liquidity ratios;
		brought to the Policy. Over the years this dialogue enabled to receive	the introduction of a "gate" on MiFID Customer Profiling
		valuable feedback on the compensation approach as well as to	to bonus payout, to further strengthen the framework to
1.2 Employees working conditions, integral part of the remuneration policy		verify the alignment with intemational best practices and investors' expectations.	mitigate the risk of missing collection or updating of the MiFID interview;
while maintaining a central coordination to guarantee respect of the		Remuneration Policy approval timeline, 2021 can be considered a Considering the change of leadership and the 2021 Group	the previous 3-year deferral scheme) for non-Senior a new minimum 4-year deferral scheme (replacing
Group Welfare principles and guidelines. UniCredit People Strategy is focused on supporting the continuous		transition year for what concerns the UniCredit compensation	Management, in line with the CRD V provisions;
Several tailor-made initiatives to meet fundamental health and family development of its people and ensuring a positive working environment where all employees feel engaged and are committed to value creation		stratedy.
needs have already been established in most countries across the		Nonetheless, 2021 Group Remuneration Policy main changes are driven	Consob Issuers Regulation provisions transposing in Italy the alignment of remuneration policy governance rules to new
Group. UniCredit supports families with solutions such as flexitime and parental leaves, extensive services networks with qualified partners for The Welfare offer is based on four key Group pillars, namely Work-life balance, People caring, Well-being and Social reputation to suppor		by the aim to ensure the remuneration strategy may attract Directors, Executives and key people for the long-term objectives of the Group,	Shareholders Rights Directive II EU provisions:
family caring, financial support for employees with young children and colleagues at all stages of their lives. It represents an important solution		while complying with the latest regulatory updates. In particular.	introduction of a procedure to be applied in case a
family members with disabilities. outbreak, supporting colleagues throughout their personal, family and for colleagues, even more since the Covid-19 health emergency		review of the compensation policy target for Material Risk Takers	required, as foreseen by art. 123-ter of TUF, to ensure the derogation to elements of the remuneration policy is
Social dialoģue creates a balance between workers' needs and business professional challenges.		related to the total compensation which is set on the market	long-term sustainability of the Group;
needs by constantly verifying the continuity of initiatives and progress of projects over time. This innovative approach is the basis for Joint Welfare initiatives are locally developed and implemented in order to		market upper quartile) to attract and retain top-class talents; median as reference, with the possibility to increase (up to
Declarations between UniCredit and European Works Council on topics offer the right answer to each country's needs and special requirements,

assessed in performancemanegament processes

	2021 Group Remuneration Policy - 1. Overview and principles
POTIMO I

• enhanced evidence on the links among the remuneration policy, the corporate sustainability and ESG;
• performances and employee's average remuneration and compensation for governance bodies members, Group disclosure regarding the changes in individual related working conditions;
• FOCUS

Global Job Model

supports the management of people and processes at global level The Global Job Model is an organizational system that describes, standardizes and calibrates all jobs within UniCredit. Moreover, it Catalogue and Global Banding Structure. The latter is made of 9 in a simple, easy to understand and consistent way. Based on Global Job Model consists of two key elements: Global Job market practice, it is aligned with our business needs. global bands, the three highest bands are:

• Band 8: Group Chief Executive Officer;
• decisions that will impact on the entire organization and having responsibility for determining the Group business strategy and direct responsibility for a core part of the Group. As a general a strong influence on it, determining or strongly influencing rule, the SEVPs are first or second reporting lines to the CEO; Band 7: Senior Executive Vice Presidents (SEVP), having

changes in UniCredit's competitive positioning as well as specific Board of Directors, General Managers and other Executives with review on the Group Termination Payments Policy, reflecting disclosure is provided with reference to the members of the Strategic Responsibilities.

influence on defining the strategy of a division/competence line/ medium large Legal Entities or businesses. As a general rule, the department or having a strong impact on the results of large/ Band 6: Executive Vice Presidents (EVP), having significant EVPs are first reporting lines to the SEVPs.

~82,100 FTEs AT DECEMBER 2020

2. Governance

decision-making processes by controlling Group-wide remuneration practices and ensuring that decisions are made in an independent, informed and timely manner at appropriate levels, avoiding conflicts of The UniCredit compensation governance model aims to assure clarity and reliability of remuneration interest and quaranteeing appropriate disclosure in full respect of the general principles defined by regulators.

2.1 Corporate Bodies and Committees

2.1.1 Role of the Remuneration Committee

Governance Code"), the Remuneration Committee has been established corporate governance issued by the Bank of Italy and with the ones of the Corporate Governance Code of Listed Companies ("Corporate by the Board, vested with research, advisory and proposal-making responsible, pursuant to the Supervisory Authority provisions on In order to foster an efficient information and advisory system to enable the Board to better assess the topics for which it is DOWERS.

Remuneration Committee relies on the support of internal corporate In particular, the Remuneration Committee is entrusted with the role incentive schemes are appropriately updated to take into account all of providing advice, opinions and proposals submitted to the Board Management and Group Compliance functions, respectively for the topics under their scope. In particular, the Group Chief Risk Officer is of the risks that the Bank has taken on, pursuant to methodologies in compliance with those adopted by the Bank in managng risk for invited, upon need, to attend Committee meetings to ensure that of Directors with regard to the Group remuneration strategy. The functions and, in particular, of Group Human Capital, Group Risk regulatory and internal purposes.

Watson as external advisor, to ensure that remuneration and incentive constantly updated on the market evolution, remuneration dynamics Moreover, the Committee avails itself of the support of Willis Towers regarding the remuneration policy for corporate officers) as well as systems embed the Bank's risk, capital and liquidity profiles (e.g. and regulatory framework.

line with the Code's provisions, are all non-executive and the majority of above mentioned Bank of Italy supervisory arrangements and also in of the Remuneration Committee, which was instituted based on the The Remuneration Committee was founded in 2000. The members them independent.

members pursuant to the Corporate Governance Code, the Articles of The Committee consists of three non-executive and independent

Association and art. 148, paragraph 2 of TUF (the Consolidated Law on Finance). The activities of the Committee are coordinated by the Chairman, chosen among them. All members meet the requirements of professionalism, in accordance Some members have specific technical know-how and experience on any further corporate offices they hold in other companies or bodies with current normative and regulatory dispositions and ensure that availability required to hold the office of member of the Committee. (including foreign ones) are compatible with the commitment and financial matters or remuneration policies.

collaboration with the other committees are ensured by the presence, The consistency with Risk Appetite Framework and, in general, the in the Remuneration Committee, of one member of the Internal Controls & Risks Committee.

takes care of the minutes. In addition, the Head of Group Human Capital The Committee appoints - on the proposal of the Chairman - a Secretary the Chairman of the Committee in the preparation of the meetings and (or his delegate) attends the Committee meetings and, when necessary who is not a member of the Committee itself. The Secretary supports Financial Officer or the Head of Internal Audit) may be invited as well. based on the topic discussed, the members of Senior Management team (e.g. the Head of Group Risk Management, the Group Chief

Moreover, the Committee members regarding whom the Committee is called upon to express its opinion on their remuneration as a result of their specific assignments shall not attend meetings at which the proposals for such remuneration is determined. The Chairman of the Remuneration Committee at the earliest available meeting informs the Board of Directors about the activities camed out in the meetings by the Committee itself. The Remuneration Committee shares, at the end of their meetings, the discussed documentation with the Board of Statutory Auditors, without prejudice to the possibility for the Statutory Auditors to attend the meetings.

July:	2.1.2 Role of the Internal Controls & Risks	With regard to remuneration in favor of persons qualifying as
· Gender Neutral Remuneration;	Committee	Regulation 17221/2021 and Bank of Italy Circular no. 285/2013 do related parties, it should be noted that the provisions of Consob
October:	The Internal Controls & Risks Committee supports the Board of	not apply to:
Local Adaptations to Group Remuneration Policy;	Directors on risk management and control-related issues.
Previous year Bonus Payout and Group Salary reviews final update:	The Internal Controls & Risks Committee, among the other tasks:	shareholders' resolutions pursuant to art. 2389, para graph 1 of the Italian Civil Code, relating to the remuneration of
	without prejudice to the competencies of the Remuneration	members of the Board of Directors, as well as to the resolutions
November.	Committee, checks that the incentives underlying the	concerning the remuneration of Directors vested with special
Emerging trends in Market Compensation Practices;	remuneration and incentive system comply with the RAF,	duties falling within the overall amount previously determined
Competitive assessment of compensation package for CEO	particularly taking into account risks, capital and liquidity;	during the Shareholders' Meeting pursuant to art. 2389,
Goal Setting for the upcoming year for Executives with and Executives with Strategic Responsibilities;	for the Head of Internal Audit function, issues its opinion on	paragraph 3 of the Italian Civil Code;
Strategic Responsibilities	setting the remuneration and the performance goals associated	shareholders' resolutions pursuant to art. 2402 of the Italian
December.	with its variable portion in line with the company policies;	Civil Code, relating to the remuneration of members of the Board of Statutory Auditors;
Group Material Risk Takers - Final Outcome;	is involved, within its specific remit, in the process of identifying
Compensation review for Executives with Strategic	Material Risk Takers on an on-going basis.	remuneration plans based on financial instruments approved by
Preliminary discussion on Bonus pool distribution. Responsibilities;	2.1.3 Role of the Board of Statutory Auditors	the Shareholders' Meeting pursuant to art. 114-bis of Legislative Decree no. 58 of 1998 and their implementation;
	Within the "traditional" management and control system UniCredit	resolutions, other than those referred to at art. 2389, first
	has adopted, the Board of Statutory Auditors is responsible for	paragraph of the Italian Civil Code, concerning the remuneration
	overseeing the effective administration of the company.	of the Directors vested with special duties and the other
	The Board of Statutory Auditors, among the other tasks:	Executives with strategic responsibilities provided that: i)
policy for corporate officers (members of Board of Directors, Board issues opinions to the Board of Directors on the remuneration	is consulted with regards to the remuneration of UniCredit's	UniCredit S.p.A. has adopted a remuneration policy approved by the Shareholders' Meeting; ii) the Remuneration Committee of
of Statutory Auditors and Supervisory Board) at Group companies;	Directors holding specific roles with a special focus on the	UniCredit S.p.A., consisting exclusively of non-executive, mostly
	remuneration of the CEO and the approval of Group financial	independent, Directors, was involved in the definition of the
coordinates the process for identifying Material Risk Takers on	instrument-based incentive schemes;	remuneration policy; iii) the remuneration awarded is identified
an on-going basis:		in accordance with this policy and quantified on the basis of
	issues a mandatory opinion on the appointment, dismissal and	criteria that do not involve discretionary a ssessments.
directly oversees the correct application of nules regarding the	compensation of the Manager in charge of drafting company
remuneration of the Heads of Corporate Control Functions, working closely with the Board of Statutory Auditors;	financial reports;	involved, for the profiles of its own competence, in the preliminary With regard to remuneration, the Related Parties Committee is
works with the other committees, particularly the Internal Controls	expresses its opinion on decisions regarding the appointment and dismissal of the Heads of Corporate Control Functions;	investigation concerning:
& Risks Committee, to venfy that the incentives included in		transactions that do not benefit from the above-mentioned
compensation and incentive schemes are consistent with the	expresses an opinion regarding the remuneration of the Head	exemptions and/or other applicable exemptions;
Risk Appetite Framework (RAF), ensuring the involvement of	of Internal Audit in coherence with company policies.
the corporate functions responsible for drafting and monitoring		temporary exceptions to the remuneration policy that the
remuneration and incentive policies and practices;	2.1.4 Role of the Related-Parties Committee	Company intends to implement in the presence of exceptional circumstances (see paragraph 2.2).
provides appropriate feedback on its operations to the Board	The Committee operates on a consultative and proposition-making
of Directors, Board of Statutory Auditors and the Shareholders' Meeting:	basis in support of the Board of Directors. The Committee oversees
	to Consob Regulation no. 17221/2021 and transactions with issues concerning transactions with related parties pursuant
where necessary drawing on information received from relevant	associated parties pursuant to Bank of Italy Circular no. 285/2013,
corporate functions, expresses its opinion on the achievement of	carrying out the specific role attributed to independent directors by
the performance targets associated with incentive schemes, and on the other conditions laid down for bonus payments.	the aforementioned provisions.

personnel whose remuneration and incentive systems are decided

upon by the Board;

Within the scope of its responsibilities, the Remuneration Committee

FOCUS

Group Material Risk Takers – assessment methodology

and outcomes;

June: .

Previous year Group Incentive System payout;

March:

. .

Group Remuneration Policy and Report;

puts proposals to the Board regarding the remuneration and the members of the Board of Directors, the General Manager, Deputy General Managers, Heads of the corporate control functions and

performance goals associated with its variable portion, for the

Bonus pool distribution including approval of capital increase

February:

.

Report on previous year severance payments;

Yearly Group Incentive System;

January: .

-

2021 Group Remuneration Policy - 2. Governance

Section I

The "standard" topics discussed along the year" are:

Evaluation, payout and execution of previous years plans for

.

LTI status progress and individual allocation;

.

Executives with Strategic Responsibilities >

related to previous years incentive plans;

of Italy provisions, as well as on the outcomes of the application of

such citeria;

significant employees, as identified pursuant to the relevant Bank

exercises oversight on the criteria for remunerating the most

.

policy for Senior Executive Vice Presidents, the Group Management Team (Executive Vice Presidents) and the Leadership Team (Senior

issues opinions to the Board of Directors on the remuneration

issues opinions to the Board of Directors on the Group incentive

Vice Presidents);

schemes based on financial instruments;

Section I

The excutive with Street Revel bevels and responsible, di the lanning faction and the child of the child of the child of the child of the child in the child in the crise of t Rease consider the time ine and topics as indicative a naddition, no edition, no ed raminary topics a eshoun N K

2.2 Definition of the Group Remuneration Policy

and then presented to the shareholders' Annual General Meeting for On an annual basis, the Group Remuneration Policy, as proposed by the Remuneration Committee, is defined by the Board of Directors, approval, in line with regulatory requirements.

Risk Management and other relevant functions (e.g. Group CFO) and Committee. Once approved at the UniCredit Annual General Meeting, bodies in the relevant Legal Entities across the Group in accordance Group Human Capital function with the involvement of the Group the Group Remuneration Policy is formally adopted by competent is validated by the Group Compliance function for all compliance-In particular, the Group Remuneration Policy is drawn up by the related aspects, before being submitted to the Remuneration with applicable local legal and regulatory requirements.

the entire organization and shall be reflected in the remuneration The principles of the Group Remuneration Policy are valid across practices applying to employee categories across businesses, including staff belonging to external distribution networks, considering their remuneration peculiarities.

a centralized and consistent management of compensation and With specific reference to Group Material Risk Takers, the Group Human Capital function establishes guidelines and coordinates incentive systems.

Legal Entities, countries and divisions apply compensation framework In compliance with Group Remuneration Policy and local regulation, for all employees.

on specific regulations and/or business specifics, consistent with the Furthermore, the elements of the Policy are fully applied across the entire Material Risk Taker population, with local adaptations based overall Group approach.

implementation of the Group plan should have some adverse effects local adaptations allow the achievement of the same results if the (legal, tax or other) for the Group companies and/or beneficiaries Being fully compliant with the principles of the incentive plans, residing in countries where the Group is present.

Takers fully complies with Bank of Italy requirements and European Implementation of Group incentive plans for Group Material Risk guidelines, and at the same time considers: local needs to adopt altemative solutions as necessary according to local reģulators;

• Audit outcomes, in each junsdiction, on the implementation of the incentive systems;
• specificities, with focus on the reconciliation of local differences further needs to introduce corrective measures to address local and home/host regulatory roles.

performance indicators rather than the Group ones, the ratio between Policy usually concern the use of financial instruments different from The main adjustments regarding the implementation of the Group variable and fixed remuneration, malus and claw-back procedure, the UniCredit shares, the thresholds and deferral schemes, local considering an alignment to the regulatory provisions and local eculiarities.

As provided for by Legislative Decree 49/2019, which transposed the Shareholders Rights Directive II into the legal system by amending UniCredit may, in exceptional circumstances, temporarily derogate the Consolidated Law on Finance (TUF), in force since June 2019, from the remuneration policy.

in which the derogation from the remuneration policy is necessary to serve the long-term interests and sustainability of the company as a back to the general cases provided for by art. 123 ter of TUF, namely Exceptional circumstances shall cover situations that can be traced whole or to assure its viability.

parties, associated persons and corporate officers pursuant to art. 136 without prejudice to compliance with legal and requlatory constraints In the event of such exceptional circumstances, the Board of Directors, reasoned favorable opinion of the Related Parties Committee (issued TUB, irrespective of whether there is an exemption under the Global economic parameters of the Group Incentive System and the Group Policy in this case), may resolve on specific temporary derogations, the reference pay-mix CEO, General Manager and Executives with in accordance with the Global Policy on transactions with related limited to the contents of the Remuneration Policy related to: (i) Strategic Responsibilities, (ii) the reference pear group, (iii) the as proposed by the Remuneration Committee and subject to Long-Term Incentive Plan. UniCredit provides information on any derogation to the remuneration policy applied in exceptional circumstances within Section II Remuneration Report, in the following year.

2.3 Role of the Corporate Control Functions

2.3.1 Role of the Compliance Function

definition of compensation policy and processes and to evaluate The Compliance function operates in close coordination with the Human Capital function, in order to support the design and the them from a compliance standpoint.

evaluates, in coherence with the goal to be compliant to regulations the Group Remuneration Policy and the incentive systems for Group for the design - by Human Capital functions - of compliant incentive personnel as drawn up by Human Capital function. It provides input In particular, the Compliance function, through its structures, systems, as far as it is concerned.

defined by Group Human Capital function, with the involvement and the overall qualitative assessment of economic sustainability and of and Compliance function. This is to ensure consistency with the collaboration of Group Risk Management and Finance functions, for goal of complying with regulations, articles of association and any other code of ethics or other standards of conduct applicable to the bank, so that legal and reputational risks mostly embedded in the relationship with customers are duly contained (ref. Bank of Italy). The Group Incentive System for Material Group Risk Takers is risk.

The Compliance function is also involved in the assessment process for the definition of the Material Risk Taker population, for all compliance-related aspects.

In accordance with the regulatory framework and the UniCredit by Group Human Capital function, in collaboration with Group governance, the guidelines for the definition of the incentive systems for non-Material Risk Taker population are arranged Compliance function.

features of incentive systems and submit them to the reference At local level, the Human Capital structures define the detailed Compliance structures.

2.3.2 Role of the Risk Management Function

processes based on informed decisions taken by corporate bodies and through policies that support risk management, rigorous governance the definition of compensation plans that include the strategic risk appetite defined by the Risk Appetite Framework, the time horizon UniCredit ensures the alignment between remuneration and risk and individual behaviors. The Risk Management function is constantly involved in the definition Material Risk Taker population. This involvement implies explicit link appraisal as well as for the assessment process to define the Group Risk Appetite Framework, the validation of performance and pay, so between the Group incentive mechanisms, selected metrics of the processes, in the identification of objectives, for the performance of the remuneration policy, incentive system and compensation that incentives are linked to the risk taking and management.

2.3.3 Role of the Internal Audit Function

As part of the remuneration system governance process, the Internal Audit function assesses the implementation of remuneration policies and practices, performing checks on data and internal procedures, in line with its internal policies and procedures. The function evaluates improving it and bringing to the attention of the relevant functions and bodies any potential weakness, for the adoption of appropriate the compensation process, providing recommendations aimed at corrective measures.

2.4 Material Risk Takers identification process

professional activities have a material impact on an institution's risk Material Risk Taker population (i.e. those categories of staff whose profile) is annually reviewed and on an ongoing basis considering to qualitative and quantitative criteria defined by CRD V and EBA and local level, according to the regulatory requirements related a structured and formalized assessment process both at Group Regulatory Technical Standards (RTS).

This process is internally defined through specific guidelines issued by Group Human Capital function, with the involvement of Group Risk Management and Group Compliance, in order to guarantee a common standard approach at Group level.

Starting from 2010, UniCredit has regularly conducted a

2.4.1 Process

to whom, according to internal/extemal regulations, specific criteria self-evaluation to define the Group Material Risk Takers population for remuneration and incentive requirements are adopted. Since 2014, UniCredit Group has a Material Risk Takers identification 604/2014. Since 2019, as foreseen by Bank of Italy Circular 285, the Group Remuneration Policy and Report. Starting from 2021 Material Risk Takers identification process is an integral part of process following the Commission Delegated Regulation (EU)

This Policy regulates the Matenal Risk Takers identification process annually, on an ongoing basis, at both local and Group level, and it also considers Agents involved in financial activities, Insurance The Matenal Risk Takers identification process is performed in the new EBA RTS regulatory provisions. Agents and Financial Advisors.	not be considered as Material Risk Takers, activates the process for		assessed against the Group risk profile, as foreseen by the regulatory
	exclusion, involving, where requested, competent authorities.		requirements.
		staff members with managerial responsibility over
	Bank or In particular, UniCredit transmits to the European Central	the institution's control functions (Internal Audit, Risk	2.4.3 Preliminary results of the identification
	the Bank of Italy timely, and in any case within six months of the	Management, Compliance and other functions as locally	process
	closing of the previous financial year, the request for authorization	defined) or material business units or for specific topics (e.g.
	for personnel with total remuneration amount equal or higher	accounting policies, finance, human resources);	The 2021 Material Risk Taker population was updated at the
	than 750,000 Euro or within the 0.3% of the personnel which was		beginning of the year based on preliminary application of the new
and defines the roles and responsibilities of involved functions. In	awarded the highest total remuneration in the previous financial	staff members with managerial responsibilities for specific	regulatory framework.
year. particular:		risk categories, including voting members within relevant
		Committees, credit risk exposures, authority on certain	In January 2021, the preliminary result of the assessment process to
Human Capital leads the identification process defining a	Bank or Furthermore, the institution informs the European Central	transactions and authority on the introduction of new	define the Group Material Risk Taker (GMRT) population was broadly
consistent approach at Group level through specific guidelines;	the Bank of Italy in case personnel with total remuneration amount	products:	in line with the one of last year.
	equal or higher than EUR 500,000 and lower than 750,000 Euro
Risk Management leads the identification process of positions	have no material impact on Material Business Units (the notification	quantitative:	Amongst the total of GMRT belonging to the Business Functions,
is no more requested). with material impact on an institution's risk profile of a material			for whom the adoption of a maximum ratio between variable and
business unit;		staff members entitled to significant total remuneration	fixed remuneration of 2:1 can be applied, it is highlighted that the
	The identified personnel within the Material Risk Takers perimeter	equal to or greater than EUR 500,000 and equal to or	expected number of GMRT with variable remuneration exceeding
Compliance verifies the proper application of what is envisaged	are informed through individual written notice.	greater than the average remuneration awarded to the	the 1:1 ratio is about 100.
by Requlatory Technical Standards, Group Material Risk Takers		members of the institution's management body and senior
Internal Guidelines and specific regulation.	Homan Capital, Risk Management and Compliance repeat the	management, having a significant impact on the MBU's risk	In line with EBA and Bank of Italy provisions, UniCredit or the Group
	process of exaluation throughout the year with the goal to update	profile (i.e. when Credit, Market or Operational RWA proxy is	Legal Entities will evaluate the possibility to activate, in case of no
Group Legal Entities are actively involved in the identification	the list of Material Risk Takers based on specific events occurring	equal or above the 2% of the institution/Group);	material impact on Group/institution risks, the exclusion process, as
process of Material Risk Takers coordinated by UniCredit SpA.	during the year (e.g. appointment, hiring, organizational changes		per the foreseen regulatory timeline.
sharing with the Holding Company all necessary information as per	and any other relevant event), ensuring the process is performed	staff member has been awarded in the preceding financial
received indications.	continuously and that the re-evaluation of the Material Risk Takers	year a total remuneration that is equal to or greater than
	perimeter is submitted to the Group Board of Directors, after being	EUR 750,000;
Specifically, the Group Legal Entities are obliged to identify Material	discussed in the Group Internal Controls and Risks Committee and
Risk Takers on an individual basis, in compliance with the local or	in the Group Remuneration Committee.	staff member is within the 0.3% of staff who have been
sector-specific regulations, and will adopt the same Group criteria		awarded the highest total remuneration in the preceding
2.4.2 Criteria applied at local level following operational and interpretative		financial year within an institution with over 1,000
guidelines issued by the Group, which assures the overall		members of staff (for individual identification purposes at
consistency of the identification process Group wide. In any event,	CRD V and EBA RTS set the regulatory standards concerning	Legal Entity level only);
each Legal Entity is responsible to be compliant with the provisions	qualitative and quantitative criteria to identify categories of
directly applicable to them.	staff whose professional activities have a material impact on	internal:
	The an institution's risk profile (so called Material Risk Takers).
The Holding Company, considering the outcomes of the evaluation	identification process is based on the Material Business Unit	all Group personnel with "Senior Vice President" & above
performed by the various entities as specified above, consolidates	(MBU) definition that, for consolidation purposes at Group level, is	banding as defined in the Global Job Model (the role
calculated as: results with the goal to identify Group Material Risk Takers.		clustering system adopted by the Group);
Management, after data consolidation and harmonization, presents Subsequently, Group Human Capital together with Group Risk	any Legal Entity/ Division with an allocated Group Internal Capital equal or greater than 2%;	remuneration higher than Group defined thresholds all personnel awarded in the previous year a Total
documentation to the Group Internal Controls and Risks Committee
and to the Remuneration Committee for discussion and finally	organizational units within a Legal Entity with an allocated	all staff receiving UniCredit shares from Non Standard
submits for approval to the Group Board of Directors:	capital based on proxies equal or greater than 2% at Group level;	Compensation awards;
· core business lines. the methodology and evaluation process for Material Risk		all incumbent with any other additional criteria linked to
Takers both at Group and local level;		managerial decision, to be supported by rationale.
	Additionally, criteria (here below simplified) are distinguished in:
the outcomes of the evaluation process;		The Material Risk Taker identification process is performed at Legal
· qualitative:		Entity level using the above qualitative, quantitative and internal
the possible exclusion of "high earners" from Group Material Risk		criteria assessed against the institution's individual risk profile and
Takers.	all members of the management body and senior
	management (i.e. those who exercise executive functions
Indeed, at the end of the evaluation process, if UniCredit determines	within an institution and who are responsible, and

2021 Group Remuneration Policy - 2. Governance

2021 Group Remuneration Policy - 2. Governance

Section I

Section I

1. To be presented by end of June 2021 to Uniced SpA Internal Contrids. Reis Comittee Renvirention Cornitiee and Board of Directors

5 The saff ne risuitin the 0,3% of the Hd dirg Corpany staff may higher integral fight integral fighted total renoversion in the present in the presed m financial year within the institution.

2.5 Compensation to Directors, Statutory Auditors and Executives with Strategic Responsibilities

Statutory Auditors. The compensation paid to non-Executive Directors and Statutory Auditors is not linked the performance of the responsibilities assigned. This policy applies to non-Executive Directors as well as The remuneration for members of the administrative and auditing bodies of UniCredit is represented only by a fixed component, determined on the basis of the relevance of the position and the time required for to the economic results achieved by UniCredit and they do not take part in any incentive plans based on stock options or, generally, based on financial instruments. The remuneration policy for members of the corporate bodies of the Group Legal Entities is based on the same principles, consistently with the local requiatory requirements.

> Board of Directors

Board of Directors presented its list of candidates for the renewal of this with a proposal on the remuneration of the new Board of Directors and Body at the Shareholders' Meeting called for April 15, 2021, together In accordance with UniCredit's Articles of Association, the outgoing its Committees

new Board of Directors to be submitted to the Shareholders' Meeting Remuneration Committee and more generally the Board of Directors Human Capital and Group Corporate Affairs functions supported the in the formulation of a proposal to revise the remuneration for the of April 15, 2021, including attendance fees for participation in During the end of 2020 and the beginning of 2021, the Group meetings of the Board and its Committees. In formulating the proposal for the remuneration of the members of the Administrative Body, the following elements were considered, among others:

• the reduction of the number of Directors;
• consultant, Willis Towers Watson relating to the remuneration of members of the Board of Directors and Board Committees in market benchmark data - provided by a leading independent the so-called "peer group" and in the major financial services companies in the FTSE MIB:
• individual Committees, in terms of time commitment (average the commitment required in relation to the activities of the duration of meetings) and scope of activities.

> Board of Statutory Auditors

substitute Auditors, ensuring the balance of genders. The appointed Auditors remain in office for three financial years with the relative term expiring on the date of the Shareholders' Meeting called to Pursuant to Clause 30 of the Company's Articles of Association, the Ordinary Shareholders' Meeting is required to appoint five permanent Auditors, amongst whom the Chairman, and four

approve the financial statements for the third financial year of their ffice

Meeting is called to resolve also on the annual remuneration due to the permanent members of the Board of Statutory Auditors for the entire term of office. No remuneration review is foreseen for 2021. Contextually, in addition to the appointment, the Shareholders'

> CEO and Executives with Strategic Responsibilities

Responsibilities" with own resolution, for the application of all related The Board of Directors also identifies the "Executives with Strategic corporate and regulatory laws.

of Group Legal, co-Chief Operating Officers (one of which also General Officer, Head of Group Human Capital, Chief Compliance Officer, Head Central Eastern Europe, Head of Finance & Controls, Group Chief Risk Commercial Banking Western Europe, co-CEOs Commercial Banking At the beginning of 2021, the group of Executives with Strategic Responsibilities is composed as follows: Group CEO, co-CEOs Manager ad interim) and Head of Internal Audit.

between market median and upper quartile of the UniCredit EU peer remuneration framework is based on a fixed compensation defined n line with the 2021 Group Remuneration Policy, the CEO mun

order to foster the alignment of the interests between the designated subject to minimum prudential requirements at the time of payment, maximum variable remuneration of 200% of fixed compensation. In The CEO position, in line with the May 13, 2014 AGM decision, has a Board of Directors has approved a share-based award, representing CEO and the shareholders, already in the first year in the role, the ot subject to performance conditions, malus or claw-back, while the full variable remuneration for 2021, payable in two tranches, therefore allowing him to be compliant with the Group share ownership guidelines.

The proposed remuneration structure for 2021 is strictly linked to the based long-term and short-term incentives will be applied to the CEO. first year of the mandate. For 2022 onwards a mix of performance

remuneration package linked to the Co-Chief Operating Officer role he

s maintaining.

appointment of the new CEO. For the General Manager, the Board of

Directors has defined a role based allowance on top of his current

Strategic Responsibilities the 2021 reference pay-mix considering the

Based on the incentive systems in place, for the Executives with

maximum achievement of variable remuneration is represented in

the following summary.

at compensating Mr. Orcel for the possible reduction or cancellation of The remuneration package does not include any remuneration aimed remunerations deriving from previous employments (so called "buy out" as regulated under Circular 285/13 of Bank of Italy).

UniCredit SpA Mr. de Marchis will remain General Manager until the In order to ensure full managerial continuity, the Board of Directors appointed Mr. Ranien de Marchis as General Manager ad intenim of

2021 reference pay-mix for the Executives with Strategic Responsibilities

e கூக dn the cleandin case of neastin constitucod doeas including the lovers to the loved on the loved on the love include line forminentive Roming quot Shot for incentive R

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as D&O Policy. For the Directors and the Statutory Auditors, this benefit he members of the administrative and control bodies as well as the liability insurance policy, the "Directors & Officers Policy", also known Executives with Strategic Responsibilities benefit from a specific civil is approved by the Shareholders' Meeting.

permanent disability insurance coverage resulting from injury The Chairman of the Board of Directors is entitled to life and occurring under any circumstances.

Directors benefit from life and permanent disability insurance coverage The Directors, Statutory Auditors and the Secretary of the Board of ansing from accidents that occurred while performing the specific duties of the position.

company treatment, provided for the Dirigenti population, relating to health care and life and permanent disability cover, in line with the The Executives with Strategic Responsibilities benefit from the band to which they belong under the Global Job Model.

Any benefits provided on an "ad personam" basis shall be managed in compliance with applicable regulations.

3. Compliance and Sustainability Drivers

particular reference to network roles (also including credit intermediaries) To support the design of remuneration and incentive systems®, with sustainability drivers" have been defined, in line with the applicable and Corporate Control Functions, the following "compliance and redulation .

> Remuneration general principles

• Maintain an adequate balance of fixed and variable compensation high in order to allow the variable part to decrease, and in some business performed. The fixed portion is maintained sofficiently elements also with due regard to the role and the nature of the extreme cases to drop down to zero;
• practices of reference and in line with the long-term interests of the compensation, consistent with the strategies, market and business set an appropriate mix between short and long-term variable
• variable remuneration, should contribute to the business strategy, long-term interests and sustainability of the company and should foresee that the remuneration policy, with specific reference to not be linked entirely or mainly to short-term objectives;
• policies are consistent with the integration of sustainability risks. include in the remuneration policies information on how those

> Incentive Systems

• Build incentive systems based on profitability, financial stability, sustainability and other drivers of sustainable business practice. with particular reference to risk, cost of capital and efficiency;
• in consideration of overall Group, country/division performance. design flexible incentive systems so to manage payout levels results and individual achievements, adopting a meritocratic approach to selective performance-based reward;
• risk-taking behaviors in excess of the Group's strategic risk appetite; in particular the incentive systems should be coherent to the Risk design incentive systems which do not, in any way, induce Appetite Framework ("RAF");
• value driver achievements with external measures of value creation design forward-looking incentive plans which balance intemal key relative to the market;
• design incentive systems to set minimum performance thresholds below which zero bonus will be paid. In order to maintain the

Company Financial Reports, provide a maximum threshold for the progressive reduction of the bonus pool, which can be phased out an approval process including a governance step by the Board of for Human Resources and the Manager in Charge of Drafting the to zero only in presence of exceptionally negative situations with adequate independence levels for Corporate Control Functions, Directors:

case of behaviors, by relevant persons or credit intermediaries, that a significant breach of the rules contained in Title VI of the TIJ.8 the relevant implementing provisions or Codes of Ethics or Conduct for have caused or contributed to significant damage to customers or it to be reduced (even significantly) or zeroed, for example in the subject the remuneration to correction mechanisms that allow the protection of customers applicable to the intermediary.

> Goals and performance management

• considering also other performance measures as appropriate, for example risk management, adherence to Group values or other Maintain an adequate mix of economic and non-economic (quantitative and qualitative) goals, depending on the role, oehaviors:
• descriptions of expected performance and the person in charge for of objective parameters to be considered in the evaluation, the accompany the qualitative measures by an ex-ante indication the evaluation:
• relate the non-economic quantitative measures to an area for which the employee perceives a direct link between her/his performance and the trend of the indicator;
• quality, operational risks, application of MiFID principles, products and level of satisfaction, risk as well as to compliance (e.g. credit sales quality, respect of the customer, Anti Money Laundering qualitative), where relevant, goals related to customer loy alty include among the non-economic goals (quantitative and requirements fulfillment);
• set and communicate ex-ante clear and pre-defined parameters as drivers of individual performance;
• avoid incentives with excessively short timeframes (e.g. less than three months);
• promote a customer-centric approach which places customer constitute an incentive to sell unsuitable products to clients; needs and satisfaction at the forefront and which will not
• Notelling thire party incertives
  Including thriup providers Tharquares: of barking and francial transations and sevices Farnes of reactions between internediativs and clie

  - Title VI of the Corsditated Barking Act. Transcency of contractual conditions and relations with clients.

take into account, even in remuneration systems of the external	is linked, among others, to the long term quality of credit	consider claw-back actions as legally enforceable on any	to risk underwnting, sales processes of banking and financial
networks (financial advisors), the principles of fairness in relation	exposures;	performance-based incentive paid out on the basis of a pretext	products and services, internal code of conduct or values breach;
protection and loyalty of customers, compliance with the provisions with customers, management of legal and reputational risks,	includes, in terms of performance objectives and targets,	subsequently proven to be erroneous;	require employees to undertake not to use personal hedging
of law, regulatory requirements, and applicable self-regulations;	credit quality metrics and is in line with credit risk appetite;	include clauses for zero bonus in circumstances of non-compliant	strategies or remuneration and liability - related insurance
		behavior or qualified disciplinary action, subjecting payout to the	to undermine the risk alignment effects embedded in their
create incentives that are appropriate in avoiding potential	define, for Commercial Network Roles, goals that include drivers	absence of any proceeding undertaken by the company for irregular	remuneration arrangements.
conflicts of interest with customers and in terms of market	on quality/niskiness/sustainability of the products sold, in line with	activities or misconduct of the employee with particular reference.
manipulation, considenno fairness in dealing with customers and	client risk profile. Particular attention shall be paid to the provision
the endorsement of appropriate business conduct and usage of	of non-economic goals for customer facing roles selling products
privileged information (e.g. benchmark contributors);	covered by MiFID. For these employees, the incentives must be
	defined in a way to prioritize customer loyalty and satisfaction and	Drivers for Commercial Campaigns and for Infra year	in any case conditions of potential conflicts of interest with
consider performance on the basis of annual achievements and	at the same time avoid potential conflicts of interest towards them;	bonus	customers, and coherently with relevant regulatory provisions
their impact over time:			(e.g. MiFID, EBA Guidelines on the sale of banking products and
	foresee, for the staff responsible for handling complaints, indicators	Within network roles incentive systems, particular attention is paid	services):
include elements which reflect the impact of individual's/business	taking into account, among other things, the results achieved in	to "Commercial Campaigns" and "Infra year bonus", which may be
units' return on the overall value of related business groups and	handling complaints and the quality of customer relations;	organized after receiving an opinion on the admissibility from the	ensure consistency between the Campaign's objectives with the
organization as a whole;		competent Committee (e.g. Product Committee). They represent	objectives set when defining the budget and when assigning
	indicate clearly within all rewarding system communication	business actions aimed at providing guidance to the sales network	targets to the sales network;
avoid bonuses linked to economic results for Corporate Control	and reporting phases that the final evaluation of the employee	towards the achievement of the period's commercial targets (also
Functions3, for Human Resources and Manager in Charge of	achievements will also rely, according to local requirements on	intermediate, for instance on a half-year basis) and with a direct	avoid Commercial Campaigns on a single financial or banking
Drafting the Company Financial Reports and set, for the employees	qualitative citeria such as the adherence to compliance and Code	impact on the budget and related incentive systems.	product/financial instrument;
in these functions, individual goals that shall reflect primarily the	of conduct principles;
performance of their own function and that will be independent of		Among the distinctive features of the commercial campaigns	include clauses for zero bonus payment in case of relevant
the results of monitored areas, in order to avoid conflict of interest;		and of the infra year bonus, there is the expectation of the award	non-compliant behavior or qualified disciplinary actions;
	put in writing, document and make available for the scrutiny of
	independent checks and controls the entire evaluation process;	- in cash or non-monetary reward. Commercial Campaigns and
recommend the approach for Corporate Control Functions also		Infra year bonus can also help the function to accelerate the	avoid Campaigns which - not being grounded on objective and
where possible conflicts may arise due to the function's activities.	define ex-antethe evaluation parameters, for those cases where	achievement of certain objectives of the incentive system. The	customer interests related basis - may directly or indirectly lead
In particular, this is the case of functions (if any) performing only	individual performance evaluation systems are fully or partially	grant of awards must be subordinated to behaviors compliant with	to breaching the rules of conduct regarding dients;
control activities pursuant to internal/external regulations such as	focused on a managenal discretional approach. These parameters	the external and intemal regulations.
in some structures in Accounting/ Tax structures10;	should be predetermined, clear and documented to the manager		avoid Campaigns lacking a clear indication of the targets and
	in due time for the evaluation penod. Such parameters should	Under no circumstances may the system of remuneration and	of the maximum level of incentive to be granted for achieving
ensure independence between front and back office functions in	reflect all applicable regulation requirements44 (including the	evaluation of the sales network employees constitute an incentive	those targets;
order to guarantee the effectiveness of cross-checks and avoid	balance between quantitative and qualitative parameters). The	to sell products unsuitable to the financial needs of the clients.
conflict of interest, with a particular focus on trading activities,	results of managerial discretional evaluation should be formalized	particular, the following "compliance and sustainability drivers"	avoid, in general, Campaigns related to specific commercial
as well as ensuring the appropriate independence levels for the	for the adequate and predefined monitoring process by the proper	have been defined:	objectives that provide benefits for higher hierarchical levels or
functions performing control activities;	functions and an appropriate repository should be created and		to the budget of the higher territorial structure.
	maintained (eg. inspections/request from the Authorities);	set-up of the incentive mechanisms using criteria which are
define incentives that are not only based on financial parameters		consistent with the best interest of the client, and which avoid
for personnel providing investment services and activities, taking	do not link goals, for research management and analysts, to any
into account the qualitative aspects of the performance; this in	financial transactions or revenues of single business areas, but for
order to avoid potential conflicts of interest in the relationship with	example consider linking them to the quality and accuracy of their
customersli	reports	The remuneration policies drawn up in accordance with the	The indication of the role and functions of relevant persons is
		Transparency regulation13 include an indication of the number of	provided by area of activity, without prejudice to the distinction
avoid incentives on a single product or financial instrument or	> Payout	relevant persons and credit intermediaries to whom they apply, as	between persons who offer products directly to customers and
specific categories of financial instruments, as well as single		well as the role and functions held by them.	persons to whom they report hierarchically.
banking/insurance product;	Defer performance based incentive payout, as foreseen by
	regulatory requirements, to coincide with the risk timeframe
avoid an incentive for the joint selling of the optional contract and	of such performance by subjecting the payout of any deferred
the financing as opposed to the sale of the financing alone, where	component until actual sustainable performance has been
the contract offered in conjunction with the financing is optional;	so that demonstrated and maintained over the deferral timeframe,
	of the the variable remuneration takes into account the time trend
promote prudent credit growth and appropriate risk-taking	risks assumed by the bank (i.e. malus mechanisms);
behavior, and not encourage excessive risk taking; variable
remuneration of the staff involved in credit granting:

Compliance and Sustainability Drivers 2021 Group Remuneration Section I

Section 1 Allite Dr

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11. As for earning with referent with referend ndizis and packer Tech Maning Internal.vut, Risk Marketing pusunt blakk filaj cicular 255 d December 2, 200, 20- uper dread en 2008 vier Corde 2004 vier Corde corde corde corde corder

1. Bark of taly "Transparency of barking and sevices and sevices -Faires of dations between internedialized and dierts.

UniCredit • 2021 Group Remuneration Policy and Report 35

					4. Compensation Framework
	Role/position covered	Subjects that offer products directly to customers	respond hierard Subjects to which t
	Senior Banker/Deputy Area Manager	450	175	Within the framework provided by the Group Remuneration Policy,	compensation elements, consistent with market trends and intemal
	Branch Manager (including deputy, it any)	2,053	115	UniCredit is committed to ensuring fair treatment in terms of	analysis performed.
	Commercial Coordinator/ Team Leader	ਨ ਦੇ ਪੈਂ	209	compensation and benefits regardless of age, race, culture, gender, disability, sexual orientation, religion, political belief and marital	Moreover, the Board of Directors annually approves the criteria and
	Private Banking/Wealth Management relationship manager	652	65	status, as well as any other traits.	the features of the incentive plans for Material Risk Takers, ensuring the appropriate balance of variable reward opportunities within the
Employees	Retail affluent relationship manager	2,426	1,883	The total compensation approach of UniCredit provides for a balanced package of fixed and variable, monetary and	pay-mor structure.
	·············································································································································································· Retail mass market advisor	9,458	1,883	non-monetary elements, each designed to impact, in a specific manner the motivation and retention of employees.	Remuneration can be either:
	Small business relationship manager	1.296	127		fixed (e.g. salary) or
	Corporate banking relationship manager	886	81	In line with the applicable regulations, particular attention is paid to avoid incentive elements in variable compensation which may	· variable (e.g. short-term incentives, long-term incentives).
	Product specialist	173	23	induce behaviors not aligned with the company's sustainable business results and risk appetite.	Within this section details are provided also with regards to the following topics:
	Lommercial assistants/statt	. 1.661	. 252
	Adent in financial activity	येथे पेट्रो	নী	on the market median as reference, with the possibility to increase As a policy target, Material Risk Takers total compensation is set	Continuous Monitoring of Market Trends and Practices; Ratio between variable and fixed compensation;
Intermediaries Credit	·············································································································································································· Credit intermediary	1 d		(up to market upper quartile) to attract and retain top-class talents,	Share ownership guidelines.
& Financial Advisors	Other credit intermediaries .	. ।	. ਜ	able to improve UniCredit's competitive position, with individual positioning being defined on the basis of specific performance,	Additionally, according to their peculiarities, further remuneration
	Financial Advisor			potential and people strategy decisions, as well as UniCredit's performance over time	as described in this chapter and in line with regulatory framework components can be classified as fixed or variable remuneration
Data as of December 31, 2020.				structure for top positions, defining the mix of fixed and vanable With particular reference to the Material Risk Taker population, the Remuneration Committee, establishes the compensation the Board of Directors, on the basis of the proposal made by	· Non-standard compensation; and more precisely: Severance. Benefits;
					4.1 Continuous Monitoring of Market Trends and Practices
				At Group level, UniCredit analyzes the overall compensation	capitalization, total assets, business scope and dimension.
				trends of the market through a continuous benchmarking activity, in order to make informed decisions and a dopt competitive	At country/division level and as appropriate throughout the

2021 Group Remuneration Policy - 4. Compensation Framework Section I

2021 Group Remuneration Policy - 3. Compliance and Sustainability Drivers

Section I

conducted considering relevant peer groups to assure competitive

alignment with the market of reference.

For 2021, the European peer group, is confirmed and considers:

Banco Santander, Banque Populaire CE, Barclays, BNP Paribas,

Commerzbank, Credit Agricole, Deutsche Bank, ING, Intesa

Sanpaolo, NatiWest Group, Nordea Bank, Société Générale,

Standard Chartered and UBS.

considering the main European competitors in terms of market

The pear group is defined by the Remuneration Committee

The peer group is subject to annual review to assure its market

representativeness.

represent the international group-level peers of UniCredit (peer

Committee in the definition of the direct competitors that independent external advisor supports the Remuneration

group) with regards to whom compensation benchmarking

analysis is performed on market trends, practices and

compensation levels.

With specific reference to the Group Executive population, an

resources.

021 Group Remuneration Policy - 4. Compensation Framework

4.2 Fixed compensation

> Definition and objective

rrevocable, determined and given based on the pre-defined criteria and not discretionary, such as, in particular, the professional experience and responsibility level, that does not create an incentive to risk taking and Fixed remuneration is the part of remuneration that is stable and does not depend on the bank's performance.

which an individual works and for the skills and competencies that the Base salary is appropriate in the specific market for the business in individual brings to the Group. The relevance of fixed compensation weight is sufficient to reward the activity rendered even if the variable part of the remuneration package to reduce the risk of excessively risk-oriented behaviors, to discourage initiatives focused on short-term results and to allow a flexible bonus was not paid due to non-achievement of performance goals such as approach.

4.3 Variable compensation

> Definition and objective

revenues/other goals) or on other parameters. It includes discretionary relationship or office (excluding the statutory deferred payments and the indemnity in lieu of notice), and the carried interests. Additionally, it is any other form of remuneration that does not specifically qualify performance, independently from how it is measured (profitability/ pension benefits and mutually agreed payments between the bank and its personnel in case of early termination of the employment Vanable compensation includes any payments that depend on as fixed remuneration.

individual. As such, variable compensation constitutes a mechanism of fanable compensation aims to remonerate achievements by directly employees, performance measurement reflects the actual results long-term. This is then risk adjusted. To strengthen the alignment linking pay to performance outcomes in the short, medium and of shareholders' interest and the interests of management and of the Company overall, the business unit of reference and the meritocratic differentiation and selectivity.

> Features

payouts are an inherent characteristic of well-managed, accountable Adequate ranges and managerial flexibility in performance based

Features

Specific pay-mix guidelines for the weight of fixed versus variable compensation are defined with respect to each target employee population, the UniCredit Remuneration Committee establishes: population. With particular reference to the Group Executive

• the citeria and guidelines to perform market benchmarking analysis country/divisional level and the list of preferred external "executive structure, including the definition of specific peer groups at Group, for each position in terms of compensation levels and pay-mix compensation providers";
• competitive levels, defining operational guidelines to perform single the positioning of compensation, in line with relevant market's compensation reviews as necessary.

and sustainable variable compensation, which may be awarded via mechanisms differing by time horizon and typology of reward.

avoid an excessive short-term focus by reflecting the principles of the compensation element is encouraged for all employee categories, as management, in order to guarantee sustainable performance in the characteristics of incentive systems also reflect the requirements of policy, focusing on parameters linked to profitability and sound risk Incentives remunerate the achievement of performance objectives, a key driver of motivation and alignment with organizational goals and is set as a policy requirement for all business roles. The design medium and long term. In alignment with the overall mission, the features, including performance measures and pay mechanisms, bonus payment. An appropriately balanced performance-based both quantitative and qualitative, by providing for a variable specialized businesses. More information on the compliance and sustainability drivers related to the design of remuneration and incentive systems, with particular reference to network roles and Corporate Control Functions, are reported in the dedicated section.

With particular reference to trading roles and activities, organizational provide the structure for a compliant and sound approach, whereby governance and processes as well as risk-management practices

remuneration approach which adopts performance measures based on profitability rather than revenues, risk-adjusted rather than non levels of risk assumed are defined and monitored centrally by the relevant Group functions. This structure reinforces the consistent risk-adjusted, relative rather than absolute indicators.

4.3.1 Short-Term Remuneration

Short-term remuneration aims to attract, motivate and retain strategic international regulatory requirements and with best market practices. resources and maintain full alignment with the latest national and

comprehensive performance measurement at individual and at Group/ country/division level. Reward is directly linked to performance, which is evaluated based on results achieved and on the alignment with the leadership model and values of UniCredit. Performance management govemance ensuringfair and coherent appraisal process across the for Group Material Risk Takers is managed according to central organization, leveraging on a unique repository at Group level. Payout is based on a bonus pool approach providingfor a

long-term, firm-wide profitability, providing for an appropriate allocation of performance related incentives in cash and in shares, upfront and appropriate risk time horizon. The design features of incentive plans for Material Risk Takers are aligned with shareholder interests and For Material Risk Takers, the payout is phased to coincide with an

The short-term remuneration for Group Material Risk Takers population is regulated under the Group Incentive System, as described in the Group Remuneration Policy.

incentive systems for local Material Risk Takers) may exist, following the Additionally, local incentive systems (e g commercial campaigns,

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contracts ensure alignment with regulatory requirements and also with the Internal Audit recommendations, in particular regarding contract elements with specific regulatory provisions, such as Group common guidelines on the key elements of Executive variable compensation and severance provisions.

2021 Group Remuneration Policy - 4. Compensation Framework

Section I

principles included in this Policy, and described within local regulations.

Each year, detailed information about our compensation governance, key figures and the features of Group incentive systems is fully disclosed in the Group Remuneration Policy.

4.3.2 Long-Term Remuneration

variable compensation and Company results and further align the Long-term remuneration aims to strengthen the link between interests of senior management and shareholders.

The long-term remuneration provides for:

• the allocation subject to the achievement of specific performance. conditions - for future incentives based on shares or other instruments reflecting the trend of the share;
• a performance period aligned with UniCredit strategic targets;
• including, for example, financial and sustainability targets plus an performance conditions based on a comprehensive Scorecard overarching Board assessment;
• which provides for minimum requirements related to profitability, multi-year deferral with the application of Zero factor conditions, liquidity and capital;
• the application of a holding period of the actual awards after the deferral period;
• awards subject to individual malus and claw-back conditions, as legally enforceable

compensation have to be mentioned in the Executive contracts. Group guidelines provided for the eligibility to variable

payments (vehicles used, payment structure and time schedule) are included in separate communication and managed in strict Amounts related to variable pay and any technical details of adherence to governance and delegation of authority rules.

4.4 Non-standard compensation

Non-standard compensation are those compensation elements considered as exceptions (e.g. welcome bonus14, special award, retention bonus, Role-Based Allowance, stability pact and non-competition agreement).

Such awards are limited only to specific situations, as appropriate, extraordinary results, high risk of Leaving for Group Executives and mission critical roles and positions covered in specific corporate to hiring phases, launch of special projects, achievement of functions.

Fo theraridance of and inited to the first year of end be gantel met the same person ather by the befority in the lead in the
Group Bark of the are and one of copes of cope

021 Group Remuneration Policy - 4. Compensation Framework

Allowances for Corporate Control Functions, they are fixed are considered variable remuneration. In specific cases of non-standard compensation, for example the Role-Based As a general rule, non-standard compensation elements remuneration.

regulations in force at the time (e.g. cap on the ratio between Moreover, awards must in any case be in accordance with

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Role-Based Allowance

components of the remuneration, in line with regulatory provisions In 2019, UniCredit introduced Role Based Allowances (RBA) for Corporate Control Functions in Italy. RBAs are considered fixed and market practices.

This compensation item aims to:

• in consideration of restrictive variable to fixed ratio for Corporate ensure competitiveness on intemational level in terms of total compensation, avoiding excessive increases in the base salary Control Functions in Italy;
  • allow and facilitate the rotation between business and control functions roles within the Group;
• provide a sign of attention to the professional figures who hold relevant roles for the Group.

regulation for bonus payout, if applicable) and subject to UniCredit regulatory requirements, as well as subject to capital and liquidity legally enforceable. Variable non-standard compensation rules are specified either on the dedicated letter of award or referring to the governance processes, periodically monitored and disclosed for variable and fixed remuneration, technical features defined by entry conditions, malus conditions and claw-back actions, as Group Incentive System rules in force.

RBA in UniCredit has the following features:

• it is targeted at specific roles, covenný Corporate Control Functions' ositions in Italy with Senior Vice President and above banding (ca. 40 executives):
• individual level); this amount (yearly gross) equals to 20,000 Euro for SVP, 40,000 Euro for EVP and 60,000 Euro for SEVP; it can be re-evaluated every three years based on changes in the cost of it is a predefined amount (depending on banding and not at
• as the employee is in a specific role granting the allowance within a it cannot be reduced, suspended or cancelled discretionally as long
• it is not linked to performance and therefore does not favor given banding level; risk-taking attitude

the date of the appointment to a control function role, and removed in As a general rule, RBAs are individually assigned to the employee at case of moves in positions not eligible for an RBA

4.5 Benefits

> Definition and objective

intended to provide substantial guarantees for the well-being of staff and their family members during their active career as well as their Benefits include welfare benefits that are supplementary to social security plans, healthcare and work-life balance benefits and are retirement. In addition, special terms and conditions of access to various banking products and other services may be offered to employees in order to support them during different stages of their lives.

intemal equity and overall coherence of the remuneration systems, From a total compensation perspective, benefits aim to reflect meeting the needs of different categones as appropriate and relevant.

> Features

the Global Job Model, benefits are assigned by applying general In coherence with the governance framework of UniCredit and common criteria for each employee category, while types and characteristics of benefits are established on the basis of local regulations and practices.

market practices, company cars or equivalent mobility grants, rents or accommodation grants may be assigned to certain categories of employees. Group-wide benefit policies are also in place for staff seconded abroad, defined in line with common market practices By way of example, if in line with local laws, regulations and for equivalent multinational companies.

Benefits that are not awarded on the basis of the above common

criteria are considered variable remuneration.

alignment of interests among shareholders, management and as a valuable tool for enabling the engagement, affiliation and Furthermore, UniCredit affirms the value of share ownership

4.6 Severance

According to the regulatory requirements included in the Bank of Italy early termination of a contract (so called Severance Policy) was firstly Circular 285, a specific Policy on payments to be agreed in case of submitted for approval to the 2015 Annual General Meeting.

with the previous one, was then approved by the 2017 Annual General An update of that policy, with more restrictive provisions compared Meeting

pay (Trattamento Fine Rapporto) - are variable remuneration and are included in the calculation of the cap to the vanable remuneration for upon or in view of the early termination of the employment - with On October 23, 2018, Bank of Italy had published the 25th update of the Circular 285 that, inter alia, roled that all amounts defined the exception of the notice due by law and the statutory deferred the Material Risk Takers, with the exception of:

• exceed one annual fixed remuneration for each year of duration of the consideration for non-competition covenants that do not the undertaking;
• the amounts for the settlement of an existing or potential dispute related to the resolution of the employment, as long as calculated on the basis of a predefined formula contained in the Policy.

Policy that, without changing the main citeria and limits, incorporated new regulatory requirements, foreseeing - inter alia - a predefined formula for the calculation of severance payments that, used for the General Meeting of April 11, 2019, a further update of the Severance termination, allows not to count them within the cap for the vanable As a consequence, it had been submitted for approval to the Annual settlement of a current or potential dispute related to employment remuneration.

On April 15, 2021, a further update of the Policy is submitted to the Shareholders' Meetingfor approval, aimed at reflecting changes in UniCredit's competitive positioning and managing specific compensation practices in particular situations.

absolute maximum amount is increased from 7.2 million Euro to 15 prejudice to all the main terms of the current Policy-3- that only the In particular, the main amendment proposed envisages - without million Euro in view of the new competitive positioning.

2021 Group Remuneration Policy - 4. Compensation Framework Section

to invest and participate in the future achievements of the Group considered, from time to time and as appropriate in light of local le gal and tax requirements, to offer employees the opportunity through share-based plans whereby employees can purchase the overall employee population. The possibility is therefore UniCredit shares at favorable conditions.

It is also proposed to specify that:

• disbursement, the reference remuneration for the calculation of severance pay will conventionally consider the disbursement as in the case of multi-year incentive plans with lump sum spread over the vesting/maintenance period;
• emuneration received under the vanous contracts, provided that in the case of Dingenti whose total remuneration is paid under various contracts that in any event represent the components for the calculation of severance payments will be the total of a single overall framework, the reference remuneration these contracts are terminated at the same time.

For details on criteria, limits and authorization processes, please refer to the above-mentioned Policy.

individual contractual provisions, and any individual circumstances, consideration the long-term performance in terms of shareholder added value, as well as any local legal requirements, collective/ Generally, the calculation of any severance payment takes into including the reason for termination.

additional to notice cannot exceed 18 months of compensation. In any in the computation of the above-mentioned basis if this is required or According to the Severance Policy provisions confirmed in the review foreseen by regulations, laws, contracts or common practices locally case, the termination payments, which consider also the duration of exceed 24 months of total compensation (including the base salary malus and claw-back, if any. Further elements - such as the value of the employment, do not exceed the limits foreseen by the laws and the last three years prior to the termination, after the application of fringe benefits possibly granted to the employee - may be included approved in 2019, severance payments, inclusive of notice, do not and the average amount of the incentives actually received during applicable). It is also foreseen that the amount of the payments collective labor agreements locally applicable in case of lay-off.

and/or, exceptionally, within individual ageements, they would be paid case, even if they might be provided in the context of local practices As a rule, discretionary pension benefits are not granted and, in any consistently with the specific and applicable laws and regulations.

neration and eceed 18 months rem In pricular, that severance py induding more of the first in the armeration the the addinal protion of nation of nation of net in the copition of exceptions

payment of indemnities, or the night to keep post-retirement benefits, public purchase offer. In case of early termination of the mandate, the cause or if the employment relationship is terminated following a in the event of resignations or dismissal/revocation without just Individual contracts should not contain clauses envisaging the ordinary law provisions would therefore apply.

4.6.1 Members of the Board of Directors. General Managers and other Executives with Strategic Responsibilities

related requirements set out by Consoblissuers Regulation no. 11971, it With particular reference to the members of the management bodies, general managers and other key management personnel and the is specified that

office or termination of employment are set out in the "Group Termination Payments Policy" which, pursuant to Bank of Italy regulations, is subject to specific approval by the Shareholders' the treatments envisaged in the event of termination of Meeting:

following cases:

• directorships, the term of which coincides with the term of office. In the event of early termination, the normal legal provisions the members of the Board of Directors are bound by shall apply to them.
• indefinite duration, as Dirigenti under the "National Collective Responsibilities have employment relationships, generally of Labour Agreement for Managers employed by credit, financial General Managers and other Executives with Strategic and instrumental companies" (the "CCNL");
• the notice period foreseen for the termination of the relationship, standard ones, the circumstance is reported in the Remuneration foreseen by the CCNL. In the event that agreements are in place that, at individual or aggregate level, envisage the recognition of conventional seniority and/or measures that differ from the if the circumstances foreseen by the law occur, is the one Report.

In no case the notice period exceeds 12 months;

reference remuneration and the elements to be used, within the Termination Payments Policy", which also provides indications of the components to be considered in the calculation of the framework of a specific formula, to determine the number of all the criteria for determining the amounts agreed between early termination of the office are defined within the "Group early termination of the employment relationship or for the the bank and the staff in view of or on the occasion of the months' pay actually due;

• performance, the creation of value for shareholders, and do not reward failure or abuse. For further details in this regard, please elationship take into account, in any case, the long-term the amounts paid in relation to the termination of the refer to the "Group Termination Payments Policy";
• the regulations of the short-term and long-term incentive plans shares, subject to the achievement of the relevant conditions at timumstances where the individual qualifies as a "good leaver." them, depending on the circumstances. In general, temnination In such cases, if the termination occurs during the performance the end of the period and, in any event, in accordance with the deferred payment schedule and all other terms and conditions period, the beneficiary will be entitled to a pro rata award of Recognition of good leaver status is generally provided in the results in the loss of all benefits payable, except in specific determine what effect termination of employment has on set forth in the regulations.
• illness, injury or permanent disability as determined by termination due to any physical impediment including applicable laws;
• retirement, including by agreement with the Company and/ or enrollment in early retirement or redundancy plans;
• the company that employs, or the line of business in which transferred to a person or legal entity not belonging to the the beneficiary works, ceases to be part of the Group or is חווחזו
• Any agreements that provide for ex-ante recognition of the status of "good leaver" as an exception to the principles outlined above The status of "good leaver" may also be acknowledged, taking interest, within the scope of specific agreements entered into nto account the specific circumstances and the company's with the beneficiary upon - or in exceptional cases, before are disclosed in the Remuneration Report; termination of the relationship.
• short transitional period immediately following the termination of the relationship, or the conclusion of consultancy contracts the granting or retention of non-monetary benefits beyond a Should this occur. the circumstance would be reported in the for a period following the termination of the relationship, is generally excluded.
  • included in the provisions of the "Group Termination Payments Remuneration Report and the economic benefit would be

4.7 Ratio between variable and fixed compensation

a maximum ratio between variable and fixed remuneration of 2:1 as the personnel belonging to the business functions - the adoption of In compliance with applicable regulations, it has not changed - for approved by the Annual General Meeting of May 13, 2014.

Positions entitled to a variable to fixed ratio of potentially up to a maximum of 2:1 are:

• Group Chief Executive Officer;
• and Investment Banking, Chief Operating Office function, Finance Group Heads and Deputies of Commercial Banking, Corporate & Controls function;
• CEO and General Managers of Group Legal Entities;
• Banking, Corporate and Investment Banking), excluding control Personnel belonging to Business Divisions (e.g. Commercial or support roles.

end of September 2021. At that time, in the absence of materially with the one in 2014). Although UniCredit capital ratios satisfy all the applicable regulatory capital requirements with a substantial current exceptional circumstances and will remain valid until the strategy is competitive at international level and basically in line adverse developments, ECB intends to retum to assessing banks' remuneration policies and practices in the context of the normal between variable and fixed remuneration, type of personnel and limit itself were based have not changed (e.g. UniCredit business variable remuneration. In particular, on December 15, 2020, ECB issued a letter reiterating its expectation that the institution will remoneration until September 30, 2021, especially for Material model kept substantially stable since 2014, the compensation to continue to adopt extreme moderation with regard to variable buffer, under the current circumstances due to the pandemic, Risk Takers. These supervisory expectations are related to the Assumptions upon which the increase of the maximum ratio restrict the distribution of dividends as well to moderate the ECB issued recommendations, applicable also to the Group, supervisory cycle.

the regulatory capital recommendations on variable remuneration Assuming this condition will occur, UniCredit has set its variable remuneration policy to respect in a forward-looking perspective issued before the pandemic outbreakto.

belonging to this category which however exceed the 1:1 limit are In 2021, a preliminary estimation of Group Material Risk Takers ca. 100 staff members.

share capital of approximately 0.06%, assuming that all free shares The estimated portion of the 2021 Incentive System that could be million in UniCredit shares), with a potential impact on UniCredit million) is equivalent to ca. 0.4 bps of UniCredit Group CET1 ratio. awarded to those roles in excess to the 1:1 ratio is less than 8% of the overall estimated pool (approx. € 12 million, of which € 6 for employees are distributed. This amount of capital (i.e. €12

remuneration for the personnel belonging to the business functions (as approved by the Annual General Meeting on 2014) would not In light of this information, it is set that the decision to maintain a maximum level of variable remuneration of 2:1 of the fixed affect the Group maintenance of a sound capital base.

ixed compensation does not have any implications on the bank's capability to continue to respect all prodential rules, in particular Therefore, the adoption of a ratio of 2:1 between variable and capital requirements.

possible increase of fixed costs and to guarantee the alignment with pay and performance, as well as competitiveness in the market. Our main peers have also taken the same approach in order to limit the not present, to avoid the rigidity of the cost structure derived from a multi-year performance, through deferring a relevant component of effects of the un-even playing field in the market where the cap is This approach allows UniCredit to maintain a strong link between the variable compensation. For the rest of the staff a maximum ratio between the components staff of the Corporate Control Functions, for Human Resources and assigned tasks, as well as being independent of results from areas the Manager in Charge of Drafting the Company Financial Reports for which it is expected that fixed remuneration is a predominant of remuneration equal to 1:1 is usually adopted, except for the component of total remuneration. For these Functions is also oreseen that incentive mechanisms are consistent with the under their control.

differences between national rules and regulations in application Group operatest", in order to ensure equal operating conditions in professional skills and capabilities adequate to meet the needs of For the Corporate Control Functions, in particular, the maximum the market and the ability to attract and retain individuals with of Directive 2019/878/EU in the various countries in which the weight of the variable component will take into account the the Groun

eceedthelimit of one third the variable and the fixed components of remuneration cannot In perioda, for the Material Risk Takes of CorporateContral Function in italy, the latin between of October 23, 2008. 16. ECB letter - Variabler anvineration pdicy of Unicredit SpA, as of January 2020.

Section I	2021 Group Remuneration Policy - 4. Compensation Framework

according to the national law, Group approach/Group Remuneration Policy, taking into account the business activities, the risks and the the maximum ratio between the variable and fixed compensation Entities set in their remuneration policies the appropriate level of impact that different categories of staff have on the risk profile Consistently with the framework described above, Group Legal Where allowed by the local law, the Legal Entities manage the

request to approve, with a dedicated resolution, a higher maximum remuneration of up to 200% by the shareholders' General Meeting, in coherence with the approach defined by the Holding Company n terms of positions, and manage the related notification to the level of the ratio between the variable and fixed component of competent regulator, as appropriate.

4.8 Share ownership guidelines

Share ownership guidelines set minimum levels for company share interests to those of shareholders by assuring appropriate levels of ownership by relevant Executiveste, aiming to align managerial personal investment in UniCredit shares over time The ownership of UniCredit shares by Group leaders is a meaningful and visible way to show investors, clients and people the commitment towards UniCredit

ownership guidelines applied to the Chief Executive Officer, to General 2017 extended the application to Senior Executive Vice President and Manager and Deputy General Manager roles, if any, and on March The Board of Directors approved at the end of 2011 the share Executive Vice President positions (see image below).

within the scope of the guidelines and should be maintained until the The established levels should be reached, as a rule, within five years from the appointment to the above indicated Executives categories ole is held.

accomplished through a pro-rata approach over a 5-year period, ranting the minimum amount of shares each year, taking into The achievement of the share ownership levels should be consideration potential vested plans.

schemes or arrangements that specifically protect the unvested value Involved Executives are also expected to refrain from activating of equity granted under incentive plans (so called "hedging").

form of hedging transaction shall be considered in breach of Group compliance policies with such consequences as provided for under and apply to all beneficiaries, since involvement in such schemes Any form of violation of share ownership guidelines as well as any Such clauses are contained in all relevant incentive plan rules undermines the purpose of limiting the risk. enforceable rules, provisions and procedures. Local adaptations based on specific regulations and/or business shall be envisaged consistently with the global approach at Group level.

Share ownership guidelines

Takes within halanc and Porchines with the fred revelopment corporent in the contribution of the gestigatively, share available in the programment of the production and 13. Carsidering the application from 2016 of the new at the five components of renovers of renoveration (witch cannot except the init of methind in the learle in the learle i

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5. Group Compensation Systems

5.1 2021 Group Incentive System

bonus pool approach which is compliant with the most recent national company results at Group and country/division level, ensuring a strong In line with past years, the 2021 Group Incentive System, as approved by UniCredit Board of Directors on January 13, 2021, is based on a and international regulatory requirements and links bonuses with connection between profitability, risk and reward. In particular, the system provides for:

• the definition of eight bonus pools for each country/division, whose size depends on actual profitability;
• determined bonus pool, in dividual performance evaluation, internal benchmark for specific roles/markets and maximum ratio between variable and fixed compensation as approved by the Annual allocation of a variable incentive defined on the basis of the General Meeting;
• thresholds of profitability, capital and liquidity are not met at both a malus condition (Zero Factor) which applies in case specific Group and country/division level;

risk adjusted metrics in order to guarantee long-term sustainability, regarding company financial position and to ensure compliance with regulations;

• definition of a balanced structure of upfront (following the moment of performance evaluation) and deferred payments, in cash and/or shares for Group Material Risk Takers;
• applicable regulatory requirements regarding the application distribution of share payments which take into account the of share retention periods.

2021 Bonus pool clusters
Commercial Banking Italy	CEE
Commercial Banking Austria	CEO Functions
Commercial Banking Germany	CIB
HVB Subgroup	COO

The 2021 Incentive System is based on the following methodology:

INDIVIDUAL LEVELA	5. Payout	horizon above a certain "Know Your Customer") bonus entitlement (i.e. · Pavout in cash shares to malus & claw-back Bonus payout subject · Introduction of MiFID · Additional gates" to mandatory training, on 4/5 vear deferral "gate" to bonus threshold
	>
	1 arbidited 1 4 allocation	· Individual payout based half long-term interest · Goals both qualitative/ · Min 1 riske and around on around 6 goals (mir rules defined involving quantitative aligned · Specific quidelines 00815 from KPJ 88 and sustainability CRO / CFO 1"KP/ 8(vebad."): with MYP required 5-max 8)
	A
	Risk & sustairability adjustmentand Cascading	Perimeter/Division using related metrics, whether "quality of performance" · BoD discretion: no limit capital considerations · Bonus Pools cascaded · Adjustment based on Framework (RAF) and vearly Risk Appetite paranding upward · Bonus Pools revised via Economic Value embedding cost of down within each depending on the limited to 20% splayingpydn risk-adjusted/ plessionop 01 a collicable Added
	×
Bonus Pool definition (3) POOL LEVEL	conditions 2. Entry	achievement of capital · Access to each Bonus Group and local level profitability both at Pool linked to the liquidity and
	×
	1. Bonus Pool funding	elated metrics (eq. Net perational profitability JniCredit Organization size is based on actual alue Creation) or nsk Pools reflecting the small VeulphoBixa Operating Profit) are Risk-adjusted (e.g. sed for funding neutra uzing lapoul

5.1.1 Bonus Pool Funding

years amount and forecasts of profitability. The budget is submitted to elements are considered: business context and perspectives, previous for every cluster as a percentage of their respective Funding KPI (e.g The bonus pools are initially proposed during the budgeting phase Underlying Net Operating Profit). In such a definition, the following the approval of UniCredit Board of Directors.

'Entry Conditions definition''). Specifically, the Zero Factor is applied to

at Group and local level (box A of the matrix included in the scheme

netrics on profitability, capital and liquidity are not achieved both

The malus condition (Zero Factor) will apply in case the specific

the Group Material Risk Taker population19, whereas for the non-Group

Material Risk Taker population, a significant reduction will be applied.

Bonus pools are based on the risk weighted results of each country/ division, in line with overall Group performance, considering the assessment of both Group and country risk sustainability.

etention purposes and in order to maintain the minimum pay levels

eeded to play in the market.

out at Group level they are met (box B of the matrix included in the scheme "Entry Conditions definition"), a floor might be defined for

n case the Entry Conditions are not met at country/division level,

out is envisaged for the Group CEO and all the Senior Executive Vice

Presidents, irrespective of country or area of activity.

Entry conditions in tems of capital and liquidity apply as well to

external networks and agents, where applicable, as foreseen by

equlation.

In case Entry Conditions are not met at Group level, no bonus pay

recommendation issued by European or local regulators on variable Furthermore, bonus pool size takes into consideration any remoneration.

5.1.2 Entry Conditions

Specific "Entry Conditions" are set at both Group and country/division local level defines four possible scenarios that allow the confirmation level. The combined evaluation of the Entry Conditions at Group and to increase, reduce or cancel the bonus pool for each cluster.

In addition to Group and division entry conditions, Legal Entities may

consider further local conditions. In particular, Banks introduce local

liquidity and capital metrics as further entry conditions.

Entry Conditions Definition

ום אם

ENTRY CONDITIONS DEF

condition is activeted, triggering the application of Zero Factorify on both currert year palous addied

In case the Enty Conditions are not met at both Group and local levels, the matus

n case the Enty Conditions are not met only at Country/Division level, a floor might te defined for retention purposes and in order to mainta in the minimum pay levels eaded to play in the market

In case the Enty Conditions are not met only at Group level, the gate is "partially open", with the possibility to pryout a reduced Bonus Pool! In case the Entw Conditions are met both at Group and Country/Division level, the gate is "fully open", maaning the Bonus Pools may be fully confirmed

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5.1.3 Adjustments based on sustainability and risk

In order to ensure consistency with the Group Risk Appetite Framework results over time, the bonus pool may be revised up/downwards, on and the economic sustainability of the Group's and country/division the basis of the overall "quality of performance".

The methodology envisages the assessment performed by Group Risk In addition, the Group CFO presents to the Remuneration Committee a specific report providing commentary on Group and segment results. Management based on specific dashboards at Group and local level.

such as credit, market, liquidity and compliance and the risk position measured with reference to the respective relevant thresholds (limit, relationship between risk and profitability. The specific metrics are The CRO dashboards include indicators covering all relevant risks, trigger and target), established in line to the Group Risk Appetite Framework. By way of example, the standard structures of Risk assumed, the adherence to regulatory requirements and the dashboard are shown in the following picture.

and may exercise the right to overnide taking into consideration events and acquisitions or business restructuring, business dismissals, capital Group Risk Management can either confirm or override the outcome addition to normal distressed asset management activities, mergers the ordinary business of the bank (e.g. significant asset disposals in with a qualitative nature or extraordinary events which are out of increases, sanctions, goodwill impairment).

overall assessment on the dashboards and the evaluation brings to the theoretical value and subject to managerial evaluation, considering the bonus pool, which could fall in the range of 50%-120%. Negative and bonus pool. In case of positive CRO "multipliers" (i.e. 110% and 120%) neutral "multipliers" (i.e. 50%, 75% and 100%) are directly applied to the possibility to grant a further growth in the bonus pool is confirmed definition of a "multiplier" in order to define the adjustment of each or EVA greater than budget value, if the latter is negative. Positive For each bonus pool cluster, the Group CRO function provides an "multipliers" are representing the upper bound of the bonus pool only in case of positive EVA (profit® higher than cost of capital) broader context of the company.

The dashboards, used to evaluate the quality of performance from a risk perspective, are monitored on a quarterly basis.

performance vs peers, role of the perimeter in achieving Group results, faculty of Board of Directors is foreseen with respect to the theoretical while there is no limit to a downward adjustment of the bonus pool24. The application of a further discretional range up to +20% in the value (e.g. based on average bonus per FTE, division relative

ILLUSTRATIVE . Indicators covering all relevant risks set in alignment with ਰਕ Assessment 02. Q3. Worse than target
but better than Trigger Worse than limit 성 Overall Exp. Govies(€/bn): Max RWA Mkt Risk (%) Risk Taking Cap. (%) # of customers with Funding GAP (€/bn) Leverage Ratio (%) EV Sersitivity (%) overdue KYC total Cost of Risk (bps) EL New Bus. (%) CET1 ratio (%) NPE ratio (%) Group Risk Appetite Framework EL Stock (%) susciners RAOC (%) NSFR (%) Metric LCR (%) but better than limit Worse than Trigger Better than target CRO Dashboard Compliance Risk Risk & Returr Market Risk Dimension iquidity apital Pillar II BBBB Credit

AND ADJUSTMENT DIRECTION OVERALL APPRAISAL

adjustment of the theoretical bonus pool for each The evaluation of Risk sustainability brings to the application of five possible multipliers for the muntos division

Civicus and lesse lentiles define recisions por rekadjustrert andBarddsoreit andBarddsonent, to beapplieding with the frame of the frame of the frame of the frame of the fram In terres of Net Operating Frofit After Taxes (NORAT). हो

In particular, based on Entry Conditions achievement, in case the CRO exercises the maximum discretion, the following scenarios may occur been confirmed from positive EVA values and the Board of Directors assessment reports the maximum positive result, accessibility has

• is "partially open", with the possibility to payout a reduced bonus value, except for the Group CEO and all the Senior Executive Vice if the Entry Conditions are not met only at Group level, the gate pool with a minimum reduction of 28%22 of the theoretical Presidents, irrespective of country or area of activity;
• if the Entry Conditions are met both at Group and country/division level, the gate is "fully open", meaning the bonus pools may be fully confirmed or even increased (up to max 144%23).

evaluation of Group sustainable performance parameters and the alignment between risk and remuneration will be assessed by the Remuneration Committee and defined under the governance and In any case, as requested by Bank of Italy regulations, the final accountability of the Board of Directors. The Board of Directors has the right to disregard, when deciding bonus, performance, regulatory capital and liquidity, therefore considering the balance sheet extraordinary items which do not impact operational Underlying Net Profit (the same metric used for capital distribution).

applicable according to business features (e.g. not for Operations). The year-end assessment takes into consideration the weighted average the breakdown process to cascade the pools within each perimeter/ Once the bonus pools are approved by the Board of Directors, starts adjusted/related indicators that are assessed at year-end, where division starts. The breakdown process takes into account risk scoing of the single indicators.

can impact the Group, the company or the market in which it operates, the Board of Directors, having heard the opinion of the Remuneration essential contents of the system substantially unchanged, preserving rules, consistently with the overall setup approved by the the Annual Following potential changes in current regulations and/or in relation to potential extraordinary and/or unpredictable contingencies which General Meeting and to that extent as it is functional to keeping the Committee, maintains the right to amend the system and relevant its main incentive purposes.

among these as a whole, the mechanisms and instruments illustrated the specific provisions envisaged herein may therefore be applied by above must be interpreted as a single and inseparable whole, since analogy to further, similar and unregulated situations (or differently consistency of the incentive system, in its particular provisions and regulated), whenever the diversity of regulations would result in an Moreover, in order to guarantee adequacy, fairness and internal objective inconsistency and unfairness of treatment.

ക്ഷേത്രം വഴി വിവിധ വിശ്വാസ് എന്നിവേട്ടി (1) ലോക്കൻ നിറവും) നിലേക്കാൻ വിവാഹ്യമായ വേണ്ടു മാന്യം മാനേശ വാഗങ്ങി 20% വിവിധ വിശ്വാസി വിശ്വീവിക്കുന്നു.
വ്രതിവേൽ പ്രാമം വിശ്വാസി Marinun sama achieval e in case of continent and uitget the exard for et to stimmapp ove a bons pod nax +2% of the the creation of (50%) 27% CR
deshtor d - 2% Each of i

Each Group Material Risk Taker receives the Group Incentive System Rules with a detailed description of the system and its application.

from the catalogue of main key performance indicators (KP) Bluebook) Individual performance appraisal is based on 2021 Scorecard: around six individual goals assigned during the performance year, selected and inspired by the "Five Fundamentals"ª4. In particular, for the Group Matenal Risk Takers it is possible to include given to each objective. The goals are mandatorily selected from the mix, also in terms of number of objectives assigned and the weight rom five to eight goals with an adequate economic/non-economic KP Bluebook with the possibility to assign up to two custom goals.

individual performance appraisal and the above-mentioned Reference

Individual bonus will be allocated managenally, considering the

bonus pool and represents the starting point for the individual bonus

allocation.

Meeting. Such value is adjusted according to the actual available

variable and fixed compensation as approved by the Annual General

defined which considers the internal and/or external benchmarking analysis on similar roles, the senionty, the maximum ratio between For each Group Material Risk Taker a specific "Reference Value" is

5.1.4 Individual Allocation

of law, Group's compliance rules, Company policies or integrity values,

Code of Conduct and the application of claw-back clauses, as legally

enforceable.

At individual level it will be also considered the respect of provisions

account by the manager for the overall performance appraisal. Further Competencies and behaviors considered as relevant are taken into details are reported in paragraph 5.2.

with a descriptive outcome and reflects the evaluation of the individual The performance appraisal system is based on a 5-point rating scale goals ("what") and of the behaviors acted to achieve them ("how").

2021 Performance Appraisal Scorecard

review (Know Your Customer) and the MiFID Customer Profiling within

a pre-defined threshold in order to be entitled to the bonus.

Moreover, each participant has to complete the mandatory trainings courses and, for impacted roles, the customer due diligence periodic ILLUSTRATIVE

	KPI/Perimeter	Performance Criteria Target/	Risk Adjusted/ Related	Long-Term Interest Sustainable/	Weight
ECONOMIC GOALS					%
Goal 1					%
Goal 2					%
Goal	:	:			%
	NON-ECONOMIC GOALS				%
Goal 1					%
Goal 2					%
Goal					%
	VALUES & BEHAVIORS
	0	Qualitative assessment of adherence to 5 Fundamentals and Ethics & Respect values

1. The "Five" inderrently of thined colore and a eat the United Compensy Modal that describes that describes that a reacted fromall United percleand troshwitchall enqloyees a easessed in primers man posses The Tive Final Properted and Costomers Copartion Synerje,
   Rék Mareanet Coccidine

rating scale 5-point

OVERALL PERFORMANCE

ල

48

proposed bonus and actual performance both at the bonus proposal Particular attention is dedicated to the level of correlation between

Compensation distribution guidelines

step and consolidation phase.

LUSTRATIVE

Note Compenation distribution guidd ines should take into account the max variable tofixed cap by rolle

A. Adjusted according to the actual available bonus post
3. Banus above zero and up to 30% is all tuvedfor exceptional cases to be justified

5.1.5 Payout Structure

Taker population will be differentiated into four clusters, using a approved by the Board of Directors on January 13, 2021, with reference to payout structure, the Group Material Risk combined approach of position and compensation:

• for Senior Management23 5-year deferral schemes are applied, deferral percentage is applied in case of High Earners (variable consisting in a payout structure of 6 years in total; a higher remuneration > 430,000 Euro20):
• applied, consisting in a payout structure of 5 years in total; a higher deferral percentage is applied in case of High Earners for other Material Risk Takers 4-year deferral schemes are (variable remuneration > 430,000 Euro).

The payout of incentives will be done through upfront and deferred installments, in cash or in UniCredit ordinary shares, over a multi-year period:

• in 2022 the first installment of the total incentive will be paid in cash and/or free UniCredit ordinary shares subject to the evaluation of the individual adherence to compliance and conduct principles 27:
• the remaining part of the overall incentive will be paid in cash and/or free UniCredit ordinary shares:
  • 2023-2027 for Senior Management;
• Each further tranche will be subject to the application of the Zero Factor for the year of reference and in absence of any 2023-2026 for other Material Risk Takers; individual/values compliance breach.
• Each share tranche is subject to a 1-year retention period for both upfront and deferred shares, as foreseen by regulation.

All the installments are subject to the application of claw-back conditions, as legally enforceable.

Deferral scheme

2027	12% deferred 12% deferred stares cast deferred shares	10% deferred 10% deferred shares cast deferred shares	deferred	deferred
2026	12%	10%	15% cash	10% cash
2025	deferred shares 12%	deferred shares 10%	15% deferred 15% deferred shares cash	10% deferred 10% deferred shares cash
2024	deferred	deferred	deferred	deferred
	12%	cash	shares	shares
	cash	10%	15%	10%
2023	upfront	upfront	upfront	upfront
	shares	shares	shares	shares
	20%	25%	20%	30%
2022	upfront	upfront	upfront	upfront
	cash	25%	cash	cash
	20%	cash	20%	30%
2021	performance	performance	performance	performance
	vear	vear	vear	vear
	Senior Management	Senior Management	Takers with variable	Takers with variable
	remuneration	remuneration	Other Material Risk	Other Material Risk
	with variable	with variable	remuneration	remuneration
	> € 430,000	≤€ 430,000	> € 430,000	≤€ 430,000

evout view also induding reastign period and ind to unform and defened shore

Staffmanterswitchare senior here arthies of Boup MUL a well a sall Excutive Vice Presidents in the irb into into into into into into into into into into into inte into inte i Group Co., Harb di Group Bosiness (Citing CB, CE), Herb of Group Conpenset ins (g. Group Compenset ins. (gr.) Concern Clarial (ac), Grup CC eporting lines and all other Serior Manager Entities (a defined by Bark of taly) receiving asignificant anount of variable remoneation

At local level, Group Entities may perform calibrations on the length of the deferral schemes and/or the use of financial instruments to be aligned with more restrictive local regulations.

shall be defined in 2022, on the basis of the arithmetic mean of the The number of shares to be allocated in the respective installments official market price of UniCredit ordinary shares during the month preceding the Board of Directors to which the 2021 bonuses are submitted, after having evaluated performance achievements.

The Board of Directors assigns free UniCredit ordinary shares that will be freely transferable at the end of the retention period.

For Group Material Risk Takers, the annual variable remuneration has to be deferred if it:

represents more than one third of the total annual remuneration. is above 50,000 EUR or

Below this threshold no deferral mechanisms will be applied, according to relevant regulatory indications. The maximum value of the 2021 Group Incentive System for the is approximately € 178 million, due to estimated slightly higher number of Material Risk Takers compared to previous year, with Group Material Risk Takers receMing UniCredit ordinary shares

Out of this amount, the estimated portion that could be awarded to 0.92%, assuming that all free shares for employees are distributed. pool (approx. € 12 million distributed on approx. 100 beneficiaries), with a potential impact on UniCredit share capital of approximately business functions roles, exceeding the 1:1 ratio between variable less than 0.06%, assuming that all free shares for employees are an expected impact on UniCredit share capital of approximately and fixed remuneration, is less than 8% of the overall estimated distributed

The overall dilution for all other current outstanding Group equity-based plans equals 2.50%.

assigned within the incentive plans. Any form of coverage (hedging) specifically protect the value of unavailable financial instruments will be considered a violation of compliance rules and imply the The beneficiaries cannot activate programs or agreements that consequences set out in the regulations, rules and procedures.

accounts for Material Risk Takers and require them to communicate With the goal to respect this provision, Corporate Control Functions perform sample checks on custody and administration internal administration accounts and their performed transactions and the existence towards other intermediaries of custody and financial investments, if any.

43,000 Ero is the love annount the arastelers to the compression and the comperation of the in High Earne as repried by Bellenting. Safi manhas with are senia Margerent of the of the of the lice and the line in the Presidents in the include negardes of the indirty მτις CEO, had draupedia (citiza ies correntiale) (c. CEE), Hala di Group (circa multi construction in construction in consistence sommercial annum minister musation

Section I

an Employee who ceases to be an Employee of any Company during System. For the purpose of the Rules, a "Good Leaver" is exclusively the performance period of the System due to the following reasons. under the System provided that he/she qualifies as a Good Leaver. terms and conditions under the Rules of the 2021 Group Incentive period and according to the deferred payout scheme and all other performance period, the Employee will be entitled to a pro-rata relevant performance conditions at the end of the performance As foreseen by the incentive systems of previous years, also for the 2021 Group Incentive System, in case of termination of the temporis award of the deferrals, subject to the achievement of employment relationship, the Employee shall keep all rights Specifically, in case of Good Leaver, if this occurs during the

termination of the employment relationship due to any physical impediment including ill-health, injury or permanent disability, as established by applicable laws;

FOCUS

Compliance breach. Malus and Claw-back

mechanisms, namely the reduction/cancellation and the return The Group reserves the right to activate malus and claw-back respectively of any form of variable compensation.

mechanisms, namely the reduction/cancellation and the return The Group reserves the right to activate malus and claw-back respectively of any form of variable compensation.

in which the breach occurred or the variable remuneration awarded for components (e g deferred component from other years than the year already been awarded and have not yet been paid out, for the year in addition to the adjustment on the variable remuneration, promotion and ment salary reviews might as well be subject to the compliance mechanism (the reduction/ cancellation of all or part of the variable remuneration) can be applied to the deferred components that have which the breach occurred. If the outstanding variable remuneration is not sufficiently large to ensure an appropriate malus mechanism, breach assessment. In case ofex-post risk adjustment, the Malus the reduction may be applied also to other variable remuneration reduction/cancellation of all or part of the variable remuneration) can be activated to the variable remuneration to be awarded. In In case ofex-anterisk adjustment, the Malus mechanism (the the year and not yet paid).

remuneration) can be activated on the overall variable remuneration already paid, awarded for the time period during which the breach occurred, unless different provisions by local regulations or more Claw-back mechanism (the return of all or part of the variable restrictive provisions are in force

• retirement, also in case of agreement with the Company and/or enrolment into early retirement or redundancy plans;
• the company employing the Employee ceasing to be a member of the Group:
• a transfer of the undertaking, or the part of the undertaking, in which the Employee works to a person or legal entity which is not a member of the Group.

account the specific circumstances and the company's interest, within the scope of specific agreements entered into with the The status of "Good Leaver" may also be granted, taking into beneficiary.

contract termination and/or the end of the appointment and take into The claw-back mechanisms can be activated up to a period of 5 years account legal, social contributions and fiscal profiles and the time after the payment of each installment, also after the employee's limits prescribed by local regulations and applicable practices.

verification of behaviors adopted in the reference period (performance Malus and claw-back mechanisms may apply in the case of period), for which the employee:

• Group incurring significant financial losses, or by his/her conduct contributed with fraudulent behavior or gross negligence to the had a negative impact on the risk profile or on other regulatory requirements at Group or country/division level;
• which contributed to significant reputational harm to the Group or to the country/division, or which were subject to disciplinary engaged in misconduct and/or failed to take expected actions measures by the Authority;
• espect of fraudulent behavior or characterized by gross negligence is the subject of disciplinary measures and initiatives envisaged in during the reference period;
• infringed the requirements set out by articles 26 TUB and 53 TUB where applicable, or the obligations regarding the remoneration and incentive system.

performance related to the balance sheet and liquidity situation. performance net of the risks actually assumed or achieved, the vialus mechanisms are also applied to take into account the

components, through the application of both malus and claw-back According to the EBA guideliness and to further strengthen the management, as well as, their related impact on remuneration ‍රිovernance framework, the key rules of compliance breaches clauses, are given below.

population, as per regulatory provisions, while general principles are The process is specifically applicable to the Material Risk Takers

following:

• severity of the individual conduct, including the circumstances of a law violation;
• adherence to the "Ethics & Respect" values and "Do the right
• nature (fraud or gross negligence) of the trigger event;

Claw-back procedure to be adopted throughout the Group were Entities that apply local adaptations consistent with the overall Group approach and with regulations in the various countries in formalized and provided by the Holding Company to the Legal Specific guidelines about the application of the Malus and which the Group operates. applicable to all individuals within the Group who are beneficiaries of variable remuneration, including external networks and agents, where applicable.

The main elements of the Malus and Claw-back procedure are the

• The Identification is based both on intemal and external sources breaches identification, based on the roles and responsibilities of the functions involved according to their ordinary activities. (e.g. special investigation, disciplinary sanctions, regulatory anctions):
• materiality following a scoring system, from lowest to highest breaches evaluation, based on the assessment of the breach value. The drivers of materiality assessment are:
• thingl" principle;
  -
  • repetitiveness of the breach;
• seniority of the individual; organizational role;
• other circumstances aggravating or mitigating the reported impact on the group external reputation;

breach:

• In coherence with the score assigned and the reference period of the breach, the impact on the variable remuneration is defined according to two elements:
• that can be reduced/cancelled based on predefined scenarios, perimeter of the variable remuneration (upfront or deferred) breaches, fulfilling certain pre-conditions, the claw-back return) of already paid variable remuneration may be according to the breach matenality. In case of heavy ctivated
  • percentage of the variable remuneration that can be reduced/ cancelled and/or returned back;
• Human Capital and Intemal Audit functions and, upon request, breaches evaluation and final proposal for measures to be Committee" composed by representatives of Compliance, adopted are defined by a dedicated "Malus & Claw-back other UniCredit or other Group Legal Entities' personnel;
• decision making process and relevant measure adoption are defined according to the internal HR Delegation of Powers.

variable remuneration components already paid (or retain deferred Responsibilities specific contractual provisions are envisaged, that incorrect at a latertime and other circumstances which may have allow the Company to ask the return, partially or totally, of the amounts), defined according to data proved to be manifestly For Executive Directors and Executives with Strategic been identified by the company.

	2021 Group Remuneration Policy - 5. Group Compensation Systems
Section I

5.2 Performance Management framework

5.2.1 The Framework

objectives with business strategy, while encouraging and rewarding supported by an annual performance measurement framework assuring coherence, consistency and clarity of performance The Group Incentive System, described in paragraph 5.1, is desired behaviors and risk orientation.

Performance is evaluated in terms of risk-adjusted profitability and risk-weighted systems and mechanisms are provided.

The performance management process ensures all Material Risk Takers know what is expected of them and includes a rigorous monitoring of their goals achievements. For the Group Material Risk Takers, for whom variable remuneration Goal Setting) is supported by a structured framework that has been Group results, the process of setting annual objectives (so-called is expected to be more in line with long-term value creation and consolidated over the years, namely the KPY Bluebook.

is reviewed and updated annually with the involvement of certain evaluation framework within the Group Incentive System, which The KP/ Bloebook serves as the performance measurement and key functions (i.e. Human Capital, Finance, Risk Management, Compliance, Group ESG Strategy & Impact Banking).

The KP/ Bluebook provides specific guidelines related to:

• the selection of goals based on year-to-year priorities defined by business/division and the assignment of individual goals customized on the single position;
• quantitative. In case of customized goals, clear and pre-defined parameter for future evaluation performance shall be set and the indication of measurable goals, both qualitative and made transparent;
• balanced use of economic and non-economic goals, taking into account the single role's specificities;
• the use of risk-adjusted/related goals (e.g. at least one KPI);
• the use of sustainability objectives for value creation over time (e.g. around half of the goals - among those based on priorities and annual strategies of Group/business/division - shall be related to sustainability);
• KPI "Tone from the Top" mandatory for all Group Material Risk the use of goals related to conduct a compliance culture (i.e. Takers):
• economic measure, use KPIs independent of results of monitored the selection of goals for the Corporate Control Functions, in order to ensure their independence (e.g. avoid KPIs linked to areas to avoid conflict of interests);

conflicts of interest with customers, particularly for Commercial/ the selection of goals, defined in a perspective of avoidance of letwork roles.

The KP Bloebook includes KPIs certified by relevant functions among which:

Main core drivers categories	Examples of KPIs for each category
Value creation	RACE (Risk Adjusted Capital Efficiency) ROAC (Return on Allocated Capital) ROTE (Retum on Tangible Equity)
Risk and capital governance	· CET1 ratio fully loaded · Performing Stock EL % New business El % NPE ratio
Clients	Quality claims management and response External Customer satisfaction Index (e.g. · Intemal Service Quality (ISQ) ************************** Reputation Index quickness MPS)
Industrial levers	Innovation and digitalization of Cross-selling excellence (CSE) processes and products · Underlying Net Profit · Operating costs
Human capital	· Human Capital Value & Inclusion Gender Balance & Pay Gap HR Processes Execution Succession Planning
Compliance culture	Regulatory requirements and policy · Tone from the Top implementation
	Cross Functional Collaboration and Best Practice Sharing

section | 2021 Group Remuneration Policy - 5. Group Compensation Systems needs without compromising the ability of the Company to generate profit in the future and which have an impact on the creation of In general, the KP Bluebook in addition to being the reference. medium/long-term value for one or more stakeholders. as shown in the picture below, to help identifying the most relevant and non economic goals and are mapped into clusters of business, focus on risk-adjusted, sustainability-driven metrics and economic standardized KPIs (all certified by relevant functions), with specific The different categories of the KP Bloebook represent economic

Sustainability KPIs (see Focus area) are the goals that meet current

measures.

.

Incentive System, can also be applied to the assignment of annual

objectives for all Group personnel.

catalogue for the assignment of objectives within the Group

Focus

Succession Planning. Further details on the sustainability strategy

are included in the Integrated Report published on UniCredit

website.

measuring client experience, employees' engagement level and

The KP/ Bloebookincludes also sustainability indicators aiming at Stakeholder Value and Indicators

CLIENTS

Definition analysis of an overall satisfaction perceived by the Internal Customer,

KPIs,

mal service

exaluating the Department which is providing the service. Purpose is to simplify

the process and improve its effectiveness. In addition, specific employee

experiences may be measured, evaluated by the employee quickly after the

experience to ok place:

Definition analysis of competitive positioning of UniCredit on strategic l such as customer experience and brand reputation, assessing brand & business perception among Customers and Prospects:

randomly in a double blind approach (no list of clients contacts provided by Listening Methodology: the assessment is conducted in all countries where the group operates as commercial bank through surveys that involve the
Retail and Corporate segment. Respondents are customers of the banks of UniCredit and of the local competitions and are contacted by the Provider UniCredit and no specification that UniCredit is the commissioner of the

perimeters, through a periodic web survey, on employees who have used the

respective services;

Used indexes: Overall Satisfaction for employees ;

Supplier: MaritzCX.

Listening Methodology, the assessment is conducted on the major group

recommendation of the local bank by its customers;
• Reputation Index assessing the overall reputation of the local bank vs peers · Strategic Net Promoter Score (S-NPS) as sessing the likelihood of Used indexes:

· Supplier: Kantar.

by customers & prospects;

4 Genden Blaiper	· · Definition year-on-year trend in the percentage of women in Executive Vice
	succession planning coverage ratio allowing to calculate the

HUMAN CAPITAL

Definition the succession planning coverage ratio allowing to calculate the percentage of about 500 senior management group positions for which a eaders hip pipeline;

Methodology: the research is run for Group employees, through a recurring web

Presidentand Senior Vice President positions;

survey internal analysis by the Human Capital function of the female

representative by levels of the Global Job Model.

Methodology, the succession plan analysis follows a structured process based on Executive Development Plan (EDP) outcomes:

Govemance, Nomination and Sustainability Committee and then with the · Provider: Intemal. The Coverage Ratio is yearly shared with the Corporate Board of Directors at the end of the process. With reference to 2020, as shaned with the Board of Directors, 100% of the strategic positions has a formatized and succession plan.

EDP AT A GLANCE

In 2018, UniCredit signed the UK's HM Treasury Women in Finance Charter to WOMEN IN SENIOR LEADERSHIP ROLES . The Top Management positions subject to the discussion with the Group Chief EDP is the group Management Review process which allows to plan, manage · ~ 2,200 Executives involved during the EDP session across the Group; and develop the group Leadership pipeline: · Local EDP sessions to discuss all the EDP

the same positions by 2023.

..............................................................................................................................................................................

Executive Officer.

Vice President and above) by 2022. An additional 30% target has been added for decided to set up a target of 20% women in Senior Leadership roles (Executive in the financial services sector worldwide. Under this circumstance, UniCredit pledge its full support to helping improve gender diversity

2021 Group Remuneration Policy - 5. Group Compensation Systems Section I

5.2.2 2021 Goal Setting Framework

The annual objectives are defined starting from the business strategy and in compliance with the KP/ Bluebook framework described above. The process starts with the definition of the

objectives of Top Management, which serves as a starting point for where applicable. Below is the illustrative structure of the top level the cascading of objectives to Group Executives and lower levels, objectives.

Overview on 2021 Goal Setting for Executives with Strategic Responsibilities

Other	RISK-ADJUSTED PROFITABILITY RETURN ON CAPITAL /
Control Functions		COST CONTROL	defined byeach function to sustain Strategic Plan Team 23 goals' achievement (e.g. customer experience or process automation and digitization) HUMAN CAPITAL VALUE & INCLUSION STRATEGIC AND ESG INITIATIVES TONE FROM THE TOP
Business	RISK-ADJUSTED PROFITABILITY RETURN ON CAPITAL / ASSET QUALITY
Economic goals Non-Economic ESG goals

Economic objectives, with different weightings depending on the role and in compliance with regulations for the Corporate Control Functions, include objectives such as risk-adjusted profitability, return on capital, cost control and asset quality.

organization awareness on these topics within the risk management Taker population, a specific KPI "Tone from the Top" is mandatory, Respect - Do the right thing!" Group principle, to enhance overall Among the non-economic objectives for the Group Material Risk crime prevention, cyber-security, climate risks and sustainability) as well as adherence to the values embedded into the "Ethics & compliance and risk culture (e.g. customer protection, financial related to integrity towards conduct principles and spread of framework.

Vice President and above population, which can also be assigned to representation, as an enabler of the Bank a specific "Human Capital lower levels in order to generate a sustainable pipeline. In addition Value & Inclusion" target has been further detailed for Executive In addition, to support UniCredit's commitment to people management and inclusion initiatives, including gender

pay gap/balance targets and gender diversity initiatives, assigned to people's engagement and providing opportunities for remote social Top Management, the objective addresses the strategic workforce to the percentage of women in Senior Leadership roles, to gender planning as well as employee safety and well-being during the pandemic and the transition to remote working by fostering interaction.

generate new opportunities, strengthen brand recognition and ESG mplementation of Group strategies is defined, customized on the positioning, or the contribution to the reduction of environmental the customer experience, automation, digitalization of processes specific role and with reference to targets linked for example to and excellence of their function. Particular focus is given to ESG mpact through a strengthened digital approach and remote initiatives, such as the development of business strategy to customer interaction. Strategic initiatives are calibrated and Finally, for Top Management an annual objective for the cascaded within the managerial chains.

2021 Group Remuneration Policy - 5. Group Compensation Systems Section I

compared to the target assigned. These suggested evaluations are defined by the competent functions and validated within a process that also involves the Human Capital and Compliance functions.

minimum of "below target goal" to a maximum of "greatly exceeds Each objective is assessed on a 5-point rating scale ranging from a

target goal". For economic objectives with quantitative targets,

"suggested evaluations" are provided in support of the managerial defined by the designated functions (e.g. CFO, Risk Management), evaluation, based on the percentage of achievement/deviation

Below are illustrated the objectives assigned to Executives with Strategic Responsibilities grouped by role:

2021 Goal Setting for Executives with Strategic Responsibilities - Business functions

ILLUSTRATIVE

ILLUSTRATIVE

Target/Performance Criteria	· V5 MYP budget · Vs MYP budget · Vs MYP budget · Vs MYP target	evaluated on a 5-point rating Qualitative assessment
		scale
Perimeter	Own perimeter/Group	Own perimeter/Group	Qualitative assessment based on adherence to 5 fundamentals (+/- 20%)
KPI	· Underlying Net Profit · Underlying ROAC · Asset quality Op. Ex.	· Human Capital Value & . Strategic Initiatives · Tone from the Top nclusion
Weight	50%	ടവഴല
	ECONOMIC	ECONOMICA MOM 5G	& BEHAVIORS VALUES

2021 Goal Setting for Executives with Strategic Responsibilities - COO area

ILLUSTRATIVE

	Target/Performance Criteria	· Vs Qualitative assessment · Vs MYP budget · Vs MYP budget · Vs MYP target	evaluated on a 5-point rating Qualitative assessment scale
00	Perimeter	Own perimeter/Group	Own perimeter/Group	Qualitative assessment based on adherence to 5 fundamentals (+/- 20%)
	KPI	FTE and NHR cost · Underlying ROAC · Operational Risk efficiency OD.Ex.	· Human Capital Value & · Strategic Initiative s · Tone from the Top Inclusion
	Weight	60%	40%
		ECONOMIC	ECONOMICA NON- ESG	& BEHAVIORS JA 1185

2021 Goal Setting for Executives with Strategic Responsibilities - Finance & Controls, Competence Lines and Corporate Control Functions

ILLUSTRATIVE

Taget/Performance Criteria	· Vs Qualitative assessment · Vs MYP budget · Vs MYP budget	evaluated on a 5-point rating Qualitative assessment sale
Perimeter	Own penmeten Group	Own penmeten Group
Pl	Underlying ROAC* FTE and NHR cost efficiency 00.Ex.	Human Capital Value & Strategic Initiatives Tone from the Top no lusion
Weight	30%-10%	7096-9096
	BCONOMIC	BCONOMIC NON- ESG

ALUES

Qualitative assessment based on adherence to 5 fundamentals (+/- 20%)

Assigned toF irence & Comfol only
Not assigned to Head of Interral Avait a m

5.3 2020-2023 Group Long Term Incentive Plan

management, orienting the performance management measurement Plan), approved by the Board of Directors on December 2, 2019 aims performance appreciation and sustaining a sound and prudent risk at aligning Top and Senior Management interests to the long-term The 2020-2023 Group Long Term Incentive Plan (2020-2023 LTI on a multi-year horizon, aligned with Team 2 3 Strategic Plan. value creation for the shareholders, to share price and Group

Senior Executive Vice Presidents of UniCredit

Executive Vice Presidents of UniCredit and of the Legal Entities of the Group

2020-2023 LTI Plan beneficiaries

tool in order to retain Key Players for the achievement of the mid-long The Plan also has the characteristic to be qualified as a "retention" tern Group strategy.

subject to the achievement of specific performance conditions linked The 2020-2023 LTI Plan provides for the allocation of UniCredit free ordinary shares, in several instalments and over a multi-year period, to the 2020-2023 Multi-Year Plan.

The personnel belonging to Corporate Control Functions Human Capital function and the Manager in Charge of (i.e. Risk Management, Compliance, Internal Audit), including selected Talents not belonging to Other key players ~200 beneficiaries, the aforementioned clusters

Drafting the Company Financial Reports "Dirigente

Preposto" are not included in the Plan.

2020-2023 LTI Plan: main features

Defined opfrom on the basis of four years.compensation
Malus conditions that reduce the payable annount based on profitablity, liquidity, capital position

1.00% upfront vesting forKey Players not Material Risk Takers

ﻥ

2020-2023 LTI Plan

whole performance period, in addition to the respect of the conduct of

profitability, capital requirements and liquidity as well as positive RAF Moreover, the shares will be assigned only on the basis of the respect,

during the performance period, of the minimum conditions of

measured across the performance period, defined yearly or for the

2020-2023 UriCredit Strategic Plan

IYEAR

HO LO IHG
1 YEAR

1 YEAR

IYEAR

PERFORMANCE PERIOD

are

OTHER KEY (NOT MRT)

100% UPFRONT

ESTING

PLAYERS

รับห

1

दिन

All pation view

Gateways, Malus Conditions and Claw-back

	DEFERRAL PERIOD	C MALUS CONDITIONSS
2023
2022		GATEWAYS & RISK ADJUSTMENT
2021	PERFORMANCE PERIOD
2020

Profitability - Underlying NOP and Net Profit > (each year) Profitability - ∑ 2020-23 and 2023 Underlying NOP and Net Profit'> 0

· Capital - Pillar 1 ratios ≥ Min Requlatory Target (each year) Liquidity - LCR, NSFR ≥ Min Regulatory Target (each year)

Positive RAF

· Capital - Pillar 1 ratios > Min Regulatory Target (each year) · Liquidity - LCR, NSFR ≥ Min Regulatory Target (each year)

NCP Net Printed in the Prince (in Station) : trans is the Batestes andromanies restructions : server meders (sectories) construction and concerner construction constitution

Mal us conditions are measured each year before the payment of the installinent

Note incase noregulatory target is foreseen RAF livit will be used as theshd

ules, Company Policies and to the Company values mentioned in the compliance with respect to the law, Company and Group compliance Code of Conduct (including claw-back clauses).

2021 Group Remuneration Policy - 5. Group Compensation Systems

Section I

The different percentages of payments in shares, starting from 2024,

are defined considering beneficiary categories, as described in the

table below.

The awarded shares will be subject to a 4-year deferral period from

the date of the award of the LTI Plan, as required by law.

profitability conditions is not reached (either cumulative or in 2023), threshold for the other conditions to be assessed at the end of each the award will be zeroed; on the other hand, the failure to reach the With reference to the performance period, if the threshold for the year, implies the pro-rata reduction of the incentive.

basis of the achievement of specific performance conditions linked to the 2020-2023 Multi-Year Plan, subject to continuous employment at

each date of assignment of the shares.

The overall final amount of assigned shares will be defined on the

With reference to the deferral period, if the thresholds for profitability, reduced from 50% to 100%, based on the assessment of the general capital or liquidity conditions are not reached, the award will be

context in which the results have been generated.

The claw-back rules are applied for the next five years to all payments regardless of the specific deferral scheme.

Evidence of misconduct or gross negligence by the beneficiary during of conduct and other internal rules, especially concerning risks) will the performance, deferral and claw-back period (e.g. breach of code. trigger malus & claw-back conditions. It is expected a correlation mechanism with risk, based on a qualitative assessment, a progressive reduction of the incentive can be envisaged, the annual risk dashboard during the Plan time horizon. Based on this assessment of the Risk Appetite Framework and carried out through until the complete zeroing

evaluation of the overall performance achieved during the Plan period, Total Shareholder Return) in relative terms and on a comprehensive assessment on the basis of the value creation for shareholders (i.e. also based on other managerial KPIs included in the MYP, market It is foreseen that the Board of Directors will also carry out a final

2020-2023 LTI Plan Scorecard

2028

2027

Payout	> 100%	0-100%	09%	> 100%	0-100%	09%	> 100%	0-100%	09%	> 100%	0-100%	09%	150%-125%	100%	75%	50%	09%	> 100%	0-100%	09%	> 100%	0-100%	09%
Criteria	> 8.1%	7.396-8.196	< 7.396	4 3.8%	4,2%-3,8%	> 4.296	40.39%	0.44%-0.39%	> 0.44%	< 10.2 bln	10.5-10.2 bln	> 10.5 bln	1* - 2m in ranking	30 in ranking	40 in ranking	500 in ranking	below 50	> +3 pts	+1 pt; + 3 pts	< 1 pt	> 73 pts	71-73 pts	< / 1 ots
Target		average 20-23 8.1%			average 20-23 3.8%			average 20-23 039%			end of 23 10.2 bln			3d in ranking	vs. peers	end of 23		+3 pts vs.	competition	end of 23		twice in the Plan 73 pts
Weight		60%					20%				10%							10%
		RoTE with CET 1 underping			NPE ratio "Core"			(new business Expected Loss	flow-)		OpEx			ESG rating	(Sustainalytics)			Customer	Satisfaction		People	Engagement
Lever and KPIs .		Profitability				Asset Quality					Industrial							Sustainability

A 3ased on underlying net profit
B. 3on orgate for ŒTL at læst 200 bps abovernininnum regulatory target

Nta Grassistin the lear a equallyweighted var-priments of Krestt above MP anyet in the tracket hat material at least hir minum the shiddled,
sill within therasin on 100% ope

C.Without madel impact

2021 Group Remuneration Policy - 5. Group Compensation Systems

Section I

the LTI Plan may in no event exceed the maximum 100% of the shares context and compensation trends, reputational impacts, risks, relative the Bank. Such assessment may lead to a decrease down to "zero" or Return on Tangible Equity (RoTE), innovation and digtization level of an increase up to maximum 20% of the shares to be awarded under the Plan. However, the overall final number of shares assigned under for which each beneficiary is eligible. Once the Board verifies the achievement of the performance indicators, the shares awarded to each Beneficiary will actually be assigned on the basis of the deferred instalments foreseen for the different beneficiary

categones.

For the purpose of determining the number of shares to be awarded the below performance indicators specified in the LTI Plan are

considered:

2021 Group Remuneration Policy - 5. Group Compensation Systems Section I

The award is confirmed at the end of the Multi Year Plan if the above performance criteria and the Gateways & Risk Adjustments are confirmed.

As required by law, each share payment is subject to a share retention described above and subject to the malus and claw-back conditions. The awarded shares will be paid in line with the payout scheme period of one year.

of shares during the 30 days prior the Board of Directors of January 14, 2020 approving the remaining details concerning the Plan (including Share conversion price was defined on the basis of the average price. the share conversion price) that equals € 13.305.

The maximum number of UniCredit shares to be allocated under the Plan is equal to 9,400,000 shares.

share capital of approximately 0.42%, assuming that all the free shares The 2020-2023 LTI Plan envisages an expected impact on UniCredit will be assigned to employees. The total dilution for all share plans currently in place, including 2020-2023 LTI Plan, equals to 2.50%.

the year following the one of each up-front or deferred share instalment Plan, will actually be assigned to the Beneficianes by the month of July (e.g.the "up-front" share instalment vested in 2024, at the end of the transferable) shares to the beneficiaries at latest by the end of July of The Board of Directors will assign free UniCredit ordinary (and freely 2025).

In case of termination of the employment relationship, the Beneficiary a Good Leaver. Specifically, in case of Good Leaver, if this occurs during shall keep all rights under the Plan provided that he/she qualifies as the performance period, the Beneficiary will be entitled to a pro-rata

conditions under the Rules of the 2020--2023 LTI Plan. For the purpose of the Rules, a "Good Leaver" is exclusively a Beneficiary who ceases to be an Employee of the Company during the Plan due to the following temporis award of the shares, subject to the achievement of relevant performance conditions at the end of the performance period and according to the deferred payout scheme and all other terms and reasons:

• termination of the employment relationship due to any physical impediment including ill-health, injury or permanent disability, as established by applicable laws;
• retirement, also in case of agreement with the Company and/or enrolment into early retirement or redundancy plans;
• the company employing the Beneficiary ceases to be a member of the Group;
• which the Beneficialy works to a person or legal entity which is a transfer of the undertaking, or the part of the undertaking, in not a member of the Group.

the specific circumstances and the company's interest, within the scope The status of "Good Leaver" may also be granted, taking into account of specific agreements entered into with the beneficiary.

regulations from time to time in force in the countries where the Group During the implementation phase, potential changes can be made to the LTI Plan, in order to ensure compliance with the laws and Legal Entities are established 19

1. Such merers shall beather in accroacewith the provinsite and in pricial with the Teapairini il vitalians per le Banche in netroind indiche e prassi di

11 - 11 16 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
Report on the Remuneration 2. Governance 2.1
2 Role of Corporate Control Functions and other relevant functions Committee ਟ
3.1 2020 Incentive System implementation Remuneration Processes and Outcomes 3.
3.2 Group Long Term Incentive Plans status and outcomes
3.3 Group Material Risk Takers identification process outcomes update
Auditors and Executives with Strategic Compensation to Directors, Statutory 4. 2020 Remuneration Data 4.1
4.2 Granular Remuneration Data Responsibilities

Section II

Introduction

Remuneration Report

Remuneration Report - 1.Introduction

Section II

1. Introduction

outcomes in UniCredit, demonstrating their coherence with the business strategy and performance and the methodologies with the aim of increasing stakeholders' awareness of the compensation, practices and The Remuneration Report discloses all relevant Group compensation-related information and sustainability over time, responsible remuneration and sound risk management.

members. Remuneration solutions implemented in 2020 provided for: The report provides ex post information on 2020 outcomes, covering both the Group Material Risk Taker population and corporate bodies'

• compliance of incentive structures with all relevant regulations, including deferred and equity incentives based on financial instruments;
• comprehensive performance measurement to foster sound behaviors aligned with different types of risk.

The disclosure provided within the Remuneration Report considers the:

• alignment to the national and intemational regulationy provisions in force;
• the Remuneration Committee as well as other national and supported by Willis Towers Watson, as external advisor of continuous monitoring of market trends and practices, European Banking Associations;
• annual engagement process with international investors and slosinge Axold

in line with the 2020 Group Remuneration Policy, which was built based on national and international regulatory framework, as made available The activities performed in 2020 from a compensation standpoint are along the vears:

• on January 1, 2014 the Capital Requirements Directive (CRD IV) for Material Risk Takers and requesting local regulators to issue was implemented, providing a cap on variable remuneration regulations for local implementation;
• Delegated Regulation (EU) 604/2014 with regard to regulatory on March 4, 2014 the European Commission issued the technical standards (RTS) to identify Material Risk Taker opulation:
• · on June 27, 2016 EBA published the document "Guidelines on sound remuneration policies "-
• to Circular 285 on remuneration and incentive matters, already on October 23, 2018 Bank of Italy published the 25th update incorporating the CRD IV provisions;
• Transparency of banking and financial transactions and services - Fairness of relations between intermediaries and clients", on March 19, 2019 Bank of Italy issued the provisions on applicable from 2020:
• on December 10, 2020 Consob Issuers Regulation Nr. 11971 was (EU) 2017/828 (Shareholders Rights Directive II) requirements of May 17, 2017 already implemented in the legal system with the updated under resolution no. 21623 to transpose the Directive Legislative Decree no. 49 of May 10, 2019.

remuneration which were fully considered during the decision-making During 2020, there were a few ECB recommendations on variable orocess.

including the number of individuals in pay brackets of at least 1 million remuneration benchmarking exercise and data collection of high remuneration for 2019 of all staff and Group Material Risk Takers, earners, reporting, through Bank of Italy, information regarding In 2020, we participated in the European Banking Authority's um

In 2020, in continuity with the past, UniCredit interacted with the Remuneration Committee external advisor which provided with:

• benchmarking analysis versus our defined peer group to inform any decision, also related to Group Executive population; recommendations on remuneration based on specific
• analysis on emerging trends in market compensation practices;
• with the goal to improve Group policies and practices.

n 2020 and in the first months of 2021, UniCredit continued its annual structured dialogue with the international investors and proxy advisors, valuable feedback on the compensation approach and specific inputs as well as national and European Banking Associations, receiving for an effective compensation disclosure, considering Italian and international standards.

Remuneration Report on 2019, with an approval percentage higher Moreover, to be noted a positive feedback gathered during the shareholders' General Meeting held on April 9, 2020 on the than 95%. UniCredit also interacted with Regulators to properly consider issued recommendations.

comprehensive information on compensation, includes also this year details referring to Members of Administrative and Auditing bodies, General Managers and Executives with Strategic Responsibilities The Remuneration Report, a document providing complete and

resolution no. 21623 of December 10, 2020), as well as the information In particular, data pursuant sect 84-quater Consob Issuers Regulation on incentive systems under 114-bise are included in the attachments to the 2021 Group Remuneration Policy and Report, published on Nr. 11971, Compensation Report-Section II (last modified under

UniCredit website, in the section dedicated to the Shareholders'

Meeting

Golddines on soundremonation policies understitle 74\$) and 75(2) of Directive 203/36EU and diction 60, No 575/2023.

යල් යtiveds to 15 of Fet uny 24, 1992 and in the tsur "Rejudion" a displation" a dopted by coreces with excition in 1971 of May 14, 1999 regating the
information to be di

2. Governance

2.1 Report on the Remuneration Committee

> Description of the Remuneration Committee

Corporate Bodies and Committees Regulations with regards to the three non-executive members. The activities of the Committee are composition of the Board committees, the Committee consists of Policy and for the design of incentive plans. As established in the The Remuneration Committee performs a fundamental role in supporting the Board for the oversight of Group Remuneration coordinated by the Chairman chosen among its members.

Committee is composed of members Mr. Lamberto Andreotti At the date of approval of this document, the Remuneration (Chairman), Mrs. Elena Carletti and Mr. Diego De Giorg.

meet the requirements of independence described in the Corporate Legislative Decree n. 58/98 ('Testo Unico della Finanza' 'TUF') and All members of the Committee in its current composition are independent according to the article 148, paragraph 3 of the Governance Code and in the Articles of Association.

Committee are provided, in accordance with the Corporate Governance Code and the Articles of Association, as well as with the art. 148, par. 3, Further on, details on the independence of the members of the of the 'TUF'.

All members meet the requirements of professionalism, in accordance Some members have specific technical know-how and experience on any further corporate offices they hold in other companies or bodies with current regulation and regulatory dispositions and ensure that (including foreign ones) are compatible with the commitment and availability required to hold the office of member of the Committee financial matters or remuneration policies.

collaboration with the other committees are ensured by the presence, The consistency with Risk Appetite Framework and, in general, the in the Remuneration Committee, of one member of the Internal Controls & Risks Committee.

Corporate Control Functions in Group Risk Management (Group Chief Risk Officer-CRO) and Internal Audit functions, attended Committees meetings with regard to the topics specified in the dedicated table. Moreover, the Head of Group Human Capital always attended the and among them - as per Bank of Italy request - the Heads of the Along the year, the members of the Senior Management team, meetings of the Committee as a quest. The Remuneration Committee - in performing its duties - has made

functions, thanks to the support and collaboration of the corporate use of the information received from the competent corporate head office structures.

and trends, as well as up-to-date remuneration benchmarking studies. independent advisor who provides advice on compensation practices The absence of situations/relationships that could compromise the Towers Watson (WTW) for the entire exercise of the Remuneration autonomy (independence) of the consultant has been assessed in During the year, the spending requirements of the Committee are the Remuneration Committee availed itself of the advice of Willis met by a specific budget, which may be supplemented to meet specific needs. In particular, in 2020, by means of this budget, Committee's decision-making process. WTW is an external ovance.

meetings of the Committee, providing their independent opinion to the During its mandate, WTW representatives were invited to attend the WTW has collaborated with the Committee since the end of 2018. Remuneration Committee on the various topics in agenda. The Chairman of the Remuneration Committee at the earliest available Board of Directors about the activities carried out in the meetings by meeting informed, with the help of appropriate documentation, the the Committee itself.

The Remuneration Committee shared, at the end of their meetings, the discussed documentation with the Board of Statutory Auditors. Furthermore, in 2020, a Statutory Auditor attended most of the meetings.

members, provides details regarding their attendance to the meetings The following table summarizes the composition of the Committee in 2020 and, in addition to the information on the independence of the that have been called during the year. Further details are reported in the Report on Corporate Governance and the Ownership Structure published on the UniCredit website.

Activities of the Committee 2020

In 2020 the Remuneration Committee met 10 times. The meetings had an average duration of about one hour. From January 2021 to March 3, 2021, four meetings of the Committee have been held and for 2021 meeting of the Remuneration Committee is placed on record by the t is expected that the Committee will meet 10 times in total. Each Secretary designated by the Committee itself.

Section II Remuneration Report - 2. Governance

of the company performance, which determines the size of the bonus

oool.

Remuneration Committee meetings in occasion of the presentation

Furthermore, the Group Chief Financial Officer attended the

draw upon the input of involved functions to define the link between

profitability, risk and rewardwithin Group incentive systems.

In particular, the Board of Directors and Remuneration Committee

Remuneration Committee (year 01/01/2020 - 31/12/2020)

participation % of	100%	100%	85.7%	100%
Nr. of attended meetings	10	10	u	ਟ
Office covered C= Chairman M= Member	O	0	网 »	ம்) யு
Non-Executive
Independency to Articles of Association according and Code
	Andreotti Lamberto Chairman	Carletti Elena Director	Zambon Elena Director	De Giorgi Diego Director

Chairman (M) Member

Office hald until October 13, 2020
Office hald since November 4, 2020 a a

2.2 Role of Corporate Control Functions and other relevant functions

Group Compliance function's key contributions in 2020 included:

• submitted to the Board of Directors for subsequent approval at the evaluation of the 2020 Group Remuneration Policy and Report Annual General Meeting on April 9, 2020;
• evaluation of the 2020 Group Incentive System for Group Material Risk Takers:
• and distribution of Group guidelines for the development and management of 2020 incentive systems for below Executive preparation - in collaboration with Human Capital function population;
• participation in specificinitiatives of Human Capital function (e.g review of KP/Bluebook; review of definition of Group Material Risk Takers for the application of Group Incentive System);
• · analysis of specific non-standard compensation within the 2020 cycle

In 2020, to ensure the link between compensation and risk, the Group Risk Management function was involved:

• framework to develop remuneration within an overarching Group in compensation design and in the definition of an explicit Risk Appetite Framework;
• in the definition/update of the Group Incentive System entry conditions:
• in the definition of KPIs, part of the KB/Bluebook, identified as risk-related:

so that incentives in taking risk are appropriately counterbalanced by incentives in managing risk.

those adopted by the Bank in managing risk for regulatory and internal Remuneration Committee meetings to ensure that incentive schemes are appropriately updated to take into account all of the risks that the Bank has taken on, pursuant to methodologies in compliance with Additionally, the Group Chief Risk Officer was invited to attend ourooses.

Group CFO function contributed to 2020 compensation processes mainly through the definition of

• Group Incentive System entry conditions;
• bonus pool funding KPIs and
• population, also providing the relevant budget and actual data. performance Scorecard KPIs for Group Material Risk Taker

Remuneration policies and practices Internal Audit report on the 2020

Group remuneration policies and practices, requested by Bank of Italy®, aimed at verifying the design and implementation of the remuneration process, as well as its compliance with relevant Group Audit Department performed the annual audit on the regulatory requirements and Group internal rules.

execution of decisions taken by UniCredit Remuneration Committee The Internal Audit satisfactory evaluation was based on the overall correct application of the Group Incentive System, including and Board of Directors.

Group Remuneration Policy and the application of Group Incentive Internal Audit verified the overall correct implementation of 2020 System rules to Group Material Risk Takers.

variable and fixed components of remuneration, as well as payment aspects of the remoneration process, such as Group Material Risk distribution, procedures to respect the caps of the ratio between Internal Audit also verified the substantial adequacy of specific Takers identification, goal setting, bonus pool calculation and

Severances paid in 2020 resulted in line with the Group Termination Payments Policy and severance guidelines, respecting relevant escalation processes and informing Remuneration Committee.

and deferral phase of previous year incentive system.

Main audit results were presented to the Remuneration Committee on March 3, 2021.

1. Circular 285 December 17, 2013, 259 update of October 23, 2018

Remuneration Report - 3. Remuneration Process and Outcomes

3. Remuneration Processes and Outcomes

3.1 2020 Incentive System implementation and outcomes

level and ensures a strong connection between profitability, risk and policy and governance, provides for the allocation of a performance. anuary 14, 2020, provided for a "bonus pool" approach that directly links bonuses with company results at Group and country/division reward. Such a system, implemented within the framework of the related bonus in cash and/or free ordinary shares up to six years. The 2020 System, approved by UniCredit Board of Directors on

UniCredit's annual incentive system is designed to align the interest of shareholders and management and to reward for performance. pandemic emergency (Underlying NOP: -53% vs. 2019), which in The 2020 UniCredit performance was affected by the Covid-19 turn was reflected in the annual incentive system outcomes.

variable remuneration payments, especially for Material Risk Takers, Consistently with the ECB letters of May 20, July 28 and December bonus of Group Material Risk Takers compared to budgeted figures the 2020 bonus decisions consider a reduction of ca. 50% in the 15, 2020 requiring for extreme moderation with regard to the with a proportionally higher reduction for senior executives. Moreover, in this context, ECB issued a few recommendations on May 20, July 28 and December 15, 2020 on the subject of remuneration variable remuneration, especially for Material Risk Takers that were decision, asking for extreme moderation in the distribution of embedded in the decision-making process.

> Bonus pool sizing

that is adjusted accordingly to the actual trend of performance of the related to the actual profitability measures multiplied for the bonus pool funding rate defined in the budgeting phase. This calculation determined the so called "theoretical bonus pool" for each cluster The bonus pools dimension for each of the eight clusters was respective segment.

> 2020 Entry Conditions at group and local level

measuring annual profitability, capital and liquidity results had been In order to align to regulatory requirements, specific indicators

set at both local and Group level as Entry Conditions. In particular, metrics and thresholds for the 2020 Group Incentive System as defined within the Entry Conditions - that confirms, reduces or cancels upfront and deferred payouts - included: isk

• Underlying NOP to measure profitability, Net Operating Profit adjusted excluding any extraordinary item as considered appropriate by the Board of Directors;
• extraordinary item as considered appropriate by the Board of Underlying Net Profit to measure profitability, considering the results stated in the Financial Statement excluding any Directors:
• Central Bank. These levels include, in addition to Pillar 1 and Pillar level of binding capital requirements (MDA Trigger) and a failure Authorities but will be used in fine-tuned measures based on the and the Pillar 2 Guidance. The Pillar 2 Guidance is set above the the levels of capital set following the SREP process (Supervisory to meet this threshold does not result in automatic actions by 2 requirements, the combined buffer requirement applicable Review and Evaluation Process) coordinated by the European Pillar 1 capital ratio s: the Minimum Reģulatory Targets are individual situation of the bank;
• adequate level of unencumbered "High Quality Liquid Assets" in a sufficient quantity to cover the overall "Net Cash Outflows", over a penod of thirty days, under gravely stressed conditions specified Liquidity Coverage Ratio that ensures that bank maintains an by Supervisors;
• stable funding and measures, under a long-term perspective, the sustainability terms of maturities between asset and liabilities. Net Stable Funding Ratio that is defined as the amount of available stable funding relative to the amount of required

According to the actual results, approved by the Board of Directors on February 10, 2021, the relevant Entry Conditions have been achieved both at Group level and local level as reported in the picture below.

Note are are are the restimal = 1,90% Tir 2 I transited = 2,06% Leage Bito for climal = 2,06% Leage Biot (ne citional) = 2,09% Leage Biot (nac acade env. continue) = 2,0% Le forma fear indiction of Stare Buy lack in anont of 1791 stoject to Supervisor and Room appoal. Also of cated fy on a realty end in and do

> 2020 Group Incentive System rules application

Group and local level, all the eight bonus pools are in the fully open As a consequence of Entry Conditions positive assessment both at (100%) scenario.

2020 Group Incentive System rules therefore have been applied.

calculated applying the funding rate percentage to the actual For each segment, the theoretical bonus pool value has been profitability results.

pool clusters, was not activated due to the fact that the prerequisites in The CRO "multiplier", even though was positive for most of the bonus terms of EVA were not achieved.

Takers, in line with ECB moderation recommendations and to preserve. performance results. In particular, the proposal submitted to the Board proportionally higher reduction for senior executives and Material Risk Directors, as per the Remuneration Committee proposal, considers a In this context, the Remuneration Committee resolved to submit to the Board of Directors' approval bonus pool amounts grounded on emerged in total bonus pool amount broadly in line with the total theoretical value (depending on the funding KPI which was highly bonus levels and performances within each country/division. The affected by pandemic), mostly as a result of balancing per-capita the reward for more junior non Material Risk Takers colleagues. overall approved bonus pool of the segments by the Board of

> Bonus pool distribution by segments

fully consistent with the company performance in terms of Underlying ca. 50% in the bonus of this population compared to budgeted figures, resources in 2020), as reported below, which considers a reduction of The results of the above-mentioned steps, led to the distribution of the bonus pool for the Group Material Risk Taker population (1.063

For 2020, UniCredit Board of Directors took into consideration the Remuneration Committee's proposals and regulatory guidelines regarding variable remuneration.

order to guarantee consistency and transparency towards all parties years, has been supported by a strict Group governance process in The assessment related to remuneration decisions, as in previous involved in the decision-making process.

financial position, does not limit the bank's ability to hold an adequate level of capital and liquidity and in line with ECB recommendations. The total amount of variable compensation for Group Material Risk Takers, detailed in paragraph 4.2, is sustainable given the bank's

2020 Bonus distribution for GMRT		FOCUS
-47%- 122 121		Severance Payments - Calibrations and exceptions	For Germany, which is characterized by a particularly protective egislation with regard also to Executives, a calibration proposal
61% 65		Policy), startingfrom its approval by 2019 Annual General Meeting, As provided by the Group Termination Payments Policy (Severance	was approved in compliance with paragraph 4.1.1 of the Severance Policy, allowing for the notice to be paid on top to the general
4% 9%	10%	some calibrations, submitted to the Holding by non-Italian Group Legal Entities, were approved.	governance - to also increase the maximum number of months to 36 or 48, depending on the circumstances. In consideration of this imit of 24 months and - in exceptional cases and with particular
	દ જિ 2% 5% 3%	regulatory requirements, laws and practices of the local markets and Most of the calibrations aim at ensuring the compliance with additionally to formal amendments, were related to the	provision that the formula does not apply to the severance considered context, a change in the formula calculating the severance and the privileged based on local regulatory legislation was also approved.
СВКІТА Data in rd.nE co. The 2020 payout does not individe the IT prorata yearly quota. CEE CIB 20 20 2019 2018	CBK AUT HVB SUB CBK GER coo Functions CEO	exclusion from the Severance Policy field of applicability of some categories/typologies of payments, being not discretionarily defined by laws and labor contracts;	None of the local calibrations and exceptions have an impact on the Executives with Strategic Responsibilities
	» Details For further details on the execution of the 2020 Group incentive System and the deferrals of previous years' Plans, refer to Paragraph 4.2 and to the attachment to 2023. Group Remuneration Policy and Report, published on the UniCredit website, in the section dedicated to 2021 Shareholder's Meeting.	and claw-back clauses if not envisaged by local regulations possibility not to apply deferral mechanisms and/or malus or inconsistent with local labor laws.	During 2020, all severance payments were managed in line with the approved governance and all 33 Executive® cases were managed in total consistency with the approved Policy.
> Execution of previous years plans	> 2020 fixed and variable compensation for the Chief Executive Officer	contracts ("Definitivom"), which cannot be unilaterally terminated by the Company before retirement, as provided by the Severance Policy With reference to Austria, in connection to the so called "protected" paragraph 4.1.2, the maximum limit for severance payments has	For other details on severance payments defined in 2020 for Group Material Risk Takers refer to paragraph 4.2.
Upon the assessment of achievement level for goals defined for 2020 and subsequent governance step in the Board of March 5, 2021 the allocation of ca. 3.1 million UniCredit ordinary shares was promised	With reference to 2020, the Chief Executive Officer proposed to reduce his salary by 25 per cent, equivalent to 300,000 Euro.	been raised from 24 to 36 months of total compensation.
to ca. 450 Group Material Risk Takers to be distributed in 2022, 2023, 2024, 2025 and 2026.	The CEO variable remuneration in 2020 was impacted by his decisions linked to the pandemic as well as by the year-end events regarding his
application of Zero Factor for 2022, 2023, 2024 and 2025 respectively. The actual allocation of the last four installments is subject to the	continuation in the role.	3.2 Group Long Term Incentive Plans status update
Therefore, the 2020 Group Incentive System would entail an expected impact on UniCredit share capital of approximately 0.14%, assuming the achievement of Group performance thresholds without the	In particular, the CEO decided to waive his full variable 2020 LTIP, equivalent to a maximum of 2.4 million Euro to sustain the health emergency.	> 2017-2019 Group Long Term Incentive Plan	RoTE 2.5%;
With reference to previous years Plans, the Board of Directors resolved application of Zero Factor scenano.	that he would have retired from his role as Chief Executive Officer at the end Later in the year, on November 30, 2020, Jean Pierre Mustier announced of his mandate. While defining the exit conditions, it was agreed that he	All malus conditions for the first year of deferral were fulfilled, therefore the tranches vesting in 2020 were confirmed.	Expected Loss new business flow 0.25%; NPE Ratio "Core" 3.8%;
to proceed with the payments of the outstanding deferrals due in 2021 (deferred from 2015, 2016, 2017, 2018 and 2019 Plans and from	will maintain the variable remuneration deriving from the 2017-2019 Long Term Incentive Plan, which shares will be awarded a coording to the cliff	> 2020-2023 Group Long Term Incentive Plan	OpEx 9.8 bn:
severance payments related to 2015, 2016, 2017, 2018, 2019 and 2020 Plans).	vesting scheme and subject to malus and claw-badx conditions, as legally enforceable. With regards instead to the 2020-2023 Long Term Incentive	Remuneration Committee on February 9, 2021. All the entry conditions An update on the LTI Plan progress status was provided to the	ESG Sustainalytics Rating 5th in ranking;
	Plan, Mr. Mustier does not maintain any entitlement.	results referred to the LTI Plan KPIs are strongly affected by pandemic (gateways & nsk adjustment) were met in 2020, while the Company on the profitability side	Customer Expenence +4 pts vs. competition;
			People Engagement 70 pts.
		To illustrate the progress status, and with no impact on final assessment, 2020 results on the LTI KPIs are:	of performance targets, will be carried out at the end of the four-year performance period (i.e. at the end of 2023 on end-of-Plan targets). The actual evaluation of the overall LTI Plan, including the appraisal

Section II

Section II

1. In this corted, Excotive a e the enplat to Senior Vice President rights. For for he infirmetion on the dotal lobhode, refer b Section ( Clapte L

3.3 Group Material Risk Takers identification process outcomes

On December 10, 2020, the Board of Directors, upon Remuneration of the identification process of the 2020 Group Group Material Risk Committee proposal, approved the outcomes of the second cycle Taker (GMRT).

The process led to the identification of 1,063 GMRT (176 of which first time), resulting in 43 resources more than the Group Material new compared with last year and 164 resources identified for the Risk Takers at the end of 2019. Approximately 500 resources (see also chart below) amongst the total of Group Material Risk Takers can be applied. Moreover, 39 resources are also defined as Group maximum ratio between variable and fixed remuneration of 2:1 belong to the Business Functions, for whom the adoption of a Material Risk Takers exclusively because of total remuneration levels.

line with the results of 2019 process and slightly above the peers Group Material Risk Taker population represented ca. 1.3% of the Group employee population, with this outcome being broadly in nedian.

qualitative criteria (along the year an exclusion process for 9 agents At the end of 2020, there were no Agents and Financial Advisors identified within the Group Material Risk Takers as per EBA and financial advisors was activated and completed).

Here below a representation of 2020 Group Material Risk Taker population.

2020 Group Material Risk Taker Distribution

Geographical distribution of the Group Material Risk Taker

TOTAL NUMBER OF GROUP MATERIAL RISK TAKERSY: 1,063 (0/W 164 IDENTIFIED FOR THE FIRST TIME)

A. Data as af 3 (09) 2020, tutal number 83,620.
B. Total n.mber of GMRTs does rot ind.ude Group Management Body mambers not and employees of Unicredit Group.

4. 2020 Remuneration

4.1 Compensation to Directors. Statutory Auditors and Executives with Strategic Responsibilities

4.1.1 Board of Directors

The UniCredit's Board of Directors for the financial years 2018-2020 whose The Ordinary Shareholders' Meeting held on April 12, 2018 appointed mandate expires upon approval of the 2020 financial statements. Board thus elected was chaired by Mr. Fabrizio Saccomanni. Following the sudden death of Mr. Saccomanni on August 7, 2019, Mr. appointed him to all intents and purposes Chairman of the Board of Cesare Bisoni - Deputy Chairman - served as Chairman from August 8 to September 20, 2019, the date on which the Board of Directors Directors.

concluded that he is the best candidate for the position as Chairman of UniCredit for the next term (2021-2023). Professor Padoan will serve as a Board member until the Shareholders' Meeting of April 15, 2021, called to approve the 2020 financial statements and at which a new Professor Pier Carlo Padoan as a non-executive director after having On October, 13 2020 the Board of Directors unanimously co-opted Board of Directors will be elected.

GMRT/Group
ETES®

noisis no by Division

04%

346 229 179

0.3% 0.2% 0.2% 01% 0.0%

133 2%

34 %

109

55% 92%

свя ша

m

8% 30

COO

37 %

63%

свк АШТ

Germany 3 2%

Italy 41%

On January 27, 2021, the Board of Directors of UniCredit also identified Mr. Andrea Orcel as the next Chief Executive Officer, to be included in the list of candidates for the renewal of the Board.

post of Chief Executive Officer, Chairman and Board member", approved Directors on the basis of the "Process for selecting candidates for the Prof. Padoan, as well as Mr. Orcel, were selected by the Board of by the Board itself and published on the Company's website.

The above-mentioned process will also be applied for the selection of the other candidate Directors in the list that will be submitted by the Board to the next Shareholders' Meeting on April 15.

0.0%

Euro 1,760,000, of which Euro 1,125,000 aimed at remunerating the members of the Board and Euro 635,000 at the remuneration of the proposal, made by the outgoing Board, to grant to the members of the Board and its Committees an overall annual compensation of The Shareholders' Meeting of April 12, 2018 also approved the members of the Board's Committees. The same Shareholder's Meeting had also approved the granting of an attendance fee for the participation to each Board and Committee meeting formally convened, differentiated as reported below:

• Board of Directors and Internal Controls & Risks Committee: Euro participation occurs through means of remote communication 1,000 for the physical presence of the Director, Euro 400 if the means:
• other Board Committees: Euro 800 in case of physical presence of the Director, Euro 400 if the participation occurs through remote communication means.

In 2020, after Covid-19 outbreak for safety reason, all meetings were held via remote means and rewarded as per the physical presence fee. It is recalled that members of the Board of Directors benefit from the insurance policy to cover the third party liability of Directors and Statutory Auditors. The above overall compensation was then split by the new Board, that - in compliance with clause 26 of the Articles of Association particular offices pursuant art. 2389, 34 paragraph, of the Civil - had also defined the remuneration of Directors vested with Code

Specifically, this total compensation was allocated as follows:

• Euro 75,000 for each Board member;
• Euro 50,000 for each member of the Internal Controls and Risks Committee;
• Euro 35,000 for each member of the Remuneration, Corporate Governance Nomination and Sustainability and Related-Party Committees

the Board had defined the following special remuneration ex art. Moreover, heard the opinion of the Board of Statutory Auditors, 2389, 314 para graph of the Civil Code:

• Euro 775,000 for the Chairman of the Board, in addition to the nsurance for non-occupational accidents;
• waived Euro 300,000 to alleviate the impact of the pandemic); Euro 402,000 for the Chief Executive Officer (in 2020 the CEO

heard the Statutory Auditors and Internal Controls & Risks Committee implementation and outcomes is provided in paragraph 3.1 Remuneration Committee and approved by the Board of Directors, and Executives with Strategic Responsibilities is shown. > Shareholding requirements threshold but accumulating shares). Section I, paragraph 5.1. of October 2020. achievements. > Payout as relevant. information and in such a way to be sufficient to reward the activity to Corporate Control Functions, the Board of Statutory Auditors and the for Head of Group Legal, equally balanced in terms of LTI and STI. compensation pay-mix for Executives with Strategic Responsibilities in Human Capital, based on STI (since LTI is not foreseen for them); the fixed component was defined taking into consideration market Board upon proposal of the Remuneration Committee and the opinion Covid-19 epidemic and its evolution over time, Top 7 Senior Managers overall profitability, weighted by risk and cost of capital, as well as yearly variable compensation and 25% of his salary for the year 2020. for the Heads of Corporate Control Functions and Head of Group achievement of specific goals which were previously approved by the provisions of Bank of Italy, the goals were established by the Board of Responsibilities have a balanced part of their remuneration linked to the economic results of UniCredit, taking into consideration the In light of the above, the annual incentive took into consideration the linked to Bank's performance. In the decision making process related sustainability of business, such as the customer satisfaction, risk and the systematic use of specific indicators aimed at strength ening the reporting to the CEO decided to voluntarily waive their 2020 annual Directors in line with the tasks assigned to them and avoiding goals of the Board of Statutory Auditors and the Internal Controls & Risks rendered even if the variable part of the remuneration package bonus, in line with the decision taken by the CEO to fully waive his Executive Officer as well as the other Executives with Strategic Specific individual goals were set out taking into consideration the by the 2020-2023 LTI Plan tied to the Strategic Plan Team 2 3, the market practices and the role assigned within the Group, through For the Heads of the Corporate Control Functions, pursuant to the were not paid due to non-achievement of performance goals; Internal Controls & Risks Committee were also properly involved. short-term and long-term components, the last one represented for the 7 Top Managers, fully LTI oriented (considering the Considering the uncertain impact on the European economy of sustainability goals (based on capital and liquidity ratios). With reference to the variable component and the weight of in line with the latest regulatory requirements, the Chief financial sustainability indicators and capital measures. Responsibilities it is specified that: Committee, as appropriate. waivers on STI); 2020 was: > Goals the annual remuneration approved by the Shareholders' Meeting meeting and of Euro 400 as attendance fee for taking part in any The balance between variable and fixed components has been defined also perform the functions of the Supervisory Board - a shareholder of the Company) and the other Executives with Strategic Responsibilities. attendance fee of Euro 400 for each Board of Statutory Auditors UniCredit SpA has proposed to the Shareholders' Meeting, which has plus an attendance fee of Euro 400 for every meeting of the Board of that this insurance would be extended to the Statutory Auditors fact that, as from this renewal, the Board of Statutory Auditors would policies and other elements influencing the business of the company. renew the terms of the insurance policy to cover the third party regulatory provisions, the maximum ratio between variable and fixed liability of the Company's Directors and Statutory Auditors and On the basis of this information - and taking specific account of the executive director sitting on the Board of Directors and employee of on June 13, 2018 for the external members of the Supervisory Statutory Auditors and an attendance fee of Euro 400 for any other compensation has been defined ex-ante for the Group CEO (the sole of April 14, 2016 for the outgoing Board of Statutory Auditors Board was Euro 50,000 for the Chairman and Euro 40,000 for was Euro 140,000 for the Chairman of the Statutory Auditors the annual remuneration approved by the Board of Directors the Shareholders' Meeting held on May 11, 2012 resolved to For 2020, according to the Group Remuneration Policy, in line with and Euro 100,000 for each permanent Auditor, as well as an considering also the company's strategic goals, risk management Euro 170,000 for the Chairman of the Board of Statutory 4.1.3 Executives with Strategic Responsibilities Euro 125,000 for each permanent Auditor; meeting of the other corporate bodies; meetings of a company body attended. approved, an annual remuneration of: appointed on this occasion. each external member; communicated that: > Pay-mix Auditors; amounts to 77 days, equal to 616 hours (98 days, equal to 784 hours, remuneration for the Chairman did not exceed the fixed component April 11, 2019 by the Ordinary Shareholders' Meeting and is expected for the Board of Statutory Auditors' activities and 11 days for the ones confirmed the amount of Euro 775,000, in addition to the insurance In the Shareholders' Report, it was also reminded that the new Board also had resolved to award Mr. Bisoni this special compensation for 8, 2001, and that, consequently, in the Profile of UniCredit SpA Board to remain in office for three years, until the approval of the Financial the Supervisory Board pursuant to Legislative Decree no. 231 of June coverage for non-occupational accidents, the special remuneration the period from August 8 to September 19, 2019, during which he The Board of Statutory Auditors currently in office was appointed on provided accommodation in Milan and cover for health insurance. the Chairman of the Statutory Auditors and 88 days a year (77 days in favour of the new Chairman, Mr. Cesare Bisoni. The same Board the remuneration of the new Board of Directors with regard to both of Statutory Auditors would also perform the functions assigned to Auditors' activities and 11 for the ones of the supervisory body) for participation to Committee meetings, in 2020 was equal to Euro Shareholders' Meeting with information on the time commitment of Statutory Auditors it has been estimated as a reference point to required to carry out the assignment. This commitment, for 2018, the number of 109 days a year (98 days for the Board of Statutory Executive Officer, including the remuneration from employment retainer and attendance fees (for further details, see the Directors At that time, provision was also made for Mr. Saccomanni to be The Shareholders' Meeting of April 2021 is called upon to define assess the overall commitment required to the body's members Finally it is recalled that the overall remuneration of the Chief Report on the "Determination of the remuneration of Directors" The Board of Directors' meeting of September 20, 2019 had Euro 10,000 for the Chairmen of the other Committees. as General Manager and net of the attendance fees for the As required by the "Disposizioni di Vigilanza", the level of The outgoing Board of Statutory Auditors had provided the of the supervisory body) for the permanent Auditors. of the one received by the Chief Executive Officer. served as Chairman while Deputy Chairman. 4.1.2 Board of Statutory Auditors available on the institutional website). Statements for 2021. as to the Chairman). Committee; 885,000.		Audit, Compliance function, Risk Management (CRD), Group Human
		Capital and the Manager in charge of preparing the company's
		financial reports were not connected to the Company's performance
		In line with Group govemance, 2020 assessment and payment for the
		Executives with Strategic Responsibilities have been reviewed by the
		It was foreseen the defenal/holding of ca. 75% of the incentive in 5
		years, in cash and shares, with payout subject to the achievement of
		future performance conditions over the following financial years.
		All the installments are subject to the application of malus and
		claw-back conditions, as legally enforceable.
		Approximately 55% of the overall incentive is paid in UniCredit shares,
		whose number to be allocated in the respective installments are
		defined on the basis of the arithmetic mean of the official market price
		of UniCredit ordinary shares during the month preceding the Board to
		which the bonuses are submitted, after having exaluated performance
		For further information on individual allocation related to the 2020
		Group Incentive System, refer to the 2020 Group Remuneration Policy,
		De ta ills
		Forther information regarding the 2020 incentive plans
		»
		For the CEO and for other Executives with Strategic Responsibilities,
		share ownership guidelines are in place, forther details in Section I,
		paragraph 4.8. For them and for all the other Executives to whom the
		guidelines apply, share ownership levels have been verified at the end
		For ~85% of the Executives the levels are already in line with the
		guidelines' requirements (the remaining Executives are below the
		In the following charts the synthetic information regarding the
		perceived remuneration for 2020 by the Directors, Statutory Auditors

Section II

Section II

Remuneration Report - 4. Remuneration Data Section II

2020 Compensation to Directors, Statutory Auditors and Executive with Strategic Responsibilities

Remairies	Unic redit, non-executive directors and position and the time required for the The remuneration is not linked to the safety reason, all meet ings were held statutory a uditors do not take part in The compensation is determined on In 2020, after Covid-19 outbreak for se papiervation one ziream atom at ex- performance of the tasks assigned. any incentive plans besed on stock the besis of the importance of the no bested , ge nerally , based on per the physical presence fee. yd persidible stimm increase financial instruments	In 2020, the CEO waived € 300,000 to alleviate the impact of the pande mic, there fore the total a mounted to € 1,007,000		· 200% for the CEO, the GM and for the 3 3% for the Executives with Strategic For 2020, the maximum ratio between 1.00% for the other Executives with variable a nd fixed compensation is: Responsibilities, responsible for Responsibilities, responsible for Corporate Control Functions; Strategic Responsibilities Executives with Strated ic business lines.
Amount	Controls & Risks Committee: € 1,000 a imed at remunerating the nembers remuneration of the members of the · other Board Committees € 800 in in case of physical presence of the Director, € 400 if the participation Director, € 400 if the participation €1,760,000, of which €1,125,000 Attends noe fee for participating to case of physical presence of the Board of Directors and Internal of the Board and € 635,000 as communication mears; communication maans occurs through remote socinal through remote Board's Committees each meeting.	€1307,000 for each year of activity, Chief Executive Officer (executive); · Chairmen of Boards Committees SoD Chairman, split between	€ 400 at tenda noe fee for part icipating to · for the Chairman of Board of Statutory each meeting of the Statutory Auditors, of the BoO and of the Board Commit for each permanent Auditor. € ompansation for each year € 170,000 of activity 125,000, Auditors: 1855	for the other Executives with Strategic · for the CE O. € BB5,000 fixed", 2020 compensation level · €11.05,000 variable · €10,727,692 fixed, Resporsibilities
Approved by	Shareholders' Meeting of April 12, 2018	ode par 3 and Articles of Association of of Directors of June 13, 2018, pursuant to sect 23 B9 of the Civil vice of the opinion of Statutory Suprimis	Shareholders' Meeting of April 14, 2016.	Board of Directors
Remuneration compone nt	non persation Only fixec		compensation Only fixec	Fixed and variable compensation
Beneficiaries	Non-Executive Trectors		Statutory Auguors	Responsibilities Executives with Strategic

A. Even if neatings a ehd in thesameday.
3. Alterate Audition the drater relations his lovers and the many of the many of the levels of the variaties one

2020 Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities.

Compensation to Directors

Board of Directors	BaD	Corrit- Contals hternel 8. Ricke be	Parmune otion Committee	Harninetian one Sustainebility Cover nance, Committee Corporate	Committee Related- Parties	como." fixed Tatel	on m percede a n 00 01205 800 noe trivels is a ban car Valuable 12220	moneiery benefit= Non	remune Other reton	Бы	For telue comp m of equity	indemindy for a i be im inst for employment end of affice Severance ar
Cesale Bean	0			④		881,651				18,188
La m be iba And ieatt i	8		0			166, 200				166.220:
Jean Pieme Nastiel - CEO	0					ч в вод		5313		910.913	4330.029
Mahamed Hamad Alikehall	g					96,000 :				96,000:
Segn Balbinat	0					95,000				000098
V moe raza Came lla	0				0	141,000:		9,011		150,811:
Elena Carlett I	0	0	0			002 1222				224, 2001
Olega De Graig	0		0			100,374				100,374
Es belle de Wesmes	0	0				25,668				පි. සිංහ
Beatin Laus Baitalomé	0					87,228				87,228
Stefano (4. 10.000)	0			0	0	196, 2001				196, 200
Pici Cailo Padgan	O			亚		25,540:				25,540:
Halls Pieldicchi	0	0			0	217, 200				002, 200 .
Fiancesca Tands	C	0		0		0002 222				0002, 2001
Built Ball ond 15 blo ing ung	0	0		0		317,200		9811		100,222 :
Ele na Zambon	0		0	0		142,302				142,302
Total Board of of Real						: 3,850553 :		24, 936		:5,875,488	4330,0291

	11
Urequiry

Office held until February 26, 2020.
Office held since February 5, 2020. ﺗﻪ ﺑﺤ

E. Office held since Navember 4, 2020
Difice held until March 4, 2020
E Office held since October 13, 2000
E Office held since October 13, 2000
E. Office held

Compensation to Statutory Auditors

Board of Statutory Auditors	de	Total fored comp	other incentions DODDERSTOO on numes ond Agrin based car Varioble	TO DELGT 00	amu nata P Dither	Total	or velve of equirb, como.	ndermany for end termination of ern ployment ofother a Severo noe
Marco Rigatti	. Charmon	212400 :		11.489		68883222
Antonella Bientesi	Stand ind oud itor	155,400 -		. 11,489		688899
Angelo Rocco Bon Essan i	5 tond ing oud itor	157,400 :		11,489		. 68,889
Benedetto Noverro	. 5 tond ing øud itor	: 0028881		11,489		199689
Guido Pedlucci	5 tond ing oud ittar	. 174800 :		12,897		187,697
Total Statutory Auditor sr		002'88B		58,853		947,053

് hulebcompation from the paticipidae of the bester in the bend in the being instead the cat he cat he cat he cat he cat he cat he cat he cat he cather care the caster on an

	Remuneration Report - 4. Remuneration Data
Section II

Remuneration Report - 4. Remuneration Data Section II

Compensation to Executives with Strategic Responsibilities

Boaculines with Statedic Responsibilities	Total fixed	CONTECTS FOOD - De Dents other internatives COLKES and n bir nə bilə qarşı və bir və bir mərkəzi və bir mərkəzi və bir mərkəzi və bir mərkəzi və bir mərkəzi və bir mərkəzi və bir mərkəzi və bir mərkəzi və bir mərkəzi və bir məni DOGGOLIV	10136	contre a be other		Fair value	incemnity for end termination of employment of office or Seve Birce
Other Becutives with Strategic Responsibilities (Total 12 FTE on yearly best)	10.028,131	4463484			372,545 : 159378 : 11,006,178 :	5.088165

" The Far als e d quit connection dose not edited to the beneficined by the bentling of the triest the company is boking - one
accuse lars and bring the increalism of the i

published on the UniCredit website, in the section dedicated to the Shareholders' Meeting. >>> For further details, refer to the Anner 1 document attactivel to the 2021 Group Remuneration Policy and Report,

Details

Development of CEO and Directors total remuneration average employee remuneration and company performance

Jean Pierre Mustier Chief Executive Officer	2.248 1,209 allar və luz of which CBXLL	2541 911 · fair value of which · fixed	(-25% fixed) T338
Cesare BisonP	1.039 492 of equity	882 4.330 of equity	79%
Lamberto Andreotti	141	ាមអ៊	1896
Mohamed Hamad Al Mehairi	87	96	10%
Sergio Balbinot	85	95	12%
Vincenzo Cariello	146	151	3%
Elena Carletti	178	554	26%
Diego De Giorgil		105	na
Isabelle de Wismes	158	26	-84%
Beatriz Lara Bartolomê1		87	na
Stefano Micossi	192	00	ర్కొ
Pier Carlo Padoan4		26	na
Mana Pierdiochi	171	217	27%
Francesca Tondi	155	227	47%
Alexander Wolfgring	314	327	4%
Elena Zambon®	179	142	-20%
Marco Rigotti	154	224	4596
Antonella Bientinesi	160	167	5%
Angello Rocco Bonissoni	160	169	5%
Benedetta Navarra	190	200	5%
Guido Paolucci	178	188	6%
Average remuneration at Group level	53	52	-296
Underlying Net Profit	4.675	1,264	-73%
CEO to employee ratio	43x (23x fixed)	101x (18x fixed)	+5 Bx (-5x ftxed)

muakes tual continues as legally an value in the comes for cour-councilie Ranwas filly waired

is representation the could lable for 20.9, the reportant from 09/08/2019 to 2019/09/2019 of the special removed to intractional listing of in

rrope Chaiman, whose annul and the resert in 2020
Gross val ve indudiry Ficeland Variation (accountiny viai), eduding Scrial Security Contibution as well as ather benefits

Office haldsinceFebruary 5, 2020

Office ha d until March 4, 2020
Office ha dsince October 13, 2020

Office hald until October 13, 2020

Focus

Directors, General Managers and other Executives Severance Payments - Members of the Board of with Strategic Responsibilities

During 2020, no indemnities and/or other benefits were allocated the members of the administrative and control bodies, general managers and other Executives with Strategic Responsibilities. for the termination of office or termination of employment of

The terms set for the termination of the relationship with the former General Manager and Chief Executive Officer, Mr. Jean Pierre Mustier, were disclosed to the market in press releases issued on December 21, 2020 and February 10, 2021.

with the Bank's remuneration policy, the term of office of Director Specifically, under the agreements, the terms of which are in line and the position of General Manager was terminated with effect from February 11, 2021. The executive employment relationship was terminated on February 28, 2021.

Both parties waived any notice period and there was no severance agreement as General Manager (i.e. so-called "competenze di fine or payment of any other termination benefits other than the mandatory benefits due under the law/collective bargaining apporto").

Covid-19 emergency, had already waived his potential entitlement to the 2020 portion of the bonus in April 2020 - waived any claims against the Bank and the Group, including any entitlements under stakeholders and as a personal response to the impact of the Mr. Mustier - who, recognizing the priorities of the Bank's the 2020-2023 Long Term Incentive Plan ("LTIP"). The Bank, in tum, granted Mr. Mustier the right to retain, as a "Good February 2020. Under the terms and conditions set forth in the LTIP Regulations, the 2017-2019 LTIP will vest in 2024 and is subject to Plan - corresponding to 486,391 UniCredit shares, based on the performance evaluation carried out by the Board of Directors in Leaver", his rights under the 2017- 2019 Long Term Incentive malus and claw-back clauses.

FOCUS

employment following a public purchase offer (as per Sect. 123/bis, paragraph 1, letter i), of TUF): resignations, dismissal or termination of Indemnities to Directors in the event of

following a public purchase offer. In case of early termination of the None of the Directors have contracts containing clauses envisaging without just cause or if the employment relationship is terminated the payment of indemnities, or the right to keep post-retirement benefits, in the event of resignations or dismissal/revocation mandate, the ordinary law provisions would therefore apply.

the ordinary provisions of the law and National Labor Agreement for Officer, Mr. Jean Pierre Mustier, was governed - also with regards to the event of resignations, dismissal/revocation or termination - by The individual employment, as Executive, of the Chief Executive Banking Industry Executives dated July 13, 2015.

during a Capital Markets Day held in London on December 13, 2016 February 2021 without any termination payment other than those for the presentation of the 2016-2019 Strategic Plan Transform strictly due under the law or collective agreement, the so-called The aforementioned relationship was terminated at the end of "termination fees", consistently with what already announced 2019to analysts and investors.

Release issued on December 21, 2020 pursuant to the Corporate The terms of the exit agreement were disclosed in a Press Governance Code.

Non-executive Directors do not receive, within incentive plans, UniCredit subscription rights.

termination of the directorship, nor the right to keep post retirement For Directors corrently in office, provisions do not exist regarding the establishment of advisory contracts for a term following the perks. No agreements exist either providing compensation for non-competition undertakings.

	Remuneration Report - 4. Remuneration Data
SPORTON II

4.2 Granular Remuneration Data

Total compensation policy for non-Executive Directors, Group Material Risk Takers and for the overall Group employee population shows in particular how:

• remuneration of the non-Executive Directors, as approved by the AGM, does not include variable performance-related pay;
• variable remuneration for Group Material Risk Takers is in line with their strategic role, regulatory requirements and pay for performance culture;
• the general employee population is offered a balanced pay-mix in line with the role, scope and business or market context of reference.

For 2020 the self-evaluation process, regularly reported in the 2020 Group Remuneration Policy, led to the identification of about 1,000

people at the beginning of 2020.

Group Material Risk Takers

During 2020 the Group Material Risk Takers list has been constantly updated, taking into account resources tumover and banding and organizational changes review process, bringing the amount of viaterial Risk Takers to 1,063 by the end of the year.

> Group overall population

The total compensation costs at Group level amounted at 5,968 million Euro in 2020, out of which the variable compensation amounted to 319 million Euro".

Compensation pay-mix by cluster of population/type of business

Group employee population	Fixed and other non-performance related Pay	performance-related Pay Variable
Non-Executive Directors
Chairman and Vice-Chairman	100%	0%
Directors	100%	0%
Statutory Auditors	100%	0%
Group employee population
Business Areas	ਰੇ ਕੇ ਇ	6%
Corporate center/Support functions8	95%	દ જિલ
Overall Group Total	95%	5%

Cormacial Barking the loal Coppated and A. Comments Carking General (entre to a comments) Cormercial Earking Austrial (ed cling the local

Coparate Central, Capitale & Invesment Barking (ectuding the government) (EE), Non-Create Centres in Italy, Gernany and Austria

> Benefits

Furthermore, UniCredit employees enjoyed welfare, healthcare and life balance benefits that supplement social security plans with minimum contractual requirements. These benefits are intended to provide substantial guarantees for the well-being of staff and their family members during their active careers as well as in retirement.

are paid out once the retirement requirements are satisfied. In defined In Italy, amongthe complementary pension plans, there are defined benefit plans and defined contribution plans. In most cases, benefits benefit plans the benefit's calculation is known in advance, while in defined contribution plans the benefit depends on allocated asset. management results. Complementary pension plans of UniCredit Group in Italy are external pension funds, legally autonomous from the Group.

exception is represented by the defined contribution plan section of the "Fondo Pensione per il Personale delle Aziende del Gruppo UniCredit" These plans are closed and do not allow new subscriptions, the only employees, as reported in the 2019 Pension Fund Annual Report). (which was composed by approximately 45,098 enrolled active

on their own risk appetite - among various investment lines (one in the pension plan positions in favor of their family members dependent for Within this section subscribers can distribute contribution depending ratios. In addition, the enrolled employees may open complementary Insurance sector, three in the Finance sector - corresponding to Short, Medium and Long-Term options), characterized by different risk/vield tax purposes. Moreover, in most countries where UniCredit is present, complementary pension plans are available for Group employees.

More details and information can be found in the Unicredit Integrated Report and the relevant Supplement

4.2.1 Pillar 3 disclosures on Group Material Risk Takers' remuneration and disclosures on the highest-paid employees

accordance with Article 450 of the Capital Requirements Regulation This section contains a number of disclosures which are required in (CRR II). Specifically, with reference to table REM 3, the vested component of variable remuneration from previous years refers to cash and equity awards to which the right has been matured as the performance conditions have been achieved:

• the vested components in cash refer to 2015, 2017 and 2019 Group Incentive Systems and, if present, to other forms of variable remuneration;
• the vested components in shares refer to 2016. 2017. 2018 and 2019 Group Incentive Systems and 2017-2019 LTI Plan and, if present, to other forms of variable remuneration.

has not yet matured and for which any potential future gain has not previous years refers to cash and equity awards to which the right nstead, the unvested component of variable remuneration from been yet realized and remains subject to future performance:

• the unvested components in cash refer to 2016, 2017, 2018 and 2019 Group Incentive Systems and, if present, to other forms of variable remuneration;
• and 2019 Group Incentive Systems and 2017-2019 LTI Plan and, the unvested components in shares refer to 2016, 2017, 2018 if present, to other forms of variable remuneration.

of UniCredit ordinary shares during the period January 23 - February considering the arithmetic mean of the official market closing price The value of the shares shown as unvested equity is calculated 23, 2021.

Variable remuneration paid with reference to 2020 from previous performance achievements related to Group Incentive Systems plans and, if present, to other forms of variable remuneration. years includes payouts based on demonstrated multi-year

Net of one offreeæse

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Celested in വിവർ) സ്വീർ സ്വാസവും സ്വാസവും വിശ്വാഗ്രാമന്ത്രവിക്കുന്നത്. സി.സി.സി.സി.സി.സി.സി.സി.സി.സി.സി he Clouds based on the proventies and mark and by Million in the child the child the collection and the realisment on the really of the mail be realisment on (India ഴ്ന സ്വേക്ഷയില്ലായാവ നില വിവ്യാവി (1912) 1978) 1978) 1978 (1991) 1991) 1991 1991) 1991) 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 France por lots, the Grupt Chical Child Child Child Child Child (1) Million (1 നി. (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1 ശങ്ങനെ തവന്ന വർഷിക്രവും സംഭവങ്ങൾ സമ്പോൾ സമ്പോൾ സ്ഥാന സമ്പോൾ സ്ഥാനം സമ്ധപ്രോഷണ്ഡിൽ ഗ്രാക്കും പ്രാടു ് മാനേത്രസം എ.പ്രവർ, Sravel Natole, ക്രാവ്യർ സംഭവങ്ങൾ സംഗീത സാധാന സാധാന സമ ്ളനത്തില്‍ വേല . 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	lass are a be compression bill be the state the state in Stately: Report by the partist in the participal of the story of the same of the stores of the same of the same of th Will 30 also all the Remunaration Rapat within the 20 21 Group Ramunara Son Poloyand Rapat
the back of paint. (a) and for point (o) ar July (o) ar Jatido 34(3) CPO. For the purposes of the polity, institutions that banks it romouth a daroslablian shall, in dicata what her this is on notation more and in the motion pols por cole librity to tall mambars that banal tiromth ad aroy adomis) and of a bas they apply the a daroy and ones), the mumber of siblether managas that the not statement listed to плазон.	OR m. al stati maddi substitu nad suuti-stadiman inate in an it is to an are it als 1 3 lear un ard on the legs frem alwithia dramanara ban: 9.3.1. 80 k Bur total, namunarabon, 10.13 80 keur The stated to perserbling From the
	Flash the blog pearly in the partifically, and the stores with States with State of the Burners of the Runners of North of I 10 Live of I and rebber shilded on the more of the collection of the collection in the collection in eventive mand on and one mander mander mander mander mail and in and and and and a c Ramunaration Pallau and Ranart.

Template EU REM1 - Remuneration awarded for the financial year

Fined EU-43 2		function	function	management	identified staff
	Number of identified staff	13		2 85	77
	otal fowed remuneration	2 459	893	101498	154,392
	Of which: cash-based	2439	885	87.341	13 8.962
	Not applicable in the EU)
	Of which: shares or equivalent ownership interests	I	l	1
emuneration 5	Of which: share-linked instruments or equivalent non-cash instruments	I	l	1
EU-5x	Of which: ather instruments	I	l	I
u	Not applicable in the EU)
1	Of which: at her forms 6	20	8	14.158	15.43 D
ച	[Not applicable in the EU]
0	Jumber of identified staff	13		2 85	77 :
10	otal variable remuneration	1	1	382"T2	44.671
	Of which: cash-based	I	l	11.132	27.305
12	Of which: deferred	I		4.2 91	7.379
EU-13a	Of which: shares or equivalent ownership interests	1	=	10,2 18	17.302
variable EU-143	Of which: deferred	I	1	6.015	7.596
emuneration EU-136	Of which: share-linked instruments or equivalent non-cash instruments	I	l	372
EU-14	Of which: deferred	l	l	177
EU-141	Of which: ather instruments	1	1
EU-14	Of which: deferred	I	l
15	Of which: atherfarms	l	l	65	E4
15	Of which: deferred		1
Total rem uneration (2 + 1 D) 7		2 459	893	98 2 E 2 1	199.063

Data in K Eur

Note fived and wishle ennueration includes non starting and ed in the refernes year and excludes severance payments which are represid in RM 2 table
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ioner to be on and estable books on broad in bronder, company of the boath on be bannel monity, noon be one one one one one one one one one one one one one the conpary of the value nated to a sub-set of benefits (accommodation allowance, company carcash equivalent to sustainable mobility, health coveragelinsurance,

Tompate EU REAZ - Special payments to staff whose profesions! activities have a material impact on institutions frier porte (formined staff)

	Conce lo n	In and personally 810 percept po the 314 Concellan	athai sanki managa mark	Other Mark ITac 200
avaranteed variable permunation awards
and and see a commend adon a manat do - Hom bar of Mark ( lot start
a moned you be la bila la manation a walids - Total a mo a re			200
Of which gas whole your be menote line the financial year, that a not to be not to be not to account. In the bonny cap
severance awarded in orevious parfoos, that have been paid outduring the financial van
Several nee sever in proxises parked that have been part of the financial was - Hember of lost The star			18
Generation of the may bed in previous that have been of the Chancel was - Total and I .		200
Savarance payments awarded during the financial year
SEAR MICS DOY MARS SHARIOGO OF This Che (Thanc b) your - Hombal of Manhillad star
Sevela nog pay manis awa viga di ling the financed lyear - Total a month			160 30	558
Of which paid dating the financial was 00			13,202	195
Or which data tion 0			2,7 09	26
Of which sayelance payments pelo de linene lal your, that are not taben into account in the bonne cap			100 31	7.278
Of which high has been and that has been awarded to a singlia be mor			90

Batalo Kier
Hotel Oil the severance payments awarded in paylors parks yours your given in RB Tales were one Marel

Template EU REMB - Defamid remuneration

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Documents of the first and
15 1-13501
Sho nas all and sunt owne ship In the 10 ED EN BAS
Show and In bed In the marks on to the lank on treass of Instill mands
1 holl rez Limand S
Chairolms
18 Mars armant function
AST (133)
Sha Nas of 90 m has lank owner a hip to 50 pm Phys	3,975		3,975			2,745
Sha n-IIn bad Inchi a marts o l go a bas lant no necash Instill mands
STALL Inchi I Parks
SUITEIPIO
transport of man adamarit
45 (- 1359)	રેકવા	1.363	28,631				18014
500 100 0 0 0 1 2 1 2 1 2 1 1 2 1 2 1 2 2 1 2 2 1 2 5 1 2 5 1 2 5 1 2 5 5 1 2 5 5 1 2 5 5 1 2 5 5 5	00,9 30	9.140	27,790			19,195	9085	20.99
ha na-linked freti a martis of 40 a las lank no necash linetia manks	ਰ 15	471	305			ਰੇਤੋ	858
the i retur marks
thairdims
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Sir (359)	20,0 39	330	20 188				33.4 20
ho nes a l go a baske of overges hip interiors a	51973	10424	1.48			27.415	12545	25.18
ha no linked lineti a marks on go a tras kark no necessh linetin manies	108	70	88			35	74
that I result mands
EUIRING
Otal STICULT	120015	33,348	93.207			39,485	73.343	53.08

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  Shara pika caland as the data batware pika at gunta ni thawaiaja of 30 days [23/02/022 - 23:02 PO21)

Template EU REMA - Remuneration of 1 million EUR or more per year

	usili dentified staff that are
	earners as set out in Article 450
EUR	CRE
000 000 to below 1 500 000
000 000 to be ow 2 000 DDS
000 to be ow 2 500 000
3 000 000 to be ow 000 DDS
to be ow 3 500 000
to be ow 4 000 DOD DDS
to be our 4 500 000 DDD
000 DDD 5 to below 000 DDS
to be ow 5 000 000
000 000 to below 7 000 5
000 to below 8 000 000

Template EU REMS - Information on e nuneration of staff these professional activities have a material impact on institutions "risk profile (identified staff)

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de le for for

		Management body remuneration				SPAJP SSAULSI S
	function MB	Supervisory Manadement Total MB tunction		west men banking	banking Retai	Asset	Lorporate SUDI THING	noe oe noe nt functions interna contro	of he A	Total
Total number of identified staff
Of which: members of the MB
of which other senior management
of which at be ridentitied stat							ਰੋ
tal remuneration of Identif ind st.	459	893	352		87		98.5 54	9.60
of which variable remuneration				40.515	A4		13.925	57
which foced removeration	459	893	3.352	84.805	51.42		84.629

Datain KEW

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