Unicredit — Remuneration Information 2021

Mar 8, 2021

14. Remuneration Report

Director's Report

April 15, 2021 Ordinary and Extraordinary Shareholders' Meeting

Remuneration Report

Dear Shareholders,

We have called this Ordinary Meeting to submit for your advisory vote the Remuneration Report, set out in the attached document which forms an integral part of the present Report.

In compliance with indications of the regulators, information is provided on the implementation of the Group Remuneration Policy approved by the Shareholder's Meeting of April 9, 2020.

REMUNERATION REPORT

In line with national and international disclosure standards, the key implementation features and outcomes of Group Remuneration Policy and Incentive Systems in 2020, as well as demonstration of the coherence of the underlying logic of Group incentive systems with our remuneration policy and with specific regulatory requests, are described in the Remuneration Report that has been made available for information to shareholders and the market. The Remuneration Report provides a description of compensation practices adopted in UniCredit and the implementation of Group Incentive Systems, as well as Remuneration Tables with a focus on Non-Executive Directors, Senior Executives and other Material Risk Taker, in compliance in particular with the Circular 285 from Bank of Italy (25th amendment of October 23, 2018).

Furthermore, in line with the indications of national and international regulators, it is deemed appropriate within the Remuneration Report, to make some updates, in particular:

• i. outcomes of the 2020 Group Incentive System;
• ii. adequate information about activities performed in 2020 by the Remuneration Committee;
• iii. compensation to directors, statutory auditors and executives with strategic responsibilities;
• iv. illustration of the international and national regulatory framework;
• v. disclosure of all information requested by national and international regulations (e.g. Bank of Italy, Consob, Institutions of the European Union).

Finally, the annexes of the Report provide:

• the disclosure as per sect. 84-quater of the Italian National Commission for Listed Companies (Consob) Issuers Regulation no. 11971 (last modified under resolution no. 21623 of December 10, 2020), referring to Directors, Statutory Auditors, General Managers and other Executive with Strategic Responsibilities;
• specific disclosure on equity plans approval and execution, as requested by art 114-bis of TUF.

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Resolution proposals to the Ordinary Shareholders' Meeting

Dear Shareholders,

If you agree with the above proposal, you are invited to adopt the following resolution:

"The Ordinary Shareholders' Meeting of UniCredit S.p.A., acknowledged the Directors' proposal,

RESOLVES

to approve, also pursuant to art. 123-ter of TUF, with an advisory vote, the Remuneration Report, as contained in the

Section II of the 2021 Group Remuneration Policy and Report which forms an integral part of the present Report, in order to assolve regulatory provisions on the matter."