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Unicredit Remuneration Information 2022

Mar 10, 2022

4272_rns_2022-03-10_6fd02f0c-5f9a-490c-8ddb-a1c19f11ba7b.pdf

Remuneration Information

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Annex 1 to 2022 Group Remuneration Policy and Report

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

Year 2021

In the following pages a set of tables presents the quantitative information that the Company must provide in compliance with article 84-quater of Consob's Issuers Regulation Nr. 11971 (as lastly modified under resolution no. 21623 of December 10, 2020).

In such regards, please note that the information requested at Section I and at the First Part of Section II of the Compensation Report, to be prepared in compliance with Attachment 3A, Schedule 7-bis of the above-mentioned Regulation, is contained in the "2022 Group Remuneration Policy and Report", of which this document represents an enclosure.

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

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

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

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

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

In compliance with Consob Resolution Nr. n. 21623 of 10.12.2020, from 2021 the information regarding "Bonuses and other incentives" is provided on an accrual basis and independently from the fact that amounts are payable or still deferred. This is a different approach from the past, when amounts were reported on an out-of-pocket basis and included both the cash upfront quota of the annual bonus as well as the deferred amounts paid from previous years. For the other executives with strategic responsibilities, the information is provided on an aggregate basis. Please note that the related perimeter – defined by the Board of Directors – has changed during the year, as a result of (i) changes in organizational structures and related appointments linked to the reorganization announced by the Bank on May 12, 2021, and (ii) the new definition of "other executives with strategic responsibilities" approved by the Bank on October 12, 2021, which now includes the members of the "Group Executive Committee" - excluding the "CEO Office" - and the Head of Internal Audit. For the General Manager ad interim, the data are reported pro-rata for the period in which the position was held. The data related to the other executives with strategic responsibilities are reported pro quota and, for comparability purposes, correspond to ca. 11.4 Full Time Equivalents (FTEs).

The overall compensation paid by UniCredit S.p.A. for 2021 to the Board of Directors and to the Board of Statutory Auditors amounts respectively to € 5,166,920 and € 917,465.

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

The value reported in column 8 ("Severance indemnity for end of office or termination of employment") refers to the amounts that were defined upon termination of the employment relationship of former executives with strategic responsibilities, which took place in compliance with the provisions of the Group's Termination Payments Policy, with deferred payments in cash and shares and subject to malus and claw-back clauses.

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

The table is not included because none of the members of the Board of Directors, Board of Statutory Auditors or other managers with strategic responsibilities currently benefit from incentive plans based on stock options. Furthermore, neither the non-executive members of the Board of Directors, nor the members of the Board of Statutory Auditors benefit from any incentive plan, be it based on financial instruments or cash.

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

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

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

The Fair Value represents the cost booked for 2021 in compliance with IFRS2. In such regards it is specified that:

  • The value referred to the Chief Executive Officer relates to the 2021 Share Award, for whose characteristics reference should be made to the Remuneration Report, the cost of which was entirely posted in 2021, based on international accounting standards.
  • The value referred to the other executives with strategic responsibilities also includes the costs related to the incentives that were kept as "good leavers" by the executives whose employment relationship was terminated during the year and that had to be entirely booked in 2021, based on the international accounting standards.

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

Provides the details of all the cash incentives accrued and / or paid during the year in favor of the Chief Executive Officer, the General Manager and the other executives with strategic responsibilities. Neither the non-executive members of the Board of Directors, nor the Statutory Auditors receive any variable compensation. The Chief Executive Officer did not participate into the 2021 annual incentive scheme nor in other plans providing for a cash payment.

The performance achieved in 2021 allowed, according to the Group Incentive System Rules, for a payout of the 2021 annual bonuses, as well as the full payout of the deferred amounts which were subject to verification of access conditions as at December 31, 2021.

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

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

Amounts in Euro
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
Fair value Severance
indemnity
for end of
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total committee
participatio
on for
n
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
Non
remunerati
Other
on
Total compensati
of equity
on
termination
employmen
office or
of
t
Cesare Bisoni Chair of the Board 01/01/2021 15/04/2021 21,575 9,000 222,945 253,521 253,521
Participation Off Site Meeting and other
Committees as guest
3,200 3,200 3,200
(I) Compensation in the company preparing the financial statements 21,575 12,200 0 222,945 0 256,721 0 0 0 0 0 256,721 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 21,575 12,200 0 222,945 0 256,721 0 0 0 0 0 256,721 0 0
Pier Carlo Padoan Member of the Board 01/01/2021 14/04/2021 21,370 9,000 30,370 12,261 42,631
Chair of the Board 15/04/2021 31/12/2021 approv. AR
2023
64,356 12,000 564,189 640,545 640,545
Member of Corp. Governance and Nomination
Committee
01/01/2021 14/04/2021 9,973 8,800 18,773 18,773
Participation Off Site Meeting and other
Committees as guest
6,400 6,400 6,400
(I) Compensation in the company preparing the financial statements 95,699 36,200 0 564,189 0 696,088 0 0 0 12,261 0 708,349 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 95,699 36,200 0 564,189 0 696,088 0 0 0 12,261 0 708,349 0 0
Lamberto Andreotti Deputy Vice Chairman of the Board 01/01/2021 31/12/2021 approv. AR
2023
85,726 21,000 106,726 106,726
Chair of Remuneration Committee 01/01/2021 14/04/2021 9,973 4,800 2,849 17,622 17,622
Chair of Corp. Governance and Nomination
Committee
15/04/2021 31/12/2021 approv. AR
2023
25,027 6,400 7,151 38,578 38,578
Participation Off Site Meeting and other
Committees as guest
5,600 5,600 5,600
(I) Compensation in the company preparing the financial statements 120,726 37,800 0 10,000 0 168,526 0 0 0 0 0 168,526 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 120,726 37,800 0 10,000 0 168,526 0 0 0 0 0 168,526 0 0
Jean Pierre Mustier Chief Executive Officer 01/01/2021 10/02/2021 8,425 4,000 45,156 82,000 139,581 0 3,016 142,597 0 0
Participation Off Site Meeting and other
Committees as guest
1,600 1,600 1,600
(I) Compensation in the company preparing the financial statements 8,425 5,600 0 45,156 82,000 141,181 0 0 0 3,016 0 144,197 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 8,425 5,600 0 45,156 82,000 141,181 0 0 0 3,016 0 144,197 0 0

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

(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total committee
participatio
on for
n
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
Non
remunerati
Other
on
Total compensati
Fair value
of equity
on
termination
employmen
for end of
office or
of
t
Andrea Orcel Chief Executive Officer 15/04/2021 31/12/2021 approv. AR
2023
64,356 12,000 293,178 1,428,205 1,797,739 0 38,464 50,624 1,886,827 4,811,216 0
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 64,356 14,400 0 293,178 1,428,205 1,800,139 0 0 0 38,464 50,624 1,889,227 4,811,216 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 64,356 14,400 0 293,178 1,428,205 1,800,139 0 0 0 38,464 50,624 1,889,227 4,811,216 0
Mohamed Hamad Al
Mehairi
Member of the Board 01/01/2021 15/04/2021 21,575 7,000 28,575 28,575
Participation Off Site Meeting and other
Committees as guest
800 800 800
(I) Compensation in the company preparing the financial statements 21,575 7,800 0 0 0 29,375 0 0 0 0 0 29,375 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 21,575 7,800 0 0 0 29,375 0 0 0 0 0 29,375 0 0
Sergio Balbinot Member of the Board 01/01/2021 15/04/2021 21,575 8,000 29,575 29,575
Participation Off Site Meeting and other
Committees as guest
4,000 4,000 4,000
(I) Compensation in the company preparing the financial statements 21,575 12,000 0 0 0 33,575 0 0 0 0 0 33,575 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 21,575 12,000 0 0 0 33,575 0 0 0 0 0 33,575 0 0
Vincenzo Cariello Member of the Board 01/01/2021 31/12/2021 approv. AR
2023
85,726 20,000 105,726 10,735 116,461
Member of Related Parties Committee 01/01/2021 31/12/2021 approv. AR
2023
35,000 11,200 46,200 46,200
Participation Off Site Meeting and other
Committees as guest
1,600 1,600 1,600
(I) Compensation in the company preparing the financial statements 120,726 32,800 0 0 0 153,526 0 0 0 10,735 0 164,261 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 120,726 32,800 0 0 0 153,526 0 0 0 10,735 0 164,261 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
Fair value Severance
indemnity
for end of
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total committee
participatio
on for
n
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
Non
remunerati
Other
on
Total compensati
of equity
on
termination
employmen
office or
of
t
Elena Carletti Member of the Board 01/01/2021 31/12/2021 approv. AR
2023
85,726 21,000 106,726 106,726
Member of Remuneration Committee 01/01/2021 14/04/2021 9,973 4,800 14,773 14,773
Member of Internal Control and Risks Committee 01/01/2021 14/04/2021 14,247 6,000 20,247 20,247
Chair of Internal Control and Risks Committee 15/04/2021 31/12/2021 approv. AR
2023
35,753 14,000 71,507 121,260 121,260
Member of Related Parties Committee 15/04/2021 31/12/2021 approv. AR
2023
25,027 7,200 32,227 32,227
Participation Off Site Meeting and other
Committees as guest
3,200 3,200 3,200
(I) Compensation in the company preparing the financial statements 170,726 56,200 0 71,507 0 298,433 0 0 0 0 0 298,433 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 170,726 56,200 0 71,507 0 298,433 0 0 0 0 0 298,433 0 0
Diego De Giorgi Member of the Board 01/01/2021 15/04/2021 21,575 9,000 30,575 30,575
Member of Remuneration Committee 01/01/2021 15/04/2021 10,068 3,200 13,268 13,268
Participation Off Site Meeting and other
Committees as guest
4,000 4,000 4,000
(I) Compensation in the company preparing the financial statements 31,644 16,200 0 0 0 47,844 0 0 0 0 0 47,844 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 31,644 16,200 0 0 0 47,844 0 0 0 0 0 47,844 0 0
Jayne-Anne Gadhia Member of the Board 15/04/2021 31/12/2021 approv. AR
2023
64,356 12,000 76,356 76,356
Chair of Remuneration Committee 15/04/2021 31/12/2021 approv. AR
2023
25,027 6,400 7,151 38,578 38,578
Member of Corp. Governance and Nomination
Committee
15/04/2021 31/12/2021 approv. AR
2023
25,027 6,400 31,427 31,427
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 114,411 27,200 0 7,151 0 148,762 0 0 0 0 0 148,762 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 114,411 27,200 0 7,151 0 148,762 0 0 0 0 0 148,762 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total committee
participatio
on for
n
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
Non
remunerati
Other
on
Total compensati
Fair value
of equity
on
termination
employmen
for end of
office or
of
t
Jeffrey Alan Hedberg Member of the Board 15/04/2021 31/12/2021 approv. AR
2023
64,356 12,000 76,356 76,356
Member of ESG Committee 15/04/2021 31/12/2021 approv. AR
2023
25,027 4,800 29,827 29,827
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 89,384 19,200 0 0 0 108,584 0 0 0 0 0 108,584 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 89,384 19,200 0 0 0 108,584 0 0 0 0 0 108,584 0 0
Beatriz Lara Bartolomé Member of the Board 01/01/2021 31/12/2021 approv. AR
2023
85,726 20,000 105,726 105,726
Member of ESG Committee 15/04/2021 31/12/2021 approv. AR
2023
25,027 4,800 29,827 29,827
Participation Off Site Meeting and other
Committees as guest
3,200 3,200 3,200
(I) Compensation in the company preparing the financial statements 110,753 28,000 0 0 0 138,753 0 0 0 0 0 138,753 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 110,753 28,000 0 0 0 138,753 0 0 0 0 0 138,753 0 0
Stefano Micossi Member of the Board 01/01/2021 15/04/2021 21,575 9,000 30,575 30,575
Chair of Corp. Governance and Nomination
Committee
01/01/2021 15/04/2021 10,068 8,000 2,877 20,945 20,945
Member of Related Parties Committee 01/01/2021 15/04/2021 10,068 3,200 13,268 13,268
Participation Off Site Meeting and other
Committees as guest
800 800 800
(I) Compensation in the company preparing the financial statements 41,712 21,000 0 2,877 0 65,589 0 0 0 0 0 65,589 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 41,712 21,000 0 2,877 0 65,589 0 0 0 0 0 65,589 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
Severance
indemnity
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total committee
participatio
on for
n
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
Non
remunerati
Other
on
Total compensati
Fair value
of equity
on
termination
employmen
for end of
office or
of
t
Luca Molinari Member of the Board 15/04/2021 31/12/2021 approv. AR
2023
64,356 12,000 76,356 76,356
Member of Remuneration Committee 15/04/2021 31/12/2021 approv. AR
2023
25,027 6,400 31,427 31,427
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 89,384 20,800 0 0 0 110,184 0 0 0 0 0 110,184 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 89,384 20,800 0 0 0 110,184 0 0 0 0 0 110,184 0 0
Maria Pierdicchi Member of the Board 01/01/2021 31/12/2021 approv. AR
2023
85,726 21,000 106,726 106,726
Chair of Related Parties Committee 01/01/2021 31/12/2021 approv. AR
2023
35,000 11,200 10,000 56,200 56,200
Member of Internal Control and Risks Committee 01/01/2021 31/12/2021 approv. AR
2023
50,000 20,000 70,000 70,000
Participation Off Site Meeting and other
Committees as guest
3,200 3,200 3,200
(I) Compensation in the company preparing the financial statements 170,726 55,400 0 10,000 0 236,126 0 0 0 0 0 236,126 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 170,726 55,400 0 10,000 0 236,126 0 0 0 0 0 236,126 0 0
Francesca Tondi Member of the Board 01/01/2021 31/12/2021 approv. AR
2023
85,726 21,000 106,726 106,726
Member of Corp. Gover., Nomination &
Sustainability Committee
01/01/2021 14/04/2021 9,973 8,800 18,773 18,773
Member of Internal Control and Risks Committee 01/01/2021 31/12/2021 approv. AR
2023
50,000 20,000 70,000 70,000
Chair of ESG Committee 15/04/2021 31/12/2021 approv. AR
2023
25,027 4,800 7,151 36,978 36,978
Participation Off Site Meeting and other
Committees as guest
6,400 6,400 6,400
(I) Compensation in the company preparing the financial statements 170,726 61,000 0 7,151 0 238,877 0 0 0 0 0 238,877 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 170,726 61,000 0 7,151 0 238,877 0 0 0 0 0 238,877 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
Fair value Severance
indemnity
for end of
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total committee
participatio
on for
n
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
Non
remunerati
Other
on
Total compensati
of equity
on
termination
employmen
office or
of
t
Renate Wagner Member of the Board 15/04/2021 31/12/2021 approv. AR
2023
64,356 12,000 76,356 76,356
Member of Remuneration Committee 15/04/2021 31/12/2021 approv. AR
2023
25,027 6,400 31,427 31,427
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 89,384 20,800 0 0 0 110,184 0 0 0 0 0 110,184 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 89,384 20,800 0 0 0 110,184 0 0 0 0 0 110,184 0 0
Alexander Wolfgring Member of the Board 01/01/2021 31/12/2021 approv. AR
2023
85,726 21,000 106,726 10,735 117,461
Chair of Internal Control and Risks Committee 01/01/2021 14/04/2021 14,247 6,000 28,493 48,740 48,740
Member of Internal Control and Risks Committee 15/04/2021 31/12/2021 approv. AR
2023
35,753 14,000 49,753 49,753
Member of Membro del Corp. Governance and
Nomination Committee
01/01/2021 31/12/2021 approv. AR
2023
35,000 15,200 50,200 50,200
Participation Off Site Meeting and other
Committees as guest
3,200 3,200 3,200
(I) Compensation in the company preparing the financial statements 170,726 59,400 0 28,493 0 258,619 0 0 0 10,735 0 269,355 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 170,726 59,400 0 28,493 0 258,619 0 0 0 10,735 0 269,355 0 0
TOTAL BOARD OF (I) Compensation in the company preparing the financial statements 1,724,233 544,000 0 1,262,647 1,510,205 5,041,085 0 0 0 75,212 50,624 5,166,920 4,811,216 0
DIRECTORS (II) Compensation from subsidiaries and associates 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(III) Total 1,724,233 544,000 0 1,262,647 1,510,205 5,041,085 0 0 0 75,212 50,624 5,166,920 4,811,216 0
(A) (B) (C) (D) Fixed compensation
(1)
Compensati
on for
(2)
(3) Variable non-equity
compensation
Non
(4)
Other
(5)
(6)
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total committee
participatio
n
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
remunerati
on
Total
Chairman Board Statutory Auditors 01/01/2021 31/12021 approv. AR
2021
170,000 49,600 219,600 10,293 229,893
Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites 0 0
(I) Compensation in the company preparing the financial statements 170,000 49,600 0 0 0 219,600 0 0 0 10,293 0 229,893
(II) Compensation from subsidiaries and associates 0 0
(III) Total 170,000 49,600 0 0 0 219,600 0 0 0 10,293 0 229,893
Antonella Bientinesi Standing Auditor 01/01/2021 31/12021 approv. AR
2021
125,000 38,800 163,800 10,293 174,093
Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites 0 0
(I) Compensation in the company preparing the financial statements 125,000 38,800 0 0 0 163,800 0 0 0 10,293 0 174,093
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 38,800 0 0 0 163,800 0 0 0 10,293 0 174,093
Standing Auditor 01/01/2021 31/12021 approv. AR
2021
125,000 36,000 161,000 10,293 171,293
Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites 0 0
(I) Compensation in the company preparing the financial statements 125,000 36,000 0 0 0 161,000 0 0 0 10,293 0 171,293
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 36,000 0 0 0 161,000 0 0 0 10,293 0 171,293
Benedetta Navarra Standing Auditor 01/01/2021 31/12021 approv. AR
2021
125,000 35,200 160,200 10,293 170,493
Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites 0 0
(I) Compensation in the company preparing the financial statements 125,000 35,200 0 0 0 160,200 0 0 0 10,293 0 170,493
(II) Compensation from subsidiaries and associates 32,000 32,000 32,000
(III) Total 157,000 35,200 0 0 0 192,200 0 0 0 10,293 0 202,493
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
Fair value Severance
indemnity
for end of
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total committee
participatio
on for
n
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
Non
remunerati
Other
on
Total compensati
of equity
on
termination
employmen
office or
of
t
Guido Paolucci Standing Auditor 01/01/2021 31/12021 approv. AR
2021
125,000 36,400 161,400 10,293 171,693
Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites 0 0
(I) Compensation in the company preparing the financial statements 125,000 36,400 0 0 0 161,400 0 0 0 10,293 0 171,693 0 0
(II) Compensation from subsidiaries and associates 15,000 15,000 15,000
(III) Total 140,000 36,400 0 0 0 176,400 0 0 0 10,293 0 186,693 0 0
TOTAL BOARD OF
STATUTORY
(I) Compensation in the company preparing the financial statements 670,000 196,000 0 0 0 866,000 0 0 0 51,465 0 917,465 0 0
AUDITORS (II) Compensation from subsidiaries and associates 47,000 0 0 0 0 47,000 0 0 0 0 0 47,000 0 0
(III) Total 717,000 196,000 0 0 0 913,000 0 0 0 51,465 0 964,465 0 0
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
Fair value Severance
indemnity
for end of
Name and surname Office Period for which office was held Office expiry Shareholder
Emolument
s resolved
s' Meeting
by the
Attendance
tokens
reimbursem
Lump sum
expense
ents
Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
Employment
fixed salary
Total committee
participatio
on for
n
and other
incentives
Bonuses
sharing
Profit
monetary
benefits
Non
remunerati
Other
on
Total compensati
of equity
on
termination
employmen
office or
of
t
Ranieri de Marchis General Manager 11/02/2021 14/04/2021 288,082 288,082 30,378 29,469 0 347,930 107,897
(I) Compensation in the company preparing the financial statements 288,082 288,082 30,378 29,469 347,930 107,897
(II) Compensation from subsidiaries and associates
(III) Total 288,082 288,082 30,378 29,469 347,930 107,897
Other Executives with
Strategic
(I) Compensation in the company preparing the financial statements 9,318,881 9,318,881 2,799,294 491,123 212,091 12,821,389 7,867,377 14,725,582
Responsibilities (II) Compensation from subsidiaries and associates 0 0
(total 11.4 FTEs) (III) Total 9,318,881 9,318,881 2,799,294 491,123 212,091 12,821,389 7,867,377 14,725,582
TABLE 3A: Incentive plans based on financial instruments other than stock options, in favour of members of the administrative body, general managers and other executives with strategic responsibilities
Financial instruments assigned during
previous years and not vested during
the year
Financial instruments assigned during the year vested during
the year and
instruments
not assigned
Financial
Financial instruments vested
during the year and asignable
relevant to the
instruments
Financial
year
B
A
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)
Office
Name and surname
Plan type of financial
Number and
instruments
Vesting period type of financial
Number and
instruments
Fair val. on
assign. date
Vesting period Assignment
date
Market price
assignment
upon
Number and
instruments
financial
type of
Number and
instruments
financial
type of
maturity date
Value on
Fair Value
Jean Pierre Mustier Chief Execuitive Officver
(I) Compensation in company preparing
financial statements
LTI2017/2019 486,391 31/12/2022 - - - - - - - - -
(II) Compensation from Subsidiaries and
Associates
- - - - - - - - - - - -
(III) Total - 486,391 - - - - - - - - - -
Andrea Orcel Chief Execuitive Officver
(I) Compensation in company preparing
financial statements
Share Award 2021 - - 673,853 4,999,989 100% 15/04/2021 27/01/2021 7.420 - - - 4,811,216
(II) Compensation from Subsidiaries and
Associates
- - - - - - - - - - - -
(III) Total - 486,391 - 673,853 4,999,989 - - - - - - 4,811,216
Ranieri de Marchis General Manager
(I) Compensation in company preparing
financial statements
GIS 2015 0 - 0 - - - - 0 646 5,861 0
LTI2017/2019 27,984 60% 31/12/2023
40% 31/12/2021
0 - - - - 0 0 0 37,037
GIS 2017 989 50% 31/12/2022
50% 31/12/2021
0 - - - - 0 495 4,486 1,685
GIS 2018 2,350 33.3% 31/12/2022
33.3% 31/12/2023
33.3% 31/12/2021
0 - - - - 0 1,567 14,215 3,196
GIS 2019 3,230 33.3% 31/12/2022
33.3% 31/12/2023
33.3% 31/12/2024
0 - - - - 0 1,795 16,280 9,258
LTI 2020 2023 16,605 40% - 31/12/2023
15% - 31/12/2024
15% - 31/12/2025
15% - 31/12/2026
15% - 31/12/2027
0 - - - - 0 - - 26,526
GIS 2021 0 - 2,761 36,001 40% - 31/12/2022
20% - 31/12/2025
20% - 31/12/2026
20% - 31/12/2027
- 13.039 0 0 0 30,195
(II) Compensation from Subsidiaries and
Associates
- - - - - - - - - - - -
(III) Total - 51,159 - 2,761 36,001 - - - 0 4,502 40,842 107,897

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

TABLE 3A: Incentive plans based on financial instruments other than stock options, in favour of members of the administrative body, general managers and other executives with strategic responsibilities
Financial instruments assigned during
previous years and not vested during
the year
Financial instruments assigned during the year vested during
the year and
instruments
not assigned
Financial
during the year and asignable Financial instruments vested relevant to the
instruments
Financial
year
A B (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)
Name and surname Office Plan type of financial
Number and
instruments
Vesting period type of financial
Number and
instruments
Fair val. on
assign. date
Vesting period Assignment
date
Market price
assignment
upon
Number and
instruments
financial
type of
Number and
instruments
financial
type of
maturity date
Value on
Fair Value
Other Executives with Strategic
Responsibilities
(I) Compensation in
company preparing
n. 13 executive GIS 2015 0 - 0 - - - - 0 45,077 409,076 0
financial statements n. 10 executive GIS 2016 39,568 100% 31/12/2021 0 - - - - 0 39,951 362,410 0
n. 11 executive LTI2017/2019 946,815 60% 31/12/2023
40% 31/12/2021
0 - - - - 0 0 0 1,834,865
n. 12 executive GIS 2017 70,136 50% 31/12/2022
50% 31/12/2021
0 - - - - 0 35,278 319,875 118,773
n. 15 executive GIS 2018 175,743 33.3% 31/12/2022
33.3% 31/12/2023
33.3% 31/12/2021
0 - - - - 0 112,984 1024546 265,635
n. 15 executive GIS 2019 209,659 33.3% 31/12/2022
33.3% 31/12/2023
33.3% 31/12/2024
0 - - - - 0 122,753 1113326 773,943
n. 12 executive LTI 2020 2023 666,368 15% - 31/12/2026 15% -
40% - 31/12/2023
15% - 31/12/2024
15% - 31/12/2025
31/12/2027
0 - - - - 0 0 0 1,974,736
n. 9 executive GIS 2020 142,130 20% - 31/12/2024
20% - 31/12/2025
20% - 31/12/2026
40% - 31/12/2021
0 - - - - 0 0 0 180,856
n. 18 executive GIS 2021 0 - 249,921 3,258,720 20,9% - 31/12/2025
37,4% - 31/12/2022
20,9% - 31/12/2026
20,9% - 31/12/2027
- 13.039 0 0 0 2,745,087
(II) Compensation from Subsidiaries and
Associates
- - - - - - - - - - - -
(III) Total - 2,250,419 - 249,921 - - - - 0 356,044 3,229,233 7,893,894
TABLE 3B: Monetary Incentive Plans in Favour of Members of the Administrative Body, General Managers and Other Executives
Consob Issuers' Regulation nr. 11971 - Attachment 3A / Schedule 7-bis

UniCredit Group - Internal Use Only#

A B (1) (2) (3) (4)
Annual Bonus Previous Years Bonuses
Name and Surname Office Plan (A) (B) ( C ) (A) (B) ( C ) Other Bonuses
Payable / Paid Deferred Deferral Period Non Longer
Payable
Payable / Paid Still Deferred
Ranieri de Marchis General Manager from 11/02/2021 to 15/04/2021
(I) Compensation In The Company Preparing the Financial Statements Group Incentive System 2017 - - - - 17,260
-
-
Group Incentive System 2018 - - - - 17,260
-
-
Group Incentive System 2019 - - - - 13,981 13,981 -
Group Incentive System 2021 13,808 16,570 50% 31.12.2026
50% 31.12.2023
- -
-
-
(II) Compensation from Subsidiaries and Associates nn - - - - -
-
-
(III) Total 13,808 16,570 - - 13,981 48,501 -
Altri Dirigenti con Responsabilità Strategiche
(I) Compensation In The Company Preparing the Financial Statements Group Incentive System 2015 - - - - -
-
-
Group Incentive System 2016 - - - - 953,400 - -
Group Incentive System 2017 - - - - 1,078,740
-
-
Group Incentive System 2018 - - - - 7,344 985,740 -
Group Incentive System 2019 - - - - 760,519 798,426 -
Group Incentive System 2020 - - - - 6,384 296,961 -
Group Incentive System 2021 1,322,075 1,477,219 50% 31.12.2026
50% 31.12.2023
- -
-
-
(II) Compensation from Subsidiaries and Associates nn - - - - -
-
-
(III) Total 1,322,075 1,477,219 - - 1,727,647 3,159,867 -
Amounts in Euro

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

Number of Shares
Name and Surname Office Investee
Company
Type of
Shares
End of 2020
Held at the
(1)
Acquired Sold End of 2021
Held at the
(1)
BOARD OF DIRECTORS
Cesare Bisoni Chairman of the Board UniCredit ord. 1,586 1,586
Jean Pierre Mustier Chief Executive Officer UniCredit ord. 545,648 545,648
Elena Carletti Director UniCredit ord. 808 808
BOARD OF STATUTORY AUDITORS
Guido Paolucci Auditor ord.
UniCredit
319 319
GENERAL MANAGERS
Ranieri de Marchis General Manager ord.
UniCredit
64,354 (2)
26,083
(3)
11,215
79,222

(1) Or start / end date of appointment if different from indicated period (2) Resulting from the granting in 2021 of free ordinary shares under the Group Incentive Schemes

(3) Sold within Group Share Netting / Share Cashing processes

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

Number of Shares
Number of Executives with
Strategic Responsibilities
Investee
Company
Type of
Share
End of 2020
Held at the
(1)
Acquired Sold End of 2021
Held at the
(1)
14 UniCredit ord. 567,581 (2)
255,065
(3)
168,499
654,147

(1) Or start / end date of appointment if different from indicated period (2) Resulting from the granting in 2021 of free ordinary shares under the Group Incentive Schemes (3) Sold within Group Share Netting / Share Cashing processes

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