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Unicredit — Remuneration Information 2023
Mar 1, 2023
4272_def-14a_2023-03-01_b009b758-aa24-4079-8a83-49965e389a79.pdf
Remuneration Information
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Annex 1 to 2023 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 2022
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 "2023 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:
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 years up to 2020, when amounts were reported on an out-ofpocket 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. The related perimeter – defined by the Board of Directors on October 12, 2021 –includes the the Head of Internal Audit and the members of the "Group Executive Committee" – with the exclusion of those belonging to the "CEO Office". The data are reported pro quota for the period during which the role was covered in 2022 and, for comparability purposes, correspond to ca. 11.9 Full Time Equivalents (FTEs).
The overall compensation paid by UniCredit S.p.A. for 2022 to the Board of Directors and to the Board of Statutory Auditors amounts respectively to €6,660,103 and €919,923.
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.
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 2022 in compliance with IFRS2. In such regards it is specified that 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 2022, based on the international accounting standards. The vesting dates reported at columns (3) and (6) represent the date on which the shares become available for the beneficiary, after their vesting and upon expiry of one further year of mandatory retention. The tranches of financial instruments assigned under the 2022 Group Incentive System (GIS 2022) and vesting from 31.12.2026 are:
• For the CEO, subject to a further evaluation at 31.12.2025 of a set of long term performance indicators, that can
- decrease them by up to 30% vs. the initial award;
- For the other executives with strategic responsibilities not belonging to control functions, subject to a further remuneration.
evaluation at 31.12.2025 of a set of long term performance indicators, that can increase or decrease them by up to 30% vs. the initial award, anyhow within the 2:1 regulatory cap to the ratio between variable and fixed
TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities
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
Provides the details of all the cash incentives accrued and / or paid during the year in favor of the Chief Executive Officer 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 performance achieved in 2022 allowed, according to the Group Incentive System rules, for a payout of the 2022 annual bonuses, as well as the full payout of the deferred amounts which were subject to verification of access conditions as at December 31, 2022.
TABLE 3B: Monetary incentive plans in favor of members of the administrative body, general managers and 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.
Information on the investments held by the members of the administrative and auditing bodies, by general managers and by 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 2: Stock Options assigned to the members of the administrative body, to general managers and other executives with strategic responsibilities
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed compensation | Variable non-equity compensation |
Severance | ||||||||||||||||
| Name and surname | Office | Period for which office was held Office expiry | 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 Compensati participatio on for n |
Bonuses and incentives other |
sharing Profit |
monetary benefits Non |
remunerati Other on |
Total | Fair value of compensatio equity n |
indemnity for end of office termination employment or of |
||
| Elena Carletti | Member of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 20,800 | 110,800 | 110,800 | ||||||||||
| Chair of Internal Controls and Risks Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
50,000 | 24,000 | 100,000 | 174,000 | 174,000 | ||||||||||
| Member of Related Parties Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 11,200 | 46,200 | 46,200 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
1,200 | 1,200 | 1,200 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 175,000 | 57,200 | 0 | 100,000 | 0 | 332,200 | 0 | 0 | 0 | 0 | 0 | 332,200 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 175,000 | 57,200 | 0 | 100,000 | 0 | 332,200 | 0 | 0 | 0 | 0 | 0 | 332,200 | 0 | 0 | ||||
| Jayne-Anne Gadhia | Member of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 19,600 | 109,600 | 109,600 | ||||||||||
| Chair of Remuneration Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 10,800 | 10,000 | 55,800 | 55,800 | ||||||||||
| Member of Corporate Governance and Nomination Committee |
01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 6,800 | 41,800 | 41,800 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
1,200 | 1,200 | 1,200 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 160,000 | 38,400 | 0 | 10,000 | 0 | 208,400 | 0 | 0 | 0 | 0 | 0 | 208,400 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 160,000 | 38,400 | 0 | 10,000 | 0 | 208,400 | 0 | 0 | 0 | 0 | 0 | 208,400 | 0 | 0 | ||||
| Jeffrey Alan Hedberg | Member of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 18,200 | 108,200 | 108,200 | ||||||||||
| Member of ESG Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 6,800 | 41,800 | 41,800 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
1,200 | 1,200 | 1,200 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 125,000 | 26,200 | 0 | 0 | 0 | 151,200 | 0 | 0 | 0 | 0 | 0 | 151,200 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 125,000 | 26,200 | 0 | 0 | 0 | 151,200 | 0 | 0 | 0 | 0 | 0 | 151,200 | 0 | 0 | ||||
| Beatriz Lara Bartolomé | Member of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 20,200 | 110,200 | 110,200 | ||||||||||
| Member of ESG Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 6,800 | 41,800 | 41,800 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
1,200 | 1,200 | 1,200 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 125,000 | 28,200 | 0 | 0 | 0 | 153,200 | 0 | 0 | 0 | 0 | 0 | 153,200 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 125,000 | 28,200 | 0 | 0 | 0 | 153,200 | 0 | 0 | 0 | 0 | 0 | 153,200 | 0 | 0 |
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-bis
| FMARKF жR |
|---|
| CERTIFIED |
| TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to 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 of | indemnity for Severance |
||||||||||||||
| 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 |
Bonuses and incentives other |
sharing Profit |
monetary benefits Non |
remunerati Other on |
Total | compensatio equity n |
end of office termination employment or of |
||
| Pietro Carlo Padoan | Chair of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 20,200 | 789,000 | 899,200 | 21,108 | 920,308 | ||||||||
| Participation Off Site Meeting and other Committees as guest |
approv. bil. 2023 |
1,200 | 1,200 | 1,200 | ||||||||||||||
| (I) Compensation in the company preparing the financial statements | 90,000 | 21,400 | 0 | 789,000 | 0 | 900,400 | 0 | 0 | 0 | 21,108 | 0 | 921,508 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 90,000 | 21,400 | 0 | 789,000 | 0 | 900,400 | 0 | 0 | 0 | 21,108 | 0 | 921,508 | 0 | 0 | ||||
| Lamberto Andreotti | Deputy Vice Chair of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 17,600 | 107,600 | 16,802 | 124,402 | |||||||||
| Chair of Corp. Governance and Nomination Committee |
01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 7,600 | 10,000 | 52,600 | 52,600 | ||||||||||
| Participation Off Site Meeting and other Committees as guest |
1,200 | 1,200 | 1,200 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 125,000 | 26,400 | 0 | 10,000 | 0 | 161,400 | 0 | 0 | 0 | 16,802 | 0 | 178,202 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 125,000 | 26,400 | 0 | 10,000 | 0 | 161,400 | 0 | 0 | 0 | 16,802 | 0 | 178,202 | 0 | 0 | ||||
| Andrea Orcel | Chief Executive Officer | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 20,800 | 410,000 | 2,000,000 | 2,520,800 | 1,000,000 | 1,440 | 18,806 | 3,541,046 | 1,178,003 | 0 | |||
| Participation Off Site Meeting and other Committees as guest |
0 | 0 | ||||||||||||||||
| (I) Compensation in the company preparing the financial statements | 90,000 | 20,800 | 0 | 410,000 | 2,000,000 | 2,520,800 | 0 | 1,000,000 | 0 | 1,440 | 18,806 | 3,541,046 | 1,178,003 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 90,000 | 20,800 | 0 | 410,000 | 2,000,000 | 2,520,800 | 0 | 1,000,000 | 0 | 1,440 | 18,806 | 3,541,046 | 1,178,003 | 0 | ||||
| Vincenzo Cariello | Member of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 20,200 | 110,200 | 10,473 | 120,673 | |||||||||
| Member of Related Parties Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 11,200 | 46,200 | 46,200 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
1,200 | 1,200 | 1,200 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 125,000 | 32,600 | 0 | 0 | 0 | 157,600 | 0 | 0 | 0 | 10,473 | 0 | 168,073 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 125,000 | 32,600 | 0 | 0 | 0 | 157,600 | 0 | 0 | 0 | 10,473 | 0 | 168,073 | 0 | 0 | ||||
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed compensation | Compensati | Variable non-equity compensation |
indemnity for Severance |
|||||||||||||||
| 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 |
Bonuses and incentives other |
sharing Profit |
monetary benefits Non |
remunerati Other on |
Total | Fair value of compensatio equity n |
end of office termination employment or of |
||
| Luca Molinari | Member of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 19,600 | 109,600 | 109,600 | ||||||||||
| Member of Remuneration Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 10,400 | 45,400 | 45,400 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
1,200 | 1,200 | 1,200 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 125,000 | 31,200 | 0 | 0 | 0 | 156,200 | 0 | 0 | 0 | 0 | 0 | 156,200 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 125,000 | 31,200 | 0 | 0 | 0 | 156,200 | 0 | 0 | 0 | 0 | 0 | 156,200 | 0 | 0 | ||||
| Maria Pierdicchi | Member of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 19,600 | 109,600 | 109,600 | ||||||||||
| Chair of Related Parties Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 10,400 | 10,000 | 55,400 | 55,400 | ||||||||||
| Member of Internal Controls and Risks Committee |
01/01/2022 | 31/12/2022 | approv. bil. 2023 |
50,000 | 19,400 | 69,400 | 69,400 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
400 | 400 | 400 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 175,000 | 49,800 | 0 | 10,000 | 0 | 234,800 | 0 | 0 | 0 | 0 | 0 | 234,800 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 175,000 | 49,800 | 0 | 10,000 | 0 | 234,800 | 0 | 0 | 0 | 0 | 0 | 234,800 | 0 | 0 | ||||
| Francesca Tondi | Member of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 20,400 | 110,400 | 110,400 | ||||||||||
| Member of Internal Controls and Risks Committee |
01/01/2022 | 31/12/2022 | approv. bil. 2023 |
50,000 | 19,400 | 69,400 | 69,400 | |||||||||||
| Chair of ESG Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 7,200 | 10,000 | 52,200 | 52,200 | ||||||||||
| Participation Off Site Meeting and other Committees as guest |
1,200 | 1,200 | 1,200 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 175,000 | 48,200 | 0 | 10,000 | 0 | 233,200 | 0 | 0 | 0 | 0 | 0 | 233,200 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 175,000 | 48,200 | 0 | 10,000 | 0 | 233,200 | 0 | 0 | 0 | 0 | 0 | 233,200 | 0 | 0 | ||||
| Renate Wagner | Member of the Board | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
90,000 | 15,200 | 105,200 | 105,200 | ||||||||||
| Member of Remuneration Committee | 01/01/2022 | 31/12/2022 | approv. bil. 2023 |
35,000 | 10,000 | 45,000 | 45,000 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
800 | 800 | 800 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 125,000 | 26,000 | 0 | 0 | 0 | 151,000 | 0 | 0 | 0 | 0 | 0 | 151,000 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 125,000 | 26,000 | 0 | 0 | 0 | 151,000 | 0 | 0 | 0 | 0 | 0 | 151,000 | 0 | 0 | ||||
|--|
9
| Fixed compensation (D) (C) |
|---|
| reimbursem Lump sum expense Attendance tokens Shareholder Emolument s resolved s' Meeting by the Period for which office was held Office expiry |
| 45,600 184,685 approv. bil. 2024 31/12/2022 01/01/2022 Chair of Board of Statutory Auditors |
| 45,600 184,685 (I) Compensation in the company preparing the financial statements |
| (II) Compensation from subsidiaries and associates |
| 45,600 184,685 |
| 33,600 125,000 approv. bil. 2024 31/12/2022 01/01/2022 Standing Auditor |
| 33,600 125,000 (I) Compensation in the company preparing the financial statements |
| (II) Compensation from subsidiaries and associates |
| 33,600 125,000 |
| 11,600 33,562 08/04/2022 01/01/2022 Standing Auditor |
| 11,600 33,562 (I) Compensation in the company preparing the financial statements |
| (II) Compensation from subsidiaries and associates |
| 11,600 33,562 |
| 24,800 91,781 approv. bil. 2024 31/12/2022 08/04/2022 Standing Auditor |
| 24,800 91,781 (I) Compensation in the company preparing the financial statements |
| (II) Compensation from subsidiaries and associates |
| 24,800 91,781 |
| 33,200 125,000 approv. bil. 2024 31/12/2022 01/01/2022 Standing Auditor |
| 33,200 125,000 (I) Compensation in the company preparing the financial statements |
| 15,000 (II) Compensation from subsidiaries and associates |
| 33,200 140,000 |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed compensation | Compensati | Variable non-equity compensation |
Fair value of | indemnity for Severance |
||||||||||||||
| 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 |
Bonuses and incentives other |
sharing Profit |
monetary benefits Non |
remunerati Other on |
Total | compensatio equity n |
end of office termination employment or of |
||
| Guido Paolucci | Standing Auditor | 01/01/2022 | 31/12/2022 | approv. bil. 2024 |
125,000 | 33,200 | 158,200 | 10,579 | 168,779 | |||||||||
| (I) Compensation in the company preparing the financial statements | 125,000 | 33,200 | 0 | 0 | 0 | 158,200 | 0 | 0 | 0 | 10,579 | 0 | 168,779 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 15,000 | 15,000 | 1,502 | 16,502 | ||||||||||||||
| (III) Total | 140,000 | 33,200 | 0 | 0 | 0 | 173,200 | 0 | 0 | 0 | 12,081 | 0 | 185,281 | 0 | 0 | ||||
| TOTAL BOARD OF STATUTORY |
(I) Compensation in the company preparing the financial statements | 685,028 | 182,000 | 0 | 0 | 0 | 867,028 | 0 | 0 | 0 | 52,895 | 0 | 919,923 | 0 | 0 | |||
| AUDITORS | (II) Compensation from subsidiaries and associates | 30,000 | 0 | 0 | 0 | 0 | 30,000 | 0 | 0 | 0 | 1,502 | 0 | 31,502 | 0 | 0 | |||
| (III) Total | 715,028 | 182,000 | 0 | 0 | 0 | 897,028 | 0 | 0 | 0 | 54,397 | 0 | 951,425 | 0 | 0 |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed compensation | Compensati | Variable non-equity compensation |
Fair value of | indemnity for Severance |
|||||||||||||
| 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 |
Bonuses and incentives other |
sharing Profit |
monetary benefits Non |
remunerati Other on |
Total | compensatio equity n |
end of office termination employment or of |
|
| Other Executives with | (I) Compensation in the company preparing the financial statements | 9,662,168 | 9,662,168 | 4,803,200 | 591,953 | 291,280 | 15,348,601 | 5,496,972 | 5,442,675 | ||||||||
| Responsibilities Strategic |
(II) Compensation from subsidiaries and associates | ||||||||||||||||
| (total 11,9 FTE) | (III) Total | 9,662,168 | 9,662,168 | 4,803,200 | 591,953 | 291,280 | 15,348,601 | 5,496,972 | 5,442,675 | ||||||||
| Financial instruments assigned during previous years and not vested during the year |
Financial instruments assigned during the year | vested during instruments the year and 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 (a) | Number and instruments financial type of |
Fair val. on assign. date |
Vesting period (a) | Assignment date |
Market price assignment upon |
Number and instruments financial type of |
Number and instruments financial type of |
maturity date Value on |
Fair Value |
| Andrea Orcel | Chief Executive Officer |
||||||||||||
| (I) Compensation in company preparing financial statements |
Share Award 2021 | 229,110 | 31/12/2022* | 0 | 0.000 | - | - | - | 0 | 444,743 | 4,405,179 | 0 | |
| GIS 2022 | 0 | - | 412,964 | 3,999,969 | 25% - 31/12/2026 25% - 31/12/2027 25% - 31/12/2028 ** 25% - 31/12/2023 |
9.686 | 0 | 0 | 0 | 1,178,003 | |||
| (II) Compensation from Subsidiaries and Associates |
- | 0 | - | 0 | 0 | - | - | - | 0 | 0 | 0 | 0 | |
| (III) Total | 229,110 | - | 412,964 | 3,999,969 | - | - | - | 0 | 444,743 | 4,405,179 | 1,178,003 | ||
| Altri Dirigenti con resposabilità strategiche | |||||||||||||
| (I) Compensation in company preparing |
n.6 Executives | GIS 2016 | 0 | - | 0 | 0 | - | - | - | 0 | 23,203 | 216,866 | 0 |
| n. 8 Executives | LTI 2017 2019 | 333,987 | 100% - 31/12/2023 | 0 | 0 | - | - | - | 0 | 228,733 | 2,232,912 | 753,521 | |
| n. 11 Executives | GIS 2017 | 22,090 | 100% - 31/12/2022 | 0 | 0 | - | - | - | 0 | 22,511 | 218,027 | 0 | |
| n. 11 Executives | GIS 2018 | 80,110 | 50% - 31/12/2022 50% - 31/12/2023 |
0 | 0 | - | - | - | 0 | 40,389 | 390,022 | 69,931 | |
| n. 11 Executives | GIS 2019 | 140,253 | 33% - 31/12/2022 33% - 31/12/2023 33% - 31/12/2024 |
0 | 0 | - | - | - | 0 | 0 | 0 | 271,738 | |
| n. 13 Executives | LTI 2020 2023 | 373,866 | 40% - 31/12/2024 15% - 31/12/2025 15% - 31/12/2026 15% - 31/12/2027 15% - 31/12/2028 |
0 | 0 | - | - | - | 0 | 0 | 0 | 1,340,448 | |
| n.8 Executives | GIS 2020 | 73,821 | 33% - 31/12/2022 33% - 31/12/2023 33% - 31/12/2024 |
0 | 0.000 | - | - | - | 0 | 49,680 | 481,768 | 138,390 | |
| n. 13 Executives | GIS 2021 | 290,017 | 37.4% - 31/12/2022 20.8% - 31/12/2024 20.8% - 31/12/2025 21% - 31/12/2026 |
0 | 0.000 | - | - | - | 0 | 0 | 0 | 481,456 | |
| n. 13 Executives | GIS 2022 | 0 | - | 827,220 | 8,012,453 | 23.3% - 31/12/2026 23.3% - 31/12/2027 23.3% - 31/12/2028 *** 2.6% - 31/12/2025 2.6% - 31/12/2024 25% - 31/12/2023 |
- | 9.686 | - | 0 | 0 | 2,682,503 | |
| (II) Compensation from Subsidiaries and Associates |
- | 0 | - | 0 | 0 | UniCredit Group - Internal Use Only# - |
- | - | 0 | 0 | 0 | 0 | |
| (III) Total | 1,314,144 | - | 827,220 | 8,012,453 | - | - | - | - | 364,516 | 3,539,595 | 5,496,972 | ||
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
(a) date on which the shares become available for the beneficiary, after their vesting and upon expiry of the further year of mandatory retention
* shares "vested" on 15.04.2021 and "under retention" up to the shown date
** tranche subject to further performance evaluation at 31.12.2025, that can decrease by up to 30% the initial award
*** tranche that for beneficiaries not belonging to corporate control functions is subject to further performance evaluation at 31.12.2025, that can decrease or increase by up to 30% the inital award
| 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 | ||||
| Andrea Orcel | Chief Executive Officer | ||||||||
| (I) Compensation In The Company Preparing the Financial Statements | Group Incentive System 2022 | 1,000,000 | - | - | - | - | - | - | |
| (II) Compensation from Subsidiaries and Associates | nn | - | - | - | - | - - |
- | ||
| (III) Total | 1,000,000 | - | - | - | - - |
- | |||
| Other Executives with Strategic Responsibilities | |||||||||
| (I) Compensation In The Company Preparing the Financial Statements | Group Incentive System 2017 | - | 771,100 | - | - | ||||
| Group Incentive System 2018 | - | 700,000 - |
- | ||||||
| Group Incentive System 2019 | - | 659,428 - |
- | ||||||
| Group Incentive System 2020 | - | 201,900 | 231,628 | - | |||||
| Group Incentive System 2021 | - | 1,519,575 - |
- | ||||||
| Group Incentive System 2022 | 2,003,200 | - | - | 2,800,000 | |||||
| (II) Compensation from Subsidiaries and Associates | nn | - | - | - | - | - - |
- | ||
| (III) Total | 2,003,200 | - | - | - | 973,000 | 3,110,631 | 2,800,000 |
Consob Issuers' Regulation nr. 11971 - Attachment 3A / Schedule 7-bis
| ministrative Body, General Managers and Other Executives |
|---|
| TABLE 3B: Monetary Incentive Plans in Favour of Members of the Ad |
Amounts in Euro
| (2) 444,743 808 319 End of 2022 879,505 Held at the (2) Resulting from the granting in 2022 of free ordinary shares under the Group Incentive Schemes (1) ord. ord. ord. (3) 120,343 UniCredit UniCredit UniCredit Sold Number of Shares (2) Resulting from the granting in 2022 of free ordinary shares under the Group Incentive Schemes (2) 364,516 Acquired (1) Or start / end date of appointment if different from indicated period Chief Executive Officer TABLE 2: Investments of Other Executives with Strategic Responsibilities End of 2021 635,332 Held at the (1) Or start / end date of appointment if different from indicated period (1) Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-ter Director Auditor (3) Sold within Group Share Netting / Share Cashing processes Type of Share ord. Investee Company BOARD OF STATUTORY AUDITORS UniCredit Number of Executives with Strategic Responsibilities BOARD OF DIRECTORS Guido Paolucci 15 Elena Carletti Andrea Orcel |
Name and Surname | Office | Investee Company |
Type of Shares |
End of 2021 Held at the (1) |
Sold Number of Shares Acquired |
|---|---|---|---|---|---|---|
| Number of Shares | ||||||
|---|---|---|---|---|---|---|
| Number of Executives with Investee | Type of | Held at the | Held at the | |||
| Strategic Responsibilities Company | Share | End of 2021 Acquired | Sold | End of 2022 | ||
| Э | ||||||
| re Inicroter |
C 2 E 2 2 2 | $26.4 \text{ E1} \cdot 6/2$ (2) $20.7 \text{ E1} \cdot 2/2$ (3) $270 \text{ E0} \cdot 2$ |
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