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Unicredit Remuneration Information 2024

Mar 12, 2024

4272_def-14a_2024-03-12_67210949-f1a9-407f-b472-e20a1851dd23.pdf

Remuneration Information

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Annex 1 to 2024 Group Remuneration Policy and Report Information Tables Pursuant art. 84-quarter "Annual Report – Seciont II" of the Regulation n. 11971 Issued by Commissione Nazionale per le Società e la Borsa (Consob) - Year 2023

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 "2024 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 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 2023 and, for comparability purposes, correspond to ca. 11.5 Full Time Equivalents (FTEs).

The overall compensation paid by UniCredit S.p.A. for 2023 to the Board of Directors and to the Board of Statutory Auditors amounts respectively to € 6,204,660 e € 965,149.

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 amount that was defined upon termination of the employment relationship of a former executive with strategic responsibilities, which took place in compliance with the provisions of the Group's Termination Payments Policy; the amount, - being an indemnity in lieu of notice- was paid in cash and without application of deferrals, 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 2023 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 2023, 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 2023 Group Incentive System (GIS 2023) and vesting from 31.12.2027 are, for the CEO and the other executives with strategic responsibilities not belonging to control functions, subject to a further evaluation at 31.12.2026 of a set of long term performance indicators.

Similarly, the tranches of financial instruments assigned under the 2022 Group Incentive System (GIS 2022) and vesting from 31.12.2026 are, for the CEO and the other executives with strategic responsibilities not belonging to control functions, subject to a further evaluation at 31.12.2025 of a set of long term performance indicators.

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 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.

No annual incentives were paid in monetary form related to 2023 in connection with the fact that the GIS 2023 provides, for the CEO and other key management personnel, for the payment of their annual bonuses exclusively in financial instruments.

The results achieved during the year allow the full payment of deferred amounts that are subject to the verification of the access conditions as at December 31, 2023.

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.

(B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
indemnity for
Severance
Period for which office was held Office expiry
Office
Emolument
s resolved
Shareholde
rs' 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
approv. AR
2023
31/12/2023
01/01/2023
Chair of the Board
90,000 16,200 789,000 895,200 21,404 916,604
approv. AR
2023
31/12/2023
30/03/2023
Member of Internal Controls and Risks
Committee
37,945 10,600
approv. AR
2023
Participation Off Site Meeting and other
Committees as guest
3,200 3,200 3,200
(I) Compensation in the company preparing the financial statements 127,945 30,000 0 789,000 0 946,945 0 0 0 21,404 0 968,349 0
(II) Compensation from subsidiaries and associates 0 0
127,945 30,000 0 789,000 0 946,945 0 0 0 21,404 0 968,349 0
approv. AR
2023
31/12/2023
01/01/2023
Deputy Vice Chair of the Board
90,000 9,800 99,800 99,800
approv. AR
2023
31/12/2023
01/01/2023
Chair of Corp. Governance and Nomination
Committee
35,000 9,600 10,000 54,600 54,600
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 125,000 21,800 0 10,000 0 156,800 0 0 0 0 0 156,800 0
(II) Compensation from subsidiaries and associates 0 0
125,000 21,800 0 10,000 0 156,800 0 0 0 0 0 156,800 0
approv. AR
2023
31/12/2023
01/01/2023
Chief Executive Officer
90,000 15,800 560,000 2,600,000 3,265,800 1,440 22,368 3,289,608 3,605,376
Participation Off Site Meeting and other
Committees as guest
0 0
(I) Compensation in the company preparing the financial statements 90,000 15,800 0 560,000 2,600,000 3,265,800 0 0 0 1,440 22,368 3,289,608 3,605,376
(II) Compensation from subsidiaries and associates 0 0
90,000 15,800 0 560,000 2,600,000 3,265,800 0 0 0 1,440 22,368 3,289,608 3,605,376
approv. AR
2023
31/12/2023
01/01/2023
Member of the Board
90,000 16,400 106,400 10,461 116,861
approv. AR
2023
31/12/2023
01/01/2023
Member of Related Parties Committee
35,000 9,600 44,600 44,600
Participation Off Site Meeting and other
Committees as guest
800 800 800
(I) Compensation in the company preparing the financial statements 125,000 26,800 0 0 0 151,800 0 0 0 10,461 0 162,261 0
(II) Compensation from subsidiaries and associates 0 0
125,000 26,800 0 0 0 151,800 0 0 0 10,461 0 162,261 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.

(B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Fixed compensation Compensati Variable non-equity
compensation
indemnity for
Severance
Office Period for which office was held Office expiry Emolument
s resolved
Shareholde
rs' 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
Member of the Board 01/01/2023 31/12/2023 approv. AR
2023
90,000 17,400 107,400 107,400
Chair of Internal Controls and Risks Committee 01/01/2023 31/12/2023 approv. AR
2023
50,000 21,400 100,000 171,400 171,400
Member of Related Parties Committee 01/01/2023 31/12/2023 approv. AR
2023
35,000 9,200 44,200 44,200
Participation Off Site Meeting and other
Committees as guest
800 800 800
(I) Compensation in the company preparing the financial statements 175,000 48,800 0 100,000 0 323,800 0 0 0 0 0 323,800 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 175,000 48,800 0 100,000 0 323,800 0 0 0 0 0 323,800 0 0
Member of the Board 01/01/2023 07/02/2023 9,370 1,400 10,770 10,770
Chair of Remuneration Committee 01/01/2023 07/02/2023 3,644 800 1,041 5,485 5,485
Member of Corporate Governance and
Participation Off Site Meeting and other
Nomination Committee
Committees as guest
01/01/2023 07/02/2023 3,644 400 4,044
0
4,044
0
(I) Compensation in the company preparing the financial statements 16,658 2,600 0 1,041 0 20,299 0 0 0 0 0 20,299 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 16,658 2,600 0 1,041 0 20,299 0 0 0 0 0 20,299 0 0
Member of the Board 01/01/2023 31/12/2023 approv. AR
2023
90,000 17,400 107,400 107,400
Member of ESG Committee 01/01/2023 31/12/2023 approv. AR
2023
35,000 5,600 40,600 40,600
Chair of Remuneration Committee 16/02/2023 31/12/2023 approv. AR
2023
30,589 4,400 8,740
Participation Off Site Meeting and other
Committees as guest
4,400 4,400 4,400
(I) Compensation in the company preparing the financial statements 155,589 31,800 0 8,740 0 196,129 0 0 0 0 0 196,129 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 155,589 31,800 0 8,740 0 196,129 0 0 0 0 0 196,129 0 0
Member of the Board 01/01/2023 31/12/2023 approv. AR
2023
90,000 13,400 103,400 103,400
Member of ESG Committee 01/01/2023 31/12/2023 approv. AR
2023
35,000 5,600 40,600 40,600
Participation Off Site Meeting and other
Committees as guest
800 800 800
(I) Compensation in the company preparing the financial statements 125,000 19,800 0 0 0 144,800 0 0 0 0 0 144,800 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 19,800 0 0 0 144,800 0 0 0 0 0 144,800 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 Emolument
s resolved
Shareholde
rs' 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 01/01/2023 31/12/2023 approv. AR
2023
90,000 12,000 102,000 102,000
Member of Remuneration Committee 01/01/2023 31/12/2023 approv. AR 35,000 5,200 40,200 40,200
Participation Off Site Meeting and other
Committees as guest
2023 800 800 800
(I) Compensation in the company preparing the financial statements 125,000 18,000 0 0 0 143,000 0 0 0 0 0 143,000 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 18,000 0 0 0 143,000 0 0 0 0 0 143,000 0 0
Maria Pierdicchi Member of the Board 01/01/2023 31/12/2023 approv. AR
2023
90,000 15,800 105,800 105,800
Chair of Related Parties Committee 01/01/2023 31/12/2023 approv. AR
2023
35,000 9,600 10,000 54,600 54,600
Member of Internal Controls and Risks 01/01/2023 30/03/2023 12,192 8,400 20,592 20,592
Member of Corp. Governance and Nomination
Committee
30/03/2023 31/12/2023 approv. AR 26,562 9,200
Participation Off Site Meeting and other
Committees as guest
Committee
2023 3,200 3,200 3,200
(I) Compensation in the company preparing the financial statements 163,753 46,200 0 10,000 0 219,953 0 0 0 0 0 219,953 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 163,753 46,200 0 10,000 0 219,953 0 0 0 0 0 219,953 0 0
Francesca Tondi Member of the Board 01/01/2023 31/12/2023 approv. AR
2023
90,000 11,200 101,200 101,200
Member of Internal Controls and Risks
Committee
01/01/2023 31/12/2023 approv. AR
2023
50,000 15,000 65,000 65,000
Chair of ESG Committee 01/01/2023 31/12/2023 approv. AR
2023
35,000 5,200 10,000 50,200 50,200
Participation Off Site Meeting and other
Committees as guest
800 800 800
(I) Compensation in the company preparing the financial statements 175,000 32,200 0 10,000 0 217,200 0 0 0 0 0 217,200 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 175,000 32,200 0 10,000 0 217,200 0 0 0 0 0 217,200 0 0
Renate Wagner Member of the Board 01/01/2023 31/12/2023 approv. AR
2023
90,000 8,200 98,200 98,200
Member of Remuneration Committee 01/01/2023 31/12/2023 approv. AR
2023
35,000 4,400 39,400 39,400
Participation Off Site Meeting and other
Committees as guest
800 800 800
(I) Compensation in the company preparing the financial statements 125,000 13,400 0 0 0 138,400 0 0 0 0 0 138,400 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 13,400 0 0 0 138,400 0 0 0 0 0 138,400 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 Emolument
s resolved
Shareholde
rs' 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
Alexander Wolfgring Member of the Board 01/01/2023 31/12/2023 approv. AR
2023
90,000 12,400 102,400 10,461 112,861
Member of Internal Controls and Risks
Committee
01/01/2023 31/12/2023 approv. AR
2023
50,000 14,600 64,600 64,600
Member of Corp. Governance and Nomination
Committee
01/01/2023 31/12/2023 approv. AR
2023
35,000 9,200 44,200 44,200
Participation Off Site Meeting and other
Committees as guest
2,400 2,400 2,400
(I) Compensation in the company preparing the financial statements 175,000 38,600 0 0 0 213,600 0 0 0 10,461 0 224,061 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 175,000 38,600 0 0 0 213,600 0 0 0 10,461 0 224,061 0 0
TOTAL BOARD OF (I) Compensation in the company preparing the financial statements 1,703,945 345,800 0 1,488,781 2,600,000 6,138,526 0 0 0 43,766 22,368 6,204,660 3,605,376 0
DIRECTORS
0 0
0
0
3,605,376 3,605,376
6,204,660 0 6,204,660
22,368 0 22,368
43,766 0 43,766
0 0 0
0 0 0
0 0 0
6,138,526 0 6,138,526
2,600,000 0 2,600,000
1,488,781 0 1,488,781
0 0 0
345,800 0 345,800
1,703,945 0 1,703,945
(I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total
TOTAL BOARD OF DIRECTORS

(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 Emolument
s resolved
Shareholde
rs' 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
Marco Rigotti Chair Board Statutory Auditors 01/01/2023 31/12/2023 approv. AR 190,000 21,200 211,200 10,420 221,620
Attendance Board of Directors and Committees meetings 2024 30,000 30,000 30,000
(I) Compensation in the company preparing the financial statements 190,000 51,200 0 0 0 241,200 0 0 0 10,420 0 251,620 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 190,000 51,200 0 0 0 241,200 0 0 0 10,420 0 251,620 0 0
Antonella Bientinesi Standing Auditor 01/01/2023 31/12/2023 approv. AR
2024
125,000 21,200 146,200 10,420 156,620
Attendance Board of Directors and Committees meetings 16,000 16,000 16,000
(I) Compensation in the company preparing the financial statements 125,000 37,200 0 0 0 162,200 0 0 0 10,420 0 172,620 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 37,200 0 0 0 162,200 0 0 0 10,420 0 172,620 0 0
Claudio Cacciamani Standing Auditor 01/01/2023 31/12/2023 approv. AR
2024
125,000 21,200 146,200 10,420 156,620
Attendance Board of Directors and Committees meetings 15,600 15,600 15,600
(I) Compensation in the company preparing the financial statements 125,000 36,800 0 0 0 161,800 0 0 0 10,420 0 172,220 0 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 36,800 0 0 0 161,800 0 0 0 10,420 0 172,220 0 0
Benedetta Navarra Standing Auditor 01/01/2023 31/12/2023 approv. AR
2024
125,000 21,200 146,200 10,420 156,620
Attendance Board of Directors and Committees meetings 13,600 13,600 13,600
(I) Compensation in the company preparing the financial statements 125,000 34,800 0 0 0 159,800 0 0 0 10,420 0 170,220 0 0
(II) Compensation from subsidiaries and associates 8,304 359 8,663 192 8,854
(III) Total 133,304 34,800 359 0 0 168,463 0 0 0 10,612 0 179,074 0 0
Guido Paolucci Standing Auditor 01/01/2023 31/12/2023 approv. AR
2024
125,000 21,200 146,200 10,420 156,620
Attendance Board of Directors and Committees meetings 16,800 16,800 16,800
(I) Compensation in the company preparing the financial statements 125,000 38,000 0 0 0 163,000 0 0 0 10,420 0 173,420 0 0
(II) Compensation from subsidiaries and associates 15,000 15,000 1,195 16,195
(III) Total 140,000 38,000 0 0 0 178,000 0 0 0 11,615 0 189,615 0 0
TOTAL BOARD (I) Compensation in the company preparing the financial statements 690,000 198,000 0 0 0 888,000 0 0 0 52,100 0 940,100 0 0
STATUTORY
AUDITORS
(II) Compensation from subsidiaries and associates 23,304 0 359 0 0 23,663 0 0 0 1,387 0 25,049 0 0
(III) Total 713,304 198,000 359 0 0 911,663 0 0 0 53,487 0 965,149 0 0

(8) indemnity for
Severance
end of office
termination
employment
or
of
385,951
6,089,244
1,868,753 385,951
7,957,997
(7) Fair value of
compensatio
equity
n
10,432,381 1,263,397 11,695,778
(6) Total 81,696 81,696
(5) remunerati
Other
on
(4) monetary
benefits
Non
171,633 380,064 551,697
(3) Variable non-equity
compensation
sharing
Profit
Bonuses and
incentives
other
committee
participatio
402,038 402,038
(2) Compensati
Total 9,777,014 883,333 10,660,347
Fixed compensation Employment
fixed salary
9,777,014 883,333 10,660,347
(1) Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
reimbursem
Lump sum
expense
ents
Attendance
tokens
Emolument
s resolved
Shareholde
rs' Meeting
by the
(D)
(C) Period for which office was held Office expiry
(B) Office (I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total
(A) Name and surname Other Executives with Responsibilities
Strategi
(Total 11.5 FTE)

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

previous years and not vested during the year
Financial instruments assigned during
Financial instruments assigned during the year instruments vested
and not assigned
during the year
Financial
year and asignable Financial instruments vested during the relevant to the year
instruments
Financial
A B (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)
Name and surname Office Plan Number and type
of financial
instruments
Vesting period (a) Number and type
of financial
instruments
Fair val. on assign.
date
Vesting period (a) Assignment
date
Market price
assignment
upon
Number and type
of financial
instruments
Number and type
of financial
instruments
Value on maturity
date
Fair Value
Andrea Orcel Chief Executive
Officer
(I) Compensation in company preparing
financial statements
GIS 2022 309,723 33.3% - 31/12/2026
33.3% - 31/12/2027

33.3% - 31/12/2028 *
0 0.000 - - - 0 103,241 2,926,160 311,935
GIS 2023 0 - 458,520 6,499,980 20% - 31/12/2027
20% - 31/12/2028

20% - 31/12/2029 **
40% - 31/12/2024
- 14.176 0 0 0 3,293,441
(II) Compensation from Subsidiaries and
Associates
0 0 - 0 0 - - - 0 0 0 0
(III) Total 0 309,723 - 458,520 6,499,980 - - - 0 103,241 2,926,160 3,605,376
Other Executives with strategic
(I) Compensation in
company preparing
responsibilities
n. 6 Executives LTI 2017 2019 0 - 0 0 - - - 0 214,823 6,234,418 0
financial statements n. 10 Executives GIS 2018 0 - 0 0 - - - 0 32,012 942,328 0
n. 10 Executives GIS 2019 34,709 100% - 31/12/2024 0 0 - - - 0 34,709 1,018,395 76,018
n.8 Executives GIS 2020 49,214 50% - 31/12/2024
50% - 31/12/2025
0 0 - - - 0 24,607 711,212 84,132
n. 11 Executives GIS 2021 148,537 33.2% - 31/12/2024
33.2% - 31/12/2025
33.6% - 31/12/2026
0 0 - - - 0 0 0 513,298
n. 13 Executives GIS 2022 604,618 31.4% - 31/12/2026
31.4% - 31/12/2027

29.8% - 31/12/2028 *
3.7% - 31/12/2024
3.7% - 31/12/2025
0 0 - - - - 210,009 5,952,285 1,241,884
n. 7 Executives GIS 2023 - Business 0 - 587,952 8,334,808 20% - 31/12/2027
20% - 31/12/2028

20% - 31/12/2029 **
40% - 31/12/2024
- 14.176 - 0 0 3,804,243
n. 4 Executives GIS 2023 - Control Functions 0 - 109,247 1,599,813 40% - 31/12/2024
12% - 31/12/2025
12% - 31/12/2026
12% - 31/12/2027
12% - 31/12/2028
12% - 31/12/2029
- 14.644 - 0 0 957,499
n. 6 Executives LTI 2020 2023 279,841 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 1,280,923
(II) Compensation from Subsidiaries and
Associates
- 0 - 0 0 - - - 0 0 0 0
(III) Total 1,116,919 - 697,199 9,934,621 - - - 0 516,160 14,858,638 7,957,997

(a) date on which the shares become available for the beneficiary, after their vesting and upon expiry of the further year of mandatory retention

* for CEO and business functions, tranche subject to further performance evaluation as of 31.12.2025

** tranche subject to further performance evaluation as of 31.12.2026

TABLE 3B: Monetary Incentive Plans in Favour of Members of the Administrative Body, General Managers and Other Executives
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 2023 - - - - -
-
-
(II) Compensation from Subsidiaries and Associates nn - - - - -
-
-
(III) Total - - - - -
-
-
Other Executives with Strategic Responsibilities
(I) Compensation In The Company Preparing the Financial Statements Group Incentive System 2018 - 520,080 - -
Group Incentive System 2019 - 503,068
-
-
Group Incentive System 2020 - 231,628
-
-
Group Incentive System 2021 - 635,187 658,812 -
Group Incentive System 2022 - 96,000
-
-
Group Incentive System 2023 - - - 402,038
(II) Compensation from Subsidiaries and Associates nn - - - - -
-
-
(III) Total - - -
-
1,155,267 1,489,508 402,038

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

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
Held at the
End of 2022
(1)
Acquired Sold Held at the
End of 2023
(1)
(3)
BOARD OF DIRECTORS
Andrea Orcel Chief Executive Officer UniCredit ord. 444,743 229,110
(2)
673,853
Elena Carletti Director UniCredit ord. 808 808
Jeffrey Alan Hedberg Director UniCredit ADR 26,750 26,750
BOARD OF STATUTORY AUDITORS

Guido Paolucci Auditor UniCredit ord. 319 319 (1) Or start / end date of appointment if different from indicated period

(2) Resulting from the granting in 2023 of free ordinary shares under the Group Incentive Schemes

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
Held at the
End of 2022
(1)
Acquired Sold Held at the
End of 2023
(1)
14 UniCredit ord. 718,375 (2)
175,874
58,442 (3) 835,807

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

(2) Resulting from the granting in 2023 of free ordinary shares under the Group Incentive Schemes

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

UniCredit S.p.A. Joint stock company - Registered Office and Head Office: Piazza Gae Aulenti, 3 Tower A, 20154 Milan, Italy - Registered in the Register of Banking Groups and Parent Company of the UniCredit Group, with code 02008.1; ABI code 02008.1 - Fiscal Code, VAT number and Registration number with the Company Register of Milan-Monza-Brianza-Lodi: 00348170101 - Member of the National Interbank Deposit Guarantee Fund and the National Compensation Fund - Stamp duty paid virtually, if due - Auth. Agenzia delle Entrate, Ufficio di Roma 1, no. 143106/07 of 21.12.2007.