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Unicredit Remuneration Information 2024

Mar 12, 2024

4272_rns_2024-03-12_16fbed25-dee4-4481-8c6e-bdd6d2dba6f0.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.

Amounts in Euro
(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
rs' Meeting
Shareholde
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
Pietro Carlo Padoan Chair of the Board 01/01/2023 31/12/2023 approv. AR 90,000 16,200 789,000 895,200 21,404 916,604
Member of Internal Controls and Risks 30/03/2023 31/12/2023 approv. AR
2023
37,945 10,600
Participation Off Site Meeting and other
Committees as guest
Committee
approv. AR
2023
2023
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 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 127,945 30,000 0 789,000 0 946,945 0 0 0 21,404 0 968,349 0 0
Lamberto Andreotti Deputy Vice Chair of the Board 01/01/2023 31/12/2023 approv. AR 90,000 9,800 99,800 99,800
Chair of Corp. Governance and Nomination 01/01/2023 31/12/2023 approv. AR
2023
35,000 9,600 10,000 54,600 54,600
Participation Off Site Meeting and other
Committees as guest
Committee
2023 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 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 21,800 0 10,000 0 156,800 0 0 0 0 0 156,800 0 0
Andrea Orcel Chief Executive Officer 01/01/2023 31/12/2023 approv. AR
2023
90,000 15,800 560,000 2,600,000 3,265,800 1,440 22,368 3,289,608 3,605,376 0
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 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 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 0
Vincenzo Cariello Member of the Board 01/01/2023 31/12/2023 approv. AR
2023
90,000 16,400 106,400 10,461 116,861
Member of Related Parties Committee 01/01/2023 31/12/2023 approv. AR 35,000 9,600 44,600 44,600
Participation Off Site Meeting and other
Committees as guest
2023 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 0
(II) Compensation from subsidiaries and associates 0 0
(III) Total 125,000 26,800 0 0 0 151,800 0 0 0 10,461 0 162,261 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
indemnity for
Severance
Name and surname Office Period for which office was held Office expiry Emolument
s resolved
rs' Meeting
Shareholde
by the
Attendance
tokens
Lump sum
reimbursem
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
Elena Carletti 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
Jayne-Anne Gadhia 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
Nomination Committee
01/01/2023 07/02/2023 3,644 400 4,044 4,044
Participation Off Site Meeting and other
Committees as guest
0 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
Jeffrey Alan Hedberg 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
Beatriz Lara Bartolomé 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 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 0
(8) indemnity for
Severance
end of office
termination
employment
or
of
0
0
0
0
0
0
0
0
0
0
0
0
0
0
(7) Fair value of
compensatio
equity
n
(6) Total 102,000 40,200 800 143,000 0 143,000 105,800 54,600 20,592 3,200 219,953 0 219,953 101,200 65,000 50,200 800 217,200 0 217,200 98,200 39,400 800 138,400 0
(5) remunerati
Other
on
0 0 0 0 0 0 0
(4) monetary
benefits
Non
0 0 0 0 0 0 0
sharing
Profit
0 0 0 0 0 0 0
(3) Variable non-equity
compensation
Bonuses and
incentives
other
0 0 0 0 0 0 0
(2) Compensati committee
participatio
on for
n
0 0 0 0 0 0 0
Total 102,000 40,200 800 143,000 0 143,000 105,800 54,600 20,592 3,200 219,953 0 219,953 101,200 65,000 50,200 800 217,200 0 217,200 98,200 39,400 800 138,400 0
Employment
fixed salary
0 0 0 0 0 0 0
(1) Fixed compensation Italian Civil
offices ex
sec. 2389
Comp.for
specific
Code
0 0 10,000 10,000 10,000 10,000 10,000 10,000 0
reimbursem
Lump sum
expense
ents
0 0 0 0 0 0 0
Attendance
tokens
12,000 5,200 800 18,000 18,000 15,800 9,600 8,400 9,200 3,200 46,200 46,200 11,200 15,000 5,200 800 32,200 32,200 8,200 4,400 800 13,400
Emolument
s resolved
Shareholde
rs' Meeting
by the
90,000 35,000 125,000 125,000 90,000 35,000 12,192 26,562 163,753 163,753 90,000 50,000 35,000 175,000 175,000 90,000 35,000 125,000
(D) approv. AR approv. AR
2023
2023 approv. AR
2023
approv. AR 2023 approv. AR 2023 approv. AR
2023
approv. AR
2023
approv. AR
2023
approv. AR
2023
approv. AR
2023
31/12/2023 31/12/2023 31/12/2023 31/12/2023 30/03/2023 31/12/2023 31/12/2023 31/12/2023 31/12/2023 31/12/2023 31/12/2023
(C) Period for which office was held Office expiry 01/01/2023 01/01/2023 01/01/2023 01/01/2023 01/01/2023 30/03/2023 01/01/2023 01/01/2023 01/01/2023 01/01/2023 01/01/2023
(B) Office Member of the Board Member of Remuneration Committee Participation Off Site Meeting and other
Committees as guest
(I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Member of the Board Chair of Related Parties Committee Member of Internal Controls and Risks Member of Corp. Governance and Nomination
Committee
Participation Off Site Meeting and other
Committees as guest
Committee
(I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Member of the Board Member of Internal Controls and Risks
Committee
Chair of ESG Committee Participation Off Site Meeting and other
Committees as guest
(I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total Member of the Board Member of Remuneration Committee Participation Off Site Meeting and other
Committees as guest
(I) Compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates
(A) Name and surname Luca Molinari Maria Pierdicchi Francesca Tondi Renate Wagner
(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
rs' Meeting
Shareholde
by the
Attendance
tokens
Lump sum
reimbursem
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 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
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
(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
3,605,376 0 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
TOTAL BOARD OF
(II) Compensation from subsidiaries and associates
DIRECTORS
(III) Total
(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
rs' Meeting
Shareholde
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
Marco Rigotti Chair Board Statutory Auditors 01/01/2023 31/12/2023 approv. AR
2024
190,000 21,200 211,200 10,420 221,620
Attendance Board of Directors and Committees meetings 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
(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
Other Executives with (I) Compensation in the company preparing the financial statements 9,777,014 9,777,014 402,038 171,633 81,696 10,432,381 6,089,244 385,951
Responsibilities
Strategi
(II) Compensation from subsidiaries and associates 883,333 883,333 380,064 1,263,397 1,868,753
(Total 11.5 FTE) (III) Total 10,660,347 10,660,347 402,038 551,697 81,696 11,695,778 7,957,997 385,951

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

relevant to the year
instruments
Financial
(12) Fair Value 311,935 3,293,441 0 3,605,376 0 0 76,018 84,132 513,298 1,241,884 3,804,243 957,499 1,280,923 0 7,957,997
Financial instruments vested during the
year and asignable
(11) Value on maturity
date
2,926,160 0 0 2,926,160 6,234,418 942,328 1,018,395 711,212 0 5,952,285 0 0 0 0 14,858,638
(10) Number and type
of financial
instruments
103,241 0 0 103,241 214,823 32,012 34,709 24,607 0 210,009 0 0 0 0 516,160
instruments vested
and not assigned
during the year
Financial
(9) Number and type
of financial
instruments
0 0 0 0 0 0 0 0 0 - - - 0 0 0
(8) Market price
assignment
upon
- 14.176 - - - - - - - - 14.176 14.644 - - -
(7) Assignment
date
- - - - - - - - - - - - - - -
Financial instruments assigned during the year (6) Vesting period (a) - 20% - 31/12/2027
20% - 31/12/2028

20% - 31/12/2029 **
40% - 31/12/2024
- - - - - - - - 20% - 31/12/2027
20% - 31/12/2028

20% - 31/12/2029 **
40% - 31/12/2024
40% - 31/12/2024
12% - 31/12/2025
12% - 31/12/2026
12% - 31/12/2027
12% - 31/12/2028
12% - 31/12/2029
- - -
(5) Fair val. on assign.
date
0.000 6,499,980 0 6,499,980 0 0 0 0 0 0 8,334,808 1,599,813 0 0 9,934,621
(4) Number and type
of financial
instruments
0 458,520 0 458,520 0 0 0 0 0 0 587,952 109,247 0 0 697,199
previous years and not vested during the year
Financial instruments assigned during
(3) Vesting period (a) 33.3% - 31/12/2026
33.3% - 31/12/2027

33.3% - 31/12/2028 *
- - - - - 100% - 31/12/2024 50% - 31/12/2024
50% - 31/12/2025
33.2% - 31/12/2024
33.2% - 31/12/2025
33.6% - 31/12/2026
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
- - 40% - 31/12/2024
15% - 31/12/2025
15% - 31/12/2026
15% - 31/12/2027
15% - 31/12/2028
- -
(2) Number and type
of financial
instruments
309,723 0 0 309,723 0 0 34,709 49,214 148,537 604,618 0 0 279,841 0 1,116,919
(1) Plan GIS 2022 GIS 2023 0 0 LTI 2017 2019 GIS 2018 GIS 2019 GIS 2020 GIS 2021 GIS 2022 GIS 2023 - Business GIS 2023 - Control Functions LTI 2020 2023 -
B Office Chief Executive
Officer
n. 6 Executives n. 10 Executives n. 10 Executives n.8 Executives n. 11 Executives n. 13 Executives n. 7 Executives n. 4 Executives n. 6 Executives
A Name and surname Andrea Orcel (I) Compensation in company preparing
financial statements
(II) Compensation from Subsidiaries and
Associates
(III) Total Other Executives with strategic (I) Compensation in
company preparing
responsibilities
financial statements (II) Compensation from Subsidiaries and Associates
(III) Total

(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

B
A
(1) (2) (3) (4)
Annual Bonus Previous Years Bonuses
Office
Name and Surname
Plan (A) (B) ( C ) (A) (B) ( C ) Other Bonuses
Payable / Paid Deferred Deferral Period Non Longer
Payable
Payable / Paid Still Deferred
Chief Executive Officer
Andrea Orcel
(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

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.