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Unicredit — Remuneration Information 2026
Feb 28, 2026
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Remuneration Information
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Annex 1 to 2026 Group Remuneration Policy and Report
Information Tables Pursuant art. 84-quarter "Annual Report – Section II" of the Regulation n. 11971 Issued by Commissione Nazionale per le Società e la Borsa (Consob) - Year 2025

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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 this regard, please note that the information requested in 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 "2026 Group Remuneration Policy and Report", of which this document represents an enclosure.
The following set of tables provides the information required 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 is 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 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 of the fact that amounts are payable or still deferred.
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 12 October 2021 –includes the Head of Internal Audit and the members of the "Group Executive Committee" – with the exclusion of those belonging to the "CEO Office". On 19 September 2024 the Board also excluded the role of Head of Group Legal from the above perimeter. The data are reported pro quota for the period during which the role was covered in 2025 and, for comparability purposes, correspond to 10 Full Time Equivalents (FTEs).
The overall compensation paid by UniCredit S.p.A. for 2025 to the Board of Directors amounts to € 8,907,831.
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. Further details on such plans are provided at the following 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 portion exceeding the indemnity in lieu of notice is paid entirely in shares and subject to deferrals and 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 omitted as none of the members of the Board of Directors or other managers with strategic responsibilities currently benefits from incentive plans based on stock options.
Furthermore, the non-executive members of the Board of Directors do not 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.
For the plans' features reference is made to the description contained in the Remuneration Report.
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The Fair Value represents the cost booked for 2025 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 leaver" by the executive whose employment relationship was terminated during the year and that had to be entirely booked in 2025, based on the international accounting standards.
The Fair Value includes the values related to the "One-Off Award" which had been allocated in view of 2024 results, initially centralizing the costs in UniCredit SpA, in a risk and charges fund for the entire Group Material Risk Taker population, costs that have been then allocated to the individual beneficiaries during the course of 2025.
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 2025 Group Incentive System (GIS 2025) and vesting from 31.12.2029 are, for the CEO and the other executives with strategic responsibilities not belonging to control functions, subject to a further evaluation on 31.12.2028 of a set of long-term performance indicators. Similarly:
- − the tranches of financial instruments assigned under the 2024 Group Incentive System (GIS 2024) and vesting from 31.12.2028 are, for the CEO and the other executives with strategic responsibilities not belonging to control functions, subject to a further evaluation at 31.12.2027 of a set of long-term performance indicators;
- − 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.
The tranches of financial instruments assigned under the 2022 Group Incentive System (GIS 2022) and vesting from 31.12.2026 have been, for the CEO and the other executives with strategic responsibilities not belonging to control functions, subject to the application of a corrective factor linked to the verification of a set of long-term performance indicators at 31.12.2025, which led – within the regulatory cap to variable remuneration – to the assignment of further shares that are reported in the section "Financial instruments assigned during the year".
The "Financial instruments vested during the year and assignable" [columns (10) and (11)] represent the shares that, upon completion of year of mandatory retention after their vesting, are actually assigned to the beneficiaries in the month of February 2026.
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. The non-executive members of the Board of Directors do not receive any variable compensation.
No annual incentives related to 2025 were paid in monetary form, in connection with the fact that GIS 2025 provides, for the CEO and the other executives with strategic responsibilities, 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 at December 31, 2025.
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.
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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.
| Amounts | ||
|---|---|---|
| Amounts in Thousand | d Euro | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (A) | (B) | (( | - ) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||||
| Fixed | compensation | Compensa | Variable no compens |
Severance | ||||||||||||||
| Name and surname | Office | Period for which | office was held | Office expiry |
Emolume nts resolved by the Sharehold ers' Meeting |
Attendanc e tokens |
Lump sum expense reimburse ments |
Comp.for specific offices ex sec. 2389 Italian Civil Code |
Employment fixed salary |
Total | tion for committe e participati on |
Bonuses and other incentives |
Profit sharing |
Non- monetary benefits |
Other remunerat ion |
Total | Fair value of equity compensat ion |
indemnity for end of office or termination of employment |
| Pietro Carlo Padoan | Chair of the Board | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | 789 | - | 919 | - | - | - | 22 | - | 941 | - | - |
| Chair of Governance & Sustainability Committee |
01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 90 | - | 90 | - | - | - | - | - | 90 | - | - | |
| (I) Compensation in the company preparing t | the financial statem | ents | 130 | - | - | 879 | - | 1,009 | - | - | - | 22 | - | 1,031 | - | - | ||
| (II) Compensation from subsidiaries and ass | ociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | 130 | - | - | 879 | - | 1,009 | - | - | • | 22 | - | 1,031 | - | |||||
| Elena Carletti | Deputy Vice Chair of the Board | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | - | - | 130 | - | - | - | - | - | 130 | - | - |
| Member of Governance & Sustainability Committee |
01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 40 | - | 40 | - | - | - | - | - | 40 | - | - | |
| Chair of Risk Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 170 | - | 170 | - | - | - | - | - | 170 | - | - | |
| (I) Compensation in the company preparing the financial statements | 130 | - | - | 210 | - | 340 | - | - | - | - | - | 340 | - | - | ||||
| (II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| (III) Total | 130 | - | - | 210 | - | 340 | - | - | - | - | - | 340 | - | - | ||||
| Andrea Orcel | Chief Executive Officer | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | 700 | 3,320 | 4,150 | - | - | - | 499 | 22 | 4,671 | 6,803 | - |
| (I) Compensation in the company preparing t | the financial statem | ents | 130 | - | - | 700 | 3,320 | 4,150 | - | - | 499 | 22 | 4,671 | 6,803 | - | |||
| (II) Compensation from subsidiaries and ass | ociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | 130 | - | - | 700 | 3,320 | 4,150 | - | - | • | 499 | 22 | 4,671 | 6,803 | - | ||||
| Paola Bergamaschi | Member of the Board | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | - | - | 130 | - | - | - | - | - | 130 | - | - |
| Member of Risk Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 90 | - | 90 | - | - | - | - | - | 90 | - | - | |
| Member of Remuneration Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 40 | - | 40 | - | - | - | - | - | 40 | - | - | |
| (I) Compensation in the company preparing t | the financial statem | ents | 130 | - | - | 130 | - | 260 | - | - | - | - | - | 260 | - | - | ||
| (II) Compensation from subsidiaries and ass | ociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | 130 | - | - | 130 | - | 260 | - | - | - | - | 260 | - | - |
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| (A) | (B) | (C | E) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed | compensation | Compens | Variable no compen |
Severance indemnity |
||||||||||||||
| Name and surname | Office | Period for whi he |
Office expiry |
Emolume nts resolved by the Sharehold ers' Meeting |
Attendanc e tokens |
Lump sum expense reimburse ments |
Comp.for specific offices ex sec. 2389 Italian Civil Code |
Employment fixed salary |
Total | ation for committe e participati on |
Bonuses and other incentives |
Profit sharing |
Non- monetary benefits |
Other remunera tion |
Total | Fair value of equity compensat ion |
for end of office or termination of employmen t |
|
| Paola Camagni | Member of the Board and Audit Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
230 | - | - | - | - | 230 | 1 | - | - | 7 | - | 237 | - | - |
| (I) Compensation in the company preparing | the financial staten | nents | 230 | - | - | - | - | 230 | - | - | 7 | - | 237 | - | ||||
| (II) Compensation from subsidiaries and ass | ociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | 230 | - | - | - | - | 230 | - | - | - | 7 | - | 237 | - | - | ||||
| Vincenzo Cariello | Member of the Board | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | - | - | 130 | - | - | - | 7 | - | 137 | - | - |
| Member of Governance & Sustainability Committee |
01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 40 | - | 40 | - | - | - | - | - | 40 | - | - | |
| Member of Related Parties Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 34 | - | 34 | - | - | - | - | - | 34 | - | - | |
| (I) Compensation in the company preparing | the financial staten | nents | 130 | - | - | 74 | - | 204 | - | - | - | 7 | 211 | - | - | |||
| (II) Compensation from subsidiaries and ass | ociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | . | 130 | - | - | 74 | - | 204 | • | - | - | 7 | - | 211 | - | - | |||
| Antonio Domingues | Member of the Board | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | - | - | 130 | - | - | - | - | - | 130 | - | - |
| Chair of Remuneration Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 90 | - | 90 | - | - | - | - | - | 90 | - | - | |
| Member of Nomination Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 40 | - | 40 | - | - | - | - | - | 40 | - | - | |
| (I) Compensation in the company preparing the financial statements | 130 | - | - | 130 | - | 260 | - | - | - | - | - | 260 | - | - | ||||
| (II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| (III) Total | 130 | - | - | 130 | - | 260 | - | - | - | - | - | 260 | - | - | ||||
| Julie B. Galbo | Member of the Board and Audit Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
230 | - | - | - | - | 230 | - | - | - | - | - | 230 | - | - |
| (I) Compensation in the company preparing | the financial staten | ments | 230 | - | - | - | - | 230 | - | - | - | - | - | 230 | - | - | ||
| (II) Compensation from subsidiaries and ass | ociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | 230 | - | - | - | - | 230 | - | 230 | - |
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| (A) | (B) | (0 | ) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed | compensation | Compensa | Variable no compens |
n-equity ation |
Severance indemnity | |||||||||||||
| Name and surname | Office | Period for whi he |
Office expiry |
Emolume nts resolved by the Sharehold ers' Meeting |
Attendanc e tokens |
Lump sum expense reimburse ments |
Comp.for specific offices ex sec. 2389 Italian Civil Code |
Employment fixed salary |
Total | tion for committe e participati on |
Bonuses and other incentives |
Profit sharing |
Non- monetary benefits |
Other remunera tion |
Total | Fair value of equity compensat ion |
for end of office or termination of employmen t |
|
| Jeffrey Alan Hedberg |
Member of the Board | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | - | - | 130 | - | - | - | - | - | 130 | - | - |
| Member of Governance & Sustainability Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 40 | - | 40 | - | - | - | - | - | 40 | - | - | |
| Chair of Nomination Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 90 | - | 90 | - | - | - | - | - | 90 | - | - 1 | |
| (I) Compensation in the company preparing the financial statements | • | 130 | - | - | 130 | - | 260 | - | - | - | - | - | 260 | - | - 1 | |||
| (II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - 1 | |||||
| (III) Total | 130 | - | - | 130 | - | 260 | - | - | - | - | - | 260 | - | - | ||||
| Doris Honold | Member of the Board | 27.03.2025 | 31.12.2025 | approv. AR 2026 |
100 | - | - | - | - | 100 | - | - | - | - | - | 100 | - | - [ |
| Member of Risk Committee | 11.04.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 65 | - | 65 | - | - | - | - | - | 65 | - | - | |
| (I) Compensation in the company preparing t | he financial statem | ents | 100 | - | - | 65 | - | 165 | - | - | - | - | - | 165 | - | - | ||
| (II) Compensation from subsidiaries and asso | ociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | 100 | - | - | 65 | - | 165 | - | - | - | - | - | 165 | - | - | ||||
| Beatriz Lara Bartolomé |
Member of the Board | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | - | - | 130 | - | - | - | - | - | 130 | - | - |
| Member of Nomination Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 40 | - | 40 | - | - | - | - | - | 40 | - | - | |
| (I) Compensation in the company preparing t | he financial statem | ents | 130 | - | - | 40 | - | 170 | - | - | - | - | - | 170 | - | - | ||
| (II) Compensation from subsidiaries and asso | ociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | - | + | 130 | - | - | 40 | - | 170 | - | - | - | - | - | 170 | - | - | ||
| Maria Pierdicchi | Member of the Board | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | - | - | 130 | - | - | - | - | - | 130 | - | - |
| Chair of Related Parties Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 82 | - | 82 | - | - | - | - | - | 82 | - | - | |
| Member of Remuneration Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 40 | - | 40 | - | - | - | - | - | 40 | - | - | |
| (I) Compensation in the company preparing t | he financial statem | ents | 130 | - | - | 122 | - | 252 | - | - | - | - | - | 252 | - | - | ||
| (II) Compensation from subsidiaries and asso | ociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | 130 | - | - | 122 | - | 252 | - | - | - | - | 252 | - | - |
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| (A) | (B) | (0 | E) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed | compensation | Compensa | Variable no compens |
Severance indemnity |
||||||||||||||
| Name and surname | Office | Period for which | office was held | Office expiry |
Emolume nts resolved by the Sharehold ers' Meeting |
Attendanc e tokens |
Lump sum expense reimburse ments |
Comp.for specific offices ex sec. 2389 Italian Civil Code |
Employment fixed salary |
Total | tion for committe e participati on |
Bonuses and other incentives |
Profit sharing |
Non- monetary benefits |
Other remunerat ion |
Total | Fair value of equity compensat ion |
for end of office or termination of employment |
| Marco Rigotti | Member of the Board and Chair Audit Committee |
01.01.2025 | 31.12.2025 | approv. AR 2026 |
300 | - | - | - | - | 300 | - | - | - | 7 | - | 307 | - | - |
| Member of Risk Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 90 | - | 90 | - | - | - | - | - | 90 | - | - | |
| (I) Compensation in the company preparing the financial statements | 300 | - | - | 90 | - | 390 | - | 7 | - | 397 | - | - | ||||||
| (II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| (III) Total | 300 | - | - | 90 | - | 390 | - | - | - | 7 | - | 397 | - | - | ||||
| Francesca Tondi | Member of the Board | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
130 | - | - | - | - | 130 | - | - | - | - | - | 130 | - | - |
| Member of Related Parties Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
- | - | - | 34 | - | 34 | - | - | - | - | - | 34 | - | - | |
| Member of Risk Committee | 28.01.2025 | 11.04.2025 | - | - | - | 21 | - | 21 | - | - | - | - | - | 21 | - | - | ||
| (I) Compensation in the company preparing the financial statements | 130 | - | - | 55 | - | 185 | - | - | - | - | 185 | - | - | |||||
| (II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| (III) Total | 130 | - | - | 55 | - | 185 | - | - | • | - | - | 185 | - | |||||
| Gabriele Villa | Member of the Board and Audit Committee | 01.01.2025 | 31.12.2025 | approv. AR 2026 |
230 | - | - | - | - | 230 | - | - | - | 7 | - | 237 | - | - |
| (I) Compensation in the company preparing | the financial statem | ents | 230 | - | - | - | - | 230 | - | - | 7 | - | 237 | - | - | |||
| (II) Compensation from subsidiaries and ass | sociates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| (III) Total | 230 | - | - | - | - | 230 | - | - | - | 7 | - | 237 | - | - | ||||
| TOTAL BOARD | (I) Compensation in the company preparing the financial statements | 2,390 | - | - | 2,626 | 3,320 | 8,336 | - | - | - | 549 | 22 | 8,908 | 6,803 | - | |||
| (II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| (III) Total | 2,390 | - | - | 2,626 | 3,320 | 8,336 | - | - | - | 549 | 22 | 8,908 | 6,803 | - |
Rounded amounts expressed in thousands of Euro
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| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed compensation | Compensat | Variable non-equity compensation |
Fair value | Severance indemnity for |
|||||||||||||
| Name and surname | Office | Period for which office was held |
Office expiry |
Emolumen ts resolved by the Shareholde rs' Meeting |
Attendanc e tokens |
Lump sum expense reimburse ments |
Comp.for specific offices ex sec. 2389 Italian Civil Code |
Employment fixed salary |
Total | ion for committee participati on |
Bonuses and other incentives |
Profit sharin g |
Non monetary benefits |
Other remunerati on |
Total | of equity compensati on |
end of office or termination of employment |
| Other Executives with | (I) Compensation in the company preparing the financial statements | - | - | - | - | 10,304 | 10,304 | - | - | - | 1,556 | 356 | 12,216 | 11,319 | 3,158 | ||
| Strategic Responsibilities |
(II) Compensation from subsidiaries and associates | - | - | - | - | 1,250 | 1,250 | - | - | - | 453 | 16 | 1,719 | 2,025 | - | ||
| (total 10 FTEs) | (III) Total | - | - | - | - | 11,554 | 11,554 | - | - | - | 2,009 | 372 | 13,935 | 13,344 | 3,158 |
Rounded amounts expressed in thousands of Euro
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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
| responsibilities | previous years and | nts assigned during not vested during the ear |
Financial i | nstruments assigned | during the year | Financial instruments vested during the year and not assigned | nts vested during the assignable | Financial instruments relevant to the year |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | В | (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) | Assignme nt date |
Market price upon assignment | Number and type of financial instruments | Number and type of financial instruments | Value on maturity date | Fair Value |
| Andrea Orcel | CEO | ||||||||||||
| (I) Compensation in compan statements |
y preparing financial | GIS 2022 (****) | 309,723 | Dec. 2026 / Dec. 2028 | 92,916 | 899,984 | Dec. 2026 / Dec. 2028 |
Dec. 2025 | 9.686 | 0 | 0 | 0 | 429,380 |
| GIS 2023 | 275,112 | Dec. 2027 / Dec. 2029 (*) |
0 | 0 | - | - | - | 0 | 0 | 0 | 530,127 | ||
| GIS 2024 | 99,789 | Dec. 2028 / Dec. 2030 () (*) |
0 | 0 | - | - | - | 0 | 66,526 | 4,828,989 | 15,447 | ||
| One-Off Award | 30,489 | Dec. 2028 / Dec. 2030 (**) |
0 | 0 | - | - | - | 0 | 20,327 | 1,475,496 | 310,683 | ||
| Dividend Equivalent Shares Under Retention |
0 | - | 0 | 0 | - | - | - | 0 | 4,372 | 317,355 | 185,974 | ||
| GIS 2025 | 0 | - | 161,985 | 11,758,167 | 40% Dec. 2026 60% Dec.2029 / Dec. 2031 () (*) |
23/02/2026 | 72.588 | 0 | 0 | 0 | 5,331,252 | ||
| (II) Compensation from Subs | sidiaries and Associates | 0 | - | 0 | 0 | - | - | - | 0 | 0 | 0 | 0 | |
| (III) Total | 715,113 | - | 254,901 | 12,658,152 | - | - | - | 0 | 91,225 | 6,621,840 | 6,802,863 | ||
| Other Executives with strate | gic responsibilities | ||||||||||||
| (I) Compensation in company preparing | n. 7 Executives | GIS 2020 | 0 | - | 0 | 0 | - | - | - | 0 | 20,356 | 1,477,601 | 0 |
| financial statements (*) | n.9 Executives | GIS 2021 | 37,097 | Dec. 2026 | 0 | 0 | - | - | - | 0 | 36,493 | 2,648,954 | 79,543 |
| n. 10 Executives | GIS 2022 | 367,972 | Dec. 2026 / Dec. 2028 | 87,711 | 849,569 | Dec. 2026 / Dec. 2028 |
Dec. 2025 | 10 | 0 | 22,185 | 1,610,365 | 999,680 | |
| n. 11 Executives | GIS 2023 | 391,850 | Dec. 2026 / Dec. 2029 (***) |
0 | 0 | - | - | - | 0 | 14,712 | 1,067,915 | 785,278 | |
| n. 6 Executives | LTI 2020 2023 | 126,384 | Dec. 2026 / Dec. 2028 | 0 | 0 | - | - | - | 0 | 44,047 | 3,197,284 | 184,967 | |
| n. 11 Executives | GIS 2024 | 146,885 | Dec. 2026 / Dec. 2030 () (*) |
0 | 0 | - | - | - | 0 | 97,219 | 7,056,933 | -6,234 | |
| n. 10 Executives | One-Off Share Award | 83,288 | Dec. 2026 / Dec. 2030 (**) | 0 | 0 | - | - | - | 0 | 55,531 | 4,030,884 | 906,943 | |
| n. 11 Executives | Dividend Equivalent Shares Under Retention |
0 | 0 | 0 | 0 | - | - | - | 0 | 7,672 | 556,895 | 349,958 | |
| n. 11 Executives | GIS 2025 | 0 | 0 | 173,314 | 12,580,517 | Dec. 2026 / Dec. 2031 () (*) |
23/02/26 | 72.588 | 0 | 0 | 0 | 10,043,982 | |
| (II) Compensation from Subs | sidiaries and Associates | 0 | • | 0 | 0 | • | - | - | 0 | 0 | 0 | 0 | |
| (III) Total | 1,153,476 | - | 261,025 | 13,430,085 | - | - | - | 0 | 298,215 | 21,646,830 | 13,344,117 |
(a) date on which the shares become available for the beneficiary, after their vesting and upon expiry of the further year of mandatory retention
(*) Quantities subject to changes based on the further assessment of long-term performance as provided for by the Incentive Plan Regulations.
(**) A stock Dividend Equivalent is envisaged to be granted on the shares that have vested but are subject to the annual holding period.
(***) For certain tranches, quantities are subject to changes based on the further assessment of long-term performance as provided for by the Incentive Plan Regulations.
(****) In the section "Financial instruments assigned during the year," the additional shares assigned as a result of the application of the corrective factor linked to long-term performance—measured at the end of 2025—are reported, as provided for by the Regulations of the 2022 Group Incentive System.
(*****) For simplicity, the data also include those relating to an executive who is a member of the Group Executive Committee of UniCredit S.p.A. and has an employment relationship with a foreign subsidiary, whose values are indicated separately in Table 1.
(11) Valuation based on the price of €72.588, corresponding to the average price recorded in the month preceding the Board meeting that resolved the execution of the capital increase for the issuance of the shares to be assigned to beneficiaries under the Plans.
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Consob Issuers' Regulation nr. 11971 - Attachment 3A / Schedule 7-bis TABLE 3B: Monetary Incentive Plans in Favour of Members of the Administrative Body, General Managers and Other Executives
| Α | В | (1) | (2) | (3) | (4) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Annual Bonu | IS | Pr | evious Years Bonus | es | |||||
| 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 | Dolluses | |||
| Other Executives with Strategic Re | esponsibilities | ||||||||
| (I) Compensation In The Company | Preparing the Financial Statements | Group Incentive System 2020 | - | - | - | - 180,703 | - | ||
| Group Incentive System 2021 | - | - | - | 483,777 | |||||
| Group Incentive System 2022 | - | 28,800 | Dec. 2027 | 139,800 | |||||
| Group Incentive System 2023 | - | - | - | 40,000 | |||||
| Group Incentive System 2024 | - | - | - | 48,000 | |||||
| (II) Compensation from Subsidiarie | s and Associates | - | - | _ | - | - | |||
| (III) Total | 28,800 | - 180,703 | 711,577 |
Amounts in Euro
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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 2024 (1) |
Acquired | Sold | Held at the End of 2025 (1) |
| BOARD OF DIRECTORS | |||||||
| Andrea Orcel | Chief Executive Officer | UniCredit | ord. | 782,858 | 183,408 (2) |
966,266 | |
| Elena Carletti | Deputy Vice Chair | UniCredit | ord. | 808 | 808 | ||
| Julie B. Galbo | Director | UniCredit | ord. | 627 | 627 | ||
| Jeffrey Alan Hedberg | Director | UniCredit | ADR | 28,595 | 28,595 |
- (1) Or start / end date of appointment if different from indicated period
- (2) Shares resulting from the issuance and grant during fiscal 2025 of free ordinary shares under the 2023 Group Incentive System
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 2024 (1) |
Acquired | Sold | Held at the End of 2025 (1) |
| 11 | UniCredit | ord. | 854,548 | 488,641 (2) |
249,594 (3) |
1,093,595 |
- (1) Or start / end date of appointment if different from indicated period
- (2) Resulting from the granting in 2025 of free ordinary shares under the Group Incentive Systems
- (3) Of which nr. 227,964 sold within the Group Share Netting / Share Cashing program
{11}------------------------------------------------

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.