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2026

Group Remuneration Policy and Report

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Letter from the RemCo Chairman

Highlights

Section I. 2026 Group Remuneration Policy

1. Overview and principles
1. Governance
1. Compliance and Sustainability Drivers
1. Compensation Framework
1. Group Compensation Systems

Section II. Remuneration Report

1. Introduction
1. Governance
1. Remuneration Processes and Outcomes
1. 2025 Remuneration Data

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Letter from the RemCo Chairman

Dear Shareholders,

As I close my second year as Chair of UniCredit's Remuneration Committee, I have seen our bank progress through a period of disciplined execution and measured ambition. This momentum has been built by our people across UniCredit, and it sets a demanding bar for the years ahead.

At UniCredit, we continue to foster a strong culture of excellence and ambition, which remains a cornerstone of our strategy. This winning culture is essential to unlocking sustainable value across our markets and ensuring long-term success. In this context, our remuneration approach must keep pace: simple in design, rigorous in outcomes, and fully accountable to risk and regulation so that performance today translates into sustainable value tomorrow.

Continuity in our remuneration approach is key: we will maintain a framework that aligns with our business objectives, supports performance, and reinforces our commitment to responsible and sustainable practices.

Our Remuneration practices are therefore structured to facilitate the achievement of business goals, ensuring alignment with the Group's risk management framework, and maintaining compliance with applicable national and international regulatory requirements.

For the 2026 financial year, the remuneration framework will remain broadly stable, following the comprehensive structural reviews undertaken in the previous cycle. No material or structural adjustments will be made with respect to top management remuneration structures and quantum, nor to compensation policies for this year.

Business strategy and results

"UniCredit Unlocked" execution delivered 20 consecutive quarters of quality profitable capital generative growth reflecting five years of disciplined execution through which UniCredit has pursued an industrial and cultural transformation that has redefined its position in the banking industry.

UniCredit has transformed itself from a laggard into a market leader, driven by a client-centric strategy, strong execution discipline, and a Group-wide commitment to empowering both our people and communities to progress.

From 2021 to 2025, UniCredit's net profit grew from €1.9/2.4 bn to €9.9/10.6 bn (maximum target/achieved result). Maximum targets were raised materially year after year, with UniCredit consistently overperforming.

In relative terms UniCredit beat our peer group by a comfortable margin, delivering:

The highest TSR growth within our peer group: 1,089% over the period 2021-2025, more than 3x the peers' average and more than 2x the second peer in the ranking;
The highest RoTE growth across peers to reach 19.2% at 25YE: +14.3 percentage points over 2021-9m25, +163% vs. peers' average and +13% above the second peer in the ranking;
An impressive increase of market capitalization, from c. € 17 bn in 2021 to c. € 110.5 bn in 2025;
An outstanding track-record of shareholders' distributions in dividends and share buybacks combined, € 36 bn in the period 2021-2025, while maintaining a leading CET1 ratio of 14.7% at 25YE and building over € 4.5 bn of excess capital.

UniCredit's strategy focuses on accelerating profitable growth by capturing high-quality market share and increasing share of wallet among existing clients. This is supported by our strong momentum, best-in-class channels, and the ability to unlock value from past initiatives, further enhanced by additional frontline investments, stronger connectivity between factories and distribution, and advanced technology and AI.

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The transition from the "Unlocked" strategy to "Unlimited" is reinforced by the FY26–28 ambitions, which pave the way toward the Group's 2030 objective: we are entering 2026 with real momentum and the aim of delivering a superior investment proposition while accelerating into a decade of outperformance.

"UniCredit Unlimited" will focus on growing high-quality market share and redefining the efficiency frontier in both operational and capital excellence. This will support faster, high-quality top-line growth and further deepen the Group's transformation, enabled by ongoing, self-funded investments in technology, data, and AI.

Given the very strong performance across all financial and non-financial indicators during 2025, the CEO scorecard achieved the maximum results and is due to pay out the maximum variable remuneration in line with the 2025 paycurve. This outstanding achievement provides a clear demonstration of our commitment to a rigorous pay-forperformance model that directly rewards superior leadership and value creation.

Remuneration Strategy

UniCredit's remuneration framework remains firmly aligned with our ambitious business strategy and is grounded in the principles of meritocracy and sustainable pay for sustainable performance. Over the years, it has proven effective in attracting, motivating, and retaining top talent, while supporting our transformation journey and ensuring alignment between management and shareholders for long-term value creation.

Our approach incentivizes employees to deliver outstanding results within the Group's risk appetite and, for the Group Executive Committee, variable compensation continues to be exclusively in shares, with extended deferral periods and rigorous pay for performance alignment through short- and long-term risk-adjusted KPIs and hurdles. This approach is ensured by our Sustainable Performance Plan, confirmed also for 2026, which remains unique among our European peer group. In this regard, we have completed the first assessment linked to long-term additional performance conditions over the three-year period from 2023 to 2025, the outcome of which reaffirms the effectiveness of our incentive system and highlights the strong link between sustainable corporate results and incentives over time.

We are not changing the core of our incentive framework for 2026, rather, we are reinforcing it.

Our remuneration strategy keeps aligning targets with the strategic plan, driven by ambitious trajectory and a pay curve firmly anchored in our strong pay-for-performance philosophy and commitment to meritocracy. The KPIs of the scorecard are confirmed, together with the pay levels and the payout curve featured by a higher gradient to reward out-performance, with a steeper downward curve closer to threshold.

Our targets for our financial metrics within the 2026 scorecard are materially higher than those in 2025 to align with our ambitious plan for the coming year. The combination of the pay curve and the financial KPIs embedded in the 2026 scorecard, results in an equivalent RoTE above 21% to achieve the maximum award, positioning the target at a top-tier level compared with peers.

Moreover, following valuable feedback from our shareholders, the Remuneration Committee has worked closely with the Board to redefine the scope of its discretion within the framework. Our revised approach involves the removal of the Board's specific discretionary upside (previously up to +20%) and the automatic KPI offset mechanism. Simultaneously, we are establishing more precise criteria for the exercise of discretion, consistent with broader market practices. This refinement ensures greater clarity, transparency, and consistency in decision-making, while preserving the flexibility needed to respond to one-off extraordinary events if required.

Finally, to foster growth in our Asset Management business, in line with current Bank of Italy provisions, UniCredit will exercise the option to waive the banking-related 2:1 cap between variable and fixed remuneration for staff exclusively employed in its investment firms and asset management companies, introducing a specific limit of up to 5:1.

This measure, consistent with prevailing market practices, is driven by the need to maintain a competitive positioning, ensuring the ability to attract and retain key talent in both domestic and international markets. The framework continues to be subject to robust risk and performance alignment requirements consistent with the Group's overall remuneration principles.

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Shareholder Engagement

The Remuneration Committee, has continued to support the Board of Directors in its decisions on remuneration by actively engaging with institutional investors and proxy advisors to gather feedback. Our approach has been grounded in clear and transparent communication, aimed at explaining and discussing the evolution of the Group's Remuneration Policy.

Our shareholders' feedback remains invaluable and will guide us in identifying areas for further improvement and we remain committed to maintaining an open, transparent, and proactive dialogue with our shareholders to continuously refine our approach.

During the last remuneration season, all major investors reaffirmed their support notwithstanding the recommendations issued by proxy advisors. To further demonstrate the importance placed on feedback from both investors and proxy advisors, the RemCo launched an early engagement initiative with the latter immediately following the Shareholders' Meeting and before our financial year-end. This proactive approach was used to listen carefully, understand the concerns raised during the last AGM, and address them effectively particularly regarding the framework of discretion granted to the Board.

This dialogue will continue with a second wave of meetings in March 2026, involving institutional investors, where we expect to reach c. 35% of the outstanding capital, and will be focused on presenting the highlights of the 2026 Remuneration Policy and Report as approved by UniCredit's Board of Directors. These sessions are intended to provide clarity on the key features of our policies and their underlying rationale, and to facilitate an informed assessment ahead of the upcoming Shareholders' Meeting.

Our goal remains consistent: to ensure transparency, foster trust, and integrate shareholder perspectives into our remuneration framework.

The RemCo adopts a forward-looking approach, continuously assessing market evolution and regulatory shifts to stay ahead of the market. Recent changes in the UK – including the removal of the variable pay cap and adjustments to deferral periods, the cash/share mix, and materiality thresholds – present significant competitiveness challenges in the global market for top talent, which warrant close and ongoing monitoring.

For this reason, the RemCo, supported by its independent advisor, will continue to monitor the situation and adapt the compensation strategy to keep it competitive over time, in line with governance best practices, European regulations, and the needs for attracting and retaining key talent, while ensuring transparency towards stakeholders.

As a final note, I want to express my gratitude to you, our shareholders, for your support at the previous Annual General Meetings, as well as your invaluable input throughout the past year. We have considered and incorporated it in the Remuneration Policy decisions. I would also like to express my gratitude to the other members of the Remuneration Committee and the whole Board, for their teamwork and active involvement in fulfilling our mandate.

António Domingues

Chairman of the Remuneration Committee

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Highlights

The implementation of the principles set out in the Group Remuneration Policy provides the framework for the design of reward programmes across the Group.

Policy standards ensure that compensation is aligned to business objectives, market conditions and stakeholders' long-term interests. UniCredit's compensation approach has been consolidated over time under the Group governance, to be compliant with the most recent national and international regulatory requirements. It is connected to performance, market awareness and aligned with business strategy and shareholders' interests.

The key pillars of the Group Remuneration Policy (Section I) reflect the most recent regulations in terms of remuneration and incentive policies and practices, in order to build year after year a remuneration framework aligned with long-term strategies and goals as well as to be sustainable over time, all in the interest of our stakeholders.

The remuneration framework is linked to company results and is adequately adjusted to take into account all risks, ensure that capital, funding and liquidity levels are more than adequate to support all our ongoing activities and promote the right behaviors, avoiding distorted incentives that could lead to violation of laws or regulations, or excessive risk taking.

The 2026 Group Remuneration Policy and Report fully encompasses the changes requested by Circular 285 from the Bank of Italy (37th update of November 24, 2021) on remuneration and incentive matters. In addition, the document includes the requirements of the Legislative Decree no. 49 of May 10, 2019, by which the provisions of Directive (EU) 2017/828 (Shareholder Rights Directive 2) are implemented in the legal system and which introduce an advisory vote by the Shareholders' Meeting on the Remuneration Report.

Unless expressly specified otherwise, the information contained in this section refers to the approval date of the document.

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FOCUS

Business Strategy

UniCredit delivered record growth and profitability for 2025 reaching €10.6 billion of net profit, up c.14% versus last year, marking 20 consecutive quarters of disciplined profitable capital generative growth and beating our own expectations.

Thanks to the strength and resilience of its diversified business model, UniCredit was once again able to deliver best in class profitability, capital and distributions and is now ready to raise the bar with its new strategic plan "UniCredit Unlimited".

Full year RoTE stood at 19.2%, or 21.9% on a 13% CET1 ratio, supported by operational and capital excellence despite absorbing €1.4bn in extraordinary charges to strengthen and further protect the medium-term trajectory.

We posted a strong CET1 ratio at 14.7%, thanks to robust FY25 organic capital generation of 382 bps absorbing the impact of €9.5bn1 in distributions and, together with other levers, the impact of equity consolidation of certain investments.

Revenue of €24.5bn, flat versus prior year despite lower interest rates demonstrated resilient, high-quality net interest income (net of LLPs and strong fees and net insurance results).

Our best-in-class cost/income ratio of 38.5% was delivered whilst continuing to substantially invest to support future growth.

UniCredit's ambition is consistently delivering outperformance in profitable, capital generative growth and distributions. The Group is confident in maintaining this trajectory in the coming five years.

UniCredit remains the most shareholder-friendly bank generating more shareholder value than any of our peers, with EPS, DPS and TBVPS up +20%, +31% and +19% respectively versus FY24, and Total Shareholder Returns, Share Price and total distribution growth at c.3x, more than 3x and c.2x, respectively, its core financial peer group.

¹ Subject to supervisory, board of directors and shareholders' approval.

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Looking ahead, the combined strength of our empowered people, enhanced product factories, superior omnichannel delivery, and accelerating digital data and AI capabilities supports our ambition to aim to deliver a highly attractive profitable capital generative growth leading to circa €13 billion in net profit and above 23% RoTE in 2028, further improving from there into 2030. We remain focused on disciplined execution through the cycle and are excited about what the future holds for UniCredit, our investors, clients, people and communities.

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1. Key Pillars

Our remuneration policy, which complies with regulatory requirements and the principles of good business conduct, aims to align the interests of our employees with those of our shareholders and customers, and reflects a sound pay-for-performance philosophy in order to reward performance and to attract and retain top-class talents to improve our competitive position.

The key pillars of the Group Remuneration Policy aim at ensuring the competitiveness and effectiveness of remuneration as well as transparency and internal equity:

Clear and transparent governance;
Compliance with regulatory requirements and principles of good business conduct;
Continuous monitoring of market trends and practices;
Meritocracy and Sustainable pay for sustainable performance;
Motivation, retention and fair treatment of all employees, with particular focus on talents and missioncritical resources.

Details

Section I - Chapter 1

Both management and the Board have worked over the years to design and continuously improve a remuneration framework to be fit for the business strategy and be fit for the future, to support the Bank's ambitious transformation journey, drive outperformance against targets, whilst fully aligning management and shareholders' interests for the Bank's long-term value creation.

2. Material Risk Takers identification

Qualitative and quantitative criteria, which are common at European level, as defined by the regulation, are applied to identify the people who are deemed to take material risks for the organization.

Details

Section I - Paragraph 2.4

The Material Risk Takers population is reviewed annually and on an ongoing basis ensuring full compliance with current regulations. The identification follows a structured evaluation process both at Group and local level, based on the application of qualitative and quantitative criteria common at the European level. The last cycle of the Material Risk Takers (MRT) identification process led to the identification of 853 Group MRTs. No material changes in the identification process and outcomes are expected for 20262 .

² at a constant perimeter and methodology.

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2025 Group Material Risk Takers distribution

TOTAL NUMBER OF GROUP MATERIAL RISK TAKERS^B : 853 (o/w 127 IDENTIFIED FOR THE FIRST TIME)

Numbers may not add due to rounding.

A. The variable to fixed cap is the ratio between variable and fixed compensation applicable according to the regulatory provisions.

B. Total number of GMRTs does not include Group Management Body members who are not employees of UniCredit Group.

3. Compensation benchmarking and policy target

A specific "Peer Group" of companies is defined for compensation benchmarking, reviewed annually by the Remuneration Committee with the support of an external independent advisor. Specific peer groups at country/division level may be defined to assure competitive alignment with the market of reference.

The pay target positioning of UniCredit is based on the principle of relative pay-for-performance over a long-term period.

Details

Section I - Paragraph 4.1

The Remuneration Committee, supported by their independent external advisor, confirmed for 2026 the list of selected competitors that represent UniCredit group-level peers for compensation benchmarking, with specific reference to Group Executives. The key criteria used for the update are related to size (e.g. market capitalization, total assets), complexity (e.g. business model, geographical spread) and people management (e.g. proximity and competition for talents, pay for performance culture).

The 2026 Group comprises ten peer companies: Intesa Sanpaolo, Banco Santander, BBVA, Crédit Agricole, BNP Paribas, Deutsche Bank, HSBC, Barclays, NatWest Group and UBS.

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The remuneration policy target aims at aligning the remuneration levels of Group Material Risk Takers to the company performance over the medium-long period. It is built on the principle of pay-for-performance and set to attract and retain top-class talents, able to improve UniCredit's competitive position, with individual positioning being defined on the basis of specific performance, potential and people strategy decisions, as well as UniCredit's performance over time.

4. Ratio between variable and fixed compensation

In compliance with the regulatory requirements (Circolare 285, Bankit), the 2:1 ratio represents the maximum limit between variable and fixed components of remuneration for all employees, including Material Risk Takers, with the exception of staff3 in Corporate Control functions, People & Culture and the Manager in charge of drafting the company's financial reports for whom a more restrictive regulatory cap applies.

Details

Section I - Paragraph 4.7

In compliance with applicable regulations, the adoption of a maximum ratio between variable and fixed remuneration of 2:1 as approved by the Shareholders' Meeting held on March 31, 2023⁴ , also applies in 2026 for the whole population⁵ , excluding Corporate Control Functions (i.e. Audit, Risk, Compliance), People & Culture and the Manager in charge for drafting the company's financial reports 6 as per Bank of Italy provisions (Circolare 285).

This ratio was chosen in order to further leverage on the principle of pay for performance, which is at the core of our remuneration strategy, aimed at creating headroom to pay for strong years whilst providing flexibility to the cost structure.

A. Including People & Culture and the Manager in charge of drafting company's financial reports as per Bank of Italy Circolare 285. Extended by similarity of the role of the Sustainability Reporting Manager, when appointed.

B. Group guidelines to be locally adopted e.g. 200% applied unless a more stringent regulation applies at country level

In compliance with regulatory provisions (EBA guidelines and Circolare 285 Bank of Italy), the benefits provided by the Bank's policy for specific categories of personnel, as well as the fixed payments and social security mandatory under national law (e.g. in Italy: TFR – Trattamento di Fine Rapporto accruals and INPS – Istituto Nazionale di Previdenza Sociale contribution paid by the company on fixed remuneration), are classified as "fixed remuneration" for the purpose of calculating the variable to fixed cap.

UniCredit · 2026 Group Remuneration Policy and Report 11

³ Excluding staff of the Group's investment firms and Asset Management companies, in the terms described in this paragraph.

⁴ First adoption approved by the Shareholders' Meeting held on May 13, 2014.

⁵ Incl. external credit intermediaries and financial advisors.

⁶ The same provision shall also apply to the Sustainability Reporting Manager, when appointed.

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The Executives with Strategic Responsibilities entitled to a variable to fixed ratio potentially up to a maximum of 2:1 are:

Group Chief Executive Officer;
Head of Italy, Head of Germany, Group Head of Central Europe and Eastern Europe, Head of Client Solutions, Digital & Information Officer, Group Chief Operating Officer, Chief Financial Officer.

For the rest of the staff belonging to the Corporate Control Functions⁷ , People & Culture and the Manager in Charge of Drafting the Company Financial Reports it is expected that fixed remuneration is a predominant component of total remuneration, and therefore a stricter regulatory cap applies.

For these Functions it is also foreseen that incentive mechanisms are consistent with the assigned tasks, as well as being independent of results from areas under their control.

For these Corporate Control Functions, in particular, the maximum weight of the variable component will take into account the differences between national rules and regulations in application of Directive 2019/878/EU in the various countries in which the Group operates⁸ , in order to ensure equal operating conditions in the market and the ability to attract and retain individuals with professional skills and capabilities adequate to meet the needs of the Group.

The adoption of a ratio of 2:1 between variable and fixed compensation does not have any implications on the bank's capability to continue to respect all prudential rules, in particular capital requirements.

It is specified that, in line with the provisions currently issued by the Bank of Italy and as set out in this remuneration policy submitted for approval by the Shareholders' Meeting, UniCredit will exercise the option not to apply the 2:1 limit between the variable and fixed components of remuneration, with respect to staff of the Group's investment firms and asset management companies (current and future), establishing a maximum ratio between the variable and fixed components of up to 5:1. This decision is based on the fact that such staff operate exclusively for the aforementioned entities.

The adoption of a limit of up to 5:1 is motivated by the need to maintain a competitive positioning, ensuring the ability to attract and retain key talent in both domestic and international markets.

This exemption applies to Group companies that currently set or will set a specific cap on the variable component, defined in accordance with the applicable local and sector regulations, ensuring that the remuneration policies adopted by these entities remain consistent with the Group's policy and with the guidelines provided pursuant to law, particularly with regard to gender neutrality, alignment with Group risks, compatibility with the Group's capital and liquidity levels, and the medium- to long-term orientation of the Group.

⁷ At Group level are considered as such Audit, Compliance and Risk Management; other functions may be included at local level where a stricter regulation is envisaged. For Risk Management departments not classified as control function the 1:1 cap is confirmed.

⁸ In particular, for the Material Risk Takers of Corporate Control Functions in Italy, the ratio between the variable and the fixed components of remuneration cannot exceed the limit of one third, as per Bank of Italy provision (Circular 285 of December 17, 2013, 37th update of November 24, 2021).

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5. Sustainable Performance Plan

The 2026 Group Incentive System has been confirmed as a Sustainable Performance Plan, based on both short-term and long-term performance conditions for CEO and top management, to support the Group strategic direction by fostering a strong link between remuneration, risk and sustainable profitability.

Details

Section I - Paragraphs 5.1 and 5.2

The 2026 variable remuneration framework continues to be based on a "bonus pool" approach ensuring an overall performance assessment both at Group / Division / Country level and at individual level, fully in line with regulatory requirements and consistent with risk appetite and compliance standards.

The incentive plan ("Sustainable Performance Plan") has been structured to best support the delivery of the Strategic Plan on a yearly basis, while ensuring that results delivered are sustainable over time via long-term performance conditions, considering the significant transformational effort of the Strategic Plan.

The key design principles of the incentive system remain unchanged, as follows:

Rolling structure: to allow for a yearly verification of the adequacy of the compensation arrangements;
Double-assessment of performance: combined system, that requires the reconfirmation of short-term performance (2026) over the long-term (2027-2029), to guarantee sustainability of the results;
Shareholder alignment: pay-out 100% in shares for the CEO, Group Executive Committee (GEC) members and Group Chief Audit Executive (CAE), and primarily in shares for the other executives, with a long deferral period (total plan duration 8 years);
Pay for performance: providing clear performance conditions anchored to UniCredit Strategic Plan pillars, with ambitious targets and rigorous pay for performance correlation to ensure meritocracy and fairness. The scorecards are based on a combination of financial targets and non-financial goals (i.e. Strategic Priorities & Company Culture), supported by a structured goal setting framework, based on the "KPI Bluebook", a catalogue of certified KPIs set by relevant group key functions and specific goal setting guidelines in line with regulatory provisions.

The incentive plan is fully confirmed, including the 100% payout in shares for CEO and top management and the share conversion price set, following the regulatory clarification on the matter, ex-post-performance and without any adjustment for missed dividends ahead of vesting; only the dividends on vested shares within the retention period are recognized to individuals in line with regulatory requirements.

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6. Compliance breach, Malus and Claw-back

In line with regulatory requirements, the Group reserves the right to activate malus and claw-back mechanisms, namely the reduction/ cancelation and/or the recoupment respectively of any form of variable compensation.

Details

Section I - Paragraph 5.1

According to the Bank of Italy and EBA requirements⁹ and to further strengthen the governance framework, the key rules of compliance breaches management, as well as their related impact on remuneration components through the application of both malus and claw-back clauses, are reported in the 2026 Group Remuneration Policy.

7. Share ownership guidelines

Share ownership guidelines set minimum levels for company share ownership by relevant Executives, by ensuring appropriate levels of personal investment in UniCredit shares over time.

Details

Section I - Paragraph 4.8

As part of the total compensation approach and in line with regulatory provisions, UniCredit offers equity incentives which provide for opportunities of share ownership, in full alignment with the applicable regulatory requirements.

The Share Ownership guidelines apply to the Chief Executive Officer, Group Executive Committee (GEC) and their first reporting line, the so-called GEC-1 with managerial responsibilities10 .

Share Ownership Guidelines

The established levels of share ownership should be reached, as a rule, within five years from the appointment in the above indicated Executive categories within the scope of the guidelines and should be maintained while the role is held. The achievement of the share ownership levels should be achieved through a pro rata approach over a 5-year period, granting a minimum amount of shares each year.

The current level of CEO share ownership, excluding deferred shares - not yet vested or still subject to holding period - is 966,266 shares or >15x 11 the sum of annual base salary and directorship fixed emoluments, which is above the minimum requirement of 3x.

⁹ Bank of Italy Circular 285 on "Policies and practices on remuneration and incentive" updated as of November 24, 2021 and EBA "Guidelines on sound remuneration policies" published on July 2, 2021.

¹⁰ Considering the application, from 2016, of the new ratio between the variable and the fixed components of remuneration (which cannot exceed the limit of one third for the Material Risk Takers within Italian Control Functions, while fixed remuneration is expected to be the predominant component for the Control Functions of other geographies), share ownership guidelines are not applied to the Executives who are part of Corporate Control Functions.

¹¹ Share ownership level calculated based on the average market share price in the month prior to the annual measurement date of € 65.444. Calculation method in line with widespread market practice.

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8. Severance payments

Severance payments take into consideration long-term performance, in terms of shareholders' added value. They do not reward failures or abuses and shall not exceed in general 24 months of total compensation, including notice (in case of lack of law/National Labour agreement provisions as locally applicable), in continuous alignment with applicable regulations/contractual frameworks.

Details

Section I - Paragraph 4.6

The Policy on payments to be agreed in case of early termination of a contract (so called "severance payments") is aligned with the changes introduced by the 25th update of the Circular 285 by Bank of Italy and it has not been subject to changes since 2021, being consistent with the latest version of the above Circular currently into force.

As described in the UniCredit termination payments policy (available on our website), the policy is based on a limit of 24 months of total compensation which is all-inclusive, embedding contractual notice, calculated severance amount and possible non-competition agreement. Severance calculations are based on a specific formula considering tenure, actual performance achieved over time and other specific factors that determine the amount payable.

Additionally, it's worth noting that, because of BankIt requirements, severance arrangements may need to be deferred over time and paid out also in shares, subject to malus and clawback clauses.

UniCredit policy is aligned to Italian market practice and is conservative compared to the Italian labour law context, where the national bargaining agreement (CCNL) also includes severance clauses that are significantly higher than our policy (up to 41 months of total compensation, excluding non-competition agreement).

A. Not including Non-Competition agreements.

It should be noted that our framework is quite different from the prevailing market practice as we provide all-inclusive limits which also include indemnity in lieu of notice and non-competition agreement, if any. This is not conducive to market comparability, particularly in terms of maximum limits. Although no change is proposed for 2026, we cannot exclude future potential change; we will therefore continue to monitor market trends and practices with the support of our advisors. We will continue to define remuneration policies that respond as clearly and transparently as possible to the needs of our stakeholders and, that are always in line with national and international regulatory requirements.

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9. 2025 compensation decisions

› 2025 Bonus Pool outcomes

With reference to 2025 compensation decisions, the UniCredit Board of Directors considered the proposals of the Remuneration Committee and the guidelines of the regulatory authorities on variable remuneration. The evaluation regarding compensation decisions, as in previous years, was supported by a rigorous Group governance process in order to guarantee coherence and transparency towards all the participants involved.

The starting point was the assessment of performance related to "Operating EVA" (NOP net of cost of capital - prebonus), which is the funding KPI for bonus pool size definition. 2025 Operating EVA results have been positive both at Group (+17% vs target) and at Divisional levels.

Bonus pool performance metric (Operating EVA 12 pre bonus – € bn)

Based on UniCredit's 2025 business results, in line with the Risk Appetite Framework as foreseen by the bonus pool rules, the Board of Directors approved the overall Group bonus pool for 2025.

The amount of 2025 Group bonus pool approved by the Board of Directors is up to € 630 mn or +5% vs. 2024 bonus pool paid-out, consistent with the positive performance trend at Group level and across the Divisions. The bonus pool amount is within the maximum theoretical pool generation provided by the rules of the system, reflecting the 2025 performance and risk results vis-à-vis 2025 budget and RAF. The average bonus per-capita for Group Material Risk Takers is up to c. € 180 k, increasing by c. +15% y/y on average.

The distribution of the bonus pool across Divisions is set out below, defined on the basis of the application of the 2025 Group Incentive System rules approved by the Shareholders' Meeting.

¹² Operating EVA defined as Net Operating Profit – Cost of Capital. Cost of Capital is the average Allocated Capital multiplied by the Cost of Equity (Ke) plus the additional Tier 1 corrective factor, adjusted for AT1, excess of capital and cash charges.

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2025 Bonus distribution

The individual allocation of the bonus for the Group Material Risk Taker population is set out below and shows the consistency and correlation of the bonus outcomes with performance appraisals, the achievement of goals and the 360-assessment based on company values.

2025 Bonus differentiation and pay-for-performance for GMRTs

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> 2022 Sustainable Performance Plan (2023-25 Long Term additional performance conditions)

Starting from 2022, the Sustainable Performance Plan (SPP) was introduced as single and rolling Incentive System that combines short-term objectives with additional performance conditions linked to long-term targets, covering the three years following the performance year (2023-2025 for the 2022 incentive system). With the conclusion of the three-year observation period, the first assessment of the long-term additional performance conditions, as provided for under the 2022 Sustainable Performance Plan, was carried out, and the relevant disclosure is provided below together with the relevant outcome.

The SPP mechanism is based on a formulaic scorecard resulting in a symmetric multiplier that can either cancel, reduce (-30%), confirm or increase up to +30% the initial deferred award, within the limit of the variable to fixed cap of the initial performance year.

Simplified version for CEO and GEC

The positive assessment of 2023-25 long term additional performance conditions with KPIs (RoTE and TSR) above maximum targets lead to a +30% multiplier on the deferred bonus.

A. Min b/w 12.5% as RAF target and 350 bps over MDA. B. As defined as Compensation Peer Group in UniCredit Remuneration Policy 2022: Santander, Barclays, Commerzbank, Crédit Agricole, Deutsche Bank, ING, Intesa Sanpaolo, Nordea, Société Générale, UBS, Erste, BBVA. C. Up to individual var/fix regulatory cap. D. RoTE average 2023-25 below 33% vs. Target 22. E. Capital and liquidity conditions as defined for annual performance (for each year from 2023 to 2025). F. Excluding BOD discretion from -100% up to +20% to evaluate broader market context e.g. industry/global shocks.

The additional payout based on long-term performance, impacting 95 eligible executives (CEO, GEC and GEC- $1^{13}$ ), is approx. $\leq 5.7$ mn of which $\leq 0.9$ mn for the CEO and $\leq 0.9$ mn for the other Executives with Strategic Responsibilities; such amount is on top of the initial award deriving from the short-term performance and set within the maximum limit between variable and fixed remuneration of 2022, according to regulatory requirements including the correct classification of fixed remuneration items.

Such amount will be paid out over the 3-year deferral period – from 2027 to 2029 - fully in shares for CEO and GEC members in execution of the 2022 Group Incentive System as approved by the 2022 AGM, following the end of the one year retention period for each tranche required by regulation.¹⁴

^13 Excluding control functions, Head of People and Culture and "Dirigente Preposto".

^14 Share conversion price approved and disclosed to beneficiaries for 2022 Group Incentive system equal to € 9.686.

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› Employees' working conditions

The compensation decisions for GMRTs do not take place in a vacuum. These occur alongside the steps we are taking to create a safe, inclusive, and fair workplace amid global macroeconomic uncertainty.

Our primary focus is to unlock the full potential of our people fostering a positive and inclusive work environment.

We have launched several initiatives to support employees:

c. €50 million has been spent in 2025 to review salaries of the wider population, plus recurring collective contract renewals, leading to c. 4% increase year-on-year. For 2026 we expect a further average growth of fixed payments of c. 3% in the Group, and of c. 2% in the Italian region;
the Gender Pay Gap15 (GPG) on comparable roles remains at the immaterial level of c. 1%, confirming our continued commitment to an inclusive culture grounded in equal treatment and to the continued monitoring of practices supporting equal pay.
to reward adequately our people's performance: more than €300 million of variable remuneration increase since 2020, of which c. 75% allocated to the non-executive population. From 2021 the average bonus percapita increased by +48% on non-executive roles (i.e. non-Group Material Risk Takers).

As a recognition of the effectiveness of its People Strategy, UniCredit has been officially certified as a Top Employer in Europe in 2026 for the tenth year running for its employee offering in terms of Work Environment, Talent Acquisition, Learning, Well-being and Diversity & Inclusion, and more.

While financial success is just one piece of the puzzle, it is this which will enable us to fulfil our other, more fundamental roles as the engines of social progress. It will let us support the communities we serve, offering assistance both financial and otherwise, as we have done recently with several Initiatives, and further empower our Foundation to do more philanthropic work. The longer the sustained success and financial performance is, the greater the social impact the bank can achieve.

› Compensation disclosure

The Remuneration Report (Section II) provides the description of UniCredit's compensation practices and the implementation outcomes of Group Incentive Systems, as well as remuneration data with a focus on non-executive Directors and Group Material Risk Takers, defined in line with regulatory requirements.

Full disclosure on compensation pay-out amounts, deferrals and the ratio between variable and fixed components of remuneration for Group Material Risk Takers is provided in the Remuneration Report (paragraph 4.2, Granular Remuneration Data), including data regarding Directors and other Executives with Strategic Responsibilities.

Data pursuant sect. 84-quater Consob Issuers Regulation Nr. 11971, Compensation Report-Section II (last modified under resolution no. 21623 of December 10, 2020), as well as the information on incentive systems under 114-bis of legislative decree 58/1998 ("Testo Unico della Finanza" - "TUF") are included in the attachments to the 2026 Group Remuneration Policy and Report, published on UniCredit's website, in the section dedicated to the 2026 Shareholders' Meeting.

Details

Section II - Paragraph 4.2

¹⁵ Non demographic Gender Pay Gap.

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10. 2025 ex-post disclosure of CEO performance and compensation data

As disclosed in the 2025 Remuneration Policy, the compensation package of the CEO for 2025 provides for a base salary of € 4.15 mn, € 1.7 mn other fixed and a target variable remuneration of € 8.3 mn at target performance achievement, with headroom to reward overperformance up to a maximum variable remuneration of € 11.8 mn.

The assessment of the performance achievements vs. KPIs and targets, as reported in the 2025 CEO scorecard disclosed in 2025 Remuneration Policy, shows results exceeding the 2025 targets, more specifically:

the financial KPIs section (80% weighting of the scorecard) was assessed with an overall score of 132 pts, capped at 120 pts;
o the non-financial goals section (20% weighting of the scorecard) was assessed with a score of 120 pts;

bringing the overall CEO performance scorecard to 130 pts, capped at 120 pts.

2025 CEO scorecard: Results and bonus payout

NOTE. Regarding the qualitative assessment of the goal "Strategic priorities & Culture", a detailed reporting of tangible achievements and quantitative results is provided in Section II of this Remuneration Report. A. Linear continuum B. Formulaic weighted average C. Stated net profit adjusted for impacts from DTAs tax loss carry forward resulting from sustainability test

^16 Such amount includes benefits, pension fund contribution, TFR accruals and social security mandatory under national law.

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In light of the excellent performance achievement across all metrics, the Board of Directors has determined the 2025 bonus of the Chief Executive Officer at the maximum amount as foreseen by the 2025 incentive payout curve i.e € 11.8 mn to be paid in deferrals over 7-years and subject to additional long-term performance conditions, malus and clawback as per regulatory requirements.

The nominal amount of bonus, paid 100% in shares, is converted in 161,985 total number of shares17 by using a share conversion price of € 72.588, set in line with 2025 approved Group Incentive System rules18 .

More specifically:

− 40% of the award (€ 4.7 mn) will vest upfront and will be paid out all in shares in 2027 after the mandatory 1-year holding period required by regulation;
− 60% of the award (€ 7.1 mn) will be subject to additional long-term performance conditions over the period 2026-2028 (specifically RoTE with CET1@13%, with a 80% weighting, and Sustainability KPIs on ESG business penetration, DE&I priorities and Net Zero, with a 20% weighting). Once re-assessed at the end of 2028, the final award will vest starting from 2029 and will be paid out - all in shares – with three deferred installments over the period 2030-2032, after the 1-year mandatory holding period required by regulation.

Share conversion price calculated as the average of the market share price in the month prior to the approval of full-year 2025 results.

Details

mandatory holding for shares)

For further details on 2026-2028 additional long-term performance conditions, refer to 2025 Group Remuneration Policy and Report, Section I, paragraph 5.1.4 Individual Allocation

¹⁸ Share conversion price calculated as the average of the market share price in the month prior to the approval of full-year 2025 results.

¹⁷ Total number of shares net of amount allocated to Welfare.

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The total actual remuneration paid in 2025 amounts to € 11.5 mn including the fixed remuneration and the equity fair value as per Consob table representation requirements.

The CEO compensation package and its evolution over time is strongly correlated to the Company's performance, as explained by the following graphs.

The net profit growth over the period 2021- 2025 is >5x on maximum targets and >4x on results.

The relative positioning of UniCredit versus our European Peer Group, in terms of TSR and RoTE evolution, is largely first in the ranking with a wide margin over the second.

The pay for performance positioning of UniCredit is confirmed as positive outlier, even assessing CEO pay trend on non-comparable basis (i.e. 2021-2025 pay trend considered only for UniCredit vs. 2021-2024 trend reported for other Banks as 2025 comp data is not yet disclosed; total pay trend expressed in nominal terms, thus not considering the different "fair-value" depending on share price effects and percentage of variable remuneration paid in shares).

^* Delta % of 2021 Total Compensation vs 2024 total compensation as provided by RemCo's external independent advisor. For UniCredit is made reference to actual 2025 total compensation.

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In line with Group governance, the performance assessment and bonus payment for the Executives with Strategic Responsibilities have been reviewed by the Remuneration Committee and approved by the Board of Directors, having consulted the Audit Committee where appropriate.

The aggregate disclosure of the overall GMRT population remuneration is represented in EU REM1- Remuneration awarded for the financial year.

The relative pay positioning vs Peers highlights room for improvement going forward.

Source: Top Executives total pay, in aggregate view, as per public disclosure in 2024 Remuneration report (e.g. REM1 t- Pillar 3 table, Actual Awarded Total Comp, where available) and 2024 annual report. For UniCredit reference is made to 2025 compensation outcomes.

Details Section II - Paragraph 3.2

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11. 2026 ex-ante disclosure of CEO target performance scorecard and compensation

UniCredit's remuneration framework remains firmly aligned with our ambitious business strategy and grounded in the principles of meritocracy and sustainable pay for sustainable performance. Over the years, it has proven effective in attracting, motivating, and retaining top talent, while supporting our transformation journey and ensuring full alignment between management and shareholders for long-term value creation.

In fact, our approach aims at incentivizing employees to deliver outstanding results within the Group's risk appetite. Furthermore, for the CEO and the Group Executive Committee, variable compensation continues to be exclusively in shares, with extended deferral periods up to 7 years and rigorous pay for performance alignment through short-term and long-term risk-adjusted KPIs and hurdles, an approach ensured by our Sustainable Performance Plan, confirmed also in 2026, that remains unique among European peers.

With specific reference to the CEO, following the review carried out last year, the levels, quantum and structure of remuneration remain confirmed also for 2026. For completeness, no salary increase is proposed for the CEO for 2026.

The relative positioning vs European peer group in terms of Total Max remuneration is within the third quartile.

A. TFR 6.9% on salary (excl. directorship's comp); INPS 23.9% on salary (c.16% on

NOTE. Pay benchmarking based on 2025 max remuneration for Peers,

The 2026 incentive system for the CEO is confirmed as a Sustainable Performance Plan, with a combination of annual goals and additional long-term performance conditions to ensure sustainable value creation over time. According to the principles of the Sustainable Performance Plan, 60% of the incentive will also depend on the achievement of further long-term goals to be assessed over a 3-year horizon (i.e. 2027-2029) following the short-term incentive assessment period.

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Payout view i.e. shares shown after the 1-year mandatory holding period post-vesting

The 2026 CEO scorecard is confirmed around the key pillars of UniCredit strategy, both for financial KPIs (Net Revenues, Costs, Cost/income, Organic capital generation, Net Profit - together with an 80% weighting) and nonfinancial goals (company culture, risk & compliance mindfulness, Industrial transformation and business development – with a 20% weighting).

The KPIs of the scorecard are confirmed, together with the pay levels and the payout curve featured by a higher gradient to reward out-performance, with a steeper downward curve closer to threshold.

2026 CEO Scorecard

* Linear continuum A. Stated net profit adjusted for impacts from DTAs tax loss carry forward resulting from sustainability test B. The Board of Directors, informed by the opinion of the Remuneration Committee, may also make adjustments to the formulaic outcome of the system to reflect one-off exceptional events (e.g. M&A corporate transactions, geopolitical events, material risk events), potential changes in the laws or regulatory / tax framework, to more closely align the outcome to the Board's view on overall financial performance based on all relevant metrics (taking a holistic review considering also relative performance vs competitors, unexpected evolution of the macro environment) and/or the wider stakeholder experience (e.g. shareholder experience measured through Total Shareholder Return, customer experience measured by Net Promoter Score and/or other relevant metrics), thereby ensuring a balanced, fair and sound performance review.

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Furthermore, all the 2026 targets have been set at a materially higher level vis-à-vis 2025 targets, at an unchanged remuneration and pay curve. For example:

+€1.2 bn year/year on net profit target at 100 pts (from € 9 bn to € 10.2 bn) to achieve on-target bonus for this element (i.e. 70% of max bonus and 70% of actual 2025 bonus);
+€1.2 bn year/year on net profit max target at 120 pts (from €9.9 bn to €11.1 bn) to achieve maximum bonus for this element (i.e. the same bonus of 2025, with +€500 mn of net profit to be delivered vs. 2025 results, above 2026 consensus and ambition).
To uphold the principle of sustainable results, we have set threshold targets at a level equivalent to RoTE of more than 16%, still higher than most of our peers.

The 2026 scorecard is coupled with additional long-term conditions covering a three-year period after the performance year (i.e. 2027-2029), with targets updated considering both the long-term nature of the KPI (even beyond MYP horizon) and relative positioning vs peers. The mid-target range has been increased from 10-13% to 11- 14% to align more closely with the Bank's pay for performance philosophy. The max target has been updated accordingly to 14-16%.

The degree of achievement of the long-term goals – once the access threshold is achieved, otherwise the incentive would be fully cancelled – will determine the confirmation or the adjustment of the incentive from -100% to +20%, in any case within the regulatory limit of the ratio between variable and fixed compensation, with the possibility of reducing the incentive to zero if Malus conditions occur.

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The long-term scorecard, which is the same for all executives for whom long-term conditions are foreseen, is shown below:

A. KPIs / Targets – referred to Group perimeter B. RoTE calculated as per current methodology. C. Adjustment of the Short-Term award D. Linear continuum E. Based on current ESG strategy: Percentage of ESG lending new production (including Environmental, Social and Sustainability linked lending) on overall medium/long term lending new production: group 2025-27 target set at 15% (yearly % to be achieved); percentage of Sustainable bonds (for corporates and financial institutions, excluding Sovereign, Supranational and Agency Long Term Credit) on all bonds (For corporates and financial institutions, excluding Sovereign, Supranational and Agency Long Term Credit): group 2025-27 target set at 15% (yearly % to be achieved); percentage of ESG assets under management stock (subject to current regulations on ESG Investment Products) on Total of assets under management stock: group 2025-27 target set at 50% (yearly % to be achieved) F. The Board of Directors, informed by the opinion of the Remuneration Committee, may also make adjustments to the formulaic outcome of the system to reflect one-off exceptional events (e.g. M&A corporate transactions, geopolitical events, material risk events), potential changes in the laws or regulatory / tax framework, to more closely align the outcome to the Board's view on overall financial performance based on all relevant metrics (taking a holistic review considering also relative performance vs competitors, unexpected evolution of the macro environment) and/or the wider stakeholder experience (e.g. shareholder experience measured through Total Shareholder Return, customer experience measured by Net Promoter Score and/or other relevant metrics), thereby ensuring a balanced, fair and sound performance review.

Details

Section I - Paragraphs 5.1 and 5.2

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Section I 2026 Group Remuneration Policy

1. Overview and principles

1.1 Remuneration Policy alignment to sustainability strategy
1.2 Employees working conditions, an integral part of the remuneration policy
1.3 Shareholders vote and main changes introduced with the 2026 Group Remuneration Policy

2. Governance

2.1 Corporate Bodies and Committees
2.2 Definition of the Group Remuneration Policy
2.3 Role of the Corporate Control Functions
2.4 Material Risk Takers identification Process
2.5 Compensation to members of the corporate bodies charged with strategic supervision and control functions and Executives with Strategic Responsibilities

3. Compliance and Sustainability Drivers

4. Compensation Framework

4.1 Continuous Monitoring of Market Trends and Practices
4.2 Fixed compensation
4.3 Variable compensation
4.4 Non-standard compensation
4.5 Benefits
4.6 Severance
4.7 Ratio between variable and fixed Compensation
4.8 Share ownership guidelines

5. Group Compensation

Systems

5.1 2026 Group Incentive System
5.2 Performance Management framework

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1. Overview and principles

The set of values of UniCredit is based on integrity, ownership and caring as sustainable conditions to transform profit into value for stakeholders. A simple guiding purpose to empower communities to progress ensures we live these values every day.

By upholding the standards of sustainable behaviors and values which drive the Group's purpose, the compensation strategy represents a key enabler to enhance and protect its reputation and to create long-term value for all Group stakeholders. Specifically, the remuneration policy contributes to the business strategy, long-term interests and sustainability of UniCredit.

Now more than ever, sustainability forms a central part of everything UniCredit does and is fully integrated into the business and decision-making process: leading by example in UniCredit's business, helping clients through a just and sustainable transition, contributing to a better society. It is a key lever for the future business strategies and a critical component of the bank's success.

Through appropriate compensation mechanisms, UniCredit aims to create a best-in-class inclusive work environment, fostering and unlocking individual potential to attract, retain and motivate a highly qualified global workforce capable of creating a competitive advantage for the Group. Individuals are rewarded based on merit and performance in terms of sustainable results, behaviors and adherence to Group values.

UniCredit believes in inclusion as a strategic business driver and is committed to creating an inclusive, positive, and barrier-free environment for its diverse workforce, where everyone has the opportunity to perform and grow. Employees are expected to contribute to creating and maintaining a work environment that is respectful, safe and inclusive, and where any difference, whether it is gender identity, age, race, ethnicity, sexual orientation, ability, background, religious or ethical values system and political beliefs or any other category protected by law in the local jurisdiction, is embraced and promoted.

Relying on the governance model of UniCredit, the Group Remuneration Policy sets the framework for a coherent and consistent design, implementation and monitoring of compensation practices across the entire Group.

Within this common policy framework, guidelines are defined to implement compensation programs and plans that reinforce sound risk management policies and the long-term strategy and generally pursue long-term value creation and sustainability of the company. In doing so, the Group effectively meets the specific and evolving needs of the different businesses, market contexts and employee populations while ensuring that business and people strategies are always appropriately aligned with the remuneration approach, including external networks and agents, where applicable, as foreseen by regulation.

To ensure the competitiveness and effectiveness of remuneration as well as transparency and internal equity, the principles of sustainable conduct and performance define the key pillars of the Group Remuneration Policy.

The principles of the Group Remuneration Policy are valid across the entire organization and shall be reflected in the remuneration practices applying to employee categories across businesses, including, among others, members of the corporate bodies charged with strategic supervision and control functions, external collaborators and staff belonging to external distribution networks, considering their remuneration specifics.

Unless expressly specified otherwise, the information contained in this section refers to the approval date of the document.

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Clear and transparent governance, through efficient corporate and organizational governance structures, as well as clear and rigorous governance rules Continuous monitoring of market trends and practices and awareness of international practices, aimed at sound formulation of competitive compensation as well as at transparency and internal equity. Compliance with regulatory requirements and principles of good business conduct, by protecting and enhancing our company reputation, as well as avoiding or managing conflicts of interest between roles within the Group or vis-à-vis customers. Meritocracy and Sustainable pay for sustainable performance, by maintaining consistency between remuneration and performance, and between rewards and long-term stakeholder value creation, as well as enhancing both the actual results achieved and the means by which they are achieved. Motivation, retention and fair treatment of all employees, with particular focus on talents and missioncritical resources. Key Pillars

1.1 Remuneration Policy alignment to sustainability strategy

At UniCredit value creation means more than just generating financial value. It also means ensuring sustainability is at the heart of all that the Group does. We believe it is our responsibility to lead by example, which is why ESG (Environmental, Social and Governance) is at the core of our strategic framework. Our purpose is to empower our communities to progress, guided by three principles:

Holding ourselves to the highest possible standards to do the right thing by our clients and our communities;
Being fully committed to playing our part in supporting our clients in a just and fair transition;
Respecting and balancing the perspectives and priorities of all our stakeholders throughout our business and decision-making.

Over the years, UniCredit has focused on driving value for clients in the transition, backing our communities and people, and evidencing accountability and transparency along with a robust ESG framework.

Specifically, it has strengthened its ESG offering, built an ecosystem of dedicated partners, and developed a distinctive social approach that includes social finance, direct support to communities and initiatives for employees.

It has also made concrete commitments to the sustainable transition by defining its Net Zero targets and joining international initiatives such as the PRB and the Finance for Biodiversity Pledge.

It has adopted a robust risk-management framework and ESG reporting in line with sector standards. Finally, UniCredit promotes ESG culture both internally and externally through dedicated initiatives, such as the ESG Day.

The entire strategy is built on integrated foundations that connect principles, strategic levers and objectives, ensuring consistency and maximizing the impact of ESG initiatives.

Our ESG priorities, detailed within the specific ESG Focus in this policy and underscored by our zero emissions targets, exemplify our commitment to leading by example and supporting our clients in achieving a fair and just transition. Please also refer to the disclosure available on the corporate website for further details on the Sustainability Strategy in UniCredit.

The Remuneration Policy contributes to the UniCredit strategy, the pursuit of long-term interests and sustainability over time. UniCredit has a remuneration structure in place that is based on risk-adjusted/related performance and does not encourage excessive risk-taking, including with respect to sustainability risks.

Further, one of the pillars of the Group Remuneration Policy addresses sustainable pay for sustainable performance, by maintaining consistency between remuneration and performance, and between rewards and long-term stakeholder value creation, as well as enhancing both the actual results achieved and how they are achieved.

Several processes and initiatives support the link between the Remuneration Policy and sustainability.

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The Group Incentive System is supported by the annual performance management process assuring coherence, consistency, and clarity of performance objectives and behavioral expectations aligned with business strategy. The setting of annual objectives (known as Goal Setting) is the initial phase of this process and is supported by a structured framework that includes a catalogue of performance indicators (the "KPI Bluebook"), annually reviewed by relevant Group key functions (e.g. People & Culture, Finance, Risk Management, Group Strategy & ESG), and guidelines. The framework is in line with regulatory provisions and Group standards as verified by Compliance. In particular, among other things, this is characterized by:

the use of risk-adjusted/related goals (e.g. at least one KPI in the goal scorecards);
the link with ESG and Diversity, Equity & Inclusion ("DE&I") strategies (e.g. at least one ESG KPI for all Group Material Risk Takers with a particular focus on DE&I KPIs for staff reporting to Group Executive Committee and their direct reporting line);
the use of sustainability goals for value creation over time (e.g. about half of the goals shall be related to sustainability). For selected individuals (see chapter 5.1.4) ESG goals are included as additional long term conditions;
the use of goals related to business, corporate values, conduct and compliance/risk culture, with a focus on:
− adherence to and spreading of Group culture, values and purpose;
− setting the proper tone from the Top and tone from the Middle on Compliance culture and Risk mindfulness.

Details

For further details, please refer to the paragraphs 5.1 2026 Group Incentive System and 5.2 Performance Management Framework.

FOCUS

Diversity, Equity and Inclusion (DE&I)

At UniCredit, we are committed to building a Culture that puts our Values of Integrity, Ownership and Caring at the heart of our decision-making and in everything we do for all our stakeholders. Our Culture and these Values embody what we stand for, determine how we act, and shape the decisions that we make every day, guiding all our actions and behaviours. This shared Culture is a strategic asset and a key enabler of long-term value creation, influencing how we lead, recognize performance, and reward responsible conduct.

Our primary focus is to unlock the full potential of our people fostering a positive and inclusive work environment. A strong Culture enables us to align our people, processes and rewards to common goals, ensuring consistency and accountability across the organization. This approach ensures sustainable growth, new business opportunities, and a cohesive work environment focused on productivity, personal and professional well-being, and the continuous engagement of our people.

Diversity, Equity & Inclusion (DE&I) principles are a business imperative. Our DE&I strategy goes beyond gender, encompassing broader diversity strands, and is fully integrated into our ESG framework and business agenda across all the countries where we operate. To further promote a culture of inclusion based on equal opportunities and nondiscrimination, UniCredit has a dedicated DE&I Global Policy in place that sets clear guidelines and principles for employees as well as third parties. The Policy applies to every key moment of the employee journey, from recruiting and onboarding, to learning and development, performance management and compensation, ensuring bias-free, merit and competency-based decisions as well as pay equity, regardless of diversity traits.

Our Code of Conduct highlights the principles of inclusion encompassing the criteria of objectivity, competence, professionalism, and equal opportunities both in people-related processes laying down the procedures by which any instances of discrimination, mobbing or bullying are dealt with, and in external relations with counterparties. It clarifies expected behaviors, reinforcing a Culture where ethical conduct, respect and accountability are integral components of performance.

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Within the framework provided by the Group Remuneration Policy, UniCredit is committed to an equal pay principle, ensuring fair treatment in terms of remuneration based on the role covered, the scope of responsibilities, performance outcomes and the overall quality of the contribution to business results, regardless of gender identity, age, race, ethnicity, sexual orientation, ability, and cultural background. UniCredit adopts gender-neutral Remuneration and Incentive policies that contribute to pursuing true pay equity among staff. They ensure that equal work is matched by equal pay, giving people the same access to opportunities, regardless of their diversity strands. This approach strengthens a Culture where meritocracy, fairness and transparency are embedded in all reward decisions.

By signing the CEO Champion Commitment "Towards the Zero Gender Gap", the Group is affirming its corporate commitment with concrete objectives and a framework to move towards greater gender equality, diversity and inclusion in our Bank.

We are actively building a diverse organization, reflecting our belief in the transformative power of diversity. UniCredit is committed to promote gender parity across all organizational levels, ensuring balanced gender distribution in talent pools, hiring and recruiting, appointments and promotions, with a wider ethnic representation as well as guaranteeing a diverse and sustainable Succession Pipeline. This commitment reinforces a Culture in which diverse perspectives and experiences are valued as drivers of innovation and sustainable performance.

>>> Further testifying to our extensive collective efforts to fostering a more diverse and sustainable workplace, UniCredit is the first pan-European bank to win a Global EDGE Certification for gender equity and inclusion, involving more than 80% of our population in the countries where the bank is present.

The Group has long underscored the importance of gender pay equity and several initiatives have been implemented across the Group to address pay differences, including guidelines for our compensation process, allocation of salary budgets as well as specific ambitions related to DE&I (i.e. promote gender parity across all organizational levels, in talent pools, hiring and recruiting, ensure equal pay for equal work, increase cultural and ethnic diversity in our staff) assigned to senior leaders within the annual goal setting process.

To additionally raise the attention to gender equality, diversity and inclusion within the organization at all levels and to pursue gender neutrality in remuneration policies, the following measures have been adopted:

Management is accountable for the gender-neutral application of the remuneration systems. The Material Risk Takers individual scorecards include specific DE&I KPIs – as standalone goal or as part of a broader Sustainability goal, among non-financial measures – as one of the elements for their performance evaluation. This has also been cascaded to other Senior roles, to generate sustainable results, including DE&I priorities, such as: ensure equal pay for equal work, promote gender parity across all organisational levels, leverage on our diverse workforce to create long term value and reflect client needs, boost work life integration and well-being for our staff. This reinforces a Culture of accountability, ensuring leaders act as role models in inclusive and values-aligned behaviours;
the Gender Pay Gap19 (GPG) on comparable roles remains at around 1%, confirming our continued commitment to an inclusive culture grounded in equal treatment and to the continued monitoring of practices supporting equal pay.
A solid Group Culture and DE&I Governance is in place, leveraging on different Networks across the Group to create synergies, share best practice and promote cross fertilisation in our business;
Specific DE&I Guidelines are available to all colleagues, on inclusive language, inclusive recruitment, gender transition, including a leaflet with concrete suggestions on how to tackle unconscious bias in the workplace to continue to foster and build a culture of inclusion and respect;
A Group-wide microaggressions learning path is available in all Group languages, including interactive roleplays, practical infographics, and a clear focus on actionable change;
A dedicated Group holistic well-being framework addresses mental, physical, social, career, and financial well-being. It aims to break stigma, raise awareness, foster open conversations, and provide employees with meaningful support in the moments that matter the most;

¹⁹ Non demographic Gender Pay Gap.

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• UniCredit is accountable for DE&I progress versus stated priorities, through a monitoring process that tracks relevant DE&I metrics and KPIs. UniCredit also makes available, both internally and externally, relevant data, commitments and initiatives, in the consolidated non-financial statement.

FOCUS

ESG – Environmental, Social & Governance

In line with our ambition to be the bank for Europe's future, Environmental, Social and Governance (ESG) considerations are a core part of our culture and mindset.

Sustainability is a key lever for our future business strategies and a critical component of our success. Indeed, we have set ESG targets as part of our strategy, as the Group continues to make progress on its Net Zero commitments and embed ESG in all areas of the business while strengthening corporate culture under the common purpose of empowering our communities to progress.

Our Remuneration Policy has, therefore, been developed to support UniCredit's sustainability strategy. A core set of our ESG targets, subject evolving corporate strategy and regulation, are embedded in the CEO performance scorecard to foster the alignment of management with the Group's current and future ESG and DE&I priorities.

The current strategy foresees:

ESG business penetration: support our clients in their sustainability journey offering ESG related products and services to ensure a fair share of ESG business over total (lending new production, sustainable bonds, stock of AuM20), starting from Group's ESG targets21 and successive updates as per ESG strategy;
DE&I priorities: progress towards gender parity at all levels, within an intersectional inclusion framework, in line with best market practices; ensure equal pay for equal work, maintaining the achieved immaterial level (around 1%) in non-demographic Gender Pay Gap; expand DE&I efforts and foster corporate Culture and Well-being through dedicated initiatives;
"Net Zero" commitments: progress vs. Net Zero 2030 targets disclosed to the market, related to Oil & Gas, Power Generation and Commercial Real Estate on which yearly Tier 1 RAF targets are defined and monitored.

These ESG commitments, also subject to the evolution of ESG regulation, have been included in the "Sustainability" section of the CEO and Top Management scorecards, as long-term additional performance conditions, consistently with their outlook.

The entire section on "Sustainability" will have a weight of 20% in the CEO and Top Management long-term scorecard within the 2026 Group Incentive System rules.

To align the Group's management structure and reinforce managerial commitment to our ESG strategy, such objectives will be cascaded to the CEO's reporting line and below, coherently with the respective areas of responsibility.

²⁰ Subject to current regulations on ESG Investment Products.

²¹ Defined according to ESG strategy. Current ESG strategy foresees: Percentage of ESG lending new production (including Environmental, Social and Sustainability linked lending) on overall medium/long term lending new production: group 2025-27 target set at 15% (yearly % to be achieved); percentage of Sustainable bonds (for corporates and financial institutions, excluding Sovereign, Supranational and Agency Long Term Credit) on all bonds (For corporates and financial institutions, excluding Sovereign, Supranational and Agency Long Term Credit): group 2025-27 target set at 15% (yearly % to be achieved); percentage of ESG assets under management stock (subject to current regulations on ESG Investment Products) on Total of assets under management stock: group 2025-27 target set at 50% (yearly % to be achieved).

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1.2 Employee working conditions, an integral part of the remuneration policy

Our people are our greatest asset, and we are committed to building a workplace of equal opportunities and a positive, safe, and collaborative environment, where everyone is empowered to succeed whilst nurturing each individual's wellbeing. Our Group well-being approach developed embracing physical, mental, social, financial and career well-being, further strengthens and enriches our DE&I commitment and ambitions, providing support to all employees in the moments that matter most and honouring all our diversities throughout the entire employee lifecycle. This is fully aligned with our Culture commitment, which promotes Integrity, Ownership and Caring as core drivers of a respectful, supportive, and high-performing workplace. In addition, our enhanced well-being framework reaffirms our promise to be the engine of social progress also for our people, reigniting human connections and a caring mindset.

Social dialogue creates a balance between workers' needs and business needs through continuous cooperation and mutual listening. In every country where our Bank is present, we tailor our welfare offerings to meet local needs. We care for the well-being of our people, their families, and communities, with a commitment to addressing their specific and concrete needs. This includes a continuous focus on improving our workplace conditions, facilitating personal growth, and promoting well-being. Additionally, we continue to endorse and adopt remote and flexible working solutions wherever feasible and adapted to different populations.

To complement local regulatory provisions, UniCredit offers a wide range of tools for an increasingly caring and inclusive work environment; several tailor-made initiatives to meet critical well-being and family needs are in place in most countries across the Group:

Solutions such as flexible work hours and remote working, offering paid leave respecting cultural changes and giving equal treatment to all family models, including childcare and caregiving. Permissions are given for important life events, such as the birth of a relative, celebrating a marriage, buying a house, and pursuing an educational opportunity. Additionally, a Group-wide minimum standard for parental leave across all our markets is set, ensuring that mothers are offered at least 16 weeks of paid leave and fathers are provided with at least 4 weeks on a voluntary basis.
Vast selection of well-being initiatives, on topics ranging from nutrition, fitness, and relationship-building to cognitive-emotional issues such as resilience and personal awareness, in addition to our health benefits and psychological support services
Specific attention is dedicated to disability management to address requirements of colleagues who live with disabilities, promoting their independence, harnessing their skills, and designing ways to foster integration and inclusion.
Diversified actions to enhance work-life quality and a greater productivity, including: extension of homeschooling/work IT infrastructure and furniture partnerships; mobility solutions; online resources on sport, entertainment for elderly members of the family, children with disabilities, etc.;

Through our well-being framework, we strive to be an employer of choice with a widespread culture of inclusion and non-discrimination, and actively contribute to attracting, engaging and retaining talented people, by promoting crosscountry initiatives to ensure equal treatment for all employees.

The Welfare offer is an integral part of total reward for UniCredit colleagues and an important pillar of the People & Culture Strategy.

>>> As a recognition of the effectiveness of its People Strategy, UniCredit has been officially certified as a Top Employer in Europe in 2026 for the 10th year running for its employee offering in terms of Work Environment, Talent Acquisition, Learning, Well-being and Diversity & Inclusion and more.

For further details, please refer to the disclosure available on the institutional website for company well-being information in addition to learning and development plans and initiatives promoting diversity, equity & inclusion.

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Employees' working conditions

The compensation decisions for GMRTs are not in a vacuum. This is alongside the steps we are taking to create a safe, inclusive, and fair workplace amid global macroeconomic uncertainty.

Our primary focus is to unlock the full potential of our people fostering a positive and inclusive work environment.

We have launched several initiatives to support employees:

c. €50 million has been spent in 2025 to review salaries of the wider population, plus recurring collective contract renewals, leading to c. 4% increase year-on-year. For 2026 we expect a further average growth of fixed payments of c. 3%, and of c. 2% in the Italian region;
the Gender Pay Gap22 (GPG) on comparable roles remains at around 1%, confirming our continued commitment to an inclusive culture grounded in equal treatment and to the continued monitoring of practices supporting equal pay.
to reward adequately our people's performance: more than €300 million of variable remuneration increase since 2020, of which c. 75% allocated to the non-executive population. From 2021 the average bonus percapita increased by +48% on non-executive roles (i.e. non-Group Material Risk Takers).

While financial success is just one piece of the puzzle, it is this which will enable us to fulfil our other, more fundamental role as the engine of social progress. It will let us support the communities we serve, offering assistance both financial and otherwise, as we have done recently with several Initiatives, and empower our Foundation to do more philanthropic work. The longer the sustained success and subsequent financial performance is, the greater the social impact the bank can achieve.

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Welfare in Italy

The Welfare Reconnect offering continues to grow to meet people's real needs and actively promotes health, wellbeing, caring, and inclusion.

Our Welfare offer addresses three key needs of our people: increase purchasing power, work-life balance, foster education, while raising awareness on invisible disabilities and welfare culture.

Throughout 2025, in addition to increasing investment in our people with the highest-ever productivity bonus (VAP), a new range of subsidized financial products has been introduced, along with new health services, and others dedicated to the physical and emotional well-being of colleagues and their loved ones.

To strengthen health prevention, we offered a free check-up campaign and launched an innovative digital primary care service, providing quick access to primary medical care remotely.

The framework of services for parents has been enriched with "UniCredit for Mums", a package of practical services and support to promote personal well-being and facilitate mothers' return to work after maternity leave; UniCredit Campus, which supports families during school closures by making company spaces available for educational activities for colleagues' children aged 4 to 12; and the latest initiative, OrientiAMOci, a program exploring educational and professional opportunities that guides colleagues and their children in post-diploma or middle school choices, discovering young people's talents and supporting important decisions.

In terms of personal caring, there is a wide range of initiatives: "Spazio per te", a counseling and psychological support service to help colleagues navigate challenging moments, alongside tools that promote healthy lifestyles, primarily nutrition and physical activity, such as corporate gyms, online classes, and discounts of up to 60% at thousands of gyms nationwide, as well as nutritional consultations, with the final aim to support employees' wellbeing.

The Welfare offering remains strongly focused on inclusion, continuing efforts to raise awareness of some of the most common invisible disabilities, conditions that are not immediately apparent but have a significant impact on the

²² Non demographic Gender Pay Gap.

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personal and professional lives of many people. Through the program "Making the Invisible Visible", the Bank fosters an inclusive work environment that not only supports individual talents and improves quality of life, but also values invisible talents and empathy, generating a positive impact on clients and communities.

All these initiatives led to an outstanding result at the beginning of 2025: approximately 92% of colleagues chose to receive their productivity bonus (or part of it) through the Welfare Account flexible benefits plan. This tangible expression of caring enhances engagement by providing access to services and social initiatives that support UniCredit people and their families in key areas such as education, family care and assistance, health, leisure, retirement, and more.

The main tools for promoting and enhancing our Welfare offer continue to be information and guidance campaigns for colleagues through dissemination meetings in the territories and the Welfare website, visited by over 30,000 colleagues per month. Webinars explaining the benefits of welfare choices, and the Welfare Committee, where the company and trade unions collaborate to design initiatives together are crucial tools to ensure that Welfare continues to grow with innovative content aligned to colleagues' real needs, through listening and active participation.

Furthermore, the project to expand training and professional development for employees continues, focusing investments on "future skills," particularly in Digital, Welfare, and ESG areas. Following a dedicated union agreement, we have joined the Fondo Nuove Competenze per le Innovazioni, promoted by the Ministry of Labour and Social Policies.

As a result, more than 800 colleagues will benefit from new dedicated learning paths for a total of 150 hours of training, designed by UniCredit University in partnership with leading experts, to ensure sustainable growth for the Bank and its people. Within this framework, more than 100 colleagues will participate in the Welfare track and will be trained to promote corporate welfare offer locally, collecting colleagues' needs, and represent the new role of Welfare Advisor.

Finally, the Productivity Bonus (VAP), that for 2025 also includes special contribution to support the health insurance plan and dental coverage – reaches a maximized value of up to € 2,770 for colleagues who join the Welfare Account, (+11% compared to last year). The VAP for the 2025 financial year is confirmed as the highest in the sector and can be used for the many services and initiatives available in the Welfare Account for colleagues and their families.

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1.3 Shareholders vote and main changes introduced with the 2026 Group Remuneration Policy

UniCredit is committed to maintaining the best remuneration practices, pursuing a philosophy of transparency, clear communication and active listening to shareholders' feedback, addressing any residual concerns and designing best-in-class remuneration practices inspired by pay for performance and fully aligned with stakeholders' interests as well as with best international market practice.

UniCredit has a long-standing engagement process with institutional investors and proxy advisors which aims to share and constructively exchange views on Policy changes. We have established clear communication aimed at explaining and discussing the changes to the Group Remuneration Policy. Over the years, this dialogue has enabled us to receive valuable feedback on the compensation approach as well as allowing us to verify the alignment with international best practices and investors' expectations.

The vote on the remuneration items during the shareholders' Annual General Meeting (AGM) held on March 27, 2025 was positive on the 2025 Group Remuneration Policy and Report (c.67% votes FOR on section I and c.66% on section II) and 2025 Group Incentive System (c.74% votes FOR).

During this remuneration season, all major investors reaffirmed their support despite the recommendations issued by proxy advisors.

To further demonstrate the importance placed on feedback from both investors and proxy advisors, the RemCo launched an early engagement initiative with the latter immediately following the Shareholders' Meeting and before our financial year-end. This proactive approach was used to listen carefully, understand the concerns raised during the last AGM, and address them effectively particularly regarding the framework of discretion granted to the Board.

On this point we are taking specific and concrete actions in our 2026 remuneration policy, which underscores UniCredit's commitment to listen and respond with action. More specifically:

while preserving the concept of Board discretion in line with broader market practices to respond to evolving market conditions and regulatory requirements, we are more precisely defining the scenarios in which the Board's discretion can be exercised and removing the upside lever to +20% for the Board's discretion in bonus pool and scorecards' outcomes, which was seen as an automatic uplift despite it was never used in the past. This refinement ensures greater clarity, transparency, and consistency in decision-making.
moreover, we are removing the automatic offset mechanism between financial KPIs, where overperformance of some KPIs could offset underperformance of others provided they reached threshold level. Also in this case, despite the immaterial use in the past, we are removing this feature to further align with market practice and further reinforce our pay-for-performance philosophy.

In line with the indications of national and international regulators, as well as market practices observed across our peers, the annual review of policy and remuneration systems envisage a few additional updates including in particular:

the update of entry conditions, performance conditions, targets for short-term and long-term scorecard of CEO and Executives with strategic responsibilities, in line with the Strategic Plan;
The exercise of the option to waive the 2:1 cap between variable and fixed remuneration for staff exclusively employed in the Group's investment firms and asset management companies (current and future), introducing a specific limit of up to 5:1, to maintain a competitive positioning, ensuring the ability to attract and retain key talent in both domestic and international markets.

The dialogue with investors will continue with a second wave of meetings in March 2026, involving institutional investors, where we expect to reach c. 35% of the outstanding capital, and will be focused on presenting the highlights of the 2026 Remuneration Policy and Report as approved by UniCredit's Board of Directors. These sessions are intended to provide clarity on the key features of our policies, their underlying rationale, and facilitate an informed assessment ahead of the upcoming Shareholders' Meeting.

Our commitment is to continue to monitor market trends and practices, throughout the year with the support of our advisors, in order to continue to further define our remuneration policies and systems and to provide information that responds as clearly and transparently as possible to the needs of all our stakeholders and, in any case, always in line with national and international regulatory requirements.

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2. Governance

The UniCredit compensation governance model aims at ensuring clarity and reliability of remuneration decision-making processes by controlling Group-wide remuneration practices and ensuring that decisions are made in an independent, informed and timely manner at appropriate levels, avoiding conflicts of interest and guaranteeing appropriate disclosure in full respect of the general principles defined by the regulators.

2.1 Corporate Bodies and Committees

As of 12 April 2024, UniCredit has adopted the one-tier corporate governance system, which is characterized by the existence of a Board of Directors, which is in charge of the strategic supervision and management of the Company, and an Audit Committee – established within the Board – which performs specific control functions, both appointed by the Shareholders' Meeting. In addition to the Audit Committee, further Board committees are established to support the Board, vested with research, advisory and proposal-making powers and specialized, inter alia, in risks, remuneration and transactions with related and associated parties.

UniCredit believes that this model is suitable for managing the business efficiently, while ensuring effective controls and thus for guaranteeing the sound and prudent management of a complex and global banking group such as the UniCredit Group.

2.1.1 Role of the Remuneration Committee

In order to better assess the topics under its remit, also in line with the provisions of the Italian Corporate Governance Code for companies listed in Italy (the "Italian Corporate Governance Code"), the Board of Directors has established the Remuneration Committee, vested with research, advisory and proposal-making powers.

In particular, the Remuneration Committee is entrusted with the role of providing opinions and support to the Board of Directors regarding the Group remuneration strategy. The Remuneration Committee relies on the support of internal corporate functions, in particular Group People & Culture, Group Risk Management and Group Compliance, respectively for the topics under their scope. In particular, the Group Risk Officer (or his/her delegate) is invited to attend Committee meetings, where appropriate, to ensure that incentive schemes are updated so as to take into account all of the risks that the Bank has taken on and relevant risk policies, pursuant to methodologies in compliance with those adopted by the Bank in managing risk for regulatory and internal purposes.

Moreover, the Committee, if the Chair deems it useful or necessary, may avail itself of the support of an external advisor, selected by the Committee itself, to ensure that the incentives included in the remuneration and incentive systems are consistent with the Bank's risk, capital and liquidity management (e.g. regarding the remuneration policy for corporate officers) as well as being constantly updated in light of the market evolution, remuneration dynamics and regulatory developments.

According to the provisions of the Board and Board Committees Regulation, the Remuneration Committee consists of three non-executive Directors.

At the date of approval of this document, all members of the Committee comply with the independence requirements provided under the Italian Legislative Decree no. 58/1998 and the Italian Civil Code, the Decree issued by the Ministry of Economics and Finance no. 169/2020, as well as the Italian Corporate Governance Code (with a quota equal to 100% of its members). The Committee's tasks are coordinated by the Chair, chosen among its independent members, who exercises all necessary powers for the proper functioning of the Committee.

The Committee's members have the necessary knowledge, skills and experience to perform the roles, duties and tasks assigned to them and ensure that any further corporate offices they hold in other companies or entities (including non-Italian ones) are compatible with their availability and commitment to serve as a member of the Committee. Some members have specific knowledge and experience in finance or remuneration policies.

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The Committee appoints – on proposal of the Chair – a Secretary who may or may not be a member of the Committee itself. The Secretary supports the Chair of the Committee in the preparation of the meetings and drafting of the minutes of the discussions and decisions taken by the Committee. Moreover, the Head of Group People & Culture (or his/her delegate) attends the Committee meetings where required to submit proposals to the Committee on remuneration and related matters and, when necessary, based on the topic discussed, the members of senior management team (e.g. the Head of Group Risk Management, the Chief Financial Officer or the Chief Audit Executive) may be invited as well.

The Committee members regarding whom the Committee is called upon to express its opinion on their remuneration as a result of their specific assignments shall not attend meetings at which the proposal for such remuneration is discussed and/or determined.

The Chair of the Remuneration Committee reports to the Board of Directors, at the first available Board meeting, on the activities carried out during the Committee meetings, as well as whenever requested to do so by the Board of Directors or by applicable laws and regulations, with the support of specific documentation, in order to ensure the timeliness, effectiveness and richness of information provided. The Chair also reports to the Board of Directors the opinion(s) that the Committee he chairs is expected to provide pursuant to laws and regulations.

The "standard" topics discussed during the year23 are:

1 st quarter:

Bonus pool distribution for the prior year, including if relevant approval of any capital increase related to past incentive plans;
Performance evaluation, bonus payout and execution of previous years plans for CEO and other Executives with Strategic Responsibilities24;
Annual Group Incentive System, including Long-term component;
Annual Goal Setting for the CEO and other Executives with Strategic Responsibilities;
Compensation review for the CEO and other Executives with Strategic Responsibilities;
Group Remuneration Policy and Report;
Report on prior year Group Material Risk Takers bonus payouts;
Report on prior year severance payments.

2 nd quarter:

• Group Material Risk Takers – assessment methodology and outcomes;

3 rd / 4th quarter:

Gender Neutral Remuneration;
Local Adaptations to Group Remuneration Policy;
Report on prior year Bonus Payout and Group Salary reviews;
Emerging trends in Market Compensation Practices and Peer Group review;
Competitive assessment of compensation package for the CEO and other Executives with Strategic Responsibilities;
Preliminary discussion on Bonus pool distribution;
Share buy-back and/or capital increase to serve incentive plans

²³ Please consider the timeline and topics as indicative as they may vary from year to year. In addition, no extraordinary topics are shown.

²⁴ The Executives with Strategic Responsibilities are those who have the power and responsibility, directly or indirectly, for planning, directing and controlling the activities of the Company, including the directors (executive or otherwise) of the company itself. For further details on the roles of the Executives with Strategic Responsibilities please refer to paragraph 2.5.

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Within the scope of its responsibilities, the Remuneration Committee:

a. submits to the Board proposals on the remuneration of the Board of Directors, and on the remuneration and the performance goals associated with the variable portion of the remuneration for the CEO and, upon proposal from the CEO, of the General Manager and Deputy General Managers (when appointed), Heads of the corporate control functions (excluding the Head of Internal Audit, whose proposals are formulated by the Audit Committee) and/or the Executives with Strategic Responsibilities and other personnel whose remuneration and incentive systems are decided upon by the Board;
b. monitors and oversees the criteria for remunerating the most significant employees, as identified pursuant to the relevant Bank of Italy provisions, as well as the outcomes of the application of such criteria.

Furthermore, the Committee issues opinions to the Board on:

− Group remuneration policy as well as the remuneration and incentive systems for the CEO, General Manager and Deputy General Managers (when appointed), Heads of the corporate control functions, Executives with Strategic Responsibilities and other Group Material Risk Takers as identified according to applicable regulation;
− Group incentive schemes based on financial instruments;
− the remuneration policy for corporate officers (members of the Board of Directors, Board of Statutory Auditors and Supervisory Board) in Group companies.

Additionally, the Committee:

a. supervises the process for identifying Material Risk Takers on an on-going basis;
b. directly oversees the correct application of the rules regarding the remuneration of the Heads of corporate control functions, working closely and liaising with the Audit and Risk Committees, as necessary;
c. works and liaises with the other Board Committees, particularly the Risks Committee, to verify that the incentives included in compensation and incentive schemes are consistent with the Risk Appetite Framework (RAF), ensuring the involvement of the corporate functions responsible for drafting and monitoring remuneration and incentive policies and practices;
d. provides appropriate feedback on its activities to the Board of Directors, the Audit Committee and the Shareholders' Meeting;
e. where necessary drawing on information received from the relevant corporate functions, expresses its opinion on the achievement of the performance targets associated with incentive schemes, and on the other conditions laid down for bonus payments.

2.1.2 Role of the Shareholders' Meeting

The Shareholders' Meeting, besides establishing the remuneration of members of the bodies it has appointed, approves, among others:

the remuneration and incentive policies for the members of the supervisory, management and control bodies as well as for the rest of employees;
the remuneration report disclosing relevant Group compensation-related information and methodologies (advisory vote);
equity-based compensation schemes;
the capital increase and/or share buy-back relating equity-based compensation schemes.
the criteria to determine the compensation to be granted in the event of early termination of employment or early retirement from office including the limits set for said compensation in terms of the number of years of fixed remuneration as well as the maximum amount deriving from their application.

Adequate information shall be provided to the Shareholders' Meeting about the enforcement of the remuneration policies.

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Furthermore, the Shareholders' Meeting can exercise, on the occasion of the remuneration policies' approval, the faculty to determine a ratio of variable to fixed remuneration for employees higher than 1:1 but in any case not exceeding the maximum established by the applicable provisions, being understood that the proposal shall be recognized as validly approved with the appropriate shareholder representation and voting majority. For additional information, please refer to paragraph 4.7 "Ratio between variable and fixed compensation".

2.1.3 Role of the Board of Directors

The Board of Directors has exclusive competency on the following matters:

remunerating UniCredit Directors holding specific roles after having examined the proposal submitted by the Remuneration Committee and consulted the Audit Committee – with a special focus on remuneration of the CEO and approval of Group financial instrument-based incentive schemes;
determining after having examined the proposal submitted by the competent Board Committees the overall remuneration and performance goals associated with the variable portion, for the Heads of corporate control functions, pursuant to criteria and parameters unrelated to Bank performance;
establishing the remuneration of the Manager in charge of drafting the company's financial reports;
approving Group incentive schemes based on financial instruments;
approving the process for identifying material risk takers and related outcomes, on an on-going basis.

Furthermore, the Board of Directors, also on the basis of the details provided by the Remuneration Committee, resolves on:

drawing up remuneration and incentives policies for submission to the Shareholders' Meeting, checking their correct implementation and seeing to their review at least annually; moreover, ensuring its adequate documentation and accessibility within the corporate structure;
defining remuneration and incentive systems for the CEO, General Manager, Deputy General Managers (when appointed), Heads of corporate control functions, Executives with strategic responsibilities and other Group Material Risk Takers, ensuring that these systems are consistent with the Bank's overall choices in terms of risk-taking, strategies, long-term targets, corporate governance structure and internal controls;
defining remuneration policies for corporate officers (members of the Boards of Directors, Boards of Statutory Auditors and Supervisory Boards) in Group companies.

2.1.4 Role of the Audit Committee

The Audit Committee performs the roles and functions required by the legal and regulatory provisions applicable to the one-tier governance system adopted by the Company. In particular, it oversees compliance with legal, regulatory, and statutory provisions, as well as proper management, the internal control system, and the adequacy of the Company's organizational and accounting structures.

The Audit Committee, among the other tasks, expresses its opinion on:

the remuneration of UniCredit Directors holding specific roles pursuant to Article 2389, third paragraph of the Italian Civil Code;
the appointment, dismissal and compensation of the Manager in charge of drafting company's financial reports;
decisions regarding the appointment and dismissal of the Heads of corporate control functions.

2.1.5 Role of the Risk Committee

The Risk Committee supports the Board of Directors on risk management related matters, performing all the activities instrumental and necessary for the Board to make a correct and effective determination of the RAF (Risk Appetite Framework) and of the risk management policies.

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The Risk Committee, amongst other tasks, without prejudice to the competencies of the Remuneration Committee, checks that the incentives underlying the remuneration and incentive system comply with the RAF, particularly taking into account risks, capital and liquidity.

2.1.6 Role of the Related-Parties Committee

The committee operates on a consultative and proposition-making basis in support of the Board of Directors. The committee oversees issues concerning transactions with related parties pursuant to Consob Regulation no. 17221/2010, as subsequently amended, and transactions with associated parties pursuant to Bank of Italy Circular no. 285/2013, carrying out the specific role attributed to independent directors by the aforementioned provisions and by the issued internal Global Policy "Transaction with related parties, associate persons and Corporate Officers ex art. 136 CBA".

With regard to remuneration in relation to persons qualifying as related parties, it should be noted that the provisions of Consob Regulation 17221/2010 and Bank of Italy Circular no. 285/2013 do not apply to:

shareholders' meeting resolutions concerning the remuneration of members of the Board of Directors and the Audit Committee, as well as to the resolutions concerning the remuneration of Directors holding specific roles falling within the overall amount previously determined during the Shareholders' Meeting pursuant to art. 2389, paragraph 3 of the Italian Civil Code;
shareholders' meeting resolutions concerning remuneration plans based on financial instruments pursuant to Article 114-bis of Legislative Decree no. 58 of 1998 and their implementation;
resolutions, other than those referred to Article. 2389, paragraph 1 of the Italian Civil Code, relating to the remuneration of the Directors holding specific roles and the others Executives with Strategic Responsibilities provided that: i) UniCredit S.p.A. has adopted a remuneration policy approved by the Shareholders' Meeting; ii) the committee on remunerations of UniCredit S.p.A., consisting exclusively of non-executive Directors, the majority of whom are independent, was involved in the definition of the remuneration policy; iii) the remuneration awarded is identified in accordance with this policy and quantified on the basis of criteria that do not involve discretionary assessments, i.e., on the basis of criteria defined ex ante with a level of detail – including, where applicable, within predetermined value ranges – such as not to require any discretionary activity in identifying the specific remuneration to be granted.

With regard to remuneration, the committee is involved, for the profiles of its own competence, in the preliminary investigation concerning:

transactions that do not benefit from the above-mentioned exemptions and/or other applicable exemptions;
temporary exceptions to the remuneration policy that the Company intends to implement in the presence of exceptional circumstances (see paragraph 2.2).

For further details, see the Global Policy "Transactions with related parties, associated persons and Corporate Officers ex art. 136 CBA" available on UniCredit Group website at "Governance" section.

2.2 Definition of the Group Remuneration Policy

On an annual basis, the Group Remuneration Policy, as proposed by the Remuneration Committee, is defined by the Board of Directors, and then presented to the shareholders' Annual General Meeting for approval, in line with regulatory requirements.

In particular, the Group Remuneration Policy is drawn up by the Group People & Culture function with the involvement of the Group Risk Management and other relevant functions (e.g. Group Finance) and is validated by the Group Compliance function for all compliance-related aspects, before being submitted to the Remuneration Committee. Once approved at the UniCredit Annual General Meeting, the Group Remuneration Policy is formally adopted by

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competent bodies in the relevant Legal Entities25 across the Group in accordance with applicable local legal and regulatory requirements.

In addition, as part of the definition of the Group Remuneration Policy, the Board of Directors, with the support of the Remuneration Committee, also analyzes the remuneration policy ensuring it is gender-neutral, and verifies the gender pay-gap (GPG) and its evolution over time.

The principles of the Group Remuneration Policy are valid across the entire organization and shall be reflected in the remuneration practices applying to employee categories across businesses, including, among others, members of the corporate body charged with strategic supervision and control functions, external collaborators and staff belonging to external distribution networks, considering their remuneration peculiarities.

In compliance with the Group Remuneration Policy and local regulation, Legal Entities, countries, and divisions apply the compensation framework for all employees.

With specific reference to Group Material Risk Takers, the Group People & Culture function establishes guidelines and coordinates a centralized and consistent management of compensation and incentive systems.

Furthermore, the elements of the Policy are fully applied across the entire Material Risk Taker population, with local adaptations based on specific regulations and/or business specifics, consistent with the overall Group approach.

In accordance with regulations and market practice, MRTs are subject to, inter alia, specific regulatory caps between variable and fixed remuneration (e.g. 33% for Control Functions in Italy), the payment of variable remuneration deferred over a multi-year period, to be paid through a mix of cash and shares, the application of the rules of the Group Incentive System 2026 and specific criteria for annual performance management.

Whilst remaining fully compliant with the principles of the incentive plans, local adaptations allow the achievement of the same results in case the implementation of the Group plan would have some adverse effects (legal, tax or other) for the Group companies and/or beneficiaries residing in countries where the Group is present.

Implementation of Group incentive plans for Group Material Risk Takers fully complies with Bank of Italy requirements and European guidelines, and at the same time considers:

local needs to adopt alternative solutions as necessary according to local regulators;
audit outcomes, in each jurisdiction, on the implementation of the incentive systems;
further needs to introduce corrective measures to address local specificities, with focus on the reconciliation of local differences and home/host regulatory roles.

The main adjustments regarding the implementation of the Group Policy usually concern the use of financial instruments other than the UniCredit shares, the thresholds and deferral schemes, local performance indicators rather than the Group ones, the ratio between variable and fixed remuneration, malus and claw-back procedure, considering an alignment to the regulatory provisions and local specific rules.

As provided for by Legislative Decree 49/2019, which transposed the Shareholders Rights Directive II into the legal system by amending the TUF, in force since June 2019, UniCredit may, in exceptional circumstances, temporarily derogate from the remuneration policy.

Exceptional circumstances shall cover situations that can be traced back to the general cases provided for by art. 123 ter of TUF, namely in which the derogation from the remuneration policy is necessary to serve the long-term interests and sustainability of the company as a whole or to assure its viability.

In the event of such exceptional circumstances, the Board of Directors, as proposed by the Remuneration Committee and subject to reasoned favorable opinion by the Related-Parties Committee (issued in accordance with the Global

²⁵ The Group Remuneration Policy is distributed to consolidated direct and indirect subsidiaries with FTE >0 provided by Group Finance; This document also meets the requirements of Directive 2019/878/EU (CRD V) with respect to remuneration requirements. In accordance with CRD V, institutions have to apply the remuneration requirements at group, parent and subsidiary levels, including within subsidiaries that are not themselves subject to the CRD V, unless they are themselves subject to specific remuneration requirements on an individual basis under other Union acts or would be subject to such requirements if they were established in the Union. However, under Article 109(5) of CRD V, the remuneration provisions may still apply to individual staff members of certain subsidiaries. As a general principle, and taking into account applicable specific remuneration requirements, remuneration policies of different group entities within the scope of prudential consolidation should be consistent with the group's remuneration policy set by the consolidating institution. The remuneration policy needs to comply with CRD V provisions, EBA guidelines on sound remuneration policies of 2nd July 2021, and additional requirements set out in national company, labour and other relevant laws.

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Policy "Transactions with related parties, associated persons and Corporate Officers pursuant to art. 136 CBA", irrespective of whether there is an exemption under the Global Policy in this case), may resolve on specific temporary derogations, without prejudice to compliance with legal and regulatory constraints, limited to the contents of the Remuneration Policy related to: (i) the reference to variable remuneration structure and pay-mix for CEO, General Manager (if any) and other Executives with Strategic Responsibilities, (ii) the reference to peer group, (iii) the economic parameters of the Group Incentive System and the Group Long-Term Incentive Plan.

UniCredit provides information on any derogation to the remuneration policy applied in exceptional circumstances within Section II Remuneration Report, in the following year.

2.3 Role of the Corporate Control Functions

2.3.1 Role of the Compliance Function

The Compliance function:

assesses, by issuing a preventive opinion on the compliance of the Group Remuneration Policy and Group Incentive System with the regulations, the Articles of Association, the Group Code of Ethics and the Code of Conduct;
assesses that the identification of the GMRT and the guidelines for the incentive system for the No material risk taker population, are consistent with the criteria established by the remuneration and incentive policies.

Verification of compliance with local regulations is carried out by each Group company for the part of its competence.

2.3.2 Role of the Risk Management Function

UniCredit ensures alignment between remuneration and risk through policies that support risk management, rigorous governance processes based on informed decisions taken by corporate bodies and the definition of compensation plans that include the strategic risk appetite defined by the Risk Appetite Framework, the time horizon and individual behaviours.

The Risk Management function is constantly involved in supporting Group People and Culture in the definition of the remuneration policy, incentive system and compensation processes for risk related components and in the identification of risk objectives, for the performance appraisal as well as for the assessment process to define the Group Material Risk Taker population. This involvement creates an explicit link between the Group incentive mechanisms, the Risk Appetite Framework, the validation of performance and pay, so that incentives are aligned to risk taking and management.

2.3.3 Role of the Internal Audit Function

As part of the remuneration system governance process, in line with its internal policies and procedures, the Internal Audit function assesses the implementation of remuneration policies and practices, at least annually, performing checks on data and internal procedures. The function evaluates the compensation process, providing recommendations aimed at improving it and bringing to the attention of the relevant functions and bodies any potential weaknesses, for the adoption of appropriate corrective measures.

2.4 Material Risk Takers identification process

The Material Risk Taker population (i.e. those categories of staff whose professional activities have a material impact on an institution's risk profile) is annually reviewed, on an ongoing basis, considering the structured and formalized assessment process both at Group and local level, according to the regulatory requirements related to qualitative and quantitative criteria defined by CRD V and Commission Delegated Regulation (EU) 923/2021, March 25, 2021.

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This process is internally defined through specific guidelines issued by Group People & Culture function, with the involvement of Group Risk Management and Group Compliance, in order to ensure a common standard approach at Group level.

2.4.1 Process

Starting from 2010, UniCredit has regularly conducted a self-evaluation to define the Group Material Risk Takers population to whom, according to internal/external regulations, specific criteria for remuneration and incentive requirements are adopted.

Since 2014, UniCredit Group has a Material Risk Takers identification process following the Commission Delegated Regulation (EU) 604/2014. Since 2019, as foreseen by Bank of Italy Circular 285, Material Risk Takers identification process is an integral part of the Group Remuneration Policy and Report. Starting from 2021, UniCredit adopts the identification process embedded in CRD V and in Commission Delegated Regulation (EU) 923/2021.

The Material Risk Takers identification process is performed annually, on an ongoing basis, at both local and Group level, and it also considers Agents involved in financial activities, Insurance Agents, Financial Advisors, and external collaborators.

This Policy regulates the Material Risk Takers identification process and defines the roles and responsibilities of involved functions. In particular:

People & Culture leads the identification process defining a consistent approach at Group level through specific guidelines;
Risk Management, within the overall identification process initiated by People and Culture, leads the identification of the material business units (with material impact on an institution's risk profile) according to risk related regulatory criteria;
Compliance verifies the consistency of qualitative and quantitative criteria with CRD V, Commission Delegated Regulation (EU) 923/2021, Group Material Risk Takers Internal Guidelines and regulatory provisions.

Group Legal Entities are actively involved in the identification process of Material Risk Takers coordinated by UniCredit S.p.A., sharing with UniCredit S.p.A in its role of Holding Company all necessary information as per received indications.

Specifically, the Group Legal Entities are obliged to identify Material Risk Takers on an individual basis, in compliance with the local or sector-specific regulations and will adopt the same Group criteria applied at local level following operational and interpretative guidelines issued by the Group, which ensure the overall consistency of the identification process Group wide. In any event, each Legal Entity is responsible for compliance with the provisions directly applicable to them.

The People & Culture function within the Holding Company, considering the outcomes of the evaluation performed by the various entities as specified above, consolidates results with the goal of identifying Group Material Risk Takers.

Subsequently, Group People & Culture together with Group Risk Management, after data consolidation and harmonization, presents documentation to the Remuneration Committee for discussion and finally submits for approval to the Board of Directors of UniCredit S.p.A. by the end of June 2026:

the methodology26 and evaluation process for Material Risk Takers both at Group and local level;
the outcomes of the evaluation process;
the possible exclusion of "high earners" from Group Material Risk Takers.

At the end of the evaluation process, if UniCredit determines that some individuals identified under quantitative criteria should not be considered as Material Risk Takers, it initiates the process for exclusion, involving, where requested, competent authorities. In particular, UniCredit transmits to the European Central Bank or the Bank of Italy on a timely basis, and in any case within six months of the end of the previous financial year, the request for authorization for personnel with total remuneration amount equal or higher than €750,000 or within the 0.3% of personnel awarded the highest total remuneration in the previous financial year.

The identified personnel within the Material Risk Takers perimeter are informed through individual written notice.

²⁶ To be also shared with Risk Committee.

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People & Culture, Risk Management and Compliance, according to the responsibilities in their remit, contribute to the process of evaluation throughout the year with the goal to update the list of Material Risk Takers based on specific events occurring during the year (e.g. appointment, hiring, organizational changes and any other relevant event), ensuring the process is performed continuously and that the re-evaluation of the Material Risk Takers perimeter is submitted to the Board of Directors of UniCredit S.p.A, after being discussed in the Remuneration Committee of UniCredit S.p.A.

2.4.2 Criteria

CRD V and Commission Delegated Regulation (EU) 923/2021 set the regulatory standards concerning qualitative and quantitative criteria to identify categories of staff whose professional activities have a material impact on an institution's risk profile (so called Material Risk Takers). The identification process is based on the Material Business Unit (MBU) definition that, for consolidation purposes at Group level, is calculated as:

any Legal Entity/ Division with an allocated Internal Capital equal or greater than 2% of Group/Division Internal Capital;
organizational units within a Legal Entity with an allocated Internal capital based on proxies equal or greater than 2% at Group level;
core business lines (high or medium).

Additionally, criteria (here below simplified) are distinguished in:

• qualitative:

− all members of the management body and senior management (i.e. those who exercise executive functions within an institution and who are responsible, and accountable to the management body, for the day-to-day management of the institution);
− staff members with managerial responsibility over the institution's control functions (Internal Audit, Risk Management, Compliance and other functions as locally defined) or material business units or for specific topics (e.g. accounting policies, finance, human resources);
− staff members with managerial responsibilities for specific risk categories, including voting members within relevant Committees, credit risk exposures, authority on certain transactions and authority on the introduction of new products;

• quantitative27:

− staff members entitled to significant total remuneration equal to or greater than €500,000 and equal to or greater than the average remuneration awarded to the members of the institution's management body and senior management, having a significant impact on the MBU's risk profile (i.e. when Credit, Market or Operational RWA proxy is equal or above the 2% of the institution/Group);
− staff members awarded in the preceding financial year a total remuneration that is equal to or greater than €750,000;
− staff members within the 0.3% of staff who have been awarded the highest total remuneration in the preceding financial year within an institution with over 1,000 members of staff (for individual identification purposes at Legal Entity level only)28;

• internal:

− All staff who, in the year of grant, received Non Standard Compensation in UniCredit shares pursuant to applicable regulatory requirements;
− all Group personnel GEC-1 with managerial responsibility and above;
− all incumbents with any other additional criteria such as due to managerial decisions, to be supported by rationale.

²⁷ For calculation purposes, non-Euro remuneration is converted into Euro using the average yearly relevant FX rate

²⁸ Criteria performed also on a Consolidated level (Group Threshold). Threshold is applied to GMRT population assuming GMRT as the most paid population in the Group.

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The Material Risk Taker identification process is performed at Legal Entity level using the above qualitative, quantitative and internal criteria assessed against the institution's individual risk profile and then consolidated at Group level, applying similar criteria that are assessed against the Group risk profile, as foreseen by the regulatory requirements. The preliminary estimation of Group Material Risk Takers in the first quarter of 202629 is broadly in line with the 2nd cycle 2025 results.

In line with Commission Delegated Regulation (EU) 923/2021 and Bank of Italy provisions, UniCredit or the Group Legal Entities will evaluate the possibility to initiate, in case of no material impact on Group/ institution risks, the exclusion process, as per the foreseen regulatory timeline.

2.5 Compensation to members of the corporate bodies charged with strategic supervision and control functions and Executives with Strategic Responsibilities

The remuneration for members of the administrative and controlling bodies of UniCredit is represented only by a fixed component, determined on the basis of the relevance of the position and the time required for the performance of the responsibilities assigned. This policy applies to non-Executive Directors and to the Audit Committee members. The compensation paid to non-Executive Directors and the Audit Committee members is not linked to the economic results achieved by UniCredit and such persons do not take part in any incentive plans based on stock options or, generally, based on financial instruments. The remuneration policy for members of the corporate bodies of the Group Legal Entities is based on the same principles, consistent with the local regulatory requirements.

› Board of Directors

Policy principles

According to clause 25 of the Bank's Articles of Association, the Directors are entitled, in addition to the reimbursement of expenses incurred in the performance of their duties, to an annual fee that is determined by the Shareholders' Meeting at the time of their appointment and remains unchanged until otherwise resolved by the Shareholders' Meeting.

Pursuant to the Articles of Association, the Shareholders' Meeting also determines, at the time of the appointment of the Audit Committee and for the entire term of office, a specific remuneration for the Directors who compose that Committee.

The above-mentioned clause of the Articles of Association also provides that the way in which the remuneration, as set by the Shareholder's Meeting, is distributed is established by way of a Board resolution.

Moreover, the Board of Directors may also, after hearing the opinion of the controlling body, establish an additional remuneration for the directors holding specific roles, as per Article 2389, third paragraph of the Italian Civil Code.

The allocation of such additional remuneration - to be made in accordance with the remuneration policies approved by the Shareholders' Meeting – can be made in particular for:

the Chief Executive Officer;
the Chair of the Board of Directors;
the Chairs of all Board Committees other than the Audit Committee;

²⁹ At a constant perimeter and methodology.

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the members of all Board Committees other than the Audit Committee;
any Directors who may be assigned specific additional duties.

The Board of Directors can also define a specific compensation for the activities carried out by the Directors within the Supervisory Body established pursuant Law 231 / 2001.

The compensation proposals submitted to the Shareholders Meetings, those to the Board for the apportionment of the remuneration decided by the Shareholders Meeting, as well as those for the possible definition of additional remuneration pursuant article 2389 and/or for the activities carried out in the 231 Supervisory Body are defined, with the support of the Committee specialized in remuneration matters, taking into account:

The educational / professional / experience requirements that each of the incumbents must meet to perform the role.
The time commitment requested, measured both in terms of number of meetings to be attended as well as in terms of workdays necessary for the overall coverage of the office, as stated in the qualitative / quantitative profile of the Board and of its Committees.
The responsibilities that the performance of the role implies for the Director.
Updated market benchmarking data provided by independent advisors for each specific role:
o The relevant peer group is primarily represented by the same companies that constitute the reference for the remuneration decisions regarding the CEO and senior management (the so called "European Peer Group"). In addition to such peers, especially for positions that are specifically Italian, reference can also be made to peer groups representing the main financial companies belonging to the FTSE MIB index and/or the all-industries largest companies belonging to the FTSE MIB.
o The target market positioning is defined in line with the general remuneration policy approach and taking into consideration factors as corporate historical performance, the need to attract talents and/or specific professionals.

The remuneration proposals, besides being compliant with all applicable law and regulatory provisions, are formulated taking into consideration the above elements, and, for non-executive directors, also ensuring appropriate internal balance and, in any case, never exceeding the 90th percentile of the benchmarking reference point.

› CEO and Executives with Strategic Responsibilities

The Board of Directors also identifies the "Executives with Strategic Responsibilities" (ESRs) with its own resolution, for the application of all related corporate and regulatory rules and provisions.

According to the Board's deliberations, the ESRs now include the GEC members - excluding the Head of Group Legal and the members of the CEO Office30 (i.e., the heads of Group Strategy & Optimization and Group Stakeholder Engagement) - and the Chief Audit Executive. The aggregate of ESRs at the beginning of 2026, therefore, is composed as follows: Group Chief Executive Officer, Head of Italy (a role currently covered ad interim by the CEO), Head of Germany, Head of Central Europe and Eastern Europe, Head of Client Solutions, Chief Financial Officer, Head of Group People & Culture, Group Digital & Information Officer, Group Chief Operating Officer, Group Risk Officer, Group Compliance Officer and Chief Audit Executive.

In line with the 2026 Group Remuneration Policy, the CEO and the other Executives with Strategic Responsibilities remuneration framework is based on total compensation set at individual levels on the basis of market data, role, seniority, need to retain or attract best-in-class talent, individual performance and UniCredit's overall performance over time.

In relation to the CEO, in particular, it should be noted that on February 23, 2026, the Board of Directors resolved, upon the proposal of the Remuneration Committee and having heard the Audit Committee, the confirmation of the remuneration package based on:

³⁰ During 2024, the Board of Directors approved to exclude from the perimeter of the ESRs the Head of Group Legal, who nevertheless remains a member of the Group Executive Committee (GEC). This update in the definition of the ESRs perimeter is in addition to the one that took place in 2021, which aimed to reflect the composition of top management and to optimize the governance framework.

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a base salary of a total of €4,150,000 paid out in cash of which 20% (€830,000), related to the directorship,
a variable remuneration up to the maximum regulatory cap of 200% of the total fixed remuneration (including benefits, pension fund, social security contributions).

For completeness, it should be noted that in the current policy other relevant roles are subject to specificities and limits on remuneration (e.g. on variable to fixed remuneration ratio or absence of Long-Term additional performance conditions, etc.) namely, the Manager in Charge of Drafting the Company's Financial Reports and the Sustainability Reporting Manager, when appointed - hereinafter, also, the "Manager in Charge of drafting company's sustainability reports"31 .

Based on the 2026 incentive system described in this Policy, the 2026 variable remuneration structure for Executives with Strategic Responsibilities would be defined as follows:

2026 Variable remuneration structure for the Executives with Strategic Responsibilities

Note: Based on the role and in case of new appointments, non-standard compensation could be assigned within the maximum variable to fixed cap.

A. Pre-adjustment post long-term performance conditions;

B. For Risk Management departments not classified as control functions, 100% applies.

C. For People & Culture function and the Manager in Charge of Drafting the Company's Financial Reports the fixed remuneration is expected to be predominant in respect to variable remuneration and long-term incentive conditions are not foreseen. The same provision shall also apply to the Sustainability Reporting Manager, when appointed.

³¹ The Legislative Decree No. 125 of 6 September 2024 introduced changes on the certification of the sustainability reporting, providing that this may be rendered - alternatively to the "Dirigente Preposto" appointed ex. art. 154-bis TUF - also by a different manager with specific expertise in sustainability reporting (i.e. the Sustainability Reporting Manager). When appointed, and in view of the nature of the role, the same remuneration specificities and limits applicable to the Manager in Charge of drafting the company's financial reports, pursuant to Bank of Italy Regulation 285, also apply to the Sustainability Reporting Manager (by a way of example, the variable to fixed remuneration ratio or absence of LT additional performance conditions, etc.). ³² Also considering third-party incentives

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FOCUS

The members of the administrative and control bodies as well as the Executives with Strategic Responsibilities benefit from a specific civil liability insurance policy, the "Directors & Officers Policy", also known as D&O Policy. For the Directors, this benefit is approved by the Shareholders' Meeting.

The Chairman of the Board of Directors is entitled to life and permanent disability insurance coverage resulting from injury occurring under any circumstances.

The Directors and the Secretary of the Board of Directors benefit from life and permanent disability insurance coverage resulting from injury arising from accidents that occurred while performing the specific duties of the position.

The Executives with Strategic Responsibilities benefit from the company treatment, provided for the Dirigenti population, relating to health care and life and permanent disability cover resulting from both injury and illness, in line with the seniority of the role within the organization. In addition, they benefit from an insurance coverage that provides for the settlement in favour of UniCredit of the residual debt, up to a certain cap, of the first home mortgage under the conditions provided for Group personnel in the event of death.

Any benefits provided on an "ad personam" basis shall be managed in compliance with applicable regulations.

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3. Compliance and Sustainability Drivers

To support the design of remuneration and incentive system32 , with particular reference to network roles (also including credit intermediaries) and Corporate Control Functions, the following "compliance and sustainability drivers" have been defined, in line with the applicable regulation33 .

› Remuneration general principles

Maintain an adequate balance of fixed and variable compensation elements also with due regard to the role and the nature of the business performed. The fixed portion is maintained sufficiently high in order to allow the variable part to decrease, and in some extreme cases to decrease to zero;
set an appropriate mix between short and long-term variable compensation, consistent with the strategies, market and business practices of reference and in line with the long-term interests of the Group;
foresee that the remuneration policy, with specific reference to variable remuneration, should contribute to the business strategy, long-term interests and sustainability of the company and should not be linked entirely or mainly to short-term objectives;
include in the remuneration policies information on how those policies are consistent with the integration of sustainability risks;
provide that the Group remuneration policies and practices are gender neutral and support the equal treatment of staff of different genders;
incorporate control systems on promotion and compensation processes to monitor compliance with relevant Anti Bribery and Corruption policies.

› Incentive Systems

Build incentive systems based on profitability, financial stability, sustainability and other drivers of sustainable business practice with particular reference to risk, cost of capital and efficiency;
design flexible incentive systems so to manage payout levels in consideration of overall Group, Country/Division performance results and individual achievements, adopting a meritocratic approach to selective performance-based reward;
design incentive systems which do not, in any way, induce risk-taking behaviors in excess of the Group's strategic risk appetite; in particular the incentive systems should be coherent to the Risk Appetite Framework ("RAF");
design forward-looking incentive plans which balance internal key value driver achievements with external measures of value creation relative to the market;
design incentive systems to set minimum performance thresholds below which zero bonus will be paid. In order to maintain the adequate independence levels for Corporate Control Functions, for People & Culture, and the Managers in Charge of Drafting the Company's Financial and Sustainability Reports, provide a maximum threshold for the progressive reduction of the bonus pool, which can be phased out to zero only in presence of exceptionally negative situations with an approval process including a governance step by the Board of Directors;
subject the remuneration to correction mechanisms that allow it to be reduced (even significantly) or zeroed, for example in the case of behaviours, by relevant persons or credit intermediaries, that have caused or contributed to significant damage to customers or a significant breach of the rules contained in Title VI of the T.U.34, the relevant implementing provisions or Codes of Ethics or Conduct for the protection of customers applicable to the intermediary.

³³ Including Bank of Italy provisions "Transparency of banking and financial transactions and services - Fairness of relations between intermediaries and clients".

³² Also considering third-party incentives

³⁴ Title VI of the Consolidated Banking Act, Transparency of contractual conditions and relations with clients.

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› Goals and performance management

maintain an adequate mix of economic and non-economic (quantitative and qualitative) goals, depending on the role, considering also other performance measures as appropriate, for example risk management, adherence to Group values or other behaviours;
accompany the qualitative measures by an ex-ante indication of objective parameters to be considered in the evaluation, the descriptions of expected performance and the person in charge for the evaluation;
relate the non-economic quantitative measures to an area for which the employee perceives a direct link between her/his performance and the trend of the indicator;
include among the non-economic goals (quantitative and qualitative), where relevant, goals related to customer loyalty and level of satisfaction, risk as well as to compliance (e.g. credit quality, operational risks, application of MiFID principles, products sales quality, respect of the customer, Anti Money Laundering requirements fulfillment);
set and communicate ex-ante clear and pre-defined parameters as drivers of individual performance;
avoid incentives with excessively short timeframes (e.g. less than three months);
promote a customer-centric approach which places customer needs and satisfaction at the forefront and which will not constitute an incentive to sell unsuitable products to clients;
take into account, even in remuneration systems of the external networks (financial advisors), the principles of fairness in relation with customers, management of legal and reputational risks, protection and loyalty of customers, compliance with the provisions of law, regulatory requirements, and applicable self-regulations;
create incentives that are appropriate in avoiding potential conflicts of interest with customers and in terms of market manipulation, considering fairness in dealing with customers and the endorsement of appropriate business conduct and usage of privileged information (e.g. benchmark contributors);
consider performance on the basis of annual achievements and their impact over time;
include elements which reflect the impact of individual's/business units' return on the overall value of related business groups and organization as a whole;
avoid bonuses linked to economic results for Corporate Control Functions35, for Human Resources and Managers in Charge of Drafting the Company's Financial and Sustainability Reports and set, for the employees in these functions, individual goals that shall reflect primarily the performance of their own function and that will be independent of the results of monitored areas, in order to avoid conflict of interest;
ensure independence between front and back office functions in order to guarantee the effectiveness of cross-checks and avoid conflict of interest, with a particular focus on trading activities, as well as ensuring the appropriate independence levels for the functions performing control activities;
define incentives not only based on financial parameters for personnel providing investment services and activities, but also taking into account the qualitative aspects of the performance, in order to avoid potential conflicts of interest in the relationship with customers36;
avoid career progression management systems being used to reintroduce quantitative commercial criteria upon which may depend any career advancement and/or having an impact on the (fixed and/or variable) remuneration by creating conflicts of interests that may encourage beneficiaries to act against customers' interests37;
avoid incentives on a single product or financial instrument or specific categories of financial instruments, as well as single banking/insurance product;

³⁵ Meaning Internal Audit, Risk Management and Compliance functions, pursuant to Bank of Italy Circular 285 of December 17, 2013, 37th update of November 24, 2021. Where CRO roles cover both Underwriting and Risk Management functions, goals assigned must not represent a source of conflict of interest between Risk Management and Underwriting activities.

³⁶ For example: ESMA requirements, with reference to MiFID remuneration policies and practices; Technical Advice ESMA on MiFID II (Final Report 2014/1569); MiFID II specific articles regarding remuneration/incentives for relevant subjects.

³⁷ ESMA Guidelines on certain aspects of the MIFID II remuneration requirements: "In light of the broad definition of remuneration provided in the MiFID II Delegated Regulation, firms' remuneration policies and practices should also ensure that the criteria used to assess wage increases and promotions comply with the MiFID II remuneration requirements. For instance, firms' career progression management systems should not be used to reintroduce quantitative commercial criteria upon which may depend relevant persons' career advancement and having an impact on their (fixed and/or variable) remuneration if this may create conflicts of interests that may encourage such relevant persons to act against the interests of their firms' clients."

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avoid an incentive for the joint selling of the optional contract and the financing as opposed to the sale of the financing alone, where the contract offered in conjunction with the financing is optional;
promote prudent credit growth and appropriate risk-taking behaviour, and not encourage excessive risk taking; variable remuneration of the staff involved in credit granting:
− is linked, among others, to the long-term quality of credit exposures;
− includes, in terms of performance objectives and targets, credit quality metrics and is in line with credit risk appetite;
define, for Commercial Network Roles, goals that include quality/ riskiness/sustainability drivers of the products sold, in line with client risk profile. Particular attention shall be paid to the provision of noneconomic goals for customer facing roles selling products covered by MiFID. For these employees, the incentives must be defined in a way to prioritize customer loyalty and satisfaction and at the same time avoid potential conflicts of interest towards them;
for the staff responsible for handling complaints, foresee indicators taking into account, among other things, the results achieved in handling complaints and the quality of customer relations;
indicate clearly within all rewarding system communication and reporting phases that the final evaluation of the employee achievements will also rely, according to local requirements on qualitative criteria such as the adherence to compliance and Code of conduct principles;
put in writing, document and make available for the scrutiny of independent checks and controls the entire evaluation process;
define ex-ante the evaluation parameters, for those cases where individual performance evaluation systems are fully or partially focused on a managerial discretional approach. These parameters should be predetermined, clear and documented to the manager in due time for the evaluation period. Such parameters should reflect all applicable regulation requirements38 (including the balance between quantitative and qualitative parameters). The results of managerial discretional evaluation should be formalized for the adequate and predefined monitoring process by the proper functions and an appropriate repository should be created and maintained (e.g. inspections/request from the Authorities);
do not link goals, for research management and analysts, to any financial transactions or revenues of single business areas, but for example consider linking them to the quality and accuracy of their reports.

› Payout

Defer performance-based incentive payout, as foreseen by regulatory requirements, to coincide with the risk timeframe of such performance by subjecting the payout of any deferred component until actual sustainable performance has been demonstrated and maintained over the deferral timeframe, so that the variable remuneration takes into account the time trend of the risks assumed by the bank (i.e. malus mechanisms);
consider claw-back actions as legally enforceable on any performance-based incentive paid out on the basis of a pretext subsequently proven to be erroneous;
include clauses for zero bonus in circumstances of non-compliant behaviour or qualified disciplinary action, subjecting payout to the absence of any proceeding undertaken by the company for irregular activities or misconduct of the employee with particular reference to risk underwriting, sales processes of banking and financial products and services, internal code of conduct or values breach;
require employees to undertake not to use personal hedging strategies or remuneration and liability related insurance to undermine the risk alignment effects embedded in their remuneration arrangements.

³⁸ Also in line with the regulation references reported in the previous notes.

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FOCUS

Drivers for Commercial Campaigns and for Infra year bonus

Within network roles incentive systems, to which the principles set out in the sections on Compliance and Sustainability Drivers apply, particular attention is paid to "Commercial Campaigns" and "Infra year bonus", which may be organized subject to the assessment of the Compliance function and after receiving an opinion on the admissibility from the relevant Corporate Body (e.g. Board of Directors) or competent committee (e.g. Product Committee), according to the powers of delegation time to time in force. They represent business actions aimed at providing guidance to the sales network towards the achievement of the period's commercial targets (also intermediate, for instance on a quarterly basis) and with a direct impact on the bonus pool budget referable to the relevant Division/Country/Legal Entity, even in case of initiatives promoted by third companies/parties. The payment of the incentive may therefore only occur subject to verification of the entry conditions provided for by the Remuneration Policy and external regulation.

Among the distinctive features of the commercial campaigns and of the infra year bonus, there is the expectation of the award – in cash or non-monetary reward. Commercial Campaigns and Infra year bonus can also help the function to direct the achievement of certain objectives of the incentive system. The grant of awards must be subordinated to behaviors compliant with the external and internal regulations, as well as the completion of specific access gates, in line with the ones provided by the Group Incentive System and possibly customized according to the specificities of the business to which the initiative is addressed, if any (e.g. KYC, mandatory training, MiFID).

Under no circumstances may the system of remuneration and evaluation of the sales network employees constitute an incentive to sell products unsuitable to the financial needs of the clients. In particular, the following "compliance and sustainability drivers" have been defined (which integrate the above-mentioned 'compliance and sustainability drivers'):

set-up of the incentive mechanisms using criteria which are consistent with the best interest of the client, and which are appropriate to avoid potential conflicts of interest with customers, and coherently with relevant regulatory provisions (e.g. MiFID, EBA Guidelines on the sale of banking products and services);
ensure consistency between the Campaign's objectives with the objectives set when defining the budget and when assigning targets to the sales network;
involve ex-ante all the functions, third parties other than the proposing business, concerned in the definition, validation and reporting of the commercial objectives;
avoid Commercial Campaigns on a single financial or banking product/financial instrument;
include clauses for zero bonus payment in the event of failure to meet the entry conditions to the bonus pool at Group/Division/ Country level or at Legal Entity level;
include clauses for zero bonus payment in case of relevant non-compliant behaviour or qualified disciplinary action or in case the applicable access gates are not triggered;
avoid Campaigns which not being grounded on an objective and customer interests related basis may directly or indirectly lead to breaching the rules of conduct regarding clients;
avoid Campaigns lacking a clear indication of the targets and of the maximum level of incentive to be granted for achieving those targets, identifying an appropriate mix of quantitative and qualitative goals consistent with the characteristics of the initiative;
avoid, in general, Campaigns related to specific commercial targets that provide advantages only for higher hierarchical levels or to the budget of the higher-level territorial structure/Legal Entity.

With respect to remuneration, reference is also made to the provisions contained in the ESMA Guidelines "Guidelines on Certain Aspects of the MiFID II Remuneration Requirements", which provide operational guidelines on the definition of intermediaries' remuneration policies and practices, also in the context of the rules of conduct provided for by the MiFID II regulations, highlighting, in particular, to the need to steer them according to criteria capable of ensuring the

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pursuit of the clients' best interests (these guidelines follow the Guidelines on Remuneration Policies and Practices (MiFID) 2013/60639).

The remuneration policies drawn up in accordance with the Transparency40 regulation include an indication of the number of relevant persons and credit intermediaries to whom they apply, as well as the role and functions held by them.

The indication of the role and functions of relevant persons is provided by area of activity, without prejudice to the distinction between persons who offer products directly to customers and persons to whom they report hierarchically.

For network positions, the same indication is provided in accordance with the abovementioned ESMA guidelines.

Relevant persons and credit intermediaries to whom the rules on Banking Transparency apply and relevant persons as per ESMA guidelines definition

Data as of December 31, 2025	Role/position covered	Subjects that offer products directly to customers as per Bankit Disposizioni di Trasparenza	Subjects to which the former respond hierarchically as per Bankit Disposizioni di Trasparenza	Relevant Persons as per ESMA definition	Subjects to which the former respond hierarchically as per ESMA definition
	Deputy Area Manager	612	233	599	219*
	Senior Banker	17	1	17	1
	Branch Manager (including deputy, if any)	2,774	690	2,158	690
	Commercial Coordinator / Team Leader	9	3
	Private Banking / Wealth Management relationship manager	673	50	668	49
Employees	Retail affluent relationship manager	2,723	1,352	2,723	1,352
	Retail mass market advisor	6,829	1,689	6,202	1,681
	Small business relationship manager	1,105	809	1,105	809
	Corporate banking relationship manager	1,732	116	1,646	107
	Product specialist	212	59	79	44
	Commercial assistants / staff	1,452	156	276	49
Credit Intermediaries	Agent in financial activity	360	8
&	Credit intermediary	5	1
Financial Advisors	Financial Advisor	49	11	49	11

^*i.e. Area Managers, also to be considered relevant persons.

³⁹ Persons who can have a material impact on the service provided and/or corporate behaviour of the firm, including persons who are client-facing front-office staff, sales force staff, and/or other staff indirectly involved in the provision of investment and/or ancillary services whose remuneration may create inappropriate incentives to act against the best interests of their clients. This includes persons who oversee the sales force (such as line managers) who may be incentivized to pressurize sales staff, or financial analysts whose literature may be used by sales staff to induce clients to make investment decisions. Persons involved in complaints handling, claims processing, client retention and in product design and development are other examples of 'relevant persons'. Relevant persons also include tied agents of the firm.

⁴⁰ Bank of Italy" Transparency of banking and financial transactions and services – Fairness of relations between intermediaries and clients".

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4. Compensation Framework

Within the framework provided by the Group Remuneration Policy, UniCredit is committed to ensuring fair treatment in terms of compensation and benefits regardless of gender identity, age, race, ethnicity, sexual orientation, ability, background, religious or ethical values system and political beliefs or any other category protected by law in the local jurisdiction.

The total compensation approach of UniCredit provides for a balanced package of fixed and variable, monetary and non-monetary elements, each designed to impact in a specific manner the motivation and retention of employees.

In line with the applicable regulations, particular attention is paid to avoiding incentive elements in variable compensation which may induce behaviors not aligned with the company's sustainable business results and risk appetite.

With particular reference to the Material Risk Taker population, the Board of Directors, on the basis of the proposal made by the Remuneration Committee, establishes the compensation structure for top positions, defining the mix of fixed and variable remuneration.

Moreover, the Board of Directors annually approves the criteria and the features of the incentive plans for Group Material Risk Takers, ensuring the appropriate balance of variable reward opportunities within the pay-mix structure.

Remuneration can be either:

fixed41 (e.g. salary) or
variable42 (e.g. short-term incentives, long-term incentives).

Additionally, according to their peculiarities, further remuneration components can be classified as fixed or variable remuneration as described in this chapter and in line with regulatory framework and more precisely:

non-standard compensation;
benefits and payments mandatory under law;
severance.

Within this section details are provided also with regards to the following topics:

continuous monitoring of market trends and practices;
ratio between variable and fixed compensation;
share ownership guidelines.

⁴¹ And/or recurring for Financial Advisors non-employee and Agents in Financial Activities.

⁴² And/or non-recurring for Financial Advisors non-employee and Agents in Financial Activities.

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4.1 Continuous Monitoring of Market Trends and Practices

At Group level, UniCredit analyzes the overall compensation trends of the market through a continuous benchmarking activity in order to make informed decisions and adopt competitive reward structures for effective retention and motivation of the key resources.

With specific reference to the executives of the Group, an independent external advisor supports the Remuneration Committee in the identification of the direct competitors that represent the international group-level peers of UniCredit (peer group) with regard to whom compensation benchmarking analysis is performed on market trends, practices and compensation levels.

At country/division level and as appropriate throughout the organization, benchmarking and trends analysis may be conducted considering relevant peer groups to assure competitive alignment with the market of reference.

The peer group is subject to annual review to assure its market representativeness.

For 2026, the European peer group is confirmed and includes ten companies: Intesa Sanpaolo, Banco Santander, BBVA, Crédit Agricole, BNP Paribas, Deutsche Bank, HSBC, Barclays, NatWest Group and UBS.

The key criteria used for the update are related to size (e.g. market capitalization, total assets), complexity (e.g. business model, geographical spread) and people management (e.g. proximity and competition for talents, pay for performance culture).

4.2 Fixed compensation

› Definition and objective

Fixed remuneration is the part of remuneration that is stable and irrevocable, determined and given based on predefined and non discretionary criteria, such as the professional experience, responsibility and seniority level of the individual. It does not create an incentive to take risk and it does not depend on performance targets. Fixed remuneration includes, for example, base salary, Role-Based Allowance, certain packages related to expatriate status and other fixed components assigned on the basis of standard rules e.g. benefits provided by company's policies, pension contributions or social security payments mandatory by law.

Base salary is defined on the basis of the specific business pertaining to each individual as well as the skills and competencies that the individual brings to the Group. The weight of the fixed compensation component is sufficient to reward the activity performed even in case the variable part of the remuneration package was not paid due to nonachievement of performance goals, in order to reduce the risk of excessively risk-oriented behaviors, to discourage initiatives focused on short-term results and to allow a flexible bonus approach.

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› Features

Specific pay-structure guidelines for the weight of fixed versus variable compensation are defined with respect to each target employee population. With particular reference to the Executives of the Group, the UniCredit Remuneration Committee establishes:

the criteria and guidelines to perform market benchmarking analysis for each position in terms of compensation levels and pay-mix structure, including the definition of specific peer groups at Group, country/divisional level and the list of preferred external "executive compensation providers";
the positioning of compensation, in line with the relevant market's competitive levels, defining operational guidelines to perform single compensation reviews as necessary.

4.2.1 Recurring remuneration

The "recurring" component of the remuneration of Financial Advisors performing off-site offering (OFS) and Agents in Financial Activities (AAF), other than employees, is equivalent to the fixed remuneration and expression of its most stable and ordinary portion. It remunerates, inter alia, the normal activities in the management of clients, the placement products /services and more generally, the expenses they incur individually, in the exercise of their duties, including contribution obligations.

4.3 Variable compensation

› Definition and objective

Variable compensation includes any payments that depend on performance targets, independently from how it is measured (profitability/ revenues/other goals). It includes, also, discretionary pension benefits and mutually agreed payments between the bank and its personnel in case of early termination of the employment relationship or office (excluding the statutory deferred payments and the indemnity in lieu of notice) and the carried interests, entry bonus, special award, retention bonus, stability pact and non-competition agreement. Additionally, it is any other form of remuneration that does not specifically qualify as fixed remuneration.

Variable compensation aims to remunerate achievements by directly linking pay to performance outcomes in the short, medium and long-term. This is then risk adjusted. To strengthen the alignment of shareholders' interest and the interests of management and employees, performance measurement reflects the actual results of the Company overall, the business unit of reference and the individual. As such, variable compensation constitutes a mechanism of meritocratic differentiation and selectivity.

› Features

Adequate ranges and managerial flexibility in performance-based payouts are an inherent characteristic of wellmanaged, accountable and sustainable variable compensation, which may be awarded via mechanisms differing by time horizon and typology of reward.

Incentives remunerate the achievement of performance objectives, both quantitative and qualitative, by providing for a variable bonus payment. An appropriately balanced performance-based compensation element is encouraged for all employee categories, as a key driver of motivation and alignment with organizational goals and is set as a policy requirement for all business roles. The design features, including performance measures and pay mechanisms, avoid an excessive short-term focus by reflecting the principles of the policy, focusing on parameters linked to profitability and sound risk management, in order to guarantee sustainable performance in the medium and long-term. In alignment with the overall mission, the characteristics of incentive systems also reflect the requirements of specialized businesses.

More information on the compliance and sustainability drivers related to the design of remuneration and incentive systems, with particular reference to network roles and Corporate Control Functions, are reported in the dedicated section.

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With particular reference to trading roles and activities, organizational governance and processes as well as riskmanagement practices provide the structure for a compliant and sound approach, whereby levels of risk assumed are defined and monitored centrally by the relevant Group functions. This structure reinforces the consistent remuneration approach which adopts performance measures based on profitability rather than revenues, risk-adjusted rather than non risk-adjusted, relative rather than absolute indicators.

4.3.1 Short-Term Remuneration

Short-term remuneration aims to attract, motivate and retain strategic resources and to maintain full alignment with the latest national and international regulatory requirements and with best market practices.

Payout is based on a bonus pool approach providing for a comprehensive performance measurement at individual and at Group/ Country/division level. Reward is directly linked to performance, which is evaluated based on results achieved and on the alignment with the leadership model and values of UniCredit. Performance management for Group Material Risk Takers is managed according to central governance ensuring fair and coherent appraisal process across the organization, leveraging on a unique repository at Group level.

For Material Risk Takers, the payout is partially deferred to fit an appropriate risk time horizon. The design features of incentive plans for Material Risk Takers are aligned with shareholder interests and long-term, firm-wide profitability, providing for an appropriate allocation of performance related incentives in cash and in shares, upfront and deferred.

The short-term remuneration for the Group Material Risk Takers population is regulated under the Group Incentive System, as described in the Group Remuneration Policy.

Additionally, local incentive systems (e.g. commercial campaigns, incentive systems for local Material Risk Takers) may exist, following the principles included in this Policy, and described within local regulations.

Each year, detailed information about our compensation governance, key figures and the features of Group incentive systems is fully disclosed in the Group Remuneration Policy.

4.3.2 Long-Term Remuneration

Long-term remuneration aims to strengthen the link between variable compensation and Company results and further align the interests of senior management and shareholders.

The long-term remuneration envisages:

adjustment of part of the short-term remuneration based on the achievement of specific performance conditions and allocation of such remuneration mostly based on shares or other instruments reflecting the trend of the shares;
multi-year targets consistent with UniCredit strategic targets;
additional performance conditions to enhance long-term sustainability of results;
multi-year deferral with the application of Zero factor conditions, which provides for minimum requirements related to profitability, liquidity and capital;
the application of a holding period of the actual awards in equity after the deferral period;
awards subject to legally enforceable individual malus and claw-back conditions.

4.3.3 Non-recurring remuneration

The "non-recurring" component of the remuneration of Financial Advisors performing off-site offering (OFS) and Agents in Financial Activities (AAF), other than employees, is the part of the remuneration with an incentive purpose, linked for instance to the launch of new products, etc.

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It is equivalent to the variable remuneration, and itis expression of the commission43 quota paid as part of the dedicated annual bonus system, useful for addressing commercial activities and the achievement of specific objectives, in line with the company strategy.

Finally, it should be noted that the variable component, ("non-recurring") is subject to the verification of access conditions at Group, local and individual level (e.g. mandatory training, KYC, etc.), as well as subject to malus and claw-back clauses.

FOCUS

Group common guidelines on the key elements of Executive contracts ensure alignment with regulatory requirements and also with Internal Audit recommendations, in particular regarding contract elements with specific regulatory provisions, such as variable compensation and severance provisions. Group rules, policies or guidelines provided in case of eligibility to variable compensation have to be mentioned in the Executive contracts.

Amounts related to variable pay and any technical details of payments (vehicles used, payment structure and time schedule) are included in separate communication and managed in strict adherence to governance and delegation of authority rules.

FOCUS

Hybrid Contract

In addition to the professional category of non-employee Financial Advisers OFS and Agents in Financial Activity, solely self-employed professionals with an agency contract, a new professional category with a 'hybrid contract' has been defined in the Italy division.

The hybrid contract provides for the establishment of two different contractual relationships for the same resource:

One as permanent part-time employment;
One as freelance Financial Advisor, operating under agency contract and with a fee-based remuneration.

With reference to the compensation of the employee with a hybrid contract, it is specified that under the part-time employment contract, it is composed by a 'fixed' part corresponding to the gross annual remuneration, and a 'variable' part corresponding, precisely, to the individual variable remuneration assigned, if any.

Under the agency contract, on the other hand, the 'fixed' part of the remuneration is represented by the 'recurring' portion, and the 'variable' part by the 'non-recurring' 44 portion.

4.4 Non-standard compensation

Non-standard compensation refers to those compensation elements considered as exceptions (e.g. entry bonus45 , special award, retention bonus, Role-Based Allowance, stability pact and non-competition agreement).

Such awards are limited only to specific situations, as appropriate, related to the hiring phase, launch of special projects, achievement of extraordinary results, high risk of leaving for executives of the Group, mission critical roles and positions covered in specific Corporate Functions. In particular, guaranteed bonus granted in relation to the hiring

⁴³ It should be noted that, in line with the aforementioned Bank of Italy Circular 285, 17 December 2013, and its successive modifications, 'the commission is not an incentive per se'.

⁴⁴ For personnel with a hybrid contract, non‑recurring remuneration is regulated pursuant to the 'Focus – Incentive System for Financial Advisors performing off-site offering (Consulenti Finanziari abilitati all'offerta fuori sede – OFS) and Agents in financial activities (AAF), other than employees', described in the following sections.

⁴⁵ For the recruitment of new staff and limited to the first year of employment. It cannot be granted more than once to the same person, either by the bank or by another Legal Entity in the Group (Bank of Italy Circular 285 of December 17, 2013, 37th update of November 24, 2021).

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phase are an atypical form of compensation, which is not common practice for the Group. Its use is strictly limited to those cases where there is a clear need of attracting best talents and critical competencies in the market.

As a general rule, non-standard compensation elements are considered variable remuneration. In certain cases, for example, the Role-Based Allowances assigned to specific Corporate Functions, they are fixed remuneration.

Moreover, awards must in any case comply with regulations in force at the time (e.g. cap on the ratio between variable and fixed remuneration, technical features defined by regulation for bonus payout, if applicable) and with UniCredit governance processes, which are periodically monitored and disclosed for regulatory requirements, as well as subject to capital and liquidity entry conditions, malus conditions and claw-back actions, as legally enforceable. Variable nonstandard compensation rules are specified either on the dedicated letter of award or referring to the Group Incentive System rules in force.

The "non-standard" compensation instruments described in this paragraph may also be used to support operational continuity expectations, in order to effectively implement the Bank's resolution strategy46; they may therefore be applied for retention or loyalty purposes and applied within the limits provided for by the regulations in force from time to time. Full information on their possible use in the implementation of the resolution plans will be provided in the Group Remuneration Policy and Report for the following year. For the year 2025 no "non-standard" compensation instruments have been used in a resolution context.

FOCUS

Role-Based Allowance

In UniCredit, Role-Based Allowances are considered fixed components of the remuneration, in line with regulatory provisions and market practices.

This compensation item aims to:

ensure competitiveness versus international level in terms of total compensation, avoiding excessive increases in base salary in recognition of the restrictive variable to fixed ratio (e.g. for Corporate Control Functions in Italy);
allow and facilitate the rotation between business and control functions roles within the Group;
provide a sign of attention to the professional figures who hold relevant roles for the Group.

RBA in UniCredit is a pre-defined amount (depending on seniority level and criticality of the role) targeted at specific roles, not linked to performance and therefore does not encourage risk-taking.

It cannot be reduced, suspended or cancelled on a discretionary basis as long as the employee is in a specific role (based on seniority level) that is eligible to receive the allowance; it can be re-evaluated regularly.

In 2019, UniCredit introduced Role-Based Allowances (RBA) for Corporate Control Functions in Italy. As a general rule, RBAs for Corporate Control Functions in Italy are individually assigned to the employee at the date of the appointment to a Corporate Control Function role and removed in cases of moves to positions not eligible for an RBA.

4.5 Benefits

› Definition and objective

Benefits include welfare benefits that are supplementary to social security plans, healthcare and work-life balance benefits and are intended to provide substantial guarantees for the well-being of staff and their family members during their active career as well as their retirement.

⁴⁶ In accordance with the "Operational Guidance on Operational Continuity in Resolution - OGOCIR" issued by the Single Resolution Board (SBR).

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In addition, special terms and conditions of access to various banking products and other services may be offered to employees in order to support them during different stages of their lives.

From a total compensation perspective, benefits aim to reflect internal equity and overall coherence of the remuneration systems, meeting the needs of different categories as appropriate and relevant.

› Features

In coherence with the governance framework of UniCredit, benefits are assigned by applying general common criteria for each employee category, while types and characteristics of benefits are established on the basis of local regulations and practices.

By way of example, if in line with local laws, regulations and market practices, company cars or equivalent mobility grants, rents or accommodation grants may be assigned to certain categories of employees. Group-wide benefit policies are also in place for staff seconded abroad, defined in line with common market practices for equivalent multinational companies. Benefits that are not awarded on the basis of the above common criteria are considered variable remuneration.

Furthermore, UniCredit affirms the value of share ownership as a valuable tool for enabling the engagement, affiliation and alignment of interests among shareholders, management and the overall employee population. The possibility is therefore considered, from time to time and as appropriate in light of local legal and tax requirements, to offer employees the opportunity to invest and participate in the future achievements of the Group through share-based plans whereby employees can purchase UniCredit shares at favourable conditions.

4.6 Severance

Meeting the regulatory requirements included in the Bank of Italy Circular 285, a specific Policy on payments to be agreed in case of early termination of a contract – the Group Termination Payments Policy, the so called Severance Policy – was firstly submitted for approval to the 2015 Annual General Meeting and subsequently amended in 2017, 2019 and 2021 to reflect the evolution in the regulatory framework as well as and in the overall UniCredit remuneration framework.

In general terms, the Severance Policy - which is inserted in the framework and must be interpreted in accordance with the provisions of this paragraph of the Group Remuneration Policy and Report – envisages, as currently in force, that the calculation of any severance payment takes into consideration the long-term performance in terms of shareholder added value, as well as any local legal requirements, collective/ individual contractual provisions, and any individual circumstances, including the reason for termination. In any case, the termination payments, which also consider the duration of the employment, do not exceed the limits foreseen by the laws and collective labour agreements locally applicable in case of lay-off, regardless of age and pension eligibility.

The Severance Policy provides that the overall termination payments, inclusive of notice, do not exceed 24 months of total compensation (including the base salary and the average amount of the incentives actually received during the last three years prior to the termination, after the application of malus and claw-back, if any. Further elements – such as the value of fringe benefits possibly granted to the employee – may be included in the computation of the abovementioned basis if this is required or foreseen by regulations, laws, contracts or common practices locally applicable). It is also foreseen that the amount of the payments additional to notice cannot exceed 18 months of compensation.

Such limits are, as a matter of fact, much more restrictive than the provisions of the Italian national contract that for executives provides for severance payments, inclusive of notice, of up to 41 months of total compensation.

The Severance Policy contains also a predefined formula for the calculation of severance payments that, used for the settlement of a current or potential dispute related to employment termination, allows not to count them towards the cap for the variable remuneration. The formula basically envisages one month of total compensation per year of service (with a minimum of 5 and a maximum of 18) and a corrective factor that can decrease it up to zero or increase it by maximum 50%. In any case the 24 months cap applies.

As a rule, discretionary pension benefits are not granted and, in any case, even if they should be provided in the context of local practices and/or, exceptionally, within individual agreements, they would be paid consistently with the specific and applicable laws and regulations.

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Individual contracts should not contain clauses envisaging the payment of indemnities, or the right to keep postretirement benefits, in the event of resignations or dismissal/revocation without just cause or if the employment relationship is terminated following a public purchase offer. In case of early termination of the mandate, the ordinary law provisions would therefore apply.

For all criteria, limits and authorization processes, please refer to the above-mentioned Severance Policy, that is published along with the 2021 Annual General Meeting documentation.

Finally, it should be noted that our framework is quite different from the prevailing market practice as we provide allinclusive limits which also include indemnity in lieu of notice and non-competition agreement, if any. This is not conducive to market comparability, particularly in terms of maximum limits. Although no change is proposed for 2026, we cannot exclude a possible change in the future, therefore we will continue to monitor, with the support of our advisors, market trends and practices in order to continue to define remuneration policies that respond as clearly and transparently as possible to the needs of all our stakeholders and, in any case, are always in line with national and international regulatory requirements.

Table – Comparison between Italian National Collective Bargaining Agreement and UniCredit Termination Policy provisions

The severance policy cannot fail to take into account all local labour law context. In this regard, a comparison between the Italian National Collective Bargaining agreement (CCNL) Banking Industry Executives and UniCredit Termination Policy is provided.

> Pension Benefits

As a rule, pension benefits are granted within the broader perspective of the benefit policies at country level, with the same contributions rates and rules for all employees or for homogeneous categories thereof. As such, pension benefits calculated on the fixed compensation elements represent fixed remuneration for regulatory purposes.

Conversely, Group Entities are required not to offer discretionary pension benefits (i.e. pension benefits on adpersonam basis) and, in any case, even if they should be provided in the context of local practices and/or, exceptionally, within individual agreements, they must be paid consistently with the specific and applicable laws and regulations.

In Italy, supplementary to public social security plans, the Group offers complementary pension plans: there are defined benefit plans and defined contribution plans. In most cases, benefits are paid out once the retirement requirements are satisfied. In defined benefit plans the benefit's calculation is known in advance, while in defined contribution plans the benefit depends on allocated asset management results. Complementary pension plans of

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UniCredit Group in Italy are included in the Group pension fund "Fondo Pensione di Gruppo", legally autonomous from the Bank. For further information on Fondo Pensione di Gruppo, please visit the institutional webpage.

In line with market practices, for Executives with Strategic Responsibilities and other members of the GEC it is foreseen the opportunity to benefit from a specific company contribution to the Group Pension Fund equal to 15% of their annual gross remuneration, including Role-Based Allowances, if any.

4.6.1 Members of the Board of Directors, General Managers and other Executives with Strategic Responsibilities

With particular reference to the members of the management bodies, general managers and other key management personnel and the related requirements set out by Consob Issuers Regulation no. 11971, it is specified that:

the treatments envisaged in the event of termination of office or termination of employment are set out in the "Group Termination Payments Policy" subject, pursuant to Bank of Italy regulations, to specific approval by the Shareholders' Meeting;
the members of the Board of Directors are bound by directorships, the term of which coincides with the term of office. In the event of early termination, the normal legal provisions shall apply to them. General Managers and other Executives with Strategic Responsibilities have employment relationships, generally of indefinite duration, as Dirigenti under the "National Collective Labour Agreement for Managers employed by credit, financial and instrumental companies" (the "CCNL"), unless employed abroad, in which cases the corresponding local practices and rules apply;
the notice period foreseen for the termination of the relationship, if the circumstances foreseen by the law occur, is the one foreseen by the CCNL. In the event that agreements are in place that, at individual or aggregate level, envisage the recognition of conventional seniority and/or measures that differ from the standard ones, the circumstance is reported in the Remuneration Report. In no case the notice period exceeds 12 months;
all the criteria for determining the amounts agreed between the bank and the staff in view of or on the occasion of the early termination of the employment relationship or for the early termination of the office are defined within the "Group Termination Payments Policy", which also provides indications of the components to be considered in the calculation of the reference remuneration and the elements to be used, within the framework of a specific formula, to determine the number of months' pay actually due;
the amounts paid in relation to the termination of the relationship take into account, in any case, the longterm performance, the creation of value for shareholders, and do not reward failure or abuse. For further details in this regard, please refer to the "Group Termination Payments Policy";
the regulations of the short-term and long-term incentive plans determine what effect termination of employment has on them, depending on the circumstances. In general, termination results in the loss of all benefits payable, except in specific circumstances where the individual qualifies as a "good leaver." In such cases, if the termination occurs during the performance period, the beneficiary will be entitled to a pro rata award, subject to the achievement of the relevant conditions at the end of the period and, in any event, in accordance with the deferred payment schedule and all other terms and conditions set forth in the regulations.

Recognition of good leaver status is generally provided in the following cases:

− termination due to any physical impediment including illness, injury or permanent disability as determined by applicable laws;
− retirement, including by agreement with the Company and/or enrolment in early retirement or redundancy plans;
− the company that employs, or the line of business in which the beneficiary works, ceases to be part of the Group or is transferred to a person or legal entity not belonging to the Group.

The status of "good leaver" may also be acknowledged, taking into account the specific circumstances and the company's interest, within the scope of specific agreements entered into with the beneficiary upon – or in exceptional cases, before – termination of the relationship.

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Any agreements that provide for ex-ante recognition of the status of "good leaver" as an exception to the principles outlined above are disclosed in the Remuneration Report;

The granting or retention of non-monetary benefits beyond a short transitional period immediately following the termination of the relationship, or the conclusion of consultancy contracts for a period following the termination of the relationship, is generally excluded.

Should this occur, the circumstance would be reported in the Remuneration Report and the economic benefit would be included in the provisions of the "Group Termination Payments Policy".

4.7 Ratio between variable and fixed compensation

In compliance with applicable regulations, the adoption of a maximum ratio between variable and fixed remuneration of 2:1 as approved by the Shareholders' Meeting held on March 31, 202347, also applies in 2026 for the whole population48, excluding Corporate Control Functions (Audit, Risk Management, Compliance), People & Culture and the Manager in charge of drafting company's financial reports 49 as per Bank of Italy provisions (Bank of Italy Circular 285).

	Variable to Fixed Remuneration Max Ratio (cap)B
BUSINESS AND OTHER NON CONTROL FUNCTIONS	200%
CONTROL FUNCTIONSA (Audit, Risk Management, Compliance)	Prevalence of fixed remuneration
RISK MANAGEMENT DEPARTMENTS NOT CLASSIFIED AS CONTROL FUNCTIONS	100%

A. Including People & Culture and Manager in charge of drafting company's financial reports as per Bank of Italy Circolare 285. Extended by similarity of the role also to the Sustainability Reporting Manager, when appointed.
B. Group guideline to be locally adopted e.g. 200% applied unless a more stringent regulation applies at country level

This ratio, further leverages to the principle of "pay for performance" at the core of our remuneration strategy, by creating headroom to pay for strong years and providing flexibility to the cost structure.

Other wider assumptions upon which the increase of the maximum ratio between variable and fixed remuneration, type of personnel and limit itself that were based at the time of the initial AGM approval in 2014 have not changed. On the basis of the ECB Recommendation on dividend distribution policies, UniCredit capital ratios satisfy the regulatory capital requirements which allow the Group to be classified within the first category of institutions, with the highest level of capital ratios, and therefore with the lowest limitations on dividend distributions.

In addition, UniCredit has set its variable remuneration50 policy to respect in a forward-looking perspective the most updated regulatory capital recommendations on variable remuneration.

In 2026, a preliminary estimation of Group Material Risk Takers which exceed the 1:1 limit – at target variable level – are ca. 90 staff members. The estimated portion of the 2026 Incentive System that could be awarded to those roles in excess to the 1:1 ratio is c. 9% of the overall estimated pool (approx. €18 mn of which c. €15 mn in UniCredit shares), equivalent, at the publication date of the document, to approximately less than 0.1% of UniCredit share capital. This amount of capital (i.e. €18 mn) is equivalent to approximately less than 1 bps of UniCredit Group CET1 ratio.

⁴⁷ First adoption approved by the Shareholders' Meeting held on May 13, 2014.

⁴⁸ Incl. external credit intermediaries and financial advisors. Excl. staff of the Group's investment firms and Asset Management companies, in the terms described in this paragraph.

⁴⁹ The same provision shall also apply to the Sustainability Reporting Manager, when appointed.

⁵⁰ ECB letter - Variable remuneration policy of UniCredit S.p.A., as of January 2020.

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In light of this information, it is set that the decision to maintain a maximum level of variable remuneration of 2:1 of the fixed remuneration for the whole population, excluding Corporate Control Functions (as approved by the Annual General Meeting on 2014) would not affect the Group maintenance of a sound capital base.

Therefore, the adoption of a ratio of 2:1 between variable and fixed compensation does not have any implications on the bank's capability to continue to respect all prudential rules, in particular capital requirements.

This approach allows UniCredit to maintain a strong link between pay and performance, as well as competitiveness in the market. Our main peers have also taken the same approach in order to limit the effects of an un-even playing field in a market where the cap is not present, to avoid the rigidity of the cost structure derived from a possible increase of fixed costs and to guarantee the alignment with multi-year performance, through deferring a relevant component of the variable compensation.

The Executives with Strategic Responsibilities entitled to a variable to fixed ratio of potentially up to a maximum of 2:1 are:

Group Chief Executive Officer;
Head of Italy, Head of Germany, Group Head of Central Europe and Eastern Europe, Head of Client Solutions, Digital & Information Officer, Group Chief Operating Officer, Chief Financial Officer.

For the rest of the staff belonging to the Corporate Control Functions (Audit, Risk Management, Compliance), People and Culture and the Manager in Charge of Drafting the Company's Financial Reports for which it is expected that fixed remuneration is the predominant component of total remuneration, a stricter regulatory cap applies. For these Functions is also foreseen that incentive mechanisms are consistent with the assigned tasks, as well as being independent of results from areas under their control. It is also specified that for departments51 belonging to Risk Management and not classified as a control function, a maximum ratio of 1:1 between variable and fixed remuneration is applied.

For the Corporate Control Functions, in particular, the maximum weight of the variable component will take into account the differences between national rules and regulations in application of Directive 2019/878/EU in the various countries in which the Group operates52, in order to ensure equal operating conditions in the market and the ability to attract and retain individuals with professional skills and capabilities adequate to meet the needs of the Group.

Consistently with the framework described above, Group Legal Entities set in their remuneration policies the appropriate level of the maximum ratio between variable and fixed compensation according to national law, Group approach/Group Remuneration Policy, taking into account the business activities, the risks and the impact that different categories of staff have on the risk profile.

Where allowed by local law, the Legal Entities manage the request to approve, with a dedicated resolution, a higher maximum level of the ratio between the variable and fixed component of remuneration of up to 200% by the Shareholders' General Meeting, in coherence with the approach defined by the Holding Company in terms of positions, and manage the related notification to the competent regulator, as appropriate.

It is specified that, in line with the provisions currently issued by the Bank of Italy, UniCredit will exercise the option not to apply the 2:1 limit between the variable and fixed components of remuneration, with respect to staff of the Group's investment firms and asset management companies (current and future), establishing a maximum ratio between the variable and fixed components of up to 5:1. This decision is based on the fact that such staff operate exclusively for the aforementioned entities.

⁵¹ In line with regulatory requirements on internal governance, which requires the risk management function to be independent of the business or operational units it controls in order to ensure adequate segregation of duties.

⁵² In particular, for the Material Risk Takers of Corporate Control Functions in Italy, the ratio between the variable and the fixed components of remuneration cannot exceed the limit of one third, as per BankIt provision (Circular 285 of December 17, 2013, 37th update of November 24, 2021).

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The adoption of a limit of up to 5:1 is motivated by the need to maintain a competitive positioning, ensuring the ability to attract and retain key talent in both domestic and international markets.

4.8 Share ownership guidelines

Share ownership guidelines set minimum levels for company share ownership by relevant Executives53, aiming to align managerial interests to those of shareholders by assuring appropriate levels of personal investment in UniCredit shares over time.

The ownership of UniCredit shares by Group leaders is a meaningful and visible way to show investors, clients and people the commitment towards UniCredit.

The Board of Directors approved at the end of 2011 the share ownership guidelines applied to the Chief Executive Officer, to General Manager and Deputy General Manager roles, if any.

Starting from 2023, in line with the current organisational structure, the share ownership guidelines are applicable to the members of the Group Executive Committee (GEC) and their first reporting line, the so-called GEC-1, with managerial responsibilities.

As a tangible sign of the total commitment of the management team to UniCredit, the levels set for 2026 are confirmed at 3x annual base salary for the CEO, 1.5x annual base salary for GEC members and 0.5x annual base salary for GEC-1 with managerial responsibilities.

Share Ownership Guidelines

Such levels should be reached, as a rule, within five years from the appointment to the above indicated Executives categories within the scope of the guidelines and should be maintained while the role is held.

The achievement of the share ownership levels should be accomplished through a pro-rata approach over a 5-year period, granting the minimum amount of shares each year, taking into consideration potential vested plans.

⁵³ Considering the application, from 2016, of the new ratio between the variable and the fixed components of remuneration (which cannot exceed the limit of one third for the Material Risk Takers within Italian Control Functions, while fixed remuneration is expected to be the predominant component for the Control Functions of other geographies), share ownership guidelines are not applied to Executives who are part of Corporate Control Functions.

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The current level of CEO share ownership, excluding deferred shares - not yet vested or still subject to holding period - is 966,266shares or >15x54 the sum of annual base salary and directorship fixed emoluments, which is above the minimum requirement of 3x.

Involved Executives are also expected to refrain from activating schemes or arrangements that specifically protect the unvested value of equity granted under incentive plans (so called "hedging"). Such clauses are contained in all relevant incentive plan rules and apply to all beneficiaries, since involvement in such schemes undermines the purpose of limiting the risk. Any form of violation of share ownership guidelines as well as any form of hedging transaction shall be considered a breach of the Group's compliance policies with such consequences as provided for under enforceable rules, provisions and procedures.

Local adaptations based on specific regulations and/or business shall be envisaged consistently with the global approach at Group level.

⁵⁴ Share ownership level calculated based on the average market share price in the month prior to the annual measurement date of € 65.444. Calculation method in line with widespread market practice.

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5. Group Compensation Systems

The Group Incentive System 2026 has been confirmed as a Sustainable Performance Plan, based on both short-term and long-term performance conditions, to support the Group strategic direction by fostering a strong link between remuneration, risk and sustainable profitability. Through the Incentive System, UniCredit seeks to retain and motivate each beneficiary by providing for incentives which aim to reward contributions to the long-term growth, profitability and financial success of the Group, with a focus on reputation and overall sustainability which contributes to the achievement of business goals over time.

The Incentive System aims at providing an appropriate balance of variable compensation elements, aligning the interests of employees, shareholders and other stakeholders, strengthening the Group's position as a leading European bank and aiming at effective compensation practices in compliance with the regulatory environment.

In addition, the Incentive System aims at aligning top and senior management interests to the long-term value creation for shareholders, to share price and Group performance and to sustaining a sound and prudent approach to risk management, combining annual goals with additional long-term conditions to steer the performance management measurement towards sustainable results over time.

The System also has the characteristics to be considered a "retention" tool to retain key players for the achievement of strategic priorities.

5.1 2026 Group Incentive System

The 2026 Group Incentive System, as approved by UniCredit Board of Directors on February 23, 2026, is based on a bonus pool approach, similar to previous years, which is compliant with the most recent national and international regulatory requirements and links bonuses with company results at Group and country/division level, ensuring a strong connection between profitability, risk and reward. In particular, the System provides for:

the definition of a bonus pool at Group level, with cascading at divisional level consistently with segment reporting disclosure, based on the actual divisional performance adjusted taking into consideration quality and risk indicators as well as cost of capital;
allocation of a variable incentive defined on the basis of the determined bonus pool, individual performance evaluation, internal benchmarks for specific roles/markets and the maximum ratio between variable and fixed compensation as approved by the Annual General Meeting;
a malus condition (Zero Factor or Reduced scenarios) which applies if specific thresholds for profitability, capital and liquidity are not met at Group level and envisages specific scenarios if not met or partially met at country/division level;
risk adjusted metrics in order to guarantee long-term sustainability, regarding company financial position and to ensure compliance with regulations;
definition of a balanced structure of upfront (following the moment of performance evaluation) and deferred payments, in cash and/or shares for Group Material Risk Takers;
deferred payments for selected beneficiaries55 subject to additional long-term performance conditions;
delivery of awards in the form of financial instruments which considers the applicable regulatory requirements regarding the application of retention periods.

⁵⁵ Members of Group Executive Committee ("GEC") and managers directly reporting to GEC members ("GEC-1"), excluding control functions, People & Culture and Manager in Charge of Drafting the Company's Financial Reports.

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The 2026 Incentive System is based on the following methodology:

A. Rules for Group Material Risk Takers population principles apply to the rest of the organization as well.

5.1.1 Bonus Pool Funding

The bonus pool is set at Group level and then cascaded down for each division following the external reporting structure.

It is initially proposed during the budgeting phase as a percentage of the pre-defined Funding KPI (i.e. Operating EVA pre-bonus⁵⁶). In such a definition, the following elements are considered: business context and perspectives, previous years amount and forecasts of profitability. The budget is submitted to the approval of UniCredit Board of Directors. Furthermore, the bonus pool size takes into consideration any recommendation issued by European or local regulators on variable remuneration.

The bonus pool cascading is structured on a pre-defined methodology based on a theoretical bonus pool break-down, estimated on the basis of the implicit funding embedded in the divisional P&L budget and the annual divisional performance (operating EVA or similar poxy vs. budget) within the available Group bonus pool.

The bonus pool for external staff (e.g. Financial Advisors) has to be considered as an addition, as it is funded by non-HR costs and self-financed through specific commission-based contractual mechanisms (i.e. 'non-recurring' remuneration).

5.1.2 Entry Conditions

Specific "Entry Conditions" are set at Group level, measuring annual profitability, capital position and liquidity results. The combined evaluation of the Entry Conditions defines three possible scenarios that allow the confirmation to increase, reduce or cancel the bonus pool.

The malus condition (Zero Factor⁵⁷ or Reduced scenarios) will apply if the specific metrics on profitability, capital and liquidity are not achieved (box A and B included in the scheme "Entry Conditions definition"). Specifically, the Zero Factor is applied to the Group Material Risk Taker population, whereas for the non-Group Material Risk Taker population, a significant reduction will be applied. In case capital and liquidity conditions are met and profitability is not (box B included in the scheme "Entry Conditions definition"), a Reduced scenario is envisaged, with 50% bonus

^56 Operating EVA defined as Net Operating Profit — Cost of Capital. Cost of Capital is the average Allocated Capital multiplied by the Cost of Equity (Ke) plus excess capital adjustment, Additional Tier 1 impacts and Cashes coupons.

^57 The bonus pool of 2026 will be reduced to zero (for Group Material Risk Takers), while an ex-post correction mechanism is foreseen that determines a reduction of deferrals of previous year systems from 50% to 100% of their value, based on the entity of loss both at Group & local level and Risk Management assessment based on positioning vs. Risk Appetite Framework (next paragraph – Adjustments based on Sustainability and Risk).

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payout applied to the Group Material Risk Taker population, whereas for the non-Group Material Risk Taker population, a sizeable reduction will be applied.

Entry conditions in terms of capital and liquidity apply as well to external networks and agents, where applicable, as foreseen by regulation.

Entry Conditions are also verified during the cascading process at local level, where applicable. Legal Entities may consider further local conditions; in particular, Banks introduce local liquidity and capital metrics as further entry conditions.

ENTRY CONDITIONS DEFINITION

A. Cost of Capital defined as the average Allocated Capital multiplied by the Cost of Equity (Ke) plus the additional Tier1 corrective factor) adjusted for AT1, excess of capital and cash charges.

B. Stated net profit adjusted for impacts from DTAs tax loss carry forward resulting from sustainability test.

C. In case of issues with capital and/or liquidity requirements at Legal Entity (LE) level, a zero factor scenario in the cascading phase is activated, even if the Entry Conditions at Group level are fully satisfied.

D. The Group variable remuneration policy shall be consistent with the maintenance of a sound capital base, ensuring a margin above the overall capital requirements (levels relevant for the calculation of the maximum distributable amount, MDA) and outcomes of SREP, including the so-called Pillar 2 Guidance (P2G). This implies, for Own Funds ratios, thresholds (based on requirements expected as of 4Q26) above RAF limits: CET1 ratio Transitional ≥ 11.00%; Tier 1 ratio Transitional ≥ 12.88%; Total Capital ratio Transitional ≥ 15.38%; Leverage Ratio Transitional ≥ 3.8%. Thresholds are calculated as max between RAF limit and MDA+P2G (where applicable).

E. Liquidity Coverage Ratio: it aims to ensure that the bank maintains an adequate level of not restricted "High Quality Liquid Assets" in a sufficient quantity to cover the overall 'Net Cash Outflows', over a period of thirty days, under gravely stressed conditions specified by Supervisors.

F. Net Stable Funding Ratio: it is defined as the ratio between the "available amount of stable funding" and the "required amount of stable funding" that are calculated applying defined weighting factors to on and off-balance sheet items. It measures, under a long-term perspective, the balance in the distribution of assets and liabilities on the time horizon.

G. For Executive & Material Risk Takers population. In any case, the Board of Directors can provide the CEO the possibility to allocate a separate and discretionary pool, subject to local relevant governance bodies' decision, eventually including positive feedback from ECB, if required (e.g. in a scenario of CET1r < threshold, in a context of a capital contingency plan defined with ECB). No retention bonuses will be awarded for Executive Directors. For other employees, a significant reduction will be applied.

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5.1.3 Adjustments based on sustainability and risk

>>> Risk-adjustment based on RAF

In order to ensure consistency with the Group Risk Appetite Framework and the economic sustainability of the Group and Country/Division results over time, the bonus pool may be revised up/downwards, on the basis of the overall "quality of performance".

The methodology envisages the assessment performed by Group Risk Management based on specific dashboards at Group and Division level. In addition, Group Finance presents to the Remuneration Committee a specific report providing commentary on Group results.

The Risk Adjusted KPIs dashboards include indicators covering all relevant risks, such as credit, market, liquidity, nonfinancial (operational, compliance), climate and the risk position assumed, the adherence to regulatory requirements and the relationship between risk and profitability. The specific metrics are measured with reference to the respective relevant thresholds (limit, trigger and target), established in line with the Group Risk Appetite Framework. By way of example, the standard structures of the Risk-Adjusted dashboard are shown in the following picture.

Risk-Adjusted Dashboard (illustrative)

The dashboard, used to evaluate the quality of performance from a risk perspective, is monitored on a quarterly basis.

Group Risk Management can either confirm or override the outcome and may exercise the right to override taking into consideration events with a qualitative nature or extraordinary events which are out of the ordinary business of the bank (e.g. significant asset disposals in addition to normal distressed asset management activities, mergers and acquisitions or business restructuring, business dismissals, capital increases, sanctions, goodwill impairment).

The Group Risk Management function provides an overall assessment on the dashboard and the evaluation leads to the definition of a "multiplier" in order to define the adjustment of the bonus pool, which could fall in the range of 50%-120%. Negative and neutral "multipliers" (i.e. 50%, 75% and 100%) are directly applied to bonus pool funding. Positive "multipliers" (i.e. 110% and 120%) represent the upper bound of the bonus pool theoretical value and are subject to managerial evaluation, considering the broader context of the company.

>>> Board discretion

Based on the achievement of Entry Conditions, in the event the Risk Management assessment reports the maximum positive result, the following scenarios may occur:

• in the event that only the profitability Entry Condition is not met at Group level, the gate is "partially open" and a reduced bonus pool scenario is activated triggering a reduction of 50% of the pool generation for Group Material Risk Takers. For the other employees, a sizeable reduction will be applied;

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• if all Entry Conditions are met, the gate is "fully open", meaning the bonus pool may be fully confirmed or even.

In any case, as requested by Bank of Italy regulations, the final evaluation of Group sustainable performance parameters and the alignment between risk and remuneration will be assessed by the Remuneration Committee and defined under the governance and accountability of the Board of Directors.

The Board of Directors, informed by the opinion of the Remuneration Committee, may also make adjustments to the formulaic outcome of the system to reflect one-off exceptional events (e.g. M&A corporate transactions, geopolitical events, material risk events), potential changes in the laws or regulatory / tax framework, to more closely align the outcome to the Board's view on overall financial performance based on all relevant metrics (taking a holistic review considering also relative performance vs competitors, unexpected evolution of the macro environment) and/or the wider stakeholder experience (e.g. shareholder experience measured through Total Shareholder Return, customer experience measured by Net Promoter Score and/or other relevant metrics)⁵⁸, thereby ensuring a balanced, fair and sound performance review. In normal circumstances the Board of Directors would expect any resulting adjustment to be downward in nature. Any discretion to increase outcomes on the basis of the above factors would be limited to exceptional circumstances. These adjustments have to be consistent with the overall structure approved by the Shareholders' Meeting and to that extent this is functional to keeping the essential contents of the 2026 System substantially unchanged as much as possible, preserving its main incentive and loyalty-enhancing purposes.

The Board of Directors has the right to disregard, when deciding the bonus, extraordinary balance sheet items which do not impact operational performance, regulatory capital and liquidity.

Moreover, in order to guarantee adequacy, fairness and internal consistency of the incentive system, in its particular provisions and among these as a whole, the mechanisms and instruments illustrated above must be interpreted as a single and inseparable whole, since the specific provisions envisaged herein may therefore be applied by analogy to further, similar and unregulated situations (or differently regulated), whenever the diversity of regulations would result in an objective inconsistency and unfairness of treatment.

>>> Bonus Pool cascading

Once approved by the Board of Directors, the overall distributable bonus pool is cascaded down to the Segment/Divisions and to sub-levels in a consistent way ensuring fairness, transparency and within the maximum affordable bonus pool.

^58 Divisions and Legal Entities define mechanisms for bonus pool risk adjustment and Board discretionary adjustment, to be applied in the breakdown phase, consistently with the framework defined at Group level and properly documented.

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To ensure pay for performance and limited/justified subsidization among perimeters, the bonus pool cascading is structured in a pre-defined methodology based on:

a theoretical bonus pool break-down, estimated on the basis of the Divisional P&L budget, the annual divisional performance (Operating EVA vs. budget59) within the available Group Bonus Pool, considering divisional entry conditions on capital, liquidity and profitability, as well as risk indicators (e.g. RAF), consistently with the methodology applied at Group level;
managerial adjustments, considering cost affordability, per-capita bonus trend and quality of divisional performance (e.g. opEVA components' results, relative performance vs Group YoY and vs. budget, relative performance vs market).

5.1.4 Individual Allocation

>>> Performance assessment

Individual performance appraisals are based on 2026 goals defined during the goal setting phase. The performance appraisal is based on an overall outcome that reflects the deterministic evaluation of the financial KPIs and the qualitative assessment of non-financial goals including the behaviours adopted to achieve them.

Specifically, financial KPIs are assessed quantitatively (Results vs Target), considering specific ranges and thresholds defined for each KPI. The score of each KPI can range in a 0-120 points rating scale, as follows:

is zeroed if achievement is below the lower threshold;
is calculated in linear continuum between the intermediate thresholds;
is capped (120pts) if it is higher than upper threshold.

Performance Assessment (illustrative scorecard)

A. The formulas are illustrative since depending on single KPI functioning, e.g. to be adjusted in case of costs

B. Linear continuum

⁵⁹ Or equivalent proxy to reflect full consistency with perimeters performance.

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>>> Pay for Performance

Particular attention is dedicated to the level of correlation between proposed bonus and actual performance both at the bonus proposal step and the calibration/consolidation phase.

Pay for performance is the guiding principle, with the overall scorecard achievement - combined with behavioral assessment and the overall performance appraisals – considered as key drivers for bonus decisions. Such managerial decisions also take into account the individual "anchor point" for variable remuneration, defined as the amount of bonus reachable at targets' achievement, set periodically according to several criteria such as: the internal and/or external benchmarking analysis for similar roles, the seniority level, the historical payouts, within the maximum limits of the ratio between variable and fixed compensation applicable to the role/ function, the latter defined in compliance with the Annual General Meeting resolution from time to time in force. Such value is adjusted according to the actual available bonus pool - stemming from both Group and Divisional performance - and represents the starting point for the individual bonus allocation.

The pay for performance curve is expected to be steeper than the linear one, with reduced pay in case of performance below target and increased pay for over-performance above targets.

Pay for performance framework

A. Bonus ranges may be adjusted according to position covered (e.g. business vs control functions). In any case within the maximum regulatory variable to fixed remuneration cap, adjusted according to the actual available bonus pool (stemming from both Group and Divisional performance).

Bonus decisions at individual level will also take int account the respect of provisions of law, Group's compliance rules, Company policies and/or Corporate values, Code of Conduct and the application of claw-back clauses, as legally enforceable.

Moreover, each participant has to complete mandatory training courses and, for impacted roles, the customer due diligence periodic review (Know Your Customer), within a pre-defined threshold in order to be entitled to any bonus.

Each Group Material Risk Taker receives the Group Incentive System Rules with a detailed description of the system and its application.

> Additional long-term performance conditions ("Sustainable Performance Plan")

For selected individuals60, namely the CEO, the members of the Group Executive Committee and managers directly reporting to GEC members (hereinafter also "GEC-1"), the incentive plan ("Sustainable Performance Plan") has been structured to best support the Strategic Plan delivery on a yearly basis, while ensuring that results delivered are sustainable over time via long-term performance conditions, considering the significant transformational effort of the Strategic Plan.

The key design principles of the Sustainable Performance Plan remain unchanged versus 2025, in particular:

⁶⁰ Excluding Control Functions, People & Culture and Manager in Charge of Drafting the Company's Financial Reports

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the rolling structure, to allow for a yearly verification of the adequacy of the compensation arrangements;
the double-assessment of performance, through a combined system which requires the reconfirmation of short-term performance (2026) over the long-term (2027-2029), to guarantee sustainability of the results;
Shareholder alignment: pay-out 100% in shares for the CEO, Group Executive Committee (GEC) members and Group Chief Audit Executive (CAE), and primarily in shares for the other executives, with a long deferral period;
the pay for performance, providing clear performance conditions anchored to UniCredit Strategic Plan pillars, with ambitious targets and rigorous pay for performance correlation to ensure meritocracy and fairness.

In the "Sustainable Performance Plan", 60% of the bonus award is deferred and subject to additional long-term performance conditions, which act as a modifier (from -100% to +20%61) of the deferred bonus award defined on the basis of the individual 2026 performance appraisal scorecard.

The long-term performance scorecard is based on specific goals defined at Group level covering the three years following the 2026 annual performance year (ie from 2027 to 2029). The following KPIs have been selected for the reasons described below:

RoTE with CET1@13%, 80% weighting: this metric is confirmed as a key measure of the strategic plan and it reflects the core profitability of the Bank in terms of return on tangible equity, thus taking into consideration the efficiency in capital allocation. The CET1@13% is referred to the upper target capital ratio of the UniCredit strategy plan and it operates to keep stable the denominator of the ratio at the target capital level, avoiding distortion in case of capital excess and facilitating comparison across the market. Target level is defined at ca. 11.5% in line with mid-term cost of capital, with specific thresholds to adjust the scoring. The mid-target range has been increased from 10-13% to 11-14% to align more closely with the Bank's pay for performance philosophy. The max target has been updated accordingly to 14-16%.
Sustainability, 20% weighting: the goal is focused in supporting clients' green and social transition, embedding sustainability and Diversity, Equity and inclusion ambitions in UniCredit culture. This goal has also a specific focus on climate-risk, through Net Zero commitments. The goal is qualitatively assessed in a 4-point rating scale, based on specific evidence from current and future ESG and DE&I strategy. Specifically, the current strategy foresees:
ESG business penetration: support our clients in their sustainability journey offering ESG related products and services to ensure a fair share of ESG business over total (lending new production, sustainable bonds, stock of AuM62), starting from Group ESG targets63 and successive updates as per ESG strategy;

⁶¹ In any case in compliance with the maximum regulatory ratio of variable to fixed remuneration.

⁶² Subject to current regulations on ESG Investment Products

⁶³ Defined according to ESG strategy. Current ESG strategy foresees: percentage of ESG lending new production (including Environmental, Social and Sustainability linked lending) on overall medium/long term lending new production: group 2025-27 target set at 15% (yearly % to be achieved);

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DE&I priorities: progress towards gender parity at all levels within an intersectional inclusion framework in line with best market practices; ensure equal pay for equal work, maintaining the achieved immaterial level (around 1%) in non-demographic Gender Pay Gap; expand DE&I efforts and foster corporate Culture and Well-being through dedicated initiatives;
"Net Zero" commitments: progress vs. Net Zero 2030 targets disclosed to the market, related to Oil & Gas, Power Generation, and Commercial Real Estate on which yearly Tier 1 RAF targets are defined and monitored.

On all the above KPIs, also subject to the evolution of ESG regulation, a complete ex-post disclosure will be ensured according to the ESG strategy approved at the time.

2027-2029 Long-Term scorecard

Furthermore, if the threshold for profitability, capital and/or liquidity is not reached, Malus conditions may apply prorata for each year of the long-term performance period.

percentage of Sustainable bonds (for corporates and financial institutions, excluding Sovereign, Supranational and Agency Long Term Credit) on all bonds (For corporates and financial institutions, excluding Sovereign, Supranational and Agency Long Term Credit): group 2025-27 target set at 15% (yearly % to be achieved); percentage of ESG assets under management stock (subject to current regulations on ESG Investment Products) on Total of assets under management stock: group 2025-27 target set at 50% (yearly % to be achieved)

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5.1.5 Payout Structure

As approved by the Board of Directors on February 23, 2026, with reference to payout structure, the Group Material Risk Taker population will be differentiated into four clusters, using a combined approach of position and compensation:

for Group CEO, GEC members and Group Chief Audit Executive (CAE) 6-year deferral schemes are applied, consisting in a payout structure of 7 years in total; a smoother deferral curve is applied in case of Control functions, People & Culture to the absence of additional long-term performance conditions;
for GEC-1 and Group CAE direct reports 5-year deferral schemes are applied, consisting in a payout structure of 6 years in total; a smoother deferral curve is applied in case of Control Functions, People & Culture and Manager in Charge of Drafting the Company's Financial Reports 64 due to the absence of additional long-term performance conditions;
for other Senior Management65 5-year deferral schemes are applied, consisting in a payout structure of 6 years in total; a higher deferral percentage is applied in case of variable remuneration > €430,00066;
for other Material Risk Takers 4-year deferral schemes are applied, consisting in a payout structure of 5 years in total; a higher deferral percentage is applied in case of variable remuneration > €430,000.

The payout of incentives will be done through upfront and deferred instalments, in cash or in UniCredit ordinary shares, over a multi-year period:

for the CEO, GEC members and Group Chief Audit Executive, in 2028 the first instalment of the total incentive will be paid in free UniCredit ordinary shares subject to the evaluation of the individual adherence to compliance and conduct principles67;
for all other Group Material Risk Takers, the first instalment of the total incentive will be paid in cash, in 2027, and free UniCredit ordinary shares, in 2028, subject to the evaluation of the individual adherence to compliance and conduct principles68;
the remaining part of the overall incentive will be paid in cash and/ or free UniCredit ordinary shares
− 2031-2033 for Group CEO and GEC (excluding Control Functions, People & Culture);
− 2029-2033 for GEC belonging to Control Functions and People & Culture and Group CAE;
− 2031-2032 for GEC-1 (excluding Control Functions, People & Culture and Manager in Charge of Drafting the Company's Financial Reports);
− 2029-2032 for GEC-1 belonging to Control Functions and People & Culture, Manager in Charge of Drafting the Company's Financial Reports, Group CAE direct reports and other Senior Management;
− 2029-2031 for other Material Risk Takers;
Each further tranche will be subject to the application of the Zero Factor for the year of reference and in absence of any individual/values compliance breach.
Each share tranche is subject to a 1-year retention period for both upfront and deferred shares, as foreseen by regulation.
Dividends on vested shares during the retention period will be recognized to the beneficiaries.
All instalments are subject to the application of claw-back conditions, as legally enforceable.

⁶⁴ For the Sustainability Reporting Manager, when appointed, applies the relevant scheme according to the reporting level in respect to GEC, however without application of LT additional performance conditions.

⁶⁵ Staff members below GEC-1 which are senior management of the Legal Entities of Group MBU. This includes: Group CEO, Heads of Group Businesses/Divisions, Heads of Group Competence Lines, Group CEO reporting lines and all other Senior Management roles in Group Legal Entities (as defined by Bank of Italy) receiving a significant amount of variable remuneration.

⁶⁶ €430,000 is the lower amount between 10 times the average Bank total compensation and the 25% of total compensation of Italian High Earner as reported by EBA in its Report on high earners for 2022. This threshold is calculated in 2025, and the same amount is confirmed.

⁶⁷ Considering also the severity of any internal/external findings (i.e. Audit, Bank of Italy, Consob and/or analogous local authorities).

⁶⁸ Considering also the severity of any internal/external findings (i.e. Audit, Bank of Italy, Consob and/or analogous local authorities).

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Deferral scheme – "Payout view" i.e. considering 1-year mandatory holding period for shares

Payout view	2027	2028	2029	2030	2031	2032	2033
Group CEO, GEC (excluding Control FunctionsA and People & Culture)		40% shares			20% shares	20% shares	20% shares
GEC belonging to Control FunctionsA , People & Culture and Group CAE		40% shares	12% shares	12% shares	12% shares	12% shares	12% shares
GEC-1 (excluding Control FunctionsA , People & Culture and Manager in Charge of Drafting the Company's Financial Reports) B	20% cash	20% shares			20% shares	20% cash + 20% shares
GEC-1 belonging to Control FunctionsA , People & Culture, Manager in Charge of Drafting the Company's Financial Reports, Group CAE direct reports and Other Senior Managementc with variable remuneration >€430k	20% cash	20% shares	10% shares	10% shares	10% shares	20% cash + 10% shares
Other Senior Managementc with variable remuneration ≤ €430k	25% cash	25% shares	5% cash	10% shares	10% shares	10% cash + 15% shares
Other Material Risk Taker with variable remuneration >€430k	20% cash	20% shares	15% shares	15% cash + 15% shares	15% cash
Other Material Risk Taker with variable remuneration ≤ €430k	30% cash	30% shares	10% shares	10% cash + 10% shares	10% cash

A. Audit, Compliance, Risk Management.

For the Sustainability Reporting Manager, when appointed, applies the relevant scheme according to the reporting level in respect to GEC, however without application of LT additional performance conditions.

At local level, Group Entities may perform calibrations on the length of the deferral schemes and/or the use of financial instruments to be aligned with more restrictive local regulations.

The number of shares to be allocated in the respective instalments shall be calculated on the basis of a share conversion price defined in 2027 considering the arithmetic mean of the official market price of UniCredit ordinary shares in the month prior to the BoD resolution that approves 2026 results.

The Board of Directors assigns free UniCredit ordinary shares that will be freely transferable at the end of the retention period.

For Group Material Risk Takers, the annual variable remuneration has to be deferred if it:

is above €50,000, or
represents more than one third of the total annual remuneration.

Below this threshold no deferral mechanisms will be applied, according to relevant regulatory indications.

The maximum value of the 2026 Group Incentive System for the Group Material Risk Takers receiving UniCredit ordinary shares is approximately €198 mn, equivalent to approximately 0.33% of UniCredit share capital, at the publication date of the document, assuming that all free shares for employees are distributed.

Out of this amount, the estimated portion that could be awarded, exceeding the 1:1 ratio between variable and fixed remuneration, is c. 9% of the overall estimated pool (approx. €18 mn distributed to approx. 90 beneficiaries), equivalent to approximately less than 0.1% of UniCredit share capital, assuming that all free shares for employees are distributed.

The overall number of shares under all other current outstanding Group equity-based plans, at the publication date of the document, equals 1.02% of UniCredit share capital.

B. In UniCredit SpA, for the Head of Chairman, Board & Board's Committees Secretariat Office this scheme applies as well.

C. Including other Material Risk Taker assimilated to Senior Management according with applicable regulations.

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The beneficiaries cannot activate programmes or agreements that specifically protect the value of unavailable financial instruments assigned within the incentive plans. Any form of coverage (hedging) will be considered a violation of compliance rules and imply the consequences set out in the regulations, rules and procedures.

With the goal to respect this provision, Corporate Control Functions perform sample checks on custody and administration internal accounts for Material Risk Takers and require them to communicate the existence towards other intermediaries of custody and administration accounts and their performed transactions and financial investments, if any.

As foreseen by the incentive systems of previous years, also for the 2026 Group Incentive System, in case of termination of the employment relationship, the Employee will lose all rights under the System unless he/she qualifies as a Good Leaver.

Specifically, in the case of a Good Leaver, if the termination occurs during the performance period, the Employee will be entitled to a pro-rata temporis award of the deferrals, subject to the achievement of relevant performance conditions at the end of the performance period and according to the deferred payout scheme and all other terms and conditions under the Rules of the 2026 Group Incentive System. For the purpose of the Rules, a "Good Leaver" is exclusively an Employee who ceases to be an Employee of any Company during the performance period of the System due to the following reasons:

termination of the employment relationship due to any physical impediment including ill-health, injury or permanent disability, as established by applicable laws;
retirement, also in case of agreement with the Company and/or enrolment into early retirement or redundancy plans;
the company employing the Employee ceasing to be a member of the Group;
a transfer of the undertaking, or the part of the undertaking, in which the Employee works to a person or legal entity which is not a member of the Group.

The status of "Good Leaver" may also be granted, taking into account the specific circumstances and the company's interest, within the scope of specific agreements entered into with the beneficiary.

FOCUS

Compliance breach, Malus and Claw-back

The Group reserves the right to activate malus and claw-back mechanisms, namely the reduction/cancellation and the recoupment respectively of any form of variable compensation.

In case of ex-ante risk adjustment, the Malus mechanism (the reduction/cancellation of all or part of the variable remuneration) can be activated on the variable remuneration to be awarded. In addition to the adjustment on the variable remuneration, promotion and merit salary reviews might as well be subject to the compliance breach assessment. In case of ex-post risk adjustment, the Malus mechanism can be applied to the deferred components that have already been awarded and have not yet been paid out, for the year in which the breach occurred. If the outstanding variable remuneration is not sufficiently large to ensure an appropriate malus mechanism, the reduction may be applied also to other variable remuneration components (e.g. deferred component from other years than the year in which the breach occurred or the variable remuneration awarded for the year and not yet paid).

The claw-back mechanism (the return of all or part of the variable remuneration) can be activated on the overall variable remuneration already paid, awarded for the time period during which the breach occurred, unless different provisions by local regulations or more restrictive provisions are in force.

The claw-back mechanisms can be activated up to a period of 5 years after the payment of each instalment, also after the employee's contract termination and/or the end of the appointment and take into account legal, social contributions and fiscal profiles and the time limits prescribed by local regulations and applicable practices.

Malus and claw-back mechanisms may apply in the case of verification of behaviours adopted in the reference period in which the variable remuneration has been accrued (performance period), for which the employee:

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contributed with fraudulent behaviour or gross negligence to the Group incurring significant financial losses, or by his/her conduct had a negative impact on the risk profile or on other regulatory requirements at Group or country/division level;
engaged in misconduct and/or failed to take expected actions which contributed to significant reputational harm to the Group or to the country/division, or which were subject to disciplinary measures by the Authority;
is the subject of disciplinary measures and initiatives envisaged in respect of fraudulent behaviour or characterized by gross negligence during the reference period;
infringed the requirements set out by articles 26 CBA and 53 CBA, where applicable, or the obligations regarding the remuneration and incentive system.

Malus mechanisms are also applied to take into account the performance net of the risks actually assumed or achieved, the performance related to the balance sheet and liquidity situation.

According to the EBA guidelines69 and to further strengthen the governance framework, the key rules of compliance breaches management, as well as their related impact on remuneration components, through the application of both malus and claw-back clauses, are given below.

Specific guidelines about the application of the Malus and Claw-back procedure to be adopted throughout the Group were formalized and provided by the Holding Company to the Legal Entities that apply local adaptations consistent with the overall Group approach and with regulations in the various countries in which the Group operates.

The process is specifically applicable to the Material Risk Takers population, as per regulatory provisions, while general principles are applicable to all individuals within the Group who are beneficiaries of variable remuneration, including external networks and agents, where applicable.

The main elements of the Malus and Claw-back procedure are the following:

breaches identification, based on the roles and responsibilities of the functions involved according to their ordinary activities. The Identification is based both on internal and external sources (e.g. special investigation, disciplinary sanctions, regulatory sanctions);
breaches evaluation, based on the assessment of the breach materiality following a scoring system, from lowest to highest value. The drivers of materiality assessment are:
o gravity of the individual conduct70, including the circumstances of a law violation;
o nature (fraud or gross negligence) of the trigger event;
o repetitiveness of the breach;
o impact on financials;
o seniority of the individual;
o organizational role;
o impact on the Group external reputation (e.g. Cyber Risk, Climate Related issues, etc.);
o other circumstances aggravating or mitigating the reported breach.
In coherence with the score assigned and the reference period of the breach, the impact on the variable remuneration is defined according to two elements:
o perimeter of the variable remuneration (upfront or deferred) that can be reduced/cancelled based on predefined scenarios, according to the breach materiality. In case of heavy breaches, fulfilling certain pre-conditions, the claw-back (return) of already paid variable remuneration may be activated;
o percentage of the variable remuneration that can be reduced/cancelled and/or returned back.
Relevant breaches by Group Material Risk Taker population will be submitted for evaluation and proposal to the Group People & Culture Officer, Group Compliance Officer and Head of Group Reward71. The Chief Audit Executive is also attending the meeting as permanent guest, without voting rights;
decision making process and relevant measure adoption are defined according to the internal HR Delegation of Powers.

⁶⁹ Guidelines on sound remuneration policies, published on July 2, 2021

⁷⁰ As per ESMA Guidelines on certain aspects of the MIFID II remuneration requirements "Ex-post adjustment mechanisms referred to in the previous paragraph should be triggered by relevant events impacting the firm's or relevant persons' compliance with the applicable provisions under MiFID II and its delegated acts aiming at the fair treatment of clients and the quality of services provided to clients."

⁷¹ Or person to be nominated by the Head of Group People & Culture to participate to the meeting.

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For Executive Directors and Executives with Strategic Responsibilities specific contractual provisions are envisaged, that allow the Company to ask for the return, partially or totally, of the variable remuneration components already paid (or retain deferred amounts), defined according to data proved to be manifestly incorrect at a later time and other circumstances which may have been identified by the company.

FOCUS

Incentive System for Financial Advisors performing off-site offering (Consulenti Finanziari abilitati all'offerta fuori sede – OFS) and Agents in financial activities (AAF), other than employees72

> Bonus Pool Funding

The relevant Bonus Pool is funded on non-HR costs and is defined through a self-financing mechanism. It is calculated as the sum of commissions to be paid as "non-recurring" remuneration, based on specific targets assigned to Financial Advisors / AAF (e.g.: percentage on managed net inflows, or on loans granted).

> Entry Conditions

The relevant Bonus Pool for Financial Advisors / AAF is subject to:

Capital and Liquidity conditions set at Group level and applicable to the division in scope (e.g. Italy);
Risk and sustainability adjustments, depending on the "quality of performance" of the division in scope (e.g. Italy), that may revise it downwards. (Adjustments based on Risk Appetite Framework – RAF annual, and Risk Management judgement).

The joint verification of the access conditions results in 2 possible scenarios whereby the bonus pool can be confirmed or reduced to zero. The malus condition (Zero Factor scenario) will apply if the specific metrics on Capital and Liquidity are not achieved (box A). Specifically, the Zero Factor is applied to the Group Material Risk Taker population, whereas for the non-Group Material Risk Taker population, a significant reduction will be applied.

A. In case of issues with capital and/or liquidity requirements at Legal Entity (LE) level, a zero factor scenario in the cascading phase is activated, even if the Entry Conditions at Group level are fully satisfied.

B. The Group variable remuneration policy shall be consistent with the maintenance of a sound capital base, ensuring a margin above the overall capital requirements (levels relevant for the calculation of the maximum distributable amount, MDA) and outcomes of SREP, including the so-called Pillar 2 Guidance (P2G). This implies, for Own Funds ratios, thresholds (based on requirements expected as of 4Q26) above RAF limits: CET1 ratio Transitional ≥ 11.00%; Tier 1 ratio Transitional ≥ 12.88%; Total Capital ratio Transitional ≥ 15.38%; Leverage Ratio Transitional ≥ 3.8%. Thresholds are calculated as max between RAF limit and MDA+P2G (where applicable). C. Liquidity Coverage Ratio: it aims to ensure that the bank maintains an adequate level of not restricted "High Quality Liquid Assets" in a sufficient quantity to cover the overall 'Net Cash Outflows', over a period of thirty days, under gravely stressed conditions specified by Supervisors.

⁷² For personnel with a hybrid contract, non‑recurring remuneration is regulated pursuant this paragraph.

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D. Net Stable Funding Ratio: it is defined as the ratio between the "available amount of stable funding" and the "required amount of stable funding" that are calculated applying defined weighting factors to on and off-balance sheet items. It measures, under a long-term perspective, the balance in the distribution of assets and liabilities on the time horizon.

E. For Executive & Material Risk Takers population. In any case, the Board of Directors can provide the CEO the possibility to allocate a separate and discretionary pool, subject to local relevant governance bodies' decision, eventually including positive feedback from ECB, if required (e.g. in a scenario of CET1r < threshold, in a context of a capital contingency plan defined with ECB). No retention bonuses will be awarded for Executive Directors. For other employees, a significant reduction will be applied.

>Individual allocation

Individual allocation will be based on a managerial appraisal, which takes into account the results of a specific scorecard, the overall individual performance appraisal.

Furthermore, access to the variable remuneration will be in line with the applicable regulatory requirements (circ. 285 and Disposizioni di Trasparenza Bankit) and will be subject to the completion of specific compliance gates, defined in the relevant Incentive System for the Financial Advisors / AAF, in force (eg. Mandatory training, KYC, etc.), including malus & claw back clauses (for a complete overview on the latter please refer to paragraph 5.1.5).

Without prejudice to all the regulatory provisions applicable to the Group Material Risk Taker population (among others: the deferral threshold, malus & claw-back clauses, etc.) described in the preceding paragraphs, for the Financial Advisors / AAF identified as GMRTs, the payment of the variable component of remuneration shall take place over a multi-year period and shall be made through immediate and deferred tranches, in cash and in financial instruments. The applicable deferral scheme will be set in line with those envisaged for Group Material Risk Taker personnel, as described in paragraph 5.1.5.

Finally, it should be noted that the severance of agents, where due, shall be calculated in accordance with the predefined formula under art. 1751 of the Civil Code (which shall therefore be intended as "predefined formula", in accordance with Circular 285, for the severance of agents classified as material risk takers). The status of "Good Leaver" may possibly be granted, taking into account the specific circumstances and the company's interest, within the scope of specific agreements entered into with the beneficiary.

For external collaborators other than OFS/AAF, if any, the granting of forms of variable remuneration may be considered, to be defined in line with the principles of the remuneration policy (e.g., pay-for-performance) and by analogy — and to the extent permitted by the nature of the relationship — with what is established for employees, including the application of the more detailed rules provided for material risk takers, where applicable.

5.2 Performance Management framework

5.2.1 The Framework

The Group Incentive System, described in paragraph 5.1, is supported by the annual performance management process assuring coherence, consistency, and clarity of performance objectives and behavioural expectation aligned with business strategy. The setting of the annual objectives (known as Goal Setting) is the initial phase of this process and is supported by a structured framework that includes a catalogue of performance indicators (the "KPI Bluebook") annually reviewed by relevant group key functions (e.g. People & Culture, Finance, Risk Management, Group Strategy & ESG) and guidelines. The framework is in line with regulatory provisions and Group standards as verified by Compliance and it is related to:

the selection of goals based on year-to-year priorities defined by business/perimeter and the assignment of individual goals customized on the single position;
the indication of measurable goals, both qualitative and quantitative. In case of customized goals, clear and pre-defined parameter for future evaluation performance shall be set and made transparent;
the adequate mix of financial and non-financial goals, taking into account the single role's specificities;
the use of risk-adjusted/related goals (e.g. at least one KPI in the goals card);
the use of sustainability goals for value creation over time (e.g. about half of the goals shall be related to long-term value creation);

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the link with ESG and Diversity, Equity & Inclusion ("DE&I") strategies (e.g. at least one ESG KPI for all GMRT with a particular focus on DE&I KPIs for staff reporting to GEC and their direct reporting line). For selected individuals (see chapter 5.1.4) ESG goal is included as additional long term condition;
the use of goals related to business, corporate values, conduct and compliance/risk culture, with a focus on:
o being a role model for Group culture, values and purpose;
o setting the proper Tone from the Top and from the Middle on Compliance culture and Risk mindfulness.;
the selection of goals for the Control Functions, in order to ensure their independence73 (e.g. avoid KPIs linked to profitability results, use KPIs independent of results of monitored areas to avoid conflict of interests);
the selection of goals, defined in a perspective of avoidance of conflicts of interest with customers, particularly for Commercial/ Network roles;
the inclusion of appropriate credit quality metrics and KPIs in line with the institution's credit risk appetite, for staff engaged in credit granting, credit administration and monitoring;
the selection of goals for staff assigned to two or more positions (i.e., "double-hat") balanced and respectful of the independence of each position, to avoid any conflict of interest.

The KPI Bluebook includes KPIs among which:

Financial and non-financial goals included into the KPI Bluebook are mapped into clusters, as illustrated in the picture above, to help identifying the most relevant standardized KPIs: they are also categorised based on being riskadjusted/related or on sustainability drivers. Sustainability KPIs and ESG related KPIs are the goals that meet current needs without compromising the ability of the Company to generate profit in the future and which have an impact on the creation of medium/long-term value for one or more stakeholders.

⁷³ Including roles in Finance covering also Financial Statements preparation (i.e. Manager in Charge), where possible economic measures have to be chosen in a conflict-avoidance perspective.

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In general, the KPI Bluebook, in addition to being the reference catalogue for the assignment of objectives within the Group Incentive System, can also be applied to the assignment of annual objectives for all Group personnel.

5.2.2 2026 Goal Setting Framework

The annual objectives are defined starting from the business strategy and in compliance with the KPI framework described above.

The process starts with the definition of the objectives for Top Management, which serves as a starting point for the cascading of objectives to lower levels, where applicable.

The 2026 CEO scorecard is confirmed around the key pillars of UniCredit strategy, both for financial KPIs (Net Revenues, Costs, Cost/income, Organic capital generation, Net Profit - weighting together 80% of the scorecard) and non-financial goals (company culture, risk & compliance mindfulness, Industrial transformation and business development - weighting 20% of the scorecard).

The KPIs of the scorecard are confirmed, together with the pay levels and the payout curve featured by a higher gradient to reward out-performance, with a steeper downward curve closer to threshold.

2026 CEO Scorecard

Tot. score (0-120 pts)^B As weighted average of Financial and Non-Financial

A. Stated net profit adjusted for impacts from DTAs tax loss carry forward resulting from sustainability test B. The Board of Directors, informed by the opinion of the Remuneration Committee, may also make adjustments to the formulaic outcome of the system to reflect one-off exceptional events (e.g. M&A corporate transactions, geopolitical events, material risk events), potential changes in the laws or regulatory / tax framework, to more closely align the outcome to the Board's view on overall financial performance based on all relevant metrics (taking a holistic review considering also relative performance vs competitors, unexpected evolution of the macro environment) and/or the wider stakeholder experience (e.g. shareholder experience measured through Total Shareholder Return, customer experience measured by Net Promoter Score and/or other relevant metrics), thereby ensuring a balanced, fair and sound performance review.

Furthermore, all the 2026 targets have been set at a materially higher level vis-à-vis 2025 targets, at an unchanged remuneration and pay curve. For example:

+€1.2 bn year/year on net profit target at 100 pts (from € 9 bn to € 10.2 bn) to achieve on-target bonus for this element (i.e. 70% of max bonus and 70% of actual 2025 bonus);
+€1.2 bn year/year on net profit max target at 120 pts (from €9.9 bn to €11.1 bn) to achieve maximum bonus for this element (i.e. the same bonus of 2025, with +€500 mn of net profit to be delivered vs. 2025 results, above 2026 consensus and ambition).
To uphold the principle of sustainable results, we have set threshold targets at a level equivalent to RoTE of more than 16%, still higher than most of our peers.

^* Linear continuum

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The choice of the specific KPIs, fully confirmed versus previous years scorecards, has been made in alignment with the strategic plan and supported with specific rationales:

− Net Revenues: optimization of the risk-return curve sustaining business growth driven by fees, capital light and revenue that delivers profitability above the cost of equity, while maintaining risk discipline and a stable cost of risk;
− Costs (Cost/Income & Opex): delivery of lower absolute cost base while improving operational efficiency through process simplification, digitalization, and operating model transformation;
− Net Profit: another key measure of the strategic plan, reflecting the profitability of the Bank.
− Organic Capital generation: strengthening of the Bank's capital position through a healthy organic capital generation leveraging on net profit growth and RWA optimization as well as active portfolio management.

Each financial KPI is assessed quantitatively (Result vs Target), considering specific range and thresholds defined for each KPI. The score of each KPI can move in a 0-120 points rating scale, as follows:

is zeroed if achievement is below lower threshold;
is calculated in linear continuum between the intermediate thresholds;
is capped (120pts) if it is higher than the upper threshold.

On the non-financial section Winning, the right way, together has been confirmed as a fundamental goal, since Culture is a key driver of UniCredit Plan. This goal aims at fostering corporate values and expected conduct and behaviors aligned with corporate culture, with a balanced approach across sustainable growth and risk management for all stakeholders.

It is based on a qualitative assessment (on a 4-point rating scale), with a focus on:

360° feedback: results of 360° behavioral assessment based on corporate values adherence
Company culture: number and quality of culture related events/activities, roadshows, learnings and workshops in holding functions and legal entities to spread UniCredit culture across the countries;
Compliance and Risk: nr of employees involved in initiatives to set the tone on compliance culture and risk mindfulness (e.g. Mandatory Training, Risk University, impact of Tone from the top, Tone from the middle initiatives);

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Industrial KPIs achievements on business operating model transformation with focus on clients (e.g. customer experience NPS, net revenues per client) and digitization (e.g. remote sales index);
Business development: effectiveness of inorganic options strictly based on financial and strategic criteria.

The CEO scorecard is the back-bone for the goals' cascading throughout the organization. Below is the illustrative structure of the objectives for the rest of the top management.

Overview on 2026 Goal Setting for Executives with Strategic Responsibilities (illustrative)

Note: all KPIs are referred to Group and own perimeter as specified in detailed scorecards

A. For Digital & Operation direct costs as TCO of own perimeter, for Group People & Culture Officer as Group Staff Expenses

B. For Chief Audit Executive: including "Internal Audit independence and governance"

C. Also included: Manager in charge of drafting the Company's financial reports and Sustainability Reporting Manager, when appointed.

The financial section is weighted differently depending on the role and, in compliance with regulations, for the Corporate Control Functions includes objectives not related to profitability. Financial goals are evaluated in a deterministic way based on a quantitative assessment as described above.

Goals within the non-financial section are assessed on a qualitative 4-point rating scale.

Within the non-financial section (Strategic Priorities & Culture) a specific Goal "Winning, The Right Way, Together" is mandatory for all the executives and it is related to Corporate values, conduct and compliance/risk culture, with a focus on Group culture, values and purpose and Tone from the Top and Tone from the Middle on Compliance culture and Risk mindfulness.

Additionally, to support UniCredit's commitment to ESG targets and DE&I priorities specific "Sustainability" goals have been assigned to Executives with strategic responsibilities, which can also be assigned to lower levels in order to support clients' green and social transition, embedding sustainability in UniCredit culture, valuing people diversity and promoting equity & inclusion. For selected Executives with strategic responsibilities (see chapter 5.1.4) "Sustainability" goal is included as an additional long-term condition.

Finally, for Executives with strategic responsibilities an annual objective for the implementation of UniCredit strategy is defined, customized on the specific role and with reference to specific strategic initiatives and projects aimed for example to the accelerate quality top line growth and intensify transformation supported by investments in technology, data and AI. These goals are calibrated and cascaded across the managerial chains.

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Section II

Remuneration Report

1. Introduction

2. Governance

2.1 Report on the Remuneration Committee

2.2 Role of Corporate Control Functions and other relevant functions

3. Remuneration Processes and Outcomes

3.1 2025 Incentive System implementation and outcomes

3.2 2025 fixed and variable compensation for the Chief Executive Officer

3.3 Group Long-Term Incentive Plans status Update
3.4 Group Material Risk Takers identification process outcomes

4. 2025 Remuneration Data

4.1 Compensation to members of the corporate bodies charged with strategic supervision and control functions and Executives with Strategic Responsibilities
4.2 Granular Remuneration Data

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1. Introduction

The Remuneration Report discloses all relevant Group compensation-related information and methodologies with the aim of increasing stakeholders' awareness of the compensation, practices and outcomes in UniCredit, demonstrating their coherence with the business strategy and performance and the sustainability over time, responsible remuneration and sound risk management.

The report provides ex post information on 2025 outcomes, covering both the Group Material Risk Taker population and corporate bodies' members. Remuneration solutions implemented in 2025 provided for:

compliance of incentive structures with all relevant regulations, including deferred and equity incentives based on financial instruments;
comprehensive performance measurement to foster sound behaviours aligned with the management of different types of risk.

The disclosure provided within the Remuneration Report considers:

alignment to the national and international regulatory provisions in force;
continuous monitoring of market trends and practices, supported by Deloitte, as external advisor of the Remuneration Committee as well as other national and European Banking Associations;
annual engagement process with international investors and proxy advisors.

The activities performed in 2025 from a compensation standpoint are in line with the 2025 Group Remuneration Policy, which was built based on the relevant national and international regulatory framework, as made available along the years, among which:

on January 1, 2014 the Capital Requirements Directive (CRD IV) was implemented, providing a cap on variable remuneration for Material Risk Takers and requesting local regulators to issue regulations for local implementation;
on March 4, 2014 the European Commission issued the Delegated Regulation (EU) 604/2014 with regard to regulatory technical standards (RTS) to identify the Material Risk Taker population;
on March 19, 2019 Bank of Italy issued the provisions on "Transparency of banking and financial transactions and services – Fairness of relations between intermediaries and clients";
on December 10, 2020 Consob Issuers Regulation Nr. 11971 was updated under resolution no. 21623 to transpose the Directive (EU) 2017/828 (Shareholders Rights Directive II) requirements of May 17, 2017 already implemented in the legal system with the Legislative Decree no. 49 of May 10, 2019;
on March 2021 the Commission Delegated Regulation (EU) 2021/923 on the criteria to identify Material Risk Takers;
on July 2, 2021 EBA published an updated version of the document "Guidelines on sound remuneration policies"74;
on November 24, 2021 Bank of Italy published the 37th update to Circular 285 on remuneration and incentive matters.

In 2025, consistent with the past, UniCredit interacted with the Remuneration Committee's external advisor which provided:

recommendations on remuneration based on specific benchmarking analysis versus our defined peer group to inform any decision, also related to executives of the Group;
analysis of emerging trends in market compensation practices;

⁷⁴ Guidelines on sound remuneration policies under Article 74(3) and 75(2) of Directive 2013/36/EU and disclosures under Article 450 of Regulation (EU) No 575/2013.

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with the goal of improving Group policies and practices.

In 2025 and in the first months of 2026, UniCredit continued its annual structured dialogue with international investors and proxy advisors, as well as national and European Banking Associations, receiving valuable feedback on the compensation approach and specific inputs for an effective compensation disclosure, considering Italian and international standards.

Moreover, to be noted the positive feedback gathered during the shareholders' General Meeting held on March 27, 2025 on the Remuneration Report on 2024, with an approval percentage of c. 66%.

UniCredit also interacted with Regulators to properly consider issued recommendations.

The Remuneration Report, a document providing complete and comprehensive information on compensation, includes also this year details referring to:

the activity of the Remuneration Committee and the corporate functions involvement in the compensation processes;
the remuneration processes and outcomes, including the implementation and outcome of the 2025 Group Incentive System, with specific details on the CEO compensation for 2025;
a status update on the Group Long Term Incentive Plans;
the summary outcome and statistics of the Group Material Risk Takers identification process;
Remuneration data for the members of Administrative and Auditing bodies, General Managers and Executives with Strategic Responsibilities as well as broader remuneration data as required according to Pillar 3 disclosures.

In particular, data pursuant to sect. 84-quater Consob Issuers Regulation Nr. 11971, Compensation Report-Section II (last modified under resolution no. 21623 of December 10, 2020), as well as the information on incentive systems under 114-bis75 are included in the attachments to the 2026 Group Remuneration Policy and Report, published on UniCredit website, in the section dedicated to the Shareholders' Meeting.

Unless expressly specified otherwise, the information contained in this section refers to the approval date of the document.

⁷⁵ Legislative decree no. 58 of February 24, 1998 as well as to the provisions of the issuer "Regulations" adopted by CONSOB with resolution no. 11971 of May 14, 1999 regarding the information to be disclosed to the market in relation to the granting of awarding plans based on financial instruments.

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2. Governance

2.1 Report on the Remuneration Committee

› Description of the Remuneration Committee

The Remuneration Committee performs a fundamental role in supporting to the Board in its oversight of the Group Remuneration Policy, and in the design of incentive plans. As established in the UniCredit Board and Board Committees Regulation with regards to the composition of the Board committees, the Committee consists of three non-executive members. The Committee's tasks are coordinated by the Chair chosen from among its independent members, who exercises all necessary powers for the proper functioning of the Committee.

At the date of approval of this document, the Remuneration Committee is composed of Directors Mr. António Domingues (Chair), Ms. Paola Bergamaschi, and Ms. Maria Pierdicchi.

All members of the Committee comply with the independence requirements provided under the Italian Legislative Decree no. 58/1998 and the Italian Civil Code, the Decree issued by the Ministry of Economics and Finance no. 169/2020, as well as the Italian Corporate Governance Code (representing 100% independent membership).

Further details on the independence of the members of the Committee are provided later in this report.

During the year, the members of the senior management team, and among–them - as per Bank of Italy request - the Heads of the Corporate Control Functions (e.g. Head of Group Risk Management – Group CRO), attended Committee's meetings with regard to the topics specified in the dedicated table. Moreover, the Head of Group People & Culture always attended the meetings of the Committee as guest.

The Remuneration Committee - in performing its duties - has made use of the information received from the competent corporate functions thanks to the support and collaboration of the heads of the corporate structures.

During the year, the spending requirements of the Committee were met by a specific budget. In particular, in 2025, by means of this budget, the Remuneration Committee availed itself of the services of an external independent advisor, to support the Remuneration Committee's decision-making process. The service was provided by Deloitte, external independent advisor, which provides advice on compensation practices and trends, as well as up-to-date remuneration benchmarking studies.

The absence of situations/relationships that could compromise the autonomy (independence) of the consultant has been assessed in advance.

Deloitte has collaborated with the Committee since the fourth quarter of 2024. During its mandate, the external advisors' representatives were invited to attend the meetings of the Committee, providing their independent opinion to the Remuneration Committee on the various topics on the Agenda.

The Chair of the Remuneration Committee reported the Board of Directors, at the first available meeting, on the activities carried out during the Committee meetings, as well as whenever was requested to do so by the Board of Directors or by applicable laws and regulations, with the support of specific documentation, in order to ensure the timeliness, effectiveness and richness of information provided. The Chair also reported to the Board of Directors the opinions that the Committee he chairs provided pursuant to laws and regulations.

The following table summarizes the composition of the Committee in 2025 and, in addition to the information on the independence of the Committee members, provides details regarding their attendance of the meetings that have been called during the year.

Further details are reported in the Report on corporate governance and ownership structure published on the UniCredit website.

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› Activities of the Committee 2025

In 2025 the Remuneration Committee met 9 times. The meetings had an average duration of about one hour and fifty minutes.

From January 2026 to February 23, 2026, 4 meetings of the Committee have been held and it is expected that the Committee will meet 7 times in total during the year.

Each meeting of the Remuneration Committee is placed on record by the Secretary designated by the Committee itself.

During 2025, officers of the following additional corporate functions participated in the work of the Committee with respect to relevant issues that were placed on the agenda from time to time:

Group Risk Management: in 1 meeting;
Group Finance: in 2 meetings.

Remuneration Committee (period 01/01/2025 - 31/12/2025)

MEMBERS IN OFFICEA	Office covered	Nr. of attended meetings in 2025	% of participation
António Domingues	Chairman of the Remuneration Committee Non-executive and independent as per Code, TUB and TUF	9	100%
Paola Bergamaschi	Member of the Remuneration Committee Non-executive and independent as per Code, TUB and TUF	9	100%
Maria Pierdicchi	Member of the Remuneration Committee Non-executive and independent as per Code, TUB and TUF	9	100%

A. Office held since April 12, 2024

The key activities of the Remuneration Committee in 2025 are represented in the following chart:

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Key activities of the Remuneration Committee in 2025

	Topic	January (2 meetings)	February (2 meetings)	March	May	June	November	December
	Group Short Term Incentive System		2025 Group Incentive System [BoD+AGM]
Strategy, Policy and Governance	Group Policies – new / update	Remuneration evolution	Remuneration evolution [BoD] 2025 Remuneration Policy and Report [BoD+AGM]		Share ownership guidelines		Gender Neutral Remuneration Policy [BoD] 2026 Remuneration updates	2026 Remuneration updates
	Local adaptation						Local adaptations to 2025 Group Policies
	Annual compensation decisions		2024 Bonus pool distribution & execution of previous years' plans - including approval of capital increase related to previous years' incentive plans [CRO+CFO+BoD]				2025 Bonus pool distribution	Delegation for Capital Increase for 2027 annual share based installments [BoD+AGM]
	Identification of group identified staff (MRTs)					2025 Group Material Risk Takers identification process [BoD]
Annual compensation review and decisions	Compensation for Executives		2024 performance assessment and bonus payout for the CEO [BoD] 2024 performance assessment, bonus payout and 2025 Compensation review for ESRs [BoD]	Remuneration package for an ESR [BoD]	CEO stock salary [BoD]	Remuneration package for ESRs in Corporate Control Functions [BoD]	2024 Bonus payout and 2025 salary review outcomes
	Goal setting	2025 Goal Setting for CEO and ESRs [CFO]	Information on 2024 GMRT payout [BoD] 2025 Goal Setting for CEO and ESRs [BoD]
	Severance payments		Information on 2024 severance payments [BoD]
provided by the Benchmarking Independent external Advisor	Market trends / Compensation for the Top Management	Peer Group review Market Practices on CEO Pay curve [independent advisor]			Benchmarking on Market Compensation Practices [independent advisor]			Market practices and regulatory update [independent advisor]
Other	Other		Remuneration of the Sustainability Reporting Manager		Remuneration of the members of a Board Committee [BoD]		Remuneration Committee Advisor

BoD: Submitted to the BoD | AGM: submitted to the AGM | CRO - CFO: Participation of other Group Functions

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2.2 Role of Corporate Control Functions and other relevant functions

In 2025, the Compliance function:

Evaluated, by issuing a preventive opinion, the conformity of the Group Remuneration Policy and Report with the regulations, the Articles of Association, the Group Code of Ethics and the Code of Conduct;
Verified that the identification of Group Material Risk Takers and the guidelines for the incentive system for the Non-Material Risk Taker population were consistent with the criteria established by the remuneration and incentive policies;
Contributed to the definition of Compliance KPIs, within the KPI Bluebook, with the aim of promoting appropriate behaviour towards compliance risk-taking.

In 2025, to ensure the link between compensation and risk, the Group Risk Management function was involved:

In the identification of Material Risk Takers, according to risk criteria;
In supporting the definition/updating of KPIs and thresholds of Group Incentive System entry conditions;
In the assessment of the risk adjustment multiplier to be applied to the Bonus pool as part of overall Group Remuneration framework;
In the definition of KPIs, part of the KPI Bluebook, identified as risk-related with the aim of promoting appropriate risk taking behaviors;

so that incentives in taking risk are appropriately counterbalanced by incentives in managing risk.

Additionally, the Head of Group Risk Management was invited to attend Remuneration Committee meetings to ensure that incentive schemes are appropriately updated to take into account all of the risks that the Bank has taken on, pursuant to methodologies in compliance with those adopted by the Bank in managing risk for regulatory and internal purposes.

Group Finance contributed to 2025 compensation processes mainly through:

The definition of the Financial KPIs adopted for Group Incentive System entry conditions, bonus pool funding KPIs and performance Scorecard KPIs for the Group Material Risk Taker population;
The provision of the relevant budget, forecast and actual data in Group Planning area of competence.

Furthermore, the Chief Financial Officer attended the Remuneration Committee meetings to present company performance, which determines the size of the bonus pool.

In particular, the Board of Directors and Remuneration Committee draw upon the input of involved functions to define the link between profitability, risk and reward within Group incentive systems.

Internal Audit Report on Group Remuneration Policies and procedures

Group Audit Department performed the annual audit on the Group remuneration policies and practices, according to Bank of Italy and EBA Guidelines76, aimed at verifying the design and implementation of the remuneration process. Internal Audit's "Mostly Adequate" evaluation was driven by the correct application at Group level of the Incentive System, including the ratification of decisions adopted by UniCredit's Remuneration Committee and Board of Directors. Internal Audit verified the overall correct implementation of 2025 Group Remuneration Policy and the application of Group Incentive System rules to Group Material Risk Takers. In particular, Internal Audit verified, on a sample basis, the adequacy of specific aspects of the 2025 remuneration process such as Group Material Risk Takers identification, goal setting, bonus pool calculation and cascading. Severances paid in 2025 were in line with the Group Termination Payments Policy and severance guidelines and followed relevant escalation processes. The Employee Share Ownership Program (U Share) was also verified. In addition, Internal Audit verified the procedures to comply with caps of the ratio between variable and fixed components of remuneration, performance appraisal, as well as the payment and deferral phase of the previous year incentive system.

Main audit results were presented to the Remuneration Committee on 16 February 2026.

⁷⁶ Bank of Italy Circular 285 on "Policies and practices on remuneration and incentive" last available update and EBA "Guidelines on sound remuneration policies".

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3. Remuneration Processes and Outcomes

3.1 2025 Incentive System implementation and outcomes

The 2025 Group Incentive System, approved by the UniCredit Board of Directors on February 20, 2025, provided for a 'bonus pool' approach that directly links bonuses with company results at Group and country/division level and ensures a strong connection between profitability, risk and reward.

Such a system, implemented within the framework of the policy and governance, provides for the allocation of a performance related bonus in cash and/or free ordinary shares over up to seven years (including the performance year). UniCredit's annual incentive system is designed to align the interests of shareholders and management and to reward for performance.

The 2025 Budget Bonus Pool was approved in February 2025, as part of the annual Group Incentive System. The actual 2025 Bonus Pool was defined and approved at Group level and then cascaded at divisional level, consistently with segment reporting disclosure based on the actual divisional performance adjusted taking into account quality and risk indicators as well as the cost of capital.

› 2025 Entry Conditions at group and local level

In order to align to regulatory requirements, specific indicators measuring annual profitability, capital and liquidity results were set at both local and Group level as Entry Conditions.

In particular, risk metrics and thresholds for the 2025 Group Incentive System as defined within the Entry Conditions - that confirm, reduce or cancel upfront and deferred payouts - included:

• Profitability:

o Operating EVA defined as Net Operating Profit Cost of Capital. Cost of Capital defined as the average Allocated Capital multiplied by the Cost of Equity (Ke) plus the additional Tier1 corrective factor) adjusted for AT1, excess of capital and cash charges;
o Net Profit to measure profitability. Stated net profit adjusted for impacts from DTAs tax loss carry forward resulting from sustainability test.

• Capital:

o Own Funds and Leverage ratios: The Group variable remuneration policy shall be consistent with the maintenance of a sound capital base, ensuring a margin above the overall capital requirements (levels relevant for the calculation of the maximum distributable amount, MDA) and outcomes of SREP, including the so-called Pillar 2 Guidance (P2G). This implies, for Own Funds ratios, thresholds (based on requirements expected as 4Q25) above RAF limits: CET1 ratio Transitional ≥ 11.46%; Tier 1 ratio Transitional ≥ 13,33%; Total Capital ratio Transitional ≥ 15,83%; Leverage Ratio Transitional ≥ 3,8%. Thresholds are calculated as max between RAF limit and MDA+P2G (where applicable).

• Liquidity:

o Liquidity Coverage Ratio: it aims to ensure that the bank maintains an adequate level of not restricted "High Quality Liquid Assets" in a sufficient quantity to cover the overall 'Net Cash Outflows', over a period of thirty days, under gravely stressed conditions specified by Supervisors;
o Net Stable Funding Ratio: it is defined as the ratio between the "available amount of stable funding" and the "required amount of stable funding" that are calculated applying defined weighting factors to on and off-balance sheet items. It measures, under a long-term perspective, the balance in the distribution of assets and liabilities on the time horizon.

According to the actual results, approved by the Board of Directors on February 8, 2026, the relevant Entry Conditions have been achieved as reported in the picture below.

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> 2025 Bonus Pool funding

As a consequence of the positive Entry Conditions assessment, the Group bonus pool is in the fully open scenario (scenario C).

The 2025 Group Incentive System rules therefore have been applied.

The bonus pool dimension is based on the actual risk-adjusted profitability (2025 actual Operating EVA pre-bonus) multiplied by the bonus pool funding rate as defined in the budgeting phase (ratio between 2025 Bonus Pool Budget and 2025 Operating EVA pre-bonus Budget). This calculation determined the so called "theoretical bonus pool" (up to € 636 mn) that has been the key reference for bonus pool definition.

The Risk Management assessment based on RAF was good, with a positive "multiplier" (+20%) on the "theoretical bonus pool", which anyhow has not been used since the theoretical bonus pool generation driven by Operating EVA results was sufficient to match the bonus pool proposed size.

In this context, the Remuneration Committee resolved to submit to the Board of Directors' approval a maximum bonus pool amount up to € 630 mn grounded on performance results. In particular, the proposal submitted to the Board resulted in a total bonus pool amount which was lower than the total theoretical value (depending on the funding KPI which was extremely positive vs. the budget), calibrated considering broader context, the effective application of pay for performance and cost affordability. Among the criteria used to define the bonus pool size, it is worth mentioning: i. the assessment of the quality of the performance by breaking down Operating EVA into the most relevant business drivers (NII, fees, costs, LLPs, cost of capital) assessed internally (both YoY and vs budget) and also externally (vs European peers); ii. the analysis of bonus per capita trend, used as driver to ensure the proper reward at the right cost.

> Bonus pool distribution

The results of the above-mentioned steps, led to the distribution of the bonus pool for the Group Material Risk Taker population (853 individuals in 2025), with a positive trend year-on-year of the average bonus per-capita (c. $\leq$ 180 k, increasing by c. +15% year on year on average), consistent with the company performance in terms of Operating EVA.

For 2025, the UniCredit Board of Directors took into consideration the Remuneration Committee's proposals and regulatory guidelines regarding variable remuneration. The assessment related to remuneration decisions, as in previous years, has been supported by a strict Group governance process in order to guarantee consistency and transparency towards all parties involved in the decision-making process.

The total amount of variable compensation for Group Material Risk Takers, detailed in paragraph 4.2, is sustainable given the bank's financial position and does not limit the bank's ability to hold an adequate level of capital and liquidity.

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2025 Bonus funding and distribution

Details>>

For further details on the execution of the 2025 Group Incentive System and the deferrals of previous years' Plans, refer to Paragraph 4.2 and to the attachment to 2026 Group Remuneration Policy and Report, published on the UniCredit website, in the section dedicated to the 2026 Shareholder's Meeting.

The Individual allocation of the bonus for the Group Material Risk Taker population is set out below and testifies the consistency and correlation of the bonus outcomes with the performance appraisals, the achievement of goals and the 360-assessment based on company values.

With reference to the 2025 Group Incentive System, upon the assessment of the achievement level for goals defined for 2025 and subsequent governance step in the Board of February 8, 2026, the allocation of c. 1.2 mn UniCredit ordinary shares was promised to ca. 500 Group Material Risk Takers to be distributed in 2027, 2028, 2029, 2030, 2031 and 2032. The actual allocation of the deferred installments is subject to the application of the Zero Factor scenario for 2026, 2027, 2028, 2029 and 2030 respectively. Therefore, the 2025 Group Incentive System impact would be equivalent to less than 0.1% of UniCredit share capital, assuming the achievement of Group performance thresholds without the application of the Zero Factor scenario.

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› Execution of previous years' plans

With reference to previous years Plans, the Board of Directors resolved to proceed with the payments of the outstanding deferrals for the cash instalments, due in 2026, and for the equity instalments due in 2027, after the mandatory 1-year holding period (deferred under the 2020, 2021, 2022, 2023, 2024 Plans and 2020-23 LTI Plan and from severance payments relating to the 2021, 2022, 2023, 2024 and 2025 Plans).

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Severance Payments – Calibrations and exceptions

As provided by the Group Termination Payments Policy (Severance Policy), starting from its approval by the 2021 Annual General Meeting, some calibrations, submitted to the Holding by non-Italian Group Legal Entities, were approved.

Most of the calibrations aim at ensuring the compliance with regulatory requirements, laws and practices of the local markets and, additionally to formal amendments, were related to the:

exclusion from the Severance Policy field of applicability of some categories/typologies of payments, being not discretionarily defined by laws and labor contracts;
possibility not to apply deferral mechanisms and/or malus and claw-back clauses if not envisaged by local regulations or inconsistent with local labor laws.

With reference to Austria, in connection to the so called "protected" contracts ("Definitivum"), which cannot be unilaterally terminated by the Company before retirement, as provided by the Severance Policy paragraph 4.1.2, the maximum limit for severance payments has been raised from 24 to 36 months of total compensation.

For Germany, which is characterized by a particularly protective legislation also with regard to Executives, a calibration proposal was approved in compliance with paragraph 4.1.1 of the Severance Policy, allowing for the notice to be paid on top to the general limit of 24 month and - in exceptional cases and with a particular governance - to also increase the maximum number of months to 36 or 48, depending on the circumstances. In consideration of this context, a change in the formula calculating the severance and the provision that the formula does not apply to the severance considered privileged based on local regulatory legislation was also approved.

None of the local calibrations and exceptions have an impact on the Executives with Strategic Responsibilities, except the Head of Germany who has a German employment contract.

During 2025, all severance payments were managed in line with the approved governance and all 32 Executives 77 cases were managed in total consistency with the approved Policy.

For other details on severance payments defined in 2025 for Group Material Risk Takers refer to paragraph 4.2.

⁷⁷ In this context, Executives are the employees with hierarchical level equal or higher GEC-2.

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3.2 2025 fixed and variable compensation for the Chief Executive Officer

As disclosed in the 2025 Remuneration Policy, the CEO's compensation package for 2025 provides for a base salary of € 4.15 mn, € 1.7 mn other fixed⁷⁸ and a target variable remuneration of € 8.3 mn at targets performance achievement, with headroom to reward overperformance up to a maximum variable remuneration of €11.8 mn.

The assessment of the performance achievements vs. KPIs and targets, as reported in the 2025 CEO scorecard disclosed in the 2025 Remuneration Policy, shows results exceeding the 2025 targets, more specifically:

the financial KPIs (80% weighting of the scorecard) reached an overall score of 132 pts, capped at 120 pts;

Result

the non-financial goals (20% weighting of the scorecard) reached 120 pts;

bringing the overall CEO performance scorecard to 130 pts, capped at 120 pts

The detailed outcomes of the 2025 CEO scorecard, both on actual results for financial KPIs and qualitative goals achievements, are reported below.

2025 CEO scorecard: Results and payout

A. Linear continuum B. Formulaic weighted average C. Stated net profit adjusted for impacts from DTAs tax loss carry forward resulting from sustainability test

^78 Such amount includes benefits, pension fund contribution, TFR accruals and social security mandatory under national law.

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To further support the qualitative assessment of the "Winning the right way together" goal, the Board of Directors have also evaluated the following elements and achievements.

360-feedback inspired by values

CEO 360-assessment: overall outcome on the 3 values at 3.0 in the 1-4 rating scale (higher than the average score of 2.8 achieved by the overall eligible population)
360-feedback applied to ca 1k executives with ca 6k respondents
Relative overall performance assessment also based on 360 results as key elements for evaluating the adherence of behaviors to Values on upon CEO's input

Group culture transformation journey

CEO as the key sponsor and promoter at GEC level of some initiative across the Group:

2025 Culture Day: CEO directly involved in the Group event, c.8k colleagues joined the event in live streaming and in person
18 Culture & Strategy Roadshows in 2025: c. 23k colleagues participated; visiting 11 countries and 7 regions in Italy with the presence by Group CEO and top management
Though Idea Collection initiative collected c. 1.7k ideas from colleagues across all countries
Culture network: expanding, over 1.5k colleagues across the Group
7 trainings delivered to the extended Culture Network to empower them further in Culture transformation
1,000+ Employee Networks active members across the Group championing topics like LGBTQ+, Gender, Disability, Cultural Diversity, Generations, Caregiving, and STEM.
CEO Connect: Group CEO met and listen 34 colleagues, including a session with Culture Champions
GEC Connect: c. 220 people involved across Europe through 26 meetings

Compliance and Risk culture

The CEO has maintained a continued and unmatched push & example setting on compliance and risk culture, as also demonstrated by the numerous initiatives on the topic across the Group:

Tone from the Top 2025 (Lead by Compliance and Risk) has been focused on the emerging risks rising from external markets to continue mitigating the potential risk of misconduct. The initiatives supporting risk culture with the objective to help manage customer protection, trustworthiness, financial crime prevention and employee accountability and expected conduct and behaviours. 2025 initiative covered the following risk drivers: i) Data Protection, ii) Confidential information, iii) Financial Sanctions, iv) Anti-Money Laundering, v) ESG, vi) Digital Risk.
o # 6 episodes with GEC quotes on internal best practices delivered by 4Q25
o Cascading of all episodes to all Group colleagues through Group Intranet and GEC Cascading
"Tone from the Middle": 2025 initiatives led by Business in Italy, Germany, Austria and CEE, involving the 1st line of defense, focused on key risk areas identified and prioritized by Heads of Business
Mandatory Training: as of 30/09 (Bonus Gate) completion rate across the entire Group population was 98,6% considering a target population of around 73.200 employees
Internal Controls: quarterly reporting on Risk management controls outcomes and harmonized credit risk controls framework are up and running (including organizational set up guidelines, controls catalogues and methodology)
Risk University: a learning offer addressed to all Risk employees, covering both risk core skills and specific risk roles, with a focus on key areas (eg Digital, ESG, Quants, AI transformation) together with a new catalogue

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of teach-ins developed by the Risk Community for the Risk Community and Group to strengthen competences and foster a solid Risk Culture and deepening awareness of employee's decisions for the Group's resiliency.

Industrial key achievements

In addition to the financial objectives, the industrial ones also show that the decisive and conscious leadership of the CEO has pushed the organization to lay the foundations for the next phase of UniCredit strategy.

Business Development

In 2025, UniCredit carried out several M&A transactions, including the acquisition of the majority stakes in its two insurance joint ventures, the increase of its stake in Alpha Bank, the investment in Banxware, and the agreed investment in Blockinvest. These transactions, which varied in financial size but were of great strategic importance and relevance, were executed with the awareness and support of the CEO. UniCredit also sold the majority stake in Card Complete in Austria, a long-standing issue, and signed a new contract with Fiserv, which is providing excellent prospects. Still within the technology sector, the acquisition of Aion and Vodeno was finalized, enabling the launch of the new digital bank in Poland. All these transactions were made possible thanks to the support and leadership of the CEO, who has demonstrated interest, capability, and awareness toward strategic initiatives, combining a forward-looking vision with excellent strategic and execution skills. UniCredit also converted the derivatives held in CBK, increasing its stake to 26% (29% including the latest derivatives), thus becoming the largest shareholder of CBK. All these achievements were also made possible thanks to the strong contribution of the Group M&A and Corporate Development team, which supported the definition and the execution of the Bank's strategic agenda throughout the year.

In light of the excellent performance achievements, the Board of Directors has defined the 2025 bonus of the Chief Executive Officer at the maximum nominal amount as foreseen by the 2025 incentive payout curve i.e € 11.8 mn to be paid in deferrals over 7-years and subject to additional long-term performance conditions, malus and clawback as per regulatory requirements.

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The nominal amount of bonus, paid 100% in shares, is converted in 161,985 total number of shares79 by using a share conversion price of € 72.588, set in line with 2025 approved Group Incentive System rules80 .

More specifically:

− 40% of the award (€ 4.7 mn) will vest upfront and will be paid out all in shares in 2027 after the mandatory 1-year holding period required by regulation;
− 60% of the award (€ 7.1 mn) will be subject to additional long-term performance conditions over the period 2026-2028 (specifically RoTE with CET1@13%, with a 80% weighting, and Sustainability KPIs on ESG business penetration, DE&I priorities and Net Zero, with a 20% weighting). Once re-assessed at the end of 2028, the final award will vest starting from 2029 and will be paid out - all in shares – with three deferred installments over the period 2030-2032, after the 1-year mandatory holding period required by regulation.

Payout view (including 1-year of mandatory holding for shares)

Share conversion price calculated as average of the market share price in the month prior to the approval of full-year 2025 results.

The total actual remuneration paid in 2025 amounts to € 11.5 mn including the fixed remuneration and the equity fair value as per Consob table representation requirements. The CEO compensation package and its evolution over time is strongly correlated to the Company's performance, as explained by the following graphs.

The net profit growth over the period 2021- 2025 is >5x on maximum targets and >4x on results. The relative positioning of UniCredit versus our European Peer Group, in terms of TSR and RoTE evolution, is largely first in the ranking with a wide margin over the second.

⁷⁹ Total number of shares net of amount allocated to Welfare.

⁸⁰ Share conversion price calculated as the average of the market share price in the month prior to the approval of full-year 2025 results.

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^* Delta % of 2021 Total Compensation vs 2024 total compensation as provided by RemCo's external independent advisor. For UniCredit is made reference to actual 2025 total compensation.

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3.3 Sustainable Performance Plan (additional long-term performance conditions) - Status update

> 2024 Sustainable Performance Plan (2025-27 Long Term additional performance conditions)

An update on the progress against the 2025-27 long term additional performance conditions linked to the 2024 Group Incentive System (Sustainable Performance Plan), was provided to the Remuneration Committee on February 5, 2026, as follows:

RoTE with CET 1 @13 (80% weight), measured as avg 2025-27 vs. mid-term Cost of Equity (11%)81: 2025 result equal 21.9%.
Sustainability (20% weight), with the aim of supporting clients' green and social transition, embedding sustainability in UniCredit culture. Qualitative assessment based on specific evidence from current and future ESG and DE&I strategy82 - current strategy foresees:

DESCRIPTION 2025 ACHIEVEMENT

ESG business penetration: support our clients in their sustainability journey offering ESG related products and services to ensure a fair share of ESG business over total (lending new production, sustainable bonds, stock of AuM), starting from 2024 ESG targets^A as disclosed in 4Q2023 Fixed income presentation and successive updates as per ESG strategy

Full achievement of ESG business penetration target set for 2025 for all segments^B: (lending new production, sustainable bonds, stock AuM.

DE&I Ambitions, including reduction on Gender Pay-Gap (through 100 m Eur investment in strategic plan horizon and successive updates as per DE&I strategy) and gender parity ambition across the organizational levels

UniCredit continued to deliver on its inclusive workplace agenda, with a ~1% gender pay gap on comparable roles, female representation across key roles, and broad international diversity. The Group enhanced well-being initiatives, introduced Group-wide microaggressions learning paths, strengthened employee networks, reinforced its shared Culture and Values, leading to significant external recognitions.

"Net Zero" commitments: progress vs. Net Zero 2030 target on the four most carbon intensive sectors within the portfolio, which include Oil&Gas, Power Generation, Automotive, and Steel, recently added. Targets have been set as per press release of January 31, 2023 and January 18, 2024, using the International Energy Agency (IEA) Net Zero 2050 pathway as the benchmark scenario.

Baseline reduction in Oil & Gas, Power, Auto and Steel sectors, in line with trajectory for 2030 target achievement^C .

A. Percentage of ESG lending new production (including Environmental, Social and Sustainability linked lending) on overall medium/long term lending new production: Group 2024 target set at 15%; percentage of Sustainable bonds (for corporates and financial institutions, excluding Sovereign, Supranational and Agency Long Term Credit) on all bonds (For corporates and financial institutions, excluding Sovereign, Supranational and Agency Long Term Credit): Group 2024 target set at 15%; percentage of ESG assets under management stock on Total of assets under management stock: Group 2024 target set at 50%.

B. FY25 Result /Target: ESG Lending: 19% / 15%; ESG Investment Products: 50% / 50%; Sustainable Bonds: 15% / 15%.

C. Oil&Gas: revised baseline (2021) 19.4 MtCO2e, Progress YE2024: -49%; Target by 2030: -29% | Power generation: revised baseline (2021) 209 gCO2e/kWh, Progress YE2024: 93; Target by 2030: 111 | Automotive: baseline (2021): 161 gCO2/vkm, Progress YE2024: 108; Target by 2030: 95 | Steel: baseline (2022) 1.45 tCO2/tSteel; progress YE2024: 1.28 tCO2/tSteel; Target 2030: 1.11 tCO2/tSteel - Full Actual YE2024 provided in 2025 sustainability statements

The final assessment will be performed at the end of 2027, based on 2025-27 overall results, leading to the confirmation or adjustments (from 0% till 120%, up to the variable to fixed regulatory cap) of the deferred part of the 2024 award, as per 2024 Sustainable Performance Plan rules.

⁸¹ As defined for annual performance (for each year from 2025 to 2027).

⁸² KPIs are subject to the evolution of ESG strategy and regulation. Description updated starting from SPP'24 after ESG business targets review approved by BoD on Jan 25th, 2024, according to the updated strategy. Original definition stated in 2023 Group Remuneration Policy: "ESG volumes: 140 bn by '24 on "E" volumes (Environmental lending, ESG investment products, sustainable bonds) and 10 bn by '24 on "S" volumes (social lending) and successive updates"

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> 2023 Sustainable Performance Plan (2024-26 Long Term additional performance conditions)

An update on the progress against the 2024-26 long term additional performance conditions linked to the 2023 Group Incentive System (Sustainable Performance Plan), was provided to the Remuneration Committee on February 5, 2026, as follows:

RoTE with CET 1 @13 (80% weight), measured as avg 2024-26 vs. mid-term Cost of Equity (11%)83: 2024 result equal 21.1%, 2025 result equal 21.9%;
Sustainability (20% weight), with the aim of supporting clients' green and social transition, embedding sustainability in UniCredit culture. Qualitative assessment based on specific evidence from current and future ESG and DE&I strategy84:

ESG business penetration: support our clients in their sustainability journey offering ESG related products and services to ensure a fair share of ESG business over total (lending new production, sustainable bonds, stock of AuM), starting from 2024 ESG targets as disclosed in 4Q2023 Fixed income presentation and successive

DESCRIPTION ACHIEVEMENTS

2024 • Full achievement of ESG business penetration target set for 2024 for all segments^A : (lending new production, sustainable bonds, stock AuM)

2025

• Full achievement of ESG business penetration target set for 2025 for all segments^B : (lending new production, sustainable bonds, stock AuM)

DE&I Ambitions, including reduction on Gender Pay-Gap (through 100 m Eur investment in strategic plan horizon) and gender parity ambition across the organizational levels;

updates as per ESG strategy

2024

Non-demographic gender paygap reduced to approx. 1% ie immaterial as result of € 50m investment in targeted salary reviews;
Gender parity improved at all levels (47% BoD, 50% GEC, 58% leadership pipeline, 35% leadership team, 59% new hires).

2025

• UniCredit continued to deliver on its inclusive workplace agenda, with a ~1% gender pay gap on comparable roles, female representation across key roles, and broad international diversity. The Group enhanced wellbeing initiatives, introduced Group-wide microaggressions learning paths, strengthened employee networks, reinforced its shared Culture and Values, leading to significant external recognitions.

Net Zero commitments: progress vs. Net Zero 2030 target on the three most carbon intensive sectors (Oil & Gas, Power Generation and Automotive).

2024

Baseline reduction in all three priority sectors in line with trajectory for 2030 target achievement^C .
New 2030 targets set and disclosed in 2024.

2025

• Baseline reduction in all priority sectors, in line with trajectory for 2030 target achievement^D

A.FY24 Result /Target: ESG Lending: 15% / 15%; ESG Investment Products: 53% / 50%; Sustainable Bonds: 20% / 15%. B. FY25 Result /Target: ESG Lending: 19% / 15%; ESG Investment Products: 50% / 50%; Sustainable Bonds: 15% / 15%. C. Oil&Gas: baseline (2021) 21.4 MtCO2e, Progress YE2023: -47%; Target by 2030: -29% | Power generation: baseline (2021) 208 gCO2e/kWh, Progress YE2023: 107; Target by 2030: 111 |Automotive: baseline (2021): 161 gCO2/vkm, Progress YE2023: 116; Target by 2030: 95 | Full Actual YE2023 provided in 2024 sustainability statements.

D. Oil&Gas: revised baseline (2021) 19.4 MtCO2e, Progress YE2024: -49%; Target by 2030: -29% | Power generation: revised baseline (2021) 209 gCO2e/kWh, Progress YE2024: 93; Target by 2030: 111 | Automotive: baseline (2021): 161 gCO2/vkm, Progress YE2024: 108; Target by 2030: 95 | Full Actual YE2024 provided in 2025 sustainability statements

⁸³ As defined for annual performance (for each year from 2024 to 2026).

⁸⁴ Description updated starting from SPP'24 after ESG business targets review approved by BoD on Jan 25th, 2024, according to the updated strategy. Original definition stated in 2023 Group Remuneration Policy: "ESG volumes: 140 bn by '24 on "E" volumes (Environmental lending, ESG investment products, sustainable bonds) and 10 bn by '24 on "S" volumes (social lending) and successive updates"

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The final assessment will be performed at the end of 2026, based on 2024-26 overall results, leading to the confirmation or adjustments (from 0% till 120%, up to the variable to fixed regulatory cap) of the deferred part of the 2023 award, as per 2023 Sustainable Performance Plan rules.

> 2022 Sustainable Performance Plan (2023-25 Long Term additional performance conditions)

Starting from 2022, the Sustainable Performance Plan (SPP) was introduced as single and rolling Incentive System that combines short-term objectives with additional performance conditions linked to long-term targets, covering the three years following the performance year (2023-2025 for the 2022 incentive system). With the conclusion of the three-year observation period, the first assessment of the long-term additional performance conditions, as provided for under the 2022 Sustainable Performance Plan, is carried out, and the relevant disclosure is provided below together with the relevant outcome.

The SPP mechanism is based on a formulaic scorecard resulting in a symmetric multiplier that can cancel, reduce (-30%), confirm or increase up to +30% the initial deferred award, within the limit of the variable to fixed cap of the initial performance year.

Simplified version for CEO and GEC

The positive assessment of 2023-25 long term additional performance conditions with KPIs (RoTE and TSR) above maximum targets leads to a +30% multiplier on the deferred bonus.

A. Min b/w 12.5% as RAF target and 350 bps over MDA. B. As defined as Compensation Peer Group in 2022 UniCredit Remuneration Policy: Santander, Barclays, Commerzbank, Crédit Agricole, Deutsche Bank, ING, Intesa Sanpaolo, Nordea, Société Générale, UBS, Erste, BBVA. C. Up to individual var/fix regulatory cap. D. RoTE average 2023-25 below 33% vs. Target 22. E. Capital and liquidity conditions as defined for annual performance (for each year from 2023 to 2025). F. Excluding BOD discretion from -100% up to +20% to evaluate broader market context e.g. industry/global shocks

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The nominal payout, impacting 95 eligible executives (CEO, GEC and GEC-1 85), is approx. € 5.7 mn of which € 0.9 mn for the CEO and € 0.9 mn for the other Executives with Strategic Responsibilities; such amount is on top of the initial award deriving from the short-term performance and set within the maximum limit between variable and fixed remuneration of 2022, according to regulatory requirements including the correct classification of fixed remuneration items.

Such amount will be paid out over 3-years deferral period – from 2027 to 2029 - fully in shares for CEO and GEC members in execution of the 2022 Group Incentive System as approved by the 2022 AGM.86

The following outlines the development of the deferral scheme for the CEO:

A. Nominal value converted in shares by using the Share conversion price approved and disclosed to beneficiaries for 2022 Group Incentive system equal to € 9.686. B. Social contributions on fixed; TFR; benefits.

⁸⁵ Excluding control functions, Head of People and Culture and "Dirigente Preposto".

⁸⁶ Share conversion price approved and disclosed to beneficiaries for 2022 Group Incentive system equal to € 9.686.

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Employee Share Ownership Plan – U Share

U Share, the employee share ownership plan approved at the 2024 AGM and launched in 2025, was designed in line with regulatory requirements to give employees the opportunity to become direct shareholders of UniCredit. Through a voluntary investment in UniCredit ordinary shares at fair market value, the plan offered favorable conditions specifically tailored for our people, aiming at reinforcing engagement and alignment with the long-term success of the Bank.

20% Discount If: • 18-months hold • continuous employment 20% Matching If: • 36-months vesting • continuous employment • Group achievements over the Plan horizon such as: ➢ Capital & Liquidity CET1 Ratio and LCR above RAF¹ ➢ Asset quality: NPE above RAF¹ ➢ Sustainability: GHG Own Emissions (scope 1 and 2² ) reduction³ PLAN MECHANISM (1) in line with the RAF trigger at end of the vesting period (2) market-based measurement (3) 3-years average direct GHG emissions (scope 1 and 2) below GHG emissions reported in the latest official Reporting published at Plan's launch KEY FEATURES •Employees Voluntary investment in UniCredit Ordinary shares, with predefined investment packages capped at 10k eur max for each individual. •all Group employees eligible, excluding MRT at Plan's launch - as already exposed to shares for regulation - or personnel operating in those legal entities where it is not possible to activate the Plan for any reason. •Shares purchased on the market via selected broker on behalf of Plan participant used as funding option to minimize dilutive impact on share capital. of invested amount of invested amount

All Group employees were potential beneficiaries of the U Share Plan, with the exception of the Chief Executive Officer, the other Executives with Strategic Responsibilities and, more generally, personnel identified as Material Risk Takers, employees included in lists for insider and/or relevant information regarding UniCredit Shares or personnel operating in those legal entities where it is not possible to activate the plan for any reason.

The Plan offered participants the opportunity to purchase UniCredit ordinary shares with a 20% discount (in the form of free shares), subject to an 18-month holding period. After a three-year vesting period and upon meeting specific long-term Group performance goals (capital, liquidity, asset quality, and sustainability), participants will be awarded additional free matching shares equal to 20% of the initial investment.

The Plan was launched in June 2025 across 13 countries and over 60 legal entities within the Group, reaching approximately 85% of our global workforce.

The results highlight approx. 5,000 participants with an overall take-up rate of 7.6%, over 2x the average participation rate recorded in previous editions of employee share ownership plans. The overall investment made by employees is ~ €19mln (ca. € 3,900 average per employee). The most selected investment bracket is the bigger one (€ 10,000) chosen by ~24% of Plan participants. The shares were purchased on July 22, 2025 at an average share price (58.043 €).

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3.4 Group Material Risk Takers identification process outcomes

The 2025 second cycle of Group Material Risk Takers (GMRT) identification process led to the identification of 853 GMRT (161 of which were new compared with last year and 127 of whom identified for the first time), resulting in 5 individuals less than the Group Material Risk Taker population at the end of 2024.

Approximately 500 individuals (see also chart below) amongst the total of Group Material Risk Takers belong to the Business and Support Functions, for whom the adoption of a maximum ratio between variable and fixed remuneration of 2:1 can be applied in 2025.

The Group Material Risk Taker population represented ca. 1.30% of the Group employee population87, with this outcome being in line with the results of the 2024 process and with peers' median.

At the end of 2025, there were 11 Agents and Financial Advisors, of which 6 with hybrid-contract88 identified within the Group Material Risk Takers as per Commission Delegated Regulation 923/2021 and CRD V qualitative criteria (during 2025 an exclusion process for 5 agents and financial advisors was activated and completed).

The outcome of the second cycle of the 2025 GMRT identification process was submitted to the Board of Directors on February 23, 2026 as included in this Remuneration Report.

Please see below details of the 2025 Group Material Risk Taker population.

2025 Group Material Risk Takers Distribution

TOTAL NUMBER OF GROUP MATERIAL RISK TAKERS^B : 853 (o/w 127 IDENTIFIED FOR THE FIRST TIME)

Numbers may not sum-up due to rounding.

A. Variable to fixed cap is the ratio between variable and fixed compensation applicable according to the regulatory provisions.

B. Total number of GMRTs does not include Group Management Body members not employees of UniCredit Group.

UniCredit · 2026 Group Remuneration Policy and Report 109

⁸⁷ GMRT and Group employee data do not include possible perimeters consolidated in IVQ 2025.

⁸⁸ Refer to Section I, Focus Hybrid-Contract for further details.

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4. 2025 Remuneration Data

4.1 Compensation to members of the corporate bodies charged with strategic supervision and control functions and Executives with Strategic Responsibilities

4.1.1 Board of Directors

The ordinary Shareholders' Meeting held on April 12, 2024 appointed UniCredit's Board of Directors for the financial years 2024-2026 whose mandate expires upon approval of the 2026 financial statements. The Board thus elected is chaired by Mr. Pietro Carlo Padoan.

The Shareholders' Meeting of April 12, 2024 also approved the proposal of the outgoing Board of Directors to set in:

− €1,430,000 overall remuneration due, for each year in office, to the Directors to be distributed, on the basis of the provisions of the Articles of Association, among the members of the Board of Directors who are not also members of the Audit Committee. On May 21, 2024, the Board of Directors resolved to distribute this amount equally to each of the 11 members of the Board of Directors who are not also members of the Audit Committee, i.e. 130,000 per-capita;
− €300,000 annual compensation for the member of the Board of Directors who is also Chair of the Audit Committee;
− €230,000 annual compensation for each member of the Board of Directors who is also a member of the Audit Committee.

The proposal to the Shareholders' Meeting of April 12, 2024 was drawn taking into consideration, inter alia, the following elements:

1. The reference market data (benchmarks) provided by PricewaterhouseCoopers, the Remuneration Committee's former independent consultant - regarding the remuneration of members of the administrative body and board committees of UniCredit's Peer Group and of the largest Financial Services companies in the FTSE MIB. These data show, among other things, that the positioning of the proposed compensation for the Company's Directors is fully consistent with the provisions of the "2024 Group Remuneration Policy and Report";
1. An appropriate differentiation of the compensation packages by role, taking due account of the time commitment required (both in terms of the number of meetings and the number of working days required to prepare for those meetings) and the complexity of the role;
1. The elimination of the "attendance fees" for each and every formally convened meeting of the Board and/or of each Committee, in favor of simpler, all-inclusive fixed retainers, fostering a meeting attendance of more than 90 percent;
1. The reduction of the number of the corporate officers from 17 (including Directors and Statutory Auditors) to 15.

In addition, it is worth noting that this remuneration proposal was formulated in line with the applicable remuneration policy, defined with the assistance of the former Remuneration Committee, composed of non-executive directors who were for the most part independent, which provides, inter alia:

− the definition of a total remuneration for non-executive directors on the basis of the comparison with market benchmarks, and which does not exceed the limit of the 90th percentile of the relevant Peer Group;
− the presence of only the fixed remuneration component, determined on the basis of the relevance of the role and the commitment required to carry out the responsibilities assigned89;
− that the compensation paid to non-executive directors is not linked to economic results achieved by the Company, and that none of them are recipients of incentive plans based on financial instruments.

⁸⁹ For detailed information, reference is made to the document "Report on corporate governance and ownership structure", section 5 "Board of Directors internal Committees", published on the Company's website in the Governance section.

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The members of the Board of Directors also benefit from an insurance policy covering the third party liability, including the costs of legal and expert assistance at all stages and levels of proceedings before any authority, with the specific exemptions provided therein, of directors and top management (" Directors & Officers" "D&O"). Such policy is renewed annually, based also on the authorization granted by the Shareholders' Meetings, most recently on April 12, 2024.

The policy currently in place, valid for the period 16/05/2025 – 15/05/2026, envisages a maximum overall coverage of €200 mn and implies a benefit, borne by the Bank, of €6,503 for each director of UniCredit S.p.A. The overall benefit for the whole Board of Directors, members of the Audit Committee included, amounts therefore to € 97,545, versus a maximum amount authorized by the Shareholders' Meeting of €250,000, for the renewal of the policy in 2024.

The value of the D&O Policy may represent, depending on fiscal regulations, a taxable fringe benefit for the beneficiaries.

At its meeting on May 21, 2024, the Board of Directors, - in compliance with Clause 25 of the Articles of Association and heard the opinion of the Audit Committee - also defined the remuneration of Directors holding specific roles pursuant Article 2389, third paragraph, of the Italian Civil Code (please refer to table "2025 Compensation to members of the corporate body charged with strategic supervision and control functions and Executives with Strategic Responsibilities " for further details). Furthermore, at the end of the first year of its mandate, the Board of Directors, at its meeting held on May 21, 2025, also aligned the remuneration of the members of the Related-Parties Committee with the remuneration already established for the members of the other Board Committees (excluding the Risk Committee). In particular, the remuneration of the Chair of the Related-Parties Committee was increased from € 70,000 to € 90,000, and the members' remuneration was increased from € 25,000 to € 40,000.

In relation to the CEO, in particular, it should be noted that on February 20, 2025 the Board of Directors resolved, upon the proposal of the Remuneration Committee and with the favorable opinion of the Audit Committee, an increase of his fixed remuneration equal to € 550,000, bringing such remuneration to a total of €4,150,000, of which 20%, equal to €830,000, related to the directorship. This amount (€ 830,000) is composed by € 130,000 as retainer defined by the Shareholders' Meeting for the directors who are not also members of the Audit Committee and € 700,000 as remuneration pursuant to Article 2389, third paragraph, of the Italian Civil Code for directors holding specific offices.

As required by the Supervisory Regulations of the Bank of Italy on remuneration and incentive policies and practices, the level of remuneration for the Chair of the Board of Directors did not exceed the overall fixed component of the one received by the Chief Executive Officer.

Specifically, the remuneration of Directors holding specific roles to pursuant Article 2389, third paragraph, of the Italian Civil Code, amounts to:

€789,000 for the Chair of the Board of Directors, in addition to an insurance for non-occupational accidents;
€700,000 for the Chief Executive Officer;
€170,000 for the Chair of Risks Committee;
€90,000 for the Chairs of the Remuneration, Governance and Sustainability, Nomination and Related-Parties Committees;
€90,000 for each member of the Risk Committee;
€40,000 for each member of the Remuneration, Governance and Sustainability, Nomination and Related-Parties Committees.

Finally, it is recalled that the overall remuneration of the Chief Executive Officer, including the remuneration from employment as General Manager, in 2025 was equal to € 16.6 mn on a full year basis ( including c. €0.7 mn other fixed related to a pension fund contribution equal to 15% of the employment salary - introduced in 2025 for all the Executives with Strategic Responsibilities - as well as benefits. TFR accruals and social security mandatory under national law are considered on top).

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4.1.2 Audit Committee

As of 12 April 2024, the Company has adopted the one-tier system of administration and control, which provides for the appointment within the Board of Directors of an Audit Committee with control functions, in lieu of the Board of Statutory Auditors.

On April 12, 2024 the ordinary Shareholders' Meeting appointed, among the Board members, also the members of the Audit Committee, who will remain in office for the term of the Board for which they were elected, i.e. for the 2024- 2026 financial years and also approved, as mentioned in the section related to the Board of Directors - to which reference is made for details of the elements taken in consideration - the proposal of the outgoing Board to set in:

€300,000 annual compensation for the member of the Board of Directors who is also Chair of the Audit Committee;
€230,000 annual compensation for each member of the Board of Directors who is also a member of the Audit Committee.

As members of the Board of Directors, the members of the Audit Committee also benefit from the D&O insurance policy, under the terms described in paragraph 4.1.1.

4.1.3 Executives with Strategic Responsibilities

On the basis of the current organizational structure, the Board of Directors identified the following roles as Executives with Strategic Responsibilities: Chief Audit Executive; Group Executive Committee (GEC) Members having a direct and significant impact on Group strategy (Group CEO, Head of Italy, Head of Germany, Group Head of Central Europe and Eastern Europe, Head of Client Solutions, Chief Financial Officer, Head of Group People and Culture, Group Digital & Information Officer, Group Chief Operating Officer, Head of Group Risk Management, Head of Group Compliance).

› Pay-mix structure

For 2025, according to the Group Remuneration Policy, in line with regulatory provisions, the maximum ratio between variable and fixed compensation has been defined ex-ante for the Group CEO (the sole executive director sitting on the Board of Directors and employee of the Company) and the other Executives with Strategic Responsibilities.

The balance between variable and fixed components has been defined considering also the company's strategic goals, risk management policies and other elements influencing the business of the company.

With reference to the following table, for Executives with Strategic Responsibilities it is specified that:

the fixed component was defined taking into consideration market information and in such a way to be sufficient to reward the activity rendered even if the variable part of the remuneration package were not paid due to non-achievement of performance goals;
in 2025, the CEO's base salary was increased from € 3.60 mn to € 4.15 mn fully in cash90 , with a target variable remuneration adequate to ensure headroom to reward overperformance. The CEO's variable remuneration was determined on the basis of the Group Incentive System 2025;
in line with the latest regulatory requirements, the other Executives with Strategic Responsibilities have a balanced part of their remuneration linked to the economic results of UniCredit, taking into consideration the overall profitability, weighted by risk and cost of capital, as well as sustainability goals (based on capital and liquidity ratios);
In line with market practices, in 2025 the Board of Directors introduced the opportunity for Executives with Strategic Responsibilities and other members of the GEC to benefit from a specific company contribution to the Group Pension Fund equal to 15% of their annual gross remuneration.

⁹⁰ Conversion of the €350k from stock-salary to cash salary to ensure a stronger alignment with the regulatory requirements.

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According to the 2025 Group Incentive System, with specific reference to the variable component and the weight of short-term and long-term components, the compensation pay-mix structure for Executives with Strategic Responsibilities in 2025 was:

for members of Group Executive Committee, excluding control functions, People & Culture and Dirigente Preposto, 60% of the award subject to additional long-term performance conditions.
for Group Chief Audit Executive and GEC members in control functions, People & Culture, "Dirigente Preposto", all plan subject to short term conditions.

› Goals

In light of the above, the annual incentive took into consideration the achievement of specific goals which were previously approved by the Board upon proposal of the Remuneration Committee and the opinion of the Audit Committee and the Risks Committee, as appropriate.

Specific individual goals were set out taking into consideration the market practices and the role assigned within the Group, through the systematic use of specific indicators aimed at strengthening the sustainability of business, such as the customer satisfaction, risk and financial sustainability indicators and capital measures.

For the Heads of the Corporate Control Functions, pursuant to the provisions of Bank of Italy, the goals were established by the Board of Directors in line with the tasks assigned to them and avoiding goals linked to Bank's performance. In the decision making process related to Corporate Control Functions, Audit Committee and Risks Committee were also properly involved.

Specifically, for 2025, the individual goals of the Heads of Group CAE, Group Compliance, Group Risk Management (CRO), Group People & Culture and the Manager in charge of preparing the company's financial reports were not connected to the Company's economic results.

The long-term performance conditions are based on specific goals defined at Group level covering the three years following the 2025 annual performance.

› Payout

In line with Group governance, 2025 performance assessment and bonus payment for the Executives with Strategic Responsibilities have been reviewed by the Remuneration Committee and approved by the Board of Directors, heard the Audit Committee as relevant.

It was foreseen the deferral/holding of 100% of the incentive over 7 years, fully in shares.

All the installments are subject to the application of malus and claw-back conditions, as legally enforceable.

100% of the overall incentive is paid in UniCredit shares, whose number to be allocated in the respective installments was defined on the basis of the arithmetic mean of the daily official closing market price of UniCredit ordinary shares, in the month prior to the BoD resolution that approved 2025 results91 .

For further information on individual allocation related to the 2025 Group Incentive System, refer to the 2025 Group Remuneration Policy, Section I, paragraph 5.1.

Details>>

Further information regarding the 2025 incentive plans implementation and outcomes is provided in paragraph 3.1

⁹¹ Converted in shares by using a share conversion price set in line with 2025 approved Group Incentive System rules i.e. considering the arithmetic mean of the official market price of UniCredit ordinary shares in the month prior the BoD resolution that approves 2025 results.

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› Shareholding requirements

For the CEO and for other Executives with Strategic Responsibilities, share ownership guidelines are in place, further details in Section I, paragraph 4.8.

For them and for all the other executives to whom the guidelines apply, share ownership levels have been verified at the end of October 2025.

For ~83% of the executives in scope the levels are already in line with the guidelines' requirements92 (the remaining Executives are below the threshold but accumulating shares).

In the following charts the synthetic information regarding the perceived remuneration for 2025 by the members of the corporate bodies charged with strategic supervision and control functions and Executives with Strategic Responsibilities is shown.

2025 Compensation to members of the corporate bodies charged with strategic supervision and control functions and Executives with Strategic Responsibilities

Beneficiaries	Remuneration Component	Approved by	Amount	Remarks
Non-Executive Directors including members of the Audit Committee	Only fixed compensation	Shareholders' Meeting of April 12, 2024. Board of Directors of May 21, 2024, and Board of Directors of May 21, 2025, pursuant to article 2389 of the Italian Civil Code, third paragraph and Company's Articles of Association, heard the opinion of the Audit Committee	• € 1,430,000, for each year in office, to the Directors to be distributed, on the basis of the provisions of the Articles of Association, among the members of the Board of Directors who are not also members of the Audit Committee, equal to € 130,000 per capita; • € 300,000 for the member of the Board of Directors who is also Chair of the Audit Committee; • € 230.000 for each member of the Board of Directors who is also a member of the Audit Committee. For each year of activity: • € 789,000 for the Chair of the Board of Directors; • € 700,000 for the Chief Executive Officer; • € 170,000 for the Chair of Risks Committee; • € 90,000 for the Chairs of the Remuneration, Governance and Sustainability, Nomination and Related Parties Committees; • € 90,000 for each member of the Risks Committee; • € 40,000 for each member of the Remuneration, Governance and Sustainability, Nomination and Related Parties Committees.	The compensation is determined on the basis of the importance of the position and the time required for the performance of the tasks assigned in line with market positioning. The remuneration is not linked to the economic results achieved by UniCredit, non-executive directors do not take part in any incentive plans based on stock options or, generally, based on financial instruments. It is not foreseen the allocation of any attendance fee for each and every formally convened meeting of the Board and/or of each Committee.
Executives with Strategic ResponsibilitiesA	Fixed and variable compensation	Board of Directors	2025 compensation level on a full year basis: • for the CEO: € 4,150,000 fixedB , (€5,886,672 including the "other fixed" components, i.e. benefit and social security payments mandatory under national law) € 11,773,344 variable; • for the other Executives with Strategic Responsibilities: € 11,525,000 fixed (€ 16,728,774 including the "other fixed" components, i.e. benefit and social security payments mandatory under national law) € 12,535,000 variable.	For 2025, the maximum ration between variable and fixed compensation is: • 200% for the CEO, the GM (if any) and for the other Executives with Strategic ResponsibilitiesC ; • 33% for the Executives with Strategic Responsibilities, responsible for Corporate Control Functions.

A. Data referred to ESRs in office as of December 31, 2025. B. Including the compensation paid for the director relationship C. For People & Culture function and Manager in Charge of Drafting the Company's Financial Reports the fixed remuneration is expected to be predominant in respect to the variable.

⁹² Share ownership level calculated based on the average market share price in the month prior to the annual measurement date of € 65.444. Calculation method in line with widespread market practice.

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2025 Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities.

Compensation to Directors

Board of Directors	Office	Total fixed comp.	Variable non equity compensation bonuses and other incentives	Non-monetary benefits	Other Remuneration	Total	Fair value of equity comp.*	Severance indemnity for end of office or termination of employment
Pietro Carlo Padoan	Chair of the Board Chair of Governance & Sustainability Committee	1,009,000 €	-	21,902 €	-	1,030,902 €	-	-
Andrea Orcel	Chief Executive Officer	4,150,000€	-	499,049 €	22,368 €	4,671,417 €	6,802,863€	-
Elena Carletti	Member of the Board Deputy Vice Chair of the Board Chair of Risk Committee	340,000 €	-	-	-	340,000 €	-	-
Paola Bergamaschi	Member of the Board Member of Risk Committee Member of Remuneration Committee	260,000 €	-	-	-	260,000 €	-	-
Paola Camagni	Member of the Board and Audit Committee	230,000 €	-	7,104 €	-	237,104 €	-	-
Vincenzo Cariello	Member of the Board Member of Governance & Sustainability Committee Member of Related Parties Committee	204,247 €	-	7,104€	-	211,351 €	-	-
Antonio Domingues	Member of the Board Chair of Remuneration Committee Member of Nomination Committee	260,000 €	-	-	-	260,000 €	-	-
Julie B. Galbo	Member of the Board and Audit Committee	230,000 €	-	-	-	230,000 €	-	-
Jeffrey Alan Hedberg	Member of the Board Member of Governance & Sustainability Committee Chair of Nomination Committee	260,000 €	-	-	-	260,000 €	-	-
Doris Honold	Member of the Board ^A Member of Risk Committee ^B	165,069 €	-	-	-	165,069 €	-	-
Beatriz Lara Bartolomé	Member of the Board Member of Nomination Committee	170,000 €	-	-	-	170,000 €	-	-
Maria Pierdicchi	Member of the Board Chair of Related Parties Committee Member of Remuneration Committee	252,329 €	-	-	-	252,329 €	-	-
Marco Rigotti	Member of the Board and Chair Audit Committee Member of Risk Committee	390,000 €	-	7,104€	-	397,104 €	-	-
Francesca Tondi	Member of the Board Member of Related Parties Committee Member of Risks Committee	185,452 €	-	-	-	185,452 €	-	-
Gabriele Villa	Member of the Board and Audit Committee	230,000 €	-	7,104 €	-	237,104 €	-	-
Total Board of Directors		8,336,096 €	-	549,368 €	22,368€	8,907,831 €	6,802,863€	-

Numbers may not add due to rounding.

A. Office held since March 27, 2025 B. Office held since April 11, 2025 C. Office held from January 28, 2025 until April 11, 2025

Compensation to Executives with Strategic Responsibilities

Executives with Strategic Responsibilities (Eur)	Total fixed comp.	Variable non equity compensation bonuses and other incentives	Non-monetary benefits	Other Remuneration	Total	Fair value of equity comp.*	Severance indemnity for end of office or termination of employment
Other Executives with Strategic Responsibilities (total 10 FTEs on yearly basis)	11,553,850€	-	2,009,293 €	371,584€	13,934,727 €	13,344,117€	3,158,200 €

^* The "Fair value of equity compensation" 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 the incentives based on financial instruments.

The amount shown in the table related to "Severance indemnity for end of office or termination of employment" refers to the termination of a former Executive with Strategic Responsibilities - that occurred in the course of 2025 was managed in strict compliance with the provisions of the Group Termination Payments Policy.

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Development of CEO and Directors Total Remuneration, Average Employee Remuneration and Company Performance

EUR K Accounting based		2021	2022	2023	2024	2025	Delta 202 vs 2024
Andrea Orcel	Chief Executive Officer	6,700	4,719	6,895	7,279	11,474	58%
Pietro Carlo Padoan	Chair of the Board of Directors	708	922	968	1,044	1,031	-1%
Elena Carletti	Member of the Board of Directors	298	332	324	345	340	-1%
Paola Bergamaschi	Member of the Board of Directors	-	-	-	188	260	38% ^A
Paola Camagni	Member of the Board of Directors	-	-	-	172	237	38% ^A
Vincenzo Cariello	Member of the Board of Directors	164	168	162	198	211	7%
Antonio Domingues	Member of the Board of Directors	-	-	-	188	260	38% ^A
Julie B. Galbo	Member of the Board of Directors	-	-	-	166	230	39% ^A
Jeffrey Alan Hedberg	Member of the Board of Directors	109	151	196	262	260	-1%
Doris Honold	Member of the Board of Directors ⁸	-	-	-	-	165	n.r.
Beatriz Lara Bartolomé	Member of the Board of Directors	139	153	145	167	170	2%
Maria Pierdicchi	Member of the Board of Directors	236	235	220	242	252	4%
Marco Rigotti	Member of the Board of Directors	-	-	-	287	397	38% ^A
Francesca Tondi	Member of the Board of Directors	239	233	217	183	185	1%
Gabriele Villa	Member of the Board of Directors	-	-	-	172	237	38% ^A
Employees	Group Average	55	57	60	63	64	3%
Company Performance (mn)	Net Profit	3,539	5,227	8,189	8,871	10,082 ^c	14%
CEO to Employee Ratio		121x	82x	115x	116x	178x	62x

Numbers may not add due to rounding.

A. For the Members of the Board of Directors who commenced their mandate during 2024, the 2025 vs 2024 percentage variation is influenced by the pro-quota remuneration assigned for the first year of office. B. Office held since March 27, 2025. C. Net Profit after AT1 / Cashes As represented in the CONSOB Table and in line with accounting principles: overall total remuneration including equity fair value.

Details>>

For further details, refer to the Annex 1 document attached to the 2026 Group Remuneration Policy and Report, published on the UniCredit website, in the section dedicated to the Shareholders' Meeting.

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FOCUS

Severance Payments - Members of the Board of Directors, General Managers, and other Executives with Strategic Responsibilities

During 2025, no indemnities and/or other benefits were allocated for the termination of office or termination of employment of the members of the administrative and control bodies.

The termination of a former Executive with Strategic Responsibilities - that occurred in the course of 2025 was managed in strict compliance with the provisions of the Group Termination Payments Policy.

FOCUS

Indemnities to Directors in the event of resignations, dismissal or termination of employment following a public purchase offer (as per Sect. 123/bis, paragraph 1, letter i), of TUF):

None of the Directors have contracts containing clauses envisaging the payment of indemnities, or the right to keep post-retirement benefits, in the event of resignations or dismissal/revocation without just cause or if the employment relationship is terminated following a public purchase offer. In case of early termination of the mandate, the ordinary law provisions would therefore apply.

The employment, as Executive, of the Chief Executive Officer, Mr. Andrea Orcel, is governed - also with regard to the event of resignation, dismissal/revocation or termination - by the ordinary provisions of the law and National Labor Agreement for Banking Industry Executives dated July 13, 2015, complemented by some specific provisions contained in his individual contract that, in particular, provides for:

an indemnity in lieu of notice equal to 12 months of aggregate compensation, calculated conventionally including also the director's fees and considering, for the purposes of the Italian Collective Labor Agreement for Banking Industry Executives, the seniority already accrued within the banking sector in executive positions;
the right to keep any possible deferred compensation at the time of termination, except in case of layoff for cause or if Mr. Orcel, within 6 months from termination, should start a new employment or directorship with a direct competitor of UniCredit listed in a specific annex.

Non-executive Directors do not receive, within incentive plans, UniCredit subscription rights.

For Directors currently in office, provisions do not exist regarding the establishment of advisory contracts for a term following the termination of the directorship, nor the right to keep post-retirement perks. No agreements exist either providing compensation for non-competition undertakings.

One of the other Executives with Strategic Responsibilities currently employed has a contract providing a conventional notice of 12 months, taking into consideration a 20-year tenure in other executive roles.

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4.2 Granular Remuneration Data

Total compensation policy for non-Executive Directors, Group Material Risk Takers and for the overall Group employee population shows in particular how:

remuneration of the non-Executive Directors, as approved by the AGM, does not include variable performance-related pay;
variable remuneration for Group Material Risk Takers is in line with their strategic role, regulatory requirements and pay for performance culture;
the general employee population is offered a balanced pay-mix in line with the role, scope and business or market context of reference.
For the year 2025 no "non-standard" compensation instruments have been used in a resolution context.
Guaranteed variable remuneration awards were exceptionally assigned to new employees in those cases where there was a clear need of attracting best talents and critical competencies in the markets (main impacted areas were Business, Digital and Operations). The number of guaranteed awards 2025 was equal to 0.6% on the overall number of GMRTs and the highest payment awarded to a single person is equal to € 600 k.

› Group Material Risk Takers

For 2025 the assessment process, regularly reported in the 2025 Group Remuneration Policy, led to the identification of about 800 people at the beginning of 2025.

During 2025 the Group Material Risk Takers list has been constantly updated, taking into account resources turnover and organizational changes review process, bringing the amount of Material Risk Takers to 853 by the end of the year.

› Group overall population93

The total compensation costs at Group level amounted at €5,872 mn in 2025, out of which the variable compensation amounted to €635 mn 94 .

Compensation pay-mix by cluster of population/type of business

		Compensation Pay Mix
Cluster population	Fixed and other non-performance related Pay	Variable performance-related Pay
Non-Executive Directors
Chairman and Vice-Chairman	100%	0%
Directors*	100%	0%
Group employee population
Business AreasA	90%	10%
Corporate Center/Support functionsB	88%	12%
Overall Group Total	89%	11%

A. Italy, Germany, Austria, CEE, Russia and Client Solutions business divisions (i.e. excluding Local Corporate Centers).

B. Group Corporate Center and Local Corporate Centers of Italy, Germany, Austria, CEE and Russia.

^*incl. members of the Audit Committee

⁹³ Overall Group population 67,118 FTEs, December 31, 2025.

⁹⁴ Net of one-off releases.

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› Benefits

Furthermore, UniCredit employees enjoyed welfare, healthcare and life balance benefits that supplement social security plans with minimum contractual requirements. These benefits are intended to provide substantial guarantees for the well-being of staff and their family members during their active careers as well as in retirement.

In Italy, among the complementary pension plans, there are defined benefit plans and defined contribution plans. In most cases, benefits are paid out once the retirement requirements are satisfied. In defined benefit plans the benefit's calculation is known in advance, while in defined contribution plans the benefit depends on allocated asset management results.

Complementary pension plans of UniCredit Group in Italy are included in the Group pension fund "Fondo Pensione di Gruppo", legally autonomous from the Bank.

These plans are closed and do not allow new subscriptions, the only exception is represented by the defined contribution plan section of the "Fondo Pensione per il Personale delle Aziende del Gruppo UniCredit" (which was composed by approximately 40,450 active enrollees, as reported in the 2024 Pension Fund Annual Report).

Within this section subscribers can distribute contribution depending on their own risk appetite - among various investment lines (one in the Insurance sector, three in the Finance sector - corresponding to Short, Medium and Long-Term options), characterized by different risk/yield ratios. In addition, the enrolled employees may open complementary pension plan positions in favor of their family members dependent for tax purposes.

Moreover, in most countries where UniCredit is present, complementary pension plans are available for Group employees.

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4.2.1 Pillar 3 disclosures on Group Material Risk Taker remuneration and disclosures on the highest-paid employees

This section contains a number of disclosures which are required in accordance with Article 450 of the Capital Requirements Regulation (CRR)95 .

Specifically, with reference to table REM 3, the vested component of variable remuneration from previous years refers to cash and equity awards to which the right has matured as the performance conditions have been achieved:

the vested components in cash refer to 2019, 2020, 2021, 2022 and 2023 Group Incentive Systems and, if present, to other forms of variable remuneration;
the vested components in shares refer to 2019, 2020, 2021, 2022, 2023 and 2024 Group Incentive Systems, LTIP 2020-23 and, if present, to other forms of variable remuneration.

Instead, the unvested component of variable remuneration from previous years refers to cash and equity awards to which the right has not yet matured and for which any potential future gain has not been yet realized and remains subject to future performance:

the unvested components in cash refer to 2019, 2020, 2021, 2022, 2023 and 2024 Group Incentive Systems and, if present, to other forms of variable remuneration;
the unvested components in shares refer to 2020, 2021, 2022, 2023 and 2024 Group Incentive Systems, LTIP 2020-23 and, if present, to other forms of variable remuneration.

Variable remuneration paid with reference to 2025 from previous years includes payouts based on demonstrated multi-year performance achievements related to Group Incentive System plans and, if present, to other forms of variable remuneration.

⁹⁵ In this context, identified staff and Material Risk Taker are used interchangeably.

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Table EU REMA - Remuneration policy

Institutions shall describe the main elements of their remuneration policies and how they implement these policies. In particular, the following elements, where relevant, shall be described:

Qualitative Disclosure
a) Information relating to the bodies that oversee remuners	ation. Disclosures shall include:
Name, composition and mandate of the main body	At the end of 2025, the Remuneration Committee was composed of members Mr. António Domingues (Chairman), Ms. Paola Bergamaschi and Ms. Maria Pierdicchi.
(management body or remuneration committee as applicable) overseeing the remuneration policy and the humber of meetings held by that main body during the financial year.	All members of the Committee in its current composition are independent according to the article 13 of the Italian Decree issued by the Ministry of Economics and Finance no. 169/2020 (the "Decree") and to the article 147-ter, paragraph 4, in conjunction with article 148, paragraph 3, of the Italian Legislative Decree n. 58/98 (the Testo Unico della Finanza" Consolidated Law on Finance" or "TUF") and the majority of them meets the requirements of independence provided for described in the Italian Corporate Governance Code and in the Articles of Association.
	In order to foster an efficient information and advisory system to enable the Board of Directors to better assess the topics for which it is responsible, in compliance with the Supervisory Regulations on corporate governance issued by the Bank of Italy and in accordance with the provisions of the Italian Corporate Governance Code for the Ilisted companies ("Italian Corporate Governance Code"), the Remuneration Committee has been established by the Board, vested with research, advisory and proposal-making powers.
	In particular, the Remuneration Committee is entrusted with the role of providing advice and opinions on the proposals submitted to the Board of Directors regarding the Group remuneration strategy.
	In 2025 the Remuneration Committee met 9 times.
External consultants whose advice has been sought, the body by which they were commissioned, and in which areas
of the remuneration framework.	Deloite has collaborated with the Committee since the fourth quarter of 2024. During their mandate, Deloitte representatives were invited to attend the meetings of the Committee, providing their independent opinion to the Remuneration Committee on the various topics in agenda.
A description of the scope of the institution's remuneration policy (eg by regions, business lines), including the extent to which it is applicable to	The principles of the Group Remuneration Policy apply across the organization and shall be reflected in all remuneration practices applying to the several employee categories across businesses, including staff belonging to external distribution networks, considering their remuneration peculiarities.
subsidiaries and branches located in third countries.	With specific reference to Material Risk Takers, the Group People & Culture function establishes guidelines and coordinates a centralized and consistent management of compensation and incentive systems. In compliance with Group Remuneration Policy and local regulation, Legal Entities, countries and divisions apply compensation framework for all employees, with local adaptations based on specific regulations and/or business specifics.
A description of the staff or categories of staff whose professional activities have a material impact on institutions' risk profile.	As a result of the analysis on Group Material Risk Takers and as approved by the Board of Directors, upon Remuneration Committee proposal and in compliance with Delegated Regulation (EU) n. 923/2021 issued by the European Commission, the following categories of employees have been defined for 2025 as Material Risk Takers:
institutions fisk profile.	All members of the management body, including the CEO and all Board Members, as well as Senior Management who exercise executive functions within an institution and who are responsible, and accountable to the management body, for the day-to-day management of the institution.
	Moreover, additional positions with managerial responsibility over the institution's control functions (Audit, Risk Management, Compliance) or material business units were identified, as well as other roles responsible for the Group's decisions which may have a relevant impact on the Bank's risk profile.
	Finally, other specific roles of the legal entities have been defined as Material Risk Takers according to regulatory provisions.
	For further details, please refer to the paragraph 2.4 Group Material Risk Takers identification process within the 2025 Group Remuneration Policy.

Information relating to the design and structure of the r An overview of the key features and objectives of	emuneration system for identified staff. Disclosures shall include:
in an overview of the key leadines also objectives of remuneration policy, and information about the decision-making process used for determining the remuneration policy and the role of the relevant stakeholders.	UniCredit's compensation governance model aims at assuring clarity and reliability of remuneration decisional processes by controlling group-wide remuneration practices and ensuring that decisions are made in an independent, informed and timely manner at appropriate levels, avoiding conflicts of interest and guaranteeing appropriate disclosure in full respect of the general principles defined by regulators.
Salenoidelis	Relying on the governance model, the Group Remuneration Policy sets the framework for a coherent and consistent design, implementation and monitoring of compensation practices across the entire Group.
	Within this common policy framework, guidelines are defined to implement compensation programs and plans that reinforce sound risk management policies and the long-term strategy and generally pursue long-term value creation and sustainability of the company. In doing so, UniCredit effectively meets the specific and evolving needs of the different businesses, market contexts and employee populations while ensuring that business and people strategies are always appropriately aligned with the remuneration approach, including external networks and agents, where applicable, as foreseen by regulation.
	On an annual basis, the Group Remuneration Policy is drawn up by the Group People & Culture function with the involvement of the Group Risk Management and other relevant functions (e.g. Group Finance) and is validated by the Group Compliance function for all compliance related aspects, before being submitted to the Remuneration Committee. After its review, the document is submitted to the Board of Directors and presented to the shareholders' Annual General Meeting for approval, in line with regulatory requirements.
	Once approved, the Group Remuneration Policy is formally adopted by competent bodies in the relevant Legal Entities across the Group in accordance with applicable local legal and regulatory requirements.

Information on the criteria used for performance measurement and ex ante and ex post risk adjustment.	The 2025 Group Incentive System is based on a bonus pool approach, compliant with the most recent national and international regulatory requirements and links bonuses with company results at Group and country/division level, ensuring a strong connection between profitability, risk and reward, combining annual goals with additional long-term conditions to steer the performance management measurement towards sustainable results over time.
	In order to align to regulatory requirements, specific indicators measuring annual profitability, capital and liquidity results have been set at Group level as Entry Conditions. The evaluation of the Entry Conditions at Group level and after the cascading process at local level defines possible scenarios that allow the confirmation to increase, reduce or cancel the bonus pool. The ex-ante malus condition (Zero Factor) applies in case the specific metrics on profitability, capital and liquidity are not achieved at Group level. Entry conditions are verified also during the cascading at local level where applicable. Specifically, the Zero Factor is applied to the Material Risk Taker population, whereas for the non-Material Risk Taker population, a significant reduction will be applied.
	More in general, the Group reserves the right to activate ex post malus and claw-back mechanisms, namely the reduction/cancellation and the return respectively of any form of variable compensation in case of verification of behaviors adopted by the employees as described in the Focus "Compliance Breach, Malus and Claw-back" within the 2025 Group Remuneration Policy.
	For details on the criteria used for performance measurement, please refer to the item e)1. of this same table as well as directly to the 2025 Group Remuneration Policy content, paragraphs 5.1 2025 Group Incentive System and 5.2 Performance Management framework.

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Whether the management body or the remuneration committee where established reviewed the institution's remuneration policy during the past year, and if so, an overview of any changes that were made, the reasons for those changes and their impact on remuneration.

In 2025, the Remuneration Committee reviewed the institution Remuneration Policy.

Main changes of the 2025 Group Remuneration Policy and Report compared to the previous year were driven by the aim to ensure the remuneration strategy may attract Directors, Executives and key people for the long-term objectives of the Group, while complying with the latest regulatory updates. These changes included, among others:

1) update of entry conditions, performance conditions, targets and payout curve for short-term and long-term scorecard of CEO and Executives with strategic responsibilities, in line with the Strategic Plan;

2) full variable remuneration paid-out in shares for CEO, GEC members and Group CAE also confirmed for 2025 to ensure continued strengthening of investors' alignment. The share conversion price methodology is also confirmed (average market price of the month preceding the Board approving the 2025 results), as the granting of dividends on vested shares under retention to the beneficiaries, in the form of shares;

3) update of the role and activities of the Corporate Bodies and Committees, in line with last year change in our Governance model (i.e. transition to the one-tier system);

4)refreshed "Peer Group" of companies for compensation benchmarking, defined by the Remuneration Committee with the support of an external independent advisor;

5) update in the definition of the Executives with Strategic Responsibilities (ESRs) perimeter, which now includes the GEC members - excluding the Head of Group Legal and the members of the CEO Office (i.e., the heads of Group Strategy & Optimization and Grou p Stakeholder Engagement) - and the Chief Audit Executive;

6) In compliance with regulatory provisions (EBA guidelines and Circolare 285 Bank of Italy), the benefits provided by the Bank' s policy for specific categories of personnel, as well as the fixed payments and social security mandatory under national law (e.g. in Italy: TFR accruals and INPS contribution paid by the company on fixed remuneration), are classified as "fixed remuneration" for the purpose of calculating the variable to fixed cap.

Information of how the institution ensures that staff in internal control functions are remunerated independently of the businesses they oversee.

The KPI Bluebook, framework that supports the definition of Scorecards providing a set of performance indicators and guidelines, provides specific guidelines related to the selection of goals for the Corporate Control Functions, in order to ensure their independence (e.g. avoid KPIs linked to economic measure, use KPIs independent of results of monitored areas to avoid conflict of interests).

To support the design of remuneration and incentive systems, also the following "compliance and sustainability drivers" have been defined, in line with applicable regulation to also address the independency of Corporate Control Functions.

design incentive systems to set minimum performance thresholds below which zero bonus will be paid. In order to maintain the adequate independence levels for Corporate Control Functions, for People & Culture and the Managers in Charge of Drafting the Company Financial and Sustainability Reports (also, Managers in charge), provide a maximum threshold for the progressive reduction of the bonus pool, which can be phased out to zero only in presence of exceptionally negative situations with an approval process including a governance step by the Board of Directors;
avoid bonuses linked to economic results for Corporate Control Functions, for People & Culture and Managers in Charge of Drafting the Company Financial and Sustainability Reports and set, for the employees in these functions, individual goals that shall reflect primarily the performance of their own function and that will be independent of results of monitored areas, in order to avoid conflict of interest.
Policies and criteria applied for the award of guaranteed variable remuneration and severance payments.

The guaranteed variable remuneration is a non-standard compensation and as such, the compensation elements are considered as exceptions and limited only to specific situations, as appropriate based on the regulation in force from time to time (e.g. recruitment of new staff and limited to the first year of employment and cannot be awarded more than once to the same person).

Non Standard Compensation are managed by People & Culture function with the involvement of Compliance function and are approved according to the internal P&C Delegation of Powers.

The number of guaranteed awards 2025 was of 5 impacting mainly the areas of Business, Digital and Operations, equal to 0.6% on the overall number of GMRTs and the highest payment awarded to a single person is equal to 600 k€.

With regards to severance payments, according to the regulatory requirements, a specific Policy on payments to be agreed in c ase of early termination of a contract was firstly submitted for approval to the 2015 Annual General Meeting. Subsequently, updates were submitted for approval to the Annual General Meetings of April 11, 2019 and April 15, 2021. For further details, please refer to "Group Termination Payments Policy" avail able on the corporate website.

Qualitative Disclosure

c) Description of the ways in which current and future risks are taken into account in the remuneration processes. Disclosures shall include an overview of the key risks, their measurement and how these measures affect remuneration.

The Group Incentive System is based on a bonus pool approach. In order to ensure consistency with the Group Risk Appetite Framework and the economic sustainability of results at Group and Country / Division, the bonus pool may be revised up/downwards, on the basis of the overall "quality of performance".

The methodology envisages the assessment performed by Group Risk Management based on specific dashboards at Group and local level.

The Risk Adjusted dashboards include indicators covering all relevant risks, such as credit, market and liquidity and the risk position assumed, the adherence to regulatory requirements and the relationship between risk and profitability. The specific metrics are measured with reference to the respective relevant thresholds (limit, trigger and target), established in line to the Group Risk Appetite Framework.

The Group Risk Management function provides an overall assessment on the dashboard and the evaluation leads to the definition of a "multiplier" in order to define the adjustment of the bonus pool, which could fall in the range of 50%-120%. Negative and neutral "multipliers" (i.e. 50%, 75% and 100%) are directly applied to bonus pool funding. Positive "multipliers" (i.e. 110% and 120%) are representing the upper bound of the bonus pool theoretical value and subject to managerial evaluation, considering the broader context of the company.

d) The ratios between fixed and variable remuneration set in accordance with point (g) of Article 94(1) CRD.

In compliance with applicable regulations, the adoption of a maximum ratio between variable and fixed remuneration of 2:1 as approved by the Shareholders' Meeting held on March 31, 2023(1), also applies in 2025 for the whole population(2), excluding Corporate Control Functions (i.e. Audit, Risk, Compliance), People & Culture and the Managers in charge of drafting financial and sustainability reports for whom a more restrictive regulatory cap applies as per Bank of Italy provisions (Circolare 285).

This ratio was chosen in order to further leverage on the principle of "pay for performance", which is at the core of our remuneration strategy, aimed at creating headroom to pay for strong years whilst providing flexibility to the cost structure.

In compliance with regulatory provisions (EBA guidelines and Circolare 285 Bank of Italy), the benefits provided by the Bank' s policy for specific categories of personnel, as well as the fixed payments and social security mandatory under national law (e.g. in Italy: TFR – Trattamento di Fine Rapporto accruals and INPS – Istituto Nazionale di Previdenza Sociale contribution paid by the company on fixed remuneration), are classified as "fixed re muneration" for the purpose of calculating the variable to fixed cap.

The Executives with Strategic Responsibilities entitled to a variable to fixed ratio potentially up to a maximum of 2:1 are: • Group Chief Executive Officer;

• Head of Italy, Head of Germany, Group Head of Central Europe and Eastern Europe, Head of Client Solutions, Digital & Information Officer, Group Chief Operating Officer, Chief Financial Officer.

For the rest of the staff belonging to the Corporate Control Functions(3), People & Culture and the Managers in Charge of Drafting the Company Financial and Sustainability Reports it is expected that fixed remuneration is a predominant component of total remuneration, and therefore a stricter regulatory cap applies.

For these Functions it is also foreseen that incentive mechanisms are consistent with the assigned tasks, as well as being in dependent of results from areas under their control.

(1) First adoption approved by the Shareholders' Meeting held on May 13, 2014.

(2) Incl. external credit intermediaries and financial advisors.

(3)At Group level are considered as such Audit, Compliance and Risk Management; other functions may be included at local level where a stricter regulation is envisaged. For Risk Management departments not classified as control function the 1:1 cap is confirmed.

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e) Description of the ways in which the institution seeks to link performance during a performance measurement period with levels of remuneration. Disclosures shall include

The 2025 Group Incentive System, as approved by UniCredit Board of Directors on February 20th, 2025, is based on a bonus pool approach, similarly to last year which is compliant with the most recent national and international regulatory requirements and links bonuses with company results at Group and country/division level, ensuring a strong connection between profitability, risk and reward.

The bonus pool is set at Group level and then cascaded down for each division following the external reporting structure. It is initially proposed during the budgeting phase as a percentage of the pre-defined Funding KPI (i.e. Operating EVA (1) pre-bonus). In such a definition, the following elements are considered: business context and perspectives, previous years amount and forecasts of profitability. The budget is submitted to the approval of UniCredit Board of Directors.

urthermore, bonus pool size takes into consideration any recommendation issued by European or local regulators on variable remuneration

Individual bonus will be allocated managerially, considering the scorecard result, the overall individual performance appraisal, in absolute and relative terms, and the maximum total variable opportunity (considering the internal and/or external benchmarking analysis on similar roles, the seniority, the historical payouts and the maximum ratio between variable and fixed compensation), adjusted according to the actual available bonus pool. At individual level it will be also considered the respect of provisions of law, Group's compliance rules, Company policies or integrity values, Code of Conduct and the application of claw-back clauses, as legally nforceable

over, each participant has to complete the mandatory trainings courses and, for impacted roles, the customer due diligence periodic review (Know Your Customer), a predefined threshold in order to be entitled to any bonus.

Individual performance appraisal is based on an overall outcome that reflects the deterministic evaluation of the financial KPIs and the qualitative assessment of non-financial goals including the behaviors adopted to achieve them. The setting of the annual objectives (known as Goal Setting) is supported by a structured framework that includes a catalogue of performance indicators (the "FVFI Bluebook") annually reviewed by relevant Group key functions (i.e. People & Culture, Finance, Risk Management, Compliance, Group Strategy & ESG). The different categories of the KPI Bluebook represent financial and non-financial goals and are mapped into clusters of business, to help identifying the most relevant standardized KPIs (all certified by relevant functions), with specific focus on risk-adjusted, sustainability-driven metrics and economic measures.

In particular, to the Group Material Risk Takers it is possible to assign from four to eight goals with an adequate financial/non-financial mix, also in terms of number of objectives assigned and the weight given to each cluster (financial/non-financial). The goals are mandatorily selected from the KPI Bluebook.

Corporate Values and behaviors considered as relevant are taken into account by the manager for the overall performance appraisal.

For the Executives with Strategic Responsibilities, according to their roles, the 2025 goals were considering the following drivers for performance: Net Revenues; Net Profit; Costs (C/I and Opex); Organic Capital generation; Strategic Initiatives; Winning the right way together (related to Corporate Values, conduct and compliance/risk culture). Amongst the additional LT performance conditions (applicable for selected individuals excluding corporate control functions, People & Culture and Managers in Charge): Sustainability (e.g. ESG business penetration, DE&I priorities, Net-Zero commitments), and RoTE with

(1) Operating EVA defined as Net Operating Profit - Cost of Capital. Cost of Capital is the average Allocated Capital multiplied by the Cost of Equity (Ke) plus the additional Tier 1 corrective factor adjusted for AT1, excess of capital and cash charges.

An overview of how amounts of individual variable emuneration are linked to institution-wide and individual erformance.

Individual variable remuneration is driven primarily by institution-wide performance, in order to determine the size of the available bonus pool (the larger the profitability level of the institution, the higher the available bonus pool), and secondly by individual performance considering individual Pay-for-Performance principles (the higher the individual performance rating, the higher the variable remuneration awarded to individuals).

The bonus pool may be revised up/downwards, on the basis of the overall "quality of performance", in order to ensure consistency with the Group Risk Appetite Freework and the economic sustainability of the Group's and country/division results over time. The methodology envisages the assessment performed by Group Risk Management based on specific dashboards at Group and local level.

s. Information on the criteria used to determine the balance between different types of instruments awarded including shares, equivalent ownership interest, options and other instruments. The individual bonus is composed of 100% of shares for Group CEO, Group Chief Audit Executive and GEC members, more than 50% in shares for GEC-1 Members, Group CEO, Group Chief Audit Executive and GEC members, more than 50% in shares for GEC-1 Members, Group CAE direct reports, Senior Management (1) and of 50% cash and 50% shares for the remaining Group Material Risk Takers. It is paid out over a period up to seven years ensuring alignment with shareholders' interests and malus and claw-back conditions, as legally enforceable. The balance between shares and cash is guided by the specific regulatory requirements on the matter.

(1) Staff members below GEC-1 which are senior management of the Legal Entities of Group MBU. This includes: Group CEO, Heads of Group Businesses/Divisions, Head of Group Competence Lines, Group CEO reporting lines and all other Senior Management roles in Group Legal Entities (as defined by Bank of Italy) receiving a significal amount of variable remuneration.

nat performance metrics are weak, including the nstitution's criteria for determining "weak" erformance metrics.

The Incentive System methodology foresees specific "Entry Conditions" set at both Group and country/division level that impact bonus pool size. The evaluation of the Entry Conditions at Group level first and local level afterwards (also depending on weak performance metrics) defines three possible scenarios that allow the confirmation to increase, reduce or cancel the bonus pool for each cluster.

. In case Capital or Liquidity "entry conditions" are not met at Group level, the malus condition is activated, triggering the application of Zero Factor (for Group materi isk takers - GMRT) on both current year bonus and previous years deferrals. For the other employees, a significant reduction will be applied.

In case only the Profitability Entry Conditions are not met at Group level, the gate is "partially open" and a reduced bonus pool scenario is activated triggering a reduction 50% of pool generation for GMRT on both current year bonus and previous years deferrals. For the other employees, a sizeable reduction will be applied.

. In case the Entry Conditions at Group level are met, the gate is "fully open" meaning the Bonus Pool may be fully confirmed or even increased, in case of positivierformance on Risk & Sustainability dashboard.

The entry conditions of each year act as ex ante malus for the deferrals in payment in the year and, in case the entry conditions are not met both at Group and local level activating the Zero Factor, the deferrals are cancelled.

f) Description of the ways in which the institution seeks t just remuneration to take account of long-term performance. Disclosures shall include

An overview of the institution's policy on deferral, payout instrument, retention periods and vesting of variable muneration including where it is different among staff or itegories of staff.

With reference to the payout structure of the Group Incentive System, the Material Risk Takers population will be differentiated into four clusters, using a combine approach of position and compensation:

for Group CEO, GEC members and Group Chief Audit Executive (CAE) 6-year deferral schemes are applied, consisting in a payout structure of 7 years in total; a smoothe deferral curve is applied in case of Control functions, People & Culture and Manager in Charge of Drafting the Company Financial Reports; for GEC-1 and Group CAE direct reports 5-year deferral schemes are applied, consisting in a payout structure of 6 years in total; a smoother deferral curve is applied in case of Control Functions and People & Culture; — for other Seniori Management (1) 5-year deferral schemes are applied, consisting in a payout structure of 6 years in total; a higher deferral percentage is applied in case.

colors; ar deferral schemes are applied, consisting in a payout structure of 6 years in total; a higher deferral percentage is applied in cas The second consistency = 450,000 (ε)

The second consisting in a payout structure of 5 years in total; a higher deferral percentage is applied in case of a laber remoneration > € 43,000. emuneration > € 430.000 (2)

The payout of incentives will be done through upfront and deferred installments, in cash or in UniCredit ordinary shares, up to a multi-year period. Each share tranche is subject to a 1 year retention period for both upfront and deferred shares, as foreseen by regulation. All the installments are subject to the application of malus (3) / claw-back conditions, as legally enforceable.

At local level, Group Entities may perform calibrations on the length of the deferral schemes and/or the use of financial instruments to be aligned with more restrictiv local regulations. For further details please refer to the 2025 Group Remuneration Policy.

(1) Staff members below GEC-1 which are senior management of the Legal Entities of Group Material Business Units. This includes: Group CEO, Heads of Group Businesses/Divisions, Heads of Group Competence Lines, Group CEO reporting lines and all other Senior Management roles in Group Legal Entities (as defined by Bank of Italy) receiving a significant amount of variable remuneration. (2)430.000 Euro is the lower amount of variable remuneration.

(3) Malus conditions that reduce the payable amount based on profitability, liquidity, capital position

Information of the institution' criteria for ex pos djustments (malus during deferral and clawback after sting, if permitted by national law).

Malus and claw-back mechanisms may apply in the case of verification of behaviors adopted in the reference period (performance period), for which the employee

contributed with fraudulent behavior or gross negligence to the Group incurring significant financial losses, or by his/her conduct had a negative impact on the risk profil or on other regulatory requirements at Group or country/division level;

engaged in misconduct and/or fails to take expected actions which contributed to significant reputational harm to the Group or to the country/division, or which we ubject to disciplinary measures by the Authority;

is the subject of disciplinary measures and initiatives envisaged in respect of fraudulent behavior or characterized by gross negligence during the reference pe infringed the requirements set out by articles 26 TUB and 53 TUB, where applicable, or the obligations regarding the remuneration and incentive system

Malus mechanisms are also applied to take into account the performance net of the risks actually assumed or achieved, the performance related to the balance sheet ar iquidity situation.

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.Where applicable, shareholding requirements that may e imposed on identified staff.

Share ownership guidelines set minimum levels for company share ownership by relevant Executives (1), aiming to align managerial interests to those of shareholders b assuring appropriate levels of personal investment in UniCredit shares over time.

The Board approved at the end of 2011 the share ownership guidelines applied to the Chief Executive Officer, to General Manager and Deputy General Manager roles, any, starting from 2023, in line with the current organizational structure, the share ownership guidelines are applicable to the members of the Group Executive Committs (GEC) and their first reporting line, the so-called GEC-1, with managerial responsibilities:

3 x annual base salary for Chief Executive Officer
1.5 x annual base salary for Group Executive Committee (GEC) Members
0.5 x annual base salary for GEC-1 with managerial resp

The established levels should be reached, as a rule, within five years from the appointment to the above indicated Executives, categories within the scope of the guidelines and should be maintained until the position is held. The achievement of the share ownership levels should be accomplished through a pro-rata approach over a 5-year period, granting the minimum amount of shares each year, taking into consideration potential vested plans.

Involved Executives are also expected to refrain from entering into schemes or arrangements that specifically protect the unvested value of equity granted under incentiviplans (so called "hedging").

Such clauses are contained in all relevant incentive plan rules and apply to all beneficiaries, since involvement in such schemes undermines the purpose of limiting th

Any form of violation of share ownership guidelines as well as any form of hedging transaction shall be considered in breach of Group compliance policies with suc consequences as provided for under enforceable rules, provisions and procedures.

Local adaptations based on specific regulations and/or business shall be envisaged consistently with the global approach at Group level.

Considering the application, from 2016, of the new ratio between the variable and the fixed components of remuneration (which cannot exceed the limit of one thin
or the Material Risk Takers within Italian Control Functions, while fixed remuneration is expected to be the predominant component for the Control Functions of othe
leographies), share ownership guidelines are not applied to Executives who are part of Corporate Control Functions.

. Information on the specific performance indicators sed to determine the variable components of emuneration and the criteria used to determine the analance between different types of instruments awarded, ncluding shares, equivalent ownership interests, share-inked instruments, equivalent non cash-instruments, pptions and other instruments.

The description of the main parameters and rationale for any variable components scheme and any other non-cash benefit in accordance with point (f) of Article 450(1) CRR. Disclosures shall include: The variable component of remuneration is mainly determined by the Operating EVA (1) pre-bonus as performance indicator of operative performance

The Group Incentive System provides for a balanced structure of unfront (following the moment of performance evaluation) and deferred payments, in cash and/or hares for Material Risk Takers. The distribution of share payments takes into account the applicable regulatory requirements regarding the application of share retention periods.

for Group Material Risk Takers, the annual variable remuneration has to be deferred if it: is above 50,000 EUR or

represents more than one third of the total annual remuneration

elow this threshold no deferral mechanisms will be applied, according to relevant regulatory indications.

| The individual bonus is composed of 100% of shares for Group CEO, Group Chief Audit Executive and GEC members, more than 50% in shares for GEC-1 Members, Grou CAE direct reports, Senior Management (2) and of 50% cash and 50% shares for the remaining Group Material Risk Takers.

It is paid out over a period up to seven years, ensuring alignment with shareholders' interests and malus and claw-back conditions, as legally enforceable.

he balance between shares and cash is guided by the specific regulatory requirements on the matter.

ent authority, the total remuneration for each member of the management body or senior managem

(1) Operating EVA defined as Net Operating Profit - Cost of Capital. . Cost of Capital defined as the average Allocated Capital multiplied by the Cost of Equity (Ke) plus the additional Tier1 corrective factor) adjusted for AT1, excess of capital and cash charges.

(2) Staff members below GEC-1 which are senior management of the Legal Entities of Group MBU. This includes: Group CEO, Heads of Group businesses/Divisions, Heads of Group Competence Lines, Group CEO reporting lines and all other Senior Management roles in Group Legal Entities (as defined by Bank of Italy) receiving a significant amount of variable remuneration.

Upon demand from the relevant Member State or con

Please refer to the tables reported at the end of the current section and in the paragraph 4.1 of Section II within the 2026 Group Remuneration Policy and Report: "Compensation to members of the corporate bodies charged with strategic supervision and control functions and Executives with Strategic Responsibilities".

Information on whether the institution benefits from a derogation laid down in Article 94(3) CRD in accordance with point (k) of Article 450(1) CRR

Information on whether the institution benefits from a de I. For the purposes of this point, institutions that benefit from such a derogation shall indicate whether his is on the basis of point (a) and/or point (b) of Article 94(3) CRD. They shall also indicate for which of the emuneration principles they apply the derogation(s), he number of staff members that benefit from the ferogation(s) and their total remuneration, split into ixed and variable remuneration.

Derogation based on point (b): nr. of staff members that benefit from the derogation: 262

total remuneration: 44,250 k Eur o/w fixed remuneration: 34,929 k Eur

Large institutions shall disclose the quantitative inform

on the remuneration of their collective management body, differentiating between executive and non-executive members in accordance with Article 450(2) CRF

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2025 Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities.

Compensation to Directors

Board of Directors	Office	Total fixed comp.	Variable non equity compensation bonuses and other incentives	Non-monetary benefits	Other Remuneration	Total	Fair value of equity comp.*	Severance indemnity for end of office or termination of employment
Pietro Carlo Padoan	Chair of the Board Chair of Governance & Sustainability Committee	1,009,000€	-	21,902€	-	1,030,902 €	-	-
Andrea Orcel	Chief Executive Officer	4,150,000€	-	499,049 €	22,368 €	4,671,417 €	6,802,863€	-
Elena Carletti	Member of the Board Deputy Vice Chair of the Board Chair of Risk Committee	340,000 €	-	-	-	340,000 €	-	-
Paola Bergamaschi	Member of the Board Member of Risk Committee Member of Remuneration Committee	260,000 €	-	-	-	260,000 €	-	-
Paola Camagni	Member of the Board and Audit Committee	230,000 €	-	7,104 €	-	237,104 €	-	-
Vincenzo Cariello	Member of the Board Member of Governance & Sustainability Committee Member of Related Parties Committee	204,247 €	-	7,104 €	-	211,351 €	-	-
Antonio Domingues	Member of the Board Chair of Remuneration Committee Member of Nomination Committee	260,000 €	-	-	-	260,000 €	-	-
Julie B. Galbo	Member of the Board and Audit Committee	230,000 €	-	-	-	230,000 €	-	-
Jeffrey Alan Hedberg	Member of the Board Member of Governance & Sustainability Committee Chair of Nomination Committee	260,000€	_	-	-	260,000 €	-	-
Doris Honold	Member of the Board Member of Risk Committee ^B	165,069€	-	-	-	165,069 €	-	-
Beatriz Lara Bartolomé	Member of the Board Member of Nomination Committee	170,000€	-	-	-	170,000 €	-	-
Maria Pierdicchi	Member of the Board Chair of Related Parties Committee Member of Remuneration Committee	252,329 €	-	-	-	252,329 €	-	-
Marco Rigotti	Member of the Board and Chair Audit Committee Member of Risk Committee	390,000 €	-	7,104 €	-	397,104 €	-	-
Francesca Tondi	Member of the Board Member of Related Parties Committee Member of Risks Committee	185,452 €	-	-	-	185,452 €	-	-
Gabriele Villa	Member of the Board and Audit Committee	230,000€	-	7,104 €	-	237,104 €	-	-
Total Board of Directors		8,336,096 €	-	549,368 €	22,368 €	8,907,831€	6,802,863€	-

Numbers may not add due to rounding.

A. Office held since March 27, 2025 B. Office held since April 11, 2025 C. Office held from January 28, 2025 until April 11, 2025

Compensation to Executives with Strategic Responsibilities

Executives with Strategic Responsibilities (Eur)	Total fixed comp.	Variable non equity compensation bonuses and other incentives	Non-monetary benefits	Other Remuneration	Total	Fair value of equity comp.*	Severance indemnity for end of office or termination of employment
Other Executives with Strategic Responsibilities (total 10 FTEs on yearly basis)	11,553,850€	-	2,009,293 €	371,584 €	13,934,727€	13,344,117 €	3,158,200 €

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Template EU REM1 - Remuneration awarded for the financial year

			a	b	С	d
			MB Supervisory function ¹	MB Management function	Other senior management	Other identified staff
1		Number of identified staff	14	1	370	434
2		Total fixed remuneration	4.236	4.843	117.009	95.585
3		Of which: cash-based	4.186	4.150	100.988	86.693
4		(Not applicable in the EU)
EU-4a	Fixed	Of which: shares or equivalent ownership interests	-	-	-	-
5	remuneration	Of which: share-linked instruments or equivalent non-cash instruments	-	-	-	-
EU-5x		Of which: other instruments	-	-	-	-
6		(Not applicable in the EU)
7		Of which: other forms ²	50	693	16.021	8.892
8		(Not applicable in the EU)
9		Number of identified staff	14	1	370	434
10		Total variable remuneration	=	11.773	91.905	63.591
11		Of which: cash-based	=	-	34.858	36.534
12		Of which: deferred	=	-	13.338	12.103
EU-13a		Of which: shares or equivalent ownership interests	-	11.773	55.516	27.045
EU-14a	Variable	Of which: deferred	-	7.064	36.216	12.471
EU-13b	remuneration	Of which: share-linked instruments or equivalent non-cash instruments	=	-	1.381	-
EU-14b		Of which: deferred	-	-	850	-
EU-14x		Of which: other instruments	-	-	-	-
EU-14y		Of which: deferred	-	-	-	-
15		Of which: other forms ²	-	-	151	12
16		Of which: deferred	-	-	-	-
17	Total remunera	ation (2 + 10)	4.236	16.616	208.915	159.176

Note:information as of the date of publication; number of Group Material Risk Takers reported in the table refers to FTEs at 31/12/2025 (net of 48 leavers during 2025); other Senior Management includes employees identified as per art 92.3 a together with GEC -1 with managerial responsibility; the fixed payments are referred at data as of 31/12/2025 for current GMRTs employed, while for the GMRTs who left/joined the company during 2025 a pro rata approach has been applied; the variable remuneration includes: 2025 bonus outcome, non-standard compensations awarded in 2025, 2025 severance payments excluding notice period and other payments, benefit ad personam.

1 Number and remuneration of MB in Supervisory Function are pro-rated as represented in Consob tables. 2 Value related to a sub-set of benefits - accommodation, company car, health insurance, integrative pension fund, and schooling - assigned according to Group/Local Policies. Values are estimated, based on the costs borne by the Company to grant the mentioned benefits, and includes also one-off payments; amounts are net, gross only if defined as such within the Policies. The Employer's Contribution to Mandatory Public Pension Scheme (e.g INPS) and the Employer's Accruals to Mandatory Deferred Remuneration Schemes (e.g TFR) are not included. For terminated employee's pro-quota values were considered.

Template EU REM2 - Special payments to staff whose professional activities have a material impact on institutions' risk profile (identified staff)

		а	b	С	d
	Data in K Eur	MB Supervisory function	MB Management function	Other senior management	Other identified staff
	Guaranteed variable remuneration awards
1	Guaranteed variable remuneration awards - Number of identified staff	=	=	4	1
2	Guaranteed variable remuneration awards -Total amount	-	-	1.390	70
3	Of which guaranteed variable remuneration awards paid during the financial year, that are not taken into account in the bonus cap	-	-	1.390	70
	Severance payments awarded in previous periods, that have been paid out during the financial year
4	Severance payments awarded in previous periods, that have been paid out during the financial year - Number of identified staff	-	-	35	57
5	Severance payments awarded in previous periods, that have been paid out during the financial year - Total amount	-	-	4.016	4.170
	Severance payments awarded during the financial year
6	Severance payments awarded during the financial year - Number of identified staff	-	-	21	19
7	Severance payments awarded during the financial year - Total amount	=	=	11.927	12.066
8	Of which paid during the financial year	-	-	6.275	4.424
9	Of which deferred	-	-	5.651	7.643
10	Of which severance payments paid during the financial year, that are not taken into account in the bonus cap	=	ē	11.927	12.066
11	Of which highest payment that has been awarded to a single person	-	-	3.158	3.972

Note: The severance payments awarded in previous periods includes previous years Group Material Risk Takers. The severance payments awarded during the financial year includes 2025 Group Material Risk Takers and also those that were identified in the previous year GMRT cycle but not confirmed in 2025. The severance amounts include all elements of the exit package (e.g. Indemnity in Lieu of Notice).

{126}------------------------------------------------

Template EU REM3 - Deferred remuneration

Data in K Eur	a	b	c	d	e	f	EU - g	EU - h
Deferred and retained remuneration	Total amount of deferred remuneration awarded for previous performance periods1	Of which due to vest in the financial year	Of which vesting in subsequent financial years	Amount of performance adjustment made in the financial year to deferred remuneration that was due to vest in the financial year	Amount of performance adjustment made in the financial year to deferred remuneration that was due to vest in future performance years	Total amount of adjustment during the financial year due to ex post implicit adjustments (i.e.changes of value of deferred remuneration due to the changes of prices of instruments)2	Total amount of deferred remuneration awarded before the financial year actually paid out in the financial year3	Total of amount of deferred remuneration awarded for previous performance period that has vested but is subject to retention periods1
MB Supervisory function	-	-	-	-	-	-	-	-
Cash-based	-	-	-	-	-	-	-	-
Shares or equivalent ownership interests	-	-	-	-	-	-	-	-
Share-linked instruments or equivalent non-cash instruments	-	-	-	-	-	-	-	-
Other instruments	-	-	-	-	-	-	-	-
Other forms	-	-	-	-	-	-	-	-
MB Management function	58.653	9.742	48.911	-	-	39.316	8.364	6.304
Cash-based	-	-	-	-	-	-	-	-
Shares or equivalent ownership interests	58.653	9.742	48.911	-	-	39.316	8.364	6.304
Share-linked instruments or equivalent non-cash instruments	-	-	-	-	-	-	-	-
Other instruments	-	-	-	-	-	-	-	-
Other forms	-	-	-	-	-	-	-	-
Other senior management	416.236	99.441	316.795	-	-	233.769	101.329	110.650
Cash-based	46.302	1.545	44.757	-	-	-	12.704	-
Shares or equivalent ownership interests	327.611	89.540	238.070	-	-	233.769	80.076	95.076
Share-linked instruments or equivalent non-cash instruments	42.323	8.356	33.968	-	-	-	8.549	15.574
Other instruments	-	-	-	-	-	-	-	-
Other forms	-	-	-	-	-	-	-	-
Other identified staff	125.105	56.751	68.354	-	-	84.246	83.991	85.888
Cash-based	28.752	5.055	23.696	-	-	-	15.396	-
Shares or equivalent ownership interests	96.354	51.696	44.658	-	-	84.246	68.594	85.888
Share-linked instruments or equivalent non-cash instruments	-	-	-	-	-	-	-	-
Other instruments	-	-	-	-	-	-	-	-
Other forms	-	-	-	-	-	-	-	-
Total amount	599.994	165.934	434.060	-	-	357.331	193.684	202.843

Note: Population in scope refers to 2025 Group Material Risk Takers

¹ For UniCredit Shares: equity-based deferral based on the average share price of the month preceding the BoD approving FY financial results (i.e. from 08.01.2026 to 08.02.2026) at 72,588 €. For Zaba shares: based on average Zaba share price from 09.01.2026 to 08.02.2026 (24 EUR).

² Delta between share price at grant and share price as reported in note 1.

³ For UniCredit Shares: equity-based deferral based on the 2025 Italian Fiscal price 2025 as average of the month preceding the shares delivery (45,604 EUR); for Zaba Shares: based on Zaba share price 2025 (26,29 EUR).

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Template EU REM4 - Remuneration of 1 million EUR or more per year

		a
		Identified staff that are high earners as set out in Article 450(i) CRR
1	1 000 000 to below 1 500 000	30
2	1 500 000 to below 2 000 000	6
3	2 000 000 to below 2 500 000	8
4	2 500 000 to below 3 000 000	5
5	3 000 000 to below 3 500 000	4
6	3 500 000 to below 4 000 000	2
7	4 000 000 to below 4 500 000
8	4 500 000 to below 5 000 000
9	5 000 000 to below 6 000 000
10	6 000 000 to below 7 000 000
11	7 000 000 to below 8 000 000
12	8 000 000 to below 9 000 000
13	9 000 000 to below 10 000 000
14	10 000 000 to below 11 000 000
15	11 000 000 to below 12 000 000
16	12 000 000 to below 13 000 000
17	13 000 000 to below 14 000 000
18	14 000 000 to below 15 000 000
19	15 000 000 to below 16 000 000
20	16 000 000 to below 17 000 000	1

Note:

information as of the date of publication
remuneration data as per REM1 table.
The number of Identified staff reported in the table includes also leavers during 2025.

Template EU REM5 - Information on remuneration of staff whose professional activities have a material impact on institutions' risk profile (identified staff)

		a	b	c	d	e	f	g	h	i	j
	Management body remuneration			Business areas
Data in K Eur		MB Supervisory function	MB Management function	Total MB	Investment banking	Retail banking	Asset management	Corporate functions	Independent internal control functions	All other	Total
1	Total number of identified staff										819
2	Of which: members of the MB	14	1	15
3	Of which: other senior management				46	83		181	60
4	Of which: other identified staff				128	98		72	136
5	Total remuneration of identified staff	4.236	16.616	20.853	103.974	78.920		126.436	58.760
6	Of which: variable remuneration	-	11.773	11.773	52.031	31.533		57.219	14.713
7	Of which: fixed remuneration	4.236	4.843	9.079	51.943	47.387		69.218	44.047

Note:

information as of the date of publication
remuneration data as per REM1 table

{128}------------------------------------------------

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.

AI assistant

Unicredit — Remuneration Information 2026

4272_rns_2026-02-27_30d06781-bd5a-41e3-ae3b-ccfae3983ae1.pdf

2026

Contents

Letter from the RemCo Chairman

Highlights

Section I. 2026 Group Remuneration Policy

Section II. Remuneration Report

Letter from the RemCo Chairman

Business strategy and results

Remuneration Strategy

Shareholder Engagement

Highlights

FOCUS

Business Strategy

1. Key Pillars

2. Material Risk Takers identification

2025 Group Material Risk Takers distribution

3. Compensation benchmarking and policy target

4. Ratio between variable and fixed compensation

5. Sustainable Performance Plan

6. Compliance breach, Malus and Claw-back

7. Share ownership guidelines

Share Ownership Guidelines

8. Severance payments

9. 2025 compensation decisions

› 2025 Bonus Pool outcomes

Bonus pool performance metric (Operating EVA 12 pre bonus – € bn)

2025 Bonus distribution

2025 Bonus differentiation and pay-for-performance for GMRTs

> 2022 Sustainable Performance Plan (2023-25 Long Term additional performance conditions)

Simplified version for CEO and GEC

› Employees' working conditions

› Compensation disclosure

10. 2025 ex-post disclosure of CEO performance and compensation data

2025 CEO scorecard: Results and bonus payout

More specifically:

Details

11. 2026 ex-ante disclosure of CEO target performance scorecard and compensation

2026 CEO Scorecard

Section I 2026 Group Remuneration Policy

1. Overview and principles

2. Governance

3. Compliance and Sustainability Drivers

4. Compensation Framework

5. Group Compensation

Systems

1. Overview and principles

1.1 Remuneration Policy alignment to sustainability strategy

FOCUS

Diversity, Equity and Inclusion (DE&I)

FOCUS

ESG – Environmental, Social & Governance

1.2 Employee working conditions, an integral part of the remuneration policy

FOCUS

Employees' working conditions

FOCUS

Welfare in Italy

1.3 Shareholders vote and main changes introduced with the 2026 Group Remuneration Policy

2. Governance

2.1 Corporate Bodies and Committees

2.1.1 Role of the Remuneration Committee

1 st quarter:

2 nd quarter:

3 rd / 4th quarter:

FOCUS

Additionally, the Committee:

2.1.2 Role of the Shareholders' Meeting

2.1.3 Role of the Board of Directors

2.1.4 Role of the Audit Committee

2.1.5 Role of the Risk Committee

2.1.6 Role of the Related-Parties Committee

2.2 Definition of the Group Remuneration Policy

2.3 Role of the Corporate Control Functions

2.3.1 Role of the Compliance Function

2.3.2 Role of the Risk Management Function

2.3.3 Role of the Internal Audit Function

2.4 Material Risk Takers identification process

2.4.1 Process

Unicredit Remuneration Information 2026