0 - CopertinaRelIll ing - unicreditgroup.eu · Company and of Group banks and companies who hold ... Family Financing Bank SpA and UniCredit Bancassurance ... (London, New York, Munich

Ordinary and Extraordinary Shareholders’ Meeting

27th April 2011

• Directors’ Reports and proposals concerning the items on the agenda

UniCredit S.p.A. Registered Office Via A. Specchi 16 00186 Rome Head Office Piazza Cordusio 20123 Milan

Share capital € 9,649,245,346.50 fully paid in - Registered in the Register of BankingGroups and Parent Company of the UniCreditBanking Group, with cod. 02008.1 - Cod. ABI 02008.1 - Fiscal Code, VAT number andRegistration number with the CompanyRegister of Rome: 00348170101 - Member of the National Interbank Deposit GuaranteeFund.

AGENDA Ordinary Part

1. Presentation of the financial statement as at 31 December 2010, accompanied by the Directors’ and Auditing Company’s Reports; Report from the Board of Statutory Auditors. Presentation of the consolidated financial statement;

2. Allocation of the net profit of the year; 3. Appointment of a Director for integration of the Board of Directors, after reduction of Board

members from 23 to 22; 4. Redefinition of the total compensation due to the Directors who are members of Board

Committees and other Company’s bodies; 5. Integration of hours and fees of the auditing firm KPMG S.p.A. for the 2011 and 2012

financial years; 6. Company’s absorption of the cost of the remuneration due to the Common Representative of

the Savings Shareholders; 7. UniCredit's Regulations governing general meetings: amendment to clauses 1, 2, 3, 4, 5, 7,

8, 9, 10, 11, 12, 16 and 17; removal of clauses 18 and 19 and consequent renumbering of subsequent clauses; amendment of current clause 22 (to be renumbered as clause 20);

8. Group’s compensation policy; 9. Group’s compensation practices for 2011; 10. Group's 2011 employee share ownership plan.

Extraordinary part

1. Amendments to clauses 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 and 32 of the Articles of Association;

2. Delegation to the Board of Directors, pursuant to section 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions for a maximum period of five years starting from the date of the shareholders' resolution, to carry out a free share capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of €103,000,000 corresponding to a maximum of 206,000,000 ordinary shares in UniCredit with a par value €0.50 each, to be assigned to the Personnel of the Holding Company and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives; consequent amendments to the Articles of Association;

3. Delegation to the Board of Directors, pursuant to section 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions for a maximum period of five years starting from the date of the shareholders' resolution, to carry out a paid increase in share capital, as allowed by section 2441 of the Italian Civil Code, for a maximum nominal amount of €34,000,000 corresponding to up to 68,000,000 ordinary shares in UniCredit with a par value €0.50 each, to be reserved for the Personnel of the Holding Company and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives; consequent amendments to the Articles of Association.

Nota: For reports concerning:

• Examination of the financial statements as at 31st December 2010 together with the Board of Directors’, Auditing company’s and Statutory Auditors’ report;

• Allocation of annual net profit; please refer to the Annual Report.

DIRECTORS’ REPORT

Appointment of a Director for integration of the Board of Directors, after reduction of Board members from 23 to 22 Dear Shareholders, the Board of Directors called the Ordinary Shareholders’ Meeting for the appointment of a Director, after determination of the number of Board members. In this regard, we remind you that on September 30, 2010 the Board of Directors - by passing a resolution approved by the Board of Statutory Auditors - co-opted Mr. Federico Ghizzoni pursuant to Sect. 2386 of the Italian Civil Code and appointed him as Chief Executive Officer, in substitution of Mr. Alessandro Profumo who resigned his office. According to the aforesaid law, the co-opted Director remains in office until the next shareholders' meeting that is the Shareholders’ Meeting called for the approval of the 2010 financial statements.

Moreover, we remind you that Mr. Salvatore Ligresti resigned from the

UniCredit’s Board of Directors starting from March 22, 2011.

In the light of the above circumstances and in line with the international best practices on governance – which call for containing the dimension of the strategic managerial bodies – it is proposed the reduction of the number of Board members from 23 to 22 and, consequently, the appointment of only one Director for the integration of the Board of Directors, whose mandate will last until the term of the other Directors’ office (that is the Shareholders’ Meeting called for the approval of the 2011 financial statements). The proposed dimension of the Board of Directors as well as the personal features, the profiles and the experiences of the Directors currently in office are able to face up to the complexity and the specificity of the sector where your Company acts.

In this regard, we remind you that for the appointment of the Director for the integration of the Board the majorities established by the prevailing laws shall be adopted by the Ordinary Shareholders’ Meeting, without the application of list vote system. Furthermore, we recall you that the Board of Directors set some requirements, in addition to the requirements as set forth by the current laws and regulations, that the Directors should meet and the threshold of the number of offices in supervisory, managerial and controlling bodies that UniCredit Corporate Officers should hold in order to assure the good functioning of the Board of Directors; these information are contained in the “UniCredit Board of Directors’ Rules and Regulations” published on the UniCredit web site (Governance section).

♦ ♦ ♦

Dear Shareholders,

with respect to the above mentioned, we invite you

1) to approve the reduction of the number of Board members of your Company from 23 to 22, also taking in mind the international best practice;

2) to express your proposals in order to resolve upon the appointment of a member

of the Board of Directors who will remain in office until the Shareholders’ Meeting called for the approval of the 2011 financial statements.

DIRECTORS’ REPORT

Redefinition of the total compensation due to the Directors who are members of Board Committees and of other Company’s bodies Dear Shareholders,

We remind you that the Ordinary Shareholders’ Meeting held on April 29, 2009 resolved to give UniCredit’s Board of Directors an annual total amount of € 3,200,000, including € 1,315,000 for members of the Board committees and an attendance fee of € 400 for every meeting of the Board of Directors and of the other Committees. Following this resolution, the Board of Directors decided that an annual compensation fee of € 40,000 would be paid to every member of the Permanent Strategic Committee, the Remuneration Committee, the Internal Controls & Risks Committee and the Corporate Governance, HR and Nomination Committee.

We also recall you that the aforesaid Shareholders’ Meeting set the remuneration for the Chairman of the Supervisory Body pursuant to Legislative Decree 231/2001 at € 25,000. Then the Ordinary Shareholders’ Meeting held on April 22, 2010 decided to raise this amount at € 40,000, taking into account the increased responsibilities and commitments required of this Supervisory Body. In light of the above, we inform you that - in order to ensure an efficient system of internal controls and risks consistent with the structure that the Bank, also considering the new provisions issued by Consob with reference to operations with related parties on June 2010 - the Board of Directors on September 30, 2010 decided the reorganization of the Internal Controls & Risks Committee into 3 Sub-Committees called (i) Sub-Committee for the Internal Controls, (ii) Sub-Committee for the Risks and (iii) Sub-Committee for the transactions with the related parties. In the same circumstance it approved the increase from 7 to 9 of the number of members of the Internal Controls & Risks Committee. Finally, consistently with the new “Organization, Management and Supervision Model pursuant to Legislative Decree 231/2001” adopted by the Company, the Board of Directors revised the composition of the Supervisory Body pursuant to Legislative Decree 231/2001: as from November 1, 2010 the members of the Supervisory Body are 7, whose 2 shall be non-executive and independent Directors of UniCredit and the other 5 shall be Company’s executives in apical position having guidance, support or control functions. The Chairman of the Supervisory Body pursuant to Legislative Decree 231/2001 shall be chosen between the Directors who are members of the Body.

In light of the above and taking into account the changes occurred in the composition of the Board Committees and of other Company’s Bodies, we are proposing you the redefinition of the total amount of the compensation due to the Directors who hold an office in the aforesaid Committees and in the other Company’s bodies, setting for a sole total amount to be allocated by the Board of Directors to the Directors, taking into account the relevant date of appointment and any needs expected for the future.

Dear Shareholders, in relation of what has been stated above, you are invited

to decide on the following total amount for the compensation due to the Directors who hold an office in Boards Committees and other Company’s Bodies: € 1,600,000 plus an attendance fee of € 400 for every meeting.

INTEGRATION OF HOURS AND FEES OF THE AUDITING FIRM KPMG S.P.A. FOR THE 2011 AND 2012 FINANCIAL YEARS

Shareholders, UniCredit SpA’s Board of Statutory Auditors

WHEREAS

The external auditors KPMG SpA worked more hours for the 2010 audit of the annual accounts, the consolidated accounts, the condensed interim consolidated and company accounts and the internal accounts of the international branches, due to the extraordinary corporate transactions and the organisational changes that took place in UniCredit SpA in 2010, inter alia following the ONE4C project, which included the absorption by UniCredit SpA, effective 1 November 2010, of its former subsidiaries UniCredit Banca SpA, UniCredit Banca di Roma SpA, Banco di Sicilia SpA, UniCredit Corporate Banking SpA, UniCredit Private Banking SpA, UniCredit Family Financing Bank SpA and UniCredit Bancassurance Management & Administration S.c.r.l.

KPMG has proposed increased hours as compared to the audit contract for

FY 2010 - which were approved by the Board of Directors on 22 March 2011 - following the mentioned reorganisation of the UniCredit Group in Italy, as follows:

40,000 hours of work on the annual accounts - fee: € 5,900,000; 6,300 hours of work on the consolidated accounts - fee: € 900.000; 1,200 hours of work on a limited audit of the internal accounts of the

international branches (London, New York, Munich and Shanghai) - fee: €184,000;

KPMG SpA has estimated increased hours of work on the engagements

previously agreed (see attached document), for FYs 2011 and 2012,. The first three columns give the hours and fees before ONE4C integration divided into: 1. UniCredit contract pre-merger. 2. Total of merged entities’ contracts. 3. Column 1 + column 2.

The fourth column shows KPMG’s estimate for FYs 2011 and 2012. The last columns give the differences in the number of hours and the fee amounts and the related percentage differences.

KPMG’s estimate of additional hours has been reviewed by the Board of

Statutory Auditors in several meetings with KPMG and UniCredit departments in order to reach a better understanding of the main

activities that are necessary for the audit of the accounts, in light inter alia of the mentioned corporate transaction.

The increased hours required for 2011 are as follows:

1. For the annual accounts: additional checks to complete the activities performed in 2010 on processes arising out of ONE4C, completion of the new organisational model and internal controls over the financial reporting process, to be considered net of the forecast reduction in audit hours given the synergy produced by the merger.

2. For the consolidated accounts: additional checks as required by § 123-bis Law 58/1998 regarding assessment of the consistency of the corporate governance report and the ownership structure of UniCredit with the accounts to which it refers; and increased analysis and monitoring of the work done by secondary auditors due also to the recent reorganisation of the CFO function.

3. For the consolidated and company first-half accounts: checks of the internal controls over the financial reporting process a verifiche riferite al sistema di controllo interno sul processo di informativa finanziaria and analysis and monitoring of the work done by secondary auditors.

4. For the international branches: an audit of the new branch in Munich (formerly UniCredit Family Financing Bank SpA) and transfer of the business of the closed branches (Paris, Madrid and Hong Kong) to London and Shanghai.

The increased hours required for 2012 are:

1. due to the greater complexity of audits of the consolidated accounts, the international branches and the consolidated and company first-half accounts which are identical to those foreseen for 2011.

2. to be understood in light of the foreseeable reduction in audit hours given the synergy produced by the merger.

The increased hours required for the annual accounts, the consolidated

accounts and the condensed interim consolidated and company accounts for FYs 2011 and 2012 are borne out by the information transmitted by KPMG - specifically regarding UniCredit SpA - in its annual report, in which KPMG specified a greater number of hours actually worked for its 2008 and 2009 audits than the contractual total of the subsidiaries absorbed under ONE4C as follows:

Annual Accounts: +7,010 in 2008 and +5.231 in 2009; Consolidated Accounts: +1,750 in 2008 and in 2009; First-Half Accounts: +1,904 in 2008 and +1,584 in 2009.

As noted above, the 3,034 additional audit hours for the 2012 annual accounts, intoduced in 2010 and confirmed for 2011 - in respect of audit procedures regarding the consolidated accounts and the international branches and to a lesser extent in the first-half accounts - is borne out by the synergy produced by the Italian entities merger, in light of the completion of the new organisational model and the presumed improvement in internal controls over the financial reporting process.

For FYs 2011 and 2012, in brief, assuming 2% annual inflation increases,

UniCredit will bear a cost of €6.3 million for FY 2011 and €5.1 milllion for FY 2012, including the supervisory contribution currently 9.45%, expenses and VAT.

HAVING REGARD TO

§ 13 (1) Law 39/2010 Paragraph 7.1 of KPMG SpA’s proposal dated 4 March 2004 and Paragraph 5

of UniCredit SpA’s appointment letter dated 19 May 2005

HAVING REVIEWED

KPMG SpA’s proposal of increased hours and fees dated 10 March 2011 included in the papers of this Board of Statutory Auditors,

The Internal Audit Department’s review of the proposed increase dated 14 March 2011 included in the papers of this Board of Statutory Auditors, and its judgement that KPMG’s proposal is overall appropriate to the new corporate structure, and

The Chief Financial Officer’s Accounting Area’s review of the above proposed fee increase dated 16 March 2011 and its judgement that KPMG’s proposal is overall appropriate to the new corporate structure,

HAVING NOTED

that the requested increase is consistent with the contractual clauses and

the requirements of Consob Notice 96003558 dated 18 April 1996, that the new estimate of increased fees made by KPMG (net of ISTAT

inflation increases, the supervisory contribution, expenses and VAT) is €2,700,000 for the FY 2011 annual accounts, €900,000 for the FY 2011 consolidated accounts, €600,000 for the FY 2011 condensed interim consolidated and company accounts and €184,000 for the FY 2011 internal accounts of the London, New York, Munich and Shanghai branches (fees calculated using the per-hour tariff set by the last contract amendment approved by the Board of Directors on 22 March 2011 and adjusted for ISTAT-rate inflation), giving a total increase for FY 2011 of 27,020 hours and €3,293,636 in fees.

that the new estimate of increased fees made by KPMG (net of ISTAT inflation increases, the supervisory contribution, expenses and VAT) is €1,800,000 for the FY 2012 annual accounts, €900,000 for the FY 2012 consolidated accounts, €600,000 for the FY 2012 condensed interim consolidated and company accounts and €184,000 for the FY 2012 internal accounts of the London, New York, Munich and Shanghai branches (fees calculated using the per-hour tariff set by the last contract amendment approved by the Board of Directors on 22 March 2012 and adjusted for ISTAT-rate inflation), giving a total increase for FY 2012 of 20,020 hours and €2,393,636 in fees.

NOW THEREFORE ASKS YOU TO APPROVE

THE FOLLOWING RESOLUTION:

“The Shareholders’ Meeting, pursuant to § 13 (1) of Law 39/2010, have examined the substantiated proposal of the Board of Statutory Auditors, judging KPMG SpA’s request for an amendment to the audit contract contained in its letter dated 10 March 2011,

resolves

to approve the request, noting that

the new estimate of increased fees made by KPMG (net of ISTAT inflation increases, the supervisory contribution, expenses and VAT) is €2,700,000 for the FY 2011 annual accounts, €900,000 for the FY 2011 consolidated accounts, €600,000 for the FY 2011 condensed interim consolidated and company accounts and €184,000 for the FY 2011 internal accounts of the London, New York, Munich and Shanghai branches (fees calculated using the per-hour tariff set by the last contract amendment approved by the Board of Directors on 22 March 2011 and adjusted for ISTAT-rate inflation), giving a total of €4,384,000 i.e. an increase for FY 2011 of 27,020 hours and €3,293,636 in fees.

the new estimate of increased fees made by KPMG (net of ISTAT inflation increases, the supervisory contribution, expenses and VAT) is €1,800,000 for the FY 2012 annual accounts, €900,000 for the FY 2012 consolidated accounts, €600,000 for the FY 2012 condensed interim consolidated and company accounts and €184,000 for the FY 2012 internal accounts of the London, New York, Munich and Shanghai branches (fees calculated using the per-hour tariff set by the last contract amendment approved by the Board of Directors on 22 March 2012 and adjusted for ISTAT-rate inflation), giving a total di €3,484,000 i.e. an increase for FY 2012 of 20,020 hours and €2,393,636 in fees.”

The Board of Statutory Auditors of UniCredit SpA

1

DIRECTORS’ REPORT

Company's absorption of the cost of the remuneration due to the Common Representative of the Savings Shareholders

Dear Shareholders,

in relation to the appointment of Representative of the Savings

Shareholders for the three-year period 2011-2013 by the Special shareholders meeting as well as to the annual emolument to be paid the same, we recalls that up until now the ordinary shareholders' meeting has always authorized such annual remuneration established by the special meeting, be absorbed by the company.

Bearing in mind that the smooth operation of all its corporate bodies is in the company's general interest, we propose to, therefore, in line with the practise followed so far by the company, that you authorize this annual remuneration be borne by the company for the amount of Euro 25,000 (equal to the compensation paid yearly to the Representative over the last 3 years).

1

SHAREHOLDERS’ MEETING, ORDINARY SESSION

Directors’ Illustrative Report

“UNICREDIT’S REGULATIONS GOVERNING GENERAL MEETINGS: AMENDMENT

TO CLAUSES 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 16 AND 17; REMOVAL OF

CLAUSES 18 AND 19 AND CONSEQUENT RENUMBERING OF SUBSEQUENT

CLAUSES; AMENDMENT OF CURRENT CLAUSE 22 (TO BE RENUMBERED AS

CLAUSE 20)”

Dear Shareholders,

We have convened this Meeting in Ordinary Session to pass a resolution on the

proposal to amend some of the provisions in the Bank’s Regulations governing

General Meetings.

These amendments have been prompted by the advisability of aligning the

UniCredit General Meeting Regulations with the provisions under Legislative Decree

no. 27, of 27 January 2010, regarding the rights of shareholders in listed companies.

Further, we have taken this opportunity to remove clauses that no longer comply

with the way in which Meetings are conducted, and to update the content of other

clauses to reflect recent experience. Lastly, a number of amendments/variations of a

formal nature are also being proposed.

All of the proposed changes are summarized in the table that forms an

integral part of this Illustrative Report, which you have been distributed. There

follows a detailed presentation of the amendments to the Regulations on General

Meetings that we are submitting for your approval:

• Clause 1: the requirement to apply the measures contained in the Regulations

governing General Meetings to Meetings of Bondholders has been removed, as this

topic is, as required, regulated by the dispositions adopted on the issuance of

such financial instruments;

• Clause 2: this clause has been simplified, in part in view of the terminology

adopted under the above-mentioned Decree no. 27/2010. Moreover, the

reference to scrutineers, which is no longer pertinent, has been removed, while

2

Staff (not just Executive staff) and Corporate Officers belonging to Group

Companies are now being extended the possibility of attending General Meetings;

• Clause 3: the operational process of identifying those who are entitled to speak at

and attend Meetings is now defined within a single clause, reflecting that – as far

as meeting session attendance is concerned – it is no longer necessary to present

a copy of a notification issued by a broker. With regard to the audio/video

recording of Meetings, in addition to a number of clarifications, in line with the

new clause in the Articles of Association that is being submitted to a Meeting in

Extraordinary Session currently being convened, a new provision is being added to

allow holders of voting rights, where admissible pursuant to the notification of

convocation, to speak at Meetings via telecommunications-enabled media. Lastly,

it is explicitly stated that the company has the option of publicly making available

recordings of presentations by Bank Directors on agenda items;

• Clause 4: in addition to changes of a formal nature and a reallocation of

previously-existing provisions, it was deemed appropriate to remove clauses

regulating the designation of the Chairman of the Meeting, Secretary and Notary

as this matter is already covered in the UniCredit’s Articles of Association;

• Clauses 5, 7 and 8: a number of clarifications have been added to take into

account operational practice and technological advances in data recording and

transmission;

• Clause 9: in recognition of the provisions of Decree no. 27/2010, this clause has

been amended with particular reference to answers to queries put by

shareholders prior to a Meeting;

• Clauses 10, 11, 12, 16, 17, 18, 19 and 22: Clauses 18 and 19, which contained

provisions that no longer pertain to current operational practices, have been

removed, while the subsequent clauses have consequently been renumbered.

Clauses 10, 11, 12, 16, 17 and 22 (to be renumbered as Clause 20) have

undergone essentially formal amendments, or amendments conceived to render

them easier to understand and align them to operational practices. To conclude,

provisions already contained in applicable regulations have been eliminated.

Dear Shareholders,

If you are in agreement with the amendments illustrated above, we ask you to

adopt the following proposal:

3

“Having heard the proposal put by the Board of Directors, the General Shareholders’

Meeting in Ordinary Session

RESOLVES

1. To adopt the following amendments to the Regulations governing General Meetings:

• Amendment of paragraph 1 of Clause 1, pursuant to the following new wording:

“1. These Regulations regulate the way in which the General and Special Meetings

of the Shareholders of UniCredit (referred to hereinafter as the "Bank") and, where

compatible, the special meetings held for the holders of specific classes of shares.”

• Amendment of paragraph 1 of Clause 2, pursuant to the following new wording,

and removal paragraph 2, with the consequent renumbering of current

paragraphs 3, 4 and 5:

“1. The Meeting may be attended by persons who hold voting rights, including via

proxies, pursuant to applicable law and the Articles of Association.”

• Amendment of current paragraphs 4 and 5 of Clause 2 (renumbered as

paragraphs 3 and 4), pursuant to the following new wording:

“3. Deputy General Managers, where appointed, and the Bank’s Staff, Corporate

Officers and the Staff from UniCredit Group companies may also attend meetings.”

“4. Meetings may also be attended, without their being able to take the floor, by

experts and financial analysts accredited for specific individual Meetings by

financial brokers of an institutional nature, the representatives of the auditing firm

appointed as statutory external auditors, journalists accredited for specific

individual Meetings by Italian and foreign newspapers and periodicals, and by

Italian and foreign radio and television networks. The list of persons eligible to

attend Meetings must be provided in the minutes to the meetings or in an annex of

the minutes.”

• Amendment of paragraph 1 of Clause 3, pursuant to the following new wording,

and removal paragraph 2, with the consequent renumbering of the current

paragraph 3:

“1. Those entitled to speak at, or attend a Meeting pursuant to the provisions of

Clause 2 must allow themselves to be identified by the Bank’s officers, upon

entering the premises where the Meeting is to be held, and collect a special token

which will remain valid for as long as the Meeting continues, and which must also

be shown upon request to Bank officers.”

• Amendment of current paragraph 3 of Clause 3 (renumbered as paragraph 2),

pursuant to the following new wording:

4

“2. Unless otherwise indicated by the Chairman, Meetings shall be filmed/recorded

for broadcast/projection in premises linked by closed-circuit systems, and to

provide support during the preparation of answers during the Meeting; such

recordings shall be used by the Notary or the Secretary to draft the minutes of the

Meeting.”

• Addition of a new paragraph 3 to Clause 3, pursuant to the following new

wording:

“3. The Bank reserves the right to publicly circulate recordings of presentations by

Company Directors on topics on the agenda, and, where permissible under the

Articles of Association, utilise audio/video recordings in order to allow people with

voting rights to speak at the Meeting via telecommunications-enabled media.”

• Removal of paragraphs 1 and 2 of Clause 4 with the consequent renumbering of

current paragraphs 3 and 4 (to be renumbered as paragraphs 1 and 2), in

addition to the removal of current paragraphs 5 and 6;



“1. The Chairman of the Meeting, who may avail himself of the Staff appointed by

the Bank, ascertains that powers have been correctly delegated, that those in

attendance are entitled to participate in the Meeting and that the Meeting itself is

properly formed.“.


“1. No equipment that can be used for recording, photographing or broadcasting

the Meeting may be used in areas where the Meeting is held, without specific

authorisation from the Chairman.”


“1. In presenting the various items on the Agenda for discussion, the Chairman –

providing that the Meeting raises no objection in this regard - may deal with said

items in an order that is different from that set out in the Notice of Meeting or

propose that multiple topics on the agenda be dealt with concurrently, in cases

where such topics are closely related.”

• Amendments of paragraphs 2 and 5 of Clause 8, pursuant to the following new

wording:

“2. Those intending to take the floor must request permission to do so from the

Chairman, via the Notary or the Secretary, by providing him with a written request

containing details of the issue to which the request refers, after he has read out

the items on the Agenda and up until he declares discussions regarding the issue

5

to which the request to take the floor refers closed. The Chairman usually allows

persons to take the floor as per the chronological order in which they have

submitted their requests; where two or more requests are submitted at the same

time, the Chairman allows said persons to take the floor in the alphabetical order

of their surnames.”

“5. Deputy General Managers, where appointed, and the Bank’s Staff, Corporate

Officers and the Staff from UniCredit Group companies may take the floor, when

the Chairman deems useful in relation to the various items on the Agenda for

discussion.”


“1. The Chairman, or further to his invitation the Directors, Statutory Auditors,

General Managers, Deputy General Managers, and other members of the Staff of

the Company, or Corporate Officers and members of Staff of UniCredit Group

companies respond at the end of every intervention, or rather after all persons

have taken the floor for each specific item on the Agenda. Prior to the start of the

debate, or during the debate itself, answers shall be provided to any questions

posed by shareholders prior to the Meeting to which the Bank had not previously

responded.”

• Amendments of paragraphs 1 and 2 of Clause 10, pursuant to the following new

wording:

“1. The Chairman, after taking into account the nature and importance of

individual items making up the Agenda, and the number of people who have

requested to speak, determines the length of time – usually not more than ten

minutes – to be made available to each speaker to enable him to take the floor.”

“2. Those who have already taken the floor during discussions may ask to take the

floor a second time in respect of the same matter, in order to reply, for a period of

no more than five minutes.”

• Amendment of paragraphs 1 and 2 of Clause 11, pursuant to the following new

wording:

“1. The activities and discussions of the Meeting activities and discussions take

place during just the one meeting. During the course of this meeting, the

Chairman – where he feels it appropriate and the Meeting raises no objection in

this regard – may interrupt these activities and discussions for a period of no

longer than three hours in total.”

2. The Chairman may postpone the Meeting by no more than five days in the

circumstances foreseen by Clause 2374 of the Italian Civil Code, and may also

decide to do so in any other situation where he is required to do so or feels it

6

appropriate to do so, providing that the Meeting raises no objection in this regard;

if the meeting is so postponed, he will at the same time set the place, date and

time of the new Meeting when activities and discussions may be continued.”

• Amendment of the first alinea of paragraph 2 of Clause 12, pursuant to the

following new wording:

“2. To this end and for these purposes, he may (unless the Meeting raises an

objection in this regard) stop someone taking the floor in the following situations:

- where the speaker talks without the ability to do so, or continues to talk after the

time allocated to him has lapsed;”

• Addition of a new paragraph 1 to Clause 16, pursuant to the following new

wording, with the consequent renumbering of current paragraph 1 to paragraph

2:

“1. The Chairman shall adopt all appropriate measures to ensure that voting takes

place in an orderly fashion.”



“2. The Chairman may – depending on the circumstances – require votes in

respect of each individual issue to be cast after the end of discussions for each one

of them, or alternatively at the end of discussions for all or some items on the

Agenda.”

• Amendment of paragraph 1 of Clause 17, pursuant to the following new

wording:

“1. The Chairman establishes voting procedures for each Meeting, which may

involve allowing the use of computer-based vote registration and casting

systems.”

• Removal of Clauses 18 and 19, with the consequent renumbering of current

Clauses 20, 21 and 22;

• Amendment of paragraph 1 of the current Clause 22 (renumbered as Clause 20)


“1. Every amendment to these Regulations must be made, pursuant to the

provisions of prevailing laws, by way of a resolution carried by the General Meeting

of Shareholders on the basis of the quorums required to form a Meeting and to

carry a resolution and the formal and procedural requirements laid down by the

applicable law.”

7

2. To authorise the Chairman and Chief Executive Officer, jointly and severally, to

apply to these Regulations any amendments arising strictly out of a failure to adopt

any of these proposals to amend the articles put to today’s Meeting in extraordinary

session;

3. To empower the Chairman and Chief Executive Officer, jointly and severally,

including the power to make sub-delegations to Executive Staff, with any powers

necessary to make arrangements to implement the above resolutions pursuant to

law, and to undertake all other actions that may prove necessary in order to

execute these resolutions, including a specific prior declaration of approval and

ratification.”

- 1 -

Overview of the proposed amendments to UniCredit’s Regulations governing general meetings

CURRENT WORDING

DRAFT AMENDMENT

Clause 1

1. These Regulations regulate the way in which the General and Special Meetings of the Shareholders of UniCredit S.p.A. (referred to hereinafter as the "Bank") and, where compatible, the special meetings held for the holders of specific classes of shares and the meetings of bondholders.

Clause 1

1. These Regulations regulate the way in which the General and Special Meetings of the Shareholders of UniCredit S.p.A. (referred to hereinafter as the "Bank") and, where compatible, the special meetings held for the holders of specific classes of shares and the meetings of bondholders.

Clause 2

1. The Meeting may be attended by those entitled according to the law and the Articles of Association. Shareholders may also be represented pursuant to the provisions of Clause 13 of the Articles of Association, Clause 2372 of the Italian Civil Code and any further legal provisions applicable.

2. Meetings are also attended, without their being able to take the floor, by any non-shareholder scrutineers who are present to perform the functions provided for by the subsequent Clauses of these Regulations.

3. Meetings are attended by the General Managers, where appointed.

4. Deputy General Managers, where appointed, the Bank’s Executive Staff, the Directors and the Executive Staff of Group companies may also attend meetings.

5. Meetings may also be attended, without their being able to take the floor, by experts and financial analysts accredited for specific individual Meetings by financial brokers of an institutional nature, the representatives of the auditing firm mandated to certify the accounts, journalists accredited for specific individual Meetings by Italian and foreign newspapers and periodicals, and by Italian and foreign radio and television networks.

Clause 2

1. The Meeting may be attended by those entitled according to the persons who hold voting rights, including via proxies, pursuant to applicable law and the Articles of Association. Shareholders may also be represented pursuant to the provisions of Clause 13 of the Articles of Association, Clause 2372 of the Italian Civil Code and any further legal provisions applicable.

2. Meetings are also attended, without their being able to take the floor, by any non-shareholder scrutineers who are present to perform the functions provided for by the subsequent Clauses of these Regulations.

23. Meetings are attended by the General Managers, where appointed.

34. Deputy General Managers, where appointed, and the Bank’s Executive Staff, Corporate Officers the Directors and the Executive Staff from of UniCredit Group companies may also attend meetings.

45. Meetings may also be attended, without their being able to take the floor, by experts and financial analysts accredited for specific individual Meetings by financial brokers of an institutional nature, the representatives of the auditing firm appointed as statutory external auditors mandated to certify the accounts, journalists accredited for specific individual Meetings by Italian and foreign newspapers and periodicals, and by Italian and foreign radio and television networks. The list of persons eligible to attend Meetings must be provided in the minutes to the meetings or in an annex of the minutes.

Clause 3

1. Those entitled to attend a Meeting pursuant to

Clause 3

1. Those entitled to speak at, or attend a Meeting

- 2 -

the provisions of Clause 2, paragraph 1 above, must allow themselves to be identified and show to the Bank’s officers, upon entering the premises where the Meeting is to be held, their entrance tickets, which will be collected by same officers upon presentation of a means of identification that is valid for control purposes and is therefore to be shown upon request.

2. Those entitled to attend a Meeting pursuant to the provisions of Clause 2 must allow themselves to be identified by the Bank’s officers, upon entering the premises where the Meeting is to be held and, where authorised to enter the meeting room, to collect the necessary control slip, which is to be shown upon request.

3. Meetings may, where so decided by the Chairman, be filmed/recorded either for broadcasting/projection in premises linked by closed-circuit systems, or to provide support during the preparation of answers and the drafting of minutes.

pursuant to the provisions of Clause 2, paragraph 1 above, must allow themselves to be identified and show to by the Bank’s officers, upon entering the premises where the Meeting is to be held, and collect a special token which will remain valid for as long as the Meeting continues, and their entrance tickets, which will be collected by same officers upon presentation of a means of identification that is valid for control purposes and is therefore to which must also be shown upon request to Bank officers.

2. Those entitled to attend a Meeting pursuant to the provisions of Clause 2 must allow themselves to be identified by the Bank’s officers, upon entering the premises where the Meeting is to be held and, where authorised to enter the meeting room, to collect the necessary control slip, which is to be shown upon request.

23. Unless otherwise indicated by the Chairman, Meetings may, where so decided by the Chairman, shall be filmed/recorded either for broadcasting/projection in premises linked by closed-circuit systems, and or to provide support during the preparation of answers during the Meeting; such recordings shall be used by the Notary or the Secretary to and the drafting of the minutes of the Meeting.

3. The Bank reserves the right to publicly circulate recordings of presentations by Company Directors on topics on the agenda, and, where permissible under the Articles of Association, utilise audio/video recordings in order to allow people with voting rights to speak at the Meeting via telecommunications-enabled media.

Clause 4

1. Those entitled to do so see to the designation of the person invited to chair the Meeting, in those cases where it is necessary, pursuant to the provisions of Clause 15 of the Articles of Association, and a Secretary.

2. Support is not required from a Secretary when the minutes of a Meeting are drafted by a notary.

3. The Chairman of the Meeting, who may avail himself of the appropriate Bank Staff, ascertains that powers have been correctly delegated, that those in attendance are entitled to participate in the Meeting and that the Meeting itself is properly formed.

4. During the course of the Meeting, the Chairman - with regard to individual items appearing on the

Clause 4

1. Those entitled to do so see to the designation of the person invited to chair the Meeting, in those cases where it is necessary, pursuant to the provisions of Clause 15 of the Articles of Association, and a Secretary.

2. Support is not required from a Secretary when the minutes of a Meeting are drafted by a notary.

13. The Chairman of the Meeting, who may avail himself of the appropriate Bank Staff appointed by the Bank, ascertains that powers have been correctly delegated, that those in attendance are entitled to participate in the Meeting and that the Meeting itself is properly formed.

24. During the course of the Meeting, the Chairman - with regard to individual items appearing on the Agenda - also ascertains from time to time that

- 3 -

Agenda - also ascertains from time to time that those in attendance are entitled to participate in the discussions and voting pertaining to such items.

5. Lists, to be attached to the minutes drawn up for the Meeting concerned, are to be produced and detail those who are allowed into the Meeting pursuant to the provisions of Clause 2 above.

6. The Chairman selects the number of scrutineers deemed most appropriate; these scrutineers need not be shareholders.

those in attendance are entitled to participate in the discussions and voting pertaining to such items.

5. Lists, to be attached to the minutes drawn up for the Meeting concerned, are to be produced and detail those who are allowed into the Meeting pursuant to the provisions of Clause 2 above.

6. The Chairman selects the number of scrutineers deemed most appropriate; these scrutineers need not be shareholders.

Clause 5

1. No recording equipment of any kind, cameras or similar devices may be brought into the areas in which the Meeting is held, without specific authorisation from the Chairman.

Clause 5

1. No recording equipment of any kind, cameras or similar devices that can be used for recording, photographing or broadcasting the Meeting may be brought used into the areas in which where the Meeting is held, without specific authorisation from the Chairman.

Clause 6

1. After ascertaining that the Meeting is properly formed, the Chairman reads out the items on the Agenda.

Clause 6

Wording unchanged

Clause 7

1. In presenting the various items on the Agenda for discussion, the Chairman – providing that the Meeting raises no objection in this regard - may deal with said items in an order that is different from that set out in the Notice of Meeting.

2. The Chairman and, further to his invitation the Directors, outline the items on the Agenda.

3. Shareholders are vested with the ability to table proposals for resolution, as an alternative to those foreseen by the Agenda, providing that they are relevant to same Agenda and do not involve an amendment or addition being made to the issues being discussed. The Chairman, once the compatibility of a proposal as an addition to the Agenda has been evaluated (in keeping with the above criteria), accepts this proposal.

4. The Chairman has the ability to accept proposals for resolution, even where not in keeping with items on the Agenda, where they exclusively concern the mere procedures by which the activities and discussions of Meetings are conducted.

5. The Chairman regulates discussions, allowing all

Clause 7

1. In presenting the various items on the Agenda for discussion, the Chairman – providing that the Meeting raises no objection in this regard - may deal with said items in an order that is different from that set out in the Notice of Meeting or propose that multiple topics on the agenda be dealt with concurrently, in cases where such topics are closely related.

2. The Chairman and, further to his invitation the Directors, outline the items on the Agenda.

3. Shareholders are vested with the ability to table proposals for resolution, as an alternative to those foreseen by the Agenda, providing that they are relevant to same Agenda and do not involve an amendment or addition being made to the issues being discussed. The Chairman, once the compatibility of a proposal as an addition to the Agenda has been evaluated (in keeping with the above criteria), accepts this proposal.

4. The Chairman has the ability to accept proposals for resolution, even where not in keeping with items on the Agenda, where they exclusively concern the mere procedures by which the activities and discussions of Meetings are conducted

5. The Chairman regulates discussions, allowing all

- 4 -

those who are entitled to participate in discussions to take the floor, pursuant to the provisions of Clause 8 below. He must intervene as necessary in order to avoid this ability being abused.

those who are entitled to participate in discussions to take the floor, pursuant to the provisions of Clause 8 below. He must intervene as necessary in order to avoid this ability being abused.

Clause 8

1. All those attending pursuant to the provisions of Clause 2, paragraph 1, above are entitled to take the floor in respect of each of the items presented for discussion.

2. Those intending to take the floor must request permission to do so from the Chairman, by providing him with a written request containing details of the issue to which the request refers, after he has read out the items on the Agenda and up until he declares discussions regarding the issue to which the request to take the floor refers closed. The Chairman usually allows persons to take the floor as per the chronological order in which they have submitted their requests; where two or more requests are submitted at the same time, the Chairman allows said persons to take the floor in the alphabetical order of their surnames.

3. The Chairman may authorise the submission of requests to take the floor by a raising of hands; in such instances, the Chairman allows the persons submitting such requests to take the floor in the alphabetical order of their surnames.

4. Members of the Board of Directors, the Statutory Auditors and the General Managers, where appointed, may ask to intervene during discussions.

5. Deputy General Managers, where appointed, the Bank’s Executive Staff, the Directors and the Executive Staff of Group companies may take the floor, when the Chairman deems useful in relation to the various items on the Agenda for discussion.

Clause 8

1. All those attending pursuant to the provisions of Clause 2, paragraph 1, above are entitled to take the floor in respect of each of the items presented for discussion.

2. Those intending to take the floor must request permission to do so from the Chairman, via the Notary or the Secretary, by providing him with a written request containing details of the issue to which the request refers, after he has read out the items on the Agenda and up until he declares discussions regarding the issue to which the request to take the floor refers closed. The Chairman usually allows persons to take the floor as per the chronological order in which they have submitted their requests; where two or more requests are submitted at the same time, the Chairman allows said persons to take the floor in the alphabetical order of their surnames.

3. The Chairman may authorise the submission of requests to take the floor by a raising of hands; in such instances, the Chairman allows the persons submitting such requests to take the floor in the alphabetical order of their surnames.

4. Members of the Board of Directors, the Statutory Auditors and the General Managers, where appointed, may ask to intervene during discussions.

5. Deputy General Managers, where appointed, and the Bank’s Executive Staff, Corporate Officers the Directors and the Executive Staff from of UniCredit Group companies may take the floor, when the Chairman deems useful in relation to the various items on the Agenda for discussion.

Clause 9

1. The Chairman, and further to his invitation the Directors, Statutory Auditors, General Managers, Deputy General Managers and the other Executive Staff of the Company respond at the end of every intervention, or rather after all persons have taken the floor for each specific item on the Agenda.

Clause 9

1. The Chairman, and or further to his invitation the Directors, Statutory Auditors, General Managers, Deputy General Managers, and the other members of the Executive Staff of the Company, or Corporate Officers and members of Staff of UniCredit Group companies respond at the end of every intervention, or rather after all persons have taken the floor for each specific item on the Agenda. Prior to the start of the debate, or during the debate itself, answers shall be provided to any questions posed by shareholders prior to the Meeting to which the Bank had not previously responded.

- 5 -

Clause 10

1. The Chairman, after taking into account the nature and importance of individual items making up the Agenda, determines the length of time – usually no less than ten minutes but not more than twenty minutes – to be made available to each speaker to enable him to take the floor. Once this period of time is finished, the Chairman may invite the speaker concerned to conclude discussions within the five minutes that follow thereafter.

2. Those who have already taken the floor during discussions may ask to take the floor a second time in respect of the same matter, for a period that is usually five minutes long, partly so that voting declarations may be carried where necessary.

Clause 10

1. The Chairman, after taking into account the nature and importance of individual items making up the Agenda, and the number of people who have requested to speak, determines the length of time – usually no less than ten minutes but not more than twenty ten minutes – to be made available to each speaker to enable him to take the floor. Once this period of time is finished, the Chairman may invite the speaker concerned to conclude discussions within the five minutes that follow thereafter.

2. Those who have already taken the floor during discussions may ask to take the floor a second time in respect of the same matter, in order to reply, for a period of no more than that is usually five minutes long, partly so that voting declarations may be carried where necessary.

Clause 11

1. The activities and discussions of the Meeting activities and discussions take place during just the one meeting. During the course of this meeting, the Chairman – where he feels it appropriate and the Meeting raises no objection in this regard – may interrupt these activities and discussions for a period of no longer than three hours.

2. The Chairman may postpone the Meeting by no more than three days in the circumstances foreseen by Clause 2374 of the Italian Civil Code, and may also decide to do so in any other situation where he is required to do so or feels it appropriate to do so, providing that the Meeting raises no objection in this regard; in such instances, he will at the same time set the date and time of the new Meeting when activities and discussions may be continued.

Clause 11

1. The activities and discussions of the Meeting activities and discussions take place during just the one meeting. During the course of this meeting, the Chairman – where he feels it appropriate and the Meeting raises no objection in this regard – may interrupt these activities and discussions for a period of no longer than three hours in total.

2. The Chairman may postpone the Meeting by no more than three five days in the circumstances foreseen by Clause 2374 of the Italian Civil Code, and may also decide to do so in any other situation where he is required to do so or feels it appropriate to do so, providing that the Meeting raises no objection in this regard; in such instances if the meeting is so postponed, he will at the same time set the place, date and time of the new Meeting when activities and discussions may be continued.

Clause 12

1. The Chairman is responsible for maintaining order during the Meeting, in order to ensure that activities and discussions are properly conducted and any possible abuse of power is prevented.

2. To this end and for these purposes, he may (unless the Meeting raises an objection in this regard) stop someone taking the floor in the following situations:

- where the speaker talks without the ability to do so, or continues to talk after the time allocated to him has lapsed;

Clause 12

1. The Chairman is responsible for maintaining order during the Meeting, in order to ensure that activities and discussions are properly conducted and any possible abuse of power is prevented.

2. To this end and for these purposes, he may (unless the Meeting raises an objection in this regard) stop someone taking the floor in the following situations:

- where the speaker talks without the ability to do so, or continues to talk after the time allocated to him has lapsed;

- 6 -

- subject to a warning, where the speaker’s intervention is clearly and evidently not pertinent to the matter being discussed;

- where the speaker uses unsuitable or abusive language;

- where violence or disorder is incited.

- subject to a warning, where the speaker’s intervention is clearly and evidently not pertinent to the matter being discussed;

- where the speaker uses unsuitable or abusive language;

- where violence or disorder is incited.

Clause 13

1. Whenever one or more of those in attendance prevents others from discussing an issue or through his conduct encourages a situation that does not enable the activities and discussions of the Meeting to proceed correctly, the Chairman warns said persons(s), asking him/them to refrain from behaving in this manner.

2. Where any such warning proves to be ineffective, the Chairman (unless the Meeting raises an objection in this regard) arranges for those previously warned to leave the meeting room for the entire length of discussions.

Clause 13

Wording unchanged

Clause 14

1. Once all persons have intervened, the Chairman ends the session by declaring discussions for the specific item on the Agenda closed.

Clause 14

Wording unchanged

Clause 15

1. Before initiating the voting process, the Chairman allows those who were excluded from discussions, in accordance with Clause 13 above, to re-enter the room.

2. The measures referred to in Clauses 12 and 13 above may be adopted, where the relevant prerequisites are met, and including during the voting process, by following procedures that are such to enable a vote (where they are entitled to one) to be exercised by those against whom such measures have been taken.

Clause 15

Wording unchanged

Clause 16 1. The Chairman may – depending on the circumstances – require votes in respect of each individual issue to be cast after the end of discussions for each one of them, or alternatively at the end of discussions for all items on the Agenda.

Clause 16

1. The Chairman shall adopt all appropriate measures to ensure that voting takes place in an orderly fashion.

21. The Chairman may – depending on the circumstances – require votes in respect of each individual issue to be cast after the end of discussions for each one of them, or alternatively at the end of discussions for all or some items on the Agenda.

- 7 -

Clause 17

1. The Chairman establishes voting procedures for each Meeting, which may involve allowing the use of electronic systems.

Clause 17

1. The Chairman establishes voting procedures for each Meeting, which may involve allowing the use of electronic computer-based vote registration and casting systems.

Clause 18

1. The Board of Directors may, for the day on which the Meeting has been called for the assignment of executive positions, produce cards of different colours, depending on whether Directors or Statutory Auditors are being appointed, which bear the features indicated in the Articles of Association and contain the details, for identification purposes, of the stakes held, as contained in entrance tickets.

2. These cards shall be provided by the Bank’s officers before the Meeting opens, at the same time as entrance tickets are checked.

Clause 18

1. The Board of Directors may, for the day on which the Meeting has been called for the assignment of executive positions, produce cards of different colours, depending on whether Directors or Statutory Auditors are being appointed, which bear the features indicated in the Articles of Association and contain the details, for identification purposes, of the stakes held, as contained in entrance tickets.

2. These cards shall be provided by the Bank’s officers before the Meeting opens, at the same time as entrance tickets are checked.

Clause 19

1. The Chairman adopts the appropriate measures to ensure that the voting process proceeds in an orderly manner.

2. Specifically, when the Meeting is called to assign executive positions (following the procedures provided for by the Articles of Association), the Chairman (unless the Meeting raises an objection in this regard) may ask for seats to be created and may set a deadline by which the vote is to be carried.

Clause 19

1. The Chairman adopts the appropriate measures to ensure that the voting process proceeds in an orderly manner.

2. Specifically, when the Meeting is called to assign executive positions (following the procedures provided for by the Articles of Association), the Chairman (unless the Meeting raises an objection in this regard) may ask for seats to be created and may set a deadline by which the vote is to be carried.

Clause 20

1. Once the voting process is over and votes have been counted, the Chairman declares the proposals that obtained the favourable vote of the majority required by law or by the Articles of Association as approved. Where the Directors or the Statutory Auditors are being appointed, the Chairman declares elected those candidates who emerge the winners as per the mechanisms provided for by the Articles of Association.

Clause 1820

Clause renumbered, wording unchanged

Clause 21

1. As far as anything not expressly provided for by these Regulations is concerned, the Chairman may adopt the measures and resolutions deemed most appropriate to ensure that activities and discussions are conducted properly.

Clause 1921

Clause renumbered, wording unchanged

- 8 -

Clause 22

1. Every amendment to these Regulations must be made, pursuant to the provisions of prevailing laws, by way of a resolution carried by the General Meeting of Shareholders on the basis of the quorums required to form a Meeting and to carry a resolution and the formal and procedural requirements laid down by the law.

Clause 2022

1. Every amendment to these Regulations must be made, pursuant to the provisions of prevailing laws, by way of a resolution carried by the General Meeting of Shareholders on the basis of the quorums required to form a Meeting and to carry a resolution and the formal and procedural requirements laid down by the applicable law.

"Please note that this is a convenient translation of an Italian document provided for information purposes only. Therefore, the Italian version of such document shall prevail in all respects on the English translation."

1

ORDINARY SHAREHOLDERS’ MEETING

DIRECTORS’ REPORT

GROUP COMPENSATION POLICY 2011

Dear Shareholders,

We have called this Ordinary Meeting to request your approval of the Group Compensation Policy, set out in the attached document which forms an integral part of the present Report, in compliance with the provisions set by the “Supervisory Provisions concerning Banks Organization and Corporate Governance” issued by Bank of Italy which prescribe that the shareholders’ meeting approve, amongst other items, the remuneration policies for directors, employees and external collaborators. The approval of remuneration policies and compensation schemes must evidence their conformity with prudent risk management and the company’s long-term objectives; they must also ensure an appropriate balance between the fixed and variable components, including in the case of the latter, risk-weighting systems and mechanisms designed to ensure that compensation is linked to effective and lasting results.

Furthermore, and again in compliance with indications of the regulator, information is provided on the

implementation of remuneration policies approved by the Shareholder’s Meeting of April 22nd 2010 (“Annual Compensation Report”).

It is therefore proposed that this Shareholders' Meeting approves the annual revision of the Group

Compensation Policy which defines the principles and standards which UniCredit applies to and are reflected in the design, implementation and monitoring of compensation practices across the entire UniCredit organization. Shareholders are also invited to consult the information regarding the implementation of remuneration policies approved by the Shareholders’ Meeting on 22 April 2010.

Group Compensation Policy

The key principles of the Group Compensation Policy (the “Policy”), which are confirmed with respect to those approved by the Board of Directors on March 16th 2010 and by the Ordinary Shareholders’ Meeting on April 22nd 2010, are fully described in the “Section II - Group Compensation Policy” that has been made available to shareholders and the market and that is summarized here below:

(a) the UniCredit compensation approach is performance oriented, market aware and aligned with business strategy and stakeholder interests, ensuring remuneration competitiveness & effectiveness as well as internal and external equity & transparency by driving sustainable behaviors and performance.


2

(b) within UniCredit’s governance structure, rules and processes for delegation of authority and for compliance have been defined with the aim of assuring adequate control, coherence and compliance of remuneration practices across the Group

(c) the key pillars of the Group Compensation Policy are:

• “clear and transparent governance;”

• “compliance with regulatory requirements & principles of conduct;”

• “continuous monitoring of market trends & practices;”

• “sustainable pay for sustainable performance and”

• “motivation & retention of all employees, with particular focus on talents and mission-critical resources.”

(d) on the basis of these principles, the Group Compensation Policy establishes the framework for a consistent approach and a homogeneous implementation of sustainable remuneration in UniCredit, with particular reference to the Executive population.

Furthermore, in line with the indications of national and international regulators, it is deemed appropriate within the annual review of compensation practices to introduce some updates including further details for severance provisions & compliance guidelines for incentive systems, active dialogue with stakeholders, in particular investors and regulators, evolution of our Group Incentive Systems for 2011 as approved by the Board in line with the latest national and international requirements (CRD, CEBS, local regulators) , increased disclosure in line with regulator and investor expectations, in particular on performance/risk metrics, peers, target population and share ownership guidelines and key compensation topics for UniCredit in 2010.

Annual Compensation Report

In line with national and international disclosure standards, the key implementation features and outcomes of Group compensation policy and incentive plans in 2010, as well as demonstration of the coherence of the underlying logic of the 2011 Group incentive systems with our compensation policy and with specific regulatory requests, are described in the “Section III - Annual Compensation Report” that has been made available for information to shareholders and the market. The Annual Compensation Report provides a description of compensation practices adopted in UniCredit and the implementation of Group Incentive Systems, as well as Remuneration Tables with a focus on Non-Executive Directors, Senior Executives and other risk takers.

.∗ ∗ ∗ Dear Shareholders, If you agree with the above proposal, you are invited to approve it by adopting the following

resolution:


3

"The ordinary Shareholders' Meeting of UniCredit S.p.A., having heard the directors' proposal,

RESOLVES

1. to approve the Group Compensation Policy as contained in the attached document which forms an integral part of the present Report, in order to define the principles and standards which UniCredit shall apply and reflect in its design, implementation and monitoring of compensation practices across the entire organization.”

.∗ ∗ ∗

UniCredit - Group Compensation Policy 2011 - 2

Letter From The Chairman

Dear fellow Shareholders,

Throughout 2010, our continued focus on sustainable profitability has been reflected in all facets of our business strategies and decisions, not least in those regarding compensation, which has been one of our main drivers to consolidate the trust of our shareholders, customers, local communities and also our people. To all our stakeholders, we are pleased to document within the Annual Compensation Report a year particularly dedicated to proactive and constructive dialogue on remuneration topics with our international investors and with regulators. Following the heightened attention on executive compensation in 2009, 2010 again saw the progression from a general framework of principles and standards to the integration of specific guidelines and binding requirements across Europe. The European Parliament Capital Requirements Directive, the Committee of European Banking Supervisors guidelines and other local regulators’ rules have been welcomed by UniCredit as a needed convergence towards a level playing field.

We have been pleased to participate in many consultation processes conducted at national and international levels by banking authorities and we have fostered a structured exchange with our international investors and proxy advisors. By these undertakings we tested and confirmed our Group Compensation Policy key pillars, as a continuing cornerstone of our responsible performance-driven compensation and sound risk management. The dialogue outcomes on all key topics are highlighted in the Annual Compensation Report, together with details about governance, performance and risk alignment of our incentive systems, the changes in our management team and details of main compensation data for 2010, and our plans for the coming year. While developments in this area continue, we are confident that our compensation approach achieves the right balance between the challenges of our strategic objectives, the market trends, emerging regulatory initiatives and the need to effectively reward our employees, our most important resource.

Dieter Rampl Chairman


Table of Contents

Section I. Executive Summary 5 Section II. Group Compensation Policy 6 1. Introduction 2. Governance 3. Compliance 4. Continuous Monitoring of Market Trends and Practices 5. Sustainability 6. Motivation and Retention Section III. Annual Compensation Report 13 1. Introduction 2. Governance & Compliance 3. Continuous Monitoring of Market Trends and Practices 4. Employee Share Ownership 5. Group Compensation Systems 6. Compensation Tables


SECTION I: EXECUTIVE SUMMARY

Our compensation approach in 2010 was already compliant with relevant regulations, evolving in 2011 to fully meet the latest emerging requirements. Confirming and building on our policy key pillars, we annually review compensation systems to ensure alignment with regulator and stakeholder expectations in an evolving context. 2010 systems were compliant with existing regulatory principles and already well positioned with respect to further binding, stringent requirements introduced from the second half of 2010. New regulations for the European banking industry in 2010 include the European Parliament’s Capital Requirements Directive (Nov 2010); the Committee of European Banking Supervisors’ Guidelines on Remuneration Policies & Practices (Dec 2010); Bank of Italy’s consultation paper (Dec 2010), whose contents shall apply to UniCredit as an Italian banking group, and other national provisions in countries where UniCredit is present, with particular reference to laws issued in Germany and Austria. UniCredit has proactively contributed to regulatory consultations with constructive feedback and practice insights in the ongoing industry dialogue on key remuneration topics. We are committed to maintaining sound compensation practices that are compliant, sustainable and effective. Within our Annual Compensation Report (section III) we disclose highlights of 2010 compensation outcomes and 2011 policies and systems: Executive incentive outcomes in 2010 were in line with company sustainable profitability results. 2010 Group performance, lower than 2009 by about 20%, fell below thresholds defined for full bonus opportunity to Executives which were reduced by 50%. Overall variable compensation represents circa 10% of total compensation costs (see section III, chapter 6.1 for 2010 compensation figures).

We continue to monitor market positioning of Executive incentives against peers defined by the Remuneration Committee (see sec. III, ch. 3 for details on benchmarking peer group). We complete our compensation offer with benefits to foster employee welfare and security (see sec. III, ch. 6.1.3). Since 2000, our Equity incentives assure alignment between shareholder and management interests. Allocations under the Long Term Incentive plan approved by the 2010 Shareholder’s Meeting were executed by the Board in March 2011 (see sec. III, ch. 5.1 for plan details). Performance conditions, comparative peer group and dilution details are presented in sec. III, ch. 5.1.2 and 5.2.2. Share ownership guidelines are extended to Senior Executive Vice Presidents (see sec. III, ch. 4.2 for details) 2011 Group Incentive Systems offer a balanced and compliant mix of cash and shares over a 4-year period. Comprehensive performance measurement with ex-ante & ex-post risk adjustments is maintained as a pillar of our incentive systems. Group incentive plans are offered to circa 2000 Group Executives and talents, with specific focus on “Identified Staff”, which in 2011 include circa 200 risk-takers (see sec. III, ch. 5.2.2). The combination of vehicles (cash, shares & performance stock options), schedules (deferral & retention periods) and pay mix assures compliance with relevant regulations (see sec. III, ch. 6.2 for 2011 policy details). Information about the changes in Group management team and termination arrangements is provided in sec. III, ch. 1.3. We trust the information provided in this Report fosters awareness of our compensation approach and accountability for our decisions. We will continue to deliver further affordable and appropriate compensation, considering not only the requirements but also the expectations of all relevant stakeholders.


SECTION II: GROUP COMPENSATION POLICY

Contents

1. Introduction 6

1.1 Reflecting Our Mission and Values 6

1.2 The Pillars of Our Compensation Policy 6 2. Governance 6

2.1 Corporate Governance 6

2.2 Organisational Governance 7 3. Compliance 7 4. Continuous Monitoring of Market Trends and Practices 8 5. Sustainability 8

5.1 Sustainable Pay 8

5.2 Sustainable Performance 9 6. Motivation and Retention 10

6.1 Base Salary and Pay-Mix 10

6.2 Variable Compensation 10

6.3 Group Incentive Systems 11

6.4 Benefits 12


1. Introduction 1.1 Reflecting Our Mission and Values We UniCredit people are committed to generating sustainable value for our customers. As a leading European bank, we are dedicated to the development of the communities in which we live, and to being a great place to work. We aim for excellence and we consistently strive to be easy to deal with. These commitments will allow us to create sustainable value for our shareholders. Our set of values is based on integrity as a condition to transform profit into value for our stakeholders: our leadership team and all our employees are fully committed to the Values embedded within the Group Integrity Charter. We aim to attract, retain and motivate a highly qualified, diverse, global workforce capable of creating a competitive advantage and to reward those who reflect our standards of consistently ethical behavior in conducting sustainable business. By upholding the standards of sustainability behaviors and values which drive our Group mission, our compensation strategy represents a key enabler to enhance and protect our reputation and to create long-term value for all Group stakeholders. These standards define the principles of a Group compensation policy which, relying on our governance model, sets the framework for a consistent and coherent design, implementation and monitoring of compensation practices across our entire organization. Within this common policy framework, guidelines are defined to implement compensation programs and plans that reinforce sound risk management policies and our long-term strategy. In so doing, we most effectively meet the specific and evolving needs of our different businesses, market contexts and employee populations, and ensure that business and people strategies are always appropriately aligned with our remuneration approach. 1.2 The Pillars of Our Compensation Policy The UniCredit compensation approach is performance-oriented, market-aware and aligned with business strategy and stakeholder interests. 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 our Group Compensation Policy. The Pillars of Our Compensation Policy

Clear and transparent governance

Compliance with regulatory requirements & principles of good business conduct

Continuous monitoring of market trends & practices

Sustainable pay for sustainable performance

Motivation and retention of all employees, with particular focus on talents and mission-critical resources.

2. Governance Efficient corporate and organizational governance structures are an essential prerequisite for the pursuit of our company’s objectives. UniCredit has defined clear and rigorous governance and rules in order to establish coherence and transparency also with specific reference to compensation. 2.1 Corporate Governance Our Compensation Governance Model aims to assure control of Group-wide remuneration practices by 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. The Board of Directors has established a Delegation of Authority system to appropriately regulate effective decision-making processes throughout the organisation. The Remuneration Committee, instituted in 2000, is vested with the role of advising the Board of Directors on Group Remuneration Strategy. Availing itself also of the support of an independent external advisor, the Committee analyzes and monitors international market compensation trends, practices and pay levels to provide advice to the Board of Directors with particular reference to Senior Executives. The Group Compensation Policy, as drawn up by the Group HR function with the involvement of the Group Risk function, is validated by the Group Compliance function for all compliance-related aspects. On an annual basis, the Group Compensation Policy, as proposed by the Remuneration Committee, is submitted to the Board of Directors for approval. The policy is


then presented to the shareholders’ Annual General Meeting for approval, in line with regulatory requirements. 2.2 Organisational Governance On the basis of our Group Managerial Golden Rules, our model of organizational governance aims to ensure coherent management across the entire Group within a common framework while allowing for sufficient flexibility in decision-making capability to meet business-specific needs and guarantee the respect of local laws, regulatory and governance requirements and processes. Our governance model is based on the Global Job Model, a system that describes and evaluates all jobs within UniCredit Group and supports the management of people and processes in a global, simple and consistent way. By clustering comparable roles in transversal Bands across our different businesses and markets, the Global Job Model allows the homogeneous identification across the entire Group of delegation levels and the coherent design, implementation and monitoring of programs and policies. The principles of the Group Compensation Policy apply across the entire organization and shall be reflected in all remuneration practices applying to all employee categories across all businesses. Once approved by UniCredit Annual General Meeting, the Policy is formally adopted by competent bodies in the relevant legal entities across the Group, in accordance with applicable local legal and regulatory requirements. With specific reference to the Group Executive population as defined by the Global Job Model, the Group HR function establishes guidelines and coordinates a centralized and consistent management at Group level of compensation and incentive systems. Below Group Executive level, as relevant and appropriate for each employee category, each Division, Competence Line and Country is accountable for the respect of Group policy with reference to the remuneration systems and plans that are designed and implemented within the Legal Entities of their perimeter. 3. Compliance Compliance with laws, rules and regulations and integrity in conduct and behaviors are essential elements of our way of doing business, which by its very nature is based on trust. By fully complying not just with the letter but also with the spirit of relevant legal and regulatory

requirements, we protect and enhance our company reputation in the short and long term. Compliant compensation guarantees that all our remuneration policies, practices and programs avoid conflicts of interest between roles within the Group or vis-à-vis customers and are consistent with ethical codes of conduct, our company values and long-term business strategy. At Group level, the Group Compliance function is vested with the role to “verify whether the company compensation system (specifically, employee remuneration and incentive systems) is consistent with the objective of complying with regulations, bylaws and any other code of ethics or standards of conduct applicable to the bank” (Bank of Italy, 10/07/2007). To comply with this requirement, the Group Compliance function defines, in conjunction with the Group HR function, a set of “compliance drivers” to support the design of incentive systems and has, moreover, the responsibility to validate, for all aspects that fall within its perimeter, the Policy on Group compensation and incentive systems as drawn up by the Group HR function. In accordance with our governance model, local Compliance functions are accountable for verifying, for the aspects that fall within its perimeter of competence, that compensation systems are compliant with local requirements in addition to the applicable Group-wide compensation polices and procedures. In compliance with regulatory requirements and in the spirit of transparency and accountability which forms the basis of the trust placed in us by our stakeholders, UniCredit undertakes to guarantee proper disclosure of information with regard to the strategic approach and process by which our compensation policy is defined and by which compensation practices are designed. We support any law or regulatory initiative which implies an enhancement of transparency requirements and, subject to the limits set by privacy and data protection laws and by the opportunity of not eroding our competitive advantage, we wish to make clear to all our stakeholders what we do, how and why. Information about our compensation policy and remuneration approach is published in the Financial Statement, Annual Compensation Report, Corporate Governance Report and in other publications as required, which may be available for consultation also via our company website.


4. Continuous Monitoring of Market Trends and Practices

We aim to adopt remuneration practices capable of guaranteeing distinctive and effective compensation solutions that best drive our overall business and people strategies. Our continuous monitoring of market trends and awareness of international practices contributes to sound formulation of competitive compensation as well as transparency and internal equity. At Group level, we analyze the overall compensation trends of the market in order to make informed decisions about our compensation approach. With specific reference to the Group Executive population, an independent external advisor supports the definition of a list of selected competitors that represent our Group-level peers with regards to whom compensation benchmarking analysis is performed. This Peer Group is defined by the Remuneration Committee considering our main European and international competitors in terms of market capitalization, total assets, business scope and dimension. On the basis of constant benchmarking, we aim to adopt competitive ranges in compensation levels, pay-mix and total reward structures for effective retention and motivation of our critical resources. At Division level and as appropriate throughout the organization and businesses, benchmarking and trends analysis may be conducted considering relevant peer groups to assure competitive alignment with the market of reference. Salary and compensation structures defined on the basis of business or market-specific benchmarking must in any case be fully aligned with the general principles of the Group Compensation Policy, with particular reference to the pillars of compliance and sustainability. 5. Sustainability Our Group’s greatest strength is our solid and rigorous commitment to our customers, to our people, to our investors, to the communities we serve, to our core values and to sustainability in everything we do. Our approach of sustainable pay for sustainable performance drives us to set coherent standards for the mechanisms by which we establish compensation levels and payouts (sustainable pay), as well as the results and behaviors we aim to incentivate (sustainable performance). All incentive systems at all organizational levels are required to contribute to the sustainability of the

Group by aligning individual goals and behaviors to our common long term mission. 5.1 Sustainable pay Pay is considered sustainable to the extent that a direct link is maintained between pay and performance and that rewards are consistent with long-term stakeholder value creation. The mechanisms by which we set compensation levels and payout should: Formulate a balanced total compensation

structure - balance of fixed and variable compensation

elements, avoiding disequilibrium towards variable compensation which may induce behaviours not aligned with the company’s sustainable business results and risk appetite

- appropriate pay mix between short and long-term variable compensation as applicable and relevant on the basis of market and business specifics and line of sight

Assure a direct link between pay and

performance - align incentive payout levels with overall

company risk and cost-of-capital adjusted profitability

- guarantee financial sustainability and affordability of bonus opportunity and program effectiveness, setting also caps on performance-related payouts as appropriate and consistent with market practice in the context of our specific businesses

- maintain adequate flexibility and managerial discretion in incentive system design and performance/pay ranges, such as to manage payout levels in consideration of overall performance results and individual achievements

- aim for appropriate differentiation of payout, adopting a meritocratic approach to selective performance-based reward

- avoid guaranteed bonuses and design incentive systems to set minimum performance thresholds below which zero bonus will be paid; new contracts and agreements should be formulated accordingly and will in any case be managed in strict adherence to governance and delegation of authority rules; the opportunity will be sought, where possible, to renegotiate any existing contracts or agreements which effectively guarantee any portion of performance-related pay

- take into consideration the long-term performance in terms of shareholder added-value for the calculation of any severance payouts prescribed or suggested by the specific market of reference, as well as any local legal requirements, collective / individual contractual provisions, and any


individual circumstances, including the reason for termination

- avoid any severance provision exceeding the ones provided by Law / National Labor agreement locally applicable. In case of lack of such regulations, any severance beyond the notice period shall not exceed 24 months of Total Compensation

- adopt a clear stance against so-called “Golden Parachutes“ and “Change of Control” clauses. Such elements, as well as exposing the company to considerable reputation risk, are not in any way consistent with the effective pursuit of our strategic business objectives

Adopt a multi-year view of performance

- ensure that pay moves over time in the same direction as sustainable profitability

- evaluate the opportunity to phase, as appropriate, performance-based incentive payout to coincide with the risk timeframe of such performance by subjecting where possible the payout of any deferred component of performance-based compensation to the actual sustainable performance demonstrated and maintained over the deferral timeframe

- 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

Ensure incentive systems uphold

compliance in their mechanisms, in organizational processes and in the behaviors and conduct rewarded

- include clauses for zero bonus in circumstances of non-compliant behavior 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

- incentive systems, plans and programs must be formalised in legally solid and technically precise terms such as to uphold their validity in all circumstances

- assure 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 independence and autonomy of Audit, Compliance and Risk functions in undertaking their control duties

- evaluations and appraisals linked to compensation must be, as far as possible,

available for the scrutiny of independent checks and controls

- evaluate all incentive systems, programs and plans against the degree to which they enhance our overall company reputation which is one of the foundations of our sustainable competitiveness. Any potential reputation risk posed by any feature, consequence or implication of a remuneration practice must necessarily lead to its modification or elimination.

5.2 Sustainable performance Performance is considered sustainable to the extent that it contributes to the achievement of our company mission over time, to the creation of long-term value for all stakeholders and to the enhancement of our reputation, in adherence to our Integrity Charter values. Sustainable performance refers to actual results achieved (the “what” of performance) and the means by which they are achieved (the “how” of performance”): Align performance measures with

shareholder interests and firm-wide risk-adjusted profitability

- consider performance not on the sole basis of annual achievements but also on their impact over time

- establish coherence between annual objectives and sustainable, risk-adjusted value creation

- include reflection of the impact of individual’s/business units’ returns on the overall value of related business groups and organization as a whole

- base performance evaluation upon profitability and other drivers of sustainable business with particular reference to risk, cost of capital and efficiency

- consider the customer as the central focus of our Mission, placing customer satisfaction in the forefront of all incentive systems, at all levels, both internally and externally

- design forward-looking incentive plans which balance internal key value driver achievement with external measures of value creation relative to the market

- establish reward not on the sole basis of financially-based objectives and mechanisms but also on other performance measures as appropriate, for example risk management, adherence to Group values or other behaviours

Encourage sound risk-management

practices - incentive systems must not in any way

induce risk-taking behaviours in excess of the Group’s strategic risk appetite


- evaluate performance in terms of risk-adjusted profitability and provide for risk-weighted systems and mechanisms

- measure value-added capital allocation to base payout on cost-of-capital adjusted profit

Adopt a multi-perspective view of

sustainable performance results and quality

- maintain an adequate mix of financial quantitative goals with non-financial (quantitative and qualitative) performance objectives

- use both absolute and relative performance achievement metrics as appropriate and relevant, where relative performance-based measures are based on comparison of achieved results to those of market peers

- reinforce sustainability of quality performance over time.

6. Motivation and Retention We aim to attract, motivate and retain the best resources capable of achieving our company mission in adherence to our Group values. Effective compensation strategies represent a key driver to positively reinforce employee commitment, engagement and alignment with organisational goals. Our total compensation approach provides for a balanced package of fixed & variable, monetary and non-monetary elements, each designed to impact in a specific manner the motivation and retention of employees. 6.1 Base Salary and Pay-Mix The fixed component of compensation remunerates the role covered and the scope of responsibilities, reflecting the experience and skills required for each position, as well as the level of excellence demonstrated and the overall quality of the contribution to business results. The relevance of fixed compensation weight within the overall package is such as to reduce the risk of excessively risk-oriented behaviors, to discourage initiatives focused on short-term results which might jeopardize mid and long-term business sustainability and value creation, and to allow a flexible bonus approach. Specific pay-mix guidelines for the weight of fixed versus variable compensation are defined with respect to each target employee population and, with particular reference to the Group Executive population, the Remuneration Committee establishes at Group level: 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, Divisional and

Regional level and the list of preferred external “executive compensation providers”

the target policy positioning in terms of compensation value in line with relevant market’s competitive levels, defining operational guidelines to perform single compensation reviews as necessary

the pay-mix structure for top positions, defining the mix of fixed and variable compensation elements, consistently with market trends and internal analyses performed.

Moreover, the Board of Directors annually approves the criteria and features of the Group Executive incentive plans, ensuring the appropriate balance of variable reward opportunities within the pay-mix structure. 6.2 Variable Compensation Variable compensation aims to remunerate achievements by directly linking pay to performance outcomes in the short and long term. 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, of course, the individual. As such, variable compensation constitutes a mechanism of meritocratic differentiation and selectivity. Adequate range and managerial flexibility in performance-based payouts are an inherent characteristic of well managed, 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 organisational goals, and is set as a policy requirement for all business roles. The design features, including performance measures and pay mechanisms, must avoid an excessive short-term focus by reflecting the principles of this 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 specific strategies that contribute to our overall mission, the characteristics of incentive systems also reflect the requirements of specialized businesses. With particular reference to trading roles and activities, organizational governance and processes as well as risk-management practices


provide the structure for a compliant and sound approach, whereby levels of risk assumed are defined (using specific indicators, for example Value at Risk) and monitored centrally by the relevant Group functions. This structure reinforces our consistent remuneration approach which adopts performance measures based on profitability rather than revenues, and risk-adjusted rather than absolute indicators. To support the design of employee remuneration and incentive systems, and with particular reference to network roles and governance functions, the following “compliance drivers” have been defined in conjunction with the Group Compliance function: maintainance of an adequate ratio between

quantitative and qualitative goals promotion of a customer-centric approach

which places customer interests and satisfaction at the forefront and which will not constitute an incentive to sell unsuitable products to clients

avoidance of incentives on a single product / financial instrument, as well as single banking product

avoidance of incentives with excessively short timeframes (e.g. less than three months)

transparency in all rewarding system communications and reporting phases that the final evaluation of employee’s achievements will also be based on their compliance behavior in respect of external and internal rules and regulations (to also be evaluated on the basis of Compliance, Risk Management and Audit findings)

maintainance of adequate balance of fixed and variable compensation elements also with due regard to the role and the nature of the business performed

among the non-financial objectives (quantitative and qualitative), goals related to the spread of a true compliance culture and compliant behaviors should be included (e.g. application of MIFID principles, products sale quality, respect of the customer, Anti Money Laundering requirements fulfillment)

setting individual goals for employees in control functions based on the performance of their own function (to minimise potential conflicts of interest)

avoiding or limiting financial goals for control functions to maintain independence from the businesses they cover. Quantitative goals may be assigned with a limited weight within the overall objectives and on goals where the direct influence of the role is limited

non-financial quantitative objectives should be related to an area for which the employee

perceives a direct link between her/his behaviours/actions towards the customers and the trend of the indicator

defining quantitative (financial and non-financial) goals which include drivers on quality/riskiness/sustainability of the product sold (focus for Commercial Network roles)

Commercial Campaigns may be organized, after the evaluation and authorization of the competent Product Committee. Commercial campaigns 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 half-year basis) and with a direct impact on the budget and related incentive systems. The grant of awards related to a Campaign will be subordinate to behaviors compliant with the observance of external and internal regulations and, in general, to the achievement of qualitative service results. 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 drivers” have been defined: setting-up of the incentive mechanisms using

criteria which are consistent with the best interest of the client

ensuring consistency between a Campaign’s objectives with the objectives set when defining the budget and when assigning targets to the sales network

requiring that sales staff verify, when selling products, the suitability of the products for the client; the suitability must be assessed with respect to the client profile, considering:

- time horizon - investment targets, and - portfolio concentration avoidance of “commercial campaigns” on a

single financial or banking product / financial instrument

avoidance of campaigns which may directly or indirectly lead to breaching the rules of conduct regarding clients

avoidance of campaigns lacking a clear indication of the targets and of the maximum level of incentive to be granted for achieving those targets

avoidance – in general – of campaigns that link incentives not only to the targets assigned to specific roles/structures (e.g. advisors, agencies) but also to the budget of the higher territorial structure.

6.3 Group Incentive Systems Incentive systems are considered critical components of the sustainable pay for


sustainable performance approach that supports our business mission over time. Group incentive systems aim to attract, motivate and retain strategic resources - Group Executives, talents, mission critical players and other identified staff - and maintain full alignment with the latest national and international regulatory requirements. With particular reference to the Executive population, common and homogeneous compensation guidelines are defined at Group level. Recognizing the accountability of our leaders for Group business performance, incentives take into account overall risk and value-added capital allocation, do not induce risk-taking in excess of the Group risk appetite, and reflect the impact of business units’ returns on the overall value of related business groups, the organization as a whole and the achievement of risk management and other sustainability goals. Payout is based on comprehensive performance measurement and phased to coincide with an appropriate risk time horizon. The design features of Executive incentive plans are aligned with shareholder interests and long-term, firm-wide profitability, providing for an appropriate allocation of a performance related incentive in cash and in shares, upfront and deferred. Reward is directly linked to performance, which is evaluated on the basis of results achieved and on the alignment with our leadership model and values. The Executive Development Plan (EDP) as the Group-wide framework for Executive performance management is a cornerstone of fair and coherent appraisal across the organization. Each year, detailed information about our compensation governance, key figures and the

features of Group incentive systems is fully disclosed in the Annual Compensation Report. 6.4 Benefits A range of various benefits completes the offer to employees as part of a total compensation package which aims to reflect internal equity and overall coherence of our remuneration systems, catering to the needs of different categories as appropriate and relevant. Our employees may enjoy welfare benefits that are supplementary to social security plans 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. 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. With reference to our governance framework and Global Job Model, benefits are aligned against common criteria for our Group Executive population and for each employee category, while guidelines to define benefits features are established in line with local market practice and regulatory environments. UniCredit affirms the value of share ownership as a valuable tool for enabling the engagement, affiliation and alignment of interests between shareholders, management and the general employee population. The Employee Share Ownership Plan rewards the continued support and commitment of our people throughout the organization who can make a difference by contributing to our success with day by day decisions, actions, efforts and behaviors. The possibility is therefore considered, from time to time and as appropriate in light of local legal and fiscal 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 favorable conditions.

UniCredit – Group Compensation Policy 2011 - 13

SECTION III: ANNUAL COMPENSATION REPORT

Contents

1. Introduction 14 1.1 Scope of the Report 14

1.2 UniCredit Approach in Context 14 1.3 Changes in Our Management Team 15

2. Governance & Compliance 15

2.1 Remuneration Committee 15 2.2 Non-Executive Directors Compensation 16 2.3 The Role of the Compliance Function 16 2.4 Internal Audit of the 2010 Remuneration Policies and Practices 17

3. Continuous Monitoring of Market Trends and Practices 17 4. Employee Share Ownership 18 4.1 Employee Share Ownership Plan 18

4.2 Share Ownership Guidelines 18 5. Group Compensation Systems 18 5.1 2010 Implementation & Outcomes 18 5.1.1 2010 Target Population 19 5.1.2 2010 Group Incentive System 19 5.2 2011 Policy & Plans 21

5.2.1 2011 Target Population 21 5.2.2 2011 Group Incentive Systems 21

6. Compensation Tables 24 6.1 2010 Remuneration Outcomes 24 6.1.1 2010 Aggregate Compensation Amounts 24

6.1.2 2010 Deferred Compensation 25 6.2 2011 Remuneration Policy 25

6.2.1 2011 Target Pay-Mix 25 6.2.2 2011 Variable Performance-Related Pay Composition 26 6.3 Benefits Data 26


1. Introduction 1.1 Scope of the Report This Annual Compensation Report provides a comprehensive disclosure to increase stakeholders’ awareness of our compensation policies, practices and outcomes, demonstrating their coherence with business strategy and performance, responsible remuneration policy and sound risk management. The report’s main focus is our Senior Executive population, including the Group Chief Executive Officer (CEO), General Manager (GM), Deputy General Managers (DGM), Senior Executive Vice Presidents (SEVP) and Executive Vice Presidents (EVP), as well as other categories of ‘Identified Staff’, including other material risk takers. Remuneration solutions we implemented in 2010 provided for: • full compliance of incentive structures with

relevant regulatory recommendations, including significant use of deferral arrangements and equity-based incentives

• comprehensive performance measurement to foster sound behaviors, with reinforced risk alignments considering different types of risk such as liquidity risk

• satisfactory rating of the annual audit on remuneration policies and practices, maintaining a fully compliant policy and demonstrating improvement since the previous year on operational management of our practices.

In 2011, we leveraged on our expertise to design systems aligned with latest regulations: • target population of Group systems and

disclosure extended, including Executive population and other material risk takers on the basis of new EU guidelines for “Identified Staff” categories

• overall incentive structure defined for each category to ensure compliance with rigid requirements (up to 60% deferred for 3-5 years, 20% upfront cash limit, at least 50% in shares for both upfront & deferred amounts, with appropriate retention period and malus condition on deferrals in case of negative performance)

• further and constant involvement of the risk function in compensation design, resulting amongst other benefits in an explicit link between the Group Risk Appetite Framework and Group incentive mechanisms

1.2 UniCredit in Context In 2010, significant changes in national and international regulations have prompted financial institutions to not only analyze and stay abreast of emerging rules but also to actively engage in dialogue with regulators on key topics of remuneration policy, in the interests of system stability and soundness as well as convergence towards a common framework. Regulations issued over the course of 2010 have been accompanied by a series of public consultation processes, in which UniCredit has actively participated by providing European cross-country expertise. Leveraging upon expert contributions from internal functions (including, among others: Compliance, Risk, Finance, Corporate Law and Public Affairs) to provide constructive feedback and practice insights, position papers have been submitted - often in collaboration with industry associations - within the following consultations: • European Parliament – CRD III ECON Report • European Commission - Corporate

governance in financial institutions and remuneration policies

• Committee of European Banking Supervisors (CEBS, replaced by European Banking Authority as of January 1, 2011) - Guidelines on Remuneration Policies and Practices (CP42)

• CEBS - Guidebook on Internal Governance (CP 44)

• Basel Committee - Report on Range of Methodologies for Risk and Performance Alignment of Remuneration

• Bank of Italy – Supervisory provisions concerning banking remuneration and incentive policies and practices

• Consob – information request pursuant to art. 114, comma 5 of legislative decree no. 58, dated February 24, 1998, on remuneration, self evaluation of highest governance body and succession plans.

In particular, the Basel Committee’s “Report on Range of Methodologies for Risk and Performance Alignment of Remuneration” within its peer reviews referred to our compensation approach as an illustration of a proper alignment of a sound remuneration with a prudent risk methodology. In 2010 we also initiated a structured dialogue with international investors and proxy advisors, obtaining valuable feedback on our compensation approach and specific inputs for the construction of our compensation disclosure this year, considering Italian specifics and international standards.


1.3 Changes in Our Management Team Last year, members of the management team left the Group, including Mr. Alessandro Profumo, former Group CEO and Mr. Sergio Ermotti, former Deputy CEO responsible for Corporate & Investment Banking and Private Banking. The severance payments were determined taking into account the relevant contractual clauses, the applicable National Labor Agreements as well as the domestic legal framework and common practice. At the same time, new members have been appointed in our management team, bringing-in their leadership and banking skills to contribute to the growth and advancement of UniCredit as a leading European universal bank. Mr. Federico Ghizzoni has been appointed as Group CEO, Mr. Roberto Nicastro has been appointed as General Manager, Mr. Paolo Fiorentino has been appointed as Deputy General Manager / Chief Operating Officer and Mr. Jean-Pierre Mustier joined as Deputy General Manager responsible for Corporate and Investment Banking. With particular reference to the termination of Mr. Alessandro Profumo, in September 2010 the Bank and the former CEO have reached an agreement to terminate the existing employment relationship. This was done in line with common practice and considering the provisions of the existing contract as the framework of reference. Further information is duly provided in UniCredit Corporate Governance reports and in Notes to the Accounts, part H of 2010 UniCredit S.p.A. Financial Report, as well as in the table 6.1.1 presented later in this report. 2. Governance & Compliance UniCredit’s corporate governance framework assures clarity and accountability in decision making. 2.1 Remuneration Committee The Remuneration Committee performs an integral role in supporting Board oversight of Group Compensation Policy and plan design. As elsewhere described in our Financial Statement, Corporate Governance Report and Group website, the Remuneration Committee consists of 7 members, the majority of whom are independent. Current members were nominated to office in 2009 after the previous term of office expired. The Chairman of the Board and Stand-in

Chairman are members by right. Other members are chosen based upon their expertise and willingness to accept the office. Both the Chairman and the Stand-in Chairman also serve on the Internal Control and Risks Committee. The independence of sitting members has been verified by the Board on the basis of criteria set forth in the Corporate Governance Code (“Code”) issued by Borsa Italiana and pursuant to Section 148, paragraph 3 of Legislative Decree No. 58/98 (“TUF”). The role of the Remuneration Committee, instituted in 2000, is to provide advice and make proposals. The main task of the Remuneration Committee is to provide the Board with opinions concerning proposals formulated by the CEO to the Board concerning: the remuneration of UniCredit Directors who

hold specific duties, and especially the remuneration of the CEO

the remuneration of UniCredit Managing Director, in the event that the Managing Director is also the CEO

the remuneration structure of the CEO Office Members

the remuneration policy for other members of the Management Committee (Senior Executive Vice Presidents); Group Management Team (Executive Vice Presidents), Leadership Team (Senior Vice Presidents) and Heads of Department reporting directly to the CEO

approval of Group incentive plans based on financial instruments

the remuneration policy for corporate officers (members of the Board of Directors, Board of Statutory Auditors, and Supervisory Board of Group Companies).

In cases specified under first two points, the proposals that the Committee will be called upon to express its opinion on will be formulated by the Chairman. The Committee members about whose remuneration the Chairman must express his opinion in respect of their specific positions, do not attend the relevant scheduled meetings. The CEO is generally not present during Remuneration Committee meetings and did not participate in any of the 2010 sittings. In 2010 the Remuneration Committee met 6 times and was supported in its role by Mercer, the independent external advisor who has collaborated with the committee since 2007 and who was reappointed by the Committee in December 2010 for the coming year. Key


activities of the Remuneration Committee in 2010 included: drawing up the Group Compensation Policy

2010, supported by the Human Resources and Compliance functions, for submission to the Board and subsequent approval of the Annual General Meeting

monitoring of external market trends, including benchmarking analysis provided by Mercer against the peer group, to formulate informed proposals to the Board

designing the Group Executive Incentive System in line with regulatory requirements which emerged and evolved over the year

defining and proposing the features of the 2011-2013 Long term Incentive plan (LTI).

In 2011, the Remuneration Committee will continue to provide independent judgment on compensation policies and practices, also availing itself of collaboration from internal functions including in particular Human Resources, Compliance, Risk, Finance and Corporate Sustainability. 2.2 Non-Executive Directors Compensation The remuneration for UniCredit’s Non-Executive Directors is represented only by a fixed component, determined on the basis of the importance of the position and the time required for the performance of the tasks assigned. In light of the above, the Ordinary Shareholders’ Meeting held on Apr 29, 2009 resolved on giving UniCredit’s Board of Directors an overall annual total compensation of €3,200,000, including €1,315,000 for members of the Board Committees and an attendance fee of €400 for every meeting of the Board of Directors and of the other Committees, even if these meetings were held on the same day. The aforesaid Shareholders’ Meeting set also the remuneration for the Chairman of the Supervisory Body pursuant to Legislative Decree 231/2001 at €25,000; this amount was increased at €40,000 by the Shareholders’ Meeting held on April 22, 2010, taking into account the increased responsibilities and commitments required of this Supervisory Body due to the growing complexity of UniCredit. Pursuant to Sect. 2389, paragraph 3 of the Italian Civil Code, the Board of Directors held on April 29, 2009 established, after consultation with the Board of Statutory Auditors, to give UniCredit’s Directors vested with particular offices an additional remuneration consisting of a fixed annual amount for each year of their term of office.

Taking into account the changes occurred in the composition of the Internal Controls & Risks Committee and of the Supervisory Body pursuant to Legislative Decree 231/2001 last year, it was deemed opportune to propose to the Ordinary Shareholders’ Meeting called for the approval of the 2010 financial statement to give UniCredit’s Directors, who hold an office in the Board Committees or in other Company’s bodies, a total overall maximum amount of €1,600,000, with no change for the attendance fee of €400 due for every meeting of the Committees and the Company’s Bodies at issue, as from the relevant date of appointment. This will allow, in line with the past, to consider any needs that are expected during the mandate, in relation to future changes in the composition, role and activities of the aforesaid Committees and bodies. 2.3 The Role of Compliance Function The Compliance function plays a primary role not only in the validation but also in the design and definition of compensation policies and processes, in conjunction with the Human Resources function. The Group Compliance function operates in close co-ordination with the Human Resources function to support the formulation of compensation policy. Key contributions in 2010 included: validation of the Group Compensation Policy

2010 submitted to the Board for subsequent approval of the Annual General Meeting on April 22nd 2010

validation of the 2010 Group Executive Incentive System, including individual goals for the CEO, Deputy CEOs and Heads of Control functions

validation of the 2011-2013 Long Term Incentive Plan

review of Division guidelines for the design of incentive systems below Executive level

participation and contribution, for the relevant matters, to the regulatory/associative initiatives regarding compensation issues (“CRD III Directive”, “CEBS Guidelines”, “Basel”, “Gruppo di Lavoro ABI sui rapporti tra funzioni Commerciale e Compliance”).

In 2011, the Compliance function will continue to play a primary role not only in the validation but also in the design and definition of compensation policy and processes.


2.4 Internal Audit of the 2010 Remuneration Policies and Practices

The Group Audit Department performed the second annual audit on the 2010 compensation systems of the Group, as requested by Bank of Italy in October 2009. The objective was to perform a follow up of the previous audit recommendations and to review the 2010 Remuneration policies and practices, verifying their compliance with Group internal rules. Furthermore a not rated first appraisal audit was performed on the category “other material risk takers”1 defined by the new EU regulations to be yet endorsed in Italy. On 22 March 2011 the Board delegated to the Remuneration Committee to review the audit report on 2010 Remuneration policies and practices. The results of the audit were presented to the Remuneration Committee on 25 March 2011. The population audited included the Group executives (CEO, GM, Deputy GM, SEVPs, EVPs) and the other material risk takers. The 2010 remuneration policies and practices have been deemed satisfactory. The process showed consistency with the internal rules and policies, supervised by the relevant Group corporate bodies and built as to minimize the compliance risks related to the remuneration process. Coherence was noted among the goals assigned, the evaluation of the performance and the reward granted. Although the evaluation provided, it is necessary to put in place improvements, in particular: • to complete the automation of the process; • to better formalize the rules of severance pay; • to enhance preliminary revision process of

new/renew employment contracts For the population of other material risk takers, the approach is consistent with the 2010 Group compensation policy, however to meet the new EU regulatory requirements some improvements are needed during 2011. In particular it is necessary to better define the performance evaluation procedures, increase the governance on the process and adequately involve control functions (risk management, compliance).

1 Employees having a material impact on Group risk exposure in terms of

credit, market and liquidity risk, with annual variable remuneration above €500,000 (UCG definition).

Internal Audit’s recommendations were shared with the relevant process owners to improve the remuneration process and practices. 3. Continuous Monitoring of Market Trends

and Practices Appropriate market awareness allows the Remuneration Committee and Board of Directors to make informed decisions on compensation in line with business strategy. Key highlights of total compensation policy defined this year with the support of continuing external benchmarking and trends analysis provided by the independent external advisor to the Remuneration Committee include: definition of executive compensation policy

with particular reference the design of the Group incentive systems defined for 2011

pay recommendations and benchmarking analysis considering the new management team structure and job responsibilities

market benchmarking against our defined peer group to inform any decision.

The peer group used at Group level to benchmark compensation policy and practice with particular reference to the senior executive population is defined by the Remuneration Committee upon proposal of the independent external advisor on the basis of criteria including: comparability of size, complexity and business model, presence in customer, talent and capital markets, risk and legal-socio-economical environment. The peer group is subject to annual review to assure its continuing relevance. 2010 UniCredit Group peers As approved by the Remuneration Committee, the peer group was comprised of the financial institutions shown below: Banco Santander Barclays Banco Bilbao Vizcaya Argentaria BNP Paribas Citigroup Credit Agricole Credit Suisse Deutsche Bank HSBC Intesa Sanpaolo JP Morgan Chase Royal Bank of Scotland Société Générale UBS


4. Employee Share Ownership UniCredit affirms the value of share ownership as a valuable tool for enabling the affiliation and alignment of interests between shareholders, management and the general employee population. 4.1 Employee Share Ownership Plan In 2008, the first edition of “Let’s Share” – the UniCredit Group Employee Share Ownership Plan (ESOP) – was launched in 5 countries (Italy, Austria, Bulgaria, Germany and Hungary) and attracted around 3,800 participants (3.6% of total eligible population). Under the Plan, participants buy UniCredit ordinary shares (“Investment Shares”) and receive one free share (‘Discount Share’) for each 20 Investment Shares as well as one further free share (‘Matching Share’) for every 5 Investment and Discount Shares owned. In 2009, the Plan in its second edition was extended to 10 countries (Czech Republic, Poland, Romania, Serbia and Slovak Republic, in addition to the existing 5 countries). The main characteristics and features of the Plan have been confirmed and a total of around 5,200 participants (4% of the total eligible population) signed up to the Plan. In 2010, the third edition of the Plan has been launched in the UK and Luxembourg in addition to already participating 10 countries. Around 4,300 employees joined “Let’s Share” in its third cycle. The participation rate stays in line with the first years (3.5% of total eligible population). Subject to Annual General Meeting approval, we continue to seek possibilities for increasing the number of participating countries, taking into account any local legal, fiscal and operational constraints. 4.2 Share Ownership Guidelines Share ownership guidelines articulate minimum levels for company share ownership by covered Executives, aiming to align managerial interests to those of shareholders by assuring appropriate levels of personal investment in UniCredit shares over time. As part of our total compensation approach, we offer equity incentives that provide for opportunities of share ownership.

Share ownership guidelines approved by the Board for 2010 apply to members of the Executive Management Committee. Review of the policy for 2011 extended their application also to Senior Executive Vice Presidents ( excluding the Head of Compliance and the Head of Audit) to maintain consistency with the equity plans offered, since the ownership of UniCredit shares by our Group leaders is a meaningful and visible way to show our investors, the public and our people that we believe in our company. Share ownership levels: 2011 guidelines set the following minimum levels:

• 2 x annual base salary for the Group CEO • 1 x annual base salary for the General

Manager and Deputy General Managers • 0.5 x annual base salary for Senior

Executive Vice Presidents The established levels should be reached within 5 years from guidelines implementation - together with the latest allocation of share based plans - or nomination to the position. Covered Executives are also expected to refrain from entering into schemes or arrangements that specifically protect the unvested value of equity granted under incentive plans. Such clauses are contained in all relevant incentive plan rules and apply to all beneficiaries, since involvement in such schemes undermines the purpose of the incentive at risk. Any form of hedging transaction shall be considered in breach of Group compliance policies with such consequences as provided for under enforceable rules, provisions and procedures. Detailed disclosure about the number of shares held by, as well as the number of UniCredit stock options and performance shares granted to, Directors, General Managers and other key management personnel is provided in part H of “UniCredit S.p.A. 2010 Reports and Accounts”. 5. Group Compensation Systems 5.1 2010 Implementation & Outcomes In 2010, Group incentive systems were implemented within the framework of our policy and governance.


5.1.1 2010 Target population The target population of Group Incentive Systems defined in 2010 was fully in line with the Financial Stability Board principles emanated in September 2009 referring to material risk-takers’ categories for whom specific compensation requirements applied, and consistent with Bank of Italy guidelines applying to UniCredit as an Italian holding company, which made specific reference to “administrators with executive activities, the General Manager and the Heads of main company functions, whose decisions may impact significantly the bank’s risk profile“. The 2010 Group Executive Incentive System was fully applied to the Identified Staff defined in line with these guidelines: Group CEO, Deputy CEOs, Senior Executive Vice Presidents and Executive Vice Presidents, including the ones in Control Functions (Compliance, Finance, Risk and Audit). The Group programs were also consistently extended to Senior Vice Presidents and offered to other key talents and mission critical players, in line with our business and people strategy. 5.1.2 2010 Group Incentive Systems 2010 Group Incentive Systems included the following plans, which are offered to the target population on a differentiated basis:

Group Incentive Systems Incumbents Group Executive Incentive

System (Upfront & Deferred Cash)

Long Term Incentive (Options & Shares)

CEO Deputy CEOs

Senior Executive Vice Presidents

Executive Vice Presidents

Senior Vice Presidents

Key talents and mission critical players

Business-specific systems

• 2010 Group Executive Incentive System System based on 3 main pillars: Group Gate, Performance Screens and Deferred Payments. To establish a link between profitability, risk and reward within Group incentive systems, the Group Gate aligns overall incentives with company

profitability adjusted for cost of capital and different risks including solidity and liquidity. It has been approved by the Board of Directors upon Remuneration Committee proposal drawing upon the input of involved functions (HR, Risk, Finance and Compliance). The link between compensation and risk was further reinforced in 2010 by an increased involvement of the Risk function in compensation design and the definition of an explicit framework to base remuneration within an overarching Group Risk Appetite Framework so that incentives to take risk are appropriately constrained by incentives to manage risk. 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. On the basis of results compared to defined profitability and sustainability thresholds, bonus opportunities may be confirmed, reduced or cancelled. In 2010, Group Gate sustainability thresholds in terms of Core Tier 1 and Cash Horizon were fully achieved, while results compared to profitability thresholds resulted in a 50% reduction of overall Executive incentive opportunities. In determining individual incentives, a comprehensive multi-perspective Performance Screen evaluates achievements against key operational and sustainability goals. Considering both the Group Gate and Performance Screen, incentive outcomes are calculated for each Executive with payouts made in cash both upfront and deferred over 3 years subject to malus conditions. For the CEO, Deputy CEOs and Senior Executive Vice Presidents, 60% of the amount is paid upfront while the remaining 40% is deferred (bringing overall deferral of total variable compensation to ca. 60%, considering also long term equity-based incentives later described). For the other Executives under the system, incentive amounts above €100,000 were deferred for the following two years. In line with Group governance, 2010 evaluations and payouts for CEO, Deputy CEOs and Heads of Internal Control Functions are reviewed by the Remuneration Committee and approved by the Board, heard the Statutory Auditors and Internal Control & Risk Committee as relevant. Amounts are reported separately in part H of “UniCredit SpA 2010 Reports and Accounts” and in the tables in chapter 6 of this Compensation Report.


In addition to the deferred cash payable under the Group Executive Incentive System, Executives may also be eligible to receive deferred equity allocations and payouts under LTI plans. • 2011-2013 Group Long Term Incentive Plan In 2010 the UniCredit Shareholders’ Meeting approved an equity plan offering a balanced mix of performance stock options and performance shares rewarding long term value creation and company performance. The plan targets approximately 1,400 beneficiaries across the Group in order to motivate and retain mission critical resources and key talents. Under the Plan, the Performance Stock Options assigned will vest in 2014 and expire in 2020, while the actual grant of Performance Shares will be made in 2014. Awards will be subject to performance conditions. 2011-2013 LTI Plan performance conditions • Relative Total Shareholder Return (rTSR),

measuring the full reward on shareholder investment relative to peers

• Group Economic Profit (EP or EVA), expressing the value creation measured as the difference between the Net Operating Profit After Tax (NOPAT) and the cost of the invested capital, calculated on the RWA for credit, market and operational risk

The performance conditions are jointly assessed in the following matrix to determine actual allocations which may range from 0-150% of target grants. Company performance below threshold will result in zero grant while outstanding performance will lead to maximum grant capped at 150%.

∑ EP 2011–2013 vs. BUDGET

< 90% ≥ 90% < 100%

≥ 100% < 110% ≥ 110%

≥ Q3 50% 75% 125% 150% ≥ med 25% 50% 100% 125% < med 0% 25% 75% 100%

rTSR

≤ Q1 0% 0% 50% 75%

rTSR is measured relative to the “Peer Group”, which consists of those companies in the European Stoxx Banking Sector Index (as at the last business day of the performance period) with a market capitalization higher than the median level of the companies included in the index. The individual companies are thus determined ex-post at the time of actual performance measurement in order to ensure the relevance and

appropriateness of the peer group, while clear ex-ante definition of the criteria and calculation methodology allow a fully transparent approach. Peer Group for rTSR calculation On the basis of defined criteria, the relevant peers would include as at January 1st, 2011: Banco Bilbao Vizcaya Argentaria Banco Santander Barclays BNP Paribas Commerzbank Crédit Agricole Credit Suisse Danske Bank Deutsche Bank DnB NOR Erste Bank HSBC Intesa Sanpaolo Julius Baer Lloyds Banking Group National Bank of Greece Nordea Bank Royal Bank of Scotland Skandinaviska Enskilda Banken Société Générale Standard Chartered Svenska Handelsbanken Swedbank UBS Unione di Banche Italiane On March 22, 2011, the Board of Directors approved the allocation of a maximum number of 84,229,364 performance stock options, for the subscription of an equal number of UniCredit ordinary shares, and the promise to grant a maximum number of 40,668,033 UniCredit ordinary shares (performance shares) to be actually allocated in a one-time settlement during the year 2014, following verification of the achievement of performance targets set under the plan. The expected impact on UniCredit share capital of the 2011-2013 LTI plan shall be approximately 0.43%, of which 0.29% due to the exercise of performance stock options and 0.14% for the allocation of performance shares, assuming performance achieved at target level. In case of extraordinary performance exceeding targets, the maximum potential dilution level would be 0.65%, of which 0.44% for stock options and 0.21% for performance shares.


Business specific systems Specific systems were implemented for the general employee population, considering market local practices. Coherent principles and design features applied also to employees in our Investment Banking business at all organizational levels with particular focus on a strong overall alignment with risk-adjusted business profitability, a comprehensive view of performance and deferral of incentive payouts over certain amounts. 5.2 2011 Policy & Plans 5.2.1 2011 Target population Specific guidelines contained in the latest regulatory provisions refer to ‘Identified staff’ categories to whom specific remuneration requirements shall apply. Accordingly, the UniCredit population has been reviewed from 2010 to 2011. The population has been extended with respect to 2010 and represents approximately 0.1% of the Group employee population, in line with emerging market practice for large universal banks. As approved by the Board upon Remuneration Committee proposal, the ‘Identified staff’ assessment conducted by UniCredit has resulted in the following categories: Group CEO, Group Executives responsible for day-to-day management (General Manager, Chief Operating Officer, Senior Executive Vice Presidents and Executive Vice Presidents), executive positions in Control Functions (Compliance, Finance, Risk and Audit) and other material risk takers (employees having a material impact on Group risk exposure in terms of credit, market and liquidity risk, with annual variable remuneration above €500,000). Compensation pay mix and vehicles used for the Identified Staff in 2011 are disclosed in chapter 6.1 of this Report. Consistently with previous year practice, the Group programs are also offered to Senior Vice Presidents and further extended to other selected roles (employees in selected roles, with annual variable remuneration above €100,000) and to key talents and mission critical players. 5.2.2 2011 Group Incentive Systems 2011 Group Incentive Systems have been defined to support business strategy and achievements in full compliance with European guidelines and relevant national regulations. The following plans

are offered to our target population on a differentiated basis:

Group Incentive Systems (All subject to performance conditions)

Incumbents Bonus opportunity (Cash & Shares)

Performance Stock Options

(Options) Share Plan

(Shares)

CEO General Manager Deputy General Managers

-

Senior Executive Vice Presidents -

Executive Vice Presidents -

Senior Vice Presidents - - Other material risk takers (incentive>€500k)

- -

Other selected roles (incentive>€100k) - - Key talents and mission critical players

Business-specific system -

The Bonus Opportunity Plan and Performance Stock Option Plan represent respectively 80% and 20% of the overall bonus amount of Group Executives. In this way, specific regulatory limits for the form and time vesting of different incentive elements is assured.

• Bonus Opportunity Plan2 Aims to reward sustainable performance, to motivate and retain Group Executives and to align UniCredit compensation systems with the latest national and international regulatory requirements. The Plan is designed in line with company strategies and goals, and is linked to Group results, adjusted for different types of risks - including capital and liquidity. The Bonus Opportunity Plan provides for the allocation of a performance related bonus in cash and free ordinary shares paid out over 4 years.

The alignment of remuneration to solidity, cost of capital & liquidity risk as required by regulators is assured via the inclusion of risk metrics selected to reflect categories of our Group Risk Appetite (Capital Adequacy, Profitability & Risk, Funding & Liquidity). Moreover, specific targets, triggers and limits are set by the Board of Directors in order to mirror risk appetite concepts, in line with regulatory requirements. In particular, the risk metrics and thresholds defined for 2011 group compensation systems include: • Core Tier 1 Ratio to measure the bank’s

solidity in terms of highest quality common equity, consistent with regulatory limits and conservation buffers

2 Referred to also as Group Executive Incentive System (“Group Executive

Plan”)


• Return on Tangible Equity to measure the return on investment for shareholders with reference to Cost of Capital & Risk Free Rate

• Net Profit to measure underlying Group profitability

• Cash Horizon to measure the bank’s capacity to face up to its liquidity obligations consistent with Basel 3 Horizon Liquidity Coverage

Based on the Performance Screens, bonus payable to each beneficiary is determined on the basis of a multi-perspective assessment of operational & sustainability drivers. The maximum bonus is capped and performance is evaluated on both internal absolute goals and relative external goals and considering also risk-adjusted indicators3. As appropriate for each role, goals are selected from our Key Performance Indicators catalogue, covering financial dimensions (such as Value Creation, Profitability, Asset Quality, Efficiency) and non-financial dimensions (such as Reputation, Customer Satisfaction, Compliance, Function Effectiveness).

Through a balanced deferral structure, the resulting bonus is paid out in 4 equal installments of upfront and deferred payouts, in cash and shares. In 2012 the first installment will be paid in cash, subject to the application of an overall risk/sustainability factor (‘Group Gate’) related to 2011 Group profitability, solidity and liquidity results and in absence of any individual / values compliance breach. In 2013 the second installment will be paid in deferred cash, while the installments in 2014 and 2015 will be allocated in UniCredit shares. Deferred payouts are subject to the application of a ‘Zero Factor’ related to Group profitability, solidity and liquidity results and in the absence of any individual / values compliance breach. 2011 Bonus Opportunity Plan structure

• in 2012 the 1st bonus installment will be paid in “upfront cash”

• in 2013 the 2nd bonus installment will be paid in “deferred cash”

• in 2014 the 3rd bonus installment will be allocated in company “upfront shares”, following a 2 year retention period

• in 2015 the 4th bonus installment will be allocated in company “deferred shares” after a 3 year vesting period

3 Detailed definitions & calculation methodology of the financial indicators

are provided in “2010 Consolidated Reports and Accounts” – Annex 4 Definition of Terms and Acronyms

• Performance Stock Option Plan Aims to align Group Executive and shareholders interests, rewarding long term value creation and share price appreciation as well as absolute and relative Group performance. The Plan provides for the grant of performance stock options to Group Executives (CEO, General Manager, Deputy General Managers, Senior Executive Vice Presidents and Executive Vice Presidents), with the exclusion of Executives in Audit and Legal & Compliance. Performance stock options will be actually allocated in 2012 with vesting in 2016 and expiring in 2022. The vesting of the performance stock options is conditional and proportional to performance achieved over the reference period (2012-2015) in terms of Relative Total Shareholder Return and Group Economic Profit. These metrics - confirmed from the previous 2011-2013 LTI plan - provide for an appropriate balance between internal risk-adjusted and external relative performance indicators (reference to performance matrix already shown under chapter 5.1.2 2010 Group Incentive Systems, 2011-2013 Group Long Term Incentive Plan). The Bonus Opportunity plan is offered in conjunction with the Performance Stock Option plan for Group Executives. The weights of installments in the overall payout of total incentive 2011 are defined considering each category of our target population: Timeline

Incumbents 2012 Cash

2013 Cash

2014 Equity

2015 Equity

2016 Stock

options CEO, GM, DGM, SEVP, EVP 20% 20% 20% 20% 20%

Other risk takers4 25% 25% 25% 25% - SVP and other selected roles5 40% 20% 20% 20% -

Incentive Plans for Executives in Control Functions are implemented in line with specific policies which assure independence and pay particular attention to the use of financial goals in order to avoid conflict of interest. Under the Bonus Opportunity Plan, individual goals in the Performance Screen are primarily related to goals of the function, with operational goals limited to 30% for Finance and Risk functions and financial goals excluded entirely for fully independent Control functions (Audit and Legal&Compliance). Moreover, for these last functions, an alternative 4 Employees materially impacting market, credit, liquidity risk at Group level

and with an incentive higher than € 500,000 5 Employees impacting market, credit, liquidity risks with incentive exceeding

€100,000: the upfront cash quota shall not exceed €150,000 and the deferred quota in shares shall be in 3 equal installments


version of the Group Gate and Zero Factor is also adopted to ensure that incentives are not conditional upon company results while the affordability of bonus payouts is maintained in relation to overall company profitability. Furthermore, Performance Stock Options which are entirely linked to financial performance conditions are not offered to Executives in fully independent functions. • Share Plan for Talents and Other Group

Mission Critical Players6 Aims to motivate and retain strategic resources and to align beneficiaries and shareholder interests, rewarding long term value creation through the share price appreciation. Plan beneficiaries are selected on the basis of eligibility criteria defined to reflect fit with corporate values and consistent behaviors, the strategic relevance and impact of the position covered and performance achievements, as well as the retention imperative to focus on Group high potential talents. Plan beneficiaries are circa 1,100 employees identified by the Board among the talents and the resources strategic for the achievement of company results, considering also the results of the performance & development evaluation programs. Furthermore the plan could be offered also in the hiring process of personnel to cover relevant positions in the Group. The proposed share plan provides for share allocations in 3 equal installments over a 3-year period, subject each year to the application of a Zero Factor related to Group profitability, solidity and liquidity results and in absence of any individual / values compliance breach. New 2011 Group incentive systems provide for an expected impact on UniCredit share capital of approximately 1%, of which 0.78% considers the potential allocation of shares to employees, and 0.22% considers the potential exercise of performance stock options, assuming performance achieved at target level. In case of extraordinary performance exceeding targets, the maximum annual dilution shall be 1.41%, of which 1.06% for the share grants and 0.35% for the performance stock options. The overall dilution for all other current outstanding Group equity-based plans equals 1.67%.

6 Referred to also as “Group Key Resources Plan”


6. Compensation tables 6.1 2010 Remuneration Outcomes Our decisions on incentive payments for 2010 reflects the Group performance. One of the core elements of our compensation approach is to deliver compensation that is affordable and appropriate, with full consideration given to shareholders, customers and regulators. The total compensation costs at Group level totalled ca. € 9.2bln in 2010, out of which the variable compensation pool amounted € 897mln, less than 10% of total compensation costs, decreasing with almost 5% comparing the previous year amount. 6.1.1 2010 Aggregate Compensation Amounts

Aggregate Compensation Amounts7

Variable performance- related pay

(€ thousand)

Number of incumbents8

Fixed & other non-

performance related pay9 Cash Equity10

CEO11 1 431 216 0

CEO - former 1 40,59018 0 0

General Manager12 1 169 156 0

Deputy CEOs13 4 11,128 2,884 0

Senior Executive Vice Presidents14 17 24,489 4,043 63

Executives in Control Functions15

29 13,368 3,643 13

Executive Vice Presidents16 88 32,238 14,048 1,292

Other material risk takers17 63 15,783 27,613 131

7 Considering pro-rata amounts for incumbents in office for part of the year 8 Counting as 1 each incumbent over the year 9 Including amounts reported as ‘Other compensation’ in the table published

- in conformity with Art. 78 of CONSOB Issuers’ Regulation no. 11971 dated May 14, 1999 and later modifications - in UniCredit SpA Annual Report (Note to the accounts – Part H) for CEO, General Manager and Senior Executive Vice Presidents

10 Amounts shown as equity compensation reflect the value of the shares at the date of actual grant or the difference between the market value of the shares and the strike price of the stock options at the date of exercise

11 For the period holding the position (30/09/2010 – 31/12/2010) 12 For the period holding the position (01/11/2010 – 31/12/2010) 13 Including the CEO and the General Manager data for the period holding

the position of Deputy CEO (04/08/2010 – 30/09/2010 and 01/01/2010 – 31/10/2010, respectively)

14 Including the CEO data for the period before his appointment as Deputy CEO (04/08/2010) and excluding Heads of Control functions (reported separately)

15 SEVP and EVP positions in Audit, Legal&Compliance, Risk and Finance 16 Excluding EVPs in Control functions (reported separately) 17 Employees having a material impact on Group risk exposure in terms of

credit, market and liquidity risk, with annual variable remuneration above €500,000

Fixed & other non-performance related pay includes also severance payments totaling €62,336 made during the financial year to 16 beneficiaries (the highest severance paid to a single person was equal to €38mln18and was related to the termination of the former CEO, Mr. Alessandro Profumo). No sign-on bonuses were paid in 2010. Amounts shown for variable performance-related pay are inclusive of any deferred amounts paid out during the year, also reported in table 6.1.2 which focuses on deferred compensation. Equity payments made in 2010 include performance shares allocated under 2007-2009 Group LTI Plan and reflect the value of the shares at the date of grant. Under this plan, actual allocations of Performance Shares have been determined on the basis of performance achievements verified at the end of the 3-year performance period. The plan, approved by the Board in June 2006, offered a combined allocation of Stock Options & Performance Shares to 752 Executives, talents and other Mission Critical Players. Performance Shares vested in relation to results at both Group and Division level, considering measures of value creation, risk-adjusted profitability and efficiency including Economic Profit (EP or EVA), Cost of Risk and Cost/Income Ratio. Group performance was below target while Division performance targets were achieved by Global Banking Services, Private Banking and Market & Investment Banking divisions. Beneficiaries in these divisions have therefore received 50% of the performance shares promised, leading to the actual allocation to 150 beneficiaries out of 752 (19.9% of total) of 953,442 shares distributed out of the maximum 10,683,683 originally set under the Plan (8.9% of total).

18 The amount includes, additionally to the base salary and other non-

variable components related to the employment relationship, also € 38 million in connection with the individual termination agreement signed on 21/09/2010, that in in details provided for: • the payment to Mr. Profumo of an “incentivo all’esodo” (incentive to leave) equal to € 36.5 million; • a one year non competition undertaking, with a specific consideration of €1.5 million; based on such commitment, Mr. Profumo can not perform, for the lenght of its duration, any activity, under any form, for financial companies in Italy, Germany and Austria; the consideration is paid in arrears in quarterly instalments; • the right for Mr. Profumo to keep 33,935,714 UniCredit stock options, received in the previous years within long term incentive plans and at the time already duly subject of disclosure to the market, with an average exercise price of € 4.2327 • the waiver by Mr. Profumo of the entitlements linked, among the others, to the incentive system 2010, to the deferrals of the incentive 2009, to the Performance Shares 2007 and 2008 and to the long term cash incentive system 2010-2012. Within such agreement, UniCredit also committed to effect a charitable donation of € 2 million to a non-profit organization.


6.1.2 2010 Deferred Compensation

Deferred Compensation

Paid out in 201019 Based on multi-year

performance achieved

Outstanding

Based on future performance

Vested U n v e s t e d

(€ thousand)

Cash Equity Equity20 Cash Equity21

CEO22 52 0 18 486 828

CEO – former 0 0 0 0 0

General Manager23 56 0 0 478 261

Deputy CEOs24 913 0 12 4,849 3,001

Senior Executive Vice Presidents25 1,248 63 68 9,878 6,654

Executives in Control Functions26 657 13 19 9,679 4,802

Executive Vice Presidents27 4,183 1,292 694 31,232 17,448

Other material risk takers28 14,554 131 0 32,973 27,131

Deferred amounts paid out in 2010 include payouts based on demonstrated multi-year performance achievements. Amounts shown as outstanding deferred compensation represent the potential gain on deferred awards that remain subject to future performance. These amounts are not related to nor indicative of the benefit (if any) that may ultimately be realized on the cash award or the underlying stock options/performance shares that may become exercisable or be actually allocated.

19 Including that part of amounts already reported in table 6.1.1 which has

been deferred from previous years and subsequently paid out in the financial year 2010. Amounts shown as equity compensation reflect the market value of the shares at the date of actual grant or the difference between the market value of the shares and the strike price of the stock options at the date of exercise

20 Based on the “Hull&White” option pricing model, the fair value estimates of the equity instruments as at 01/01/2011 would be (€ thousand): 42; 2,659; 133; 1,133; 1.353; 552; 3,385 and 114 respectively, for each of the categories for which data is disclosed in the table

21 Based on the “Hull&White” option pricing model, the fair value estimates of the equity instruments as at 01/01/2011 would be (€ thousand): 864; 1,795; 556; 5,769; 14,910; 7,688; 24,649; and 27,588 respectively, for each of the categories for which data is disclosed in the table

22 For the period holding the position (30/09/2010 – 31/12/2010) 23 For the period holding the position (01/11/2010 – 31/12/2010) 24 Including the CEO and the General Manager data for the period holding

the position of Deputy CEO (04/08/2010 – 30/09/2010 and 01/01/2010 – 31/10/2010, respectively)

25 Including the CEO data for the period before his appointment as Deputy CEO (04/08/2010) and excluding Heads of Control functions (reported separately)

26 SEVP and EVP positions in Audit, Legal&Compliance, Risk and Finance 27 Excluding EVPs in Control functions (reported separately) 28 Employees having a material impact on Group risk exposure in terms of

credit, market and liquidity risk, with annual variable remuneration above €500,000

The vested component refers to equity awards, under Group or local share-based plans, to which beneficiaries have already acquired the right but have not realized any actual gain. There is no vested cash component of the deferred compensation. The unvested component 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. All stock options granted under existing Group LTI plans are currently “under water” and represent zero gain for the beneficiaries as long as the exercise price of the stock options remains above the market price of the underlying shares. 6.2 2011 Remuneration policy 6.2.1 2011 Target Pay-Mix

Total Compensation

Fixed & other non-

performance related pay

Target variable performance-related pay

NON-EXECUTIVE DIRECTORS

Chairman and Vice Chairmen 100% 0%

Directors 100% 0%

Statutory Auditors 100% 0%

GROUP EXECUTIVES

CEO 22% 78%

General Manager 21% 79% DGMs and Senior Executive Vice Presidents29

27% 73%

Executives in Control Functions26 49% 51%

Executive Vice Presidents27 38% 62%

GROUP EMPLOYEE POPULATION

Business Areas30 84% 16%

Corporate Centers/ Support functions31 85% 15%

Overall Group Total 85% 15%

29 Including Deputy General Managers and excluding SEVPs in Control

functions (reported separately) 30 Family & SME Division, Corporate & Investment Banking Division, Private

Banking Division, Asset Management, Central Eastern Europe and Poland’s Markets divisions

31 Corporate Centers Italy, Germany & Austria and Global Banking Services


Total compensation policy for Non-Executive Directors, Group Executives and for the overall Group employee population demonstrates in particular how: remuneration of the Non-Executive Directors,

as approved by the AGM, does not include variable performance-related pay

Group Executives are offered significant opportunities for variable compensation in line with their strategic role, regulatory requirements and our 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.

In a second scenario considering the maximum amounts of variable incentives set for 2011, the proportion of variable compensation would be respectively: 84% for the CEO, 85% for GM, 80% for SEVP population and 71% for EVP population. 6.2.2 2011 Variable Performance-Related Pay

Composition

Variable Performance-Related Pay

Upfront pay Deferred pay

Cash Equity Cash Equity

CEO 20% 20% 20% 40%

General Manager 20% 20% 20% 40%

Senior Executive Vice Presidents32 20% 20% 20% 40%

Executives in Control Functions33 25% 25% 25% 25%

Executive Vice Presidents 20% 20% 20% 40%

Other material risk takers34 25% 25% 25% 25%

Variable compensation policy for Group Executives demonstrates alignment with regulatory recommendations, and in particular: a significant proportion of compensation is

variable and performance-related up to 60% of variable performance-related

compensation is paid under deferral arrangements over a period of 4 years

equity-based compensation represents up to 60% of variable compensation.

32 Excluding Heads of Audit and Legal & Compliance functions (reported

separately) 33 SEVPs and EVPs in Audit and Legal & Compliance functions only, as

fully independent control functions, for whom specific policy for variable pay composition applies. See chapter 5.2.2 for more detailed information

34 Employees having a material impact on Group risk exposure in terms of credit, market and liquidity risk, with annual variable remuneration above €500,000

6.2 Benefits Data Our employees enjoy welfare, healthcare and work-life balance benefits that supplement social security plans and 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. • Structure of retirement plans offered to

employees In Italy, defined benefit plans and defined contribution plans are in place. Most of these plans concern defined contribution funds. There are also defined benefit plans, but they cannot be entered by new employees. As of 2010, the plans’ liabilities – estimated on an actuarial basis pursuant to international accounting standards – are adequately covered (for further details, please see the Annexes of “UniCredit SpA 2010 Reports and Accounts” ). Since 2009, in order to pursue the best balance between yields, costs and risks associated with complementary pension plans, UniCredit Group has been signing collective labor agreements providing that Italian employees who are members of some Group pension funds transfer to the UniCredit Group Pension Fund, the only pension fund that can be entered by the Group’s new employees. Up to 2010, in such collective transfers have been involved about 12,070 employees. In Germany, defined benefit plans and defined contribution plans are in place. There exist a variety of different defined benefit plans due to the history of the company. The main distinguishing feature is that some plans are final pay plans (a certain percentage of the last monthly gross salary is the pension payment), and some are career average plans (a percentage of the annual gross salary is converted into a fixed pension amount). All of these plans are closed to new entries. There exist two defined contribution plans (career average plans). A certain percentage of monthly gross salary is converted into a fixed pension amount. In case of a surplus from the asset management, employees may be eligible to benefit from additional credits on their individual pension accounts, without guarantee. The defined benefit plans are nearly fully funded via the Contractual Trust Arrangement (Germany) or via Pension Funds (overseas) as of December 31, 2010.


Other retirement plans offered to employees: Country Principal types of retirement plans offered to

employees Austria Defined contribution plans

Bulgaria No plans Croatia Defined Contribution plans Czech Rep.

Pension plan contribution as part of the bank’s benefit cafeteria system The funds are held and maintained separately from the resources of the organization.

Hungary No plans

Romania No plans Russia Defined contribution plans

Welfare System in 2010:

Country

National mandatory

welfare system

Voluntary company welfare system

Percentage of employees

participating in the voluntary company

system Italy Yes Yes 95% Germany Yes Yes 100% Austria Yes Yes 95% Poland Yes No not applicable Bulgaria Yes Yes 100% Croatia Yes Yes 100% Czech Rep. Yes Yes 100% Hungary Yes Yes 40% Romania Yes No not applicable Russia Yes Yes 21% • Highlights of initiatives in healthcare & work-

life balance In managing their healthcare expenses, most UniCredit Group employees are supported by a variety of insurance policies, health funds and other benefits (e.g. prevention initiatives, special arrangements for medical costs, benefits platform enabling employees to select plans best suited to their needs). Additional benefits are offered to support colleagues and their families during different stages of their lives, ranging from childcare services, sport and leisure activities, lunch plans and company canteens to special terms and conditions in respect of access to various banking products. Such benefits may vary substantially from country to country and are tailored to local market practices as well as to the applicable social and regulatory framework.

- 1 -

ORDINARY SHAREHOLDERS' MEETING

DIRECTORS' REPORT

2011 GROUP COMPENSATION SYSTEMS

Dear Shareholders,

We have called this ordinary meeting to request your approval of the 2011 Group compensation systems, providing for the grant of free shares and performance stock options to a selected group of Group employees, according to the modalities described below subject to the achievement of specific performance conditions.

This proposal has been formulated in compliance with the provisions of section 114-bis of Decree 58 dated February 24 1998, and in accordance with the provisions set forth by Consob with reference to incentive plans based on financial instruments assigned to corporate officers, employees and collaborators; for this purpose, a document describing the details of the compensation systems has been prepared pursuant to Section 84-bis of the Consob Regulation no. 11971/99 and has been made available to the public under the terms of law.

Considering the indications recently issued by Bank of Italy and the direction set by the European Directive CRD III (Capital Requirements Directive) and by CEBS (Committee of European Banking Supervisors) guidelines, it is deemed appropriate to submit to the approval of this Shareholders’ meeting the implementation of compensation systems based on financial instruments in order to align shareholder and management interests, reward long term value creation, share price appreciation and motivate and retain key Group resources.

Therefore, the following compensation systems are submitted for the approval of this Shareholders' meeting:

1. 2011 Group Executive Incentive System, which provides for the allocation of an incentive – in cash or free ordinary shares – to be granted in a 4-year period, subject to the achievement of specific performance objectives;

2. Share Plan for talents and other Group key resources, which provides for the allocation of free ordinary shares in a 3-year period subject to the achievement of specific performance objectives;

3. Performance Stock Option Plan for Group Senior Executives, which provides for the allocation of performance stock options, exercisable as of the year following the 4 year reference period (2012-2015) subject to the achievement of specific performance objectives.

- 2 -

1. 2011 GROUP EXECUTIVE INCENTIVE SYSTEM

GOALS

The 2011 Group Executive Incentive System (“Group Executive Plan”) aims to attract,

motivate and retain Group Executives and to align UniCredit compensation systems with

the latest national and international regulatory requirements with the aim to define – in

the interest of all stakeholders – incentive systems in line with long term company

strategies and goals, linked to Group results, adjusted in order to consider all risks, in

coherence with capital and liquidity levels needed to cover the activities in place and, in

any case, able to avoid misleading incentives that could drive to regulatory breaches or to

assume excessive risks for the bank and the system in its whole.

BENEFICIARIES

2011 Group Executive Plan beneficiaries are: - Chief Executive Officer (CEO), General Manager (GM), Deputy General Manager

(DGM), Senior Executive Vice Presidents (SEVP) (currently 19 people), Executive Vice Presidents (EVP) and other risk takers1 (currently circa 160 people);

- Senior Vice Presidents (SVP) (circa 470 people) and other roles impacting market, credit or liquidity risks with an incentive higher than € 100,000 (currently circa 360 people).

ELEMENTS OF THE GROUP EXECUTIVE PLAN

(a) to each beneficiary achieving individual goals defined for 2011, an overall incentive payable over a 4-year period (2012-2015) shall be determined on the basis of a multi-perspective Performance Screen assessment of operational & sustainability drivers;

(b) overall incentive payouts thus determined shall be made in 4 installments through a balanced structure of upfront (ie. following the moment of performance evaluation) and deferred payouts, in cash and shares, subject to continuous employment at each date of grant and as follows:

- in 2012 the first installment of the overall incentive (1st installment) will be paid

in cash, subject to the application of an overall risk/sustainability factor (“Group Gate”), related to 2011 Group2 profitability, solidity and liquidity results and in absence of any individual values / compliance breach;

- in 2013 the second installment of the overall incentive (2nd installment) will be paid in cash, subject to the application of a Zero Factor related to 2012 Group2 profitability, solidity and liquidity results and in absence of any individual /values compliance breach;

1 Employees materially impacting market, credit, liquidity risk at Group level and with an incentive higher than € 500,000 2 And/or Group Companies in presence of any specific local applicable regulations

- 3 -

- in 2014 the third installment of the overall incentive (3rd installment) will be allocated in UniCredit shares, subject to the application of a Zero Factor related to 2013 and in the absence of any individual /values compliance breach;

- in 2015 the fourth installment of the overall incentive (4th installment) will be allocated in UniCredit shares, subject to the application of a Zero Factor related to 2014 and the absence of any individual /values compliance breach;

(c) in 2012 the promise of incentive payment in cash and shares shall be formulated; the percentages of payments in cash and shares are defined considering beneficiary categories, as described in the following table:

2012 2013 2014 2015

Cash Cash Shares Shares

CEO, GM, DGM, SEVP, EVP and other risk takers1

25% 25% 25% 25%

SVP and other selected roles3 40% 20% 20% 20%

(d) the number of shares to be allocated in the 3rd and 4th installments is defined in 2012, considering the arithmetic mean of the official market price of UniCredit ordinary shares during the month preceding the Board resolution that approves 2011 results;

(e) allocations of a maximum number of 158,000,000 freely transferable UniCredit ordinary shares are foreseen, representing about 0.82% of UniCredit share capital; for the purposes of defining the maximum number of shares to be allocated, it is furthermore highlighted that, as appropriate or necessary in light of local regulations under emanation, this payment structure may already be applied to variable incentive payouts related to 2010 performance: in such cases for a maximum number of 45,000,000 shares to ca. 450 employees;

(f) the Board of Directors may authorize any changes to the Group Executive Plan that, not changing substantially the content of the resolutions, may be necessary or appropriate for plan implementation in compliance with legal and / or tax regulations in the countries where the Group is present. In particular, a different percentage distribution of the various installments of payments and / or a different period of deferral for shares allocation in various countries may be provided for (notwithstanding respect of the delegation period of capital increase provided by the General Shareholders’ Meeting). Furthermore, in compliance with any legal and / or regulatory provision locally applicable, a retention period on granted shares or a shares allocation at the end of a certain period of time may be agreed with beneficiaries, notwithstanding the deadline for the exercise of the delegated power of attorney for capital increase. If the implementation of Plans should have any adverse effects (legal, tax or other) on Group Companies and / or beneficiaries residing in countries where the Group is present, the Board of Directors may be provide alternative solutions, that fully comply with the principles of the Plans and allow achievement of the same results, for example also using

3 Employees impacting market, credit, liquidity risks with incentive exceeding €100,000: the upfront cash quota shall not exceed €150,000 and the deferred quota in shares shall be in 3 equal installments.

- 4 -

a trust company or the allocation of shares or other instruments of the UniCredit Group local companies where the beneficiary is employed.

2. SHARE PLAN FOR TALENTS AND OTHER GROUP MISSION CRITICAL PLAYERS

GOALS

The Share Plan for Talents & other Group Mission Critical Players (“Group Key Resources

Plan”) aims to attract and / or retain strategic resources and to align beneficiaries and

shareholder interests, rewarding long term value creation and share price appreciation.

BENEFICIARIES

Group Key Resources Plan beneficiaries shall be ca. 1,100 employees identified by the Board among the talents and other mission critical players for the achievement of company results, considering also the results of the performance & development evaluation programs such as Performance Management, Executive Development Plan (EDP) and Talent Management Review (TMR). Furthermore the Group Key Resources Plan may be offered also in the process of hiring personnel to cover significant positions in the Group.

The beneficiaries identified and the number of shares to be allocated at individual level will be defined in relation to:

• the relevance of the position - impact on business results and / or Group Governance;

• the need of retention - the need to retain high potential talent in the Group particularly sought by market competitors;

• the level of performance / potential - delivery ability, performance and results achieved;

• adherence to corporate values and compliance - knowledge and ability to translate corporate values into behaviors and individual adherence to compliance rules, conduct and behavior.

ELEMENTS OF THE GROUP KEY RESOURCES PLAN

(a) provides for UniCredit free ordinary share allocations in 3 equal installments over a 3 year period; each allocation shall be subject to continuous employment at time of actual grant and application of the Zero Factor related to annual Group2 profitability, solidity and liquidity results and the absence of any individual values / compliance breach;

(b) the overall number of shares is defined considering the arithmetic mean of the official market price of UniCredit ordinary shares during the month preceding the Board resolution that formulate the promise to grant the shares;

- 5 -

(c) the Board of Directors shall, during the formulation of allocations, establish the percentages of shares attributable to each installment as well as the consequences of employees’ termination of employment upon the Plan.

(d) it is intended to effect the allocation of a maximum number of 48,000,000 free UniCredit ordinary shares, freely transferable, representing ca. 0.25% of UniCredit share capital;

(e) the Board of Directors may authorize any changes to the Group Key Resources Plan that, not changing substantially the content of the resolutions, may be necessary or appropriate for plan implementation in compliance with legal and / or tax regulations in countries where the Group is present. In particular, a different period of deferral for shares allocation in various countries may be provided for (notwithstanding respect of the delegation period of capital increase provided by the General Shareholders’ Meeting). In particular, in compliance with any legal and / or regulatory provision locally applicable, a retention period on granted shares or a shares allocation at the end of a certain period of time may be agreed with beneficiaries, notwithstanding the deadline for the exercise of the delegated power of attorney for capital increase. Furthermore, in compliance with any legal and / or regulatory provision locally applicable, an unavailability period of granted shares or a shares allocation at the end of a certain period of time may be agreed with beneficiaries, notwithstanding the deadline for the exercise of the delegated power of attorney for capital increase. If implementation of the Group Key Resources Plan should have any adverse effects (legal, tax or other) on Group Companies and / or beneficiaries residing in countries where the Group is present, the Board of Directors may provide alternative solutions that fully comply with the principles of the Plans and allow achievement of the same results, for example also using a trust company or the allocation of shares or other instruments of the UniCredit Group local companies where the beneficiary is employed.

3. PERFORMANCE STOCK OPTIONS PLAN FOR GROUP SENIOR EXECUTIVES

GOALS

The Performance Stock Options Plan for Group Senior Executives (“Group Senior Executives

Plan”) aims to align Senior Executive and shareholders interests rewarding long term value

creation, share price appreciation and absolute and relative Group performance.

BENEFICIARIES

Group Senior Executives Plan beneficiaries are the CEO, GM, DGM and SEVPs (with the exclusion, in line with regulatory requirements for Heads of control functions, of the Head of Audit and Head of Legal & Compliance) and the EVP.

- 6 -

ELEMENTS OF THE GROUP SENIOR EXECUTIVES PLAN

(a) it is intended to effect the allocation of a maximum number of 68,000,000 performance stock options, for the subscription of an equal number of UniCredit ordinary shares (representing about 0.35% of share capital) to be actually allocated following the verification of achievements against defined performance conditions;

(b) the performance stock options will be exercisable as of the year following the reference period (2012-2015) and until December 31st 2022 – unless otherwise established by the Board of Directors in case of a public bid involving the purchase and exchange of UniCredit shares - subject to the achievement of performance conditions set by the Board of Directors and subsequently verified at the end of the last year reference period;

(c) the performance indicators of the Group Senior Executives Plan calculated in the reference period 2012-2015 are:

• Relative Total Shareholder Return (rTSR) over the reference period, measuring the full reward on shareholder investment (considering capital gain & dividends) relative to peers. The “Peer Group” will consist of those companies in them European Stoxx Banking Sector Index (as at the last business day of the performance period with a market capitalization higher than the median level of the companies included in the index. Any company which at any time in the 30 days before the end of the reference period is the subject of a proposed transaction which could lead to a takeover, will be excluded from the Comparator Group;

• Group Economic Profit (EP) calculated as the difference between Net Operating Profit After Tax and the product between Allocated Capital and Cost of Equity.

the exercise of the maximum number of stock options granted is provided for in case the performance of Group 2012-2015 Economic Profit (EP) is higher than the cumulative planned target and positioning of the relative Total Shareholder Return (rTSR) 2012-2015 is higher or equal to third quartile of the reference peer group. No stock options will be exercisable in case of rTSR positioning below the median and EP lower than the target set;

(d) the Board of Directors shall determine the exercise price of the performance stock options which shall be given by the arithmetic mean of the official market price of UniCredit ordinary shares during the month preceding the Board resolution to execute the grant as well as the modalities and the exercise periods for the performance stock options above mentioned;

(e) the performance stock options will be nominative ‘titles’ and not transferable: the terms and conditions under which the right to exercise the performance stock options will lapse, will be set by the Board in the resolution to execute the Group Senior Executives Plan;

(f) the Board of Directors may authorize any changes to the Group Senior Executives Plan that, not changing substantially the content of the resolutions, may be necessary or appropriate for plan implementation in compliance with legal and / or tax regulations in countries where the Group is present.

- 7 -

4. SHARES REQUESTED FOR THE PLANS

The issue of UniCredit free ordinary shares necessary for the execution of the Group Executives Plan and the Group Key Resources Plan as well as performance stock options for the execution of the Group Senior Executives Plan, as in the past, shall be object of a delegation of power of attorney to the Board of Directors, in compliance with sect. 2443 of the Civil Code.

Accordingly, the extraordinary session of today's shareholders' meeting will be asked to approve the proposal to delegate to the Board of Directors the power of attorney:

a) to resolve, on one or more occasions for a maximum period of five years, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of € 103,000,000 corresponding to up to 206,000,000 UniCredit ordinary shares, to be granted to employees of the Holding Company and of Group banks and companies; such an increase in capital would be carried out using the special reserve known as "Provisions Linked to the Medium Term Incentive System for Group Employees" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations. In this regard it is noted that, in occasion of approval of the 2010 annual report, a proposal shall be made to allocate a portion of statutory reserves made available from the distribution of company profits to the aforesaid special reserve for an amount equal to € 96,000,000; in case this allocation shall be approved, the special reserve will bring its total to € 143,819,813.05;

b) to resolve, on one or more occasions for a maximum period of one year, to increase share capital, with the exclusion of rights, as allowed by section 2441.8 of the Italian Civil Code, for a maximum nominal amount of € 34,000,000 to service the exercise of performance stock options to subscribe to up to 68,000,000 UniCredit ordinary shares, to be reserved for Group Senior Executives.

Dear Shareholders,

If you agree with the above proposal, you are invited to approve it by adopting the following resolution:

"The ordinary shareholders' meeting of UniCredit S.p.A., having heard the Directors' proposal,

RESOLVES

1. to adopt Group compensation systems in the manner and terms described above and in particular:

- the 2011 Group Executive Incentive System ("Group Executive Plan") which

provides for UniCredit free ordinary shares allocations, by April 2016, to selected UniCredit Group employees indicated as “Executives”;

- the Share Plan for Talents & other Group Mission Critical Players (“Group Key Resources Plan”) which provides for free UniCredit ordinary shares allocation, by

- 8 -

April 2016, to selected UniCredit Group employees indicated as "Talents and other Mission Critical Players;

- the Performance Stock Option Plan for Group Senior Executives (“Group Senior Executives Plan”) which provides for performance stock option allocations, by April 2016, to selected UniCredit Group employees indicated as Group Senior Executives;

2. the integration of the special reserve known as “Provisions Linked to the Medium Term Incentive System for Group Personnel” for an amount equal to € 96.000.000 via allocation of a portion of statutory reserves made available from the distribution of company profits that shall be defined by the Board of Directors;

3. to confer to the Chairman and/or to the Chief Executive Officer, respectively, every opportune power of attorney to implement the present resolution, to render any amendments and additions to the proposals, to be submitted to the Shareholders’ Meeting (not changing substantially the content of the resolutions) which should be necessary to enact the present deliberations, resulting from changes in legislation or regulations, or even required by regulatory authorities and in order to comply with any provision of rules and regulations in countries where Group companies are located.

- 1 -

ORDINARY SHAREHOLDERS' MEETING

DIRECTORS' REPORT

UNICREDIT GROUP EMPLOYEE SHARE OWNERSHIP PLAN 2011 (LET’S SHARE 2011)

Dear Shareholders,

We have called this Ordinary Meeting to request your approval of the “UniCredit Group Employee Share Ownership Plan 2011” aimed at offering to employees of the Group the possibility to invest in UniCredit shares at favourable conditions, in compliance with the provisions of sect. 114-bis of Decree 58 dated 24 February 1998 and with “Supervisory Provisions concerning Organization and Corporate Governance of Banks” issued by Bank of Italy, and according to the provisions set forth by Consob referring to incentive plans based on financial instruments assigned to corporate officers, employees and collaborators.

With this aim, a document has been drawn up pursuant to Section 84-bis of the Consob Regulation no. 11971/99 that has been made available to the public within the timeframe legally required.

As you will recall, your company was one of the first in Italy to understand that the reinforcement of a sense of employees’ belonging and commitment to achieve corporate goals is a relevant factor to maximize corporate value. In this regard, starting from 2008 the UniCredit Shareholders’ Meeting has approved share ownership plans aiming at offering employees of the Group the possibility to invest in UniCredit shares at favourable conditions.

As in the past, it is proposed that this Shareholders' Meeting approves for the year 2011 a

new share ownership plan offered to employees, the “UniCredit Group Employee Share

Ownership Plan 2011” (“Let’s Share 2011 Plan”), whose execution modalities and features

are substantially in line with the employee share ownership plans adopted by your

Company in recent years.

GOALS

The Plan aims at reinforcing employees’ sense of belonging and commitment to achieve

corporate goals.

BENEFICIARIES

Considering that the Let’s Share 2011 Plan is addressed to the employees of the UniCredit Group, the potential Participants would be circa 160,000.

- 2 -

PLAN ELEMENTS

(a) Election Period: from October 2011 to January 2012 employees participating to the Let’s Share 2011 Plan (“Participants”), will choose the overall amount that they want to invest, up to a maximum contribution of 6.5% of their annual gross base salary with a cap of € 20,000 per annum. The minimum annual contribution amount is defined considering the peculiarities of each participating country;

(b) Enrolment Period: from January 2012 to December 2012 the Participants will have the opportunity to buy shares by means of monthly debits on their current account or by payments in one or more instalments made in the months of March, May and/or October (“one-off” modality). In case during this Enrolment Period a Participant leaves the Let’s Share 2011 Plan, he/she will lose the right to receive any free shares as per the following points c) at the end of the Enrolment Period;

(c) “Matching Share”: at the end of the Enrolment Period, the Participant will receive a free restricted share for every 3 shares acquired; this free share will be subject to lock-up for the next three years and the Participant will lose the entitlement to the Matching Share if, during the 3-year Holding Period, he/she will no longer be an employee of a UniCredit Group Company, unless the employment has been terminated for one of the specific reasons stated in the Rules of the Plan. In some countries, for fiscal reasons, it will not be possible to grant the Matching Shares at the end of the Enrolment Period: in that case an alternative structure is offered that provides to the Participants of those countries the right to receive the Matching Shares at the end of the Holding Period (“Alternative” Structure);

(d) Holding Period: during the Holding Period (from January 2013 to January 2016), the

Participants can sell the purchased shares at any moment, but by doing so they will lose the Matching Shares in respect of the number of shares sold.

(e) Diluting impact on Holding Company share capital: the Let’s Share 2011 Plan provides for

the use of shares to be purchased on the market, therefore it will not have any diluting impact on Holding Company share capital. To that end, Group employees who decide to accept to join the Let’s Share 2011 Plan will give a mandate to a broker, internal or external to UniCredit Group, to purchase the shares and to deposit them in an account opened in their name. In case of substantial changes in the scenario of reference or if the actual participation rate would be higher than expected, it may be required to change this implementation modality by asking, in the case, for the relevant authorizations needed.

(f) Fiscal and social contribution: The fiscal and social contributions schemes applied will be in line with the applicable law in the country in which each Participant is fiscally resident (with the exception of expatriated employees for whom the “tax equalisation” principle will be applied by which the employee taxation and the social security contributions applied will be the same of the reference home country) and, in particular, in Italy the Let’s Share 2011 Plan respects the necessary conditions for the application of tax relief, within the limits provided by the law, for employee share ownership plans («sect. 51», «lit. g» TUIR).

- 3 -

An evaluation process is ongoing on the possibility, subject to an agreement with the Unions, that the Italian participants could contribute to the Let’s Share 2011 Plan investing a portion of the company bonus (VAP). The modalities and the timing to make this contribution will be defined in the Regulations of the Let’s Share 2011 Plan that will be submitted to the approval of the Board of Directors at the moment of the launch of the Let’s Share 2011 Plan.

∗ ∗ ∗

Dear Shareholders,

If you agree with the above proposal, you are invited to approve it by adopting the following resolution:

"The ordinary Shareholders' Meeting of UniCredit S.p.A., having heard the directors' proposal,

RESOLVES

1. to adopt the “UniCredit Group Employee Share Ownership Plan 2011” aiming at offering to all employees of the Group the possibility to invest in UniCredit shares at favourable conditions;

2. to give to the Chairman and/or to the Chief Executive Officer, respectively, any relevant power of attorney to enact today’s resolution and to make all possible changes and integrations to the “UniCredit Group Employee Share Ownership Plan 2011” (not changing substantially the content of the resolution) which should be necessary to carry out what was resolved, also in order to comply with every legal and regulatory provision of the countries in which the Group companies are based.

1

EXTRAORDINARY MEETING OF SHAREHOLDERS

Report from the Directors

AMENDMENTS TO CLAUSES 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16,

17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 AND 32 OF THE

ARTICLES OF ASSOCIATION”

Dear Shareholders,

We called this Extraordinary Meeting of Shareholders to decide on the

proposal to amend and update some of the provisions of UniCredit's current Articles

of Association.

These changes were prompted by the need to align the text with certain legal

provisions introduced into Italian corporate law by Legislative Decree no. 27 of 27

January 2010, concerning the rights of shareholders of listed companies (the

"Decree").

Indeed, as you are probably well aware, the aforementioned Decree aims at

introducing the EU Directive on Shareholders' Rights into the national law, but it not

only envisages the need to adjust the Articles of Association of Italian listed

companies, but it also enables them to adopt some technical tools, that is, to make

some discretional choices in order to facilitate shareholder involvement in company

life. Given the utmost importance your company has always attached to this matter,

after adopting the non-discretional changes envisaged by law with a Board of

Directors' resolution taken pursuant to Clause 23 of the Articles of Association, your

company is submitting to the Meeting of Shareholders a proposal to amend certain

parts of the Articles of Association to ensure not only its regulatory compliance, but

also that it is in line with the best practices of European companies given the

positioning acquired by your Company and the Group it leads in the international

arena.

2

Therefore, we are submitting some additional changes designed to amend and

align the text with the regulations that have been issued and with the changed role

and related governance acquired by your Bank, including on completion of the

"One4C" project. Finally, other changes involve the removal of now obsolete

provisions (especially when it comes to incentive or compensation plans that no

longer exist) and, in general, such amendments are meant to clarify and streamline,

even simply in terms of wording, the text of the Articles of Association.

Having said that - and reminding you of the fact that all the proposed changes

are shown in the summary table that is part and parcel of this report - we would now

like to present you with the details of the amendments we are asking you to approve:

• Clauses 1 and 2: Given the completion of the ONE4C project, we felt the need to

explicitly outline the possibility for UniCredit, now a fully operational bank, to

make use of the distinguishing marks of companies that were incorporated as of 1

November 2010 as well as the introduction of the abbreviated form of the

Company name. Some definitions related to the geographical distribution of the

bank structures have also been revised.

• Clause 3: it is proposed to increase the duration of the Company taking also into

consideration that same banking transactions (for example loans) carried out with

the clients may end after the term currently established.

• Clauses 5, 6 and 7: The paragraphs of these articles were streamlined, without,

though, any impact on their substance. More specifically, it was deemed

appropriate to include the rules on capital, its composition and the methods to

increase it under Clause 5 and, consequently, the relevant paragraphs were taken

from Clause 6. Clause 6 now mainly describes capital transactions for the

incentive and compensation plans adopted by the Group over time. In addition,

the text has been simplified by the removal of information already available to

shareholders and the market, in compliance with prevailing laws and regulations.

Finally, the provisions concerning savings shares and their Common

Representative have been left unchanged in substance, but they have been

reallocated to the new Clause 7 (its previous versions were eliminated) to

highlight this subject.

• Clauses 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19: First, the current Clause 17

was removed since it contained provisions that were already contained in their

entirety in the prevailing laws. With reference to the aforementioned clauses,

nos. 8, 9, 12 and 13 concerning the Meeting of Shareholders have been modified

3

to implement the Decree. More specifically, Clause 8 reinstates the option to call

the ordinary shareholders' meeting, within the greater period of 180 days from

the end of the financial year, as envisaged by Art. 2364 of the Italian Civil Code.

This amendment, that in line with the current Supervisory regulations issued by

the Bank of Italy is justified by the complexity of the operations needed for the

consolidated financial statements of a large banking group such as UniCredit

Group, could also provide greater organizational flexibility to the Company and,

among other things, facilitate the involvement of shareholders who also own

shares in other companies and might not be in a position to participate in

meetings held on the same date. Clause 9 governs the possibility, if needed, to

participate remotely and to vote electronically, provided this is stated in the

notice of meeting. The wording is deliberately designed to leave room for future

technological developments. A provision, introduced as Clause 12 (whose text

therefore has been entirely rewritten) introduces the possibility, should the Board

of Directors so decide, to hold a meeting in a single call. Finally, the matter of

Clause 12 (to be renumbered as Clause 13) modifies the requirements for taking

part in shareholders' meetings and makes things easier for shareholders by

cancelling any reference to presenting documents (copy of the notice of the

brokers holding their accounts) in advance since this is no longer required under

the prevailing laws, which are now the only aspect governing these matters.

Clauses 10, 11, 14, 15, 16, 17, 18 and 19 were only subjected to some aesthetic

changes to improve wording and clarity. Some of the provisions already in the

regulations have been removed.

• Clauses 20, 21, 22, 23, 24, 25 and 26: The general idea guiding the changes to

these clauses concerning the Board of Directors was to improve the wording and

make it easier to read. An attempt was made to try and avoid the potential

misgivings about interpretation of the text that had emerged in the past; at the

same time the text was updated in line with the Decree. For example: some

specifications were introduced concerning the co-optation of directors and their

replacement; in addition the procedures for submitting the lists were also

simplified. Moreover, the provisions concerning the powers of the Board have

been streamlined, in particular with reference to the appointment of the

Managing Director and the General Managers and Deputy General Managers, their

role as well as the power of these to delegate further. Last, given the expiry

(November 2010) of the Business Combination Agreement entered into at the time

of the merger with Bayerische Hypo- und Vereinsbank A.G. (HVB), in June

4

2005, some obligations envisaged by the said agreement were removed, such as

the qualified quorums for some types of board decisions.

• Clauses 27, 28 and 29: The changes were mainly introduced to make the

provisions easier to read, using terminology in line with what is used in the

regulations (for instance "managers with strategic responsibilities", "branches"). In

addition, given the experience gained on the subject of representation in trials

and powers of signature in the banks that have recently been incorporated by

UniCredit, Clause 29 has added and clarified some concepts with a view to

improving operational flexibility.

• Clause 30: For the Statutory Board of Auditors - like for the Board of Directors -

the proposed amendments are intended to remove any doubts that have arisen in

the past due to interpretation and - aside from simplifying the requirements for

presenting lists - to aid those shareholders who wish to take an active part in the

company's life by proposing a list of candidates for the role of auditor. This is the

light in which to see, for example, the proposed change to make it possible for

shareholders to submit a list bearing only two candidates for permanent auditor

and one for stand-in auditor (rather than five for permanent and two for stand-in,

as required by the current Articles).

• Clause 32: the change was introduced to grant greater flexibility with regard to

the portion of the annual amount of the bank’s net profit to be allocated to

projects of a social, welfare and/or cultural nature, given also the recent merger

with certain banks as a consequence of the One4C project.

Given the aforementioned changes, where necessary, the clauses and

paragraphs were renumbered and the internal references to clauses and paragraphs

were updated.

Dear Shareholders,

On the basis of what has been highlighted, if you are in agreement, then we ask

you to approve the following proposal:

"The Extraordinary Meeting of Shareholders, having heard the proposal from the Board

of Directors

RESOLVES

1. to approve the following amendments to the Articles of Association:

• amendment of paragraph 1 of Clause 1 with the following new text :

5

“1. UniCredit, a limited company, formerly known as UniCredito Italiano, Credito

Italiano and Banca di Genova prior to that, and established in Genoa by way of a

private deed dated 28 April 1870, is a bank pursuant to the provisions of Legislative

Decree no. 385 dated 1 September 1993, also named in abbreviated form UniCredit

S.p.A..”

• insertion of a new paragraph 2 in Clause 1 with the following new text:

"2. The Bank may use, as brands or distinguishing marks, the names and/or

distinguishing marks used at various times by the Bank and/or the Companies

incorporated into the Bank."

• amendment of paragraph 1 of Clause 2 with the following new text:

"1. The registered office of the Bank is located in Rome while its Head Office is located

in Milan. It may establish and close down, both in Italy and abroad, secondary offices,

branches, however named, and representative offices."


“1. The duration of the Bank runs until 31 December 2100.”

• amendment of Clause 5 with the following new text:

"1. The Bank’s share capital, fully subscribed and paid-up, amounts to Euro

9,649,245,346.50 and is divided into 19,298,490,693 shares of Euro 0.50 each, in turn

made up of 19,274,251,710 ordinary shares and 24,238,983 savings shares.

2. Ordinary shares are registered shares.

3. No one entitled to vote may vote, for any reason whatsoever, for a number of Bank

shares exceeding five per cent of share capital bearing voting rights, to this end, the

global stake held by the controlling party, (be it a private individual, legal entity or

company), all direct and indirect subsidiaries and affiliates has been taken into

consideration; those shareholdings included in the portfolios of mutual funds managed

by subsidiaries or affiliates have not, on the other hand, been taken into consideration.

Control, including with regard to parties other than companies, emerges in the

situations provided for by Article 2359, first and second paragraph, of the Italian Civil

Code. Control whereby significant influence is exercised is regarded to be present in

the situations provided for by Clause 23, second paragraph, of Legislative Decree no.

385 dated 1 September 1993 (Consolidation Act for Laws Relating to Banking and

Lending Activities). An affiliation emerges in the situations referred to in Article 2359,

third paragraph, of the Italian Civil Code, for the purposes of computing the stake

held, those shares held through custodian companies and/or intermediaries and/or

those shares whose voting rights are assigned for any purpose or reason to a party

other than their owner, are also taken into consideration. In the event of the above

provisions being breached, any shareholders resolution carried may be impugned

6

pursuant to the provisions of Article 2377 of the Italian Civil Code, where the majority

required would not have been reached without this breach. Those shares whose voting

rights may not be exercised are in any event computed in order for the Meeting to be

properly formed.

4. Share capital may be increased by way of a shareholders’ resolution, through the

issuance of shares bearing various rights, in conformity to legal requirements.

Specifically, the Meeting may resolve upon the issuance of savings shares bearing the

features and rights provided for by prevailing laws and by these Articles of Association.

5. Resolutions carried for the issuance of new savings and/or ordinary shares at the

time of a capital increase or the conversion of shares of another class that have already

been issued, do not require the approval of a Special Meeting of Savings Shareholders.

6. The Special Meeting of Shareholders may resolve upon the allocation of earnings to

the employees of the Bank or subsidiaries, in conformity to prevailing laws."


"1. The Board of Directors, in exercising the power assigned to it pursuant to the

provisions of Article 2443 of the Italian Civil Code by the Special Meeting of

Shareholders held on 6 May 2002, decided, on 25 July 2002, to increase the Bank’s

share capital up to a maximum nominal amount of Euro 17,500,000, equating to a

maximum number of 35,000,000 ordinary shares bearing a nominal value of Euro 0.50

each, to service the exercising of the equivalent number of stock rights reserved for

the Executive Staff of UniCredit S.p.A., as well as other Group banks and companies

identified by the Board of Directors, subscribing to the “Growth in Group Value -

Global Action Plan” resolved upon by the Board itself on 11 March 2002, 19,317,852

rights were exercised, against which a total of 19,317,852 ordinary shares were

subscribed for and issued. The aforementioned rights can be exercised until 2011

according to the criteria and in the periods identified by the Board of Directors.

2. In partial exercise of powers conferred by the Extraordinary Shareholders’ Meeting

held on May 4th 2004 pursuant to Article 2443 of the Italian Civil Code, the Board of

Directors passed a resolution on July 22nd 2004 to increase capital by a maximum

amount of Euro 7,284,350 corresponding to a maximum number of 14,568,700 ordinary

shares of Euro 0.50 each, passing another resolution on November 18th 2005 to increase

capital by a maximum amount of Euro 20,815,000 corresponding to a maximum number

of 41,630,000 ordinary shares of Euro 0.50 each, to be used to exercise a corresponding

number of subscription rights reserved for the Executive Personnel of UniCredit S.p.A.

and the other Group Banks and Companies who hold positions which are significant in

terms of achieving the overall objectives of the Group, and passing another resolution

on December 15th 2005 to increase capital by a maximum amount of Euro 750,000

corresponding to a maximum number of 1,500,000 ordinary shares of Euro 0.50 each.

7

The aforementioned rights can be exercised from 2008 until 2017 according to the

criteria and in the periods identified by the Board of Directors.

3. The Board of Directors, in partial exercise of the powers received as per Article 2443

of the Italian Civil Code from the Extraordinary Shareholders’ Meeting of May 12th

2006, has resolved, on June 13th 2006 to increase the share capital of a maximum

nominal amount of Euro 14,602,350 corresponding to a maximum number of 29,204,700

ordinary shares having a value of Euro 0.50 each, on July 1st 2006 to increase the share

capital of a maximum nominal amount of Euro 45,150 corresponding to a maximum

number of 90,300 ordinary shares having a value of Euro 0.50 each, at the service of

the exercise of a corresponding number of subscription rights to be granted to the

Management of UniCredit S.p.A, as well as of the other Banks and companies of the

Group, who hold positions considered highly relevant for the attainment of the overall

Group targets. The aforementioned rights can be exercised from 2010 until 2019

according to the criteria and in the periods identified by the Board of Directors.

4. The Board of Directors, in partial exercise of the powers received, as per Article

2443 of the Italian Civil Code, from the Extraordinary Shareholders’ Meeting of May

10th 2007, has resolved on June 12th 2007 to increase the share capital of a maximum

nominal amount of Euro 14,904,711.50 corresponding to a maximum number of

29,809,423 ordinary shares with a value of Euro 0.50 each, at the service of the

exercise of a corresponding number of subscription rights to be granted to the

Management of UniCredit S.p.A., as well as of the other Banks and companies of the

Group, who hold positions considered highly relevant for the attainment of the overall

Group targets. The aforementioned rights can be exercised from 2011 until 2017

according to the criteria and in the periods identified by the Board of Directors

5. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital

increase, with the exclusion of the shareholders’ options rights under Article 2441,

paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro

9,060,380, to be effected through the issue of up to a maximum 18,120,760 ordinary

shares with a par value of Euro 0.50 each, to service the 16,179,250 “Subscription

Rights UniCredit S.p.A. 2007-2011 – Ex Capitalia Warrants 2005” assigned in exchange

for an equal number of Warrants issued pursuant to the “Stock Incentive Plan 2005 in

favour of Capitalia Group’s employees” formerly allocated, free of charged, to

Capitalia Group’s employees pursuant to the resolution adopted by the Capitalia

S.p.A.’s Extraordinary Shareholders meeting of 4 April 2005. Each option may be

exercised within and no later than 31 December 2011 pursuant to the relevant Terms

and Conditions approved by the above mentioned Extraordinary Shareholders’ Meeting.

535,000 rights were exercised, against which a total of 599,200 ordinary shares were

subscribed for and issued.

8

6. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital

increase, with the exclusion of the shareholders’ options rights under Article 2441,

paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro

3,839,922, to be effected through the issue of up to a maximum 7,679,844 ordinary

shares with a par value of Euro 0.50 each, to service the 6,857,004 “Subscription Rights

UniCredit S.p.A. 2007-2011 – Ex FinecoGroup Warrants 2005” assigned in exchange for

an equal number of Warrants formerly allocated, free of charged, to Fineco Group’s

employees and Fineco Bank’s private bankers pursuant to the resolution adopted by the

Capitalia S.p.A.’s Extraordinary Shareholders Meeting of 28 November 2005. Each

subscription right may be exercised within and no later than 31 December 2011

pursuant to the relevant Terms and Conditions approved by the above mentioned

Extraordinary Shareholders’ Meeting. 473,084 rights were exercised, against which a

total of 529,842 ordinary shares were subscribed for and issued.


2443 of the Italian Civil Code, from the Extraordinary Shareholders’ Meeting of May 8th

2008, resolved on June 25th 2008 to increase the share capital of a maximum nominal

amount of Euro 39,097,923 corresponding to a maximum number of 78,195,846 ordinary

shares with a value of Euro 0.50 each, at the service of the exercise of a corresponding

number of subscription rights to be granted to the Management of UniCredit S.p.A., as

well as of the other Banks and companies of the Group, who hold positions considered

highly relevant for the attainment of the overall Group targets. The aforementioned

rights can be exercised from 2012 until 2018 according to the criteria and within the

periods identified by the Board of Directors.

8. Capital increases resolved under the compensation policy, as provided for by the

paragraphs above, are increased by an additional amount of no more than Euro

3,645,855.50 corresponding to no more than 7,291,711 ordinary share following the

application of the AIAF adjustment factors as a consequence of the capital transactions

executed by UniCredit.


2443 of the Italian Civil Code, from the Extraordinary Shareholders’ Meeting of April

22nd 2010, resolved on March 22nd 2011, to increase the share capital of a maximum

nominal amount of Euro 42,114,682 corresponding to a maximum number of 84,229,364

ordinary shares with a value of Euro 0.50 each, at the service of the exercise of a

corresponding number of subscription rights to be granted to the Management of

UniCredit S.p.A., as well as of the other Banks and Companies of the Group, who hold

positions considered highly relevant for the attainment of the overall Group targets.

The aforementioned rights can be exercised as of the year following the 3 year

performance period (2011-2013) and until 2020 according to the criteria and within the

periods identified by the Board of Directors.

9

10. The Board of Directors has the power, under the provisions of Article 2443 of the

Italian Civil Code, to resolve, on one or more occasions for a maximum period of five

years starting from the shareholders' resolution dated 12th May 2006, to carry out a

free capital increase, as allowed by Article 2349 of the Italian Civil Code, for a

maximum nominal amount of Euro 6,500,000 corresponding to up to 13,000,000

ordinary shares of par value Euro 0.50 each, to be granted to Management of UniCredit

and of Group banks and companies.

11. The Board of Directors has the right, in accordance with Article 2443 of the Italian

Civil Code, to resolve - once or more times and for a period of maximum 5 years from

the date of the Extraordinary Shareholders Meeting resolution taken on 10th May 2007

- to increase the registered capital for cash in accordance with Article 2441,

paragraphs 1, 2 and 3 of the Italian Civil Code, for a total amount of nominal Euro

525,000,000 corresponding to up to 1,050,000,000 ordinary shares in UniCredit of par

value Euro 0.50 each, to be used for potential acquisition transactions by UniCredit.



years starting from the shareholders' resolution dated 10th May 2007, to carry out a



ordinary shares of par value Euro 0.50 each, to be granted to Management of UniCredit

and of Group banks and companies.



years starting from the shareholders' resolution dated 8th May 2008, to carry out a free

capital increase, as allowed by Article 2349 of the Italian Civil Code, for a maximum

nominal amount of Euro 12,439,750 corresponding to up to 24,879,500 ordinary shares

of par value Euro 0.50 each, to be granted to the Personnel of UniCredit and of Group

banks and companies.


Italian Civil Code, to resolve - including on one or more occasions for a maximum

period of one year starting from the shareholders' resolution dated 22nd April 2010 - to

increase share capital with the exclusion of rights, as allowed by Article 2441.8 of the

Italian Civil Code, to service the exercise of options issued by the Board of Directors to

subscribe to a maximum number of 128,000,000 ordinary shares, corresponding to a

maximum nominal amount of Euro 64,000,000, to be reserved for the Personnel of

UniCredit S.p.A. and of Group banks and companies who hold positions of particular

importance for the purposes of achieving the Group's overall objectives.



10

years starting from the shareholders' resolution dated 22nd April 2010, to carry out a



ordinary shares of par value Euro 0.50 each, to be granted to employees of UniCredit

S.p.A. and of Group banks and companies.

16. Once the time periods for the capital increases resolved on through

incentive/compensation plans have expired, the share capital shall be deemed to have

increased by the amount subscribed as of the respective dates indicated therein."


” 1. Savings shares do not bear any voting rights. Any reduction of share capital due to

losses does not reduce the nominal value of savings shares, other than by the portion of

any loss exceeding the global nominal value of other shares; in the event of the Bank

being wound up, savings shares enjoy the right of pre-emption in respect of the

redemption of capital, for their full nominal value. In the event of reserves being

distributed, savings shares bear the same rights as other shares.

2. A resolution of the Special Meeting of Shareholders may vest the holders of savings

shares with the ability to convert said shares into ordinary shares in accordance with

the procedures and by the deadlines determined.

3. Whenever the Bank’s ordinary shares or savings shares are barred from trading, the

holder of savings shares may ask for its shares to be converted into ordinary shares, in

accordance with the procedures resolved upon by the Special Meeting of Shareholders,

convened as and when the need arises within two months from shares being barred

from trading.

4. Savings shares, when fully paid-up, are bearer shares, unless provided for otherwise

by law. At the request and expense of the Shareholder, they may be transformed into

registered savings shares and vice versa.

5. Pursuant to the current law provisions a Common Representative of the saving

shares bearers is appointed. The Common Representative shall remain in office for a

period of no more than three financial years and may be re-elected. The Common

Representative is entitled to join and take the floor in the Shareholders’ Meetings.

6. In order to ensure that adequate information on transactions that may influence the

price of the saving shares are received by the Common Representative, the latter shall

be duly informed in this regard in compliance with the time limits and procedures for

disclosing information to the market."

• amendment of paragraphs 1 and 3 of Clause 8 with the following new text:

11

"1. A General Meeting of Shareholders is convened at least one a year within 180 days

of the end of the financial year in order to resolve upon the issues that the prevailing

laws and the Articles of Association make it responsible for.

3. A Special Meeting of Shareholders is convened whenever it is necessary to resolve

upon any of the matters that are exclusively attributed to it by the prevailing laws."

• addition of a new paragraph 2 to Clause 9 with the following new text:

“2. If the notice of Meeting so states, then holders of voting rights can participate in

the Meeting of Shareholders remotely and exercise their voting rights using electronic

means, in accordance with the conditions established in the notice. "


"1. The Meeting is convened in accordance with legal requirements via a notice

published on the Company’s web site and through other channels provided for under

prevailing laws and regulatory provisions."

• amendment of paragraph 1 of Cause 11 with the following new text:

"1. The Agenda of the Meeting is established in accordance with legal requirements and

these Articles of Association by whoever exercises the power to call a meeting."

• insertion of a new Clause 12 using the following new text, with the consequent

renumbering of the following clauses up to the current Clause 16:

"1. Meetings of shareholders can be held in more than one call in accordance with the

provisions of law. The Board of Directors can establish that the Meeting of

Shareholders be held in a single call and, in such a case, the majorities established by

the prevailing laws shall be adopted."

• amendment of paragraph 1 of the current Clause 12 (to be renumbered as

Clause 13), with the following new text:

"1. The Meeting may be attended by those who hold voting rights for whom notification

has been received by the Company from the broker holding the relevant shareholder

accounts within the time period established under prevailing laws."

• amendment of paragraphs 1 and 2 of the current Clause 13 (to be renumbered

as Clause 14), with the following new text:

"1. Those entitled to attend the Meeting may arrange to be represented, in accordance

with the provisions of prevailing legislation.

2. The delegation of voting rights may be notified also through an electronic

communication to a specific section of the Company’s web site, as provided for by the

notice of the Meeting or alternately through other methods as may be provided for

under legal and regulatory provisions in force."

12

• amendment of paragraph 1 of the current Clause 14 (to be renumbered as

Clause 15), with the following new text:

"1. Every ordinary share entitles its holder to one vote, the provisions of Clause 5

excepted."

• amendment of paragraphs 1 and 2 of the current Clause 15 (to be renumbered

as Clause 16), with the following new text:

"1. The Meeting is chaired by the Chairman of the Board of Directors or, where he is

absent or impeded, by the Deputy Chairman or, where more than one Deputy Chairman

has been appointed, by the Stand-in Chairman or, where the latter is absent or

impeded, by the older Deputy Chairman. Where both the Chairman and all the Deputy

Chairmen are absent or impeded, the Meeting is chaired by a Director or by a

Shareholder designated by those in attendance. The person chairing the Meeting is

assisted by a Secretary designated by the majority of those holding voting rights. The

assistance of a Secretary is not required when the minutes of the Meeting is drawn up

by a notary assigned by the Chairman.

2. The Chairman of the Meeting has full powers to regulate activities and discussions,

in conformity to the criteria and procedures established by prevailing laws and

foreseen in the Regulations for Shareholders’ Meetings."

• amendment of paragraph 1, with the following new text, and removal of

paragraph 2 from the current Clause 16 (to be renumbered as Clause 17):

"1. In order for a Meeting along with the resolutions carried therein to be valid, the

relevant legal provisions are to be duly observed, except for what is provided for in

Clause 5."

• removal of the current Clause 17


"1. The minutes of Meetings are prepared and signed by the Chairman of the Meeting

and the Secretary, when not prepared by a notary."


"1. The copies and extracts of minutes of Meetings of Shareholders, signed and

certified as valid and in conformity to requirements by the Chairman of the Board or

by whoever deputises for him, pursuant to Clause 21 of the Articles of Association, or

where the latter is/are absent or impeded by two Directors, constitute full evidence."


"3. In addition, at least three directors must meet the independence requirements

established for statutory auditors by Legislative Decree No. 58 of 24 February 1998 and

at least five directors must meet the additional independence requirements indicated

13

by the Code on Corporate Governance for Listed Companies issued by Borsa Italiana

S.p.A.. The independence requirements established by Legislative Decree No. 58 of 24

February 1998 and those specified by the Code on Corporate Governance for Listed

Companies issued by Borsa Italiana S.p.A. may be cumulative for the same person."

• removal of the actual paragraph 5 of Clause 20, with the consequent

renumbering of the following paragraphs;

• amendment of the new paragraphs 5, 6, 7, 8, 10 and 11 of Clause 20, as

renumbered following the removal of the current paragraph 5, with the

following new text:

"5. In particular, directors are appointed by the Meeting on the basis of lists submitted

by shareholders in which candidates must be listed using a progressive number.

6. In order to be valid, the lists submitted by legitimate parties must be filed at the

Registered Office or the Head Office no later than the twenty-fifth day prior to the

date of the Meeting and be made available to the public at the Registered Office, on

the Company’s web site and through other channels provided for under prevailing laws

at least twenty-one days prior to the date of the Meeting. Each legitimate party may

submit or contribute to the submission of only one list, and similarly, each candidate

may only be included on one list, on penalty of ineligibility. Only those legitimate

parties who individually or collectively with others represent at least 0.5% of share

capital in the form of ordinary shares with voting rights at ordinary Meetings are

entitled to submit lists.

7. The ownership of the minimum number of shares required for filing lists is

calculated with regard to the shares registered to each individual shareholder, or to

multiple shareholders combined, on the day on which the lists are submitted to the

Company. Ownership of the number of shares necessary for filing lists must be proven

pursuant to the prevailing laws; such proof can even be submitted to the Company

during or after the time when the lists are filed provided that this occurs prior to the

deadline for when the Company must make the lists public.

8. By the deadline indicated above, legitimate parties who filed lists must file the

following together with each list:

- the information on those who filed lists with information on the total percentage of

equity investment held;

- information on the personal and professional characteristics of the candidates

indicated on the list;

- a statement whereby the individual candidates irrevocably accept the position

(subject to their appointment) and attest, under their responsibility, that there are no

14

reasons for their ineligibility or incompatibility, and that they meet the experience

and integrity requirements provided for by current regulatory and other provisions;

- a statement that the independence requirements dictated by these Articles of

Association have been met.

Any list that does not meet the above requirements shall be deemed to have not been

filed.

10. The election of Members of the Board of Directors shall proceed as follows:

a) from the list obtaining the majority of votes cast shall be taken -in the consecutive

order in which they are shown on the list – as much directors as to be appointed,

decreased of one director – if the Board of Directors consists in a number lower or

equal to 20 members – or decreased of two directors - if the Board of Directors consists

in a number higher than 20 members. The remaining directors shall be taken - in the

consecutive order in which they are shown on the list – from the minority list receiving

the highest votes;

b) if the majority list doesn’t reach a sufficient number of candidates for the election

of the number of directors to be appointed – following the mechanism pointed out

under the previous lett. a) – all the candidates from the majority list shall be

appointed and the remaining directors shall be taken from the minority list receiving

the highest votes, in the consecutive order in which they are shown on the such list. If

the minority list receiving the highest votes doesn’t reach a sufficient number of

candidates for the election of the number of directors to be appointed – following the

previous mechanism - the remaining directors shall be taken in succession from the

further minorities lists receiving the highest votes, always in the order in which they

are shown on the lists;

c) if the number of candidates included on the majority as well as minorities lists

submitted is less than the number of the directors to be elected, the remaining

directors shall be elected by a resolution passed by the Meeting by a relative majority.

If there is a tie vote between several candidates, a run-off will be held between these

candidates by means of another vote at the Meeting;

d) if in accordance with the deadlines and procedures specified in the above paragraphs

only one list or no list is filed, the Meeting shall deliberate in accordance with the

procedures set forth in item c) above;

e) if the criterion set forth in this paragraph is followed and the minimum necessary

number of independent directors is not elected, the directors who have in each list the

highest consecutive number and do not meet the requirements in question shall be

replaced by the subsequent candidates, who meet the necessary requirements, taken

from the same list. If the replacement of the directors who do not meet the

requirements in question with the subsequent candidates taken from the same list is

15

not possible, they shall be replaced by the candidates who meet the necessary

requirements taken in succession from minorities lists receiving the highest votes, in

the order in which they are shown on the lists.

11. In the event of a director dying, leaving office or failing to hold it for any other

reason or where his term in office is lapse or losing for any other reason the experience

or integrity requirements, the Board of Directors can take steps to co-opt a director,

taking into proper account the right of minority interests to be represented. Should for

any reason the number of independent directors fall below the level established in

these Articles of Association, the Board of Directors shall make a replacement

according to the criteria established in the above paragraph 10, lett. e)."

• addition of a new paragraph 12 to Clause 20 with the following new text:

"12. For the appointment of directors that need to be added to the Board of Directors,

resolutions of the Meeting of Shareholders shall be by relative majority."

• amendment of paragraphs 2, 4, 5, 6 and 7 of Clause 21 with the following new

text and the removal of the current paragraph 8 of Clause 21, with the

consequent renumbering as paragraph 8 of the current paragraph 9

"2. The Board of Directors may appoint one Managing Director, while also determining

his/her duties and powers, and may bestow special duties and powers upon other Board

members.

4. The powers granted by the Board of Directors to the Managing Director can be

further delegated to members of the Head Office, once again with the power to

delegate further.

5. The Board of Directors can appoint one or more General Managers and/or one or

more Deputy General Managers, establishing their roles and areas of competence.

Should a Managing Director not have been appointed, the Board of Directors shall

appoint a sole General Manager, and can appoint one or more Deputy General

Managers, establishing their roles and areas of competence.

6. The General Managers report to the Managing Director, where appointed, in the

exercise of the duties, executing the management directives from the Managing

Director and, if so requested by the Managing Director, overseeing the execution of

resolutions taken by the Board of Directors, with the assistance of the members of

Head Office.

7. General Managers and Deputy General Managers can delegate the powers granted to

them, with the power to delegate further."

• addition of a new paragraph 9 in Clause 21 with the following new text:

16

“9. The empowered parties shall report to the Board of Directors on the conduct of

their activities, with the modalities and terms set by the Board, in accordance with

law.”

• amendment of paragraphs 2, 3 and 4 of Clause 22 with the following new text:

"2. Whenever the Chairman of the Board of Directors deems it opportune, meetings of

the Board of Directors may be held by using means of telecommunication, providing

that each of the attendees may be identified by all the others and that each of the

attendees is in a position to intervene real time during the discussion of the topics

being examined, as well as receive, transmit and view documents. Once the fulfilment

of these prerequisites has been verified, the meeting of the Board of Directors is

considered held in the place where it was convened

3. The Board is convened by the Chairman or by whoever replaces him and may also be

convened using electronic means.

4. The Chairman and Managing Director, where appointed, may invite staff from

UniCredit S.p.A. and/or Companies in the UniCredit Group to attend Board meetings."

• amendment of paragraphs 1, 2 and 3 of Clause 23 with the following new text:

"1. The Board of Directors is vested with all powers necessary for the running of the

Bank, except for those powers reserved for Meetings of Shareholders by law and by the

Articles of Association.

2. In compliance with applicable laws and the Company’s Articles of Association, the

Board of Directors adopt rules concerning its functioning and attributions.

3. In addition to those duties and powers that may not be not delegated according to

the law, the Board of Directors is exclusively responsible for carrying resolutions

regarding the following:

- the general guiding of, as well as the adoption and amendment of, the Bank’s

industrial, strategic and financial plans;

- assessing the general trend of business;

- adjustments made to the Articles of Association to comply with legal requirements;

- the merger by incorporation of companies in the situations foreseen by Article 2505

and 2505 (ii) of the Italian Civil Code;

- the demerger of companies in the situations foreseen by Article 2506 (iii) of the

Italian Civil Code;

- the reduction of capital in the event of a shareholder withdrawing;

- decisions as to which Directors, in addition to those indicated in these Articles of

Association, may represent the Bank;

17

- the determination of criteria for the coordination and management of Group

companies and the determination of criteria for compliance with Bank of Italy

requirements;

- risk management policies, as well as the evaluation of the functionality, efficiency

and effectiveness of the internal audit system and the adequacy of the organisational,

administrative and accounting set-up;

- the acquisition and sale of shareholdings, companies and/or businesses involving

investments or divestments that exceed 5% of equity, as recorded in the last set of

accounts approved by the Bank, and in any event the acquisition and sale of

shareholdings that modify the composition of the Banking Group not included in the

industrial, strategic and financial plans already approved by the Board of Directors,

whilst the provisions of Article 2361, second paragraph, of the Italian Civil Code

continue to be duly observed;

- the resolutions concerning organization structures of the company and the related

internal rules and regulations that shall be considered relevant, following the criteria

established by the Board of Directors;

- the establishment of board committees;

- the creation and closing down of secondary offices, branches, however named, and

representative offices;

- the appointment and revocation of General Managers, Deputy General Managers and

other Directors holding strategic responsibilities for the Bank;

- the appointment and revocation of the head of the internal audit function and the

head of the compliance function."

• amendment of paragraph 2 of Clause 24 with the following new text and

removal of the current paragraphs 3, 4 and 5 of Clause 24:

"2. The resolutions of the Board are adopted with the majority of the votes of those

who have expressed their votes, with the exclusion of those who abstained; in case of

equality of votes the Chairman will have a casting vote."


"2. Copies of the minutes, signed and certified as valid and in conformity to

requirements by the Chairman of the Board or by whoever deputises for him, or by the

Secretary, constitute full evidence."


"2. The way in which the emoluments payable to the Board of Directors (as resolved

upon by the Meeting) are distributed is established by way of a Board resolution. The

Board of Directors may also, after hearing the opinions of the Statutory Board of

18

Auditors, establish the remuneration of the directors holding the specific roles

provided for by Article 2389, third paragraph, of the Italian Civil Code."

• amendment of paragraph 1 of Clause 27 with the following new text and

removal of the current paragraph 3 of Clause 27 (with the consequent

renumbering of the current paragraphs 4, 5 and 6)

"1. The Head Office is composed by General Managers, Deputy General Managers, other

Directors holding strategic responsibilities for the Bank, employees assigned to the

Head Office and seconded subjects."

• amendment of the new paragraphs 3, 4, and 5 of Clause 27, as renumbered

following the removal of the current paragraph 3, with the following new text:

"3. The Managing Directors, the General Managers, the Deputy General Managers and

the other Directors holding strategic responsibilities for the Bank are directly vested,

without any further specific powers needing to be delegated, with the abilities, that

can be exercised separately, to resolve the following decisions:

a) to promote and support legal and administrative actions, arbitration, appeasement

and mediation proceedings, at any level of the law, including, for example, the

exercising, remission and waiver of the right to proceed with a lawsuit, as well as the

institution and the revocation of a civil action and to represent the Bank within every

place of judicial, administrative, arbitration and appeasement proceedings, before any

authority and in any state, and at any level of the law, including therefore in cassation

and revocation proceedings and before the State Council, with the ability to do the

interrogation due pursuant to the law, to appease, to reach agreements and to settle

by compromise in arbitration proceedings, which may include friendly settlement

arrangements as well as to waive acts and actions;

b) to enable, possibly through the use of special agents, mortgages and liens to be

registered, subrogated, reduced, postponed and cancelled, as well as to effect and

cancel registrations and records of any kind, regardless of whether or not the loans to

which these registrations, records and entries refer have been paid;

c) to effect any transaction whatsoever, including the collection and withdrawal of

securities and other instruments, with any company or body, with the Bank of Italy,

Bank for Deposits and Loans, the Public Debt Agency, and, in any event, any office of

the Public Administration, with no exclusion, State-owned organisations, enterprises

and companies or public bodies, and, furthermore, to carry out every measure

pertaining to these transactions;

d) to issue special mandates for the execution of single actions and operations or

specific types of actions and operations and powers of attorney for litigation

proceedings, as well as to appoint technical consultants and arbiters, assigning to them

the appropriate powers and authorities;

19

e) to vest employees or third parties, including individually, with the ability to

represent the Bank, as shareholder or as the delegate of minority interests, at the

General or Special Meetings of Shareholders of Italian or foreign companies, in

conformity to prevailing laws.

The empowered parties mentioned in this paragraph may delegate the above

mentioned powers to the employees assigned to the Head Office or to the seconded

subjects.

4. The Board of Directors has the ability to establish organisational structures and/or

decision-making units of the Head Office, such as regional management offices,

situated locally, to which the Managing Director or – where not appointed – the General

Manager may delegate (availing itself of the Head Office if necessary) duties, powers

and authorities, in addition to those indicated in Clause 28, for the management of

branches, however named, determining the procedures by which they are to be

exercised.

5. The Managing Director or – where not appointed – the General Manager may delegate

to the Management Teams of branches, however named (availing themselves of the

Head Office and the structures referred to in the previous paragraph if necessary)

duties, powers and authorities, in addition to those indicated in Clause 28, for the

management of branches, determining the procedures by which they are to be

exercised."


"1. The Management Team entrusted with the management of a branch, however

named, solely for such management, is vested with the all the powers needed in order

for ordinary transactions to be effected, said powers including the abilities referred to

in points a) b) c) and d) of Clause 27 above and to be exercised, without the need for

the specific granting of powers, by adopting the procedures set out in Clause 29

below."

• amendment of paragraphs 2, 3 and 4 of Clause 29 with the following new text

"2. Procedural representation comprises, for example, the ability to initiate and

support any action and measure to protect the Bank’s rights and interests, which may

involve applying for warnings, precautionary measures and emergency actions, and

exercising enforceable actions, the exercising, remission and waiver of the right to

proceed with a lawsuit, as well as the institution and the revocation of a civil action,

within every place of judicial, administrative, arbitration and appeasement

proceedings, before any authority and in any state, and at any level of the law, with

all the powers needed for such purposes, including the power to confer the necessary

relative powers of attorney for litigation proceedings, including general ones, to do the

interrogation due pursuant to the law, and with every ability foreseen by law to

20

appease, to reach agreements and to settle by compromise in arbitration proceedings,

which may include friendly settlement arrangements as well as to waive acts and

actions.

3. The following persons also have the ability to sign, pursuant to the preceding

paragraphs, including for procedural representation, in the name of UniCredit S.p.A.:

a) for the Head Office and for all secondary offices, branches, however named, and

representative offices: the Directors with strategic responsibilities for the Bank if

different from those representatives indicated in paragraph 1 and the other parties,

included seconded persons, to whom this power has been granted;

b) for the Head Office Unit only: Managers and grade 2, 3 and 4 Assistant Managers

assigned to the Head Office, as well as seconded subjects vested with this ability;

c) for individual secondary offices, branches, however named, and representative

offices: Managers and grade 2, 3 and 4 Assistant Managers assigned to them, as well as

seconded subjects vested with this ability.

In order to be binding, documents issued for the Bank by representatives who have

been authorised pursuant to the provisions of this paragraph must be signed jointly by

two of the persons indicated, with the restriction however that grade 2 and 3 Assistant

Managers may only sign with a grade 4 Assistant Manager or a Manager.

4. In order to facilitate the smooth running of operations, the Board of Directors may

however authorise the signature of Company staff and persons on secondment to the

Company itself, including for procedural representation, jointly, but potentially

singularly, for the types of documents that shall be determined by the Board itself."

• amendment of paragraphs 1, 3, 4, 5, 6, 7, 8, 12, 16, 20 and 21 of Clause 30 with

the following new text:

"1. The General Meeting of Shareholders appoints five permanent Statutory Auditors,

from whom it also appoints the Chairman. Moreover it appoints two stand-in Statutory

Auditors.

3. Pursuant to the provisions of prevailing legislation, at least two permanent auditors

and one stand-in auditor must have been listed for at least three years in the Rolls of

Accountants and have undertaken the legal auditing of accounts for a period of no less

than three years. Any auditors who are not listed in the Rolls of Accountants must have

gained at least three years’ total experience:

a) undertaking professional activities as a business accountant or lawyer, undertaken

primarily in the banking, insurance and financial sectors;

b) teaching, at University level, subjects concerning - in the field of law – banking,

commercial and/or fiscal law, as well as the running of financial markets and – in the

field of business/finance – banking operations, business economics, accountancy, the

21

running of the securities markets, the running of the financial and international

markets and corporate finance;

c) performing managerial/executive duties within public organisations or offices of the

Public Administration, as well as in the credit, financial or insurance sector, and the

investment services sector and collective investment-management sector, both of

which are defined in Legislative Decree no. 58 of 24 February 1998.

4. Permanent and stand-in members of the Statutory Board of Auditors are appointed

in keeping with lists in which candidates are listed by being given a progressive

number; at least the first two candidates from each list for the position of permanent

auditor and at least the first candidate from each list for the position of stand-in

auditor must be listed in the Rolls of Accountants. No candidate may appear in more

than one list, or shall otherwise be disqualified.

5. The lists presented by legitimate parties, bearing the names of the candidates and

who are to be listed with a progressive number, must be submitted to the Registered

Office or the Head Office no later than on the twenty-fifth day prior to the date of the

Meeting, and be made available to the public at the Registered Office, on the

Company’s web site and through other channels provided for under prevailing laws, at

least twenty-one days prior to the date of the Meeting, by sufficient legitimate parties

to represent, at the time the lists are presented, at least 0.5% of ordinary share capital

bearing voting rights for the General Meeting of Shareholders. Minority shareholders

who have no connecting relationship with the shareholders concerned shall continue to

have the option to take advantage of an extension in the deadline to present lists in

those instances and using those procedures specified by current regulatory and other

provisions.

6. The ownership of the minimum number of shares required for filing lists is

calculated with regard to the shares registered to each individual shareholder, or to

multiple shareholders combined, on the day on which the lists are submitted to the

Company. Ownership of the number of shares necessary for filing lists must be proven

in accordance with the prevailing laws; such proof can even be submitted to the

Company during or after the time when the lists are filed provided that this occurs

prior to the deadline for when the Company must make the lists public.

7. Along with the lists presented by legitimate parties, the latter must also submit the

following within the deadline indicated in paragraph 5 above:

- the information regarding those that presented the list, indicating the percentage of

the total equity investment held;

- complete information on the personal and professional characteristics of the

candidates indicated on the list;

22

- statements whereby the individual candidates irrevocably accept the position (subject

to their appointment) and attest, under their responsibility, that there are no reasons

for their ineligibility and incompatibility, and that they meet the experience, integrity

and independence requirements provided for by current regulatory and other

provisions and by these Articles of Association.

Any list that does not meet the above requirements shall be deemed to have not been

filed.

8. The lists for the appointment of members of the Statutory Board of Auditors are

split into two sub-lists, which contain respectively up to five candidates for the

position of permanent auditor and up to two candidates for the position of stand-in

auditor.

12. The candidate who has obtained the highest share of votes among the candidates

belonging to the list that obtained the highest number of votes among the minority

lists, as defined by the current provisions (also regulatory) in force, shall be elected by

the Shareholders’ Meeting as Chairman of the Board of Statutory Auditors. In case of a

tie between lists, the candidate from the list presented by the legitimate parties with

a larger stake or, subordinately, by the higher number of parties, shall be elected

Chairman of the Board of Statutory Auditors. In case of a further tie, the more senior

candidate in terms of age shall be appointed Chairman. If the Chairman has not been

elected on the basis of the above mentioned criteria, the Shareholders’ Meeting shall

appoint directly with relative majority.

16. If in accordance with the deadlines and procedures set forth in the previous

paragraphs only one list, or no list, has been presented, or the lists do not contain the

required number of candidates to be elected, the Meeting shall pass a resolution for

appointment or addition by relative majority. If there is a tie vote between several

candidates, a run-off election shall be held between them with a further vote of the

Meeting.

20. The Statutory Board of Auditors performs the roles and functions required of it by

the prevailing laws. In particular, it oversees compliance with laws, regulations and

articles of association, the proper management and the adequacy of the organisational

and accounting set-up of the Bank and of the risk management and control, as well as

the functionality of the total internal audit system, of the external auditing of the

accounts and the consolidated accounts, of the independence of the external audit firm

and on the information process regarding to financial data.

21. Statutory Auditors may assume administration and control positions within other

Companies within the limits established by regulatory and other provisions."


23

"3. The Meeting of Shareholders, further to a proposal from the Board of Directors,

may allocate a portion of the annual net profit to projects of a social, welfare and/or

cultural nature, with any such donations to be made as per the judgment of the Board

of Directors."

2. to grant the Chairman and the Chief Executive Officer, jointly and severally, with

the power to delegate further to the company's executives, any suitable power to

execute, in accordance with applicable law, the resolutions above as well as to

undertake the necessary submission and registration, pursuant to the law, and do

anything else that should become necessary to implement these resolutions, with

explicit confirmation of approval and ratification;

3. to authorise the Chairman and the Chief Executive Officer, jointly and severally, to

register the Articles of Association as updated above with the Register of

Companies."

- 1 -

Overview of the proposed amendments to UniCredit's Articles of Association

CURRENT WORDING DRAFT AMENDMENT The paragraphs subject to change, not subject to a simple

movement, contained in this column, are highlighted in red

SECTION I

Establishment, registered office and duration of the Bank

SECTION I

Establishment, registered office and duration of the Bank

Clause 1

1. UniCredit, a limited company, formerly known as UniCredito Italiano, Credito Italiano and Banca di Genova prior to that, and established in Genoa by way of a private deed dated 28 April 1870, is a bank pursuant to the provisions of Legislative Decree no. 385 dated 1 September 1993.

Clause 1

1. UniCredit, a limited company, formerly known as UniCredito Italiano, Credito Italiano and Banca di Genova prior to that, and established in Genoa by way of a private deed dated 28 April 1870, is a bank pursuant to the provisions of Legislative Decree no. 385 dated 1 September 1993, also named in abbreviated form UniCredit S.p.A..

2. The Bank may use, as brands or distinguishing marks, the names and/or distinguishing marks used at various times by the Bank and/or the Companies incorporated into the Bank.

Clause 2

1. The registered office of the Bank is located in Rome while its Head Office is located in Milan. It may establish, both in Italy and abroad, branches, agencies, outlets and representative offices.

Clause 2

1. The registered office of the Bank is located in Rome while its Head Office is located in Milan. It may establish and close down, both in Italy and abroad, secondary offices, branches, however named, agencies, outlets and representative offices.

Clause 3

1. The duration of the Bank runs until 31 December 2050.

Clause 3

1. The duration of the Bank runs until 31 December 20502100.

SECTION II

Regarding the transactions of the Bank

SECTION II

Regarding the transactions of the Bank

Clause 4

1. The purpose of the Bank is to engage in deposit-taking and lending in its various forms, in Italy and abroad, operating wherever in accordance with prevailing norms and practice. It may execute, while complying with prevailing legal requirements, all permitted transactions and services of a banking and financial nature. In order to

Clause 4

- 2 -

achieve its corporate purpose as efficiently as possible, the Bank may engage in any activity that is instrumental or in any case related to the above.

2. The Bank, in compliance with current legal provisions, may issue bonds and acquire shareholdings in Italy and abroad.

3. The Bank, in its role of parent to the Banking Group UniCredit, pursuant to the provisions of Clause 61 of Legislative Decree no. 385 dated 1 September 1993, issues – in undertaking its management and co-ordination activities – instructions to other members of the Group in respect of the fulfilment of requirements laid down by the Bank of Italy in the interest of the Group’s stability.

Unchanged Text

SECTION III

Regarding share capital and shares

SECTION III

Regarding share capital and shares

Clause 5

1. The Bank’s share capital, fully subscribed and paid-up, amounts to Euro 9,649,245,346.50 and is divided into 19,298,490,693 shares of Euro 0.50 each, in turn made up of 19,274,251,710 ordinary shares and 24,238,983 savings shares.

Clause 5

1. The Bank’s share capital, fully subscribed and paid-up, amounts to Euro 9,649,245,346.50 and is divided into 19,298,490,693 shares of Euro 0.50 each, in turn made up of 19,274,251,710 ordinary shares and 24,238,983 savings shares.


3. No one entitled to vote may vote, for any reason whatsoever, for a number of Bank shares exceeding five per cent of share capital bearing voting rights, to this end, the global stake held by the controlling party, (be it a private individual, legal entity or company), all direct and indirect subsidiaries and affiliates has been taken into consideration; those shareholdings included in the portfolios of mutual funds managed by subsidiaries or affiliates have not, on the other hand, been taken into consideration. Control, including with regard to parties other than companies, emerges in the situations provided for by Clause Article 2359, first and second paragraph, of the Italian Civil Code. Control whereby significant influence is exercised is regarded to be present in the situations provided for by Clause 23, second paragraph, of Legislative Decree no. 385 dated 1 September 1993 (Consolidation Act for Laws Relating to Banking and Lending Activities). An affiliation emerges in the situations referred to in Clause Article 2359, third paragraph, of the Italian Civil Code, for the purposes of computing the stake held, those shares held through custodian companies and/or intermediaries and/or those shares whose voting rights are assigned for any purpose or reason to a party other than their owner, are also taken

- 3 -

2. The Board of Directors, in exercising the power assigned to it pursuant to the provisions of Clause 2443 of the Italian Civil Code by the Special Meeting of Shareholders held on 2 May 2000 and that assigned to it by the Special Meeting of Shareholders held on 5 May 2001, decided, on 23 May 2000, to increase the Bank’s share capital up to a maximum nominal amount of Euro 9,317,500, equating to a maximum number of 18,635,000 ordinary shares bearing a nominal value of Euro 0.50 each and, on 28 March 2001, to increase share capital up to a maximum nominal amount of Euro 15,682,500, equating to a maximum number of 31,365,000 ordinary shares bearing a nominal value of Euro 0.50 each, to service the exercising of the equivalent number of stock rights reserved for the Executive Staff of UniCredit S.p.A. and federated banks, as well as other Group companies identified by the Board of Directors, subscribing to the “Growth in Group Value - Global Action Plan” resolved upon by the Board itself, of the rights issued pursuant to the resolution passed on May 23rd 2000, a total of 10.059.765 were exercised, against which 10.059.765 ordinary shares were subscribed for and issued; of the rights issued pursuant to the resolution passed on March 28th 2001, a total of 13.407.080 were exercised against which 13.407.080 ordinary shares were

into consideration. In the event of the above provisions being breached, any shareholders resolution carried may be impugned pursuant to the provisions of Clause Article 2377 of the Italian Civil Code, where the majority required would not have been reached without this breach. Those shares whose voting rights may not be exercised are in any event computed in order for the Meeting to be properly formed.

4. Share capital may be increased by way of a shareholders’ resolution, through the issuance of shares bearing various rights, in conformity to legal requirements. Specifically, the Meeting may resolve upon the issuance of savings shares bearing the features and rights provided for by prevailing laws and by these Articles of Association.

5. Resolutions carried for the issuance of new savings and/or ordinary shares at the time of a capital increase or the conversion of shares of another class that have already been issued, do not require the approval of a Special Meeting of Savings Shareholders.

6. The Special Meeting of Shareholders may resolve upon the allocation of earnings to the employees of the Bank or subsidiaries, in conformity to prevailing laws.

Clause 6

2. The Board of Directors, in exercising the power assigned to it pursuant to the provisions of Clause 2443 of the Italian Civil Code by the Special Meeting of Shareholders held on 2 May 2000 and that assigned to it by the Special Meeting of Shareholders held on 5 May 2001, decided, on 23 May 2000, to increase the Bank’s share capital up to a maximum nominal amount of Euro 9,317,500, equating to a maximum number of 18,635,000 ordinary shares bearing a nominal value of Euro 0.50 each and, on 28 March 2001, to increase share capital up to a maximum nominal amount of Euro 15,682,500, equating to a maximum number of 31,365,000 ordinary shares bearing a nominal value of Euro 0.50 each, to service the exercising of the equivalent number of stock rights reserved for the Executive Staff of UniCredit S.p.A. and federated banks, as well as other Group companies identified by the Board of Directors, subscribing to the “Growth in Group Value - Global Action Plan” resolved upon by the Board itself, of the rights issued pursuant to the resolution passed on May 23rd 2000, a total of 10.059.765 were exercised, against which 10.059.765 ordinary shares were subscribed for and issued; of the rights issued pursuant to the resolution passed on March 28th 2001, a total of 13.407.080 were exercised against which 13.407.080 ordinary shares were

- 4 -


3. The Board of Directors, in exercising the power assigned to it pursuant to the provisions of Clause 2443 of the Italian Civil Code by the Special Meeting of Shareholders held on 6 May 2002, decided, on 25 July 2002, to increase the Bank’s share capital up to a maximum nominal amount of Euro 17,500,000, equating to a maximum number of 35,000,000 ordinary shares bearing a nominal value of Euro 0.50 each, to service the exercising of the equivalent number of stock rights reserved for the Executive Staff of UniCredit S.p.A., as well as other Group banks and companies identified by the Board of Directors, subscribing to the “Growth in Group Value - Global Action Plan” resolved upon by the Board itself on 11 March 2002, 19.317.852 rights were exercised, against which a total of 19.317.852 ordinary shares were subscribed for and issued.

4. The Special Meeting of Shareholders held on 6 May 2002 carried a resolution, agreeing to increase share capital, with the exclusion of the option right pursuant to the provisions of the Clause 2441, paragraph 8, of the Italian Civil Code, by a maximum nominal amount of Euro 2,516,676, equating to a maximum number of 5,033,352 ordinary shares bearing a nominal value of Euro 0.50 each, to service 585,899 “Stock Rights UniCredito Italiano S.p.A. 2001 – 2010 – Ex Stock Rights Rolo Banca 1473 S.p.A. 2001- 2005” and 738,667 “Stock Rights UniCredito Italiano S.p.A. 2002 – 2010 – Ex Stock Rights Rolo Banca 1473 S.p.A. 2002-2005” allotted to replace respectively, the same number of “Stock Rights for Rolo Banca 1473 S.p.A. 2001-2005” and “Stock Rights for Rolo Banca 1473 S.p.A. 2002-2005”, in turn allotted to members of the Executive Staff of Rolo Banca 1473 S.p.A. in compliance with the “Stock Option Plan for Top Management” adopted by the Board of Directors of same bank. Of the “2001-2010” rights, a total of 413.566 were exercised, against which a total of 1.571.549 ordinary shares were subscribed for and issued; of the “2002-2010” rights, a total of 571.067 were exercised, against which a total of 2.170.053 ordinary shares were subscribed for and issued.

5. In partial exercise of powers conferred by the Extraordinary Shareholders’ Meeting held on May 4th 2004 pursuant to Article 2443 of the Italian Civil Code, the Board of Directors passed a resolution on July 22nd 2004 to increase capital by a maximum amount of Euro 7,284,350 corresponding to a maximum number of


31. The Board of Directors, in exercising the power assigned to it pursuant to the provisions of Clause Article 2443 of the Italian Civil Code by the Special Meeting of Shareholders held on 6 May 2002, decided, on 25 July 2002, to increase the Bank’s share capital up to a maximum nominal amount of Euro 17,500,000, equating to a maximum number of 35,000,000 ordinary shares bearing a nominal value of Euro 0.50 each, to service the exercising of the equivalent number of stock rights reserved for the Executive Staff of UniCredit S.p.A., as well as other Group banks and companies identified by the Board of Directors, subscribing to the “Growth in Group Value - Global Action Plan” resolved upon by the Board itself on 11 March 2002, 19,.317,.852 rights were exercised, against which a total of 19,.317,.852 ordinary shares were subscribed for and issued. The aforementioned rights can be exercised until 2011 according to the criteria and in the periods identified by the Board of Directors.

4. The Special Meeting of Shareholders held on 6 May 2002 carried a resolution, agreeing to increase share capital, with the exclusion of the option right pursuant to the provisions of the Clause 2441, paragraph 8, of the Italian Civil Code, by a maximum nominal amount of Euro 2,516,676, equating to a maximum number of 5,033,352 ordinary shares bearing a nominal value of Euro 0.50 each, to service 585,899 “Stock Rights UniCredito Italiano S.p.A. 2001 – 2010 – Ex Stock Rights Rolo Banca 1473 S.p.A. 2001- 2005” and 738,667 “Stock Rights UniCredito Italiano S.p.A. 2002 – 2010 – Ex Stock Rights Rolo Banca 1473 S.p.A. 2002-2005” allotted to replace respectively, the same number of “Stock Rights for Rolo Banca 1473 S.p.A. 2001-2005” and “Stock Rights for Rolo Banca 1473 S.p.A. 2002-2005”, in turn allotted to members of the Executive Staff of Rolo Banca 1473 S.p.A. in compliance with the “Stock Option Plan for Top Management” adopted by the Board of Directors of same bank. Of the “2001-2010” rights, a total of 413.566 were exercised, against which a total of 1.571.549 ordinary shares were subscribed for and issued; of the “2002-2010” rights, a total of 571.067 were exercised, against which a total of 2.170.053 ordinary shares were subscribed for and issued.

52. In partial exercise of powers conferred by the Extraordinary Shareholders’ Meeting held on May 4th 2004 pursuant to Article 2443 of the Italian Civil Code, the Board of Directors passed a resolution on July 22nd 2004 to increase capital by a maximum amount of Euro 7,284,350 corresponding to a maximum number of

- 5 -

14,568,700 ordinary shares of Euro 0.50 each, passing another resolution on November 18th 2005 to increase capital by a maximum amount of Euro 20,815,000 corresponding to a maximum number of 41,630,000 ordinary shares of Euro 0.50 each, to be used to exercise a corresponding number of subscription rights reserved for the Executive Personnel of UniCredit S.p.A. and the other Group Banks and Companies who hold positions which are significant in terms of achieving the overall objectives of the Group, and passing another resolution on December 15th 2005 to increase capital by a maximum amount of Euro 750,000 corresponding to a maximum number of 1,500,000 ordinary shares of Euro 0.50 each.

6. The Board of Directors, in partial exercise of the powers received as per art. 2443 Civil Code from the Extraordinary Shareholders’ Meeting of May 12th 2006, has resolved, on June 13th 2006 to increase the share capital of a maximum nominal amount of Euro 14,602,350 corresponding to a maximum number of 29,204,700 ordinary shares having a value of Euro 0.50 each, on July 1st 2006 to increase the share capital of a maximum nominal amount of Euro 45,150 corresponding to a maximum number of 90,300 ordinary shares having a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A, as well as of the other Banks and companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets.

7. The Board of Directors, in partial exercise of the powers received, as per art. 2443 Civil Code, from the Extraordinary Shareholders’ Meeting of May 10th 2007, has resolved on June 12th 2007 to increase the share capital of a maximum nominal amount of Euro 14,904,711.50 corresponding to a maximum number of 29,809,423 ordinary shares with a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A., as well as of the other Banks and companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets.

14,568,700 ordinary shares of Euro 0.50 each, passing another resolution on November 18th 2005 to increase capital by a maximum amount of Euro 20,815,000 corresponding to a maximum number of 41,630,000 ordinary shares of Euro 0.50 each, to be used to exercise a corresponding number of subscription rights reserved for the Executive Personnel of UniCredit S.p.A. and the other Group Banks and Companies who hold positions which are significant in terms of achieving the overall objectives of the Group, and passing another resolution on December 15th 2005 to increase capital by a maximum amount of Euro 750,000 corresponding to a maximum number of 1,500,000 ordinary shares of Euro 0.50 each. The aforementioned rights can be exercised from 2008 until 2017 according to the criteria and in the periods identified by the Board of Directors.

63. The Board of Directors, in partial exercise of the powers received as per art. Article 2443 of the Italian Civil Code from the Extraordinary Shareholders’ Meeting of May 12th 2006, has resolved, on June 13th 2006 to increase the share capital of a maximum nominal amount of Euro 14,602,350 corresponding to a maximum number of 29,204,700 ordinary shares having a value of Euro 0.50 each, on July 1st 2006 to increase the share capital of a maximum nominal amount of Euro 45,150 corresponding to a maximum number of 90,300 ordinary shares having a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A, as well as of the other Banks and companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets. The aforementioned rights can be exercised from 2010 until 2019 according to the criteria and in the periods identified by the Board of Directors.

74. The Board of Directors, in partial exercise of the powers received, as per art. Article 2443 of the Italian Civil Code, from the Extraordinary Shareholders’ Meeting of May 10th 2007, has resolved on June 12th 2007 to increase the share capital of a maximum nominal amount of Euro 14,904,711.50 corresponding to a maximum number of 29,809,423 ordinary shares with a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A., as well as of the other Banks and companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets. The aforementioned rights can be exercised from 2011 until 2017 according to the criteria and in the periods

- 6 -

8. The Board of Directors, in partial exercise of the powers received, as per art. 2443 Civil Code, from the Extraordinary Shareholders’ Meeting of May 8th 2008, resolved on June 25th 2008 to increase the share capital of a maximum nominal amount of Euro 39,097,923 corresponding to a maximum number of 78,195,846 ordinary shares with a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A., as well as of the other Banks and companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets.

9. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital increase, with the exclusion of the shareholders’ options rights under art. 2441, paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro 1,561,140.00, to be effected through the issue of up to a maximum 3,122,280 ordinary shares with a par value of Euro 0.50 each, to service the 2,787,750 “Subscriptions Rights UniCredit S.p.A. 2007-2008 – Ex Capitalia Warrants 2002” assigned in exchange for an equal number of Warrants issued pursuant to the “Stock Incentive Plan 2002 in favour of Banca di Roma Group’s employees” formerly allocated, free of charged, to Capitalia Group’s employees pursuant to the resolution adopted by the Capitalia S.p.A.’s Extraordinary Shareholders meeting of 16 May 2002. The subscription rights may be exercised, as far as a first tranche of 94,750 rights is concerned, at a price equal to Euro 1.214 each and, as far as a second tranche of 2,693,000 rights is concerned, at a price equal to Euro 2.4743 each and each of them assigns the right to purchase 1.12 ordinary shares of the company within and no later than 10 October 2008 in accordance with the Terms and Conditions approved by the above mentioned Extraordinary Shareholders’ Meeting. Of the rights exercised at a price of Euro 1.214, a total of 94,750 were exercised, against which a total of 106,120 ordinary shares were subscribed for and issued; of the rights exercised at a price of Euro 2.4743, a total of 2.575.500 were exercised, against which a total of 2.884.557 ordinary shares were subscribed for and issued.

10. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital increase, with the exclusion of the shareholders’ options rights under art. 2441, paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro 9,060,380.00, to be effected through the issue of up to a maximum 18,120,760

identified by the Board of Directors.

8. The Board of Directors, in partial exercise of the powers received, as per art. 2443 Civil Code, from the Extraordinary Shareholders’ Meeting of May 8th 2008, resolved on June 25th 2008 to increase the share capital of a maximum nominal amount of Euro 39,097,923 corresponding to a maximum number of 78,195,846 ordinary shares with a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A., as well as of the other Banks and companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets.

9. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital increase, with the exclusion of the shareholders’ options rights under art. 2441, paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro 1,561,140.00, to be effected through the issue of up to a maximum 3,122,280 ordinary shares with a par value of Euro 0.50 each, to service the 2,787,750 “Subscriptions Rights UniCredit S.p.A. 2007-2008 – Ex Capitalia Warrants 2002” assigned in exchange for an equal number of Warrants issued pursuant to the “Stock Incentive Plan 2002 in favour of Banca di Roma Group’s employees” formerly allocated, free of charged, to Capitalia Group’s employees pursuant to the resolution adopted by the Capitalia S.p.A.’s Extraordinary Shareholders meeting of 16 May 2002. The subscription rights may be exercised, as far as a first tranche of 94,750 rights is concerned, at a price equal to Euro 1.214 each and, as far as a second tranche of 2,693,000 rights is concerned, at a price equal to Euro 2.4743 each and each of them assigns the right to purchase 1.12 ordinary shares of the company within and no later than 10 October 2008 in accordance with the Terms and Conditions approved by the above mentioned Extraordinary Shareholders’ Meeting. Of the rights exercised at a price of Euro 1.214, a total of 94,750 were exercised, against which a total of 106,120 ordinary shares were subscribed for and issued; of the rights exercised at a price of Euro 2.4743, a total of 2.575.500 were exercised, against which a total of 2.884.557 ordinary shares were subscribed for and issued.

105. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital increase, with the exclusion of the shareholders’ options rights under art. Article 2441, paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro 9,060,380.00, to be effected through the issue of up to a maximum

- 7 -

ordinary shares with a par value of Euro 0.50 each, to service the 16,179,250 “Subscription Rights UniCredit S.p.A. 2007-2011 – Ex Capitalia Warrants 2005” assigned in exchange for an equal number of Warrants issued pursuant to the “Stock Incentive Plan 2005 in favour of Capitalia Group’s employees” formerly allocated, free of charged, to Capitalia Group’s employees pursuant to the resolution adopted by the Capitalia S.p.A.’s Extraordinary Shareholders meeting of 4 April 2005. Each option may be exercised at a price equal to Euro 4.1599 and assigns the right to purchase 1.12 ordinary shares of the company, within and no later than 31 December 2011 pursuant to the relevant Terms and Conditions approved by the above mentioned Extraordinary Shareholders’ Meeting. 535.000 rights were exercised, against which a total of 599.200 ordinary shares were subscribed for and issued.

11. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital increase, with the exclusion of the shareholders’ options rights under art. 2441, paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro 186,438.00, to be effected through the issue of up to a maximum 372,876 ordinary shares with a par value of Euro 0.50 each, to service the 332,925 “Subscription Rights UniCredit S.p.A. 2007-2009 – Ex FinecoGroup Warrants 2003” assigned in exchange for an equal number of Warrants formerly allocated, free of charged, to Fineco Group’s employees and Fineco Bank’s private bankers pursuant to the resolution adopted by the Capitalia S.p.A.’s Extraordinary Shareholders meeting of 28 November 2005. Each subscription right may be exercised at a price equal to Euro 4.24 and assigns the right to purchase 1.12 ordinary shares of the company, within and no later than 31 December 2009 pursuant to the relevant Terms and Conditions approved by the above mentioned Extraordinary Shareholders’ Meeting. 57.250 rights were exercised, against which a total of 64.120 ordinary shares were subscribed for and issued.

12. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital increase, with the exclusion of the shareholders’ options rights under art. 2441, paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro 3,839,922.00, to be effected through the issue of up to a maximum 7,679,844 ordinary shares with a par value of Euro 0.50 each, to service the 6,857,004 “Subscription Rights UniCredit S.p.A. 2007-2011 – Ex FinecoGroup Warrants 2005” assigned in exchange for an equal number of Warrants formerly allocated, free of charged, to Fineco Group’s employees

18,120,760 ordinary shares with a par value of Euro 0.50 each, to service the 16,179,250 “Subscription Rights UniCredit S.p.A. 2007-2011 – Ex Capitalia Warrants 2005” assigned in exchange for an equal number of Warrants issued pursuant to the “Stock Incentive Plan 2005 in favour of Capitalia Group’s employees” formerly allocated, free of charged, to Capitalia Group’s employees pursuant to the resolution adopted by the Capitalia S.p.A.’s Extraordinary Shareholders meeting of 4 April 2005. Each option may be exercised at a price equal to Euro 4.1599 and assigns the right to purchase 1.12 ordinary shares of the company, within and no later than 31 December 2011 pursuant to the relevant Terms and Conditions approved by the above mentioned Extraordinary Shareholders’ Meeting. 535,.000 rights were exercised, against which a total of 599,.200 ordinary shares were subscribed for and issued.

11. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital increase, with the exclusion of the shareholders’ options rights under art. 2441, paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro 186,438.00, to be effected through the issue of up to a maximum 372,876 ordinary shares with a par value of Euro 0.50 each, to service the 332,925 “Subscription Rights UniCredit S.p.A. 2007-2009 – Ex FinecoGroup Warrants 2003” assigned in exchange for an equal number of Warrants formerly allocated, free of charged, to Fineco Group’s employees and Fineco Bank’s private bankers pursuant to the resolution adopted by the Capitalia S.p.A.’s Extraordinary Shareholders meeting of 28 November 2005. Each subscription right may be exercised at a price equal to Euro 4.24 and assigns the right to purchase 1.12 ordinary shares of the company, within and no later than 31 December 2009 pursuant to the relevant Terms and Conditions approved by the above mentioned Extraordinary Shareholders’ Meeting. 57.250 rights were exercised, against which a total of 64.120 ordinary shares were subscribed for and issued.

126. The Extraordinary Shareholders’ Meeting of 30th July 2007 approved a capital increase, with the exclusion of the shareholders’ options rights under art. Article 2441, paragraph 8, of the Italian Civil Code, of a maximum nominal amount of Euro 3,839,922.00, to be effected through the issue of up to a maximum 7,679,844 ordinary shares with a par value of Euro 0.50 each, to service the 6,857,004 “Subscription Rights UniCredit S.p.A. 2007-2011 – Ex FinecoGroup Warrants 2005” assigned in exchange for an equal number of Warrants formerly allocated, free of charged, to Fineco Group’s

- 8 -

and Fineco Bank’s private bankers pursuant to the resolution adopted by the Capitalia S.p.A.’s Extraordinary Shareholders Meeting of 28 November 2005. Each subscription right may be exercised at a price equal to Euro 3.9348 and assigns the right to purchase 1.12 ordinary shares of the company, within and no later than 31 December 2011 pursuant to the relevant Terms and Conditions approved by the above mentioned Extraordinary Shareholders’ Meeting. 473.084 rights were exercised, against which a total of 529.842 ordinary shares were subscribed for and issued.

13. Capital increases resolved under the compensation policy, as provided for by the paragraphs above, are increased by further Euro 3,645,855.50 corresponding to n° 7,291,711 ordinary share following the application of the AIAF adjustment factors as a consequence of the capital transactions executed by UniCredit.

14. The Board of Directors, in partial exercise of the powers received, as per Article 2443 of the Italian Civil Code, from the Extraordinary Shareholders’ Meeting of April 22nd 2010, resolved on March 22nd 2011, to increase the share capital of a maximum nominal amount of Euro 42,114,682 corresponding to a maximum number of 84,229,364 ordinary shares with a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A., as well as of the other Banks and Companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets. The aforementioned rights can be exercised as of the year following the 3 year performance period (2011-2013) and until 2020 according to the criteria and within the periods identified by the Board of

employees and Fineco Bank’s private bankers pursuant to the resolution adopted by the Capitalia S.p.A.’s Extraordinary Shareholders Meeting of 28 November 2005. Each subscription right may be exercised at a price equal to Euro 3.9348 and assigns the right to purchase 1.12 ordinary shares of the company, within and no later than 31 December 2011 pursuant to the relevant Terms and Conditions approved by the above mentioned Extraordinary Shareholders’ Meeting. 473,.084 rights were exercised, against which a total of 529,.842 ordinary shares were subscribed for and issued.

7. The Board of Directors, in partial exercise of the powers received, as per art. Article 2443 of the Italian Civil Code, from the Extraordinary Shareholders’ Meeting of May 8th 2008, resolved on June 25th 2008 to increase the share capital of a maximum nominal amount of Euro 39,097,923 corresponding to a maximum number of 78,195,846 ordinary shares with a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A., as well as of the other Banks and companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets. The aforementioned rights can be exercised from 2012 until 2018 according to the criteria and within the periods identified by the Board of Directors.

138. Capital increases resolved under the compensation policy, as provided for by the paragraphs above, are increased by further an additional amount of no more than Euro 3,645,855.50 corresponding to no more than n° 7,291,711 ordinary share following the application of the AIAF adjustment factors as a consequence of the capital transactions executed by UniCredit.

149. The Board of Directors, in partial exercise of the powers received, as per Article 2443 of the Italian Civil Code, from the Extraordinary Shareholders’ Meeting of April 22nd 2010, resolved on March 22nd 2011, to increase the share capital of a maximum nominal amount of Euro 42,114,682 corresponding to a maximum number of 84,229,364 ordinary shares with a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A., as well as of the other Banks and Companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets. The aforementioned rights can be exercised as of the year following the 3 year performance period (2011-2013) and until 2020 according to the criteria and within the periods identified by the Board of

- 9 -

Directors.



17. No one entitled to vote may vote, for any reason whatsoever, for a number of Bank shares exceeding five per cent of share capital bearing voting rights, to this end, the global stake held by the controlling party, (be it a private individual, legal entity or company), all direct and indirect subsidiaries and affiliates has been taken into consideration; those shareholdings included in the portfolios of mutual funds managed by subsidiaries or affiliates have not, on the other hand, been taken into consideration. Control, including with regard to parties other than companies, emerges in the situations provided for by Clause 2359, first and second paragraph, of the Italian Civil Code. Control whereby significant influence is exercised is regarded to be present in the situations provided for by Clause 23, second paragraph, of Legislative Decree no. 385 dated 1 September 1993 (Consolidation Act for Laws Relating to Banking and Lending Activities). An affiliation emerges in the situations referred to in Clause 2359, third paragraph, of the Italian Civil Code, for the purposes of computing the stake held, those shares held through custodian companies and/or intermediaries and/or those shares whose voting rights are assigned for any purpose or reason to a party other than their owner, are also taken into consideration. In the event of the above provisions being breached, any shareholders resolution carried may be impugned pursuant to the provisions of Clause 2377 of the Italian Civil Code, where the majority required would not have been reached without this breach. Those shares whose voting rights may not be exercised are in any event computed in order for the Meeting to be properly formed.

18. Savings shares do not bear any voting rights. Any reduction of share capital due to losses does not reduce the nominal value of savings shares, other than by the portion of any loss exceeding the global nominal value of other shares; in the event of the Bank being wound up, savings shares enjoy the right of pre-emption in respect of the redemption of capital, for their full nominal value. In the event of reserves being distributed, savings shares bear the same rights as other shares.

19. Whenever the Bank’s ordinary shares or savings shares are barred from trading, the holder of savings shares may ask for its shares to be converted into

Directors.



17. No one entitled to vote may vote, for any reason whatsoever, for a number of Bank shares exceeding five per cent of share capital bearing voting rights, to this end, the global stake held by the controlling party, (be it a private individual, legal entity or company), all direct and indirect subsidiaries and affiliates has been taken into consideration; those shareholdings included in the portfolios of mutual funds managed by subsidiaries or affiliates have not, on the other hand, been taken into consideration. Control, including with regard to parties other than companies, emerges in the situations provided for by Clause 2359, first and second paragraph, of the Italian Civil Code. Control whereby significant influence is exercised is regarded to be present in the situations provided for by Clause 23, second paragraph, of Legislative Decree no. 385 dated 1 September 1993 (Consolidation Act for Laws Relating to Banking and Lending Activities). An affiliation emerges in the situations referred to in Clause 2359, third paragraph, of the Italian Civil Code, for the purposes of computing the stake held, those shares held through custodian companies and/or intermediaries and/or those shares whose voting rights are assigned for any purpose or reason to a party other than their owner, are also taken into consideration. In the event of the above provisions being breached, any shareholders resolution carried may be impugned pursuant to the provisions of Clause 2377 of the Italian Civil Code, where the majority required would not have been reached without this breach. Those shares whose voting rights may not be exercised are in any event computed in order for the Meeting to be properly formed.


19. Whenever the Bank’s ordinary shares or savings shares are barred from trading, the holder of savings shares may ask for its shares to be converted into

- 10 -

ordinary shares, in accordance with the procedures resolved upon by the Special Meeting of Shareholders, convened as and when the need arises within two months from shares being barred from trading.

20. Savings shares, when fully paid-up, are bearer shares, unless provided for otherwise by law. At the request and expense of the Shareholder, they may be transformed into registered savings shares and vice versa.

21. Pursuant to the current law provisions a Common Representative of the saving shares bearers is appointed. The Common Representative shall remain in office for a period of no more than three financial years and may be re-elected. The Common Representative is entitled to join and take the floor in the shareholders’ meetings.

22. In order to ensure that adequate information on transactions that may influence the price of the saving shares are received by the Common Representative, the latter shall be duly informed in this regard in compliance with the time limits and procedures for disclosing information to the market.

ordinary shares, in accordance with the procedures resolved upon by the Special Meeting of Shareholders, convened as and when the need arises within two months from shares being barred from trading.


21. Pursuant to the current law provisions a Common Representative of the saving shares bearers is appointed. The Common Representative shall remain in office for a period of no more than three financial years and may be reelected. The Common Representative is entitled to join and take the floor in the shareholders’ meetings.


Clause 6

1. Share capital may be increased by way of a shareholders’ resolution, through the issuance of shares bearing various rights, in conformity to legal requirements.

2. Specifically, the Meeting may resolve upon the issuance of savings shares bearing the features and rights provided for by prevailing laws and by these Articles of Association.

3. The 50,000,000 stock rights – of which 18,635,000 were issued on 23 May 2000 and 31,365,000 were issued on 28 March 2001, by virtue of the Board of Directors exercising the power assigned to it, pursuant to the provisions of Clause 2443 of the Italian Civil Code, by the Special Meeting of Shareholders held on 2 May 2000, to increase share capital with the exclusion of option rights pursuant to the provisions of Clause 2441, paragraph 8, of the Italian Civil Code – and allotted to the Executive Staff of UniCredit S.p.A. and other Group banks and companies identified by the Board of Directors, are registered and non-transferable and automatically lapse in the event of dismissal for just cause or justifiable reason; similarly, the stock rights lapse in the event of an employee resigning without the right to receive a pension, unless established otherwise by the Board of Directors of UniCredit S.p.A. on an individual case basis; in the event of an employee’s

Clause 6

1. Share capital may be increased by way of a shareholders’ resolution, through the issuance of shares bearing various rights, in conformity to legal requirements.

2. Specifically, the Meeting may resolve upon the issuance of savings shares bearing the features and rights provided for by prevailing laws and by these Articles of Association.

3. The 50,000,000 stock rights – of which 18,635,000 were issued on 23 May 2000 and 31,365,000 were issued on 28 March 2001, by virtue of the Board of Directors exercising the power assigned to it, pursuant to the provisions of Clause 2443 of the Italian Civil Code, by the Special Meeting of Shareholders held on 2 May 2000, to increase share capital with the exclusion of option rights pursuant to the provisions of Clause 2441, paragraph 8, of the Italian Civil Code – and allotted to the Executive Staff of UniCredit S.p.A. and other Group banks and companies identified by the Board of Directors, are registered and non-transferable and automatically lapse in the event of dismissal for just cause or justifiable reason; similarly, the stock rights lapse in the event of an employee resigning without the right to receive a pension, unless established otherwise by the Board of Directors of UniCredit S.p.A. on an individual case basis; in the event of an employee’s

- 11 -

death, the right shall be transferred to his heirs. These rights, may be exercised until 2009 at the unit price of Euro 4.53 referring to no. 18,635,000, at a unit price of Euro 4.99 referring to no. 31,365,300, with both prices subject to change, pursuant to the provisions of their respective Issue Regulations and in accordance with the criteria and during the periods identified by the Board of Directors.

4. The 35,000,000 stock rights - issued on 25 July 2002, further to the Board of Directors exercising the power assigned to it, pursuant to the provisions of Clause 2443 of the Italian Civil Code, by the Special Meeting of Shareholders held on 6 May 2002, to increase share capital with the exclusion of option rights pursuant to the provisions of Clause 2441, paragraph 8, of the Italian Civil Code – and allotted to the Executive Staff of UniCredit S.p.A. and other Group banks and companies identified by the Board of Directors, are registered and non-transferable and automatically lapse in the event of dismissal for just cause or justifiable reason; similarly, the stock rights lapse in the event of an employee resigning without the right to receive a pension, unless established otherwise by the Board of Directors of UniCredit S.p.A. on an individual case basis; in the event of an employee’s death, the right shall be transferred to his heirs. These rights may be exercised until 2011, with effective on the days provided for in the Issue Regulations, at a unit price of Euro 4.263 each, which is subject to change, pursuant to the provisions of their Issue Regulations.

5. The 585,899 “Stock rights UniCredito Italiano 2001 – 2010 - Ex Stock rights Rolo Banca 1473 Spa 2001 – 2005” and the 738,667 “Stock rights UniCredito Italiano 2002 – 2010 - Ex Stock rights Rolo Banca 1473 Spa 2002 – 2005” by virtue of the resolution carried by the Special Meeting of Shareholders on 6 May 2002 and allotted to replace the same number of stock rights allotted in turn to the Executive Staff of Rolo Banca 1473 S.p.A. are registered and non-transferable and automatically lapse in the event of an employee leaving the Group’s service for reasons other than retirement or resignation due to his transfer to another company belonging to the Banking Group UniCredit. These rights also lapse in the event of an employee retiring and subsequently engaging in activities that compete with those of UniCredit S.p.A.. In the event of an employee’s death, the right shall be transferred to his heirs.

6. The 14,568,700 subscription rights issued by the Board of Directors on 22nd July 2004 pursuant to powers conferred by the Extraordinary Shareholders’ Meeting of

death, the right shall be transferred to his heirs. These rights, may be exercised until 2009 at the unit price of Euro 4.53 referring to no. 18,635,000, at a unit price of Euro 4.99 referring to no. 31,365,300, with both prices subject to change, pursuant to the provisions of their respective Issue Regulations and in accordance with the criteria and during the periods identified by the Board of Directors.

4. The 35,000,000 stock rights - issued on 25 July 2002, further to the Board of Directors exercising the power assigned to it, pursuant to the provisions of Clause 2443 of the Italian Civil Code, by the Special Meeting of Shareholders held on 6 May 2002, to increase share capital with the exclusion of option rights pursuant to the provisions of Clause 2441, paragraph 8, of the Italian Civil Code – and allotted to the Executive Staff of UniCredit S.p.A. and other Group banks and companies identified by the Board of Directors, are registered and non-transferable and automatically lapse in the event of dismissal for just cause or justifiable reason; similarly, the stock rights lapse in the event of an employee resigning without the right to receive a pension, unless established otherwise by the Board of Directors of UniCredit S.p.A. on an individual case basis; in the event of an employee’s death, the right shall be transferred to his heirs. These rights may be exercised until 2011, with effective on the days provided for in the Issue Regulations, at a unit price of Euro 4.263 each, which is subject to change, pursuant to the provisions of their Issue Regulations.

5. The 585,899 “Stock rights UniCredito Italiano 2001 – 2010 - Ex Stock rights Rolo Banca 1473 Spa 2001 – 2005” and the 738,667 “Stock rights UniCredito Italiano 2002 – 2010 - Ex Stock rights Rolo Banca 1473 Spa 2002 – 2005” by virtue of the resolution carried by the Special Meeting of Shareholders on 6 May 2002 and allotted to replace the same number of stock rights allotted in turn to the Executive Staff of Rolo Banca 1473 S.p.A. are registered and non-transferable and automatically lapse in the event of an employee leaving the Group’s service for reasons other than retirement or resignation due to his transfer to another company belonging to the Banking Group UniCredit. These rights also lapse in the event of an employee retiring and subsequently engaging in activities that compete with those of UniCredit S.p.A.. In the event of an employee’s death, the right shall be transferred to his heirs.

6. The 14,568,700 subscription rights issued by the Board of Directors on 22nd July 2004 pursuant to powers conferred by the Extraordinary Shareholders’ Meeting of

- 12 -

4th May 2004 may be exercised between 2008 and 2017 at a unit price of Euro 4.018, subject to change on the basis of the issue Regulations and according to such criteria and periods as may be chosen by the Board of Directors. The 41,630,000 subscription rights issued by the Board of Directors on November 18th 2005 on the basis of powers conferred by the Extraordinary Shareholders’ Meeting of 4th May 2004 may be exercised from 2009 until 2018 at the unit price of Euro 4.817, subject to amendment pursuant to the Regulations of Issue and according to the criteria and periods decided by the Board of Directors. The 1,500,000 subscription rights issued by the Board of Directors on 15th December 2005 on the basis of powers conferred by the Extraordinary Shareholders’ Meeting referred to in the present clause may be exercised from 2009 until 2018 at the unit price of Euro 5.301, subject to amendment pursuant to the Regulations of Issue and according to the criteria and periods decided by the Board of Directors. The subscription rights set forth in this paragraph were allocated to Management of UniCredit S.p.A. and of the Group banks and companies who hold positions of particular importance for the purposes of achieving the Group’s overall objectives. The subscription rights shall be nominative and non-transferable and automatically expire in the case of dismissal for just cause or justified motives; similarly the subscription rights shall expire in the event of the voluntary resignation of the employee without entitlement to receive pension benefits unless the Board of Directors of UniCredit S.p.A. has specified otherwise with respect to this specific case. In the event of the death of the employee, the right shall be transferred to his/her heirs.

7. The 2,787,750 “Subscription Rights UniCredit S.p.A. 2007-2008 – Ex Capitalia Warrants 2002”, the 16,179,250 “Subscription Rights UniCredit S.p.A. 2007-2011 – Ex Capitalia Warrants 2005”, the 332,925 “Subscription Rights UniCredit S.p.A. 2007-2009 – Ex FinecoGroup Warrants 2003” and the 6,857,004 “Subscription Rights UniCredit S.p.A. 2007-2011 – Ex FinecoGroup Warrants 2005” issued pursuant to the resolution adopted by the Extraordinary Shareholders’ Meeting of 30th July 2007, assigned and exercisable in accordance with paragraph 5 above and the relevant Terms and Conditions, are registered and non-transferable inter vivos (between living persons); in the event of beneficiary’s death, such options shall be transferred to beneficiary’s heirs. In the event of interruption of the relationship between the beneficiary and the UniCredit Group before the normal term, the options shall automatically lapse.

4th May 2004 may be exercised between 2008 and 2017 at a unit price of Euro 4.018, subject to change on the basis of the issue Regulations and according to such criteria and periods as may be chosen by the Board of Directors. The 41,630,000 subscription rights issued by the Board of Directors on November 18th 2005 on the basis of powers conferred by the Extraordinary Shareholders’ Meeting of 4th May 2004 may be exercised from 2009 until 2018 at the unit price of Euro 4.817, subject to amendment pursuant to the Regulations of Issue and according to the criteria and periods decided by the Board of Directors. The 1,500,000 subscription rights issued by the Board of Directors on 15th December 2005 on the basis of powers conferred by the Extraordinary Shareholders’ Meeting referred to in the present clause may be exercised from 2009 until 2018 at the unit price of Euro 5.301, subject to amendment pursuant to the Regulations of Issue and according to the criteria and periods decided by the Board of Directors. The subscription rights set forth in this paragraph were allocated to Management of UniCredit S.p.A. and of the Group banks and companies who hold positions of particular importance for the purposes of achieving the Group’s overall objectives. The subscription rights shall be nominative and non-transferable and automatically expire in the case of dismissal for just cause or justified motives; similarly the subscription rights shall expire in the event of the voluntary resignation of the employee without entitlement to receive pension benefits unless the Board of Directors of UniCredit S.p.A. has specified otherwise with respect to this specific case. In the event of the death of the employee, the right shall be transferred to his/her heirs.

7. The 2,787,750 “Subscription Rights UniCredit S.p.A. 2007-2008 – Ex Capitalia Warrants 2002”, the 16,179,250 “Subscription Rights UniCredit S.p.A. 2007-2011 – Ex Capitalia Warrants 2005”, the 332,925 “Subscription Rights UniCredit S.p.A. 2007-2009 – Ex FinecoGroup Warrants 2003” and the 6,857,004 “Subscription Rights UniCredit S.p.A. 2007-2011 – Ex FinecoGroup Warrants 2005” issued pursuant to the resolution adopted by the Extraordinary Shareholders’ Meeting of 30th July 2007, assigned and exercisable in accordance with paragraph 5 above and the relevant Terms and Conditions, are registered and non-transferable inter vivos (between living persons); in the event of beneficiary’s death, such options shall be transferred to beneficiary’s heirs. In the event of interruption of the relationship between the beneficiary and the UniCredit Group before the normal term, the options shall automatically lapse.

- 13 -

8. The 29,204,700 subscription rights issued by the Board of Directors on 13th June 2006, based on the powers received from the Extraordinary Shareholders’ Meeting of 12th May 2006, are exercisable starting from the year 2010 and up to the year 2019 at a unitary price of Euro 5.951 subject to variation according to the relevant Regulations of issue, according to the criteria and in the periods defined by the Board of Directors, the 45,150 subscription rights issued by the Board of Directors on 1st July 2006, based on the powers received from the Extraordinary Shareholders’ Meeting of 12th May 2006, are exercisable starting from the year 2010 and up to the year 2019 at a unitary price of Euro 5.879 subject to variation according to the relevant Regulations of issue, according to the criteria and in the periods defined by the Board of Directors.

9. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated 12th May 2006, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of Euro 6,500,000 corresponding to up to 13,000,000 ordinary shares of par value Euro 0.50 each, to be granted to Management of UniCredit and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Reserve for group personnel long-term incentive plans" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

10. The Board of Directors has the right, in accordance with art. 2443 of the Civil Code, to resolve - once or more times and for a period of maximum 5 years from the date of the Extraordinary Shareholders Meeting resolution taken on 10th May 2007 - to increase the registered capital for cash in accordance with art. 2441, paragraphs 1, 2 and 3 of the Civil Code, for a total amount of nominal Euro 525,000,000 corresponding to up to 1,050,000,000 ordinary shares in UniCredit of par value Euro 0.50 each, to be used for potential acquisition transactions by UniCredit. The Board resolutions will have to specify that, in case the capital increase which has been resolved upon is not fully underwritten within the established term from time to time, the capital will be increased by an amount equal to the subscriptions collected up to such term. The Board resolutions will also have to determine the terms and conditions of each capital increase, including the number of shares to be

8. The 29,204,700 subscription rights issued by the Board of Directors on 13th June 2006, based on the powers received from the Extraordinary Shareholders’ Meeting of 12th May 2006, are exercisable starting from the year 2010 and up to the year 2019 at a unitary price of Euro 5.951 subject to variation according to the relevant Regulations of issue, according to the criteria and in the periods defined by the Board of Directors, the 45,150 subscription rights issued by the Board of Directors on 1st July 2006, based on the powers received from the Extraordinary Shareholders’ Meeting of 12th May 2006, are exercisable starting from the year 2010 and up to the year 2019 at a unitary price of Euro 5.879 subject to variation according to the relevant Regulations of issue, according to the criteria and in the periods defined by the Board of Directors.

910. The Board of Directors has the power, under the provisions of section Article 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated 12th May 2006, to carry out a free capital increase, as allowed by section Article 2349 of the Italian Civil Code, for a maximum nominal amount of Euro 6,500,000 corresponding to up to 13,000,000 ordinary shares of par value Euro 0.50 each, to be granted to Management of UniCredit and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Reserve for group personnel long-term incentive plans" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

1011. The Board of Directors has the right, in accordance with art. Article 2443 of the Italian Civil Code, to resolve - once or more times and for a period of maximum 5 years from the date of the Extraordinary Shareholders Meeting resolution taken on 10th May 2007 - to increase the registered capital for cash in accordance with art. Article 2441, paragraphs 1, 2 and 3 of the Italian Civil Code, for a total amount of nominal Euro 525,000,000 corresponding to up to 1,050,000,000 ordinary shares in UniCredit of par value Euro 0.50 each, to be used for potential acquisition transactions by UniCredit. The Board resolutions will have to specify that, in case the capital increase which has been resolved upon is not fully underwritten within the established term from time to time, the capital will be increased by an amount equal to the subscriptions collected up to such term. The Board resolutions will also have to determine the terms and conditions of each capital increase, including the number

- 14 -

issued from time to time in execution of the delegation, the subscription price (including potential issue premiums) of new shares, determined also considering the conditions of financial markets, as well as the market trend of UniCredit’s common shares in the period prior to the mentioned increase. In any event, such issue price could never be lower than the nominal value of common shares as of the date of the Board resolution.

11. The 29,809,423 subscription rights issued by the Board of Directors on 13th June 2006, based on the powers received from the Extraordinary Shareholders’ Meeting of 12th May 2006, are exercisable starting from the year 2010 and up to the year 2019 at a unitary price of Euro 7.094 subject to variation according to the relevant Regulations of issue, according to the criteria and in the periods defined by the Board of Directors.

12. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated 10th May 2007, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of Euro 5,500,000 corresponding to up to 11,000,000 ordinary shares of par value Euro 0.50 each, to be granted to Management of UniCredit and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Reserve for group personnel long-term incentive plans" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

13. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve - including on one or more occasions for a maximum period of one year starting from the shareholders' resolution dated 8th May 2008 - to increase share capital with the exclusion of rights, as allowed by section 2441.8 of the Italian Civil Code, to service the exercise of options issued by the Board of Directors to subscribe to a maximum number of 122,180,500 ordinary shares, corresponding to a maximum nominal amount of Euro 61,090,250, to be reserved for the Personnel of UniCredit S.p.A. and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives. The resolutions of the Board of Directors shall specify that if the sole increase or individual partial increases approved are subscribed, then share capital will be treated as having been increased by the amount corresponding to

of shares to be issued from time to time in execution of the delegation, the subscription price (including potential issue premiums) of new shares, determined also considering the conditions of financial markets, as well as the market trend of UniCredit’s common shares in the period prior to the mentioned increase. In any event, such issue price could never be lower than the nominal value of common shares as of the date of the Board resolution.

11. The 29,809,423 subscription rights issued by the Board of Directors on 13th June 2006, based on the powers received from the Extraordinary Shareholders’ Meeting of 12th May 2006, are exercisable starting from the year 2010 and up to the year 2019 at a unitary price of Euro 7.094 subject to variation according to the relevant Regulations of issue, according to the criteria and in the periods defined by the Board of Directors.

12. The Board of Directors has the power, under the provisions of section Article 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated 10th May 2007, to carry out a free capital increase, as allowed by section Article 2349 of the Italian Civil Code, for a maximum nominal amount of Euro 5,500,000 corresponding to up to 11,000,000 ordinary shares of par value Euro 0.50 each, to be granted to Management of UniCredit and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Reserve for group personnel long-term incentive plans" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

13. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve - including on one or more occasions for a maximum period of one year starting from the shareholders' resolution dated 8th May 2008 - to increase share capital with the exclusion of rights, as allowed by section 2441.8 of the Italian Civil Code, to service the exercise of options issued by the Board of Directors to subscribe to a maximum number of 122,180,500 ordinary shares, corresponding to a maximum nominal amount of Euro 61,090,250, to be reserved for the Personnel of UniCredit S.p.A. and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives. The resolutions of the Board of Directors shall specify that if the sole increase or individual partial increases approved are subscribed, then share capital will be treated as having been increased by the amount corresponding to

- 15 -

the subscriptions received. The unit price of the shares being issued shall be equal to the mean price of UniCredit S.p.A. shares reported in the month before the related Board resolution, bearing in mind the rules on the taxation of employment income tax applying at that time. The stock options shall be registered, non-transferable securities; the Holding Company's Board of Directors shall establish the terms of forfeiture of the right to exercise stock options if the employee leaves the Group or dies. The Board of Directors will be able to decide one or more periods in which the options may be exercised, starting from the fourth year after their grant, unless otherwise established by the Board of Directors if a public bid is made involving the purchase and exchange of UniCredit shares. The 78,195,846 subscription rights issued by the Board of Directors on June 25th 2008, based on the powers received from the Extraordinary Shareholders’ Meeting of May 8th 2008, are exercisable starting from the year 2012 and up to the year 2018 at a unit pricing of Euro 4.185 subject to variation according to the relevant Regulations of issue, according to the criteria and in the periods defined by the Board of Directors.

14. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated 8th May 2008, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of Euro 12,439,750 corresponding to up to 24,879,500 ordinary shares of par value Euro 0.50 each, to be granted to the Personnel of UniCredit and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Reserve for group personnel long-term incentive plans" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

15. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve - including on one or more occasions for a maximum period of one year starting from the shareholders' resolution dated 22nd April 2010 - to increase share capital with the exclusion of rights, as allowed by section 2441.8 of the Italian Civil Code, to service the exercise of options issued by the Board of Directors to subscribe to a maximum number of 128,000,000 ordinary shares, corresponding to a maximum nominal amount of € 64,000,000, to be

the subscriptions received. The unit price of the shares being issued shall be equal to the mean price of UniCredit S.p.A. shares reported in the month before the related Board resolution, bearing in mind the rules on the taxation of employment income tax applying at that time. The stock options shall be registered, non-transferable securities; the Holding Company's Board of Directors shall establish the terms of forfeiture of the right to exercise stock options if the employee leaves the Group or dies. The Board of Directors will be able to decide one or more periods in which the options may be exercised, starting from the fourth year after their grant, unless otherwise established by the Board of Directors if a public bid is made involving the purchase and exchange of UniCredit shares. The 78,195,846 subscription rights issued by the Board of Directors on June 25th 2008, based on the powers received from the Extraordinary Shareholders’ Meeting of May 8th 2008, are exercisable starting from the year 2012 and up to the year 2018 at a unit pricing of Euro 4.185 subject to variation according to the relevant Regulations of issue, according to the criteria and in the periods defined by the Board of Directors.

1413. The Board of Directors has the power, under the provisions of section Article 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated 8th May 2008, to carry out a free capital increase, as allowed by section Article 2349 of the Italian Civil Code, for a maximum nominal amount of Euro 12,439,750 corresponding to up to 24,879,500 ordinary shares of par value Euro 0.50 each, to be granted to the Personnel of UniCredit and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Reserve for group personnel long-term incentive plans" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

1514. The Board of Directors has the power, under the provisions of section Article 2443 of the Italian Civil Code, to resolve - including on one or more occasions for a maximum period of one year starting from the shareholders' resolution dated 22nd April 2010 - to increase share capital with the exclusion of rights, as allowed by section Article 2441.8 of the Italian Civil Code, to service the exercise of options issued by the Board of Directors to subscribe to a maximum number of 128,000,000 ordinary shares, corresponding to a maximum nominal amount of €Euro 64,000,000, to be

- 16 -

reserved for the Personnel of UniCredit S.p.A. and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives. The resolutions of the Board of Directors shall specify that if the sole increase or individual partial increases approved are subscribed, then share capital will be treated as having been increased by the amount corresponding to the subscriptions received. The unit price of the shares being issued shall be equal to the mean price of UniCredit S.p.A. shares reported in the month before the related Board resolution, bearing in mind the rules on the taxation of employment income tax applying at that time. The performance stock options shall be registered, non-transferable securities; the Holding Company's Board of Directors shall establish the terms of forfeiture of the right to exercise performance stock options if the employee leaves the Group or dies. The Board of Directors will be able to decide one or more periods in which the options may be exercised as of the year following the 3 year performance period (2011-2013) and until December 31st 2020, subject to the achievement of performance conditions set by the Board of Directors and subsequently verified at the end of the 3 year period of reference.

16. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated 22nd April 2010, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of € 29,500,000 corresponding to up to 59,000,000 ordinary shares of par value € 0.50 each, to be granted to employees of UniCredit S.p.A. and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Reserve for group personnel long-term incentive plans”. 17. Resolutions carried for the issuance of new savings and/or ordinary shares at the time of a capital increase or the conversion of shares of another class that have already been issued, do not require the approval of a Special Meeting of Savings Shareholders.

18. A resolution of the Special Meeting of Shareholders may vest the holders of savings shares with the ability to

reserved for the Personnel of UniCredit S.p.A. and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives. The resolutions of the Board of Directors shall specify that if the sole increase or individual partial increases approved are subscribed, then share capital will be treated as having been increased by the amount corresponding to the subscriptions received. The unit price of the shares being issued shall be equal to the mean price of UniCredit S.p.A. shares reported in the month before the related Board resolution, bearing in mind the rules on the taxation of employment income tax applying at that time. The performance stock options shall be registered, non-transferable securities; the Holding Company's Board of Directors shall establish the terms of forfeiture of the right to exercise performance stock options if the employee leaves the Group or dies. The Board of Directors will be able to decide one or more periods in which the options may be exercised as of the year following the 3 year performance period (2011-2013) and until December 31st 2020, subject to the achievement of performance conditions set by the Board of Directors and subsequently verified at the end of the 3 year period of reference.

1615. The Board of Directors has the power, under the provisions of section Article 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated 22nd April 2010, to carry out a free capital increase, as allowed by section Article 2349 of the Italian Civil Code, for a maximum nominal amount of €Euro 29,500,000 corresponding to up to 59,000,000 ordinary shares of par value €Euro 0.50 each, to be granted to employees of UniCredit S.p.A. and of Group banks and companies. Such an increase in capital shall be carried out using the special reserve known as "Reserve for group personnel long-term incentive plans”.

16. Once the time periods for the capital increases resolved on through incentive/compensation plans have expired, the share capital shall be deemed to have increased by the amount subscribed as of the respective dates indicated therein.

17. Resolutions carried for the issuance of new savings and/or ordinary shares at the time of a capital increase or the conversion of shares of another class that have already been issued, do not require the approval of a Special Meeting of Savings Shareholders.

18. A resolution of the Special Meeting of Shareholders may vest the holders of savings shares with the ability to

- 17 -

convert said shares into ordinary shares in accordance with the procedures and by the deadlines determined.

convert said shares into ordinary shares in accordance with the procedures and by the deadlines determined.

Clause 7

1. In the event of a share capital increase, the rules, terms and conditions for the issuance of the new capital and the dates and procedures for the payments to be effected in this regard, except for the mandatory requirements laid down in this regard by the law, are resolved upon by the Board of Directors; requests are addressed to subscribers by way of a notice that is to be published in two national newspapers, one of which is to be a business newspaper, whilst specific legal provisions shall continue to apply.

2. Late payment shall incur, by full right, annual interest at a level that shall be established by Board of Directors, that shall not however exceed 3% over the benchmark determined from year to year by the Bank of Italy, on the understanding that the legal provisions to be observed by any Shareholder that does not pay the quotas due, and the liability of assigners and transferors of shares not paid-up shall remain in force.

Clause 7

1. In the event of a share capital increase, the rules, terms and conditions for the issuance of the new capital and the dates and procedures for the payments to be effected in this regard, except for the mandatory requirements laid down in this regard by the law, are resolved upon by the Board of Directors; requests are addressed to subscribers by way of a notice that is to be published in two national newspapers, one of which is to be a business newspaper, whilst specific legal provisions shall continue to apply.

2. Late payment shall incur, by full right, annual interest at a level that shall be established by Board of Directors, that shall not however exceed 3% over the benchmark determined from year to year by the Bank of Italy, on the understanding that the legal provisions to be observed by any Shareholder that does not pay the quotas due, and the liability of assigners and transferors of shares not paid-up shall remain in force.


2. A resolution of the Special Meeting of Shareholders may vest the holders of savings shares with the ability to convert said shares into ordinary shares in accordance with the procedures and by the deadlines determined.

3. Whenever the Bank’s ordinary shares or savings shares are barred from trading, the holder of savings shares may ask for its shares to be converted into ordinary shares, in accordance with the procedures resolved upon by the Special Meeting of Shareholders, convened as and when the need arises within two months from shares being barred from trading.


5. Pursuant to the current law provisions a Common Representative of the saving shares bearers is appointed. The Common Representative shall remain in office for a

- 18 -

period of no more than three financial years and may be re-elected. The Common Representative is entitled to join and take the floor in the Shareholders’ Meetings.


SECTION IV

Regarding Meetings of Shareholders

SECTION IV

Regarding Meetings of Shareholders

Clause 8

1. A General Meeting of Shareholders is convened at least one a year within the terms of law, in order to resolve upon the issues that the law and the Articles of Association make it responsible for.

2. In particular, the Meeting of Shareholders, besides establishing the remuneration of members of the bodies it has appointed, approve: (i) the remuneration policies for directors, employees and external collaborators, and (ii) equity-based compensation schemes. An adequate information shall be provide to the Shareholders about the enforcement of the remuneration policies.

3. A Special Meeting of Shareholders is convened whenever it is necessary to resolve upon any of the matters that are exclusively attributed to it by law.

Clause 8

1. A General Meeting of Shareholders is convened at least one a year within the terms of law180 days of the end of the financial year, in order to resolve upon the issues that the prevailing laws and the Articles of Association make it responsible for.

2. In particular, the Meeting of Shareholders, besides establishing the remuneration of members of the bodies it has appointed, approve: (i) the remuneration policies for directors, employees and external collaborators, and (ii) equity-based compensation schemes. An adequate information shall be provide to the Shareholders about the enforcement of the remuneration policies.

3. A Special Meeting of Shareholders is convened whenever it is necessary to resolve upon any of the matters that are exclusively attributed to it by the prevailing laws.

Clause 9

1. The Meeting takes place at the Bank’s Registered Office, at its Head Office or in another location within Italy, as indicated in the Notice of Meeting.

Clause 9

1. The Meeting takes place at the Bank’s Registered Office, at its Head Office or in another location within Italy, as indicated in the Notice of Meeting.

2. If the notice of Meeting so states, then holders of voting rights can participate in the Meeting of Shareholders remotely and exercise their voting rights using electronic means, in accordance with the conditions established in the notice.

Clause 10

1. The Meeting – be it an Ordinary or Special Meeting – is convened in accordance with legal requirements via a notice published on the Company’s web site and through other channels provided for under prevailing laws and regulatory provisions.

Clause 10

1. The Meeting – be it an Ordinary or Special Meeting – is convened in accordance with legal requirements via a notice published on the Company’s web site and through other channels provided for under prevailing laws and regulatory provisions.

- 19 -

Clause 11

1. The Agenda of the Meeting is established by whoever exercises the power to call a meeting, pursuant to legal requirements and the Bank’s Articles of Association, in keeping - where the Meeting is convened further to a request from shareholders – with the comments contained in said request.

2. The right to amend the agenda may be exercised, in the situations, methods and time limits indicated in current regulations, by shareholders who individually or collectively represent at least 0.50% of share capital.

Clause 11

1. The Agenda of the Meeting is established in accordance with legal requirements and these Articles of Association by whoever exercises the power to call a meeting, pursuant to legal requirements and the Bank’s Articles of Association, in keeping - where the Meeting is convened further to a request from shareholders – with the comments contained in said request.

2. The right to amend the agenda may be exercised, in the situations, methods and time limits indicated in current regulations, by shareholders who individually or collectively represent at least 0.50% of share capital.

Clause 12

1. Meetings of shareholders can be held in more than one call in accordance with the provisions of law. The Board of Directors can establish that the Meeting of Shareholders be held in a single call and, in such a case, the majorities established by the prevailing laws shall be adopted.

Clause 12

1. The Meeting may be attended by those holders of ordinary shares who provide a copy of the notice sent to the Company by the broker holding their accounts, no later than the third day of open trading prior to the date set for the first call of the Meeting. The notice of meeting may specify that the above advance notice of three days is also applicable to any subsequent calls.

Clause 1213

1. The Meeting may be attended by those who hold voting rights holders of ordinary shares for whom notification has been received by provide a copy of the notice sent to the Company by from the broker holding the relevant shareholder their accounts within the time period established under prevailing laws, no later than the third day of open trading prior to the date set for the first call of the Meeting. The notice of meeting may specify that the above advance notice of three days is also applicable to any subsequent calls.

Clause 13

1. Those entitled to attend the Meeting may arrange to be represented by third parties that are not necessarily Shareholders, in accordance with the provisions of prevailing legislation.

2. The delegation of voting rights may be notified also through an electronic communication to a specific section of the Company’s web site, as provided for by the notice of the Meeting or alternately through other methods as may be provided for under legal and regulatory provisions in force at the time.

Clause 1314

1. Those entitled to attend the Meeting may arrange to be represented by third parties that are not necessarily Shareholders, in accordance with the provisions of prevailing legislation.

2. The delegation of voting rights may be notified also through an electronic communication to a specific section of the Company’s web site, as provided for by the notice of the Meeting or alternately through other methods as may be provided for under legal and regulatory provisions in force at the time.

Clause 14

1. Every ordinary share entitles its holder to one vote, the

Articolo 1415

1. Every ordinary share entitles its holder to one vote, the

- 20 -

provisions of Clause 5, paragraph 16 excepted. provisions of Clause 5, paragraph 16 excepted.

Clause 15

1. The Meeting is chaired by the Chairman of the Board of Directors or, where he is absent or impeded, by the sole Deputy Chairman or, where there is more than one Deputy Chairman, by the Stand-in Chairman or, where the latter is absent or impeded, by the older Deputy Chairman. Where both the Chairman and the sole Deputy Chairman or all Deputy Chairmen are absent or impeded, the Meeting is chaired by a Director or by a Shareholder designated by those in attendance. The person chairing the Meeting is assisted by a Secretary designated by the majority of shareholders in attendance.

2. The Chairman of the Meeting has full powers to regulate activities and discussions, in conformity to the criteria and procedures established by law and foreseen in the Regulations for Shareholders’ Meetings.

Clause 1516

1. The Meeting is chaired by the Chairman of the Board of Directors or, where he is absent or impeded, by the sole Deputy Chairman or, where there is more than one Deputy Chairman has been appointed, by the Stand-in Chairman or, where the latter is absent or impeded, by the older Deputy Chairman. Where both the Chairman and the sole Deputy Chairman or all the Deputy Chairmen are absent or impeded, the Meeting is chaired by a Director or by a Shareholder designated by those in attendance. The person chairing the Meeting is assisted by a Secretary designated by the majority of shareholders in attendance of those holding voting rights. The assistance of a Secretary is not required when the minutes of the Meeting is drawn up by a notary assigned by the Chairman.

2. The Chairman of the Meeting has full powers to regulate activities and discussions, in conformity to the criteria and procedures established by prevailing laws and foreseen in the Regulations for Shareholders’ Meetings.

Clause 16

1. In order for a Meeting – be it an Ordinary or Special Meeting – along with the resolutions carried therein to be valid, the relevant legal provisions are to be duly observed, except for what is provided for in the Articles of Association.

2. Further sessions of a Meeting may be held after the second call, in accordance with legal provisions.

Clause 1617

1. In order for a Meeting – be it an Ordinary or Special Meeting – along with the resolutions carried therein to be valid, the relevant legal provisions are to be duly observed, except for what is provided for in the Articles of Association Clause 5.

2. Further sessions of a Meeting may be held after the second call, in accordance with legal provisions.

Clause 17

1. All resolutions (including those relating to the appointment of individuals to executive organs) are carried by way of an open vote.

2. The election of Directors is resolved upon in accordance with the procedures set forth in Clause 20 below.

3. With regard to the appointment of permanent and stand-in members to the Statutory Board of Auditors, Clause 30 applies.

Articolo 17

1. All resolutions (including those relating to the appointment of individuals to executive organs) are carried by way of an open vote.

2. The election of Directors is resolved upon in accordance with the procedures set forth in Clause 20 below.

3. With regard to the appointment of permanent and stand-in members to the Statutory Board of Auditors, Clause 30 applies.

Clause 18

1. The minutes of Meetings are prepared, approved and signed by the Chairman of the Meeting, the Secretary and

Clause 18

1. The minutes of Meetings are prepared, approved and signed by the Chairman of the Meeting and, the Secretary

- 21 -

the scrutineers when not prepared by a notary. and the scrutineers, when not prepared by a notary.

Clause 19

1. The copies and extracts of minutes, signed and certified as valid and in conformity to requirements by the Chairman of the Board or by whoever deputises for him or where the latter is/are absent or impeded by two Directors, constitute full evidence.

Clause 19

1. The copies and extracts of minutes of Meetings of Shareholders, signed and certified as valid and in conformity to requirements by the Chairman of the Board or by whoever deputises for him, pursuant to Clause 21 of the Articles of Association, or where the latter is/are absent or impeded by two Directors, constitute full evidence.

SECTION V

Regarding the Board of Directors

SECTION V

Regarding the Board of Directors

Clause 20

1. The Board of Directors is composed of between nine and twenty-four members.

2. Members of the Board of Directors must meet the experience and integrity requirements laid down by prevailing regulations and other laws.

3. In addition, at least three directors must meet the independence requirements established for statutory auditors by Clause 148, paragraph 3 of Legislative Decree No. 58 of 24 February 1998, and at least five directors must meet the additional independence requirements indicated by the Code on Corporate Governance for Listed Companies issued by Borsa Italiana S.p.A.. The independence requirements established by Clause 148, paragraph 3 of Legislative Decree No. 58 of 24 February 1998 and those specified by the Code on Corporate Governance for Listed Companies issued by Borsa Italiana S.p.A. may be cumulative for the same person.

4. The directors term in office spans three operating years, except where a shorter term is established at the time they are appointed, and ends on the date of the meeting convened for the approval of the accounts relating to the last operating year in which they were in office.

5. With regard to their election, termination and replacement, the relevant legal requirements are to be observed.

6. In particular, directors must be appointed by the Meeting on the basis of lists submitted by shareholders in which candidates must be listed using a progressive number.

7. In order to be valid, the lists submitted by shareholders

Clause 20

1. The Board of Directors is composed of between nine and twenty-four members.

2. Members of the Board of Directors must meet the experience and integrity requirements laid down by prevailing regulations and other laws.

3. In addition, at least three directors must meet the independence requirements established for statutory auditors by Clause 148, paragraph 3 of Legislative Decree No. 58 of 24 February 1998, and at least five directors must meet the additional independence requirements indicated by the Code on Corporate Governance for Listed Companies issued by Borsa Italiana S.p.A.. The independence requirements established by Clause 148, paragraph 3 of Legislative Decree No. 58 of 24 February 1998 and those specified by the Code on Corporate Governance for Listed Companies issued by Borsa Italiana S.p.A. may be cumulative for the same person.

4. The directors term in office spans three operating years, except where a shorter term is established at the time they are appointed, and ends on the date of the meeting convened for the approval of the accounts relating to the last operating year in which they were in office.

5. With regard to their election, termination and replacement, the relevant legal requirements are to be observed.

65. In particular, directors must be are appointed by the Meeting on the basis of lists submitted by shareholders in which candidates must be listed using a progressive number.

76. In order to be valid, the lists submitted by

- 22 -

must be filed at the registered office no later than the twenty-fifth day prior to the date of the Meeting and be made available to the public at the registered office, on the Company’s web site and through other channels provided for under prevailing laws at least twenty-one days prior to the date of the Meeting. Each shareholder may submit or contribute to the submission of only one list, and similarly, each candidate may only be included on one list, on penalty of ineligibility. Only those shareholders who individually or collectively with other shareholders represent at least 0.5% of share capital in the form of ordinary shares with voting rights at ordinary Meetings are entitled to submit lists.

8. The ownership of the minimum number of shares required for filing lists is calculated with regard to the shares registered to each individual shareholder, or to multiple shareholders combined, on the day on which the lists are submitted to the Company. In order to substantiate ownership of the number of shares necessary for filing lists, shareholders must produce the relevant certification during or after the time that the lists are filed provided that this occurs prior to the deadline for when the Company must make the lists public.

9. By the deadline indicated above, shareholders who filed lists must file the following together with each list:

- the information on shareholders who filed lists with information on the total percentage of equity investment held;

- information on the personal and professional characteristics of the candidates indicated on the list;

- a statement whereby the individual candidates irrevocably accept the position (subject to their appointment) and attest, under their responsibility, that there are no reasons for their ineligibility or incompatibility, and that they meet the experience and integrity requirements provided for by current regulatory and other provisions;

- a statement submitted by at least five candidates for each list, that the independence requirements dictated by current regulatory and other provisions and by these Articles of Association, have been met.

Any list that does not meet the above requirements shall be deemed to have not been filed.

shareholders legitimate parties must be filed at the Rregistered Ooffice or the Head Office no later than the twenty-fifth day prior to the date of the Meeting and be made available to the public at the Rregistered Ooffice, on the Company’s web site and through other channels provided for under prevailing laws at least twenty-one days prior to the date of the Meeting. Each shareholder legitimate party may submit or contribute to the submission of only one list, and similarly, each candidate may only be included on one list, on penalty of ineligibility. Only those shareholders legitimate parties who individually or collectively with others shareholders represent at least 0.5% of share capital in the form of ordinary shares with voting rights at ordinary Meetings are entitled to submit lists.

87. The ownership of the minimum number of shares required for filing lists is calculated with regard to the shares registered to each individual shareholder, or to multiple shareholders combined, on the day on which the lists are submitted to the Company. In order to substantiate Oownership of the number of shares necessary for filing lists must be proven pursuant to the prevailing laws; such proof can even be submitted to the Company, shareholders must produce the relevant certification during or after the time that when the lists are filed provided that this occurs prior to the deadline for when the Company must make the lists public.

98. By the deadline indicated above, shareholders legitimate parties who filed lists must file the following together with each list:

- the information on shareholders those who filed lists with information on the total percentage of equity investment held;

- information on the personal and professional characteristics of the candidates indicated on the list;

- a statement whereby the individual candidates irrevocably accept the position (subject to their appointment) and attest, under their responsibility, that there are no reasons for their ineligibility or incompatibility, and that they meet the experience and integrity requirements provided for by current regulatory and other provisions;

- a statement submitted by at least five candidates for each list, that the independence requirements dictated by current regulatory and other provisions and by these Articles of Association, have been met.


- 23 -

10. All those entitled to vote may only vote for one list.


a) from the list obtaining the majority of votes cast by shareholders shall be taken - in the consecutive order in which they are shown on the list – as much directors as to be appointed, decreased of one director – if the Board of Directors consists in a number lower or equal to 20 members – or decreased of two directors - if the Board of Directors consists in a number higher than 20 members. The remaining directors shall be taken - in the consecutive order in which they are shown on the list – from the minority list receiving the highest votes.

b) If the majority list doesn’t reach a sufficient number of candidates for the election of the number of directors to be appointed – following the mechanism pointed out under the previous lett a) – all the candidates from the majority list shall be appointed and the remaining directors shall be taken from the minority list receiving the highest votes, in the consecutive order in which they are shown on the such list. If the minority list receiving the highest votes doesn’t reach a sufficient number of candidates for the election of the number of directors to be appointed – following the previous mechanism – the remaining directors shall be taken in succession from the further minorities lists receiving the highest votes, always in the order in which they are shown on the lists.

c) If the number of candidates included on the majority as well as minorities lists submitted is less than the number of the directors to be elected, the remaining directors shall be elected by a resolution passed by the Meeting by a relative majority. If there is a tie vote between several candidates, a run-off will be held between these candidates by means of another vote at the Meeting.

d) If in accordance with the deadlines and procedures specified in the above paragraphs only one list or no list is filed, the Meeting shall deliberate in accordance with the procedures set forth in item c) above.

e) If the criterion set forth in this paragraph is followed and the minimum number of independent directors established pursuant to this paragraph 3 is not elected, the directors who have in each list the highest consecutive number and do not meet the requirements in question shall be replaced by the subsequent candidates, who meet the necessary requirements, taken from the same list. If the replacement of the directors who do not meet the requirements in question with the subsequent candidates

109. All those entitled to vote may only vote for one list.


a) from the list obtaining the majority of votes cast by shareholders shall be taken - in the consecutive order in which they are shown on the list – as much directors as to be appointed, decreased of one director – if the Board of Directors consists in a number lower or equal to 20 members – or decreased of two directors - if the Board of Directors consists in a number higher than 20 members. The remaining directors shall be taken - in the consecutive order in which they are shown on the list – from the minority list receiving the highest votes.;

b) iIf the majority list doesn’t reach a sufficient number of candidates for the election of the number of directors to be appointed – following the mechanism pointed out under the previous lett. a) – all the candidates from the majority list shall be appointed and the remaining directors shall be taken from the minority list receiving the highest votes, in the consecutive order in which they are shown on the such list. If the minority list receiving the highest votes doesn’t reach a sufficient number of candidates for the election of the number of directors to be appointed – following the previous mechanism – the remaining directors shall be taken in succession from the further minorities lists receiving the highest votes, always in the order in which they are shown on the lists.;

c) iIf the number of candidates included on the majority as well as minorities lists submitted is less than the number of the directors to be elected, the remaining directors shall be elected by a resolution passed by the Meeting by a relative majority. If there is a tie vote between several candidates, a run-off will be held between these candidates by means of another vote at the Meeting.;

d) iIf in accordance with the deadlines and procedures specified in the above paragraphs only one list or no list is filed, the Meeting shall deliberate in accordance with the procedures set forth in item c) above.;

e) iIf the criterion set forth in this paragraph is followed and the minimum necessary number of independent directors established pursuant to this paragraph 3 is not elected, the directors who have in each list the highest consecutive number and do not meet the requirements in question shall be replaced by the subsequent candidates, who meet the necessary requirements, taken from the same list. If the replacement of the directors who do not meet the requirements in question with the subsequent

- 24 -

taken from the same list is not possible, they shall be replaced by the candidates who meet the necessary requirements taken in succession from minorities lists receiving the highest votes, in the order in which they are shown on the lists.

12. In the event of a director dying or leaving office or where his term in office is lapse or losing for any other reason the experience or integrity requirements, the Board of Directors shall take steps to co-opt a director, taking into proper account the right of minority interests to be represented. In the event of a director lacking or subsequent losing of the independence requirements, pursuant to the above paragraph 9, the Board of Directors shall replace such director according the provision of the above paragraph 11, lett. e).

candidates taken from the same list is not possible, they shall be replaced by the candidates who meet the necessary requirements taken in succession from minorities lists receiving the highest votes, in the order in which they are shown on the lists.

1211. In the event of a director dying, or leaving office or failing to hold it for any other reason or where his term in office is lapse or losing for any other reason the experience or integrity requirements, the Board of Directors shall can take steps to co-opt a director, taking into proper account the right of minority interests to be represented. In the event of a director lacking or subsequent losing of the independence requirements, pursuant to the above paragraph 9Should for any reason the number of independent directors fall below the level established in these Articles of Association, the Board of Directors shall make a replacement such director according to the criteria established in provision of the above paragraph 1110, lett. e).

12. For the appointment of directors that need to be added to the Board of Directors, resolutions of the Meeting of Shareholders shall be by relative majority.

Clause 21

1. The Board of Directors elects from amongst its members, for three operating years, unless a different duration is established by the Meeting pursuant to the provisions of Clause 20 above, one Chairman, one or more Deputy Chairmen (including one who acts as a stand-in) and a Secretary, who need not be one of its members. Where absent or impeded, the Chairman is replaced by the Stand-in Chairman. Where both the Chairman and Stand-in Chairman are absent or impeded, the Meeting is chaired by the oldest Deputy Chairman of those in attendance or, where all Deputy Chairmen are absent or impeded, by the oldest Director. Where the Secretary is absent or impeded, the Board of Directors designates a person to replace him.

2. The Board of Directors may appoint one Managing Director, while also determining his/her duties, powers and authorities, and may bestow special duties and powers upon other Board members.

3. The Managing Director is responsible for following the execution of resolutions carried by the Board of Directors, availing themselves of the Head Office.

Clause 21

1. The Board of Directors elects from amongst its members, for three operating years, unless a different duration is established by the Meeting pursuant to the provisions of Clause 20 above, one Chairman, one or more Deputy Chairmen (including one who acts as a stand-in) and a Secretary, who need not be one of its members. Where absent or impeded, the Chairman is replaced by the Stand-in Chairman. Where both the Chairman and Stand-in Chairman are absent or impeded, the Meeting is chaired by the oldest Deputy Chairman of those in attendance or, where all Deputy Chairmen are absent or impeded, by the oldest Director. Where the Secretary is absent or impeded, the Board of Directors designates a person to replace him.

2. The Board of Directors may appoint one Managing Director, while also determining his/her duties, and powers and authorities, and may bestow special duties and powers upon other Board members.

3. The Managing Director is responsible for following the execution of resolutions carried by the Board of Directors, availing themselves of the Head Office.

4. The powers granted by the Board of Directors to the Managing Director can be further delegated to members of the Head Office, once again with the power to delegate

- 25 -

4. The Board of Directors appoints a “Comitato Manageriale” (the “Management Committee”), consisting of members of the Head Office and seconded subjects in charge of consultation and support functions to the activity of the Managing Director for the management of the company and of its Banking Group. Terms and conditions governing the “Comitato Manageriale” functions are set forth in the Company’s internal rules. In their respective capacities as of members of the Head Office, the members of the “Comitato Manageriale” also implement decisions adopted by the Managing Director, according to the provisions of the subsequent Article 27, par. 2, and reports to him/her.

5. The Managing Director and other Directors entrusted with specific duties report to the Board of Directors, as per the procedures and deadlines established by the latter, on the activities undertaken by themselves, in conformity to legal requirements. 6. The Board of Directors, as an alternative to the Managing Director, may appoint a General Manager and one or more Deputy General Managers, while also determining their duties and the duration of their term in office. In case a Managing Director has been appointed, more General Managers and more Deputy General Managers may be appointed by the Board of Directors that determines their duties and the respective areas of competence, further to a proposal from the Managing Director. The General Managers shall be vested with

further.

4. The Board of Directors appoints a “Comitato Manageriale” (the “Management Committee”), consisting of members of the Head Office and seconded subjects in charge of consultation and support functions to the activity of the Managing Director for the management of the company and of its Banking Group. Terms and conditions governing the “Comitato Manageriale” functions are set forth in the Company’s internal rules. In their respective capacities as of members of the Head Office, the members of the “Comitato Manageriale” also implement decisions adopted by the Managing Director, according to the provisions of the subsequent Article 27, par. 2, and reports to him/her.

5. The Managing Director and other Directors entrusted with specific duties report to the Board of Directors, as per the procedures and deadlines established by the latter, on the activities undertaken by themselves, in conformity to legal requirements.

5. The Board of Directors can appoint one or more General Managers and/or one or more Deputy General Managers, establishing their roles and areas of competence. Should a Managing Director not have been appointed, the Board of Directors shall appoint a sole General Manager, and can appoint one or more Deputy General Managers, establishing their roles and areas of competence.

6. The General Managers report to the Managing Director, where appointed, in the exercise of the duties, executing the management directives from the Managing Director and, if so requested by the Managing Director, overseeing the execution of resolutions taken by the Board of Directors, with the assistance of the members of Head Office.

7. General Managers and Deputy General Managers can delegate the powers granted to them, with the power to delegate further.

6. The Board of Directors, as an alternative to the Managing Director, may appoint a General Manager and one or more Deputy General Managers, while also determining their duties and the duration of their term in office. In case a Managing Director has been appointed, more General Managers and more Deputy General Managers may be appointed by the Board of Directors that determines their duties and the respective areas of competence, further to a proposal from the Managing Director. The General Managers shall be vested with

- 26 -

powers that the Managing Director decides to delegate to them, said powers being part of those delegated to said Managing Director by the Articles of Association and by the Board of Directors.

7. In case one General Manager and no Managing Director have been appointed, the General Manager may be elected Director of the Bank. In such a situation, the Board of Directors shall appoint him Managing Director.

8. Except for the provisions of paragraph 7 of this Clause, the General Managers in exercising their powers report to the Managing Director performing the management duties that he/she asks them to perform and, when requested by the Managing Director, they are responsible for following the execution of resolutions carried by the Board of Directors availing themselves of the Head Office.

9. The General Managers participate in the meetings of the Board of Directors, without being granted voting rights.

powers that the Managing Director decides to delegate to them, said powers being part of those delegated to said Managing Director by the Articles of Association and by the Board of Directors.

7. In case one General Manager and no Managing Director have been appointed, the General Manager may be elected Director of the Bank. In such a situation, the Board of Directors shall appoint him Managing Director.

8. Except for the provisions of paragraph 7 of this Clause, the General Managers in exercising their powers report to the Managing Director performing the management duties that he/she asks them to perform and, when requested by the Managing Director, they are responsible for following the execution of resolutions carried by the Board of Directors availing themselves of the Head Office.

98. The General Managers participate in the meetings of the Board of Directors, without being granted voting rights.

9. The empowered parties shall report to the Board of Directors on the conduct of their activities, with the modalities and terms set by the Board, in accordance with law.

Clause 22

1. The Board of Directors meets at the Bank’s Registered Office or elsewhere in Italy or abroad at intervals of usually no more than three months and every time the Chairman feels it necessary or a Board meeting is requested by the Managing Director or by least three Directors. A Board meeting may also be convened on the initiative of one Statutory Auditor.

2. Whenever the Chairman of the Board of Directors deems it opportune, meetings of the Board of Directors may be held by using means of telecommunication, providing that each of the attendees may be identified by all the others and that each of the attendees is in a position to intervene real time during the discussion of the topics being examined, as well as receive, transmit and view documents. Once the fulfilment of these prerequisites has been verified, the meeting of the Board of Directors is considered held in the place where the Chairman is located and where the secretary of the meeting is also located.

3. The Board is convened by the Chairman or by whoever replaces him pursuant to the provisions of Clause 21 above, and may also be convened – in urgent situations – by telegram or fax.

Clause 22

1. The Board of Directors meets at the Bank’s Registered Office or elsewhere in Italy or abroad at intervals of usually no more than three months and every time the Chairman feels it necessary or a Board meeting is requested by the Managing Director or by least three Directors. A Board meeting may also be convened on the initiative of one Statutory Auditor.

2. Whenever the Chairman of the Board of Directors deems it opportune, meetings of the Board of Directors may be held by using means of telecommunication, providing that each of the attendees may be identified by all the others and that each of the attendees is in a position to intervene real time during the discussion of the topics being examined, as well as receive, transmit and view documents. Once the fulfilment of these prerequisites has been verified, the meeting of the Board of Directors is considered held in the place where it was convenedthe Chairman is located and where the secretary of the meeting is also located.

3. The Board is convened by the Chairman or by whoever replaces him pursuant to the provisions of Clause 21 above, and may also be convened – in urgent situations – by telegram or faxusing electronic means.

- 27 -

4. The Chairman and Managing Director may invite the Managers within the Head Office or the subjects seconded to the Head Office, to attend Board meetings, without being granted voting rights.

4. The Chairman and Managing Director, where appointed, may invite the Managers within the Head Office or the subjects seconded to the Head Office, staff from UniCredit S.p.A. and/or Companies in the UniCredit Group to attend Board meetings, without being granted voting rights.

Clause 23

1. The Board of Directors is vested with all powers necessary for the ordinary and extraordinary running of the Bank, except for those powers reserved for Meetings of Shareholders by law and by the Articles of Association.

2. In compliance with applicable laws and the Company’s articles of association, the Board of Directors adopt rules concerning its functioning and attributions. Such rules are published consistently with the provisions applicable to other communications addressed to shareholders and/or the market, making them publicly available with the market management company and through publication on the Company’s web site.

3. In addition to those duties and powers that may not be not delegated according to the law, the Board of Directors is exclusively responsible for carrying resolutions regarding the following:

- the general guiding of, as well as the adoption and amendment of, the Bank’s industrial, strategic and financial plans;



- the merger by incorporation of companies in the situations foreseen by Clauses 2505 and 2505 (ii) of the Italian Civil Code;

- the demerger of companies in the situations foreseen by Clause 2506 (iii) of the Italian Civil Code;


- decisions as to which Directors, in addition to those indicated in these Articles of Association, may represent the Bank;

- the determination of criteria for the coordination and management of Group companies and the determination of criteria for compliance with Bank of Italy

Clause 23

1. The Board of Directors is vested with all powers necessary for the ordinary and extraordinary running of the Bank, except for those powers reserved for Meetings of Shareholders by law and by the Articles of Association.

2. In compliance with applicable laws and the Company’s aArticles of aAssociation, the Board of Directors adopt rules concerning its functioning and attributions. Such rules are published consistently with the provisions applicable to other communications addressed to shareholders and/or the market, making them publicly available with the market management company and through publication on the Company’s web site.

3. In addition to those duties and powers that may not be not delegated according to the law, the Board of Directors is exclusively responsible for carrying resolutions regarding the following:

- the general guiding of, as well as the adoption and amendment of, the Bank’s industrial, strategic and financial plans;



- the merger by incorporation of companies in the situations foreseen by Clause Article 2505 and 2505 (ii) of the Italian Civil Code;

- the demerger of companies in the situations foreseen by Clause Article 2506 (iii) of the Italian Civil Code;


- decisions as to which Directors, in addition to those indicated in these Articles of Association, may represent the Bank;

- the determination of criteria for the coordination and management of Group companies and the determination of criteria for compliance with Bank of Italy

- 28 -

requirements;

- risk management policies, as well as the evaluation of the functionality, efficiency and effectiveness of the internal audit system and the adequacy of the organisational, administrative and accounting set-up;

- the acquisition and sale of shareholdings, companies and/or businesses involving investments or divestments that exceed 5% of equity, as recorded in the last set of accounts approved by the Bank, and in any event the acquisition and sale of shareholdings that modify the composition of the Banking Group not included in the industrial, strategic and financial plans already approved by the Board of Directors, whilst the provisions of Clause 2361, second paragraph, of the Italian Civil Code continue to be duly observed;

- the resolutions concerning organization structures of the company and the related internal rules and regulations that shall be considered relevant, following the criteria established by the Board of Directors;


- the creation and organisation (with a view to creating, among other things, a structure for signing powers), in Italy and abroad, of sub-offices, agencies, outlets and representative offices, as well as their elimination;

- the appointment and revocation of General Managers, Deputy General Managers and other members of the Management Committee;

- the appointment of the head of the internal audit and compliance functions;

- the matters the determination of which is assigned to the exclusive competence of the Board of Directors in the rules of procedures provided for by the preceding paragraph 2.

4. The Directors report to the Statutory Board of Auditors on the activities undertaken by the Bank and its subsidiaries, as well as on those transactions effected by them that are of significant importance from an economic, financial and balance-sheet perspective, with specific attention being paid to those transactions that could potentially give rise to a conflict of interest. To this end, they provide the Statutory Board of Auditors, at least once every quarter, with reports received from the Bank’s relevant bodies and from subsidiaries that concern the activities and transactions in question, said

requirements;

- risk management policies, as well as the evaluation of the functionality, efficiency and effectiveness of the internal audit system and the adequacy of the organisational, administrative and accounting set-up;

- the acquisition and sale of shareholdings, companies and/or businesses involving investments or divestments that exceed 5% of equity, as recorded in the last set of accounts approved by the Bank, and in any event the acquisition and sale of shareholdings that modify the composition of the Banking Group not included in the industrial, strategic and financial plans already approved by the Board of Directors, whilst the provisions of Clause Article 2361, second paragraph, of the Italian Civil Code continue to be duly observed;

- the resolutions concerning organization structures of the company and the related internal rules and regulations that shall be considered relevant, following the criteria established by the Board of Directors;


- the creation and closing down organisation (with a view to creating, among other things, a structure for signing powers), in Italy and abroad, of secondary sub-offices, branches, however named, agencies, outlets and representative offices, as well as their elimination;

- the appointment and revocation of General Managers, Deputy General Managers and other Directors holding strategic responsibilities for the Bankmembers of the Management Committee;

- the appointment and revocation of the head of the internal audit function and the head of the compliance functions;

- the matters the determination of which is assigned to the exclusive competence of the Board of Directors in the rules of procedures provided for by the preceding paragraph 2.

4. The Directors report to the Statutory Board of Auditors on the activities undertaken by the Bank and its subsidiaries, as well as on those transactions effected by them that are of significant importance from an economic, financial and balance-sheet perspective, with specific attention being paid to those transactions that could potentially give rise to a conflict of interest. To this end, they provide the Statutory Board of Auditors, at least once every quarter, with reports received from the Bank’s relevant bodies and from subsidiaries that concern the activities and transactions in question, said

- 29 -

reports being prepared in accordance with the guidelines issued by the Directors themselves.

reports being prepared in accordance with the guidelines issued by the Directors themselves.

Clause 24

1. In order for Board resolutions to be valid, the presence of the majority of Directors in office at the time is required.

2. The resolutions of the Board are adopted with the majority of the votes of those who have expressed their votes, with the exclusion of those who abstained and, save for the resolutions referred to in the following paragraph 3, in case of equality of votes the Chairman will have a casting vote.

3. Resolutions concerning the adoption of, and amendments to, the rules of procedure, as well as those for which such qualified majority is required by the rules of procedure, shall be adopted with the favourable vote of 79% of the directors holding office with the exclusion of those who abstained. Any board resolution adopted in breach of the quorum provided for under this paragraph 3 and of the provisions of the Rules of Procedure pursuant to which certain decisions fall within the exclusive responsibility of the Board of Directors can be challenged pursuant to article 2388 of the Civil Code.

4. Voting takes place by way of an open vote, except where one third of the Directors present asks for voting to take place by way of a secret ballot.

5. Voting for the election of persons to executive positions is always carried out by using secret voting forms, except where votes are carried by unanimous acclamation.

Clause 24

1. In order for Board resolutions to be valid, the presence of the majority of Directors in office at the time is required.

2. The resolutions of the Board are adopted with the majority of the votes of those who have expressed their votes, with the exclusion of those who abstained; and, save for the resolutions referred to in the following paragraph 3, in case of equality of votes the Chairman will have a casting vote.

3. Resolutions concerning the adoption of, and amendments to, the rules of procedure, as well as those for which such qualified majority is required by the rules of procedure, shall be adopted with the favourable vote of 79% of the directors holding office with the exclusion of those who abstained. Any board resolution adopted in breach of the quorum provided for under this paragraph 3 and of the provisions of the Rules of Procedure pursuant to which certain decisions fall within the exclusive responsibility of the Board of Directors can be challenged pursuant to article 2388 of the Civil Code.

4. Voting takes place by way of an open vote, except where one third of the Directors present asks for voting to take place by way of a secret ballot.

5. Voting for the election of persons to executive positions is always carried out by using secret voting forms, except where votes are carried by unanimous acclamation.

Clause 25

1. Resolutions carried by the Board of Directors are verified by way of minutes recorded in the register provided for this specific purpose, which are signed by the Chairman of the meeting and the Secretary.

2. Copies of the minutes, signed and certified as valid and in conformity to requirements by the Chairman of the Board or by whoever deputises for him, constitute full evidence.

Clause 25

1. Resolutions carried by the Board of Directors are verified by way of minutes recorded in the register provided for this specific purpose, which are signed by the Chairman of the meeting and the Secretary.

2. Copies of the minutes, signed and certified as valid and in conformity to requirements by the Chairman of the Board or by whoever deputises for him, or by the Secretary, constitute full evidence.

Clause 26

1. The Directors are entitled to a reimbursement of those expenses incurred when performing their duties. The Board is also entitled to an annual fee, which shall be resolved upon by the Meeting and shall remain

Clause 26

1. The Directors are entitled to a reimbursement of those expenses incurred when performing their duties. The Board is also entitled to an annual fee, which shall be resolved upon by the Meeting and shall remain

- 30 -

unchanged until the Meeting subsequently decides otherwise.

2. The way in which the emoluments payable to the Board of Directors (as resolved upon by the Meeting) are distributed is established by way of a Board resolution. The Board of Directors may also, after hearing the opinions of the Statutory Board of Auditors, establish the remuneration of the Chairman, Deputy Chairmen and Managing Director provided for by Clause 2389, third paragraph, of the Italian Civil Code.

unchanged until the Meeting subsequently decides otherwise.

2. The way in which the emoluments payable to the Board of Directors (as resolved upon by the Meeting) are distributed is established by way of a Board resolution. The Board of Directors may also, after hearing the opinions of the Statutory Board of Auditors, establish the remuneration of the Chairman, Deputy Chairmen and Managing Director directors holding the specific roles provided for by Clause Article 2389, third paragraph, of the Italian Civil Code.

SECTION VI

Regarding Head Office

SECTION VI

Regarding Head Office

Clause 27

1. The Head Office is composed by General Managers, Deputy General Managers, members of the Management Committee, employees assigned to the Head Office and seconded subjects.

2. The Head Office guarantees, in accordance with the guidelines established by the Managing Director or – where not appointed – by the General Manager, the smooth running of the business and the correct execution of resolutions carried by the Board of Directors.

3. The Managing Director or – where not appointed – the General Manager determines the duties, powers and authorities of the Head Office in order to carry out the Bank’s ordinary transactions.

4. The Managing Directors, the General Managers, the Deputy General Managers and the members of the Management Committee are vested, as indicated in Clause 29 below including, without any specific powers needing to be delegated, with the following abilities:

a) to promote and support legal and administrative actions at any level of the law, including the exercising, remission and waiver of the right to proceed with a lawsuit, and to represent the Bank within every place of judicial, administrative and arbitration proceedings, including therefore in cassation and revocation proceedings and before the State Council, with the ability to reach agreements and to settle by compromise in arbitration proceedings, which may include friendly settlement arrangements;

Clause 27

1. The Head Office is composed by General Managers, Deputy General Managers, other Directors holding strategic responsibilities for the Bank members of the Management Committee, employees assigned to the Head Office and seconded subjects.

2. The Head Office guarantees, in accordance with the guidelines established by the Managing Director or – where not appointed – by the General Manager, the smooth running of the business and the correct execution of resolutions carried by the Board of Directors.

3. The Managing Director or – where not appointed – the General Manager determines the duties, powers and authorities of the Head Office in order to carry out the Bank’s ordinary transactions.

43. The Managing Directors, the General Managers, the Deputy General Managers and the other Directors holding strategic responsibilities for the Bankmembers of the Management Committee are directly vested, as indicated in Clause 29 below including, without any further specific powers needing to be delegated, with the following abilities, that can be exercised separately, to resolve the following decisions:

a) to promote and support legal and administrative actions, arbitration, appeasement and mediation proceedings, at any level of the law, including, for example, the exercising, remission and waiver of the right to proceed with a lawsuit, as well as the institution and the revocation of a civil action and to represent the Bank within every place of judicial, administrative, and arbitration and appeasement proceedings, before any authority and in any state, and at any level of the law, including therefore in cassation and revocation

- 31 -

b) to enable, possibly through the use of special agents, mortgages and liens to be registered, subrogated, reduced, postponed and cancelled, as well as to effect and cancel registrations and records of any kind, regardless of whether or not the loans to which these registrations, records and entries refer have been paid;

c) to effect any transaction whatsoever, including the collection and withdrawal of securities and other instruments, with the Bank of Italy, Bank for Deposits and Loans, the Public Debt Agency, and, in any event, any office of the Public Administration, with no exclusion, State-owned organisations, enterprises and companies or public bodies, and, furthermore, to carry out every measure pertaining to these transactions;

d) to issue special mandates for the execution of specific ordinary transactions and powers of attorney for litigation proceedings;

e) to vest employees or third parties, including individually, with the ability to represent the Bank, as shareholder or as the delegate of minority interests, at the General or Special Meetings of Shareholders of Italian or foreign companies, in conformity to prevailing laws.

The Managing Director or - where not appointed - the General Manager may delegate the above mentioned powers to the employees assigned to the Head Office or to the seconded subjects.

5. The Board of Directors has the ability to establish organisational structures and/or decision-making units, such as regional management offices, situated locally, to which the Managing Director or – where not appointed – the General Manager may delegate (availing itself of the Head Office if necessary) duties, powers and authorities, in addition to those indicated in Clause 28, for the management of Branches, determining the procedures by which they are to be exercised.

6. The Managing Director or – where not appointed – the

proceedings and before the State Council, with the ability to do the interrogation due pursuant to the law, to appease, to reach agreements and to settle by compromise in arbitration proceedings, which may include friendly settlement arrangements as well as to waive acts and actions;

b) to enable, possibly through the use of special agents, mortgages and liens to be registered, subrogated, reduced, postponed and cancelled, as well as to effect and cancel registrations and records of any kind, regardless of whether or not the loans to which these registrations, records and entries refer have been paid;

c) to effect any transaction whatsoever, including the collection and withdrawal of securities and other instruments, with any company or body, with the Bank of Italy, Bank for Deposits and Loans, the Public Debt Agency, and, in any event, any office of the Public Administration, with no exclusion, State-owned organisations, enterprises and companies or public bodies, and, furthermore, to carry out every measure pertaining to these transactions;

d) to issue special mandates for the execution of single actions and operations or specific types of actions and operations ordinary transactions and powers of attorney for litigation proceedings, as well as to appoint technical consultants and arbiters, assigning to them the appropriate powers and authorities;

e) to vest employees or third parties, including individually, with the ability to represent the Bank, as shareholder or as the delegate of minority interests, at the General or Special Meetings of Shareholders of Italian or foreign companies, in conformity to prevailing laws.

The Managing Director or - where not appointed - the General Manager, The empowered parties mentioned in this paragraph may delegate the above mentioned powers to the employees assigned to the Head Office or to the seconded subjects.

54. The Board of Directors has the ability to establish organisational structures and/or decision-making units of the Head Office, such as regional management offices, situated locally, to which the Managing Director or – where not appointed – the General Manager may delegate (availing itself of the Head Office if necessary) duties, powers and authorities, in addition to those indicated in Clause 28, for the management of Bbranches, however named, determining the procedures by which they are to be exercised.

65. The Managing Director or – where not appointed –

- 32 -

General Manager may delegate to the Management Teams of Branches (availing themselves of the Head Office and the structures referred to in the previous paragraph if necessary) duties, powers and authorities, in addition to those indicated in Clause 28, for the management of Branches, determining the procedures by which they are to be exercised.

the General Manager may delegate to the Management Teams of Bbranches, however named, (availing themselves of the Head Office and the structures referred to in the previous paragraph if necessary) duties, powers and authorities, in addition to those indicated in Clause 28, for the management of Bbranches, determining the procedures by which they are to be exercised.

Clause 28

1. The management of each Branch is entrusted to a Management Team, composed of the Executive Staff assigned to it or of persons on secondment to it. The Management Team, solely for the management of the Branch, is vested with the all the powers needed in order for ordinary transactions to be effected, said powers including the abilities referred to in points a) b) c) and d) of Clause 27 above and to be exercised by adopting the procedures set out in Clause 29 below.

Clause 28

1. The management of each Branch, is entrusted to a Management Team, composed of the Executive Staff assigned to it or of persons on secondment to it. The Management Team entrusted with the management of a branch, however named, solely for the such management of the Branch, is vested with the all the powers needed in order for ordinary transactions to be effected, said powers including the abilities referred to in points a) b) c) and d) of Clause 27 above and to be exercised, without the need for the specific granting of powers, by adopting the procedures set out in Clause 29 below.

SECTION VII

Regarding representation and signing powers

SECTION VII

Regarding representation and signing powers

Clause 29

1. Representation of the Bank (including procedural representation) and signing on behalf of the Bank are responsibilities assumed separately by the Chairman of the Board of Directors, the Deputy Chairmen, the Managing Director, the General Managers, and the Deputy General Managers, with said individuals vested with the ability to designate, be it a continuous basis or otherwise, employees of the Bank and persons on secondment to the Bank, as well as outside third parties, as representatives and special agents for the undertaking of single actions and operations or specific types of actions and operations and to appoint lawyers, technical consultants and arbiters, assigning to them the appropriate powers and authorities.

2. Procedural representation comprises the ability to initiate any action and measure to protect the Bank’s rights and interests, which may involve applying for warnings, precautionary measures and emergency actions, and exercising enforceable actions, within every place of judicial, administrative and arbitration proceedings, before any authority and in any state, and at any level of the law, with all the powers needed for such purposes, including the power to confer the necessary relative powers of attorney for litigation proceedings,

Clause 29

1. Representation of the Bank (including procedural representation) and signing on behalf of the Bank are responsibilities assumed separately by the Chairman of the Board of Directors, the Deputy Chairmen, the Managing Director, the General Managers, and the Deputy General Managers, with said individuals vested with the ability to designate, be it a continuous basis or otherwise, employees of the Bank and persons on secondment to the Bank, as well as outside third parties, as representatives and special agents for the undertaking of single actions and operations or specific types of actions and operations and to appoint lawyers, technical consultants and arbiters, assigning to them the appropriate powers and authorities.

2. Procedural representation comprises, for example, the ability to initiate and support any action and measure to protect the Bank’s rights and interests, which may involve applying for warnings, precautionary measures and emergency actions, and exercising enforceable actions, the exercising, remission and waiver of the right to proceed with a lawsuit, as well as the institution and the revocation of a civil action, within every place of judicial, administrative, and arbitration and appeasement proceedings, before any authority and in any state, and at

- 33 -

including general ones, and with every ability foreseen by law to waive acts and actions.

3. The following persons also have the ability to sign in the name of UniCredit:

a) for the Head Office and for all branches, agencies and representative offices: others members of the Management Committee if different to their mentioned in the paragraph 1 and the relevant Executive Staff vested with this ability;

b) for the Head Office Unit only: Managers and grade 2, 3 and 4 Assistant Managers assigned to the Head Office, as well as seconded subjects vested with this ability;

c) for individual branches, agencies, and representative offices: Managers and grade 2, 3 and 4 Assistant Managers assigned to them, as well as seconded subjects vested with this ability.

In order to be binding, documents issued for the Bank by representatives who have been authorised pursuant to the provisions of this paragraph must be signed jointly by two of the persons indicated, with the restriction however that grade 2 and 3 Assistant Managers may only sign with a grade 4 Assistant Manager or a Manager.

4. In order to facilitate the smooth running of operations, the Board of Directors may however authorise the joint signature of grade 2 and/or 3 Assistant Managers, as well as the sole signature of Managers, Assistant Managers, employees belonging to the third professional area and persons on secondment to the Company, for documents concerning ordinary business operations that shall be determined by the Board itself.

any level of the law, with all the powers needed for such purposes, including the power to confer the necessary relative powers of attorney for litigation proceedings, including general ones, to do the interrogation due pursuant to the law, and with every ability foreseen by law to appease, to reach agreements and to settle by compromise in arbitration proceedings, which may include friendly settlement arrangements as well as to waive acts and actions.

3. The following persons also have the ability to sign, pursuant to the preceding paragraphs, including for procedural representation, in the name of UniCredit S.p.A.:

a) for the Head Office and for all secondary offices, branches, however named, agencies and representative offices: the Directors with strategic responsibilities for the Bank others members of the Management Committee if different from those representatives indicated to their mentioned in the paragraph 1 and the other parties, included seconded persons, to whom this power has been granted relevant Executive Staff vested with this ability;

b) for the Head Office Unit only: Managers and grade 2, 3 and 4 Assistant Managers assigned to the Head Office, as well as seconded subjects vested with this ability;

c) for individual secondary offices, branches, however named, agencies, and representative offices: Managers and grade 2, 3 and 4 Assistant Managers assigned to them, as well as seconded subjects vested with this ability.

In order to be binding, documents issued for the Bank by representatives who have been authorised pursuant to the provisions of this paragraph must be signed jointly by two of the persons indicated, with the restriction however that grade 2 and 3 Assistant Managers may only sign with a grade 4 Assistant Manager or a Manager.

4. In order to facilitate the smooth running of operations, the Board of Directors may however authorise the joint signature of Company staff grade 2 and/or 3 Assistant Managers, as well as the sole signature of Managers, Assistant Managers, employees belonging to the third professional area and persons on secondment to the Company itself, including for procedural representation, jointly, but potentially singularly, for the types of for documents concerning ordinary business operations that shall be determined by the Board itself.

SECTION VIII

Regarding the Statutory Board of Auditors

SECTION VIII

Regarding the Statutory Board of Auditors

- 34 -

Clause 30

1. The General Meeting of Shareholders appoints five permanent Statutory Auditors, from whom it also elects the Chairman and two stand-in members.

2. Permanent and stand-in Statutory Auditors may be re-elected.

3. Pursuant to the provisions of prevailing legislation, at least two permanent auditors and one stand-in auditor must have been listed for at least three years in the Rolls of Accountants and have undertaken the legal auditing of accounts for a period of no less than three years. Any auditors who are not listed in the Rolls of Accountants must have gained at least three years’ total experience:

a) undertaking professional activities as a business accountant or lawyer, undertaken primarily in the banking, insurance and financial sectors;

b) teaching, at University level, subjects concerning - in the field of law – banking, commercial and/or fiscal law, as well as the running of financial markets and – in the field of business/finance – banking operations, business economics, accountancy, the running of the securities markets, the running of the financial and international markets and corporate finance;

c) performing managerial/executive duties within public organisations or offices of the Public Administration, as well as in the credit, financial or insurance sector, and the investment services sector and collective investment-management sector, both of which are defined in the Consolidation Act for Financial Intermediation no. 58 /1998.

4. Permanent and stand-in members of the Statutory Board of Auditors are appointed in keeping with lists in which candidates are listed by being given a progressive number.

5. The lists presented by shareholders, bearing the names of one or more candidates and who are to be listed with a progressive number, must be submitted to the Registered Office no later than on the twenty-fifth day prior to the date of the Meeting, and be made available to the public at the Registered Office, on the Company’s web site and through other channels provided for under prevailing

Clause 30

1. The General Meeting of Shareholders appoints five permanent Statutory Auditors, from whom it also elects appoints the Chairman and. Moreover it appoints two stand-in members Statutory Auditors.

2. Permanent and stand-in Statutory Auditors may be re-elected.

3. Pursuant to the provisions of prevailing legislation, at least two permanent auditors and one stand-in auditor must have been listed for at least three years in the Rolls of Accountants and have undertaken the legal auditing of accounts for a period of no less than three years. Any auditors who are not listed in the Rolls of Accountants must have gained at least three years’ total experience:

a) undertaking professional activities as a business accountant or lawyer, undertaken primarily in the banking, insurance and financial sectors;

b) teaching, at University level, subjects concerning - in the field of law – banking, commercial and/or fiscal law, as well as the running of financial markets and – in the field of business/finance – banking operations, business economics, accountancy, the running of the securities markets, the running of the financial and international markets and corporate finance;

c) performing managerial/executive duties within public organisations or offices of the Public Administration, as well as in the credit, financial or insurance sector, and the investment services sector and collective investment-management sector, both of which are defined in the Legislative Decree Consolidation Act for Financial Intermediation no. 58 of 24 February /1998.

4. Permanent and stand-in members of the Statutory Board of Auditors are appointed in keeping with lists in which candidates are listed by being given a progressive number; at least the first two candidates from each list for the position of permanent auditor and at least the first candidate from each list for the position of stand-in auditor must be listed in the Rolls of Accountants. No candidate may appear in more than one list, or shall otherwise be disqualified.

5. The lists presented by shareholders legitimate parties, bearing the names of one or more the candidates and who are to be listed with a progressive number, must be submitted to the Registered Office or the Head Office no later than on the twenty-fifth day prior to the date of the Meeting, and be made available to the public at the Registered Office, on the Company’s web site and

- 35 -

laws, at least twenty-one days prior to the date of the Meeting, by sufficient shareholders to represent, at the time the lists are presented, at least 0.5% of ordinary share capital bearing voting rights for the General Meeting of Shareholders. Minority shareholders who have no connecting relationship with the shareholders concerned shall continue to have the option to take advantage of an extension in the deadline to present lists in those instances and using those procedures specified by current regulatory and other provisions.

6. The ownership of the minimum number of shares required for filing lists is calculated with regard to the shares registered to each individual shareholder, or to multiple shareholders combined, on the day on which the lists are submitted to the Company. In order to substantiate the ownership of the number of shares necessary for filing lists, shareholders must produce the relevant certification during or after the time that the lists are filed provided that this occurs prior to the deadline for when the Company must make the lists public.

7. Along with the lists presented by shareholders, the latter must also submit the following within the deadline indicated in paragraph 5 above:

- the information regarding the shareholders that presented the list, indicating the percentage of the total equity investment held;

- complete information on the personal and professional characteristics of the candidates indicated on the list;

- statements whereby the individual candidates irrevocably accept the position (subject to their appointment) and attest, under their responsibility, that there are no reasons for their ineligibility and incompatibility, and that they meet the experience, integrity and independence requirements provided for by current regulatory and other provisions and by these Articles of Association.


8. The lists for the appointment of members of the Statutory Board of Auditors are split into two sub-lists, which contain respectively five candidates for the position of permanent auditor and two candidates for the position of stand-in auditor; at least the first two

through other channels provided for under prevailing laws, at least twenty-one days prior to the date of the Meeting, by sufficient shareholders legitimate parties to represent, at the time the lists are presented, at least 0.5% of ordinary share capital bearing voting rights for the General Meeting of Shareholders. Minority shareholders who have no connecting relationship with the shareholders concerned shall continue to have the option to take advantage of an extension in the deadline to present lists in those instances and using those procedures specified by current regulatory and other provisions

6. The ownership of the minimum number of shares required for filing lists is calculated with regard to the shares registered to each individual shareholder, or to multiple shareholders combined, on the day on which the lists are submitted to the Company. In order to substantiate the Oownership of the number of shares necessary for filing lists, shareholders must produce the relevant certification must be proven in accordance with the prevailing laws; such proof can even be submitted to the Company during or after the time that when the lists are filed provided that this occurs prior to the deadline for when the Company must make the lists public.

7. Along with the lists presented by shareholders legitimate parties, the latter must also submit the following within the deadline indicated in paragraph 5 above:

- the information regarding the shareholders those that presented the list, indicating the percentage of the total equity investment held;

- complete information on the personal and professional characteristics of the candidates indicated on the list;

- statements whereby the individual candidates irrevocably accept the position (subject to their appointment) and attest, under their responsibility, that there are no reasons for their ineligibility and incompatibility, and that they meet the experience, integrity and independence requirements provided for by current regulatory and other provisions and by these Articles of Association.


8. The lists for the appointment of members of the Statutory Board of Auditors are split into two sub-lists, which contain respectively up to five candidates for the position of permanent auditor and up to two candidates for the position of stand-in auditor; at least the first two

- 36 -

candidates from each list for the position of permanent auditor and at least the first candidate from each list for the position of stand-in auditor must be listed in the Rolls of Accountants. No candidate may appear in more than one list, or shall otherwise be disqualified.

9. Every person entitled to vote may vote in respect of one list only.

10. With regard to the appointment of permanent auditors, the votes obtained by each list are subsequently divided by one, two, three, four and five. The ratios thus obtained are allocated progressively to the candidates in the first sub-list of each list in the order foreseen by the list concerned, and are arranged in just the one schedule in descending order. Except where provided for otherwise in the next paragraph, those obtaining the highest ratios are elected as permanent auditors.

11. Given the above, whenever four or more candidates obtaining the highest ratios belong to the same list, the first three shall be elected, while the fourth and fifth shall be those who obtain the highest ratios out of those belonging to the lists of minority.

12. The candidate who has obtained the highest share of votes among the candidates belonging to the list that obtained the highest number of votes among the minority lists, as defined by the current provisions (also regulatory) in force, shall be elected by the Shareholders’ Meeting as Chairman of the Board of Statutory Auditors. In case of a tie between lists, the candidate from the list presented by the shareholders with a larger stake or, subordinately, by the higher number of shareholders, shall be elected Chairman of the Board of Statutory Auditors. In case of a further tie, the more senior candidate in terms of age shall be appointed Chairman. If the Chairman has not been elected on the basis of the above mentioned criteria, the Shareholders’ meeting shall appoint directly with relative majority.

13. With regard to the appointment of stand-in auditors, the votes obtained by each list are subsequently divided by one and two. The ratios thus obtained are allocated progressively to the candidates in the first sub-list of each list in the order foreseen by the list concerned, and are arranged in just the one schedule in descending order. Except where provided for otherwise in the next paragraph, those obtaining the highest ratios are elected.

14. Whenever the two candidates to obtain the highest ratios belong to the same list, the one with the highest ratio shall be elected, while the second one shall the candidate who obtains the highest ratio out of those

candidates from each list for the position of permanent auditor and at least the first candidate from each list for the position of stand-in auditor must be listed in the Rolls of Accountants. No candidate may appear in more than one list, or shall otherwise be disqualified.

9. Every person entitled to vote may vote in respect of one list only.

10. With regard to the appointment of permanent auditors, the votes obtained by each list are subsequently divided by one, two, three, four and five. The ratios thus obtained are allocated progressively to the candidates in the first sub-list of each list in the order foreseen by the list concerned, and are arranged in just the one schedule in descending order. Except where provided for otherwise in the next paragraph, those obtaining the highest ratios are elected as permanent auditors.

11. Given the above, whenever four or more candidates obtaining the highest ratios belong to the same list, the first three shall be elected, while the fourth and fifth shall be those who obtain the highest ratios out of those belonging to the lists of minority.

12. The candidate who has obtained the highest share of votes among the candidates belonging to the list that obtained the highest number of votes among the minority lists, as defined by the current provisions (also regulatory) in force, shall be elected by the Shareholders’ Meeting as Chairman of the Board of Statutory Auditors. In case of a tie between lists, the candidate from the list presented by the shareholders legitimate parties with a larger stake or, subordinately, by the higher number of shareholders parties, shall be elected Chairman of the Board of Statutory Auditors. In case of a further tie, the more senior candidate in terms of age shall be appointed Chairman. If the Chairman has not been elected on the basis of the above mentioned criteria, the Shareholders’ Mmeeting shall appoint directly with relative majority.

13. With regard to the appointment of stand-in auditors, the votes obtained by each list are subsequently divided by one and two. The ratios thus obtained are allocated progressively to the candidates in the first sub-list of each list in the order foreseen by the list concerned, and are arranged in just the one schedule in descending order. Except where provided for otherwise in the next paragraph, those obtaining the highest ratios are elected.

14. Whenever the two candidates to obtain the highest ratios belong to the same list, the one with the highest ratio shall be elected, while the second one shall the candidate who obtains the highest ratio out of those

- 37 -

belonging to the other lists.

15. In the event of two or more ratios being level for the position of the last permanent auditor and/or the last stand-in auditor, the candidate from the list that has obtained the highest number of votes shall take priority – and if the number votes are equal, the oldest candidate shall then take priority – unless this list has already indicated three permanent auditors or the other stand-in auditor; in the event of this happening, the candidate from the list bearing the next lowest number of votes shall take priority.

16. If in accordance with the deadlines and procedures set forth in the previous paragraphs only one list, or no list, has been presented, the Meeting shall pass a resolution by the necessary majority of the shareholders present. If there is a tie vote between several candidates, a run-off election shall be held between them with a further vote of the Meeting.

17. In the event of a permanent auditor dying or leaving office or where his term in office is lapsed or he is not available for any other reason, he shall be replaced by the stand-in auditor on the same list indicated by the outgoing auditor. If this is not possible, the departing auditor shall be replaced by the candidate who eventually obtains the highest ratio of those not elected from the list indicated by the outgoing auditor or, in the event of an auditor appointed by the minorities departing, from the minority lists receiving the highest votes. Where auditors are not appointed by the list-based system, the stand-in auditor provided for by legal provisions shall take over. Where the appointment of this auditor to the position of permanent auditor is not confirmed by the next Meeting, he shall return to his position of stand-in auditor.

18. For issues relating to the duties, powers and authorities assigned to Statutory Auditors, the determination of their remuneration and the length of their term in office, the prevailing laws shall apply.

19. In order to properly perform its tasks, and in particular to fulfill its obligation to promptly inform the Bank of Italy, and where provided, other supervisory authorities of irregularities in the management of the bank or violations of the law, the Statutory Board of Auditors is vested with all the powers provided for by prevailing laws and regulations.

20. In particular, the Statutory Board of Auditors oversees compliance with laws, regulations and articles

belonging to the other lists.

15. In the event of two or more ratios being level for the position of the last permanent auditor and/or the last stand-in auditor, the candidate from the list that has obtained the highest number of votes shall take priority – and if the number votes are equal, the oldest candidate shall then take priority – unless this list has already indicated three permanent auditors or the other stand-in auditor; in the event of this happening, the candidate from the list bearing the next lowest number of votes shall take priority.

16. If in accordance with the deadlines and procedures set forth in the previous paragraphs only one list, or no list, has been presented, or the lists do not contain the required number of candidates to be elected, the Meeting shall pass a resolution for appointment or addition by the relative necessary majority of the shareholders present. If there is a tie vote between several candidates, a run-off election shall be held between them with a further vote of the Meeting.

17. In the event of a permanent auditor dying or leaving office or where his term in office is lapsed or he is not available for any other reason, he shall be replaced by the stand-in auditor on the same list indicated by the outgoing auditor. If this is not possible, the departing auditor shall be replaced by the candidate who eventually obtains the highest ratio of those not elected from the list indicated by the outgoing auditor or, in the event of an auditor appointed by the minorities departing, from the minority lists receiving the highest votes. Where auditors are not appointed by the list-based system, the stand-in auditor provided for by legal provisions shall take over. Where the appointment of this auditor to the position of permanent auditor is not confirmed by the next Meeting, he shall return to his position of stand-in auditor.

18. For issues relating to the duties, powers and authorities assigned to Statutory Auditors, the determination of their remuneration and the length of their term in office, the prevailing laws shall apply.

19. In order to properly perform its tasks, and in particular to fulfill its obligation to promptly inform the Bank of Italy, and where provided, other supervisory authorities of irregularities in the management of the bank or violations of the law, the Statutory Board of Auditors is vested with all the powers provided for by prevailing laws and regulations.

20. In particular, Tthe Statutory Board of Auditors performs the roles and functions required of it by the

- 38 -

of association, the proper management and the adequacy of the organisational and accounting set-up of the bank and of the risk management and control, as well as the functionality of the total internal audit system.

21. Statutory Auditors may assume administration and control positions within other companies within the limits established by regulatory and other provisions.

22. The Statutory Board of Auditors is properly formed when the majority of Statutory Auditors are present, with resolutions being carried as per the outright majority of votes cast by those present. In the event of a tie, the vote of the Chairman shall prevail.

23. Whenever the Chairman of Statutory Board of Auditors deems it opportune, meetings of the Statutory Board of Auditors may be held by using means of telecommunication, providing that each of the attendees may be identified by all the others and that each of the attendees is in a position to intervene real time during the discussion of the topics being examined, as well as receive, transmit and view documents. Once the fulfilment of these prerequisites has been verified, the meeting of the Statutory Board of Auditors is considered held in the place where the Chairman is located.

prevailing laws. In particular, it oversees compliance with laws, regulations and articles of association, the proper management and the adequacy of the organisational and accounting set-up of the Bbank and of the risk management and control, as well as the functionality of the total internal audit system, of the external auditing of the accounts and the consolidated accounts, of the independence of the external audit firm and on the information process regarding to financial data.

21. Statutory Auditors may assume administration and control positions within other Ccompanies within the limits established by regulatory and other provisions.

22. The Statutory Board of Auditors is properly formed when the majority of Statutory Auditors are present, with resolutions being carried as per the outright majority of votes cast by those present. In the event of a tie, the vote of the Chairman shall prevail.

23. Whenever the Chairman of Statutory Board of Auditors deems it opportune, meetings of the Statutory Board of Auditors may be held by using means of telecommunication, providing that each of the attendees may be identified by all the others and that each of the attendees is in a position to intervene real time during the discussion of the topics being examined, as well as receive, transmit and view documents. Once the fulfilment of these prerequisites has been verified, the meeting of the Statutory Board of Auditors is considered held in the place where the Chairman is located.

SECTION IX

Regarding the accounts, dividend and reserve fund

SECTION IX

Regarding the accounts, dividend and reserve fund

Clause 31

1. The Bank’s operating year ends on 31 December of every year.

2. At the end of every operating year, the Board of Directors sees to the formation of the Bank’s accounts..

Clause 31

Unchanged Text

Clause 32

1. The net profit reported in the accounts is allocated as follows:

a) no less than 10% to the reserve; when the reserve is at the maximum level foreseen by legal provisions, said profit is allocated with priority to the savings shares, at the level set out in point b) below;

b) the savings shares are allocated up to five per cent of

Clause 32

1. The net profit reported in the accounts is allocated as follows:

a) no less than 10% to the reserve; when the reserve is at the maximum level foreseen by legal provisions, said profit is allocated with priority to the savings shares, at the level set out in point b) below;

b) the savings shares are allocated up to five per cent of

- 39 -

their nominal value; when, in any given operating year, the savings shares are allocated a dividend of less than five per cent of their nominal value, the difference is added to the preferential dividend for the next two years; any earnings that remain after allocating the above dividend to the savings shares are distributed among all shares, in such a way that the savings shares are assigned a higher global dividend that due to ordinary shares, at a level equal to three per cent of the share’s nominal value;

c) whilst the above provisions regarding the higher overall dividend due to savings shares shall continue to be observed, the ordinary shares are allocated up to five per cent of their nominal value;

d) any earnings that remain, and in respect of whose distribution the Meeting of Shareholders carries a resolution, are distributed among shares in addition to the allocations referred to in points b) and c) above;

e) the Meeting of Shareholders resolves upon the distribution of any undistributed earnings, further to a proposal from the Board of Directors.

2. The Meeting of Shareholders, further to a proposal from the Board of Directors, may also resolve upon the formation and increase of reserves of an extraordinary and special nature, which are to be sourced from net profit before or after the allocations referred to in points c), d) and e) above.

3. The Meeting of Shareholders, further to a proposal from the Board of Directors, may establish a global annual amount – of no more than 1% of net profit, and in any event of no more then Euro 10 million – that is to be allocated to projects of a social, welfare and/or cultural nature, with any such donations to be made as per the judgment of the Board of Directors.

4. The Bank may resolve upon the distribution of advance dividend payments in those situations, by those procedures and within those limits permitted by prevailing laws.

their nominal value; when, in any given operating year, the savings shares are allocated a dividend of less than five per cent of their nominal value, the difference is added to the preferential dividend for the next two years; any earnings that remain after allocating the above dividend to the savings shares are distributed among all shares, in such a way that the savings shares are assigned a higher global dividend that due to ordinary shares, at a level equal to three per cent of the share’s nominal value;

c) whilst the above provisions regarding the higher overall dividend due to savings shares shall continue to be observed, the ordinary shares are allocated up to five per cent of their nominal value;

d) any earnings that remain, and in respect of whose distribution the Meeting of Shareholders carries a resolution, are distributed among shares in addition to the allocations referred to in points b) and c) above;

e) the Meeting of Shareholders resolves upon the distribution of any undistributed earnings, further to a proposal from the Board of Directors.

2. The Meeting of Shareholders, further to a proposal from the Board of Directors, may also resolve upon the formation and increase of reserves of an extraordinary and special nature, which are to be sourced from net profit before or after the allocations referred to in points c), d) and e) above.

3. The Meeting of Shareholders, further to a proposal from the Board of Directors, may allocate a portion of the establish a global annual amount – of no more than 1% of net profit, and in any event of no more then Euro 10 million – that is to be allocated to projects of a social, welfare and/or cultural nature, with any such donations to be made as per the judgment of the Board of Directors.

4. The Bank may resolve upon the distribution of advance dividend payments in those situations, by those procedures and within those limits permitted by prevailing laws.

SECTION X

Regarding withdrawal

SECTION X

Regarding withdrawal

Clause 33

1. The right of withdrawal is regulated by the law, on the understanding that shareholders that have not been involved in the approval of resolutions regarding the extension of the Bank’s duration or the introduction or removal of restrictions imposed upon the circulation of

Clause 33

Unchanged Text

- 40 -

shares may not exercise the right of withdrawal.

SECTION XI

Regarding Manager charged with preparing a company's financial reports

SECTION XI

Regarding Manager charged with preparing a company's financial reports

Clause 34

1. The Board of Directors shall, subject to the mandatory opinion of the Board of Statutory Auditors, appoint a manager, for a period of up to three years, in charge of preparing company's financial reports for the performance of the duties assigned to such manager under current laws, and shall establish his powers, qualifications and compensation.

2. The manager in charge of preparing the company's financial reports shall be selected by the Board of Directors from the Bank’s managers who meet all the following qualifications:

a) a degree (or equivalent) in business or finance obtained in Italy or abroad;

b) at least three years experience as a manager of an in-house area dedicated to the preparation of accounts or as a Chief Financial Officer in an Italian or foreign listed limited company (or equivalent) including UniCredit and its subsidiaries;

c) assignment at the time of the appointment in a management or more senior position.

3. The board of directors shall ensure that the manager in charge of the preparation of company's financial reports has the appropriate powers and means to carry out the duties assigned to him under current laws and to properly comply with administrative and accounting procedures.

4. In the performance of his duties, the manager in charge of preparing company's financial reports may avail himself of collaboration provided by all areas of the UniCredit Group.

5. The manager in charge shall make all attestations and declarations that he is required to make in accordance with current laws including in conjunction with delegated bodies as required.

Clause 34

Unchanged Text

-1-

EXTRAORDINARY SHAREHOLDERS' MEETING

DIRECTORS' REPORT

2011 GROUP EXECUTIVE INCENTIVE SYSTEM

SHARE PLAN FOR TALENTS AND OTHER MISSION CRITICAL PLAYERS

• Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions for a maximum period of five years starting from the date of the shareholders' resolution, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of € 103,000,000 corresponding to up to 206,000,000 UniCredit ordinary shares of par value € 0.50 each, to be granted to the Personnel of the Holding Company and of Group banks and companies, who hold positions of particular importance for the purposes of achieving the Group's overall objectives; consequent amendments to the articles of association.

Dear Shareholders,

We have called you in extraordinary session to submit for your approval the proposal to delegate authority to the Board of Directors, pursuant to section 2443 of the Italian Civil Code, to increase the share capital under Sect. 2349 of the Civil Code (granting of free shares to employees of UniCredit Group) in implementation of the “2011 Group Executive Incentive System” and the “Share Plan for Talents and other Group Key Resources” submitted to the approval of today's ordinary session of the shareholders' meeting. We are also submitting for your approval the consequent amendments required to the articles of association.

Considering the indications recently issued by Bank of Italy and the direction set by the European Directive CRD III (Capital Requirements Directive) and by CEBS (Committee of European Banking Supervisors) guidelines, it is deemed appropriate to implement compensation systems based on financial instruments in order to align shareholder and management interests, reward long term value creation, share price appreciation and motivate and retain key Group resources.

In this context, 2011 Group Compensation Systems have been submitted to the approval of today’s ordinary session of the shareholders' meeting and in particular the following plans as summarised below, the purpose and implementation criteria of which are described in the directors' report on the Plan approved by today's shareholders' meeting in ordinary session. Please also note that for information purposes a document set up pursuant to Section 84-bis of the Consob Regulation no. 11971/99 has been published according to the terms of law.

-2-

1. 2011 GROUP EXECUTIVE INCENTIVE SYSTEM

The 2011 Group Executive incentive system (the “Group Executive Plan”) aims to incentive, motivate and retain Group Executives, including the Chief Executive Officer (CEO), General Manager (GM), Deputy General Manager (DGM), Senior Executive Vice Presidents (SEVP) (currently 19 people), Executive Vice Presidents (EVP) and other risk takers (currently circa 160 people), Senior Vice Presidents (SVP) (circa 470 people) and other roles impacting market, credit or liquidity risks with an incentive higher than € 100,000 (currently circa 360 people).

To each beneficiary achieving individual goals defined for 2011, an overall incentive shall be payable over a 4-year period (2012-2015) on the basis of a multi-perspective Performance Screen assessment of operational & sustainability drivers. Incentive payouts shall be made in 4 installments in a balanced mix of “upfront” (following the moment of performance evaluation) and deferred payouts, in cash and shares, subject to continuous employment at each date of grant and as follows:

2012 2013 2014 2015 Cash Cash Shares Shares

CEO, GM, DGM, SEVP, EVP and other risk takers1

25% 25% 25% 25%

SVP and other selected roles2 40% 20% 20% 20%

The number of shares to be allocated in the 3rd and 4th installments shall be defined in 2012, considering the arithmetic mean of the official market price of UniCredit ordinary shares during the month preceding the Board resolution that approves 2011 financial results.

2. SHARE PLAN FOR TALENTS AND OTHER MISSION CRITICAL PLAYERS

The Share Plan for Talents & other Mission Critical Players (“Group Key Resources Plan”) aims to attract and / or retain strategic resources and to align beneficiaries and shareholder interests, rewarding long term value creation and share price appreciation. The Plan provides for allocations of UniCredit free ordinary shares in 3 equal installments over a 3 year period; each allocation shall be subject to being in employment at the moment allocations are due and to the application of the Zero Factor, based on Group3 profitability, solidity and liquidity results each year as well as the absence of individual compliance/value breach. Group Key Resources Plan beneficiaries shall be circa 1,100 employees

1 Employees materially impacting market, credit, liquidity risk at Group level and with an incentive higher than € 500,000 2 Employees impacting market, credit, liquidity risks with incentive exceeding €100,000: the upfront cash quota shall not exceed €150,000 and the deferred quota in shares shall be in 3 equal installments 3 And/or Group Companies in presence of any specific local applicable regulations

-3-

identified by the Board among the talents and other mission critical players for the achievement of company results.

The overall number of shares is defined considering the arithmetic mean of the official market price of UniCredit ordinary shares during the month preceding the Board resolution that formulates the promise to grant the shares.

The Board of Directors shall, during the formulation of allocations, establish the percentages of shares attributable to each installment as well as the consequences of employees termination of employment upon the Plan.

Considering the number of beneficiaries and the total number of financial instruments to be allocated, the optimal method identified to service the Group Executive Plan and the Group Key Resources Plan is the deliberation – on one or more occasions – by the Board of Directors upon power of attorney delegated by this shareholders’ meeting under art.2443 of the Italian Civil Code, of:

1) a free capital increase, as allowed by section 2349 of the Italian Civil Code, within five years of the date of the shareholders’ resolution, for a maximum nominal amount of € 103,000,000 corresponding to up to 206,000,000 UniCredit ordinary shares each on € 0.50 nominal value, to be granted to employees of the Holding Company and of Group banks and companies. Such an increase in capital would be carried out using the special reserve known as "Provisions Linked to the Medium Term Incentive System for Group Employees" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

Should the aforementioned delegation of power of attorney be exercised to its maximum amount, the newly issued shares would represent 1.06% of existing share capital.

Dear Shareholders,

In relation to the above, considering as approved by today’s ordinary shareholders’ meeting the adoption of the Group Executive Plan and the Group Key Resources Plan, you are invited to approve the following resolutions:

Having heard the directors' report, the extraordinary shareholders' meeting of UniCredit S.p.A.

-4-

RESOLVES

1. to grant the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, the authority to resolve - on one or more occasions for a maximum period of five years - to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of € 103,000,000 corresponding to up to 206,000,000 ordinary shares of par value € 0.50 each, to be granted to employees of UniCredit S.p.A. and of Group banks and companies, who hold positions of particular importance for the purposes of achieving the Group's overall objectives in execution of the Plans for UniCredit Group employees approved by today’s Ordinary Meeting. Such an increase in capital shall be carried out using the special reserve known as "Provisions Linked to the Medium Term Incentive System for Group Employees" set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations;

2. further to the resolution passed in paragraph 1, to insert the following paragraph as the new paragraph 15 of article 6 of the articles of association – considering as approved by today’s extraordinary shareholders’ meeting the changes to article 6 of the articles of association as per today’s deliberation according to the proposal presented to the shareholders:

"15. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years starting from the shareholders' resolution dated _________ 2011, to carry out a free capital increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal amount of € 103,000,000 corresponding to up to 206,000,000 ordinary shares of par value € 0.50 each, to be granted to employees of UniCredit S.p.A. and of Group banks and companies.", with consequent renumbering of the existing following paragraphs of article 6;

3. to delegate to the Board of Directors all the necessary powers for issuing the new shares, and for making the related amendments to article 5 of the articles of association relating to the new amount of share capital;

4. give to the Chairman and/or to the Chief Executive Officer, respectively, every opportune powers of attorney to:

(i) provide for implementing the above resolutions under terms of law;

(ii) accept or adopt all amendments and additions (not changing substantially the content of the resolutions) which should be necessary for registration at the Register of Companies;

(iii) proceed with the deposit and registration, under terms of law, with explicit and advanced approval and ratification

-5-

(iv) adopt any other measure that might be necessary to enact the present deliberations including the power to renumber as appropriate the aforementioned paragraphs as per item 2 should today’s extraordinary session of the shareholders’ meeting not have approved the changes mentioned under the same item 2.

-1-

EXTRAORDINARY SHAREHOLDERS' MEETING

DIRECTORS' REPORT

2011 PERFORMANCE STOCK OPTION PLAN FOR GROUP SENIOR EXECUTIVES

• Delegation to the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, of the power of attorney to resolve, on one or more occasions for a maximum period of five years starting from the date of the shareholders' resolution, to carry out a financed capital increase with exclusion of option right, as allowed by section 2441.8 of the Italian Civil Code, for a maximum nominal amount of € 34,000,000 to service the exercise of options to subscribe to up 68,000,000 ordinary shares in UniCredit of par value € 0.50 each, to be granted to the Personnel of the Holding Company and of Group banks and companies, who hold positions of particular importance for the purposes of achieving the Group's overall objectives; subsequent amendments to the articles of association.

Dear Shareholders,

We have called you in extraordinary session to submit for your approval the proposal to delegate power of attorney to the Board of Directors, pursuant to section 2443 of the Italian Civil Code, to increase the share capital under Sect. 2441.8, of the Civil Code (financed capital increase with exclusion of option rights, reserved to UniCredit employees) in implementation of the Performance Stock Option Plan for Group Senior Executives (“Group Senior Executives Plan”) submitted to the approval of today's ordinary session of the shareholders' meeting. We are also submitting for your approval the subsequent amendments to the articles of association.

Considering the indications recently issued by Bank of Italy and the direction set by the European Directive CRD III (Capital Requirements Directive) and by CEBS (Committee of European Banking Supervisors) guidelines, it is deemed appropriate to implement compensation systems based on financial instruments in order to align shareholder and management interests, reward long term value creation, share price appreciation and motivate and retain key Group resources.

In this context, the 2011 Group Senior Executives Plan has been submitted to the approval of today’s ordinary session of the shareholders' meeting as summarised below, the purpose and implementation criteria of which are described in the directors' report submitted to the approval of today's shareholders' meeting in ordinary session. Please also note that for information purposes a document set up pursuant to Section 84-bis of the Consob Regulation no. 11971/99 has been published under the terms of law.

-2-

Group Senior Executives Plan beneficiaries are the CEO, GM, DGM and SEVPs (with the exclusion, in line with regulatory requirements for Heads of control functions, of the Head of Audit and Head of Legal & Compliance) and EVP.

It is intended to effect the allocation to the above mentioned beneficiaries of performance stock options exercisable following the verification of achievements on performance objectives set by the Board of Directors. The characteristics of these financial instruments are summarized as follows:

(a) the performance stock options shall be exercisable as of the year following the reference period (2012-2015) and until December 31st 2022 – unless otherwise established by the Board of Directors in case of a public bid involving the purchase and exchange of UniCredit shares - subject to the achievement of performance conditions set by the Board of Directors and subsequently verified following the end of the last year of the reference period

(b) the performance indicators of the Plan are:

• Relative Total Shareholder Return (rTSR) over the reference period, measuring the full reward on shareholder investment (considering capital gain & dividends) relative to peers. The “Peer Group” will consist of those companies in the European Stoxx Banking Sector Index as at the last business day of the performance period with a market capitalization higher than the median level of the companies included in the index. Any company which at any time in the 30 days before the end of the reference period is the subject of a proposed transaction which could lead to a takeover, will be excluded from the Comparator Group;

• Group Economic Profit (EP) calculated as the difference between Net Operating Profit After Tax and the product between Allocated Capital and Cost of Equity;

• the exercise of the maximum number of stock options granted is provided for in case the performance of Group 2012-2015 Economic Profit (EP) is higher than the cumulative planned target and positioning of the relative Total Shareholder Return (rTSR) 2012-2015 is higher or equal to third quartile of the reference peer group. No stock options will be exercisable in case of rTSR positioning below the median and EP lower than the target set;

(c) in the above mentioned period, the Board of Directors may establish one or more periods of exercise of performance stock options;

(d) the Board of Directors shall determine the exercise price of the performance stock options which shall be given by the arithmetic mean of the official market price of UniCredit ordinary shares during the month preceding the Board resolution;

-3-

The performance stock options will be nominative ‘titles’ and not transferable: the terms and conditions under which the right to exercise the performance stock options will lapse, will be set by the Board in the resolution to execute the Group Senior Executives Plan;

Considering the number of beneficiaries and the total number of financial instruments to be allocated, the optimal method identified to service the Group Senior Executives Plan is the resolution – on one or more occasions – by the Board of Directors upon power of attorney delegated by this Shareholders’ Meeting under art.2443 of the Italian Civil Code, of:

1) a share capital increase, with the exclusion of rights, as allowed by section 2441.8 of the Italian Civil Code, within five years of the date of the shareholders’ resolution, to service the exercise of performance stock options, to reserve to employees of the Holding Company and of Group banks and companies for subscription of to up to 68,000,000 UniCredit ordinary shares, ordinary shares each of € 0,50 nominal value for a maximum nominal amount of € 34,000,000

If the above authority is exercised for its maximum amount, the newly issued shares would represent 0.35% of existing share capital, considering the exercise of all performance stock options granted, this fact amongst others, allows this meeting to grant the authority in question, if deemed opportune, in accordance with the voting majorities required by current statutory and regulatory provisions (section 134.2 of Decree 58/98).

Dear Shareholders,

In relation to the above, considering as approved by today’s Ordinary Shareholders’ Meeting the adoption of the Group Senior Executives Plan, you are invited to approve the following resolutions:

Having heard the directors' report, the extraordinary shareholders' meeting of UniCredit S.p.A.

RESOLVES

1. to grant the Board of Directors, under the provisions of section 2443 of the Italian Civil Code, the power of attorney to resolve, on one or more occasions for a maximum period of five years from the date of the shareholders' resolution, to increase share capital, with the exclusion of rights, as allowed by section 2441.8 of the Italian Civil Code, to service the exercise of options issued by the Board of Directors to subscribe to a maximum number of 68,000,000 ordinary shares,

-4-

corresponding to a maximum nominal amount of € 34,000,000, to be reserved for the Personnel of UniCredit S.p.A. and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives. The resolutions of the Board of Directors shall specify that if the sole increase or individual partial increases approved are subscribed, then share capital will be treated as having been increased by the amount corresponding to the respective subscriptions received. Since such capital increases serve to implement the Group Senior Executives Plan of UniCredit Group approved by today’s Ordinary Meeting, in turn designed to reward the achievement of performance targets set, the unit price of the shares being issued shall be equal to the arithmetic mean price of UniCredit S.p.A. shares reported in the month before the related Board resolution, bearing in mind the rules on the taxation of employment income tax applicable from time to time. The performance stock options shall be registered, non-transferable securities; the Holding Company's Board of Directors shall establish the terms of forfeiture of the right to exercise performance stock options in case of employee death or termination of employment. The Board of Directors will be able to decide one or more periods in which the options may be exercised as of the year following the reference period (2012-2015) and until 31 December 2022, subject to the achievement of performance conditions set by the Board of Directors and subsequently verified at the end of the reference period.

2. further to the resolution passed in paragraph 1, to insert the following paragraph as the new paragraph 16 of article 6 of the articles of association – considering as approved by today’s extraordinary shareholders’ meeting the changes to article 6 of the articles of association as per today’s resolution according to the proposal presented to the shareholders:

"16. The Board of Directors has the power, under the provisions of section 2443 of the Italian Civil Code, to resolve, on one or more occasions for a maximum period of five years from the shareholders' resolution dated _________ 2011, to carry out a financed capital increase with exclusion of option rights, as allowed by section 2441.8 of the Italian Civil Code, to service the exercise of rights to be issued by Board of Directors for the subscription of a maximum nominal amount of 68,000,000 ordinary shares corresponding to a maximum nominal amount of € 34,000,000, to be granted to employees of UniCredit S.p.A. and of Group banks and companies who hold positions of particular importance for the purposes of achieving the Group's overall objectives.”, with consequent renumbering of the existing following paragraphs of article 6;

3. to delegate to the Board of Directors all the necessary powers concerning the allocation of subscription rights and the subsequent issuance of new shares, and for making the related amendments to article 5 of the articles of association relating to the new amount of share capital;

4. give to the Chairman and/or to the Chief Executive Officer, respectively, every opportune power of attorney to:

-5-

a. provide for implementing the above resolutions under terms of law;

b. accept or adopt all amendments and additions (not changing substantially the content of the resolutions) which should be necessary for registration at the Register of Companies;

c. proceed with the deposit and registration, under terms of law, with explicit and advanced approval and ratification

d. adopt any other measure that might be necessary to enact the present resolutions including the power to renumber as appropriate the aforementioned paragraph as per item 2 should today’s extraordinary session of the shareholders’ meeting not have approved the changes mentioned under the same item 2.

Documents

0 - CopertinaRelIll ing - unicreditgroup.eu · Company and of Group banks and companies who hold ... Family Financing Bank SpA and UniCredit Bancassurance ... (London, New York, Munich