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UNICREDIT (UCG): Press Release

Raport bieżący nr 45/2016

Podstawa Prawna: Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
Press Release

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Today the Board of Directors of UniCredit S.p.A. approved the resolution effective 31st

December 2016 of the employment as General Manager of dr. Federico Ghizzoni.

Dr. Ghizzoni has spent his whole career at UniCredit: he started in 1980 in the Italian subsidiary of Credito Italiano in Piacenza and over the years he held several positions of responsibility, both at national and international level, significantly contributing to the growth of the Group. In 2010 he was appointed General Manager and CEO of Unicredit.

The resolution of the employment of dr. Ghizzoni and the terms and conditions of his exit package were approved, in line with the regulations on Related Parties, by the Board of Directors on the basis of the proposal made by the Remuneration Committee and after hearing the Board of Statutory Auditors and having informed the Related Parties and Investment in Equity Committee. Those conditions, consistently with the internal regulations of the Bank (including the Remuneration Policy and the Severance Policy, approved by the

Annual General Meeting), the related external regulations (including the National Collective

Labour Agreement (CCNL) for Executives) and the individual employment contract, foresee:

- the payment of the amount of € 5,006,937.00(*) gross (corresponding to the notice cost and to 20% of the severance) upon resolving the employment, and

- the payment of a cash and shares amount deferred on a 5 years period of € 4,373,223.00 gross

Those amounts are ruled under the conditions and pursuant to the rules defined by the UniCredit Severance Policy (including the so called “malus” and “clawback” clauses, applicable to the severance).

The agreement includes also the maintenance of the rights to bonuses and incentives under the rules and constraints provided by the plans currently in place and to maintain, in charge of the Company - for a transitional period of six months after the termination - the house and the company car. Federico Ghizzoni will also maintain the loans currently outstanding under the conditions time by time applicable to the staff.

Without prejudice to the above mentioned terms related to the resolution of the employment relationship, Federico Ghizzoni will step down from the Board of Directors upon appointment of the new CEO on 12th July 2016, receiving, as per market practice for maturity assignments, the remuneration as Director until its natural conclusion in April 2018, in the overall amount of € 866,729 , in addition to the payments related to the employment resolution. Such a remuneration will be paid out coherently with the provisions of the

Severance Policy and thus the 80% will be deferred in cash and shares within a 5 years period and under “malus” and “clawback” conditions.

In the period between the exit from the Board of Directors and 31st December 2016, Mr. Ghizzoni, on Company’s request, gave his availability to provide his support as General Manager in a perspective of adequate “business continuity” and hand-over.

The Chairman of the Board of Directors and the entire Board of Directors renewed the thanks to Federico Ghizzoni for the great quality of the work done so far and for the extreme professionalism, dedication and availability demonstrated, even in this transition phase at the top of the Group.

Milan, June 30, 2016

(*) Amount reduced by the cost that dr. Ghizzoni will bear for the maintenance on his own end of the

house for a further period of 6 months additional to the six months transitional period paid by the Bank

Enquiries:

Media Relations

tel +39 02 88623569

e mail: mediarelations@unicredit.eu

Investor Relations

tel +39 02 88621872

e mail: investorrelations@unicredit.eu

PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
DataImię i NazwiskoStanowisko/FunkcjaPodpis
2016-06-30 Iwona Milewska Attorney of UniCredit

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