Prospectus - Notowania

Enrico Tommaso Cucchiani, Piero Gnudi, Friedrich Kadrnoska, Carlo Pesenti and Hans Jürgen
Schinzler.
The Remuneration Committee provides opinions to the Board of Directors regarding:
(a) the remuneration of UniCredit Directors with specific functions, particularly with
regard to the Managing Directors’ remuneration;
(b) the remuneration of UniCredit’s General Manager, if he/she is also Managing
Director;
(c) the compensation structure for members of the Managing Director’s office;
(d) the remuneration policy for members of the Management Committee (Senior
Executive Vice Presidents), the Group Management Team (Executive Vice
Presidents), the Leadership Team (Senior Vice Presidents) and department heads
reporting directly to the Managing Director;
(e) approval of Group incentive plans based on financial instruments;
(f) the remuneration policy for company officers (members of the Board of Directors, the
Board of Statutory Auditors, and of the Supervisory Boards of UniCredit Group
companies;
The Chairman of the Board of Directors formulates the proposals specified in paragraphs a) and
b), while the Managing Director formulates the proposals specified in paragraphs c) through f).
Members of the Remuneration Committee for whom the Committee is asked to provide an
opinion on remuneration related to their specific functions do not participate in meetings
determining any proposal for said remuneration.
16.4. Statement that the Company complies with corporate governance regulations in
effect
The Issuer has conformed its governance system to the provisions of the TUF, as modified by
Italian Law no. 262 of December 28, 2005 (Savings Law) and Italian Legislative Decree no.
303 of December 29, 2006, to the Supervisory Regulations regarding organisation and
corporate governance of banks issued by Banca d’Italia on March 4, 2008, as well as to the
self-imposed code of conduct.
Specifically, the Issuer has:
- established the Internal Control and Risks Committee and the Remuneration Committee;
- adopted an internal dealing procedure;
- granted the shareholders’ meeting the exclusive authority to approve remuneration policies
for directors, employees and associates not covered by subordinated employment contracts
as well as plans based on financial instruments (e.g., stock options);
- defined internal management and communication procedures for providing Company
documents and information outside the organisation;
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