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Prospectus - Notowania

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1 shares received in 2009 following the Issuer’s free capital increase.<br />

2 of which 1,773 shares indirectly held by spouse.<br />

Stock Options<br />

The following table shows the stock options granted by the Issuer to key management<br />

personnel indicated in the First Section, Chapter 14, Paragraph 14.1.3, as at October 15, 2009.<br />

FIRST AND LAST NAME STOCK OPTIONS AS AT<br />

10.15.2009<br />

- 321 -<br />

NUMBER OF SHARES RESULTING<br />

FROM EXERCISE OF STOCK<br />

OPTIONS<br />

Alessandro Profumo 35,479,397 40,289,716<br />

Roberto Nicastro 9,045,804 10,194,655<br />

Sergio Pietro Ermotti 6,649,516 7,494,031<br />

Paolo Fiorentino 4,760,351 5,364,934<br />

Federico Ghizzoni 1,731,989 1,951,956<br />

Marina Natale 1,432,410 1,614,329<br />

Salvatore Piazzolla 2,062,989 2,324,996<br />

17.3. Description of other employee agreements for equity investments in the<br />

Company’s share capital<br />

With the exception of the information provided below and the information documents<br />

previously made public regarding the assignment of financial instruments to Company<br />

representatives, employees or associates, pursuant to the prescriptions of Article 114-bis of the<br />

TUF as well as requirements of the Issuers’ Regulations, there are no other agreements with<br />

employees for equity investments in the Issuer.<br />

Since 2000, UniCredit has approved 6 medium-long term incentive plans and 2 other incentive<br />

plans were adopted following the merger by incorporation of Rolo Banca 1473 S.p.A with<br />

UniCredit.<br />

Following the merger with Capitalia, an additional four incentive plans were included and are<br />

still operational: two former Capitalia plans (“UniCredit S.p.A. Subscription Rights 2007-2011<br />

– former Capitalia Warrants 2005” and “UniCredit S.p.A. Subscription Rights 2007-2011 –<br />

former Capitalia Warrants 2005 AD”) and two former Fineco plans (“UniCredit S.p.A.<br />

Subscription Rights 2007-2009 – former Finecogroup Warrants 2003” and “UniCredit S.p.A.<br />

Subscription Rights 2007-2011 – former Finecogroup Warrants 2005”).<br />

In 2008, the first stock incentive plans for Group employees (ESOP 2008) was launched and<br />

the following is a description of the stock participation plan (ESOP 2009), approved on April<br />

29, 2009 by the shareholders' meeting, in reference to the current financial year.<br />

17.3.1. 2009 UniCredit Group Employee Share Ownership Plan<br />

On February 12, 2009 the Issuer’s Board of Directors approved the proposal for the<br />

“2009 UniCredit Group Employee Share Ownership Plan” (the “Plan”).<br />

The Plan was then approved by the ordinary shareholders’ meeting on April 29, 2009<br />

and the Board of Directors implemented the Plan on November 10, 2009.

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