Prospectus - Notowania

The Plan was designed for employees of UniCredit Group companies (approximately
135,000 resources). Specifically, the Plan is reserved for the following employee
categories of UniCredit and the Group’s principal banks and companies:
- General Managers and Deputy General Managers (and similar categories in
the various jurisdictions in which the Group operates) belonging to UniCredit
and the Group’s principal banks and companies.
- Key management personnel (and similar categories in the various jurisdictions
in which the Group operates) belonging to UniCredit and the Group’s
principal banks and companies.
- Management personnel (and similar categories in the various jurisdictions in
which the Group operates) belonging to UniCredit and the Group’s principal
banks and companies.
- Staff (and similar categories in the various jurisdictions in which the Group
operates) belonging to UniCredit and the Group’s principal banks and
companies.
The Plan envisages that the employees of Group companies that want to participate in
the Plan (the “Participants”) must communicate the amount to be used for purchasing
ordinary UniCredit shares (“Investment Shares”) between October 2009 and
December 2009 (the “Subscription Period”). At the end of the Subscription Period,
and on the condition that the Participant still owns the Investment Share, each
Participant will have the right to receive a free share for every 20 shares purchased
(“Discount Share”) as well as an additional free share for every 5 shares
purchased/received (“Matching Share”). The Discount Shares and Matching Shares
may not be sold for a period of 3 years (January 2011 to January 2014) from the end
of the Subscription Period. Following this three-year holding period, the shares may
be sold without constraints. In the event the Participant ceases to be an employee of a
UniCredit Group company, or sells his/her Investment Shares during the three-year
holding period, the Participant will lose the Matching Shares, unless employment is
terminated for reasons included in the Plan Regulation.
The Plan includes the following phases:
(a) Enrolment: between October 2009 and December 2009, Participants shall
indicate the total amount they wish to investment, which may be a
contribution of up to a maximum of 6.5% of their fixed annual gross
compensation, not to exceed €20,000. The minimum annual contribution
percentage will be established considering the specifics of individual
participating countries.
(b) Subscription Period: between January 2010 and December 2010, Participants
may purchase shares through monthly debits from their current account or,
under the “one-off” method, making one or more payments in March, May
and/or October. In the event the Participant leaves the Plan during the
Subscription Period, he/she will lose the right to receive the free shares
described in points c) and d) at the end of the Subscription Period.
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