Prospectus - Notowania

Part I) Share-Based Payments
A. Qualitative Information
1. Outstanding Instruments
Group Medium & Long Term Incentive Plans for selected employees include the following categories:
- Equity-Settled Share Based Payments;
- Cash-Settled Share Based Payments 1 .
The first category includes the following:
- Stock Options allocated to selected Top and Senior Managers and Key Talents of the Group;
- Performance Shares allocated to selected Top and Senior Managers and Key Talents of the Group and
represented by free UniCredit ordinary shares which the Parent Company undertakes to grant, conditional upon
achieving performance targets set at Group and strategic area level in the Strategic Plan and any amendments
thereto approved by the Parent Company’s Board;
- Employee Share Ownership Plan (ESOP) that offers to eligible Group employees the possibility to buy UniCredit
ordinary shares with the following advantages: granting of free ordinary shares (“Discount Shares” and “Matching
Shares” or, for the second category, rights to receive them) measured on the basis of the shares purchased by
each Participant (“Investment Shares”) during the “Enrolment Period” (from January 2009 to December 2009). The
granting of free ordinary shares is subordinated to vesting conditions (other than market conditions) stated in the
Plan Rules.
The second category includes synthetic “Share Appreciation Rights” linked to the share-value and performance results of
some Group-Companies 2 .
2. Measurement Model
2.1 Stock Options
The Hull and White Evaluation Model has been adopted to measure the economic value of Stock Options.
This model is based on a trinomial tree price distribution using the Boyle’s algorithm and estimates the early exercise
probability on the basis of a deterministic model connected to:
- reaching a Market Share Value equals to an exercise price- multiple (M);
- probability of beneficiaries’ early exit (E) after the end of the Vesting Period.
Any new Stock Options’ Plans haven’t been granted during 2009.
1 Linked to the economic value of instruments representing a subsidiary’s Shareholders’ Equity.
2 Pioneer Global Asset Management in September 2009.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
234