1. UniCredit Group Launching a new ESOP during the financial crisis Piet Briers International Benefits Manager, UniCredit Group Edwin Alexanian European Operations Manager, Global Shares Maoiliosa O’Culachain Co-Founder and Director, Global Shares

2. Employees: ~174,000 (FTE) Branches: ~ 10,200 Banking operations in 22 countries International network spanning ~ 50 countries Global player in asset management: ~ € 167bn in managed assets Market leader in Central and Eastern Europe leveraging on the region’s structural strengths UNICREDIT GROUP AT A GLANCE

3. STRATEGIC GEOGRAPHICAL POSITIONING IN ONE OF EUROPE’S WEALTHIEST AREAS… No. 1 No. 3 No. 2 ~ 17% ~ 4% ~ 16% Germany Austria Italy RankingMarket share

4. ... BUT ALSO IN THE CEE REGION CHARACTERIZED BY STILL REMARKABLE STRUCTURAL STRENGTHS DESPITE SOME CYCLICAL WEAKNESSES STRENGTHS WEAKNESSES Long-term real convergence prospects are strong Strong EU anchor with a strong bank regulatory environment Very strong commitment of non-resident banks to CEE region Imbalances to significantly improve in 2009/10 Economic slowdown Relatively high external financing requirements Relatively high FX leverage ratios in some countries cyclicalstructural cyclicalstructural

5. COMPENSATION POLICY FRAMEWORK  Share ownership as a valuable tool for enabling the engagement, affiliation and alignment of interests between shareholders, management and employees  Employee Share Ownership Plan rewards the continued support and commitment of our people throughout the organisation  As appropriate in light of local legal and fiscal requirements, to offer employees the opportunity to invest in the future achievements of the Group through share-based Plans whereby employees can purchase UniCredit shares at favorable conditions

6. ELECTIONENROLMENT HOLDING INVITATION Jan 2010 – Jan 2013 27 October 2008 Oct – Dec 2008 Jan 2009 – Dec 2009 ESOP 2008: MAIN FEATURES

7. Plan participants can buy UniCredit shares at favorable conditions, receiving 1 free share (Discount share) for every 20 shares purchased at market price (Investment shares) Moreover, Plan participants will receive 1 additional free restricted share (Matching share) for every 5 shares bought at discount (considering Investment & Discount shares) After 3 years, Plan participants will have access to the Free shares (Discount + Matching). The entitlement to the Matching shares (but not the Discount shares) is subject to the employment status of the Participant in the UniCredit Group during the 3-year lock-up period ESOP 2008: MAIN FEATURES The overall potential benefit for participants in terms of free shares (Discount & Matching) is ca. 26% of their investment.

8.  INTERNAL BROKER & BANKING NETWORK  MARKET TURMOIL  COMMUNICATION  DATA PRIVACY  ONLINE PORTAL  NEXT STEPS CHALLENGES FOR ESOP IMPLEMENTATION

9. INTERNAL BROKER & BANKING NETWORK  FinecoBank – the UniCredit broker based in Italy – supports the purchasing of the shares  Leveraging on the involvement of the local UniCredit banking network to support the shares management & direct debit of participants’ contributions  Participants are required to have a current account and a linked securities account operated by a local bank which is part of the UniCredit Group  The Current Account shall be the one where the Participant receives his/her salary WE DON’T NEED AN EXTERNAL BROKER

10. INTERNAL BROKER & BANKING NETWORK  Need for “banking order” to be submitted by participants to their local bank  Banking order via online plan portal  Portal to be customised for verifications and controls by local banks in light of MiFID* rules  Application process can continue only after the verifications by local banks are positively confirmed  Requirement for current account (where salary is credited) and securities account with a bank of the Group  Reduce cost & maximize effectiveness  Competitive fees from FinecoBank for share purchasing & management  Costs remain within the Group  No need to open new accounts leveraging on local banking network  No extra operational & tax costs for participants while maximizing local expertise to support direct debit & shares management  Direct debit to avoid the need to develop specific payroll-deduction procedures * MiFID = Markets in Financial Instruments Directive (EU Directive 2004/39/EC)

11. MARKET TURMOIL  Unprecedented market conditions  Share price volatility exceeding expected benefit under the Plan  Impossible to predict when market confidence would return  Why commit today to purchase shares in the future?  What will the future look like?  Confidence in Business Model and future of the Group  Reward the continued support and commitment of employees  Create sense of belonging to the Group  Favorable conditions offered by UniCredit Group  First truly “Global” plan across the Group  Keeping promise to the employees

12. COMMUNICATION  LET’S SHARE comes from UniCredit’s branding concept LET’S START, representing a call to action, participation, sharing in the success of the Company and at the same time, given the double meaning of “share”, to the employees’ participation in ESOP  Communication process set at Group level  Holding (Global Compensation & Benefits) provided master documents & templates  Countries adapted to local requirements and managed delivery  Market turmoil mandated last minute changes to communication strategy  No “hard selling” due to the risky nature of the investment offer

13. DATA PRIVACY  Individual consent on data protection is required to participate in the Plan  Before accessing the “offer”, employees need to sign off the agreement  Electronic consent in general but written signature required in some countries  Local HR to send non-personal data to Global Shares before the individual consent sign-off (User ID, password, Country and HR System code)  Personal data transferred to Global Shares only after individual consent  Holding provided standard consent agreement to be adapted and translated by local HR  Consult with EWC (European Works Council) and local Unions / Works Councils to ensure any further local requirements for data protection

14. ONLINE PORTAL DATA PRIVACY  Using the 4 pieces of non-personal data, the portal is accessible by all eligible employees (User ID, Password, Country and HR System code)  From this data the Portal:  Displays in the employee’s relevant language (can be changed by employee at any time – 5 languages)  Identifies and presents country/ language specific documentation/ communication to employee  Determines whether collection of full employee demographic details are to be requested manually or automatically once the employee agrees to the Data Privacy Terms and Conditions

15. ONLINE PORTAL DATA PRIVACY  Before the employee can proceed to enroll to the Plan he/she must agree to the Data Privacy Terms and Conditions  In certain countries the Data Privacy consent must also be printed off by the employee and sent to their local HR

16. ONLINE PORTAL DATA PRIVACY Participant Portal UniCredit HR system / server  Employee logs into Portal and agrees to Data Privacy Terms and Conditions  Portal sends automatic electronic message to relevant UniCredit HR system / server with employee’s USER ID and Original PASSWORD  UniCredit HR system / server validates details  When validation is confirmed, UniCredit HR system/ server returns the employee’s full demographic data which is automatically uploaded to the Portal database and the participant can proceed with their enrolment. The process takes a matter of seconds

17. ONLINE PORTAL APPLCATION FORM

18. ONLINE PORTAL APPLCATION FORM  Once the Portal has all the relevant data for the employee, the participant can proceed with their enrolment  The employee must complete the application form supplying their Securities account number  Using the data supplied by the UniCredit HRs the Portal will;  Determine the currency (using pre-determined exchange rates)  The threshold limits for each employee based on their maximum eligible annual contribution amount as supplied by the HRs  Allow the employee to select their contribution modality (12 Equal Monthly payments or 1,2 or 3 one-off payments)

19. ONLINE PORTAL BANKING TESTS  Due to the nature of the Plan, once the participant has submitted their application they must undergo various Banking tests before they can proceed to ‘Confirm their Order’  The tests are carried out by the relevant Bank  Global Shares sends (on a daily basis) the details of all employees who have enrolled via FTP  Fineco splits the data by the relevant Banks and send on to them so the tests can be performed  Fineco (on a daily basis) return the results to Global Shares via FTP

20. ONLINE PORTAL BANKING TESTS Participant Portal FinecoFineco UniCredit local Banks

21. ONLINE PORTAL BANKING TESTS  When the results are applied to the Portal, the employee will receive an automatic email inviting them back to continue with the process  The participant will then be presented with their results and will either be able to proceed and ‘Confirm their Order’ or be required to fix any issues and re-apply  Possible results which will require the employee to re-apply:  Bank Account error (to be fixed through local HR)  Securities account error (to be corrected by employee on re- application)  MFID error (to be settled with Bank)  The Portal specifies the actions required by the employee for each error

22. ONLINE PORTAL BANKING TESTS  Once the participant has achieved good results they can proceed to ‘Confirm their Order’ and will be presented with their Order Summary and Fineco will commence the purchasing of their Shares as per their application details

23. NEXT STEPS Suggested Portal improvements for next roll out:  Improved validation on email addresses as supplied by participant  Mass email communication system for Portal  More support in relation to entry of securities account by participants  Visual guidance for participants in relation to the stage they are at in the entire process  Improved automated file transfers between all parties

24. Questions and Answers