Directors & Auditors compensation

Amounts in thousands of €

 

(*) On April 22, 2010 the Ordinary Shareholders' Meeting elected the new Board of Statutory Auditors. The new Statutory Auditors Maurizio Lauri (Chairman), Cesare Bisoni, Michele Rutigliano, Marco Ventoruzzo and the Alternate Auditor Paolo Domenico Sfameni succeeded the Statutory Auditors Giorgio Loli (Chairman), Gian Luigi Francardo, Siegfried Mayr, Aldo Milanese and the Alternate Auditor Giuseppe Verrascina.

On September 30, 2010 the Board of Directors approved the following resolutions:
- the "Internal Control & Risks Committee" was renamed "Internal Controls & Risks Committee";
- the restructuring of the above Committee in the following three Sub-Committees: (i) Internal Controls Sub-Committee, (ii) Risks Sub-Committee and (iii) Related-Parties Transactions Sub-Committee;
- the increase in the number of the members of the above Committee from 7 to 9 and the associated appointment of the Directors Francesco Giacomin and Luigi Maramotti as new members;
- the appointment of the First Deputy Chairman Mr Castelletti and the Directors Messrs Belluzzi and Li Calzi as Members of the Related-Parties Transactions Sub-Committee;
On November 9, 2010 the Committee for Internal Controls & Risks appointed the members of the Internal Controls Sub-Committee and the Risks Sub-Committee;
- Internal Controls Sub-Committee: Anthony Wyand (Chairman), Dieter Rampl, Luigi Castelletti, Giovanni Belluzzi, Marianna Li Calzi and Luigi Maramotti;
- Risks Sub-Committee: Anthony Wyand (Chairman), Dieter Rampl, Luigi Castelletti, Francesco Giacomin, Lucrezia Reichlin and Franz Zwickl.
On September 30, 2010 the Board of Directors appointed the Director Lucrezia Rechlin member of the Supervisory Body pursuant to Legislative Decree 231/2001.
Carlo Pesenti's compensations were paid to Italmobiliare S.p.A.
Compensations for the offices of Director in other Group companies (totaling €240 thousand) were paid directly to UniCredit S.p.A.

(1) The amount includes, additionally to the base salary and other non-variable components related to the employment relationship for € 2.28 million, also € 38 million in connection with the individual termination agreement signed on 09/21/2010, that in details provided for:
- the payment to Mr. Profumo of an "incentivo all'esodo" (incentive to leave) equal to € 36.5 million;
- a one year non competition undertaking, with a specific consideration of €1.5 million; based on such commitment, Mr. Profumo can not perform, for the lenght of its duration, any activity, under any form, for financial companies in Italy, Germany and Austria; the consideration is paid in arrears in quarterly instalments;
- the right for Mr. Profumo to keep 33,935,714 UniCredit stock options, received in the previous years within long term incentive plans and at the time already duly subject of disclosure to the market, with an average exercise price of € 4.2327;
- the waiver by Mr. Profumo of the entitlements linked, among the others, to the incentive system 2010, to the deferrals of the incentive 2009, to the Performance Shares 2007 and 2008 and to the long term cash incentive system 2010-2012.
Within such agreement, UniCredit also committed to effect a charitable donation of € 2 million to a non-profit organization.
(2) Of which ca € 52 thousand as deferred incentive for the year 2009.
(3) The amount includes the base salary and other non-variable components related to the employment relationship, for the period during which the role has been covered.