2008 LONG TERM INCENTIVE PLANS
OF UNICREDIT GROUP
UniCredit Shareholders' Meeting
Pursuant to the provisions set forth in Article 114-bis of Legislative Decree no. 58 of February 24, 1998, as well as to the provisions of the Issuer Regulation adopted by Consob with resolution no. 11971 of May 14, 1999 (the "Issuer Regulations") regarding the information to be disclosed to the market in relation to the granting of awarding plans based on financial instruments, the Board of Directors of UniCredit (the "Board of Directors") prepared this Information Memorandum which will be reported to the Ordinary General Shareholders Meeting of UniCredit which is called to resolve, inter alia, upon the approval for the 2008 of the following new incentives plans:
- the "UniCredit Group Long Term Incentive Plan 2008" aiming at granting stock options and at promising to grant performance shares represented by UniCredit ordinary shares to a selected group of Top & Senior Managers and Key Talents of UniCredit Group (the "Group");
- the "All Employee Stock Ownership Plan of UniCredit Group (AESOP)" aiming at offering to all employees of the Group the possibility to invest in UniCredit shares at favorable conditions.
In light of the above, this Information Memorandum presents the criteria that the Board of Directors must comply with in the implementation of the above mentioned incentive plans, with the understanding, however, that the Board of Directors will remain responsible for the subsequent definition of the final conditions upon the actual assignment of the compensations to the beneficiaries.
This Information Memorandum has been prepared in compliance with Scheme 7 of Annex 3A to the Issuers Regulation.
Pursuant to the definition set forth in article 84-bis of the Issuer Regulations, the above mentioned incentive plans, in consideration of their beneficiaries, have the nature of "relevant plans".