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UniCredit Board of Directors resolutions

  • New share ownership plan for UniCredit Group employees
  • Assessment of the directors' independency requirements




The Board of Directors resolved to submit to the Shareholders who will be called for the approval of the Financial Statement as at December 31, 2008, the proposal to adopt a new 2009 share ownership plan for Group employees in order to reinforce employees' sense of belonging and commitment to achieve the corporate goals, in line with what has been implemented during 2008. The plan provides to the Group employees the opportunity to invest in UniCredit ordinary shares at favorable conditions. No capital increase is envisaged to implement this Plan.




Moreover, the Board of Directors verified the independence requirements of the Board Directors pursuant to Sect. 3 of the Corporate Governance Code issued by Borsa Italiana SpA and Sect. 148 of the Consolidated Finance Act, in light of the provisions and criteria of the current Corporate Governance Code.


Following such assessment:
- Mssr Gianfranco GUTTY, Berardino LIBONATI, Anthony WYAND, Manfred BISCHOFF, Vincenzo CALANDRA BUONAURA, Donato FONTANESI, Francesco GIACOMIN, Piero GNUDI, Friedrich KADRNOSKA, Max Dietrich KLEY, Marianna LI CALZI, Salvatore LIGRESTI, Luigi MARAMOTTI, Antonio Maria MAROCCO, Carlo PESENTI, Hans Jürgen SCHINZLER, Franz ZWICKL resulted as independent;
- Mssr Dieter RAMPL, Franco BELLEI, Fabrizio PALENZONA, Enrico Tommaso CUCCHIANI resulted as not independent pursuant to Sect 3 of the Corporate Governance Code;
- Mssr Alessandro PROFUMO, Nikolaus VON BOMHARD resulted as not independent pursuant to Sect. 3 of the Corporate Governance Code and Sect. 148 of the Consolidate Finance Act.


Milan, 12 February 2009



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