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Disclosure according to Corporate Governance Code regarding the resolution of the employment of the General Manager - Mr Roberto Nicastro

Today the Board of Directors of UniCredit SpA approved the termination, effective 30th September 2015, of the employment of Mr. Roberto Nicastro, General Manager, and - based on the proposal made by the Remuneration Committee - defined the conditions of his exit package.


Roberto Nicastro's consensual resolution provides for, additionally to the rights to the bonuses and incentives foreseen under the existing plans for the activities rendered (and to the mortgages already granted at the conditions foreseen for the Bank's employees), the payment of the amount of euro 2,716,192.00 gross (corresponding to the cost of the indemnity in lieu of notice and 20% of the severance) upon the employment termination, as well as the deferred payout over further 5 years, in cash and shares, of the remaining part of the severance equal to euro 2,677,499.00 gross, conditional to the preservation by the Bank of adequate capital and liquidity requirements and subject to malus and clawback clauses. All the above in compliance with the applicable Regulatory Provisions and with the Bank's compensation policies.

Roberto Nicastro will keep the offices in the supervisory boards of Bank Pekao, Bank Austria and AO UniCredit Bank (Russia) and the related compensation.



Milan August 5, 2015