Annual Financial Statements 2008 of Bank Austria

1. Stock Options
MANAGEMENT
BOARD/SENIOR
EXECUTIVES
YEAR IN WHICH
STOCK OPTIONS
WERE GRANTED
NUMBER OF
SHARES THAT
MAY BE
PURCHASED
EXERCISE PRICE MATURITY
PERIOD DURING
WHICH STOCK
OPTIONS MAY BE
EXERCISED
TRANSFER-
ABILITY
BLOCKING
PERIOD
FAIR VALUE AS
AT 31 DEC. 2008
IN €
Management Board 2004 160,500 4.018 3. Sept. 2008 9 years 1) no 160,179.00
2005 611,000 4.817 25. Nov. 2009 9 years 1) no 479,776.03
2006 535,500 5.951 28 June 2010 9 years 1) no 401,178.43
2007 740,803 7.094 13 July 2011 6 years 1) no 242,721.64
2008 1,979,911 4.185 25 June 2012 6 years 1) no 141,954.11
Senior executives 2005 393,500 4.817 25. Nov. 2009 9 years 1) no 308,988.32
MANAGEMENT
BOARD/SENIOR
EXECUTIVES
2006 310,500 5.951 28 June 2010 9 years 1) no 232,616.06
2007 375,576 7.094 13 July 2011 6 years 1) no 170,234.22
2008 885,015 4.185 25 June 2012 6 years 1) no 63,453.11
Stock Options granted by UniCredit to the members of the Supervisory Board do not constitute remuneration for activities on the Supervisory Board of UniCredit Bank
Austria AG and are therefore not included in the above table.
Stock Options exercised in 2008
No Stock Options were exercised by members of the Management Board or by senior executives.
2. Performance Shares
YEAR IN WHICH
PERFORMANCE
SHARES WERE
GRANTED
NUMBER OF
ALLOCATED
PERFORMANCE
SHARES
CONDITIONS MATURITY
PERIOD FOR
WHICH
PERFORMANCE
SHARES ARE
ALLOCATED
TRANSFER-
ABILITY
BLOCKING
PERIOD
FAIR VALUE AS
AT 31. DEC 2008
IN €
Management Board 2005 220,000 3) 31 Dec. 2008 unlimited no no 471,130.00
2006 197,500 4) 31 Dec. 2009 unlimited 2) no 4)
2007 190,894 5) 31 Dec. 2010 unlimited 6) no 5)
2008 435,688 7) 31 Dec. 2011 unlimited 8) no 7)
Senior executives 2005 160,000 3) 31 Dec. 2008 unlimited no no 342,640.00
1)
2)
3)
4)
5)
6)
7)
8)
2006 133,200 4) 31 Dec. 2009 unlimited 2) no 4)
2007 120,045 5) 31 Dec. 2010 unlimited 6) no 5)
2008 247,177 7) 31 Dec. 2011 unlimited 8) no 7)
Performance Shares granted by UniCredit to the members of the Supervisory Board do not constitute remuneration for activities on the Supervisory Board of UniCredit
Bank Austria AG and are therefore not included in the above table.
Performance Shares allocated in 2008
Performance Shares were allocated to members of the Management Board and to senior executives.
Conditions of transferability and exercise
Stock Options are restricted to the beneficiary's name and cannot be sold, assigned, plegded or transferred in any way. In the event of the
beneficiary's death, claims under Stock Options may be transferred in full or in part to the beneficiary's heirs.
The rights under Performance Shares are restricted to the beneficiary's name and cannot be assigned, pledged or transferred in any way. These
rights terminate automatically in the event of the beneficiary's death in the 3-year Performance Period (2007-2009).
These rights become vested only if 3 out of 5 internal key indicators of UniCredit Group or of the relevant Division are met in the year of
allocation/maturity (2006-2008). The targets of UniCredit Group include the EVA (Economic Value Added), the cost/income ratio, ROE (return on
equity), total customer assets and liabilities, and the doubtful loans/loans ratio. The key indicators of the Divisions differ according to Division.
These rights become vested only if 3 out of 5 internal key indicators of UniCredit Group or of the relevant Division are met in the year of
allocation/maturity (2007-2009). The targets of UniCredit Group include EVA (Economic Value Added), EPS (earnings per share), the cost/income
ratio, the revenues/RWA ratio (RWA = risk-weighted assets) and the loan loss provisions/RWA ratio. Fair values can only be determined in the
respective year of allocation/maturity. The key indicators for the Divisions differ according to Division.
These rights become vested only if 3 out of 5 internal key indicators of UniCredit Group or of the relevant Division are met in the year of
allocation/maturity (2008-2010). The targets of UniCredit Group include EVA (Economic Value Added), the cost/income ratio, EPS (earnings per
share), total revenues and the cost of risk. The key indicators for the Divisions differ according to Division. Fair values can only be determined in
the respective year of allocation/maturity.
The rights under Performance Shares are restricted to the beneficiary's name and cannot be assigned, pledged or transferred in any way. In the
event of the beneficiary's death, claims under Performance Shares may be transferred in full or in part to the beneficiary's heirs.
These rights become vested depending on the degree to which 3 internal key indicators of UniCredit Group are met in the year of
allocation/maturity (2009-2011).
These key indicators are TSR (Total Shareholder Return), relating to 50% of the Performance Shares; EVA (Economic Value Added), relating to
25% of the Performance Shares; and EPS (earnings per share), also relating to 25% of the Performance Shares. Fair values can only be
determined in the respective year of allocation/maturity.
The rights under Performance Shares are restricted to the beneficiary's name and cannot be assigned, pledged or transferred in any way. In the
event of the beneficiary's death, the beneficiary's heirs are entitled to a cash payment amounting to the market value of the Performance Shares
on the date of the beneficiary's death, on the assumption that the conditions to be met for receiving Performance Shares were met to the extent of
100%.
Bank Austria - Annual Financial Statements 2008 176