Annual Financial Statements 2011 of Bank Austria

Consolidated Financial Statements in accordance with IFRSs
F – Additional disclosures (CoNTINuED)
F.12 – Supervisory Board and Management Board
The following persons were members of the Management Board of UniCredit Bank Austria AG in 2011:
chairman and chief executive Officer: Willibald CERNKO
deputy chairman: Federico GHIZZONI (until 21 January 2011), Gianni Franco PAPA (from 22 January 2011)
members: Helmut BERNKOPF (until 31 July 2011), Jürgen DANZMAYR (until 30 June 2011), Massimiliano FOSSATI, Francesco GIORDANO (from
1 February 2011), Rainer HAUSER, Dieter HENGL (from 1 August 2011), Doris TOMANEK, Carlo VIVALDI (until 31 January 2011), Robert ZADRAZIL
(from 1 October 2011)
the following persons were members of the supervisory board of unicredit bank austria ag in 2011:
chairman: Erich HAMPEL (from 2 November 2011), Paolo FIORENTINO (from 21 January 2011 until 2 November 2011)
deputy chairman: Paolo FIORENTINO (from 2 November 2011), Erich HAMPEL (until 2 November 2011)
members: Sergio ERMOTTI (until 23 February 2011), Candido FOIS, Karl GUHA (from 19 January 2011), Jean Pierre MUSTIER (from 20 April 2011),
Roberto NICASTRO, Vittorio OGLIENGO, Franz RAUCH, Karl SAMSTAG, Wolfgang SPRISSLER, Ernst THEIMER, Wolfgang HEINZL, Adolf LEHNER,
Emmerich PERL, Josef REICHL, Robert TRAUNWIESER, Barbara WIEDERNIG
F.13 – Share-based payments
Description of share-based payments
Outstanding Instruments
Group Medium & Long Term Incentive Plans for selected employees refers to Equity-Settled Share-Based Payments based on the shares of the parent
company UniCredit S.p.A.
This category includes the following:
• stock Options allocated to selected Top & Senior Managers and Key Talents of the Group;
• performance stock Options & performance shares allocated to selected Top & Senior Managers and Key Talents of the Group and represented
respectively by options and free UniCredit ordinary shares that the Parent Company undertakes to grant, conditional upon achieving performance
targets approved by the Parent Company’s Board of Directors;
• employee share Ownership plan (esOp) that offers to eligible Group employees the possibility to buy UniCredit ordinary shares with the following
advantages: granting of free ordinary shares (“Discount Shares” and “Matching Shares” or, for the second category, rights to receive them) measured
on the basis of the shares purchased by each Participant (“Investment Shares”) during the “Enrolment Period”. The granting of free ordinary
shares is subordinated to vesting conditions (other than market conditions) stated in the Plan Rules.
• group executive incentive system that offers to eligible Group Executives a variable remuneration for which payment will be made in four years.
For the first two years the beneficiaries will receive the payment by cash and for the second two years they will receive the payment by UniCredit
shares; the payment is related to the achievement of performance conditions (other than market conditions) stated in the Plan Rules.
Measurement model
Stock Options
The Hull and White Evaluation Model has been adopted to measure the economic value of Stock Options.
This model is based on a trinomial tree price distribution using the Boyle’s algorithm and estimates the early exercise probability on the basis of
a deterministic model connected to:
• reaching a Market Share Value equal to an exercise price-multiple (M);
• probability of beneficiaries’ early exit (E) after the end of the vesting period.
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