Annual Financial Statements 2011 of Bank Austria

Notes to the Financial Statements of UniCredit Bank Austria AG
1.b) Stock options - Executives and Other Employees
Executives 2007 639,648 639,648 7.094 13.07.2011 6 years
Executives 2008 1,504,195 1,504,195 4.185 25.06.2012 6 years
Executives 2011 2,090,024 2,090,024 1.807 31.07.2014 6 years
Total Executives 2007-2011 4,233,867 4,233,867 - - -
Other Employees 2007 231,495 231,495 7.094 13.07.2011 6 years
Other Employees 2008 451,947 451,947 4.185 25.06.2012 6 years
Other Employees 2011 1,216,780 1,216,780 1.807 31.07.2014 6 years
Total Other Employees 2007-2011 1,900,222 1,900,222 - - -
1)
1)
1)
-
1)
1)
1)
-
No 850,220.12
No 985,548.56
No 1,257,985.45
- 3,093,754.13
No 307,703.15
No 296,115.67
No 732,379.88
- 1,336,198.71
Total Stock Options 2004-2011 8,325,946 8,325,946 - - - - - 6,263,094.22
In 2011, no stock options were exercised by members of the Management Board. In 2009 and 2010, no stock option plans were issued.
2. Performance Shares
Year in which
performance shares
were granted
Number of performance
shares granted
Management Board 2005 16,341
2006 10,269
2007 11,227
2008 41,926
2009 0
2010 0
2011 134,888
Conditions Maturity
In 2011, 11,227 Performance Shares of the LTI Plan 2007 were allocated to members of the Management Board.
3. Cash plan
3)
4)
5)
7)
-
-
5)
Period for which
performance shares are
allocated
Transferability Blocking period
Fair value as at
31 Dec.2011
in EUR 9)
31.12.2008 unlimited No No 146,663.00
31.12.2009 unlimited
2)
No 49,065
31.12.2010 unlimited
6)
No 60,558
31.12.2011 unlimited
8)
No 129,467
- -
-
- 0
- -
-
- 0
31.12.2013 unlimited No No 230,928
Year in which cash plan
was granted
EUR Conditions Maturity
Period for which cash plan
was allocated
Transferability Blocking period
Fair value as at
31 Dec. 2011 in EUR
Management Board 2009 1,250,000
11)
31.12.2012 unlimited No No 1,250,000
Conditions of transferability and exercise
1) Stock options are restricted to the beneficiary's name and cannot be sold, assigned, pledged 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.
2) 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).
3)
4)
5)
6)
7)
8)
9)
10)
11)
12)
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 the 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 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
(2008-2010). The targets of UniCredit Group include the EVA (Economic Value Added), the cost/income ratio, EPS (earnings per share), total revenues and
the cost of risk. The key indicators of 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%.
The fair value was determined based on the fair value as at 31 December 2011.
Year Fair Value Stock Fair Value Performance
Option
Share
LTIP 2004 0.998 -
LTIP 2005 1.0548 -
LTIP 2006 1.269 4.778
LTIP 2007 1.3292 5.394
LTIP 2008 0.6552 3.088
LTIP 2011-2013 0.6019 1.712
The valuation is based on the closing price on 30 June 2009 = date of delivery of the shares, EUR 1.795, and the number of 81,706 Performance Shares
actually allocated.
The Performance Period for the LTI 2009 commences on 1 January 2010 and ends on 31 December 2012.
Payment will probably be made in June 2013, but not later than December 2013.
Payment is dependent on various factors:
- performance conditions have been fulfilled
- contract of employment is still effective
- compliance guidelines are met
The beneficiaries have been communicated an Incentive Opportunity - with the minimum payment being 0, the maximum being 125% of the Incentive
Opportunity.
Stock options for M. Fossati and F. Giordano, Members of the Management Board, are shown in the Annual Financial Statements of the parent company
UniCredit S.p.A.
Bank Austria – Annual Financial Statements 2011 235