GENERAL MEETING DRAFT - Bankier.pl

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UniCredit SpA’s counterparties, with whom UniCredit Group companies have entered into related party
transactions, as defined by IAS 24, include:
� direct and indirect subsidiaries;
� associates;
� Top managers of UniCredit SpA (“key management personnel”);
� close family members of key management personnel and companies controlled by, or associated
with, key management personnel or their close family members;
� Group employee pension funds.
Details of top managers' compensation are given below, together with related party transactions, pursuant
to IAS 24. Key management personnel as defined include Directors and managers with strategic
responsibility in the areas of planning, directing and controlling the activities of UniCredit, directly or
indirectly.
Key management personnel include, as well as the Directors including the Managing Director/CEO, the
members of the Management Committee and the Head of the Internal Audit Department holding office in
2009.
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Total compensation paid to Directors and top managers in 2009 is given below pursuant to IAS 24 and to
the circular no. 262 issued by Banca d’Italia on December 22, 2005 (and updated on November 18, 2009)
requiring that also the Statutory Auditors’ compensation be included.
Compensation paid to key management personnel (� thousand)
Year 2009 Year 2008
a) short term benefits 38,799 26,650
b) post retirement benefits 3,248 2,429
of which under defined benefit plans 264 18
of which under defined contribution plans 2,984 2,411
c) other long term benefits 85 63
d) termination benefits 8,687 2,300
e) share-based payment 20,710 11,678
Total 71,529 43,120
Compensation paid to Directors (�9,572k), Statutory Auditors (�855k) and Managers with strategic
responsibility (�30,927k) as shown in the schedule required by CONSOB, pursuant to art. 78 of the Issuer
Rules, in the Accounts of UniCredit S.p.A., and 30,175 relating to other costs borne in 2009 (the company
share of social security contributions, allocations to severance pay funds and share-based payments
using UniCredit and its subsidiaries’ equity instruments).
The increase in costs versus the previous year is due: to the enlargement of the population included in
the Key Management Personnel perimeter, to the return to the payment of a monetary incentive linked to
the positive performance achieved and to a higher amount of severances paid in connection with an
increased turnover in senior executive population.
2009 CONSOLIDATED REPORTS AND ACCOUNTS
492