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GENERAL MEETING DRAFT - Bankier.pl

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Group Medium & Long Term Incentive Plans for selected em<strong>pl</strong>oyees include the following categories:<br />

� Equity-Settled Share Based Payments;<br />

� Cash Settled Share Based Payments 1 .<br />

The first category includes the following:<br />

� Stock Options allocated to selected Top & Senior Managers and Key Talents of the Group;<br />

� Performance Shares allocated to selected Top & Senior Managers and Key Talents of the Group<br />

and represented by free UniCredit ordinary shares that the Parent Company undertakes to grant,<br />

conditional upon achieving performance targets set at Group and strategic area level in the<br />

Strategic Plan and any amendments thereto approved by the Parent Company’s Board;<br />

� Em<strong>pl</strong>oyee Share Ownership Plan (ESOP) that offers to eligible Group em<strong>pl</strong>oyees the possibility<br />

to buy UniCredit ordinary shares with the following advantages: granting of free ordinary shares<br />

(“Discount Shares” and “Matching Shares” or, for the second category, rights to receive them)<br />

measured on the basis of the shares purchased by each Participant (“Investment Shares”) during<br />

the “Enrolment Period”. The granting of free ordinary shares is subordinated to vesting conditions<br />

(other than market conditions) stated in the Plan Rules.<br />

The second category includes synthetic “Share Appreciation Rights” linked to the share-value and<br />

performance results of some Group-Companies 2 .<br />

1<br />

Linked to the economic value of instruments representing a subsidiary’s Shareholders’ Equity.<br />

2<br />

Pioneer Global Asset Management at the end of 2009.<br />

2009 CONSOLIDATED REPORTS AND ACCOUNTS<br />

498

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