GENERAL MEETING DRAFT - Bankier.pl

The ESOP 2009 is a share plan similar to the plan approved for 2008 under which:
1. during the “Enrolment Period” (from January 2010 to December 2010) the Participants can buy
UniCredit ordinary shares (“Investment Shares”) by means of monthly or one-off contributions (via
one to three installments in March, May and/or October 2010) taken from their Current Account. In
case, during this Enrolment Period, a Participant leaves the Plan, he/she will lose the right to
receive any free ordinary shares at the end of the Enrolment Period;
2. at the end of the Enrolment Period (January 2011), each Participant will receive one free ordinary
share (“Discount Share”) every 20 shares purchased; Discount Shares will be locked up for three
years;
3. furthermore, at the end of the Enrolment Period, the Participant will receive another free restricted
share (“Matching Share”) every 5 shares acquired, considering for the computation both the
Investment Shares and the Discount Shares; also this free ordinary share will be subject to lockup
for the next three years but, differently from the Discount Share, the Participant will lose the
entitlement to the Matching Share if, during the three-year holding period, he/she will no longer be
an employee of a UniCredit Group Company unless the employment has been terminated for one
of the specific reasons stated in the Rules of the Plan. In some countries, for fiscal reasons, it will
not be possible to grant the Matching Shares at the end of the Enrolment Period: in that case an
alternative structure is offered that provides to the Participants of those countries the right to
receive the Matching Shares at the end of the Holding Period (“Alternative Structure”);
4. during the “Holding Period” (from January 2011 to January 2014), the Participants can sell the
Investment Shares purchased at any moment, but they will lose the corresponding Matching
Shares (or right to receive them).
Discount Shares and Matching Shares are qualified as “Equity Settled Share-based Payments” as
Participants, according to Plan’s Rules, will receive UniCredit Equity Instruments as consideration for the
services rendered to the legal entity where they are employed. For both Discount Shares and Matching
Shares (or rights to receive them) the fair value will be measured at the end of the Enrolment Period
according to the weighed average price paid by Participants to acquire the Investment Shares on the
market.
All Profit and Loss and Net Equity effects related to ESOP 2009 will be booked as follows:
� during 2010 for Discount Shares;
� during the three-year period 2011-2013 for Matching Shares (or rights to receive them).
ESOP 2009 has not been produced any effect on 2009 Consolidated Financial Statement.
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All Share-Based Payment granted after November 7, 2002 which vesting period ends after January 1,
2005 are included within the scope of the IFRS2.
Financial liabilities related to Cash-settled payment plans have been recognized if not yet settled on
January 1, 2005.
2009 CONSOLIDATED REPORTS AND ACCOUNTS
502