UNICREDIT GROUP LONG TERM INCENTIVE PLAN 2007

Shareholders’ Meeting – Ordinary session

April 2007

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UNICREDIT GROUP LONG TERM INCENTIVE PLANS

UNICREDIT GROUP LONG TERM INCENTIVE PLAN 2007

BENEFICIARIES OF THE PLAN

CRITERIA TO ENTER THE PLAN AND PERFORMANCE CONDITIONS

NEW PLAN FEATURES

MIXED PACKAGE OF STOCK OPTIONS AND PERFORMANCE SHARES

GRANTING ALLOCATION

OVERALL DILUTION (all UniCredit plans)

GROUP PERFORMANCE INDICATORS

AGENDA

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Long Term Incentive (LTI) is a key element of the UniCredit Group’s Remuneration policy – market driven and performance oriented.

Since 2000, the UniCredit Shareholders have supported this approach: a number of different share-based LTI Plans have been approved and allocated to selected groups of employees:

Stock option and Performance share plans to Top & Senior Management;

Restricted share plans to Middle Management;

Free-share plans to all employees.

Lastly, on May 12, 2006, the Shareholders’ Meeting approved the ‘2006 Group LTI Plan’ currently in place, giving to the UniCredit Board of Directors the authorization to allocate stock options and performance shares to a selected group of Top & Senior Management and Key Talents accordingly with the criteria set for the 2006 Group LTI Plan.

As for last year and in view of the success of the LTI plans set up until now, a new ‘2007 Group LTI Plan’ is submitted to the approval of the Shareholders’ Meeting

UNICREDIT GROUP LONG TERM INCENTIVE PLANS

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In line with international best practice, the purpose and the main features of the ‘2007 Group LTI Plan’ are consistent with the ones of the ‘2006 Group LTI Plan’ :

Allocation of stock options and performance shares to a selected group of Top & Senior Management and Key Talents in order to:

Support the growth in UniCredit share-price in line with Shareholders expectations;

Incentivise the achievement of the Group’s strategic objectives;

Retain key people;

Compete effectively on the International compensation market.

The Shareholders Meeting will be requested to:

approve - in the Ordinary session - the 2007 Group LTI Plan, in compliance with the current legal and regulatory provisions

grant - in the Extraordinary session - the UniCredit Board of Directors with the authority to increase the share capital in order to service the 2007 Group LTI Plan’s execution.

UNICREDIT GROUP LONG TERM INCENTIVE PLAN 2007

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As for last year, the Plan eligibility is highly selective and focused on Top & Senior Management and Key Talents:

Consistent with market trends, eligibility rates are highest at the executive levels (90%+) and cascade downwardcovering lower level.

BENEFICIARIES OF THE PLAN

HIGHLY SELECTIVE INVOLVEMENT

Overall Group population: circa 140,000 employees

LTI eligible population: circa 800 beneficiaries

5 clusters of participants:

LAYER 1: Group CEO

LAYER 2: Top Management (max 15 people)

LAYER 3: Group Management Team (circa 40 people)

LAYER 4: Leadership Team and Management (circa 645 people)

LAYER 5: Key Talents (circa 100 people)

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CRITERIA TO ENTER THE PLAN AND PERFORMANCE CONDITIONS

As for last year, the effective beneficiaries under the 2007 Group LTI Plan and the amount of stock option/performance share to be individually granted will be defined on the basis of the following criteria:

Fit with corporate values: awareness, interiorization and consistent behavior;

Relevance of the position held: strategic impact on business results and/or Group Governance;

Retention needs: need to retain within the Group high potential talents who are particularly sought after

by market competitors;

Performance/potential appraisal: goals achievement, performance obtained and expected results.

As for last year, the free grant of performance shares to the 2007 Group LTI Plan beneficiaries will be subject to the achievement of specific performance conditions at Group and single Division level set by the Board as at the date of promising of such shares. Accordingly with the criteria set for the Plan, the performance targets linked to the actual grant of performance shares will be:

aligned to the mid-long term targets defined in the Group Strategic Plan;

related to effective management accountabilities;

based on economic/financial targets: clear and prompt reference.

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NEW PLAN FEATURES

2. Changing LTI package mix composition

RATIONALE OF THE CHANGES

Alignment with US & Europe market practice.

Competitive advantage for attracting and retaining key players. Focusing on medium and long term share-price growth and strategic objectives achievement.

Compared with the 2006 Group LTI Plan, the 2007 Group LTI Plan provides for

1. Reducing stock option total life from 13 to 10 years

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MIXED PACKAGE OF STOCK OPTIONS AND PERFORMANCE SHARES /1

Stock options:

to be granted by May 2008 following a UniCredit Board resolution vest 4 years from the grant date (vesting period); may be exercised over a period of 6 years (exercise period), according to the criteria and

during the given windows set by resolution taken by the Board to execute the grant.

The exercise price of the stock options will be fixed by the Board as the arithmetic mean of the official market price of UniCredit ordinary shares during the month preceding the Board resolution to execute the grant.

20172007 2008 2009 20112010 2016

GRANT

VESTING PERIOD EXERCISE PERIOD

OPTION VESTED

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Performance shares:

Free UniCredit ordinary shares conditionally granted upon the achievement of specific performance conditions set at Group and single Division level.

The performance period refers to 2008 – 2010, therefore the shares promised by the Board by May 2008 will be actually granted in 2011, in a one-time settlement, if the performance conditions are met.

2007 2008 2009 20112010

PROMISE ACTUAL GRANT

REFERENCE PERFORMANCE PERIOD

MIXED PACKAGE OF STOCK OPTIONS AND PERFORMANCE SHARES /2

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REMINDER – May, 12 ’06 - AGM approval for 2006 Group LTI plan:

-- Stock options: 42,000,000 -- Performance shares: 13,000,000 -- Overall dilution: 0.52%

GRANTING ALLOCATION

Max Potential Impact on Capital

Max Potential Impact on Capital

0.45%

0.56%

Number

47,350,000Stock options

0.11%11,000,000Performance shares

Considering last year allocations and current Market trends, the execution of the 2007 Group LTI Plan requires the issue of a maximum number of 47,350,000 stock options (corresponding to an equal number of UniCredit ordinary shares) and of a maximum number of 11,000,000 performance shares:

Share Capital: 10,444,930,193 shares

On the basis of the authority granted pursuant to Sect. 2443 of the Italian Civil Code by the Shareholders’ meeting in its extraordinary session, the issue of stock options and the promise of performance shares will be resolved by the Board of Directors, as in the past

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OVERALL DILUTION (all UniCredit plans)

In line with best practices and international investors guidelines:

Annual dilution: lower than 1% (UniCredit 0.56%)

Overall dilution: lower than 10% (UniCredit 2.84%)

Past plans

Plan 2007

Share Capital: 10,444,930,193 shares

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GROUP PERFORMANCE INDICATORS

UniCredit Group AS AT 1/1/2006 AS AT 1/1/2007 Var%

Market Capitalization 64,000 74,344 + 16.2%

Revenues 20,791 23,464 + 12.9%

Net Income 3,383 5,448 + 61.0%

Cost / Income 61.2% 56.5% - 7.7%(EUR/mln)

(Jun, 30 ’06) (Apr, 05 ’07)

LTI PLAN 2006 LTI PLAN 2007 Var%

69.4 68.6 - 1.1%(EUR/mln)

IAS COST for Shareholders

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CONTACTS

For further information please contact:

Ms. Antonella Massari, Group Head of Investor Relations or Ms. M. Muller (tel. 0039 02 8862 3381)

Mr. Damien H. Teisseire, Global Head of Compensation & Benefits or Mr. G. Lanati (tel. 0039 8862 2039)