UNICREDIT GROUP LONG TERM INCENTIVE PLAN 2007

Shareholders’ Meeting – Extraordinary session

April 2007

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UNICREDIT GROUP LONG TERM INCENTIVE PLAN 2007

MIXED PACKAGE OF STOCK OPTIONS AND PERFORMANCE SHARES

GRANTING ALLOCATION

OVERALL DILUTION (all UniCredit plans)

GROUP PERFORMANCE INDICATORS

AGENDA

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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’

Annual 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 share capital in order to service the 2007 Group LTI Plan’s execution.

UNICREDIT GROUP LONG TERM INCENTIVE PLAN 2007

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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 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 /1

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

In the event that all stock options will be exercised as well as all performance shares will be assigned, the maximum total potential impact on UniCredit capital will be 0.56%.

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GRANTING ALLOCATION /2

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

The Board of Directors will resolve:

to increase share capital for a maximum period of 1 year, on one or more occasions, to service the exercise of stock options to subscribe to a maximum number of 47,350,000 ordinary shares, corresponding to a maximum amount of nominal € 23,675,000;

to carry out a free capital increase for a maximum period of 5 years, on one or more occasions, for a maximum nominal amount of € 5,500,000 through the issue of a maximum number of 11,000,000 ordinary shares (performance shares), by using the special reserve set up for this purpose and reinstated or increased each year or in accordance with other methods dictated by applicable laws and regulations.

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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 diltution: 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)