UniCredit S.p.A. 2013 Reports and Accounts 2013 Reports and UniCredit S.p.A. Listen, understand, respond. UniCredit S.p.A. 2013 Reports and Accounts www.unicreditgroup.eu The emissions related to the printing and distribution of the 2013 UniCredit S.p.A. Report and Accounts, 2013 Consolidated Report and Accounts, and 2013 Sustainability Report, have been compensated with the support of Of cinae Verdi, which uses Gold Standard credits gained through the development of a land ll gas capture project in China. The Gold Standard is supported by WWF as it is the most rigorous global certi cation standard for carbon offset projects. his report expresses UniCredit’s approach to banking by telling everyday Tstories about our interactions with Customers, innovations in products and adaptability in services. These brief but meaningful stories come directly from our colleagues. They are examples of the tangible benefi ts and concrete solutions offered by UniCredit, demonstrating how we make a difference in people’s lives. Our clear goal to improve everyday circumstances is rooted in our complete commitment to outcomes that ensure Customer satisfaction. At UniCredit, listening to our Clients and engaging with them to offer simple, direct results lies at the heart of our commercial banking operations. It is part of our determined effort to contribute to the economic and social well-being of our Customers as well as the communities where we work. We will continue with this commitment to all of you, every day. UniCredit S.p.A. 2013 Consolidated2013 Reports Reports andand Accounts Accelerate Response times and problem solving. Sometimes our Customers may encounter some diffi culty, either at a branch or when banking online. These diffi culties require quick solutions. To help our Customers quickly, we offer them a questionnaire after every banking transaction. If they tell us they are not satisfi ed with the quality of a product or service, their branch manager contacts them directly within 48 hours, with a solution. In a six-month period, 15 percent of our Customers fi lled out the questionnaires, with 87 percent saying they were satisfi ed with our resolution of their issue. Customer Sactisfation Unit - UniCredit Bank - RUSSIA Contents Introduction 5 Board of Directors, Board of Statutory Auditors and External Auditors 7 Chairman’s message to the Shareholders 8 CEO’s Letter to the Shareholders 10 Note on the Report and Financial Statements 12 Directors’ Report on operations 15 Highlights 16 Condensed Financial Accounts 18 Condensed Financial Accounts - Quarterly figures 20 UniCredit Share 22 Results of the period 23 Organizational Model 36 Other information 40 Subsequent Events and Outlook 46 Proposals to the Shareholders’ Meeting 49 Company Accounts and Annexes 53 Company Accounts 55 Notes to the Accounts 63 Annexes 305 Certification of Annual Financial Statements pursuant to Article 81-ter of Consob Regulation no. 11971 of May 14, 1999 and subsequent amendments 321 Reports and resolutions 325 Report of the Board of Auditors 327 Report of the External Auditors pursuant to Article 14 and 16 of Legislative Decree no, 39 of January 27, 2010 341 Ordinary Shareholders’ Meeting resolution of May 13, 2014 345 Notes The following conventional symbols have been used in the tables: • a dash (-) indicates that the item/figure is inexistent or that the figures do not reach the minimum considered significant; • “n.s.” when are not in any case considered significant; Any discrepancies between data are solely due to the effect of rounding. UniCredit S.p.A. · 2013 Reports and Accounts 3 Simplify The bank within easy reach. Today’s Customers have less time to go to the branch, even though their needs are the same as ever. They need high-tech ways to access their bank services at any time, in any place. The answer to their needs? Subito Banca, which includes an app designed with input from our Customers. It facilitates a wide range of online banking processes and offers an opportunity to buy new Samsung smartphones and tablets at discounted prices. Transactional Products and Partnerships UniCredit - ITALY Introduction Board of Directors, Board of Statutory Auditors and External Auditors 7 Chairman’s message to the Shareholders 8 CEO’s Letter to the Shareholders 10 Note on the Report and Financial Statements 12 UniCredit S.p.A. · 2013 Reports and Accounts 5 Support Flexibility to meet Customer needs. “As the result of a discussion among different sections of the Risk Division, we realized that it is important to tailor communications according to the needs of each Customer. We worked together as a team, sharing our research and knowledge. This ultimately led to more fl exible reports and made us more responsive and proactive, improving the skills and cohesion of all internal departments.” Francesco Ivan Pomarico Group Financial Risk - UniCredit Holding Board of Directors, Board of Statutory Auditors and External Auditors (as at December 31, 2013) Board of Directors Giuseppe Vita Chairman Candido Fois Deputy Vice Chairman Vincenzo Calandra Buonaura Vice Chairmen Luca Cordero di Montezemolo Fabrizio Palenzona Federico Ghizzoni CEO Mohamed Ali Al Fahim Directors Manfred Bischoff Henryka Bochniarz Alessandro Caltagirone Francesco Giacomin Helga Jung Marianna Li Calzi Luigi Maramotti Giovanni Quaglia Lucrezia Reichlin Lorenzo Sassoli de Bianchi Alexander Wolfgring Anthony Wyand Gianpaolo Alessandro Company Secretary Board of Statutory Auditors Maurizio Lauri Chairman Giovanni Battista Alberti Standing Auditors Cesare Bisoni Enrico Laghi Maria Enrica Spinardi Federica Bonato Alternate Auditors Paolo Domenico Sfameni Beatrice Lombardini Roberto Nicastro General Manager Marina Natale Nominated Official in charge of drawing up Company Accounts Deloitte & Touche S.p.A. External Auditors UniCredit S.p.A. Registered office: Via Alessandro Specchi 16, 00186 Rome Central management office: Piazza Gae Aulenti, 3 - Tower A - 20154 Milan Share capital: 19,682,999,698.27 fully paid in Bank entered in the Register of Banks and Parent Company of the UniCredit Banking Group Banking Group Register: Cod. 02008.1. Cod. ABI 02008.1. Registered in the Rome Trade and Companies Register, Fiscal Code and VAT No. 00348170101. Member of the Interbank Deposit Protection Fund. UniCredit S.p.A. · 2013 Reports and Accounts 7 Chairman’s message to the Shareholders Dear Shareholders, in 2013, my first full year as UniCredit’s chairman, I have been deeply impressed by the solid position we have achieved, which enables us to make some important decisions for our organization. This position was made possible by the work of our highly motivated people and our outstanding operations across Europe. Excellent work was accomplished by our staff in the face of a troubled macroeconomic scenario. We are GIUSEPPE VITA now seeing early signs of a recovery, which will Chairman provide further support for our efforts to be Europe’s premier commercial bank. Our promising future is embodied in our new headquarters, the UniCredit Tower in Milan. The decision to lease Italy’s tallest building Our objective is to was not made for glamour or prestige, but for drive the economy and practical reasons. We have reaped enormous “ cost, efficiency and environmental benefits by unlock Europe’s full growth concentrating our team in these new facilities. potential. At our tower’s official opening on February 11, 2014, we recognized the 15th anniversary of the formation of our Group. It is worth reflecting on how we have evolved in those years from ” a typical Italian bank into a unique European institution. Along the way, we have treated European integration as an opportunity and have made sound choices that enabled us to compete in the ever-changing financial sector. Over the course of 2013, from our smallest branch to the top of the organization, we have been assimilating new technologies and adopting new ways to communicate with customers. These developments are a natural feature of our Group’s evolution – an evolution that has also had some influence on certain aspects of our governance. 8 2013 Reports and Accounts · UniCredit S.p.A. During the first full year of activity for our current continent. We implement our proven business Board of Directors, we continued to fine-tune solutions and knowledge across our territories, our governance with the object of increasing the delivering best practices throughout Europe. And board’s overall effectiveness and efficiency. By we remain one of the only European banks that leveraging the support of its committees and can play a central role in drawing the EU closer bolstering its system of delegation, we have together, both financially and industrially. sharpened the board’s focus on strategic analysis and key business decisions. These improvements As Europeans, we must believe in our collective have strengthened its planning and control potential and our shared future. We must functions. They have also enhanced our Group’s articulate that belief clearly and with conviction. ability to respond to changing regulatory For if we do not, anti-European sentiment may requirements and the recommendations of well prevail in the years to come. It is our hope supervisory authorities at the national and that Europeans will identify the vital goals that European levels. can draw them together, and then work with determination to achieve them. Yet our focus has extended beyond regulatory changes in the financial sector. As a leading At UniCredit, our objective is clear: to be a rock- European bank conducting business in Europe’s solid commercial bank that drives the economy major markets, we take a strong interest in the and unlocks Europe’s full growth potential. This future of the European Union. I fear that without role demands continued investment of resources a clear objective and a compelling message and energy in our constant improvement, thus capable of inspiring closer political integration, ensuring our success in an evolving financial the EU’s future will be hindered by significant landscape.