MILAN, April 12 (Reuters) - UniCredit shareholders on

Friday voted to give CEO Andrea Orcel another three-year mandate

and backed the remuneration policy that makes him one of

Europe's best-paid bankers.

Shareholders representing 68.8% of the bank's capital

attended the meeting, with U.S. asset manager BlackRock ( BLK )

and German insurer Allianz the top two investors.

"I don't take my position for granted. I see it as something

that you have to continually earn," Orcel said in written

remarks to shareholders.

"We have made excellent progress in the last three years,

but our transformation journey is not over ... We will be

relentless in our determination to improve. This is the culture

I want to spread across all levels of our group during my second

term as CEO," he added.

Orcel and the other board candidates put forward by the

bank's outgoing directors got 91.5% of votes, UniCredit said.

Shareholders representing 88% of the share capital entitled

to vote at the meeting backed UniCredit's 2024 remuneration

policy, which had drawn criticism from leading proxy adviser

Glass Lewis.

Following a clarification requested to the European Banking

Authority over how to calculate the price of shares assigned as

part of pay packages to the bank's 800 so-called material risk

takers, UniCredit has increased the CEO's fixed pay by 10.8%,

payable in shares.

The fixed pay now stands at 3.6 million euros, with the

overall target pay standing at 8.6 million from 7.5 million and

the maximum pay, which applies when targets are surpassed,

reaching up to 10.8 million euros.

A former investment banker, Orcel has bet on an outsized

cashback to investors as the way to lift UniCredit's share

price, which has almost close a discount to book value that

amounted to 70% when the CEO took over in 2021.

Europe's most experienced banking dealmaker, Orcel has shied

away so far from major deals, saying he would only move if he

can preserve current shareholder returns while boosting

profitability by at least 10%.