Prospectus - Notowania

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European Central Banks System or ESBC The body established by the European Central Bank and by the national central banks of the 27 European Union member nations, irrespective of adoption of the single currency. External Auditors KPMG S.p.A. with registered offices in Via Vittor Pisani, 25, Milan, Italy, enrolled in the ordinary section of the Companies’ Register at the Milan Chamber of Commerce under No. 00709600159. Splitska Banka Splitska Banka D.D. Articles of Association The Issuer’s Articles of Association applicable as of the Date of the <strong>Prospectus</strong>. Strategic Business Area or SBA The 3 strategic business areas: Retail, CIB&PB and GBS via which the Group operates. Consolidated Finance Act or TUF Italian Legislative Decree No. 58 dated February 24, 1998 and subsequent amendments and supplements. Consolidated Banking Act or TUB Italian Legislative Decree No 385 dated September 1, 1993 and subsequent amendments and supplements. ITCL President of the Republic’s Decree No. 917 dated December 22, 1986 (Income Tax Consolidation Law) and subsequent amendments and supplements. UBM UniCredit Banca Mobiliare S.p.A. UBMC UniCredit Banca Mediocredito S.p.A. UBP UniCredit Business Partner S.C.p.A. UGIS UniCredit Global Information Services S.C.p.A. UniCredit Audit UniCredit Audit S.C.p.A. UniCredit Banca UniCredit Banca S.p.A. UniCredit Banca di Roma UniCredit Banca di Roma S.p.A. UniCredit Banca per la Casa UniCredit Bank, Milan Branch UniCredit Banca per la Casa S.p.A. (now merged within UniCredit Family Financing Bank). UniCredit Bank A.G., Milan Branch, with registered office in Milan, via Tommaso Grossi, 10 that acts, together with Merrill Lynch International, in the quality of Joint Global Coordinator. UniCredit Corporate Banking UniCredit Corporate Banking S.p.A. (formerly UniCredit Banca d’Impresa S.p.A.). - 14 -
UniCredit Family Financing Bank UniCredit Family Financing Bank S.p.A. (formerly UniCredit Consumer Financing Bank S.p.A.). UniCredit Global Leasing UniCredit Global Leasing S.p.A. (now UniCredit Leasing). UniCredit Leasing UniCredit Leasing S.p.A. UniCredit Private Banking UniCredit Private Banking S.p.A. UniCredit Real Estate UniCredit Real Estate S.C.p.A. UniCredit Romania UniCredit Romania S.A. UniCredit Xelion Banca UniCredit Xelion Banca S.p.A. (now merged within FinecoBank). UPA UniCredit Processes & Administration S.p.A. (now UBP). Zagrebačka Zagrebačka Banka D.D. - 15 -
Page 1 and 2: Prospectus relating to the offer un
Page 3 and 4: 4.3.3 Risks associated with the per
Page 5 and 6: 20.4. Audit of annual financial inf
Page 7 and 8: 6.5 Stabilisation..................
Page 9 and 10: Banca dell’Umbria Banca dell’Um
Page 11 and 12: Issuer or UniCredit or the Company
Page 13: Germany, and between January 14, 20
Page 17 and 18: CDO Acronym of Collateralized Debt
Page 19 and 20: well as the negative “prudential
Page 21 and 22: RWA (Risk-weighted asset) Value wei
Page 23 and 24: (h) Counterpart risk; (i) Risks ass
Page 25 and 26: Since its creation, the Group has c
Page 27 and 28: For greater information on the UniC
Page 29 and 30: OPERATING PROFIT (millions of €)
Page 31 and 32: The members of the Board of Directo
Page 33 and 34: Article 2441, first, second and thi
Page 35 and 36: − notification that the investor
Page 37 and 38: Selected financial information on t
Page 39 and 40: • statutory financial statements
Page 41 and 42: 1. PARTIES RESPONSIBLE 1.1 Parties
Page 43 and 44: consolidated interim report as of t
Page 45 and 46: The reclassified income statement f
Page 47 and 48: Trading, hedging and fair value inc
Page 49 and 50: at 12.31.2008 Notional value 28,772
Page 51 and 52: 4. RISK FACTORS - 51 - RISK FACTORS
Page 53 and 54: - 53 - RISK FACTORS Since the finan
Page 55 and 56: - 55 - RISK FACTORS 2009 did not em
Page 57 and 58: - 57 - RISK FACTORS liquidity facil
Page 59 and 60: - 59 - RISK FACTORS which €1,686
Page 61 and 62: - 61 - RISK FACTORS Increases in th
Page 63 and 64: - 63 - RISK FACTORS Some of the met
Page 65 and 66:
- 65 - RISK FACTORS Regional Court
Page 67 and 68:
- 67 - RISK FACTORS Dalmata S.r.l.
Page 69 and 70:
- 69 - RISK FACTORS • Vanderbilt
Page 71 and 72:
- 71 - RISK FACTORS It is maintaine
Page 73 and 74:
- 73 - RISK FACTORS With reference
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- 75 - RISK FACTORS related supplem
Page 77 and 78:
- 77 - RISK FACTORS expressly adher
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4.1.17 Risks associated with activi
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- 81 - RISK FACTORS The UniCredit G
Page 83 and 84:
- 83 - RISK FACTORS effects on the
Page 85 and 86:
- 85 - RISK FACTORS 4.2.5 Risks ass
Page 87 and 88:
- 87 - RISK FACTORS For further inf
Page 89 and 90:
5 INFORMATION ON THE COMPANY 5.1. H
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What is more, in August 2004 Pionee
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(B) The merger transactions with th
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Register on September 25, 2007 and
Page 97 and 98:
December 2007 UniCredit reached an
Page 99 and 100:
Real Estate subsequently transferre
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associated with liabilities which a
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Total 3,781 4,003 4,186 3,086 -5.5%
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PIRELLI PEKAO REAL ESTATE SP. Z O.O
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a structure by sector of activities
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Total 2,680 5,616 5,458 10,510 8,21
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(ii) credit, debit and prepaid card
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The CIB business segment focuses on
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markets and corporate treasury sale
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econstructed INCOME STATEMENT FIGUR
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The table below discloses the main
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For the purposes of assessing the r
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(the available margin is provided b
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these shares, provided that the sha
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and up-dates on the basis of the pr
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(i) the granting of authorizations
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- 131 -
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Private Banking Business Unit (whic
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Piedmont 466 2,716 17 2 Puglia 173
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Europe (including Germany and Austr
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(b) PMI, for corporations with an a
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With regards to loans 19 , as at Ju
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and services, combining a unique ge
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• the guidelines, policies and st
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countries), with reference to the m
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• the introduction, within the ne
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Real estate risk consists of potent
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7. ORGANISATIONAL STRUCTURE 7.1. Gr
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- 155 -
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7.2. Issuer’s subsidiaries The fo
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NAME REGISTERED OFFICE COUNTRY ACTI
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NAME ASPRA FINANCE S.P.A. ITALY REG
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NAME REGISTERED OFFICE COUNTRY PEKA
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NAME REGISTERED OFFICE COUNTRY ACTI
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NAME REGISTERED OFFICE COUNTRY UNIC
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ARGENTAURUS IMMOBILIEN- VERM IETUNG
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• Tangible assets: breakdown of a
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The information regarding intangibl
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Vienna Donau-City Wed Donau - City
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9. REPORT ON THE OPERATIONAL AND FI
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slowdown in both German and, more s
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this Chapter refer to these changes
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• 2009 − Retail − Corporate &
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longer intended for trading due to
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illion, an increase of approximatel
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REGULATORY CAPITAL 09.30.2009 12.31
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capital requirements for market ris
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as per the accounting standards app
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At the end of 2008, available-for-s
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Non-financial companies 3,138 1,961
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and demand deposits 2.2 Time deposi
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derecognised Total (Carrying value)
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The coverage ratio (or the ratio be
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Situation as at 31.12.2007 Notional
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As at September 30, 2009, similar c
Page 209 and 210:
In its role as sponsor, the Group s
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showed a great deal of volatility,
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The Group does not have any mortgag
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B.2 Financial assets designated at
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During Q3 2009, UniCredit Real Esta
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Total 8,175 8,049 9,105 6,872 1.6%
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Total interest income is, for the t
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(millions of €) % Change Fee and
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Net hedging income (loss) (millions
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Administrative expenses for personn
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consolidation were attributable sol
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The cost of credit risk (calculated
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eing completed on October 1, 2007.
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and Romania). Growth in the Poland
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( in millions of Euros) % Change Ne
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markets recorded in 2007 (Croatia,
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Gross profit therefore stands at
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amounting to € 1,222 million in a
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1. Deposits from banks 152,437 1,94
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usiness segments have posted result
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(in millions of €) % Change Opera
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(in millions of €) RECONCILIATION
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100. Income (Losses) from sale or r
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100. Income (Losses) from sale or r
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This result should not be considere
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10.2. Information regarding the fin
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5.00% 02.01.2016 applicable not app
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HVB Lux Geldilux - TS - 2005 tradit
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10.3. Indication of the financial r
Page 267 and 268:
12. INFORMATION ON EXPECTED TRENDS
Page 269 and 270:
14. ADMINISTRATION, MANAGEMENT OR S
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Quadrante Europa (Platform for logi
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esearch on the strategies of multin
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Director; he is a Member of the Boa
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the Management Board of Bank Austri
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Alessandro Profumo Giovanni Belluzz
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Manfred Bischoff Enrico Tommaso Cuc
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Donato Fontanesi Francesco Giacomin
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Marianna Li Calzi Salvatore Ligrest
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Banca SANPAOLO IMI S.p.A. Member of
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Mischek Privatstiftung Member of th
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The members of the Board of Statuto
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Massimo Livatino. Degree in Economi
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CSP Società Consortile a r.l. Chai
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Giuseppe Verrascina Interpump Group
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Eastern Europe. In November 2001 he
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Group and merger with the Capitalia
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Reninvest SA Member of the Board of
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Fondazione Ugo Foscolo (UniCredit &
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- on the Warsaw Stock Exchange in r
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Person Position description Compens
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Person Position description Compens
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Other key management personnel, lis
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Friedrich Kadrnoska Director April
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External Auditors, as well as the s
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- put in place a set of regulations
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1 shares received in 2009 following
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(c) “Discount Share”: at the en
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subsidiaries - direct or indirect -
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For that which concerns the informa
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customers Other assets 45 - 16 - -
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The following table provides detail
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November 2008 December 2008 January
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20. FINANCIAL INFORMATION REGARDING
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Balance Sheet In the following tabl
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A. 1. OPERATING ACTIVITIES Operatio
Page 341 and 342:
On April 30, 2009, the ordinary ses
Page 343 and 344:
losses in the matter or, if this pe
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International Industrial Participat
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debited to the plaintiff’s accoun
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Accordingly, the plaintiff requeste
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Zagrebačka maintains that the plai
Page 353 and 354:
In fact, the bank believes it has c
Page 355 and 356:
In the meantime, HVB, which believe
Page 357 and 358:
Madoff In December 2008, Bernard L.
Page 359 and 360:
standards, no provisions were made
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Investigations by the Polish Tax Au
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In addition, BiFin conducted an ins
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21. ADDITIONAL INFORMATION 21.1. Eq
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The Board of Directors resolved: i)
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medium-term incentive system for Gr
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09.18.2008 September 16, 2008 6,683
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01.04.2008 December 31, 2007 6,682,
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10.02.2006 September 15, 2006 5,218
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Only shareholders that individually
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financial or insurance sectors, in
Page 381 and 382:
Pursuant to Section 27 of the Artic
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Additionally, the Shareholders’ M
Page 385 and 386:
If these provisions are violated, a
Page 387 and 388:
the interest held by UniCredit in B
Page 389 and 390:
22.7. Agreement for the sale by BA
Page 391 and 392:
First Contribution, shares of the O
Page 393 and 394:
23. INFORMATION ORIGINATING FROM TH
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25. INFORMATION ON EQUITY INVESTMEN
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S. NAME MEDIOBANCA BANCA DI CREDITO
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List of the Main Companies Subject
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SECOND SECTION - 401 -
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2. RISK FACTORS For a description o
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3.4 Reasons for the Offer and Use o
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With reference to the voting right,
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Some general information about the
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esolution following the one pertain
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shareholders, and the companies and
Page 415 and 416:
Non Qualifying Holdings contribute
Page 417 and 418:
Capital gains realised by resident
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4.11.2 Germany The following sectio
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and is an employee of the Company.
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Shares acquired before December 31,
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deducted to the extent to which the
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4.11.3 Poland The following summary
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In order to eliminate the double ta
Page 431 and 432:
are subject to taxation on the disp
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donation or the acceptance of inher
Page 435 and 436:
ending dates, by submitting a reque
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The Shares subscribed before the en
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and Australia, and in the other Exc
Page 441 and 442:
€135,000,000, then extended to
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6. ADMISSION TO TRADING AND TRADING
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8. EXPENSES LINKED TO THE OFFER 8.1
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10. ADDITIONAL INFORMATION 10.1 Con
Page 449 and 450:
Consolidated Interim Report as at S
Page 451:
3 Consolidated Interim Report as at
Page 455 and 456:
Contents 7 Consolidated Interim Rep
Page 457 and 458:
Changes made to enable proper compa
Page 459 and 460:
11 >> Consolidated Interim Report T
Page 461 and 462:
Notes 13 Interim Report on Operatio
Page 463 and 464:
Highlights 15 >> Interim Report on
Page 465 and 466:
17 >> Interim Report on Operations
Page 467 and 468:
Page 469 and 470:
Results by Business Segment 21 >> I
Page 471 and 472:
UniCredit Share SHARE INFORMATION S
Page 473 and 474:
25 >> Interim Reports on Operations
Page 475 and 476:
27 >> Interim Reports on Operations
Page 477 and 478:
Operating Profit Breakdown 29 >> In
Page 479 and 480:
Non-Interest Income 31 >> Interim R
Page 481 and 482:
Net Profit attributable to the Grou
Page 483 and 484:
Profit before Taxes 35 >> Interim R
Page 485 and 486:
Capital Ratios 37 >> Interim Report
Page 487 and 488:
Page 489 and 490:
Risks connected with raising funds
Page 491 and 492:
Retail Introduction 43 >> Group Res
Page 493 and 494:
45 >> Group Results Retail Retail p
Page 495 and 496:
47 >> Group Results Retail The SRT
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Retail Network Austria 49 >> Group
Page 499 and 500:
Asset Gathering 51 >> Group Results
Page 501 and 502:
53 >> Group Results Corporate & Inv
Page 503 and 504:
Strategies and Product Lines Financ
Page 505 and 506:
57 >> Group Results Corporate & Inv
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59 >> Group Results Private Banking
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61 >> Group Results Private Banking
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It is not currently possible to est
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65 >> Group Results Asset Managemen
Page 515 and 516:
67 >> Group Results Central Eastern
Page 517 and 518:
Page 519 and 520:
Page 521 and 522:
73 >> Group Results Poland’s Mark
Page 523 and 524:
Further Information 75 >> Group Res
Page 525 and 526:
77 >> Group Results The combination
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New Group external growth initiativ
Page 529 and 530:
Transactions to dispose of equity i
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Steps to Strengthen Capital 83 >> G
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Outlook 85 >> Group Results Despite
Page 537 and 538:
89 RELASEMESTRALE CONSOLIDATA >> Co
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Liabilities and shareholders' equit
Page 541 and 542:
Page 543 and 544:
Page 545:
CONSOLIDATED CASH FLOW STATEMENT (i
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100
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Part A) Accounting Policies A1) Gen
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Section 3 - Consolidation Scope and
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Investments in subsidiaries, compan
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NAME MAIN OFFICE CONSOLIDATED INTER
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NAME MAIN OFFICE DELPHA IMMOBILIEN-
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NAME MAIN OFFICE GRUNDSTUCKSAKTIENG
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Section 4 - Subsequent Events No ev
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136
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Part B) Consolidated Balance Sheet
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Section 5 - Held-to-maturity invest
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Section 12 - Property, plant and eq
Page 592 and 593:
The CGU is the lowest level at whic
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Section 15 - Non-current assets and
Page 596 and 597:
Section 3 - Debt securities in issu
Page 598 and 599:
Section 15 - Shareholders’ Equity
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152
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Part C) - Consolidated Income State
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Section 3 - Dividend income and sim
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Section 8 - Impairment losses - Ite
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Section 12 - Provisions for risks a
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162
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Part D - Segment Reporting (amounts
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A - Primary Segment Segment Reporti
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168
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Part E - Risks ad related risk mana
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Quantitative Information A. Credit
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A.1.3 Balance sheet exposure to ban
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Information on Structured Credit Pr
Page 626 and 627:
Retention by the Group of the first
Page 628 and 629:
Securitized assets broken down by a
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The following table shows exposure
Page 632 and 633:
The residual life of sponsored cond
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Structured credit product exposures
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The Group’s portfolio includes th
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A financial instrument is regarded
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The following table gives the amoun
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Here follows the breakdown of balan
Page 644 and 645:
The following graphs analyze the ba
Page 646 and 647:
Currently, clockwise and counter-cl
Page 648 and 649:
Sensitivity to the volatility of in
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Section 3 - Liquidity risk Managing
Page 652 and 653:
Organizational structure Senior Man
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B. Legal Risks There are a number o
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Cirio In April 2004 the Extraordina
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Divania S.r.l In the first half of
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Mario Malavolta On July 2009 Mr. Ma
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Hypo Real Estate AG and Hypo Real E
Page 664 and 665:
Squeeze-out of minority shareholder
Page 666 and 667:
In addition, several proceedings ha
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220
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Part F - Information on Shareholder
Page 672 and 673:
Section 2 - Shareholders’ equity
Page 674 and 675:
B. Quantitative information Regulat
Page 676 and 677:
228
Page 678 and 679:
Part H - Related-party transactions
Page 680 and 681:
232
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Part I) Share-Based Payments A. Qua
Page 684 and 685:
236
Page 686 and 687:
Annex 1 - Reconciliation of Condens
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CONSOLIDATED INCOME STATEMENT (€
Page 690 and 691:
Annex 2 - Definition of Terms and A
Page 692 and 693:
- Pillar 1: while the objective of
Page 694 and 695:
Cost of risk The ratio between loan
Page 696 and 697:
Hedge Fund Speculative mutual inves
Page 698 and 699:
Liquidity risk The risk of the comp
Page 700 and 701:
Purchase Companies Vehicle used by
Page 702 and 703:
UCITS - Undertaking for Collective
Page 704 and 705:
256
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258
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Prospectus - Notowania

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