Prospectus - Notowania

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Antonio Maria Marocco Istituto Immobiliare Italiano del Directors Chairman of the Board of Incumbent Nord S.p.A. Directors Manifatture del Nord S.r.l. Vice Chairman of the Board of Directors Incumbent Marella S.r.l. Vice Chairman of the Board of Directors Incumbent Marina Rinaldi S.r.l. Vice Chairman of the Board of Directors Incumbent Max Mara S.r.l. Chairman of the Board of Directors Incumbent Max Mara Fashion Group S.r.l. Vice Chairman of the Board of Directors Incumbent Max Mara Finance S.r.l. Vice Chairman of the Board of Directors Incumbent Maxima S.r.l. Chairman of the Board of Directors Incumbent Finca y Comercio de Gratia S.A. Chairman of the Board of Directors Incumbent International Fashion Trading S.A Chairman of the Board of Directors Incumbent Max Mara S.a.S. Director Incumbent Max Mara Japan Ltd. Director Incumbent Max Mara Hosiery S.r.l. Chairman of the Board of Directors Incumbent Max Mara USA Inc. Chairman of the Board of Directors Incumbent Max Mara USA Retail Inc. Chairman of the Board of Directors Incumbent Cams S.r.l. Partner Incumbent Madonna dell’Uliveto Soc. Coop. Director Incumbent Unity R.E. S.p.A. Chairman of the Board of Directors Incumbent Max Mara Ltd. Director Ceased Max Mara Scandinavia Aps Chairman of the Board of Directors Ceased Cobema S.A. Director Ceased Comax S.A. Director Ceased Abaxbank S.p.A. Director Ceased Tessitura Varano Borghi S.r.l. Director Ceased Grosvenor Continental Europe S.A.S. Non Executive Director Ceased Soprotex S.A. Chairman of the Board of Directors Ceased Credemvita S.p.A. Director Ceased Credemassicurazioni S.p.A. Director Ceased Reale Mutua Assicurazioni S.p.A. Member of the Board of Directors Incumbent Reale Immobili S.p.A. Member of the Board of Directors Incumbent Exor S.p.A. Member of the Board of Directors and of the Audit Committee Incumbent IFIL - Finanziaria di Partecipazioni Member of the Board of Ceased S.p.A. Directors Chairman of the Audit Committee - 286 -
Banca SANPAOLO IMI S.p.A. Member of the Board of Directors Ceased Fondazione Cassa di Risparmio di Torino Policy Director Ceased Carlo Pesenti Italmobiliare S.p.A. General Manager and Member of the Board of Directors and of the Executive Committee Incumbent Ciments Français S.A. Vice Chairman Incumbent RCS Media Group S.p.A. Member of the Board of Directors and of the Executive Committee Incumbent Mediobanca S.p.A. Member of the Board of Directors Incumbent Italcementi S.p.A. Managing Director and Member of the Executive Committee Incumbent Ambienta Sgr Independent Director Incumbent BravoSolution S.p.A. Vice Chairman Ceased BravoSolution Espana SA. Member of the Board of Directors Ceased Unione di Banche Italiane Scpa Member of the Board of Ceased (formerly Banche Popolari Unite Scpa) Directors Business Council Italo-Egiziano (Italy-Egypt Business Council) Co-Chairman Ceased Mediobanca S.p.A. Member of the Supervisory Board Ceased Mediobanca S.p.A. Member of the Board of Directors Ceased Intertrading S.r.l. Chairman Ceased SESAAB S.p.A. Director Ceased KM Europa Metal AG Member of the Supervisory Board Ceased Lucrezia Dipartimento di Economia Full Professor Incumbent Reichlin (Department of Economics), London Business School Assessment panel of research projects on social sciences financed by the European Union Member Incumbent European Central Bank, Frankfurt General Research Manager Ceased Université Libre de Bruxelles, Belgium Full Professor of Economics Ceased Hans-Jűrgen Schinzler Munich Reinsurance Company Chairman of the Supervisory Board Incumbent Max-Planck-Gesellschaft zur Treasurer and Member of Incumbent Förderung der Wissenschaften e.V. the Senate Wittelsbacher Ausgleichsfonds Chairman Incumbent Münchener Rück Stiftung Chairman of the Board of Trustees Incumbent Metro AG Member of the Supervisory Board Incumbent Deutscher Verein für Member of the Board of Incumbent Versicherungswissenschaft e.V. Directors Deutsche Telekom Stiftung Member of the Board of Trustees Incumbent Freundeskreis des Bayerischen Member of the Council Incumbent - 287 -
Page 1 and 2:
Prospectus relating to the offer un
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4.3.3 Risks associated with the per
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20.4. Audit of annual financial inf
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6.5 Stabilisation..................
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Banca dell’Umbria Banca dell’Um
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Issuer or UniCredit or the Company
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Germany, and between January 14, 20
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UniCredit Family Financing Bank Uni
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CDO Acronym of Collateralized Debt
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well as the negative “prudential
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RWA (Risk-weighted asset) Value wei
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(h) Counterpart risk; (i) Risks ass
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Since its creation, the Group has c
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For greater information on the UniC
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OPERATING PROFIT (millions of €)
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The members of the Board of Directo
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Article 2441, first, second and thi
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− notification that the investor
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Selected financial information on t
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• statutory financial statements
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1. PARTIES RESPONSIBLE 1.1 Parties
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consolidated interim report as of t
Page 45 and 46:
The reclassified income statement f
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Trading, hedging and fair value inc
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at 12.31.2008 Notional value 28,772
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4. RISK FACTORS - 51 - RISK FACTORS
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- 53 - RISK FACTORS Since the finan
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- 55 - RISK FACTORS 2009 did not em
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- 57 - RISK FACTORS liquidity facil
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- 59 - RISK FACTORS which €1,686
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- 61 - RISK FACTORS Increases in th
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- 63 - RISK FACTORS Some of the met
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- 65 - RISK FACTORS Regional Court
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- 67 - RISK FACTORS Dalmata S.r.l.
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- 69 - RISK FACTORS • Vanderbilt
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- 71 - RISK FACTORS It is maintaine
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- 73 - RISK FACTORS With reference
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- 75 - RISK FACTORS related supplem
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- 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
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- 83 - RISK FACTORS effects on the
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- 85 - RISK FACTORS 4.2.5 Risks ass
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- 87 - RISK FACTORS For further inf
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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
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December 2007 UniCredit reached an
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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
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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.
Page 235 and 236: and Romania). Growth in the Poland
Page 237 and 238: ( in millions of Euros) % Change Ne
Page 239 and 240: markets recorded in 2007 (Croatia,
Page 241 and 242: Gross profit therefore stands at
Page 243 and 244: amounting to € 1,222 million in a
Page 245 and 246: 1. Deposits from banks 152,437 1,94
Page 247 and 248: usiness segments have posted result
Page 249 and 250: (in millions of €) % Change Opera
Page 251 and 252: (in millions of €) RECONCILIATION
Page 253 and 254: 100. Income (Losses) from sale or r
Page 255 and 256: 100. Income (Losses) from sale or r
Page 257 and 258: This result should not be considere
Page 259 and 260: 10.2. Information regarding the fin
Page 261 and 262: 5.00% 02.01.2016 applicable not app
Page 263 and 264: HVB Lux Geldilux - TS - 2005 tradit
Page 265 and 266: 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
Page 271 and 272: Quadrante Europa (Platform for logi
Page 273 and 274: esearch on the strategies of multin
Page 275 and 276: Director; he is a Member of the Boa
Page 277 and 278: the Management Board of Bank Austri
Page 279 and 280: Alessandro Profumo Giovanni Belluzz
Page 281 and 282: Manfred Bischoff Enrico Tommaso Cuc
Page 283 and 284: Donato Fontanesi Francesco Giacomin
Page 285: Marianna Li Calzi Salvatore Ligrest
Page 289 and 290: Mischek Privatstiftung Member of th
Page 291 and 292: The members of the Board of Statuto
Page 293 and 294: Massimo Livatino. Degree in Economi
Page 295 and 296: CSP Società Consortile a r.l. Chai
Page 297 and 298: Giuseppe Verrascina Interpump Group
Page 299 and 300: Eastern Europe. In November 2001 he
Page 301 and 302: Group and merger with the Capitalia
Page 303 and 304: Reninvest SA Member of the Board of
Page 305 and 306: Fondazione Ugo Foscolo (UniCredit &
Page 307 and 308: - on the Warsaw Stock Exchange in r
Page 309 and 310: Person Position description Compens
Page 311 and 312: Person Position description Compens
Page 313 and 314: Other key management personnel, lis
Page 315 and 316: Friedrich Kadrnoska Director April
Page 317 and 318: External Auditors, as well as the s
Page 319 and 320: - put in place a set of regulations
Page 321 and 322: 1 shares received in 2009 following
Page 323 and 324: (c) “Discount Share”: at the en
Page 325 and 326: subsidiaries - direct or indirect -
Page 327 and 328: For that which concerns the informa
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Page 331 and 332: The following table provides detail
Page 333 and 334: November 2008 December 2008 January
Page 335 and 336: 20. FINANCIAL INFORMATION REGARDING
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Balance Sheet In the following tabl
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A. 1. OPERATING ACTIVITIES Operatio
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On April 30, 2009, the ordinary ses
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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
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In fact, the bank believes it has c
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In the meantime, HVB, which believe
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Madoff In December 2008, Bernard L.
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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
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Pursuant to Section 27 of the Artic
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Additionally, the Shareholders’ M
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If these provisions are violated, a
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the interest held by UniCredit in B
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22.7. Agreement for the sale by BA
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First Contribution, shares of the O
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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
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Non Qualifying Holdings contribute
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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
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are subject to taxation on the disp
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donation or the acceptance of inher
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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
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€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
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Consolidated Interim Report as at S
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3 Consolidated Interim Report as at
Page 455 and 456:
Contents 7 Consolidated Interim Rep
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Changes made to enable proper compa
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11 >> Consolidated Interim Report T
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Notes 13 Interim Report on Operatio
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Highlights 15 >> Interim Report on
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17 >> Interim Report on Operations
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Page 469 and 470:
Results by Business Segment 21 >> I
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UniCredit Share SHARE INFORMATION S
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25 >> Interim Reports on Operations
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27 >> Interim Reports on Operations
Page 477 and 478:
Operating Profit Breakdown 29 >> In
Page 479 and 480:
Non-Interest Income 31 >> Interim R
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Net Profit attributable to the Grou
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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
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47 >> Group Results Retail The SRT
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Retail Network Austria 49 >> Group
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Asset Gathering 51 >> Group Results
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53 >> Group Results Corporate & Inv
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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
Page 513 and 514:
65 >> Group Results Asset Managemen
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67 >> Group Results Central Eastern
Page 517 and 518:
Page 519 and 520:
Page 521 and 522:
73 >> Group Results Poland’s Mark
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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
Page 548 and 549:
100
Page 550 and 551:
Part A) Accounting Policies A1) Gen
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Section 3 - Consolidation Scope and
Page 554 and 555:
Investments in subsidiaries, compan
Page 556 and 557:
NAME MAIN OFFICE CONSOLIDATED INTER
Page 558 and 559:
Page 560 and 561:
NAME MAIN OFFICE DELPHA IMMOBILIEN-
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NAME MAIN OFFICE GRUNDSTUCKSAKTIENG
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Page 570 and 571:
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Page 574 and 575:
Page 576 and 577:
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Page 580 and 581:
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Section 4 - Subsequent Events No ev
Page 584 and 585:
136
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Part B) Consolidated Balance Sheet
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Section 5 - Held-to-maturity invest
Page 590 and 591:
Section 12 - Property, plant and eq
Page 592 and 593:
The CGU is the lowest level at whic
Page 594 and 595:
Section 15 - Non-current assets and
Page 596 and 597:
Section 3 - Debt securities in issu
Page 598 and 599:
Section 15 - Shareholders’ Equity
Page 600 and 601:
152
Page 602 and 603:
Part C) - Consolidated Income State
Page 604 and 605:
Section 3 - Dividend income and sim
Page 606 and 607:
Section 8 - Impairment losses - Ite
Page 608 and 609:
Section 12 - Provisions for risks a
Page 610 and 611:
162
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Part D - Segment Reporting (amounts
Page 614 and 615:
A - Primary Segment Segment Reporti
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168
Page 618 and 619:
Part E - Risks ad related risk mana
Page 620 and 621:
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
Page 630 and 631:
The following table shows exposure
Page 632 and 633:
The residual life of sponsored cond
Page 634 and 635:
Structured credit product exposures
Page 636 and 637:
The Group’s portfolio includes th
Page 638 and 639:
A financial instrument is regarded
Page 640 and 641:
The following table gives the amoun
Page 642 and 643:
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
Page 650 and 651:
Section 3 - Liquidity risk Managing
Page 652 and 653:
Organizational structure Senior Man
Page 654 and 655:
B. Legal Risks There are a number o
Page 656 and 657:
Cirio In April 2004 the Extraordina
Page 658 and 659:
Divania S.r.l In the first half of
Page 660 and 661:
Mario Malavolta On July 2009 Mr. Ma
Page 662 and 663:
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
Page 668 and 669:
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
Page 682 and 683:
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
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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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