Prospectus - Notowania

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15. COMPENSATION AND BENEFITS 15.1. Compensation and benefits to members of the Board of Directors and Board of Statutory Auditors, the General Manager and other key management personnel In accordance with Article 78 of the Issuers’ Regulations, the following table shows the compensation paid for any reason and in any form during the financial year closed as at December 31, 2008 by the Company and its direct or indirect subsidiaries to current members of the Board of Directors and the Board of Statutory Auditors that were in office in 2008. - 308 -
Person Position description Compensation First and Last Names Position held Period for which position was held DIRECTORS Dieter Rampl Chairman of the Board of Directors Chairman of the Permanent Strategic Committee Chairman of the Corporate Governance, HR and Nomination Committee Chairman of the Remuneration Committee Member of the Internal Control and Risks Committee Fabrizio Palenzona Deputy Chairman of the Board of Directors Member of the Permanent Strategic Committee Chairman of the Remuneration Committee Anthony Wyand Deputy Chairman of the Board of Directors Member of the Permanent Strategic Committee Chairman of the Internal Control and Risks Committee Alessandro Profumo Member of the Board of Directors Member of the Permanent Strategic Committee January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 January 1, 2008 – December 31, 2008 - 309 - Emoluments for the position in the Company preparing the accounts (thousands of €) Non-monetary benefits Bonuses and other incentives Other compensation 1,386 26 11 44 43 43 45 240 44 42 240 44 45 336 12 3,045 44
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
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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.
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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
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 and 286: Marianna Li Calzi Salvatore Ligrest
Page 287 and 288: Banca SANPAOLO IMI S.p.A. Member of
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: - on the Warsaw Stock Exchange in r
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
Page 337 and 338: Balance Sheet In the following tabl
Page 339 and 340: 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
Page 345 and 346: International Industrial Participat
Page 347 and 348: debited to the plaintiff’s accoun
Page 349 and 350: Accordingly, the plaintiff requeste
Page 351 and 352: 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.
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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
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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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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
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Operating Profit Breakdown 29 >> In
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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
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Capital Ratios 37 >> Interim Report
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Risks connected with raising funds
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Retail Introduction 43 >> Group Res
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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
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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
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67 >> Group Results Central Eastern
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Page 519 and 520:
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73 >> Group Results Poland’s Mark
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Further Information 75 >> Group Res
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77 >> Group Results The combination
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New Group external growth initiativ
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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
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89 RELASEMESTRALE CONSOLIDATA >> Co
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Liabilities and shareholders' equit
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Page 543 and 544:
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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
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The CGU is the lowest level at whic
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Section 15 - Non-current assets and
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Section 3 - Debt securities in issu
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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
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
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Retention by the Group of the first
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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
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The following graphs analyze the ba
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Currently, clockwise and counter-cl
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Sensitivity to the volatility of in
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Section 3 - Liquidity risk Managing
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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
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Squeeze-out of minority shareholder
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In addition, several proceedings ha
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220
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Part F - Information on Shareholder
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Section 2 - Shareholders’ equity
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B. Quantitative information Regulat
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228
Page 678 and 679:
Part H - Related-party transactions
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232
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Part I) Share-Based Payments A. Qua
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236
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Annex 1 - Reconciliation of Condens
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CONSOLIDATED INCOME STATEMENT (€
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Annex 2 - Definition of Terms and A
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- Pillar 1: while the objective of
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Cost of risk The ratio between loan
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Hedge Fund Speculative mutual inves
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Liquidity risk The risk of the comp
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Purchase Companies Vehicle used by
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UCITS - Undertaking for Collective
Page 704 and 705:
256
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258
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