Prospectus - Notowania

19. RELATED-PARTY TRANSACTIONS
19.1. Introduction
In order to ensure compliance with the legislative and regulatory provisions currently in effect
for corporate information regarding related party transactions, the Issuer has adopted a
procedure to identify such transactions in which the deciding bodies provide adequate
information flows to meet the obligations of UniCredit's Directors as a listed company and
parent company of UniCredit Group.
As part of this effort, in the 2003 financial year, the Issuer’s Board of Directors defined the
identification criteria for related party transactions, consistent with the instructions provided by
CONSOB. The UniCredit Managing Director, exercising the power granted to him by the
Board of Directors, issued the necessary instructions for systematically fulfilling the
aforementioned notification obligations of the Issuer’s structures and companies belonging to
UniCredit Group.
Notwithstanding compliance with the principle set out in Article 2391 of the Italian Civil Code
regarding the interests of company directors, the Issuer must also comply with the provisions of
Article 136 of the TUB in regards to borrowings by bank corporate officers, or those that
perform administration, management or control functions in UniCredit (and parties that report
to them), who may borrow from the bank that they administer, manage or control only with a
unanimous resolution from the governing body and the favourable vote by the controlling body.
As such, the aforementioned officers must communicate of parties for which the development
of a possible relationship may result in the types of borrowings falling under Article 136 of the
TUB (individuals or legal entities and/or subsidiaries of company officers, as well as
companies in which said parties perform administration, management or control functions and
related parent companies and subsidiaries).
The Issuer routinely calls upon independent experts to issue fairness or legal opinions if the
nature of the transaction, including those with related parties, requires it, consistent with the
provisions of the self-imposed code of conduct.
The types of related parties relative to the Issuer and with which the Group companies have
performed transactions during the last three financial years include:
• direct and indirect subsidiaries - including joint subsidiaries - of the Issuer;
• associates of the Issuer;
• directors and managers with strategic responsibility in terms of planning, management and
control functions of the Issuer’s activities (key management personnel);
• close family members of key management personnel and subsidiaries of (or associates of)
key management personnel or their close family members;
• UniCredit Group employee pension funds.
19.2. Relationships and transactions with related parties
The Issuer has conducted and conducts business and financial relationships with related parties
(as defined by IAS 24).
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