Prospectus - Notowania

Article 2441, first, second and third sections, of the Italian Civil Code and, therefore to grant the Board
of Directors the widest powers to: (i) establish the issue price (inclusive of the share premium) with
reference to the theoretical ex-right price (or TERP) of ordinary UniCredit shares, calculated in
accordance with current methods, on the basis of the official stock exchange price on the stock
exchange day open prior to the determination of the issue price by the Board of Directors and possibly
discounted to the extent which will be established by the Board of Directors on the basis of the market
conditions prevailing at the time of the effective launch of the capital increase, it being understood that
the issue price of each ordinary share cannot in any event be less than its individual par value (€0.50);
(ii) determine – as a consequence of the matters envisaged (i) – the maximum number of newly-issued
shares as well as the allocation under option ratio; (iii) determine the timescale for the execution of the
capital increase resolutions, in particular for the launch of the offer of the option rights as well as the
subsequent offer on the market of the rights possibly un-opted at the end of the subscription period, in
observance of the deadline of June 30, 2010.
On January 7, 2010, the Company’s Board of Directors resolved to issue 2,516,889,453 newly-issued
ordinary shares, with the same characteristics as those in circulation, to be offered under option to the
shareholders at a price of €1.589 per share, of which €1.089 by way of share premium, at a ratio of 3
newly-issued shares for each 20 ordinary and/or savings share held, for a total equivalent value of
€3,999,337,340.82.
The equivalent value of the Offer is therefore €3,999,337,340.82 of which €1,258,444,726.50 by way
of capital and €2,740,892,614.32 by way of share premium.
The following table shows the essential information on the Offer.
Essential information
Total equivalent value of the Offer €3,999,337,340.82
Number of shares under Offer 2,516,889,453
Option ratio No. 3 of shares for each 20 ordinary and/or
savings share held
Offer Price €1.589 per Share
Par value per Share €0.50
Share premium per Share €1.089
Percentage of Company’s share capital represented by the shares
subject to the Offer under Option after the Capital Increase
(hypothesizing its full subscription)
13.04%
Number of shares of the Company after the Capital Increase 19,296,628,481
(hypothesizing its full subscription)
Post-Offer UniCredit share capital (hypothesizing its full €9,648,314,240.50
subscription)
For further details relating to the Offer, reference should be made to the Second Section, Chapter 5.
Beneficiaries and markets of the Offer
The Shares are offered under option to all the Company’s ordinary and savings shareholders.
Authorization to publish the Prospectus (as per the Consob memo, No. 10000709, dated January 7,
2010) is valid in Italy and, following the procedure pursuant to Article 11.1 of the Issuer’s
Regulations, in Germany and Poland. For the purposes of the procedures pursuant to Article 11.1 of
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