Prospectus - Notowania

For a description of intra-group transactions which occurred as part of the corporate
reorganisation process, refer to the First Section, Chapter 5, Paragraph 5.1.5 as well as the
Notes to the Group's consolidated financial statements for the years ended as at December 31,
2006, 2007 and 2008 and the half-year statements for 2009 and 2008, described in the First
Section, Chapter 20, Paragraph 20.1.
19.5. Other Related-Party Transactions
UniCredit is a shareholder of Mediobanca, holding an equity investment of 8.66% of
Mediobanca share capital as well as 70,982,659 2009/2011 warrants. In addition, the Issuer is
part of the block agreement on Mediobanca shares stipulated November 4, 2008 and renewed
through December 31, 2011, with the objective of ensuring stability in Mediobanca’s share
structure as well as the representativeness of its management team. Mediobanca is considered a
Related Party to the Issuer.
Mediobanca has an equity investment of 5.916% of the share capital represented by UniCredit
ordinary shares, equivalent to 991,211,860 shares, of which 967,564,061 (or 5.775%) shares in
residuary ownership with usufruct right by UniCredit and as a guarantee to Bank of New York
and for which the voting right is suspended for the entire duration of the beneficial interest.
Together with Merrill Lynch International, Credit Suisse Securities (Europe) Limited, Goldman
Sachs International and UBS Limited, as well as BNP PARIBAS, Nomura International Plc
and Société Générale, separately and without any joint and several restriction, Mediobanca
assumed the commitment to subscribe the remaining unsubscribed UniCredit shares at the end
of the offer, in accordance with Article 2441.3 of the Italian Civil Code up to the maximum
amount of €4 billion. For further information, refer to Second Section, Chapter 5, Paragraph
5.4.3.
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