Prospectus - Notowania

On April 30, 2009, the ordinary session of the shareholders' meeting resolved to pay a
dividend of €0.025 per savings share, allocating the remaining profit to reserves. In the
extraordinary session, the shareholders’ meeting resolved to allocate profit to
shareholders through the assignment of UniCredit scrip issue shares (so-called scrip
dividend) arising out of a free capital increase of a total nominal amount of
€1,218,815,136.50 by using the corresponding reserve and subsequent issue of
2,435,097,842 ordinary shares and 2,532,431 savings shares of a nominal value of
€0.50 each. Specifically, the shareholders’ meeting resolved to assign 29 new ordinary
shares for every 159 ordinary shares owned and 7 new savings shares for every 60
savings shares owned, made available to shareholders on May 21, 2009 (trading "ex”
starting on May 18, 2009).
20.8. Legal and arbitration proceedings
As at the Prospectus Date, there are pending lawsuits against the Issuer and other UniCredit
Group companies.
In many cases, there is substantial uncertainty regarding the outcome of the proceedings and
the amount of any possible losses. These cases include criminal proceedings, administrative
proceedings by the Supervisory Authority and claims in which the petitioner has not
specifically quantified the penalties requested (for example, in putative class action in the
United States). In such cases, given the infeasibility of predicting possible outcomes and
estimating any losses in a reliable manner, no provisions are made. However, where it is
possible to reliably estimate the amount of possible losses and the loss is considered likely,
provisions are made in the financial statements based on the circumstances and consistent with
IAS international accounting standards.
To protect against possible liabilities that may result from pending lawsuits (excluding labour
law, tax cases or credit recovery actions), UniCredit Group has a provision for risks of charges
of €1.2 billion as at September 30, 2009. However, it is possible that this provision may not be
sufficient to entirely meet the legal charges and the fines and penalties requested in pending
legal actions.
Therefore, it may occur that a negative outcome for said proceedings could have a harmful
effect on the financial situation of UniCredit Group.
In addition, there are a limited number of disputes related to credit recovery proceedings in
which UniCredit Group companies are involved, which could also have negative impacts on the
financial situation of UniCredit Group.
The following is a summary of pending cases in which UniCredit Group is involved, and which
have a value of €100 million or greater. Tax, labour law and credit recovery cases are not
included.
Action initiated against UniCredit, its Managing Director and the Managing Director of
HVB (Hedge Fund Claim) and action initiated against Verbraucherzentrale (VzfK Claim)
In July 2007, eight hedge funds, (followed by various minority shareholders of HVB),
submitted a writ of summons to the Regional Court of Munich for compensation for damages
allegedly suffered by HVB as a consequence of certain transactions regarding the transfer of
- 341 -