Prospectus - Notowania

equity investments and business lines from HVB (after its entry into UniCredit Group) to
UniCredit or other UniCredit Group companies (and vice versa). In addition, they argue that the
HVB reorganisation cost should be borne by UniCredit.
The defendants in the lawsuit are UniCredit, its Managing Director, Alessandro Profumo, and
the former Managing Director of HVB, Wolfgang Sprissler.
The plaintiffs are seeking: (i) damages in the amount of €17.35 billion, plus interest; (ii) that
the Munich Court order UniCredit to pay HVB's minority shareholders appropriate
compensation in the form of a guaranteed regular dividend from November 19, 2005 onwards.
The defendants lodged their defence pleas with the Regional Court of Munich on February 25,
2008.
Furthermore, another minority shareholder of HVB, Vzfk – already owner of a non-significant
shareholding in the company capital - started legal proceedings that were substantially similar
towards UniCredit, its CEO, Alessandro Profumo and the then CEO of HVB, Wolfang
Sprissler (for an amount equal to €173.5 million plus interest) and the Regional Court of
Munich combined the mentioned proceedings to that promoted by the hedge fund on July 29,
2009
The defendants, while aware of the risks that any such suit inevitably entails, are of the opinion
that the claims are groundless, given that all of the transactions referred to by the plaintiffs
were carried out on payment of consideration which was held to be fair on the basis of thirdparty
advisors' opinions. As such, no provision has been made.
Special Representative
On June 27, 2007, the HVB annual Shareholders’ Meeting passed a resolution for a claim of
damages against UniCredit, its legal representatives, and members of HVB's management
board and supervisory board, citing damages to HVB due to the sale of the its equity
investment in BA and the Business Combination Agreement (BCA) entered into with
UniCredit during the integration process. The attorney Thomas Heidel was appointed as
Special Representative by a shareholders’ resolution voted on by the minority shareholders
with the task of verifying if there are sufficient grounds to move forward with this claim. To
this end, the Special Representative was granted the authority to examine documents and obtain
further information from the company.
Based on his investigations within HVB, in December 2007, the Special Representative asked
UniCredit to restore the purchased BA shares to HVB.
In January 2008, UniCredit replied to the Special Representative, stating that, in its view, such
a request was unfounded.
On February 20, 2008 Attorney Heidel, acting as Special Representative, filed a petition against
UniCredit, its Managing Director, Alessandro Profumo, the former Managing Director of HVB,
Wolfgang Sprissler and HVB's Chief Financial Officer, Rolf Friedhofen, requiring the
defendants to return the BA shares to HVB along with compensation to HVB for any additional
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