Prospectus - Notowania

losses in the matter or, if this petition is not granted by the Munich Court, to pay €13.9 billion
in damages.
On July 10, 2008, Attorney Heidel filed and gave notice of an amendment to the petition. In it
he asks that UniCredit, its Managing Director, and HVB’s former Managing Director and Chief
Financial Officer be ordered to return the additional amount of €2.98 billion (plus interest) in
addition to damages that may result from the capital increase resolved by HVB in April 2007
following the transfer of the banking business of the former UBM to HVB. Specifically, the
Special Representative asserts that the transfer was overvalued and that auditing rules were
violated.
Since it is doubtful that the amendment of the Special Representative’s petition is in line with
the resolution of the HVB Shareholders’ Meeting in June 2007, UniCredit considers the
plaintiff’s claims to be unfounded, partly in consideration of the fact that both the sale of BA
and the transfer of the operations of the former UBM during the HVB capital increase occurred
on the basis of independent assessments (fairness opinions and valuation reports) of wellknown
External Auditors and investment banks, thus, it has not made any provisions.
It should be noted that on November 10, 2008, an extraordinary meeting of HVB shareholders’
was held and resolved to revoke the resolution of June 27, 2007, consequently, Attorney Heidel
was removed as HVB’s Special Representative. This means that the Special Representative no
longer has the authority to prosecute the actions brought against UniCredit, its officers, or
HVB's officers, unless the resolution is declared null or ineffective. In particular, the removal
prevents the Special Representative from continuing his petition for damages, which, moreover,
will not disappear automatically, but rather only if a decision in this matter is made by HVB’s
supervisory board (against Wolfgang Sprissler and Rolf Friedhofen) and the management board
(against UniCredit and its Managing Director). HVB’s Statutory Bodies, with the assistance of
external consultants, initiated a review of this complex matter to make the related decisions
under their authority.
The removal of the Special Representative was contested by Attorney Heidel and by a minority
shareholder. On August 27, 2009 the Regional Court of Munich declared the Special
Representative’s removal null. However the decision is not yet final and binding, in that an
appeal is pending with the High Regional Court of Munich.
On June 2, 2009 the Regional Court of Munich decided to suspend arguments on the Special
Representative’s petition until a final decision is made on the validity of the appointment and
subsequent removal of the Special Representative.
The Special Representative submitted a request to review the suspension measure of the
petition. The same first instance judge will review and if, as expected, the judge does not
reverse his decision, the High Regional Court will decide on the correctness of the suspension
measure.
Cirio
In April 2004, the extraordinary administration of Cirio Finanziaria S.p.A. served notice to
Sergio Cragnotti and various banks including Capitalia (absorbed by UniCredit) and Banca di
Roma S.p.A., of a petition to obtain judgment declaring the invalidity of an allegedly illegal
agreement with Cirio S.p.A. regarding the sale of the dairy company Eurolat to Dalmata S.r.l.
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