Prospectus - Notowania
Prospectus - Notowania Prospectus - Notowania
Bank Austria (BA), against which a petition was filed at the end of 2007, as successor of Creditanstalt AG (CA). The plaintiffs maintain that the latter was involved in the aforementioned alleged fraudulent activities, as it was the credit institution of one of the companies involved in said activities. Valauret S.A. is seeking damages of €129.8 million in addition to legal costs and Hughes de Lasteyrie du Saillant is seeking €4.09 million for direct damages, €200,000 for moral injury and €100,000 pursuant to Article 700 of the French Civil Procedures Code for reimbursement of legal costs. In BA’s opinion, the involvement of CA in fraudulent activities is without grounds. In 2006, well before the action was extended to BA, the civil proceedings were suspended following the opening of criminal proceedings lodged by the French public ministries based on the criminal charge against persons unknown by the same plaintiffs. In December 2008, the Commercial Court of Paris suspended the civil proceedings against BA. In relation to such circumstances no provisions were made. Treuhandanstalt A suit is pending against Bank Austria Creditanstalt AG (currently BA) related to the claims of Treuhandanstalt, the German public agency for new Lander reconstruction, the predecessor of Bundesanstalt fur vereinigungsbedingte Sonderaufgaben (“BvS”) against AKB Privatbank Zürich AG (formerly Bank Austria (Schweiz) AG), a former subsidiary of BA. Essentially it is asserted that the former subsidiary embezzled funds from companies in the former East Germany. BvS is requesting compensation for damages of approximately €128 million, plus interest dating back to 1992. BA maintains that the claims are groundless. In consideration of such, no provisions have been made as at the Date of the Prospectus. On June 25, 2008 the Zurich District Court rejected the request of BvS, with the exception of the amount of €320 thousand that, in the Court's opinion, represents fees and commissions applied in good faith, in accordance with a contract that was no longer valid, by the former subsidiary of BA. Overall, the judgment confirmed that the bank’s actions were appropriate. Following the appeal submitted by both parties, the suit will continue in front of the Zurich Court of Appeals. Association of small shareholders of NAMA d.d. in bankruptcy; Slobodni sindiKat Zagrebačka was called before the Zagreb Municipal Court by two parties: (i) the association of small shareholders of NAMA d.d. in bankruptcy; (ii) Slobodni Sindikat. The parties allege that Zagrebačka violated the rights of NAMA d.d., as minority shareholder of Zagrebačka since 1994. The parties assert, inter alia, that Zagrebačka did not distribute to NAMA d.d. profits in the form of Zagrebačka shares. As such, the plaintiffs ask the Court to sentence Zagrebačka to assign ownership of 44,858 Zagrebačka shares to NAMA d.d. or, alternatively, to pay the equivalent amount in cash that the plaintiffs estimate at Kuna 897,160,000.00 (approximately €123.7 million) assuming that each share has a value of Kuna 20,000. - 350 -
Zagrebačka maintains that the plaintiffs do not have legal standing in that they have never been Zagrebačka shareholders, nor the holders of the rights allegedly violated. Zagrebačka maintains that the alleged violation of rights due to the former minority shareholder NAMA d.d. never occurred. Therefore, Zagrebačka believes that the plaintiffs’ claims are groundless, as they have not proven either the existence of the rights or the quantified damages. On November 16, 2009, at the first hearing, the judge rejected the request by the plaintiffs, without dealing with the merit of the litigation, declaring that the plaintiffs did not even have the legitimisation to act. The decision has been appealed. In relation to these proceedings, no provisions have been made. GBS S.p.A. At the beginning of February 2008, General Broker Service S.p.A. (GBS S.p.A.) initiated arbitration proceedings against UniCredit aiming at declaring the behaviour of Capitalia and subsequently UniCredit illegitimate with regards to the insurance brokerage relationship in effect and allegedly deriving from the exclusive agreement signed in 1991, and furthermore to obtain compensation for damages suffered, originally estimated at €121.7 million, then increased to €197.1 million. The 1991 agreement, which included an exclusivity right, was signed by GBS S.p.A. and the former Banca Popolare di Pescopagano e Brindisi. The bank, following the 1992 merger with Banca di Lucania, became Banca Mediterranea, which was incorporated in 2000 in Banca di Roma S.p.A., which then became Capitalia (currently UniCredit). The brokerage relationship with GBS S.p.A., dating back to the 1991 contract, was then governed by (i) an insurance brokerage service agreement signed in 2003 between GBS S.p.A., AON S.p.A. and Capitalia, whose validity was extended to May 2007, and (ii) a similar agreement signed in May 2007 between the aforementioned brokers and Capitalia Solutions S.p.A., on its own behalf and as proxy for the banks and in the interest of the companies of the former Capitalia Group, including the holding company. In July 2007, Capitalia Solutions S.p.A., on behalf of the entire Capitalia Group, exercised its right of withdrawal from the contract in accordance with the terms of the contract (in which it is expressly recognised that, in the event of withdrawal, the banks/companies of the former Capitalia Group should not be obliged to pay the broker any amount for any reason). At the request of GBS, an expert witness report was ordered, whose results, both in terms of method and calculations, have been disputed by UniCredit. In the award issued on November 18, 2009 UniCredit was sentenced to pay GBS S.p.A. a total amount of €144 million, as well as legal costs and the costs of the expert opinion report. UniCredit, deeming that the arbitrational ruling was groundless, presented an appeal, requesting the suspension of the execution of the judgement. In the case that the request for suspension - once submitted following the execution of the arbitration award, which has not occurred as at the Date of the Prospectus - is not accepted, UniCredit could be held to pay €144 million as well as other expenses, in pendency of the decision for the appeal. Even in the case that the request for suspension is accepted, UniCredit could make provisions for an overall - 351 -
- Page 299 and 300: Eastern Europe. In November 2001 he
- Page 301 and 302: Group and merger with the Capitalia
- Page 303 and 304: Reninvest SA Member of the Board of
- Page 305 and 306: Fondazione Ugo Foscolo (UniCredit &
- Page 307 and 308: - on the Warsaw Stock Exchange in r
- Page 309 and 310: Person Position description Compens
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- Page 313 and 314: Other key management personnel, lis
- Page 315 and 316: Friedrich Kadrnoska Director April
- Page 317 and 318: External Auditors, as well as the s
- Page 319 and 320: - put in place a set of regulations
- Page 321 and 322: 1 shares received in 2009 following
- Page 323 and 324: (c) “Discount Share”: at the en
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- Page 327 and 328: For that which concerns the informa
- Page 329 and 330: customers Other assets 45 - 16 - -
- Page 331 and 332: The following table provides detail
- Page 333 and 334: November 2008 December 2008 January
- Page 335 and 336: 20. FINANCIAL INFORMATION REGARDING
- Page 337 and 338: Balance Sheet In the following tabl
- Page 339 and 340: A. 1. OPERATING ACTIVITIES Operatio
- Page 341 and 342: On April 30, 2009, the ordinary ses
- Page 343 and 344: losses in the matter or, if this pe
- Page 345 and 346: International Industrial Participat
- Page 347 and 348: debited to the plaintiff’s accoun
- Page 349: Accordingly, the plaintiff requeste
- Page 353 and 354: In fact, the bank believes it has c
- Page 355 and 356: In the meantime, HVB, which believe
- Page 357 and 358: Madoff In December 2008, Bernard L.
- Page 359 and 360: standards, no provisions were made
- Page 361 and 362: Investigations by the Polish Tax Au
- Page 363 and 364: In addition, BiFin conducted an ins
- Page 365 and 366: 21. ADDITIONAL INFORMATION 21.1. Eq
- Page 367 and 368: The Board of Directors resolved: i)
- Page 369 and 370: medium-term incentive system for Gr
- Page 371 and 372: 09.18.2008 September 16, 2008 6,683
- Page 373 and 374: 01.04.2008 December 31, 2007 6,682,
- Page 375 and 376: 10.02.2006 September 15, 2006 5,218
- Page 377 and 378: Only shareholders that individually
- Page 379 and 380: financial or insurance sectors, in
- Page 381 and 382: Pursuant to Section 27 of the Artic
- Page 383 and 384: Additionally, the Shareholders’ M
- Page 385 and 386: If these provisions are violated, a
- Page 387 and 388: the interest held by UniCredit in B
- Page 389 and 390: 22.7. Agreement for the sale by BA
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- Page 395 and 396: 25. INFORMATION ON EQUITY INVESTMEN
- Page 397 and 398: S. NAME MEDIOBANCA BANCA DI CREDITO
- Page 399 and 400: List of the Main Companies Subject
Bank Austria (BA), against which a petition was filed at the end of 2007, as successor of<br />
Creditanstalt AG (CA). The plaintiffs maintain that the latter was involved in the<br />
aforementioned alleged fraudulent activities, as it was the credit institution of one of the<br />
companies involved in said activities. Valauret S.A. is seeking damages of €129.8 million in<br />
addition to legal costs and Hughes de Lasteyrie du Saillant is seeking €4.09 million for direct<br />
damages, €200,000 for moral injury and €100,000 pursuant to Article 700 of the French Civil<br />
Procedures Code for reimbursement of legal costs.<br />
In BA’s opinion, the involvement of CA in fraudulent activities is without grounds. In 2006,<br />
well before the action was extended to BA, the civil proceedings were suspended following the<br />
opening of criminal proceedings lodged by the French public ministries based on the criminal<br />
charge against persons unknown by the same plaintiffs.<br />
In December 2008, the Commercial Court of Paris suspended the civil proceedings against BA.<br />
In relation to such circumstances no provisions were made.<br />
Treuhandanstalt<br />
A suit is pending against Bank Austria Creditanstalt AG (currently BA) related to the claims of<br />
Treuhandanstalt, the German public agency for new Lander reconstruction, the predecessor of<br />
Bundesanstalt fur vereinigungsbedingte Sonderaufgaben (“BvS”) against AKB Privatbank<br />
Zürich AG (formerly Bank Austria (Schweiz) AG), a former subsidiary of BA. Essentially it is<br />
asserted that the former subsidiary embezzled funds from companies in the former East<br />
Germany. BvS is requesting compensation for damages of approximately €128 million, plus<br />
interest dating back to 1992. BA maintains that the claims are groundless. In consideration of<br />
such, no provisions have been made as at the Date of the <strong>Prospectus</strong>.<br />
On June 25, 2008 the Zurich District Court rejected the request of BvS, with the exception of<br />
the amount of €320 thousand that, in the Court's opinion, represents fees and commissions<br />
applied in good faith, in accordance with a contract that was no longer valid, by the former<br />
subsidiary of BA. Overall, the judgment confirmed that the bank’s actions were appropriate.<br />
Following the appeal submitted by both parties, the suit will continue in front of the Zurich<br />
Court of Appeals.<br />
Association of small shareholders of NAMA d.d. in bankruptcy; Slobodni sindiKat<br />
Zagrebačka was called before the Zagreb Municipal Court by two parties: (i) the association of<br />
small shareholders of NAMA d.d. in bankruptcy; (ii) Slobodni Sindikat.<br />
The parties allege that Zagrebačka violated the rights of NAMA d.d., as minority shareholder<br />
of Zagrebačka since 1994. The parties assert, inter alia, that Zagrebačka did not distribute to<br />
NAMA d.d. profits in the form of Zagrebačka shares.<br />
As such, the plaintiffs ask the Court to sentence Zagrebačka to assign ownership of 44,858<br />
Zagrebačka shares to NAMA d.d. or, alternatively, to pay the equivalent amount in cash that<br />
the plaintiffs estimate at Kuna 897,160,000.00 (approximately €123.7 million) assuming that<br />
each share has a value of Kuna 20,000.<br />
- 350 -