Prospectus - Notowania

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
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