Prospectus - Notowania

In fact, the bank believes it has correctly complied with all Agreement-related obligations and
legitimately exercised its rights granted therein, including the right to request further
guarantees.
The bank considers the FinTeam claim for compensation and quantification of the damages
allegedly suffered to be unfounded, and has therefore allocated no provision.
Fratelli Costanzo Group
The Costanzo group of companies, originally controlled by the Costanzo family, has been in
receivership since 1996. In February 2006, certain members of the Costanzo family filed a
claim for damages against the official receivers and the Italian Ministry for Productive
Activities, alleging mismanagement of the group companies. The plaintiffs also called
members of the Supervisory Board, which included the subsidiaries IRFIS S.p.A. and Banca di
Roma (now merged into UniCredit), as defendants, alleging failure to supervise. The total value
of the claim is approximately € 2.040 billion. After the Court of Catania declared it had no
jurisdiction over the case, it was brought before the Lazio Regional Administrative Court in
Rome in November 2009. The claim for damages appears to be unfounded and therefore no
provisions have been allocated.
ADDITIONAL RELEVANT INFORMATION
The following section illustrates the pending proceedings against the Issuer and the other
companies of the UniCredit Group for which as at the Date of the Prospectus, the claims were
not characterised by a known economic demand or for which the economic request cannot be
quantified.
Voidance action challenging the transfer of shares of Bank Austria Creditanstalt AG (BA)
held by HVB to UniCredit (Shareholders’ Resolution of October 25, 2006)
Numerous minority shareholders of HVB have filed petitions challenging the resolutions
adopted by HVB's Extraordinary Shareholders’ Meeting of October 25, 2006 approving a Sale
and Purchase Agreement (“SPA”) transferring the shares held by HVB in International
Moscow Bank and AS UniCredit Bank Riga to BA and the transfer of the Vilnius and Tallin
branches to AS UniCredit Bank Riga, asking the Court to declare these resolutions null and
void. In the course of this proceeding, some shareholders asked the Regional Court of Munich
to state that the BCA, entered into between HVB and UniCredit should be regarded as a de
facto domination agreement.
The shareholders filed their lawsuit contesting alleged deficiencies of the formalities relating to
the convocation and conduct of the Extraordinary Shareholders’ Meeting held October 25,
2006, and that the sales price for the shares was allegedly inadequate.
In the judgment of January 31, 2008, the Court declared the resolutions passed at the
Extraordinary Shareholders’ Meeting of October 25, 2006 to be null and void for formal
reasons. The Court did not express an opinion on the issue of the alleged inadequacy of the
purchase price but expressed the opinion that the BCA entered into between UniCredit and
HVB should have been submitted to HVB’s Shareholders' Meeting as it represented a
"concealed" domination agreement.
- 353 -