Prospectus - Notowania

HVB filed an appeal against this judgment since it is believed that the provisions of the BCA
would not actually be material with respect to the purchase and sale agreements submitted to
the Extraordinary Shareholders' Meeting of October 25, 2006, and that the matter concerning
valuation parameters would not have affected the purchase and sales agreements submitted for
the approval of the shareholders' meeting. HVB also believes that the BCA is not a “concealed”
domination agreement, due in part to the fact that it specifically prevents entering into a
domination agreement for five years following the purchase offer.
In essence, the HVB shareholder resolution could only become null and void when the Court’s
decision becomes final. In light of the duration of the appeal phase, which is currently
underway, as well as the ability to further challenge the second-instance judgment at the
German Federal Court of Justice, we estimate that it will take between three and four years for
the final decision.
Moreover, it should be noted that in using a legal tool recognised under German law, and
pending the aforementioned proceedings, HVB asked the Shareholders' Meeting held on July
29 and 30, 2008 to reconfirm the resolutions that were passed by the Extraordinary
Shareholders' Meeting of October 25, 2006 (so-called Confirmatory Resolutions) and
contested. If passed, these resolutions would make the alleged improprieties irrelevant.
The Shareholders’ Meeting approved these resolutions, which, however, were in turn
challenged by several shareholders in August 2008. In February 2009, an additional resolution
was adopted that confirmed that adopted resolutions.
In the hearing of June 24, 2009, the Court disclosed its intention to reject the voidance action;
the proceeding is still pending as at the Date of the Prospectus.
In light of the above events, the appeal proceedings initiated by HVB against the judgment of
January 31, 2008 were suspended until a final judgment is issued in relation to the confirmatory
resolutions adopted by HVB’s Shareholders’ Meeting of July 29 and 30, 2008.
Voidance action challenging the squeeze-out of HVB minority shareholders
(Shareholders’ Meeting of June 25, 2007)
The annual HVB Shareholders’ Meeting of June 27, 2007 authorised, inter alia, a resolution to
transfer to UniCredit the shares held by the minority shareholders in exchange for a cash
settlement of €38.26 per share (a so-called squeeze-out).
More than 100 shareholders filed suits challenging this resolution asking the Court to declare it
null and void.
The Regional Court of Munich rejected the action on August 27, 2008. Various minority
shareholders have filed an appeal with the High Regional Court.
On June 19, 2009, the High Regional Court of Munich issued an order of consideration in
which it expressed its intention to reject the challenges without oral arguments and on August
27, 2009 rejected the appeals.
Based on publicly-available documentation, an appeal was lodged with the German Federal
Constitutional Court (the Bundesverfassungsgericht) against the decision of the High Regional
Court of Munich regarding the squeeze-out resolution.
- 354 -