Prospectus - Notowania

In the meantime, HVB, which believes that the lawsuits are clearly unfounded, filed an
unblocking motion in December 2007 asking the Court to grant clearance for the transfer
resolution to be entered in the Chamber of Commerce, notwithstanding the pending voidance
action by the minority shareholders against the resolution.
The Regional Court of Munich granted HVB’s request on the grounds that the procedural
deficiencies of the resolution in question were unfounded. The minority shareholders
challenged the judgment in front of the High Regional Court which, in its judgment of
September 3, 2008, rejected the appeal (the so-called unblocking motion of second instance).
The judgment is final and there can be no recourse to higher levels of jurisdiction.
Accordingly, on September 15, 2008, the Munich Business Register recorded the squeeze-out
and UniCredit became the shareholder of the entire HVB share capital.
Squeeze-out of HVB minority shareholders (appraisal proceedings)
Approximately 300 former minority shareholders of HVB filed a request to revise the price
obtained in the squeeze-out (appraisal proceedings). The dispute mainly concerns profiles
regarding the valuation of HVB. UniCredit submitted its defence briefs on July 23, 2009.
The proceeding is still pending as at the Date of the Prospectus.
Squeeze-out of Bank Austria’s minority shareholders
After a settlement was reached on all legal challenges to the transaction in Austria, the
resolution passed by the Bank Austria shareholders’ meeting approving the squeeze-out of the
ordinary shares held by minority shareholders (with the exception of the so-called “golden
shareholders”) was recorded in the Vienna Business Register on May 21, 2008.
Accordingly, UniCredit became the owner of 99.995% of the Austrian bank’s share capital
with the resulting obligation to pay minority shareholders a total amount of €1,045 million,
including interest accrued on the squeeze-out, in accordance with local laws.
The minority shareholders received the squeeze-out payment including the related interest.
Several shareholders who felt the squeeze-out price was inadequate have initiated proceedings
with the Commercial Court of Vienna, in which they are asking the Court to review the
adequacy of the amount paid (appraisal proceedings). UniCredit immediately challenged the
competency of the Vienna Court. In the judgment of October 14, 2008, the Court maintained its
competency in the case, without going into the matter. UniCredit then contested the decision
with the High Regional Court of Vienna. In the judgment of July 6, 2009, the latter upheld that
the Commercial Court of Vienna was competent to hear the case. UniCredit filed an
extraordinary appeal with the Supreme Court challenging the decision of the High Regional
Court.
In addition to the judicial proceeding in front of the Commercial Court of Vienna, a minority
shareholder initiated at the same time a parallel procedure. It is possible that the decision will
be made during or soon after the Offer. If the outcome is unfavourable for the Issuer, a negative
impact for the Group cannot be excluded.
Cirio and Parmalat criminal proceedings
- 355 -