Prospectus - Notowania

Investigations by the Polish Tax Authorities
In 2009, the Warsaw Office for Tax Control launched some tax proceedings against Bank
Pekao in order to ascertain the correctness of the declared taxable base, of calculations and the
of relative payment of corporation tax for 2004. The proceeding is expected to be completed by
February 26, 2010. No provisions have been recorded.
20.10. Proceedings related to Supervisory Authorities’ measures
UniCredit Group is subject to specific regulation and supervision by Banca d’Italia, CONSOB,
the European Central Bank, and the European System of Central Banks as well as other local
Supervisory Authorities. As such, UniCredit Group is subject to normal supervisory activities
by the competent authorities, some of which resulted in investigations and objections to
presumed irregularities that are underway as at the Date of the Prospectus. For the proceedings
underway, the Group has begun demonstrating the correctness of its operations and maintains
that these objections will not have any relevant detrimental effects for UniCredit Group
business.
Specifically, over the last six years, some Group companies, including the Issuer, were subject
to reviews carried out by CONSOB in relation to transactions related to Cirio bonds, and to
those issued by the Argentine Government as well as transactions in derivative financial
instruments. Based on the results of these reviews and reports, CONSOB opened sanction
proceedings against corporate officers of the banks involved, some of which are still underway,
for the alleged failure to comply with regulations and internal procedures regarding investment
services. Although the Group is working to demonstrate the regularity of the companies’
actions, as well as those of the corporate officers involved, in some cases these proceedings led
to preliminary administrative pecuniary sanctions being imposed against said officers, some of
which held positions in UniCredit 36 , as well as the banks involved, for joint liability. Moreover,
in 2008, a Group company was subject to CONSOB comments related to its role as the placer
and sponsor for transactions for raising funds and share listing for an Italian company. Despite
these findings, the Group responded defending the correctness of its actions and asserting that it
was not involved in the charges made. However, the proceedings resulted in a preliminary
administrative pecuniary sanction against the Company employee. As at the Date of the
Prospectus, the proceeding is still pending.
Since 2007, Banca d’Italia has carried out inquiries in the following areas, as part of its
aforementioned normal supervisory activities: derivatives transactions; internal audit
department structure; management of the mortgage department for retail customers; liquidity
management, in coordination with the Supervisory Authorities of Austria (OeNB) and
Germany (Bafin), business continuity and anti money-laundering.
Following the aforementioned inquiries, the Group immediately began to undertake the
necessary corrective measures that would allow said objections to be overcome.
36 These officers are: Alessandro Profumo for a total amount of €96,900; Aldo Milanese for a total amount of
€28,600; Roberto Nicastro for a total amount of €38,000; Vincenzo Nicastro for an amount of €16,200;
Fabrizio Palenzona for an amount of €12300; Piero Gnudi for an amount of €16,200; and Carlo Pesenti for
an amount of €22,900 (said sanction was imposed against Mr. Pesenti at the time when he was director of
the BoD of a bank not belonging to the Group).
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