Prospectus - Notowania

medium-term incentive system for Group employees” created, and adjusted annually,
based on the various methods described in the applicable legislation.
The Board of Directors has the power, in accordance with Article 2443 of the Italian
Civil Code, to resolve - one or more times and for a maximum period of five years
from the Shareholders’ Meeting resolution of May 8, 2008 - a scrip issue, in
accordance with Article 2349 of the Italian Civil Code, for a maximum notional value
of €12,439,750 corresponding to a maximum of 24,879,500 ordinary shares of a
notional value of €0.50 each, to be assigned to employees of UniCredit and Group
companies. This scrip issue should make use of the special reserve “Reserve for the
medium-term incentive system for Group employees” created, and adjusted annually,
based on the various methods described in the applicable legislation.
The issue of shares described in this Prospectus follows the decision by the
Extraordinary Shareholders’ Meeting of November 16, 2009, which resolved a paid
increase in share capital for a notional maximum value of €4,000,000,000 to be
executed by June 30, 2010, including through share splitting, by issuing a maximum
of 8,000,000,000 ordinary shares of a notional value of €0.50 each to be offered under
option to of ordinary shareholders and savings shareholders of UniCredit in
accordance with Article 2441, first, second and third paragraph of the Italian Civil
Code.
21.1.6. Information regarding Group members’ capital offered under option
As at the Date of the Prospectus, the Issuer is not aware of transactions regarding
capital offered under option or that has been decided to offer under option,
conditionally or unconditionally, by relevant Group companies.
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