Prospectus - Notowania

In accordance with Section 12 of the Articles of Association, holders of ordinary
shares may participate if they produce a copy of the communication sent by the
Company to the intermediary that keeps the related accounts, at least two days prior to
the date of the first call of the Shareholders’ Meeting. The convocation notice may
instruct that the aforementioned two-day advance notice refers to any additional
subsequent convocations. Without prejudice to applicable law regarding voting by
proxy, parties that have the right to participate in the Shareholders’ Meeting may be
represented by proxies that are not shareholders, as provided for in Article 2372 of the
Italian Civil Code. As per Section 5, Paragraph 19 of the Articles of Association, the
Common Representative for UniCredit savings shareholders has the right to
participate in the Shareholders’ Meeting.
Shareholders’ Meeting regulation
The Issuer’s Shareholders’ Meeting of June 29, 2004 adopted a regulation governing
Shareholders’ Meetings so that the meetings may be carried out in an orderly and
functional manner. Specifically, Section 8 of the Shareholders’ Meetings regulation
provides that any party that has the right to participate in the meeting as per Section 2
of said regulation has the right to have the floor on any issue under discussion.
Anyone who wishes to take the floor shall make such request to the Chairman,
presenting him a written request indicating the issue to which the request refers, after
the Chairman has read the issues on the agenda and as long as he has not closed
discussion on the issue in question. As a rule, the Chairman gives the floor based on
the chronological order in which the requests were presented; if two or more requests
were presented at the same time, the Chairman gives the floor based on the
alphabetical order the last names of the parties requesting the floor.
The Chairman may authorise the presentation of requests for the floor by a show of
hands; in this case the Chairman gives the floor based on the alphabetical order the
last names of the parties requesting the floor.
21.2.6. Description of the provisions of the Articles of Association that may delay,
postpone or impede a change in the Company control structure
In accordance with Section 5, Paragraph 15 of the Articles of Association, no party
with voting right may exercise said right, for any reason, for a number of the Issuer's
shares greater than 5% of the share capital with voting rights. To calculate said limit,
total shareholdings in all subsidiaries - direct or indirect - and in associates of the
parent company, natural persons, legal persons, or companies, in question must be
considered. However, shareholdings included in mutual fund portfolios managed by
subsidiaries or associates do not need to be considered. The calculation applies to
parties other than the companies, in the cases provided for in Article 2359, first and
second paragraph of the Italian Civil Code. The calculation in the form of dominant
influence considers the cases provided for in Article 23, second paragraph of the TUB.
The calculation applies in the cases provided for in Article 2359, third paragraph of
the Italian Civil Code. In order to calculate the percentage of share ownership, shares
held through trusts and /or through third parties and /or by those to which the voting
right is assigned to someone other than the owner, for any reason, are also considered.
- 384 -