Prospectus - Notowania

22. MAJOR AGREEMENTS
The terms and conditions of the major agreements stipulated by the Issuer or by Group
Companies in the two years preceding the Date of the Prospectus, which do not fall within the
normal execution of the activity and/or which entail significant obligations and/or rights for the
Company and for the Group.
22.1. Agreements Deriving from the Completion of the Merger between UniCredit and
Capitalia
On October 1, 2007, the merger by take-over of Capitalia into UniCredit became effective.
For additional details on the aforesaid merger and on the reorganisation operations deriving
from it, please see the description provided in the First Section, Chapter 5, Paragraph 5.1.5, of
the Prospectus.
The descriptions of some agreements executed to fulfil the obligations assumed towards the
AGCM pursuant to the Decision no. 17283 of 18 September 2007 authorising the merger by
take-over of Capitalia in UniCredit are provided below.
22.1.1. Sale of an Equity Investment in Mediobanca
On December 17, 2007, UniCredit stipulated an agreement with third parties whereby
it sold an interest of 9.37% in the share capital of Mediobanca. The value of the sale
was about €1,217 million (€15.85 per share). With the sale, UniCredit therefore
reduced its own interest in Mediobanca to the current 8.66% of the share capital.
22.1.2. Transfer of Business Unit Comprising 183 Branches
On November 27, 2008, effective from December 1, 2008, in accordance with the
obligations assumed by UniCredit towards the AGCM within the scope of the merger
with Capitalia, UniCredit Banca, UniCredit Banca di Roma and Banco di Sicilia sold
183 branches to Banca Popolare di Milano, Credito Emiliano, Banca popolare
dell’Emilia Romagna, Banca Popolare del Mezzogiorno (Banca Popolare dell’Emilia
Romagna group), Banca Carige, Banca Popolare dell’Etruria e del Lazio, Banca
Agricola Popolare di Ragusa, Banca Popolare di S. Angelo, BCC San Giuseppe di
Petralia Sottana, BCC di Lercara Friddi, BCC Don Rizzo - Credito Cooperativo della
Sicilia Occidentale, BCC di Sambuca e a BCC “G. Toniolo” di San Cataldo.
The sale allowed recording a capital gain of about €304 million in the consolidated
financial statements; during 2009, as a result of the price changes that occurred,
adjustments of about €5 million were recorded. In accordance with the executed
transfer agreements, UniCredit undertook, inter alia, (i) not to hire the employees of
the branches until 16 May 2010 and (ii) not to initiate organised commercial actions
aimed at acquiring the clients of the transferred branches until November 16, 2010.
22.2. Agreement for the Sale of a Controlling Interest in Bank BPH by UniCredit
Consistently with the previous agreements between UniCredit and the Minister of the Treasury
of the Republic of Poland (which provided, among other matters, the transfer to a third party of
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