Prospectus - Notowania

the interest held by UniCredit in Bank BPH), on August 3, 2007 UniCredit and GE Capital
International Financing Corporation on behalf of GE Money (“GE Capital”), a division of the
General Electric group, stipulated an agreement for the sale of 65.9% of the share capital of
Bank BPH by UniCredit for €530.5 million. In particular, the sale was subordinated to the spinoff
of a part of the assets of Bank BPH in Bank Pekao, which took place on November 29,
2007.
The agreement also prescribes the issue of a series of Representations and Guarantees, both by
UniCredit and by GE Capital. In particular, the guarantees issued by UniCredit are valid until
the earliest of the following dates: (i) 18 months from the execution of the sale of the interest
and (ii) the date of approval of the financial statements for the year after the year of execution
of the sale. The term for the guarantees issued by GE Capital instead is 18 months starting from
the execution of the sale. The guarantees on tax matters are valid of six years starting from the
effective date of the split.
The sale of the controlling interest in Bank BPH was executed on June 17, 2008.
22.3. Settlement with Parmalat
On August 1, 2008, the UniCredit group stipulated a settlement agreement with Parmalat S.p.A.
(which took over the Parmalat Arrangement) and with the Official Receiver of the companies
in extraordinary administration of the Parmalat group, of the Parmatour group, of Parma
Associazione Calcio and of other companies of the former Parmalat group still in extraordinary
administration, in order to regulate all mutual relationships and the respective claims, related to
the period preceding the declaration of insolvency of the Parmalat group and inherent to its
bankruptcy.
In accordance with said agreement, in exchange for the payment by the UniCredit group of a
total amount of €271.7 million and its abandonment of the appeal judgments and of its credits
allowed but not yet paid, the Official Receiver undertook to abandon any additional action and
revocation or compensation claim against the UniCredit Group and to abandon or revoke its
civil actions in criminal proceedings, thus defining all current or potential revocation or
compensation actions.
For additional details, see the description provided in the First Section, Chapter 20, Paragraph
20.8 of the Prospectus.
22.4. Agreement between UniCredit and the Ministry of the Treasury of the Republic
of Poland
On September 2, 2008, UniCredit and the Ministry of the Treasury of the Republic of Poland
stipulated an agreement whereby the Polish Ministry of the Treasury was given a put option, to
be exercised starting from the date of the agreement until June 30, 2009, and UniCredit was
given a call option, to be exercised from December 23, 2008 to December 23, 2009, pertaining
to the 3.95% interest in the share capital of Bank Pekao held by the Polish Ministry of the
Treasury.
The exercise price of both options had been set to the mean of the daily prices, weighed by the
traded volumes, of Bank Pekao, at the Warsaw Stock Exchange in the six months prior to the
exercise of the option, plus a 3% premium.
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