Prospectus - Notowania

On December 11, 2008, the Ministry of the Treasury of the Republic of Poland and UniCredit
signed an amendment to the agreement of September 2, 2008 whereby the parties decided to
abandon their respective put and call options relating to the 3.95% share held by the Ministry of
the Treasury in Bank Pekao.
In relation to the waiver of the put option by the Ministry of the Treasury, UniCredit undertook
to pay the Ministry PLN 300 million (equal to about €78 million) and to grant to the Polish
Ministry of the Treasury a put spread option expiring June 30, 2009 which has not been
exercised.
Lastly, by effect of the execution of the agreement of September 2, 2008, as ultimately
amended, the Bank Pekao privatisation agreement of June 23, 1999, the BPH privatisation
agreement of October 22, 1998, as well as the agreement pertaining to Bank Pekao and Bank
BPH between the Polish Ministry of the Treasury and UniCredit of April 19, 2006 are deemed
to be completely fulfilled.
22.5. Agreement between CNP Assurances S.A. and UniCredit to Safeguard the
Clients of CNP UniCredit Vita S.p.A. underwriters of policies with underlying Lehman
Brothers bonds
On November 28, 2008 CNP UniCredit Vita S.p.A. (company in which the Issuer, directly and
indirectly through Verwaltung A.G. held a share - of 38.8% and whose remaining share is held
by CNP Assurances S.A. for 57.5% and by Cardif-Assurance Vie for 3.7%) resolved a plan of
intervention to safeguard its insured parties, underwriters of index linked policies connected to
bonds issued by companies of the Lehman Brothers group and also placed through banks
belonging to the UniCredit Group, after receiving from ISVAP, the Italian Supervisory
Authority in the insurance industry, a positive response on the structure of the plan. The
proposed initiative provided two alternatives at Clients’ discretion: (i) transformation of the
extant index linked product, connected to a Lehman Brothers financial instrument, with a new
insurance policy, guaranteed by CNP UniCredit Vita S.p.A., which enables the Client to
recover the invested capital net of the coupons already collected, or (ii) the immediate
reimbursement in cash of 50% of the premium paid, with the Client remaining entitled to the
recovery value of the underlying Lehman Brothers financial instrument. In this regard, the total
cost on the consolidated net profit for the UniCredit Group amounts to €106 million, in line
with the management’s expectations.
22.6. Sale of Treasury Shares
On December 11, 2008 the Issuer, implementing the resolution of the Shareholders’ Meeting of
November 14, 2008, completed the sale of no. 170,357,899 treasury shares for a total value of
€288 million. The sale was completed both through transactions on the MTA market, and
through the block market. Simultaneously, UniCredit stipulated a call option with expiration on
December 12, 2011 on a quantity of 201,429,465 securities (following adjustment post scrip
dividend paid in May 2009) and equalling the amount sold. This derivative contract allows
UniCredit to maintain exposure to the performance of its own security, benefiting from the
potential rise up to the price of €2.6074 (from 3.083 following adjustment post scrip dividend
paid in May 2009). The contract shall be paid in cash and UniCredit may in no case re-obtain
possession of the sold securities.
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