Prospectus - Notowania

22.7. Agreement for the sale by BA of the profit participation rights held in B&C
Holding GmbH
On December 29, 2008, within the capital optimisation process and RWA reduction at group
level, BA executed an agreement with B&C Beteiligungsverwaltungs GmbH (parent company
of B&C Holding GmbH) for the sale of the so-called profit participation rights (“PPR”) held
by BA in B&C Holding GmbH, with the exception of the profit participation rights in
Allgemeine Baugesellschaft - A. Porr AG that continued to be held by BA. The sale price was
constituted by several components (among them, two earn-out mechanisms) and it was about
€1.1 billion. The dividends received by BA for an amount of €400 million were reported in the
accounting records as tax-exempt distributions. BA was one of the financers of part of the sale
price and issued Representations and Guarantees subject to the usual expiration terms set out by
the statute of limitations. Additionally, BA and UniCredit (which was also a party in the sale
agreement) renounced some rights and some actions connected with the PPR.
22.8. Agreements Relating to the CASHES
Within the scope of the 2009 capital increase, 967,564,061 common shares related to the option
rights not exercised at the expiration of the stock market offer prescribed by Article 2441, third
paragraph, of the Italian Civil Code, underwritten by Mediobanca in accordance with the
related guarantee agreement were put by Mediobanca, as the designated bank (the “Designated
Bank”) at the service of the issue of the CASHES by The Bank of New York (Luxembourg)
S.A. as fiduciary bank (the “Fiduciary Bank”). The CASHES are instruments of the so-called
equity-linked type which (i) entitled holders to ask for conversion into the UniCredit stock
underwritten by the Designated Bank (or into the different number deriving from adjustments
during the life of the loan as a result of extraordinary transactions – such as mergers, splits and
groupings of stock – consistently with market practice for this type of instruments); (ii) provide
the automatic conversion at maturity (December 15, 2050) or upon the occurrence of certain
events 37 ; and (iii) entitle the holders, when certain conditions are met, to collect interest on a
quarterly basis 38 .
Within the scope of the transaction described above, on February 23, 2009, UniCredit and the
Designated Bank executed a usufruct agreement, with thirty-year validity (the maximum term
allowed by the relevant provisions), involving the UniCredit stock underwritten by the
Designated Bank (the “Usufruct Agreement”).
Based on the Usufruct Agreement, taking into account also the similar application of the rules
for treasury stock, some of the provisions, among others, are that in relation to the common
37 The conversion shall be automatic, among other cases, if: (i) after the seventh year from the issue, the
market price of ordinary UniCredit shares on the MTA in a period of 30 consecutive market days exceeds
for at least 20 days an amount equal to 150% of the reference price of €3.083 (hence, €4.625 barring
subsequent adjustments); (ii) UniCredit’s total asset requirement, individual or consolidated, descends below
the threshold of 5% (or of the different threshold prescribed by the bank oversight regulations for the
purposes of loss absorption in innovative capital instruments); (iii) there is a breach by UniCredit of the
payment obligations assumed according to the Usufruct Agreement; (iv) UniCredit’s state of insolvency or
liquidation exists/is declared; and (v) the Designated Bank’s state of insolvency or liquidation exists/is
declared.
38 Quarterly payments to the bearers of CASHES substantially match the payments due by UniCredit
according to the Usufruct Agreement. If UniCredit fails to make the payments due according to the usufruct
agreement, the Fiduciary Bank will not pay the coupon to the holders of the CASHES.
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