Prospectus - Notowania

stock in usufruct from time to time and until the expiration of said agreement: (i) the voting
right related to the UniCredit common stock in usufruct shall remain suspended throughout the
validity of the Usufruct Agreement; (ii) the right to the dividends associated with said stock
shall be proportionately allocated to the other UniCredit stock; and (iii) the benefit of option
related to the stock, including the right as per the Stocks, shall vest through the Designated
Bank as mere owner 39 .
As consideration for usufruct on the Stock, the Usufruct Agreement provides for UniCredit to
pay to the Designated Bank a quarterly fee equal to the 3-month Euribor rate plus a spread of
450 basis points calculated on the amount of CASHES not converted at the end of the related
interest period. Moreover, said fee shall be payable by UniCredit only if the Issuer proceeds
with the distribution of dividends in cash and in the presence of profits reported in the
Consolidated Financial Statements for the previous financial year in which each payment is
due.
Moreover, according to a swap agreement also stipulated on February 23, 2009 between
UniCredit and the Designated Bank, until the CASHES are fully converted: (i) UniCredit
undertook to pay to the Designated Bank an amount equal to the excess dividend yield of
UniCredit with respect to 8%, to be calculated on the basis of the price of the stock recorded in
the period of 30 working days preceding the approval of the financial statements; (ii)
subsequently to the expiration of the usufruct agreement and if said agreement is not renewed,
UniCredit shall be entitled to receive from the Designated Bank an amount equal to the net
dividends which may have been paid and which pertain to the UniCredit stock underlying the
CASHES; (iii) also subsequently to the expiration of the usufruct agreement and if said
agreement is not renewed, UniCredit shall pay an amount similar to the consideration paid
within the scope of the Usufruct Agreement.
22.9. Transactions Aimed at Enhancing the Real Estate Assets
To reduce its exposure to the real estate risk and align it with that of its major European
competitors, the UniCredit Group initiated, starting in late 2008, a process aimed at enhancing
and rationalising the property portfolio of UniCredit Real Estate and, consequently, to
strengthen the Group’s balance sheet.
This process was concretely implemented with a plan to disinvest the real estate assets of
UniCredit Real Estate, through the contribution of a portfolio of 264 buildings in total to real
estate mutual funds reserved to qualified investors called (i) “Omicron Plus Immobiliare -
Fondo Comune di investmento Immobiliare di Tipo Chiuso”, created and managed by Fimit;
and (ii) “Core Nord Ovest - Fondo Comune di Investimento Immobiliare di Tipo Chiuso”
(“Core Fund”) created and managed by REAM.
On December 30, 2008, UniCredit Real Estate proceeded with a first contribution of 72
buildings located in several cities in Italy (the “First Contribution”) to the Omicron Plus Fund
for a contribution value of about €799 million, whose acquisition by the Omicron Plus Fund
was financed by a pool of banks for about 60%, subsequently paid to UniCredit Real Estate by
way of consideration in cash for the contribution made. For the residual 40% of the value of the
39 To the best of the Issuer’s knowledge, the structure of the CASHES prescribes mechanisms through which
the holders of the CASHES are allowed to participate in the issues of share capital of the Issuer.
- 390 -