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Prospectus - Notowania

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First Contribution, shares of the Omicron Plus Fund that were initially underwritten by<br />

UniCredit Real Estate and subsequently entirely placed by it with qualified investors were<br />

issued in favour of UniCredit Real Estate by way of consideration. In this context, lastly, on<br />

September 22, 2009, UniCredit Real Estate concluded an agreement for the transfer of 3,200<br />

shares to Euro Omicron Private Limited, a company connected with GIC RE, real estate branch<br />

of the Government of Singapore Investment Corporation, for a total consideration of about 78<br />

million. The sale to Euro Omicron Private Limited enabled UniCredit Real Estate to complete<br />

the sale of all shares held in the Omicron Plus Fund, generating a capital gain of about €163<br />

million in 2009 (whereof about €131 million during the third quarter of 2009) net of tax effects<br />

and transaction costs, which are added to about €282 million already realised in 2008.<br />

On September 30, 2009, UniCredit Real Estate made a second contribution (the “Second<br />

Contribution”) to the Omicron Plus Fund, involving a portfolio of 179 buildings located in<br />

several Italian cities for a total contribution value of about €527 million. Similarly to the First<br />

Contribution, the acquisition was financed for 60% by a pool of banks whilst, for the residual<br />

40% of the contribution value, additional shares of the Omicron Plus Fund were issued; some<br />

of them have already been placed on the market. The remaining shares held by UniCredit Real<br />

Estate will be placed no later than May 2010 with qualified investors identified by Fimit, in its<br />

capacity as agent for the placement.<br />

Within the scope of the Second Contribution, the validity of the transfer is subordinated,<br />

relatively to some buildings subject to “direct” restraint in accordance with Legislative Decree<br />

no. 42 of January 22, 2004 (the “Restrained Buildings”), to the failure to exercise the first bid<br />

right by the State or by some public agencies identified by the aforesaid legislative decree.<br />

The buildings of the First Contribution and of the Second Contribution shall be leased to<br />

UniCredit Real Estate, and subsequently sub-leased to the companies of the Group with lease<br />

contracts with a validity of 18 years, renewable for 6 additional years, with such characteristics<br />

as to allow the necessary flexibility in the management of the Group’s network.<br />

******<br />

On September 29, 2009, UniCredit Real Estate contributed to the Core Fund (the “Core<br />

Contribution”) a portfolio constituted by 13 historic and highly valuable buildings located in<br />

the cities of Turin, Genoa and Milan, for a contribution value of about €574 million, whose<br />

acquisition by the Core Fund was financed, similarly to the Omicron Plus Fund, for 60% by a<br />

pool of banks and for the remaining 40% of the value of the Core Contribution through the<br />

issue of shares.<br />

In relation to the contribution of the real estate portfolio not comprised among the buildings<br />

subject to restraint, certain shares (equal to 65% of the total shares to be issued) of the Core<br />

Fund were issued in favour of UniCredit Real Estate; 86% of said shares has already been<br />

placed with institutional investors, among them the Fondazione Cassa di Risparmio di Torino<br />

and other bank foundations holding shares in REAM, generating a capital gain, net of tax<br />

effects and transaction costs, of about €110 million.<br />

Instead, with respect to the remaining 35% of the shares related to the portfolio comprising the<br />

buildings subject to restraint, which may be sold during 2010, the issue date was postponed<br />

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