Prospectus - Notowania

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when the suspending condition occurred (i.e. the failure of legitimated public agencies to exercise their first bid right). Most of the buildings contributed to the Core Fund shall be the subject of lease contracts in favour of the Group with a validity, depending on Group needs, of 6, 12 or 18 years, renewable for 6 additional years, with similar characteristics to those agreed for the real estate portfolio contributed to the Omicron Plus Fund. - 392 -
23. INFORMATION ORIGINATING FROM THIRD PARTIES, EXPERTS’ OPINIONS AND STATEMENTS OF INTERESTS 23.1. Reports and Expert Opinions The External Auditors carried out the audit of company and consolidated financial statements, and the limited audit of the half-year reports and of the quarterly reports, expressing a judgment without observations with appropriate reports for each year and reference period. The report of the External Auditors on the condensed quarterly consolidated financial statements as at September 30, 2009 is attached to the consolidated condensed financial statements as at September 30, 2009, provided in the Appendix to the <strong>Prospectus</strong>. 23.2. Information Originating from third parties The information originating from third parties were faithfully reproduced by the Issuer and, to the best of UniCredit’s knowledge, also on the basis of information published by said third parties, no facts were omitted that may make such information inaccurate or misleading. - 393 -
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Prospectus relating to the offer un
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4.3.3 Risks associated with the per
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20.4. Audit of annual financial inf
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6.5 Stabilisation..................
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Banca dell’Umbria Banca dell’Um
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Issuer or UniCredit or the Company
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Germany, and between January 14, 20
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UniCredit Family Financing Bank Uni
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CDO Acronym of Collateralized Debt
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well as the negative “prudential
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RWA (Risk-weighted asset) Value wei
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(h) Counterpart risk; (i) Risks ass
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Since its creation, the Group has c
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For greater information on the UniC
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OPERATING PROFIT (millions of €)
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The members of the Board of Directo
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Article 2441, first, second and thi
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− notification that the investor
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Selected financial information on t
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• statutory financial statements
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1. PARTIES RESPONSIBLE 1.1 Parties
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consolidated interim report as of t
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The reclassified income statement f
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Trading, hedging and fair value inc
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at 12.31.2008 Notional value 28,772
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4. RISK FACTORS - 51 - RISK FACTORS
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- 53 - RISK FACTORS Since the finan
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- 55 - RISK FACTORS 2009 did not em
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- 57 - RISK FACTORS liquidity facil
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- 59 - RISK FACTORS which €1,686
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- 61 - RISK FACTORS Increases in th
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- 63 - RISK FACTORS Some of the met
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- 65 - RISK FACTORS Regional Court
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- 67 - RISK FACTORS Dalmata S.r.l.
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- 69 - RISK FACTORS • Vanderbilt
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- 71 - RISK FACTORS It is maintaine
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- 73 - RISK FACTORS With reference
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- 75 - RISK FACTORS related supplem
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- 77 - RISK FACTORS expressly adher
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4.1.17 Risks associated with activi
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- 81 - RISK FACTORS The UniCredit G
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- 83 - RISK FACTORS effects on the
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- 85 - RISK FACTORS 4.2.5 Risks ass
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- 87 - RISK FACTORS For further inf
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5 INFORMATION ON THE COMPANY 5.1. H
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What is more, in August 2004 Pionee
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(B) The merger transactions with th
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Register on September 25, 2007 and
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December 2007 UniCredit reached an
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Real Estate subsequently transferre
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associated with liabilities which a
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Total 3,781 4,003 4,186 3,086 -5.5%
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PIRELLI PEKAO REAL ESTATE SP. Z O.O
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a structure by sector of activities
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Total 2,680 5,616 5,458 10,510 8,21
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(ii) credit, debit and prepaid card
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The CIB business segment focuses on
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markets and corporate treasury sale
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econstructed INCOME STATEMENT FIGUR
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The table below discloses the main
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For the purposes of assessing the r
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(the available margin is provided b
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these shares, provided that the sha
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and up-dates on the basis of the pr
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(i) the granting of authorizations
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- 131 -
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Private Banking Business Unit (whic
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Piedmont 466 2,716 17 2 Puglia 173
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Europe (including Germany and Austr
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(b) PMI, for corporations with an a
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With regards to loans 19 , as at Ju
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and services, combining a unique ge
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• the guidelines, policies and st
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countries), with reference to the m
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• the introduction, within the ne
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Real estate risk consists of potent
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7. ORGANISATIONAL STRUCTURE 7.1. Gr
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- 155 -
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7.2. Issuer’s subsidiaries The fo
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NAME REGISTERED OFFICE COUNTRY ACTI
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NAME ASPRA FINANCE S.P.A. ITALY REG
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NAME REGISTERED OFFICE COUNTRY PEKA
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NAME REGISTERED OFFICE COUNTRY ACTI
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NAME REGISTERED OFFICE COUNTRY UNIC
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ARGENTAURUS IMMOBILIEN- VERM IETUNG
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• Tangible assets: breakdown of a
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The information regarding intangibl
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Vienna Donau-City Wed Donau - City
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9. REPORT ON THE OPERATIONAL AND FI
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slowdown in both German and, more s
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this Chapter refer to these changes
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• 2009 − Retail − Corporate &
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longer intended for trading due to
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illion, an increase of approximatel
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REGULATORY CAPITAL 09.30.2009 12.31
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capital requirements for market ris
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as per the accounting standards app
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At the end of 2008, available-for-s
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Non-financial companies 3,138 1,961
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and demand deposits 2.2 Time deposi
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derecognised Total (Carrying value)
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The coverage ratio (or the ratio be
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Situation as at 31.12.2007 Notional
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As at September 30, 2009, similar c
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In its role as sponsor, the Group s
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showed a great deal of volatility,
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The Group does not have any mortgag
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B.2 Financial assets designated at
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During Q3 2009, UniCredit Real Esta
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Total 8,175 8,049 9,105 6,872 1.6%
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Total interest income is, for the t
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(millions of €) % Change Fee and
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Net hedging income (loss) (millions
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Administrative expenses for personn
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consolidation were attributable sol
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The cost of credit risk (calculated
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eing completed on October 1, 2007.
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and Romania). Growth in the Poland
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( in millions of Euros) % Change Ne
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markets recorded in 2007 (Croatia,
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Gross profit therefore stands at
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amounting to € 1,222 million in a
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1. Deposits from banks 152,437 1,94
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usiness segments have posted result
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(in millions of €) % Change Opera
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(in millions of €) RECONCILIATION
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100. Income (Losses) from sale or r
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100. Income (Losses) from sale or r
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This result should not be considere
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10.2. Information regarding the fin
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5.00% 02.01.2016 applicable not app
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HVB Lux Geldilux - TS - 2005 tradit
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10.3. Indication of the financial r
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12. INFORMATION ON EXPECTED TRENDS
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14. ADMINISTRATION, MANAGEMENT OR S
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Quadrante Europa (Platform for logi
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esearch on the strategies of multin
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Director; he is a Member of the Boa
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the Management Board of Bank Austri
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Alessandro Profumo Giovanni Belluzz
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Manfred Bischoff Enrico Tommaso Cuc
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Donato Fontanesi Francesco Giacomin
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Marianna Li Calzi Salvatore Ligrest
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Banca SANPAOLO IMI S.p.A. Member of
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Mischek Privatstiftung Member of th
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The members of the Board of Statuto
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Massimo Livatino. Degree in Economi
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CSP Società Consortile a r.l. Chai
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Giuseppe Verrascina Interpump Group
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Eastern Europe. In November 2001 he
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Group and merger with the Capitalia
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Reninvest SA Member of the Board of
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Fondazione Ugo Foscolo (UniCredit &
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- on the Warsaw Stock Exchange in r
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Person Position description Compens
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Person Position description Compens
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Other key management personnel, lis
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Friedrich Kadrnoska Director April
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External Auditors, as well as the s
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- put in place a set of regulations
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1 shares received in 2009 following
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(c) “Discount Share”: at the en
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subsidiaries - direct or indirect -
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For that which concerns the informa
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customers Other assets 45 - 16 - -
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The following table provides detail
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November 2008 December 2008 January
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20. FINANCIAL INFORMATION REGARDING
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Balance Sheet In the following tabl
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A. 1. OPERATING ACTIVITIES Operatio
Page 341 and 342: On April 30, 2009, the ordinary ses
Page 343 and 344: losses in the matter or, if this pe
Page 345 and 346: International Industrial Participat
Page 347 and 348: debited to the plaintiff’s accoun
Page 349 and 350: Accordingly, the plaintiff requeste
Page 351 and 352: Zagrebačka maintains that the plai
Page 353 and 354: In fact, the bank believes it has c
Page 355 and 356: In the meantime, HVB, which believe
Page 357 and 358: Madoff In December 2008, Bernard L.
Page 359 and 360: standards, no provisions were made
Page 361 and 362: Investigations by the Polish Tax Au
Page 363 and 364: In addition, BiFin conducted an ins
Page 365 and 366: 21. ADDITIONAL INFORMATION 21.1. Eq
Page 367 and 368: The Board of Directors resolved: i)
Page 369 and 370: medium-term incentive system for Gr
Page 371 and 372: 09.18.2008 September 16, 2008 6,683
Page 373 and 374: 01.04.2008 December 31, 2007 6,682,
Page 375 and 376: 10.02.2006 September 15, 2006 5,218
Page 377 and 378: Only shareholders that individually
Page 379 and 380: financial or insurance sectors, in
Page 381 and 382: Pursuant to Section 27 of the Artic
Page 383 and 384: Additionally, the Shareholders’ M
Page 385 and 386: If these provisions are violated, a
Page 387 and 388: the interest held by UniCredit in B
Page 389 and 390: 22.7. Agreement for the sale by BA
Page 391: First Contribution, shares of the O
Page 395 and 396: 25. INFORMATION ON EQUITY INVESTMEN
Page 397 and 398: S. NAME MEDIOBANCA BANCA DI CREDITO
Page 399 and 400: List of the Main Companies Subject
Page 401 and 402: SECOND SECTION - 401 -
Page 403 and 404: 2. RISK FACTORS For a description o
Page 405 and 406: 3.4 Reasons for the Offer and Use o
Page 407 and 408: With reference to the voting right,
Page 409 and 410: Some general information about the
Page 411 and 412: esolution following the one pertain
Page 413 and 414: shareholders, and the companies and
Page 415 and 416: Non Qualifying Holdings contribute
Page 417 and 418: Capital gains realised by resident
Page 419 and 420: 4.11.2 Germany The following sectio
Page 421 and 422: and is an employee of the Company.
Page 423 and 424: Shares acquired before December 31,
Page 425 and 426: deducted to the extent to which the
Page 427 and 428: 4.11.3 Poland The following summary
Page 429 and 430: In order to eliminate the double ta
Page 431 and 432: are subject to taxation on the disp
Page 433 and 434: donation or the acceptance of inher
Page 435 and 436: ending dates, by submitting a reque
Page 437 and 438: The Shares subscribed before the en
Page 439 and 440: and Australia, and in the other Exc
Page 441 and 442: €135,000,000, then extended to
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6. ADMISSION TO TRADING AND TRADING
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8. EXPENSES LINKED TO THE OFFER 8.1
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10. ADDITIONAL INFORMATION 10.1 Con
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Consolidated Interim Report as at S
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3 Consolidated Interim Report as at
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Contents 7 Consolidated Interim Rep
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Changes made to enable proper compa
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11 >> Consolidated Interim Report T
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Notes 13 Interim Report on Operatio
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Highlights 15 >> Interim Report on
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17 >> Interim Report on Operations
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Results by Business Segment 21 >> I
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UniCredit Share SHARE INFORMATION S
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25 >> Interim Reports on Operations
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27 >> Interim Reports on Operations
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Operating Profit Breakdown 29 >> In
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Non-Interest Income 31 >> Interim R
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Net Profit attributable to the Grou
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Profit before Taxes 35 >> Interim R
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Capital Ratios 37 >> Interim Report
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Risks connected with raising funds
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Retail Introduction 43 >> Group Res
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45 >> Group Results Retail Retail p
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47 >> Group Results Retail The SRT
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Retail Network Austria 49 >> Group
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Asset Gathering 51 >> Group Results
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53 >> Group Results Corporate & Inv
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Strategies and Product Lines Financ
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57 >> Group Results Corporate & Inv
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59 >> Group Results Private Banking
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61 >> Group Results Private Banking
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It is not currently possible to est
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65 >> Group Results Asset Managemen
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67 >> Group Results Central Eastern
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Page 519 and 520:
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73 >> Group Results Poland’s Mark
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Further Information 75 >> Group Res
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77 >> Group Results The combination
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New Group external growth initiativ
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Transactions to dispose of equity i
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Steps to Strengthen Capital 83 >> G
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Outlook 85 >> Group Results Despite
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89 RELASEMESTRALE CONSOLIDATA >> Co
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Liabilities and shareholders' equit
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Page 543 and 544:
Page 545:
CONSOLIDATED CASH FLOW STATEMENT (i
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100
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Part A) Accounting Policies A1) Gen
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Section 3 - Consolidation Scope and
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Investments in subsidiaries, compan
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NAME MAIN OFFICE CONSOLIDATED INTER
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NAME MAIN OFFICE DELPHA IMMOBILIEN-
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NAME MAIN OFFICE GRUNDSTUCKSAKTIENG
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Page 570 and 571:
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Page 580 and 581:
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Section 4 - Subsequent Events No ev
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136
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Part B) Consolidated Balance Sheet
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Section 5 - Held-to-maturity invest
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Section 12 - Property, plant and eq
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The CGU is the lowest level at whic
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Section 15 - Non-current assets and
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Section 3 - Debt securities in issu
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Section 15 - Shareholders’ Equity
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152
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Part C) - Consolidated Income State
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Section 3 - Dividend income and sim
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Section 8 - Impairment losses - Ite
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Section 12 - Provisions for risks a
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162
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Part D - Segment Reporting (amounts
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A - Primary Segment Segment Reporti
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168
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Part E - Risks ad related risk mana
Page 620 and 621:
Quantitative Information A. Credit
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A.1.3 Balance sheet exposure to ban
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Information on Structured Credit Pr
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Retention by the Group of the first
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Securitized assets broken down by a
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The following table shows exposure
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The residual life of sponsored cond
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Structured credit product exposures
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The Group’s portfolio includes th
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A financial instrument is regarded
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The following table gives the amoun
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Here follows the breakdown of balan
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The following graphs analyze the ba
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Currently, clockwise and counter-cl
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Sensitivity to the volatility of in
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Section 3 - Liquidity risk Managing
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Organizational structure Senior Man
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B. Legal Risks There are a number o
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Cirio In April 2004 the Extraordina
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Divania S.r.l In the first half of
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Mario Malavolta On July 2009 Mr. Ma
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Hypo Real Estate AG and Hypo Real E
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Squeeze-out of minority shareholder
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In addition, several proceedings ha
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220
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Part F - Information on Shareholder
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Section 2 - Shareholders’ equity
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B. Quantitative information Regulat
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228
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Part H - Related-party transactions
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232
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Part I) Share-Based Payments A. Qua
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236
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Annex 1 - Reconciliation of Condens
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CONSOLIDATED INCOME STATEMENT (€
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Annex 2 - Definition of Terms and A
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- Pillar 1: while the objective of
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Cost of risk The ratio between loan
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Hedge Fund Speculative mutual inves
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Liquidity risk The risk of the comp
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Purchase Companies Vehicle used by
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UCITS - Undertaking for Collective
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256
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258
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