Prospectus - Notowania

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24. DOCUMENTS ACCESSIBLE TO THE PUBLIC For the period of validity of the Prospectus, the following documents are available to the public at the registered office of UniCredit in Rome, Italy, Via A. Specchi, 16, at the Head Office in Milan, Piazza Cordusio, 2, and at the offices of Borsa Italiana (Italian Stock Exchange) in Milan, Piazza degli Affari, 6 during working hours and on working days, as well as on UniCredit’s Website (www.unicreditgroup.eu) • Memorandum of Association and Articles of Association of the Issuer; • Prospectus; • Financial statements of the Issuer as at December 31, 2008, prepared in accordance with the IFRS; • Consolidated Financial Statements of the UniCredit group as at December 31, 2008, prepared in accordance with the IFRS; • Financial statements of the Issuer as at December 31, 2007, prepared in accordance with the IFRS; • Consolidated Financial Statements of the UniCredit Group as at December 31, 2007, prepared in accordance with the IFRS; • Financial statements of the Issuer as at December 31, 2006, prepared in accordance with the IFRS; • Consolidated Financial Statements of the UniCredit Group as at December 31, 2006, prepared in accordance with the IFRS; • consolidated half year report of the UniCredit Group as at June 30, 2008; • consolidated half year report of the UniCredit Group as at June 30, 2009; • consolidated quarterly report of the UniCredit Group as at September 30, 2008; • intermediate consolidated report on operations of the UniCredit Group as at September 30, 2009; • report on corporate governance as at December 31, 2008; • the information documents on the allocation of financial instruments to company officers, employees or collaborators, in accordance with the provisions of Article 114-bis of the TUF; and • internal dealing communications. - 394 -
25. INFORMATION ON EQUITY INVESTMENTS The tables that follow provide information about the main companies in which the issuer holds, as at the Date of the Prospectus, such an equity interest as to have a material incidence on the assessment of the Issuer’s assets and liabilities, financial situation or profits and losses. For the companies that are directly or indirectly controlled by the Issuer, please see First Section, Chapter 7, Paragraph 7.2 of the Prospectus. - 395 -
Page 1 and 2:
Prospectus relating to the offer un
Page 3 and 4:
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
Page 15 and 16:
UniCredit Family Financing Bank Uni
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CDO Acronym of Collateralized Debt
Page 19 and 20:
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
Page 25 and 26:
Since its creation, the Group has c
Page 27 and 28:
For greater information on the UniC
Page 29 and 30:
OPERATING PROFIT (millions of €)
Page 31 and 32:
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
Page 45 and 46:
The reclassified income statement f
Page 47 and 48:
Trading, hedging and fair value inc
Page 49 and 50:
at 12.31.2008 Notional value 28,772
Page 51 and 52:
4. RISK FACTORS - 51 - RISK FACTORS
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- 53 - RISK FACTORS Since the finan
Page 55 and 56:
- 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
Page 71 and 72:
- 71 - RISK FACTORS It is maintaine
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- 73 - RISK FACTORS With reference
Page 75 and 76:
- 75 - RISK FACTORS related supplem
Page 77 and 78:
- 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
Page 83 and 84:
- 83 - RISK FACTORS effects on the
Page 85 and 86:
- 85 - RISK FACTORS 4.2.5 Risks ass
Page 87 and 88:
- 87 - RISK FACTORS For further inf
Page 89 and 90:
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
Page 95 and 96:
Register on September 25, 2007 and
Page 97 and 98:
December 2007 UniCredit reached an
Page 99 and 100:
Real Estate subsequently transferre
Page 101 and 102:
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
Page 113 and 114:
The CIB business segment focuses on
Page 115 and 116:
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
Page 127 and 128:
and up-dates on the basis of the pr
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(i) the granting of authorizations
Page 131 and 132:
- 131 -
Page 133 and 134:
Private Banking Business Unit (whic
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Piedmont 466 2,716 17 2 Puglia 173
Page 137 and 138:
Europe (including Germany and Austr
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(b) PMI, for corporations with an a
Page 141 and 142:
With regards to loans 19 , as at Ju
Page 143 and 144:
and services, combining a unique ge
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• the guidelines, policies and st
Page 147 and 148:
countries), with reference to the m
Page 149 and 150:
• the introduction, within the ne
Page 151 and 152:
Real estate risk consists of potent
Page 153 and 154:
7. ORGANISATIONAL STRUCTURE 7.1. Gr
Page 155 and 156:
- 155 -
Page 157 and 158:
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
Page 163 and 164:
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
Page 173 and 174:
The information regarding intangibl
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Vienna Donau-City Wed Donau - City
Page 177 and 178:
9. REPORT ON THE OPERATIONAL AND FI
Page 179 and 180:
slowdown in both German and, more s
Page 181 and 182:
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
Page 195 and 196:
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
Page 205 and 206:
Situation as at 31.12.2007 Notional
Page 207 and 208:
As at September 30, 2009, similar c
Page 209 and 210:
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
Page 215 and 216:
B.2 Financial assets designated at
Page 217 and 218:
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
Page 233 and 234:
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
Page 243 and 244:
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
Page 255 and 256:
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
Page 263 and 264:
HVB Lux Geldilux - TS - 2005 tradit
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10.3. Indication of the financial r
Page 267 and 268:
12. INFORMATION ON EXPECTED TRENDS
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14. ADMINISTRATION, MANAGEMENT OR S
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Quadrante Europa (Platform for logi
Page 273 and 274:
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
Page 289 and 290:
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
Page 301 and 302:
Group and merger with the Capitalia
Page 303 and 304:
Reninvest SA Member of the Board of
Page 305 and 306:
Fondazione Ugo Foscolo (UniCredit &
Page 307 and 308:
- on the Warsaw Stock Exchange in r
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Person Position description Compens
Page 311 and 312:
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 - -
Page 331 and 332:
The following table provides detail
Page 333 and 334:
November 2008 December 2008 January
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20. FINANCIAL INFORMATION REGARDING
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Balance Sheet In the following tabl
Page 339 and 340:
A. 1. OPERATING ACTIVITIES Operatio
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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 and 392: First Contribution, shares of the O
Page 393: 23. INFORMATION ORIGINATING FROM TH
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
Page 443 and 444: 6. ADMISSION TO TRADING AND TRADING
Page 445 and 446:
8. EXPENSES LINKED TO THE OFFER 8.1
Page 447 and 448:
10. ADDITIONAL INFORMATION 10.1 Con
Page 449 and 450:
Consolidated Interim Report as at S
Page 451:
3 Consolidated Interim Report as at
Page 455 and 456:
Contents 7 Consolidated Interim Rep
Page 457 and 458:
Changes made to enable proper compa
Page 459 and 460:
11 >> Consolidated Interim Report T
Page 461 and 462:
Notes 13 Interim Report on Operatio
Page 463 and 464:
Highlights 15 >> Interim Report on
Page 465 and 466:
17 >> Interim Report on Operations
Page 467 and 468:
Page 469 and 470:
Results by Business Segment 21 >> I
Page 471 and 472:
UniCredit Share SHARE INFORMATION S
Page 473 and 474:
25 >> Interim Reports on Operations
Page 475 and 476:
27 >> Interim Reports on Operations
Page 477 and 478:
Operating Profit Breakdown 29 >> In
Page 479 and 480:
Non-Interest Income 31 >> Interim R
Page 481 and 482:
Net Profit attributable to the Grou
Page 483 and 484:
Profit before Taxes 35 >> Interim R
Page 485 and 486:
Capital Ratios 37 >> Interim Report
Page 487 and 488:
Page 489 and 490:
Risks connected with raising funds
Page 491 and 492:
Retail Introduction 43 >> Group Res
Page 493 and 494:
45 >> Group Results Retail Retail p
Page 495 and 496:
47 >> Group Results Retail The SRT
Page 497 and 498:
Retail Network Austria 49 >> Group
Page 499 and 500:
Asset Gathering 51 >> Group Results
Page 501 and 502:
53 >> Group Results Corporate & Inv
Page 503 and 504:
Strategies and Product Lines Financ
Page 505 and 506:
57 >> Group Results Corporate & Inv
Page 507 and 508:
59 >> Group Results Private Banking
Page 509 and 510:
61 >> Group Results Private Banking
Page 511 and 512:
It is not currently possible to est
Page 513 and 514:
65 >> Group Results Asset Managemen
Page 515 and 516:
67 >> Group Results Central Eastern
Page 517 and 518:
Page 519 and 520:
Page 521 and 522:
73 >> Group Results Poland’s Mark
Page 523 and 524:
Further Information 75 >> Group Res
Page 525 and 526:
77 >> Group Results The combination
Page 527 and 528:
New Group external growth initiativ
Page 529 and 530:
Transactions to dispose of equity i
Page 531 and 532:
Steps to Strengthen Capital 83 >> G
Page 533:
Outlook 85 >> Group Results Despite
Page 537 and 538:
89 RELASEMESTRALE CONSOLIDATA >> Co
Page 539 and 540:
Liabilities and shareholders' equit
Page 541 and 542:
Page 543 and 544:
Page 545:
CONSOLIDATED CASH FLOW STATEMENT (i
Page 548 and 549:
100
Page 550 and 551:
Part A) Accounting Policies A1) Gen
Page 552 and 553:
Section 3 - Consolidation Scope and
Page 554 and 555:
Investments in subsidiaries, compan
Page 556 and 557:
NAME MAIN OFFICE CONSOLIDATED INTER
Page 558 and 559:
Page 560 and 561:
NAME MAIN OFFICE DELPHA IMMOBILIEN-
Page 562 and 563:
NAME MAIN OFFICE GRUNDSTUCKSAKTIENG
Page 564 and 565:
Page 566 and 567:
Page 568 and 569:
Page 570 and 571:
Page 572 and 573:
Page 574 and 575:
Page 576 and 577:
Page 578 and 579:
Page 580 and 581:
Page 582 and 583:
Section 4 - Subsequent Events No ev
Page 584 and 585:
136
Page 586 and 587:
Part B) Consolidated Balance Sheet
Page 588 and 589:
Section 5 - Held-to-maturity invest
Page 590 and 591:
Section 12 - Property, plant and eq
Page 592 and 593:
The CGU is the lowest level at whic
Page 594 and 595:
Section 15 - Non-current assets and
Page 596 and 597:
Section 3 - Debt securities in issu
Page 598 and 599:
Section 15 - Shareholders’ Equity
Page 600 and 601:
152
Page 602 and 603:
Part C) - Consolidated Income State
Page 604 and 605:
Section 3 - Dividend income and sim
Page 606 and 607:
Section 8 - Impairment losses - Ite
Page 608 and 609:
Section 12 - Provisions for risks a
Page 610 and 611:
162
Page 612 and 613:
Part D - Segment Reporting (amounts
Page 614 and 615:
A - Primary Segment Segment Reporti
Page 616 and 617:
168
Page 618 and 619:
Part E - Risks ad related risk mana
Page 620 and 621:
Quantitative Information A. Credit
Page 622 and 623:
A.1.3 Balance sheet exposure to ban
Page 624 and 625:
Information on Structured Credit Pr
Page 626 and 627:
Retention by the Group of the first
Page 628 and 629:
Securitized assets broken down by a
Page 630 and 631:
The following table shows exposure
Page 632 and 633:
The residual life of sponsored cond
Page 634 and 635:
Structured credit product exposures
Page 636 and 637:
The Group’s portfolio includes th
Page 638 and 639:
A financial instrument is regarded
Page 640 and 641:
The following table gives the amoun
Page 642 and 643:
Here follows the breakdown of balan
Page 644 and 645:
The following graphs analyze the ba
Page 646 and 647:
Currently, clockwise and counter-cl
Page 648 and 649:
Sensitivity to the volatility of in
Page 650 and 651:
Section 3 - Liquidity risk Managing
Page 652 and 653:
Organizational structure Senior Man
Page 654 and 655:
B. Legal Risks There are a number o
Page 656 and 657:
Cirio In April 2004 the Extraordina
Page 658 and 659:
Divania S.r.l In the first half of
Page 660 and 661:
Mario Malavolta On July 2009 Mr. Ma
Page 662 and 663:
Hypo Real Estate AG and Hypo Real E
Page 664 and 665:
Squeeze-out of minority shareholder
Page 666 and 667:
In addition, several proceedings ha
Page 668 and 669:
220
Page 670 and 671:
Part F - Information on Shareholder
Page 672 and 673:
Section 2 - Shareholders’ equity
Page 674 and 675:
B. Quantitative information Regulat
Page 676 and 677:
228
Page 678 and 679:
Part H - Related-party transactions
Page 680 and 681:
232
Page 682 and 683:
Part I) Share-Based Payments A. Qua
Page 684 and 685:
236
Page 686 and 687:
Annex 1 - Reconciliation of Condens
Page 688 and 689:
CONSOLIDATED INCOME STATEMENT (€
Page 690 and 691:
Annex 2 - Definition of Terms and A
Page 692 and 693:
- Pillar 1: while the objective of
Page 694 and 695:
Cost of risk The ratio between loan
Page 696 and 697:
Hedge Fund Speculative mutual inves
Page 698 and 699:
Liquidity risk The risk of the comp
Page 700 and 701:
Purchase Companies Vehicle used by
Page 702 and 703:
UCITS - Undertaking for Collective
Page 704 and 705:
256
Page 706 and 707:
258
Page 708:
260
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