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Prospectus - Notowania

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4. INFORMATION ABOUT THE FINANCIAL INSTRUMENTS TO BE OFFERED<br />

4.1 Description of the Shares<br />

The Offer involves 2,516,889,453 Shares, with a notional value of €0.50 each, representing<br />

13.06% of Post-Offer UniCredit Ordinary Share Capital and 13.04% of Post-Offer UniCredit<br />

Share Capital.<br />

The Shares shall have regular enjoyment and they shall, therefore, be fungible with the<br />

UniCredit ordinary shares traded in the MTA, at the Frankfurt Stock Exchange, General<br />

Standard segment, and at the Warsaw Stock Exchange, on the issue date. Consequently, the<br />

Shares shall be provided with coupon no. 31 and the following numbers and the ISIN code<br />

attributed to the Shares shall be IT0000064854.<br />

The option rights for the subscription of the Shares were attributed the ISIN code<br />

IT0004554009; the option rights are represented by coupon no. 30 both for ordinary shares and<br />

for savings shares.<br />

4.2 Law governing the issue of the Shares<br />

The Shares shall be issued according to Italian laws and regulations and they shall be subject to<br />

the same laws and regulations.<br />

4.3 Characteristics of the Shares<br />

The Shares shall be issued in dematerialised form and they shall be registered, indivisible and<br />

freely transferable.<br />

The Shares shall be inserted in the Monte Titoli system for the centralised transfer of shares for<br />

dematerialised financial instruments, in accordance with the provisions of Articles 81 of the<br />

TUF and 28 of Italian Legislative Decree no. 213 of 24 June 1998, as well as with the rules for<br />

the implementation of the TUF adopted by the Bank of Italy and Consob with the decision of<br />

22 February 2008. Monte Titoli has its central office in Via Andrea Mantegna, 6, Milan, Italy.<br />

The Shares that will be underwritten in Germany and in Poland shall also be issued in<br />

dematerialised form and inserted in the Monte Titoli system for the centralised transfer of<br />

shares for dematerialised financial instruments and they shall subsequently be recorded in the<br />

accounts that the central custodians of Germany and Poland, respectively Clearstream and<br />

NDS, have directly or indirectly opened with Monte Titoli. These Shares shall consequently be<br />

inserted in the centralised management systems of Clearstream and NDS.<br />

4.4 Issue Currency of the Shares<br />

The Shares shall be denominated in Euro.<br />

4.5 Description of the Rights Connected to the Shares<br />

The Shares shall have the same characteristics and shall attribute the same rights as the<br />

UniCredit ordinary shares traded in the MTA, at the Frankfurt Stock Exchange (General<br />

Standard segment) and with the Warsaw Stock Exchange, on the issue date.<br />

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