Prospectus - Notowania

With reference to the voting right, pursuant to Section 5, Paragraph 15, of the Articles of
Association of UniCredit “No person having a voting right may exercise it, for any reason, for
a quantity of Company shares exceeding five percent of the share capital having voting right.
For this purpose, the total shareholding by the controlling person, whether natural person or
legal entity or company, by all direct or indirect subsidiaries and associates, is taken into
account; instead, the equity shares included in the portfolio of Mutual funds managed by
subsidiary or associated companies” (for the definition of control and for the computation of
the equity share, see Article 5, Paragraph 15 of the Articles of Association of UniCredit. This
information is included in the Prospectus by reference, in accordance with Article 11 of
Directive 2003/71/EC and with Article 28 of Regulation No. 809/2004/EC, available to the
public at the head offices and at the site www.unicreditgroup.eu, in Italian and English).
In accordance with the same Section 5, Paragraph 15, of the Articles of Association of
UniCredit “In case of violation of the preceding provisions, any shareholders’ meeting
resolution may be impugned in accordance 2377 of the Italian Civil Code, if the required
majority would not have been reached without such violation. The Shares for which the voting
right may not be exercised are in any case computed for the purposes of the regular
constitution of the Meeting”.
With reference to the dividend right, in accordance with Section 32 of the Articles of
Association of UniCredit, “The net profit resulting from the financial statement is allocated as
follow:
(a) to the reserve, a portion of no less than 10%; if the reserve exceeds the maximum
prescribed by legal requirements, the profit is allocated first to the savings shares in
the portion set out in item b) below;
(b) to the savings shares is assigned an amount until five percent of their notional value is
reached; when a dividend lower than five percent of their notional value has been
assigned in the course of a financial year, the difference is computed to increase the
preferred dividend in the two subsequent years; the residual profits after the
assignment of the aforesaid dividend to the savings shares are allocated among all
shares in such a way that to the savings share is assigned a total dividend increased,
relative to that of the ordinary shares, by three percent of the notional value of the
shares;
(c) subject to the above provisions with respect to the total increased dividend to which
the savings shares, the ordinary shares are attributed an amount up to five percent of
their notional value;
(d) the residual profit whose distribution is decided by the Shareholders’ Meeting is
allocated among all shares in addition to the allocations as per letters b) and c);
(e) on the allocation of the undistributed profit, the Shareholders’ Meeting resolves upon
the proposal of the Board of Directors”.
In accordance with the second paragraph of the same Section 32 of the Articles of Association
of UniCredit “The Shareholders’ Meeting, at the Board’s proposal, may also resolve the
formation and increase of extraordinary and special reserves to be drawn from the net profit
also before the allocations as per letters c), d) and e) above.”
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