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Prospectus - Notowania

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Uncollected dividends default to the Company after five years from the day they became<br />

collectable.<br />

4.6 Indication of the Authorisation and of the Resolution whereby the Shares will be issued<br />

On November 12, 2009, with assessment decision no. 366485, the Bank of Italy authorised the<br />

amendment to the articles of association deriving from the capital increase, in accordance with<br />

Article 56 of the TUB.<br />

On November 16, 2009, the extraordinary shareholders' meeting of UniCredit, at the proposal<br />

of the Board of Directors of September 29, 2009, resolved the capital increase, within which<br />

the Shares shall be issued.<br />

4.7 Planned Share Issue Date<br />

The Shares subscribed before the end of the Option Term shall be made available on the<br />

accounts of authorised intermediaries that are approved users of the Monte Titoli central<br />

depository system on the same date, as from February 1, 2010, on which the Company has<br />

proof of the amounts paid for the exercise of the options, unless delayed for reasons beyond the<br />

control of the Company. The Shares shall be made available to those entitled, through the<br />

authorised intermediaries adhering to the system for the centralised transfer of shares of Monte<br />

Titoli, Clearstream or NDS no later than the tenth open market day after the expiration of the<br />

option term.<br />

Because of the different procedures for registering the Shares with Clearstream and NDS, in<br />

Germany and Poland the Shares may not be made available to those entitled in the terms set out<br />

above (on the notice of assignment, see Second Section, Chapter 5, Paragraph 5.2.4 of the<br />

<strong>Prospectus</strong>).<br />

4.8 Limitations to the Free Transferability of the Shares<br />

There are no limitations to the free transferability of the Shares<br />

4.9 Existence of any Rules on Public Acquisition Offer Obligations and/or Sell-out<br />

Obligations and Squeeze-out in relation to the Shares<br />

The Shares shall be subject to the rules set out by the TUF and by the related implementing<br />

regulations, among them the Issuers' Regulations, with particular reference to the rules on<br />

public acquisition offers (Article 106 TUF), purchase obligations (sell-out) (Article 108 TUF)<br />

and acquisition rights (squeeze-out) (Article 111 TUF).<br />

4.10 Takeover bids carried out by third parties on Company shares during the last financial<br />

year and the current financial year<br />

The ordinary and savings chares of UniCredit were not the object of takeover bids promoted by<br />

third parties during the last financial year and the current financial year.<br />

4.11 Tax Rules<br />

4.11.1 Italy<br />

- 408 -

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