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Prospectus - Notowania

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2. EXTERNAL AUDITORS<br />

2.1 External Auditors of the Issuer<br />

The Company’s shareholders’ meeting held on May 10, 2007 granted the firm KPMG S.p.A. -<br />

with registered offices in Via Vittor Pisani 25, Milan, Italy, enrolled in the ordinary section of<br />

the Companies’ Register at the Milan Chamber of Commerce under No. 00709600159, in<br />

compliance with the matters envisaged by Italian Law No. 262 dated December 28, 2005 and<br />

by the subsequent Italian Legislative Decree No. 303 dated December 29, 2006, as<br />

subsequently amended - the appointment to audit the statutory financial statements of the Issuer<br />

and the consolidated financial statements of the UniCredit Group, carry out a limited audit on<br />

the consolidated interim report of the Group and check the due keeping of the corporate<br />

accounts and the correct reporting of the operating events in the accounting records, until 2012.<br />

The External Auditors also carried out the appointment to audit the individual financial<br />

statements of the Issuer and the consolidated financial statements of the UniCredit Group and<br />

to check the due keeping of the corporate accounts and the correct reporting of the operating<br />

events in the accounting records for the financial years 2004-2006; this appointment had been<br />

granted by the Company’s shareholders’ meeting held on 4 May 2004.<br />

The balance sheet, income statement and financial figures as at December 31, 2007 and<br />

December 31, 2008 were prepared on the basis of the figures taken from the consolidated<br />

financial statements as at December 31, 2008 of the UniCredit Group, audited by the External<br />

Auditors. The figures as at December 31, 2007 were taken from the consolidated financial<br />

statements for the period ended as at December 31, 2008 since, following the completion of the<br />

activities relating to the PPA mainly associated with the merger transaction with the Capitalia<br />

Group, a number of balance sheet figures as at December 31, 2007 were re-calculated, relating<br />

to the fair value of the assets and liabilities acquired. The figures as at December 31, 2007,<br />

therefore, have not been audited but the methods for recalculating these figures and the<br />

disclosure presented in the explanatory notes, with regard to the adjustments made, were<br />

examined by the External Auditors for the purpose of expressing an opinion on the<br />

consolidated financial statements for the period ended as at December 31, 2008, as indicated in<br />

the report issued on April 9, 2009.<br />

The consolidated balance sheet, income statement and financial figures of the UniCredit Group<br />

for the financial year ended as at December 31, 2006 were prepared on the basis of the figures<br />

taken from the consolidated financial statements as at December 31, 2006, audited by the<br />

External Auditors.<br />

The balance sheet, income statement and financial figures as at September 30, 2009 and the<br />

income statement figures as at September 30, 2008 were taken from the consolidated interim<br />

report as at September 30, 2009. The income statement figures as at September 30, 2008 were<br />

taken from the consolidated interim report as at September 30, 2009, since this is the last<br />

expression of the PPA activities associated with the merger transaction with the Capitalia<br />

Group. The figures as at September 30, 2008 used for the purposes of the <strong>Prospectus</strong> were<br />

therefore not audited, but the methods for re-calculating said figures, with regard to the<br />

adjustments made, were examined by the External Auditors for the purpose of a limited audit<br />

on the abridged consolidated financial statements as at September 30, 2009 and included in the<br />

- 42 -

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