Prospectus - Notowania
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Prospectus - Notowania

Prospectus - Notowania Prospectus - Notowania

notowania.pb.pl
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19.01.2013 Views

2. EXTERNAL AUDITORS 2.1 External Auditors of the Issuer The Company’s shareholders’ meeting held on May 10, 2007 granted the firm KPMG S.p.A. - with registered offices in Via Vittor Pisani 25, Milan, Italy, enrolled in the ordinary section of the Companies’ Register at the Milan Chamber of Commerce under No. 00709600159, in compliance with the matters envisaged by Italian Law No. 262 dated December 28, 2005 and by the subsequent Italian Legislative Decree No. 303 dated December 29, 2006, as subsequently amended - the appointment to audit the statutory financial statements of the Issuer and the consolidated financial statements of the UniCredit Group, carry out a limited audit on the consolidated interim report of the Group and check the due keeping of the corporate accounts and the correct reporting of the operating events in the accounting records, until 2012. The External Auditors also carried out the appointment to audit the individual financial statements of the Issuer and the consolidated financial statements of the UniCredit Group and to check the due keeping of the corporate accounts and the correct reporting of the operating events in the accounting records for the financial years 2004-2006; this appointment had been granted by the Company’s shareholders’ meeting held on 4 May 2004. The balance sheet, income statement and financial figures as at December 31, 2007 and December 31, 2008 were prepared on the basis of the figures taken from the consolidated financial statements as at December 31, 2008 of the UniCredit Group, audited by the External Auditors. The figures as at December 31, 2007 were taken from the consolidated financial statements for the period ended as at December 31, 2008 since, following the completion of the activities relating to the PPA mainly associated with the merger transaction with the Capitalia Group, a number of balance sheet figures as at December 31, 2007 were re-calculated, relating to the fair value of the assets and liabilities acquired. The figures as at December 31, 2007, therefore, have not been audited but the methods for recalculating these figures and the disclosure presented in the explanatory notes, with regard to the adjustments made, were examined by the External Auditors for the purpose of expressing an opinion on the consolidated financial statements for the period ended as at December 31, 2008, as indicated in the report issued on April 9, 2009. The consolidated balance sheet, income statement and financial figures of the UniCredit Group for the financial year ended as at December 31, 2006 were prepared on the basis of the figures taken from the consolidated financial statements as at December 31, 2006, audited by the External Auditors. The balance sheet, income statement and financial figures as at September 30, 2009 and the income statement figures as at September 30, 2008 were taken from the consolidated interim report as at September 30, 2009. The income statement figures as at September 30, 2008 were taken from the consolidated interim report as at September 30, 2009, since this is the last expression of the PPA activities associated with the merger transaction with the Capitalia Group. The figures as at September 30, 2008 used for the purposes of the Prospectus were therefore not audited, but the methods for re-calculating said figures, with regard to the adjustments made, were examined by the External Auditors for the purpose of a limited audit on the abridged consolidated financial statements as at September 30, 2009 and included in the - 42 -

consolidated interim report as of the same date. The abridged consolidated financial statements as at September 30, 2008 drawn up for the purposes of the “Prospectus related to the offer under option to the shareholders and the admission to listing on the Electronic Equity Stock Market (MTA) organized and managed by Borsa Italiana S.p.A., on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and on the Warsaw Stock Exchange (Gielda Papierów Wartościowych w Warszawie SA) of 972,225,376 ordinary UniCredit S.p.A. shares” dated December 23, 2008, have been subject to a limited audit by the External Auditors who issued their report on December 18, 2008. The External Auditors issued their reports, with reference to the statutory and consolidated financial statements for 2006, 2007 and 2008, on April 12, 2007, April 9, 2008 and April 9, 2009, respectively, and on the abridged quarterly consolidated financial statements as at September 30, 2009, subject to a limited audit on 25 November 2009. 2.2 Information on relations with the External Auditors Up until the Date of the Prospectus, no revocation was issued for the appointment granted by the Issuer to the External Auditors, nor did the External Auditors relinquish said appointment. - 43 -

consolidated interim report as of the same date. The abridged consolidated financial statements<br />

as at September 30, 2008 drawn up for the purposes of the “<strong>Prospectus</strong> related to the offer<br />

under option to the shareholders and the admission to listing on the Electronic Equity<br />

Stock Market (MTA) organized and managed by Borsa Italiana S.p.A., on the Frankfurt<br />

Stock Exchange (Frankfurter Wertpapierbörse) and on the Warsaw Stock Exchange<br />

(Gielda Papierów Wartościowych w Warszawie SA) of 972,225,376 ordinary UniCredit<br />

S.p.A. shares” dated December 23, 2008, have been subject to a limited audit by the External<br />

Auditors who issued their report on December 18, 2008.<br />

The External Auditors issued their reports, with reference to the statutory and consolidated<br />

financial statements for 2006, 2007 and 2008, on April 12, 2007, April 9, 2008 and April 9,<br />

2009, respectively, and on the abridged quarterly consolidated financial statements as at<br />

September 30, 2009, subject to a limited audit on 25 November 2009.<br />

2.2 Information on relations with the External Auditors<br />

Up until the Date of the <strong>Prospectus</strong>, no revocation was issued for the appointment granted by<br />

the Issuer to the External Auditors, nor did the External Auditors relinquish said appointment.<br />

- 43 -

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