Prospectus - Notowania

are subject to taxation on the disposal of such shares for consideration only with respect to
income (revenues) earned in Poland. Income from the sale of the UniCredit shares on the
Warsaw Stock Exchange is considered to be income earned in Poland.
Income earned by foreign persons is taxed on the same terms as that of Polish persons.
However, foreign partnerships will be taxed pursuant to the regulations applicable to corporate
entities if they are treated as corporate entities in the jurisdiction where they have their
registered office and/or place of management and their entire income is taxed in such
jurisdiction, irrespective of the place where it is earned.
However, in addition to the above Polish regulations, the taxation principles regarding foreign
shareholders will be based on the relevant double tax treaties signed by Poland as well as
applicable foreign laws and regulations. In general, double taxation treaties provide that income
on the sale of securities may only be taxed in the country in which the seller has its registered
office and/or place of management or is domiciled. This does not apply to foreign persons that
have a facility (permanent establishment) in Poland, within the meaning of the relevant double
taxation treaty, and the income on the sale of the shares for consideration is attributable to that
facility. In such event, the income will be taxed in Poland, on the same terms as income of
Polish persons.
Taxation of income related to the holding and trading in subscription rights
Grant of the Subscription Rights
Vesting the investor (either an individual or a corporation) with the subscription rights, in
proportion to the UniCredit shares already owned by such investor, shall not as such result in
rise of any tax obligation in Poland. Vesting with the subscription rights should be viewed as
neutral for Polish taxation purposes.
Holding Subscription Rights by Individual and/or Corporate Investors
To the extent the subscription rights are not connected with any payments from the company
nor is any income generated in reference to holding these subscription rights, no tax liability
should arise in Poland.
Exercising the Subscription Rights
Once the given investor exercises fully or partially the subscription rights vested to it by
UniCredit, by acquiring the UniCredit shares, the tax consequences of holding and disposing
those shares described above shall apply. Any expenses incurred in reference with exercising
the subscription rights shall not be regarded as tax-deductible expenses at the moment they are
incurred.
Trading in Subscription Rights
Individual Investors
The rules of taxation of income (revenues) earned on trading in subscription rights will be
analogous to those described in above at “—Taxation of Income from Trading Shares—
Income of Polish Individuals Trading in Shares”, with respect to trading in UniCredit shares.
The income (revenue) on disposal of the subscription rights for consideration will be defined as
the selling price thereof. However, it should be noted that if the price specified in the sales
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