Prospectus - Notowania

5. CONDITIONS OF THE OFFERING
5.1 Conditions, statistics relating to the Offering, expected schedule and procedures to
underwrite the Offering
5.1.1 Conditions to which the Offering is subordinated
The Offering is not subordinated to conditions.
5.1.2 Total amount of the Offering
The Shares constituting the subject of the Offering derive from the capital increase
resolved by the Issuer’s extraordinary shareholders' meeting of November 16, 2009.
The issuer’s extraordinary shareholders' meeting resolved, among other matters, an
issue of share capital to be freed by contribution in cash for a total maximum amount
of €4,000,000,000 – including any issue premium – to be carried out, also in separable
form, no latter than June 30, 2010 by the issue of ordinary shares with regular
enjoyment with a unit par value of €0.50 each, to be offered as an option to the
shareholders who hold ordinary shares and to the bearers of savings shares of the
Company in accordance with Article 2441, first, second and third paragraph, of the
Italian Civil Code and therefore to vest the Board of Directors with all broadest
powers to: i) define the issue price (inclusive of the premium) with reference to the
Theoretical Ex Right Price or TERP of the UniCredit ordinary shares, calculated
according to current methodologies, on the basis of the official Stock Exchange price
on the stock market trading day preceding the determination of the issue price by the
Board of Directors and possibly discounted to the extent that will be set by the Board
of Directors on the basis of the market conditions prevalent at the time of the actual
launch of the share capital issue, provided that the issue price of each ordinary share
may in no case be lower than its unit par value (€0.50); ii) determine – as a
consequence to what is provided in (i) – the maximum number of newly issued shares
as well as the assignment ratio in the option; iii) determine the time frame for the
execution of the share capital issue resolution, in particular for the launch of the offer
of the option rights as well as the subsequent offer on the stock exchange of any rights
not opted at the end of the subscription period, in compliance with the final date of 30
June 2010.
On January 7, 2010, the Board of Directors of the Company resolved to issue no.
2,516,889,453 newly issued ordinary shares, having the same characteristics as
outstanding shares, to be offered as options to shareholders at the price of €1.589 per
share, whereof €1.089 as premium, with the ratio of no. 3 newly issued shares every
no. 20 ordinary and/or savings shares owned, for a total value of €3,999,337,340.82.
Therefore, the value of the Offering is €3,999,337,340.82 whereof €1,258,444,726.50
by way of capital and €2,740,892,614.32 by way of premium.
5.1.3 Validity of the Offering, possible changes and underwriting procedures
In Italy and Germany the option rights shall be exercised, or be forfeited, within the
Option Term from January 11, 2010 to January 29, 2010, including the starting and
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