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Prospectus - Notowania

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5.3.2 Procedure for the Notification of the Offer Price<br />

The Offer Price, i.e. €1.589 per Share, was notified to the market with a press release<br />

issued at the end of the Board of Directors meeting of January 7, 2010 and it is<br />

indicated in the <strong>Prospectus</strong>.<br />

5.3.3 Limitations of the Option Right<br />

The Shares are offered in option to holders of ordinary and savings shares in<br />

accordance with Article 2441, first, second and third paragraph of the Italian Civil<br />

Code and there are no limitations to the option rights to which eligible shareholders<br />

are entitled.<br />

5.3.4 Any difference between the issue price of the Shares and price of the shares paid<br />

during the previous year or to be paid by members of the Board of Directors,<br />

members of the Board of Statutory Auditors, high level executives or affiliated<br />

persons<br />

To the best of the Issuer’s knowledge, with the exception of the purchases completed<br />

and notified in accordance with current regulations, during the year 2008 and 2009,<br />

the members of the governing, directing, controlling bodies, and high executives or<br />

persons closely connected with them have not purchased shares of the Issuer at a<br />

substantially different price from the Offer Price.<br />

Notices to the market about the completed purchases are incorporated in the<br />

<strong>Prospectus</strong> by reference, in accordance with Article 11 of Directive 2003/71/EC and<br />

with Article 28 of Regulation No. 809/2004/EC, and they are available to the public at<br />

the head offices and at the site www.unicreditgroup.eu, in Italian and English.<br />

With respect to the instruments that entitle to purchase the Issuer’s shares, please see<br />

First Section, Chapter 17, Paragraph 2 of the <strong>Prospectus</strong>.<br />

5.4 Placement and Subscription<br />

5.4.1 Indication of the Offer Placement Agents<br />

Since it is an offer as option in accordance with Article 2441, Paragraph 1, of the<br />

Italian Civil Code, there is no placement agent.<br />

5.4.2 Name and address of the bodies tasked with the financial service and of the<br />

custodian agents in each countries<br />

The request to subscribe the Shares shall be transmitted through the authorised<br />

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

Titoli, Clearstream or NDS.<br />

5.4.3 Subscription and guarantee commitments<br />

On December 15, 2009, Fondazione Cassa di Risparmio di Torino, holder of<br />

534,263,185 ordinary shares of UniCredit, as well as CASHES for nominal value of<br />

€542,400,000, took on the commitment to subscribe the Shares deriving from its<br />

shareholding as well as from the CASHES, up to a maximum amount of<br />

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