Prospectus - Notowania

The Guarantors have assumed the obligation towards UniCredit, severally and without
any joint obligation, to subscribe any Shares which are unsubscribed at the expiration
of the Offer and of the subsequent stock market offer performed in accordance with
Article 2441.3 of the Italian Civil Code up to the maximum total amount of €4 billion.
The guarantee agreement contains, among other matters, the usual clauses that entitle
the Guarantors to withdraw from the agreement, among them the so-called “material
adverse change” and “force majeure” clauses in line with best international practices.
As part of the guarantee agreement, UniCredit undertook the commitment, starting
from the date of subscription of the guarantee agreement and up to the 90th day from
the closing date of said agreement, not to carry out, without the prior agreement of
Merrill Lynch International, in name and on behalf of the Guarantors, which shall not
be unreasonably denied: (i) directly or indirectly, operations of issue, offer or sale, use
or, in any event, operations concerning or resulting in the assignment or transfer to
third parties, for any reason and under any form, of the Company’s shares, as well as
(ii) swap contracts or other derivatives contracts, which have the same effects, even
only in terms of financial effect, of the above operations. In any event, this is without
prejudice to the operations for the purpose of the stock option or stock granting plans,
as well as the operations of use relating to treasury shares.
Possible participation in the guarantee consortium by other institutions will be notified
to the market through press release.
5.4.4 Date of stipulation of the subscription and guarantee agreements
The commitments of the Guarantors as per Second Section, Chapter 5, Paragraph
5.4.3, of the Prospectus were assumed on an earlier date than the Date of the
Prospectus.
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