Prospectus - Notowania

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Board of Directors and Board of Statutory Auditors Board of Directors Board of Statutory Auditors External Auditors KPMG S.p.A. Nominated Official in charge of drawing up Company Accounts Marina Natale 5 Dieter Rampl Chairman Luigi Castelletti First Deputy Chairman Farhat Omar Bengdara Deputy Chairmen Vincenzo Calandra Buonaura Fabrizio Palenzona Alessandro Profumo CEO Giovanni Belluzzi Directors Manfred Bischoff Enrico Tommaso Cucchiani Donato Fontanesi Francesco Giacomin Piero Gnudi Friedrich Kadrnoska Marianna Li Calzi Salvatore Ligresti Luigi Maramotti Antonio Maria Marocco Carlo Pesenti Lucrezia Reichlin Hans-Jürgen Schinzler Theodor Waigel Anthony Wyand Franz Zwickl Lorenzo Lampiano Company Secretary Giorgio Loli Chairman Gian Luigi Francardo Standing Auditors Siegfried Mayr Aldo Milanese Vincenzo Nicastro Massimo Livatino Alternate Auditors Giuseppe Verrascina
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Prospectus relating to the offer un
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4.3.3 Risks associated with the per
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20.4. Audit of annual financial inf
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6.5 Stabilisation..................
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Banca dell’Umbria Banca dell’Um
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Issuer or UniCredit or the Company
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Germany, and between January 14, 20
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UniCredit Family Financing Bank Uni
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CDO Acronym of Collateralized Debt
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well as the negative “prudential
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RWA (Risk-weighted asset) Value wei
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(h) Counterpart risk; (i) Risks ass
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Since its creation, the Group has c
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For greater information on the UniC
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OPERATING PROFIT (millions of €)
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The members of the Board of Directo
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Article 2441, first, second and thi
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− notification that the investor
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Selected financial information on t
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• statutory financial statements
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1. PARTIES RESPONSIBLE 1.1 Parties
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consolidated interim report as of t
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The reclassified income statement f
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Trading, hedging and fair value inc
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at 12.31.2008 Notional value 28,772
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4. RISK FACTORS - 51 - RISK FACTORS
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- 53 - RISK FACTORS Since the finan
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- 55 - RISK FACTORS 2009 did not em
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- 57 - RISK FACTORS liquidity facil
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- 59 - RISK FACTORS which €1,686
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- 61 - RISK FACTORS Increases in th
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- 63 - RISK FACTORS Some of the met
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- 65 - RISK FACTORS Regional Court
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- 67 - RISK FACTORS Dalmata S.r.l.
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- 69 - RISK FACTORS • Vanderbilt
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- 71 - RISK FACTORS It is maintaine
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- 73 - RISK FACTORS With reference
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- 75 - RISK FACTORS related supplem
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- 77 - RISK FACTORS expressly adher
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4.1.17 Risks associated with activi
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- 81 - RISK FACTORS The UniCredit G
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- 83 - RISK FACTORS effects on the
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- 85 - RISK FACTORS 4.2.5 Risks ass
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- 87 - RISK FACTORS For further inf
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5 INFORMATION ON THE COMPANY 5.1. H
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What is more, in August 2004 Pionee
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(B) The merger transactions with th
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Register on September 25, 2007 and
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December 2007 UniCredit reached an
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Real Estate subsequently transferre
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associated with liabilities which a
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Total 3,781 4,003 4,186 3,086 -5.5%
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PIRELLI PEKAO REAL ESTATE SP. Z O.O
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a structure by sector of activities
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Total 2,680 5,616 5,458 10,510 8,21
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(ii) credit, debit and prepaid card
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The CIB business segment focuses on
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markets and corporate treasury sale
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econstructed INCOME STATEMENT FIGUR
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The table below discloses the main
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For the purposes of assessing the r
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(the available margin is provided b
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these shares, provided that the sha
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and up-dates on the basis of the pr
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(i) the granting of authorizations
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- 131 -
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Private Banking Business Unit (whic
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Piedmont 466 2,716 17 2 Puglia 173
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Europe (including Germany and Austr
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(b) PMI, for corporations with an a
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With regards to loans 19 , as at Ju
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and services, combining a unique ge
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• the guidelines, policies and st
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countries), with reference to the m
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• the introduction, within the ne
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Real estate risk consists of potent
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7. ORGANISATIONAL STRUCTURE 7.1. Gr
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- 155 -
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7.2. Issuer’s subsidiaries The fo
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NAME REGISTERED OFFICE COUNTRY ACTI
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NAME ASPRA FINANCE S.P.A. ITALY REG
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NAME REGISTERED OFFICE COUNTRY PEKA
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NAME REGISTERED OFFICE COUNTRY ACTI
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NAME REGISTERED OFFICE COUNTRY UNIC
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ARGENTAURUS IMMOBILIEN- VERM IETUNG
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• Tangible assets: breakdown of a
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The information regarding intangibl
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Vienna Donau-City Wed Donau - City
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9. REPORT ON THE OPERATIONAL AND FI
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slowdown in both German and, more s
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this Chapter refer to these changes
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• 2009 − Retail − Corporate &
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longer intended for trading due to
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illion, an increase of approximatel
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REGULATORY CAPITAL 09.30.2009 12.31
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capital requirements for market ris
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as per the accounting standards app
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At the end of 2008, available-for-s
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Non-financial companies 3,138 1,961
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and demand deposits 2.2 Time deposi
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derecognised Total (Carrying value)
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The coverage ratio (or the ratio be
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Situation as at 31.12.2007 Notional
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As at September 30, 2009, similar c
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In its role as sponsor, the Group s
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showed a great deal of volatility,
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The Group does not have any mortgag
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B.2 Financial assets designated at
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During Q3 2009, UniCredit Real Esta
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Total 8,175 8,049 9,105 6,872 1.6%
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Total interest income is, for the t
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(millions of €) % Change Fee and
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Net hedging income (loss) (millions
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Administrative expenses for personn
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consolidation were attributable sol
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The cost of credit risk (calculated
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eing completed on October 1, 2007.
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and Romania). Growth in the Poland
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( in millions of Euros) % Change Ne
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markets recorded in 2007 (Croatia,
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Gross profit therefore stands at
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amounting to € 1,222 million in a
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1. Deposits from banks 152,437 1,94
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usiness segments have posted result
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(in millions of €) % Change Opera
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(in millions of €) RECONCILIATION
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100. Income (Losses) from sale or r
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100. Income (Losses) from sale or r
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This result should not be considere
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10.2. Information regarding the fin
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5.00% 02.01.2016 applicable not app
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HVB Lux Geldilux - TS - 2005 tradit
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10.3. Indication of the financial r
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12. INFORMATION ON EXPECTED TRENDS
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14. ADMINISTRATION, MANAGEMENT OR S
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Quadrante Europa (Platform for logi
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esearch on the strategies of multin
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Director; he is a Member of the Boa
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the Management Board of Bank Austri
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Alessandro Profumo Giovanni Belluzz
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Manfred Bischoff Enrico Tommaso Cuc
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Donato Fontanesi Francesco Giacomin
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Marianna Li Calzi Salvatore Ligrest
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Banca SANPAOLO IMI S.p.A. Member of
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Mischek Privatstiftung Member of th
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The members of the Board of Statuto
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Massimo Livatino. Degree in Economi
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CSP Società Consortile a r.l. Chai
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Giuseppe Verrascina Interpump Group
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Eastern Europe. In November 2001 he
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Group and merger with the Capitalia
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Reninvest SA Member of the Board of
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Fondazione Ugo Foscolo (UniCredit &
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- on the Warsaw Stock Exchange in r
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Person Position description Compens
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Person Position description Compens
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Other key management personnel, lis
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Friedrich Kadrnoska Director April
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External Auditors, as well as the s
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- put in place a set of regulations
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1 shares received in 2009 following
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(c) “Discount Share”: at the en
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subsidiaries - direct or indirect -
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For that which concerns the informa
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customers Other assets 45 - 16 - -
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The following table provides detail
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November 2008 December 2008 January
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20. FINANCIAL INFORMATION REGARDING
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Balance Sheet In the following tabl
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A. 1. OPERATING ACTIVITIES Operatio
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On April 30, 2009, the ordinary ses
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losses in the matter or, if this pe
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International Industrial Participat
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debited to the plaintiff’s accoun
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Accordingly, the plaintiff requeste
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Zagrebačka maintains that the plai
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In fact, the bank believes it has c
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In the meantime, HVB, which believe
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Madoff In December 2008, Bernard L.
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standards, no provisions were made
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Investigations by the Polish Tax Au
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In addition, BiFin conducted an ins
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21. ADDITIONAL INFORMATION 21.1. Eq
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The Board of Directors resolved: i)
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medium-term incentive system for Gr
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09.18.2008 September 16, 2008 6,683
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01.04.2008 December 31, 2007 6,682,
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10.02.2006 September 15, 2006 5,218
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Only shareholders that individually
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financial or insurance sectors, in
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Pursuant to Section 27 of the Artic
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Additionally, the Shareholders’ M
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If these provisions are violated, a
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the interest held by UniCredit in B
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22.7. Agreement for the sale by BA
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First Contribution, shares of the O
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23. INFORMATION ORIGINATING FROM TH
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25. INFORMATION ON EQUITY INVESTMEN
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S. NAME MEDIOBANCA BANCA DI CREDITO
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List of the Main Companies Subject
Page 401 and 402: SECOND SECTION - 401 -
Page 403 and 404: 2. RISK FACTORS For a description o
Page 405 and 406: 3.4 Reasons for the Offer and Use o
Page 407 and 408: With reference to the voting right,
Page 409 and 410: Some general information about the
Page 411 and 412: esolution following the one pertain
Page 413 and 414: shareholders, and the companies and
Page 415 and 416: Non Qualifying Holdings contribute
Page 417 and 418: Capital gains realised by resident
Page 419 and 420: 4.11.2 Germany The following sectio
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Page 423 and 424: Shares acquired before December 31,
Page 425 and 426: deducted to the extent to which the
Page 427 and 428: 4.11.3 Poland The following summary
Page 429 and 430: In order to eliminate the double ta
Page 431 and 432: are subject to taxation on the disp
Page 433 and 434: donation or the acceptance of inher
Page 435 and 436: ending dates, by submitting a reque
Page 437 and 438: The Shares subscribed before the en
Page 439 and 440: and Australia, and in the other Exc
Page 441 and 442: €135,000,000, then extended to
Page 443 and 444: 6. ADMISSION TO TRADING AND TRADING
Page 445 and 446: 8. EXPENSES LINKED TO THE OFFER 8.1
Page 447 and 448: 10. ADDITIONAL INFORMATION 10.1 Con
Page 449 and 450: Consolidated Interim Report as at S
Page 451: 3 Consolidated Interim Report as at
Page 456 and 457: Introduction Prefatory Note General
Page 458 and 459: Reclassified Financial Assets EC Re
Page 460 and 461: CONSOLIDATED INTERIM REPORT AS AT S
Page 462 and 463: CONSOLIDATED INTERIM REPORT AS AT S
Page 464 and 465: Condensed Accounts CONSOLIDATED BAL
Page 466 and 467: Quarterly Figures CONSOLIDATED BALA
Page 468 and 469: Comparison of Q3 2009 / Q3 2008 CON
Page 470 and 471: Group Figures 1999 - 2009 Income St
Page 472 and 473: Group Results for Q3 2009 Macroecon
Page 474 and 475: CEE countries Positive signs from w
Page 476 and 477: Main Results and Performance for th
Page 478 and 479: Operating profit by business segmen
Page 480 and 481: Payroll costs were €6.8 billion,
Page 482 and 483: Net Write-Downs of Loans and Provis
Page 484 and 485: Capital and Value Management Princi
Page 486 and 487: Information on Risks The Group moni
Page 488 and 489: With regard to the use of the AMA (
Page 490 and 491: Results by Business Segment The fol
Page 492 and 493: Q3 2009 shows only a slight decreas
Page 494 and 495: Business areas and SBA strategy ana
Page 496 and 497: In terms of sales performance, in I
Page 498 and 499: With regard to sales-related initia
Page 500 and 501: Corporate & Investment Banking (CIB
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EVA was -€111 million (showing an
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- Structured Capital Markets origin
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Private Banking Introduction The Pr
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Profit before taxes was €175 mill
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Asset Management Introduction Asset
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Business lines (by product, market
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CEE and Poland’s Markets In the t
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Following progressive worsening of
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In the first nine months of 2009 th
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Poland’s Markets Introduction The
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Retail Business Total savings in th
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Global ICT Company The project was
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Business combination for the Group
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JSC ATF Bank This past April, JSC A
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Mastercard Inc. During the year, se
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Subsequent Events and Outlook Subse
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87 Condensed Consolidated Financial
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CONSOLIDATED BALANCE SHEET Assets 1
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CONSOLIDATED INCOME STATEMENT (€
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STATEMENT OF CHANGES IN SHAREHOLDER
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CONSOLIDATED INTERIM REPORT AS AT S
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99 Explanatory Notes >> Condensed C
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101 >> Condensed Consolidated Finan
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NAME MAIN OFFICE 107 >> Condensed C
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NAME MAIN OFFICE BANK AUSTRIA HUNGA
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NAME MAIN OFFICE JOINT STOCK COMMER
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NAME MAIN OFFICE PALAIS ROTHSCHILD
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NAME MAIN OFFICE UIB UNIVERSALE BAU
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135 - IFRS 1: First-time adoption o
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139 CONSOLIDATED FIRST HALF FINANCI
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Section 13 - Intangible Assets - It
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The model used by UniCredit for the
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Liabilities Section 1 - Deposits fr
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11.5 Other administrative expenses:
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Segment Reporting by Business Segme
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A.1.2 Breakdown of financial assets
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1. Structured Credit Products 177 >
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Exposure to US Subprime and Alt-A M
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2.Trading Derivatives with customer
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Section 2 - Market risk 195 >> Cond
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Bank Austria Subgroup 197 60,000,00
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Exchange-Rate Sensitivity 199 >> Co
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“Full US Recession” Scenario 20
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Section 4 - Operational risk Qualit
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Quantitative Information 219 >> Con
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2.2 Capital for regulatory purposes
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2.3 Capital adequacy Capital Adequa
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2.2 Other equity instruments (Perfo
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237 Annexes Annex 1 Reconciliation
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Consolidated Balance Sheet (Continu
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Consolidated Income Statement (Cont
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ALT-A (residential mortgages) 243 >
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EVA - Economic Value Added 247 >> C
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Sensitivity 253 >> Condensed Consol
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255
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Declaration by the Nominated Offici
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Declaration by the Nominated Offici
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