Prospectus - Notowania

Global ICT Company
The project was promoted in order to bring together into a single company – namely, UGIS -- all the ICT activities carried
out by HVB and BA through their respective subsidiaries, HVB Information Services GmbH (hereinafter “HVB IS”) and
WAVE Solutions Information Technology GmbH (hereinafter “WAVE”).
The creation of a common center for ICT services at the Group level will allow for optimizing the exchange of key
expertise and professional skills and will further the creation of a “full service” model for customers, as well as high
quality standards and competitive costs.
The additional objectives that the Group expects to achieve with the project in question, consistent with the goals sought
in integrating back office operations, include:
� facilitating the governance of ICT operations by centralizing responsibility in a single legal entity;
� maintaining the most successful cost model, based on high cost stability and predictability, furthering
awareness of the value of the cost and hence a high commitment to efficiency in IT;
� maintaining the current level of quality of service, so as to further business procedures and keep risks under
control as best as possible;
� sustaining geographic distribution with the right level of modularity, scalability and automated support;
� reducing operational complexity within such a broad scope, furthering the standardization of assets, procedures,
tools and actions.
To implement the project, the extraordinary shareholders’ meeting of UGIS held April 3, 2009, approved two separate
capital increases reserved for HVB and BA totaling €135.3 million (including €52.8 million in additional paid-in capital),
pursuant to par. 4 of Article 2441 and 2343 of the Civil Code, as follows:
� €96.3 million (including €37.6 million in additional capital) by HVB through the transfer of its 100% stake in
HVB IS, whose equity HVB had previously increased through the transfer of its IT assets and a cash
contribution of approximately €12.0 million;
� €39.0 million (including €15.2 million in additional capital) by BA through the transfer of its 100% stake in
WAVE, to which BA had previously contributed 100% of the capital of Bank Austria Aktiengesellschaft & Co
EDV Leasing OHG (the company owning the IT hardware assets in Austria used under leasing by UGIS itself),
to which BA itself had in turn paid in a cash contribution of approximately €16.1 million.
Following the above transaction, which went into effect as of May 1, 2009, HVB and BA became shareholders of UGIS
with a stake of 24.72% and 10.02% respectively, and the remaining 65.26% stake is held by the Parent company.
On the same date, HVB IS and WAVE were closed, and the respective assets were placed in the UGIS branches in
Munich and Vienna. Consequently, UGIS also acquired direct control of Bank Austria Aktiengesellschaft & Co EDV
Leasing OHG, previously held by WAVE.
In addition, in order to fully implement the rationalization of the former Capitalia’s ICT operations, prior to carrying out the
integration of the ICT operations engaged in by HVB and BA, the merger by absorption into UGIS of its wholly-owned
subsidiary Kyneste S.p.A. was completed, also going into effect as of May 1, 2009.
Reorganization of banking and specialized financial operations
Combination of the individual mortgage and consumer loan
businesses at the Group level
In order to ensure the best management and coordination of the “production” of medium- and long-term loans to
individuals for home financing and consumer loans, as of January 1, 2009, UniCredit Consumer Financing (“UCFin”)
incorporated, through a merger by absorption, both UniCredit Banca per la Casa (“UBCasa”), formerly specializing in the
“home mortgage” business, as well as UCFin, held directly by UniCredit, creating the Pan-European center of expertise
in household lending within the Group.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
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