Prospectus - Notowania

Steps to Strengthen Capital
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At the beginning of 2009, capital strengthening measures were taken that were approved by the Board of Directors in
October 2008.
First, the capital increase approved by the Shareholders’ Meeting on November 14, 2008 was implemented. From
January 5 to 23 the new shares were offered to holders of UniCredit ordinary and savings shares in a ratio of 4 ordinary
shares for every 55 shares held at a unit issuance price of €3.083 per share, with a share premium of €2.583.
At the end of this period, unexercised options were offered by UniCredit on the MTA of Borsa Italiana, but none were
purchased. Pursuant to the security agreement entered into by Mediobanca with the obligation to underwrite a quantity of
newly issued shares corresponding to the unexercised options, on February 23, 2009 Mediobanca underwrote
967,578,184 shares.
Thus, the capital increase of €2,997,370,834.21 was fully subscribed including €486,112,688.00 in share capital and
€2,511,258,146.21 in share premium.
Nearly all the shares underwritten by Mediobanca were used to support the issuance of financial instruments (the so-
called CASHES).
Subsequently on March 17, the Board of Directors passed a resolution to be submitted to the Shareholders' Meeting for a
free increase in share capital pursuant to Article 2442 of the Civil Code by drawing on a special reserve established at the
time of the approval of the allocation of profits for 2008.
On April 29 an extraordinary session of the Shareholders' Meeting approved a free capital increase with a nominal value
of €1,218,815,136.50 with the issuance of 2,435,097,842 ordinary shares and 2,532,431 savings shares with a unit
nominal value of €0.50 each. The resolution was recorded in the Company Register on May 11, and the shares were
made available to entitled shareholders on May 21.
On June 23, pursuant to the powers granted by the Shareholders' Meeting held on May 12, 2006, the Board of Directors
approved a capital increase with a nominal amount of €654,227.50 through the issuance of 1,308,455 ordinary shares to
be allocated to the Group's management holding particularly significant positions connected with the achievement of the
Group's overall goals. The resolution for the capital increase was recorded in the Company Register on June 30, 2009.
In order to improve the bank's ability to support the real economy with new permanent resources, on September 29, 2009,
the Board of Directors unanimously approved a proposal for a dividend-paying capital increase in an amount of up to €4
billion including any share premium, which is intended to strengthen the Group's capital base.
The Extraordinary Shareholders' Meeting, which is scheduled to be held on November 16, 2009, will be asked to approve
the capital increase through the issuance of ordinary shares with regular dividend entitlement, to be offered as options to
holders of the company's ordinary and savings shares pursuant to Article 2441 of the Civil Code. The meeting will also be
asked to grant the necessary powers to the Board of Directors to establish the procedures and timing of the capital
increase, and in particular, to determine near the beginning of the public offering, the subscription price of the shares
(including share premium), and then the number of shares to be issued and the related option allocation ratio.