Prospectus - Notowania

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CONSOLIDATED BALANCE SHEET Assets 10. Cash and cash balances 6.441.883 7.652.446 CONSOLIDATED INTERIM REPORT AS AT SEPTEMBER 30, 2009 ( € ' 000 ) 09.30.2009 12.31.2008 20. Financial assets held for trading 145.518.885 204.889.888 30. Financial assets at fair value through profit or loss 14.522.801 15.635.822 40. Available-for-sale financial assets 35.036.844 28.700.290 50. Held-to-maturity investments 14.056.670 16.882.450 60. Loans and receivables with banks 97.288.190 80.826.952 70. Loans and receivables with customers 565.456.778 612.480.413 80. Hedging derivatives 12.223.027 7.050.815 90. Changes in fair value of portfolio hedged items (+/-) 2.219.246 1.659.560 100. Investments in associates and joint ventures 3.780.650 4.003.082 110. Insurance reserves attributable to reinsurers 139 234 120. Property, plant and equipment 11.805.357 11.935.451 130. Intangible assets 25.639.935 26.481.917 - of which goodwill 20.381.031 20.888.714 140. Tax assets 12.323.211 12.391.879 a) current tax assets 2.107.856 1.927.915 b) deferred tax assets 10.215.355 10.463.964 150. Non-current assets and disposal groups classified as held for sale 590.208 1.030.338 160. Other assets 10.805.634 13.990.012 Total assets 957.709.458 1.045.611.549 AMOUNTS AS AT Note: Figures as at December 2008 are different from those published due to the reclassification of exchange rate differences on net foreign investments (subsidiaries, associate companies of joint ventures) in “exchange rate differences” of Item 140. “Revaluation reserves”. The same differences were formerly included in other reserves from profits of the item 170. “Reserves”. 90
Liabilities and shareholders' equity 10. Deposits from banks 124,112,226 177,676,704 91 RELASEMESTRALE CONSOLIDATA >> Condensed Consolidated Financial Statements Consolidated Accounts ( € ' 000 ) 09.30.2009 12.31.2008 20. Deposits from customers 381,745,621 388,830,766 30. Debt securities in issue 208,357,874 202,458,800 40. Financial liabilities held for trading 128,668,590 165,335,178 50. Financial liabilities at fair value through profit or loss 1,646,737 1,659,144 60. Hedging derivatives 10,275,158 7,751,270 70. Changes in fair value of portfolio hedged items (+/-) 2,993,141 1,572,065 80. Tax liabilities 6,587,319 8,229,156 a) current tax liabilities 1,853,405 2,827,262 b) deferred tax liabilities 4,733,914 5,401,894 90. Liabilities included in disposal groups classified as held for sale 297,710 536,729 100. Other liabilities 20,957,262 23,701,333 110. Provision for employee severance pay 1,338,883 1,415,023 120. Provisions for risks and charges 8,174,892 8,048,556 a) post retirement benefit obligations 4,578,423 4,553,022 b) other provisions 3,596,469 3,495,534 130. Insurance reserves 146,508 156,433 140. Revaluation reserves (1,330,707) (1,740,435) 170. Reserves 14,335,480 11,978,805 180. Share premium 36,581,540 34,070,282 190. Issued capital 8,389,870 6,684,287 200. Treasury shares (-) (7,187) (5,993) 210. Minorities (+/-) 3,107,656 3,241,658 220. Net Profit or Loss (+/-) 1,330,885 4,011,788 AMOUNTS AS AT Total liabilities and shareholders' equity 957,709,458 1,045,611,549
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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
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SECOND SECTION - 401 -
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2. RISK FACTORS For a description o
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3.4 Reasons for the Offer and Use o
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With reference to the voting right,
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Some general information about the
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esolution following the one pertain
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shareholders, and the companies and
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Non Qualifying Holdings contribute
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Capital gains realised by resident
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4.11.2 Germany The following sectio
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and is an employee of the Company.
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Shares acquired before December 31,
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deducted to the extent to which the
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4.11.3 Poland The following summary
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In order to eliminate the double ta
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are subject to taxation on the disp
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donation or the acceptance of inher
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ending dates, by submitting a reque
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The Shares subscribed before the en
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and Australia, and in the other Exc
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€135,000,000, then extended to
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6. ADMISSION TO TRADING AND TRADING
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8. EXPENSES LINKED TO THE OFFER 8.1
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10. ADDITIONAL INFORMATION 10.1 Con
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Consolidated Interim Report as at S
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3 Consolidated Interim Report as at
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Contents 7 Consolidated Interim Rep
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Changes made to enable proper compa
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11 >> Consolidated Interim Report T
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Notes 13 Interim Report on Operatio
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Highlights 15 >> Interim Report on
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17 >> Interim Report on Operations
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19 >> Interim Report on Operations
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Results by Business Segment 21 >> I
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UniCredit Share SHARE INFORMATION S
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25 >> Interim Reports on Operations
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27 >> Interim Reports on Operations
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Operating Profit Breakdown 29 >> In
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Non-Interest Income 31 >> Interim R
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Net Profit attributable to the Grou
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Profit before Taxes 35 >> Interim R
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Capital Ratios 37 >> Interim Report
Page 487 and 488: 39 >> Interim Report on Operations
Page 489 and 490: Risks connected with raising funds
Page 491 and 492: Retail Introduction 43 >> Group Res
Page 493 and 494: 45 >> Group Results Retail Retail p
Page 495 and 496: 47 >> Group Results Retail The SRT
Page 497 and 498: Retail Network Austria 49 >> Group
Page 499 and 500: Asset Gathering 51 >> Group Results
Page 501 and 502: 53 >> Group Results Corporate & Inv
Page 503 and 504: Strategies and Product Lines Financ
Page 505 and 506: 57 >> Group Results Corporate & Inv
Page 507 and 508: 59 >> Group Results Private Banking
Page 509 and 510: 61 >> Group Results Private Banking
Page 511 and 512: It is not currently possible to est
Page 513 and 514: 65 >> Group Results Asset Managemen
Page 515 and 516: 67 >> Group Results Central Eastern
Page 521 and 522: 73 >> Group Results Poland’s Mark
Page 523 and 524: Further Information 75 >> Group Res
Page 525 and 526: 77 >> Group Results The combination
Page 527 and 528: New Group external growth initiativ
Page 529 and 530: Transactions to dispose of equity i
Page 531 and 532: Steps to Strengthen Capital 83 >> G
Page 533: Outlook 85 >> Group Results Despite
Page 537: 89 RELASEMESTRALE CONSOLIDATA >> Co
Page 541 and 542: 93 RELASEMESTRALE CONSOLIDATA >> Co
Page 543 and 544: 95 RELASEMESTRALE CONSOLIDATA >> Co
Page 545: CONSOLIDATED CASH FLOW STATEMENT (i
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Page 550 and 551: Part A) Accounting Policies A1) Gen
Page 552 and 553: Section 3 - Consolidation Scope and
Page 554 and 555: Investments in subsidiaries, compan
Page 556 and 557: NAME MAIN OFFICE CONSOLIDATED INTER
Page 560 and 561: NAME MAIN OFFICE DELPHA IMMOBILIEN-
Page 562 and 563: NAME MAIN OFFICE GRUNDSTUCKSAKTIENG
Page 582 and 583: Section 4 - Subsequent Events No ev
Page 584 and 585: 136
Page 586 and 587: Part B) Consolidated Balance Sheet
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Section 5 - Held-to-maturity invest
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Section 12 - Property, plant and eq
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The CGU is the lowest level at whic
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Section 15 - Non-current assets and
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Section 3 - Debt securities in issu
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Section 15 - Shareholders’ Equity
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152
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Part C) - Consolidated Income State
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Section 3 - Dividend income and sim
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Section 8 - Impairment losses - Ite
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Section 12 - Provisions for risks a
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162
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Part D - Segment Reporting (amounts
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A - Primary Segment Segment Reporti
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168
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Part E - Risks ad related risk mana
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Quantitative Information A. Credit
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A.1.3 Balance sheet exposure to ban
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Information on Structured Credit Pr
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Retention by the Group of the first
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Securitized assets broken down by a
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The following table shows exposure
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The residual life of sponsored cond
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Structured credit product exposures
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The Group’s portfolio includes th
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A financial instrument is regarded
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The following table gives the amoun
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Here follows the breakdown of balan
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The following graphs analyze the ba
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Currently, clockwise and counter-cl
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Sensitivity to the volatility of in
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Section 3 - Liquidity risk Managing
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Organizational structure Senior Man
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B. Legal Risks There are a number o
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Cirio In April 2004 the Extraordina
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Divania S.r.l In the first half of
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Mario Malavolta On July 2009 Mr. Ma
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Hypo Real Estate AG and Hypo Real E
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Squeeze-out of minority shareholder
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In addition, several proceedings ha
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220
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Part F - Information on Shareholder
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Section 2 - Shareholders’ equity
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B. Quantitative information Regulat
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228
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Part H - Related-party transactions
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232
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Part I) Share-Based Payments A. Qua
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236
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Annex 1 - Reconciliation of Condens
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CONSOLIDATED INCOME STATEMENT (€
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Annex 2 - Definition of Terms and A
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- Pillar 1: while the objective of
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Cost of risk The ratio between loan
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Hedge Fund Speculative mutual inves
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Liquidity risk The risk of the comp
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Purchase Companies Vehicle used by
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UCITS - Undertaking for Collective
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256
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258
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