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Prospectus - Notowania

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Section 3 – Consolidation Scope and Procedures<br />

Consolidation criteria and principles used to prepare the Consolidated Interim Report as at September 30, 2009 are as<br />

follows:<br />

Accounts Used for Consolidation<br />

The following were used for the consolidation of accounting data as at September 30, 2009:<br />

� Parent company accounts as at September 30, 2009;<br />

� The accounts of the other fully consolidated Group entities as at September 30, except for those noted here, duly<br />

condensed (reclassified) and adjusted to take into account the requirements of consolidation and, where necessary, to<br />

bring them into line with IFRS;<br />

� In respect of the Leasing sub-group headed by UniCredit Leasing S.p.A. (a company resulting from the absorption of<br />

UniCredit Global Leasing S.p.A. by Locat S.p.A. on January 1, 2009):<br />

- the sub-consolidated accounts of UniCredit Leasing GmbH (including its subsidiaries) as at September 30;<br />

- the half-year accounts of all the direct and indirect subsidiaries UniCredit Leasing S.p.A. operating in the CEE<br />

region;<br />

SIC 12 requires us to consolidate special purpose entities provided that the majority of the risks and rewards arising out of the<br />

business of these special purpose entities is attributable to the bank or the bank controls these special purpose entities. An<br />

interest in the equity capital of the special purpose entities is immaterial in this regard.<br />

Under initial consolidation compliant with SIC 12, the assets and liabilities of the special purpose entity are included at the<br />

balance sheet date measured at their fair value. The uniform principles of accounting and valuation used across the corporate<br />

group are then applicable. The expenses and income of the special purpose entity in question have been included in the<br />

consolidated income statement from the date of initial consolidation. Thus the consolidation of special purpose entities in<br />

accordance with SIC 12 has the same effect as full consolidation. Equity interests held by third parties in a special purpose<br />

entity consolidated by the Bank in accordance with SIC 12 are recognised under minority interest.<br />

Amounts denominated in currencies other than the euro are converted at closing exchange rates in respect of the balance<br />

sheet. The average exchange rate for the half year is used for the income statement; this is considered a valid approximation<br />

of the rate of exchange at the date of the transaction.<br />

SUBSIDIARIES<br />

Subsidiaries are companies in which:<br />

� The Parent owns, directly or indirectly through subsidiaries, more than half of the voting power unless, in exceptional<br />

circumstances, it can be clearly demonstrated that such ownership does not constitute control.<br />

� The Parent owns half or less of the voting power and has:<br />

o power over more than half of the voting rights by virtue of an agreement with other investors;<br />

o power to govern the financial and operating policies of the entity under a statute or an agreement;<br />

o power to appoint or remove the majority of the members of the board of directors or equivalent governing body and<br />

control of the entity is by that board or body;<br />

o power to cast the majority of votes at meetings of the board of directors or equivalent governing body and control of<br />

the entity is by that board or body.<br />

These definitions include special purpose entities as required by SIC 12.<br />

The existence and effect of potential voting rights that are currently exercisable or convertible, are considered when<br />

assessing whether an entity has the power to govern the financial and operating policies of another entity.<br />

CONSOLIDATED INTERIM REPORT<br />

AS AT SEPTEMBER 30, 2009<br />

104

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