Prospectus - Notowania

Prospectus - Notowania Prospectus - Notowania

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- 62 - RISK FACTORS As at September 30, 2009, the credit portfolio of the UniCredit Group towards the naval sector was equal to €15 billion, of which €11 billion concentrated in HVB (of which €10 billion in the scope of the business unit called “Global Shipping Unit” and €1 billion mainly relevant to expected exposures, acquisitions/project financing and corporate loans to the naval sector, and for which approximately 25% of the €11 billion relates to container ship loans). 8 Moreover, UniCredit indirectly owns, through HVB, an equity holding equal to approximately 8% of the share capital of Deutsche Schiffsbank, a German bank specialised in loans for this sector, controlled by a leading German bank with an equity holding equal to 92%. As at 30 September 2009, the value of the HVB equity holding in Deutsche Schiffsbank was equal to €78.3 million subsequent to an adjustment of €70.9 million registered in the second quarter of 2009. The first signs of deterioration in the credit portfolio towards the naval sector were registered at the end of 2007 subsequent to which, in June 2008, the UniCredit Group suspended the disbursement of new loans in this sector. Even though the UniCredit Group deems that such credit portfolio as at the same date is relatively stable, various segments of this sector (in particular, loans relevant to container ships) are in a condition of difficulty as at the Date of the Prospectus that, in the future, could further deteriorate. During the first nine months of 2009, HVB registered a write down equal to €136 million to the credit portfolio towards the naval sector. A further deterioration to the present macroeconomic scenario and the market conditions could have a negative impact on the capacity of the debtors in this sector in order to face refund obligations and, moreover, this could expose the UniCredit Group to a risk of recording further write downs to the credit portfolio. 4.1.12 Risk Management The UniCredit Group banks are subject to typical loan brokerage risks. Within this sphere, the consequent credit risk is overseen by means of specific policies and procedures aimed at identifying, monitoring and handling this type of risk, covered by specific provision-making polices. In detail, the Risk Management Division – which operates at parent company level and which is also responsible for the “Basel II Project” – aims to handle the credit, market and operating risk and the other risks identified as significant for the entire UniCredit Group. On an operational level, the Risk Management Division provides reporting and handles the monitoring of the credit risk portfolio with recurrent and specific reports. These have the aim of analyzing the main components of the credit risk, so as to promptly identify the performance of the various portfolios subject to this risk and adopt any countermeasures. The monitoring is carried out on all the customers and in particular on transactions which presented a high credit risk. 8 The data indicated are deduced from the management system and constructed according to internal management logic which, therefore, do not match with the tables in the explanatory notes attached to the consolidated condensed financial statements as at September 30, 2009.

- 63 - RISK FACTORS Some of the methods used to monitor and handle these risks involved the observance of the historic market trend and the use of statistical models. The historic observations and the statistical models could reveal themselves to be insufficient and involve inadequate decisions and unexpected losses. Despite the presence of the afore-mentioned internal procedures aimed at identifying and handling the risk, the occurrence of specific events, which at present cannot be foreseen, inherent to the performance of the markets on which the UniCredit Group operates – also taking into account the elevated uncertainty and volatility which characterize these markets at the time the Prospectus is drawn up – could have a negative impact in the future on the activities of the UniCredit Group and on its balance sheet, income statement and/or financial situation. For further details, see the First Section, Chapter 6, Paragraph 6.10. 4.1.13 Risks associated with limiting the right to vote present in the Issuer’s Article of Association provisions Pursuant to Section 5 of UniCredit’s Articles of Association, no-one with the right to vote can exercise it, for any reason whatsoever, for a quantity of the Issuer’s shares higher than 5% of the share capital with voting rights. For the purpose of calculating this threshold, account must be taken of the share-based equity investment of the parent company, all the subsidiaries – direct or indirect – and associated companies, as well as the shares held via trust companies and/or third parties and/or those for whom the right to vote is assigned for any reason to a party other than the owner; vice versa, account must not be taken of the share-based equity investments included in the portfolio of mutual investment funds managed by subsidiary or associated companies. For further details, see the First Section, Chapter 21, Paragraph 21.2.3. 4.1.14 Risks associated with legal proceedings underway, with possible class actions and measures taken by the supervisory authorities As of the Date of the Prospectus, legal proceedings are pending vis-à-vis the Issuer and other companies belonging to the UniCredit Group. In numerous cases, there is considerable uncertainty concerning the possible outcome of the proceedings and the entity of any loss. These cases include criminal proceedings, administrative proceedings by the supervisory authorities and legal action where the plaintiff has not specifically quantified its requests for compensation (such as, for example, the case of the putative class action in the USA). In such cases, when the impossibility of envisaging the outcome and estimating any losses in a reliable manner exists, no provisions are made. On the other hand, when it is possible to reliably estimate the entity of any loss and this loss of considered probable, provisions are made in the financial statements to an extent considered to be in keeping with the circumstances and on a consistent basis with the International Accounting Standards (IAS).

- 63 -<br />

RISK FACTORS<br />

Some of the methods used to monitor and handle these risks involved the observance<br />

of the historic market trend and the use of statistical models. The historic observations<br />

and the statistical models could reveal themselves to be insufficient and involve<br />

inadequate decisions and unexpected losses.<br />

Despite the presence of the afore-mentioned internal procedures aimed at identifying<br />

and handling the risk, the occurrence of specific events, which at present cannot be<br />

foreseen, inherent to the performance of the markets on which the UniCredit Group<br />

operates – also taking into account the elevated uncertainty and volatility which<br />

characterize these markets at the time the <strong>Prospectus</strong> is drawn up – could have a<br />

negative impact in the future on the activities of the UniCredit Group and on its<br />

balance sheet, income statement and/or financial situation.<br />

For further details, see the First Section, Chapter 6, Paragraph 6.10.<br />

4.1.13 Risks associated with limiting the right to vote present in the Issuer’s Article of<br />

Association provisions<br />

Pursuant to Section 5 of UniCredit’s Articles of Association, no-one with the right to<br />

vote can exercise it, for any reason whatsoever, for a quantity of the Issuer’s shares<br />

higher than 5% of the share capital with voting rights. For the purpose of calculating<br />

this threshold, account must be taken of the share-based equity investment of the<br />

parent company, all the subsidiaries – direct or indirect – and associated companies, as<br />

well as the shares held via trust companies and/or third parties and/or those for whom<br />

the right to vote is assigned for any reason to a party other than the owner; vice versa,<br />

account must not be taken of the share-based equity investments included in the<br />

portfolio of mutual investment funds managed by subsidiary or associated companies.<br />

For further details, see the First Section, Chapter 21, Paragraph 21.2.3.<br />

4.1.14 Risks associated with legal proceedings underway, with possible class actions and<br />

measures taken by the supervisory authorities<br />

As of the Date of the <strong>Prospectus</strong>, legal proceedings are pending vis-à-vis the Issuer<br />

and other companies belonging to the UniCredit Group.<br />

In numerous cases, there is considerable uncertainty concerning the possible outcome<br />

of the proceedings and the entity of any loss. These cases include criminal<br />

proceedings, administrative proceedings by the supervisory authorities and legal<br />

action where the plaintiff has not specifically quantified its requests for compensation<br />

(such as, for example, the case of the putative class action in the USA). In such cases,<br />

when the impossibility of envisaging the outcome and estimating any losses in a<br />

reliable manner exists, no provisions are made. On the other hand, when it is possible<br />

to reliably estimate the entity of any loss and this loss of considered probable,<br />

provisions are made in the financial statements to an extent considered to be in<br />

keeping with the circumstances and on a consistent basis with the International<br />

Accounting Standards (IAS).

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