Prospectus - Notowania

B. Legal Risks
There are a number of lawsuits pending against UniCredit Spa and other UniCredit Group entities.
In many lawsuits the outcome of proceedings and the amount of the liability, if any, are highly uncertain. Such cases include
criminal proceedings and other regulatory investigations, as well as litigation where claimants seek unspecified damages
(such as class action lawsuits in the United States). In such cases, no provision is made until it is possible to determine
whether a liability has been incurred or to estimate the amount of that liability. Where instead it is possible to estimate in a
reliable manner the amount of any loss and such loss is likely to be incurred, UniCredit makes provisions in appropriate
amounts according to the circumstances and under IFRS.
An adverse outcome of these suits might, however, have a negative effect on the UniCredit Group’s economic and financial
condition.
The following are cases pending at September 30, 2009, in which the Group is a defendant and the claim is equal to or
exceeds €100 million. Tax, labour-law and debt recovery cases are not included.
Action initiated against UniCredit, its CEO and the CEO of HypoVereinsbank ("Hedge
Funds Claim") and action initiated by Verbraucherzentrale (“Vzfk Claim”)
In July 2007, eight hedge funds, being minority shareholders of HVB submitted a writ of summons to the Munich Court for
damages allegedly suffered by HVB as a consequence of certain transactions regarding the transfer of equity investments or
business lines from HVB, after its entry into the Group, to UniCredit or other Group companies (or vice versa). In addition,
they argue that the cost of the reorganisation of HVB should be borne by UniCredit.
The defendants in the lawsuit are UniCredit, its CEO (Mr. Alessandro Profumo) and the CEO of HVB (Mr. Wolfgang
Sprissler).
The plaintiffs are seeking: (i) damages to the amount of Euro17.35 billion payable to HVB; (ii) that the Munich Court order
UniCredit to pay HVB’s minority shareholders appropriate compensation in the form of a guaranteed regular dividend from 19
November 2005 onwards.
The defendants lodged their defences with the Munich Court on February 25, 2008. The first oral hearing is set to take place
on December 2009.
The defendants, while aware of the risk that any such suit inevitably entails, are of the opinion that the claims are groundless,
bearing in mind that all the transactions referred to by the plaintiffs were effected on payment of consideration which was held
to be fair inter alia on the basis of external independent opinions and valuations. For these reasons no provision has been
made.
Another minority shareholder of HVB (Verbraucherzentrale fur Kapitanleger e V., VzfK), the former owner of a small equity
investment in HVB, has brought an action against UniCredit, against its CEO Alessandro Profumo and against the CEO of
HVB, Wolfgang Sprissler, jointly and severally. To be specific, the plaintiffs have asked the Munich Court:
� to order UniCredit, Mr. Profumo and Mr. Sprissler to pay Euro173.5 million (1% of the amount claimed pursuant to the
referenced Hedge Fund Claims);
� to order UniCredit to pay HVB’s minority shareholders a regular dividend guaranteed in accordance with current
German law;
� from a procedural standpoint, to combine this action with the action brought by the hedge funds.
The main argument of “Vzfk” is that UniCredit, Mr. Profumo and Mr. Sprissler are allegedly responsible for the fact that the
business combination between UniCredit and HVB supposedly does not meet legal requirements, and in particular, that it
violates Article 291 of the German Stock Corporation Act. In fact, UniCredit is alleged to have carried out the business
combination as a majority shareholder in pursuit of its own interests (acquisition of HVB’s banking business in CEE countries
at lower than market price) to the detriment of the interest of HVB’s minority shareholders. Mr. Profumo and Mr. Sprissler, in
their capacity as CEOs of the respective banks, allegedly contributed to the preparation and implementation of the
aforementioned business combination plan.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
206