Prospectus - Notowania

Cirio
In April 2004 the Extraordinary Administrator of Cirio Finanziaria S.p.A. served notice on Mr. Sergio Cragnotti and various
banks including Capitalia S.p.A. (recently absorbed by UniCredit) and Banca di Roma S.p.A., of a petition to obtain a
judgment declaring the invalidity of an allegedly illegal agreement with Cirio S.p.A., whose purpose was the sale of the dairy
company Eurolat to Dalmata S.r.l. (Parmalat Group). The Extraordinary Administrator subsequently requested that Capitalia
S.p.A. and Banca di Roma S.p.A. be found jointly liable to pay back a sum of approximately Euro168 million, and that all the
defendants be found liable to pay damages of Euro474 million.
The Extraordinary Administrator also requested, in the alternative, the rescission pursuant to Article 2901 Italian Civil Code of
the deeds of settlement made by Cirio S.p.A. and/or repayment by the banks of the sums paid over by Cirio under the
agreement in question, on the grounds of unjust enrichment.
In May 2007 the case was retained for the judge’s ruling. No preliminary investigation was conducted. In February 2008 an
unexpected ruling of the Court ordered Capitalia S.p.A. (currently UniCredit S.p.A.) jointly and severally with Mr. Sergio
Cragnotti to pay the sum of Euro223.3 million plus currency appreciation and interest accrued from 1999. UniCredit S.p.A.
has appealed, requesting suspension of the execution of the judgment in the lower court.
By its order dated March 17, 2009 the Court of Appeal of Rome recognized that prima facie the grounds for appeal presented
by UniCredit S.p.A. were not without serious foundation and suspended the sentence issued against UniCredit and Mr. Sergio
Cragnotti to pay Euro223.3 million together with monetary revaluation and interest since 1999 as ordered by the Court of
Rome in February 2008 in favor of the Administrators of Cirio. The next hearing is set for November 10, 2009.
In April 2007 certain Cirio group companies in administration filed a petition against, inter alia, Capitalia S.p.A. (now UniCredit
S.p.A.), Banca di Roma S.p.A., UniCredit Banca Mobiliare S.p.A. (now UniCredit S.p.A.) and other banks for damages arising
from their role as arrangers of bond issues by Cirio Group companies, which according to the plaintiffs were already insolvent
at that time. Damages claimed jointly from all defendants have been quantified as follows:
� for the increase of the losses entailed by the claimants’ bankruptcy: in a range of Euro421.6 million to Euro2.082
billion (depending on the criteria applied);
� fees paid by some of the claimants to the lead managers for the placement of bonds: a total of Euro9.8 million; and
� the loss suffered by Cirio Finanziaria S.p.A. (formerly Cirio S.p.A.) due to the impossibility of recovering, by post-
bankruptcy clawback, at least the amounts used by Cirio Finanziaria S.p.A. between 1999 and 2000 to cover the
debts of some companies of the group: an amount to be determined during the proceedings,
in each case with the addition of interest and currency appreciation from the date owed to the date of payment.
In a decision on November 3, 2009, the Court rejected the plaintiff’s claim, ordering the Cirio group companies under special
administration jointly and severally to reimburse the defendant banks for legal expenses.
UniCredit, having noted the opinion of its defense counsel, always believed the action to be groundless, and was confident
the judgment would be favorable. Accordingly, no provisions were made.
International Industrial Participations Holding IIP N.V.
On October 30, 2007, International Industrial Participations Holding IIP N.V. (former Cragnotti & Partners Capital Investment
N.V.) and Sergio Cragnotti brought a civil action against UniCredit S.p.A. (as successor to Capitalia) and Banca di Roma
S.p.A. for compensation of at least Euro135 million allegedly resulting (as actual damage and loss of profits):
� primarily, from the breach of financial assistance undertakings previously executed in favour of Cragnotti & Partners
Capital Investment N.V., Sergio Cragnotti, Cirio Finanziaria and the Cirio group, causing the insolvency of the group;
and
� secondarily, from an illegitimate refusal to provide to Cirio Finanziaria S.p.A. and to the Cirio group the financial
assistance deemed necessary to repay a bond expiring on 6 November 2002, acting with a lack of good faith and
unfairly.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
208