Prospectus - Notowania

Divania S.r.l
In the first half of 2007, Divania S.r.l. brought a legal action against UniCredit Banca d’Impresa S.p.A. (now UniCredit
Corporate Banking) challenging transactions made in rate and currency derivatives between January 2000 and May 2005 first
by Credito Italiano S.p.A. and then by UniCredit Banca d’Impresa S.p.A. (now UniCredit Corporate Banking) (overall 206
contracts were subscribed). The complaint, requesting that the non-existence of such contracts be found or, subsidiarily, their
annulment or cancellation or termination and that UniCredit Banca d’Impresa S.p.A. (now UniCredit Corporate Banking) be
ordered to pay the overall sum of approximately €276.6 million plus legal expenses and subsequent interest, was filed on
March 26, 2007 at the Court of Bari in accordance with the new corporate procedure. In autumn 2008, a court-appointed
expert witness report was ordered. Recently, the expert witnesses requested a 120-day extension to file the experts’ report,
which should accordingly be filed in early March 2010. The matter is pending on the Date of the Information Prospectus.
UniCredit Corporate Banking believes that the amount claimed is disproportionate to the real risk of the case, since it was
determined by the algebraic sum of all the debits made (in excess of the real amount, moreover), without instead computing
the credits which drastically decrease the plaintiff’s claims. Furthermore, a settlement agreement was reached regarding the
transactions in dispute (signed on June 8, 2005) whereby Divania S.r.l. stated that it had nothing more to claim on any basis
in relation to the transactions now being challenged. The complaint challenges the validity of the settlement: in fact, it argues
that it is void based on the alleged unlawfulness of the transactions that were the subject thereof. In the opinion of UniCredit
Corporate Banking, the risk of the case can be quantified at most at €4 million, equal to the sum debited from the company’s
account at the time of settlement. As a safeguard for this risk, provisions have been made in an amount deemed consistent
with what the risk of the case is at this time.
On September 21, 2009, Divania S.r.l. served an additional complaint on UniCredit Corporate Banking, before the Court of
Bari, requesting compensation for damage allegedly suffered and quantified overall at €68.9 million, resulting from the bank’s
conduct in relation to the derivatives transactions carried out and, in general, its conduct in managing the relationship with the
customer. The case is closely related to the one already pending, and the defense has accordingly been entrusted to the
same defense counsel.
Believing the claim to be groundless since the plaintiff’s crisis is not attributable to the relationships maintained with the bank,
but ascribable to business and market dynamics, no provisions have been made.
Acquisition of Cerruti Holding Company by Fin.Part S.p.A.
At the beginning of August 2008, bankruptcy trustee of Fin.Part S.p.A. (Fin.Part) brought a civil action against UniCredit
S.p.A., UniCredit Banca S.p.A., UniCredit Corporate Banking S.p.A. and another bank not belonging to the UniCredit Group
claiming the defendants' contractual and tort liability.
Fin.Part makes claim against each of the defendant banks - jointly and severally or, as a subordinate alternative, against each
to the extent applicable - for compensation of damages allegedly suffered by Fin.Part and by its creditors as a result of the
acquisition of Cerruti Holding Company S.p.A. (Cerruti).
The action is meant to challenge the legality of the conduct displayed during the course of the years 2000 and 2001 by the
defendant banks – in concert among them – directed toward the acquisition of the fashion sector of the “Cerruti 1881” group
by means of a complex economic and financial transaction focused particularly on the issuance of a bond for Euro200 million
issued by a Luxembourg vehicle (C Finance s.a.).
It is maintained that Fin.Part was not able to absorb the acquisition of Cerruti with its own funds and that the financial
obligations connected with the payment of the bond brought about the bankruptcy of the company.
The bankruptcy trustee therefore requests compensation of damages in an amount equal to Euro211 million, which
represents difference between the liabilities (Euro341 million) and the assets (Euro130 million) of the bankruptcy estate, or
else such other amount as the court may establish. It is also requested that the defendants make restitution of all the sums
obtained as commissions, fees and interest in relation to the allegedly fraudulent activities.
On December 23, 2008 papers were filed that included the bankruptcy of C Finance s.a. in the case.
The trustee in bankruptcy asserts that the state of insolvency of C Finance, which was already in existence at the time of its
establishment due to the issuance of the bond and the transfer of proceeds to Fin.Part in exchange for assets with no value,
should be attributed to the banks involved in causing the financial difficulties since their executives contributed to devising and
executing the transaction.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
210