Prospectus - Notowania

- 66 -
RISK FACTORS
Given that, in the Company’s opinion, it is doubtful whether the integration of
the legal action brought by the Special Representative is in line with the
resolution adopted by HVB’s shareholders’ resolution in June 2007, UniCredit
believes that the plaintiff’s claims are unfounded also in consideration of the fact
that, both the sale of BA and the transfer of the activities of the former UBM in
relation to the capital increase of HVB, took place on the basis of appraisals
(fairness opinion and valuation report) by well-known independent auditing
firms and investment banks and, therefore, it has not taken steps to make any
provisions.
On November 10, 2008 the extraordinary shareholders’ meeting of HVB was
held and resolved the revocation of the resolution dated June 27, 2007 and,
consequently, the removal of Mr. Heidel as Special Representative of HVB. This
means that – unless this resolution is declared void or ineffective - the Special
Representative is no longer legitimized to proceed with the action undertaken
vis-à-vis UniCredit, its representatives and the representatives of HVB. In detail,
the revocation prevents the Special Representative from continuing with his
legal action for damages which, furthermore, will not cease in itself, but only in
the event of a decision in this sense made by the supervisory board (vis-à-vis
Wolfgang Sprissler and Rolf Friedhofen) and the management board (vis-à-vis
UniCredit and its Chief Executive Officer) of HVB. HVB’s statutory bodies,
with the aid of outside consultants, have launched an examination into the
complex matter so as to adopt the related decisions.
The removal of the Special Representative was challenged by said individual
and by a minority shareholder. On August 27, 2009 the Munich Regional Court
declared the resolution to remove the Special Representative as void. The
decision is not yet final and binding however, since an appeal is pending before
the Munich Regional High Court.
On June 2, 2009 the Munich Regional Court decided to suspend handling the
case furthered by the Special Representative until a final decision in this
connection with regard to the validity of the appointment and the subsequent
removal of the Special Representative has been delivered.
(c) Cirio
The Special Representative filed a request for the re-examination of the
injunction suspending the legal action; the same first instance judge will be
responsible for passing sentence and if, as foreseeable, the latter does not change
his opinion, the Regional High Court will have to pass sentence with regard to
the correctness of the suspension measure.
In April 2004, the body for the extraordinary administration of Cirio Finanziaria
S.p.A. served Sergio Cragnotti and various banks, including Capitalia (absorbed
within UniCredit) and Banca di Roma S.p.A., with a petition in order to obtain
the legal judgement of invalidity of an agreement deemed unlawful with Cirio
S.p.A. which concerned the disposal of the milk and dairy segment Eurolat to