Prospectus - Notowania

213
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
Association of small shareholders of NAMA d.d. in bankruptcy; Slobodni sindiKat (free
syndicate)
Zagrebačka was sued before the Municipal Court of Zagabria by two plaintiffs: (i) the association of small shareholders of
NAMA d.d. in bankruptcy; (ii) Slobodni Sindikat (Free Syndicate).
The plaintiffs maintain that Zagrebačka violated the rights of NAMA d.d., as minority shareholder of Zagrebačka until 1994.
The plaintiffs argue, inter alia, that Zagrebačka failed to distribute profits to NAMA d.d. in the form of shares of Zagrebačka.
Therefore, the plaintiffs ask the Court to order Zagrebačka to allot the ownership of 44,858 shares of Zagrebačka to NAMA
d.d. or, alternatively, to pay the monetary equivalent, which the plaintiffs estimate at Kune 897,160,000.00 (approximately
€123.7 million), assuming that each share has a value of Kune 20,000.
Zagrebačka maintains that the plaintiffs do not have standing to sue, since they were never shareholders of Zagrebačka, nor
owners of the rights allegedly violated .
On the merits Zagrebačka maintains that the alleged violations of the rights attendant upon former minority shareholder
NAMA d.d. never occurred. Zagrebačka therefore believes that the plaintiffs’ claims are unfounded and that they have not
proven either the existence of the rights or the quantification of the damages in any manner in court.
Considering this, Zagrebačka considers the case frivolous and, therefore, has not made any provision on the Date of the
Information Prospectus.
GBS S.p.A.
At the beginning of February 2008, General Broker Service (GBS S.p.A.) started an arbitration proceeding against UniCredit
S.p.A. whose ultimate aim is to obtain: (i) a declaration that the withdrawal from the insurance brokerage agreement notified
by the Capitalia Group in July 2007 is illegitimate and ineffective; (ii) the re-establishment of a right of exclusivity originated by
a 1991 agreement; (iii) a declaration of the violation of the abovementioned right of exclusivity for the period 2003-2007; (iv)
compensation for the losses incurred in the amount of €121.7 million; and (v) a declaration that UniCredit shall not be allowed
to participate in any public auctions through its subsidiaries if not in association with GBS S.p.A.
The 1991 agreement, which contained an exclusivity obligation, had been executed between GBS S.p.A. and Banca
Popolare di Pescopagano e Brindisi. In 1992 this bank merged with Banca di Lucania and became Banca Mediterranea. In
2000 Banca Mediterranea was merged into Banca di Roma S.p.A. which later became Capitalia S.p.A. (now UniCredit
S.p.A.).
The brokerage relationship with GBS S.p.A., having its roots in the 1991 contract, was then ruled by (i) an insurance
brokerage service agreement signed in 2003 between GBS S.p.A., AON S.p.A. and Capitalia S.p.A., whose validity had been
extended until May 2007; and (ii) a similar, newer agreement signed in May 2007 between GBS S.p.A., AON S.p.A. and
Capitalia Solutions S.p.A., in its own name and as proxy of commercial banks and in the interest of the companies of the
former Capitalia Group, holding company included.
In July 2007 Capitalia Solutions S.p.A., on behalf of the entire Capitalia Group, exercised its right of withdrawal from the
above contract in accordance with the terms of the contract (in which it is expressly recognized that, in the event of a
withdrawal, the entities/banks of the former Capitalia Group should not be obliged to pay to the broker any amount for
whatever reason).
At the request of GBS, an expert witness report was ordered. Its results have been broadly criticized by UniCredit.
The arbitral award will be issued by November 19, 2009.
Considering the circumstances that have characterized the proceeding to date, although not able to entirely exclude the
possibility of an award unfavorable to the Bank, confidence remains high regarding the final outcome of the dispute taking into
account the substantive lack of grounds of the complaint.
At present no provisions have been made.