Prospectus - Notowania

Part H – Related-party transactions
It is established company practice, in the performance of its activity, to respect at all times the criteria of transparency,
substantial and procedural correctness in transactions with related-parties, as identified by CONSOB, with reference to the
international accounting principle known as “IAS 24”, in line with laws and regulations prevailing from time to time.
UniCredit, as a listed issuer, had already adopted a process for monitoring and informing about significant, atypical and/or
unusual transactions as well as transactions with related-parties carried out by UniCredit and by the companies belonging to
UniCredit Group: in particular, this process is intended to formalize the flow of information to the Board of Statutory Auditors,
with information about the characteristics, the parties involved and the associated effects on the company’s balance sheet,
income statement and financial position, for all transactions with related-parties, as well as to ensure that appropriate
information be provided regularly in the management report that accompanies the annual financial statements and in the half
year reports.
UniCredit is also required to be compliant with the CONSOB regulations in force in relation to transactions with related parties
(even when carried out through subsidiaries) whenever the object, payments, methods or timing might affect the security of
company assets or the completeness and accuracy of the information, including accounting information, about the Company.
In this case, the Company is required to make a related party disclosure document available to the public, drawn up
according to the outline indicated in the aforementioned regulations.
While complying with the principle set out in art. 2391 of the Italian Civil Code on the subject of directors’ interests, the
companies belonging to the UniCredit Banking Group must also comply with art. 136 of Legislative Decree 385/93
(Consolidated Banking Act) on the subject of the obligations of corporate banking officers, which provides that they (or any
party related to them) may assume obligations to the company they manage, direct or control, only after unanimous approval
of the governing body and the favorable vote of all members of the Board of Statutory Auditors as well as, when necessary,
Parent Company’s approval.
It is also the practice of the Group companies to use the services of independent experts to issue fairness or legal opinions
when the nature of the transaction, including those with related-parties, so requires.
UniCredit’s related-parties, with whom UniCredit Group companies have entered into the aforesaid transactions, had been
identified according to the criteria defined by UniCredit’s Board of Directors during 2003, consistent with the guidelines
provided by CONSOB in its communication No. 2064231 dated September 30, 2002 and subsequently the model established
by IAS 24. They include:
� direct and indirect subsidiaries of UniCredit;
� associates of UniCredit ;
� “key management personnel” of UniCredit, meaning those persons having direct or indirect power and responsibility for
planning, management and control of the Company’s business (this group includes the CEO and the other UniCredit’s
Directors, the members of UniCredit’s Management Committee and the Head of Internal Audit, in office in the first half-
year of 2009);
� close family members of key management personnel (those family members who may be expected to influence, or be
influenced by, that individual);
� companies controlled by, or associated with, key management personnel or their close family members;
� Group employee pension funds.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
230