Prospectus - Notowania

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RISK FACTORS
Equity Market (MTA) – Blue Chip segment, the Frankfurt Stock Exchange, “General
Standard” segment, and the Warsaw Stock Exchange.
The Shares present typical risk elements of an investment in listed shares of the same
nature. The holders of the Shares are able to liquidate their investment by means of the
sale of the same on the related trading markets. However, these securities could
present problems of liquidity, irrespective of the Issuer or the quantity of the Shares,
since the sales requests may not be matched adequately and in terms of timescales.
Factors such as changes in the balance sheet, income statement and financial situation
of the Issuer or its competitors, changes in the general conditions of the sector where
the Issuer operates, in the general economy and on financial markets and changes in
the legislative and regulatory framework could lead to substantial fluctuations in the
price of UniCredit shares.
Furthermore, the equity markets have revealed considerable fluctuations in prices and
volumes over the last few years. These fluctuations could negatively affect the market
price of the UniCredit shares in the future, irrespective of the economic results
achieved.
For further information, reference should be made to the Second Section, Chapter 5.
4.3.2 Guarantee commitments and risks associated with the partial execution of the
Capital Increase
On September 29, 2009, the Guarantors entered into a pre-underwriting agreement
with UniCredit in accordance with which they undertook vis-à-vis UniCredit to
underwrite the Shares which may remain un-opted on conclusion of the Offer, up to
the maximum total amount of €4 billion. The pre-underwriting agreement ceased to be
applicable when the guarantee contract was drawn up, which was entered into between
UniCredit and the Guarantors prior to the Date of the Prospectus.
Among other things, the guarantee contract includes the commitment of the
Guarantors vis-à-vis UniCredit to underwrite, separately and without any joint and
several restriction, the Shares which may remain un-opted on conclusion of the Offer
and the subsequent stock market offer made in compliance with Article 2441.3 of the
Italian Civil Code up to the maximum total amount of €4 billion as well as the usual
clauses which assign the Guarantors the faculty to withdraw from the contract
including the so-called “material adverse change” and “force majeure” clauses in line
with best international practices.
If, on occurrence of one of the events envisaged in the contract, the Guarantors should
exercise their faculty to withdraw from the contract and, at the same time, the Capital
Increase has not been fully subscribed (and, therefore, the latter is carried out solely
for the part eventually underwritten), the Issuer would not be able to fully raise the
expected resources, leading to possible negative effects on the Group’s balance sheet
and financial situation.