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Prospectus - Notowania

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- 88 -<br />

RISK FACTORS<br />

be offered, sold or in any event delivered, directly or indirectly, in the USA, Canada,<br />

Japan and Australia or the other Excluded Countries.<br />

The financial instruments cannot be offered or traded in the USA, Canada, Japan and<br />

Australia or the other Excluded Countries in the absence of specific registration in<br />

compliance with the provisions of the law applicable therein or applicable exemptions<br />

from the registration obligation.<br />

Therefore, the Offer is not, nor will it be promoted in the USA, Canada, Japan and<br />

Australia, or made to residents therein, as well as in any other Excluded Countries in<br />

which the Offer is not permitted in the absence of specific authorizations by the<br />

competent authorities.<br />

Any subscription to the Offer made, directly or indirectly, in violation of the<br />

restrictions indicated above will be considered as invalid.<br />

Therefore, UniCredit shareholders not resident in Italy, Germany and Poland, should<br />

avail themselves of specific legal opinions on the subject before taking any action in<br />

relation to the Offer.<br />

For further information, reference should be made to the Second Section, Chapter 5,<br />

Paragraph 5.2.1.

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