Prospectus - Notowania

(B) The merger transactions with the Group HVB and the consequent reorganization
With the aim of making a name for itself as one of the leading groups at international
level, on August 26, 2005 UniCredit made a public exchange offer so as to take over
control of HVB and the companies headed up by the same. Following this offer,
finalized during 2005, UniCredit acquired a holding of 93.93% in the share capital of
HVB.
On August 4, 2006, the Board of Directors of UniCredit and the supervisory board of
BA approved a plan for reorganisation of the subsidiaries in Central-Eastern Europe,
in order to transform BA into a sub-holding of the Group’s subsidiaries in CEE
countries, with the exception of Poland and Ukraine. Following the 2006 agreements
between UniCredit and BA and the agreements between HVB and UniCredit, HVB
and BA are discussing, as the next step, the transfer of most of BA’s investment
banking operations to HVB. The Group estimates that the terms and structure of the
transfer will be agreed at the beginning of 2010 and that the operation will be able to
be completed by the second half of 2010.
Subsequently, UniCredit furthered additional offers regarding the shares of listed
subsidiaries of HVB; in detail, these offers concerned BA (in which HVB held an
equity investment of 77.53% in the share capital) and Bank BPH (in which BA held an
equity investment of 71.03% in the share capital). Following the offer on BA shares,
UniCredit acquired a further holding in the same, equating to around 17.5% of the
capital, while the offer on Bank BPH shares concluded without any applications.
In January 2007, UniCredit (already directly the holder of an interest equating to
around 17.5% in BA) acquired the entire equity investment from HVB held by the
latter in BA, equivalent to 77.53% of the share capital. Following this transaction,
UniCredit acquired direct control over around 95% of BA, a holding subsequently
increased to 96.35%.
On January 23, 2007, UniCredit, in its capacity as majority shareholder of HVB and
BA, authorized the launch of a squeeze-out procedure on both banks. The HVB
squeeze-out, despite being challenged by the minority shareholders (for further details,
see the First Section, Chapter 20, Paragraph 20.8), was registered with the Munich
Companies’ Register on September 15, 2008; consequently, HVB shares were
transferred ex lege by the minority shareholders to UniCredit. The BA squeeze-out
was registered with the Companies’ Register at the Vienna Court on May 21, 2008
and, following the afore-mentioned transaction, UniCredit held an interest of 99.995%
in BA, while the residual 0.005% (equating to 10,100 shares) was held by AVZ and
BR-Funds. As part of the finalization of the afore-mentioned transactions, further to
formal request, as from November 23, 2005 ordinary UniCredit shares were admitted
for trading on the Frankfurt Stock Exchange, in the General Standard segment.
Furthermore, again further to formal request made to the competent authorities, as
from December 20, 2007, ordinary UniCredit shares were admitted for trading on the
Warsaw Stock Exchange as well.
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