Prospectus - Notowania

As part of the merger process with the HVB Group and with the aim of simplifying
the Group’s structures, reducing control chains, obtaining cost and revenue synergies
as well as managing the business of the new subsidiaries on a consistent basis with the
divisional model of the UniCredit Group, steps were also taken to make a further
rationalization based on the following guidelines:
• the merger within PGAM of the HVB and BA activities in the asset management
sector;
• the reorganization of certain banking activities in the CEE countries, with the
centralization of the same under the control of BA (with the exception of the
banking activities in Poland and the Ukraine held respectively by BA and HVB
and transferred to UniCredit);
• the reorganization of the leasing activities;
• the reorganization of the investment banking segment;
• the reorganization of the back office and ICT activities.
In April 2006, in compliance with a provision of the Croatian anti-trust authority, BA
transferred to Société Générale S.A. the equity investment in its subsidiary HVB
Splitska Banka D.D. (formerly Splitska Banka) included again within the UniCredit
Group following the merger with the HVB Group.
In November 2006, in order to facilitate the subsequent merger of the Polish
companies (Bank Pekao and BPH), BA transferred its equity investment of 71.03% in
Bank BPH to UniCredit. The merger of the Polish activities of the Group was
finalized by means of the partial spin-off of a part of the assets and liabilities of Bank
BPH to Bank Pekao. Following the spin-off, finalized on November 29, 2007, the
interest held by UniCredit in Bank Pekao came to 59.36%. Furthermore, on June 17,
2008, UniCredit transferred a majority holding in Bank BPH (post spin-off of the
assets and liabilities transferred to Bank Pekao) to GE Money Bank (equating to
65.9%), maintaining a holding in Bank BPH of around 5.1% of the share capital of the
same, subsequently disposed of to DRB Holding B.V. (a GE Group company) in
September 2009.
Lastly, in March 2007, HVB transferred the entire holding in Joint Stock Commercial
Bank HVB Bank Ukraine to Bank Pekao and, in February 2008, said Ukraine bank
was absorbed within UniCredit Bank Ltd. (now Open Joint Stock Company UniCredit
Bank), also a wholly-owned subsidiary of Bank Pekao.
(C) The merger with Capitalia and the consequent reorganization
With the aim of enhancing its position on the home market and exploiting the
opportunities for expansion at international level as well, on July 30, 2007, the general
shareholders’ meetings of UniCredit and Capitalia approved the merger by
incorporation of Capitalia within UniCredit. The merger deed was entered into on
September 25, 2007 and was registered with the Rome and Genoa Companies’
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