Prospectus - Notowania

Register on September 25, 2007 and September 27, 2007, respectively. The merger
was effective as from October 1, 2007.
Capitalia shareholders who did not contribute to the merger resolution exercised their
right to withdraw in pursuance of Articles 2437 et seq. of the Italian Civil Code. As a
result of the exercise of this right, the number of treasury shares held by the Company
rose from 87,000,000 (acquired following the buy-back transactions in 2004) to
170,833,899 shares. Subsequently, further to the additional sale of shares on several
occasions, the number of treasury shares in the portfolio amounted, as at December
31, 2008, to 476.000 (see First Section, Chapter 21, Paragraph 21.1.3).
Following the merger, with the aim of identifying solutions and methods for
integration between the two banking groups and so as to make the integrated
divisional models coherent with the internal organization structure of UniCredit, an
overall plan of activities was drawn up which can be summarized as follows:
• the integration of the banking activities;
• the reorganization of the asset gathering activities;
• the integration of the asset management activities;
• the reorganization of the operating activities (real estate property, back-office,
audit and information technology); and
• the reorganization of the additional leasing, factoring, non-performing loans,
fiduciary and security services activities.
In detail, the integration within the Group of the banking activities of the former
Capitalia banks (Banca di Roma S.p.A., Bipop Carire and Banco di Sicilia) was
achieved by means of:
• the creation of three new retail banks to which the Group’s retail business has
been transferred, with specific regional responsibilities respectively in northern
Italy (UniCredit Banca), central and southern Italy (UniCredit Banca di Roma)
and in Sicily (Banco di Sicilia), by means of the merger by incorporation –
effective as from November 1, 2008 - within UniCredit of UniCredit Banca,
Banca di Roma S.p.A., Banco di Sicilia, Bipop Carire and Capitalia Partecipazioni
S.p.A. and the conferral – with immediate effect after the efficacy of the aforementioned
merger – of the retail businesses to the three new retail banks, which,
for continuity’s sake, maintained the names UniCredit Banca, UniCredit Banca di
Roma and Banco di Sicilia;
• the conferral of the private, corporate, mortgage and personal loan businesses,
converged within UniCredit due to the afore-mentioned merger, in favour of
UniCredit Private Banking, UniCredit Corporate Banking (formerly UniCredit
Banca d’Impresa S.p.A.), UniCredit Banca per la Casa and UniCredit Consumer
Financing Bank S.p.A. (now UniCredit Family Financing Bank), respectively; and
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