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Prospectus - Notowania

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December 2007 UniCredit reached an agreement with third parties for the transfer of a<br />

holding of 9.37% in the share capital of Mediobanca, thereby reducing its<br />

shareholding in said bank to 8.66%.<br />

Furthermore, in compliance with the commitments undertaken vis-à-vis AGCM and as<br />

indicated in the afore-mentioned provisions, during May 2008 UniCredit entered into<br />

an agreement for the sale of 183 branches to various banks (for further details, see the<br />

First Section, Chapter 22, Paragraph 22.1.2).<br />

In conclusion, by means of the same provisions indicated above, AGCM made<br />

UniCredit dispose of the entire holding in the share capital of Assicurazioni Generali<br />

and in the Generali group companies, by December 2008. As at that date, UniCredit<br />

Bank Ireland Plc. (wholly-owned subsidiary of UniCredit), holder of a direct equity<br />

investment in Assicurazioni Generali, had a bond issue convertible into Assicurazioni<br />

Generali shares maturing. For the purpose of fulfilling said obligation, UniCredit had<br />

declared to AGCM that it wished to proceed, in the event of conversion of the bond by<br />

the assigns, with the material delivery of the Assicurazioni Generali shares indirectly<br />

held, in place of cash settlement. However, on maturity of said bond (December 19,<br />

2008) it emerged that the subscribers had not availed themselves of the faculty to<br />

request conversion. UniCredit is therefore currently still indirectly in possession, via<br />

UniCredit Bank Ireland Plc. of 44,195,587 Assicurazioni Generali shares, equating to<br />

around 2.89% of the latter’s share capital. In the face of a specific request made by<br />

UniCredit, AGCM first of all extended the deadline originally established for the<br />

disposal of the shares in question by twelve months (until December 31, 2009),<br />

without prejudice to UniCredit’s obligation not to exercise, until the disposal date, the<br />

voting rights relating to these shares. Subsequently, UniCredit requested AGCM that<br />

the activities aimed at the disposal of the holding in the share capital held in<br />

Assicurazioni Generali be concluded by June 30, 2010. By means of provision dated<br />

November 12, 2009, AGCM accepted this request, for the purpose of permitting<br />

UniCredit to finalize the procedure underway for the complete definition of the<br />

technical-operating formalities of the disposal, also in relation to the performance of<br />

the financial markets. Pending finalization of the disposal, UniCredit will continue not<br />

to exercise the voting right associated with the equity investment.<br />

(D) Additional buy-out transactions and reorganization and recent events<br />

In addition to the transactions with HVB and the Capitalia Group, the Group<br />

continued to pursue its activities for expansion at international level. With regard to<br />

activities in Eastern Europe, between 2006 and 2007, the Group acquired, via HVB<br />

and BA, from Nordea Bank Finland plc., VTB Bank (France) S.A. and European Bank<br />

for Reconstruction and Development (EBRD) additional equity investments in IMB<br />

achieving total control over the Russian bank. Furthermore, in July 2007, for the<br />

purpose of establishing a significant presence on the brokerage and investment<br />

banking market in Russia, BA indirectly acquired, via a newly-established Austrian<br />

holding company, the brokerage activities of the Aton Capital Group. In August 2007,<br />

the Group also launched its presence on the asset management market in Russia, by<br />

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