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  • Ad-hoc-Meldung / Ad hoc Release nach § 15 WpHG / pursuant to § 15 of the German Securities Trading Act - UniCredit: Capital increase for the share-for-share exchange. The Board of Directors resolves to liberate the new shares for the HVB Tender Offer and resolves new appointments

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Ad-hoc-Meldung / Ad hoc Release nach § 15 WpHG / pursuant to § 15 of the German Securities Trading Act - UniCredit: Capital increase for the share-for-share exchange. The Board of Directors resolves to liberate the new shares for the HVB Tender Offer and resolves new appointments

UniCredit has today increased its share capital by € 1,762,772,365 by issuing n. 3,525,544,730 new ordinary shares in exchange for 705,108,946 Hypo- und Vereinsbank shares ("HVB Shares") which have been tendered in the Tender Offer for HVB shares launched by UniCredit, consisting of 690,555,346 ordinary shares and 14,553,600 preferred shares. Such tendered shares correspond to approximately 93.93% of the registered share capital and the voting rights of HVB. The Board of Directors of UniCredito Italiano S.p.A. has consequently resolved during today's meeting to liberate the newly issued ordinary shares following the verification carried out in compliance with the requirements of Sect. 2343 of the Italian Civil Code. The settlement of the HVB Offer is currently envisaged to take place on November 23rd 2005, and on the same date trading in UniCredit ordinary shares is expected to commence on the Frankfurt Stock Exchange as requested by UniCredit.

The Board of Directors has also approved a capital increase linked to the 2005 stock options and performance shares Plan for the new Group Top Management; a total of 41,630,000 stock option and 13,470,000 performance share will be granted. The Long Term Incentive Plan goals are to focus the management team on the achievement of the targets set in the Strategic Plan and to accomplish a smooth integration of the different entities into a new cohesive Group.

The Board of Directors appointed as Vice Direttore Generale (Deputy General Manager) Mr. Erich Hampel, Head of Central Eastern Europe; Mr. Vittorio Ogliengo, Head of Corporates/SMEs; Mr. Ranieri de Marchis, Chief Financial Officer. The appointments will be effective December 1, 2005.

Moreover, the Board of Directors appointed as members of UniCredit's Management Committee Mr. Johann Berger, Head of Commercial Real Estate Financing, and of Mr. Salvatore Piazzolla, Head of Human Resources Strategy.

Finally, the Board of Directors has decided that Mr. Carlo Salvatori, Mr. Alessandro Profumo, Mr. Ranieri de Marchis, Mr. Paolo Fiorentino, Mr. Dario Frigerio, Mr. Roberto Nicastro, Mr. Vittorio Ogliengo, Mr. Aldo Bulgarelli, shall be proposed as members of the Supervisory Board of HVB, to be appointed by the relevant Court.

Enquiries:
Media Relations:
Tel. +39 02 88628236; e-mail: Uci.Ufficiostampa@unicredit.it
Investor Relations:
Tel. + 39 02 88628715; e-mail: UCI-InvestorRelations@unicredit.it




These assessments are subject to the following disclaimer:
Certain of the statements contained herein may be statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. UniCredito Italiano S.p.A. assumes no obligation to update any information contained herein.

Milan, November 18, 2005


UniCredito Italiano S.p.A.
Via Dante 1
16121 Genoa
Italy

Securities listed on German regulated markets:
ISIN IT0000064854
Applied for listing: Official Market (Amtlicher Markt), Frankfurt Stock Exchange (General Standard)