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UniCredit: Results of the BA-CA Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA OR JAPAN.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

UniCredit achieves 10.64% acceptance level for the BA-CA tender offer, corresponding, in aggregate with the BA-CA shares held by HVB, to approximately 88.17% of the share capital.

UniCredit S.p.A ("UniCredit") announces that, following the end of the initial acceptance period of the voluntary public takeover offer for all shares in Bank Austria Creditanstalt AG ("BA-CA"), 15,643,459 BA-CA shares have been tendered in total, corresponding to approx. 10.64 % of the aggregate share capital and 47% of the free float. The Exchange Offer has been accepted for 15,564,004 BA-CA shares (corresponding to approx.10.59 % of the entire share capital), and the Cash Offer has been accepted for 79,455 BA-CA shares (corresponding to approx. 0.05 % of the aggregate share capital). The aggregate number of BA-CA shares tendered and BACA shares held by HypoVereinsbank amounts to 129,633,359, corresponding to approx. 88.17 % of the aggregate share capital.


The successful settlement of the BA-CA Offer is still subject to the following conditions precedent:

  1. acquisition of a controlling interest within the meaning of the Austrian Takeover Act in HypoVereinsbank by UniCredit, and

  2. with regard to the BA-CA Exchange Offer, the confirmation by the independent external expert that the value of the Tendered BA-CA Shares conforms to the expert evaluation rendered to the shareholders' meeting of UniCredit on July 29, 2005 pursuant to point 2.5.1(ii) of the BA-CA Offer Document. The confirmation is expected prior to the UniCredit Board resolving on the liberation of the UniCredit Shares offered in exchange for the tendered BACA Shares, in accordance with Article 2343 of the Italian Civil Code, which is currently scheduled for 30 November 2005.

The success of the HVB Offer and therefore the acquisition of a controlling interest in HypoVereinsbank by UniCredit is still subject to the confirmation by an independent external expert that the value of the HVB Shares Tendered for Exchange conforms to the expert evaluation rendered to the shareholders' meeting of UniCredit on July 29, 2005 pursuant to point 12.1.4 of the HVB Offer Document. The confirmation is expected prior to the UniCredit Board resolving on the liberation of the UniCredit Shares offered in exchange of the tendered HVB Shares, in accordance with Article 2343 of the Italian Civil Code, which is currently scheduled on 18 November 2005. The settlement of the HVB Offer is currently scheduled to take place on 23 November 2005.

Pursuant to § 19 para 3 Austrian Takeover Act, the acceptance period of the BA-CA Offer is extended by ten stock exchange days until (including) 18 November 2005.

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