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UniCredit: Fulfilment of all conditions precedent to the HVB offer and call of the Ordinary Shareholders' Meeting

In today's meeting, the Board of Directors of UniCredit S.p.A. ("UniCredit") has acknowledged the fulfilment of all conditions precedent to which the share-for-share offer for 100% of the shares of Bayerische Hypo und- Vereinsbank A.G. ("HVB") was subject; the conditions precedent were as follows:

  • achievement of the minimum acceptance level of 65% of the share capital of HVB;
  • receipt of antitrust clearance from the EU Commission (authorisations from other Supervisory and Antitrust authorities—which had not yet been received at the time the HVB offer was launched—were previously waived).
  • verification—by an independent external expert—that the value per share of HVB is consistent with that reported in the report issued by the expert appointed by the Court of Genoa and presented at the Shareholders' Meeting of July 29th, 2005.

In light of the above, the Board has resolved to convene the Ordinary Shareholders' Meeting at the registered office of Genoa on December 15th, 2005, and, if necessary, with a second call on December 16th, 2005, in order to appoint new Directors of UniCredit, after determining their number, for the financial years 2006-2008, as per the obligations resulting from the agreements stipulated with HVB.

In addition, the Board has resolved to present the above-mentioned Ordinary Shareholders' Meeting with a proposal for the authorisation to sell treasury shares held by the bank, in accordance with section 2357 ter of the Italian Civil Code.

Finally, the Ordinary Shareholders' Meeting will be asked to approve the remuneration due to the newly appointed directors, as well as that due to the members of the Audit Committee and to the Chairman of the Supervisory Committee set up under Legislative Decree 231/01.


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