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UniCredit extraordinary shareholders' meeting: capital increase approved for HVB, Bank Austria and BPH offers

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA OR JAPAN.

Today, the Extraordinary Shareholders' Meeting resolved to increase the share capital of UniCredito Italiano, excluding subscription rights, pursuant to Article 2441, paragraph 4 of the Italian Civil Code, by a maximum face value of € 2,343,642,931.00, corresponding to maximum of 4,687,285,862 ordinary shares with a face value of € 0.50 each. The newly issued UniCredit ordinary shares will be offered to the participants underwriting the Public Exchange Offers which UniCredit is going to promote for all the shares of Bayerische Hypo-und Vereinsbank A.G. ("HVB") Bank Austria Creditanstalt A.G. ("Bank Austria") and Bank BPH S.A. ("BPH").

The foregoing shares will be allocated:

  • for a maximum of 3,753,495,700 (corresponding to maximum face values of € 1,876,747,850.00) for the exchange of a maximum 750,699,140 ordinary bearer and registered preferred HVB shares based on an exchange ratio of 5.00 newly issued UniCredit ordinary shares for each of the foregoing HVB shares. The maximum overall issue price shall be equal to a maximum of € 15,370,564,891.50, including € 13,493,817,041.50 representing the share premium, corresponding to a price per share of € 4.095, including € 3,595 representing the share premium;
  • for a maximum of 658,193,453 (corresponding to maximum face values of € 329,096,726.50) for the exchange of a maximum 33,041,840 ordinary bearer and registered preferred Bank Austria shares, based on an exchange ratio of 19.92 newly issued UniCredit ordinary shares for each of the foregoing Bank Austria shares. The maximum overall issue price shall be equal to a maximum of € 2,695,302,190.04, including € 2,366,205,463.54 representing the share premium, corresponding to a price per share of € 4.095, including € 3,595 representing the share premium;
  • for a maximum of 275,596,709 (corresponding to maximum face values of € 137,798,354.50) for the exchange of a maximum 8,318,645 ordinary BPH bearer shares, based on an exchange ratio of 33.13 newly issued UniCredit ordinary shares for each of the foregoing BPH shares. The maximum overall issue price shall be equal to the maximum of € 1,128,568,523.36, including € 990,770,168.86 representing the share premium, corresponding to a price share of € 4.095, including € 3.595 representing the share premium.

In the event that the capital increase resolved were not fully subscribed following consummation of the Public Exchange Offerings, the capital will be increased by an amount corresponding to the subscriptions collected.
The Extraordinary Shareholders' Meeting has also resolved to amend Articles 20, 21, 23 and 24 of the Company Articles of Association, as regards the composition and responsibilities of the Board of Directors and the Company's Strategic Committee - which currently does not have statutory relevance - in line with the commitments undertaken in the business combination agreement entered into with HVB. The amendment of Article 20, which provides for the possibility of appointing a maximum of 24 members of the Board of Directors, will become effective as of the date in which the resolution assumed today, is entered in the Companies Register; the remaining amendments to the Company Articles of Association will become effective from the date of consummation of the Public Exchange Offering promoted by UniCredit on the HVB shares.
Pursuant to the commitments undertaken in the business combination agreement executed with HVB and approved by the Board of Directors on 12 June 2005, the current members of UniCredit's Board of Directors have resigned, subject to the consummation of the HVB offer.
Finally, the Ordinary Shareholders' Meeting duly approved payment of an annual fee to the members of the Company's Audit Committee and to the Chairman of the Control Committee established with the duty of supervising the functioning and the compliance with the organisational and management model that UniCredit has adopted, pursuant to Legislative Decree No. 231/2001 with regard to the companies' administrative liability.

Media Relations:
Tel. +39 02 88623030; mail: Uci.Ufficiostampa@unicredit.it
Investor Relations:
Tel. + 39 02 88628715; mail: UCI-InvestorRelations@unicredit.it