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UniCredit: 2004 year-end financial statements approved. New Board elected. Carlo Salvatori confirmed as Chairman and Alessandro Profumo as Chief Executive Officer

2004 year-end financial statements approved - New Board elected - Carlo Salvatori confirmed as Chairman and Alessandro Profumo as Chief Executive Officer.
Approved merger by incorporation of Banca dell'Umbria 1462 and of Cassa di Risparmio Carpi.

Today an ordinary and extraordinary general Shareholders' Meeting of UniCredito Italiano SpA (the group's holding company) was held in Genoa.

The Ordinary General Meeting approved 2004 year-end Parent Company financial statements, which showed a net profit of € 1,750 million (mn) vs. € 1,793 mn in the previous year. Thanks to this result shareholders passed a resolution approving distribution of a unitary dividend of € 0.205 per ordinary share and of € 0.220 per savings share, respectively 20% and 18% higher than the previous year's levels. The dividend, as approved by the Shareholders' Meeting, will be available for payment on May 26th 2005, with coupon detachment on May 23rd 2004.

The Chief Executive Officer also illustrated the group's 2004 consolidated year-end financial statements. Despite a more unfavourable economic environment, group net profit amounted to € 2.131 mn, growing by 8.7% over 2003 (€ 1,961 mn).
Group ROE rose to 17.9% (vs. 17.7% in 2003) whilst, net of goodwill amortisation, it was 20.2% (vs. 20.1% in 2003).
Earnings per share amounted to € 34 cents as compared with € 31 cents in the previous year.
Net equity per share rose to € 2.21 (vs. € 2.06 at 2003 year-end).

The fifth edition of the group's Corporate Social & Environmental Report was also presented at the Shareholders' Meeting. The Social Report contains facts and figures depicting the activities performed and their impact in terms of social, environmental, and safety policy, with the objective of presenting the contribution made by the group to sustainable development via its effective conduct in relations with its main internal and external stakeholders.

Since the previously elected Board of Directors had reached the end of its term of office, the Shareholders' Meeting thanked outgoing directors for their major contribution to the group and appointed the new directors for the next 3-year period, which will expire when shareholders approve 2007 year-end financial statements. The re-elected directors are Franco Bellei, Roberto Bertazzoni, Vincenzo Calandra Buonaura, Mario Cattaneo, Philippe Citerne, Ambrogio Dalla Rovere, Giovanni Desiderio, Francesco Giacomin, Piero Gnudi, Gianfranco Negri-Clementi, Fabrizio Palenzona, Carlo Pesenti, Alessandro Profumo, Carlo Salvatori, Giovanni Vaccarino, and Anthony Wyand. Newly elected directors are instead Giancarlo Garino and Gianfranco Gutty, whilst Luigi Maramotti and Paolo Vagnone had already been co-opted by the Board of Directors on January 27th and April 12th 2005 respectively.

The new Board of Directors, which met immediately afterwards, confirmed Carlo Salvatori as Chairman and Alessandro Profumo as Chief Executive Officer.

The Ordinary General Shareholders' Meeting also passed a resolution authorising UniCredit's participation in the European Economic Interest Group (EEIG) called "Sviluppo Globale" [= "Global Development"].

The Extraordinary General Shareholders Meeting instead approved merger by incorporation in UniCredito Italiano of Banca dell'Umbria 1462 and Cassa di Risparmio Carpi. It is envisaged that this operation will be followed by demerger from UniCredit of some company divisions pertaining to the above-mentioned banks allocating them to the group's segment banks and product companies, in order to complete the process initiated in recent years - designed to redesign the UniCredit Group's banks in a model based on "nationwide segment banks".
The Extraordinary General Shareholders' meeting also approved a share capital increase to service the merger for a maximum of € 22,490, via issue of a maximum of 44,980 ordinary shares with a nominal value of € 0.50 each, to be used, as regards:

  • A maximum of 42,240 ordinary shares, for exchange with a maximum of 41,009 ordinary shares of Banca dell'Umbria 1462 SpA, based on a ratio of 1.03 ordinary shares of UniCredito Italiano SpA for each ordinary share of Banca dell'Umbria 1462 SpA
  • A maximum of 2,740 ordinary shares, for exchange with a maximum of 500 ordinary shares with yield advantage of Cassa Risparmio Carpi SpA, based on a ratio of 5.48 ordinary shares of UniCredito Italiano SpA for each ordinary share with yield advantage of Cassa di Risparmio Carpi SpA.

It is estimated that the merger and simultaneous demerger of company divisions by the parent company to benefit of the group's segment banks/companies will be completed on July 1st 2005.