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Ad-hoc-Meldung/ Ad hoc Release nach § 15 WpHG/ pursuant to § 15 of the German Securities Trading Act - Kocbank receives approval for mandatory tender offer for Yapi minority shareholdings

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

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES

Koçbank receives approval for mandatory tender offer for Yapi minority shareholdings


Following the completion of the acquisition by Koçbank A.Ş. (99.8% owned by Koç Financial Services A.Ş., the financial joint venture between UniCredit and Koç Group) of a direct shareholding of 57.42% of the share capital of Yapi ve Kredi Bankasi A.Ş. ("Yapi") on 28 September 2005 (directly and indirectly, Koçbank owns 58.22% of the share capital of Yapi), UniCredit announces that Koçbank has obtained the approval of the Capital Markets Board (the Turkish stock market regulator) to launch the mandatory tender offer for the Yapi shares that it does not already own.

The price offered, in cash, by Koçbank for each Yapi share is YTL6.50, which is the equivalent of US$4.8476, based on the YTL/US$ exchange rate of 1.34085 used for the calculations of the acquisition of the controlling shareholding in Yapi by Koçbank. However, should the YTL/US$ exchange rate, as announced by the Central Bank of Turkey at 15:30 on the day preceding the day of commencement of the tender offer, be higher than the exchange rate used for the calculation above, the price offered would be recalculated accordingly. The maximum disbursement for Koçbank for the number of shares not already owned is ca. €1.3 billion (at current exchange rate).

In addition to the consideration above, Koçbank has committed to pay earn-outs in the form of further cash amounts to the shareholders of Yapi who tender their shares under the mandatory tender offer, subject to the realisation of certain conditions described in the tender offer document.

The acceptance period is expected to start on 23 February 2006 and to remain open for 15 calendar days, until 9 March 2006.

Following completion of the mandatory tender offer, Koçbank and Yapi expect to initiate procedures for the integration of the two entities.


Enquiries:

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

UniCredito Italiano S.p.A.
Via San Protaso 1/3
20121 Milano
Italien

Securities listed on German regulated markets:
ISIN IT0000064854
WKN: 850832
Listed: Official Market (Amtlicher Markt), Frankfurt Stock Exchange (General Standard)