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Ad-hoc-Meldung/Ad hoc Release - nach § 15/pursuant to § 15 of the German Securities Trading Act- Sale of 2S Banca and Strategic Agreement on the Externalization of the UniCredit Group Securities Services Operations

The Board of Directors of UniCredit, which met today, approved the sale of the UniCredit Group securities services business to Société Générale for €548 mn and the entering into a long term agreement in respect of such services with Société Générale (the "Transaction").
The Transaction entails the sale by UniCredit of "2S Banca S.p.A." ("2S Banca"), formerly UniCredit Banca MedioCredito S.p.A. ("UBMC"), pro-forma 2005 gross revenues of €152 mn and pro-forma tangible shareholders' equity of €98 mn figures at end December 2005, before the transfer of UniCredit's securities services, with assets under custody in excess of €455 bn. The securities services business involved consists in Clearing & Settlement, Custody, Fund Administration and Transfer Agency services to the UniCredit Group companies and to third party clients in Italy, Luxemburg and Ireland. As part of the agreement in respect of the sale of 2S Banca UniCredit will offer Société Générale standard contractual representations and warranties of various kinds, including full indemnification in respect of UBMC's former business.
Following the sale of 2S Banca, Société Générale (through 2S Banca) will become the UniCredit Group provider in Italy of securities services under a long term agreement, subject to regulatory approval.   
The divestiture of 2S Banca and the externalizing of 2S Banca's activities are consistent with UniCredit's aim to actively manage its business portfolio, enhancing its service levels to customers, while optimising its capital position, in line with business plan targets disclosed to investors and rating agencies following the announcement of the integration with the HVB Group. Furthermore, thanks to its strong and highly integrated pan-European platform and third party servicing experience, Société Générale is ideally positioned to provide the depth of expertise and level of excellence and commitment demanded by the UniCredit clients.
Execution of the Transaction is expected by the end of February 2006 and closing is expected within year-end, subject to the necessary regulatory and anti-trust approvals and to a standard material adverse effect clause.
UniCredit is being advised by Lehman Brothers with Merrill Lynch acting as joint advisor and Studio Legale Grimaldi e Associati is acting as legal adviser to UniCredit; on the other side Société Générale is being advised primarily by Rothschild, whilst Norton Rose is acting as legal adviser.

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

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