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  5. Ad-hoc-Meldung/Ad hoc Release nach § 15 WpHG/pursuant to § 15 of the German Securities Trading Act - The UniCredit General Shareholder's meeting approved the financial statements 2005
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Ad-hoc-Meldung/Ad hoc Release nach § 15 WpHG/pursuant to § 15 of the German Securities Trading Act - The UniCredit General Shareholder's meeting approved the financial statements 2005

Today the Ordinary and Extraordinary General Shareholders' Meeting of UniCredit SpA was held in Genova.

The Ordinary Shareholders' Meeting approved 2005 year-end Parent Company financial statements, which showed a net profit of € 2,257 million vs. € 1,750 million in the previous year. Thanks to this result, UniCredit's shareholders passed a resolution approving distribution of a unitary dividend of € 0.22 per ordinary share and of € 0.235 per savings share, respectively 7.3% and 6.8% higher than the previous year's levels. The dividend, as approved by the Shareholders' Meeting, will be available for payment on May 25th 2006, with the share going ex-dividend on May 22nd 2006.

UniCredit's Chief Executive Officer also illustrated the Group 2005 consolidated year-end financial statements. The year 2005 ended for the Group with a net profit of €2,470 million (including HVB Group net income from the aggregation date), an increase of 19.4% over the previous year (2,069 million under IFRSs).

ROE, in light of an average annual increase in shareholders' equity of 20.9%, equalled 15.6%, in line with the previous year. Net the HVB transaction, and the impact on equity, ROE reached 19.0% (+3.3 pp YoY).

Pro-forma net profit (calculated including the HVB Group's results as of January 1st, 2005), adjusted for before tax restructuring charges of €580 mn, amounted to €3,808 mn, equal to earnings per share of €0.37.

Net equity per share rose to € 3.42 (vs. € 2.30 at 2004 year-end under IFRSs).

The sixth edition of the Group's Corporate Social & Environmental Report was also presented at the UniCredit Shareholders' Meeting. The Corporate Social & Environmental 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.

The Ordinary Shareholders' Meeting also approved the Long Term Incentive Plan 2006 for UniCredit Group Management.

The Plan is designed to foster the achievement of the goals set by the Strategic Plan, to keep the interests of shareholders and management aligned in the long term and to retain people that are key for the Group development.

The Plan provides for the combined grant of stock options and performance shares (ordinary shares that the Company undertakes to grant conditional upon achievement of performance targets at Group and Division level) to approximately 800 selected managers of the Group.

The Shareholder's meeting, in its extraordinary session, has lastly granted the necessary faculties to the Board of Directors to give execution to the above mentioned Plan.
If such faculties were exercised to their maximum extent, 42,000,000 ordinary shares would be issued serving the exercise of stock options in addition to  13,000,000 ordinary shares for the granting of performance shares.


Media Relations:
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Investor Relations:
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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)