The director Antonio Maria Marocco, already co-opted by the Board of Directors on May 2007, has been confirmed
Today the UniCredit Shareholders' Meeting, in its extraordinary session, approved the merger plan of Capitalia S.p.A. into UniCredito Italiano S.p.A. on the basis of an exchange ratio of 1.12 UniCredit new ordinary shares for each Capitalia ordinary share.
With regard to said merger, the Shareholders' Meeting also approved:
a. a capital increase, divisible in tranches, of up to a maximum nominal amount of euro 1,473,547,088 to be effected through the issue of up to a maximum 2,947,094,176 ordinary shares with a par value of euro 0.50 each, to be allocated in exchange for the ordinary shares of Capitalia circulating at the effective date of the merger;
b. four capital increases, divisible in tranches - with the exclusion of the shareholders' options rights under art. 2441, paragraph 8, of the Italian Civil Code - of a maximum nominal amount, respectively, of euro 2,205,812, (through the issue of up to a maximum 4,411,624 ordinary shares), euro 9,940,980 (through the issue of up to a maximum 19,881,960 ordinary shares), euro 261,436 (through the issue of up to a maximum 522,872 ordinary shares) and euro 5,322,800 (through the issue of up to a maximum 10,645,600 ordinary shares) to service the UniCredit subscription rights to be allocated in exchange for an equal number of Warrants already attributed for free to the employees of Capitalia, Fineco Group and the Fineco Bank private bankers and not yet exercised at the effective date of the merger. The Shareholders' Meeting also approved the Regulations concerning the above mentioned subscription rights.
Moreover, the Shareholders' Meeting approved the allocation of 476,000 own shares held by the UniCredit to the Managing Directors of the Capitalia Group's Companies who have not an employment relationship with such companies in substitution of the 425,000 Warrants allocated to them, for this purpose changing the allocation of the aforesaid shares resolved by the Extraordinary Shareholders' Meeting of UniCredit held on 16th December 2005. Lastly, the Shareholders' Meeting approved the amendments to the Clause 27, paragraphs 2 and 3, Clause 28, paragraphs 1, 2 and 3, Clause 32, paragraph 1, of the UniCredit Articles of Association with regard to the Executive Committee.
The merger is subject to the issue of further authorizations required by the law, included Antitrust, and is expected to be completed at the beginning of the last quarter of 2007.
The merger plan of Capitalia into UniCredit was approved today by Capitalia shareholders' meeting. Capitalia's shareholders who did not vote in favor of the resolution approving the merger plan will be entitled to exercise the withdrawal right pursuant to Article 2437 of the Italian Civil Code - at the price of euro 7.015 for each share - since the adoption of UniCredit's Articles of Association provided that no one is entitled to vote for a number of shares exceeding 5% of share capital.
The shareholders' attention has been drawn upon the decision adopted by UniCredit's Board of Directors on 17th July 2007 (already reported in the Information Document regarding the proposed incorporation of Capitalia into UniCredit) to analyze, during its meeting scheduled for the next month of September (currently envisaged for 18th September), the incidence of the potential withdrawal and - based on the capital impact and the output of the analysis - to submit to the shareholders the proposal to remove the Clause of the Articles of Association which provides the above mentioned limit to the voting right .
The Shareholders' Meeting, in its ordinary session, appointed as member of the UniCredit's Board of Directors Mr. Antonio Maria Marocco, already co-opted on 20th May 2007 in substitution of Mr. Giovanni Desiderio.
Genoa, July 30, 2007
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