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UniCredit: Resolutions of the Board of Directors

Ad-hoc-Meldung / Ad hoc Release
nach § 15 WpHG / pursuant to § 15 of the German Securities Trading Act

UniCredit: Resolutions of the Board of Directors

UniCredit's Board of Directors, during its today's meeting, has resolved not to submit to the Extraordinary Shareholders' Meeting of UniCredit the proposal for the removal of article 5, paragraph 9, of UniCredit's By-laws, pursuant to which no one entitled to vote may vote for a number of bank shares exceeding 5% of share capital bearing voting rights. Therefore, the effectiveness of the exercise of the withdrawal rights is now subject only to effectiveness of the merger of Capitalia by way of incorporation into UniCredit.
The impact of the exercise of the withdrawal right by the Capitalia's shareholders who did not vote in favour of the project concerning the merger of Capitalia into UniCredit, representing approximately 3.17% of the Capitalia's share capital for a total consideration of approximately Euro 580 million, is therefore limited.
As a matter of fact, in the event that no share for which the withdrawal right has been exercised is purchased by Capitalia's shareholders or pursuant the offer on the Stock Exchange - as provided for by the current provisions of the Italian Civil Code - and UniCredit should buy by using the distributable reserves, and keeps in its portfolio all the UniCredit shares exchanged with the Capitalia shares on the basis of the exchange ratio, the maximum impact on the UniCredit's capital ratios is estimated of approximately 10 b.p. on the Core Tier 1 ratio of the Group. Then, in case UniCredit sold afterwards such shares to the market, the capital impact would be limited, on the basis of the current UniCredit's price, to approximately 0.5 b.p.

Moreover, UniCredit's Board of Directors has approved today the Holding Company UniCredit S.p.A. Half-Year Results (as at 30.06.2007) which closed the period with a net profit of 2,230 million Euro. The Board of Directors is going to approve the UniCredit Group Consolidated Half-Year Results (as at 30.06.2007) on October 16, 2007.
The UniCredit Group Consolidated Results of the Second Quarter 2007 were presented to the market on August 3, 2007.

The Board of UniCredit has co-opted as Board members Mr. Enrico Tommaso Cucchiani and Mr. Franz Zwickl to replace, respectively, Mr. Paolo Vagnone - who resigned on 18th July 2007 - and Mr. Dieter Munich, resigning as of today. The Board of Directors also proceeded to verify that the independence requirements were being met by the above mentioned directors: Mr. Cucchiani stated not to fall under any of the situations described in Art. 148 paragraph 3 of the Legislative Decree no. 58 of 24 February 1998, but to fall under one or several of the situations described in Art. 3 of the Corporate Governance Code issued by Borsa Italiana in March 2006, and therefore not to be eligible as Independent Director pursuant to the above-mentioned provision of the Corporate Governance Code; Mr Franz Zwickl stated not to fall under any of the situations described in Art.3 of the Corporate Governance Code, or in Art. 148, paragraph 3 of the Legislative Decree no. 58 of 24 February 1998, and therefore to be eligible as Independent Director.

Finally, the Board of Directors appointed Mrs. Maurizia Angelo Comneno "Compliance Officer" of UniCredit, in line with the current Bank of Italy regulations which provide for the appointment of a person responsible for the Compliance function.

Milan, 18 September 2007
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)


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