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The UniCredit Shareholder's meeting approved the financial statements 2007

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

The Ordinary Shareholders' Meeting approved 2007 year-end Parent Company financial statements, which showed a net profit of € 1,866 million vs. € 3,015 million in the previous year. Thanks to this result, UniCredit's shareholders passed a resolution approving distribution of a unitary dividend of € 0.26 per ordinary share and of € 0.275 per savings share, respectively 8.3% and 7.8% higher than the previous year's levels. The dividend, as approved by the Shareholders' Meeting, will be available for payment on May 22nd 2008, with the share going ex-dividend on May 19th 2008.

UniCredit's Chief Executive Officer also illustrated the Group 2007 consolidated year-end financial statements. The year 2007 ended for the Group with a net profit of €5,961 million, an increase of € 513 million (+9.4%) over the previous year.

ROE equalled 15.6% (16.7% in 2006), while earnings per share rose to € 0.54 vs. € 0.53% from the previous year. Net equity per share rose to € 4.35 (vs. 3.72 at 2006 year-end).

The Shareholders' Meeting, in its ordinary session, approved the new employee stock ownership plan of UniCredit Group that provides to Group employees the opportunity to invest in UniCredit shares at favorable conditions.
The Plan is potentially addressed to all employees of UniCredit Group, provided that no regulatory, fiscal or other limitations exist which could prevent the application of the Plan in some of the countries in which the Group operates.
The same Shareholders' Meeting also approved the new Long Term Incentive Plan dedicated to a selected group of Top & Senior Managers and Key Talents of UniCredit Group (the "Plan") providing for the allocation of stock options and performance shares subject to the achievement of the strategic plan targets and aiming at supporting the growth in UniCredit share-price in line with shareholders' expectations, the achievement of the Company's medium/long term objectives and the retention of key employees strategic for the development of the Group.

In its extraordinary session, the Shareholders' Meeting empowered the Board of Directors with all the necessary authorities to give execution to the above mentioned Plan. If such authorities were exercised to their maximum extent, 122,180,500 ordinary shares would be issued to serve the exercise of stock options in addition to 24,879,500 ordinary shares for the granting of performance shares.

Moreover, the Shareholders' Meeting, in its ordinary session, appointed as members of the UniCredit's Board of Directors Mr. Berardino Libonati, Donato Fontanesi, Salvatore Ligresti, already co-opted by the Board of Directors on August 3, 2007, Mr Enrico Tommaso Cucchiani and Mr. Franz Zwickl, co-opted by the Board of Directors on September 18, 2007 as well as Ms. Marianna Li Calzi.

In this regard, please be informed that the UniCredit's Board of Directors, that met today too, appointed Mr. Libonati as Deputy Chairman and verified the independence requirements of the Board Directors pursuant to Sect. 3 of the Corporate Governance Code issued by Borsa Italiana Spa and Sec. 148 of the Consolidated Finance Act.

Following such assessment:
- Mr. Berardino LIBONATI, Mr. Donato FONTANESI, Mr. Salvatore LIGRESTI, Mrs Marianna LI CALZI and Mr. Franz ZWICKL resulted as independent;
- Mr Enrico Tommaso CUCCHIANI resulted as not independent pursuant to Sect 3 of the Corporate Governance Code.

The Ordinary Shareholders' Meeting resolved on the redefinition of the Board directors' remuneration, being members of the Board Committees in maximum € 1,500,000 due for each year in office starting from September 1, 2007 and authorizing the Board of Directors to reallocate the approved sum, also in relation to possible future needs.

The aforesaid Shareholders' meeting approved, likewise it was done in the past, to absorb the cost of the remuneration due to the Representative of the Savings Shareholders, appointed by the Special meeting of Saving Shareholders held on April 22, 2008 that has determined her annual emoluments for the period 2008-2010 equal to € 25.000 plus VAT and maximum € 5.000 of expenses reimbursement on a yearly basis.

Moreover, the Shareholders' meeting authorized, pursuant to Section 2390 of the Italian Civil Code, the offices taken up by the following directors in competing companies: the Chairman Dieter Rampl, the Vice Chairman Mr Fabrizio Palenzona and the Directors Mr Vincenzo Calandra Buonaura and Mr Carlo Pesenti.

Lastly, the Shareholders' meeting, in its extraordinary session, approved the deletion of Title VI "Regarding the Executive Committee" and clauses 27, 28, 29, 30, 31, 32 of UniCredit's Articles of Association and the consequent re-numbering of following titles and clauses, as well as amendments to clauses 1, 2, 4, 5, 6, 8, 9, 17, 21, 22, 23, 26, 27, 28, 29 of the UniCredit's Articles of Association. In relation to such changes, the Ordinary Shareholders' meeting also approved the amendments of clauses 1, 2, 8, 9, 18, 19 and 20 of the Regulations Governing General Meetings Association in line with introduced modifications to the organizational structure and to the governance of UniCredit as well as with newly introduced regulatory provisions and taking also into account the position that the Group enjoys on the international scene.

Rome, 8 May 2008


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