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Consob authorises publication of the prospectus in relation to the rights offering and admission to listing of ordinary shares of UniCredit S.p.A.

Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons

On 23 December 2008, Consob authorised publication of the prospectus in relation to the rights offering and admission to listing on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. (MTA), on the regulated market (General Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and on the Warsaw Stock Exchange (Gielda Papierów Wartościowych w Warszawie SA) of ordinary shares of UniCredit S.p.A, approved by the Extraordinary Shareholders' Meeting of 14 November 2008.
The authorisation to publish the Prospectuses is valid in Italy and, following the procedure set out in Article 10, paragraph 3, of the Regulations for Issuers, is valid in Germany and Poland. For the purposes of the procedure set out in Article 10, paragraph 3, of the Regulations for Issuers, the Prospectus has been translated in English, and the Summary has been translated in German and in Polish.
The capital increase is for 972,225,376 ordinary shares, each with nominal value of €0.50, to be offered pre-emptively to holders of ordinary shares and savings shares of UniCredit S.p.A., at the ratio of 4 Shares for every 55 ordinary and/or savings shares held. The newly issued shares will have regular dividend accrual (from 1 January 2008) and will therefore be fungible with the ordinary shares of UniCredit S.p.A. traded on the MTA, on the regulated market (General Standard) of the Frankfurt Stock Exchange, and on the Warsaw Stock Exchange.

The issue price of the new shares is € 3.083 for each ordinary share, of which € 2.583 is share premium, (corresponding to the reference price of the UniCredit ordinary shares at the time of the closing of the MTA on 3 October 2008, the last day the MTA was open for trading prior to the Board of Directors Meeting on 5 October 2008 which approved proposal of the Capital Increase to the Extraordinary Shareholders' Meeting). The aggregate value of the Offering, inclusive of share premium, therefore is €2,997,370,834.21.

In Italy and Germany the rights can be subscribed from 5 January 2009 to 23 January 2009 and will be traded on the MTA from 5 January 2009 to 16 January 2009. In Poland the rights can be subscribed from 8 January 2009 to 23 January 2009 and will be traded on the Warsaw Stock Exchange from 8 January 2009 to 16 January 2009. Rights that are not exercised on or before 23 January 2009 will be offered by UniCredit S.p.A. on the MTA, pursuant to Article 2441, paragraph 3, of the Italian Civil Code.

The capital increase is supported by a guarantee, pursuant to the undertaking by Mediobanca to subscribe, in performance of the agreement of guarantee relating to the rights offering entered into on 23 December 2008, for a number of new shares equal to any rights that remain unsubscribed after the auction offer on the MTA pursuant to Article 2441, paragraph 3 of the Italian Civil Code.
Any new shares deriving from the capital increase subscribed by Mediobanca will be used to service the issue, by a third party, of financial instruments convertible in ordinary shares of UniCredit S.p.A. (so-called CASHES), which will be offered to institutional investors in a private placement.


Mediobanca is the sole guarantor in the context of the capital increase and with UniCredit MIB it acts as Global Coordinator and Bookrunner. In addition UniCredit MIB, Mediobanca and Merrill Lynch International are acting as financial advisors in relation to the capital strenghtening measures and the structure of the transaction. 
The Prospectus will be available from the registered office and the General Management Office of UniCredit S.p.A., from the registered offices of UniCredit CAIB Poland S.A. at Emilii Plater 53, 00-113 Warsaw, Poland; from Centralny Dom Maklerski Pekao Spolka Akcyjma at ul. Woloska 18, 02-675, Warsaw, Poland; from Bank Pekao S.A. at ul. Grzybowska 53/57, 00-950, Warsaw, Poland; from Bayerische Hypo- und Vereinsbank AG, Arabellastr. 12, 81925 Munich, Germany; from Borsa Italiana S.p.A. at Piazza Affari n. 6, Milan; as well as on the company's website at http://www.unicreditgroup.eu/; and on the website of the Warsaw Stock Exchange (Gielda Papierów Wartościowych w Warszawie SA) at http://www.gpw.com.pl
Milan, 24 December 2008

It may be unlawful to distribute these materials in certain jurisdictions. These written materials are not for distribution in the United States, Canada, Australia or Japan. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.  These materials do not constitute or form part of an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.
This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling with Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on by other persons in the United Kingdom. This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities. Any such offer will be made solely on the basis of a Securities Prospectus to be approved by the Italian financial supervisory authority CONSOB and to be notified with the German Financial Supervisory Authority (BaFin), which has to be published. The Securities Prospectus will be available on a to be determined date free of charge from UniCredit S.p.A. and on the Internet at www.unicreditgroup.eu.
The information contained herein serves information purposes and does not constitute any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities. Securities will solely be offered on the basis of a prospectus to be issued by UniCredit S.p.A. passported with Polish Financial Supervision Authority and duly published. Such prospectus of UniCredit S.p.A. will be available free of charge as of a date yet to be determined from www.unicreditgroup.eu."

Enquiries:

Media Relations: Tel. +39 02 88628236;
e-mail: MediaRelations@unicreditgroup.eu
Investor Relations: Tel. + 39 02 88628715;
e-mail: InvestorRelations@unicreditgroup.eu