Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons.
Capital increase for consideration
Offer in option to the holders of ordinary shares and the holders of savings shares of
972,225,376 ordinary shares of UniCredit S.p.A.
THE CAPITAL INCREASE AND RELATED ISSUE OF THE "CASHES" HAS BEEN COMPLETED
UniCredit S.p.A. hereby announces that today Mediobanca - Banca di Credito Finanziario S.p.A. ("Mediobanca"), in performance of the agreement of guarantee entered into on 23 December 2008, has subscribed for 967,578,184 shares, for a countervalue of Euro 2,983,043,541.27, corresponding to the rights that remained unsubscribed following the offer on the Stock Exchange pursuant to Article 2441, third paragraph, of the Italian Civil Code.
Therefore, the capital increase approved by the Extraordinary Meeting of the shareholders of UniCredit S.p.A. of 14 November 2008 has been completed, with the subscription of all the 972,225,376 newly issued ordinary shares of UniCredit S.p.A., for an aggregate countervalue of Euro 2,997,370,834.21, of which Euro 486,112,688.00 is capital and Euro 2,511,258,146.21 is share premium.
As previously communicated, 967,564,061 of the shares subscribed by Mediobanca have been used to service the issue, and are underlying, of the "CASHES" financial instruments. The issue of the "CASHES" financial instruments has been subscribed in full today by institutional investors.
Milan, 23 February 2009
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 is being made solely on the basis of the Securities Prospectus approved by the Italian financial supervisory authority CONSOB and notified with the German Financial Supervisory Authority (BaFin), including its supplements, which have been published. Any investment decision concerning the securities of UniCredit S.p.A. offered publicly should only be made on the basis of the Securities Prospectus including its supplements. The Securities Prospectus dated 23 December 2008, is available free of charge from UniCredit S.p.A on the Internet at www.unicreditgroup.eu, and from Bayerische Hypo-und Vereinsbank, Arabellastr. 12, 81925, Munich.
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 securities of UniCredit S.p.A. The offer is being made solely by means of, and on the basis of, the published securities prospectus (including any amendments thereto, if any) passported with the Polish Financial Supervision Authority. An investment decision regarding the publicly offered securities of UniCredit S.p.A. should only be made on the basis of the securities prospectus of UniCredit S.p.A. The securities prospectus is available free of charge from the offices of UniCredit CAIB Poland S.A. at Emilii Plater 53, 00-113 Warsaw, Poland; from Centralny Dom Maklerski Pekao Spolka Akcyjna at ul. Woloska 18, 02-675, Warsaw, Poland; from Bank Pekao S.A. at ul. Grzybowska 53/57, 00-950, Warsaw, Poland and on the website of the Warsaw Stock Exchange (Gielda Papierów Wartościowych w Warszawie SA) at www.gpw.com.pl
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