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UniCredit: proposal for a capital increase of euro 4 billion approved

Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons





The bank strengthens its ability to support the real economy with new permanent capital



The Board of Directors of UniCredit  resolved unanimously to propose the launch of a share capital increase by way of a rights issue for a total maximum amount, including share premium, of up to € 4 billion, aimed at strengthening the Group's capital base. The positive impact on the Group's Core Tier 1 ratio, which stood at 6.85% as of June 2009, will be equal to approximately 80 bps.

The proposed capital increase is expected to take place by way of an issue of ordinary shares providing for regular beneficial ownership to be offered on a pre-emptive basis to existing ordinary and saving shareholders of the company, pursuant to art. 2441 of the Civil Code.

An Extraordinary Shareholders' Meeting is expected to be called in mid November 2009. In resolving upon the capital increase proposal, shareholders will be asked to grant the Board of Directors with the necessary powers to finalize the terms and conditions of the capital increase, and, closer to the date of launch of the transaction, to determine the subscription price for the shares (including the share premium), the number of the shares to be issued and the related subscription ratio.

Subject to receiving the necessary authorizations from the relevant Authorities, it is expected that the transaction should be completed by the end of the first quarter of 2010.

BofA Merrill Lynch and UniCredit Corporate & Investment Banking will act as Joint Global Coordinators and Joint Bookrunners in the context of the offer. In addition, Credit Suisse, Goldman Sachs International, Mediobanca and UBS Investment Bank will act as Joint Bookrunners. The Joint Bookrunners have committed - subject to standard terms and conditions for this type of transaction - to underwrite the total value of the capital increase subscribing the new shares which will remain unsubscribed at the end of the auction.

In addition to the approval of the proposal described above, the Board of Directors of UniCredit resolved not to proceed with the issuance of capital securities to be subscribed by the Italian Ministry of Economy and Finance and by the Austrian Ministry of Finance.


The Board of Directors expressed its appreciation for the decisive action taken by the Italian and Austrian Governments, which have contributed significantly to the stabilization of the financial system and creating the necessary conditions for accessing the capital markets. UniCredit also confirms its ongoing support to the economies of those countries in which it operates and its intention to continue developing a lending policy in support of SMEs and households, confirming its compensation policy which would rewards sustainable long term profitability, customers' satisfaction and the sound management of the company.

In light of the strategic nature of the Group's activities in Austria and in the CEE, the Board of Directors of UniCredit today also approved the strengthening of UniCredit Bank Austria's capital base through the subscription of a capital increase of up to € 2 billion which will be resolved upon by UniCredit Bank Austria.




UniCredit S.p.A



Milan, September 29, 2009




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These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The Shares may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

It may be unlawful to distribute these materials in certain jurisdictions. The information contained herein is not for publication or distribution in Canada, Japan or Australia and does not constitute an offer of securities for sale in Canada, Japan or Australia.