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Today UniCredit S.p.A. held the Extraordinary Shareholders' Meeting in Rome.
The Extraordinary Shareholders' Meeting approved a paid-in share capital increase - scindibile pursuant to article 2439(2) of the Italian Civil Code - of an overall amount of up to Euro 4,000,000,000, to be completed by issuing new ordinary shares with par value of Euro 0.50 each and with godimento regolare, to be offered pre-emptively to shareholders owning ordinary and saving shares, pursuant to article 2441, paragraphs 1, 2 and 3 of the Italian Civil Code.
It is expected that the capital increase will be completed by the end of the first quarter of 2010, subject to the prior approval of the offering prospectus by the competent authority.
The capital increase aims at strengthening the capital structure of the UniCredit Group and its capital adequacy ratios in order to be in line with the new International and European context of the financial sector, ensuring at the same time to the Group the possibility to favourably place itself on the market and take the opportunities arising from the future economic growth.
The Extraordinary Shareholders' Meeting granted to the Board of Directors the necessary powers to set the final terms and conditions of the capital increase including, but not limited to, the powers to determine, shortly prior to the launch of the public offering and on the basis of the prevailing market conditions at that time, the subscription price of the new shares offered (including the share premium) and therefore the number of new shares to be issued and the option ratio.
BofA Merrill Lynch - which will act together with UniCredit Corporate & Investment Banking as Joint Global Coordinators and Joint Bookrunners in the context of the offer - and Credit Suisse, Goldman Sachs International, Mediobanca and UBS Investment Bank - which will act as 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 for the new shares which will remain unsubscribed at the end of the auction of the offer.
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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.
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Rome, November 16th, 2009
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