Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons.
UNICREDIT: CONSOB AUTHORISATION TO PUBLISH THE PROSPECTUS
Following the press releases disseminated on 5 January 2010 and today, UniCredit announces that Consob has 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 (Giełda Papierów Wartościowych w Warszawie SA) of ordinary shares of UniCredit S.p.A, approved by the Extraordinary Shareholders' Meeting of 16 November 2009.
The authorisation to publish the Prospectus is valid in Italy and, following the procedure set forth in Article 11, paragraph 1, of the Issuers' Regulation, is valid in Germany and Poland. For the purposes of the procedure set forth in Article 11, paragraph 1, of the Issuers' Regulation, the Prospectus has been translated into English, and the Summary Note has been translated into German and in Polish.
The timetable of the offer announced on 5 January 2010 is confirmed and therefore the pre-emptive rights:
• must be exercised, and if not exercised will expire, from 11 January 2010 (included) to 29 January 2010 (included) in Italy and Germany, and from 14 January 2010 (included) to 29 January 2010 (included) in Poland; and
• will be traded on the MTA from 11 January 2010 to 22 January 2010 and on the Warsaw Stock Exchange from 14 January 2010 to 22 January 2010.
Pre-emptive rights that are not exercised on or before 29 January 2010 will be offered by UniCredit S.p.A. on the MTA, pursuant to Article 2441, paragraph 3, of the Italian Civil Code.
The Prospectus will be published and, therefore, available at Consob, at the registered office of UniCredit S.p.A. at Via A. Specchi, 16, Rome; at the General Management Office of UniCredit S.p.A. at Piazza Cordusio, 2, Milan; at the registered offices of UniCredit CAIB Poland S.A. at Emilii Plater, 53, 00-113 Warsaw, Poland; at Centralny Dom Maklerski Pekao S.A. at ul. Wołoska, 18, 02-675, Warsaw, Poland; at Bank Pekao S.A. at ul. Grzybowska, 53/57, 00-950, Warsaw, Poland; at UniCredit Bank A.G., Arabellastr., 12, 81925 Munich; at Borsa Italiana at Piazza Affari, 6, Milan; on the company's website at http://www.unicreditgroup.eu/; and on the website of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) at http://www.gpw.com.pl.
Milan, 7 January 2010
Media Relations: Tel. +39 02 88628236;
Investor Relations: Tel. + 39 02 88628715;
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 or in any other country. 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.
Any offer of the Shares will be made solely on the basis of the prospectus to be approved by Consob and to be notified to the German Financial Supervisory Authority and to the Polish Financial Supervision Commission.