Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons.
CAPITAL INCREASE OF UNICREDIT: COMPLETION OF THE SUBSCRIPTION PERIOD
The rights offering relating to the capital increase of UniCredit S.p.A. approved by the Extraordinary Shareholders' Meeting held on 16 November 2009 has been completed.
During the subscription period (from 11 January 2010 to 29 January 2010 in Italy and Germany, and from 14 January 2010 to 29 January 2010 in Poland) no. 2,472,338,679 new UniCredit ordinary shares have been subscribed for, equal to 98.23% of the shares offered in the rights offering. These figures may be rectified depending on the number of subscription which may be withdrawn, if any, exercised by today, 4 February, 2010, in connection with the public offering in Poland and Germany, as indicated in the press release issued on 1 February 2010.
Rights which remained unexercised during the subscription period and option rights resulting from subscription withdrawals, if any, will be offered on the Italian Stock Exchange pursuant to article 2441, third paragraph, of the Italian Civil Code. UniCredit will issue a separate press release informing the market of the timetable of the offer on the Italian Stock Exchange and of the number of option rights offered.
The offer is underwritten by a syndicate led by BofA Merrill Lynch and UniCredit Bank Milan as Joint Global Coordinators and Joint Bookrunners and composed by BofA Merrill Lynch together with Credit Suisse, Goldman Sachs International, Mediobanca and UBS Investment Bank, acting as Joint Bookrunners, and BNP PARIBAS, Nomura International Plc and Société Générale acting as Co-Lead Managers. The syndicate members have committed, severally and not jointly, vis-à-vis UniCredit to subscribe for any ordinary shares which will remain unsubscribed for at the end of the offer on the Italian Stock Exchange.
The Prospectus is available 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 Spolka Akcyjna 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 Issuer'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, 04 February 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.