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Rights offering in favour of holders of ordinary and savings shares - Offer on the Italian Stock Exchange of the unexercised option rights

Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons.

 

RIGHTS OFFERING IN FAVOUR OF HOLDERS OF ORDINARY AND SAVINGS SHARES
OFFER ON THE ITALIAN STOCK EXCHANGE OF THE UNEXERCISED OPTION RIGHTS

 


Notice published pursuant to Article 89 of CONSOB Regulation no. 11971 of May 14, 1999, as amended

 

 

UniCredit S.p.A. announces that during the subscription period (from January 11, 2010 to January 29, 2010 in Italy and Germany, and from January 14, 2010 to January 29, 2010 in Poland) 2,472,338,679 new UniCredit ordinary shares have been subscribed for, equal to 98.23% of the shares offered in the rights offering and confirms that no subscriptions were withdrawn with respect to the public offers in Poland and Germany.


The 297,005,168 option rights that were unexercised at the end of the subscription period (the "Rights") (giving the right to subscribe for 44,550,774 UniCredit ordinary shares), will be offered on the Mercato Telematico Azionario, the Italian screen-based trading system organised and managed by Borsa Italiana S.p.A., pursuant to Article 2441, third paragraph, of the Italian Civil Code, by UniCredit Bank A.G., Milan Branch during the trading sessions of February 8, 9, 10, 11 and 12, 2010. All the Rights will be offered during the first trading session. Any remaining Rights following the first day of trading will then be offered in subsequent trading sessions.


The Rights will be made available to purchasers through authorised intermediaries holding accounts with Monte Titoli S.p.A. and will grant the right to subscribe for newly-issued UniCredit ordinary shares at a price of Euro 1.589 per share based on a subscription ratio of 3 new UniCredit ordinary shares for every 20 Rights held. New UniCredit shares must be subscribed for by no later than February 15, 2010.
Shares that have been subscribed for will then be made available through authorised intermediaries holding accounts with Monte Titoli S.p.A. within ten trading days following the last available date for exercising the Rights purchased during the offer on the Italian Stock Exchange.


The offer is underwritten by a syndicate led by BofA Merrill Lynch and UniCredit Bank A.G., Milan Branch 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 Akcyjma 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, 05 February 2010

 

 

Enquiries:

Media Relations: Tel. +39 02 88628236;
e-mail: MediaRelations@unicreditgroup.eu

Investor Relations: Tel. + 39 02 88628715;
e-mail: InvestorRelations@unicreditgroup.eu

 

 

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.