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Shareholders’
Agreement on
BA-CA‘s role within
UniCredit Group
Bank Austria Creditanstalt as
a holding company for CEE operations
When the business combination was announced, the new
bank’s overall strategy assigned Bank Austria Creditanstalt an
essential role as holding company for CEE operations. The
legal form of the company had to be brought in line with the
divisional organisation principles. For this purpose the so-called
“Basic Agreement”, which also includes the “Bank of the
Regions” contract, had to be adjusted. These agreements had
been concluded in 2000 between HypoVereinsbank, the then
Bank Austria, “Privatstiftung zur Verwaltung von Anteilsrechten”
(AVZ-Stiftung, a private foundation) and the “Betriebsratsfonds”
(Employees’ Council Fund) of Bank Austria. They contain
rules governing the functions of BA-CA within HVB
Group. Following the acquisition of HVB Group by UniCredit
Group, the contracting parties defined BA-CA’s future role
within UniCredit Group in a new contract in March 2006. The
contract period is ten years. After approval by AVZ-Stiftung
and by BA-CA Betriebsratsfonds, the agreement is subject to
approval by the respective boards of UniCredit, HypoVereinsbank
and BA-CA. The agreement includes the following
details:
� BA-CA will perform the sub-holding company function for
UniCredit Group’s operations in CEE. It will manage, within
UniCredit Group guidelines, the Group’s banking network in
this region, excluding Poland, which will be directly managed
by UniCredit. The responsibility for Turkey and Ukraine is subject
to further consideration.
� BA-CA will take over the banking subsidiaries and branches
of UniCredit and of HypoVereinsbank in this region.
� UniCredit Group is working on the future structure of its
worldwide investment banking activities. It is envisaged that
the Group’s operations in this area would be bundled to further
enhance their position in the market. If BA-CA’s investment
banking business is integrated in a newly created investment
banking unit of the Group, BA-CA will have a share in
the net profit generated by this unit.
� UniCredit Group’s asset management activities will be combined.
For this reason BA-CA will transfer its two subsidiaries
Capital Invest and Asset Management (AMG) to the Group’s
asset management unit.
� UniCredit Group creates clear, transparent structures with
a clear allocation of management responsibility. The shareholders
have agreed that the Austrian business may be transferred
to a separate bank for Austria – a wholly-owned subsidiary
of BA-CA – after the year end following the fifth
anniversary of the Agreement, maintaining the employment
18 With UniCredit to the First Truly European Bank
conditions of the transferred employees. The Group wants to
further reinforce its position on the Austrian market. Austria is
a core market of UniCredit Group.
� To maintain BA-CA’s status as an Austrian bank, the rights
of Betriebsratsfonds and AVZ-Stiftung – i.e. the private foundation
from which BA-CA emerged – as defined in BA-CA’s
Bye-laws will remain effective as long as the guarantee issued
by AVZ-Stiftung and the Municipality of Vienna on BA-CA’s liabilities
exists.
� The parties to the Agreement will reflect the new ownership
situation of BA-CA in its Supervisory Board, while ensuring
the representation of two members upon proposal of AVZ
until the tenth anniversary of the Agreement, and of one
member thereafter for the duration of the guarantee issued by
AVZ on all liabilities of BA-CA. The election of the new Supervisory
Board will be part of the agenda of the next ordinary
General Meeting of BA-CA, which will take place on 4 May
2006.
Implementation: integration under way
BA-CA’s integration into UniCredit Group is fully under
way. The introduction of the new Group structure will lead
to changes in ownership. Under the target structure, the
UniCredit holding company will hold direct interests in
Bank Austria Creditanstalt and in HVB.
In implementing the forthcoming integration steps in Austria
and CEE, we will use our comprehensive experience gained in
integration projects over the past years. This includes the
proven project management structures and the principles of
openness and transparency, best practice and objectivity, and
above all the priority given to customer business.
The integration into UniCredit Group will involve changes, also
within BA-CA, in the management structure and possible spinoffs
and sales in connection with divisional control. The structure
and business segments are already very similar to those of
UniCredit, even though differences in size
Similar business
enabled us to pursue a more integrated
profiles
strategy. The divisional structure is now
explicitly applied across the board, and “product factories” are
coordinated and bundled using best practice; this reflects the
Group’s new dimensions, unlocks synergies and creates added
value for our customers. We make an important contribution
to UniCredit Group and its customers in the areas of asset
management and investment banking, and especially through
our CEE expertise. And in doing so we can now offer a wider
range of products and services to our customers, reducing the
use of third-party products.