UniCredit Bank AG

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financial risk management, advisory services for affluent customers and investment banking products for corporate customers. HVB Group has a developed network of branches in Germany via which it serves its customers. HVB is traditionally particularly strong in Bavaria and northern Germany with market shares of around 15% in Bavaria, and around 10% in Hamburg and Lower Saxony. HVB Group is well positioned in the German banking market, benefiting from the diversified total revenues of the Corporate & Investment Banking, Retail and Wealth Management divisions. In 2009, HVB adjusted its business model, in particular in the Corporates & Commercial Real Estate Financing and Markets & Investment Banking divisions, to cater to changes in the market. Therefore, HVB launched the new Corporate & Investment Banking division ("CIB") by merging the former Corporates & Commercial Real Estate Financing division with the Markets & Investment Banking division. The new division focuses more strongly on customers in all business sectors and their different requirements, and greater emphasis is placed on the customer relationship overall. Administrative, Management and Supervisory Bodies Like all German stock corporations, UniCredit Bank AG has a two-tier board system. The Management Board (Vorstand) is responsible for management and the representation of HVB with respect to third parties. The Supervisory Board (Aufsichtsrat) appoints and removes the members of the Management Board and supervises the Management Board's activities. The members of the Management Board and the Supervisory Board of HVB may be reached at its business address (UniCredit Bank AG, Kardinal-Faulhaber-Strasse 1, 80333 Munich, Germany). As of the date of this Registration Document, the composition of the Management Board and of the Supervisory Board of HVB and the functions and major activities performed by members of the Management Board outside HVB and the principal occupations of the members of its Supervisory Board are as follows: Management Board Name Areas of Responsibility Membership of Statutory Supervisory Boards in Germany outside HVB Group Peter Buschbeck Retail - Lutz Diederichs Rolf Friedhofen (until 31 May 2010) Heinz Laber Andrea Umberto Varese Corporate & Investment Banking Chief Financial Officer Human Resources Management, Global Banking Services Chief Risk Officer - Deutsche Schiffsbank AG, Bremen/Hamburg Köhler & Krenzer Fashion AG, Ehrenberg HVB Trust Pensionsfonds AG, Munich HVB Trust Pensionsfonds AG, Munich Dr Theodor Weimer Board Spokesman ERGO Versicherungsgruppe AG, Düsseldorf Andreas Wölfer Wealth Mangement (as of 1 April 2010 renamed Private Banking) - Supervisory Board Name Sergio Ermotti, Collina d'Oro, Chairman Peter König, Munich, Haar-Salmdorf, Deputy Chairman (1) Dr Wolfgang Sprissler, Sauerlach, Deputy Chairman Principal Occupation Deputy CEO of UniCredit S.p.A. Head of Corporate and Investment Banking & Private Banking Strategic Business Area Member of the Management Committee of UniCredit S.p.A. Employee of UniCredit Bank AG Former Board Spokesman of UniCredit Bank AG - 14 -
Gerhard Bayreuther, Neubeuern (1) Aldo Bulgarelli, Verona Beate Dura-Kempf, Litzendorf (1) Paolo Fiorentino, Milan Giulio Gambino, Unterschleißheim (1) Klaus Grünewald, Gröbenzell (1) Karl Guha, Milan Beate Mensch, Cologne (1) Dr Lothar Meyer, Bergisch-Gladbach Marina Natale, Uboldo Roberto Nicastro, Milan Panagiotis Sfeliniotis, Munich (1) Professor Hans-Werner Sinn, Gauting Jutta Streit, Augsburg (1) Michael Voss, Gröbenzell (1) Jens-Uwe Wächter, Himmelpforten (1) Dr Susanne Weiss, Munich (1) Representative of Employees Employee of UniCredit Bank AG Attorney and partner in law firm NCTM Employee of UniCredit Bank AG Deputy CEO of UniCredit S.p.A. Head of Global Banking Services Strategic Area Member of the Management Committee of UniCredit S.p.A. Employee of UniCredit Bank AG FB1 unit manager in the Bavarian division of Vereinte Dienstleistungsgewerkschaft Chief Risk Officer Member of the Management Committee of UniCredit S.p.A. Trade union secretary in the North Rhine-Westphalian division of ver.di-Vereinte Dienstleistungsgewerkschaft, unit 10 Former Chairman of the Management Board of ERGO Versicherungsgruppe AG Chief Financial Officer Member of the Management Committee of UniCredit S.p.A. Deputy CEO of UniCredit S.p.A. Head of Retail Strategic Business Area Member of the Management Committee of UniCredit S.p.A. Employee of UniCredit Direkt Services GmbH President of the ifo-Institute for Economic Research Employee of UniCredit Bank AG Employee of UniCredit Bank AG Employee of UniCredit Bank AG Attorney and partner in law firm Weiss, Walter, Fischer- Zernin As at the date of this Registration Document, there are no potential conflicts of interest between the duties to HVB of the above-mentioned members of the Management Board and members of the Supervisory Board of HVB and their private interests and/or other duties. Major Shareholders Following the completion of the squeeze-out, which took effect when entered in the Commercial Register at the Lower Court (Amtsgericht) in Munich on 15 September 2008, UniCredit is the sole shareholder of HVB. Selected Consolidated Financial Information The selected consolidated financial data presented below are derived from and should be read in conjunction with, the unaudited Interim HVB Group Financial Statements as of 31 March 2010. Publication of the Interim Report as at 31 March 2010 (unaudited) On 12 May 2010, HVB published its unaudited interim report as of 31 March 2010. The following statements are taken from this report. - 15 -
Page 1 and 2: This document constitutes a registr
Page 3 and 4: Statement of Changes in Shareholder
Page 5 and 6: enewed turmoil on the financial mar
Page 7 and 8: HVB Group is responsible for the re
Page 9 and 10: RESPONSIBILITY STATEMENT UniCredit
Page 11 and 12: Fitch's long-term credit ratings ar
Page 13: HVB's customers are divided into th
Page 17 and 18: Consolidated Income Statement and E
Page 19 and 20: economic crisis. This can be viewed
Page 21 and 22: claim against the customer to repay
Page 23 and 24: June 2007 (to assert alleged claims
Page 25 and 26: (Konzernanhang) - Auditor's Certifi
Page 27 and 28: Statement of Other Comprehensive In
Page 29 and 30: Liabilities NOTES 2009 2008 CHANGE
Page 31 and 32: (€ millions) CHANGE IN VALUATION
Page 33 and 34: (€ millions) 2009 2008 Cash and c
Page 35 and 36: Accounting and Valuation 1 Uniform
Page 37 and 38: - European-Office-Fond, Munich - So
Page 39 and 40: Among other things, the balance she
Page 41 and 42: Embedded derivatives Outside the po
Page 43 and 44: 10 Available-for-sale financial ass
Page 45 and 46: 15 Property, plant and equipment Pr
Page 47 and 48: Furthermore, shares held by other i
Page 49 and 50: Several changes were made to the se
Page 51 and 52: In the fourth quarter of 2009, we r
Page 53 and 54: Income statement of the Corporate &
Page 55 and 56: Income statement of the Wealth Mana
Page 57 and 58: 30 Employees, broken down by operat
Page 59 and 60: 35 Net other expenses/income (€ m
Page 61 and 62: Analysis of outstanding performance
Page 63 and 64: Net income from investments breaks
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German corporations are generally c
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The available-for-sale financial as
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The figures stated for loans and re
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(€ millions) 2009 2008 Loans and
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Breakdown of allowances for receiva
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54 Investment property The fair val
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Development of intangible assets (
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ISSUER TRANSACTION NAME UniCredit B
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63 Financial liabilities held for t
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The following table shows the break
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The cumulative actuarial gains reco
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Subordinated liabilities The borrow
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Other Information 73 Application of
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Positions retained from own securit
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Positions retained from own securit
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Positions held by fully consolidate
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76 Fair values of financial instrum
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Credit commitments and financial gu
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The following table shows the recon
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80 Statement of responsibility UniC
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84 Information on relationships wit
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Compensation of members of the Supe
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87 Offices Offices, broken down by
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89 Members of the Management Board
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Auditor’s Report We have audited
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Income (€ millions) 2009 2008 1 I
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Liabilities (€ millions) 31/12/20
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Investment securities are valued in
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Notes to the Balance Sheet Breakdow
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Marketable debt and equity securiti
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WRITE-UPS DURING FINANCIAL YEAR 5 D
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Participating certificates outstand
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Authorised capital increase YEAR AU
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Other Information Contingent liabil
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Derivative financial instruments De
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List of Executives and Outside Dire
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Supervisory Board NAME OCCUPATION P
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List of employees and outside direc
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Mortgage bonds outstanding and cove
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Loans and receivables used to cover
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Interest in arrears Interest in arr
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Auditor’s Report We have issued t
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The core capital ratio (Tier 1 rati
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Financial situation Total assets Th
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The corporate mood has again lighte
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Breakdown of credit exposure and co
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Liquidity risk The recovery of the
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Statement of Other Comprehensive In
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Liabilities NOTES 31/3/2010 31/12/2
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Change in valuation of financial in
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Notes to the Income Statement 3 Seg
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Income statement of the Retail divi
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Income statement of the Other/conso
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9 Net income from investments (€
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15 Held-to-maturity investments (
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21 Deposits from customers (€ mil
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27 Members of the Supervisory Board
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UniCredit Bank AG

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