GENERAL MEETING DRAFT - Bankier.pl

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In January 2009, the process of integrating all activities carried out in the "operations" area by the Group
in Austria, Germany, Italy, the Czech Republic and Romania was completed.
The goal of this integration was to create a joint operating platform for the Group’s banks worldwide that
will further the exchange of key expertise and professional skills. It was also aimed at establishing a
model for action and a single approach with a focus on better risk controls with the proper balance
between “cost and quality”.
In December 2008, UCBP undertook a capital increase totaling €131.6 million (including €129 million in
additional paid-in capital) which was paid for, pursuant to Article 2441 para. 4 and Article 2343 of the Civil
Code, in the amount of €50.8 million by HVB (which changed its name at the end of 2009 to “UniCredit
Bank AG”) through the transfer of its “Back Office” division, and in the amount of €80.8 million by
UniCredit Bank Austria (“BA”) through the transfer of its 100% stakes in UniCredit Business Partner
GmbH (formerly BA-CA Administration Services GmbH) and UniCredit Business Partner s.r.o. (formerly
Banking Transaction Services s.r.o.). Following the above transaction, which took effect on January 1,
2009, UniCredit Bank AG and BA became shareholders of UCBP with stakes of 18.11% and 28.81%
respectively, while the parent company retains a 53.07% stake.
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The project was furthered in order to bring together into a single company, known as UGIS, the ICT
activities pursued by UniCredit Bank AG and BA through their respective subsidiaries, HVB Information
Services GmbH (hereinafter “HVB IS”) and WAVE Solutions Information Technology GmbH (hereinafter
“WAVE”).
The construction of a shared ICT services pole for the Group at the international level will allow the
optimization of the exchange of key skills and professional expertise and will foster the creation of a "full
service" model for customers at a high quality standard and competitive cost.
The additional objectives that the Group expects to achieve through the project, in keeping with those
pursued in the integration of the back office operations, are to:
� facilitate governance of the ICT activities, concentrating responsibility for them under a
single legal entity;
� maintain the most successful cost model, based on increased cost stability and
predictability, by promoting cost consciousness and thus a greater commitment to IT
efficiency;
� maintain the current level of service quality, so as to foster business processes and keep
risks under control as far as possible;
� support the geographic distribution with the right level of modularity, scalability and
automated supports;
� reduce the management complexity of such a broad scope, promoting standardization of
assets, processes, tools and practices.
To push the project forward, the UGIS extraordinary shareholders' meeting of April 3, 2009 passed
resolutions in favor of two different capital increases reserved for UniCredit Bank AG and BA for a total of
€135.3 million (including €52.8 million in additional paid-in capital) which was paid for, pursuant to Article
2441 para. 4 and Article 2343 of the Civil Code, in the amount of:
� €96.3 million (including €37.6 million as additional paid-in capital) by UniCredit Bank AG
through the transfer of its 100% stake in HVB IS, the capital base of which UniCredit Bank
AG had previously increased through transfers of own IT assets and cash contributions of
approximately €12.0 million;
� €39.0 million (including €15.2 million as additional paid-in capital) by BA through the
transfer of its 100% stake in WAVE, to which BA had previously transferred 100% of the