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GENERAL MEETING DRAFT - Bankier.pl

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capital of Bank Austria Aktiengesellschaft & Co EDV Leasing OHG (a company that owns<br />

IT hardware assets in Austria used in leasing by UGIS), to which BA itself had in turn<br />

made a cash contribution of approximately €16.1 million.<br />

Following the above transaction, which took effect on May 1, 2009, UniCredit Bank AG and BA became<br />

shareholders of UGIS with stakes of 24.72% and 10.02% respectively, while the parent company retains<br />

a 65.26% stake.<br />

On the same date, HVB IS and WAVE were s<strong>pl</strong>it off and their respective activities were concentrated at<br />

the UGIS branch offices in Munich and Vienna. Subsequently, UGIS also acquired direct control of Bank<br />

Austria Aktiengesellschaft & Co EDV Leasing OHG, formerly held by WAVE.<br />

Moreover, in order to fully effect the rationalization of the ICT activities of the former Capitalia, the merger<br />

by incorporation into UGIS of its own wholly-owned subsidiary Kyneste S.p.A. was brought to com<strong>pl</strong>etion,<br />

also effective May 1, 2009, before carrying out the aforementioned integration of the ICT activities of<br />

UniCredit Bank AG and BA.<br />

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On January 1, 2009, in order to ensure optimal management and coordination of the medium/long-term<br />

individual home mortgage and consumer loan "production" activities, UniCredit Consumer Financing<br />

("UCFin") integrated UniCredit Banca per la Casa ("UBCasa"), a wholly owned subsidiary already<br />

specializing in the "residential mortgage" business, directly from UniCredit through a merger by<br />

incorporation as UCFin, constituting the pan-European competence center within the Group for the area<br />

of family financing.<br />

The combination is consistent with the new integrated management model for the mortgage and<br />

consumer loan businesses; this model was launched with the creation of a “household financing<br />

department” at the parent company.<br />

This approach will encourage the cross-selling of the products concerned and would make it possible to<br />

achieve operating synergies, especially in governance functions, as well as greater efficiency than the<br />

previous organizational/distribution model with the consequent rationalization of cost structures and<br />

sim<strong>pl</strong>ification of corporate structures.<br />

Since April 1, 2009, UCFin has therefore taken the new name of “UniCredit Family Financing Bank” to<br />

better represent the full range of its offering to the market and to strengthen its internal identity.<br />

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In order to give effect to the integration of the activities of granting salary guaranteed loans and pensions<br />

with delegation of payment, currently carried out both by UCFin and by its wholly-owned subsidiary<br />

Family Credit Network (formerly Fineco Prestiti), and to enable better management of risks and pursuit of<br />

cost synergies, the partial s<strong>pl</strong>it-off to UCFin of the "salary guaranteed loans" business line of Family<br />

Credit Network was brought to com<strong>pl</strong>etion on November 9, 2009. This business line is substantially<br />

represented by the assets, liabilities, resources, rights, obligations and, in general, all the subjective<br />

situations of a substantive nature involved in the investigation, disbursement and management of salary<br />

guaranteed loans and pensions with delegation of payment.<br />

2009 CONSOLIDATED REPORTS AND ACCOUNTS<br />

112

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