GENERAL MEETING DRAFT - Bankier.pl

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After the transaction in question, Family Credit Network will maintain not only the management of its own
distribution network of 40 agents and 80 brokers and the related marketing support activities, but also the
business of managing personal loans against pensions to non-retired persons from the agent companies
who are receiving pension treatment from the INPS.
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The project to implement a new management model for leasing operations, launched in June 2008 to
ensure better management and coordination of leasing activities at the global level, was brought to
completion in January 2009.
This project concluded with the business combination – effective January 1, 2009 – of UniCredit Global
Leasing with Locat (which then changed its name to “UniCredit Leasing”), and the allocation to the latter
(as the operating sub-holding company) of the activities of guiding, coordinating and controlling the
business concerned at the Group level in accordance with the parent company's guidelines, as well as
directly managing the business in Italy.
This structure will allow for a quicker and easier transition from the organization/distribution model
(characterized by a "non-homogenous" mix of companies located in different countries and overlapping
structures) to the new business management model focused on the creation of a global company that is
charged with managing the business in a uniform manner, optimizing the allocation of resources, and at
the same time leveraging the unique features of each country and/or specific business area.
In addition, this approach has laid the foundation for:
� a significant simplification in organization;
� the simplification of governance and key processes;
� a reduction in the number of legal entities (using, where possible, the model of the subholding
company’s foreign branches), thereby making the organizational structure more
streamlined and “flat,” and shortening reporting lines;
� a better transfer of best practices to facilitate the exchange of skills in the Group’s
complex leasing operations (including through the establishment of dedicated
“competence centers” managed in a uniform and coordinated manner).
� the ability to take advantage of a commercial strategy based on the “one face to
customers” model, which is specifically intended for the segment of vendor agreements
and cross-border leasing.
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In order to optimize and strengthen the leasing business in the Russian Federation market – particularly
with regard to the capital goods and motor vehicles sectors – the project of integrating the Group's two
leasing companies operating in Russia, OOO UniCredit Leasing (“ULR”), a wholly-owned subsidiary of
ZAO UniCredit Bank (“UBR”), and ZAO Locat Leasing Russia (“LLR”), a wholly-owned subsidiary of
UniCredit Leasing (“UCL”), was completed last November.
The integration was realized through a capital increase of ULR for RUR 1.5 billion (approximately
€34 million) set aside for UCL and paid for by the latter through the in-kind transfer of 100% of LLR and
the cash payment of approximately RUR 1.2 billion (approximately €28 million).
The transaction thus launched enabled UCL to achieve the target ownership structure of 60% (consistent
with the model adopted by the Group in the EEC zone countries which provides for the combined
presence of UCL, as majority shareholder, and the local banks, as minority shareholders, in the
shareholder structure of the leasing companies) and at the same time furnished ULR with an adequate
level of capitalization.