GENERAL MEETING DRAFT - Bankier.pl

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In the early months of 2009, the following measures - approved by the Board of Directors in October 2008
- were taken to strengthen company capital:
� The capital increase authorized by UniCredit’s Shareholders’ Meeting on 14 November 2008 was
carried out: in the period January 5-23, 2009 972,225,376 new ordinary shares were offered to
holders of UniCredit ordinary and savings shares, in the ratio of 4 ordinary shares for every 55
ordinary or savings shares held, at a unit issue price of €3.083 per share, with a premium of
€2.583.
� On February 23, 2009 - on conclusion of the period of offering of unexercised rights in the Bourse
- the capital increase was completed with the subscription by Mediobanca of 967,578,184
UniCredit ordinary shares, as per the guarantee agreement entered into by it whereby it
undertook to subscribe all the newly issued shares for which rights had not been exercised.
Almost all the shares subscribed by Mediobanca were used for an issue of financial instruments
known as CASHES.
� The capital increase of €2,997,370,834.21 - of which €486,112,688 was capital and
€2,511,258,146.21 share premium - was thus completed.
� Subsequently, on March 17, 2009, UniCredit’s Board of Directors resolved to submit a new issue
in the form of a scrip dividend pursuant to Article 2442 Italian Civil Code, using the reserve set
aside for the purpose when the appropriation of 2008 net profit was resolved.
� Consequently, on April 29, 2009 the Shareholders resolved in EGM to authorize a rights issue of
2,435,097,842 ordinary shares and 2,532,431 savings shares with a par value of €0.50 for a total
amount of €1,218,815,136.50, whereby 29 new ordinary shares were allotted for every 159
ordinary shares held and seven new savings shares every 60 savings shares held. These
shares were made available to shareholders on May 21, 2009 (listed ex-dividend as from May
18, 2009).
In order to keep our capital ratios in line with those of our peers in Europe and elsewhere, thus ensuring
that the Group is favorably positioned in the market and able to take advantage of economic growth in the
future, on 16 November 2009 the Shareholders’ resolved in EGM
� to increase company capital by a maximum of €4 billion including any share premium by issuing
ordinary shares cum dividend with a par value of €0.50 in the form of a rights issue to holders of
ordinary and savings shares pursuant to Art. 2441 Italian Civil Code and
� to vest in the Board of Directors all necessary powers for setting the methods and terms of the
rights issue, including specifically - shortly before the public offering and on the basis of then
current market conditions - the subscription price including the share premium and thus the
number of shares to be issued and the ratio whereby the rights would be allotted to shareholders.
2009 CONSOLIDATED REPORTS AND ACCOUNTS
120