GENERAL MEETING DRAFT - Bankier.pl

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There are pending lawsuits against UniCredit Spa and other UniCredit Group companies.
In many cases, there is substantial uncertainty regarding the outcome of the proceedings and the amount
of any possible losses. These cases include criminal proceedings, administrative proceedings by the
Supervisory Authority and claims in which the petitioner has not specifically quantified the penalties
requested (for example, in putative class action in the United States). In such cases, given the infeasibility
of predicting possible outcomes and estimating any losses in a reliable manner, no provisions are made.
However, where it is possible to reliably estimate the amount of possible losses and the loss is
considered likely, provisions are made in the financial statements based on the circumstances and
consistent with IAS international accounting standards.
To protect against possible liabilities that may result from pending lawsuits (excluding labour law, tax
cases or credit recovery actions), UniCredit Group has a provision for risks of charges of �1.3 billion as at
December 31, 2009. However, it is possible that this provision may not be sufficient to entirely meet the
legal charges and the fines and penalties requested in pending legal actions.
Therefore, it may occur that a negative outcome for said proceedings could have a harmful effect on the
financial situation of UniCredit Group.
The following is a summary of pending cases in which UniCredit Group is involved, and which have a
value of �100 million or greater. Tax, labour law and credit recovery cases are not included.
Action initiated against UniCredit S.p.A., its Managing Director and the Managing Director of HVB
(Hedge Fund Claim) and action initiated against Verbraucherzentrale (VzfK Claim)
In July 2007, eight hedge funds, (followed by various minority shareholders of HVB), submitted a writ of
summons to the Regional Court of Munich for compensation for damages allegedly suffered by HVB as a
consequence of certain transactions regarding the transfer of equity investments and business lines from
HVB (after its entry into UniCredit Group) to UniCredit S.p.A. or other UniCredit Group companies (and
vice versa). In addition, they argue that the HVB reorganisation cost should be borne by UniCredit S.p.A..
The defendants in the lawsuit are UniCredit S.p.A., its Managing Director, Alessandro Profumo, and the
former Managing Director of HVB, Wolfgang Sprissler.
The plaintiffs are seeking: (i) damages in the amount of �17.35 billion, plus interest; (ii) that the Munich
Court order UniCredit S.p.A. to pay HVB's minority shareholders appropriate compensation in the form of
a guaranteed regular dividend from November 19, 2005 onwards.
The defendants lodged their defence pleas with the Regional Court of Munich on February 25, 2008.
Furthermore, another minority shareholder of HVB, Vzfk – already owner of a non-significant shareholding
in the company capital - started legal proceedings that were substantially similar towards UniCredit
S.p.A., its CEO, Alessandro Profumo and the then CEO of HVB, Wolfang Sprissler (for an amount equal
to �173.5 million plus interest) and the Regional Court of Munich combined the mentioned proceedings to
that promoted by the hedge fund on July 29, 2009
The defendants, while aware of the risks that any such suit inevitably entails, are of the opinion that the
claims are groundless, given that all of the transactions referred to by the plaintiffs were carried out on
payment of consideration which was held to be fair on the basis of third-party advisors' opinions. As such,
no provision has been made.
2009 CONSOLIDATED REPORTS AND ACCOUNTS
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