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Special Representative
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Part E – Information on risks and related risk management policies
On June 27, 2007, the HVB annual Shareholders’ Meeting passed a resolution for a claim of damages
against UniCredit S.p.A., its legal representatives, and members of HVB's management board and
supervisory board, citing damages to HVB due to the sale of the its equity investment in BA and the
Business Combination Agreement (BCA) entered into with UniCredit S.p.A. during the integration
process. The attorney Thomas Heidel was appointed as Special Representative by a shareholders’
resolution voted on by the minority shareholders with the task of verifying if there are sufficient grounds to
move forward with this claim. To this end, the Special Representative was granted the authority to
examine documents and obtain further information from the company.
Based on his investigations within HVB, in December 2007, the Special Representative asked UniCredit
S.p.A. to restore the purchased BA shares to HVB.
In January 2008, UniCredit S.p.A. replied to the Special Representative, stating that, in its view, such a
request was unfounded.
On February 20, 2008 Attorney Heidel, acting as Special Representative, filed a petition against UniCredit
S.p.A., its Managing Director, Alessandro Profumo, the former Managing Director of HVB, Wolfgang
Sprissler and HVB's Chief Financial Officer, Rolf Friedhofen, requiring the defendants to return the BA
shares to HVB along with compensation to HVB for any additional losses in the matter or, if this petition is
not granted by the Munich Court, to pay �13.9 billion in damages.
On July 10, 2008, Attorney Heidel filed and gave notice of an amendment to the petition. In it he asks that
UniCredit S.p.A., its Managing Director, and HVB’s former Managing Director and Chief Financial Officer
be ordered to return the additional amount of �2.98 billion (plus interest) in addition to damages that may
result from the capital increase resolved by HVB in April 2007 following the transfer of the banking
business of the former UBM to HVB. Specifically, the Special Representative asserts that the transfer was
overvalued and that auditing rules were violated.
Since it is doubtful that the amendment of the Special Representative’s petition is in line with the
resolution of the HVB Shareholders’ Meeting in June 2007, UniCredit S.p.A. considers the plaintiff’s
claims to be unfounded, partly in consideration of the fact that both the sale of BA and the transfer of the
operations of the former UBM during the HVB capital increase occurred on the basis of independent
assessments (fairness opinions and valuation reports) of well-known External Auditors and investment
banks, thus, it has not made any provisions.
It should be noted that on November 10, 2008, an extraordinary meeting of HVB shareholders’ was held
and resolved to revoke the resolution of June 27, 2007, consequently, Attorney Heidel was removed as
HVB’s Special Representative. This means that the Special Representative no longer has the authority to
prosecute the actions brought against UniCredit S.p.A., its officer, or HVB's officers, unless the resolution
is declared null or ineffective. In particular, the removal prevents the Special Representative from
continuing his petition for damages, which, moreover, will not disappear automatically, but rather only if a
decision in this matter is made by HVB’s supervisory board (against Wolfgang Sprissler and Rolf
Friedhofen) and the management board (against UniCredit S.p.A. and its Managing Director). HVB’s
Statutory Bodies, with the assistance of external consultants, initiated a review of this complex matter to
make the related decisions under their authority.
The removal of the Special Representative was contested by Attorney Heidel and by a minority
shareholder. On August 27, 2009 the Regional Court of Munich declared the Special Representative’s
removal null. However the decision is not yet final and binding, in that an appeal is pending with the High
Regional Court of Munich.
On June 2, 2009 the Regional Court of Munich decided to suspend arguments on the Special
Representative’s petition until a final decision is made on the validity of the appointment and subsequent
removal of the Special Representative.