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d.d. never occurred. Therefore, Zagreba�ka believes that the plaintiffs’ claims are groundless, as they
have not proven either the existence of the rights or the quantified damages. On November 16, 2003, at
the first hearing, the judge rejected the request by the plaintiffs, without dealing with the merit of the
litigation, declaring that the plaintiffs did not even have the legitimisation to act. The decision has been
appealed.
In relation to these proceedings, no provisions have been made.
GBS S.p.A.
At the beginning of February 2008, General Broker Service S.p.A. (GBS S.p.A.) initiated arbitration
proceedings against UniCredit S.p.A. aiming at declaring the behaviour of Capitalia S.p.A. and
subsequently UniCredit S.p.A. illegitimate with regards to the insurance brokerage relationship in effect
and allegedly deriving from the exclusive agreement signed in 1991, and furthermore to obtain
compensation for damages suffered, originally estimated at �121.7 million, then increased to �197.1
million.
The 1991 agreement, which included an exclusivity right, was signed by GBS S.p.A. and the former
Banca Popolare di Pescopagano e Brindisi. The bank, following the 1992 merger with Banca di Lucania,
became Banca Mediterranea, which was incorporated in 2000 in Banca di Roma S.p.A., which then
became Capitalia S.p.A. (currently UniCredit S.p.A.).
The brokerage relationship with GBS S.p.A., dating back to the 1991 contract, was then governed by (i)
an insurance brokerage service agreement signed in 2003 between GBS S.p.A., AON S.p.A. and
Capitalia S.p.A., whose validity was extended to May 2007, and (ii) a similar agreement signed in May
2007 between the aforementioned brokers and Capitalia Solutions S.p.A., on its own behalf and as proxy
for the banks and in the interest of the companies of the former Capitalia Group, including the holding
company.
In July 2007, Capitalia Solutions S.p.A., on behalf of the entire Capitalia Group, exercised its right of
withdrawal from the contract in accordance with the terms of the contract (in which it is expressly
recognised that, in the event of withdrawal, the banks/companies of the former Capitalia Group should not
be obliged to pay the broker any amount for any reason).
At the request of GBS, an expert witness report was ordered, whose results, both in terms of method and
calculations, have been disputed by UniCredit S.p.A..
In the award issued on November 18, 2009 UniCredit S.p.A. was sentenced to pay GBS S.p.A. a total
amount of �144 million, as well as legal costs and the costs of the expert opinion report. UniCredit S.p.A.,
deeming that the arbitrational ruling was groundless, presented an appeal, requesting the suspension of
the execution of the judgement. In the case that the request for suspension - once submitted following
the execution of the arbitration award, which has not occurred at the being - is not accepted, UniCredit
S.p.A. could be held to pay �144 million as well as other expenses, in pendency of the decision for the
appeal. Considering the development of the matter, a provision has been made for an amount consistent
with what currently appears to be the potential risk resulting from the award issued.
Deutsche Pfandbrief Bank (former Hypo Real Estate AG) and Hypo Real Estate International AG
against HVB
Until 2001, HVB was the parent company of a group that was consolidated for tax purposes. Each year it
paid the competent authority the taxes owed by the whole group and then recovered the amounts paid
from the individual companies.
Hypo Real Estate Bank AG (and Hypo Real Estate Bank International AG, merged into Hypo Real Estate
Bank AG), which belonged to said group, maintained the amount charged was excessive, and initiated
legal proceedings in the District Court of Munich.
In the judgment of April 29, 2008, the Court sentenced HVB to pay �75.5 million as well as interest and
expenses for a total amount of �116 million as at December 16, 2009.
HVB, on opinion of its legal counsel, believes that the plaintiffs’ request is groundless and is therefore
appealing the judgment of first instance.
2009 CONSOLIDATED REPORTS AND ACCOUNTS
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