GENERAL MEETING DRAFT - Bankier.pl

Shareholders’ Meeting of October 25, 2006 to be null and void for formal reasons. The Court did not
express an opinion on the issue of the alleged inadequacy of the purchase price but expressed the
opinion that the BCA entered into between UniCredit S.p.A. and HVB should have been submitted to
HVB’s Shareholders' Meeting as it represented a "concealed" domination agreement.
HVB filed an appeal against this judgment since it is believed that the provisions of the BCA would not
actually be material with respect to the purchase and sale agreements submitted to the Extraordinary
Shareholders' Meeting of October 25, 2006, and that the matter concerning valuation parameters would
not have affected the purchase and sales agreements submitted for the approval of the shareholders'
meeting. HVB also believes that the BCA is not a “concealed” domination agreement, due in part to the
fact that it specifically prevents entering into a domination agreement for five years following the purchase
offer.
In essence, the HVB shareholder resolution could only become null and void when the Court’s decision
becomes final. In light of the duration of the appeal phase, which is currently underway, as well as the
ability to further challenge the second-instance judgment at the German Federal Court of Justice, we
estimate that it will take between three and four years for the final decision.
Moreover, it should be noted that in using a legal tool recognised under German law, and pending the
aforementioned proceedings, HVB asked the Shareholders' Meeting held on July 29 and 30, 2008 to
reconfirm the resolutions that were passed by the Extraordinary Shareholders' Meeting of October 25,
2006 (so-called Confirmatory Resolutions) and contested. If passed, these resolutions would make the
alleged improprieties irrelevant.
The Shareholders’ Meeting approved these resolutions, which, however, were in turn challenged by
several shareholders in August 2008. In February 2009, an additional resolution was adopted that
confirmed that adopted resolutions.
In the judgement of December 10, 2009, the Court rejected the voidance action. Several former
shareholders filed an appeal against this judgement, no date for oral hearing was set so far.
In light of the above events, the appeal proceedings initiated by HVB against the judgment of January 31,
2008 were suspended until a final judgment is issued in relation to the confirmatory resolutions adopted
by HVB’s Shareholders’ Meeting of July 29 and 30, 2008.
Voidance action challenging the squeeze-out of HVB minority shareholders (Shareholders’
Meeting of June 27, 2007)
The annual HVB Shareholders’ Meeting of June 27, 2007 authorised, inter alia, a resolution to transfer to
UniCredit S.p.A. the shares held by the minority shareholders in exchange for a cash settlement of �38.26
per share (a so-called squeeze-out).
More than 100 shareholders filed suits challenging this resolution asking the Court to declare it null and
void.
The Regional Court of Munich rejected the action on August 27, 2008. Various minority shareholders
have filed an appeal with the High Regional Court.
On June 19, 2009, the High Regional Court of Munich issued an order of consideration in which it
expressed its intention to reject the challenges without oral arguments and on August 27, 2009 rejected
the appeals. On the basis of the public documentation, it results that an appeal has been filed to the
German Federal Court of Justice against the decisions on the “squeeze-out” of the High Regional Court of
Munich and the Regional Court of Munich, such complaint was not accepted by the Constitutional Court
for decision.
The ruling of Munich Higher Regional Court re the squeeze-out out of former HVB-shareholders is final
and binding.
In the meantime, HVB, which believes that the lawsuits are clearly unfounded, filed an unblocking motion
in December 2007 asking the Court to grant clearance for the transfer resolution to be entered in the
Chamber of Commerce, notwithstanding the pending voidance action by the minority shareholders
against the resolution.
2009 CONSOLIDATED REPORTS AND ACCOUNTS
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