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Prospectus - Notowania

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(a) Risks relating to the available nature and volatility of the Shares;<br />

(b) Guarantee commitments and risks associated with the partial execution of the capital<br />

increase;<br />

(c) Risks associated with the performance of the option rights market;<br />

(d) Diluting effects;<br />

(e) Exclusion of the markets on which the Offer is not permitted.<br />

(B) Information on the Issuer<br />

The Issuer<br />

The Issuer is a joint-stock company founded in Genoa, Italy under private deed drawn up on April 28,<br />

1870, with a duration until December 31, 2050, registered offices in Via A. Specchi 16, Rome, Italy<br />

and Head Offices in Piazza Cordusio 2, Milan, Italy, enrolled in the Rome Companies’ Register under<br />

No. 00348170101. The Issuer is also enrolled in the Register of Banks and is the parent company of<br />

the UniCredit Banking Group, enrolled in the Register of Banking Groups, No. 3135.1, and is a<br />

member of the Interbank Guarantee Fund.<br />

Issued share capital<br />

As of the Date of the <strong>Prospectus</strong>, the Issuer’s share capital, fully subscribed and paid in, amounted to<br />

€8,389,869,514.00, divided up into (i) 16,755,500,045 ordinary shares with a par value of €0.50 each<br />

and into (ii) 24,238,983 savings shares with a par value of €0.50 each.<br />

Corporate purpose<br />

Pursuant to Section 4 of the Articles of Association, the purpose of the Bank:<br />

“is to engage in deposit-taking and lending in its various forms, in Italy and abroad, operating<br />

wherever in accordance with prevailing norms and practice. It may execute, while complying with<br />

prevailing legal requirements, all permitted transactions and services of a banking and financial<br />

nature. In order to achieve its corporate purpose as efficiently as possible, the Bank may engage in<br />

any activity that is instrumental or in any case related to the above. The Bank, in compliance with<br />

current legal provisions, may issue bonds and acquire shareholdings in Italy and abroad”.<br />

History and growth of the Issuer and the Group<br />

UniCredit (formerly Unicredito Italiano S.p.A.) and the Group of companies with the same name<br />

which the latter heads up came about as a result of the merger, in October 1998, between the then<br />

Credito Italiano S.p.A., founded in 1870 under the name of Banca di Genova, and Unicredito S.p.A.,<br />

the latter the holding company which held the controlling equity investments in Banca CRT, CRV and<br />

Cassamarca. As a result of this merger, the Credito Italiano Group and the Unicredito Group pooled<br />

the strength of their respective products and the complementary nature of the geographic coverage for<br />

the purpose of more effectively competing on the banking and financial services markets both in Italy<br />

and in Europe, thereby creating the UniCredit Group.<br />

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