Prospectus - Notowania

The Shares subscribed by the end of the stock exchange offer on the MTA, will be made available to
the assigns via the authorized brokers who are members of the Monte Titoli, Clearstream or NDS
centralized management system, by the tenth stock market trading day after the last deadline for
exercising the option rights acquired during the offer on the MTA, as per Article 2441.3 of the Italian
Civil Code.
Diluting effects
In the event of failure to fully exercise the option rights due to them and fully subscribe the Capital
Increase, the shareholders who do not subscribe the portion due to them will suffer a maximum
dilution of their investment, in percentage terms on the share capital, of 13.04%.
Reasons underlying the Offer under Option and use of the proceeds
The Capital Increase is aimed at enhancing the UniCredit Group’s asset endowment for the purpose of
raising the equity ratios to the level of those of the best competitors in the international and European
context, at the same time guaranteeing the Group the possibility of positioning itself in a favourable
manner on the market and seizing the opportunities deriving from future economic growth.
Even though the results of the tests carried out lead one to believe that the current asset endowment
should permit the Group to ensure observance of the current minimum regulatory requirements also in
the event of a so-called stressed scenario, the increase in the equity ratios consequent to the proposed
transaction would permit the Group to bring forward the alignment with the most stringent requisites
which the competent authorities deemed to set at the time of review of the regulations defined by the
Basel II agreements, as well as meet the expectations of the rating agencies.
Specifically, the expected impact of the Capital Increase on the Core Tier 1 Ratio and the Tier 1 Ratio
(net of estimated costs for the transaction) is equivalent to an increase of 85 basis points calculated on
the values as at September 30, 2009.
Subscription and guarantee commitments
Several shareholders of the Company (Fondazione Cassa di Risparmio di Torino, Fondazione
CRTrieste, Privatstiftung zur Verwaltung von Anteilsrechten, Fondazione Cassa di Risparmio di
Modena, Carimonte Holding S.p.A., Libyan Investment Authority, Central Bank of Libya, Allianz SE,
Allianz S.p.A., RB Vita S.p.A. and Allianz Investment Management Paris) have expressed their
commitment, in relation to the Company, to subscribe a portion of the Shares as part of the Capital
Increase.
Moreover, Merrill Lynch International, Credit Suisse Securities (Europe) Limited, Goldman Sachs
International, Mediobanca and UBS Limited, as well as BNP PARIBAS, Nomura International Plc
and Société Générale, have undertaken the commitment vis-à-vis UniCredit to subscribe, separately
and without any joint and several restriction, to any Shares which may remain unsubscribed at the end
of the Offer and the subsequent stock market offer carried out in accordance with Article 2441.3 of the
Italian Civil Code up to the maximum total amount of €4 billion.
For further details regarding the terms and conditions of the subscription and guarantee commitments,
reference should be made to the Second Section, Chapter 5, Paragraph 5.4.3.
(D) Significant accounting and financial information
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