The board of directors determines the conditions of the capital increase

7 January, the Board of Directors of UniCredit S.p.A. determined the conditions relating to the capital increase approved by the Extraordinary Shareholders’ Meeting of 16 November 2009.

Subject to the regulatory approvals referred to above, the capital increase will be carried out through the issuance of new ordinary shares with a nominal value of EUR 0.50 each and providing for regular beneficial ownership, to be pre-emptively offered to the holders of ordinary and savings shares of UniCredit S.p.A. at the price of EUR 1.589 per share, of which EUR 1.089 as share premium, at the ratio of 3 newly issued ordinary shares for every 20 ordinary and/or savings shares held.

As a result, a maximum of 2,516,889,453 new ordinary shares will be issued increasing the share capital by EUR 1,258,444,726.50, and the aggregate amount of the transaction, including share premium, will be equal to EUR 3,999,337,340.82.

The issue price of the new ordinary shares fungible with the ordinary shares of UniCredit S.p.A. traded on the MTA, on the regulated market (General Standard) of the Frankfurt Stock Exchange, and on the Warsaw Stock Exchange on the issue date – has been determined by the Board of Directors taking into account, inter alia, the current market conditions and implies a discount of approximately 29% with respect to the theoretical ex-right market price (TERP) of the ordinary shares of UniCredit, calculated in accordance with market standards, on the basis of the official price registered on the Exchange on 6 January 2010.

The offer is underwritten by a syndicate led by BofA Merrill Lynch and UniCredit Bank Milan as Joint Global Coordinators and Joint Bookrunners and composed by BofA Merrill Lynch together with Credit Suisse, Goldman Sachs International, Mediobanca and UBS Investment Bank acting as Joint Bookrunners and BNP PARIBAS, Nomura International Plc and Societe Generale acting as Co-Lead Managers. The syndicate members have committed, severally and not jointly, towards UniCredit to subscribe for any ordinary shares which will remain unsubscribed for at the end of the rights issue and of the following offer on the MTA pursuant to Article 2441, paragraph 3, of the Italian Civil Code.

In addition, certain shareholders have already committed to subscribe for shares in the context of the transaction.

Note

JSCB Ukrsotsbank was established in September 1990. At present, it is among the largest banks in Ukraine. The branch network (without the HQ) of the Bank comprises 447 offices — 440 branches and 7 affiliates. The number of employees — 9 500.

Financial summary, as of 1 October, 2009:

• loan portfolio – UAH 41.480 billion 
• net assets — UAH 44.273 billion 
• funds of legal entities deposited on thrift and current accounts — UAH 4.857 bln.
• funds of individuals — UAH 6.724 billion
• Bank capital — UAH 5.768 billion
• net profit — UAH 85 million

On 23rd of January 2008, UniCredit Group finalized the acquisition of 94,2% total shareholders capital of Ukrsotsbank from the group of investors that were represented by international consulting company EastOne (shareholders’ saler) through Bank Austria which is responsible for commercial banking activity in CEE.