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The board of directors determines the conditions of the capital increase

22.01.2010

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, interalia, 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

Ukrsotsbank is one of the largest universal banks of Ukraine, operating in the local market since 1990. The bank offers full range of services to individuals and corporate clients.

The renovated Ukrsotsbank emerged on 31 October 2016 as a result of strategic deal whereby 99.9% of Ukrsotsbank shares have been transferred from UniCredit Group to ABH Holdings S.A. (АВНН) in exchange for a minority 9.9% stake in ABHH. Thus, the bank has combined 26-year-old traditions of Ukrsotsbank’s client-centric attitude, European quality of service inherent to UniCredit, as well as international banking expertise of ABHH in a number of European countries including CIS. Thanks to the successful synthesis and synergy of the two assets of ABHH in Ukraine, Ukrsotsbank and Alfa-Bank, the banking market of Ukraine will see the rise of a new stronger financial institution. This, in turn, will spur up technological advance, increase efficiency, improve quality of service for the clients, reduce cost of banking services whereas their range will inevitably expand.

The extensive retail network of Ukrsotsbank consists of 237 branches, its headcount reaching nearly 5 thousand employees.


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