RB-W 83: REPORT OF THE BOARD OF DIRECTORS OF UNICREDIT S.P.A.
Firma: UniCredit S.p.A.Spis treści:
1. RAPORT BIEŻĄCY
2. MESSAGE (ENGLISH VERSION)
3. INFORMACJE O PODMIOCIE
4. PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
Spis załączników:
| KOMISJA NADZORU FINANSOWEGO | |||||||||||
| | Raport bieżący nr | 83 | / | 2009 | |||||||
| Data sporządzenia: | 2009-10-21 | ||||||||||
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| UniCredit | |||||||||||
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| REPORT OF THE BOARD OF DIRECTORS OF UNICREDIT S.P.A. | |||||||||||
| Podstawa prawna | |||||||||||
| § 56 ust. 2 RO - przyjęcie budżetu na nowy rok budżetowy | |||||||||||
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| REPORT OF THE BOARD OF DIRECTORS OF UNICREDIT S.P.A. (drafted pursuant to article 72 and Schedule 3A of the Issuers’ Regulation – CONSOB resolution no. 11971 of 14 May 1999, as amended and integrated) 29 September 2009 Report of the Board of Directors of UniCredit S.p.A. on the proposal of a cash capital increase pursuant to article 2441, first, second and third paragraph, of the Italian Civil Code in accordance with article 72 and Schedule 3A, of the Issuers’ Regulation – CONSOB resolution no. 11971 of 14 May 1999, as amended and integrated Capital increase by way of contribution in cash for a total maximum amount of EUR 4,000,000,000, including any share premium, to be carried out in one or more tranches, through the issuance of ordinary shares providing for regular beneficial ownership to be preemptively offered to existing shareholders holding ordinary shares and to holders of saving shares of the company, pursuant to article 2441 of the Italian civil code; related and subsequent resolutions. Dear Shareholders, We have convened this Extraordinary Shareholders’ Meeting of UniCredit S.p.A. (the “Company") to resolve upon the proposal of a paid-in capital increase up to a maximum total amount of EUR 4,000,000,000, including any share premium, to be carried out in one or more tranches, by no later than 30 June 2010 through the issuance of ordinary shares at a price to be determined by the Board of Directors shortly prior to the launch of the public offering, as described in this Report. The newly issued shares shall be pre-emptively offered to ordinary shareholders and to the holders of saving shares of the Company, pursuant to article 2441 of the Italian civil code. This Report is intended to describe the purposes of this transaction and the proposals related to today’s agenda, in accordance with the provisions of article 72 and Schedule 3A, of the Issuers’ Regulation – CONSOB resolution no. 11971 of 14 May 1999, as amended and integrated, as well as article 3 of the Ministerial Decree No. 437/98. 1. DESCRIPTION OF THE TRANSACTION AND PURPOSES 1.1 Purposes of the proposed transaction The proposed capital increase is meant to strengthen the UniCredit Group’s (the “Group") capital position in order to increase the capital ratios to the same level of the main European competitors in the international and European context, ensuring that the Group is capable to favourably position itself on the market and take advantage of the opportunities deriving from future economic growth. Indeed, the proposed transaction would enable the Group to strengthen its capital ratios (proforma as at 30 June 2009) which would stand at 7.65%, with regard to the Core Tier 1 ratio, and 8.46%, with regard to the Tier 1 ratio, in line with the capital ratios of the main European competitors. In addition, even though the results of the tests carried out would lead to believe that the current capital resources would allow the Group to meet the current minimum regulatory requirements also in case of a so-called distressed scenario, the increase of the capital ratios resulting from the envisaged transaction would enable the Group to meet in advance the more stringent requirements that the relevant authorities might set forth when reviewing the regulatory provisions set by the Basil II agreements as well as the expectations of the rating agencies. Finally, the proposed transaction is made possible by the improved performance of the equity markets, as evidenced by the number of share capital increase transactions carried out by companies in the international financial sector. 1.2 Effects on capital and finance As mentioned, the capital increase would allow the Group to strengthen its capital ratios (Core Tier 1 ratio and Tier 1 ratio), in line with those of its main European competitors. The following table shows the pro-forma impacts of the capital increase on capital ratios – which, as mentioned, would be equal to a total aggregate amount of EUR 4,000,000,000, including share premium – with reference to data as of 30 June 2009. Capital ratios UniCredit Group 30/06/2009 UniCredit Group 30/06/2009 Pro-forma Core Tier 1 Ratio 6.85% 7.65% Tier 1 Ratio 7.66% 8.46% Total Capital Ratio 11.33% 12.13% The following are the main capital and economic indicators included in the financial statements related to the first half of 2009. As of June 2009, client deposits amounted to EUR 382 billion compared with Euro 389 billion as of December 2008. Such decrease is offset by a simultaneous increase in the number of outstanding Securities, increased to EUR 209 billion from EUR 202 billion as of the last financial year. Loans and receivables to customers fell to EUR 585 billion, showing a decrease compared with last December. Such decrease, in line with the decrease of the entire banking sector, was affected, on one side, by the drop in the demand for loans by families and, on the other, by a greater caution by the Group on granting requested credit. At the same time, the deepening of the crisis over the course of 2008 and 2009, resulted in a worsening of credit quality. As a whole, the gross impaired loans were 8.10%, compared with 6.56% of the previous year. Such increase is mainly due to an increase in the non performing loans (sofferenze nette), increasing to 5.04% (4.52% at the end of 2008), while the coverage ratio was equal to 64.2%, slightly increasing compared to the figure at the end of 2008 (63.6%). With reference to the overdue amounts (incagli), instead, the ratio over total credits increased from 1.40% in the previous period to 1.88% (with a coverage ratio of 31.7% compared with 31.0% in the previous year). With regard to the economic performance data, in the first half of 2009, the Group generated a net profit equal to EUR 937 million, approximately Euro 2 billion less compared with the same period of the previous financial year, but showing a good operating performance. Such result was mainly due to the positive performance of the Markets & Investment Banking division (MIB; merged into the Corporate & Investment Banking Division), which benefited from the normalisation of the financial markets and the positive trend in interest rates, but was offset by a reduction in the performance of the Commercial Banking area, due both to a fall in the profitability and the increased allocations for credit risk due to the deterioration of the economic framework, as well as to lower profits from investments, increased restructuring costs and heavier tax burdens. In particular, the operating profit, equal to EUR 6.6 billion, increased by 16.8% compared with the first half of 2008, driven by the performance of the MIB division, with a profit of EUR 1.2 billion compared with the loss of approximately EUR 300 million in the first half of 2008. The Commercial Banking recorded lower profits compared with the last financial year. In particular, Retail Banking (-20.8%, EUR 1.7 billion), Private Banking (-28.2%, EUR 155 million) and Poland Markets (-22.3%, at constant exchange rates, EUR 361 million), while Corporate Banking (+2.2%, Euro 2.2 billion) and CEE (+51% at constant exchange rates, EUR 1.4 billion) recorded growing profits. In relation to operative expenses, the first half showed a general reduction in all of the Group’s divisions across geographies. In particular, the Group had operating costs for EUR 7,690 million, decreasing by EUR 671 million (-8%) compared with the same period of the previous financial year (-4.9% on a like-for-like basis). In Western Europe, this reduction was due to the stringent caution on costs and the actions aimed at achieving greater internal efficiencies, together with a decrease in the variable component of salaries. On the contrary, in Central Eastern Europe this reduction was due to a decrease in personnel. On the whole, the Cost/Income ratio of the Group improved from 59.5% of the first six months of 2008 to 53.7%. With reference to the foreseeable management evolution, notwithstanding the fact that the second quarter has shown upswing signals, it is expected that 2009 will be affected by the effects of the financial crisis and by a slowdown of the activity in Europe. In addition, the money market is characterized by on all-time low interest rates as a consequence of the “quantitative easing" policies implemented by the Central Banks. In Central-Eastern Europe, it is expected that the profitability of the banking systems will remain under pressure from the persisting effects of the financial crisis. The main indicators lead to believe that many countries of the area may experience negative economic growth during 2009 and, for some countries – those more exposed to the international crisis (Baltic countries, Hungary, Bulgaria and countries of the Western Balkans) - also during the course of 2010. Notwithstanding the fact that the capacity of the sector to generate margins remains sound, the impact of the worsened quality of credit will materially affect the sector’s profitability. The cost of risk should reach its peak during 2009, remaining rather high in 2010. The banking sector of the region could also experience some changes in the competitive environment, with a more important role of the State in the banking system and new potential players. In this context, the Interest Margin is expected to fall both as a consequence of the reduction of loan volumes and of the lower profitability of the deposits. On the contrary, the Service Margin could benefit from the improved conditions of the financial markets which favour the demand for investment services by customers. The operative costs will continue to benefit from the actions aiming at achieving efficiency, started in the first part of the year, and of the stringent control over the administrative expenses. The credit quality will continue to be influenced by the difficult macro-economic context with the cost of risk remaining at higher levels compared to those observed “through the cycle". 1.3 Capital increase transaction As mentioned, the proposed capital increase, approved by the Board of Directors of the Company on 29 September and presented today to the Extraordinary Shareholders’ Meeting, would be executed through the issue of ordinary shares with a nominal value of EUR 0.50 each, to be preemptively offered to the ordinary shareholders and holders of saving shares of the Company, pursuant to article 2441, first, second and third paragraph, of the Italian civil code. Such capital increase would be carried out through a contribution in cash in a total maximum amount of EUR 4 billion, including any share premium, and would be executed, in one or more tranches, by 30 June 2010. 1.3.1. PRICE CALCULATION: CRITERIA On 29 September 2009, the Board of Directors agreed to propose at the Extraordinary Shareholders’ Meeting that the issue price of the new shares be determined by the Board of Directors itself with reference to the theoretical ex-right price (TERP) of UniCredit’s ordinary shares, calculated in accordance with the current standards on the basis of the official price registered on the Stock Exchange on the trading day prior to the date of such calculation and, potentially, discounted by an amount to be determined by the Board of Directors itself on the basis of the prevailing market conditions at the time of the actual launch of the capital increase. The issue price of each ordinary share may obviously not be lower than its nominal value (EUR 0.50) and, therefore, in theory, the maximum number of shares which may be issued is equal to 8,000,000,000. Following the calculation of the subscription price (including share premium) the Board of Directors will determine the maximum number of shares to be issued and the option ratio taking into account the number of treasury shares held by UniCredit at the time of execution of the capital increase. It should be noted that, as of the date of this Report, UniCredit holds a low amount of treasury shares, equal to 476,000 ordinary shares, dedicated to the subscription rights allotted to the Group’s Management. 1.3.2. UNDERWRITING SYNDICATE Bank of America Merrill Lynch, Credit Suisse, Goldman Sachs International, Mediobanca and UBS Investment Bank have committed to underwrite, on standard terms and conditions for this type of transaction, the total value of the capital increase up to EUR 4 billion, or such number of new shares which remain unsubscribed at the end of the auction. 1.3.3 AUTHORISATIONS BY RELEVANT AUTHORITIES The proposed transaction is subject to the authorisation of the relevant Authorities. In particular, an application shall be submitted to Bank of Italy in order to receive its assessment order (provvedimento di accertamento) on the amendments to the by-laws of the Company concerning the capital increase, pursuant to article 56 of Legislative Decree No. 385 of 1 September 1993 (the “Consolidated Banking Law"). Moreover, the execution of the capital increase described in this Report will require, pursuant to articles 93-bis and following of Legislative Decree No. 58 of 24 February 1998 (the “Consolidated Financial Law") and the relevant regulatory provisions, the publication of an offering and listing prospectus, drafted in accordance with the forms set out by EU Regulation 809/2004 and subject to approval by CONSOB. The above mentioned prospectus may also benefit from the provisions on prospectuses passporting in connection with a possible public offering in the other EU Member States. In this respect, you are reminded that the ordinary shares of UniCredit are listed, in addition to the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A, on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and the Warsaw Stock Exchange (Gielda Papierów Wartościowych w Warszawie SA). 1.3.4 PRIVATE PLACEMENT No private placement of the shares is contemplated. 1.3.5 SHAREHOLDERS WHO EXPRESSED THEIR INTENTION TO SUBSCRIBE As of the date this Report, none of the shareholders informed the Company of their intention to subscribe for the shares to be issued. 1.3.6 ESTIMATED TIMING FOR THE EXECUTION OF THE TRANSACTION It is envisaged that, subject to obtaining the prior authorisations by the relevant Authorities the offer of the new ordinary shares to the shareholders on a pre-emptive basis may be executed in the first quarter of 2010. 1.3.7 DATE OF BENEFICIAL OWNERSHIP OF THE SHARES The ordinary shares issued in connection with the capital increase described in this Report shall provide for regular beneficial ownership and, therefore, shall benefit of all the rights attaching to the outstanding ordinary shares at the time of the issuance. 1.3.8 FURTHER INFORMATION The subscription of the newly issued ordinary shares by exercising the pre-emptive rights shall occur through authorised intermediaries which are members of the Monte Titoli S.p.A. centralised management system. Shares shall be made available to the entitled persons through authorised intermediaries which are members of Monte Titoli S.p.A. Shares shall be paid in full, upon subscription, to the intermediary through which the shareholders effect their subscription. Finally, with reference to the proposed capital increase transaction and its effects in terms of dilution, you are reminded that as this is a capital increase pre-emptively offered to the shareholders of the Bank, the transaction will entail a separate trading of the option rights. The trading value of the option rights may not be estimated at this time since the market conditions at the time in which the transaction shall be executed cannot be foreseen. 1.4 AMENDMENTS TO THE BY-LAWS Should the capital increase proposal under this Report be approved, it will be necessary to supplement article 6 of the by-laws by adding a new paragraph fifteen detailing the relevant resolution passed by today’s Extraordinary Shareholders’ Meeting. 2. INTEGRATION OF THE NUMBER OF SHARES TO BE ISSUED IN CONNECTION WITH THE GROUP’S EXISTING INCENTIVE PLANS The capital increase envisaged in this Report may be considered one of those extraordinary transactions on a company’s capital which could cause discontinuity in share price and in order to neutralise it, market practice is to apply adjustment coefficients aimed at ensuring continuity in the historical price series, maintaining the holders of the relevant securities in a neutral position. The above securities include those underlying agreements executed on the Exchange as well as, to the extent relevant, the ordinary shares of UniCredit to be issued in connection with the Group’s incentive plans (the “Plans"), meaning: (i) shares underlying stock options and (ii) ordinary shares allotted once a certain period of time has elapsed and subject to meeting the performance thresholds set forth in the Group’s Strategic Plan approved by the Board of Directors (so-called performance shares), as described below. 2.1 NUMBER OF SHARES UNDERLYING THE STOCK OPTIONS AND OF PERFORMANCE SHARES TO BE ISSUED As known, your Company has been among the first ones in Italy which have adopted incentive plans in favour of Group’s Personnel, realising that the employees’ motivation, loyalty and involvement are important factors in order to achieve the medium/long term goals of the Group, also with the aim of developing in those resources deemed as strategic a sense of affiliation to the Group. As of 2000, the Plans have been executed through: (i) the allotment of stock options, to be exercised once a certain vesting period (3/4 years) has elapsed and for a certain number of years; (ii) the promise to allot without charge ordinary shares (performance shares) once a certain period of time has elapsed and subject to meeting the performance thresholds set forth in the Group’s Strategic Plan approved by the Board of Directors. As of the date of launch of the paid in capital increase envisaged in this Report, the following subscription rights still remain exercisable (the table also provides the number of ordinary shares which, upon exercise, will need to be issued and the expiration date): Incentive plan Stock option exercisable Underlying shares Term Stock Option Ex Rolo ‘01 94,533 404,847 31 December 2010 Stock Option Ex Rolo ‘02 94,000 402,562 31 December 2010 Stock Option Ex Fineco Group ‘05 5,918,580 7,470,509 31 December 2011 LTIP 2002-2011 8,862,148 9,987,663 31 December 2001 LTIP 2004-2017 11,885,000 13,356,085 31 December 2017 Stock Option Ex Capitalia‘05 14,956,750 18,879,078 9 May 2011 LTIP 2005-2018 (1° em,) 30,857,750 34,776,630 31 December 2018 LTIP 2005-2018 (2° em,) 1,500,000 1,690,506 31 December 2018 LTIP 2006-2019 25,463,400 28,697,052 31 December 2019 LTIP 2007-2017 26,188,176 29,513,832 15 July 2017 LTIP 2008-2018 73,133,064 82,420,523 9 July 2018 Total 227,599,287 The table below sets out the number of performance shares (ordinary shares allotted without charge) that the Board of Directors shall issue in case the beneficiary employees will mature all the allotment rights once all the goals are met: Incentive plan Performance share to be allotted Term LTI 2006-2019 8,707,544 2010 LTI 2007-2017 8,033,166 2011 LTI 2008-2018 19,639,581 2012 Total 36,380,291 In light of the above, the total number of: (i) ordinary shares to be issued in case of exercise in full of the existing stock options on the date of launch of the capital increase by way of a contribution in cash envisaged in this Report and (ii) ordinary shares free of charge to be allotted as performance shares to the respective beneficiaries should the set goals be met, would be, in theory, equal to 263,979,578. 2.2 THE APPLICATION OF THE ADJUSTMENT FACTOR In the event of share capital increase by way of a contribution in cash on pre-emptive basis, pursuant to article 2441 of the Italian civil code, the adjustment ratios shall apply, in connection with the stock options, in respect of both the exercise price and the number of shares to be issued. With reference to the performance shares, the adjustment ratios shall apply only to the number of shares to be allotted without charge. The formula below is generally used to determine the adjustment ratio (so called K factor) and therefore: P(teor) ex K = ------------- P uff Where: P (teor) ex = theoretical ex right price = [(Puff * V)+(Psott * N)] /(V+N) P Uff = official price cum right P sott = subscription price of one new share V= number of existing shares N= number of newly issued shares In light of the above, it is clear that the K adjustment factor may be calculated only when, on the one hand, the issue price of the new shares is determined and, on the other, the last price cum right of the existing shares as well as the theoretical ex right price (so called TERP) are known. As proposed to the Extraordinary Shareholders’ Meeting in relation with the capital increase on a pre-emptive basis; such information will be available only when such capital increase shall be executed by the Board of Directors on the basis of the granted powers. With reference to the above, the Extraordinary Shareholders’ Meeting is asked to: (i) in connection with the ordinary shares of UniCredit to be issued by way of contribution in cash, further to the exercise of the stock options by the beneficiaries of the Plans, resolve to increase the share capital pursuant to article 2441, eighth paragraph, of the Italian civil code, in one or more tranches, through the issuance of a number of ordinary shares resulting from the correct use of mathematical criteria necessary to guarantee the economic neutrality with respect to the beneficiaries of the capital increase approved by the Shareholders’ Meeting called today, provided that such capital increase shall not exceed 1% of the existing share capital. Considering the relation of such capital increase with the paid in share capital increase on a pre-emptive basis analysed by the Extraordinary Shareholders’ Meeting called today, the Board of Directors shall carry out such capital increase after the execution, in full or in part, of the share capital increase to be pre-emptively offered to existing shareholders and, in any case, by no later than 31 December 2019; (ii) with reference to the ordinary shares of UniCredit to be issued without charge as performance shares, integrate the powers granted to the Board of Directors, pursuant to article 2443 of the Italian civil code, on 12 May 2006, 10 May 2007 and 8 May 2008 so that the number of shares to be issued is also integrated by the number resulting from the correct use of mathematical criteria necessary in order to guarantee to the beneficiaries the economic neutrality of the capital increase analysed by the Extraordinary Shareholders’ Meeting called today, provided that any other term and condition of the granted powers remains unchanged. The Board of Directors will be entitled to exercise the power granted today after the execution, in full or in part, of the capital increase on a pre-emptive basis and, in any case, by the term set in each resolution granting the powers; (iii) grant to the Board of Directors all necessary powers to amend articles 5 and 6 of the by-laws as a result of the Board’s resolutions adopted pursuant to points (i) and (ii). 3. INFORMATION ON THE ADMISSIBILITY OF THE RIGHT TO WITHDRAW The proposal to amend article 6 of the By-laws – as set out under paragraph 1.4 above – does not constitute a withdrawal right. ***** 4. PROPOSED RESOLUTIONS OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING Following the description of the items on the agenda, the proposals the Board of Directors will submit to the Shareholders are summarized as follows: “Shareholders, should you agree with the subject matters contained in the Report of the Board of Directors above, we hereby invite you to pass the following resolutions: “The Extraordinary Shareholders’ Meeting of UniCredit, acknowledging and agreeing with the content of the Report of the Board of Directors, Resolves to: 1) approve the proposed share capital increase of UniCredit, by way of a contribution in cash up to a maximum total amount equal to EUR 4,000,000,000 (four billion) - including any share premium - to be carried out, in one or more tranches, no later than 30 June 2010 through the issuance of ordinary shares providing for regular beneficial ownership with a nominal value of EUR 0.50 each, to be pre-emptively offered to existing shareholders holding ordinary shares and to the holders of saving shares of the company, pursuant to article 2441, first, second and third paragraph, of the Italian civil code and therefore. A) grant any necessary power to the Board of Directors in order to: i) determine the subscription price (including any share premium) taking into consideration the theoretical ex-right market price (so-called TERP) of the ordinary shares of UniCredit, calculated in accordance with current standards, on the basis of the official price 10 registered on the Stock Exchange on the trading day prior to the date of the calculation of the issue price by the Board of Directors and, potentially, discounted by an amount to be determined by the Board itself on the basis of the prevailing market conditions at the time of the actual launch of the capital increase. It remains understood that the issue price of each ordinary share may not, in any case, be lower than its nominal unit value (EUR 0.50). ii) in accordance with paragraph (i) above –determine the maximum number of shares to be issued and the option ratio; iii) determine the timing of the transaction, with particular reference to the launch of the offer of the pre-emptive rights, as well as the offer on the market of any unexercised preemptive rights at the end of the subscription period, and in any case by 30 June 2010. In the event the share capital increase is not entirely subscribed for by 30 June 2010, the share capital shall be considered increased up to the amount corresponding to the subscriptions of shares as of that date. B) in connection with the ordinary shares of UniCredit to be issued by way of contribution in cash, further to the exercise of the stock options by the beneficiaries of the incentive Plans of the UniCredit Group, to resolve to increase the share capital pursuant to article 2441, eighth paragraph, of the Italian civil code, in one or more tranches, through the issuance of a number of ordinary shares resulting from the correct use of mathematical criteria necessary to guarantee the economic neutrality with respect to the beneficiaries of the capital increase approved by the Shareholders’ Meeting called on [___], provided that such capital increase shall not exceed 1% of the existing share capital. Considering the relation of such capital increase with the paid in share capital increase on a preemptive basis analysed by the Extraordinary Shareholders’ Meeting called today, the Board of Directors shall carry out such capital increase after the execution, in full or in part, of the share capital increase to be pre-emptively offered to existing shareholders and, in any case, by no later than 31 December 2019; C) with reference to the ordinary shares of UniCredit to be issued without charge as performance shares, to integrate the powers granted to the Board of Directors, pursuant to article 2443 of the Italian civil code, on 12 May 2006, 10 May 2007 and 8 May 2008 so that the number of shares to be issued is integrated by the number resulting from the correct use of mathematical criteria necessary in order to guarantee to the beneficiaries the economic neutrality of the capital increase analysed by the Extraordinary Shareholders’ Meeting called on [___], provided that any other term and condition of the granted powers remains unchanged. The Board of Directors will be entitled to exercise the power granted today after the execution, in full or in part, of the capital increase on a pre-emptive basis and, in any case, by the term set in each resolution granting the powers; D) approve the amendment to the By-laws, consisting in the insertion of a new paragraph 15 to article 6, having the following wording: “15. On ____ November 2009, the Extraordinary Shareholders’ Meeting approved a share capital increase, by way of a contribution in cash for a maximum total amount equal to EUR 4,000,000,000 (four billion) - including any share premium - to be carried out in one or more tranches no later than 30 June 2010 through the issuance of ordinary shares with a nominal value of EUR 0.50 each, to be pre-emptively offered to existing shareholders holding ordinary shares and to the holders of saving shares of the company, pursuant to article 2441, first, second and third paragraph, of the Italian civil code. The Extraordinary Shareholders’ Meeting has granted the Board of Directors all necessary power to (i) determine the issue price (including any share premium) taking into consideration the theoretical ex-right market price (so-called TERP) of the ordinary shares of UniCredit, calculated in accordance with current standards, on the basis of the official price registered on the Exchange on the trading day prior to the date of the calculation of the issue price by the Board of Directors and, potentially, discounted by an amount to be determined by the Board itself on the basis of the prevailing market conditions at the time of the actual launch of the capital increase. It remains understood that the issue price of each ordinary share may not, in any case, be lower than its nominal value (EUR 0.50); (ii) determine, - in accordance with paragraph (i) - the maximum number of shares to be issued and the option ratio; (iii) determine the timing of the transaction, with particular reference to the launch of the offer of the pre-emptive rights, as well as the subsequent offer to the market of any unexercised pre-emptive rights at the end of the subscription period and, in any case, by 30 June 2010. It is understood that should the share capital increase not be entirely subscribed for by 30 June 2010, the share capital shall be considered increased up to the amount corresponding to the subscriptions of shares as of that date.", with the subsequent renumbering of paragraphs 15 and 16 in paragraphs 16 and 17, respectively. E) grant severally the Chairman and the Chief Executive Officer, with any necessary power to execute the Shareholders’ resolutions, in accordance with the applicable laws; to file such resolutions, in accordance with the applicable laws; to implement the necessary amendments to the by-laws following and relating to the board resolutions under points B and C of this resolution with express ratification and confirmation of any further action which may be necessary to execute these resolutions; F) grant the Chairman of the Board of Directors the power to file the company by-laws, as amended, with the competent Companies’ Register as well as in connection with the amendments following the resolutions adopted pursuant to the board resolutions under B) and C) above. | |||||||||||
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| eng_Relaz_ammri pubblicata_20 ott09.pdf eng_Relaz_ammri pubblicata_20 ott09.pdf | REPORT OF THE BOARD OF DIRECTORS OF UNICREDIT S.P.A. | ||||||||||
| MESSAGE (ENGLISH VERSION) | |||
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| PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ | |||||
| Data | Imię i Nazwisko | Stanowisko/Funkcja | Podpis | ||
| 2009-10-21 | Wioletta Reimer | Attorney of UniCredit | |||
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