UniCredit's Board of Directors resolves to liberate the new shares issued for the BA-CA exchange tender offer and decides to close the capital increase approved by the Shareholders' Meeting on July 29, 2005.
On November 29, 2005, UniCredit has increased its share capital by €254,964,974.00 by issuing 509,929,948 ordinary shares in exchange for 25,598,893 shares of Bank Austria Creditanstalt AG ("BA-CA") tendered in the exchange alternative of the BA-CA tender offer launched by UniCredit. The number of shares tendered in the exchange offer represents approximately 17.41% of BA-CA's share capital. UniCredit announces that, taking into consideration the 58,831 shares tendered for cash (equivalent to approximately 0.04% of BA-CA's share capital), the final acceptance level for the BA-CA offer is equivalent to 25,657,724 shares, corresponding to approximately 17.45% of BA-CA's share capital. Taking into account the 113,989,900 BA-CA shares held by HVB, UniCredit holds now, directly and indirectly, approximately 94.98% of BA-CA's share capital and voting rights. UniCredit's Board of Directors has consequently resolved, in the course of today's meeting, to liberate the above mentioned 509,929,948 newly issued ordinary shares following the verification carried out in compliance with the requirements of article 2343 of the Italian Civil Code. Settlement of the exchange alternative of the BA-CA Offer is expected to take place on December 5, 2005.
UniCredit's Board of Directors has also decided - due to the fact that the expected clearances from the local competent Authorities have not been received yet - not to launch for the time being an exchange tender offer on the BPH shares in Poland; the Board has consequently passed the resolution to terminate the execution of the capital increase approved by UniCredit's Shareholders' Meeting on July 29, 2005, thus not using the portion of such capital increase dedicated to the mentioned exchange public offer.
During today's meeting UniCredit's Board of Directors has approved the candidates that will be presented, as per the obligations resulting from the agreements stipulated with HVB, to the Shareholders' General Meeting of UniCredit called on December 15, 2005 for the appointment as Directors of the Company. The candidates, 8 of which have been proposed by HVB, are Franco Bellei, Roberto Bertazzoni, Manfred Bischoff, Vincenzo Calandra Buonaura, Giovanni Desiderio, Volker Doppelfeld, Giancarlo Garino, Francesco Giacomin, Piero Gnudi, Gianfranco Gutty, Friedrich Kadrnoska, Max Dietrich Kley, Luigi Maramotti, Diether Muenich, Fabrizio Palenzona, Carlo Pesenti, Alessandro Profumo, Dieter Rampl, Carlo Salvatori, Hans-Juergen Schinzler, Giovanni Vaccarino, Paolo Vagnone, Nikolaus von Bomhard, Anthony Wyand.
The Board of Directors has lastly passed a resolution - implementing the existing 3 year medium/long term Incentive Plan for the Group Personnel - for a free capital increase of up to a maximum of € 1,473,000 by issuing up to a maximum of 2,946,000 ordinary shares to be assigned to about 2,085 middle managers of the group who cover positions deemed important for the achievement of the company's results, and have achieved the individual objectives assigned them for the year 2004.
Enquiries:
Media Relations:
+39 02 88628236; e-mail: Uci.Ufficiostampa@unicredit.it
Investor Relations:
+39 02 88628715; e-mail: UCI-InvestorRelations@unicredit.it
UniCredito Italiano S.p.A.
Via San Protaso 1/3
20121 Milano
Italien
Securities listed on German regulated markets:
ISIN IT0000064854
WKN: 850832
Listed: Official Market (Amtlicher Markt), Frankfurt Stock Exchange (General Standard)
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