Ad-hoc-Meldung/Ad hoc Release nach § 15 WpHG/pursuant to § of the German Securities Trading Act -
Shareholders' agreement on BA-CA's role within UniCredit Group, to be submitted to the competent bodies of the respective parties
• BA-CA will become CEE sub-holding company within UniCredit Group
• BA-CA responsible for a market with more than 300 million people in 24 countries
• Capital base and profit potential increase significantly
• All necessary intra-group transactions will be at arm's length
A shareholders' agreement on the future role of Bank Austria Creditanstalt ("BA-CA") within UniCredit Group is going to be reached soon on the basis of the outcome of the negotiations held between UniCredito Italiano S.p.A. ("UniCredit"), Bayerische Hypovereinsbank A.G. ("HVB"), BA-CA, Privatstiftung zur Verwaltung ("AVZ", an Austrian private foundation) and the Betriebsratsfonds ("BR Funds", the Workers Council Fund). According to such agreement, which will be submitted to the competent bodies of the respective parties, BA-CA will become the sub-holding company for operations in Central and Eastern Europe (CEE) within UniCredit Group. BA-CA will be responsible for a market comprising more than 300 million people in 24 countries; BA-CA's market has so far comprised 12 countries with 100 million inhabitants.
"The new UniCredit Group is the first truly European bank. As sub-holding company for operations in the CEE region, BA-CA will play an important role in our European group. We are market leader in this growth region. Our plans envisage that BA-CA should expand its position in these markets and in Austria, making full use of opportunities for growth," says Alessandro Profumo, CEO of UniCredit Group.
Erich Hampel, CEO of BA-CA: "BA-CA's position becomes significantly stronger: we are responsible for one of the major growth regions in the world. This will enable us to benefit from enormous opportunities. Moreover, our capital base will rise considerably and our profit potential will increase significantly. So, we have potential for growth in the market and we also have the required financial strength. I think this is a guarantee for growth."
The agreement will provide for a replacement of the so-called "Basis Agreement", which includes the "Bank of the Regions Agreement". These agreements were concluded in 2000 and contain rules concerning BA-CA's functions within HVB Group. Following the deal between HVB Group and UniCredit Group in 2005, the shareholders are now going to define the future role of BA-CA within UniCredit Group in a new agreement. The contract period is 10 years. Here are details of the agreement:
• BA-CA will perform the sub-holding company function for operations in CEE. It will manage, within UniCredit Group guidelines, the Group's banking network in this region, excluding Poland, which will be directly managed by UniCredit. The responsibility for Turkey is subject to further considerations.
• BA-CA will take over the banking subsidiaries and branches of UniCredit and of HypoVereinsbank in this region.
• UniCredit Group is working on the future structure of its worldwide investment banking activities. It is envisaged that the Group's operations in this area would be bundled to further enhance their position in the market. If BA-CA's investment banking business is integrated in a newly created investment banking unit of the Group, BA-CA will have a share in the net profit generated by this unit.
• UniCredit Group's asset management activities will be combined. For this reason BA-CA will transfer its two subsidiaries Capital Invest and Asset Management (AMG) to the Group's asset management unit.
• UniCredit Group creates clear, transparent structures with a clear allocation of management responsibility. The shareholders have agreed that the Austrian business may be transferred to a separate bank for Austria - a wholly-owned subsidiary of BA-CA - after the year end following the fifth anniversary of the Agreement, maintaining the employment conditions of the transferred employees. The group wants to further improve its position on the Austrian market. Austria is a core market of UniCredit Group
• To maintain BA-CA's status as an Austrian bank, the rights of Betriebsratsfonds and AVZ-Stiftung - i.e. the private foundation from which BA-CA emerged - as defined in BA-CA's By-laws will remain effective as long as the guarantee issued by AVZ-Stiftung and the Municipality of Vienna on BA-CA's liabilities exist.
• The parties to the Agreement will reflect the new ownership situation of BA-CA in its Supervisory Board, while ensuring the representation of two members upon proposal of AVZ until the tenth anniversary of the Agreement, and of one member thereafter for the duration of the guarantee issued by AVZ on all liabilities of BA-CA. The election of the new Supervisory Board will be part of the agenda of the next ordinary general meeting of BA-CA, which is currently scheduled to take place in May 2006.
Milan, March 14, 2006
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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