Bond UniCred 2.75% ( IT0004887078 ) in EUR

UniCred

100 % ▼

Italy

IT0004887078 ( in EUR )

2.75% per year ( payment 1 time a year)

31/01/2020 - Bond has expired

Prospectus brochure of the bond UniCredit IT0004887078 in EUR 2.75%, expired

100 000 EUR

1 000 000 000 EUR

UniCredit is a major Italian banking group offering a wide range of financial services including commercial banking, investment banking, and wealth management across Europe, Central and Eastern Europe, and the Middle East.

UniCredit's EUR 1,000,000,000 2.75% bond (ISIN: IT0004887078), issued in Italy, matured on January 31, 2020, with a minimum trading size of EUR 100,000, and has been redeemed at 100%.

UniCredit S.p.A.
(incorporated with limited liability as a "Società per Azioni" under the laws of the Republic of Italy)
25,000,000,000
Obbligazioni Bancarie Garantite Programme
Guaranteed by UniCredit OBG S.r.l.
(incorporated with limited liability as a "Società a responsabilità limitata" under the laws of the Republic of Italy)
Under the 25,000,000,000 Obbligazioni Bancarie Garantite Programme (the "Programme") described in this prospectus (the "Prospectus"), UniCredit S.p.A. (in its capacity as issuer of the OBG, as
defined below, the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obbligazioni bancarie garantite (the "OBG") guaranteed by UniCredit
OBG S.r.l. (the "OBG Guarantor") pursuant to Article 7 bis of Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Law 130") and
regulated by the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the "MEF Decree") and the supervisory guidelines of the Bank of Italy set
out in Title V, Chapter 3 of the "Nuove Disposizioni di Vigilanza Prudenziale per le Banche" (Circolare No. 263 of 27 December 2006), as amended and supplemented from time to time (the "BoI OBG
Regulations").
The payment of all amounts due in respect of the OBG will be unconditionally and irrevocably guaranteed by the OBG Guarantor. Recourse against the OBG Guarantor is limited to the Available Funds
(both as defined below).
The maximum aggregate nominal amount of OBG from time to time outstanding under the Programme will not at any time exceed 25,000,000,000, subject to increase as provided for under the Dealer
Agreement.
The OBG issued under the Programme will have a minimum denomination of 100,000 and integral multiples of 1,000 in excess thereof or such other higher denomination as may be specified in the
relevant Final Terms.
The OBG may be issued on a continuing basis to the Dealer(s) appointed under the Programme in respect of the OBG from time to time by the Issuer (each a "Dealer" and together the "Dealers"), the
appointment of which may be for a specific issue or on an ongoing basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of OBG being (or intended to be) subscribed by
more than one Dealer, be to all Dealers agreeing to subscribe such OBG.
This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive") and
the relevant implementing measures in the Grand Duchy of Luxembourg. This Prospectus will be available on the Luxembourg Stock Exchange website at www.bourse.lu.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purposes of the Prospectus Directive and
relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving
information with regard to the issue of OBG under the Programme during the period of twelve (12) months after the date hereof.
By approving this Base Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality and solvency of the Issuer in accordance with the
provisions of Article 7 (7) of the Luxembourg law on prospectuses for securities.
Application has also been made to the Luxembourg Stock Exchange for the OBG issued under the Programme to be admitted during the period of 12 months from the date of this Prospectus to the official
list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to OBG being "listed" (and
all related references) shall mean that such OBG have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, unlisted OBG may be issued
pursuant to the Programme. The relevant Final Terms (as defined below) in respect of the issue of any OBG will specify whether or not such OBG will be listed on the Official List and admitted to trading on
the Luxembourg Stock Exchange's regulated market (or any other stock exchange).
Each Series or Tranche (as defined herein) of OBG may be issued without the consent of the holders of any outstanding OBG, subject to certain conditions. OBG of different Series or Tranche may have
different terms and conditions, including, without limitation, different maturity dates. Notice of the aggregate nominal amount of OBG, interest (if any) payable in respect of OBG, the issue price of OBG and
any other terms and conditions not contained herein which are applicable to each Series or Tranche will be set out in final terms (the "Final Terms") which, with respect to OBG to be listed on the
Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the OBG of such Series or Tranche.
The OBG will be issued in dematerialised form (emesse in forma dematerializzata) will be subject to the terms of the Conditions and the applicable Final Terms and will be held in such form on behalf of the
beneficial owners, until redemption and cancellation thereof, by Monte Titoli S.p.A. with registered office at Piazza degli Affari 6, 20123 Milan, Italy ("Monte Titoli") for the account of the relevant Monte
Titoli Account Holders. The expression "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli
(and includes any Relevant Clearing System which holds account with Monte Titoli or any depository banks appointed by the Relevant Clearing System). The expression "Relevant Clearing Systems"
means any of Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"). The OBG of each Series or Tranche,
issued in dematerialised form, will be deposited by the Issuer with Monte Titoli on the relevant Issue Date (as defined herein), will be in bearer form, will be at all times be in book entry form and title to the
relevant OBG of each Series or Tranche will be evidenced by book entry in accordance with the provisions of Article 83-bis of Italian legislative decree No. 58 of 24 February 1998, as amended and
supplemented (the "Financial Services Act"), and with regulation issued by the Bank of Italy and the Commissione Nazionale per le Società e la Borsa ("CONSOB") on 22 February 2008, as subsequently
amended. No physical document of title will be issued in respect of the OBG of each Series or Tranche.
The OBG of each Series or Tranche will mature on the date mentioned in the applicable Final Terms (each a "Maturity Date"). Before the relevant Maturity Date, the OBG of each Series or Tranche will be
subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in the Conditions (as defined below)).
Subject to certain exceptions as provided for in Condition 10 (Taxation), payments in respect of the OBG to be made by the Issuer will be made without deduction for or on account of withholding taxes
imposed by any tax jurisdiction. In the event that any such withholding or deduction is made the Issuer will be required to pay additional amounts to cover the amounts so deducted. In such circumstances
and provided that such obligation cannot be avoided by the Issuer taking reasonable measures available to it, the OBG will be redeemable (in whole, but not in part) at the option of the Issuer. See Condition
8(c). The OBG Guarantor will not be liable to pay any additional amount due to taxation reasons in case an Issuer Event of Default (as defined below) has occurred. See "Taxation", below.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Sole Arranger
UniCredit Bank AG, London Branch
Dealer
UniCredit Bank AG
The date of this Prospectus is 20 January 2012.
A14338309/6.0/20 gen 2012
- 1 -

This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive") and for the purpose of giving information
with regard to the Issuer, the OBG Guarantor and the OBG which, according to the
particular nature of the OBG, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects
of the Issuer and of the OBG Guarantor and of the rights attaching to the OBG.
The Issuer accepts responsibility for the information contained in this Prospectus other
than the information (regarding the OBG Guarantor set out in the section headed
"Description of the OBG Guarantor" below) for which the OBG Guarantor accepts
responsibility (collectively with the Issuer, the "Responsible Persons"). To the best of
the knowledge of the Responsible Persons, having taken all reasonable care to ensure
that such is the case, the information contained in this Prospectus is in accordance with
the facts and does not omit anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this
Prospectus (and, therefore, acting in association with the Issuer) in connection with an
offer of OBG are the persons named in the applicable Final Terms as the relevant
Dealer(s).
Copies of the Final Terms will be available from the registered office of the Issuer and
the specified office set out below of the Paying Agent (as defined below) and, in respect
of listed OBG only, on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
In the case of any OBG which are not admitted to listing, trading and/or quotation by
any listing authority, stock exchange and/or quotation system, copies of the relevant
Final Terms will only be available for inspection by the relevant OBG Holders;
This Prospectus is to be read in conjunction with any document incorporated herein by
reference (see "Documents Incorporated by Reference" below). This Prospectus shall be
read and construed on the basis that such documents are incorporated and form part of
this Prospectus.
Full information on the Issuer, the OBG Guarantor and any Series or Tranche of OBG is
only available on the basis of the combination of the Prospectus, any supplements, the
relevant Final Terms and the documents incorporated by reference.
Unless otherwise defined in the relevant section of this Prospectus in which they are
used, capitalised terms used in this Prospectus shall have the meaning ascribed to them
in the section headed "Terms and Conditions of the OBG" below. For ease of reference,
the section headed "Index of Defined Terms" below indicates the page of this Prospectus
on which each capitalised term is defined.
None of the Dealers or the Sole Arranger makes any representation, express or implied,
or accepts any responsibility, with respect to the accuracy or completeness of any of the
information in this Prospectus. Each potential purchaser of OBG should determine for
itself the relevance of the information contained in this Prospectus and its purchase of

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OBG should be based upon such investigation as it deems necessary. None of the
Dealers or the Sole Arranger undertakes to review the financial condition or affairs of
the Issuer nor the OBG Guarantor during the life of the arrangements contemplated by
this Prospectus or by any supplement nor to advise any investor or potential investor in
OBG of any information coming to the attention of any of the Dealers or the Sole
Arranger.
This Prospectus contains industry and customer-related data as well as calculations
taken from industry reports, market research reports, publicly available information and
commercial publications. It is hereby confirmed that (a) to the extent that information
reproduced herein derives from a third party, such information has been accurately
reproduced and (b) insofar as the Responsible Persons are aware and are able to
ascertain from information derived from a third party, no facts have been omitted which
would render the information reproduced inaccurate or misleading.
The following sources of information, among others, have been used:
(i)
Bank of Italy: data used for the Issuer's internal estimate of the market shares for
loans and direct deposits held in Italy; data on the Italian banking market, in
particular the number of active bank branches and financial promoters;
(ii)
Italian association of asset managers (Assogestioni - Associazione del Risparmio
Gestito): data used for the Issuer's internal estimates of market shares in mutual
funds in Italy; and
(iii) Italian Banking Association (ABI - Associazione Bancaria Italiana): data used
for the Issuer's internal estimates of market shares in direct deposits in Italy.
Commercial publications generally state that the information they contain originates
from sources assumed to be reliable, but that the accuracy and completeness of such
information is not guaranteed, and that the calculations contained therein are based on a
series of assumptions. External data has not been independently verified by the
Responsible Persons.
No person has been authorised to give any information or to make any
representation other than those contained in this Prospectus in connection with the
issue or sale of the OBG and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer, the OBG
Guarantor or any of the Dealer(s) or the Sole Arranger (as defined in "General
Description of the Programme"). Neither the delivery of this Prospectus nor any
sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or the OBG
Guarantor since the date hereof or the date upon which this Prospectus has been
most recently amended or supplemented or that there has been no adverse change
in the financial position of the Issuer or the OBG Guarantor since the date hereof
or the date upon which this Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the

3

Programme is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any OBG
shall in any circumstances imply that the information contained herein concerning the
Issuer and the OBG Guarantor is correct at any time subsequent to the date hereof or
that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date indicated in the document containing the same. The
Dealer(s) and the Representative of the OBG Holders expressly do not undertake to
review the financial condition or affairs of the Issuer or the OBG Guarantor during the
life of the Programme or to advise any investor in the OBG of any information coming
to their attention. Investors should review, inter alia, the most recently published
documents incorporated by reference into this Prospectus when deciding whether or not
to purchase any OBG.
Neither this Prospectus nor any other financial statements are intended to provide the
basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer, the Sole Arranger, the OBG Guarantor or the
Dealer(s) that any recipient of this Prospectus or any other financial statements should
purchase the OBG. Each potential purchaser of OBG should determine for itself the
relevance of the information contained in this Prospectus and its purchase of OBG
should be based upon such investigation as it deems necessary. None of the Dealer(s) or
the Sole Arranger undertakes to review the financial condition or affairs of the Issuer or
the OBG Guarantor during the life of the arrangements contemplated by this Prospectus
nor to advise any investor or potential investor in the OBG of any information coming to
the attention of any of the Dealer(s) or the Sole Arranger.
The distribution of this Prospectus and the offering or sale of the OBG in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus
comes are required by the Issuer, the OBG Guarantor, the Dealer(s) and the Sole
Arranger to inform themselves about and to observe any such restriction.
The OBG have not been and will not be registered under the United States Securities Act
of 1933 (the "Securities Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and include OBG in bearer form that are subject to
U.S. tax law requirements. Subject to certain exceptions, OBG may not be offered, sold
or delivered within the United States or to, or for the account or benefit of, U.S. persons
(as defined in the U.S. Internal Revenue Code of 1986, as amended, and regulations
thereunder). For a description of certain restrictions on offers and sales of OBG and on
distribution of this Prospectus, see "Subscription and sale" below.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer, the OBG Guarantor or the Dealer(s) to subscribe for, or purchase, any OBG.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy
any OBG in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale

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of OBG may be restricted by law in certain jurisdictions. The Issuer, the OBG
Guarantor, the Dealers, the Sole Arranger and the Representative of the OBG Holders do
not represent that this Prospectus may be lawfully distributed, or that any OBG may be
lawfully offered, in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, unless
specifically indicated to the contrary in the applicable Final Terms, no action has been
taken by the Issuer, the OBG Guarantor, the Dealers, the Sole Arranger or the
Representative of the OBG Holders which is intended to permit a public offering of any
OBG outside Luxembourg or distribution of this Prospectus in any jurisdiction where
action for that purpose is required. Accordingly, no OBG may be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances
that will result in compliance with any applicable laws and regulations. Persons into
whose possession this Prospectus or any OBG may come must inform themselves about,
and observe, any such restrictions on the distribution of this Prospectus and the offering
and sale of OBG. In particular, there are restrictions on the distribution of this Prospectus
and the offer or sale of OBG in the United States, Japan and the European Economic
Area (including the United Kingdom and the Republic of Italy). See also "Subscription
and Sale", below.
Each initial and each subsequent purchaser of an OBG will be deemed, by its acceptance
of such Note, to have made certain acknowledgements, representations and agreements
intended to restrict the resale or other transfer thereof as described in this Prospectus and
in any Final Terms and, in connection therewith, may be required to provide
confirmation of its compliance with such resale or other transfer restrictions in certain
cases. See "Subscription and sale", below.
In connection with the issue of any Series or Tranche under the Programme, the
Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising
Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot the relevant Series or Tranche or effect
transactions with a view to supporting the market price of the relevant Series or
Tranche at a level higher than that which might otherwise prevail. However, there
is no assurance that the Stabilising Manager(s) (or any person acting on behalf of
any Stabilising Manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the OBG of the relevant Series or Tranche is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30
days after the issue date of the relevant Series or Tranche and 60 days after the
date of the allotment of the relevant Series or Tranche. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilising Manager(s) (or any
person acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.

5

All references in this Prospectus to: (i) "Euro", "" and "euro" refer to the currency
introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community (signed in Rome on 25
March 1957), as amended; (ii) "U.S.$" or "U.S. Dollar" are to the currency of the
Unites States of America; (iii) "£" or "UK Sterling" are to the currency of the United
Kingdom; (iv) "Italy" are to the Republic of Italy; (v) laws and regulations are, unless
otherwise specified, to the laws and regulations of Italy; and (vi) "billions" are to
thousands of millions.
Certain monetary amounts and currency translations included in this Prospectus have
been subject to rounding adjustments; accordingly, figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures which preceded them.
The language of this Prospectus is English. Certain legislative references and technical
terms have been cited in their original language in order that the correct technical
meaning may be ascribed to them under applicable law.
The Sole Arranger is acting for the Issuer and no one else in connection with the
Programme and will not be responsible to any person other than the Issuer for providing
the protection afforded to clients of the Sole Arranger or for providing advice in relation
to the issue of the OBG.

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TABLE OF CONTENTS
Page
STRUCTURE DIAGRAM ................................................................................................................. 8
RISK FACTORS ................................................................................................................................. 9
DOCUMENTS INCORPORATED BY REFERENCE .................................................................... 51
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................... 55
DESCRIPTION OF THE ISSUER ................................................................................................... 98
DESCRIPTION OF THE PORTFOLIO THE CREDIT AND COLLECTION POLICIES ........ 171
DESCRIPTION OF THE OBG GUARANTOR ............................................................................ 186
DESCRIPTION OF THE ASSET MONITOR ............................................................................... 191
CREDIT STRUCTURE .................................................................................................................. 193
ACCOUNTS AND CASH FLOWS ............................................................................................... 203
USE OF PROCEEDS ...................................................................................................................... 216
DESCRIPTION OF THE TRANSACTION DOCUMENTS ......................................................... 217
SELECTED ASPECTS OF ITALIAN LAW ................................................................................. 235
TERMS AND CONDITIONS OF THE OBG ................................................................................ 246
RULES OF THE ORGANISATION OF THE OBG HOLDERS ................................................... 282
FORM OF FINAL TERMS ............................................................................................................ 302
TAXATION IN THE REPUBLIC OF ITALY ............................................................................... 317
LUXEMBOURG TAXATION ........................................................................................................ 326
SUBSCRIPTION AND SALE ........................................................................................................ 330
GENERAL INFORMATION .......................................................................................................... 334
INDEX OF DEFINED TERMS ...................................................................................................... 338
ANNEX 1 Copy of the auditors' report on the review of condensed interim consolidated financial
statements as of and for the nine months ended September 30, 2011 ..................................... 346
ANNEX 2 Copy of the auditor's report in relation to the financial statements of UniCredit OBG
S.r.l. ......................................................................................................................................... 347

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STRUCTURE DIAGRAM

8

RISK FACTORS
Each of the Issuer and the OBG Guarantor believes that the following factors may affect
their ability to fulfil their obligations under the OBG issued under the Programme. All of
these factors are contingencies which may or may not occur and neither the Issuer nor
the OBG Guarantor are in a position to express a view on the likelihood of any such
contingency occurring.
In addition, factors which the Issuer and the OBG Guarantor believe may be material
for the purpose of assessing the market risks associated with OBG issued under the
Programme are also described below.
Each of the Issuer and the OBG Guarantor believes that the factors described below
represent the principal risks inherent in investing in the OBG issued under the
Programme, but the inability of the Issuer or the OBG Guarantor to pay interest,
principal or other amounts on or in connection with any OBG may occur for other
reasons and neither the Issuer nor the OBG Guarantor represents that the statements
below regarding the risks of holding any OBG are exhaustive. Prospective investors
should also read the detailed information set out elsewhere in the Prospectus (including
any document incorporated by reference) and reach their own views prior to making any
investment decision.

1.
Factors that may affect the Issuer's ability to fulfil its obligations under or in
connection with the OBG issued under the Programme
Risks concerning liquidity which could affect the Group's ability to meet its financial
obligations as they fall due
The UniCredit Group is subject to liquidity risk, i.e., the risk that it will be unable to
meet its obligations, including funding commitments and deposit withdrawals, as they
fall due. In this context, the procurement of liquidity for business activities and the
ability to access long-term financing are necessary to enable the Group to meet its
payment obligations in cash, scheduled or unscheduled, and avoid prejudice to its
current activities and financial situation.
The global financial crisis and resulting financial instability have significantly reduced
the levels and availability of liquidity and term funding. In particular, the perception of
counterparty credit risk between banks has increased significantly, resulting in further
reductions in interbank lending and the level of confidence from banks' customers,
together with pressures on bond markets as a result of speculation. In addition, the
Group's access to liquidity could be further prejudiced through its inability to access
bond markets, issue securities or secure other forms of wholesale funding. In this
context, the Group has announced, as part of its 2010-2015 Strategic Plan, its intention
to decrease the proportion of wholesale funding in favour of retail funding. Therefore,
reduced customer confidence could result in the Group's difficulty in accessing retail

9

funding and to increased deposit outflows, which in turn could further limit the Group's
ability to fund its operations and meet its minimum liquidity requirements. Furthermore,
the differing tax treatment of securities issued by UniCredit and those issued by the
Italian Government has resulted in the securities issued by UniCredit being
comparatively less favourable to investors, which could lead to higher funding costs.
Therefore, further increases in the cost of interbank funding, reductions in the
availability of such funding, increases in the costs of, together with decreases in the
availability of, similar or other forms of funding and/or the inability of the Group to
dispose of its assets or liquidate its investments could affect the Group's business and
materially adversely affect its results of operations and financial condition.
UniCredit also borrows from the European Central Bank (the "ECB"). Thus, any
adverse change to the ECB's lending policy or any changes to the funding requirements
set by the ECB, including changes to collateral requirements (particularly those with
retroactive effect), could significantly affect the Group's results of operations, business
and financial condition.
In addition, supervisory authorities are increasingly monitoring the transfer of liquidity
between Group entities particularly with regard to UniCredit as a holding company
as well as requiring Group subsidiaries to reduce their respective exposures to other
Group companies. This increased oversight could affect the Group's ability to support
the liquidity requirements of its parent company and subsidiaries through inter-group
transfers of capital, which in turn could adversely affect the Group's results of
operations, business and financial condition.
The UniCredit Group's results of operations, business and financial condition have been
and will continue to be affected by adverse macroeconomic and market conditions
The Group's performance is influenced by the condition of financial markets and the
macroeconomic situations of the countries in which it operates. In recent years, the
global financial system has been subject to considerable turmoil and uncertainty and, as
of the date of this Prospectus, short to medium term expectations of global economic
performance remain uncertain. The global financial system began showing signs of
disruption in August 2007 and its condition worsened significantly thereafter following
the bankruptcies of several major international financial institutions beginning in
September 2008. Such continued deterioration has led to significant distortions in global
financial markets, including critically low levels of liquidity and of the availability of
financing (with consequentially high funding costs), historically high credit spreads,
volatile and unstable capital markets and declining asset values. In addition, the
international banking system has been imperilled with unprecedented issues, which have
led to sharp reductions in and, in some cases, the suspension of interbank lending.
The businesses of many leading commercial banks, investment banks and insurance
companies have been particularly subject to significant pressure. Some of these
institutions have failed or have become insolvent, have been integrated with other
financial institutions, or have required capital injections from governmental authorities,

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