Bond UniCredit 5.396% ( XS0231436667 ) in GBP

Issuer UniCredit
Market price 100 %  ▲ 
Country  Italy
ISIN code  XS0231436667 ( in GBP )
Interest rate 5.396% per year ( payment 1 time a year)
Maturity Perpetual - Bond has expired



Prospectus brochure in PDF format

Minimal amount 50 000 GBP
Total amount 300 000 000 GBP
Detailed description 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.

The Bond issued by UniCredit ( Italy ) , in GBP, with the ISIN code XS0231436667, pays a coupon of 5.396% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual







OFFERING CIRCULAR
UniCredito Italiano Capital Trust IV
»300,000,000 Aggregate Liquidation Preference
Non-cumulative Guaranteed Fixed/Floating Rate Perpetual Trust Preferred Securities
(liquidation preference »50,000 and integral multiples of »1,000 above »50,000 per Trust Preferred Security)
representing a corresponding amount of
Non-cumulative Guaranteed Fixed/Floating Rate Perpetual LLC Preferred Securities of
UniCredito Italiano Funding LLC IV
guaranteed on a subordinated basis by
UniCredito Italiano S.p.A.
Each non-cumulative guaranteed fixed/floating rate perpetual trust preferred security (a ``Trust Preferred Security'', and collectively, the ``Trust
Preferred Securities'') issued by UniCredito Italiano Capital Trust IV (the ``Trust'') represents an undivided beneficial ownership interest in the assets
of the Trust. The Trust Preferred Securities will be perpetual, will be denominated in sterling and will have a fixed rate of cash distributions of
5.396% per annum of the liquidation preference until October 27, 2015. After October 27, 2015, the Trust Preferred Securities will have a floating
rate of cash distributions equal to 1.76% per annum above the London Interbank Offered Rate for three month sterling deposits on the liquidation
preference as described in this Offering Circular. The assets of the Trust will consist of a corresponding amount of non-cumulative guaranteed fixed/
floating rate perpetual preferred limited liability company interests (the ``LLC Preferred Securities'' and, together with the Trust Preferred Securities,
the ``Preferred Securities'') in UniCredito Italiano Funding LLC IV (the ``LLC'').
Dividends and redemption and liquidation payments paid by the LLC on the LLC Preferred Securities will be used by the Trust to make cash
distributions on the Trust Preferred Securities.
UniCredito Italiano S.p.A. (the ``Bank'' or the ``Guarantor'') will guarantee on a subordinated basis all payments in respect of the LLC Preferred
Securities and the Trust Preferred Securities to the extent described in this Offering Circular and in the Subordinated Guarantees (as defined below).
Except as otherwise provided in this Offering Circular, the LLC will directly own all of the common securities of the Trust, and the Bank will directly
own all of the common securities of the LLC.
See ``Risk Factors'' beginning on page 20 for a discussion of certain risks relating to an investment in the Trust Preferred Securities.
Application has been made to the Irish Financial Services Regulatory Authority (``IFSRA''), as competent authority under Directive 2003/71/EC of the
European Parliament and of the Council (the ``Prospectus Directive'') for the Prospectus (as defined below) to be approved. Application has been
made to the Irish Stock Exchange Limited (the ``Irish Stock Exchange'') for the Trust Preferred Securities to be admitted to the Official List and
trading on its regulated market. The Trust Preferred Securities will be listed on the Official List of the Irish Stock Exchange on or about October 27,
2005. This Offering Circular constitutes the prospectus (the ``Prospectus'') for the purposes of the Prospectus Directive in connection with the
application for the Trust Preferred Securities to be admitted to the Official List of the Irish Stock Exchange. In accordance with Article 18 of the
Prospectus Directive, application will be made to the IFSRA to provide the Commission de Surveillance du Secteur Financier (the ``CSSF''), in its
capacity as competent authority in Luxembourg, with a certificate of approval attesting that this Offering Circular has been drawn up in accordance
with the Prospectus Directive, so that the Trust Preferred Securities may be admitted to trading on the Luxembourg Stock Exchange's regulated
market and listed on the Luxembourg Stock Exchange. It is expected that the Trust Preferred Securities will be listed on the Luxembourg Stock
Exchange on or as soon as practicable after the date of approval of this Offering Circular by the IFSRA. Reference throughout this document to
``Offering Circular'' shall be taken to read ``Prospectus.''
Offering Price: 100% of the liquidation preference per Trust Preferred Security plus accrued dividends, if any, from the date the Trust
Preferred Securities are issued.
The Trust Preferred Securities are expected to be assigned on issue a rating of A by Standard & Poor's Ratings Services, a Division of the McGraw-Hill
Companies Inc. (``Standard & Poor's''), a rating of A1 by Moody's Investors Service Limited (``Moody's'') and a rating of A+ by Fitch Ratings Ltd.
(``Fitch''). Investors should be aware that the ratings on the Preferred Securities are subject to change. See ``Risk Factors ^ The proposed Business
Combination could result in rating downgrades which would increase the re-financing costs of the Combined Group.'' for a discussion of certain
risks that could have a material adverse effect on the ratings of the Preferred Securities and the Bank.
None of the Trust Preferred Securities or the Subordinated Guarantees (as defined below) have been or will be registered under the United States
Securities Act of 1933, as amended (the ``Securities Act''), or any U.S. state securities laws. The Trust Preferred Securities may not be offered or sold
within the United States or to, or for the account of, U.S. persons (as defined in Regulation S under the Securities Act (``Regulation S'')), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state
securities laws. The Trust Preferred Securities are being offered and sold only outside the United States in compliance with Regulation S and the
applicable laws of the jurisdictions where those offers and sales occur. See ``Subscription and Sale.''
The Trust Preferred Securities will be represented on issue by a single global certificate in registered form (the ``Global Certificate''). The Global
Certificate will be registered in the name of a nominee for, and will be deposited with, a common depositary for Euroclear Bank S.A./N.V. as
operator of the Euroclear system (``Euroclear'') and Clearstream Banking, socie¤te¤ anonyme (``Clearstream, Luxembourg'') on or around
October 27, 2005.
Merrill Lynch International
Structuring Advisor and Global Co-ordinator
HSBC
JP Morgan
Merrill Lynch International
October 24, 2005


This Offering Circular shall not constitute an offer or an invitation to subscribe for or purchase any Trust
Preferred Securities and should not be considered as a recommendation by the Bank, the Trust, the LLC or
the Managers (as de¢ned under ``Certain De¢ned Terms'') or any of them that any recipient of this Offering
Circular should subscribe for or purchase any Trust Preferred Securities. Each recipient of this Offering
Circular shall be taken to have made its own investigation and appraisal of the condition (¢nancial or
otherwise) of the Bank, the Trust and the LLC. In making an investment decision, prospective investors
must rely on their own examination of the Bank, the Trust, the LLC and the terms of this offering,
including the merits and risks involved. Prospective investors should satisfy themselves that they understand
all the risks associated with making investments in the Trust Preferred Securities. If prospective investors are
in any doubt whatsoever as to the risks involved in investing in the Trust Preferred Securities, they should
consult their professional advisers.
No person has been authorized to give any information or to make any representations other than those
contained in this Offering Circular and, if given or made, such information or representation must not be
relied upon as having been authorized by the Bank, the Trust, the LLC or any of the Managers. Neither the
delivery of this Offering Circular nor any subscription, sale or purchase made in connection herewith shall, in
any circumstances, create any implication that there has been no change in the affairs of the Bank, the Trust
or the LLC since the date hereof or that the information contained herein is correct as of any time after its
date.
The Bank, the Trust and the LLC accept responsibility for the content of this Offering Circular and, having
made all reasonable inquiries, con¢rm that the information contained in this Offering Circular is in
accordance with the facts and contains no omissions likely to affect its import. The information contained
in the section entitled ``Business of the HVB Group'' has been derived from information published and/or
reported publicly by the HVB Group (as de¢ned under ``Certain De¢ned Terms'') and has not been
independently veri¢ed by the Bank.
The Managers accept no responsibility for, and make no representations or warranty, express or implied, as
to the accuracy or completeness of, the information set forth in this Offering Circular and nothing in this
Offering Circular is, or should be relied upon as, a promise or representation by the Managers as to the
past or the future.
This Offering Circular contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial publications
(``External Data''). It is hereby con¢rmed that (a) to the extent that information reproduced herein derives
from a third party, such information has been accurately reproduced and (b) in so far as the Trust, the
Bank and the LLC 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:
.
National Central Banks, Uf¢cio Italiano Cambi, UniCredit research and national statistics of¢ces: Data
on annual GDP growth, in£ation rates, interest rates and exchange rates of local currencies against euro ;
.
Bankscope: Data on market positions of the UniCredit Group and entities belonging to it;
.
Bank of Italy : Data used for the Bank's internal estimate of the market shares for loans and direct
deposits the Bank holds in Italy; data on the Italian banking market, in particular the number of active
bank branches and ¢nancial promoters;
.
Italian association of asset managers (Assogestioni ^ Associazione del Risparmio Gestito): Data used for
the Bank's internal estimates of market shares in mutual funds in Italy;
.
Italian Association of Leasing Companies (Assilea): Data used for the Bank's internal estimates of market
shares in leasing in Italy;
.
Italian Association of Asset Gatherers (Assoreti): Data used for the Bank's internal estimates of market
shares in asset gathering in Italy ;
.
KPMG, e.Retail Finance in Italy: Data regarding on-line customers in Italy ; and
.
Consolidated ¢nancial statements, securities prospectuses and other materials published by the HVB
Group.
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
2


calculations contained therein are based on a series of assumptions. External Data have not been
independently veri¢ed by the Bank.
Many of the UniCredit Group's customers maintain customer relationships with several banks. For this
reason, persons who are UniCredit Group customers may also be regarded as customers of other ¢nancial
institutions. Calculations of market shares or other similar data on the basis of customer numbers may
therefore result in one individual customer being counted by different institutions.
RESTRICTIONS ON OFFERS AND SALES
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities
and may not be used for the purpose of an offer to sell or the solicitation of an offer to buy in any
circumstances in which such offer or solicitation is unlawful.
The distribution of this document and the offering of the Trust Preferred Securities in certain jurisdictions
may be restricted by law. Persons into whose possession this document comes are required by the Bank, the
Trust, the LLC and the Managers to inform themselves about, and to observe, these restrictions.
No action has been taken as a matter of the laws of any jurisdiction to permit the public offering of the Trust
Preferred Securities in any jurisdiction. Accordingly, the Trust Preferred Securities may not be offered or sold,
directly or indirectly, and this Offering Circular may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in that jurisdiction. In particular, the Trust Preferred
Securities have not been, and will not be, registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account of, U.S. persons (as de¢ned in Regulation S), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable U.S. state securities laws. Further information with regard to restrictions on
offers and sales of the Trust Preferred Securities and the distribution of this Offering Circular is set out
under ``Subscription and Sale.''
The Trust Preferred Securities are not deposits or other obligations of the Bank and are not insured by any
governmental agency.
Until 40 days after the commencement of this offering, an offer or sale by any dealer (whether or not
participating in this offering) of the Trust Preferred Securities may violate the registration requirements of
the Securities Act if such offer or sale is made in the United States or to, or for the account or bene¢t of,
any U.S. person (as de¢ned in Regulation S).
The offering of the Trust Preferred Securities has not been submitted to the clearance procedure of the
Commissione Nazionale per la Societa' e la Borsa (``CONSOB''), the Italian securities authority, pursuant to
Italian securities legislation and, accordingly, no Trust Preferred Securities may be offered, sold or delivered,
nor may copies of the Offering Circular or of any other document relating to the Trust Preferred Securities be
distributed in the Republic of Italy, except as described herein. See ``Subscription and Sale.''
The Trust reserves the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less
than the full amount of the Trust Preferred Securities offered hereby.
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH INTERNATIONAL AS STABILIZING
MANAGER (THE ``STABILIZING MANAGER'') (OR ANY PERSON ACTING FOR THE STABILIZING
MANAGER)
MAY
OVER-ALLOT
OR
EFFECT
TRANSACTIONS
(PROVIDED
THAT
THE
AGGREGATE PRINCIPAL AMOUNT OF THE TRUST PREFERRED SECURITIES ALLOTTED DOES
NOT
EXCEED
105%
OF
THEIR
AGGREGATE
PRINCIPAL
AMOUNT)
OR
EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE TRUST
PREFERRED SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, IN DOING SO, THE STABILIZING MANAGER (OR ANY AGENT OF THE
STABILIZING MANAGER) SHALL ACT AS PRINCIPAL AND NOT AS AGENT OF THE ISSUER,
THE LLC OR THE BANK. FURTHERMORE, THERE IS NO OBLIGATION ON THE STABILIZING
MANAGER (OR ANY PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) TO
UNDERTAKE STABILIZATION ACTION. SUCH STABILIZING, IF COMMENCED, MAY BE ENDED
AT ANY TIME AND MUST END NO LATER THAN THE EARLIER OF (I) 30 DAYS AFTER THE
ISSUE DATE OF THE TRUST PREFERRED SECURITIES AND (II) 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE TRUST PREFERRED SECURITIES. SUCH STABILIZING SHALL BE
CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. ANY LOSS OR
PROFIT SUSTAINED AS A CONSEQUENCE OF ANY SUCH OVER-ALLOTMENT OR STABILIZING
3


SHALL BE FOR THE ACCOUNT OF THE STABILIZING MANAGER. THE STABILIZING MANAGER
ACKNOWLEDGES THAT THE ISSUER HAS NOT AUTHORIZED THE CREATION AND ISSUE OF
IN EXCESS OF AN AGGREGATE LIQUIDATION PREFERENCE OF »300,000,000 OF TRUST
PREFERRED SECURITIES.
4


Certain Defined Terms
In this Offering Circular and unless otherwise speci¢ed, references to the ``Bank'' are to UniCredito Italiano
S.p.A. and references to the ``UniCredit Group'' are to the Bank and its subsidiaries ; references to ``HVB'' are
to HypoVereinsbank AG and references to the ``HVB Group'' are to HVB and its subsidiaries ; references to
the ``Combined Group'' are to the UniCredit Group and the HVB Group assuming that the proposed business
combination is successfully completed.
References to ``Italy'' are to the Republic of Italy; references to laws and regulations are to the laws and
regulations as amended and supplemented from time to time ; references to ``EU'' are to the European
Union; references to ``k'' or ``euro'' are to the single currency introduced at the start of the third stage of
the European Economic and Monetary Union pursuant to the Treaty establishing the European Community,
as amended; references to ``»'' and to ``sterling'' are to the lawful currency of the United Kingdom ; references
to ``dollar'', ``dollars'', ``U.S. dollars'', ``US$'' or ``$'' are to the lawful currency of the United States of
America ; and references to ``billions'' are to thousands of millions.
References to the ``Managers'' are to HSBC Bank plc, J.P. Morgan Securities Ltd. and Merrill Lynch
International.
5


Forward-Looking Statements
Certain sections of this Offering Circular, including, among others, ``Risk Factors'', ``Summary'', ``Business of
the UniCredit Group'', ``Business of the HVB Group'' and ``The Combined Group'' contain various forward-
looking statements which represent management's expectations or beliefs concerning future events and are
subject to known and unknown risks and uncertainties. Forward-looking statements can be identi¢ed by,
among other things, the use of forward-looking terminology such as ``believes'', ``estimates'', ``expects'',
``may'', ``should'', ``seeks'', ``anticipates'' or ``intends'' or other similar expressions or by discussions of
strategy or intentions. A number of factors, including the investment considerations noted under ``Risk
Factors'' and other risks and uncertainties noted throughout the Offering Circular, could cause actual
results, performance or events to be materially different from those expressed or implied by such forward-
looking statements. These factors include, but are not limited to, the following : the competitive environment
in the business of the Bank and the UniCredit Group in general and in the UniCredit Group's speci¢c market
segments; changes in or failure to comply with applicable regulations; economic conditions in general and in
the UniCredit Group's speci¢c market segments; changes in operating strategy or development plans and
other factors referenced herein including under the heading ``Risk Factors.'' Given these uncertainties,
prospective investors are cautioned not to place undue reliance on such forward-looking statements. The
UniCredit Group does not have any obligation to release publicly any revisions to any forward-looking
statement to re£ect events, circumstances or unanticipated events occurring after the date of this Offering
Circular.
6


Incorporation by Reference
The following documents which have previously been published or are published simultaneously with this
Offering Circular have been ¢led with the Irish Stock Exchange and are incorporated by reference in, and
form part of, this Offering Circular :
(i)
the audited consolidated and non-consolidated annual ¢nancial statements of the Bank as at and for the
years ended December 31, 2004 and 2003; and
(ii) the unaudited consolidated interim ¢nancial statements of the Bank as at and for the six-month periods
ending June 30, 2005 and 2004.
A copy of any or all of the documents incorporated herein by reference will be available free of charge from
the principal of¢ce of AIB/BNY Fund Management (Ireland) Limited (the ``Irish Paying Agent'') so long as the
Trust Preferred Securities are listed on the Irish Stock Exchange. (See ``General Listing Informationç
Notices'').
7


Table of Contents
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Capitalization and Indebtedness of the UniCredit Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Management's Discussion and Analysis of Financial Condition and Results of Operations of the UniCredit
Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
Capital Allocation and Risk Management of the UniCredit Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Business of the UniCredit Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
Business of the HVB Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148
The Combined Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169
Regulation and Supervision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
UniCredito Italiano Capital Trust IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195
UniCredito Italiano Funding LLC IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
197
Description of the Trust Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
199
Description of the LLC Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
213
Description of the Initial Derivative Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
221
Description of the Subordinated Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
223
Description of the Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
227
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
240
General Listing Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
243
8


Summary
This summary must be read as an introduction to this Offering Circular and any decision to invest in any
Trust Preferred Securities should be based on a consideration of this Offering Circular as a whole, including
the documents incorporated by reference.
The following summary has been extracted without material adjustment from, and is quali¢ed in its entirety
by, the more detailed information included elsewhere in this Offering Circular, with which it should be read
in conjunction. Special attention should be paid to the ``Risk Factors'' section to determine whether an
investment in the Trust Preferred Securities is appropriate to that investor. For a more complete description
of the terms of the Trust Preferred Securities, the LLC Preferred Securities, the Derivative Contracts, the
Subordinated Guarantees and the Subordinated Deposits referred to in the following summary, see
``Description of the Trust Securities,'' ``Description of the LLC Securities,'' ``Description of the Initial
Derivative Contract,'' ``Description of the Subordinated Guarantees'' and ``Description of the Eligible
Investments'' and the documents described therein. Capitalized terms used and not otherwise de¢ned below
have the respective meanings given to those terms under those headings.
INTRODUCTION
Explanatory Diagram
The diagram below outlines the relationship among investors in the Trust Preferred Securities, the Trust, the
LLC and the Bank following the completion of the offering:
100% of LLC
Subordinated
Common
Deposit and
Securities
Derivative
Proceeds
Contracts
LLC
Subordinated
(Delaware)
Guarantees
LLC
100% of Trust
Proceeds
Preferred
Common
Securities
Securities
Trust
(Delaware)
Trust
Proceeds
Preferred
Securities
Investors
General
The Trust Preferred Securities will provide investors with rights to distributions and redemption and
liquidation payments that are similar to those to which they would be entitled if they had purchased the
most senior ranking non-cumulative perpetual preferred securities issued directly by the Bank that have
¢nancial terms equivalent to those of the LLC Preferred Securities.
9


Summary
The LLC will receive payments under the Subordinated Deposits (as de¢ned below and which term includes
the Initial Subordinated Deposit (as de¢ned below), and any renewals and replacements thereof, and other
Eligible Investments (as de¢ned below)) and is expected to use these payments to pay dividends on the LLC
Preferred Securities.
The Trust will use any dividends, redemption payments or liquidation payments that it receives from the LLC
on the LLC Preferred Securities to make payments to the holders of the Trust Preferred Securities.
Under the Subordinated Guarantees (as de¢ned below), the Bank will guarantee, on a subordinated basis, the
respective dividend, redemption and liquidation payment obligations of the LLC and the Trust under the LLC
Preferred Securities and the Trust Preferred Securities, respectively.
Under the Derivative Contracts (which term includes the Initial Derivative Contract, together with any
renewals or replacements thereof, if any), the LLC will become obligated to make payments to the Bank
upon the occurrence of certain events described below (see ``Description of the Initial Derivative Contract'').
The LLC will initially own all of the Trust common securities (the ``Trust Common Securities'') and the Bank
will own all of the LLC common securities (the ``LLC Common Securities'', and together with the LLC
Preferred Securities, the ``LLC Securities'').
Capital Treatment
The LLC Preferred Securities are expected to qualify as consolidated Tier I capital of the Bank and the
Subordinated Deposits are expected to qualify as stand-alone Tier I capital of the Bank under the relevant
regulatory capital guidelines of the Bank of Italy.
THE BANK AND THE UNICREDIT GROUP
The Bank is the parent company of the UniCredit Group, a full-service ¢nancial services group engaged in a
wide range of banking, ¢nancial and related activities throughout Italy and certain Central and Eastern
European countries. The UniCredit Group's activities include deposit-taking, lending, asset management,
securities trading and brokerage, investment banking, international trade ¢nance, corporate ¢nance, leasing,
factoring and the distribution of certain life insurance products through bank branches (bancassurance). As of
June 30, 2005, the UniCredit Group's multi-channel distribution network comprised 4,415 branches (of
which 3,086 were located in Italy), various licensed banks held either directly as subsidiaries or through
joint ventures in a number of countries and a network of 2,250 licensed ¢nancial consultants (promotori
¢nanziari), as well as internet and telephone banking capabilities.
As of June 30, 2005, the UniCredit Group was the largest banking group in Italy in terms of market
capitalization (approximately k28 billion) and had 68,247 employees (of which 38,527 were based in Italy).
In terms of total assets, as of June 30, 2005, the UniCredit Group was the second largest bank in Italy and
controlled the largest commercial banks in Croatia and Bulgaria, the second largest commercial bank in
Poland and had signi¢cant operations in Slovakia, the Czech Republic, Romania, Bosnia-Herzegovina and
Turkey. As of June 30, 2005, the Bank believes that it holds, in Italy, a 10.8% market share for loans and
9.2% for direct deposits (Source : internal estimates based on Bank of Italy data), and a market share of
14.9% for mutual funds (Source : internal estimates based on data of the Italian association of asset
managers, Assogestioni ^ Associazione del Risparmio Gestito).
The principal place of business of the Bank is Piazza Cordusio, 2, 20123 Milan, Italy, and its telephone
number is + 39 02 8862 8136 (Investor Relations).
The HVB Offer and Business Combination
On June 12, 2005, the Bank announced its intention to launch three public tender offers (the ``Offers'') in
Germany, Austria and Poland for all of the shares of (i) Bayerische Hypo- und Vereinsbank
Aktiengesellschaft, Munich, Germany (``HypoVereinsbank'' or ``HVB'' and, together with its af¢liated
companies, the ``HVB Group'', and such offer, the ``HVB Offer''), (ii) Bank Austria Creditanstalt AG,
Vienna, Austria (``Bank Austria'' and, together with its af¢liated companies, the ``BA-CA Group'', and such
offer, the ``Bank Austria Offer''), and (iii) Bank BPH Spo¤/lka Akcyjna, Krako¤w, Poland (``Bank BPH'' and,
together with its af¢liated companies, the ``Bank BPH Group'', and such offer, the ``BPH Offer'').
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