UniCredit Group approves the transfer of 184 branches to 12 Italian banking groups for a total sale price of euro 747 million

Price sensitive

In line with the commitments made to the Italian Antitrust Authority, on the date hereof, UniCredit Banking Group has signed an agreement for the transfer of 184 branches (the “Branches”) to Banca Popolare di Milano, Credito Emiliano, Banca popolare dell’Emilia Romagna, Banca Carige, Banca Popolare dell’Etruria e del Lazio, Banca Agricola Popolare di Ragusa, Banca Popolare di S. Angelo, BCC San Giuseppe di Petralia Sottana, BCC di Lercara Friddi, BCC Don Rizzo – Credito Cooperativo della Sicilia Occidentale, BCC di Sambuca, BCC “G. Toniolo” di San Cataldo, (collectively, the “Purchasing Banks”).

The overall value of the transaction – subject to a possible price adjustments – is equal to €747 million. The Purchasing Banks are entitled to the option of transferring back to the selling bank approximately 6.5% of the purchased customer loans. Such option may be exercised within 5 months following the effective date of the transaction. The transaction also foresees, with respect to 45 UniCredit-owned real estate properties in which the Branches are located, the right by the Purchasing Banks to acquire such real estate properties within a certain time frame for an overall value of €62 million. The transaction, subject to the relevant authorisation by the relevant Authorities (Banca d’Italia and the Italian Antitrust Authority) and to the remainder law notices, is expected to close within the end of 2008 fourth quarter. Throughout the transaction, the Purchasing Banks are assisted by Mediobanca – Banca di Credito Finanziario, KPMG Corporate Finance and Rothschild as financial advisors and by Chiomenti Studio Legale as legal advisor.