Voluntary Takeover Bid - GZ 2005/1/4

(i) Both the cash settlement as well as the exchange offer are subject to the following conditions precedent:
Acquisition of a controlling interest in the meaning of the Austrian Takeover Act in Bayerische Hypo- und Vereinsbank Aktiengesellschaft with its registered office in Munich at Kardinal-Faulhaber Straße 1, 80333 Munich, Germany (“HypoVereinsbank” jointly with its group company “HVB Group”) by the Offeror after settlement of the HVB Offer (as defined in the Offer Document);

 (ii) the exchange offer is subject to the following condition precedent:
Within two weeks after the aforementioned condition is met, Deloitte Financial Advisory Services S.p.A., Milano, Italy or another expert properly appointed as an independent external expert will confirm that the value of the tendered BA-CA shares correspond to the valuation pursuant to Article 2343 of the Italian Civil Code (Codice Civile) stated in the expert opinion presented to the general shareholders’ meeting of UniCredit S.p.A. of 29 July 2005; the capital increase was decided at the general shareholders’ meeting that made it possible for the board of UniCredit S.p.A. to release the shares offered in accordance with Article 2343 of the Italian Civil Code (Codice Civile).

The cash offer and the contracts by which the cash offer is accepted expire if the condition mentioned in the above item (i) does not occur by 15 May 2006. The exchange offer and the contracts by which the exchange offer is executed expire unless both conditions mentioned above do not occur by 15 May 2006. 

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