PARTIAL DEMERGER OF UNICREDIT CREDIT MANAGEMENT BANK S.P.A. IN FAVOUR OF UNICREDIT S.P.A. DETAIL OF THE ASSETS REPRESENTING THE GOING CONCERN TO BE DEMERGED 1
The partial demerger will be carried ut by means f the transfer int f UniCredit S.p.A. (UC) f the assets f the business f UniCredit Credit Management Bank S.p.A. (UCCMB) essentially cmpsed f the assets, liabilities, resurces, gds, rights, bligatins, respnsibilities, legal relatinships, pwers, duties, expectatins and, in general, f all individual psitins f a substantive nature related r in any case referable t the activities and peratins n lnger cnsidered strategic (hereafter Business n-cre ); they are identified n the basis f the UCCMB half year balance sheet as at June 30, 2014. Briefly, the cmplex f the assets bject f the demerger is the fllwing: DEMERGER BALANCE SHEET AS AT 30/06/2014 Amunts in Eur 10. 20. 40. 60. 70. 80. 90. 100. 110. 120. 130. 150. Assets Cash and cash equivalent Financial assets held fr the negtiatin Financial assets available fr the sale Receivables twards banks Receivables twards clients Hedge derivatives Value adjustment f the financial assets subject t general cverage (+/-) Participatins Material assets Intangible assets - f which gdwill Tax assets a) current b) anticipated Other assets Demerger in favur f UC 20,954,949 173,864,473 2 668,624,627 873,424,632 6,055,372 194,819,422 145,034,697 Ttal assets 1,887,958,752 Liabilities 10. Debts twards banks 20. Debts twards clients 30. Issued debt securities 40. Negtiatin financial liabilities 60. Hedge derivatives 70. Value adjustment f the financial liabilities subject t Demerger in favur f UC 0 80. general cverage (+/-) Tax liabilities 12,424,052 a) current 12,424,052 b) deferred 27,473,892 100. Other liabilities 182,853 110. 120. Severance indemnity (TFR) Prvisins fr risks and charges: 77,529,132 a) abeyance and similar bligatins 77,529,132 b) ther prvisins Ttal liabilities 117,609,929 DEMERGER ACCOUNTING NET VALUE 1,770,348,823 BANK GUARANTEES (CREDITI DI FIRMA) 46,622,3011 2
The perimeter f the Ging Cncern t be Demerged shall include, by way f example: a) the receivables (and the related receivable rights) held in prperty and cnsidered nnstrategic fr UCCMB (Residual Prtfli), r the securities that will be issued by the vehicle cmpany cncerning the self-securitizatin pursuant t Law N. 130 dated 30 April 1999, f the entire r part f the abve mentined prtfli, which may be finalized during the furth trimester 2014 (the Self-securitizatin Aspra ); b) the cash invested and/r depsited in UC as well as the receivables fr the enfrcement f hld harmless prvisins definitively and cntractual indemnities; c) the participatins in cmpanies in liquidatin cnsidered nn-strategic fr UCCMB and the units f the Real Estate Fund cnsidered nn-strategic and the relevant liabilities and assets, als related t the sharehlders lans fr liquidatin; d) the receivables and debts, including the legal expenses, resulting frm the cntracts cncerning the Ging Cncern t be Demerged (including thse twards suppliers, prfessinals, cnsultants); e) the invices t be cllected by UC, the interim payments n legal disputes and revcatins guaranteed by hld harmless prvisins, the receivables twards UC fr interim hld harmless prvisins n passive legal disputes and revcatins, ther receivables cncerning the Ging Cncern t be Demerged and the rights f indemnificatins n receivables ex Aspra, even if paid ff, as well as the prtin f the tax receivables n DTA law. 214 divided in prprtin t the demerged net asset; f) the risks related t bank guarantees (crediti di firma) cnnected t distress transactins included in pint a) as well as the cnnected adjustment apprpriatins allcated within ther liabilities ; g) the prvisins fr risks and charges cncerning the Ging Cncern t be Demerged (in particular, thse fr the risks cnnected t passive revcatins cncerning the receivables bject f transfer and thse cnnected t the deteriratin f the participatins in cmpanies in liquidatin); h) the instrumental cntracts, r at least thse nly cnnected, t the peratin f the Ging Cncern t be Demerged, which d nt result t determine, at the date f effectiveness f the demerger, any effects n the aggregates f assets, liabilities, guarantees and cmmitments bject f attributin t the Beneficiary Cmpany (as databases, cntracts f rental/lease f mtr vehicles in use t the Emplyees, etc.); i) the authrizatins, cncessins, licenses, utilities exclusively cnnected t the activity f the Ging Cncern t be Demerged (as utilities f mbile phnes, etc.); j) all the cntracts cncerning the assets, liabilities, guarantees and cmmitments cnnected r, in any case, referable t the abve mentined assets and liabilities referred t in pint frm a) t g); k) all the psitins, management activities, situatins, legal relatinships, as well as litigatin and/r curt prceedings, bligatins, respnsibilities and in general individual psitins in any case referable t the abve mentined assets and liabilities referred t in pint frm a) t g) 3
l) the rights t be indemnified and held harmless, the expectatins r individual psitins as well as the cmplaints, requests, claims, injunctins and litigatins, pending r in any case nt definitively cncluded at the Date f Effectiveness f the demerger, received and/r initiated subsequently such date, twards UC cncerning, deriving frm, cnnected r in any case referable t receivables ex Aspra Finance included in the ging cncern t be demerged (with the exceptin f the rights and relatinships which are subject t transfer in favr f the transferee vehicle in the cntext f the Self-securitizatin Aspra as well as with the exceptin f the rights and relatinships cnnected t the Cre Prtfli and fr the rights and relatinships referable t the Receivables ex-aspra paid-ff and nn-bject f indemnificatin; m) the receivables rights that have nt been waived twards the c-debtrs (debtrs and guarantrs) cncerning the Receivables ex-aspra paid-ff and bject f indemnificatin; n) ther tax assets and liabilities anticipated and deferred cnnected t, r in any case cncerning, the assets and liabilities referred t in pints frm a) t g); ) the cntractual relatinships existing with the Emplyees, fr an verall number f 17 resurces at the date f 30/06/2014, assigned t the Ging Cncern t be Demerged. Cnsequently, the severance indemnity ( Trattament di fine rapprt ) and all the ther liabilities with respect t the apprtinment referred t the abve mentined Emplyees (as, by way f example, VAP, bnus, accrued but nt taken hlidays, and ther related liabilities/funds) are included in the liabilities subject t demerger. It is clarified that the number f resurces may change in relatin t the verall dynamics f the prtfli that will be cnsidered within the ging cncern t be demerged; p) all the bligatins, guarantees, hld harmless prvisins, rights t indemnities and undertaken, received r issued cmmitments cncerning the Ging Cncern t be Demerged; q) the accruals and deferrals even nt directly assciated t specific assets and liabilities, but cncerning the Ging Cncern t be Demerged. The fllwing cmpnents are als part f the Ging Cncern t be Demerged, with regard t relatinships, psitins, respnsibilities, rights, bligatins based n a judicial title, bth definitive and nn-definitive, r having current prcedural imprtance, r having ptentialities r risk f giving rise t situatins having future prcedural imprtance, referred t facts happened befre the date f effectiveness f the demerger, and cncerning the Ging Cncern t be Demerged, except fr what is specified in rder t the tax reprts and t the tax bligatins: 1) all the rights, duties, bligatins, respnsibilities, pwers, charges, r - in general - the cases, expectatins r individual situatins deriving frm r cnnected t cmplaints, claims, litigatins, judgments r prceedings, f any type (including, but nt limited t, administrative r civil als in relatin t the judicial invlvement f UCCMB as civil liable subject in the area f criminal prceedings -, rdinary, precautinary, executive, arbitratin, extrajudicial, etc.), pending r in any case nt definitively cncluded at the Date f Effectiveness f the demerger, received and/r started subsequently t such date, related t, cnnected with r in any case referable t the Ging Cncern t be Demerged als if they cncern gds and relatinships that, althugh related t the Ging 4
Cncern t be Demerged, have been alienated, transferred, ceased, extinct, interrupted befre the Date f Effectiveness f the demerger. Such disputes, prceedings r judgments shall be cntinued by r twards the sle UniCredit S.p.A.; 2) all the current r future requests, cmplaints, claims, calls t cnciliatin, labur r scial security disputes related t the Emplyees included in the Ging Cncern t be Demerged; 3) all the rights, duties, bligatins, respnsibilities, pwers, charges, r - in general - the cases r individual situatins f any kind already existing r nly ptential at the Date f Effectiveness f the demerger cnnected with r in any case referable t the Ging Cncern t be Demerged, and, in particular, t the gds, cntracts, legal relatinships, cases r situatins (including thse f mere credit r debt) included in the Ging Cncern. Therefre, fr all the future cmplaints, disputes, prceedings r judgments related t them, als if cncerning facts r actins referable t UCCMB (als as universal r particular successr f ther subjects) and ccurred befre the Date f Effectiveness f the demerger, UC shall be exclusively liable and having substantial right; 4) the indirect taxes and the taxes specifically related t the transactins included within the Ging Cncern t be Demerged and t all the litigatins, sentences, appeals, prceedings referred t under pint 1 abve. The bligatins set frth under this pint 1, are transferred t the Beneficiary Cmpany with effects twards third parties, in case f transferable bligatins, because nt indisslubly bind t the Demerged Cmpany; therwise, the management f the relatinship including the recurse twards the client shall be entrusted t the Beneficiary Cmpany, als in dergatin t what is hereafter prvided, it being understd that the Demerged Cmpany will have the bligatin t appeal in first persn (if necessary) the measures addresses t it, n the basis f the elements prvided by the Beneficiary Cmpany. With reference t the items included in the Ging Cncern t be Demerged, the terms and the mdalities, in rder t guarantee the absence f prejudicial elements in UCCMB, will be pinted ut in the Demerger Deed. Save fr the items listed abve, the fllwing cmpnents are nt subject t the demerger in favr f UC, as they are nt part f the Ging Cncern t be Demerged, as identified abve: r) the senir ntes f the Aurra securitizatin vehicle accunted within the Available Assets fr the Sale; s) part f the prtfli f the deterirated receivables tward the clients being part f the Cre Prtfli, the cntracts f sub-participatin and the relatinships cncerning the banking activities related t the business (current accunts, mrtgages, receivables twards the Public Administratin, acquired tax receivables) that the cmpany intends t significantly imprve; t) the participatins in the cntrlled UniCredit Credit Management Immbiliare (UCCMI), which results t be functinal and ancillary t the future activities f UCCMB fr the purpse f managing the enfrcement f the real estate cllaterals, as well as any ther participatins cnsidered strategic; u) the receivables cncerning invices t be cllected and t be issued twards clients and ther residual receivables generally cnnected t the cre business; 5
v) the cllectin by client in current accunts; w) the debts twards suppliers (als fr legal expenses) and ther residual debts cncerning the cre business; x) the debts, the accruals fr bligatins and the allcatin fr severance indemnity related t the emplyees with exclusin f the emplyees t be demerged; y) the accruals with respect t risks cnnected t the peratin f recvery f managed deterirated receivable and different ther risks and bligatins nt related t the Ging Cncern t be Demerged; z) the management activity f recvery f the psitins f the UniCredit Grup, indicatively, lwer than Eur 1 millin fr the new flws and Eur 8,5 millin fr the existing stck (defined Under Threshld ), besides the management f the recvery f the extra-captive prtfli, by means f a specialized platfrm ptentially t be utsurced. 6