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12.09.2006

UniCredit Group takes further key steps towards its targeted organization structure

  • 77.53 percent holding of HVB in BA-CA to be transferred to UniCredit
  • Russian IMB and HVB’s Baltic operations to be transferred to BA-CA
  • BA-CA’s role as hub for CEE operations within UniCredit Group strengthened

Today the UniCredit Group has made some further important decisions with regards to the announced reorganisation of the Group. Following the decision of the Board of Directors of UniCredit to acquire Bank BPH from Bank Austria Creditanstalt (BA-CA) and to contribute UniCredit's banking shareholdings in CEE (excluding Poland) to BA-CA dated 4 August 2006, the bodies of UniCredit, HypoVereinsbank (HVB) and BA-CA have resolved on a number of transactions aimed at further strengthening the position of the Group as a leading European financial institution: the transfer of the HVB’s shareholding in BA-CA to UniCredit,  the transfer of HVB's activities in Russia and the Baltic area to BA-CA and the transfer of the HVB’s subsidiary in the Ukraine to UniCredit.

These resolutions have the objective to simplify UniCredit Group's corporate structure and governance for a better accountability, to align Group entities to their core markets and facilitate the management of the business divisions and the achievement of its business goals. The transactions will again strengthen the role of BA-CA as the competence centre for activities in Central and Eastern Europe.

Overview of all transactions:
HVB to sell its holding in BA-CA to UniCredit
HVB will sell its 77.53% shareholding in BA-CA to UniCredit at a price of EUR 109.81 per share equivalent to a total cash consideration of approximately EUR 12.5 billion. Following this transaction UniCredit will have a direct share of 94.98 percent in BA-CA. At present it holds a direct share of 17.45 percent.

Transfer of HVB's share in Russian IMB to BA-CA
HVB will sell a shareholding of up to 70.3% in International Moscow Bank (IMB) to BA-CA for a cash consideration of up to approximately EUR 984 million (including the 23.4% shareholding in IMB currently being sold by Nordea to HVB).

IMB is a financial institution that currently specialises in corporate clients, though efforts are underway to expand its retail banking business as a second pillar. IMB is the ninth largest Russian bank with total assets of USD 6.5 billion. It employs roughly 1,800 staff, operates 36 branches and provides services for around 190,000 clients (as of 30 June 2006).

Transfer of HVB's activities in the Baltic area to BA-CA
HVB will sell its 100% shareholding in HVB Bank Latvia to BA-CA for a cash consideration of EUR 35 million plus the capital increase of HVB Latvia of approximately EUR 40 million subscribed by HVB in August 2006.

HVB Latvia will establish branches in Estonia and Lithuania. In a second step, the assets and liabilities of the existing branches of HVB in Estonia and Lithuania will be transferred at a price of EUR 10 million as goodwill to the branches of HVB Latvia established in these countries respectively.

HVB Bank Latvia has total assets of around EUR 360 million. It has one branch in Riga and employs approximately 70 staff. The HVB's Estonian branch located in Tallinn has total assets of about EUR 75 million and employs 24 staff. The total assets of HVB’s Lithuanian branch in Vilnius amount to EUR 390 million; it employs a staff of 46.

Transfer of HVB Ukraine to UniCredit
HVB will sell its 100% shareholding in HVB Ukraine to UniCredit for a cash consideration of EUR 83 million. UniCredit will have the right to assign the underlying share purchase agreement either to Bank Pekao or to Bank Pekao's Ukrainian subsidiary UniCredit Bank Ltd, with the objective to integrate such Ukrainian activities in Bank Pekao

All transactions are subject to the approval of HVB's extraordinary shareholders' meeting to be held on 25 October 2006, as well as to the approval of the relevant authorities.

All transactions prices in the context of the transfer of BA-CA and the reorganization of HVB's CEE assets are based on an independent valuation appraisal by PricewaterhouseCoopers.

The current integration in UniCredit Group is strengthening BA-CA's market position on a sustainable basis.
As already announced on 4 August 2006, UniCredit will transfer its shareholding in banks in the Czech Republic, Slovakia, Croatia, Romania, Bulgaria and Turkey as in-kind contributions to BA-CA, in exchange for newly issued BA-CA shares, while BA-CA will sell its shareholding in Polish Bank BPH to UniCredit. In consideration of these transaction as well as those announced today, the position of BA-CA will be strengthened as a result of the ongoing integration within the UniCredit Group and will be directly responsible within the Group for operations in Central and Eastern Europe (CEE).

BA-CA together with UniCredit Group operates the largest international banking network in CEE with more than 3,000 offices, more than 60,000 employees and approximately 17 million customers.

For more information:

Bank Austria Creditanstalt Press Department, Austria
Peter N. Thier, Tel. +43 50505 52371
E-Mail: peter.thier@ba-ca.com