UniCredit transfers its CEE banking shareholdings to BA-CA (including Turkey, excluding Poland)

BA-CA sells Polish subsidiary Bank BPH to UniCredit

Today, the Board of Directors of UniCredito Italiano S.p.A (UniCredit) and the Supervisory Board of BA-CA have respectively adopted two resolutions on the basis of which:

• BA-CA will sell the 71.03% shareholding it currently owns in Bank BPH S.A.'s (BPH) share capital to UniCredit (BPH Transfer) and

• UniCredit will contribute to BA-CA a business unit (CEE Business Unit) comprising its banking shareholdings in Central and Eastern Europe (CEE), excluding Poland in exchange for newly issued BA-CA shares.

BPH Transfer to UniCredit

The transaction ill consist of the sale of the controlling stake in BPH by BA-CA to UniCredit against payment by UniCredit to BA-CA of the total amount of approximately EUR 4.3 bln comprising:

• Three yearly cash installments between 2007 and 2009, equivalent to 71.03% of BPH's earnings for the period ( calculated as a percentage of the combined earnings of Bank Pekao and BPH), currently estimated to be equal to approximately EUR 0.7 bln and

• A fixed cash payment at the end of 2009 of EUR 3.6 bln.The BPH Transfer follows UniCredit's undertakings to the Polish Banking Supervisory Commission to consolidate all activities carried out in Poland directly under UniCredit. The transaction which will be subject to the approval of the Austrian Financial Market Authority (FMA) is expected to be completed around October 2006.

Transfer of UniCredit CEE Business Unit to BA-CA

The CEE Business Unit comprised the following shareholdings held by UniCredit in banks operating in CEE:

• 50.00% of Koc Finansal Hizmetler A.S., Turkey,

• 81.91% of Zagrebacka banka D.D., Croatia,

• 86.13% of Bulbank A.D., Bulgaria,

• 100.00% of Zivnostenska banka a.s., Czech Republic,

• 97.11% of UniBanka a.s ., Slovakia and

• 99.95% of UniCredit Romania S.S., Romania.

The CEE business Unit also includes management and support activities relating to the CEE banks listed above.

The transaction will consist of the contribution in kind of the CEE Business Unit from UniCredit to BA-CA in exchange for 55 mln newly issued BA-CA shares. The issue price in relation to the value of the contribution will have to be confirmed by an independent expert appraisal to be delivered following the resolution of the capital increase to be taken by BA-CA's Managing Board and Supervisory Board in the course of the last quarter of 2006. The newly issued BA-CA shares would not carry dividend rights with respect to the financial year ending 31 December 2006. UniCredit would, in turn, retain the right to any dividend apid by the CEE banks transferred with respect to the financial year ending 31 December 2006.

The envisaged transaction is consistent with the future role of BA-CA within the UniCredit Group as the hub for CEE activities as announced in the Austrian Take Over offer by UniCredit in August 2005.

The transaction, which will be subject to the approval of the FMA and any other competent Austrian supervisory authority, as well as all relevant authorities in all jurisdictions involved, is expected to be completed at the beginning of January 2007 with the registration of BA-CA's capital increase.

Following completion of the transaction, UniCredit's direct and indirect shareholding in BA-CA are expected to increase from the current 94.98% to 96.35%

JP Morgan and Deloitte acted as financial advisers to BA-CA for the BPH Transfer. Citigroup Global Markets and Deloitte acted as financial advisers to BA-CA for the transfer of the CEE Business Unit.