SUPPLEMENT DATED 3 AUGUST 2007 TO THE PROSPECTUS DATED 17 NOVEMBER 2006

UNICREDITO ITALIANO S.p.A. (incorporated as a Società per Azioni in the Republic of Italy under registered number 00348170101) and UNICREDITO ITALIANO BANK (IRELAND) p.l.c. (incorporated with limited liability in Ireland under registered number 240551) and INTERNATIONAL BANK (LUXEMBOURG) S.A. (incorporated as a public limited liability company (société anonyme) under the laws of the Grand Duchy of Luxembourg, having its registered office at 1, Allée Scheffer, L-2520 Luxembourg and registered with the Luxembourg trade and companies register under number B.103.341) UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY UNICREDITO ITALIANO S.p.A. in the case of Notes issued by UniCredito Italiano Bank (Ireland) p.l.c. and UniCredit International Bank (Luxembourg) S.A.

€50,000,000,000 Euro Medium Term Note Programme

This Supplement (the Supplement) to the Prospectus (the Prospectus) dated 17 November, 2006 which comprises 3 base prospectuses constitutes a supplement for the purposes of Article 13.1 of Chapter 1 of Part II of the Luxembourg Act dated 10 July, 2005 on prospectuses for securities (the Prospectus Act) and is prepared in connection with the Euro Medium Term Note Programme (the Programme) established by UniCredito Italiano S.p.A., UniCredito Italiano Bank (Ireland) p.l.c. and UniCredit International Bank (Luxembourg) S.A. (the Issuers). Terms defined in the Prospectus have the same meaning when used in this Supplement. This Supplement constitutes a Supplement to, and should be read in conjunction with, the Prospectus and the supplement to the Prospectus dated 30 May, 2007 issued by the Issuers. Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuers and the Guarantor (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and contains no omissions likely to affect its import.

On 30 July, 2007 the UniCredito extraordinary ordinary shareholders' meeting approved the merger plan between UniCredito and Capitalia S.p.A., on the basis of an exchange ratio of 1.12 UniCredito ordinary shares for each Capitalia ordinary share, and the related changes of the articles of association.

• Information Document relating to the merger into UniCredito of Capitalia S.p.A., drawn up pursuant to Section 70, paragraph 4, of the CONSOB Regulation No. 11971/99:

- Disclaimer – Risk Factors: page 11 - Information: page 25 - Brief Description of the Terms and Conditions of the Merger: page 25 - The Merger Entities: page 25 - Procedure, terms and conditions of the Merger: page 31 - Impact of the Merger on the Shareholding Structure of UniCredito: page 49 - The effects of the Merger on the shareholders agreements concerning the shares of the companies involved in the Merger: page 54 - Rationale and Main Elements of the Merger: page 57 - Rationale of the Merger: page 57

- Programs made by UniCredito with reference to business prospects and potential restructuring and/or reorganizations: page 59 - Documents at the Disposal of the Public: page 62 - Significant Effects of the Merger: page 63 - Expected Synergies: page 63 - Overall Synergies: page 63 - One-off integration costs: page 64 - The Effects of the Merger on Capital Structure and Profitability: page 64 - Statement of Income, Balance Sheet and Financial Highlights of Capitalia: page 65 - Comparative Table of the Reclassified Balance Sheet and Income Statement for the Last Two Years : page 65 - Audit of Financial Accounts: page 70 - Net Financial Position: page 71 - UniCredito Consolidated Pro-Forma Financial Figures: page 73 - Consolidated Pro-Forma Balance Sheet and Income Statement-Bases for Preparation: page 73 - Consolidated Pro-Forma Balance Sheet and Income Statement as at December 31, 2006: page 74 - Explanatory notes: page 76 - Consolidated Pro-Forma Share Indicators: page 79 - Independent Auditors’ Reports of Pro-Forma Statement of Income and Balance Sheet Figures: page 79 - Prospects of UniCredito and its Group: page 80 - Capital Structure and Recent Results: page 80 - Forecasts: page 80

Any information not listed in the cross-reference list but included in the documents incorporated by reference is given for information purposes only. A copy of (i) the press release dated 30 July, 2007 relating to the approved merger by incorporation of Capitalia S.p.A. in UniCredito and (ii) the Information Document relating to the merger into UniCredito of Capitalia S.p.A. drawn up pursuant to Section 70, paragraph 4, of the CONSOB Regulation No. 11971/99, has been filed with the Commission de Surveillance du Secteur Financier and is incorporated by reference in this Supplement and, by virtue of this Supplement, that press release is incorporated in, and forms part of, the Prospectus. Copies of all documents incorporated by reference in the Prospectus can be obtained from the registered office of each of the Issuers and from the specified office of the Paying Agents for the time being in London and Luxembourg as described on page 29 of the Prospectus. Copies of this Supplement and all documents incorporated by reference in the Prospectus are available on the Luxembourg Stock Exchange's website (www.bourse.lu). On 8 June, 2007 Monte dei Paschi di Siena S.p.A., Capitalia S.p.A. and UniCredito, in relation to their shareholding in Assicurazioni Generali S.p.A., exercised their withdrawal right according to the consultation pact signed in 2003 jointly deciding not to renew the pact, which will thus expire on 13 September, 2007. On 12 June, 2007 UniCredito Board of Directors approved a capital increase linked to the Group long term incentive plan for no. 860 selected key managers and employees of the Group, providing for the allocation of no. 29,809,423 stock options and the promise to grant no. 8,205,268 performance shares, conditional upon achieving performance targets set at Group and single Division level in the strategic plan.

On 22 June, 2007 UniCredito announced that the rating agencies Standard & Poor's and Fitch Ratings affirmed the rating assigned to UniCredito respectively at "A+" and "A+" for long-term debts and at "A-" and "F1" for short-term debts with respectively a stable outlook and a positive outlook. These rating actions

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follow the announcement that BA-CA, responsible within the Group for commercial banking activities in CEE, has signed a share purchase agreement with private shareholders to acquire a majority shareholding in JSC ATF Bank in Kakakhstan. On 5 July, 2007 UniCredito announced that BA-CA has signed an agreement to acquire approximately 95 per cent. of the share capital of Ukrsotsbank from the group of investors represented by . The acquisition will reinforce the Group's presence in , where the Group is already present through its subsidiaries HVB Ukraine and UniCredit Bank Ltd. The transaction is expected to be completed in the last quarter of 2007, and the purchase price, to be financed entirely from BA-CA's existing cash resources, will comprise a post-closing price adjustment based on Ukrsotsbank's net asset value at closing. Completion of the transaction is subject to the satisfaction of a number of conditions including, inter alia, receipt of all necessary regulatory authorizations and consents, such as the approvals of the Bank of Italy and of the Austrian Financial Markets Authority, the approval of the National Bank of Ukraine, as well as approval of the local Anti-Monopoly authority and other customary conditions for a transaction of this nature.

On 6 July, 2007 UniCredito announced that the rating agency Standard & Poor's affirmed the rating assigned to UniCredito at "A+" for long-term debts and at "A-1" for short-term debts with a stable outlook. These rating actions follow the announcement that BA-CA, responsible within the Group for commercial banking activities in CEE, has signed a share purchase agreement with Interpipe Group to acquire a 95 per cent. shareholding in Ukrsotsbank in Ukraine.

On 17 July, 2007 UniCredito Board of Directors appointed Sergio Ermotti, Paolo Fiorentino and Roberto Nicastro as Deputy CEOs directly reporting to CEO Alessandro Profumo.

• Sergio Ermotti was named Deputy CEO with responsibility for the Markets & , Corporate Banking, and Private Banking Divisions.

• Paolo Fiorentino was appointed Deputy CEO for the Global Banking Services functions, as well as Legal Affairs (led by Maurizia Angelo Comneno on an interim basis) and Group Identity & Communications (led by Marc Beckers).

• Roberto Nicastro was appointed Deputy CEO with responsibility for the Retail, CEE and the Poland Markets Divisions.

• The governance functions will continue to report directly to the CEO Alessandro Profumo, with Chief Financial Officer Ranieri de Marchis, Chief Risk Officer Henning Giesecke, and Head of Human Resources Rino Piazzolla.

On 20 July, 2007 UniCredito announced that Paolo Vagnone resigned as member of UniCredito Board of Directors.

On 30 July, 2007 UniCredito announced that Antonio Maria Marocco has been appointed as member of UniCredito Board of Directors.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus and the supplement to the Prospectus dated 30 May, 2007 has arisen or been noted, as the case may be, since the publication of the Prospectus and the supplement to the Prospectus dated 30 May, 2007.

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