UniCredit S.p.A. 2008 Reports and Accounts UniCredit S.p.A. 2008 Reports and Accounts www.unicreditgroup.eu At UniCredit Group we are aware that our business activities have an impact on the environment, and always factor environmental sustainability into our strategic decisions. In 2009 the greenhouse gas emissions associated with the paper used for the publication of 2008 Consolidated Reports and Accounts and Sustainability Report have been offset by a contribution to a biomass-fueled district heating plant in Italy (Valtellina). The offsets for the 2008 Consolidated Reports and Accounts and Sustainability Report were executed in association with AzzeroCO2 UniCredit Italian Joint Stock Company Registered Office: Rome, Via A. Specchi, 16 Pictures General Management: Milan, Piazza Cordusio Registration number in the Rome Trade and Companies Register, Cover, sorter pages and Top Manager Tax Code and VAT No. 00348170101 Entered in the Register of Banks Courtesy Ferruccio Torboli (UniCredit Group) Parent Company of the UniCredit Banking Group Banking Group Register No. 3135.1 Member of the Interbank Deposit Protection Fund Capital Stock: e 7,170,400,150.00 fully paid in Printed on certified recycled chlorine-free paper. Our Commitment is Our Strength 2008 was a year that posed significant challenges to the global economy, to the financial services industry and to our business. To date, our business model remains sound, and our outlook is positive for our future operations. We remain positive because we know that we can count on our greatest strength. It is our solid and rigorous commitment - to our customers, to our people, to our investors, to the communities we serve, to our core values, to culture, to quality in everything we do, and to the sustainable success of our enterprise. Every day we renew that commitment through the efforts and expertise of more than 174,000 people in 22 countries. That is why this year’s Annual Report features the photographs and words of UniCredit Group employees. No one could express our commitment more eloquently than the men and women who live it every day. They speak to you from our branches and offices across Europe. Each message is different. Each expresses what commitment means to them, to their customers, and to their colleagues every single working day. We feel that their words, their ideas truly capture the spirit of UniCredit Group – the spirit of commitment, our greatest strength. UniCredit S.p.A. 2008 Reports and Accounts «The secret of our «The network of our Group strength is quite simple: allows us to support our customers we do not follow with different specialized products. corporate values handed The values of the Integrity Charter down to us from a sheet differentiate our Group. Different of paper. languages, different cultures, We exemplify through our different working experiences, own lives what the sheet but one Group, one commitment of paper has to say!» and one way - straight forward! That is our strength.» Oliver Riedl Germany Christian Kiss Austria Board of Directors, Board of Statutory Auditors and External Auditors Board of Directors Dieter Rampl Chairman Gianfranco Gutty Deputy Vice Chairman Franco Bellei Deputy Chairmen Berardino Libonati Fabrizio Palenzona Anthony Wyand Alessandro Profumo CEO Manfred Bischoff Directors Vincenzo Calandra Buonaura Enrico Tommaso Cucchiani Donato Fontanesi Francesco Giacomin Piero Gnudi Friedrich Kadrnoska Max Dietrich Kley Marianna Li Calzi Salvatore Ligresti Luigi Maramotti Antonio Maria Marocco Carlo Pesenti Hans-Jürgen Schinzler Nikolaus von Bomhard Franz Zwickl Lorenzo Lampiano Company Secretary Board of Statutory Auditors Giorgio Loli Chairman Gian Luigi Francardo Statutory Auditors Siegfried Mayr Aldo Milanese Vincenzo Nicastro Massimo Livatino Alternate Auditors Giuseppe Verrascina KPMG S.p.A. External Auditors Ranieri de Marchis Nominated Official in charge of drawing up Company Accounts UniCredit SpA · 2008 Reports and Accounts 3 «We are the people who determine our future. There is no doubt that the atmosphere of our Group and benefi cial relationships with our clients depend on us. To achieve this, we should stand by our moral and professional convictions and also consider our people’s opinions. When we commit ourselves to that principle, then we will succeed at everything we do.» Julia Shagova Russian Federation Contents UniCredit S.p.A. - 2008 Reports and Accounts Report on Operations 7 Introduction 8 Condensed Accounts 10 Operations 12 Income Statement 24 Other Information 28 Subsequent Events and Outlook 31 Proposal to the Shareholders’ Meeting 35 Company Accounts and Annexes 37 Accounts 39 Notes to the Accounts 49 Annexes 253 Certification pursuant to Art. 81-ter of CONSOB Regulation no. 11971/99, as amended 273 Report and Resolutions 277 Report of the Board of Statutory Auditors 279 Report of the External Auditors 289 Resolutions passed at the Shareholders’ Meeting 293 Note to the Report on Operations: The following conventional symbols have been used in the tables: • A dash (-) indicates that the item/figure is inexistent; • Two stops (..) or (n.s.) when the figures do not reach the minimum considered significant or are not in any case considered significant; • “N.A.” indicates that the figure is not avalailable. Unless otherwise indicated, all amounts are in millions of euros. UniCredit SpA · 2008 Reports and Accounts 5 Lucia Rossi De Gasperis Italy «Every day, my work requires the use of both brain and heart. Using your brain means creating value with each service delivered. And using your heart means letting the customer feel the commitment you put into your work.» Niccolò Ceci Italy «There is always a way to meet the customer’s needs. Along this path, our experience serves as our compass and the customer’s satisfaction is our fi nal destination. The work we do along the entire journey is our commitment. The certainty of the result is our strength.» Report on Operations Introduction 8 Condensed Accounts 10 Balance Sheet 10 Income Statement 11 Operations 12 Human Resources 12 Main Business Areas 14 Loans to Customers 18 Deposits from Customers and Debt Securities in Issue 19 Financial Investments 20 Shareholders’ Equity, Subordinated Debt and Capital Ratios 22 Income Statement 24 Operating Profit 24 Net Profit 26 Other Information 28 Transactions with Group Companies 28 Security Plan 28 Risks 28 Shares held by Directors, Statutory Auditors, General Managers and other Key Management Personnel 29 Subsequent Events and Outlook 31 Subsequent Events 31 Outlook 32 UniCredit SpA · 2008 Reports and Accounts 7 Report on Operations Introduction To the Shareholders, In 2008, the operations of the Company loans, were sold in bulk pursuant to Article effect for legal purposes on November and Group were focused on reallocating 58 of the Combined Banking Law to Aspra 1, 2008, and with effect for accounting operations performed by Capitalia, Finance, a company assigned to manage and tax purposes on January 1, 2008. but mainly on the reorganisation and these types of loans within the Group. Capitalia Partecipazioni was merged integration of the operations of the pursuant to the same business combination Group’s Italian commercial banks as Effective March 31, the business agreement. On the same date and effective summarised below, but described in combination of UniCredit Banca Mobiliare immediately after the effective date of the greater detail in the consolidated annual (already a wholly-owned company) and aforementioned combination, UniCredit report. Towards the end of the year, in UniCredit was finalised; the combination transferred the following businesses: order to address financial market tensions, was effective for accounting and tax • the Retail business to three new banks, the Board of Directors approved a capital purposes on January 1, 2008. The most which at the same time were renamed strengthening plan, which is described significant assets received by the merging UniCredit Banca (with headquarters in detail in a specific section of the company were equity investments. in Bologna and regional responsibility consolidated annual report. This plan calls for northern Italy), UniCredit Banca di for an increase in dividend-paying capital The integration of former Capitalia Roma (with headquarters in Rome and through the issuance of ordinary shares to banks (Banca di Roma, Banco di Sicilia regional responsibility for central and be offered as options to shareholders. and Bipop Carire) was more complex. southern Italy), and Banco di Sicilia (with This integration was achieved as part headquarters in Palermo and regional At the beginning of the year, the Group of a broader project to reorganise responsibility for Sicily); continued the reallocation of operations the operations of the Group’s Italian • the Private Banking business to (which started at the end of 2007) commercial banks, the guidelines for UniCredit Private Banking; acquired by UniCredit as a result of the which called for assigning the private • the Corporate business to UniCredit business combination with Capitalia. banking, corporate banking, mortgage Corporate Banking; These operations were previously and personal loan businesses carried • the mortgage business to UniCredit performed directly by Capitalia but out by these banks to the UniCredit Banca per la Casa; are not consistent with the UniCredit Group’s existing banks and reorganising • the personal loan business to UniCredit organisational model. In this context, the the Group’s entire retail business