UniCredit S.p.A. Takeover of CEE Business of UniCredit Bank Austria AG

UniCredit recently informed that the transfer of the CEE Division, including the shareholdings of CEE subsidiaries, from UniCredit Bank Austria AG to UniCredit S.p.A. has been successfully completed following the registration of the demerger of the CEE Division from UniCredit Bank Austria AG to UCG Beteiligungsverwaltung GmbH and the subsequent cross border merger of UCG Beteiligungsverwaltung GmbH into UniCredit S.p.A. with the competent companies’ registers of Vienna and Rome, having all regulatory approvals been granted.

The reorganization following the completion of the demerger and the merger will become effective as at October 1st 2016. In this respect, bonds issued by Bank Austria (except for group-internal transactions) are not within the scope of the demerger.

Grohs Hofer Rechtsanwälte GmbH & Co KG (GHR) acted as council to Betriebsratsfonds des Betriebsrates der Angestellten der UniCredit Bank Austria AG Region Wien (BR-Fund). BR-Fund is a shareholder of UniCredit Bank Austria AG (Bank Austria) with special rights. Inter alia any demerger of assets of Bank Austria requires the consent of BR-Fund.

As in the past the CEE-business was the major value creator in Bank Austria, it was a highly important process and decision for BR-Fund under what conditions BR-Fund could agree to a demerger of the CEE-business from Bank Austria, as BR-Fund’s goal and mission has been that he can only consent to a transfer of the CEE-business if a sustainable business model for Bank Austria without CEE and the future of Bank Austria are safeguarded.

GHR advised BR-Fund on all aspects of this transaction and negotiated together with the representatives of BR-Fund the term and conditions of the agreement between UniCredit S.p.A. on the one hand and Bank Austria, Privatstiftung zur Verwaltung von Anteilsrechten and BR-Fund on the other hand in connection with the CEE-transfer.

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