UniCredito Italiano S.p.A. Announcement Bayerische Hypo ... · Shares”) (the “Tender Offer”) on August 26, 2005. 1. As of September 22, 2005, 17:00 hours Frankfurt/Main local

UniCredito Italiano S.p.A. Via Dante 1, 16121 Genoa, Italy

Announcement regarding the Public Tender Offer to the shareholders of

Bayerische Hypo- und Vereinsbank Aktiengesellschaft – ISIN DE0008022005 – – ISIN DE0008022039 –

pursuant to section 23 (1) sent. 1 no. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”)

UniCredito Italiano S.p.A., having its registered office at Via Dante 1, 16121 Genoa, and its principal place of business at Piazza Cordusio, 20121 Milan, Italy (“UniCredit S.p.A.” or the “Bidder”), published the Offer Document for a public takeover offer to the shareholders of Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, Germany (“HypoVereinsbank”) to acquire all of their common shares in HypoVereinsbank (ISIN DE0008022005 – “HVB Common Shares”) and all of their preferred shares (ISIN DE0008022039 – “HVB Preferred Shares”) (the “Tender Offer”) on August 26, 2005.

1. As of September 1, 2005, 17:00 hours Frankfurt/Main local time (the “Record Date”), the Tender Offer has been accepted for a total of 550,060 HVB Common Shares and 0 HVB Preferred Shares. This corresponds to approximately 0.07% of the registered share capital (Grundkapital) and the voting rights of HypoVereinsbank. As no preferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at present. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the share of the HVB Common Shares, for which the Tender Offer has been accepted, would amount to approx. 0.07% of the voting rights.

2. Apart from securities of HypoVereinsbank (as defined by section 2 (2) of the WpÜG) held by a subsidiary of UniCredit S.p.A. in its trading portfolio (the “UniCredit Trading Portfolio”), none of the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries, holds securities (as defined by section 2 (2) of the WpÜG) or voting rights in HypoVereinsbank; and apart from the UniCredit Trading Portfolio, no voting rights are attributable, pursuant to section 30 of the WpÜG, to the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries. Pursuant to Section 20 of the WpÜG the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the UniCredit Trading Portfolio to be disregarded for purposes of the publication obligations pursuant to section 23 of the WpÜG.

The acceptance period for the Tender Offer will end on October 10, 2005, at 24:00 hours (Frankfurt/Main local time), unless the acceptance period is extended in accordance with the provisions of the WpÜG.

Milan, September 2, 2005

UniCredito Italiano S.p.A.






1. As of September 8, 2005, 17:00 hours Frankfurt/Main local time (the “Record Date”), the Tender Offer has been accepted for a total of 4,300,759 HVB Common Shares and 0 HVB Preferred Shares. This corresponds to approximately 0.57% of the registered share capital (Grundkapital) and the voting rights of HypoVereinsbank. As no preferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at present. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the share of the HVB Common Shares, for which the Tender Offer has been accepted, would amount to approx. 0.58% of the voting rights.








































1. As of October 3, 2005, 15:00 hours Frankfurt/Main local time (the “Record Date”), the Tender Offer has been accepted for a total of 27,302,059 HVB Common Shares and 0 HVB Preferred Shares. This corresponds to approximately 3.64% of the registered share capital (Grundkapital) and the voting rights of HypoVereinsbank. As no preferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at present. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the share of the HVB Common Shares, for which the Tender Offer has been accepted, would amount to approx. 3.71% of the voting rights.



Milan, October 4, 2005




































UniCredito Italiano S.p.A., having its registered office at Via Dante 1, 16121 Genoa, and its principal place of business at Piazza Cordusio, 20121 Milan, Italy (“UniCredit S.p.A.” or the “Bidder”), published the Offer Document for a public takeover offer to the shareholders of Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, Germany (“HypoVereinsbank”) to acquire all of their common shares in HypoVereinsbank (ISIN DE0008022005 – “HVB Common Shares”) and all of their preferred shares (ISIN DE0008022039 – “HVB Preferred Shares”) (the “Tender Offer”) on August 26, 2005. On October 8, 2005 UniCredit S.p.A. published an amendment to the Tender Offer. Due to the amendment of the Tender Offer, the period for acceptance of the Offer has been extended; the Acceptance Period now expires on October 24, 2005, at 24:00 hours (Frankfurt/Main local time).



Under the WpÜG, the Acceptance Period can be further extended under certain circumstances. However, the Acceptance Period cannot be further extended as a result of an additional amendment of the Offer during the two weeks extension of the initial acceptance period, because pursuant to

section 21(6) of the WpÜG, the Bidder may not further amend the Offer during the two weeks extension of the initial acceptance period.







and

Correction of the announcements pursuant to section 23 (1) sentence 1 no. 1 WpÜG of Sep-tember 23, 2005, September 30, 2005, October 4, 2005, October 5, 2005, October 6, 2005, Oc-

tober 7, 2005 and October 14, 2005

I.

Announcement pursuant to section 23 (1) 1 sentence 1 no. 1 WpÜG

UniCredito Italiano S.p.A., having its registered office at Via Dante 1, 16121 Genoa, and its princi-pal place of business at Piazza Cordusio, 20121 Milan, Italy (“UniCredit S.p.A.” or the “Bidder”), published the Offer Document for a public takeover offer to the shareholders of Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, Germany (“HypoVereinsbank”) to acquire all of their common shares in HypoVereinsbank (ISIN DE0008022005 – “HVB Common Shares”) and all of their preferred shares (ISIN DE0008022039 – “HVB Preferred Shares”) (the “Tender Of-fer”) on August 26, 2005. On October 8, 2005 UniCredit S.p.A. published an amendment to the Tender Offer. Due to the amendment of the Tender Offer, the period for acceptance of the Offer has been extended; the Acceptance Period now expires on October 24, 2005, at 24:00 hours (Frank-furt/Main local time).

1. As of October 17, 2005, 17:00 hours Frankfurt/Main local time (the “Record Date”), the Tender Offer has been accepted for a total of 369,063,816 HVB Common Shares and 0 HVB Preferred Shares. This corresponds to approximately 49.16% of the registered share capital (Grundkapital) and the voting rights of HypoVereinsbank. As no preferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at present. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the share of the HVB Common Shares, for which the Tender Offer has been ac-cepted, would amount to approx. 50.13% of the voting rights.

2. On September 23, 2005, a subsidiary of the Bidder, Pioneer Investment Management Inc. having its principal office in Boston, USA (“Pioneer”), acquired from AmSouth Bancorpo-ration that company’s mutual fund management business. One mutual fund, which has been managed by Pioneer since September 23, 2005, acquired 96,485 HVB Common Shares (the “AmSouth Shares”) in the years 2001 through 2004 corresponding to approximately

Page 2

0.0129% of the registered share capital (Grundkapital) and the voting rights of HypoVer-einsbank. Disregarding the HVB Preferred Shares for the purpose of determining the per-centage of voting rights, the share of the AmSouth Shares would amount to approx. 0.0131% of the voting rights. As of the Record Date the AmSouth Shares are still held by the mutual fund and must be attributed to the Bidder since September 23, 2005 pursuant to section 30 (1) sentence 1 no. 6 WpÜG in conjunction with section 30 (1) sentence 2 and sentence 3 WpÜG.

Furthermore, securities of HypoVereinsbank (as defined by section 2 (2) WpÜG) are held by another subsidiary of UniCredit S.p.A. in its trading portfolio (the “UniCredit Trading Portfolio”). Pursuant to section 20 of the WpÜG the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the UniCredit Trading Portfolio to be disregarded for purposes of the publication obligations pursuant to section 23 of the WpÜG.

Apart from the UniCredit Trading Portfolio, none of the Bidder, any persons acting in con-cert with the Bidder, or any of their subsidiaries, holds securities (as defined by section 2 (2) of the WpÜG) or voting rights in HypoVereinsbank; and apart from the AmSouth Shares and the UniCredit Trading Portfolio, no voting rights are attributable, pursuant to section 30 of the WpÜG, to the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries.

Under the WpÜG, the Acceptance Period can be further extended under certain circumstances. However, the Acceptance Period cannot be further extended as a result of an additional amendment of the Offer during the two weeks extension of the initial acceptance period, because pursuant to section 21(6) of the WpÜG, the Bidder may not further amend the Offer during the two weeks ex-tension of the initial acceptance period.

II.

Correction of the announcements pursuant to section 23 (1) sentence 1 no. 1 WpÜG of Sep-tember 23, 2005, September 30, 2005, October 4, 2005, October 5, 2005, October 6, 2005, Oc-

tober 7, 2005 and October 14, 2005

The Bidder published announcements pursuant to section 23 (1) sentence 1 no. 1 WpÜG on Sep-tember 23, 2005, September 30, 2005, October 4, 2005, October 5, 2005, October 6, 2005, October 7, 2005 and October 14, 2005. The AmSouth Shares were not taken into account in any of these an-nouncements; thus, these announcements are to be corrected as follows:

No. 2 of each of these announcements reads:

“Apart from securities of HypoVereinsbank (as defined by section 2 (2) of the WpÜG) held by a subsidiary of UniCredit S.p.A. in its trading portfolio (the “UniCredit Trading Portfolio”), none of the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries, holds secu-rities (as defined by section 2 (2) of the WpÜG) or voting rights in HypoVereinsbank; and apart from the UniCredit Trading Portfolio, no voting rights are attributable, pursuant to section 30 of the WpÜG, to the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries. Pursuant to Section 20 of the WpÜG the German Federal Financial Supervisory Authority (Bunde-sanstalt für Finanzdienstleistungsaufsicht) has permitted the UniCredit Trading Portfolio to be dis-regarded for purposes of the publication obligations pursuant to section 23 of the WpÜG.”

No. 2 of each of these announcements is corrected to read as follows:

“On September 23, 2005, a subsidiary of the Bidder, Pioneer Investment Management Inc. having its principal office in Boston, USA (“Pioneer”), acquired from AmSouth Bancorporation that com-pany’s mutual fund management business. One mutual fund, which has been managed by Pioneer since September 23, 2005, acquired 96,485 HVB Common Shares (the “AmSouth Shares”) in the

Page 3

years 2001 through 2004 corresponding to approximately 0.0129% of the registered share capital (Grundkapital) and the voting rights of HypoVereinsbank. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights, the share of the AmSouth Shares would amount to approx. 0.0131% of the voting rights. As of the Record Date the AmSouth Shares are still held by the mutual fund and must be attributed to the Bidder since September 23, 2005 pur-suant to section 30 (1) sentence 1 no. 6 WpÜG in conjunction with section 30 (1) sentence 2 and sentence 3 WpÜG.

Furthermore, securities of HypoVereinsbank (as defined by section 2 (2) WpÜG) are held by an-other subsidiary of UniCredit S.p.A. in its trading portfolio (the “UniCredit Trading Portfolio”). Pursuant to section 20 of the WpÜG the German Federal Financial Supervisory Authority (Bunde-sanstalt für Finanzdienstleistungsaufsicht) has permitted the UniCredit Trading Portfolio to be dis-regarded for purposes of the publication obligations pursuant to section 23 of the WpÜG.

Apart from the UniCredit Trading Portfolio, none of the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries, holds securities (as defined by section 2 (2) of the WpÜG) or voting rights in HypoVereinsbank; and apart from the AmSouth Shares and the UniCredit Trad-ing Portfolio, no voting rights are attributable, pursuant to section 30 of the WpÜG, to the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries.”






Publication of Receipt of Merger Control Clearance from EU Commission and Announcement pursuant to section 23 (1) sent. 1 no. 1 of the German Securities Acquisition

and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”)


On October 8, 2005 UniCredit S.p.A. published an amendment to the Tender Offer (the “Tender Offer Amendment”) in which it, inter alia, waived all of the conditions precedent set forth in section 12.1.2 of the Offer Document (“Merger control clearances”) except for merger control clearance by the EU Commission (section 12.1.2 (i) of the Offer Document). On October 18, 2005 the proposed acquisition of the shares of HypoVereinsbank by UniCredit S.p.A. was cleared by the EU Commission. Accordingly, the condition precedent set forth in section 12.1.2 (i) of the Offer Document has been fulfilled.

Since UniCredit S.p.A. also waived in the Tender Offer Amendment all of the conditions precedent set forth in section 12.1.3 of the Offer Document (“Regulatory clearances”), the Tender Offer is no longer subject to any merger control and/or regulatory clearances.


2. On September 23, 2005, a subsidiary of the Bidder, Pioneer Investment Management Inc. having its principal office in Boston, USA (“Pioneer”), acquired from AmSouth Bancorporation that company’s mutual fund management business. One mutual fund, which has been managed by Pioneer since September 23, 2005, acquired 96,485 HVB Common Shares (the “AmSouth Shares”) in the years 2001 through 2004 corresponding to approximately 0.0129% of the registered share capital (Grundkapital) and the voting rights

of HypoVereinsbank. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights, the share of the AmSouth Shares would amount to approx. 0.0131% of the voting rights. As of the Record Date the AmSouth Shares are still held by the mutual fund and must be attributed to the Bidder since September 23, 2005 pursuant to section 30 (1) sentence 1 no. 6 WpÜG in conjunction with section 30 (1) sentence 2 and sentence 3 WpÜG.


Apart from the UniCredit Trading Portfolio, none of the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries, holds securities (as defined by section 2 (2) of the WpÜG) or voting rights in HypoVereinsbank; and apart from the AmSouth Shares and the UniCredit Trading Portfolio, no voting rights are attributable, pursuant to section 30 of the WpÜG, to the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries.

Due to the Tender Offer Amendment the Acceptance Period has been extended and now expires on October 24, 2005 at 24:00 hours (Frankfurt/Main local time).

Under the WpÜG, the Acceptance Period can be further extended under certain circumstances. However, the Acceptance Period cannot be further extended as a result of an additional amendment of the Offer during the two weeks extension of the initial acceptance period, because pursuant to section 21(6) of the WpÜG, the Bidder may not further amend the Offer during the two weeks extension of the initial acceptance period.









2. On September 23, 2005, a subsidiary of the Bidder, Pioneer Investment Management Inc. having its principal office in Boston, USA (“Pioneer”), acquired from AmSouth Bancorporation that company’s mutual fund management business. One mutual fund, which has been managed by Pioneer since September 23, 2005, acquired 96,485 HVB Common Shares (the “AmSouth Shares”) in the years 2001 through 2004 corresponding to approximately 0.0129% of the registered share capital (Grundkapital) and the voting rights of HypoVereinsbank. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights, the share of the AmSouth Shares would amount to approx. 0.0131% of the voting rights. As of the Record Date the AmSouth Shares are still held by the mutual fund and must be attributed to the Bidder since September 23, 2005 pursuant to section 30 (1) sentence 1 no. 6 WpÜG in conjunction with section 30 (1) sentence 2 and sentence 3 WpÜG.

Furthermore, securities of HypoVereinsbank (as defined by section 2 (2) WpÜG) are held by another subsidiary of UniCredit S.p.A. in its trading portfolio (the “UniCredit Trading

Portfolio”). Pursuant to section 20 of the WpÜG the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the UniCredit Trading Portfolio to be disregarded for purposes of the publication obligations pursuant to section 23 of the WpÜG.










1. As of October 20, 2005, 17:00 hours Frankfurt/Main local time (the “Record Date”), the Tender Offer has been accepted for a total of 379,260,497 HVB Common Shares and 14,553,600 HVB Preferred Shares. This corresponds to approximately 52.46% of the registered share capital (Grundkapital) and the voting rights of HypoVereinsbank. As no preferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at present. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the share of the HVB Common Shares, for which the Tender Offer has been accepted, would amount to approx. 51.52% of the voting rights.



































Voluntary Announcement regarding the Public Tender Offer to the shareholders of



and

Correction of the announcement pursuant to section 23 (1) sentence 1 no. 1 WpÜG of October 24, 2005

I.

Announcement pursuant to section 23 (1) 1 sentence 1 no. 1 WpÜG

UniCredito Italiano S.p.A., having its registered office at Via Dante 1, 16121 Genoa, and its princi-pal place of business at Piazza Cordusio, 20121 Milan, Italy (“UniCredit S.p.A.” or the “Bidder”), published the Offer Document for a public takeover offer to the shareholders of Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, Germany (“HypoVereinsbank”) to acquire all of their common shares in HypoVereinsbank (ISIN DE0008022005 – “HVB Common Shares”) and all of their preferred shares (ISIN DE0008022039 – “HVB Preferred Shares”) (the “Tender Of-fer”) on August 26, 2005.

1. As of October 24, 2005, 17:00 hours Frankfurt/Main local time (the “Record Date”), the Tender Offer has been accepted for a total of 593,427,064 HVB Common Shares and 14,553,600 HVB Preferred Shares. This corresponds to approximately 80.99% of the regis-tered share capital (Grundkapital) and the voting rights of HypoVereinsbank. As no pre-ferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at present. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the share of the HVB Common Shares, for which the Tender Of-fer has been accepted, would amount to approx. 80.61% of the voting rights.

2. On September 23, 2005, a subsidiary of the Bidder, Pioneer Investment Management Inc. having its principal office in Boston, USA (“Pioneer”), acquired from AmSouth Bancorpo-ration that company’s mutual fund management business. One mutual fund, which has been managed by Pioneer since September 23, 2005, acquired 96,485 HVB Common Shares (the “AmSouth Shares”) in the years 2001 through 2004 corresponding to approximately 0.0129% of the registered share capital (Grundkapital) and the voting rights of HypoVer-einsbank. Disregarding the HVB Preferred Shares for the purpose of determining the per-centage of voting rights, the share of the AmSouth Shares would amount to approx. 0.0131% of the voting rights. As of the Record Date the AmSouth Shares are still held by

the mutual fund and must be attributed to the Bidder since September 23, 2005 pursuant to section 30 (1) sentence 1 no. 6 WpÜG in conjunction with section 30 (1) sentence 2 and sentence 3 WpÜG.


Apart from the UniCredit Trading Portfolio, none of the Bidder, any persons acting in con-cert with the Bidder, or any of their subsidiaries, holds securities (as defined by section 2 (2) of the WpÜG) or voting rights in HypoVereinsbank; and apart from the AmSouth Shares and the UniCredit Trading Portfolio, no voting rights are attributable, pursuant to section 30 of the WpÜG, to the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries.

The Acceptance Period has expired on October 24, 2005, at 24:00 hours (Frankfurt/Main local time).

Due to possible re-bookings into ISIN DE000HV094B8/WKN HV094B (“HVB Common Shares Tendered for Exchange“) and/or ISIN DE000HV094C6/WKN HV094C (“HVB Preferred Shares Tendered for Exchange”) until October 26, 2005, 18:00 hours (Frankfurt/Main local time) (see sec-tion 10.2 of the Offer Document), the final number of HVB Shares for which the takeover offer has been accepted during the acceptance period is expected to be published on October 28, 2005 pursu-ant to section 23(1) sent. 1 no. 2 WpÜG.

II.

Correction of the announcement pursuant to section 23 (1) sentence 1 no. 1 WpÜG of October 24, 2005

The Bidder published an announcement pursuant to section 23 (1) sentence 1 no. 1 WpÜG on Oc-tober 24, 2005. In this announcement the exact number of HVB Common Shares tendered for ex-change until October 21, 2005, 18:00 hours (Frankfurt/Main local time) was incorrect.

No. 1 of this announcement reads:

“As of October 21, 2005, 18:00 hours Frankfurt/Main local time (the “Record Date”), the Tender Offer has been accepted for a total of 564,396,263 HVB Common Shares and 14,553,600 HVB Pre-ferred Shares. This corresponds to approximately 75.18% of the registered share capital (Grund-kapital) and the voting rights of HypoVereinsbank. As no preferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at pre-sent. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the share of the HVB Common Shares, for which the Tender Offer has been accepted, would amount to approx. 74.69% of the voting rights.”

No. 1 of this announcement is corrected to read as follows:

“As of October 21, 2005, 18:00 hours Frankfurt/Main local time (the “Record Date”), the Tender Offer has been accepted for a total of 549.842.663 HVB Common Shares and 14,553,600 HVB Pre-ferred Shares. This corresponds to approximately 75.18% of the registered share capital (Grund-kapital) and the voting rights of HypoVereinsbank. As no preferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at pre-

sent. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the share of the HVB Common Shares, for which the Tender Offer has been accepted, would amount to approx. 74.69% of the voting rights.”







and publication of the fulfilment of the minimum acceptance threshold

UniCredito Italiano S.p.A., having its registered office at Via Dante 1, 16121 Genoa, and its princi-pal place of business at Piazza Cordusio, 20121 Milan, Italy (“UniCredit S.p.A.” or the “Bidder”), published the Offer Document for a public takeover offer to the shareholders of Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, Germany (“HypoVereinsbank”) to acquire all of their common shares in HypoVereinsbank (ISIN DE0008022005 – “HVB Common Shares”) and all of their preferred shares (ISIN DE0008022039 – “HVB Preferred Shares”) (the “Tender Of-fer”) on August 26, 2005.

The Acceptance Period has expired on October 24, 2005, at 24:00 hours (Frankfurt/Main local time).

1. Until expiry of the acceptance period, i.e. until October 24, 2005, 24:00 hours Frankfurt/Main local time (the “Record Date”), the Tender Offer has been accepted for a total of 647,105,854 HVB Common Shares and 14,553,600 HVB Preferred Shares. This corre-sponds to approximately 88.14% of the registered share capital (Grundkapital) and the vot-ing rights of HypoVereinsbank. As no preferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at present. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the share of the HVB Common Shares, for which the Tender Offer has been accepted, would amount to approx. 87.90% of the voting rights.

Thus, the condition precedent set forth in section 12.1.1 of the Offer Document (“Minimum acceptance threshold”) has been fulfilled.

On October 8, 2005 UniCredit S.p.A. published an amendment to the Tender Offer (the “Tender Offer Amendment”) in which it waived all of the conditions precedent set forth in section 12.1.2 of the Offer Document (“Merger control clearances”) except for merger con-trol clearance by the EU Commission (section 12.1.2 (i) of the Offer Document) and the conditions precedent set forth in section 12.1.3 of the Offer Document (“Regulatory clear-ances”). After clearance of the proposed acquisition of the shares of HypoVereinsbank by UniCredit S.p.A. by the EU Commission on October 18, 2005, all conditions precedent set forth in section 12.1.1 (“Minimum acceptance threshold”), section 12.1.2 (“Merger control clearances”) and section 12.1.3 (“Regulatory clearances”) of the Offer Document have ei-ther been fulfilled or waived by UniCredit S.p.A.

2. On September 23, 2005, a subsidiary of the Bidder, Pioneer Investment Management Inc. having its principal office in Boston, USA (“Pioneer”), acquired from AmSouth Bancorpo-ration that company’s mutual fund management business. One mutual fund, which has been managed by Pioneer since September 23, 2005, acquired 96,485 HVB Common Shares (the “AmSouth Shares”) in the years 2001 through 2004 corresponding to approximately 0.0129% of the registered share capital (Grundkapital) and the voting rights of HypoVer-einsbank. Disregarding the HVB Preferred Shares for the purpose of determining the per-centage of voting rights, the share of the AmSouth Shares would amount to approx. 0.0131% of the voting rights. As of the Record Date the AmSouth Shares were still held by the mutual fund and had to be attributed to the Bidder as of the Record Date pursuant to sec-tion 30 (1) sentence 1 no. 6 WpÜG in conjunction with section 30 (1) sentence 2 and sen-tence 3 WpÜG. In the meantime, the AmSouth Shares have been sold and title to the Am-South Shares will be transferred on the day of this announcement. Thus, following the date of this announcement, the AmSouth Shares will no longer be attributable to the Bidder.

Securities of HypoVereinsbank (as defined by section 2 (2) WpÜG) are held by another subsidiary of UniCredit S.p.A. in its trading portfolio (the “UniCredit Trading Portfolio”). Pursuant to sec-tion 20 of the WpÜG the German Federal Financial Supervisory Authority (Bundesanstalt für Fi-nanzdienstleistungsaufsicht) has permitted the UniCredit Trading Portfolio to be disregarded for purposes of the publication obligations pursuant to section 23 of the WpÜG. Apart from the UniCredit Trading Portfolio, none of the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries, held securities (as defined by section 2 (2) of the WpÜG) or voting rights in HypoVereinsbank as of the Record Date; and apart from the UniCredit Trading Portfolio and the AmSouth Shares, no voting rights were attributable, pursuant to section 30 of the WpÜG, to the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries as of the Record Date.

Pursuant to section 16(2) WpÜG all shareholders of HypoVereinsbank, who have not accepted the Tender Offer so far, may still accept the Tender Offer within two weeks after publication of this announcement, i.e. until November 11, 2005, 24:00 hours.






Publication of fulfilment of the condition precedent set forth in section 12.1.4 of the Offer Document (“Confirmation by independent external expert”)


Capitalized terms used but not defined herein have the same meaning set forth in the Offer Document.

On November 9, 2005, the Expert has verified that the value of the HVB Shares Tendered for Exchange conforms to the expert evaluation rendered to the shareholders’ meeting of UniCredit S.p.A. on July 29, 2005 resolving on the capital increase to enable the Board Meeting to liberate the Offered Shares in accordance with Article 2343 of the Italian Civil Code (Codice Civile). Therefore the condition precedent set forth in section 12.1.4 of the Offer Document (“Confirmation by independent external expert”) has been fulfilled. Thus, all conditions precedent of the Tender Offer have been fulfilled.

The Acceptance Period expired on October 24, 2005 at 24:00 hours (Frankfurt/Main local time). The Additional Acceptance period expires on November 11, 2005, 24:00 hours.

The meeting of the Board of Directors of UniCredit S.p.A. convened to resolve on the liberation of the Offered Shares is scheduled for November 18, 2005. Trading in the HVB Common Shares Tendered for Exchange on the official market of the Frankfurt Stock Exchange will cease on November 14, 2005 after market close. The settlement of the Tender Offer is scheduled to take place on November 23, 2005.

Milan, November 11, 2005







The Acceptance Period expired on October 24, 2005 at 24:00 hours (Frankfurt/Main local time). The Additional Acceptance period expired on November 11, 2005, 24:00 hours.

1. Until the end of the Additional Acceptance Period which expired on November 11, 2004, 24:00 hours (Frankfurt/Main local time) (the “Record Date”), the Tender Offer has been accepted for a total of 690,555,346 HVB Common Shares and 14,553,600 HVB Preferred Shares. This corresponds to approximately 93.93% of the registered share capital (Grundkapital) and the voting rights of HypoVereinsbank. As no preferred dividends were paid on HVB Preferred Shares for the last three financial years, HVB Preferred Shares carry voting rights at present. Therefore, HVB Preferred Shares were taken into account for the purposes of determining the percentage of voting rights shown above. Disregarding the HVB Preferred Shares for the purpose of determining the percentage of voting rights shown above, the portion of the HVB Common Shares, for which the Tender Offer has been accepted until the end of the Additional Acceptance Period, would amount to approx. 93.81% of the voting rights.

2. Apart from Securities (as defined by section 2 (2) WpÜG) of HypoVereinsbank held by a subsidiary of UniCredit S.p.A. in its trading portfolio (the “UniCredit Trading Portfolio”), none of the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries, holds Securities (as defined by section 2 (2) of the WpÜG) or voting rights in HypoVereinsbank as of the Record Date; and apart from the UniCredit Trading Portfolio, no voting rights are attributable, pursuant to section 30 of the WpÜG, to the Bidder, any persons acting in concert with the Bidder, or any of their subsidiaries as of the Record Date. Pursuant to section 20 of the WpÜG the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the UniCredit Trading Portfolio to be disregarded for purposes of the publication obligations pursuant to section 23 of the WpÜG.

The meeting of the Board of Directors of UniCredit S.p.A. convened to resolve on the liberation of the Offered Shares is scheduled for November 18, 2005. Trading in the HVB Common Shares Tendered for Exchange on the official market of the Frankfurt Stock Exchange has ceased on November 14, 2005 after market close. The settlement of the Tender Offer is scheduled to take place on November 23, 2005.






Publication in accordance with section 12.4 (iii) of the Offer Document (Liberation of Offered Shares by the Board of Directors of UniCredit S.p.A.)


Capitalized terms used but not defined herein have the same meaning set forth in the Offer Document.

On November 18, 2005 the meeting of the Board of Directors of UniCredit S.p.A. has passed a resolution to liberate the Offered Shares in accordance with Article 2343 of the Italian Civil Code (Codice Civile). The settlement of the Tender Offer is scheduled to take place on November 23, 2005.



Documents

UniCredito Italiano S.p.A. Announcement Bayerische Hypo ... · Shares”) (the “Tender Offer”) on August 26, 2005. 1. As of September 22, 2005, 17:00 hours Frankfurt/Main local