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					Notary’s Register nr. 4606                                     Serial nr. 3179

      MINUTES OF THE ORDINARY AND EXTRAORDINARY ANNUAL GENERAL

                                     MEETING OF

                  "UniCredit o Italiano, società per azioni"

                                ITALIAN REPUBLIC

    On the eighth day of May of the year two thousand and eight

                                     at 10.35 am

        In the city of Rome at nr. 180 Viale Umberto Tupini

                                     8 May 2008

        On    the     request   of    "UniCredito      Italiano,     società    per

azioni", hereafter "UniCredit S.p.A.", the Parent Company of

the    UniCredito       Italiano      Banking    Group,    a   member      of   the

Register      of     Banking    Groups,   code     nr.   3135.1,     and   of   the

Interbank Deposit Protection Fund, with registered offices in

Rome, at Via Marco Minghetti nr. 17, with capital stock of EUR

6,683,084,257.50,          fully     paid-up,    Tax   Code,   VAT    number    and

membership number in the Rome Trade and Companies Register

00348170101.

        I, Mr. SALVATORE MARICONDA, Notary Public resident in

Genzano di Roma, a registered member of the Notary District

Boards       of    Rome,   Velletri     and     Civitavecchia,       did   on   the

aforesaid day and time go to Rome, Viale Umberto Tupini nr.

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180, to assist and draw up the minutes of the resolutions

taken by the shareholders of the requesting company as called

at the aforesaid premises, at 10.30 am in second call for the

ordinary      session       and     in    third    call    for    the     extraordinary

session since the necessary attendance quorum was not reached

on    the    date     set    for    the    first    call     of    the    ordinary     and

extraordinary sessions, at 3.00 pm on 28 April 2008 at Palazzo

de Carolis, Via Alessandro Specchi nr. 16 in Rome, as per the

deed under the hand and seal of Notary Gennaro Mariconda of

Rome on 28 April 2008, Notary’s Register nr.                             47544, in the

process       of     being     registered,          and    since         the   necessary

attendance quorum was not reached on the date set for the

second call of the extraordinary meeting, called for 29 April

2008 at 9.00 am in Rome, at Via Alessandro Specchi n. 16, as

per    the    deed     under       the    hand    and   seal      of   Notary    Gennaro

Mariconda of Rome on 29 April 2008, Notary’s Register nr.

47546, in the process of being registered, in order to discuss

and resolve the following

                                          AGENDA:

Ordinary session:

        1.    Presentation          of    the    financial       statements     for    the

period       ending    31     December      2007,       including        the   Board   of

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Directors’    Report   and   the    Auditors’    Report;    Report     of   the

Board of Statutory Auditors. Presentation of the consolidated

financial statements;

      2. Allocation of the net profit for the year;

      3. 2008 Long Term Incentive Plan for the UniCredit Group

Top Management;

      4. UniCredit Group All Employee Share Ownership Plan;

      5. Appointment of Directors;

      6. Definition of compensation to be awarded to Board

members;

      7. Amendments to articles 1, 2, 8, 9, 18, 19 and 20 of

the Regulations governing UniCredit S.p.A general meetings;

      8. Company's absorption of the cost of the remuneration

due to the Representative of the savings shareholders;

      9.     Authorisation     to    conduct     competitive       activities

pursuant to Sect. 2390 of the Italian Civil Code.

Extraordinary session:

      1. Delegation of powers to the Board of Directors, in

compliance    with   art.    2443   of   the    Italian    Civil    Code,    to

increase the share capital in one or several stages for up to

one year from the date of the decision of the Annual General

Meeting,   excluding    option      rights,    pursuant    to   art.    2441,

3
section     8    of     the   Italian      Civil   Code,   by   up    to    nominal

61,090,250       EURs    to    service     subscription    rights     for    up   to

122,180.500 UniCredit ordinary shares worth 0.50 EUR each, to

be allocated to the Top Management of the Holding company,

banks and legal entities belonging to the Group, who play a

key   role      in    reaching     the     overall   targets    of    the   Group;

consequent amendments to the Articles of Association;

       2. Delegation of powers to the Board of Directors, in

compliance with art. 2443 of the Italian Civil Code, to make a

free share capital increase in one or several stages and for

up to five years from the date of the decision of the Annual

General Meeting, pursuant to art. 2349 of the Civil Code, by

up    to    nominal       12,439,750       EURs    corresponding      to    up    to

24,879,500 UniCredit ordinary shares worth nominal 0.50 EUR

each, to be allocated to the Top Management of the Holding

company, banks and legal entities belonging to the Group, who

play a key role in reaching the overall targets of the Group;

consequent amendments to the Articles of Association;

       3.       Deletion      of   Title     VI    “Regarding   the    Executive

Committee” and articles 27, 28, 29, 30, 31, 32 of the Articles

of Association and consequent re-numbering of following titles

and articles; amendments to articles 1, 2, 4, 5, 6, 8, 9, 17,

4
21,   22,   23,    26,   27,   28,     29    (as   renumbered    following    the

deletion of articles 27, 28, 29, 30, 31, 32) of the Articles

of Association.

Upon entering the meeting hall I acknowledged the presence at

the   Chairman’s     table     of    Mr.    Dieter   RAMPL,     born   in   Munich

(Germany) on 5 September 1947 and domiciled for the purposes

of the office hereunder in Rome, at Via Marco Minghetti nr.

17,   the   Chairman     of    the    requesting      company,    who   in   such

capacity, pursuant to art. 15 of the Articles of Association,

assumed the chair of the meeting.

Mr. Rampl, whose personal identity is known to me, Notary,

appointed    me,    Notary,     with       the   shareholders’    approval,    as

secretary to the meeting and asked to receive the minutes of

the meeting in the English language, having no knowledge of

the Italian language.

Complying with the said request, I, Notary, specified that

pursuant to art. 54 of the Notary Law, the original version of

these minutes would be drafted in English, a language that is

known to me, Notary, and at the foot of same would follow the

Italian language translation; the relevant annexes would be

inserted in English and at the foot or in the margin of same

would follow the Italian language translation.

5
Before   officially   opening   the   proceedings   the   Chairman

extended the following words of welcome to the shareholders

and all those in attendance:

Ladies and Gentlemen, Shareholders and members of the press.

I would like to welcome you on behalf of the Board, the Board

of Auditors and the entire Top Management to our UniCredit

Annual General Meeting 2008.

It is also with great pleasure that I welcome you for the

first time in Rome.

For us Rome is a unique city in the world – Goethe even called

it the “capital of the world” – and it is where, following our

integration with the Capitalia Group, we have established our

registered office. We feel committed to play an active role in

the life of this great metropolis, as we are also involved in

Brescia and Sicily. This commitment is also an indication of

our firm belief that we must establish roots in the areas we

operate in, as can be seen from our actions in Bologna, Turin

and Verona as well as Munich and Vienna.

Last year’s merger with Capitalia and the integration was for

our Group a very significant step towards our ambition of

being a truly EURpean bank. It was an outstanding acquisition

to consolidate our position in the Italian market.

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The process of integration is going very well and I am sure

that in the medium-term this transaction will be seen as a

huge success in the Group’s history.

For example, just have a look at corporate banking following

integration: more than 62% of Capitalia customers were not

UniCredit Banca d’Impresa clients. This also opens up the way

for cross selling. We substantially increased our product and

service know how in Italy and the merger consolidated areas

with high economic potential whereUniCredit previously had a

lower market share.

We added 2,000 branches to our Retail network (bringing us to

5,000 branches in Italy and 9,000 worldwide) with very limited

geographical overlap. Much of this expansion was in the Centre

and South of Italy. We also gained some brands that are well

recognized        in   Italy:       Banca        di     Roma        and      Banco     di

Sicilia.Furthermore,         our    shared    business         model       for    Retail,

Corporate, Private and Markets & Investment Banking allowed us

to undertake a vast transfer of competences. This was helped

by   the   increased    synergies         gained      from         our    restructuring

efforts.    All    these    results,       together         with    our    business    in

Austria,     Germany       and     CEE,    and        our    Investment          banking,

international Corporate Banking and Asset Management, form a

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solid     base     for     creating            value    for     our     shareholders      and

improving the range of services we offer our clients.

As you will hear in the course of this meeting our Group’s

financial results for 2007 are sound and strong and they will

allow us to pay out a larger dividend than last year, but I

don’t want to tell you too much about what our Chief Executive

Officer will say.

I would like to explicitly point out that our results are not

only positive in financial terms, but they were achieved in a

year     marked     by      significant            turbulence         on      international

financial        markets    —        a    turbulence          that    generated       serious

reversals    for     many       of       the    biggest       players    in     the    banking

sector.

Despite this, our Group displayed a strong ability to function

well even in the midst of a difficult market environment.

Overall, in 2007 the impact of the financial turmoil on our

Group seems to have been rather limited and we are very well

prepared     for     the     future             with    a     very    balanced        business

portfolio    that        includes          a    strong       presence      in   some    major

markets and a strategic focus on Europe.

I   am    also     convinced             that     the       EURpean     financial      sector

framework is readily dealing with the changes and handling the

8
new scenario appropriately.

Dear Shareholders, Over the last year, we have created a very

reliable      corporate        governance       structure      that       meets

international standards and is innovative. This has become an

important   part    of   how    we    ensure   we   remain   ‘resilient’:     a

strong governance system that has consistently been the focus

of a great deal of our attention.

It helps us to take full advantage of the best opportunities

available on the markets;proactively manage the complexities

of a large, multinational financial Group, ensuring that we

remain equipped to transform complexity into synergy; respond

in   a   coordinated     and    effective      manner   to   diverse   market

conditions — even the most difficult.

These are the reasons behind our constant and intensive push

to examine international best practices in governance as we

work to align all aspects of our organisation with them.

During 2007, a process of self-assessment prompted the Board

to carry out a review of the structure and competences of our

Board Committees, resulting in a new structure with                       four

committees,    namely:the       Permanent      Strategic     Committee;     the

Corporate     Governance,      HR     and   Nominations      Committee;    the

Remuneration       Committee;        the    Internal    Control    &      Risks

9
Committee.

This revised structure and the creation of an effective new

proxy system now enable the Board of Directors to focus more

productively on vital strategic decisions and risk evaluation.

Altogether,    our   work    has    produced        benefits       for   the   entire

Group.   It    has   allowed       us    to    look    further       ahead,    while

maintaining    our   focus     on       key   decisions      and    on   the    major

challenges facing the marketplace. It has enabled us to have

the   clear    organizational       structure         that    is     necessary      to

effectively manage the daily workload inherent in such a large

and multifaceted financial group as ours.

Dear Shareholders,

While our industry may still face many months of volatile

markets, our Group can look to the future with confidence,

thanks to our clarity, commitment and long-term perspective.

But   before   officially      opening        our   shareholders         meeting,   I

would also like to take this opportunity to congratulate our

170,000 colleagues all over the world and our management team

for the great efforts, their hard work and the success they

have achieved.

Now, let’s look at some aspects in more detail.

Ladies and Gentlemen, Shareholders

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In accordance with article 15 of our Articles of Association,

I am assuming the chair of the meeting and hereby declare it

opened.

Going on to the official part of the proceedings and moving to

English, the Chairman communicated that the notice calling the

meeting had been published in Italy’s Official Gazette on 27

March 2008 number 37, as well as on the 27 March 2008, in the

following    newspapers:      "Il     Sole   24    Ore",   "La    Repubblica",

"Financial Times" (EURpean edition) and, on 28 March 2008, in

the   “Frankfurter       Allgemeine     Zeitung”    and    on    the   company's

website.

       He recalled that naturally a simultaneous translation

service     from   and     into   the    Italian,      English     and    German

languages    had   been     provided,     in   order      to    facilitate   the

participation of all the persons attending.

       The Chairman stated that the following persons were in

attendance:

from the Board of Directors:

. Gianfranco GUTTY                                     Senior Vice Chairman

. Franco BELLEI                                                Deputy Chairman

. Berardino LIBONATI                                           Deputy Chairman

. Fabrizio PALENZONA                                           Deputy Chairman

11
. Anthony WYAND                                Deputy Chairman

. Alessandro PROFUMO                    Chief Executive Officer

. Vincenzo CALANDRA BUONAURA                          Director

. Enrico Tommaso CUCCHIANI                            Director

. Donato FONTANESI                                    Director

. Francesco GIACOMIN                                  Director

. Piero GNUDI                                         Director

. Friedrich KADRNOSKA                                 Director

. Salvatore LIGRESTI                                  Director

. Luigi MARAMOTTI                                     Director

. Antonio Maria MAROCCO                               Director

. Hans-Jürgen SCHINZLER                               Director

. Franz ZWICKL                                        Director

. Lorenzo LAMPIANO                             Board Secretary

from the Board of Statutory Auditors:

. Giorgio LOLI                                        Chairman

. Gian Luigi FRANCARDO                        Standing Auditor

. Siegfried MAYR                              Standing Auditor

. Aldo MILANESE                               Standing Auditor

. Vincenzo NICASTRO                           Standing Auditor

      Apologies were received from the following Directors:

. Manfred BISCHOFF                                    Director

12
. Max Dietrich KLEY                                              Director

. Carlo PESENTI                                                  Director

. Nikolaus von BOMHARD                                           Director

Also in attendance were:

. Sergio ERMOTTI                   Deputy CEO/Deputy General Manager

. Paolo FIORENTINO                 Deputy CEO/Deputy General Manager

. Roberto NICASTRO                 Deputy CEO/Deputy General Manager

. Ranieri DE MARCHIS                         CFO/Deputy General Manager

. Dario FRIGERIO                                   Deputy General Manager

. Erich HAMPEL                                     Deputy General Manager

. Vittorio OGLIENGO                                Deputy General Manager

Pursuant to Article 2 of the Regulations Governing General

Meetings, there were also Head Office Senior Managers and

other bank personnel involved in organising the meeting.

Also   pursuant    to   Article    2    of   the   Regulations   Governing

General Meetings, experts, financial analysts and accredited

trade journalists were also allowed to access the meeting in a

separate   room    connected      via   a    closed-circuit   audiovisual

system.

The Chairman stated that the following persons were currently

in attendance:

                                                                  Company

13
ALBERTO SISTO                                         REUTERS

ANGELICA FOLONARI                                        ANSA

CLAUDIO DI DONATO                                        ASCA

DANIELE GALLI                                    IL ROMANISTA

FABIO INSENGA                                     ADN KRONOS

FLAVIA ROTONDI                                      BLOOMBERG

FRANCESCO MANACORDA                                LA STAMPA

GERARDO GRAZIOLA                                   RADIOCOR

JACOPO SONNINO                                      ROMA NEWS

JANINA LANDAU                                        CFN CNBC

KATIA PARISE                                            APCOM

LUIGI QUERCETTI                                          ASCA

MARCO MACERONI                                           DIRE

MARIO TALIANI                                             AGI

MATTEO DE SANTIS                                       EPOLIS

PAOLA PICA                                CORRIERE DELLA SERA

PIER PAOLO SCAVAZZO                           IMAGO ECONOMICA

ROSARIO DIMITO                                  IL MESSAGGERO

STEFANO IMPALLOMENI                                 SKY SPORT

VALERIA SANTORO                                  MF DOW JONES

Also in attendance were:

- Mr. Mario Corti, Mr. Domenico Fumagalli and Mr. Bruno Verona

14
representing       the   accounting     firm       KPMG    S.p.A.,    which     was

engaged to audit the company’s financial statements;

- Ms. Stella D’Atri, the Common Representative of the savings

shareholders.

           The Chairman advised that the company’s share capital

currently amounted to 6,683,084,257.50 EURs of which:

- EUR 6,672,230,981.50 represented by 13,344,461,963 ordinary

shares;

-    EUR    10,853,276   represented    by     21,706,552       savings    shares,

whose holders are not entitled to vote or attend the meeting,

in    accordance    with   articles    5     and    12    of   the   Articles   of

Association.

           In accordance with the provisions of section 145 of the

“Consolidated Law on Finance” (“T.U.F.”), the portion of share

capital represented by savings shares was not counted for the

purposes      of   computing   the    meeting’s      attendance      and   voting

quorum.

           The Chairman also reported that:

- compliance of the proxies with the provisions of section

2372 of the Italian Civil Code and section 142 of the “T.U.F”

law had been verified;

-     there     were     currently     3,702,021,320           ordinary    shares

15
represented at the meeting, corresponding to 27.742005% of the

ordinary share capital and represented by 134 persons entitled

to vote in person or by proxy. 95 holders of voting rights

were in attendance in person and 136 holders of voting rights

were represented by proxy.

      The   Chairman      thereupon     declared        that   meeting     was

properly established and able to pass valid resolutions in

ordinary session on the items on the agenda in accordance with

the provisions of the law and the Articles of Association.

      The Chairman also advised that:

- based on the contents of the Register of Shareholders, as

updated   for   notices   received    pursuant     to    the   law   and   for

checks carried out for the purposes of admission to voting,

the Register of Shareholders currently reported a total of

approx.   381,000 shareholders;

- the following shareholders held over 2% of the voting share

capital   either    directly   or    indirectly     and    had   given     the

notifications      required    by     existing     primary       rules     and

regulations;

.. Fondazione Cassa di Risparmio Verona, Vicenza, Belluno e

Ancona, holding 644,382,453 ordinary shares, corresponding to

4.829% of the ordinary share capital;

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..    Fondazione             Cassa        di     Risparmio          di     Torino,      holding

510,977,185 ordinary shares, corresponding to 3.829% of the

ordinary share capital;

..    Carimonte         Holding          S.p.A.,    holding         447,117,993         ordinary

shares, corresponding to 3.351% of the ordinary share capital;

..    Münich       Re    Group,          holding    355,530,913            ordinary     shares,

corresponding to 2.664% of the ordinary share capital;

..    Allianz       Group,           holding       319,137,270             ordinary     shares,

corresponding to 2.392% of the ordinary share capital;

.. Credit Suisse Group, holding 279,177,261 ordinary shares,

corresponding to 2.092% of the ordinary share capital;

- a "Voting Pact" was organised by "Uniosind" and "Sinfub",

two trade unions for banking executive personnel, consisting

of    394    shareholders            -    also     employees        of     the    UniCredit   o

Italiano Group - holding a total of 903,134 ordinary shares

corresponding to 0.007% of the ordinary share capital;

-    an   Agreement          was   stipulated        on       21    January      2002   between

Capitalia      S.p.A.         (formerly          Banca    di       Roma)    and   the    Sicily

Regional Government, to which UniCredit succeeded following

the       merger        by    incorporation              of    Capitalia          S.p.A.    The

agreement’s principal undertakings include representation in

UniCredit’s and Banco di Sicilia’s governing bodies;

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- a copy of the documentation relating to this meeting had

been filed at the company's registered office, made available

for public inspection at the offices of Borsa Italiana S.p.A.,

published on the Company’s website as well as having been sent

to   CONSOB      in    accordance     with    existing     legislative     and

regulatory provisions.

The Chairman pointed out that pursuant to article 17 of the

Regulations         Governing   General      Meetings,      attendees     were

informed that voting would take place through a computerised

system   using      the   handsets   that    had   been   supplied   to   each

attendee.

The folders distributed on admission contained instructions on

how to use the voting handset, and attendees were urged to

read them.

Voters were invited to cast their vote for every ballot by

pressing      the     corresponding     button     on     the   handset   and

confirming their choice by pressing the "ENTER" button. If the

device failed to work as described, voters were invited to

contact the UniCredit personnel on hand in the hall to provide

assistance with this and any other needs. Proxy holders and

representatives        of   fiduciary       companies     needing    to   cast

different votes at each ballot were asked to inform the notary

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of   this     requirement    and    cast    their     votes       at    the    special

"assisted voting stations" set up for this purpose.

         The electronic system recording the number of persons

present and votes cast produced the following documents that

were signed by the Chairman and by me, Notary, and would be

appended to the meeting's minutes:

- lists of shareholders present in person and by proxy, lists

specifying the names of person who arrived later or who left

the meeting room;

- separate lists for the different types of vote cast.

         With    reference     to    the    issues        on    the     agenda,     the

Chairman invited shareholders to hand their proposals over to

the Notary at their earliest convenience. This invitation was

made purely for organisational purposes, so as to allow the

electronic      voting    system    to   memorise     the       order     with    which

voting proposals were presented to the Notary.

         Having concluded these essential opening remarks and

before turning to the meeting’s agenda, the Chairman advised

that    the    following    documents       had     been       made    available    to

shareholders and the market and were also published on the

company’s website:

-      the    Corporate    Governance      Report    to    the        Annual   General

19
meeting and

- the document entitled “Information to the market on 2008

medium/long term incentive plans of UniCredit Group” drawn up

according to the Consob Issuers Regulations and concerning the

incentive plans to be submitted on this day to the Annual

General Meeting.

           These reports, providing a detailed illustration of the

matters on hand, were contained in the folder distributed to

shareholders on admission.

           The Chairman then turned to the Agenda.

                          ITEMS 1 AND 2 ON THE AGENDA

1. “Presentation of the financial statements for the period

ending 31 December 2007, including the Board of Directors’

Report     and    the    Auditors’    Report;   Report    of    the    Board   of

Statutory Auditors. Presentation of the consolidated financial

statements”

2. “Allocation of the net profit of the year”

     The    Chairman      invited    Mr.   Alessandro    Profumo,     the   Chief

Executive Officer, to provide an overview of the key points

contained        in     the   financial     statements    and    the    related

directors' report as well as on the allocation of net profit

for the year. If there were no objections, the entire document

20
would not be read out, a draft of which had been distributed

to    all   those     present      and   sent    in   time    to     all    those

shareholders so requesting, as well as being made available

for   inspection     at    the    company's     registered    office       in   the

manner and terms required by law.

In addition to the results for the year, highlights from the

Group's     consolidated         financial    statements     would     also      be

presented. There being no objections to the aforesaid motion,

the   Chairman      then   gave    the   floor   to   the    Chief    Executive

Officer, Mr. Alessandro Profumo.

The   Chief   Executive     Officer,     Alessandro     Profumo,      took      the

floor and, with the help of a slide presentation, outlined the

results achieved for 2007 by the UniCredit Group both as a

whole and for each division. He placed particular attention on

the integration of Capitalia. He then went on to explain the

main results achieved by the Group in the first quarter of

2008.

After highlighting that, in 2007, the Group had shown itself

capable of creating "value" in a context of troubled financial

markets, the Chief Executive Officer noted that net profit was

EUR 6.6 billion and, moreover, that it would have been EUR 7.3

billion without the costs of the Capitalia merger and various

21
other    one-off    costs.   The   year-on-year    increase   in    Economic

Value Added (EVA; it is the value of the shareholders' capital

used minus the relative costs) was 8% or EUR 2.6 billion and

the     adjusted    earnings   per    share,   that   is,     without    the

Capitalia merger and other one-off costs, was 55 cents. After

stating that Capitalia had an earnings per share below that of

UniCredit,    the   Chief    Executive   Officer   noted    that,    without

taking into account the extraordinary costs involved in the

Capitalia merger, earnings per share would have been 62 cents,

with a year-on-year growth of 17%. This was well above the

original forecast and was seen as proof of the Group's ability

to meet its goals.

In addition, he emphasised that the operating profit - EUR

13.3 million, with a year-on-year growth of 11.4%                  - was an

extremely positive result, given the complex market conditions

in which it was achieved.

Commercial banking (Retail, Corporate, CEE Area and Private

Banking) grew by 15%, compensating for the write-downs in the

Markets area of the Market Investment Banking Division. The

Core Tier 1 ratio - essentially used by the ratings agencies -

was 5.83%. This regulatory indicator, which also takes into

account subordinated debt included in Tier 1 capitalization,

22
was   slightly       higher   than     in   2006     due   to    the    systematic

creation      of    capital   and    despite    the     acquisitions      and   the

exercising,         by   Capitalia    shareholders,        of    the    right    of

withdrawal.

Asset quality also improved, with net impaired loans dropping

by 15% year-on-year and the coverage ratio growing by 3%.

The integration of Capitalia resulted in more staff leaving

than forecast, thus allowing greater synergies to be achieved

and faster than had been planned. In 2007, EUR 1.3 billion was

spent on integration expenses, which was slightly higher than

planned because of the increase in staff leaving. This would,

he continued, result in greater savings than forecast.

In terms of the UniCredit Group, the Chief Executive Officer

noted   the    following      changes    to    the    pro-forma    accounts     for

2006: the brokerage margin grew by 5.1%, when calculated using

constant exchange rates and scope of consolidation; costs were

well contained, having only grown by 0.4%; operating profit

grew by 11.4% while the net write-downs on loans remained

largely    the      same;   other    non-operating      items    grew    by   0.2%;

integration costs for the Capitalia operation were EUR 1.3

billion;      net    profit    attributable        to   the     Group   prior   to

purchase price allocation (PPA) increased by roughly EUR 6.6

23
billion, which was slightly above the pro-forma figure for

2006; net profit for the Group was basically stable compared

to the previous year; adjusted net profit - that is, without

the    integration     costs    (EUR    840       million       after      taxes),    the

increase in the value of               the sale of Mediobanca (EUR 550

million), the impact of a one-off payment for tax reforms in

Italy and Germany (EUR 360 million) and the PPA - was EUR

7.282 billion. He then noted that the tax rate for the first

quarter was lower than in the previous year. He highlighted

that, given the market conditions, the increase in adjusted

net profit - nearly 12% year-on-year, at constant exchange

rates    and   scope    of   consolidation           -    should     be     seen    as   a

positive result.

Earnings per share (EPS) was 50 cents, while the adjusted

earnings per share was 55 cents, in line with the budget and

despite the consistent worsening of market conditions in the

last    quarter.     These   earnings        would       have    reached     62     cents

without      the    Capitalia    merger       and        56     cents     without    the

extraordinary items.

The    CEO   then   stated     that,    as    a    result       of   the    conditions

applied and the capitalization levels as well as considering

the future outlook, the Group had been able to outperform the

24
forecasts following the HVB operation. More specifically, the

dividend proposed by the Board of Directors was higher than

the previous year, increasing by 8% or 26 cents per share.

The    Chief    Executive          Officer   then   went    on    to   explain   the

various items in the Profit and Loss Account. Interest income

grew by 9.9%, year-on-year, with the increase for the 4th

quarter at 11.3%, largely due to UniCredit's performance in

the CEE area, where it was stated to be the outright market

leader. Net commission grew by 6.2% year-on-year and by 3% for

the final quarter. Trading results were hit by the trying

market conditions, especially in Germany and Austria.

The Chief Executive Officer then continued by showing that

costs    were       well   under     control.    Personnel       costs   decreased,

partly thanks to the positive impact of the severance fund

reform    in    Italy        and    Austria.    Miscellaneous      administrative

expenses grew by 5.4% and 4.7%, at constant exchange rates and

scope of consolidation, even taking into account the ongoing

investment in new branches in the CEE area (a 9.5% increase at

constant exchange rates and scope of consolidation), which was

seen     as    an     area     where    interesting        opportunities     exist,

potentially through systematic growth. In the same vein, he

noted that, in the first quarter of the year, 101 new branches

25
were opened in Central and Eastern EURpe (including 49 in

Turkey)    and        that    the     plan    for   the   year   was   to   open   512

branches        in     the     area.     Amortization       dropped    because     the

amortization of the ICT system in Austria was completed in

2006.

He noted that the key elements behind an operating profit of

about     EUR 13 million and net profit around EUR 6.5 billion

were the provisions for risks and charges at EUR 753 million,

integration costs at EUR 1.3 billion, net write-downs on loans

at about EUR 2.5 billion and the off-loading non-strategic

assets     at        about     EUR     1.7    billion     (EUR   603   million     for

Mediobanca,          EUR     292    million   for   the    custodian   business    in

Germany, EUR 138 million for Indexchange and EUR 315 million

for the sales of other non-strategic equity holdings, mainly

in Fiat and Borsa Italiana). Other items included about EUR

3.2 billion for taxes, EUR 718 million for minorities and EUR

62 million for PPA.

In terms of the Group's capital ratios, the Chief Executive

Officer noted that, at the end of 2007, the Core Tier 1 ratio

was 5.83%, the Tier 1 ratio was 6.54% and the Total Capital

ratio was 10.11%.                  For 2008, he stated that the systematic

ability to create profit, the capital gains and the maturity

26
of    the    Generali        convertible    loan     would     largely      offset    the

negative impact of the Ukrsotsbank acquisition and allow the

Group to reach its goal of 6% growth.

The     Chief     Executive       Officer     then     moved     on    to    liquidity

management and the structure of short-term funding, noting

that the Group operates according to the criteria of prudence,

diversification          and    reliability,       even       when    the   market     is

struggling. More specifically, the short term liquidity ratio

reached 100 in December 2007 (the ratio provides a snapshot of

liquidity         for    1     month:     liquid     income      during      period     +

securities accepted as payment by the ECB + tradable spot-

against-forward securities) and by February 2008, it had risen

to 180, which can been seen as reassuring and suggests that

the strategy should be kept, even though maintaining liquidity

reserves has a cost. The management of transactions within the

Group       was   also       optimised,     allowing      a    greater      volume     of

liquidity to be kept in the Group than in the past. Short-term

funding was stated to be very stable and extremely diversified

(no area and/or market accounts for more than 30% of the

total).

Medium-long term funding was then noted to be diversified in

terms of financing instruments (obviously not because of the

27
currency, since about 84% of the funding sources are in EUR)

and     markets.    This     was     partly   due    to    a    prudent     issuing

strategy. The capital structure continued to be balanced and

the limit of the liquidity index (sum liabilities/sum assets

with maturity beyond 1 year) remained over 0.90.

Net write-downs on loans continued to benefit from the cash

collection    in     Germany:      they    were     stable      year-on-year    and

dropped in the last quarter of 2007 compared to the same

period in the previous year.                  Non-performing loans dropped

notably (more than 3 billion in 2007) with a coverage ratio

that grew by 3 percentage points (51.5% to 54.5%), a trend

that continued in the first months of the current year. The

Chief     Executive        Officer     then    referred         specifically    to

Capitalia,         noting     that        non-performing         loans      dropped

consistently in the last quarter of 2007 (-10%), partly due to

extraordinary provisions made in the last part of the year. At

the end of 2007, the coverage ratio was 59%, above that of the

UniCredit Group as a whole.

The CEO then looked at the situation of HVB's non-strategic

assets,     reminding       those      present      that       the   Real    Estate

Restructured portfolio (RER) - which was EUR 15.4 billion in

June 2005 - stood at EUR 2.4 billion at the end of 2007 and

28
EUR 2.1 billion in February. He also noted that the Special

Credit   Portfolio    (SCP),   which    has     under-performing          loans,

moved from EUR 20.7 billion in September 2006 (when it was

created) to EUR 13.1 billion, a decrease of about 8 billion.

Furthermore,   he    pointed   out   that     the    management      of   these

assets had, over time, allowed the Group to develop skills

that can now be sold to third parties, meaning additional

revenue can be generated.

The Chief Executive Officer then moved on to look at the

individual Divisions. He highlighted the benefits achieved by

diversification and noted that the strong growth of commercial

banking had compensated for weaknesses in the Markets area. He

stated that all the Divisions generated EVA (EUR 2.6 billion

in total, + 7.9% on 2006), but that Retail had achieved the

greatest   year-on-year   growth,      partly       because   2007    was    the

first year that Germany had achieved a positive EVA result.

This was seen as being of particular importance because the

bank was one of the few in that region to have achieved a

positive marginal RARORAC (that is, a returns above the cost

of capital). In 2007, The MIB Division achieved a considerable

marginal RARORAC (10.5%). This was seen as being important

because this business line has the ability to generate                      - in

29
stable      market    conditions      -   about   EUR    1.5    billion       (pre-tax

results)in operating profit for the Group. The CEO saw this as

a good sign for the future, despite the current weakness and

volatility in the markets.

The   Chief     Executive       Officer   then    went      into     greater    detail

about       various    pieces    of    data.   He    noted      that      the   Retail

Division      had     achieved    a   brokerage     margin      of    about     EUR    11

billion (+ 5.9% on 2006), operating profit of about EUR 3.8

billion (+ 18.4%) and pre-tax profits of EUR 2.6 billion (+

32% on the previous year). The cost/income ratio was 65.4%. He

also noted that these data relate to the three markets covered

by    the    Retail     Division      (Germany,     Italy    and     Austria).        The

Corporate      Division's        performance      was    also      very   good.       The

brokerage margin was roughly EUR 6 billion, pre-tax profits

were EUR 2.8 billion (+ 8.2% on the previous year) and EVA

grew about 16% compared to 2006. About 11,000 people work in

this area.

In the CEE Area, revenue details broken down by country showed

that Poland made up the lion's share, with 41% (this value was

noted to have dropped in the first quarter of the current year

because of the incredible growth in other countries in the

region), followed by Turkey with 15%, then Croatia and Bosnia

30
Herzegovina with 11%, Russia with 8%, the Czech Republic with

6%, Bulgaria with 5%, Romania and Hungary with 4%, Slovakia

with 2% and the other countries with a combined 3%. Russia,

the Ukraine, Kazakhstan and Turkey all showed notable growth.

Poland's growth was slightly less, partly because the sheer

size meant that even quite substantial absolute growth became

much less in relative terms.

The Chief Executive Officer then drew everyone's attention to

the fact that, in 2007 in these     countries, 1 million new

clients were acquired, which can be seen as equivalent to a

large Italian bank. This was seen as a key piece of data,

especially since it helped to put in context the decision -

shared and supported by shareholders - to diversify in recent

years. This meant that development continued in the countries

where - partly due to some of these countries joining the

EURpean Union - the process of alignment with Western EURpe

was well underway. This meant the Group could continue to

benefit from this in the future.

In the CEE Area, the Group's net profit was in the region of

EUR 2 billion (about 28% higher than 2006), despite the growth

in costs (+ 9.1%) related to the investment needed to open new

branches to ensure opportunities for growth were taken. Given

31
the   Group's    overall      profit    of   around     EUR       7    billion,        this

figure was seen as genuinely important, playing an key role in

one of Italy's two leading banking groups in EURpe and one of

the world leaders.

In 2007, the MIB Division added about EUR 2 billion to the

Group's pre-tax profits, despite the difficulties faced in the

second    half    of    the     financial    year.     EVA    was          573    million.

Within this Division, in the Markets area, the section that

deals    with    fixed    income,      foreign   exchange         and       commodities

achieved   a     6%    growth    in   revenues    compared            to    2006.       The

revenues for the structure operating in equities grew by 6%.

The structured loans portfolio lost EUR 431 million, with a

negative mark-to-market of EUR 277 million in the last quarter

of 2007 (due to an increase in the spreads) and losses in the

same period of EUR 149 million. The Chief Executive Officer

pointed    out    that     the     Group     continued       to       use        the   same

accounting standards, thus including the portfolio in question

in the trading portfolio (and not in the banking book, which

would allow any write-downs to be recorded in the capital

account    rather      than     the    Profit    and    Loss          Account),        thus

ensuring that write-downs are transparent.

The Chief Executive Officer stated that non-structured loan

32
business lines saw an increase in revenues, but structured

loans (which stood at EUR 15.8 billion at the end of 2007)

decreased by the end of March 2008                  to EUR 12.7 billion and by

a    further        EUR   400   million        in   April    due    to   sales      or

reimbursements. Exposure to the US was limited (1.7 billion at

the end of 2007, including 164 million in the subprime area).

In   terms     of    conduits    -    vehicles      used    to   optimise    capital

exposure - the Chief Executive Officer clarified that in June

2007 exposure stood at about EUR 17 billion, dropping to 10.3

billion    in   September       and     10.2    million     in   December.     On   21

February     2008,        a   conduit    matured      and    so,    as   had     been

previously announced, exposure dropped to EUR 5.2 billion at

the end      of March. He continued that this value was fully

integrated into the financial statements and so no additional

capital exposure should derive from it.

As noted, subprime instruments stood at EUR 164 million in

December, but had dropped to EUR 94 million by the end of

March. This was achieved through certain sales, sometimes at a

profit compared to the valuation, thus indicating that these

instruments had been correctly valued.

Total exposure to Special Investment Vehicles (SIVs), which

had stood at EUR 77 million at the end of 2007, dropped to EUR

33
70 million in March and, according to the CEO, this was not a

worrying level. Monoliner exposure (i.e. American insurers who

insure     loans)     was    24   million       at    the    end    of   2007     and    9.6

million in March            2008, which was again seen as a minimal

amount. The Chief Executive Officer also noted that, at the

end   of   his    presentation,            he   would      supply    some    additional

information       about      these     issues,        in    line    with    the      CONSOB

request.

In 2007, the Private Banking Division's contribution to pre-

tax profits was EUR 600 million (+ 28.4 on 2006). Although

this Division was inevitably suffering at the hands of the

current market conditions, with about 226 billion in financial

assets in its portfolio, it was still the first or second

onshore private bank in EURpe, with growth in Germany and

Austria.

The   Asset      Management         Division      also      suffered       from      market

pressures, but in 2007 it managed to achieve pre-tax profits

of about EUR 850 million (+13.3%                     year-on-year). This Division

largely     operates        through    two      channels:      first,      distribution

using the Group's networks, which was seen as fundamental to

continuing       to   make    use     of    the   Group's      23-country         network;

second,     distribution          using     third-party        channels.        In      this

34
light, the Chief Executive Officer pointed out that business

in this      area had recently begun in Russia using both the

Group's network and third-party channels. He noted that the

Group was the market leader in Poland and Turkey, but that In

Italy the market context had caused clients to look towards

more liquid assets or at least less risky ones, thus resulting

in a notable outflow.

To   gauge    the   importance   of    third-party    channels,   the    CEO

pointed out that about 40% of the Pioneer assets are sold

through other banks and major distributors, confirming that

third parties must be making returns on the trust they put in

these instruments.

The Chief Executive Officer, moving on to examine the data

linked to the Capitalia integration, noted that such mergers

always entail major changes, resulting in a degree of tension

for those involved. Moreover, he felt that as long as any

problems arising or errors made help to guide the process

underway, then these should be seen as positive.

At the time of the meeting, private and corporate had been

unified, in terms of management, to prevent competition within

the various networks. The necessary IT migrations had been

planned   so   that   the   Group     could   be   reorganised   using   the

35
divisional model. The first of these migrations would involve

BiPop - in the first semester of this year - and the last,

Banco di Sicilia, by the end of October. This would allow the

reorganisation to become effective from 1 November 2008.

7,800   people   -   about   2,800     more    than      planned      -    availed

themselves of the incentive leaving plans drawn up as part of

the   integration    project.   This      meant   that    a   higher       one-off

payment   than   expected    was    incurred,     but     this     would    allow

greater savings in the future. Furthermore, this would ensure

the planned cost and revenue              synergies could be achieved,

perhaps even improved on. This would also be helped by closing

certain "gaps" that existed between UniCredit prior to the

merger and Capitalia.

The Chief Executive Officer then turned his attention to the

TRI*M index, used to measure customer satisfaction. He stated

that hundreds of thousands of interviews (400,000 are planned

in    Italy   this   year)   done    by    a   third-party       in       complete

objectivity would provide a snapshot of what degree clients

feel the services provided by the Group satisfy their needs.

In 2005, UniCredit Banca achieved 52 on this index (compared

to 43 for its major competitors), while in 2007, it achieved

62 (51 for its major competitors). Despite this, he felt there

36
was   space   for   improvement.   He     did,   though,   note   that   the

increase was important (bringing UniCredit in line with the

cooperative     credit    banks     and      achieving     a   significant

benchmark) and that the gap compared to its competitors had

grown. There was also space to grow in the small business

segment,   especially    since    revenues    for   clients    are   notably

lower in the Capitalia sphere compared to UniCredit Banca. He

then noted that progress in the Capitalia sphere had been good

in the current year and was based on substantial productivity

increases for the network. The same could also be said for

Corporate (where, in truth, revenue synergies had not been

forecast), given that in the Capitalia sphere the marginal

returns for clients were below capital costs (in other words,

value was being wiped out). As such, he noted, if this could

be become positive, then the improvement for the entire Group

would be substantial.

Having completed his presentation of the data for 2007, the

Chief Executive Officer moved on to provide some details about

the key results achieved by the Group in the first quarter of

2008.

Net profit was in the region of EUR 1 billion. Commercial

banking continued to grow well (net profit grew by 15% year-

37
on-year and revenues by 8.4%). This was largely due to results

from Central and Eastern EURpe, Retail - especially in Italy -

and Corporate. Private held its position, while MIB inevitably

suffered      from   the    taxing    market      conditions.    Revenues       -

excluding     credit    related    activities     in   Markets   -    would    be

about EUR 770 million, but these were combined with the loss

of about EUR 1 billion for the previously mentioned Markets

sectors and the write-down of the Global ABS portfolio (- 642

million).       The containment of operating costs was good. The

1.2% increase on the same period in the previous year was due

to the opening of branches in the CEE Area, with the Group's

total, minus the CEE Area, actually being a 3.6% decrease.

This    was    achieved     thanks    to    the    Capitalia     merger       and

restructuring in Germany and Austria. The number of staff in

Italy went down notably, largely due to the Capitalia merger.

Asset quality continued to improve and the Core Tier 1 ratio

was    5.5%   (having      taken   into    account     the   impact    of     the

Ukrsotsbank     acquisition,       which   accounted    for about      22   base

points). By looking more analytically at the Profit and Loss

Account, the CEO highlighted the 21.8% growth in net write-

downs. This figure seemed to be quite substantial, but the CEO

noted that if you exclude ATF and Ukrsotsbank and the effects

38
of   the   growth    in     loans     and   investments     as    well    as   the

difference for the Capitalia sphere between 2008 and the same

period a year before, the comparison could be EUR 620 million

for the first quarter of 2007 with EUR 635 million for 2008.

The Chief Executive Officer then focused on the growth in the

number of branches (10,300, with an increase of 850 year-on-

year or 587 quarter-on-quarter), which was largely due to the

newly acquired Ukrsotsbank. Revenues saw a positive trend for

commercial banking, while asset management experienced a drop

(- 17%) due to the decrease in volumes, although it remained a

major contributor to revenue. MIB was also negative (- 300

million), with its balance including 700 million in revenues

and about 1 billion in write-downs.

The Chief Executive Officer then concluded this part of the

presentation by highlighting the positive results achieved by

commercial banking, thus showing the Group's ongoing ability

to produce positive results in trying circumstances, and by

stating    that    the     negative    results     for   MIB     linked   to   the

Markets    sector    were    the    consequence     of   the     difficult,    but

manageable,       market    conditions.      The    other      business    areas

contributed    positively      to     revenues.    While    asset    management

suffered from the current market conditions, it provided an

39
excellent      contribution         to    value    creation.       The    Core      Tier   1

ratio was expected to be 6% in 2008 due to the sale of non-

strategic        assets     and     general/managerial         actions         on    risk-

weighted assets. In this context, Central and Eastern EURpe

remains     an       important     area     of     growth    for     the       Group.      He

continued that earnings per share at the end of 2008 was

expected to be between 52 and 56 cents (with 55 cents being

the comparable value from 2007).

Having concluded his presentation of the Group's results, the

Chief Executive Officer moved on to supply more information

about     a)     exposure         to     subprime     mortgages,          b)     business

transacted through Conduits and Structured Investment Vehicles

and c) trading derivatives with customers, as requested by

Consob    on     5    and   11     March    2008    pursuant       to     article       114,

paragraph 5 of Legislative Decree 58 of 24 February 1998 of

the Italian Banking Act. He also noted that this disclosure

was     also     supplied,        partly,    in     the     Report       on    Operations

attached       to     the    Parent        Company's      Consolidated           Accounts

presented to shareholders and, partly, in press releases.

"a) Exposure to subprime mortgages

An update of the information already requested by Consob on

August 30, 2007 relating to risks associated to US subprime

40
mortgage exposure is provided in a chapter of the Report on

Operations included in the Consolidated Accounts and Parent

Company Accounts as at December 31, 2007.

b)   Business    transacted       through   Conduits   and   Structured

Investment Vehicles (SIVs).

Detailed information on proprietary conduits, conduits owned

by other entities and SIVs is provided in a chapter of the

Report on Operations included in the Consolidated Accounts and

Parent Company Accounts as at December 31, 2007.

c) Trading derivatives with customers.

The request was to disclose the following information:

I. Description of business in trading derivatives carried on

with customers, also indicating the market and counterparty

risk taken on.

The description of business in trading derivatives carried on

with customers and associated counterparty risks is provided

in a chapter of the Report on Operations included in the

Consolidated     Accounts   and    Parent   Company    Accounts   as   at

December 31, 2007.

II. The notional value and breakdown of the amount shown for

derivatives in balance-sheet asset Item 20.“Financial assets

held for trading”, distinguishing between plain vanilla and

41
structured    products,       and    reporting    the     total      number   of

customers    involved    in    the   latter    category      and    the   amount

attributable to those with the highest exposure.

To   make    the   distinction       between     customers         and    banking

counterparties,    the    definition     contained      in   Banca       d’Italia

Circular No. 262 of December 22, 2005 (which was used for the

preparation of the accounts) was used as a reference.

Structured products were defined as derivative contracts that

incorporate in the same instrument forms of contracts that

generate exposure to several types of risk (with the exception

of cross currency swaps) and/or leverage effects.

The balance of item 20 “Financial assets held for trading” of

the consolidated accounts with regard to derivative contracts

totalled EUR 63,693 million (with a notional value of EUR

2,427,307 million) including EUR16,597 million with customers.

The notional value of derivatives with customers amounted to

EUR 427,533 million including EUR 386,243 million in plain

vanilla (with a fair value of EUR 15,473 million) and EUR

41,290 million in structured derivatives (with a fair value of

EUR1,124 million).        The notional value of derivatives with

banking counterparties totalled EUR 1,999,773 million (fair

value of EUR 47,096 million) including EUR 192,194 million

42
related to structured derivatives (fair value of EUR 4,085

million).

The balance of item 20 “Financial assets held for trading” of

the   Parent    Company   accounts   with   regard   to   derivative

contracts totalled EUR 6,670 million (with a notional value of

EUR 181,688 million) including EUR 251 million with customers.

The notional value of derivatives with customers amounted to

EUR 5,880 million including EUR 5,824 million in plain vanilla

(with a fair value of EUR 237 million) and EUR 56 million in

structured derivatives (with a fair value of EUR 14 million).

The notional value of derivatives with banking counterparties

totalled EUR 175,808 million (fair value of EUR 6,419 million)

including      EUR   20,069   million   relating     to   structured

derivatives (fair value of EUR 1,451 million).

Customers entered into a total of 10,051 structured derivative

contracts with the Group that are reported in balance-sheet

asset item 20 “Financial assets held for trading”. Of these,

the largest 20 customers in terms of exposure cover 9% of

overall exposure (generating exposure of EUR 103 million for

the Group).

Customers of the Parent Company alone entered into a total of

19 structured derivative contracts.

43
III. Statement of new production and derivative deals closed

in 2007 (notional value) distinguishing between plain vanilla

and structured products and stating also the amount of any

restructurings carried out and their income and cost.

In 2007 the Group entered into new derivative contracts with

customers totalling EUR 432,893 million in notional value (EUR

6,323     million    in    relation    to     the   Parent     Company   alone)

including EUR 26,438 million related to structured derivatives

(EUR 1,615 million in relation to the Parent Company alone).

Early termination (deals terminated prior to the contractual

expiry date) involved contracts with a notional value of EUR

40,008     million    (including      EUR     9,138    million      related    to

structured derivatives) at the Group level. This aspect is not

significant for the Holding Company.

During the year, several 'contractual revision' transactions

were     carried     out     with     customers       (these       involve    the

cancellation of one contract and its simultaneous replacement

with another derivative with characteristics differing from

the previous derivative for reasons other than difficulties of

the counterparty) with a total notional amount of EUR 5,951

million     (including       EUR      1,240     million      for     structured

derivatives).

44
The Holding Company had no revised contracts.

Customers incurred net expenses totalling EUR 254 million in

relation to early cancellations and/or contractual revisions.

The risk management associated with these contracts generated

expenses totalling EUR 245 million for the Group.

IV. The notional value and the breakdown of the amount shown

for derivatives in balance-sheet liability Item 40. “Financial

liabilities held for trading”, distinguishing between plain

vanilla    and    structured            products,       and    reporting         the   amount

referred     to    banking            counterparties          and    that       relating    to

customers.

The   balance      of     item         40    “Financial        liabilities         held    for

trading”     of     the       consolidated            accounts        with       regard     to

derivative       contracts         totalled       EUR       65,768    million       (with    a

notional value of EUR 2,365,138 million) including EUR 17,175

million with customers. The notional value of derivatives with

customers     amounted           to    EUR    425,527         million       including      EUR

402,875 million in plain vanilla (with a fair value of EUR

16,266     million)          and       EUR    22,652        million        in     structured

derivatives       (with      a     fair      value    of     EUR     909    million).      The

notional    value       of       derivatives         with     banking       counterparties

totalled    EUR    1,939,611            million      (fair     value       of    EUR   48,593

45
million) including EUR 182,086 million related to structured

derivatives (fair value of EUR 3,897 million).

The   balance     of   item    40    “Financial      liabilities      held     for

trading”   of    the   Holding      Company      accounts    with     regard   to

derivative      contracts     totalled     EUR     7,569    million    (with     a

notional amount of EUR 195,822 million) including EUR 1,999

million with customers. The notional value of derivatives with

customers amounted to EUR 29,464 million including EUR 25,657

million in plain vanilla (with a fair value of EUR 1,448

million) and EUR 3,807 million in structured derivatives (with

a fair value of EUR 551 million), both of which are mainly

included   in    structured       bond   issues.    The    notional    value   of

derivatives with banking counterparties totalled EUR 166,358

million (fair value of EUR 5,570 million) including EUR 18,665

million related to structured derivatives (fair value of EUR

727 million).

The criteria and definitions indicated in paragraph II above

were used for classification purposes.

V. Description of the fair value calculation method for the

above trading derivatives.

The   description      of   the     fair   value    calculation       method   is

provided in a chapter of the Report on Operations included in

46
the   Consolidated    Financial    Statements    and   Holding    Company

Financial Statements as at 31 December 2007.

VI. Statement of margin calls made by banking counterparties,

if any, against the fair value of structured derivatives sold

to customers.

Information on margin calls is provided in a chapter of the

Report on Operations included in the Consolidated Financial

Statements and Holding Company Financial Statements as at 31

December 2007.

VII. Statement of any margin calls made on customers to secure

the fair value of structured derivatives sold to them.

Information on margin calls is provided in a chapter of the

Report on Operations included in the Consolidated Financial

Statements and Holding Company Financial Statements as at 31

December 2007.

VIII. Statement of fees and commission income and expense on

derivatives (Items 40 and 50 of the Profit and Loss Account)

relating   to   the   2007   financial   year,   giving   the   breakdown

between fees and commissions on plain vanilla derivatives and

those on structured derivatives.

The operational model in use at Group level does not include

contract-based fees and commissions on derivatives trading.

47
All   cost/income        components     relating      to     cash      settlements

associated to derivatives trading are recognized on a cash

basis in item 80 “Gains and losses on financial assets and

liabilities held for trading”.

IX.   Statement          of   upfront       fees     received          from     third

counterparties and those paid to customers, with a description

of the manner in which they were recognized in the accounts.

The Investment Bank’s operational model does not emphasize

settlement of components which back discount future cash flows

to the stipulation date, whether higher or lower than market

conditions.       Additionally,      the    model     does    not      distinguish

between trading with institutional clients and trading with

corporate/retail          customers.          These        components          become

significant only in the matched trading model adopted by the

Segment Banks to which the disclosed information refers.

For the purposes of this statement, flows received/paid at the

contract    stipulation       date   are    considered       as   upfront       fees.

Upfront    fees    are    recognized       through   profit       or    loss    under

“Gains and losses on financial assets and liabilities held for

trading”.

In 2007 the amount received from banking counterparties by

entities adopting the matched trading business model was EUR

48
20    million;       amounts      received        from   customers         were    EUR   21

million, while those paid to them were EUR 13 million.

X.    The   manner         in    which      impairment        losses       for    customer

counterparty         risk       arising     out     of   derivatives          have      been

calculated and the amount of these losses and any write-backs

of a similar nature, accounted

for in item 130 of the Profit and Loss Account (net impairment

losses/write-backs on loans).

Information on impairment losses/write-backs for counterparty

risk arising out of derivatives is provided in a chapter of

the    Report        on    Operations        included         in    the     Consolidated

Financial Statements and Holding Company Financial Statements

as at 31 December 2007.

XI. The number and amount of exposure classified in 2007 as

underperforming           loans      or    non-performing          loans    relating     to

customers that bought OTC derivatives.

The    exposure       arising        out     of    derivatives         with      customers

classified      as    at    31    December        2007   as    non-performing        loans

amounts to EUR 36 million.

This category is not significant at Holding Company level.

XII. Information on any restructurings, whether initiated or

to    be    initiated,          of    customer       exposure        arising      out    of

49
derivatives, indicating the type of derivatives involved and

the effect on the 2007 Profit and Loss Account

During 2007 no restructurings of derivative contracts due to

counterparties’        difficulties          have   been         completed    or

initiated."

The Chief Executive Officer pointed out that on 10 May 2007

the    Annual   General      Meeting   had    approved    the     substantiated

proposal submitted by the Board of Statutory Auditors that the

appointments of the audit firm KPMG S.p.A. be extended to the

years 2007-2012 in respect of its audit of the Holding Company

and     Consolidated      Financial     Statements,        the     consolidated

Interim     report,    and   continuous      accounting    controls,     at   an

annual cost (adjusted on the basis of ISTAT and net of out-of-

pocket expenses, regulators’ fees and VAT) as follows:

- EUR 134,000 for the financial statements corresponding to

1,100 hours worked

-     EUR   330,000   for    the   consolidated     financial        statements

(corresponding to 2,450 hours worked);

- EUR 37,500 for accounting controls (corresponding to 350

hours worked);

- EUR 144,250 for the Interim Report (corresponding to 1,100

hours worked), addition to specific fees in respect of the

50
foreign branches.

Shareholders were informed that KPMG S.p.A. had advised that

in view of the extraordinary transactions that the Company had

undertaken       (following    absorption        of   the    former   Capitalia

S.p.A. and acquisition of all its former subsidiaries) it had

calculated 10,500 extra work hours for the audit of the 2007

accounts.

This extra auditing work concerned the auditing of the Holding

Company (3,950 hours and EUR 485,000) and the consolidated

accounts (6,550 hours and EUR 815,000).

A new fee calculation including the extra fees detailed above

was determined by KPMG S.p.A. according to the hourly rate

agreed upon when the appointment was extended, and adjusted on

the basis of ISTAT, for financial year 2007 (net of out-of-

pocket expenses, regulator’s fees and VAT) as follows:

- EUR 619,000 for the Holding company financial statements

(corresponding to 5,050 hours worked);

-    EUR   1,145.000     for   the   consolidated      financial      statements

(corresponding to 9,000 hours worked);

As prescribed by art. 159 of the Consolidated Finance Act

(TUF),     the   Board    of   Statutory    Auditors        had   examined   KPMG

S.p.A.’s     new   fee    calculation      and    after     its   deliberations

51
delivered its own substantiated proposal dated 6 March 2008 to

the     Board     of     Directors.    The    latter,       having     noted    the

favourable opinion of the Chairman of the Internal Control and

Risks    Committee       given    at   its   meeting       on   12   March     2008,

determined that KPMG S.p.A.’s request for additional fees in

respect of its auditing contract was substantiated and fair,

as well as in accordance with the provisions of the contract,

and approved it at its 12 March 2008 meeting.

Lastly, information was given on the total number of hours

worked and the amount invoiced by KPMG S.p.A. for:

1. audit of the 2007 statutory and consolidated accounts at 31

December 2007;

2. limited audit of the Interim Report as at 30 June 2007;

3. accounting controls carried out during the year.

Total     hours        worked    for   auditing       in   2007      were    19,180

corresponding to a total invoice amount of EUR 2,045,250, as

follows:

AUDIT PERFORMED                    Hours worked                   Invoice amount

Consolidated accounts                        10,700               EUR 1,145,000

Parent company annual accounts               5,500                   EUR 619,000

Parent company annual accounts New York Branch

                                               350                   EUR 55,000

52
Parent company annual accounts London Branch

                                             150                   EUR 23,500

Parent company annual accounts Hong Kong Branch

                                             180                   EUR 21,000

Consolidated Interim Report

                                           1,900               EUR 144,250

Accounting controls during the year

                                                400                EUR 37,500

The number of hours worked is the actual number of hours

worked by the audit firm, whereas the invoice amount is the

amount stipulated in the agreement and still to be invoiced,

corresponding to 5,050 hours for the Parent Company accounts,

9,000   hours   for   the    consolidated       accounts,     as    well   as   a

"limited review” of the foreign branches: 350 hours for New

York, 150 hours for London, and 180 hours for Hong Kong; for

the   limited   review      of   the    interim    report,    the    agreement

stipulates a total of 1,100 hours and for accounting controls

carried   out   during   the     year   (four     quarters)   the    agreement

provides for 350 hours both of which appointments concerned

only Italy.

The Chairman then took the floor and invited Mr. Mario Corti,

representing the accounting firm of KPMG S.p.A to read out the

53
report prepared under section 156 of the Consolidated Law on

Finance, and Mr. Giorgio Loli, the Chairman of the Board of

Statutory Auditors, to read out the report by the Board of

Statutory Auditors

Mr.    Mario    Corti       took   the    floor     and,   upon    the    unanimous

decision       of     the    Annual      General    meeting,       and    with   the

Chairman’s support, read only the conclusions of the Report by

the Auditing Firm.

Mr. Giorgio Lol, Chairman of the Board of Statutory Auditors,

then took the floor and, upon a similar unanimous decision of

the Annual General Meeting, and with the Chairman’s support,

read   only     the    conclusions       of   the   Report    by   the    Statutory

Auditors.

The Chairman advised that the following persons were currently

in attendance:

                                                                           Company

ALESSANDRO GRAZIANI                                                IL SOLE 24 ORE

ANDREA CABRINI                                                            CFN CNBC

ARIANNA CIACCI                                               RADIO CENTRO SPORT

FILIPPO CALERI                                                               TEMPO

LUCA FALLICA                                                             RETE SPORT

LUIGIA LUCIANI                                                              ROMA 1

54
MIRCA MANTERO                                                  RADIOCOR

SERGIO TE’                           AGENZIA GIORNALISTA QUOTIDIANA

ULRIKE SAUER                                     SUDDENTSURE ZEITUNG

The Chief Executive Officer took the floor again and read out

the Board of Directors’ proposals on the first two items on

the Agenda:

“Shareholders,

Based also upon the Report on Operations accompanying these

accounts, we invite you to approve the financial statements of

UniCredit S.p.A. as at 31 December 2007, consisting of the

Balance   Sheet,   Income   Statement,    Statement     of   Changes   in

Shareholders’ Equity, Cash Flow Statement and Notes to the

Accounts, as submitted by the Board of Directors as a whole

and the individual entries thereof.

Appropriation of net profit:

the 2007 Income Statement showed a net profit,

                                             EUR      1,886,152,300.58

which we propose distributing as follows:

..   to   the   Reserve   pursuant   to   art.   6,    paragraph   2   of

Legislative Decree 38/2005

                                                 EUR    13,096,864.62

.. to the Legal Reserve pursuant to art. 38 of the Articles of

55
Association

                                                       EUR 186,615,230.06

.. to the Reserve associated with the medium-term incentive

programme for Group Personnel as approved by the Board of

Directors

                                                        EUR 13,000,000.00

.. to Shareholders:

- 52.00% of par value of EUR 6,586,814,032.00 equal to EUR

0.260    for   each   of     the   EUR   13,173,628,064     ordinary   shares

(comprised of 13,343,658,943 ordinary shares already issued as

at 31/12/2007, 803,020 ordinary shares issued in 2008 with

rights   to    the    2007   dividend,     net   of   87,000,000own    shares

possessed by the Bank as at 31/12/2007 and 83,833,899 own

shares purchased by the bank in) to be distributed only to the

shares outstanding on the coupon date of the dividend other

than own shares

                                                  EUR    3,425,143,296.64

- 55.00% - that is 52.00% for ordinary shares plus a further

allocation of 3% of par value of 10,853,276.00 in savings

shares    (equal to EUR 0.275 for each of the 21,706,552 savings

shares

                                                      EUR     5,969,301.80

56
                                                            EUR    3,431,112,598.44

after drawing from Statutory Reserves the amount of

                                                       EUR        -1,777,672,392.54

                                                                   1,866,152,300.58"

The Chairman took the floor again and proposed discussing both

topics together, given the link between the approval of the

financial statements and the allocation of profit, also with a

view    to   leaving      more     time    for       the     discussion.        In    the

interests     of    all those       attending,         the      Chairman    recommended

that shareholders keep their comments brief and to the point.

There    being     no    objections       to   the     proposal,       he    opened   the

discussion.

Since the meeting was being held in English and the minutes,

in the form of a public deed, would be drafted in English with

a     translation        into     Italian,       the       Chairman        invited    any

shareholders wishing to take the floor to do so in either of

the two languages.

Shareholder Franco BORLENGHI took the floor, stating that he

and    Mr.   Gioacchino         GRAFFAGNINO      were       both   representing       the

Association of UNICREDIT Small Shareholders; after extending

his greetings to the Chairman, Directors and Shareholders in

attendance,        Mr.   Borlenghi        went   on        to   make   the    following

57
comment:

“I am very attached to this Bank and as you can see, I never

fail to attend our Annual General Meetings. The difficulties I

experienced getting to Rome are, however, far less important

than the positive results we are being called upon to approve

today.

The year of the Capitalia merger closet with a net profit of

1.866 million EURs, which is down compared to 2006.

So let us file away our financial statements with a profit of

7.3 billion, if calculated pro-forma including Capitalia. The

dividend is up 8.3% to 0.26 EUR per share.

Market instability has been reflected not only on the share

value but also on the investment banking business, the only

area    in   the   Group    that    has   been   impacted.    The   investment

banking business is a high priority area within our Group and

at the moment it is impossible to make forecasts because so

much depends on market turbulence.

However,     Mr.   Chairman        we   are   well     positioned   to   tackle

volatile markets confidently and professionally and none of

our    competitors    can    compare      with   our   EURpean   platform   and

strong presence in emerging economies, thus confirming their

disappointing trends.

58
A careful analysis of the financial statements discloses that

the ROE is 15.6%, total revenues are up, despite operating

profits being down, by 37.2%, and performance is satisfactory

in Eastern EURpe, especially in Poland.

Our impression is that the financial scenario is delicate, but

that the Italian banking system’s exposure to derivatives and

sub-prime mortgages is lower than elsewhere.

Our results are encouraging and we look forward to achieving a

positive performance this year as well.

Moreover, we obtained these fairly positive results in spite

of   a   struggling   economy,   lower   consumption    levels   and   a

stagnant GDP, making our performance even more gratifying.

Having completed its plans for growth through acquisitions,

our bank will now grow organically: while less spectacular,

this strategy is doubtless more profitable.

In light of this precarious situation, Mr. Profumo, how are

you planning and expecting to maintain the same profitability

for our Bank as well as a satisfactory dividend payout for us

shareholders?”

Whereupon, the shareholder expressed his thanks and announced

he would be approving the financial statements.

Shareholder    Gioacchino   GRAFFAGNINO    took   the   floor;   after

59
extending     his   greetings      to    the    Chief     Executive       Officer,

Directors    and    Shareholders        in   attendance,     Mr.    Graffagnino

stated he was attending both in his capacity as Secretary of

the Unioncredit Cir Association and as a shareholder, went on

to ask Mr. Profumo the following two questions:

“First question. In UniCredit ’s 2002 financial statements a

considerable proportion of the revenues were accounted for by

UBM, which at the time was managed by Mr. Modiano: unless I am

mistake, between 28% and 44% of group profit, with substantial

yearly     increases.   In   the    2007       results,    how     much    of   the

revenues derive from UBM and has the figure decreased?

Second question. In weighing up the HVB merger in 2005 many

shareholders, including ourselves, drew attention to the risks

associated with the HVB Group’s property value. I would like

to know if these risks were related to sub-prime mortgages and

the extent of any such exposure."

Shareholder Giovanni ANTOLINI took the floor. After greeting

the Chairman, Directors and shareholders, he stated he was an

old UniCredit shareholder and was favourable towards holding

the Annual General Meeting in the new Rome headquarters rather

than the old ones in Genoa, as a result of the merger in 2007

of   the   UniCredit    Group   and      Capitalia,       which    he     had   long

60
believed        to    be    very   important      especially       in    respect     of

realising certain equity controls. He hoped, in point of fact,

that    through       the    union   of    Capitalia        with   UniCredit        each

holding approximately 9% of Mediobanca) a combined stake of

18%    would     be    acquired      and   with      it    certain      control     over

Mediobanca and, consequently, of Generali. Therefore, he was

disappointed about the transaction because the Authority had

stepped in to prevent the group from holding more than 8.36%

of Mediobanca, the company that controls Generali, while other

groups were allowed to hold larger stakes. He went on to note

that this had economically harmed the UniCredit shareholder

which, hoping to control Mediobanca and through it Generali,

had    like     himself,     voted    in   favour     of    the    merger,     despite

believing that the exchange ratio of 1/12 UniCredit shares for

each    Capitalia          share   was     unfavourable       towards      UniCredit

shareholders. He criticised the fact that unlike what happens

in other countries, it is not possible here to purchase shares

to    buy   a    controlling       interest     in    certain      other   companies

because the Authority does not allow it.

He noted that based on the board of directors’ report, other

acquisitions         had    been   made    in   the   period:      a    bank   in    the

Ukraine, and another one in Kazakhstan, which he deemed to be

61
positive moves.

The shareholder then asked for reassurances that the so-called

restorative justice system had in fact been implemented and

really did provide protection from illegitimate transactions,

in particular in reference to a concrete case: that of the

large customer called Borsello. He also asked for two new

regulations to be issued, one concerning on-line banking and

the other about securities management.

Next, the shareholder commented on the financial statements,

judging   the    profit   and    loss        account    and   Chief    Executive

Officer’s   report to be undeniably outstanding.

However, he went on to ask for confirmation of the marginal

impact of the US sub-prime mortgage crisis on the bank, and

recommended     that   safeguards      be     adopted    by   replying    to    the

Italian media who maintained that the opposite was true, if

the Chief Executive Officer’s report was indeed accurate in

stating   that   the    past    year    featured        extensive     deals    that

significantly     strengthened         the     Group,     actually     exceeding

targets despite the downturn on the market and the market

instability caused by the sub-prime crisis. Moody’s was also

mentioned, along with allegations in the media.

The Shareholder invited the journalists present to pay due

62
attention to the statements of the company’s governing body,

as were also contained in the official documents; he stressed

that the financial statements included important graphs that

serve to prove that the company is truly creating value for

shareholders both large and small. Moreover, the company was

not involved in the sub-prime or derivatives crisis, unlike

banks in the United States.

Shareholder Francesco RIMBOTTI took the floor to point out

that he had already sent the Chairman and Chief Executive

Officer the remarks he intended to make at the Annual General

Meeting, with the hope of facilitating their replies.

He stressed that he had read – and fully agreed – that the

UniCredit Group was the first truly EURpean bank. He therefore

suggested    that    this     status   be    reflected     also   in   people’s

behaviour. He noted that the Annual General Meeting had become

“Rome-centric” following the decision to move the registered

offices of the bank to Roma and this had led to shareholders

from Northern Italy and EURpe being unable to attend.

Going   on   to     comment    on   the      Holding   company’s       financial

statements    and    the      consolidated      financial    statements,      he

remarked     that     while      the        consolidated     accounts      were

satisfactory (net profit up between 2006 and 2007 by +9.4% and

63
the company’s equity had increased exponentially from 38,000

million     to   57,000        million)       the    financial        statements      of

UniCredit S.p.A. showed a decrease in profits from 2006 (3,015

million) to 2007 (1,866 million) amounting to one billion 149

million, which is less 38.11%. He asked what had caused this

loss for UniCredit S.p.A. and whether there was cause for

concern.

He also asked about the Board of Directors’ estimates as to

the    chances     for     recovering        doubtful     loans,        non-performing

loans, Watchlist loans etc., and wanted additional details in

this regard.

His next question was about the EURpean nature of the Bank,

which     operates       in   about     23    countries,         with    5     permanent

overseas branches, not counting representative offices: what

contribution do they give to the Group, what cost/revenues do

they    generate     and      how    important       is   the    bank     on    overseas

markets.

He then made several comments about companies that the bank

holds a minority interest in I-Faber, with revenues amounting

to 12,242,000 EURs and losses amounting to 630,000 EURs, had a

great deal of potential but made little contribution due to

its    limited   operating          scope.    What    kind      of   performance     did

64
Xelion Bank post?

And could more details be provided about the exact amount that

the Group donates to charity in Italy and the rest of the

world? The shareholder then concluded saying that he might add

further comments later and announce his voting intentions.

Shareholder Germano CASSINELLI was next: he appreciated the

results   presented    and    could   not     deny     that   the     financial

statements     were   satisfactory        especially    in    light    of   the

difficult and turbulent global scenario within which the bank

was operating. He therefore announced he would be approving

the accounts. He added that he felt the need to state his

appreciation, on a personal note, of the bank's management,

and   especially      the    Chief    Executive        Officer,       regarding

appointments    to    the   Banco    di    Sicilia.     In    his   view,   the

inclusion of Luisa Averna and Jose Rallo on the Board and of

Ivan Lo Bello as the Chairman reflected a definite turnaround

that was a credit to the Bank and to Sicily itself.

As to the distribution of profits, he recommended that further

consideration be given to the savings shares, especially given

that with the bank’s growth and given the capital increases it

had made, which had been planned for, the ratio of savings

shares to ordinary capital was decreasing and becoming a sort

65
of left-over, residual entity. What prospects were there going

forward?

Shareholder     Sergio GALANTUCCI took the floor to ask about the

registered    offices,    financial       statements,    strategy    and    the

customer satisfaction survey.

Regarding     the   bank’s      headquarters,     he     noted    that     many

shareholders    had    doubts    and     reservations    about    moving   the

registered offices to Rome. However, the problem was actually

one of nostalgia; it was not an operating issue, and after

seeing the meeting room and feeling the atmosphere, it was

undoubtedly a good decision.

Regarding the technical and financial aspects of shifting 164

million EURs of provisions during the year, the shareholder

noted that it was a prudential action that may have deducted a

few cents from the dividend.

Regarding strategy: the shareholder had heard in Turin that

UniCredit organising meetings with the Chamber of Commerce in

order to operate in China. China today was a huge market and

this   proved   that     the    bank’s    previous     strategy   was    still

effective. The same went for the countries of central and

eastern EURpe: despite initial misgivings, these areas have

become profitable.

66
He    shared    similar    feelings   about        Banco     di    Sicilia,     and

acknowledged that the Chief Executive Officer and his staff

had found a quick and satisfactory solution.

Regarding the market survey, he asked if the Chief Executive

Officer       could     advise   whether     the      survey        on    customer

satisfaction had also generated an increase in customers.

Shareholder Adalberto ROVEDA took the floor. After greeting

the    Chairman,        Chief    Executive        Officer,        Directors      and

shareholders, he made the following comments:

“First of all I would like to express my utmost confidence in

the Chief Executive Officer whom I believe is the best Chief

Executive Officer on the Italian and international scene. This

is a widely held opinion, as I myself had occasion to learn

during    a    recent   two-month   trip     to    South     America,      where   I

visited such countries as Brazil, Argentina and Uruguay. My

son is the Chief Executive Officer of a large company.

During several meetings I had with local bankers, when the

conversation      turned    to   UniCredit,       I   discovered         that   they

admired our Chief Executive Officer for his managerial skills

in running the Group. This might sound like a compliment, but

I am actually conveying a widespread opinion.

I have just two questions that might appear to be a little

67
facetious. Did UniCredit make the Capitalia acquisition on the

doctor’s orders? This is an expression used in the Piedmont

region   by    old   fogies   like   us   to   describe   something    not

altogether convincing. Talking with large shareholders, and

UniCredit employees, I haven’t come across a single soul who

approved of the take-over. As a well known foreign journalist

put it: the Capitalia-UniCredit deal was a bit like Doctor

Faust’s pact with the devil. We have noted that one of the

acquired banks, the one located in the deep south, did not

agree to Mr. Bertola being appointed as the General Manger;

Bertola was formerly with Banca CRT: I have known him for

several years and admire him professionally. As reported by

the media, he did not intend to be colonised by the northern

banks, and indeed this did not occur.

You said at a bankers’ meeting, I think in late January, that

no further acquisitions were planned for this year. Unless I

am mistaken this was on 30 January.

Didn’t   you   consider   one   particular      divestment?   I.e.    that

Southern bank? Bearing in mind, Mr. Profumo, that it will

generate further integration problems with the other banks? I

hope I am not a prophet of doom.

Second question: about derivatives. Unless I am mistaken the

68
old Credito Italiano was involved in various lawsuits with

customers years ago who entered into a form of class action,

and the bank lost every time. I would like to know if the

situation regarding these products has improved or worsened

towards customers.”

The shareholder concluded by renewing his confidence in the

Chief Executive Officer and urging him to manage the bank with

the utmost discipline, bowing to no one but always pursing the

interests of shareholders and employees.

Shareholder    Lucio   LA    VERDE        took   the   floor   and    made     the

following comments:

“I am a small UniCredit shareholder by my own decision and

also for having inherited this position from the Cassa di

Risparmio di Trento e Rovereto.

When a small shareholder takes the floor at meetings like this

it tantamount to me driving my little car over to a racetrack

to   check   the   tyres    on   a   Ferrari.     I    say   this    because     my

comments concern my little Panda car, not a Ferrari, so I

entreat you to be patient.

We   are   being   called   upon     to    approve     accounts     that   are    a

snapshot of a situation that has already changed – for the

worse – compared to the end of 2007. I am grateful to the

69
Chief Executive Officer for the skill and deep baritone voice

he uses to illustrate the financial statements. We are all

here   to   approve    the   financial      statements    of    the    holding

company while the history of the consolidated accounts is a

whole other ballgame. Precious little light is ever shed on

this aspect. The same goes for press releases on the Group’s

actual bottom line.

The loss of value of UniCredit shares had increased not only

at the end of 2007 but also with respect to the MIB 30 index

and the performance of the banking sector as a whole.                     This

also goes for stock options. Page 27 of the report on the

consolidated financial statements forecasts a negative trend

for operating profits in 2008. At the end of last April we

learned that there are write-downs worth a billion EURs on

securitisations    and   bonds.   We    also   learn     of    an   inevitable

downgrade   of   our   rating   due    to   “modest    capital      adequacy”,

which rings as a warning, and possible further write-downs.

The fact that 95% of the holding company’s net profits is the

result of money taken from statutory reserves (page 29 of the

report on the financial statements of UniCredit S.p.A.) points

to a disappointing situation. I would like some clarifications

in this regard.

70
Second point. Customer complaint, runaround, or a tyre change

for my car? I realise that UniCredit has become something akin

to the Holy Roman Empire - its reach spans the entire world. I

will not quote Charles V because it brings bad luck. It took

me a month to receive the admission ticket to the meeting of a

listed company and I will spare you the details of where, how

and with whom. I wrote in a comment I made that I can’t fake

it and the following day, since we share the same cultural

environment, a major personality gave an interview to Il Sole

24 Ore. My complaint was widely circulated and then ended up

on the desk of a press agency that had nothing to do with

anything. The ineffable area manager, besides refusing to take

my call, was even less inclined to provide answers. Then these

somewhat   ridiculous     procedures!    I   signed   pro     bono   pacis,

partly    to   maintain   peaceful    relations   with    the   blameless

agency chief. So much for customer satisfaction. I have to say

that I later forwarded a similar request to a UniCredit branch

(former Cassa di Risparmio di Trento e Rovereto), located up

in the mountains, and it was successfully dealt with within 48

hours, despite the face that they had never before received a

similar    request.   I   obviously     transferred      my   handful    of

securities from Rome up to the mountains.

71
Next point: the renewal of the board of directors. Unless I am

mistaken, Mr. Ligresti is being proposed for membership by

shareholders      the   Manodori     Foundation.           I    have    nothing      but

admiration for Fondiaria’s liquidation offices, but I wonder

why   Mr.   Ligresti’s       candidacy       was      presented            by   another

shareholder instead of Fonsai – again let me emphasise that I

have nothing against Mr. Ligresti personally – and I wonder

where there could be a conflict of interest between the two

shareholders. It’s not clear. As well, I would like to know

why   UniCredit    did   not      adopt   the       dual       governance       system.

UniCredit ’s 12 largest shareholders govern it with just 23.9%

of the share capital. What about the remaining 76.1%?

The strike in the Triveneto region and offers of financial

products. I can talk about the strike in the Triveneto region

in my capacity as a direct user, without pretending to hold a

mandate to represent anyone else. One of the clashes between

the company and its employees stemmed from pressures exerted

by the bank on the people selling financial products. I would

be curious to know more, for instance, regarding the Banco di

Sicilia,    but     that’s     a    topic       I     would          rather      avoid.

Recriminations      could    be    cast     from     here       to     kingdom    come

regarding   the    symmetry       between    the      supply         and    demand    of

72
financial products. Small investors may be frightened little

bunnies, but they have the memory of an elephant and readily

recall the role played by Italian banks in the Parmalat, Cirio

and   Argentine     catastrophes.             UniCredit’s   catalogue        assigned

Parmalat bonds a rating that went from 5 to 9, the same as

German   Bunds.     I    myself    considered       that    catalogue       to    be   a

paragon of transparency and reliability. I still have people

chasing me.

There’s yet another aspect worth stressing as a compelling

indicator     of        the   little          consideration        that     UniCredit

attributes    to    small      investors.          Analysts        have    long   been

recommending investing over a 3-4 year time frame. The only

short-term UniCredit bond has a residual life of 44 months.

While UniCredit seems to be generous with its stock options, I

see no flexibility in terms of yield and duration in respect

of bonds catering to small investors, perhaps as a reward in

memory of long-term savers.”

Shareholder Pierluigi CAROLLO took the floor to emphasise the

clarity,     transparency         and     completeness        of     the    financial

statements.    He       credited        the     Board,   the       Chief    Executive

Officer, the Chairman, the management team and all those who

work for the Group for doing such a fine job. He also noted

73
that the higher the dividend the more valuable the stock and

the happier even small investors will be. He stated that, as

mentioned last year too, he approved the work of the local

committees: having had the opportunity to participate in them

he    thought   they    were      a       useful    tool.   Regarding        the   local

committee of Trento and Bolzano, he proposed three initiatives

worth     pursuing:         the           first    regarding    tourism,       drawing

comparisons     with    more   developed           areas    such     as   Switzerland,

France and Austria: not only do many Italian regions, but

indeed the whole country lives off tourism revenues.

Secondly,    he    described          a    small    project    involving      a    small

German speaking enclave in Trento province where the local

committee recommended setting up a teleworking business that

allows many people, especially women, to continue living in

the     mountains,     in   tourist           areas,    while      working     for    IT

companies located anywhere in the world. It is a small project

that    could     be   exported           elsewhere    to     help    keep    jobs   in

mountainous or other disadvantaged areas.

He also mentioned UniIt, a company owned by UniCredit. Its

headquarters are in Trento and it holds the IT mandate. As

such it allows the head of accounting for town "X" to sign a

payment mandate and dispense with paper right up to crediting

74
the amount on to the current account of the supplier of the

service or merchandise to the government run body. He stressed

that 2 million pieces were already being handled in this way

and that in a few years’ time the figure could rise to 6 or 7

million,   as   the   system   stretched   further   south   than   Rome,

where no government body has availed itself of the IT mandate.

The Capitalia deal could support further developments of the

business even in Southern Italy.

He concluded by stating the UniCredit was on the right track

and renewing his congratulations, both in Italian and German,

to the Board, the Chief Executive Officer, the Chairman and

everyone at UniCredit.

Shareholder Luciano BORLENGHI took the floor. After greeting

the Chief Executive Officer and all those in attendance, he

said he was a small shareholder, a former employee of the

Banca di Roma, a former employee of the Cassa di Risparmio di

Roma, as well as a member of the Cassa di Risparmio di Roma

Fund. He made the following comments:

“First of all I have to say that according to our calculations

this fund amounts to over a thousand billion old Lire. We are

surprised to see that between 2006 and 2007 the amount on the

balance sheet dropped from 213 million EURs to 200 million

75
EURs – though our surprise is tempered by the fact that in

years past – before your time – all sorts of things went on.

Oddly enough, instead of increasing its capital with interest,

this fund decreased. I would like to draw the Chief Executive

Officer, Mr. Profumo’s attention to the supplementary pension

fund of former employees of the Cassa di Risparmio di Roma, an

issue   which   the    Chief      Executive    Officer    is    familiar     with

because with Banca di Roma’s acquisition by UniCredit we have

communicated    with    him       through     every    conceivable    channel:

faxes, leaflets, phone calls, protest marches, and speeches at

employee   meetings.        All   this   before,      during   and   after   the

merger. I am forced now to illustrate the                      situation in a

nutshell. The fund in question was created in the 1950s and

was comprised – or should have been – of real estate located

in downtown Rome. Up till the 1980s nothing unusual was ever

reported, but with the arrival of Mr. Geronzi strange things

started to happen: interest was calculated but not paid into

the fund; property was sold underhandedly - "ahum, ahum" is

how we describe it in the Roman dialect – and balance sheet

entries    changed     or     disappeared      altogether.      Obviously      we

reported all this to the Bank of Italy which at the time was

obliged to inspect these funds and several corrections were

76
made to      the Cassa di Risparmio balance sheet on the             line

indicating the fund. Then the Dini reform was introduced, but

just in time Mr. Geronzi and other managers at the Cassa di

Rismarmio, liquidated their position, in other words took home

a pile of money, though the by-laws of the fund did not allow

it. It should be noted, importantly, that the Dini reform

caused many Italian savings banks – being unable to use these

funds    due   to    legislative   changes    and   their   own   internal

regulations – to very transparently make the capital available

to employees, amending regulations and bylaws accordingly, so

as to convert funds like ours from a defined benefit fund to a

defined contribution fund, which ours once was. Under Geronzi

this did not take place, i.e. the fund was neither liquidated

nor were its bylaws amended.

Which brings us to the Banca di Roma, which was created out of

the mergers we are all too familiar with. While it was once

difficult to monitor what was happening to the bank’s fund,

now     it   was    almost   impossible.     Meanwhile   other    property

belonging to the pension fund was old to Pirelli Re and it

became hard for us to even inspect the list of property that

was sold. We have such a list, but the situation is very

likely to deteriorate. The Bank of Italy meanwhile passed the

77
helm over to COVIT, the new fund supervisory body, but they

were   difficult     to     contact       because    they    never    answered      the

phone and when they did told us that the Chairman was not in

and could not talk to us. It was the typical Italian “rubber

wall”.    Which     brings      us   to    the     Berlusconi      government,     the

budget of 2005, and law 252 on supplementary pension funds

which was supposed to come into force in 2008, but which the

Prodi government brought forward to 2007.

Para. 6, article 14 of law 252 allows pension fund members to

transfer    their        individual       stakes    to    other    funds.   A    large

number of employees of the old Cassa di Risparmio, including

myself,    went     to    the   post      office    and    applied    to    make    the

transfer, but the Banca di Roma, going against the law, failed

to reply and has in fact never replied.

Meanwhile the merger with UniCredit took place.

The    value   of    the     pension       fund     however       appears   to     have

diminished from 213 to 200 million on the balance sheet. Mr.

Profumo, a while back, you said that you would solve this

issue or at least lend us a helping hand. Please bear in mind

that due to this absurd situation, most of us retirees are

receiving a coupon where the net amount should be specified in

EURs but is not specified at all. Here is my own April coupon.

78
It says: net EURs. But there is no amount. Thank God I have my

INPS pension, because I would have received zero EURs a month

were I forced to rely on my supplementary pension.

Mr. Profumo, I urge you to correct this irregularity by taking

concrete steps and without making false promises like those we

received so often from your predecessor, Cesare Geronzi. The

assets must be returned to the former employees of the Cassa

di Risparmio di Roma, and this is the only way to solve the

problem as many other Italian savings banks have done. Failure

to return this money will be a crime and someone will have to

pay sooner or later if my request is not satisfied.”

Sharehlder Riccardo DOBRILLA took the floor, stating that he

intended    to        speak       in   his   capacity   as    chairman    of   the

committee    created         on    7   February    2007      to   safeguard    the

interests of the members of the Cassa di Risparmio di Roma

pension fund, which currently had over 1350 members, rather

than as a shareholder. This was what he had to say:

“I   believe     it     is    necessary       to   summarise      the    previous

instalments of this story, for the benefit of UniCredit ’s

original shareholders.

Once upon a time there was the richest pension fund of all the

Italian savings banks, whose assets included several of the

79
most beautiful buildings in central Rome; the fund had the

highest percentage of contributions and its members couldn’t

have been happier.         But one dreadful day, in 1982, a very bad

man became the general manager of the bank, so bad that on the

balance      sheet   of   that   same   year    he     deleted    the   property

allocated to the pension fun from the fixed asset line and

deleted the Fund’s status from the annexes to the financial

statements, which status listed all the assets and which, as

per article 23, had always been attached to the bank’s balance

sheet since 1953, the year the fund was created.

This little story was for the benefit of the journalists and

describes      the   first     steps    taken    by     the    man    who     would

eventually become the grand master of Italian finance, a story

which   we    only   recently    discovered      after     digging      into    the

files, since we used to trust our union representatives. Had

we known all this earlier, we would have screamed at that

villain   who    even     at   Capitalia’s      very    last   Annual       General

Meeting, while taking away another 20 million EUR chunk, added

insult to injury when he solemnly and publicly promised he

would   ‘remedy      an   intolerable    injustice       before      leaving   the

bank’. He did not keep his promise.

It is not by chance that the Bologna investigating magistrates

80
described him as a person “with a specific leaning towards

delinquency”.

To make a long story short, that fleeting action was the start

of what in following years would become the sack of those

assets defined by all the judges who have ruled on them as

separate assets as per article 2117.

Based on prudential calculations, the balance sheet item that

should correspond to this asset is short by about 600 million

EURs, which is what the figure would have been if over the

years    the   regulations   had   been   complied   with   under   union

agreements that were never annulled and therefore are still in

force.

Which brings us to the present, and page 102 of the financial

statements of the new subsidiary, Banca di Roma. The point

that concerns us reads: “the evaluation was made considering

both current legislation on compulsory pension plans and the

company regulations”.

I would urge you, Chairman, to reread the rules in question:

you will realise that this statement is unquestionably false!

On page 120 the provisions for legal disputes is 95 million

EURs higher than the previous year. Since I see no explanation

in the notes to the financial statements of this increase or

81
any    mention   of   the   several    hundred   civil    lawsuits   already

brought by our committee, or those currently being filed, I

would like to know how this decision was made, and whether the

new IAS international accounting standards have been complied

with.

Regarding      the    Statutory     Auditors’    report    for   the      same

subsidiary, we must stress that again the report fails to

reply to our repeated complaints about failure to comply with

the provisions of our regulations.

Were    they   here   today,   we     would   congratulate    them   on    how

effectively they perform their control function: they deserve

to hang out a shingle that says: speak no evil, see no evil,

hear no evil.

I would now like to address you personally, Mr. Profumo.

On “Integration Day”, when you answered my complaints with the

undertaking to quickly maintain Geronzi’s promise, our hearts

opened up to the hope that something would change with your

arrival. We were encouraged by a few early hints and believed

that the dispute would be settled within the year with fiscal

benefits for the company.

In spite of our stated willingness to accept an offer that

would put us on the same footing as colleagues from different

82
banks, and though the original asset was worth much more, more

than twice theirs, it is with great disappointment that at the

end    of    2007    we   realised     that    not     even   you   had    kept    your

promise, and we were again up against a brick wall: on the one

hand more refusals and on the other a proposal made to the so-

called recognised unions, that was so far short of the mark

that not even the unions were willing to go for it.

2008 began with a pathetic postponement of the civil lawsuits

–    already    peremptorily         rejected     by    the    President      of    the

Tribunal,      which      have   continued      over    the   past    few    days    so

improperly as to tempt us to file a complaint for anti-union

behaviour. Although today’s strike has been on the website of

the Guarantee Commission since 24 April, two days ago an HR

manager      who     shall    remain    anonymous        issued      the    following

notice: "We also take this opportunity to provide additional

details concerning CUB-SALLCA’s call for a strike on the same

day. Following the attempt to settle the dispute and strike

made    by    the    aforesaid      union     organisation,     our    company      has

received        no        further      communications.          The        Commission

Guaranteeing the exercise of the right to strike was informed

in respect of decisions regarding any abstentions from work.

Therefore, should requests for clarifications be submitted,

83
only the aforesaid explanations should be provided.”

I prefer not to comment to avoid non-constructive bickering,

and also because this is undeniably and obviously in contrast

with the facts as they truly stand.

Moreover, we have never been able to accept one thing in

particular: your statement that, despite clear evidence that

the approved unions did not represent the sentiment of the

workers, you would continue to refer only and exclusively to

them.

I would like to remind you that the banking and insurance

sector is the only in Italy if not in EURpe where workers do

not elect their union representatives. Given that together

with the CHIEF EXECUTIVE OFFICER of the Intesa-San Paolo Group

you     hold   an    absolute    majority   of     the   Italian    Banking

Association (ABI), don’t you think that the time has come to

comply with this absolute principle of respect and democracy?

Don’t you think that a committee that has – among the former

casse di risparmio – more members than all the other unions

put together, should be called upon and heard based on the

most fundamental respect for the will of the people involved,

and also considering the possibility of a positive settlement?

Shouldn’t      the   integrity   charter    that   encourages      behaviour

84
inspired by equity, freedom of action, transparency, trust,

respect and reciprocity be applied first and foremost within

our ranks? Quite frankly, given all the points I have made

here today, I don’t think it is.

The union caste is noteworthy for its absence today, unlike

the past when it was always ready at Annual General Meetings

to     oppose    the     Grand       Master   for    the    benefit      of    unnamed

spectators. Quite frankly I do not know which of the two

scenarios is the most frightening.

And at the end of the fairy tale, and it was a wonderful one,

something great has become small and ugly, so tiny that its

members can hardly even see it; the only Cassa di Risparmio in

the    whole     of    Italy    that    has   drifted      into   this    horrendous

situation.

What     about        you,     Mr.    Profumo:      allowing      for    the    great

difficulties you have experienced lately, you nonetheless did

not lift a finger to give this fairy tale its rightful happy

ending, with justice and happiness for all the good guys.

Step back from the obstructive and time-wasting stance you

recently adopted; break once and for all with a past that you

do not have to share; recognise our God-given rights before

the law courts – albeit as slowly as the Italian legal system

85
advances    –    intervenes        more   forcefully       and    generates   even

greater losses on the company’s accounts. This will generate a

more relaxed and harmonious atmosphere within the Bank and

allow excellent financial results to be achieved along with

the objectives set out in the business plans.

After 13 years of discrimination, promises, postponements and

irregularities, further delays have become intolerable and the

chance we are offering you today is a one-off opportunity –

you have one quarter (3 months) to act.

If by the deadline we do not see the results we are hoping for

I warn you as of now that we will go as far as necessary to

have our claims satisfied.

I will close now asking once again for a revaluation to be

made, as per regulations, of the balance sheet entry relating

to the assets of the Cassa di Risparmio di Roma pension fund.

Therefore I announce I will be casting a nay vote. Thank you

for your attention and best wishes for your work.”

Shareholder          Liliana       RIPICCINI      took     the     floor.     After

introducing herself as a shareholder and employee of the bank,

as   well   as       a    member   of   the    Committee    for    the   Cassa   di

Risparmio       di       Roma   Pension   Fund,    delivered      the    following

comments:

86
“I am aware that now more than ever, after listening to the

Chief     Executive   Officer’s    illustration      of   the    financial

statements, that I have joined a great group, a group that has

become diversified in terms of geographical coverage, deposits

and investments.      We have been reassured about the decrease in

our     involvement   in   sub   prime   mortgages    and   by   CONSOB’s

explanations about derivatives. We also acknowledge that the

EPS has increased, but we former CRR employees have seen that

one difficult issue still remains to be solved, albeit a minor

one compared to the huge problems faced by a Group such as

this, concerning the Cassa di Risparmio supplementary pension

fund. I will be brief as I do not wish to bore you.

The previous comments made by colleagues/shareholders outlined

the history of our pension fund, which still has regulations

calling for equal contributions by the employer and employee,

something that would readily solve the issue, and which should

have managed the provisions of the 1995 and 2007 laws enabling

the fund to be converted into a defined contribution fund.

This would allow all of us to have a supplementary pension

instead of zero, as another colleague put it a few minutes

ago. This would give all employees the same treatment insofar

as their social security.

87
The people who have spoken before me were here last 30 July

and the audience heard the former Chairman Cesare Geronzi give

reassurances about solving the issue quickly. He said, with a

touch of emotion, that he was deeply moved by learning that

the fund contained the private savings if colleagues who had

redeemed their traditional leaving indemnity, such as their

university years.

We were obviously forced to take legal action and given the

recent legislative amendments a solution in our favour will be

found, but we are still in the early stages of an exhausting

legal process that would be a waste of time and energy for

everyone. Therefore we are here as shareholders to approve the

financial statements that, as far as we are concerned, we

should not approve because the figure reported in the balance

sheet for 2007 concerning the fund not only fails to indicate

the annual 15% provision as required by the regulations, but

shows the fund’s valye down from 213 million EURs to 210 EURs

in 2007.

It is clear that the financial statements will be approved

even   without     our   pitiful    favourable    vote.   However,   we   are

hoping to see a change in attitude at this meeting, and – if

the    integrity    charter    is    not   just    window    dressing     but

88
something      real   and    effective,          as    our    Chairman     Rampl    has

stated:     “Living    the    values        of    our     integrity       charter   in

everyday life is the condition for our growth”, then this

meeting should feel duty bound to take a stance and close this

issue with dignity once and for all.

In being here and presenting our case, we trust that the new

management, which has proven how seriously it takes customer

care,     interpersonal       relations,              fairness,    listening        and

cooperation, will refuse to continue neglecting an issue that

is becoming increasingly tense and act consistently with the

pride it expresses to the media and the “constructive” ads it

places    in    the   centrefold       of    Il        Sole   24   Ore.     We   trust

management will solve the issue once and for all not via an

insulting offer of 20% of the amount provisioned and due,

because we are not beggars, but honest and respectable workers

who are asking only to be treated the same as the colleagues

with whom they work side by side every day."

The shareholder concluded stating she would be voting against

approving the financial statements, and encouraging the Chief

Executive Officer to plan meetings and deadlines for settling

the issue out of court and thus building a positive atmosphere

that would allow everyone to stand with their head held high

89
and contribute to the growth of the company.

Shareholder     Sandro   RICCI    took   the floor.      After   introducing

himself as a shareholder and employee of the bank, as well as

a member of the Committee for the Cassa di Risparmio di Roma

Pension Fund, delivered the following comments:

“This is the third time that I have attended an Annual General

Meeting of the company that I work for and I now take the

floor as my colleagues have done before me. It is a bad sign

when   employees   appear   at    Annual     General    Meetings   to   claim

rights that the management of the company have the duty to

solve outside of such events, and especially outside of the

courts. Instead the management of the former Capitalia Group

ignored   our    requests   and     forced    us   to   take   legal    action

against   our   company;    today    our     presence   here   today    speaks

volumes about the reliability and fairness of these people

whom I believe we are lucky no longer to have as dialogue

partners, and about whom I will not waste my breath.

When UniCredit made the acquisition we all                 hoped –      and I

personally still home – that the new management, regarded as

keen to encourage a positive atmosphere in relations between

employees and the company – wanted to quickly defuse what I

would define as a time bomb, given the fast approaching date

90
of the first judicial findings. This hope was fuelled by the

principles driving the Bank, which you defined with terms such

as   “shared   value system”,     “fairness”,    “freedom      of   action",

“transparency”,       “trust”,     “respect”      and        “reciprocity”.

Principles that hare hard to reconcile with the situation of

the former Capitalia Group employees, in which colleagues have

the same duties but different rights.

Let’s try to apply the principle of fairness. Is it fair that

dozens of Cassa di Risparmio di Roma retirees who redeemed

their university studies by paying what at the time amounted

to millions of Lire into the fund now receive a supplementary

pension amounting to zero?

Let’s take “freedom of action”: this term became a mystery to

us   when   the   members   of   the   former   CRR   Fund    members   were

prevented from transferring their position to the Banca di

Roma Fund.

"Trasparency"? Non-existent. We are the only people in this

company who cannot discover how much their contribution to the

fund amounts to or if it exists at all.

"Trust"? We former employees of the Cassa di Risparmio di Roma

have had a lot of trust, but how can we now trust those who –

in front of an Annual General Meeting - promise they will

91
solve our problem with these words, and I quote: "We will

raise a toast in Rome to celebrate solving the problem" and

then fly to Milan for other toasts with other people?

"Reciprocity"? Maybe that is the word to describe the fact

that in the past when the law did not allow it only 24 former

CRR executives were able to transfer their contributions to

another pension fund, while today when the law does allow it,

it has become impossible for the current members of the fund.

"Respect"? I don’t think this concept applies to the many

proposals made more or less recently by our company based on a

hypothetical quantification of our social security positions,

featuring unacceptable amounts.

What we want is for a concrete signal to be made to this

meeting    today,    that   the       words    that    are   contained    in   your

integrity charter are not simply an advertising slogan but

actual    principles    that     the    company       applies   concretely     even

when, as in this case; though you did not commit the pillage

of the fund’s assets, your management is still liable for it.

I will close with one question:                     once the merger is fully

operational, will we of the former Cassa di Risparmio di Roma

have   the   same    rights      as   all     the    other   employees    both   in

financial    terms    and   as    regards      our    supplementary      pensions?

92
Thank you.”

Mr.    Luigi     DI    VIRGILIO        took       the    floor,    stating       that    he

represented       a    small     UniCredit         shareholder      now      retired,     a

former    employee       of      the   Cassa       di    Risparmio      di    Roma,      and

addressed      his     greetings       to    all    those    attending,          including

colleagues and the Chairman of the meeting.

Referring to several of the milestones reached by the group as

earlier    listed      by     the   Chairman        (180    thousand      employees,       7

thousand       branches       throughout          the     world,   presence        in     23

countries, dozens of different languages spoken) he noted that

although the Group was one of the largest and most important

in Italy, just as FIAT used to be, he could not reconcile all

this    with     the    problem        of    the    future    of    the      4   thousand

employees coming from the Cassa di Risparmio di Roma. Not

wishing to repeat what previous speakers had already said, Mr.

Di    Virgilio    said      he   was    an    old       customer   of   the      Cassa    di

Risparmio di Roma             who had       opened       his first account as an

employee    in    1962,       beginning       a    relationship      with     management

that was very human and very deeply felt. He stressed the

importance of such relations that also emerges from UniCredit

’s long term incentive plan. He appreciated that the group was

one of the first to attach importance to employee loyalty and

93
involvement for maximising the value of the company and also

for developing a sense of belonging among employees.

He noted that such a large group with such principles should

not be facing issues like those relating to the employees

coming from the Cassa di Risparmio di Roma.

He    then   invited    all   the     shareholders     attending        to    take     a

stance on the issue that is crippling 4000 employees out of

the total 180 thousand, and ended with the following motion:

"I,    Luigi    Di   Virgilio,        holding   the    proxy       of    a    retired

UniCredit      shareholder      and   former    employee     of    the       Cassa    di

Risparmio di Roma, further to section 7, para. 3,                              of the

Annual General Meeting regulations, make the following motion:

“As you will recall, your company was one of the first to

attach       importance    to     employee      motivation,         loyalty          and

involvement for maximising the value of the company and also

for developing a sense of belonging among employees.

The   Annual    General    Meeting,        wishing    to   fully    respect         this

direction, as a distinctive sign of a higher view of corporate

relations, committees the management of UniCredito Italiano

S.p.A. to fully safeguard the entry defined as the Assets of

the    Cassa    di     Risparmio      di    Roma     Pension      Fund,       and    to

reconstruct it according to the provisions of the regulations

94
and adjust it to the current laws and bylaws of the pension

funds existing within the company. This undertaking must be

fulfilled within 30 days of today’s date.” Mr. Di Virgilio

concluded by saying that the deadline was open to possible

discussion.

Shareholder Mauro MONTICELLI took the floor, and introduced

himself as a former manager with the Banco di Roma and later

of the Banca di Roma, now retired. In the past he had twice

been a Credito Italiano shareholder: once in the ’70s, when

IRI had granted employees of the group shares in the three

National Interest Banks (B.I.N.) prior to their going public,

and again when the Credito Italiano was privatised, up till

the summer of 2000. He then made the following comments:

"This is my first time attending the Annual General Meeting of

our company, and I would like to have some clarifications on

the   inclusion   on   the   balance   sheet   of   risks   to   UniCredit

deriving from the letter of undertaking (technically defined

as a binding letter of patronage) issued on data 23 July 1992

to the chairman of the pension fund for the employees of the

Banco di Roma and signed jointly by: Banco di Roma S.p.A.,

Banco di Santo Spirito S.p.A. and Cassa di Risparmio Holding

S.p.A. and whose risk, referred previously to Banca di Roma

95
S.p.A. and later Capitalia S.p.A., today has been transferred

to UniCredit S.p.A.

Since the topic is new to the traditional shareholders here

today and probably to the majority of the Board members, I

will provide a brief description and emphasise that the issue

is different to that presented by previous speakers belonging

to the Cassa di        Risparmio di Roma       Pension Fund. With the

aforesaid     letter   of   guarantee   –    issued   as   part   of   union

agreements relating to the merger of Banco di Roma and Banco

di Santo Spirito and in compliance with a specific request

from Unionsind, the union for management staff – the two banks

and the Holding company they were forming that would become

the   Banca    di   Roma,   undertook   to    safeguard    the    financial

solidity of the new Banco di Roma Pension Fund (and the new

pension fund that would arise from its merger with that of the

Banco   di     Santo    Spirito)    from      the     negative     economic

consequences that might the fund might have suffered due to

the lawsuit that at the time was pending in the civil court of

first instance of Rome. This happened a long time before the

problems of our colleagues from the Cassa di Risparmio di

Roma: we came a lot earlier.

The case which became known as the "Montagna lawsuit" involved

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over 600 managers of the Banco di Roma; the suit was filed in

1985 against amendments made in 1975 to the bylaws of the

corporate pension fund. After three favourable first degree

rulings and one appeal also favourable to the Fund, an appeal

is now pending in the Court of Cassation. The dates you have

heard are correct, and date back quite some time. The problem

arose in 1975 when the bylaws of the Pension Fund were amended

to eliminate a correlation between pension contributions and

benefits      for      management       staff:        by        modifying     the

capitalisation-based pension system a cap – the INPS threshold

– was applied to pension benefits, while continuing to make

social   security     deductions      from   the    entire compensation        of

employees in service, without any limitations.

The Banco di Roma made the mistake of supporting the proposed

modification,       thus   creating    a     unique    situation      among   the

B.I.N.s (National Interest Banks); in fact neither Comit nor

Credito Italiano – as you know full well – put anything like

this in place.

In truth, in 1986 the Banco di Roma – feeling the pressure of

the pending lawsuit – recognised its mistake and tried to

remedy   it   by     proposing   to    apply       also    to   the   compulsory

contribution    of    participants     in    service      the same    temporary

97
ceiling applied to pension benefits. The proposal would have

settled the dispute but was rejected due to opposition by the

unions       which     wanted         to     maintain      the    unbalanced      system

introduced in 1975, and calling the company’s proposal, and I

quote: “a gift to management”.

The Banco di Roma later approved decoupling the fund’s cap

from INPS’s, after that raising the amount annually until 1991

and thus mitigating the effects of the aforesaid imbalance. It

doesn’t say so here, but that’s when the villain entered the

scene. Unfortunately with the birth of Banca di Roma, after

1992 that pension cap was never adjusted and remained at 60

million 188,000 Lire, while our contribution to the company

continued       to     be    withheld         from      our   gross     wages,    rising

constantly      and    sometimes            doubling    and   tripling    the    pension

cap: basically this meant paying twice or three times more for

the   same     thing!       The   opposite         of   certain   supermarket      deals

where    you    get    three          for   two:    the   Banca    di    Roma    did   the

opposite.

In    1999     there    was       a    technical        meeting   with    the    company

advisor, Prof. Gronchi, who stated that "the problem was not

so much the cap as the failure to adjust the amount". The same

Prof. Gronchi, at the time – which brings us to talk about the

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amounts we are interested in with reference to the balance

sheet    –    estimated         the    total   cost   (diluted     over    time)    to

rectify the bylaws (i.e. for all Pension Fund members and not

only those bringing suit) at around 50 billion Lire: this

amount might seem high but the figure is not far short of the

“lifetime achievement” bonus decided recently by the Board of

Capitalia in favour of its Chairman.

During Capitalia’s last Annual General Meeting on 30 July 2007

in this       very room, referring to the bonus                    awarded to its

Chairman, I asked the Board the question I will now quote

verbatim because I think it accurately reflects my mood: “Why

give such a large bonus to just one person instead of granting

to     many   what       they    are    actually      due   in   respect     of    the

compulsory      contributions           they   paid?”    Could     the    Board   have

wanted to reward the genius of one man, while considering the

commitment of the bank’s middle management, which strived for

years and it still striving from the Alps to Sicily to tackle

everyday problems, as unworthy of the effort to remedy an

injustice and finally grant recognition not in the form of a

gift    but    of    a    supplementary        pension      calculated     based    on

compulsory      contributions           that   were     deducted    and    therefore

paid?” Two thousand years ago a man, the Nazarene, said we had

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to    give   unto    Caesar     that   which   is    Caesar’s,         but    on    this

occasion the Board really took that advice a little too far.

Now   I   will     conclude.     After    describing    the       situation         in    a

nutshell for the            benefit of the audience, I ask those in

attendance to: i) indicate where in the balance sheet the risk

deriving from the aforementioned undertaking issued jointly by

Banco di Roma S.p.A., Banco di Santo Spirito S.p.A. and Cassa

di Risparmio Holding S.p.A. was booked and entered, of which I

can supply two copies for your reference; ii) the amount of

the aforesaid undertaking, now transferred to UniCredit, and

whether the figure is deemed to be fitting.

Moreover,     if    the     undertaking    described    above          has    not   been

booked, I hereby request an explanation.”

The shareholder handed over a document asking for it to be

attached to these minutes.

Mr.    Michel      MARBOT    then   took    the     floor,    stating         that       he

represented a Polish shareholder.

After     stressing       the   importance     of    Poland       to    the    Group’s

performance he started describing a situation that he defined

as    serious:      in    Poland,   where    the    Bank     is    the       country’s

largest, during a vote, 70% of the non-UniCredit shareholders

voted against or abstained from voting on a proposal by the

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governing body regarding the dividend payout.

He then started illustrating the so-called “Chopin project”

(also called the “Italian method”, which gave the Polish press

a reason to attach UniCredit and Italy). The matter concerns

the attribution to the Pirelli Group of a 25-year option on

all the real estate assets of the bank not only in Poland but

also in Bulgaria and Romania. The option had not been valued

or declared to the markets, so the deal was put in place

without any degree of transparency. In particular, a sales

contract had been closed for a Polish branch that had been

valued 20 times below its market value. These are the methods

used to generate profits and make the Group’s money disappear.

He also stressed that what made the situation even worse was

that   the   contract   had   been   signed   by   UniCredit   when   Mr.

Profumo was in total conflict of interest since he                was a

member of the board of directors of Olimpia:             a well known

firm owned by the Pirelli group and which the Telecom Italian

group still may have an interest in. He then digressed to

describe the events that concerned Telecom Italia in 2005,

recalling that it was one of Italy’s most successful companies

that appeared to be a “goose that laid golden eggs”, when it

made 60 billion EURs in 6 years, i.e. ten billion EURs a year.

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However, the profits were made by selling property, increasing

debt       and       paying   out     dividends     higher      than       the   company’s

profit. He warned UniCredit against doing the same. In point

of fact, granting a free 25-year option on so much real estate

in     a    country       with      38    million     inhabitants          without   first

conducting an evaluation or disclosing it to the market. Going

back       to    Telecom      Italia,      he    recalled      that    70    billion    had

vanished:            the stock price dropped more than 45% at a certain

point and 100 billion suddenly became 40. In that respect he

invited UniCredit to consider the fact that Telecom Italia

today was worth 55 billion, and had lost 45 billion on the

stock exchange.

The Chairman at this point interrupted Mr. Marbot and invited

him to talk about UniCredit and not Telecom Italia.

Mr.    Marbot         resumed    by      commenting     that    45    billion     was   the

figure that UniCredit had lost on the stock exchange, not

Telecom Italia, thereupon asking for the exact figures and

details         on    what    happened      to   this   amount.       He    asked    how   a

company that had lost so much on the stock exchange could be

“wonderful”. His reply to anyone blaming the market crisis was

that it was not a global economic crisis but a banking sector

crisis.

102
He asked the Chief Executive Officer if all the losses had

truly been provisioned in the balance sheet. Especially those

relating to the 17 billion EUR lawsuit won in the lowest court

by    Group    minority    shareholders,         and   the    claim   by    minority

shareholders for 2.5 billion EURs in damages for the “Chopin

project”. He invited all the shareholders to visit the website

for more details. He then addressed a statement to Mr. Profumo

asking all the Directors and Auditors present to explain the

“Chopin       project”    also     via    a    special       Statutory      Auditors’

report; he also asked for clarifications to be provided by an

independent body. He asked for Mr. Profumo to be suspended for

costing the Group 45 billion so as to have judicial bodies

assess his liability in this regard. Mr. Marbot announced he

would   be     voting    against    the       annual   accounts,      the   dividend

payout and confidence in Mr. Profumo.

Shareholder Luigi CHIURAZZI then took the floor to say he was

speaking in his capacity as Chairman of the Italian Small

Shareholders Association, which he had founded about 5 years

ago

He stated that he was speaking with a view to contributing

towards       greater    transparency         and   better     relations     between

shareholders and management.

103
With reference to certain balance sheet items, he noted that

the   reserves     for    risks    and   charges      had    increased      by    122%

between 2006 and 2007. In particular, looking at the balance

sheet,     he    saw    that    reference     was     made     to    IAS   119     for

calculating      severance      payments      and    pension    funds      using    an

actuarial methodology. Referring to page 117 of the financial

statements, he asked which actuarial tables had been used to

make the evaluation reported and also for the name of the

actuary who made the evaluations. In particular, he asked why

the rate had gone from 4.25% to 5.25%.

Going on to the internal pension funds and their relevant

changes and reporting figures, from page 252 to 253: he noted

that pension funds are a plague for the country’s public debt

system. On the matter of the former Banco di Roma, Cassa di

Risparmio,      etc.    pension    funds,     that    on     page    266   it    says:

"regarding the FIA internal pension fund of the former Credito

Romagnolo, it was decided to post the serial bond of the fund

pursuant    to    the    1990     agreement    separately.          This   bond    was

actualised based on cash flow up to the maturity date of the

fund and with the payment of the annual accounting balances

thus determined, at the rate envisaged by union agreements.”

Lastly, he asked for clarifications about the methodology used

104
for the current cash flow update with a rate that had gone

from 4.25% to 5.25%, referring to the mortality tables adopted

by the General Accounting Office, which was renewed every five

years.

The   Chairman      advised      that   the    following       journalists      were

currently in attendance:

                                                                             Company

ALESSANDRA MIGLIACCIO                                                   BLOOMBERG

STEFANIA TAMBURELLO                                      CORRIERE DELLA SERA

Shareholder       Vincenzo      TRIMARCHI     took the   floor     stating      that

irregardless of the extent of his shareholding, he felt like a

major    shareholder       and    wanted      to    remove   the      term    “small

shareholder”       from    the     company’s       corporate    communications.

Besides feeling like a major shareholder he also felt like a

benefactor because over the past year his securities portfolio

had literally crumbled. He had considered this situation in

light of the benefits that had been paid to the Directors and

others, and noted that the compensation of the Directors of

the     company    he     had    invested     his    savings     in    had     grown

considerably. As well, for several Directors the impression

was that their work had not contributed much to generating

value.    Sometimes       instead    of     providing    effective       financial

105
advice there was only a rush to build a body of shareholders,

with prizes for those achieving the best results no matter

how. The shareholder criticised this behaviour and quoted Mr.

Profumo as an example of someone doing the absolute opposite:

he    aimed    at    adopting     an       effective    strategy      for   creating

shareholder         value.    This      is    what    Mr.   Profumo    himself    had

claimed       publicly       in   the        press,   and    what     had   led   the

shareholder to buy UniCredit shares. So every time he asks a

director of companies in which he has invested to follow this

approach, he is disappointed when they reply that regrettably

it is the market that sets stock prices, sometimes with a

shrug.

The shareholder then made some considerations of an accounting

nature: if a person makes a riskier investment than buying

government bonds, and if the final balance of this investment

is positive then this means that wealth has been created. If

the balance is negative then wealth has been destroyed. He

then noted that in the past, Mr. Profumo had created more

wealth than any other CHIEF EXECUTIVE OFFICER, but today this

was no longer the case. Shareholder TRIMARCHI then made a few

comments on how much it cost for shareholders to attend the

Annual    General      Meeting       and      asked   Mr.   Profumo    whether    the

106
company could reimburse these costs to shareholders.

After the Chairman urged Mr. TRIMARCHI to get to his questions

since   the    shareholder       had   used    up    all    the    time   at    his

disposal, he asked Mr. Profumo if he was aware that his main

vocation was still to increase the value of the stock and pay

out a satisfactory dividend. He proposed boosting the energy

level   of    the   Board   of   Directors     by    appointing      more   young

people and women.

Shareholder     Piergiorgio      BERTANI      then   took    the    floor      and

introduced the question of Moody’s outlook towards UniCredit

o, which has changed from positive to negative. He asked the

CHIEF EXECUTIVE OFFICER about his view on this assessment and

in particular if he felt if the radically changed outlook was

justified, or if it was a judgement based on mere intent.

He then asked a second question about UniCredit 's role in

the sub prime sector. He believed that the press should not

be blamed: it was fairer and more realistic to see that

UniCredit was Italy’s most international bank and therefore

the most highly exposed to this crisis. He asked if his

assessment was accurate.

He then asked about the Banco di Sicilia and the solution

that was found despite obvious signals from a recalcitrant

107
Sicily of reluctance to comply with UniCredit ’s principles.

He asked if it was a temporary solution or one that would

also allow the Banco di Sicilia’s presence in the Group to be

relied on in the mid to long term.

His   last      question        was    addressed     directly      to    the    CHIEF

EXECUTIVE OFFICER, who had proven both in Italy and abroad to

have a farsighted and strategic outlook.                        With reference to

what he called the “galaxy of Italian economic powers”, to

which UniCredit one way or another belonged, he asked about

relations with Mediobanca. He recalled that the Corriere della

Sera a few years back had suggested that UniCredit take over

Mediobanca to create a large group with the wherewithal to

tackle the international market. In spite of the limitations

imposed    by     market    supervisors,       the    problem     of     the   future

Mediobanca and Generali was too strategic for UniCredit to

take a back seat view. He asked the Chief Executive Officer

directly to adopt a mid to long term strategy in respect if

not   of   controlling          at    least   of   influencing      Generali      and

Mediobanca in view of their role as crucial hubs in Italy's

economic     policy.       As    an    outsider,     he   was    aware    of    Banca

Intesa’s     privileged         relations     with   Generali      and    suggested

creating     an     alternative         alliance     between       UniCredit      and

108
Mediobanca. Summing up his questions, he asked what the mid to

long term strategy of the Bank was on these points.

Shareholder Lanfranco PEDERSOLI took the floor and noted that

the principal entries in the financial statements appeared to

be negative. Net profit between 2006 and 2007 had dropped by

38.1%.      He   added    that   he   was   only    talking   about   the   main

percentages that give a general feel for the situation. Net

interest income – which is important for a bank operating on

the market – had dropped by 26.1%. Total revenues - an equally

significant figure – were down 21.9%. Operating profit was

down 37.2%; net profit before tax was 43.7%; net income from

investments was down 52.4%. The situation was fairly serious

and   the    shareholder     asked     what   steps    were   being   taken   to

remedy it. He noted that the dividend had increased despite

posting lower profits. For the Shareholder, it seemed that the

bank was trying to become an investment house instead of a

commercial bank.

He asked the CHIEF EXECUTIVE OFFICER to explain the figures he

quoted that he felt were credible but not entirely favourable.

The    next       point     raised     by     the     Shareholder     concerned

Italpetroli. This company had a debt amounting to about 400

million EURs, and the Bank held a 49% stake. The Bank could

109
have exercised an option on 2% of the equity but failed to do

so: was the decision final or only postponed? He also hoped

that the offer from the Hungarian-born US financier Soros – a

kind of "moral suasion" – did not imply legal consequences for

UniCredit, as a creditor that also owned 49% of Italpetroli.

Going on to the sub prime crisis, the shareholder asked why

speculative financial activities had been undertaken when it

was entirely possible not to speculate at all, as in the case

of Mr. Arpe who headed Capitalia at the time. Nonetheless he

noted that Capitalia already had future non performing loans

on its books due to financing issued to political parties in

Rome.

On the subject of Alitalia, Mr. Pedersoli asked whether the

papers     had    accurately      reported    on    alleged       talks       with

Lufthansa.

The     Chief    Executive     Officer    interrupted       to   say   that    an

official denial had already been issued.

Shareholder PEDERSOLI expressly asked if there was an interest

in    Alitalia.    Such   an   interest    would   be   a    waste:    he     then

described how the company had been mismanaged and how poor

decisions had been reflected on Alitalia’s P&L and balance

sheet.

110
The Shareholder concluded by saying that he only wanted to

warn the Bank against repeating the same mistake that Credito

Italiano    had    made      a    few    years      back     when   it    bought   5%   of

Kataweb for 300 billion Lire.

Shareholder Agostino CASSARÀ took the floor to say that he was

representing the Small Shareholders Association most of whom

were    UniCredit      employees/shareholders                 and   former      Capitalia

shareholders. First of all, at the Capitalia Annual General

Meeting last 30 July the Association he represented had said

it was favourable to the planned merger by incorporation of

Capitalia      into    UniCredit;         in       their     capacity     not    only   as

shareholders but also as employees, citizens and consumers,

they expected the group’s mission to be that of enhancing the

wealth     and     satisfaction               of     all      stakeholders,        wisely

reconciling the economic, social and environmental aims of a

modern enterprise with a view to interacting positively with

its    employees      (and   thus       with       the   associations      representing

them)    and     shareholders           (thus       also    with    the    associations

grouping     them)     as        well    as     with       customers     (and   consumer

protection       associations),           suppliers          (and   therefore      trade

associations),        financial         partners,          the   central     and   local

government, supra-national organisations, the local community

111
and the environment.

To achieve this aim Shareholder asked once again for the new

Group to enable enforcement of the provisions of article 97 of

the Constitution concerning access to popular investment, i.e.

direct and indirect stakes in Italy’s major enterprises. He

added that the Chief Executive Officer himself had defined

UniCredit as being one of Italy’s major enterprises.

He pointed out that a clear signal in this direction might be

that   of    restoring        payment   of    a     bonus   to    all    employees

belonging to the Group in the form of shares in the Holding

company, paying incentive systems in the company’s shares, and

offering the opportunity to buy into UniCredit S.p.A.’s share

investment    plans      at     discounted        prices.   UniCredit     ’s   All

Employee    Share   Ownership       Plan     (AESOP)    was   a   step    in   this

latter direction. However, not enough had been done and the

shareholder asked for the articles of association of the new

Group to introduce facilitations for gathering proxies as per

article 137 of the Draghi Law, which reads: “The articles of

association may include provisions aimed at facilitating the

gathering of voting proxies among employee shareholders” such

as proxy-granting and voting by mail and email, and audio

visual connections. This would avoid expenses having to be

112
borne by shareholders as mentioned in a previous comment. He

also asked for the provisions of article 13.1 of the corporate

governance code of Borsa Italiana S.p.A. to be implemented

which state that directors should encourage and facilitate the

broadest possible attendance of shareholders at annual general

meetings. He again asked for a taskforce to be created within

the   Holding     company       to    define      a    protocol       of    facilitating

rules, also in light of the disagreeable misunderstandings and

vexing   methods     and       so    on    in    gathering       proxies         for    this

meeting, which had materially prevented all members from being

properly represented.

The   shareholder       than    went      on    to    comment     on       the   financial

statements. He noted that the Association of small UniCredit

shareholders      did     not        entirely         believe     the       explanations

supplied on various occasions by the group’s top management

regarding structured finance, derivatives and so on. In May

2007,      when     the         merger         was      announced,           UniCredit’s

capitalisation      was    almost         97    billion,      revenues       were      at    41

billion,    profits       6.6       billion,      and    so     on.     Following           the

American sub prime mortgage crisis, EURpean stock exchanges

sacrificed trillions of EURs on the altar of globalisation and

creative financing, reducing to zero the capitalisation of the

113
UniCredit-Capitalia giant that was created on 1 October and

corresponded to more than the entire value of Capitalia. When

the merger was announced, in fact, Capitalia had a market cap

of about 21 billion and UniCredit on 31 December 2007 had a

market cap of 75.5 billion EURs. Over the past few weeks the

figure has wavered between 62 and 68 billion, with losses of

between 27 and 29 billion EURs.

Consequently,      he   stated    that       the   Association         of   small

UniCredit shareholders, Azioni UniCredit, would abstain from

voting on this point and asked what was the upper limit on

variable      compensation,    including      corporate        incentive    plans

based on stock options, for the Chief Executive Officer and

executives holding strategic responsibilities.                      He also asked

for more details on the more than significant increase – about

65% - in compensation awarded to these executives, including

Board members, which from 2006 to 2007 went from 65.3 million

to    104.2   million   (see    page   452    of   the    2007       consolidated

financial     statements).     Since   the    increase        was   explained    in

general    terms   by   the    increased     number      of    executives,      the

shareholder asked exactly how many new executives there were

and why was the top management team increased – he did not

want the justification to lie simply in the fact that a new

114
organisation had been put in place and therefore the variable

compensation    had    been    increased         in   connection      with        Group

targets,     considering      the     value   of      shares    and    dividends.

Lastly, he asked what the average cost per top manager was in

light of his first three questions.

He concluded by announcing he would be abstaining from voting

on the first and second item.

Shareholder Francesco SANTORO took the floor and stated he was

participating    in    the    Annual      General      Meeting    also       in    his

capacity   as   Chairman      of    the   ACRI    (Association        for   Italian

Consumers and Savers).

First of all he noted that many of Italy’s disasters have been

due to poor management on the part of certain “politically

appointed”    banks,   of     which    Capitalia      was   a    prime      example.

Another example was "Immobiliare" of Rome, the largest real

estate firm in Italy and worldwide, loans to companies like

Alitalia in exchange for political favours, loans to Parmalat,

and lastly, loans to well-known Italian crooks such as Mr.

Giuseppe Ciarrapico, who thanks to illegitimate loans granted

first by Banco Ambrosiano and later by Capitalia, had become

an entrepreneur and indeed today holds a seat on the Italian

Senate.

115
He stated that at every change in top management, he had

always     sincerely         hoped   that    things          would    change,     and    that

someone would realise that the banking business can and should

drive political, moral and civil development. He admitted he

had   so    far    been       wrong,       but       that    he    continued      to     hope.

Therefore he had sent a complaint to the Board of Statutory

Auditors and now asked for the Chief Executive Officer to make

a grand gesture and tell everyone that things in the Bank were

actually changing.

He then read out a list of written questions:

“Gentlemen     members         of    the    Board       of    Statutory      Auditors,       I

acknowledge the praiseworthy courage with which you remit to

the competent functions of our company the disquieting fact

that the corporate liability suit against the members of the

“Ciarrapico        gang”,       while       openly          approved       even    by      the

magistracy,       was     never      filed       thanks       to     the   key    votes     of

Capitalia.        In    my    complaint          I    did    not     mention      only     the

Ciarrapico case, but also the 20 million EURs awarded to Mr.

Geronzi as a lifetime achievement bonus which was actually not

envisaged by the articles of association, and above all the 5

billion EURs that the Parmalat group is asking us for in

damages, for which the Capitalia group did not provision a

116
single cent to risk reserves thus paying out a dividend that

could and should never have been distributed.

Gentlemen      of   the    Board   of   Statutory     Auditors,    do   you   not

believe that our Bank has the right and the duty to transfer

these losses to those who are truly responsible? And lastly,

how much was allocated to risk reserves in respect of the 5

billion   EURs      that    the    Parmalat   group    is   now    claiming?    5

billion EURs, which are a whopping 10 thousand billion, i.e. a

financial manoeuvre.

I have a question for Mr. Profumo: in my letter I asked you to

make the grand gesture of recognising responsibilities that

are certainly not yours or those of your bank, but which

UniCredit – following the merger with Capitalia – will be

forced    to    shoulder.     I    asked   you   to    reimburse    all   those

shareholders who had been robbed by the “Ciarrapico gang” with

the overt complicity of Capitalia. Just a handful of million

EURs, peanuts compared to the 20 million awarded illegally to

Mr. Geronzi for his lifetime achievement bonus; much less than

the amounts paid out over these past long years of court cases

to various professionals to defend themselves legally, and in

any case a grand gesture that would show everyone that things

are genuinely changing in our bank.

117
Mr. Profumo, when I served you with a judicial document, the

one mentioned by the Board of Statutory Auditors, in which the

Rome Prosecutor’s Office, after eight criminal enquiries into

individuals including Messrs. Tanzi, Geronzi, Ciarrapico and

the Chairman of the Board of Statutory Auditors of Capitalia,

for crimes that in any other country would at least ban those

involved      from    holding    public     office,    in     relation    to    the

simulated sale of assets belonging to the Ciarrapico group to

Parmalat, it says, and I quote: "Statements released on this

point by Callisto Tanzi to the Parma judicial authorities were

fully   and     incontrovertibly      confirmed        by    the   documentation

placed on record, insofar as such transactions concealed the

real exposure of the former Ciarrapico group towards the Banca

di Roma from the supervisory authority". It also says: "The

reconstruction made by the judicial police leaves doubt as to

the falseness of the information provided by the Banca di Roma

to the Bank of Italy."

As you can see these allegations are very serious and I will

not comment on them other than to say that they make us look

like a banana republic.

Putting    it   even    more     plainly:    it   is    now    clear     that   the

directors     of     Capitalia   cheated     their     own    shareholders      and

118
those of "Sanità" in order to help the so-called Ciarrapico

Group, but the numerous crimes committed, according to the

Rome Prosecutor's Office are now statute-barred since so much

time has now elapsed.

This being the case, and once again stressing that neither the

directors of UniCredit nor much less you, Mr. Profumo, are to

be blamed for this unfortunate set of circumstances, do you

not thing that it would have been an honourable act and one

that would have reflected positively on the Bank to offer

these swindled shareholders a few million EURs, instead of

spending the same money on lawsuits that anywhere else in the

world would have been lost, trusting as in the past only in

the sluggish pace of our legal system or worse still in the –

let’s call it - benevolence of some shady judge?"

Mr.   Domenico     LE   PERA   took   the   floor   stating   that      he

represented D&G Governance, a consultancy firm in the field of

corporate governance and wanted to enter into this very topic.

Addressing   the   Chairman,   whom   the   Shareholder   knows   has   a

particular interest in issues concerning governance, and who

at the start of the meeting briefly outlined the new corporate

governance procedures that the Bank has taken on board, Mr. Le

Pera made the following comment. The company he represents

119
feels that corporate governance is not just made up of formal

elements      like    the    creation         of   committees      of    the   corporate

governance       code,      it     consists        of    substantive      elements:      a

mindset based on respecting the rules must filter across the

entire       group    and     special          attention       should     be   paid    to

communications         and       interactions           with    all     categories      of

stakeholders.

Since the Chief Executive Officer has been quoted as saying

that UniCredit is a great international group, the shareholder

proposed introducing investments and innovations to enhance

such    interactions         and       tools    with     which    to     interact     with

stakeholders.

He    also    noted   that        at   this     day’s     meeting      there   had    been

several examples of effective communications, which however

dealt with topics that should never have to be raised at such

events. Obviously certain stakeholders did not have or could

not use other communication channels.

A group as large as UniCredit needs the contribution of and

potential offered by such a large audience of shareholders. He

urged        investments         in     innovative         tools        for    effective

interaction. There are ways to more effectively manage Annual

General      Meetings       and    to    help      shareholders         cooperate     more

120
efficiently and usefully.

Mr. Gianfranco D’ATRI took the floor and after thanking the

Chief    Executive       Officer    for        his     slide     presentation     on

derivatives,       and     matters        in     compliance         with   Consob

regulations, made the following comment:

“I have to tell Mr. Profumo that unfortunately not all of his

colleagues in other large banks have done the same; some of

them use language borrowed from nursery rhymes to describe

derivatives as “sausages”, adding that they did not have any

“sausages”. Obviously such language is entirely inappropriate.

I do not want to make any technical comments on the financial

statements, while I do want to talk about the sustainability

report   which     I    believe    is   very         important    and   which    you

highlighted as a crucial objective. I believe that you and all

of the Board of Directors share the view that going forward

sustainability reports will be a critical factor for all the

other technical and formal reports of the bank. Therefore we

appreciate   the       aims,   statements       and     plans    that   have    been

embarked on. I also think that pretty much all shareholders,

from the most jittery to the most relaxed, contributed ideas

that you have taken on board, so we all feel very involved and

thank you for choosing the right path.

121
In    particular,        on    page     45,    you     talk      about        the    diversity

program, and define the role of women in the Group. You have

embarked on a path that we hope will lead to attaching greater

value to diversity both in terms of gender, age, race and

skills.       This   will       hopefully        create          among    employees         and

eventually all the other stakeholders, a cultural milieu such

that this question will never have to be raised either in

regard to complaints or approvals.

Since this is a positive direction I would like to suggest

that    the    process        be   better       coordinated            with    the     Group’s

marketing      activities.         In    particular,         I    would emphasise           how

unfitting the domestic and international advertising campaign

that    appeared     a    couple        of    weeks    ago       is,    featuring         sexual

innuendos that many find inappropriate to the stance reflected

in the sustainability report.

By way of a contribution I would like to mention a few areas

in which the report might be improved. Concerning personnel,

while    the    financial          statements         state      that     the       Group   has

180,000 employees, the sustainability report refers to 170,000

full    time    equivalents:            this    is    true       from    the        accounting

standpoint      as   it       considers        part    time      employees          and   other

aspects, but I think it is more important to indicate the

122
number of people in the sustainability report rather than the

quantitative figure, which should be shown elsewhere.

The table on page 42 listing the breakdown of employees per

function might usefully include details on compensation levels

in relation to the cost of living per geographical area; this

would help us understand whether our employees are satisfied

from the financial point of view.

My    third   point     concerns     workplace   accidents:    these     are

summarised very briefly and may vary in terms of severity.

There is therefore a differentiation in terms of severity and

perhaps, at this point, since you published it, you could also

provide some reassurances in your answer to the Annual General

Meeting.

On page 11 of the sustainability report there is a map showing

the   Group’s       coverage.      The   depiction   shows    our   company

virtually in Siberia and the centre of our business looks like

it is in Siberia due to the geographical deformation of the

area. Clearly, with a different visual representation, perhaps

based on density peaks, and in terms of quantities posted in

the sustainability report, there are four pages focussing on

shareholders and suppliers. It is not so much a matter of

quantity,     but    when   the    sustainability    report   talks    about

123
shareholders, and only presents financial data, stock value

etc.,       it   would      be    better       to        explain    the   role     of    the

shareholders         and    who        they    are,        i.e.    with   details       more

consistent with the spirit of the sustainability report.

Lastly, I would like to refer to what our Group is doing in

the field of usury; clarifications concerning the problem of

usury would be welcome in the next sustainability report.

Mr. Elman ROSANIA then took the floor and after clarifying

with       the   Chairman        and    with       me,    Notary,    that   his     verbal

comments would be placed on record but his written comments

would not be transcribed, made the following observations:

"I    am    taking    the    floor       at    this       meeting    to   follow    up    on

comments that I made in Rome between 2000 and 2007 at Banca di

Roma Capitalia S.p.A.’s Annual General Meetings that began on

28 April eight years ago, when in this very room the merger by

incorporation        was approved             of   the     former   subsidiary,         Banca

Mediterranea SpA with headquarters in Pescopagano (a town in

the Basilicata region, in the province of Potenza) in Southern

Italy, with 87 branches and 1,013 employees.

This decision was taken after the financial statements for the

period ending 31/12/1999 of the former Southern subsidiary and

the aforesaid merger by incorporation had been approved by a

124
majority vote on 26 April in Potenza by the Annual General

Meeting of Banca Mediterranea S.p.A. against the will of the

minority shareholders and only thanks to the key vote cast by

the majority shareholders Banca di Roma S.p.A., which at the

time held 53.9% of the share capital (indeed, applying the so-

called     “resistance        test”,     both   motions   to     approve    the

financial statements and the merger would have been rejected).

This marked the demise of a credit institute that had operated

in Basilicata and other Southern Italian regions for over a

century.

Eight years after these events I                  again take the floor on

behalf of minority shareholders from the Southern provinces of

Potenza, Avellino, Foggia and Salerno who were “forced” first

to    merge   with    Banca    di   Roma/Capitalia     SpA     and   then   with

UniCredit S.p.A. following the aforementioned incorporation of

the    former   subsidiary       Banca    Mediterranea    S.p.A.,     which   I

represent     in     various    judicial    and    extra-judicial     dealings

based on mandates assigned and renewed also through specific

formal acts.

Several shareholders are here today in person others by proxy,

having delegated lawyers and experts involved in the complex

and challenging dispute that these same minority shareholders

125
from the various Southern regions were forced to embark upon

in 2000 straight after the incorporation of Banca Mediterranea

S.p.A.

A dispute that required the aforesaid minority to carry out

additional    work       in judicial   and    extra-judicial      settings   to

follow the developments and accounting representation of the

incorporation       of    Banca   Mediterranea    S.p.A.;   in    the   period

2000-2007 this meant attending all the Annual General Meetings

of    the   controlling/controlled           company,    during    which     the

minority shareholders exercised their right to comment on the

financial performance of Banca di Roma/Capitalia S.p.A., also

with reference to the impact on the accounts deriving from the

contributions of the former Southern Italian subsidiary.

In    particular,    minority     shareholders    have    commented     on   the

thirteen Annual General Meetings of Banca di Roma/Capitalia

S.p.A., held in Rome on the dates indicated herebelow with

reference to the minutes placed on record by Notary Public

Gennaro Mariconda: 28 April 2000 (serial nr. 38580 pages 54-

58), 30 April 2001 (serial nr. 40222 pages 26-29), 16 May 2002

(serial nr. 41580 page 10 and attachment E), 30 April 2003

(serial nr. 42662), 30 April 2004(serial nr. 43551 page 33 and

attachment D1), 4 April 2005 (serial nr. 44634 page 46 and

126
attachment D4), 28 November 2005 (serial nr. 45219 pages 42-

44), 20 April 2006 (serial nr. 45565 pages 34-43, 76, 129 and

two documents of attachment 6), 5 December 2006 (serial nr.

46267 pages 32-36, 39-40 and 46-47), 19 January 2007 (serial

nr. 46381 pages 42-53 and 57-58), 19 April 2007 (serial nr.

46704 pages 62-88, 136-177 and two documents of attachment Q),

28 June 2007 (serial nr. 46904 pages 31-37, 40 and attachment

C), as well as 30 July 2007 (serial nr. 46977 pages 86-96),

the   date    of   the    last   Annual    General      Meeting    in    Capitalia

S.p.A.’s     history,     which    marked       its   merger   with      UniCredit

S.p.A.          The same minority shareholders did not miss the

last Annual General Meeting of UniCredit S.p.A. on 30 July

2007 in Genoa (at the same time as Capitalia S.p.A.’s Annual

General      Meeting     in   Rome),    which    was    attended      by   experts

Francesco Rizzo and Fabrizio Clementi, the latter commenting

on the first item on the agenda of the extraordinary session

concerning      the    approval    of     the    plan    for   the      merger   by

incorporation of Capitalia S.p.A. into UniCredit S.p.A., as

appears on pages 90, 103, 137-140 and attachment D of the

minutes-deed nr. 80390 in the registry of Notary Rosa Voiello

which can also be consulted on the company’s website (, by

clicking on governance, Annual General Meeting, AGM calendar,

127
minutes 30.07.2007).

Chairman, this is the first time I have attended a UniCredit

S.p.A. Annual General Meeting and not having experienced the

gradual formation of the previous financial periods of the

group that you chair, it has been particularly difficult to

interpret the financial statements both for me and the other

minority shareholders coming from the Banca Mediterranea.

This     difficulty     was     made   even      more    challenging      by    the

“traditional      and    unchangeable       practices”        which   also     give

shareholders too little time to examine such complex financial

statements as those in question, of which drafts are changed

during     the   short      period     available        to    shareholders     for

consulting AGM minutes (15 days prior to the Annual General

Meeting), due to an old rule that made sense when corporate

accounts were different in nature and structure; a regulation

which     has    remained      unchanged      despite        the   many   radical

legislative amendments that have been introduced over recent

years     concerning        companies,      as     respectfully       noted      at

Capitalia’s budget AGM on 19 April 2007 on pages 65-66 of the

minutes-serial        nr.     46704    of   Notary      Mariconda’s       register

(though on the bank’s website this appears on pages 68-69).

Therefore I apologise for the limits of my observations, and

128
wish to make three points.

Firstly, about the statutory claim submitted in 2000 by the

aforesaid     minority    in   respect   of   the   cancellation      and/or

nullity of resolutions approving the financial statements as

at 31.12.1999 of the Banca Mediterranea and the simultaneous

merger by incorporation of the aforesaid Southern bank into

Banca di Roma S.p.A., in addition to the payment of damages to

the aforesaid minority. The ruling was recently handed down

after    over   seven    years   of   litigation,    featuring    thirteen

hearings, and (in the period from 09.01.2004 to 21.07.2005)

six official technical consultancy meetings.

The competent judicial authority of the Court of Melfi, in

Basilicata-Southern Italy, declared the financial statements

for     the   period    ending   31   December      1999   of   the   Banca

Mediterranea S.p.A. to be null and void, which accounts in

2000 formed the basis of the planned merger by incorporation

into Banca di Roma/Capitalia S.p.A., today UniCredit S.p.A.,

issuing the recent ruling nr. 71/2008 (an excerpt of which -

pages 1/40/57/58/59/61/63 - I ask be attached to the minutes

of today’s meeting as an integral part of my comments on the

first item of the agenda).

In particular the Court of Melfi jointly with chairman Andrea

129
Putaturo and judge Luigi Galasso who drafted the document,

endorsed   the    nullity      of   the    financial       statements   for   the

period ending 31.12.1999 of the (strategic) subsidiary Banca

Mediterranea S.p.A., as earlier mentioned for the purpose of

finalising     the   merger,     stating    that     the    aforesaid   accounts

“not only were not clear …, but neither truthful nor accurate,

since   they     described     a     situation     that     was   significantly

different to the economic status of the company” as can be

seen on page 40 of the ruling attached in excerpt and which

the press might also highlight since it was released this

morning to the media.

Moreover, with the declaration of nullity of the accounts for

the period ending 31.12.1999 of the former subsidiary Banca

Mediterranea the judges of the Court of Melfi defined the

price set in 2000 by the then Roman holding company for the

incorporation of the Banca Mediterranea S.p.A. as approx. 35%

too low, given the regulatory prohibition on reconstituting

banks   closed    due   to   mergers,      sentencing       Capitalia   S.p.A.,

today UniCredit S.p.A., to pay the monetary difference to the

minority shareholders of the aforesaid group, together with

legal   charges      including      interest   and    monetary    revaluations

since 1 July 2000.

130
At    this   point   there   was   a   heated   exchange   between   the

shareholder and the Chairman, in which I, Notary, also became

involved during which the Shareholder was invited to respect

the time allocated to him for his comments, and which he had

totally disregarded.

 Mr. ROSANIA then continued:

 "Regarding the aforesaid ruling I would like to advise that

following new evidence filed on 30 May 2007 by the Capitalia’s

defence at the second last hearing to clarify the conclusions

of the civil decision, admitted despite the objections raised

by the minority shareholders (whom I represent) because it was

filed late and breached the principles of cross-examination,

we learned that at the time of the merger, without submitting

the plan to the approval of the Annual General Meetings of

either company, Banca di Roma had in 2000 spun off a part of

the Mediterranea’s business (performing loans), almost all its

liabilities    (customer     direct    and   indirect   deposits),   the

organisational and operating structure (personnel, facilities,

branches,) less nine branches held and transferred to a new

company, several days later set up under the name of Nuova

Banca Mediterranea S.p.A..

The entire plan (merger/spinoff/transfer) had been designed to

131
squeeze out the minority shareholders of Banca Mediterranea

(46.91% of the share capital) and prevent them from benefiting

from the valuation and sale of the individual parts of the

incorporated bank (following the spin-off), specifically: the

sale of the transferring company, a plan embarked on several

months before the merger and completed about a year after

(negotiations began in April 2001, preliminary agreements were

signed in August 2001, the plan was finalised in December

2001), just in time to save those financial statements of the

Banca    di   Roma   which,   without     the     significant    contingency,

would Have closed posting significant losses. As well as the

transfer to the Banca di Roma of important assets coming from

the incorporated company (nine branches with relevant customer

base, securities, non performing loans and relevant write-down

funds,   shareholdings,       property,     tax    assets)     which   were   no

longer    balanced    or    only   partly      balanced   by    the    relevant

provisions amounting as at 31.12.2000 according to the 2000

accounts of Banca di Roma, to over 1,292,000,000 EURs, i.e.

over 2.5 billion lire.

In    point   of   fact    evaluations    of    the   Banca    Mediterranea’s

equity at the time of the merger and that of the new Banca

Mediterranea at the time of the spin-off/transfer, and even

132
more at the sale of the contributing bank were substantially

different and for this very reason the Court of Melfi declared

that the resolution approving the financial statements as at

31.1.1999 was null and void.

In any case while the Court of Melfi on the one hand fully and

rightly sanctioned the undertakings in regard to the accounts

as    at      31.12.1999       for      the     purposes       of     the     merger    by

incorporation, on the other it only partly admitted the claim

for    damages        put     forward         by     the     minority        shareholders

(represented by myself) in respect of the business and assets

that were still included in the accounts of the Banca di Roma,

since the Roman bank had decided not to contribute (between 16

and 26 June 2000) any of the spun off assets, such as bonds

and   capital       owned     by    the      incorporated      company       (book   value

approx. 1.6 billion), doubtful loans (valued at over Lit. 660

billion net of write-down reserves), real estate (ca. Lit. 120

billion, net of amortisation reserves) and other “residual”

assets (totalling a book value of about 150 billion); and, as

a    result    of    that   decision          and    to    balance    the     assets   and

liabilities         contributed         to    the    newly    created        Nuova   Banca

Mediterranea,         Banca        di   Roma       was    “obliged”     to     contribute

shareholders’ equity amounting to approx. 1.894 billion lire,

133
defined as “treasury stock”.

Now,    since     the    paperwork      supporting         the   spin-off/transfer

(Fiore-Marengo          estimates,      transfer         deeds   of    the    spin-off

accounts of Banca di Roma and Banca Mediterranea, KPMG audit

of the transfer) and references to the treasury stock appeared

generic and undocumented, and since the accounts of Banca di

Roma since 2000 made no specific reference to the aforesaid

stock transferred to the Nuova Banca Mediterranea, contrary to

the information contained in the same merger accounts, and

lastly, since there is evidence in the accounts of the Nuova

Banca   Mediterranea          up   to   2003      (the    last   year    before     its

incorporation into the Banca Popolare di Bari), I wish to know

if, following the incorporation of Capitalia, UniCredit has

any evidence of this unusual treasury stock transfer, or of

its history over the years, or of the allocation account of

both the aforesaid transfer or any part thereof.

Going   on   to    my    second     point,     I    respectfully        ask   the   top

management      of      the    company       to     explain      the     significant

variations of the UniCredit stock on the stock exchange over

the past year, since the stock touched 7.665 EURs on 26 April

2007, dropped to 4.1675 EURs on 20 March 2008, and is now

listed at 4.92 EURs (last Tuesday, 6 May).

134
The causes indicated under section 12 of the provisions for

risks and charges (item 120, page 118-121 of the UniCredit

S.p.A.     financial    statements,      distributed     this      morning   to

shareholders) may have contributed; mention is also made of

the lawsuit filed against UnCredit and its Chief Executive

Officer Alessandro Profumo and the Chief Executive Officer of

HypoVereinsbank        (HVB)   Wolfgang    Sprissler,        the    Cirio    and

Parmalat     disputes,       the   annulment     of    the     Bank     Austria

Creditanstalt shares and other disputes, which all add up to

claims worth several dozen billion EURs.

Furthermore I would like to know if payments were made in

relation to the Cirio lawsuit that was decided in the first

instance before the Court of Rome and, if such payments were

made, under which line were they posted, since it does not

appear that any provisions had been made as at 31.12.2007? I

have been told that specific comments will be addressed to

this issue by my colleague Fabrizio Clementi on behalf of the

minority shareholders of the Banca Mediterranea.

Regarding my third point, I would like to add my comments on

the   remuneration      of   directors    to   those   raised      at   previous

budget AGMs of Capitalia on 20 April 2006 and 19 April 2007.

Again this year, confirming news released by the Italian press

135
to    the   public       and   also       as   emerges    from     section       H    of   the

transactions with related parties, in the “information on the

remuneration of directors and executives” prospectus, it says

for    instance       that     the    Chief       Executive      Officer       Alessandro

Profumo received 9.349.000 EURs in 2007 compared to 6.770.000

EURs in 2006, marking an increase of 2,579,000 EURs or 38%; in

addition to stock options and performance shares, the latter

exercised     for     575,000        shares      with    payment    of     the       relevant

gains; and compensation awarded to the same Chief Executive

Officer      of   UniCredit          in    2000    (the    year     that     the      former

Southern      subsidiary        Banca          Mediterranea      closed     its       doors)

amounted to 1,577,000 EURs (3,055,000,000 lire) i.e. about one

sixth of the current amounts.

I will stop here Chairman, so as to avoid taking up more of

the Annual General Meeting’s time; however, I wish to add that

for the minority shareholders coming from the former Banca

Mediterranea S.p.A. there are still many open issues that were

tackled      by      previous         Annual       General        Meetings           of    the

incorporated Capitoline bank, including those pertaining to

disclosures and equity stakes (the relative ratio of total

shareholders        to    attendees        at     both    Capitalia      and     UniCredit

Annual      General      Meetings         is   consistently       well     below       zero);

136
accordingly,   it   might     be   possible     to     consider    using

teleconferencing facilities for Annual General Meetings.

After another brief exchange, the Chairman deemed Shareholder

ROSANIA's comments to be concluded and gave the floor to Mr.

CLEMENTI.

Shareholder Fabrizio CLEMENTI took the floor and urged greater

dialogue between the organisational structure of the Bank and

its shareholders, pointing out that a problem as sensitive as

that outlined by Mr. Rosania deserved greater attention since

it was not a private matter but involved the whole bank. He

added that he was looking forward to Chief Executive Officer

Profumo’s management of the bank ushering in changes and then

went on to speak on behalf of the minority shareholders from

the former subsidiary Banca Mediterranea:

"On the subject of possible liabilities, shareholders as well

as directors and statutory auditors, should all think very

seriously about the information contained on pages 118 and 121

of the explanatory notes to the financial statements (i.e. the

individual   accounts   of   UniCredit   in   the    version   delivered

today to shareholders), concerning several pending civil and

criminal disputes involving the bank, both as the successor to

Capitalia or to banks formerly of the Capitalia Group, either

137
directly or in respect of group companies.

Several     disputes        are     recent,      the     majority        relate     to

spectacular     collapses         (Cirio,        Parmalat),        and    are     now

approaching their conclusion; in at least one case (Cirio) a

decision has been reached by the court of first instance.

The common denominator of all these cases, largely featuring

claims for as yet uncalculated damages or for damages ranging

from extremely low to extremely high, is that the plaintiffs

are asking for huge amounts, as high as to risk seriously

threatening the group’s assets.

At Capitalia’s AGMs held in order to approve the 2005 and 2006

financial    statements       the    directors         had    reported    that    the

lawsuits     filed     against       the      holding        company     and    other

subsidiaries were totally groundless and therefore no specific

provisioning was required.

We shareholders from the former subsidiary Banca Mediterranea

did   not   think    this    attitude      was   compliant       with    prudential

principles and at the UniCredit Annual General Meeting held

last 30 July 2007 in Genoa – like the attorney Elman Rosania

at    the    Capitalia        Annual       General       Meeting       being      held

simultaneously in Rome – I also did not fail to draw the

directors’ attention to this specific point.

138
If you could turn to page 99 of the text and page 7 of

attachment d) of the minutes/deed bearing serial number 80390

in the Register of Notary Rosa Voiello, whom I would like to

thank for her efforts, I would like to know if “the merger

plan   had    taken        into    account       contingencies    at     Capitalia

deriving     from    the     Parmalat,       Cirio,    Giacomelli      and     Banca

Mediterranea    lawsuits?"         and     the     Chief   Executive     Officer’s

reply was the following (as it appears on page 126 of the

aforementioned minutes): "Regarding the questions raised about

disputes currently pending against Capitalia – as asked by

several shareholders – he pointed out that the audit firm

appointed by UniCredit to review these aspects had spoken with

the management team and auditors of Capitalia; in light of

this it is reasonable to believe that the pending disputes had

been   currently      evaluated       in     the    financial     statements      of

Capitalia,    without       any    need    for    adjustments.    Following     the

merger, UniCredit would acquire a fuller understanding of each

and every situation, including those relating to the Banca

Mediterranea        that     the    Shareholder        referred     to    in    his

comments.”

Unless I have misinterpreted the aforesaid reply, there was no

need to make adjustments to the merger accounts; similarly,

139
again unless I have misunderstood the information reported on

the aforementioned pages 105-109 of the explanatory notes to

the UniCredit S.p.A. financial statements (drafted before the

Annual General Meeting), no specific provision was made in

respect of possible contingent liabilities deriving from these

disputes.

Respectfully,       and taking     due   account   of    the considerations

supporting the accounting methodologies adopted, it does not

seem to me that these were entirely inspired by the prudential

criteria      recommended   by     the   Italian   Accounting        Association

(OIC), under paragraphs, C.VI.c) and d) of the "Accounting

Principles".

In    point    of   fact,   some    suits   appear      to    be    examples   of

recklessness; for others, the conclusions of past out-of-court

settlements between plaintiffs and other parties held to be

responsible have charted a course from which current pending

suits      will     have    trouble       straying;      in        other   cases

(Cirio/EURlat) a ruling was passed albeit by a lower court

that calculated damages payable by Capitalia and Mr. Sergio

Cragnotti in the amount of 223.3 million EURs; in yet other

cases an upper and lower range is indicated which might have

been used for making precautionary provisions.

140
Lastly,    there     are    certain    criminal     proceedings     (Ciappazzi,

Parmatour      and    EURlat),        for   which    the    plaintiffs        have

undertaken to quantify their claims – also in monetary form –

upon reaching the conclusions of the proceedings: therefore it

is true that the situation is somewhat uncertain, but equally

true   that    each    of    the    parties    involved     could   reasonably

identify which actions might have determined or contributed to

determining an injury to the plaintiffs, and to what extent.

I will overlook the suits brought by minority shareholders of

the Group’s foreign subsidiaries, since they are too recent.

Based on the foregoing, I would like answers to the following

questions: between the date of the aforesaid Annual General

Meeting of 30 July 2007 and today, have any adjustments been

made to former Capitalia positions in the disputes mentioned

above?

Irregardless of such positions, have any write-downs been made

on loans to customers and financial activities coming from the

Capitalia Group and, if so, how much to they amount to?

And on closing, concerning page 39 of the management report on

the    consolidated        financial    statements,       under   the   heading

“Loans    to   customers      –    credit   quality”,     the   gross   and    net

figures     refer     to     everything       but   the    contributions       of

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Capitalia.

Unless there is a misunderstanding, the spread between the

relevant line in the consolidated accounts and the spin-off of

the Capitalia contributions should represent the gross and net

contributions of the incorporated Group.

If so, then the latter’s total non performing loans should

amount to a gross figure of 12.7 billion EURs, write-downs to

7.1 billion EURs gross and 5.2 billion EURs net. Of these

amounts, the non performing loans should correspond to the

lower amounts, respectively 10.1 billion EURs, 6.8 billion and

3.2 billion.

However, in the part of the report concerning the merger with

Capitalia, its gross non performing loans are listed as 4.5

billion EURs, amounting to 1.3 billion EURs net (page 102,

last column, paragraph on NPLs). Furthermore, in the paragraph

on the "purchase price allocation" (page 105), it says that

the   fair   value   valuation   also   required   net   write-downs   on

credit amounting to 1.1 billion EURs. Even including these

write-downs, the spread between the data presented on page 39

of the prospectus and the data on page 103 is still high (some

800 million EURs). Have I misread and/or misinterpreted the

data?

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Also with regard to the Purchase Price Allocation, and also on

page   105   of    the    financial   statements,   mention   is   made   of

positive adjustments worth 1.4 billion lire on the asset side,

in particular performing loans, securities, equity holdings,

real estate and other assets. While it is not surprising to

see a revaluation of shareholdings and real estate, or to a

lesser extent, even of securities, there are some concerns

about loans which one would presume are listed at par value.

Could you please provide some details in this respect?

I would also appreciate some details about the write-downs

totalling    250        million   EURs   relative   amongst   others      to,

certificates of deposit and bonds issued by Capitalia: what

accounting        (or    non-accounting)    principle   underlies      this

contingency? As well, I would like a clarification about the

deferred tax assets and liabilities relative to a write-down

of 1 billion EURs: are these miscalculations by Capitalia of

assumed future income on which to apply higher prepaid or

deferred taxes or rather mere effects of the merger?

And lastly, I would appreciate it if you would supply some

details about Aspra Finance, and the effects on the UniCredit

accounts of the transfer of deteriorated assets to the bad

company.     Will a securitisation follow this transfer? What

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resources will Aspra use to settle the sale? Group financing?

Bad    company,       conduit,     securitisations,              structured          finance:

more and more new instruments are being added to the variables

that    make    it    so   hard    to       identify         underlying     and      deferred

risks.     I        understand      that         UniCredit        is    a      prestigious

international         bank,      but    don't          you    think    that         financial

statements that are already challenging even for experts to

interpret       might      become       totally          incomprehensible            to     the

majority       of    investors,        be       they     shareholders         or     ordinary

savers? We all agree on the matter of globalisation. However,

if things continue like this we will need to take a leap of

faith    rather       than     enjoy        a    balanced       and    well        considered

involvement in developments going forward.”

The shareholder expressed his thanks and reiterated that if

contradictions         arise     during         Annual       General   Meetings        it   is

because before and after, as well as between Annual General

Meetings, there is nothing but absolute silence.

Mr. Francescantonio PAPA took the floor to greet everyone and

make the following comments:

“I am taking the floor to make some brief considerations on

the concept defined as value creation.

Value creation is an expressed that has cropped up in recent

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years   in    reports      on    the     management        of    the      financial

statements, business plans, plans to merge or spin off going

concerns, in other words in all those documents that mark

significant milestones in the life of banks.

Creating value, of late, has become the North Star guiding

every strategy, the absolute imperative steering the actions

of every large banking group’s top management team.

Creating value, therefore: but for whom? For shareholders? Not

always, as we can readily see. For investors? Much, much less,

considering    current     dividends,        and   without      even    hinting    at

spectacular cases like Parmalat or Cirio.                  Well then, for the

companies financed by bank loans? The scenario is multifaceted

and includes a bit of everything: from the many cases of value

creation     for    marginal         firms    converted      into       sound     and

profitable outfits, to those less frequent ones in which value

is created for small companies to become medium sized and mid-

sized ones to become large; to those equally common cases in

which the value of the enterprise has been destroyed, perhaps

due to recourse to inappropriate forms of credit (such as

derivatives,       for   examples)      perhaps     with     the       positive    or

negative     contribution       of     the   entrepreneurs:             so   it    is

impossible to generalise or even provide a relevant answer.

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Value   can    certainly      be    created    for     the   users   of     banking

services, but only gradually, since investments in technology,

training and education cost money and meanwhile, the services

have to be paid for: more so than in other large EURpean

countries? So it would seem, though no one has ever clearly

explained      the     reasons,      neither     the     bankers      nor      their

supervisors, much less – obviously – the trade associations.

        Is there therefore a category for whom value creation is

a constant? The answer is invariably in the affirmative: just

read the explanatory notes to any financial statements and

focus    on    the    part   devoted    to     "Transactions       with     related

parties”, particularly the Chart on compensation awarded in

various forms to Board members and Executives granted special

powers.

        We    are    aware   that   these     payments       are   made   in    full

compliance      of     relevant      regulations        (laws,     international

accounting principles and standards). We are also aware that

these amounts – that grow and multiply from balance sheet to

balance sheet – are related to achieving targets that are set

from one year to the next. However, shouldn't we ponder the

fact that these targets, while approved by governing bodies,

are defined by top management, the only body that has the

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skills,      time     and    information      needed     to   predict    future

scenarios and goals consistent with those scenarios? That the

ongoing correlation between performance and compensation might

lead   to    operating       practices    that    are    short    term   profit-

oriented,         perhaps     putting     possible       negative    long-term

prospects on the back burner? And that the total or partial

failure      to    achieve    these     targets   is    always    justified   by

imponderable causes and events, whether internal or external?

Accordingly, shortcomings never determine a decrease in the

compensation of those who hold strategic responsibilities, as

should be the case. It is a sort of no-claims clause.

       Without undue rhetoric, would it not be advisable to

gradually downsize these benefits, and allocate more of the

vast resources that shareholders are deprived of every year,

to shareholders and areas of social relevance (art, monuments,

scientific research)

       The        question   I   want    to   ask,     however,   concerns    an

entirely different matter. On 4 November 2007 at 9pm there was

a TV programme on Rai Tre that delved into issues involving

the incorporated company, Capitalia S.p.A.

       At the end of the show the journalist who had conducted

the enquiry mentioned a resolution passed by the Board of

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Directors of Capitalia on 20 May 2007 on the reporting of

donations          made    to     charities      and    for    cultural          initiatives,

amounting          to    about     20    million       EURs,   with        relevant         powers

granted to the then Chairman of Capitalia.

        The    journalist           then       mentioned      an    internal       inspection

started       on    30     January       2007    into    the       marketing      and       public

relations area of Capitalia S.p.A., as an enquiry put in place

by the then Chief Executive Officer of the bank, which lasted

three months.

He explained that the findings of the inspection were very

serious:       there       followed        instructions        to        immediately         adopt

measures to correct the management of administration of this

area of Capitalia.                Following the incorporation of Capitalia,

did UniCredit conduct inspections, receive evidence or embark

on    specific          initiatives?       Or    has    UniCredit         done    nothing       at

all?”

Shareholder         Giovanni        DI    PRINCIPE      took       the    floor       and    after

greeting       the        Board    and     all    those    attending            the    meeting,

addressed the Chief Executive Officer, stating that he was one

of the many members of the Cassa di Risparmio di Roma Fund,

now retired. He pointed out that he was one of the 54 people

who     had    paid        24,000       EURs     into    the       fund    to     redeem       his

148
university degree and never received a single EUR back since

retiring. He added that this unfair situation was supposed to

have been eliminated yet nothing had been done about it. He

therefore hoped that Mr. Profumo, invested for the first time

with this issue, would take the appropriate steps since it

amounted to daylight robbery. He felt it inconceivable that a

worker who has paid 24 thousand EURs into his or her pension

fund should not receive a single EUR back. He concluded by

handing his pension slip over to the Chairman.

Shareholder Angelo MASETTI took the floor and stated that he

represented     the    Association     of   Small   Shareholders    and

Employees, that had been established within Capitalia and now

had been transferred to UniCredit.

He acknowledged that at just under a year since the merger by

incorporation of Capitalia it was too early to weight the pros

and cons, however several observations could be made that were

dictated by common sense and stimulated by the views of those

who, like the Association he represented, were privileged to

experience the Group's life from the inside.

He    noted   that    during   the   last   Capitalia   Annual   General

Meeting, the Association’s representatives had brought up two

important issues in relation to the proper management and good

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reputation of the bank. They had asked for attention to be

directed     towards        a     complicated       and     questionable        matter

involving    mortgages,          probably     issued      without     the    necessary

precautions, and had flagged a worrisome deterioration in the

quality    of   personnel         management,       which      encouraged     conflict

instead of dialogue and mediation. These concerns had been

reiterated to UniCredit, following the merger.

As to the first matter, the mortgage loans, he reiterated the

concerns raised previously and asked to be told about the

latest developments.

As to the second point, personnel management, he acknowledged

that start of a turnaround at the Banco di Sicilia, which it

was hoped would restore transparent as opposed to conflictual

relations.      However,        he   asked    how   much       the   legal    fees   had

amounted to and whether they were justified by any benefits

deriving     form     the       decisions     taken,      considering        that    the

lawsuit     primarily           involved       issues       pertaining        to     the

recognition      of   professional           statuses     or    rights   of    various

kinds.

At the same time, however, he expressed his appreciation for

the “restorative justice” system that UniCredit had adopted

and implemented involving the use of ombudsmen. He recommended

150
guaranteeing the effectiveness and efficiency of the ombudsmen

without       which      their     authority         would        become       gradually

undermined.

Having      said   this,     he    introduced       the      topic      of   the   close

interdependency existing between commercial ambition, ethical

behaviour, respect for customers and the rules, the reputation

of    the     company,      and    for     the     interests       of    the    Group’s

shareholders and workers.                 The media had conducted enquiries

over the past few months focusing in particular on certain

banks,      including       –     perhaps        unfairly     –      UniCredit:      the

shareholder hoped that increasing attention would be devoted

to    the     intensity     and    methods       used   to    express        commercial

aggressiveness,        so   as    to     avoid    the   prospect        of   attractive

economic incentives leading individuals and the system as a

whole    to    adopt   behaviours        inconsistent        with     the    image   and

integrity of the Group and the people working in it.

Against this backdrop, he expressed a conviction that the role

of the Association of Small Shareholders and Employees could

play in the company's life might be a positive one in the

interests of the company and especially of its shareholders.

He suggested that the management of the Group might benefit

from the independent contributions of those who care no less

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strongly about the success of the Bank than its management,

and those who hold positions of considerable responsibility.

No one could overlook the dramatic loss of credibility that

was affecting financial institutes and the banking sector all

over the world; the shareholder recommended making a broad-

based effort towards restoring confidence and trust, in which

the Association he represented felt closely involved.

He therefore hoped that the major challenges lying ahead might

be tackled by involving the Association he represented in the

governance of the Group, and creating a strong and effective

interaction    between       the    Association      and    the    Group’s    top

management,    also     in     light     of   similar      successful    German

examples of employee participation in the management of large

groups, which the Chairman of UniCredit, Mr.                      Dieter Rampl,

was surely familiar with.

Shareholder Franco ANGELETTI took the floor, and advised that

he had planned to cast a favourable vote, without making any

further comments. However, he changed his mind after hearing

what the representative of a shareholder had to say.

He said he was now curious about the fact that there were more

sports   journalists         attending    the   meeting      than     financial

journalists.   He     readily      imagined   why,    he   expected     to   hear

152
questions addressed to the Chief Executive Officer about the

situation of the Roma soccer club.

Therefore, his only question was about the current situation

of between UniCredit and Italpetroli.

Mr Umberto MOSETTI took the floor to say that he personally

expressed the hope that the issues raised at the meeting would

be solved, especially that of the employees of the former

Cassa di Risparmio di Roma.

He suggested that the fact that in the 6 hours since the start

of the Annual General Meeting, precious few questions had been

raised about the financial statements, which reflected very

positively on the “team”; this was flattering particularly at

such a critical time for financial securities. As an investor,

especially in stocks of this type, he knew how hard it was to

be satisfied with how his investments were performing, and

reiterated    that   the   financial      statements   presented    were

unquestionably outstanding.

He said he had been a UniCredit shareholder since way back,

and almost felt embarrassed, given the serious style of the

new   team,   towards   whom   it   was   quite   unusual   to   address

flattery. However, he added that he really felt the need to

express his satisfaction and pride at belonging to the Group,

153
which over the years had acquired a unique leadership position

in EURpe, and was a credit to Italian industry.

He then stated he would be voting in favour of approving the

financial statements and the other motions.

      Mr. Migirab Yousef SADEK took the floor and thanked the

Chairman and Chief Executive Officer for the results presented

on this day about which he was satisfied, and urged them to

strive to ever greater heights.

      Given    the   large   number   of   participants   attending   the

Annual General Meeting, he proposed holding the meeting over

two days, to allow all those who wished to, to ask important

questions that deserved to be answered by the Board and the

Chairman.     He added that certain issues would require as long

as two hours of questions and three hours of answers, which is

simply impossible under the current circumstances. He proposed

that longer questions be addressed to the Board in writing,

and that the replies also be supplied in writing.

He invited the Chairman and Chief Executive Officer to invest

more in UniCredit's personnel so as to attain even better

results, especially on the international market and the stock

exchange. He had heard the American, Swiss and French banks

had lost money for having bought shares whose indexes had

154
declined. As an ordinary Arab citizen, he merely observed that

opening a bank means opening the door to risks. It is possible

to be successful and make profits, but it takes much caution.

He urged striving towards making UniCredit one of the world’s

best banks, but also warned that there were sharks lurking on

the    market.     UniCredit   is     very    active    in    the    United    Arab

Emirates     and    in   Jordan,    and      possibly   also    in     Syria   and

Tunisia. However, the only country in which the Group does not

have    a   representative     office        is   Libya,     despite    the    many

interests that Italy and Libya share, starting with Agip and

Italgas, with a project now worth 68 billion EURs. He invited

the Chairman and Chief Executive Officer to disclose their

opinion as to the chance that an office might be opened in

Tripoli.

Shareholder Filippo VALENTINI took the floor and thanked the

Board of Directors for the outstanding way they had organised

the Annual General Meeting and for the quality of the support

they had supplied to shareholders.

Contrary    to     criticism   from    a     previous   shareholder      who    had

alleged that Group was Rome-centric, he asked if there was any

intention to transfer the headquarters of the Bank to Rome.

Lastly, he asked for a platform to be created through which

155
shareholders     –    especially      those    who    were    also    employees       -

could discuss matters, mainly private ones, that had nothing

to do with the agenda.

The Chief Executive Officer thanked Shareholder Borlenghi for

his appreciation of the financial statements UniCredit, and

expressed his own forecast that in future it would be possible

to    maintain   profits      and    dividends       in   line     with     those    of

previous years. In this regard, he mentioned a point raised in

his   earlier    presentation:        the     estimated      EPS    for     2008    was

between EUR0.52 and EUR0.56; considering that the pro-forma

EPS for 2007 was EUR0.50 and the normalised pro-forma EPS was

EUR0.55,   the   estimate      for    the     current     year     was    more     than

consistent and justified.

Replying to the questions raised by Shareholder Graffagnino

about the contribution to the Group’s profits made by UBM in

2002 compared to today, the CEO recalled that in 2002 UBM had

posted 291 million EURs in net profits, whilst the total Group

profits    amounted      to     1.8     billion       EURs,        making     for     a

contribution of 16.15%. Considering that in terms of EVA, the

contribution     of     the    MIB    Division       to    the     overall       Group

performance was 14% in 2007, this figure was largely unchanged

despite the fact that 2002 was one of the best years on record

156
for   UBM    thanks     to   the     favourable       economic     cycle,     which

certainly cannot be said for the investment banking sector in

2007, at least as regards the second half of the year.

Going on to the matter of sub prime risks the CEO referred

again to his earlier presentation which showed clearly that

the Group’s exposure to the US sub prime market at the end of

the year amounted to 164 million EURs, and had decreased even

further     since   then.    He     added    that    he   could    not    tell    the

Shareholder     exactly      what    position       UniCredit     was    in   versus

other banks in regard to exposure to sub prime mortgages,

since other banks had not published the relevant data: it was

obvious,     however,     that      UniCredit's      exposure     was    extremely

limited.

Referring to the data contained in his presentation concerning

HVB’s activities in relation to real estate assets, the CEO

stated that in general terms, the investment banking business

had led the UniCredit Group to having a portfolio – like other

Italian banks – containing a series of stocks such as those

mentioned by the Shareholder, thus benefiting from a positive

net interest income compared to the cost of funding. This

action had determined an impact on UniCredit as evidenced in

the   financial     statements,       that   was proportionally           lower    to

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that    evidenced     in   the    accounts     of   many   other     competitors,

despite the fact that the UniCredit Group ranked number one on

the domestic investment banking market.

Regarding the measures adopted by the Competition Authority

concerning the interest held in Mediobanca after the merger

with    Capitalia,     the      Chief Executive      Officer    disagreed      with

Shareholder Antolini’s view that the measure taken was a kind

of     “punishment”.       He    reiterated    that    UniCredit      had   never

intended to acquire a controlling stake in Mediobanca, and

indeed as of the first disclosures to the market of plans to

merge with Capitalia, it was clearly stated that UniCredit

intended to sell one of the two stakes held by UniCredit and

Capitalia in Mediobanca.

Therefore,    he    stressed      that   relations     with    the    Competition

watchdog had been extremely cooperative, perhaps due to the

very fact that UniCredit had always made it clear that it did

not intend to take a controlling interest in Mediobanca or

Generali or, in general, to exert any form of dominant role.

With    regard   to    the      “restorative    justice”      system,    the   CEO

advised that in addition to Italy, many other countries had

taken it on board and applied it including Austria, Bulgaria,

Croatia, Germany, Poland, Slovenia, Slovakia and Hungary. He

158
added that a total of 147 cases had been examined so far in

complete       autonomy      and      independence;            regarding       the     case

mentioned        by    the      partner       of        customer      Borsello,         who

incidentally      was     not   present       in    the    meeting      room    and     who

therefore, for obvious reasons of confidentiality could not be

discussed,       the   Chief    Executive          Officer      again    stressed       his

conviction that the bank had acted properly, and confirmed the

bank’s willingness to meet with the customer and discuss the

matter at hand.

Concerning       the    need     to    safeguard          the    Group’s       image     or

reputation from inaccurate allegations in the media, the CEO

felt    that     the    Group’s       situation          and     status    were        well

represented in official documents – the foremost among these

being    the     financial       statements         –     and    in     communications

released to the market in compliance with current regulations.

Consequently, any information or news issued by third parties

and in contrast with those contained in official documents

cannot be referred to the Group and often times do not even

deserve to be denied.

Concerning      Moody’s      outlook    towards         UniCredit       that   had     gone

from    stable    to    negative      based    on       allegedly     changed        market

conditions that would lead to considering the capitalisation

159
to     be    insufficiently         high,    the    Chief     Executive      Officer

reminded the Shareholder that today the Group’s Core Tier 1

was 5.5%, and estimated to growth to 6% by year’s end. Since

Moody’s is two rating “notches” above Standard & Poor’s, the

CEO assured the shareholder that the company had taken this

indication from the rating agency very seriously and added

that    the       regulatory   capital      recovery   plan    had    been   widely

publicised: as stated, the plan was to reach a Core Tier 1 of

6% by the end of the year, as calculated using the so-called

“Basel 1” criteria, therefore without the benefits that would

flow to the Group if it adopted the “Basel 2” principles,

which the Bank of Italy had already authorised the Group to

do. The Chief Executive Officer did confirm that the Group

would       continue    to     thrive,      also   given    that     the   mid-term

capitalisation level that was still the current target was

6.8%, a level deemed to be optimal as far back as 2005 when

the HVB merger was finalised. In replying to the observations

raised       by     Shareholder     Rimbotti       (several    contained      in    a

document       delivered       to   the     company    beforehand),        the     CEO

recalled that UniCredit had established its legal headquarters

in Rome, and therefore the decision to hold the Annual General

Meeting in Rome should not be seen as an attempt to make the

160
attendance of shareholders from Northern Italy more difficult.

In point of fact, in order to facilitate the attendance of

shareholders at the Annual General Meeting, the meeting was

scheduled to begin at 10.30am. The CEO added that UniCredit

had     introduced     a    toll-free     number   some    time    ago,       which

operated during office hours, which was manned by colleagues

prepared to provide all the information needed to reach the

meeting venue.

With regard to the reasons why the operating profit of the

Parent company was down 683 million EURs, the Chief Executive

Officer specified that the corporate structure adopted by the

Group     was   such       that    it   was   necessary    to    look    at     the

consolidated financial statements, whose indicators were all

growing, in order to gain an accurate view of the Group’s

performance. Having made this point, the decrease in question

followed an increase in the negative net interest income of

the holding company, in particular with regard to the funding

needed    for   making       new   acquisitions;    this   was    only    partly

offset by the increased dividends. In fact, the acquisitions –

such as the bank in Kazakhstan – can immediately post net

profits above the cost of funding but not all profits are paid

out as dividends, also because the banks must align their

161
capitalisation      with     the       levels       required        by    supervisory

regulations and also to pursue and develop their business. So,

basically the increase in interest charges worth approx. one

billion EURs, offset by 425 million EURs in higher revenues –

plus a further 108 million EURs deriving from other items, a

620 million EUR decrease in net trading income, a 20 million

EUR increase in residual items and a positive tax balance of

134 million EURs – was what caused the decrease in profits of

1.149   million    EURs    as    reported         in    the    holding      company’s

financial      statements:         hence      the      need    to    partly    employ

reserves to pay for the dividend, which is incidentally an

entirely routine transaction.

The   Chief    Executive     Officer       also     stressed        the   significant

value creation generated by Xelion, which in 2007 had, for the

first time ever,         posted a profit            and whose profit           & loss

account closed with gains amounting to 300,000 EURs; although

this profit might seem negligible, it should be compared to

the previous year, which closed with a loss of 24.2 million

EURs.   This    should    give     a   more     accurate       impression      of    the

upward trend that the company is experiencing. The CEO also

pointed   out    that    soon    the    company        would    be       merging    with

Fineco, to create a leader on the Italian market for that

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particular type of business.

Concerning the mooted creation of a so-called bad-bank, the

Chief Executive Officer specified that the Group already had a

credit collection company, which was regarded as an example of

excellence      in     that    particular         market:    this      company        now

included the credit collection business that was previously

conducted within the Capitalia Group.

Concerning      losses        from    derivatives       posted        by    UniCredit

Corporate Banking, the Chief Executive Officer stressed that

the    relevant      provisions,      defined     on   the   basis     of       specific

assessments, amounted to 192 million EURs for that company.

Continuing      his    replies       to    Shareholder       Rimbotti,          the   CEO

explained that Mr. Henning Giesecke was the Group's Chief Risk

Officer,      and    his    task     and    responsibility      was        to    monitor

processes relating to risk management within the Group. Mr.

Giesecke was also included in the incentive plan for whom

individual targets had been set in relation to the specific

nature of his role.

The CEO then supplied that data that the shareholder had asked

for concerning the positive contribution made to the Group by

its foreign branches: the figure amounted to about 78 million

EURs    (of   which    38     million      EURs   attributed     to    the       foreign

163
branches belonging to the former Capitalia Group). Instead,

regarding the revenues deriving from business with customers

of the Group through its representative offices, the Chief

Executive Officer noted that such revenues belonged to the

companies, while their total costs amounted to 3.2 million

EURs. Lastly, thought would be given to the idea of opening a

representative office in Libya, as suggested by Mr. Sadek.

The Chief Executive Officer emphasised the importance of the

company     called   I-Faber   to     the    Group,    not    only   for   its

contribution to the Group’s accounts, but especially because

it was the platform used for Group procurements: to be fair,

this company’s contribution should be appreciated in view of

the   savings   that   it   enables    the    Group    to    make.   Moreover,

purchases made through I-Faber allow the auction process to be

managed with the utmost transparency; the CEO concluded by

reminding     the    shareholder      that    in      2007    UniCredit    had

channelled over 450 million EURs of purchases through this

platform, and the trend was showing no sign of slowing down.

Replying to the question raised by Shareholder Rimbotti about

charity, the Chief Executive Officer specified that about 69

million EURs had been donated to various charitable causes, of

which 10 million EURs for actions to be pursued through Unidea

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and the remainder for initiatives to be implemented through

local committees, partnerships and direct contributions.

Referring to the comments by Shareholder Cassinelli about the

recent     appointments       to     the     Banco   di     Sicilia,      the    Chief

Executive Officer took the opportunity to thank the Banco di

Sicilia Foundation and its Chairman, Prof. Gianni Puglisi, for

their valuable contributions towards finding optimal solutions

in the area of the Bank’s governance and its position within

the   Group.      These    solutions         were    in     no    way     politically

motivated and should be interpreted as a successful attempt to

establish         satisfactory         relations           with         institutional

representatives of an important local community for which the

Group is working to enhance its value.

Regarding savings shares, the Chief Executive Officer pointed

out   that   the     Board    of     Directors       for    the    moment       had   no

transactions       planned:        savings    shares       represented      a    small

proportion of UniCredit’s share capital.

Replying     to    Shareholder        Galantucci,          the    Chief     Executive

Officer stated that in his opinion, a high level of customer

satisfaction       would     undoubtedly         generate         an    increase      in

customers,     and    at     the     same     time   enhance       their    loyalty:

statistically, the CEO recalled that customer churning at the

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Country   level   was     about      10%,    which    was    much   higher      than

UniCredit,     thanks    largely       to    the    high    level   of   customer

satisfaction    across     the       whole   Group.       Numerically,   in     2007

alone, UniCredit Banca reported a net growth in new customers

of 130,000 units.

After thanking Shareholder Roveda for the confidence he had

expressed in him, the CEO pointed out that the market had

indeed “ordered” the Capitalia deal because it had allowed the

cost structure to be further trimmed, as evidenced by the data

illustrated in the presentation on the financial statements,

in a market in which — objectively – revenue growth continued

to be satisfactory.

Concerning the Banco di Sicilia, the CEO felt that Sicily

would   also   generate       much    satisfaction,        predicting    that    the

Chief Executive Officer of the Banco, Mr. Roberto Bertola,

whom he had recently met, also shared this view.

On the subject of derivatives, about which he had provided

some details during the presentation to the market of the end-

of-year   results,      the    CEO    stated       that    the   situation    today

appeared to be vastly improved over that of the early 1990s,

to which the Shareholder referred to in his comments: at the

end of December 2007, in fact, the mark to market had dropped

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to about 1.1 billion EURs, and was still declining in terms of

market share with respect to the total, and, in percentage

terms, while at the end of December 2005 the Group’s market

share was 45.6% of the total mark to market, at the end of

2007 the figure was 22.4%.

Replying to the statement by Shareholder La Verde that the

stock had lost more in percentage terms than the indexes that

he mentioned, the CEO specified that the time frame – 12

months – mentioned by the Shareholder did not appear to be

right.

Referring to the last 14 years, UniCredit’s market performance

was 420%, while the EURstoxx index for EURpean banks was only

144%: adding in the dividends, UniCredit’s performance would

be up +671%, compared to 276% for the market.

As to the procedure for dealing with complaints, the Chief

Executive   Officer      recalled    that    the    procedure    adopted   by

UniCredit   in    2006      called   “Q48”    envisaged    replies      being

provided within 48 hours, with this deadline being respected

in 98% of cases; the process had been greatly appreciated by

the Authorities before whom it had been illustrated, and was

currently being brought into the former Capitalia banks.

With   regard    to   the   candidacy   of    Mr.    Ligresti,    the   Chief

167
Executive     Officer     noted      that   according    to     the      integration

agreement signed with Capitalia, four board members would be

appointed     by    Capitalia;       the    Manodori    foundation,          a   former

partner of Capitalia, on this occasion had proposed confirming

three of the 4 directors who had previously been coopted.

Concerning     the      dual-governance       system,    while         understanding

perfectly well how it functioned since it was in place among

the German members of the Group, the Chief Executive Officer

said   that   -    as    regards     the    Italian    system      -    an   analysis

conducted by the relevant Board Committee and supported by

external consultants on UniCredit’s governance structure, had

convinced     him       that   the    system       currently       in    place     was

functional and effective and did not need changing.

Regarding     union     pressures     and    the   strike     in   the       Triveneto

region mentioned by Shareholder La Verde in his comments, the

CEO pointed out that UniCredit and the unions needed to deal

with the gradual reduction in headcount, a matter that still

generated     much       tension,     in     respect    of     the      integration

processes and transfers of transactions from the front office

to online channels.

He added that as regards pressures on the sale of specific

products, operations as a whole and incentive systems are also

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discussed by the compliance department, in order to ensure

proper operating behaviours.

Replying      to    the    question      about      bonds,   the      CEO    reassured

Shareholder        la    Verde    that   consideration       would      be   given    to

alternative maturities for any bonds still to be placed; as

well, bond issuances are made in relation to market demand,

for which reason the current issuances were in line with such

demand.

After     thanking        Shareholder       Carollo       for    his     compliments

regarding the work of the local committees (in particular, the

Trento and Bolzano committees) and of the subsidiary UniIt,

the     CEO   advised       that    in     regard    to    actions      designed      to

facilitate     teleworking         and female       workers,     he     would   answer

later at greater length; meanwhile it could be anticipated

that the UniCredit Group had the largest percentage of part-

time workers and, that there were examples of teleworking in

Austria which, if successful, could be exported to other areas

of the Group.

As to the issue of the Cassa di Risparmio di Roma Pension

Fund,     raised        several    times     and    initially      by    Shareholder

Luciano Borlenghi, the Chief Executive Officer pointed out to

all   the     shareholders         in    attendance       that   the    Fund    was    a

169
supplementary defined benefits pension fund that was created

before    legislative      decree   nr.    124   of   1993,   it   was   not   a

corporate or independent body, and was posted on the accounts

of Banca di Roma as a mere liability calculated using the

actuarial method.

He also mentioned several legislative developments that had

arisen in the meantime: the introduction in 1982 of severance

payments    issued    by   employers;      the   obligation    introduced      in

1995 to     reach the INPS threshold in order                 to qualify for

benefits flowing from the Fund, and the gradual increase of

coverage provided by the INPS pension, which reduced the scope

and volume of pension coverage issued; given the application

of the actuarial methodology, all this has also reduced the

current level of the financial assets in question, which today

are   entirely       consistent     with    changed     needs.     The   Group

structures,    in    particular,     the    HR   units,   immediately     took

steps to identify concrete ways to sustain plans designed to

strengthen the social security protection of the members of

the fund.

The CEO repeated his conviction that negotiated solutions can

only be found through dialogue with the unions and confirmed

that every avenue and option would be explored on a case by

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case    basis,     with         the       utmost    attention       and     sense    of

responsibility,      so       as     to   allow    the   company    to    maintain    a

healthy economic balance and at the same time respect the

positions    of    all        the    parties      involved.    Responding     to    the

question    raised       by    Mr.    Dobrilla      about     the   95    million   EUR

increase in provisions reported on page 120 of the balance

sheet of the Banca di Roma, the CEO advised that this was

primarily    due    to    non-recurring            events   associated      with    the

administrative management of disputes, in particular, legal

fees.

About the end of the quarter term suggested by the Shareholder

as the deadline for finding a solution to the dispute relative

to the Cassa di Risparmio di Roma pension fund, the Chief

Executive Officer stated that he was willing, as indicated

earlier, to look for a final solution; should this not be

possible, everyone was free to make up their own minds about

whatever actions they might want to take thereafter.

Replying    to     the    comments          made    by   shareholders       Dobrilla,

Ripiccini   and     Ricci,          about   applying     the   principles      of   the

Integrity Charter to the issues relating to this Fund, the CEO

stated that in his opinion, the Integrity Charter was in fact

also being applied to this case and that the principle of

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fairness must be applied to all employees: consequently, the

solutions to be put in place must be consistent with the

expectations of 180,000 people even if, in the specific case,

regarding the adjustment of the INPS ceilings to the last

salary, the contribution concerned a relatively limited number

of people. He concluded on this point, emphasising that the

issue   would   be   dealt   with   and   monitored   with   the   utmost

attention by the HR Department.

Referring to the considerations he had previously made about

the Cassa di Risparmio di Roma pension fund and advising Mr.

Di Virgilio that his motion could not be put to the vote

because it did not qualify as an alternative proposal pursuant

to section 7, paragraph 3 of the Regulations of the Annual

General Meeting, the Chief Executive Officer replied to Mr.

Marbot who noted that – according to the so-called Chopin

Project – Pirelli Real Estate had apparently been granted a

25-year option on the purchase of all the property belonging

to Bank Pekao, adding that the transaction had been put in

place by the Chief Executive Officer in a conflict of interest

situation, since in 2005 he was a member of the Board of

Directors of Olimpia.

The Chief Executive Officer observed that the Malma Group,

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related to Mr. Marbot, had a debt position with Bank Pekao,

which in 2006 had taken legal action to recover the amounts

owing to it.

An action had also been taken against Malma to declare it

bankrupt.

Specifically,      the   CEO   emphasised     that     the      shareholders’

agreement had been signed by Pirelli Real Estate and Bank

Pekao and not by UniCredit, contrary to Mr. Marbot’s claim:

this    agreement        envisaged     settlements        in     line   with

international   standards,     negotiated     at   best    by    Pekao which

also held pre-emptive rights for the granting to Pirelli-Pekao

Real   Estate   of   financing   to    make   real   estate      investments

pursuant to which, if the best offer were made by a third

party, Pekao would be entitled to equal thus becoming the

lending bank. Pekao was furthermore entitled and not obliged

to invest in investment firms established by Pirelli Pekao

Real Estate for making future property investments.

Regarding the often mentioned right of Pirelli to purchase the

property put up for sale by Pekao, the Chief Executive Officer

specified   that     Pirelli   Pekao   Real   Estate      held   pre-emptive

rights and not an option for the sale of real estate property

put up for sale by Pekao, at the price proposed by Pekao.

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Should Pirelli Pekao Real Estate not accept the price, Pekao

would   be   entitled    to   sell   the       property   to   others   at   the

proposed price. So far we are not aware of any instances in

which the aforementioned right was exercised by Pirelli Pekao

Real Estate.

The CEO also clarified the point regarding the evaluation of

the 75% stake in Pekao Developement, today known as Pirelli

Pekao Real Estate        and transferred by Pekao to Pirelli. The

transfer     was   the   outcome     of    a    competitive     sale    process

conducted by an international consultant in which 70 potential

buyers had been invited to participate. The offer received

from Pirelli was the highest and it was chosen as the most

attractive by both Pekao and all of its shareholders. The

Chief Executive Officer emphasised the lack of any possible

connection between the Olimpia deal in Italy and the creation

of the Pekao Pirelli Real Estate joint venture in Poland,

which was driven by market logics alone and finalised in line

with international standards both in terms of the relevant

valuation and contractual conditions.

Moreover, UniCredit had not exercised any influence on Pekao’s

decisions and the fact that the Chief Executive Officer was a

member of the Board of Directors of Olimpia, in his opinion,

174
did not constitute any conflict of interest whatsoever.

Regarding the claim of 2.5 billion EURs in damages on the part

of the minority shareholders in respect of the Chopin Project,

the    CEO   noted   that   no    legal     action     or   petition     had   been

notified to Pekao or any other member company of the Group.

Conversely, regarding the question about provisions for risks

associated with litigation involving minority shareholders in

Germany as well as in Poland (where the Group’s arguments had

been    sustained    in    the   first     instance)    the     Chief   Executive

Officer pointed out that if the question – albeit vague –

referred to the transfer of BA-CA from HVB to UniCredit, no

ruling of the Munich Court had pertained to the price paid for

the sale, as explicitly declared by the Court itself in a

press    release.    The    Munich       Court   had    ruled    in     the    first

instance     only    as    to    alleged    formal      flaws    in     particular

relating to the conduct of the HVB Annual General Meeting that

approved the transaction in 2006. An appeal has been made

against the ruling and UniCredit is confident its arguments

will be upheld. Therefore, there was no reason to review the

transfer price of BA-CA, which had been agreed by UniCredit

and HVB based on valuations by outside experts, confirmed by a

fairness opinion issued by a leading international merchant

175
bank and also audited by KPMG. It was not deemed necessary to

make any provision.

Lastly,     regarding     his    own    position,    the     Chief       Executive

Officer   noted    that    next    year   the     mandate    of    the       current

directors     of   UniCredit      would   be     expiring    and       the    Annual

General meeting called upon to appoint new Directors could

decide who should sit on the Board of Directors.

The   Chief    Executive        Officer   then     went     on    to     reply      to

Shareholder    Chiurazzi        about   the    reasons    that     had       led,   as

evidenced in the financial statements of UniCredit S.p.A., to

an increase in the reserves for risks and charges, which had

risen from 497 million EURs to 1 billion 105 million EURs - a

122% increase.

The increase derived both from the merger with Capitalia and,

therefore the total assets of the two Holding companies, as

well as from an update of the risk estimates for legal, labour

and tax lawsuits.

With reference to the question about which actuarial tables

and which actuary had been used on page 117 of the financial

statements, and the reason why the discount rate had risen

from 4.25% to 5.25%, the Chief Executive Officer replied that

Tables RG48 had been used with an age decrease of five years

176
for women. These tables were the most popular in Italy, had

been used by UniCredit since the first IAS implementation, and

were also those used by Capitalia.

Regarding the actuaries used, the main actuaries were Towers &

Perrin for the UniCredit Group and Studio Gismondi for the

former Capitalia Group.

As to the increased discount rate, the CEO recalled that IAS

Standard 19 required the actualisation rate to be determined

with reference to market yields on the balance sheet date of

the   stocks   of   primary   corporations    (AA    rating)     of   average

value and duration in line with that of liabilities. The index

for this yield on EUR-denominated AA-rated stocks was around

5.35% as at 31 December 2007, having undergone an increase of

about 0.8% in 2007. This justified the rate used by UniCredit,

which was in any case fully in line with that used by other

Italian and EURpean companies for IAS 19 calculations for EUR-

denominated liabilities.

On the question of the flow methodology used for internal

pension funds, in particular the Fia Rolo Fund, the Chief

Executive   Officer    explained     that   the    fund   in   question   was

sized by estimating its amount upon termination of the last

pension   benefit,    and     its   bonds   were    calculated    based   on

177
statutory regulations.

The Chief Executive Officer confirmed to Shareholder Trimarchi

that    value    creation       was     the    main     driver       of    the   Group’s

management team, as evidenced by the data reported earlier on

UniCredit’s performance between 1994 and 2008, which the CEO

felt provided a more comprehensive picture than the figures

for the last 12 months, which instead were not indicative for

assessing    total       shareholder          return:    it   would        probably     be

fairer to refer to the EVA for 2007, which for UniCredit was

up    8%.    Moreover,         the    incentive    system       in    place      for   top

management was linked to the performance of the stock and in

this respect, the interests of shareholders and management

coincided.

The    Shareholder       was    also     advised       that   as      in   many    other

countries       around    the        world,    there    was     no    provision        for

refunding shareholders their expenses for attending the Annual

General Meeting, nor did the members of the Board of Directors

receive     compensation        for     attending;       they    only       received     a

refund of out-of-pocket expenses.

The Group had recently introduced plans to increase the number

of women in the top management team, but the CEO added that

this was not his responsibility, rather it was up to the

178
shareholders      to   define       the    membership      of     the    Board   of

Directors,      and    possibly       take    this       aspect     in     to    due

consideration.

Having pointed out that as to the issues raised by shareholder

Bertani – i.e. the rating attributed by Moody’s, exposure to

sub    prime   mortgages,     the    Banco   di    Sicilia,       Mediobanca     and

Generali – replies had already been supplied in response to

previous questions, the Chief Executive Officer again told

Shareholder Pedersoli that to gain a balanced picture of the

company’s situation, rather than analyse UniCredit S.p.A.’s

accounts, which as the holding company featured limited direct

banking    operations,        it     was     advisable      to      examine      the

consolidated financial statements.

On the topic of the Italpetroli Group and UniCredit’s position

with    respect   to    the    admission      of     a   possible        additional

stakeholder for A.S. Roma, Mr. Profumo pointed out that the

UniCredit Group’s exposure was lower than the amount suggested

by the Shareholder in his comments. He also indicated that the

restructuring plan for the Italpetroli Group was still under

discussion and therefore no details could be provided as to

possible assets to be divested. Evaluations of the call option

held by the UniCredit Group would therefore be made following

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the     debt   renegotiation.        UniCredit      was       not     involved    in

negotiations to sell of the assets of the Italpetroli Group

and, with particular reference to the sale of the A.S. Roma

soccer club, referred to the joint press release dated 23

April 2008 issued by A.S Roma and Compagnia Italpetroli in

which the latter company, as the indirect owners of A.S Roma,

specified that they had “neither initiated nor announced any

initiative     or   procedure     for    the    purposes      of     divesting    the

controlling interest in A.S Roma”.

The    strategy     for   managing      relations      with     Italpetroli,       as

adopted by the Banca di Roma and shared now by the UniCredit

Group, aimed to safeguard the credit position of the Bank

through a policy of enhancing the value of the Italpetroli

Group    to    guarantee    repayment      of    its     debt,       and   also    to

safeguard shareholders.

With    reference    to    the   mention   made     by    the       Shareholder    of

financing granted “for political reasons” to customers related

to the former Capitalia Group, the CEO emphasised that, in

line with the Group policy in all the countries in which it

operates – UniCredit issues and will continue to issue credit

only based on creditworthiness criteria.

Regarding the Group’s interest in the sale of a stake in

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Alitalia, the Chief Executive Officer reminded shareholders

that    in    the   first   stage    of   the   sale    of   the   controlling

interest held by the Treasury Ministry, the Group – through

its investment bank – had expressed a potential interest on

behalf of a customer, but it did not have any interest of its

own. In the future, any opportunities to operate on behalf of

customers would continue to be assessed on a case by case

basis.

Replying to the Shareholder who mentioned the investment in

Kataweb to acquire a 5% share of the company, the CEO pointed

out that this investment dated back to a particular time in

which there was great interest being displayed in the so—

called New Economy and that – while some decisions may now

appear debatable – nonetheless the growth of the UniCredit

stock price as mentioned earlier, indicated that the majority

of the decisions take by management were actually spot-on.

In    reply   to    Shareholder     Cassarà,    the    CEO   stated   that   the

participation of employees in UniCredit’s capital was viewed

as absolutely fundamental, as evidenced by the request for

approval, on today’s agenda, of a specific all-employee share

ownership plan; similarly, it was deemed essential to offer

shareholders every opportunity to participate. He added that

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the articles of association confirmed current regulations on

the solicitation and collection of voting proxies: While not

envisaging specific facilitations for employee attendance, the

UniCredit articles of association did include a special clause

on     the    subject     of    postal       voting.     This     provision      was

subsequently revoked by the Annual General Meeting since it

was never used by shareholders, yet attracted very high costs

to operate.

Concerning     the    increase       in   the    compensation     of   directors,

statutory auditors and senior executives, Mr. Profumo advised

that    the    rise     was    due   mainly      to    the   larger    number    of

executives with strategic responsibilities, whose remuneration

was shown in the financial statements: from 19 to 25. This was

due to a reorganisation of the group structure last July, in

order to adapt the Group to the new organisational challenges

arising form the acquisition of the Capitalia Group. A special

incentive had to be paid to the Group’s senior management, and

the    fixed   salaries        and   short      term   incentives      of   certain

managers had to be brought in line with market practices, in

compliance     with     the    remuneration       policies      approved    by   the

Board of Directors.

The average remuneration reported in the financial statements

182
of the 25 senior executives with strategic responsibilities,

as mentioned earlier, was 2 million 183 thousand EURs.

In regards to the question raised by Mr. Santoro, UniCredit

was   not   familiar    with    the    legal    proceedings,       with   the

exception of those that Shareholder Santoro attached to the

letter he addressed to the Chief Executive Officer: the case

was before the judicial authorities who would hand down their

decision, and as in previous cases, UniCredit did not want to

comment on matters still awaiting the decision of the court.

Concerning the amount of provisions allocated by UniCredit to

pay   the   5   billion    EURs       claimed   by   the     Extraordinary

Commissioner    of   Parmalat   S.p.A.,    in   reply   to   the    question

addressed by Mr. Santoro to the Board of Statutory Auditors,

the CEO clarified that at present no such provision had been

made since the question was groundless (and indeed appeared

inadmissible). The criteria adopted by the Commissioner to

quantify damages were not such as to allow the risk of payment

to be determined reliably.

Regarding the next question, also addressed to the Statutory

Auditors, about the reasons why Capitalia S.p.A. did not vote

in favour of bringing a corporate liability suit against Mr.

Ciarrapico when he was a director of the Sanità company, the

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Chief Executive Officer explained that generally speaking a

Shareholder’s vote cannot be challenged by other shareholders,

and in any case the matter took place before the merger of

Capitalia S.p.A. with UniCredit.

Replying to Mr. Le Pera, the CEO pointed out that UniCredit

had complied with many requirements in the area of governance

that had emerged from international best practices. Regarding

tools for communicating with shareholders and investors, he

mentioned the governance section of the company’s website as a

good example much appreciated by investors, and which had been

awarded a prize by independent bodies. He reassured Mr. Le

Pera that should the opportunity arise to invest in tools for

improving its governance, UniCredit would be willing to grasp

them readily.

He    thanked    Mr.     D’Atri   for    his   suggestions   regarding   the

sustainability report and advised that workplace accidents in

the Group in 2007 were below the service sector average.

The Chief Executive Officer then went on to reply to Mr. Papa

about the methods used to ensure that the personnel incentive

systems were in line with the objective of creating value.

Referring       to   a   reply    to    Shareholder   Trimarchi,   the   CEO

recalled that annual bonuses were linked to achieving the EPS

184
target, which in turn was closely linked to the ability to

generate Economic Value Added which, in turn, was linked to

the value of the dividend paid to shareholders.

Concerning the question about the outcomes of the inspection

on the use of funds for donations as per article 23 of the

articles of association of Capitalia and mentioned in the TV

program mentioned earlier, the Chief Executive Officer advised

that    the    issues     detected     during    the     inspection     had    been

analysed and the residual funds would be used in accordance

with the strictest donation procedures currently in place at

UniCredit.

Replying      to     Shareholder      Masetti,     the     CEO    advised      that

provisions         for   legal     charges   relative      to    disputes      with

personnel of the Banco di Sicilia amounted to 2.2 million EURs

in 2007 and as at 31 December2007 the fund totalled 13 million

EURs.

As regards the question about allowing employee associations

to share in the governance of UniCredit, the Chief Executive

Officer specified that if by sharing the shareholder meant

establishing        an   ongoing    and   constructive      dialogue     for   the

purposes      of    discussing     strategic     decisions,      this   not    only

could be envisaged but was already taking place today thanks

185
to the role and activities of the UniCredit EURpean Works

Council.      UniCredit       was     the       first        large       EURpean      bank     to

successfully     introduce          an     information         and        advisory     channel

such as the EURpean Works Council. If instead the shareholder

was    referring       to    the      possibility             of    including         employee

representatives on the governing bodies of the company, the

CEO replied that not only was this not envisaged under Italian

law,   but     that    even      among         union    organisations           there        were

discussions      going        on      as       to      the     advisedness           of      such

representation, although such experiences did exist within the

limits   set    by     local       regulations,          in    Germany,         Austria       and

several Central and Eastern EURpean countries.

The    Chief    Executive          Officer          thanked        the    shareholder         for

expressing his appreciation of the financial statements.

Acknowledging         Shareholder          Angeletti’s             question         about    the

Group’s position in respect of the matter involving the A.S.

Roma   soccer    club,      and     referring          to     the    reply      supplied       to

Shareholder Pedersoli, the CEO reassured Mr. Sadek Migirab

Yousef that the feasibility in terms of cost/benefits would be

considered regarding the possible opening of a representative

office   in    Libya,       as   he      had    suggested.          While      thanking       the

shareholder      for    his      favourable            comments          on   the    financial

186
statements, the CEO confirmed that changes to the organisation

of the Annual General Meeting were constantly monitored so as

to ensure that the proceedings ran as smoothly as possible.

The Chief Executive Officer then replied to the question asked

by Shareholder Monticelli about the accounting evidence of

risks     for     UniCredit     as    the     successor      of   undertakings

originally       assumed   by   the   Banco    di   Roma,    Banco   di    Santo

Spirito    and    Cassa    di   Risparmio     Holding   in    respect     of   the

Chairman of the Banco di Roma employees pension fund.

The Chief Executive Officer stated that, generally speaking,

the criteria based on which the provisions were accounted for

in the financial statements relied on risk assessments that

the company made also in relation to partial outcomes of the

judgement. In the case in point, these criteria were respected

and consideration was given to the favourable outcome of the

last ruling regarding the case in point.

Replying to Mr. Rosania – who wanted information about the

performance of the UniCredit stock price – the Chief Executive

Officer first pointed out that over the past 12 months the

stock had underperformed; however, at the start of the period

under consideration, the stock had reached its all time high

even following rumours of possible deals between UniCredit and

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Société Générale. Conversely, since the start of the financial

crisis (July 2007), the UniCredit stock had overperformed with

respect    to   the      EURpean    banking   benchmark       (Dow    Jones    Stoxx

Bank), which had dropped -24.65% compared to the UniCredit

stock, which had dropped -21.57%. Naturally the trend did not

generate any cause for satisfaction, but performance has to be

measured against the right market scenario, and in any case

shareholders should be confident going forward since the work

the    Group        is     doing    will      undoubtedly          generate     much

satisfaction.

With reference to the question as to whether payments and

provisions had been made for the Cirio case, the CEO explained

that following the sentence passed by the lower court – for

which so far no payment has yet been demanded and against

which an appeal had been filed – funds had been allocated to

cover what currently appears to be the amount that UniCredit

might have to pay.

The   Chief     Executive      Officer     told    the     shareholder    that    he

believed      the        Chairman    should       answer     the     request     for

clarifications as to the increase in his compensation in 2007

versus 2006, and then went on to say that he agreed with Mr.

Rosania as to the need to develop a corporate culture that

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safeguards     and     adequately       rewards     the      role        of     minority

shareholders    in     all     companies,      while        at     the        same    time

respecting    all     specific       roles    and   the     need      for       all    the

stakeholders involved to share the aim of pursing the common

good of the company.

Lastly, he advised that there was no accounting evidence of

the so-called “Treasury stock” mentioned some time back in the

merger report of Banca Mediterranea with Capitalia.

The Chairman then took the floor and on the invitation of the

Chief Executive Officer and replying to the question about Mr.

Profumo’s    compensation,           stated     that        according           to     the

governance     model     adopted,       the    Chief      Executive            Officer’s

remuneration    was    established       and   approved          by   the      Board   of

Directors,     based      on     the      favourable         opinion            of     the

Remuneration Committee, and was set following an analysis of

market trends and reference benchmarks. Market analyses are

conducted by independent outside consultants and the findings

are compared with comparable results for a select peer group.

Based on just such an analysis, the position of the Chief

Executive    Officer     was    found    to    be   in      line      with      that   of

counterparts    working        for   competitors       at    the      international

level. If the CEO’s compensation had increased from last year,

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it was because greater emphasis had been placed on certain

factors with respect to the bonus. In point of fact, changes

had been made to the mix of the CEO’s compensation, with an

increase      in   fees,   non-monetary    benefits,       compensation         and

bonuses in general, and a decrease in the value of his Long

Term   Incentive     Plan.   The     overall    increase   amounted       to    12%

compared      to   2006,   which   was   fully    in    line   with      that   of

comparable individuals and international benchmarks, besides

being in line with the performance posted by Mr. Profumo. In

light of the foregoing, therefore, the increase awarded to Mr.

Profumo appeared to be more than justified,

The Chief Executive Officer then took the floor again and

replied to Shareholder Valentini’s question about the possible

transfer      of   the   company’s    operating    offices     to    Rome:      the

answer was no and this had always been clearly communicated

throughout the merger process with Capitalia. Though the Group

operated across the country, the operating headquarters of the

holding company would stay in Milan.

Shareholder Clementi had asked for details about the deferred

tax write-downs and the Chief Executive Officer advised that

the    most   important    variations     had    been   caused      by   two    tax

reforms, in Italy and Germany. The German tax reform had been

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approved in July and introduced in 2008, while the Italian

reform had been included in the 2008 budget law. The value of

deferred taxes had therefore been reduced.

Regarding the request for clarifications on the impacts of the

transfer to the so-called “bad company” (Aspra Finance) of non

performing loans on UniCredit’s financial statements, the CEO

advised that these impacts would consist in removing from the

UniCredit S.p.A. statutory accounts the NPLs inherited from

Capitalia and amounting to 4.5 billion EURs. At the same time

UniCredit would open a line of credit and supply the credit

required by Aspra Finance to conduct its business. Regarding

the question about possible provisions made with reference to

the   civil    and    criminal   proceedings     involving    Parmalat,       Mr.

Profumo advised that it was not currently possible to reliable

forecast      for    civil    liability     risks     such   as   to    justify

allocating reserves to the balance sheet, also in view of the

failure of the plaintiffs to quantify the claim and of the

fact that the proceedings were still very much in the initial

stages.

As to the reference on pages 105-109 of the explanatory notes

to    the   financial    statements,      and   the   observation      that   the

provisions     made     in   respect   of   disputes    pertaining      to    the

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former Capitalia did not appear to be inspired by prudential

criteria, the CEO felt that, as declared in the accounts,

these provisions were adequate and in line with the relevant

accounting standards.

Conversely, as regards the alleged difference between the data

reported on page 39 of the management report and the data

reported     on     page    102    of    the     explanatory      notes,    the      Chief

Executive Officer advised that the non performing and doubtful

loans pertaining to Capitalia stated on page 139 were referred

to the whole Group, whilst those on page 102 referred only to

the holding company. The positive adjustment on the asset side

of 1 billion 426 million was basically determined by the fair

value   of    the     performing         loans    which     was   higher     than      the

corresponding        par     value.       The     adjustments        to    liabilities

amounting to 250 million (higher liabilities) were due to the

items listed on page105 (in particular bonds and CDs issued,

reserves     for     risks       and    charges,    including        invoices     to   be

received for legal fees and credit collection).

Lastly,      with    regard        to    the     requests      for    details        about

extraordinary assets and liabilities, the CEO pointed out that

after     applying         the    IAS    principles       as      required      by     the

regulations and schedules set out by the Bank of Italy, such

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items were no longer represented as own items.

Going on to the issue raised by Shareholder Di Principe about

payments made into the Cassa di Risparmio di Roma pension fund

to redeem university degrees, the Chief Executive Officer said

that the issue was being examined by the appropriate offices

which   believed       that     they   had    behaved     in    compliance       with

applicable regulations, and reminded the shareholder that a

dispute was pending and a positive outcome was hoped for.

Mr. Michel MARBOT took the floor to complain that the Chief

Executive      Officer    had    not   referred      to   the    shareholder      he

represented     but    rather     to himself      directly,      thus       breaching

banking secrecy rules.

Specifically      with    reference      to    the   “Chopin         project”,   Mr.

Marbot stated that the contract had been signed by Marina

Natale representing UniCredit.

He denied that the Chopin project had ever been implemented

because the first application was in respect of the sale of

Pekao for 25 million EURs; six months later the company had

taken 75% from Pirelli, and resold a third of the projects for

twice the price of the entire company.

Mr.   Marbot    then     mentioned     several    details       of    the    contract

according to which if the intention was to sell, Pirelli would

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establish the price and therefore the only opportunity left

for them was not to sell anything for 25 years.

Contrary to what the Chief Executive Officer had stated, the

Chopin project was being implemented through a dozen projects

of immense value.

He emphasised the existence of a serious conflict of interest

for Mr.    Profumo, as there was a conflict of interest for

anyone who at the same time represented both the buyer and the

seller, and was fully aware of the situation of both parties.

Complying with the invitation of the Chairman to respect the

time limits for comments from the podium, Mr. Marbot concluded

by claiming hat in Poland, the Bank – contrary to its policy

of not paying out higher dividends than profits – had actually

paid out higher dividends than profits in order to empty the

Polish branches.

Shareholder Riccardo DOBRILLA took the floor and in reference

to the reply supplied by the Chief Executive Officer, who

stated    that   the   "fund"   was    a    mere   balance    sheet     entry,

specified that already two judges of the Rome Court had issued

rulings   according    to   which     the   fund   was   a   separate    asset

pursuant to art. 2117 of the civil code.

The Shareholder maintained that the same mistake that Mr. Arpe

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had made at the previous budget meeting was being repeated

here due to incorrect information supplied by the offices of

the Bank.

With   reference    to    the     "fairness     principle"    claimed     by   the

Chief Executive Officer to be inspiring the search for a long-

awaited    solution      to    this   old    problem,   Shareholder      Dobrilla

quoted the teachings of Don Milani according to whom "nothing

could be less fair than sharing equal parts among those who

are not equal".

It was not fair to divide a loaf of bread equally between one

who is starving and another who is full.

Shareholder Elman ROSANIA took the floor and read a document

entitled: “A brief reply by Elman Rosania" to the effect that:

"Representing      the        minority      shareholders    from   the    former

Southern     subsidiary         Banca       Mediterranea,    Elman       Rosania,

Fabrizio Clementi and Francesco Antonio Papa, hereby declare

that they are dissatisfied with the replies addressed to their

comments by the top management of UniCredit. They reiterate

their request for a full transcription of their respective

comments in the written record of today’s meeting, on the

first item on the agenda. Elman Rosania insists, as expressly

stated earlier, also on attaching to the minutes of today’s

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meeting, pages 1, 40, 57, 58, 59, 61 and 63 of ruling nr. 71

of    2008,    issued       recently       by    the       civil    court    of    Melfi      in

Basilicata, Southern Italy, which we handed over during the

aforesaid      comments       to   the     Chairman          of     the    Meeting      by   the

Notary Public, and must be regarded as an integral part of his

comments to the first item on the agenda. He hereby announces

he will not be participating in the voting on the approval of

the financial statements for the period ending 31 December

2007 of UniCredit, and at this late hour of the day, 6:30pm

asks    that    his     name    be     placed         on     the    list    of    non-voting

shareholders         together        with        the        other     shareholders           and

professionals still attending the meeting and connected with

the Southern minority."

The Shareholder then addressed the Chairman, and said that as

regards       his     comments        on        the        compensation          granted      to

Mr.Profumo,         there    was     nothing      personal;          it    was    merely     an

observation, he did not intend to question the legitimacy of

the increase or decrease, because he had also noted that the

Chairman had had a decrease of 7%. He wished Mr. Profumo and

the other Board members and senior executives all the success

they deserved.

Shareholder         Francesco        SANTORO          took    the     floor       and    after

196
expressing his thanks for the excellent buffet, which was a

change    from   previous    Annual       General   Meetings,     critised       the

Chief    Executive    Officer      for    failing   to   reply    to     the    most

relevant questions that had emerged during the meeting.

Like other shareholders, he also wanted to know where the

former Cassa di Risparmio Pension Fund’s money had ended up.

He asked why the Bank had not yet asked Chairman Geronzi to

return the 20 million EURs he had been given illegitimately,

according to the Shareholder, and why no liability claim had

been made for the "Sanità" affair, which would undoubtedly be

admitted   since     the   magistrature       had   already     expressed       this

opinion.

Shareholder Giovanni ANTOLINI took the floor only to point

out, as he had done earlier, that the rules for "on line"

transactions     needed     to    be     changed,   as   well    as     those   for

holding    and   managing        securities    so   as   to     avoid    damaging

customers, as had occurred in the past.

Shareholder Giovanni DI PRINCIPE reiterated the point he had

made earlier and asked why the bank would want to enter into

an expensive lawsuit while it could directly recognise the

rights of a pensioner who had paid huge sums of money to

redeem his university studies.

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Shareholder   Lanfranco   PEDERSOLI   stated   that   he   could   not

understand why, in spite of Mr. Profumo’s reply.

As no other participant asked to take the floor, the Chairman

declared the debate closed.

                 VOTING ON ITEM 1 ON THE AGENDA

The Chairman subsequently proceeded to conduct the ballot on

item 1 on the agenda.

He invited any shareholders who might have momentarily left

the room to return to their seats and stay there until the

voting was concluded.

Participants were asked to take note of any exclusions from

the right to vote, or restrictions thereon, pursuant to:

-     articles 120, 121 and 122 of Legislative Decree nr. 58

of 24 February 1998 (the Italian Consolidated Law on Finance);

-     sections 19, 20 and 24 of Legislative Decree nr. 385

dated 1 September 1993;

-     article 2359 bis of the Italian Civil Code ;

-     article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

"Approval of the Financial Statements for the period ending 31

198
December 2007"

He    invited       all    voters    to   cast   their       votes    by   using      the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting closed.

The Chairman announced the result of the vote as follows:

- 5,096,141,295 votes in favour, corresponding to 98.760410%

of    the     share       capital    present     and     entitled     to   vote       and

38.189185% of the ordinary share capital.

The       Chairman    thus     announced       that    the    proposal     had       been

approved, and asked me, Notary, to provide the Shareholders

with the details of the vote

I, Notary, communicated that:

-    89    persons    entitled       to   vote   took     part   in     the     voting,

representing 5,160,105,453 ordinary shares, corresponding to

38.       668516%     of     the     ordinary     share      capital,      of        which

787,985,879         present    in    person     and    4,372,119,574       by    proxy.

5,160,105,453             ordinary    shares      were       admitted      to        vote,

corresponding         to     100%    of   the    shares      represented        at    the

meeting;

- 5,096,141,295 votes in favour, corresponding to 98.760410%

of    the     share       capital    present     and     entitled     to   vote       and

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38.189185% of the ordinary share capital;

- 1,283,611 votes against, corresponding to 0.024876% of the

share capital present and entitled to vote and 0.009619% of

the ordinary share capital;

- 54,335,024 abstentions, corresponding to 1.052983% of the

share capital present and entitled to vote and 0.407173% of

the ordinary share capital;

-   8,345,523    not   voting,   corresponding   to   0.161732%    of   the

share capital present and entitled to vote and 0.062539% of

the ordinary share capital.

- The total of votes accounted for 5,160,105,453 shares.

I, Notary Public, read out the list of the Shareholders who

voted   against    the   motion,   abstained   or   did   not   vote,   and

invited    the     attendants      to   report      any   omissions     or

discrepancies in the list. Nobody asked to take the floor.

The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

                   VOTING ON ITEM 2 ON THE AGENDA

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“Allocation of the net profit of the year”

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He    invited    all    voters   to   cast   their       votes    by   using    the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting closed.

The Chairman announced the result of the vote as follows:

- 5,151,731,290 votes in favour, corresponding to 98.839953%

of    the     share    capital   present     and    entitled      to   vote     and

38.605762% of ordinary capital.

The       Chairman    thus   announced   that      the    proposal     had     been

approved, and asked me, Notary, to provide the Shareholders

with the details of the vote

I, Notary, communicated that:

-    75    persons    entitled   to   vote   took    part    in    the   voting,

representing 5,159,989,675 ordinary shares, corresponding to

38.667649% of the ordinary share capital, of which 787,978,782

present in person and 4,372,010,893 by proxy. 5,159,989,675

ordinary shares were admitted to vote, corresponding to 100%

of the shares represented at the meeting;

- 5,151,731,290 votes in favour, corresponding to 99.839953%

of    the     share    capital   present     and    entitled      to   vote     and

38.605762% of the ordinary share capital.

- 202 votes against, corresponding to 0.000004% of the share

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capital present and entitled to vote and 0.000002% of the

ordinary share capital;

- 8,931 abstentions, corresponding to 0,000173% of the share

capital present and entitled to vote and 0.000067% of the

ordinary share capital;

-   8,249,252     not    voting,   corresponding        to      0.159870%   of   the

share capital present and entitled to vote and 0.061818% of

the ordinary share capital;

- The total of votes accounted for 5,159,989,675 shares.

I, Notary Public, read out the list of the Shareholders who

voted    against    the    motion,     abstained     or      did   not   vote,   and

invited     the     attendants         to     report       any     omissions     or

discrepancies in the list. Nobody asked to take the floor.

The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

The     Chairman        consequently        proceeded      to      introduce     the

discussion on

                             Item 3 on the agenda

“Long   Term    Incentive     Plan     2008    for   the     Top    Management    of

UniCredit Group”

In consideration of the fact that the Directors’ Reports on

the issues in question had been filed in accordance with the

202
law as well as included in the printed folder distributed to

all those in attendance and sent to the shareholders who had

requested it, the Chairman proposed that – with the Meeting’s

consent - the entire text be not read out, and invited the

Chief Executive Officer to illustrate the key points of the

proposal, with the aid of some slides.

The Chairman further informed the Shareholders that the Bank

of Italy, previously informed on the matter, had requested to

complement the information provided to the Shareholders and

the relevant motion in line with the provisions of the New

Supervisory      Provisions       Concerning       Banks’   Organisation    and

Corporate Governance issued by the Regulatory Authority on 4

March 2008.

In particular, the Bank of Italy had requested the preparation

of    an    additional      report   to   the      Annual   General   Meeting

substantiating      that    the    approved     compensation    policies   and

incentive plans were consistent with risk management and long-

term strategies, also in view of a correct balance between the

fixed      and   variable    components       of    remuneration   and,    with

reference to the latter, in view of risk weighting systems and

mechanisms such as to ensure that the retribution be linked

with effective and lasting results.

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The additional information requested by the Bank of Italy had

been included in the folder distributed to all participants,

and would be briefly presented by the Chief Executive Officer,

omitting – with the Shareholders’ consent – to read it out in

full.

No objections having been raised, the Chief Executive Officer

took the floor and, with the aid of a slide presentation,

illustrated    the     UniCredit    Long     Term    Incentive        Plan   2008

(“LTIP”).

Long-term     incentives     constituted      a      key   element      of   the

UniCredit    Group’s    remuneration       policy,    which     was    marketand

performance-oriented. UniCredit’s Annual General Meeting had

supported this approach since the year 2000: several stock-

based LTI plans had, in fact, been approved and assigned to

selected groups of employees. Most recently on 10 may 2007,

the Annual General Meeting had approved the “Group LTI Plan

2007” currently being executed.

In    consideration    of   the   success    achieved      by   the    incentive

plans thus far proposed, in line with the Group‘s remuneration

policy and with the best practices worldwide, it was proposed

to launch a new long-term incentive plan, with characteristics

similar to those of the “Group LTI Plan 2007”. The LTIP was

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based   on    the    attribution     of    stock   options    and    performance

shares to a selected number of Top and Senior Managers and

Strategic Talents of the UniCredit Group, in order to: (i)

support an increase in the value of UniCredit’s shares in line

with    the    shareholders’         expectations;      (ii)incentivate         the

achievement of the Group’s strategic objectives; (iii) retain

key    talents      for   the    Group’s   success;    (iv)     be   effectively

competitive on the international remuneration market. For this

purpose, the Annual General Meeting                was now asked – in its

ordinary session - to approve the LTIP in accordance with

current      regulatory     provisions,     and    –   in   its   extraordinary

session – to grant powers to the Board of Directors to proceed

to the capital increase related to the execution of the same

LTIP.

The LTIP was highly selective, and focused on the Top and

Senior Management and on the Strategic Talents: The increase

in the Group population (from 140,000 resources in 2007 to

180,000       resources         in   the    current     year)        involved    a

corresponding increase in the total number of the potential

beneficiaries of the Plan (from 860 to 1,100) even though the

selectivity rate had been left unaltered (0.6%).

The identifies beneficiary groups were 5 in number: the first

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included the CEO Office (4 people); the second included the

Senior       Executive    Vice       Presidents      (10    people),       the     third

included the Executive Vice presidents (about 90 people), the

fourth included the Senior Vice Presidents (about 800 people),

and    the    last   included        selected     Vice     Presidents       &    Talents

(about 200 people).

Like in the previous year, the actual beneficiaries of the

LTIP    and    the   number     of    the    stock    options        and   performance

shares to be assigned individually were to be determined in

accordance      with     the   following      criteria:         (i) alignment       with

corporate values (in terms of awareness, interiorisation and

consistent      behaviour);       (ii)      relevance      of   the position        held

(i.e.    strategic       impact      on     business       results     and/or      group

governance); (iii) retention needs (i.e. the need to retain,

within the Group, high-potential talents who are particularly

on demand in the market); (iv) performance/potential levels

(i.e.    is,    performance       and       achievements        vis-à-vis       expected

results).

The free assignment of shares (performance shares) to the LTIP

beneficiaries        would      be     subject       to     the      achievement      of

performance targets set out by the                         Group Strategic Plan,

approved      and    –   if    necessary      –   amended       by   the    Board,    as

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verified   at     the       end   of   the    last   year    of   the   three-year

reference period.

The stock options had to be attributed by May 2009 by Board

resolution, and could be exercised 4 years after the grant

date (vesting period); they could be exercised for a period of

6 years (exercise period), in line with the criteria and terms

decided by the Board of Directors in the relevant resolution.

The stock option exercise price would be determined by the

Board of Directors as the arithmetic mean of the official

market price of UniCredit ordinary shares in the month prior

to the Board’s resolution to implement the grant.

Performance       share       were     free    UniCredit      ordinary     shares,

assigned on achievement of the performance targets set out in

the Group Strategic Plan approved and, if necessary, amended

by the Board of Directors. The performance would be assessed

in the period between 2009 and 2011; consequently, the shares

attributed by the Board of Directors by May 2009 would be

assigned together and at once in 2012, subject to achievement

of the performance targets.

Based on the powers delegated by the Annual General Meeting,

pursuant     to      art.    2443      of    the   Italian    Civil     Code,   the

assignment      of    the     stock     options      and    the   attribution   of

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performance shares would be decided – as in the past – by the

Board of Directors In consideration of the market trends and

the increase in the          number of potential beneficiaries, the

LTIP would be executed by the issuing of a maximum number of

122,180,500 stock options (corresponding to an equal number of

UniCredit       ordinary    shares)     and     of        a    maximum      number    of

24,879,500       performance      shares.           The       consequent        maximum

potential impact on the share capital would be equal to 1.1%

(0.91%    with    respect   to    the   stock       options,      and       0.19%    with

respect    to    the   performance      shares),          in    line     with   market

practices and the guidelines of institutional investors.

The Chief Executive Officer illustrated the terms of the total

capital    dilution     arising    from       the    execution         of    incentive

plans: such dilution resulted to be equal to 2.56% for the

previous plans and, considering the above-mentioned incidence

of the LTIP (1.1%), it would be equal to 3.66% in total, in

line with the rate estimated in 2005, when considering annual

allocations until 2008 (3.92%).

The estimated IAS cost of the LTIP was equal to EUR 112.8

million, subdivided into the vesting years in line with IAS

accounting principles.

The Chairman resumed the floor and read out the following

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proposal of the Board of Directors on item 3 on the agenda:

“Dear Shareholders,

If you agree with the above proposal, you                                 are invited to

approve it by adopting the following resolution:

“The    ordinary        annual       general     meeting         of    UniCredit    S.p.A.,

having heard the directors' proposal, and having acknowledged

that        the    compensation            policies       and     the     incentive       plan

illustrated are in line with the requisites provided for by

the regulatory provisions and, in particular, are consistent

with        the    prudent          risk    management           and     the    long-period

strategies

                                            RESOLVES

1.     to     adopt       a    long-term       incentive          plan     involving      the

allocation of stock options and the promised attribution of

performance         shares      by    May     2009,       to    selected       beneficiaries

belonging         to    the     Management          of    the    UniCredit       Group,    in

accordance         with       the   terms     and    procedures         described     above,

giving the Board of Directors authority to define the detail

in the relevant regulation;

2.    grant       the   Chairman       and/or       the    Chief       Executive   Officer,

jointly and severally, the powers deemed necessary to make any

amendments         and/or       additions       to        this    resolution       and     the

209
documents    comprising       it,   without    altering          the    substance     of

this resolution, in light of any requirements that may arise

to execute the aforesaid resolution.”

The Chairman subsequently opened the floor to debate, asking

the    participants      to   make     their       points       as     succinctly    as

possible.

The shareholder Luigi CHIURAZZI took the floor to reiterate,

in    this   Meeting,    a    point    he    had     made       in   other     previous

meetings, that is, that he was absolutely opposed to any form

of stock option.

He recalled that this practice had been started many years

ago, in order to remunerate – with a small tax obligation – a

director who had to take home 150 billion lire, and this bad

example, not envisaged by the civil code, had progressively

gained ground.

His opinion was that salaries should be raised for those who

deserved     it,   but   shares     should     not       be   handed     out    to   the

detriment of the shareholders.

Though being aware that his proposal could not be voted on in

this Meeting, also in the name of the association he chaired,

comprised of small shareholders, he requested a change to the

articles     of    association,       imposing       a    75%    majority       of   the

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attending shareholders in order to resolve on the issuing of

stock options.

Based       on    the       above    considerations,        he    announced       his       vote

against the motion.

The shareholder Agostino CASSARA' took the floor and expressed

the following points:

“The Associazione Piccoli Azionisti di Unicredito Italiano –

“Azione Unicredit”, though not being opposed in principle to

the    proposed            plans,    based      on    the   reasons      expressed          with

reference to item 1 of the extraordinary session, and based on

what    I    am       now    going    to    highlight,       cannot    but      reject       the

proposal.

Completely available to vote in favour of a similar proposal

in a future Meeting, when, hopefully, the share value trend is

reversed.

UniCredit values, as a central mission of all the companies of

the group, the respect and development of people, of society

and of environmental integrity; the pursuit of such mission is

inspired         by     principles         of   dignity,     devotion,         cooperation,

excellence,           professionalism,           correctness       and     transparency.

Between          such       declarations         of    principles        and     the        true

behaviours            of     the    group       companies,       the   members         of    my

211
association          –    and     not      only      them    –     have    detected         some

incongruence.             A spoil system often and sometimes brutally

applied for the sake of achieving a purpose, and it has been

risked,    and           sometimes       unfortunately            succeeded       in   –     not

respecting the dignity and professional value of individual

co-workers.          Too often does it happen that long-term incentive

plans,    such       as    this      one    of    ours,     are    not    foreign      to   the

behaviours       I       have   summarily         described.        The    association        I

represent hopes that the new group will pursue a more rigorous

policy    on    the       matter,       adequately        sanctioning       any    managers,

even top managers, who violates them or simply allows that

his/her    co-worker            in    his/her      functional        hierarchical           line

infringes or eludes them.

The alternative is the spasmodic goal of those companies which

struggle       to    defend       or       conquer    increasingly         scanty      market

shares and dwindling profits, therefore pressing on prices and

remunerations,            and   making        life    impossible          due   to     unusual

pressures on workers, turning everything and everybody into

China.     It cannot but be a new market aiming at quality in

human relationships, at the customers’ and users’ spontaneous

desire to pay more for a product and service, as long as it is

real quality, as long as they receive good service from true

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professionals, and not only from computer procedures more or

less driven by little machines placed at points of sale, in

the call centres and so on, which should be just an aid and

support      to   the    human   and   professional     relationships     of   a

company with its customers.

In    this    market      I   advocate,    there   is    no     benchmark,     no

comparison with others, except those who can offer the same

product:     a    high-quality    professional     human      service.   We   are

thus voting against:”

As no other participant asked to take the floor, the Chairman

declared the debate closed.

                        VOTING ON ITEM 3 ON THE AGENDA

The   Chairman      subsequently       proceeded   to   conduct    the   ballot

onitem3 on the agenda.

The Chairman asked any shareholders who might have momentarily

left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

- articles 120, 121 and 122 of Legislative Decree no 58 of 24

February 1998 (the Italian Consolidated Law on Finance);

- articles 19, 20 and 24 of legislative decree no. 385 of 1

213
September 1993;

- article 2359 bis of the Italian Civil Code;

- article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“Long     Term   Incentive   Plan    2008   for    the   Top        Management   of

UniCredit Group”

He further invited all voters to cast their votes by using the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting closed.

The Chairman announced the result of the vote as follows:

- votes in favour 4,895,109,137 corresponding to 98.239346% of

the      share   capital   present   and    entitled      to    vote,      and   to

36.682701% of the ordinary share capital.

The      Chairman   thus   announced    that      the    proposal       had   been

approved, and asked me, Notary, to provide the Shareholders

with the details of the vote.

I, Notary, communicated that:

-   52    persons   entitled   to    vote   took    part       in    the   voting,

representing 4,982,839,725 ordinary shares, corresponding to

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37.340132% of the ordinary share capital, of which 783,708,785

shares were represented in person and 4,199,130,940 by proxy.

4,982,839,725      ordinary      shares     were     admitted         to    voting,

corresponding      to    100%   of    the   shares       represented        at    the

Meeting;

- votes in favour 4,895,109,137 corresponding to 98.239346% of

the   share    capital      present   and   entitled           to   vote,   and    to

36.682701% of the ordinary share capital;

- votes against 50,636,161, corresponding to 1.016211% of the

share capital present and entitled to vote, and to 0.379454%

of the ordinary share capital;

- abstentions 28,867.332, corresponding to 0,579335% of the

share capital present and entitled to vote, and to 0.216324%

of the ordinary share capital;

-   not   voting   8,227,095,    corresponding           to    0.165109%    of    the

share capital present and entitled to vote, and to 0.061652%

of the ordinary share capital;

- The total of votes accounted for 4,982,839,725 shares.

Finally,      I,   Notary    Public,      read     out        the   list    of    the

Shareholders who voted against the motion, abstained or did

not vote, and invited the attendants to report any omissions

or discrepancies in the list. Nobody asked to take the floor.

215
The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

The Chairman resumed the floor an proceeded to introduce the

discussion on

                           Item 4 on the agenda

      “All Eployee Stock Ownership Plan of UniCredit Group”

In consideration of the fact that the Directors’ Reports on

the issues in question had been filed in accordance with the

law as well as included in the printed folder distributed to

all those in attendance and sent to the shareholders who had

requested it, the Chairman proposed that – with the Meeting’s

consent - the entire text be not read out, and invited the

Chief Executive Officer to illustrate the key points of the

proposal, with the aid of some slides.

No objections having been raised, the Chief Executive Officer

took the floor and, with the aid of a slide presentation,

illustrated     the   “All    Employee       Stock     Ownership    Plan    of

UniCredit Group” (AESOP Plan”).

In this connection, he recalled that since 2000 UniCredit had

adopted   annually    an    all   employee     stock    ownership   plan    in

Italy.    The   adopted    plan   had   been   successful     in    terms   of

employee participation (80%). 2005, however, had been the last

216
year of adoption of the plans, due to subsequent changes to

the   applicable          tax    and   accounting    regulations,        and    of    the

Group’s enlargement. The plans in question had achieved the

purpose of facilitating and incentivating employees’ ownership

of    company       shares,       which   were     assigned     free    vis-à-vis       a

reduction      of     the       company   bonus,    in   line    with    UniCredit’s

management philosophy which encouraged every employee to have

a sense of belonging to the Group.

The    new     All     Employee        Stock     Ownership      Plan    was     to    be

sustainable and adequate in every tax and regulatory context,

even though a favourable tax treatment, which could generate

further advantages, was not regarded as a priority in the

definition of any new plan.

Considering, however, the success achieved by the plan in the

past, and the aim to reinforce the sense of belonging and the

commitment of all employees, it was proposed that the Annual

General Meeting approve the AESOP Plan for 2008, with the

purpose to give all Group employees the opportunity to invest

in UniCredit shares at favourable conditions.

The AESOP Plan was characterised by a simple structure for the

entire       Group,       in      accordance     with    the     stock     ownership

guidelines          and     with       current      practices     in      the        main

217
multinational groups. The structure of the AESOP Plan was in

conformity with the tax benefit regulation applicable in Italy

(the so-called Visco law); specific favourable tax treatments

applicable in other countries were nonetheless going to be

taken into consideration if in line with main elements and

objectives of the plan.

There would not be any dilution of UniCredit’s share capital

as a consequence of the adoption of the AESOP Plan, as it was

envisaged that the relevant shares would be acquired on the

market.

In explaining the main characteristics of the AESOP Plan, the

Chief     Executive     Officer     emphasised      that     the     UniCredit

employees would be in a position to invest a portion of their

net annual remuneration in the purchase of UniCredit shares at

a 5% discount. The shares would be restricted for 3 years,

during    which   period    the   employees     would    receive    dividends.

After 3 years, those participating in the AESOP Plan would

achieve unrestricted ownership of the purchased shares, plus 1

free share for every 5 acquired at a discount, on condition

that they are still Group employees.

The   AESOP    Plan   included    four   main   execution        phases,   which

could     be   summarised    as   follows:      During     the    first    phase

218
(“election period” September – December 2008) the employees

would decide whether to participate in the plan on a voluntary

basis, and would define a “target amount” by choosing from a

range of contribution rates (5%, 7.5%, max 10%) as percentages

of their net annual remunerations, with a limit of EUR 20,000

per year.

During the second phase (“enrolment period” January – December

2009) the relevant amounts would be withheld from the monthly

salary and/or a one off contribution would be paid. In order

to complete the target amount, during the annual enrolment

period   the       amounts       would       be    deducted    from   the     employees’

salaries and credited to an interest-bearing account. During

the enrolment period, the participants would have the option

to    leave    the       programme       -    and    be     reimbursed    the    amounts

deposited     -     only       under    special      circumstances       (e.g.   in    the

event of resignation, death, illness, disability).

During the third phase of the AESOP Plan (“Target amount +

Interests”         January       2010)       the    UniCredit       shares    would     be

purchased on the market. The participants would receive 1 free

share for every 20 shares purchased (thus benefiting from a 5%

discount      on     the       share    price).       All     the   shares     would   be

restricted         for     3    years    (i.e.       until     January       2013).    The

219
participants       would        be     paid        dividend        event       during        the

restriction period.

In    the    fourth     phase         (“Matching”          –     Januray        2010),       the

participants      would      receive        1     restricted       share       for    every    5

shares      purchased     at    a    discount.       The        above    share       would    be

restricted for 3 years (until January 2013). The participants

would receive the dividend of such matching share at the end

of    the    restriction       period.          Participants           would    lose     their

“matching       shares”        if     they        left    the      Group       during        the

restriction period (except for certain admissible reasons such

as     death,     disability,               retirement).          In       general,          the

participants      in    the         plan     would       have     the    possibility          to

withdraw from the programme under special circumstances (e.g.

death, illness, disability) at any stage before the end of the

restriction      period,        but        they    would        lose    their        “matching

shares”.

As previously stated, the Chief Executive Officer emphasised

that the AESOP Plan was designed to make use of shares to be

purchased on the market, and consequently did not involve any

diluting     effect     on     the    share       capital.       Furthermore,          because

UniCredit would encourage all the employees of Group Companies

to acquire UniCredit shares on the market, the implementation

220
of the AESOP Plan would not require that the Company purchase

its own shares, so that              the provisions (and restrictions) on

this matter, as set out by articles 2357 and following of the

Italian Civil Code, would not be applicable. For this purpose,

the   Group     employees      who    decide      to      join   the    AESOP      would

instruct    a   broker,     internal       or     external       to    the    UniCredit

Group, to acquire the shares and to deposit them in an account

to their name.

In concluding the presentation of the AESOP Plan, the Chief

Executive Officer informed that the estimated cost for the

offer of the free shares was about EUR 34.6 million, on the

assumption that 38% of the Group employees would participate

in the plan, with a maximum contribution rate of 10% of the

annual fixed remuneration. The above cost, to be distributed

over the 4-year period of the AESOP (from January 2009 to

January    2013)   would       be    higher     in   the    event      of    a   greater

participation      rate     (up       to    EUR      72    million          assuming   a

participation      of    80%    of     employees)         and    did    not      include

implementation,         management         and       administration           expenses,

estimated in the amount of approximately EUR 1.5 million.

The Chairman resumed the floor and read out the following

proposal of the Board of Directors on item 4 on the agenda:

221
“Dear Shareholders,

If you agree with the above proposal, you                     are invited to

approve it by adopting the following resolution:

"The   Ordinary    Annual     General    Meeting    of   UniCredit    S.p.A.,

having heard the directors' proposal,

                                     RESOLVES

1. to adopt a stock ownership plan aiming at offering to all

employees of the Group the possibility to invest in UniCredit

shares at favourable conditions;

2. to grant to the Chairman and/or to the Chief Executive

Officer, also severally, every necessary powers of attorney to

implement the above resolution, and to make any amendments and

additions as may be necessary (without altering the substance

of the decision) to implement the approved plan, also in view

of complying with the laws and regulations in force in the

countries where Group companies are present.

The Chairman subsequently opened the floor to debate, asking

the    participants     to    make    their     points   as    succinctly   as

possible.

The shareholder Luigi CHIURAZZI took the floor to reiterate

his    dissent    for   the   reasons     previously     explained    and   to

announce his vote against the proposal.

222
The shareholder Agostino CASSARA' took the floor and expressed

the following points:

“It   is    perfectly      obvious    that      the     Associazione      Piccoli

Azionisti di Unicredito Italiano – “Azione Unicredit”, being a

supporter     of    people’s    access     to   savings    opportunities       and

being favourable to directly and indirectly investing in the

equity of the country’s large production enterprises (Art. 47

of the Italian Constitution), and – as I said in my comments

on item 1 on the agenda of the ordinary session – to restoring

the payment of the company bonus to all employees of the group

companies in the form of holding company’s shares, and to

paying incentive programmes in the form of holding company’s

shares,     and     to    providing       the   possibility       to     purchase

investment plans in group’s shars at a discount, completely

agrees     with    the   All   Employee    Stock      Ownership   Plan    of   the

UniCredit Group (AESOP) and expresses a favourable vote.”

As no other participant asked to take the floor, the Chairman

declared the debate closed.

                     VOTING ON ITEM 4 ON THE AGENDA

The Chairman subsequently proceeded to conduct the ballot on

item 4 on the agenda.

The Chairman asked any shareholders who might have momentarily

223
left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

-      articles 120, 121 and 122 of Legislative Decree no 58 of

24 February 1998 (the Italian Consolidated Law on Finance);

-      articles 19, 20 and 24 of legislative decree no. 385 of

1 September 1993;

-      article 2359 bis of the Italian Civil Code;

-      article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“All Eployee Stock Ownership Plan of UniCredit Group”

He further invited all voters to cast their votes by using the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting closed.

The Chairman announced the result of the vote as follows:

- votes in favour 4,967,177,275 corresponding to 99.685720% of

the   share   capital   present   and   entitled   to   vote,   and   to

37.222762% of the ordinary share capital.

224
The      Chairman   thus     announced     that      the    proposal           had    been

approved, and asked me, Notary, to provide the Shareholders

with the details of the vote.

I, Notary, communicated that:

-   48    persons   entitled      to   vote   took     part          in   the    voting,

representing 4,982,837,344 ordinary shares, corresponding to

37.340114% of the ordinary share capital, of which 783,706,554

shares were represented in person and 4,199,130,790 by proxy.

4,982,837,344       ordinary      shares      were     admitted           to     voting,

corresponding       to     100%   of   the    shares       represented          at     the

Meeting;

- votes in favour 4,967,177,275 corresponding to 99.685720% of

the      share   capital    present    and    entitled          to    vote,      and    to

37,222762% of the ordinary share capital;

- votes against 6,571,816, corresponding to 0.131889% of the

share capital present and entitled to vote, and to 0.049248%

of the ordinary share capital;

- abstentions 863,339, corresponding to 0.017326% of the share

capital present and entitled to vote, and to 0.006470% of the

ordinary share capital;

-   not    voting   8,224,914,     corresponding           to   0.165065%        of    the

share capital present and entitled to vote, and to 0.061635%

225
of the ordinary share capital;

- The total of votes accounted for 4,982,837,344 shares.

Finally,   I,   Notary    Public,   read   out    the   list    of   the

Shareholders who voted against the motion, abstained or did

not vote, and invited the attendants to report any omissions

or discrepancies in the list. Nobody asked to take the floor.

The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

The Chairman proceeded to the discussion of item 5 on the

agenda, and read out the Board of Directors’ Report on:

The Chairman consequently opened the discussion on item 5 on

the agenda, by reading out the Directors’ Report on:

                         Item 5 on the agenda

                   “Appointment of Directors”

“Dear Shareholders,

The Board of Directors has convened             this ordinary Annual

GeneralMeeting in order to appoint six Directors.

In this respect, it is to be remembered that:

-·during its meeting held on 3 August 2007, the Board co-opted

as Board members Mr. Berardino Libonati, Mr. Donato Fontanesi,

Mr. Salvatore Ligresti and Mr. Salvatore Mancuso               following

the resignations of the Directors Mr. Roberto Bertazzoni, Mr.

226
Volker    Doppelfeld,            Mr.    Giancarlo      Garino    and    Mr.       Giovanni

Vaccarino.

- during its meeting held on September 18, the Board co-opted

as Board Members Mr. Enrico Tommaso Cucchiani and Mr. Franz

Zwickl following the resignations of Mr. Paolo Vagnone and Mr.

Dieter Münich.

As is known, pursuant to Art.                   2386, first paragraph, of the

Italian Civil Code, co-opted directors hold their offices from

the   time     of     their           appointment      until     the    next        Annual

GeneralMeeting.

Moreover, please be informed that the Board Member Mr. Mancuso

resigned on 31 March 2008, effective as of 1 April 2008.

Reminding that the Annual GeneralMeeting held on 10 May 2007

determined that the number of the members on the Board of

Directors      be   23,         it    is   deemed     necessary    to     appoint       six

Directors who will remain in office until the expiry of the

current   Board       of    Directors         and    therefore    until    the      Annual

General   Meeting          to    be    held   for     the   approval    of    the       2008

financial statement.

In this respect, it has to be pointed out that – because the

slate-vote mechanism for the election of directors, recently

adopted   by    our    Company         and    laid    out   in   Clause      20    of    the

227
Articles of Association, applies only in the event of renewal

of the entire Board – the appointment of directors following

the termination of the offices of the co-opted Board members

shall be resolved upon by today’s Annual General Meeting by

applying the majority rules established by law.

We finally inform you that, in accordance with the governing

laws in force, the acceptance of the office of Director is

subject   to   the    possession       of   integrity,   professional    and

independence requirements imposed by current legislation: in

this respect, the Board of Directors has recommended to the

interested     Shareholders       to    deposit     in   advance,   at   the

Company’s Legal Office, within the terms set forth by the

Corporate Governance Code for listed companies issued by Borsa

Italiana S.p.A., the name of the person they intend to propose

for   candidacy      to   the     office    of    Director,   followed   by

exhaustive     background       information      concerning   the   person’s

personal and professional skills as well as the indication of

the person’s possible suitability to qualify as Independent

Director in accordance with the Corporate Governance Code.

Dear Shareholders,

With respect to the above, we invite you to express further

proposals, if any, concerning the appointment of the aforesaid

228
members of the Board of Directors.

The Chairman recalled that, as is the practice, the Board of

Directors,        in   the    notice     of   call,   had     invited   the

Shareholders to file candidatures for the office of directors

together   with    their     curricula   vitae   prior   to    the   Annual

General Meeting,       in order to inform the shareholders and the

market.

In this regard, I am pleased to inform you that:

- on 7 April the Shareholder Allianz S.p.A.                 filed with the

registered office the candidatures to the Board of Directors

of:

.. Enrico Tommaso CUCCHIANI

.. Franz ZWICKL

- on 10th April the Shareholder Fondazione Cassa di Risparmio

di Reggio Emilia Pietro Manodori filed with the registered

office the candidatures to the Board of Directors of:

.. Donato FONTANESI

.. Berardino LIBONATI

.. Salvatore LIGRESTI

- on 15 April the Shareholder Fondazione Banco di Sicilia, by

agreement with the President elect of the Sicily Region, filed

with the registered office the candidature to the office of

229
director of:

.. Marianna LI CALZI

together with the relevant documentation.

The Chairman asked me, Notary, to read out the above-mentioned

proposals and the curricula vitae of the candidates also for

the purposes of any necessary authorisation                under Article

2390 of the Italian Civil Code..

I, Notary Public, proceeded to read out the proposals and the

curricula vitae of the candidates to he office of Member of

the Boar of Directors.

The Chairman took the floor to declare that the possibility to

make proposals was closed, and to open the floor to debate.

The shareholder Luigi CHIURAZZI took the floor to announce his

vote in favour, and to advocate that Deputy Chairman Prof.

Berardino Libonati, Professor of Commercial Law, took action

towards    the   abolishment   of    the   “dual   system”   of    company

management, which mortified the Annual General meeting.

The shareholder Agostino CASSARA’ took the floor to submit a

proposal   for   the   appointment   as    director   of   Dr.   Pierluigi

Carollo, whose curriculum vitae together with the indication

of his possession of integrity, professional and independence

requirements he submitted to the Chairman.

230
The above proposal was not in contrast with those already

submitted for the appointment of six Board Members, but it was

intended to provide an indication for future consideration to

be assessed by the Company’s Nomination Committee.

The mentioned Shareholder expressed the wish that his proposal

may meet with consensus on the part of foreign institutional

investors, trade-union associations or UniCredit shareholders,

and     hoped    that,      in   future     Meetings,    the       institutional

investors may stop abstaining but rather organised themselves

to present minority slates.

In that case, his association would vote in their favour.

As no other participant asked to take the floor, the Chairman

declared the debate to be closed.

As the data processing system allowed shareholders willing to

cast the same vote for all the candidates to do so by means of

just one ballot through the voting terminal, in order to speed

up voting operations, the Chairman proposed to the vote the

above-described candidatures, deposited with the legal office,

as one. .

The votes cast through voting terminals would be individually

attributed      to   each   proposed      candidate.    On   the    other   hand,

those    who    wished      to   cast     different     votes      on   separate

231
candidates should report such intention to the Notary Public,

and cast their ballots at the purposely intended “assisted

voting stations”.

At    the   end   of     the   voting   process,    results   would   be

communicated      with     reference     to   all     candidates,     or

alternatively, in the event of differentiated ballots, with

reference to individual candidates.

                   VOTING ON ITEM 5 ON THE AGENDA

The Chairman subsequently proceeded to conduct the ballot on

item 5 on the agenda.

The Chairman asked any shareholders who might have momentarily

left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

- articles 120, 121 and 122 of legislative decree no. 58 of 24

February 1998 (Italian Consolidate Law on Finance)

- articles 19, 20 and 24 of legislative decree no. 385 of 1

September 1993;

- article 2359 bis of the Italian Civil Code;

- article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

232
impediments to voting rights, the Chairman put to the vote the

following candidatures:

1. Mr. Enrico Tommaso CUCCHIANI

2. Mr. Donato FONTANESI

3. Mr. Berardino LIBONATI

4. Ms. Marianna LI CALZI

5. Mr. Salvatore LIGRESTI

6. Mr. Franz ZWICKL

He further invited all voters to cast their votes by using the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting to be closed.

48    persons   entitled     to    vote    took   part   in    the   voting,

representing 4,982,837,344 ordinary shares, corresponding to

37,340114% of the ordinary share capital, of which 783,706,554

shares were represented in person and 4,199,130,790 by proxy.

4,982,837,344     ordinary        shares   were     admitted    to    voting

corresponding    to   100%    of     the   shares    represented     at   the

Meeting.

The Chairman asked me, Notary, to provide the Shareholders

with the details of the vote.

I, Notary, communicated the results of the vote:

233
.. Mr. Enrico Tommaso CUCCHIANI

.. Mr. Donato FONTANESI

.. Ms. Marianna LI CALZI

- votes in favour 4,534,103,757 corresponding to 90.994416% of

the   share   capital   present    and   entitled    to   vote,   and   to

33.977419% of the ordinary share capital;

- votes against 293,575,032, corresponding to 5,891724% of the

share capital present and entitled to vote, and to 2,199977%

of the ordinary share capital;

- abstentions 146,934,739, corresponding to 2,948817% of the

share capital present and entitled to vote, and to 1,101092%

of the ordinary share capital;

-   not   voting   8,223,816,   corresponding   to   0,165043%    of    the

share capital present and entitled to vote, and to 0,061627%

of the ordinary share capital;

- The total of votes accounted for 4,982,837,344 shares.

.. Mr. Berardino LIBONATI

- votes in favour 4,534,206,875 corresponding to 90,996486% of

the   share   capital   present    and   entitled    to   vote,   and   to

33,978192% of the ordinary share capital;

- votes against 293,575,032, corresponding to 5.891724% of the

share capital present and entitled to vote, and to 2.199977%

234
of the ordinary share capital;

- abstentions 146,831,621, corresponding to 2.946747% of the

share capital present and entitled to vote, and to 1.100319%

of the ordinary share capital;

-   not   voting   8,223,816,   corresponding   to   0.165043%    of    the

share capital present and entitled to vote, and to 0.061627%

of the ordinary share capital;

- The total of votes accounted for 4,982,837,344 shares.

.. Mr. Salvatore LIGRESTI

- votes in favour 4,534,103,757 corresponding to 90.994416% of

the   share   capital   present    and   entitled    to   vote,   and   to

33.977419% of the ordinary share capital;

- votes against 293,572,032, corresponding to 5,891664% of the

share capital present and entitled to vote, and to 2,199954%

of the ordinary share capital;

- abstentions 146,937,739, corresponding to 2.948877% of the

share capital present and entitled to vote, and to 1.101114%

of the ordinary share capital;

-   not   voting   8,223,816,   corresponding   to   0.165043%    of    the

share capital present and entitled to vote, and to 0.061627%

of the ordinary share capital;

- The total of votes accounted for 4,982,837,344 shares.

235
.. Mr. Franz ZWICKL

- votes in favour 4,534,106,757 corresponding to 90,994477% of

the   share    capital      present   and   entitled       to   vote,   and   to

33,977442% of the ordinary share capital;

- votes against 293,572,032, corresponding to 5.891664% of the

share capital present and entitled to vote, and to 2.199954%

of the ordinary share capital;

- abstentions 146,934,739, corresponding to 2.948817% of the

share capital present and entitled to vote, and to 1.101092%

of the ordinary share capital;

-   not   voting   8,223,816,    corresponding       to    0.165043%    of    the

share capital present and entitled to vote, and to 0.061627%

of the ordinary share capital;

- The total of votes accounted for 4,982,837,344 shares.

Finally,      I,   Notary    Public,    read   out        the   list    of    the

Shareholders who voted against the motion, abstained or did

not vote, and invited the attendants to report any omissions

or discrepancies in the list. Nobody asked to take the floor.

The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

The Chairman proceeded to the discussion of item 6 on the

agenda, and read out the Board of Directors’ Report on:

236
                             Item 6 on the agenda

      “Compensation to be awarded to Members of the Boards of

                                    Directors”

“Dear Shareholders,

We have called this Shareholders Meeting to resolve on the

proposal      to   redefine     the       Board    directors’        remuneration,

already approved at the Ordinary Shareholders Meeting on 16

December      2005,   pursuant      to     Art.    26    of    the     Articles    of

Association, in favour of the members of the Board Committees.

As you know, the Ordinary Shareholders Meeting on 16 December

2005, approved the compensation due for each year in office

for the overall amount of EUR 1,965,000.

On the same date           an amount of EUR 945,000 was also approved

as compensation for the Executive Committee members, as well

as a sum of EUR 25,000 for the Chairman of the Audit Committee

and EUR 20,000 for the Audit Committee members.

The Ordinary Annual General Meeting held on 10 May 2007, in

view    of   the   envisaged       reshaping      of    the    Board    Committees,

granted      the   Board    with    the    authority      to    re-allocate       the

remuneration – already approved be the Annual General Meeting

itself in the above mentioned meeting on 16 December 2005, in

favor of the Members of the Committees (for a total of EUR

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1,050,000).

On 2 August 2007 the Board resolved on the re-organisation of

the Board Committees as well as on the dissolution of the

Executive Committee. In the same meeting, having confirmed the

Remuneration Committee, the Permanent Strategic Committee and

the   Corporate      Governance,   HR    e    Nomination     Committee     were

established and the Audit Committee was renamed as Audit and

Risk Committee (whose name was later changed into the current

Internal Control and Risk Committee).

Following the above re-organisation of the Committees, the

governance structure resulting from the analyses performed in

the   second   half    of   2006   and   in   the    first   half   2007   was

established.    In    the   same   context,         the   functions   of   the

Committees which have been operating in their newly assigned

structures since the beginning of September 2007 were also

defined.

Taking into consideration the activities carried out within a

complex context such as the one of the Group – also as a

consequence of        the integration with the HVB Group and the

Capitalia Group – as well as the variety of the issues to be

dealt with, and the related responsibility profiles – it seems

appropriate to propose an increase in the remuneration to the

238
Board Members with reference to the amount due in relation to

the assignments performed within the Committees concerned.

Dear Shareholders,

We ask you to approve the following proposal:

"The Ordinary Annual General Meeting, having heard the Board

of Directors' proposal

                                 RESOLVES

-   to   redefine    the    remuneration    of   the     Directors   who   are

Members of the Board Committees for a maximum of EUR ......,

for each year in office starting from 1 September, 2007

-   to   authorise    the   Board   of    Directors      to   reallocate   the

approved amount, also in relation to possible future needs,

with no change to the attendance fee for every meeting of the

Committees    in     question,   as      approved   by    the   Shareholders

Meeting on 16 December 2005;

- to authorise the Chairman and the Chief Executive Officer,

also severally, and with the authority to sub-delegate the

authority to Management Personnel, every pertinent power to

carry out the foregoing resolutions in accordance with the

law, to accept or introduce any modifications or additions

thereto (on condition that they do not alter the substance of

the operation resolved) as may be required by the Supervisory

239
Authorities or for registration in the Register of Companies,

as well as to proceed with the filing and registration in

accordance     with      the    law,    hereby       expressly     ratifying    and

confirming     any       document      signed    in     connection      with    the

authority    set     forth     above,    and    to    take   any   further     steps

necessary to carry out these resolutions.”

With regard to the above proposal, the Chairman informed that

the Shareholder Fondazione Cassa di Risparmio di Torino                         had

submitted a proposal to determine the compensation due to the

Directors for assignments performed as members of the Board

Committees in the maximum amount of EUR 1,500,000.

With reference to the proposed topic, the Chairman invited the

Shareholders       to     present      further       proposals,    if   any,    and

informed them that the proposal presented by Fondazione Cassa

di Risparmio di Torino would be put to the vote first and, if

such proposal achieved the majority of the votes, he would

declare the ballot closed.

The Chairman subsequently opened the floor to debate, asking

the   participants        to    make    their    points      as    succinctly    as

possible.

Nobody asked to take the floor.

                        VOTING ON ITEM 6 ON THE AGENDA

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The Chairman subsequently proceeded to conduct the ballot on

item 6 on the agenda.

The Chairman asked any shareholders who might have momentarily

left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

- articles 120, 121 and 122 of legislative decree no. 58 of 24

February 1998 (Italian Consolidate Law on Finance);

- articles 19, 20 and 24 of legislative decree no. 385 of 1

September 1993;

- article 2359 bis of the Italian Civil Code;

- article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“Compensation    to   be   awarded   to   Members   of   the   Boards   of

Directors”

He further invited all voters to cast their votes by using the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting to be closed.

241
The Chairman announced the result of the vote as follows:

- votes in favour 4,831,616,512 corresponding to 99.137197% of

the   share     capital    present       and    entitled      to    vote,     and    to

36.206904% of the ordinary share capital.

The   Chairman    thus     announced          that   the   Boar     of    Directors’

proposal, as supplemented by the proposal of the shareholder

Cassa di Risparmio di Torino, had been approved, and asked me,

Notary,    to provide the Shareholders with the details of the

vote.

I, Notary, communicated that:

42    persons    entitled        to    vote     took   part    in    the      voting,

representing 4,873,666,663 ordinary shares, corresponding to

36.522017% of the ordinary share capital, of which 783,630,307

shares were represented in person and 4,090,036,356 by proxy.

4,873,666,663      ordinary           shares    were     admitted        to   voting,

corresponding      to     100%    of     the    shares     represented        at    the

Meeting;

- votes in favour 4,831,616,512 corresponding to 99.137197% of

the   share     capital    present       and    entitled      to    vote,     and    to

36.206904% of the ordinary share capital;

- votes against 21,419,571, corresponding to 0.439496% of the

share capital present and entitled to vote, and to 0.160513%

242
of the ordinary share capital;

- abstentions 12,408,664, corresponding to 0.254606% of the

share capital present and entitled to vote, and to 0.092987%

of the ordinary share capital;

-   not    voting    8,221,916,   corresponding      to    0,168701%    of   the

share capital present and entitled to vote, and to 0.061613%

of the ordinary share capital;

- The total of votes accounted for 4,873,666,663 shares.

Finally,      I,     Notary   Public,   read   out        the    list   of   the

Shareholders who voted against the motion, abstained or did

not vote, and invited the attendants to report any omissions

or discrepancies in the list. Nobody asked to take the floor.

The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

The       Chairman    consequently      proceeded     to        introduce    the

discussion on

                              Item 7 on the agenda

      “Amendments to clauses 1, 2, 8, 9, 18, 19 and 20 of the

Regulations governing The Annual General Meetings of UniCredit

                                    S.p.A.”

and reminded the Shareholders that they were being called upon

to vote on a proposal to modify and update certain provisions

243
contained in the Company’s Annual General Meeting Regulations.

In consideration of the fact that the Board of Directors’

Report explaining the proposed amendments was contained in the

folder which had been distributed to all participants, and had

been   sent   in   advance   to   all   the   shareholders    who   had   so

requested, in addition to having been made available at the

legal headquarters in accordance with the law, the Chairman

proposed   that    the   text   be   not   entirely   read   out,   and   to

proceed to submission of the resolution proposal containing

the detail of the proposed amendments:

“Dear Shareholders,

with reference to the above, if you are in agreement, we ask

you to approve the following proposal:

"The Ordinary Annual General Meeting, having heard the Board

of Directors' proposal

                                  RESOLVES

1. to approve the following modifications to the Articles of

Association:

- amendment of paragraph 1 of Clause 1 as per the following

new wording:

“1. These Regulations regulate the way in which the General

and Special Meetings of the Shareholders of UniCredit S.p.A.

244
(referred to hereinafter as the "Bank") and, where compatible,

the special meetings held for the holders of specific classes

of shares and the meetings of bondholders”

- amendment of paragraph 1 of Clause 2 as per the following

new wording:

“1. The Meeting may be attended by those entitled according to

the law and the Articles of Association. Shareholders may also

be represented pursuant to the provisions of Clause 13 of the

Articles of Association, Clause 2372 of the Italian Civil Code

and any further legal provisions applicable.”

- amendment of paragraphs 3 and 4 of Clause 2 according to the

following wordings, respectively:

“3.   Meetings    are    attended     by    the     General   Managers,   where

appointed.”

“4.   Deputy     General      Managers,     where    appointed,   the     Bank’s

Executive    Staff,     the    Directors     and    the   Executive   Staff   of

Group companies may also attend Meetings.”

- amendment of paragraphs 4 and 5 of Clause 8 according to the

following wordings, respectively:

“4.   The   Members     of    the   Board   of     Directors,   the   Statutory

Auditors and the General Managers, where appointed,                     may ask

to intervene during discussions”

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“5.   Deputy     General         Managers,    where      appointed,         the   Bank’s

Executive    Staff,        the    Directors      and    the     Executive      Staff    of

Group companies may take the floor, when the Chairman deems it

useful in relation to the items on the Agenda for discussion.”

-   amendment       of    paragraph    1    of    Clause      9    according      to   the

following new wording:

“1. The Chairman, and further to his invitation the Directors,

Statutory Auditors, General Managers, Deputy General Managers

and other Executive Staff of the Company respond at the end of

every intervention, or rather after all persons have taken the

floor for each specific item on the Agenda.”.

- amendment of paragraph 1 of Clause 18 according to the

following new wording:

“1. The Board of Directors may, for the day on which the

Meeting    has      been    called    for     the       assignment        of   executive

positions, produce cards of different colours, depending on

whether Directors or Statutory Auditors are being appointed,

which     bear      the    features        indicated       in      the    Articles     of

Association         and    contain    the        details,         for    identification

purposes,      of    the    stakes     held,       as    contained        in   entrance

tickets.”

- amendment of paragraph 2 of Clause 19 according to the

246
following new wording:

“2.     Specifically,    when     the    Meeting        is        called      to    assign

executive positions (following the procedures provided for by

the Articles of Association), the Chairman (unless the Meeting

raises an objection in this regard) may ask for seats to be

created and may set a deadline by which the vote is to be

carried..

- amendment of paragraph 1 of Clause 20 according to the

following new wording:

“1.   Once    the    voting    process     is    over       and    votes       have    been

counted, the Chairman declares the proposals that obtained the

favourable vote of the majority required by law or by the

Articles of Association as approved. Where the Directors or

the   Statutory      Auditors     are    being        appointed,         the       Chairman

declares elected those candidates who emerge the winners as

per     the   mechanisms        provided        for     by        the     Articles      of

Association. Where the Directors or the Statutory Auditors are

being     appointed,      the     Chairman        declares              elected       those

candidates     who    emerge     the    winners        as    per        the   mechanisms

provided for by the Articles of Association.”

2. to vest the Chairman and the Managing Director, who may act

in this regard jointly or separately and sub-delegate that

247
power to the Executive Managers, with every relevant power

needed   to   render      the   above   resolutions     effective      for   the

purposes of legal provisions as well as to effect any other

measures that prove necessary in order for these resolutions

to be executed.”

The Chairman subsequently opened the floor to debate, asking

all the participants to make their points as succinctly as

possible.

The shareholder Agostino CASSARA' took the floor and expressed

the following points:

"The Associazione dei Piccoli Azionisti UniCredito Italiano –

“Azione UniCredit” was generally abstaining from voting on the

proposed amendments, because they would have been in favour of

all   amendments      except    one,    regarding      article    1,    on   the

deletion of the word “Italiano”, with reference to both the

Company and the banking Group, which they were totally opposed

to (see the expression of vote            on item 3of the extraordinary

session).     The    stated     grounds    for   the    deletion       was   the

international scope acquired by the company and the excessive

emphasis placed by the adjective “Italian” on the domestic

dimension     of    the   company’s     business,   which   was    no    longer

current.

248
The Association, on the contrary, believed that the adjective

“Italian” did not subtract from the international scope of the

Company,    increasingly        ready      in    future       to     seize        the

transnational     opportunities      offered     by    the    market,      without

denying, in fact maintaining its bonds with its past, its

sharp and rigorous banking culture, which had been the winning

soul of the formidable leap ahead of the past few years. On

the other hand, the Italian market still accounted for 45% of

the   revenues   of     UniCredito   Italiano;        2/3    of    the    Board    of

Directors was constituted by Italian members, not to mention

the fact that 3/4 of the top managers were Italian. 45% of the

Company’s   shares still        belonged    to   Italian      individuals         and

legal   entities.        It    appeared,    in    the        opinion       of     the

Association,     that    the   proposal    was   based       more    on    typical

Italian love of things foreign than on the stated reasons.

Indeed it did not seem that other banks of international scope

such as Bank of America, Deutsche Bank or BNP Paribas had any

intention to eliminate the words America, Deutsche or even

Paris   from     their    names.     “Azione     UniCredit”         consequently

submitted an alternative resolution proposal, also sent to the

Chairman by e-mail on 5 May, pursuant to art. 7 paragraph 3 of

the Meeting Regulations, wherein amendment 1 to the Meeting

249
Regulations had been deleted from the seventh item on the

agenda     of   the   ordinary      session,        and    invited   the     other

shareholders     to   vote    in    favour     of    the    above    alternative

motion, thus maintaining the current wording of art. 1 of the

Meeting Regulations. The alternative motion proposed by the

Association modified clauses 2, 8, 9, 18, 19 and 20 of the

Meeting    Regulations       of    UniCredit    S.p.A.,       without      however

amending clause 1, where the word UniCredito Italiano was left

unchanged.

I, Notary, took the floor to inform the Shareholder that it

was possible to proceed to separate votes on each point of the

motion, and it was consequently possible to vote against the

amendment to clause 1, while in favour of amending the other

clauses.

As no other participant asked to take the floor, the Chairman

declared the debate closed.

As the data processing system allowed shareholders willing to

cast the same vote for all the candidates to do so by means of

just one ballot through the voting terminal, in order to speed

up voting operations, the Chairman proposed to the vote all

the amendments to the Meeting Regulations at the same time:

the votes cast through voting terminals would be individually

250
attributed to each proposed resolution. On the other hand,

those who wished to cast different votes on separate proposals

should report such intention to the Notary Public, and cast

their   ballots    at    the   purposely     intended    “assisted     voting

stations”.

At    the   end   of     the   voting   process,        results     would   be

communicated      with    reference     to    the   single        voting,   or

alternatively, in the event of differentiated ballots, with

reference to the individual proposals.

                   VOTING ON ITEM 7 ON THE AGENDA

The Chairman subsequently proceeded to conduct the ballot on

item 7 on the agenda.

The Chairman asked any shareholders who might have momentarily

left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

- articles 120, 121 and 122 of legislative decree no. 58 of 24

February 1998 (Italian Consolidate Law on Finance)

- articles 19, 20 and 24 of legislative decree no. 385 of 1

September 1993;

- article 2359 bis of the Italian Civil Code;

251
- article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“Amendments to clauses 1, 2, 8, 9, 18, 19 and 20 of the

Regulations governing The Annual General Meetings of UniCredit

S.p.A.”

He further invited all voters to cast their votes by using the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting to be closed.

42 persons entitled to vote took part in the voting on the

amendments    to    clauses    1,    2,   8,   9,    18,   19   and    20   of    the

Regulations governing The Annual General Meetings of UniCredit

S.p.A.,      representing           4,982,750,847          ordinary         shares,

corresponding to 37.339466% of the ordinary share capital, of

which     783,624,257    shares      were      represented      in    person      and

4,199,126,590      by   proxy.      4,982,750,847        ordinary     shares     were

admitted    to     voting,    corresponding         to   100%   of    the    shares

represented at the Meeting.

The Chairman asked me, Notary, to provide the Shareholders

with the details of the vote.

252
I, Notary, communicated the result of the vote, which was

identical for all the amendments proposed, with the exception

of the amendment to clause          1 of the Regulations for which a

differentiated ballot was cast.

Voting   on   the   amendment    to   clause       1    of    the    Regulations

governing     UniCredit    S.p.A.’s       Annual       General      Meetings    of

UniCredit S.p.A.:":

- votes in favour_4,877,127,303 corresponding to 97.880216% of

the   share   capital     present   and    entitled          to   vote,   and   to

36.547950% of the ordinary share capital.

- votes against 21,868,191, corresponding to 0.438878% of the

share capital present and entitled to vote, and to 0.163875%

of the ordinary share capital;

- abstentions 637,519, corresponding to 0.012795% of the share

capital present and entitled to vote, and to 0.004777% of the

ordinary share capital;

- not voting 83,117,834, corresponding to 1.668111% of the

share capital present and entitled to vote, and to 0.622864%

of the ordinary share capital;

- The total of votes accounted for 4,982,750,847 shares.

Voting on the amendment to clauses 2, 8, 9, 18, 19 and2 20 of

the   Regulations    governing      the   Annual       General      Meetings    of

253
UniCredit S.p.A.:":

- votes in favour 4,877,135,429 corresponding to 97,880379% of

the   share   capital    present    and   entitled   to   vote,    and   to

36.548011% of the ordinary share capital;

- votes against 21,860,065, corresponding to 0.438715% of the

share capital present and entitled to vote, and to 0.163814%

of the ordinary share capital;

- abstentions 637,519, corresponding to 0.012795% of the share

capital present and entitled to vote, and to 0.004777% of the

ordinary share capital;

- not voting 83,117,834, corresponding to 1.668111% of the

share capital present and entitled to vote, and to 0.622864%

of the ordinary share capital;

- The total of votes accounted for 4,982,750,847 shares.

The Chairman proceeded to the discussion of item 8 on the

agenda, and read out the Board of Directors' Report on

                         Item 8 on the agenda

 “Company's absorption of the cost of the remuneration due to

        the representative of the savings shareholders”

“Dear Shareholders,

- whereas the recently convened special meeting of savings

shareholders    has     appointed    Ms   Stella     D’Atri   as   common

254
representative for the three-year period 2008 – 2010                       and set

the associated annual remuneration of EUR 25,000 (plus VAT, if

due) and a reimbursement of expenses for a maximum amount of

EUR 5,000;

-    bearing    in   mind      that     the   smooth    operation    of    all   its

corporate bodies is in the general interest of the Company;

- recalling that, thus far, the annual remuneration approved

by the special meeting has always been absorbed by the Company

by resolution of the Ordinary Annual General Meeting,

We propose that you authorise the absorption of the above

annual remuneration by your Company.”

The Chairman subsequently opened the floor to debate, asking

the    participants       to     make    their    points    as     succinctly    as

possible.

The floor was taken by the shareholder Gioacchino GRAFFAGNINO

in    the    name    of   the     several      times    mentioned     Unioncredit

association, declared to be in favour of the Company absorbing

the cost of the remuneration of Ms. D’Atri, representative of

the savings shareholders. He emphasised the importance that

the    new     recruits     be   welcome,      and     mentioned    that   he    had

provided his association’s contribution to the election of Ms.

D’Atri.

255
As no other participant asked to take the floor, the Chairman

declared the debate closed.

                  VOTING ON ITEM 8 ON THE AGENDA

The Chairman subsequently proceeded to conduct the ballot on

item 8 on the agenda.

The Chairman asked any shareholders who might have momentarily

left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

- articles 120, 121 and 122 of legislative decree no. 58 of 24

February 1998 (Italian Consolidate Law on Finance);

- articles 19, 20 and 24 of legislative decree no. 385 of 1

September 1993;

- article 2359 bis of the Italian Civil Code;

- article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“Company's absorption of the cost of the remuneration due to

the representative of the savings shareholders”

He further invited all voters to cast their votes by using the

256
“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting closed.

The Chairman announced the result of the vote as follows:

- votes in favour 4.961.654.240 corresponding to 99.576607% of

the   share     capital    present       and     entitled       to    vote,    and    to

37.181373% of the ordinary share capital.

The   Chairman     thus     announced          that     the   proposal       had   been

approved, and asked me, Notary,                  to provide the Shareholders

with the details of the vote.

I, Notary, communicated that:

42    persons    entitled        to    vote     took     part    in    the     voting,

representing 4,982,750,847 ordinary shares, corresponding to

37.339466% of the ordinary share capital, of which 783,624,257

shares were represented in person and 4,199,126,590 by proxy.

4,982,750,847      ordinary           shares     were     admitted      to     voting,

corresponding      to     100%    of     the     shares       represented     at     the

Meeting;

- votes in favour 4,961,654,240 corresponding to 99.576607% of

the   share     capital    present       and     entitled       to    vote,    and    to

37.181373% of the ordinary share capital;

- votes against 9,255,472, corresponding to 0.185750% of the

257
share capital present and entitled to vote, and to 0.069358%

of the ordinary share capital;

-   abstentions     3,621,519,    corresponding      to    0.072681%   of   the

share capital present and entitled to vote, and to 0.027139%

of the ordinary share capital;

-   not    voting   8,219,616,    corresponding      to    0.164961%   of   the

share capital present and entitled to vote, and to 0.061596%

of the ordinary share capital;

- The total of votes accounted for 4,982,750,847 shares.

Finally,     I,     Notary    Public,   read   out        the   list   of   the

Shareholders who voted against the motion, abstained or did

not vote, and invited the attendants to report any omissions

or discrepancies in the list. Nobody asked to take the floor.

The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

The Chairman proceeded to the discussion of item 9 on the

agenda, and read out the Board of Directors’ Report on:

                             Item 9 on the agenda

          “Authorisation to competing activities pursuant to

                  Art. 2390 of the Italian Civil Code”

“Dear Shareholders,

We have convened this Annual General Meeting to resolve on the

258
authorisation to carry out competing activities pursuant to

art. 2390 of the Italian Civil Code with reference to certain

directors.

In the above connection, we remind you that the mentioned

provision establishes that directors may not become partners

with unlimited liability in competitor companies, nor carry

out competing activities on their own account or that of third

parties, nor take up the office of director or general manager

in competitor companies, unless they are authorised to do so

by the Annual General meeting.

As a consequence, both the Annual General Meeting held on 16

December         2005 and the Annual General Meeting held on 30 July

2007 resolving on the appointment of Board members authorised

the latter in line with the above mentioned provisions on the

basis       of    the     curricula       vitae    made      available     to   the

shareholders and to the market at that time.

Some directors have communicated that they had took up some

further offices in addition to those authorised by the above-

mentioned        Annual    General    meetings.      The   following      directors

have provided the reported information.

-     the   Chairman       Mr.   Dieter     Rampl:    Vice     Chairman    of   the

Supervisory        Board    of   Mediobanca       S.p.A.     and   non    executive

259
director of Babcock and Brown;

- the Deputy Chairman Mr. Fabrizio Palenzona: Chairman of ADR

S.p.A.;

- the Director Mr. Vincenzo Calandra Buonaura: Director of

Credito Emiliano S.p.A.;

- the Director Mr. Carlo Pesenti: Member of the Supervisory

Board of Mediobanca S.p.A..

In    light   of   the   foregoing,   we   propose   to   authorise   said

Directors to hold the above offices pursuant to art. 2390 of

the Italian Civil Code.

Dear Shareholders,

with reference to the above, if you are in agreement, we ask

you to approve the following proposal:

"The Ordinary Annual General Meeting, having heard the Board

of Directors' proposal

                                RESOLVES

.. to authorise, pursuant to art. 2390 of the Italian Civil

Code and for the purposes thereof, the following Directors to

hold offices in competing companies:

- Mr. Dieter Rampl as Vice Chairman of the Supervisory Board

of Mediobanca S.p.A. and non executive director of Babcock and

Brown;

260
- Mr. Fabrizio Palenzona as Chairman of ADR S.p.A.;

-   Mr.   Vincenzo     Calandra      Buonaura    as    Director    of    Credito

Emiliano S.p.A.;

- Mr. Carlo Pesenti as Member of the Supervisory Board of

Mediobanca S.p.A..

to grant to the Chairman and the Chief Executive Officer,

including separately, and with the authority to sub-delegate

powers    to   Management      Personnel,     every    appropriate      power    to

carry out the foregoing resolution in accordance with the law,

to accept or introduce          any modifications or additions thereto

(provided       that    they    do   not    alter     the   substance    of     the

resolved operation) as well as to proceed to the fulfilment of

any related legal requirement, hereby expressly ratifying and

confirming      any    document      signed     in    connection     with       the

authority set forth above, and to take any other.The Chairman

subsequently      opened       the    floor     to     debate,     asking       the

participants to make their points as succinctly as possible.

Nobody asked to take the floor.

                      VOTING ON ITEM 9 ON THE AGENDA

The Chairman proceeded to conduct the ballot on item 9 on the

agenda.

The Chairman asked any shareholders who might have momentarily

261
left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

- articles 120, 121 and 122 of legislative decree no. 58 of 24

February 1998 (Italian Consolidate Law on Finance);

- articles 19, 20 and 24 of legislative decree no. 385 of 1

September 1993;

- article 2359 bis of the Italian Civil Code;

- article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“Authorization to competing activities pursuant to art. 2390

of the Italian Civil Code”

He further invited all voters to cast their votes by using the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting to be closed.

The Chairman announced the result of the vote as follows:

- votes in favour 4,968,869,585 corresponding to 99,721414% of

the   share   capital   present   and   entitled   to   vote,   and   to

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37,235443% of the ordinary share capital.

The    Chairman     thus    announced          that     the    proposal         had    been

approved, and asked me, Notary,                  to provide the Shareholders

with the details of the vote.

I, Notary, communicated that:

42    persons     entitled       to    vote     took     part       in    the     voting,

representing 4,982,750,847 ordinary shares, corresponding to

37,339466% of the ordinary share capital, of which 783,624,257

shares were represented in person and 4,199,126,590 by proxy.

4,982,750,847       ordinary          shares     were     admitted         to     voting,

corresponding       to    100%    of     the     shares       represented        at     the

Meeting.

- votes in favour 4,968,869,585 corresponding to 99,721414% of

the    share    capital    present       and     entitled          to    vote,    and    to

37,235443% of the ordinary share capital;

- votes against 2,550.125, corresponding to 0,051179% of the

share capital present and entitled to vote, and to 0,019110%

of the ordinary share capital.

-    abstentions    3,111,519         corresponding       to       0,062446%      of    the

share capital present and entitled to vote, and to 0,023317%

of the ordinary share capital;

-    not   voting   8,219,618,        corresponding           to   0,164961%      of    the

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share capital present and entitled to vote, and to 0,061596%

of the ordinary share capital;

- The total of votes was 4,982,750,847 shares.

Finally,   I,    Notary   Public,   read   out   the    list   of   the

Shareholders who voted against the motion, abstained or did

not vote, and invited the attendants to report any omissions

or discrepancies in the list. Nobody asked to take the floor.

The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

At this point, the Chairman declared the ordinary session of

the agenda to be closed, at 8.50 pm, and with the consent of

the participants suspended the Meeting for a short pause.

At 21 hrs 20 min, the Chairman resumed the Meeting to discuss

the items on the agenda of the extraordinary session.

The   Chairman   communicated   that   there     were   4,896,249,663

ordinary shares represented in the meeting hall, corresponding

to 36,691248% of the ordinary share capital and represented by

37 persons entitled to vote. 12 holders of voting rights were

present in person, and 1,495 holders of voting rights were

represented by proxy.

The Chairman declared the Meeting to be properly formed and

able to pass valid resolutions in extraordinary session on the

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items on the agenda in accordance with the provisions of law

and the Articles of Association.

                         Items 1 and 2 on the agenda

1.    Delegation       of     powers    to        the   Board    of    Directors,       in

compliance      with    art.     2443       of    the    Italian      Civil   Code,     to

increase the share capital in one or several stages for up to

one    year     from    the    date     of       the    Shareholders’     resolution,

excluding option rights, pursuant to art. 2441, para. 8 of the

Italian     Civil      Code,    by     up    to    nominal      61,090,250     EURs     to

service subscription rights for up to 122,180,500 UniCredit

ordinary shares of par value EUR 0.50 each, to be reserved for

the Personnel of the Holding Company, of the Banks and Group

companies holding positions of special importance in achieving

the Group’s overall objectives; consequent amendments to the

Articles of Association;

2.    Delegation       of     powers    to        the   Board    of    Directors,       in

compliance      with    art.     2443       of    the    Italian      Civil   Code,     to

resolve a free share capital increase in one or several stages

and for up to five years from the date of the Shareholders’

resolution, pursuant to art. 2349 of the Italian Civil Code,

by    up   to   nominal       12,439,750         EURs    corresponding        to   up   to

24,879,500 UniCredit ordinary shares of par value EUR 0.50

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each, to be allocated to the Personnel of the Holding Company,

of the Banks and Group              companies holding positions of special

importance        in     achieving         the       Group’s     overall          objectives;

consequent amendments to the Articles of Association.

Given   the   close       association            between     the      two    items    on    the

agenda,     the    Chairman         proposed          that     these        two   topics     be

discussed     as       one,   in    order       to    give     wider    breadth       to    the

debate, even though two separate resolutions were being put

forward for approval.

In consideration of the fact that the Directors' report on the

items in the agenda had been filed in accordance with the law

as well as included in the folder distributed to all those

present   and      sent       to    the    shareholders          so    requesting,          the

Chairman proposed that, unless there were objections, the full

text be not read out.

Before giving the floor to the Chief Executive Officer, the

Chairman informed the Meeting that the Bank of Italy, having

previously        been    informed         of     this       proposed        operation       in

accordance with current statutory and regulatory provisions,

had issued its clearance requesting that further information

be given to the Shareholders, as had been provided to the

Shareholders       today       in    the    previous         ordinary        session       with

266
regard to the approval of the Long Term Incentive Plan 2008

for the UniCredit Group Top Management.

No objection having been raised to the above proposals, the

Chairman gave the floor to the Chief Executive Officer Mr.

Alessandro Profumo.

Availing himself of a slide presentation, the Chief Executive

Officer illustrated the “UniCredit Long-Term Incentive Plan

2008” submitted for approval by the Shareholders’ Meeting. He

informed that, in consideration of the success achieved by the

incentive plans thus far proposed, in line with the Group’s

compensation policy and with the best practices worldwide, it

was proposed to launch a new long-term incentive plan (the so-

called “Group LTI Plan 2008”) which, in line with the “Group

LTI   Plan   2007,    approved    the   previous   year,      envisaged   the

attribution    of    stock   options    and   performance      shares   to   a

selected number of UniCredit Group Top and Senior Managers and

Strategic Talents, in order to support an increase in the

value of UniCredit’s shares in line with the shareholders’

expectations;       incentivate   the    achievement    of     the   Group’s

strategic    objectives;     retain     key   talents   for    the   Group’s

success; and be effectively competitive on the international

remuneration market.

267
The   Shareholders’        Meeting,     which     had    already    approved      the

Group LTI Plan 2008 in its ordinary session, in compliance

with current legislation, was now asked – in its extraordinary

session    -    to     grant   powers    to     the   Board    of   Directors     to

proceed to the capital increase related to the execution of

the Group LTI Plan 2008.

The above plan envisaged the attribution of a mixed package of

stock options and performance shares.

In greater detail: the stock options would be assigned – by

resolution of the Board of Directors – by May 2009; they could

be exercised four years after the grant date (the so-called

“vesting period”), over a period of 6 years (the so-called

“exercise period”) in accordance with the criteria and timing

established       by    the    Board     of     Directors     in    the    relevant

resolution.       The     stock       option     exercise     price       would   be

determined by the Board of Directors as the arithmetic mean of

the official market price of UniCredit ordinary shares in the

month prior to the Board’s resolution to implement the grant.

As    concerned       performance      share,    on     the   contrary,     it    was

recalled       that    they    were    free     UniCredit     ordinary      shares,

assigned on achievement of the performance targets set out                        in

the Group Strategic Plan approved and, if necessary, amended

268
by the Board of Directors.

The performance would be assessed in the period between 2009

and 2011; consequently, the shares attributed by the Board of

Directors by May 2009 would be assigned together and at once

in 2012, subject to achievement of the performance targets.

In consideration of the market trends and the increased number

of potential beneficiaries, the Group LTI Plan 2008 would be

executed by the issuing of a maximum number of 122,180,500

stock options (corresponding to an equal number of UniCredit

ordinary      shares)      and   of    a     maximum    number    of   24,879,500

performance shares. The consequent maximum potential impact on

the share capital would be equal to 1.1% (0.91% with respect

to    the    stock       options,     and     0.19%    with     respect    to   the

performance shares).

Based on the delegated powers, pursuant to art. 2443 of the

Italian Civil Code, the assignment of the stock options and

the attribution of performance shares would be decided – as in

the past – by the Board of Directors, which would have faculty

to: (i) increase the share capital, excluding option rights,

pursuant to art. 2441, paragraph 8 of the Italian Civil Code,

within      one   year    from   the       date   of   the    resolution   by   the

Shareholders’ Meeting, for the purposes of the exercise of the

269
stock    options     reserved       for    the     Personnel      of    the    Holding

Company     and    of    the      Group    Banks    and     Companies,        for   the

underwriting      of     a   maximum      number     of     122,180,500       ordinary

shares of par value EUR 0.50 each, equal to a maximum nominal

amount    of   EUR      61,090,250;       (ii)    proceed    to   a    free    capital

increase, pursuant to art. 2349 of the Italian Civil Code,

within 5 years from the date of the Shareholders’ Meeting’s

resolution, for a maximum nominal amount of EUR 12,439,750 for

the issuance of a maximum number of 24,879,500 ordinary shares

of par value EUR 0.50 each, to be assigned to the Personnel of

the Holding Company and of the Group Banks and Companies. The

above increase would be effected by transferring the relevant

amount from the special reserve specifically constituted, and

reconstituted or increased or modified each year in accordance

with the regulatory requirements applicable in each case.

The Chairman thus invited the Shareholders to approve the

proposals made by the Board of Directors concerning the above-

described      matters.        Unless      there    were    any   objections,        he

suggested that the full text of the proposals be not read out,

and reference be made to the Directors' report included in the

folder    distributed        to    all    those    present     and     sent   to    the

shareholders so requesting. No objection was raised by the

270
Shareholders.

A)    “Delegation       of     powers      to     the    Board    of    Directors,       in

compliance      with    art.     2443      of     the    Italian       Civil   Code,     to

increase the share capital in one or several stages for up to

one    year     from    the    date     of      the     Shareholders’      resolution,

excluding option rights, pursuant to art. 2441, para. 8 of the

Italian     Civil      Code,    by    up     to    nominal       61,090,250     EURs     to

service subscription rights for up to 122,180,500 UniCredit

ordinary shares of par value EUR 0.50 each, to be reserved for

the Personnel of the Holding Company, of the Banks and Group

companies holding positions of special importance in achieving

the Group’s overall objectives; consequent amendments to the

Articles of Association”

B)    “Delegation       of     powers      to     the    Board    of    Directors,       in

compliance      with    art.     2443      of     the    Italian       Civil   Code,     to

resolve a free share capital increase in one or several stages

and for up to five years from the date of the Shareholders’

resolution, pursuant to art. 2349 of the Italian Civil Code,

by    up   to   nominal       12,439,750        EURs     corresponding         to   up   to

24,879,500 UniCredit ordinary shares of par value EUR 0.50

each, to be allocated to the Personnel of the Holding Company,

of the Banks and Group companies holding positions of special

271
importance      in   achieving        the     Group’s   overall      objectives;

consequent amendments to the Articles of Association”

The Chairman subsequently opened the floor to debate, asking

the     participants      to   make    their      points     as   succinctly    as

possible.

The current Meeting being held in English, and the minutes

being     due   to   be    drawn      up     in   English    with   an   Italian

translation by means of a notarial deed, the Chairman invited

the shareholders who wished to take the floor to use one of

these languages.

The     shareholder       Agostino         CASSARA’   took    the    floor     and

expressed the following points:

“In line with what had been stated in discussing point 3 of

the ordinary session, the Associazione Piccoli Azionisti di

UniCredito Italiano – “Azione UniCredit”, though not being

opposed in principle to the proposed delegations of powers,

which involved stock options and performance shares for about

1,100 human resources who were regarded as strategic, had

however no alternative but to reject the proposal, due to the

loss of     value of the shares, being willing to take                       into

consideration an identical proposal at a future Meeting, even

in the short term, in a context of higher market value of the

272
share and, above all, in the presence of shareholder value

creation. They would consequently vote against both point 1)

and point 2).”

The shareholder Luigi CHIURAZZI took the floor to ask the

Chairman   whether   it   was   envisageable   to   adopt   the   same

criterion as had been adopted by “Alleanza” and “Generali”,

i.e. the free assignment of shares to the shareholders.

He announced he would vote against point 1) and point 2).

As no other participant asked to take the floor, the Chairman

declared the debate to be closed.

                  VOTING ON ITEM 1 ON THE AGENDA

The Chairman proceeded to conduct the ballot on point 1 on the

agenda.

The Chairman asked any shareholders who might have momentarily

left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

-   articles 120, 121 and 122 of legislative decree no. 58 of

24 February 1998 (Italian Consolidate Law on Finance);

-   articles 19, 20 and 24 of legislative decree no. 385 of 1

September 1993;

273
-   article 2359 bis of the Italian Civil Code;

-   article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“Delegation of powers to the Board of Directors, in compliance

with art. 2443 of the Italian Civil Code, to increase the

share capital in one or several stages for up to one year from

the date of the Shareholders’ resolution, excluding option

rights, pursuant to art. 2441, para. 8 of the Italian Civil

Code, by up to nominal 61,090,250 EURs to service subscription

rights for up to 122,180,500 UniCredit ordinary shares of par

value EUR 0.50 each, to be reserved for the Personnel of the

Holding   Company,   of    the   Banks   and    Group   companies   holding

positions   of   special    importance     in    achieving   the    Group’s

overall objectives; consequent amendments to the Articles of

Association”

He further invited all voters to cast their votes by using the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting to be closed.

The Chairman announced the result of the vote as follows:

274
- votes in favour 4,828,223,374 equating to 98.548182% of the

share capital present and entitled to vote, and to 36181477%

of the ordinary share capital.

The    Chairman    thus     announced          that    the    proposal       had    been

approved,    and    asked    the     undersigned        Notary    to    provide      the

Shareholders with the details of the vote.

The undersigned Notary communicated that:

38    persons     entitled     to       vote    took    part     in    the    voting,

representing       4,899,353,056          ordinary       shares,       equating      to

36.714504% of the ordinary share capital, of which 783,519,139

shares were represented in person and 4,115,833,917 by proxy.

4,899,353,056       ordinary        shares      were     admitted       to    voting,

corresponding      to   100%       of    the    shares       represented      at    the

Meeting;

- votes in favour 4,828,223,374 equating to 98.548182% of the

share capital present and entitled to vote, and to 36.181477%

of the ordinary share capital;

- votes against 62,273,975, equating to 1.271065% of the share

capital present and entitled to vote, and to 0.466665% of the

ordinary share capital;

-    abstentions    637,519,    equating         to    0.013012%      of   the     share

capital present and entitled to vote, and to 0.004777% of the

275
ordinary share capital;

- not voting 8,218,188, equating to 0.167740% of the share

capital present and entitled to vote, and to 0.061585% of the

ordinary share capital;

- the total of votes was 4,899,353,056 shares.

Finally, the undersigned Notary Public read out the list of

the Shareholders who voted against the motion, abstained or

did   not   vote,   and   invited   the   attendants   to   report   any

omissions or discrepancies in the list. Nobody asked to take

the floor.

The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

                    VOTING ON ITEM 2 ON THE AGENDA

The Chairman subsequently proceeded to conduct the ballot on

point 2 on the agenda.

The Chairman asked any shareholders who might have momentarily

left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

-   articles 120, 121 and 122 of legislative decree no. 58 of

24 February 1998 (Italian Consolidate Law on Finance);

276
-   articles 19, 20 and 24 of legislative decree no. 385 of 1

September 1993;

-   article 2359 bis of the Italian Civil Code;

-   article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“Delegation of powers to the Board of Directors, in compliance

with art. 2443 of the Italian Civil Code, to resolve a free

share capital increase in one or several stages and for up to

five    years   from    the   date   of     the   Shareholders’        resolution,

pursuant to art. 2349 of the Italian Civil Code, by up to

nominal    12,439,750      EURs    corresponding        to   up   to    24,879,500

UniCredit ordinary shares of par value EUR 0.50 each, to be

allocated to the Personnel of the Holding Company, of the

Banks     and   Group     companies        holding     positions       of   special

importance      in     achieving     the     Group’s     overall       objectives;

consequent amendments to the Articles of Association”

He further invited all voters to cast their votes by using the

“terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting to be closed.

277
The Chairman announced the result of the vote as follows:

- votes in favour 4,869,838,080 equating to 99.397574% of the

share capital present and entitled to vote, and to 36.493327%

of the ordinary share capital.

The    Chairman    thus     announced          that    the    proposal       had    been

approved,    and    asked    the     undersigned        Notary    to    provide      the

Shareholders with the details of the vote.

The undersigned Notary communicated that:

38    persons     entitled     to       vote    took    part     in    the    voting,

representing       4,899,353,056          ordinary       shares,       equating      to

36.714504% of the ordinary share capital, of which 783,519,139

shares were represented in person and 4,115,833,917 by proxy.

4,899,353,056       ordinary        shares      were     admitted       to    voting,

corresponding      to   100%       of    the    shares       represented      at    the

Meeting;

- votes in favour 4,869,838,080 equating to 99.397574% of the

share capital present and entitled to vote, and to 36.493327%

of the ordinary share capital;

- votes against 20,659,269, equating to 0.421673% of the share

capital present and entitled to vote, and to 0.154815% of the

ordinary share capital;

-    abstentions    637,519,    equating         to    0.013012%      of   the     share

278
capital present and entitled to vote, and to 0.004777% of the

ordinary share capital;

- not voting 8,218,188, equating to 0.167740% of the share

capital present and entitled to vote, and to 0.061585% of the

ordinary share capital;

- the total of votes was 4,899,353,056 shares.

Finally, the undersigned Notary Public read out the list of

the Shareholders who voted against the motion, abstained or

did    not   vote,    and   invited      the    attendants    to    report    any

omissions or discrepancies in the list. Nobody asked to take

the floor.

The details of the votes cast would be available and would be

appended to the Meeting’s minutes.

The Chairman consequently proceeded to introduce the

                            Item 3 on the agenda

“Deletion of Title VI “Regarding the Executive Committee” and

clauses 27, 28, 29, 30, 31, 32 of the Articles of Association

and    consequent     re-numbering        of    the    titles      and   clauses

following; amendments to clauses 1, 2, 4, 5, 6, 8, 9, 17, 21,

22, 23, 26, 27, 28, 29 (as re-numbered following the deletion

of    clauses   27,   28,    29,   30,    31,    32)   of    the   Articles    of

Association”

279
In consideration of the fact that the Directors' report on the

items in the agenda had been filed in accordance with the law

as well as included in the folder distributed to all those

present   and    sent    to   the     shareholders        so    requesting,     the

Chairman proposed that, unless there were objections, the full

text be not read out.

The Chairman informed the Meeting that the Bank of Italy,

having been previously informed of this proposed operation in

accordance with current statutory and regulatory provisions,

had issued its clearance.No objection having been raised to

the    above   proposal,      He    thus    invited   the       Shareholders     to

approve    the   following         motion     presented    by     the   Board    of

Directors on the        matter.

“Dear Shareholders,

with reference to the above, if you are in agreement, we ask

you to approve the following proposal:

"The   Extraordinary      Shareholders'         Meeting,       having   heard   the

Board of Directors' proposal

                                   RESOLVES

1. to approve the following modifications to the Articles of

Association:

- amendment of paragraph 1 of Clause 1 as per the following

280
new wording:

“1. UniCredit, a limited company, formerly known as UniCredito

Italiano, Credito Italiano and Banca di Genova prior to that,

and established in Genoa by way of a private deed dated 28

April   1870,    is    a   bank     pursuant      to   the    provisions     of

Legislative Decree no. 385 dated 1 September 1993.”

- amendment of paragraph 1 of Clause 2 as per the following

new wording:

“1. The registered office of the Bank is located in Rome while

its Head Office is located in Milan.               It may establish, both

in    Italy    and    abroad,     branches,       agencies,     outlets     and

representative offices”

- amendment of paragraph 3 of Clause 4 as per the following

new wording:

“3. The Bank, in its role of parent to the Banking Group

UniCredit,     pursuant    to     the    provisions    of     Clause   61   of

Legislative Decree no. 385 dated 1 September 1993, issues - in

undertaking     its   management        and   co-ordination    activities    –

instructions to other members of the Group in respect of the

fulfilment of requirements laid down by the Bank of Italy in

the interest of the Group’s stability”

- amendment of paragraphs 2, 3, 5, 6 and 7 of Clause 5 by

281
introducing the following new wordings, respectively:

“2. The Board of Directors, in exercising the power assigned

to it pursuant to the provisions of Clause 2443 of the Italian

Civil Code by the Special Meeting of Shareholders held on 2

May 2000 and that assigned to it by the Special Meeting of

Shareholders held on 5 May 2001, decided, on 23 May 2000, to

increase the Bank’s share capital up to a maximum nominal

amount    of   EUR   9,317,500,     equating   to   a   maximum   number   of

18,635,000 ordinary shares bearing a nominal value of EUR 0.50

each and, on 28 March 2001, to increase share capital up to a

maximum    nominal    amount   of    EUR   15,682,500,     equating   to    a

maximum number of 31,365,000 ordinary shares bearing a nominal

value of EUR 0.50 each, to service the exercising of the

equivalent number of stock rights reserved for the Executive

Staff of UniCredit S.p.A. and federated banks, as well as

other Group companies identified by the Board of Directors,

subscribing to the “Growth in Group Value - Global Action

Plan” resolved upon by the Board itself, of the rights issued

pursuant to the resolution passed on May 23rd 2000, a total of

10,059,765 were exercised, against which 10,059,765 ordinary

shares were subscribed for and issued; of the rights issued

pursuant to the resolution passed on March 28th 2001, a total

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of 13,407,080 were exercised against which 13,407,080 ordinary

shares were subscribed for and issue.”

“3. The Board of Directors, in exercising the power assigned

to it pursuant to the provisions of Clause 2443 of the Italian

Civil Code by the Special Meeting of Shareholders held on 6

May 2002, decided, on 25 July 2002, to increase the Bank’s

share     capital    up   to    a    maximum       nominal        amount    of     EUR

17,500,000,      equating      to    a    maximum    number        of    35,000,000

ordinary shares bearing a nominal value of EUR 0.50 each, to

service    the   exercising     of       the   equivalent     number       of    stock

rights reserved for the Executive Staff of UniCredit S.p.A.,

as well as other Group banks and companies identified by the

Board of Directors, subscribing to the “Growth in Group Value

- Global Action Plan” resolved upon by the Board itself on 11

March 2002, 19,317,852 rights were exercised, against which a

total of 19,317,852 ordinary shares were subscribed for and

issued.”

  “5.     In   partial    exercise        of    powers     conferred        by     the

Extraordinary       Shareholders’        Meeting    held     on    May     4th   2004

pursuant to Article 2443 of the Italian Civil Code, the Board

of Directors passed a resolution on July 22nd 2004 to increase

capital by a maximum amount of EUR 7,284,350 corresponding to

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a maximum number of 14,568,700 ordinary shares of EUR 0.50

each, passing another resolution on November 18th 2005 to

increase    capital     by    a    maximum      amount    of   EUR    20,815,000

corresponding     to    a    maximum      number     of   41,630,000    ordinary

shares     of   EUR    0.50       each,    to   be    used     to    exercise   a

corresponding number of subscription rights reserved for the

Executive Personnel of UniCredit S.p.A. and the other Group

Banks and Companies who hold positions which are significant

in terms of achieving the overall objectives of the Group, and

passing another resolution on December 15th 2005 to increase

capital by a maximum amount of EUR 750,000 corresponding to a

maximum number of 1,500,000 ordinary shares of EUR 0.50 each.”

“6. The Board of Directors, in partial exercise of the powers

received as per art. 2443 Civil Code from the Extraordinary

Shareholders’ Meeting of May 12th 2006, has resolved, on June

13th 2006 to increase the share capital of a maximum nominal

amount of EUR 14,602,350 corresponding to a maximum number of

29,204,700 ordinary shares having a value of EUR 0.50 each, on

July 1st 2006 to increase the share capital of a maximum

nominal amount of EUR 45,150 corresponding to a maximum number

of 90,300 ordinary shares having a value of EUR 0.50 each, at

the   service   of     the   exercise     of    a   corresponding      number   of

284
subscription   rights   to   be   granted   to   the   Management   of

UniCredit S.p.A, as well as of the other Banks and companies

of the Group, who hold positions considered highly relevant

for the attainment of the overall Group targets.”

“7. The Board of Directors, in partial exercise of the powers

received, as per art. 2443 Civil Code, from the Extraordinary

Shareholders’ Meeting of May 10th 2007, has resolved on June

12th 2007 to increase the share capital of a maximum nominal

amount of EUR 14,904,711.50 corresponding to a maximum number

of 29,809,423 ordinary shares with a value of EUR 0.50 each,

at the service of the exercise of a corresponding number of

subscription   rights   to   be   granted   to   the   Management   of

UniCredit S.p.A, as well as of the other Banks and companies

of the Group, who hold positions considered highly relevant

for the attainment of the overall Group targets.”

- amendment of paragraphs 3, 4, 5, 6, 7, 8 and 10 of Clause 6

by introducing the following new wordings, respectively:

“3.The 16,984,286 ordinary shares issued following the capital

increase decided by the Board of Directors on 12 June 2005, in

partial exercise of powers conferred pursuant to Article 2443

of the Italian Civil Code by the Extraordinary Shareholders’

Meeting on 4 May 2004, were allotted to all members of staff

285
of UniCredit S.p.A. and the other Group banks and companies

when implementing the “Medium-term Incentive Scheme for Group

Staff – Year 2004” approved by the Board of Directors of

UniCredit S.p.A.. Such shares, for a period of three years

from issue, may not be transferred between living persons or

used as collateral.”

“4. The 2,946,000 ordinary shares issued following the capital

increase     decided   by   the    Board   on     November      30th   2005,   in

partial exercise of the powers conferred pursuant to Article

2443    of    the   Italian       Civil    Code    by     the    Extraordinary

Shareholders’ Meeting held on May 4th 2004, were assigned to

Executive Personnel of UniCredit S.p.A. and the other Group

banks and companies during implementation of the “Medium-term

Incentive Scheme for Group Staff – Year 2005” approved by the

Board   of    Directors     of    UniCredit     S.p.A..    Such    shares      are

encumbered by a restriction freezing them for three years from

issue, and may not be transferred between living persons or

used as collateral. In the case of death of the employee, the

shares will be transferred to his/her heirs and the above

restriction will no longer apply. In the case of resignation

or sacking for just cause or justified motives, or if the

employee resigns without being entitled to a pension, the

286
Pension Fund for staff of the companies of the UniCredito

Italiano Group will have the right to repurchase the shares

assigned to the employee who has retired, at their nominal

value. The right to repurchase the shares must be exercised by

the    Pension        Fund    for     personnel   of    the     companies    of    the

UniCredito Italiano Group within 90 days of the employee’s

ceasing to work for the company, and if in the meantime the 3-

year restriction set out in the present clause expires, the

shares will remain frozen for 90 days. The dividend relating

to such shares will only be paid once the restriction period

has expired.”

“5. The 50,000,000 stock rights – of which 18,635,000 were

issued on 23 May 2000 and 31,365,000 were issued on 28 March

2001, by virtue of the Board of Directors exercising the power

assigned to it, pursuant to the provisions of Clause 2443 of

the Italian Civil Code, by the Special Meeting of Shareholders

held    on   2    May       2000,    to   increase     share    capital    with    the

exclusion        of    option       rights   pursuant    to    the   provisions     of

Clause 2441, paragraph 8, of the Italian Civil Code – and

allotted to the Executive Staff of UniCredit S.p.A. and other

Group    banks         and    companies       identified       by    the   Board    of

Directors,            are     registered        and      non-transferable          and

287
automatically lapse in the event of dismissal for just cause

or justifiable reason; similarly, the stock rights lapse in

the    event      of     an    employee        resigning   without      the     right   to

receive a pension, unless established otherwise by the Board

of Directors of UniCredit S.p.A. on an individual case basis;

in    the    event       of    an     employee’s    death,      the    right    shall   be

transferred to his heirs. These rights, may be exercised until

2009 at the unit price of EUR 4.53 referring to n. 18,635,000,

at a unit price of EUR 4.99 referring to n. 31,365,300, with

both prices subject to change, pursuant to the provisions of

their respective Issue Regulations and in accordance with the

criteria and during the periods identified by the Board of

Directors.”

“6. The 35,000,000 stock rights - issued on 25 July 2002,

further      to        the    Board     of     Directors   exercising          the   power

assigned to it, pursuant to the provisions of Clause 2443 of

the Italian Civil Code, by the Special Meeting of Shareholders

held    on    6     May       2002,    to    increase   share     capital       with    the

exclusion         of    option        rights    pursuant   to    the    provisions       of

Clause 2441, paragraph 8, of the Italian Civil Code – and

allotted to the Executive Staff of UniCredit S.p.A. and other

Group       banks       and     companies        identified      by    the     Board     of

288
Directors,           are     registered         and     non-transferable        and

automatically lapse in the event of dismissal for just cause

or justifiable reason; similarly, the stock rights lapse in

the    event    of    an     employee    resigning      without   the   right   to

receive a pension, unless established otherwise by the Board

of Directors of UniCredit S.p.A. on an individual case basis;

in    the    event    of     an    employee’s   death,    the   right   shall    be

transferred to his heirs. These rights may be exercised until

2011, with effective on the days provided for in the Issue

Regulations, at a unit price of EUR 4.263 each, which is

subject to change, pursuant to the provisions of their Issue

Regulations.”

“7. The 585,899 “Stock rights UniCredito Italiano 2001 – 2010

- Ex Stock rights Rolo Banca 1473 Spa 2001 – 2005” and the

738,667 “Stock rights UniCredito Italiano 2002 – 2010 - Ex

Stock rights Rolo Banca 1473 Spa 2002 – 2005” by virtue of the

resolution carried by the Special Meeting of Shareholders on 6

May 2002 and allotted to replace the same number of stock

rights allotted in turn to the Executive Staff of Rolo Banca

1473        S.p.A.     are        registered     and     non-transferable       and

automatically lapse in the event of an employee leaving the

Group’s       service        for    reasons     other    than     retirement    or

289
resignation due to his transfer to another company belonging

to the Banking Group UniCredit. These rights also lapse in the

event of an employee retiring and subsequently engaging in

activities that compete with those of UniCredit S.p.A.. In the

event of an employee’s death, the right shall be transferred

to his heirs.”

“8. The 14,568,700 subscription rights issued by the Board of

Directors on July 22 2004 pursuant to powers conferred by the

Extraordinary       Shareholders’   Meeting     of    4   May   2004   may   be

exercised between 2008 and 2017 at a unit price of EUR 4.018,

subject to change on the basis of the issue Regulations and

according to such criteria and periods as may be chosen by the

Board of Directors. The 41,630,000 subscription rights issued

by the Board of Directors on November 18th 2005 on the basis

of powers conferred by the Extraordinary Shareholders’ Meeting

of 4 May 2004 may be exercised from 2009 until 2018 at the

unit price of EUR 4.817, subject to amendment pursuant to the

Regulations of Issue and according to the criteria and periods

decided by the Board of Directors. The 1,500,000 subscription

rights issued by the Board of Directors on December 15th 2005

on    the   basis    of   powers    conferred    by       the   Extraordinary

Shareholders’ Meeting referred to in the present clause may be

290
exercised from 2009 until 2018 at the unit price of EUR 5.301,

subject to amendment pursuant to the Regulations of Issue and

according to the criteria and periods decided by the Board of

Directors. The subscription rights set forth in this paragraph

were allocated to Management of UniCredit S.p.A. and of the

Group banks and companies who hold positions of particular

importance for the purposes of achieving the Group’s overall

objectives. The subscription rights shall be nominative and

non-transferrable     and   automatically       expire   in    the   case   of

dismissal for just cause or justified motives; similarly the

subscription rights shall expire in the event of the voluntary

resignation of the employee without entitlement to receive

pension benefits unless the Board of Directors of UniCredit

S.p.A. has specified otherwise with respect to this specific

case. In the event of the death of the employee, the right

shall be transferred to his/her heirs.”

“10.The Board of Directors has the ability, pursuant to the

provisions of Clause 2443 of the Italian Civil Code, to agree

to increase – through one or more transactions and over a

period   of   no   more   than   five   years    from    the   shareholders’

resolution carried on 4 May 2004, a rights issue, pursuant to

the provisions of Clause 2349 of the Italian Civil Code, for a

291
maximum    nominal        amount    of   EUR    52,425,000,    equating          to   a

maximum     number    of     104,850,000       ordinary    shares         bearing     a

nominal value of EUR 0.50 each, to be allotted to the Staff of

UniCredit S.p.A. and other Group banks and companies. This

capital increase shall be effected by utilising the special

reserve    known     as    the   “Reserve      relating   to   the    medium-term

incentive    scheme       for    Group   staff”   established        as    and   when

necessary and restored or increased from year to year, or in

accordance with the various procedures laid down by the laws

in force at any           given time. The powers pertaining to the

present clause were exercised by resolutions of the Board of

Directors dated July 22nd 2004, March 14th 2005, June 12th

2005, November 30th 2005, March 22 2006 and March 21 2007 for

20,373,063,    1,341,480,          16,984,286,    2,946,000,    2,548,860           and

4,085,100 ordinary shares, respectively.”

- amendment of paragraph 1 of Clause 8 per the following new

wording:

“1. A General Meeting of Shareholders is convened at least

once a year within the terms of law, in order to resolve upon

the issues that the law and the Articles of Association make

it responsible for.”

 - amendment of paragraph 1 of Clause 9 according to the

292
following new wording:

“1. The Meeting takes place at the Bank’s Registered Office,

at its Head Office or in another location within Italy, as

indicated in the Notice of Meeting.”

- amendment of paragraph 3 of Clause 17 according to the

following new wording:

“3. With regard to the appointment of permanent and stand-in

members     to   the    Statutory      Board   of   Auditors,    Clause   30

applies.”

- deletion of paragraph 9 of Clause 21 and renumbering of the

subsequent paragraph 10 as paragraph 9;

- amendment of paragraphs 2, 3, 4, 5, 6, 7, 8 and 9 (ex

paragraph 10, renumbered following the annulment of paragraph

9)    of   Clause      21   as   per    the    following   new    wordings,

respectively:

“2. The Board of Directors may appoint one Managing Director,

while also determining his/her duties, powers and authorities,

and may bestow special duties and powers upon other Board

members.”

“3. The Managing Director is responsible for following the

execution of resolutions carried by the Board of Directors,

availing themselves of the Head Office.”

293
“4. The Board of Directors appoints a “Comitato Manageriale”

(the “Management Committee”), consisting of members of the

Head Office and seconded subjects in charge of consultation

and support functions to the activity of the Managing Director

for the management of the company and of its Banking Group.

Terms   and   conditions    governing    the   “Comitato   Manageriale”

functions are set forth in the Company’s internal rules. In

their respective capacities as of members of the Head Office,

the   members   of   the   “Comitato    Manageriale”   also   implement

decisions adopted by the Managing Director, according to the

provisions of the subsequent Article 27, par. 2, and reports

to him/her.”

“5. The Managing Director and other Directors entrusted with

specific duties report to the Board of Directors, as per the

procedures and deadlines established by the latter, on the

activities undertaken by themselves, in conformity to legal

requirements.”

“6. The Board of Directors, as an alternative to the Managing

Director, may appoint a General Manager and one or more Deputy

General Managers, while also determining their duties and the

duration of their term in office. In case a Managing Director

has been appointed, more General Managers and more Deputy

294
General Managers may be appointed by the Board of Directors

that   determines    their    duties   and     the   respective     areas   of

competence, further to a proposal from the Managing Director.

The General Managers shall be vested with powers that the

Managing Director decides to delegate to them, said powers

being part of those delegated to said Managing Director by the

Articles of Association and by the Board of Directors.”

“7. In case one General Manager and no Managing Director have

been appointed, the General Manager may be elected Director of

the Bank. In such a situation, the Board of Directors shall

appoint him Managing Director.”

“8. Except for the provisions of paragraph 7 of this Clause,

the General Managers in exercising their powers report to the

Managing Director performing the management duties that he/she

asks   them   to   perform   and,    when    requested   by   the   Managing

Director, they are responsible for following the execution of

resolutions    carried   by    the     Board    of   Directors,     availing

themselves of the Head Office.”

“9. The General Managers participate in the meetings of the

Board of Directors vested with the ability to table proposals,

without being granted voting rights.”

- amendment of paragraphs 1 and 4 of Clause 22 as per the

295
     following new wordings, respectively:

     “1. The Board of Directors meets at the Bank’s Registered

     Office or elsewhere in Italy or abroad at intervals of usually

     no more than three months and every time the Chairman feels it

     necessary or a Board meeting is requested by the Managing

     Director or by least three Directors. A Board meeting may also

     be convened on the initiative of one Statutory Auditor.”

     “4. The Chairman and Managing Director may invite the Managers

     within the Head Office or the subjects seconded to the Head

     Office, to attend Board meetings, without being granted voting

     rights.”

     - insertion of a new 5th sub-section and amendment of the 13th

     sub-section   within    paragraph    3    of    Clause   23,   as   per   the

     following new wordings, respectively:

“-    the   demerger   of   companies    in    the   situations     foreseen   by

     Clause 2506 (iii) of the Italian Civil Code;”

“- the appointment and revocation of General Managers, Deputy

     General    Managers    and   other       members   of    the    Management

     Committee;”

     - deletion of paragraph 4 of Clause 23 and renumbering of the

     subsequent paragraph 5 as paragraph 4;

     - amendment of paragraph 2 of Clause 26 as per the following

     296
new wording:

“2. The way in which the emoluments payable to the Board of

Directors (as resolved upon by the Meeting) are distributed is

established       by    way     of    a    Board    resolution.   The     Board   of

Directors        may    also,    after       hearing     the   opinions    of     the

Statutory Board of Auditors, establish the remuneration of the

Chairman, Deputy Chairmen and Managing Director as provided

for by Clause 2389, third paragraph, of the Italian Civil

Code.”

- deletion of paragraph 3 of Clause 26;

- deletion of           Title VI “Regarding the Executive Committee”

and of the Clauses 27, 28, 29, 30, 31, 32 and renumbering of

the subsequent Titles and Clauses;

-     renaming     of   the     new       Title    VI   “Regarding   the    Central

Management” into “Regarding the Head Office”;

- deletion of paragraphs 3 and 4 of Clause 27 (formerly Clause

33) and renumbering of the subsequent paragraphs 5, 6, 7, 8 as

paragraphs 3, 4, 5, 6;

- amendment of paragraphs 1, 2, 3 (formerly paragraph 5), 4

(already mentioned as paragraph 6), 5 (formerly paragraph 7)

and     6   (formerly      paragraph         8),    renumbered    following       the

annulment of paragraphs 3 and 4, of Clause 27 (formerly Clause

297
  33) as per the following, new wordings, respectively:

  “1. The Head Office is composed by General Managers, Deputy

  General     Managers,      members    of    the      Management     Committee,

  employees assigned to the Head Office and seconded subjects.”

  “2.   The      Head   Office   guarantees,      in     accordance   with     the

  guidelines established by the Managing Director or – where not

  appointed – by the General Manager, the smooth running of the

  business and the correct execution of resolutions carried by

  the Board of Directors.”

  “3. The Managing Director or – where not appointed – the

  General Manager determines the duties, powers and authorities

  of the Head Office in order to carry out the Bank’s ordinary

  transactions.”

  “4. The Managing Director, the General Managers, the Deputy

  General Managers and the members of the Management Committee

  are vested, as indicated in Clause 29 below including, without

  any   specific        powers   needing     to   be     delegated,   with     the

  following abilities:

a) to promote and support legal and administrative actions at any

  level of the law, including the exercising, remission and

  waiver    of    the    right   to   proceed     with    a   lawsuit,   and   to

  represent       the     Bank   within      every       place   of    judicial,

  298
  administrative        and       arbitration          proceedings,             including

  therefore in cassation and revocation proceedings and before

  the State Council, with the ability to reach agreements and to

  settle by compromise in arbitration proceedings, which may

  include friendly settlement arrangements;

b) to   enable,    possibly       through    the      use        of   special     agents,

  mortgages and liens to be registered, subrogated, reduced,

  postponed      and   cancelled,    as     well      as    to    effect    and    cancel

  registrations and records of any kind, regardless of whether

  or not the loans to which these registrations, records and

  entries refer have been paid;

c) to effect any transaction whatsoever, including the collection

  and withdrawal of securities and other instruments, with the

  Bank of Italy, Bank for Deposits and Loans, the Public Debt

  Agency,       and,   in   any    event,       any        office     of   the     Public

  Administration, with no exclusion, State-owned organisations,

  enterprises and companies or public bodies, and, furthermore,

  to carry out every measure pertaining to these transactions;

d) to   issue    special    mandates      for    the       execution       of    specific

  ordinary transactions and powers of attorney for litigation

  proceedings;

e) to vest employees or third parties, including individually,

  299
with the ability to represent the Bank, as shareholder or as

the delegate of minority interests, at the General or Special

Meetings of Shareholders of Italian or foreign companies, in

conformity to prevailing laws.

The Managing Director or - where not appointed - the General

Manager     may   delegate          the   above       mentioned       powers         to     the

employees    assigned      to    the      Head       Office    or    to       the    seconded

subjects.”

“5.   The   Board     of   Directors         has      the     ability         to    establish

organisational structures and/or decision-making units, such

as regional management offices, situated locally, to which the

Managing    Director       or   –    where      not    appointed          –    the    General

Manager may delegate (availing itself of the Head Office if

necessary)    duties,       powers        and    authorities,        in        addition      to

those indicated in Clause 28, for the management of Branches,

determining the procedures by which they are to be exercised.”

“6. The Managing Director or – where not appointed – the

General     Manager    may      delegate        to     the    Management            Teams    of

Branches    (availing       themselves          of    the     Head   Office          and    the

structures referred to in the previous paragraph if necessary)

duties, powers and authorities, in addition to those indicated

in Clause 28, for the management of Branches, determining the

300
procedures by which they are to be exercised.”

- amendment of paragraph 1 of Clause 28 (formerly Clause 34)

as per the following new wording:

“1. The management of each Branch is entrusted to a Management

Team, composed of the Executive Staff assigned to it or of

persons on secondment to it. The Management Team, solely for

the management of the Branch, is vested with the all the

powers    needed    in   order      for   ordinary      transactions      to   be

effected, said powers including the abilities referred to in

points a) b) c) and d) of Clause 27 above and to be exercised

by adopting the procedures set out in Clause 29 below.”

- amendment of paragraphs 1, 3 and 4 of Clause 29 (formerly

Clause 35) as per the following new wordings, respectively:

“1.     Representation     of       the    Bank    (including        procedural

representation)      and   signing        on   behalf    of   the      Bank    are

responsibilities assumed separately by the Chairman of the

Board    of   Directors,      the     Deputy      Chairmen,    the      Managing

Director,     the   General      Managers,      and     the   Deputy     General

Managers, with said individuals vested with the ability to

designate, be it a continuous basis or otherwise, employees of

the Bank and persons on secondment to the Bank, as well as

outside third parties, as representatives and special agents

301
for   the   undertaking     of    single    actions   and    operations      or

specific    types   of    actions     and   operations      and   to   appoint

lawyers, technical consultants and arbiters, assigning to them

the appropriate powers and authorities.”

“3. The following persons also have the ability to sign in the

name of UniCredit:

a) for the Head Office and for all branches, agencies and

representative      offices:      others    members   of    the   Management

Committee if different to their mentioned in the paragraph 1

and the relevant Executive Staff vested with this ability;

b)for the Head Office Unit only: Managers and grade 2, 3 and 4

Assistant Managers assigned to the Head Office, as well as

seconded subjects vested with this ability;

c)for   individual        branches,    agencies,      and    representative

offices: Managers and grade 2, 3 and 4 Assistant Managers

assigned to them, as well as seconded subjects vested with

this ability.

In order to be binding, documents issued for the Bank by

representatives     who    have    been     authorised     pursuant    to   the

provisions of this paragraph must be signed jointly by two of

the persons indicated, with the restriction however that grade

2 and 3 Assistant Managers may only sign with a grade 4

302
Assistant Manager or a Manager.”

“4. In order to facilitate the smooth running of operations,

the   Board    of    Directors    may   however   authorise    the   joint

signature of grade 2 and/or 3 Assistant Managers, as well as

the sole signature of Managers, Assistant Managers, employees

belonging     to    the   third   professional    area   and   persons   on

secondment to the Company, for documents concerning ordinary

business operations that shall be determined by the Board

itself.”

2. to vest the Chairman and the Managing Director, who may act

in this regard jointly or separately, with the faculty to sub-

delegate the management personnel, with every relevant power

needed to render the above resolutions effective according to

the law, as well as to proceed to the filing and registration

according to the law,             with an explicit prior declaration

being made affirming approval and ratification, and to effect

any other measures which may prove necessary in order for

these resolutions to be executed;

3. to authorise the Chairman and the Managing Director, who

may act in this regard jointly or separately, to file the text

of the Articles of Association, updated as above, with the

Registrar of Companies”.

303
The Chairman subsequently opened the floor to debate, asking

the   participants    to   make   their   points    as    succinctly    as

possible.

Responding to a question from the floor by shareholder Luigi

CHIURAZZI, the Chief Executive Officer briefly explained the

reasons which had prompted the Board of Directors to abolish

the Executive Committee from the Articles of Association, and

to create other Committees with the purpose to perform all

the   preliminary    and   preparatory    work     for    the   Board   of

Directors in respect to specific individual sectors. It was

believed that such a system could facilitate the work of the

Board of Directors.

Mr. Michel MARBOT took the floor to express the hope that it

may be included in the Articles of Association that, in the

event that a shareholder requested an investigation by the

Board of Statutory Auditors, the above body would necessarily

proceed to hear all parties involved.

In conclusion of the meeting, he further expressed the desire

to thank the Chairman Mr. Dieter Rampl for his excellent

conduction of the meeting work.

The shareholder Agostino CASSARA' took the floor and, with

reference   to      his    previous   statements         concerning     the

304
modifications to the Meeting Regulations,                       being aware of the

outcome of the relevant previous vote, in order to comply with

the will of the shareholders who had specifically designated

his, expressed the following points:

"The Associazione dei Piccoli Azionisti di UniCredito Italiano

– “Azione UniCredit” was generally abstaining from voting on

the   proposed     amendments,           because    they     would    have   been   in

favour of all amendments except one, regarding article 1, on

the deletion of the word “Italiano”, with reference to both

the Company and the banking Group, which they were totally

opposed to (see the expression of vote and relevant statement

of    reasons     on    item    7    of    the     ordinary     session).    “Azione

UniCredit”      consequently         submitted      an    alternative     resolution

proposal, also sent to the Chairman by e-mail in advance of

the Meeting, wherein the amendment to art. 1 of the Articles

of Association had been deleted from the third item on the

agenda of the extraordinary session, and invited the other

shareholders       to    vote       in    favour    of    the   above   alternative

motion, thus maintaining the current wording of art. 1 of the

Articles     of        Association,         which        already     envisaged      the

utilisation        of     the       abbreviated          corporate      denomination

UniCredit S.p.A. ".

305
The   undersigned         Notary   took     the    floor     to   confirm    to   the

shareholder that it was possible to proceed to separate votes

for each point of the proposed motion.

As no other participant asked to take the floor, the Chairman

declared the debate to be closed.

Before opening the voting operations, the Chairman reported

that, in the event that a shareholder wished to cast a similar

vote for every proposal, the information system allowed to do

so by casting just one vote through the terminal; in order to

speed up the voting process, he was going to put to the vote

all amendments to the Articles of Association at the same

time:     the     votes    cast    through    voting         terminals    would   be

individually attributed to each proposed resolution. On the

other   hand,      those    who    wished    to    cast      different    votes   on

separate proposals should report such intention to the                        Notary

Public,     and    cast    their    ballots       at   the    purposely     intended

“assisted voting stations”.

At    the   end      of    the     voting     process,        results     would   be

communicated        with     reference       to    the       single     voting,   or

alternatively, in the event of differentiated ballots, with

reference to the individual proposals.

                      VOTING ON ITEM 3 ON THE AGENDA

306
The Chairman subsequently proceeded to conduct the ballot on

point 3 on the agenda.

The Chairman asked any shareholders who might have momentarily

left their places to please return to their seats and not

leave them as long as voting lasted.

He further asked the participants to declare any impediments

or limitations to voting rights, pursuant to:

- articles 120, 121 and 122 of legislative decree no. 58 of 24

February 1998 (Italian Consolidate Law on Finance)

- articles 19, 20 and 24 of legislative decree no. 385 of 1

September 1993;

- article 2359 bis of the Italian Civil Code;

- article 5 of the Articles of Association.

Having confirmed that no one had declared the existence of any

impediments to voting rights, the Chairman put to the vote the

motion for the

“Deletion of Title VI “Regarding the Executive Committee” and

clauses 27, 28, 29, 30, 31, 32 of the Articles of Association

and    consequent     re-numbering      of    the   titles     and   clauses

following; amendments to clauses 1, 2, 4, 5, 6, 8, 9, 17, 21,

22, 23, 26, 27, 28, 29 (as re-numbered following the deletion

of    clauses   27,   28,   29,   30,   31,   32)   of   the   Articles   of

307
Association”

He further invited all voters to cast their votes by using

the “terminal”.

After a short pause and having asked if everyone present had

voted, the Chairman declared the voting to be closed.

37    persons    entitled      to    vote    took    part      in    the    voting    on

“Deletion of Title VI “Regarding the Executive Committee” and

clauses 27, 28, 29, 30, 31, 32 of the Articles of Association

and    consequent       re-numbering         of     the   titles          and    clauses

following; amendments to clauses 1, 2, 4, 5, 6, 8, 9, 17, 21,

22, 23, 26, 27, 28, 29 (as re-numbered following the deletion

of    clauses    27,    28,    29,    30,    31,    32)   of     the      Articles    of

Association”,       representing        4,790,262,822           ordinary         shares,

equating to 35.897010% of the ordinary share capital, of which

783,519,139       shares        were        represented         in        person     and

4,006,743,683      by   proxy.       4,790,262,822        ordinary        shares    were

admitted    to    voting,      corresponding         to   100%       of    the     shares

represented at the Meeting.

The   Chairman    asked       the    undersigned      Notary        to    provide    the

Shareholders with the details of the vote.

The undersigned Notary communicated the result of the vote,

which was identical for all the amendments proposed, with the

308
exception of the amendment to clause 1 of the Articles of

Association for which a differentiated ballot was cast.

Voting   on   the   amendment    to   clause   1   of   the   Articles   of

Association:

- votes in favour 4,739,130,648 equating to 98.932581% of the

share capital present and entitled to vote, and to 35.513838%

of the ordinary share capital;

- votes against 22,196.416, equating to 0.463365% of the share

capital present and entitled to vote, and to 0.166334% of the

ordinary share capital;

- abstentions 20,717,570, equating to 0.432493% of the share

capital present and entitled to vote, and to 0.155252% of the

ordinary share capital;

- not voting 8,218,188, equating to 0.171560% of the share

capital present and entitled to vote, and to 0.061585% of the

ordinary share capital;

- the total of votes was 4,790,262,822 shares.

Voting   on   “Deletion   of    Title   VI   “Regarding   the   Executive

Committee” and clauses 27, 28, 29, 30, 31, 32 of the Articles

of Association and consequent re-numbering of the titles and

clauses following; amendments to clauses 2, 4, 5, 6, 8, 9, 17,

21, 22, 23, 26, 27, 28, 29 (as re-numbered following the

309
deletion of clauses 27, 28, 29, 30, 31, 32) of the Articles of

Association”:

- votes in favour 4,739,138,774 equating to 98.932751% of the

share capital present and entitled to vote, and to 35.513899%

of the ordinary share capital;

- votes against 22,188,290, equating to 0.463196% of the share

capital present and entitled to vote, and to 0.166273% of the

ordinary share capital;

- abstentions 20,717,570, equating to 0.432493% of the share

capital present and entitled to vote, and to 0.155252% of the

ordinary share capital;

- not voting 8,218,188, equating to 0.171560% of the share

capital present and entitled to vote, and to 0.061585% of the

ordinary share capital;

- the total of votes was 4,790,262,822 shares.

The Chairman, thus, declared the proposal made by the Board

of    Directors    concerning    amendments     of     the    Articles      of

Association approved.

Having completed the discussion of the items on the agenda,

and   nobody    having   asked   to    take   the    floor,    the   Chairman

thanked   the     Shareholders   and    declared     the     Meeting   to    be

adjourned at 22 hours 00 minutes.

310
The following documents are attached to these minutes:

1)    lists     of   the   shareholders   attending     the   Shareholders’

Meeting or represented by proxy, under letter “A/1” ordinary

session and “A/2” extraordinary session;

2)    Annual    Corporate    Governance   Report   to   the Shareholders’

Meeting, under letter “B”;

3) Document “2008 medium/long term incentive plans” set up

pursuant to the Consob Regulation no.11971/99, under letter

“C”;

4)    Company    and   consolidated   financial    statements    as   at   31

December 2007, the attached Directors’ and Board of Statutory

Auditors’ Reports and Auditing Company’s Reports, under letter

“D”;

5) Documents requested to be attached by Mr. Mauro Ponticelli,

attachment “E/1” and Mr Elman Rosalia, attachment “E/2”;

6) Directors’ Reports and proposals concerning the items on

the agenda and the supplementary report to the shareholders

requested by Bank of Italy, under letter “F”;

7) curriculum vitae of each appointed director, under letter

“G”;

8) new text of the Meeting Regulations, under letter “H”;

9) new text of the Articles of Association, under letter “I”;

311
10) results of the votes on all the items on the agenda, under

letter “L”.

The appearing party has exempted the undersigned notary public

from reading out all the attachments, having stated of having

exact knowledge of them.

I have read this deed to the appearing party who, in response

to my enquiry, has declared it respondent to his will, and

undersigns it with the notary public.

Written by a trusted person on seventy sheets for two hundred

and seventy-seven pages and to this point of page   two hundred

and seventy-eighth in typing and for a small part by hand.

F.ti: Dieter RAMPL

      Salvatore MARICONDA, Notary




312
UniCredit S.p.A.                                                      8 May 2008 11.00.25

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)




POSITION AT THE TIME OF OPENING THE MEETING




There are now 3.702.021.320 ordinary shares represented in the meeting Hall

corresponding to 27,742005 %                 of ordinary share capital and represented by

    134 person entitled to vote.

      95 holders of voting rights are present in person and

    136 holders of votin rights are represented by proxy.




08/05/2008 11.48.33   4 SupervRea (IAPASR) Shares:231
HeadCount: 134
UniCredit S.p.A.                                                               8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)



                                             RESULTS OF VOTING


 SubJet :       Presentation of financial statement at 31/12/2007



      89 (*) persons entitled to vote took part in the voting, representing

 5.160.105.453 ordinary shares, equating to 38,668516 %                         of ordinary

 share capital of which 787.985.879 shares were represented in person and

 4.372.119.574 by proxy.

 5.160.105.453 ordinary shares were admitted to voting, corresponding to

 100,000000 % of the shares represented at the meeting.

 The counting of votes produced the following results:
                                                               % of share capital present and entitled
                                                                            to vote %ordinary capital
IN FAVOUR         N.       5.096.141.295          votes equating to       98,760410%     38,189185%

AGAINST           N.       1.283.611 votes equating to                     0,024876%       0,009619%
                   ——————————————————
Sub-total              5.097.424.906 votes equating to                    98,785286%     38,198804%

ABSTENTIONS N.                 54.335.024         votes equating to        1,052983%       0,407173%

NOT VOTING        N.       8.345.523 votes equating to                     0,161732%       0,062539%
                   ——————————————————
Sub-total                 62.680.547 votes equating to                     1,214714%       0,469712%

                      ——————————————————

Total                      5.160.105.453          votes equating to      100,000000%     38,668516%


(*)NOTE:
There were -45 more people in attendance entitled to vote relative to the
previous count, representing an addintional 10,926511 % of ordinary share
capital.


                                                      Page 1
08/05/2008 19.08.35    19 SupervRea (IComX) Shares:1577
HeadCount: 89
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                    AGAINST
       Surname/Name                        Total Votes In person By Proxy
   __________________________________________________________________________
152     DI PRINCIPE GIOVANNI                        488       488          0
167     ESTRAFALLACES OLIMPIA MARIA                 280         0       280
204     BORLENGHI LUCIANO                            10        10          0
210     MARBOT MICHEL                                 2         0          2
222     ANGELETTI FRANCO                            200       100       100
245     BELTRANI ANNA MARIA                          49        49          0
304     LA VERDE LUCIO                             3000      3000          0
313     MENCARELLI LUCIANO                         1402      1402          0
370     DOBRILLA RICCARDO                             1         1          0
416     DE COSMO AMANDA                               0         0          0
**D     RESPONSIBLE INVESTMENT LEADERS INT       119129         0    119129
**D     BOSTON COMMON ASSET MANAGEMENT LLC        46605         0     46605
**D     BOSTON SOCIAL INTER SOCIAL GROWTH        548834         0    548834
**D     WALDEN-BRANDYWINE INVESTMENT T .         235230         0    235230
**D     BOSTON COMMON INVESTMENT TRUST            61971         0     61971
**D     BOSTON COMMON INVESTMENT TRUST            29000         0     29000
**D     FRIENDS FIDUCIARY CORPORATION             23900         0     23900
**D     UNITED CHURCH OF CANADA PENSION PL       211150         0    211150
423     CARELLI MARIA ROSARIA                        11         0         11
92      CHIACCHIARARELLI FABRIZIO                  1565      1565          0
94      MANETTI PIERPAOLO                           784       784          0
   --------------------------------------------------------------------------
Total vote               1.283.611
Percentage of voters% 0,024876
Percentage of Capital% 0,009619




                                             Page 1
08/05/2008 19.08.38   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                   ABSTENTIONS
       Surname/Name                        Total Votes In person By Proxy
   __________________________________________________________________________
161     ARENA MAURIZIO                                5         5         0
25      SANTORO FRANCESCO                           142         2       140
378     TRIMARCHI VINCENZO                         8720      8720         0
388     CASSARA` AGOSTINO                          8126      1321      6805
409     PROCOPIO GIANCARLO                            5         5         0
415     CHIURAZZI LUIGI                           11008     11008         0
433     CINOTTI EDDA                                500       500         0
436     CARDARELLI ANGELO                             0         0         0
**D     LUCENT TECHNOLOGIES PENSION TRUST        203255         0    203255
**D     FLORIDA RETIREMENT SYSTEM                 42301         0     42301
**D     MAINSTAY 130-30 INTERNATIONAL FUND        15875         0     15875
**D     ISHARES MSCI ACWI EX US INDEX FUND         6053         0      6053
**D     ISHARES MSCI KOKUSAI INDEX FUND            7200         0      7200
**D     ISHARES S&P EUROPE 350 INDEX FUND       3805767         0   3805767
**D     ISHARES MSCI EAFE INDEX FUND           34571197         0 34571197
**D     ISHARES MSCI EAFE VALUE INDEX FUND      1594125         0   1594125
**D     ISHARES S&P GLOBAL FINANCIAL SECTO       633984         0    633984
**D     ISHARES MSCI EMU INDEX FUND             5806272         0   5806272
**D     ISHARES MSCI ITALY INDEX FUND           3536541         0   3536541
**D     BGICL DAILY EAFE EQUITY INDEX FUND       876455         0    876455
**D     BARCLAYS GLOBAL INVESTORS                280215         0    280215
**D     CONNECTICUT GENERAL LIFE INSURANCE        38036         0     38036
**D     INTERNATIONAL EQUITY INDEX PLUS FD       126769         0    126769
**D     MULTI CURRENCY SOCIAL SCREENED B          65334         0     65334
**D     TRUST FOR RETIREE MEDICAL, DENTAL          5771         0      5771
**D     BARCLAYS GLOBAL INVESTORS, NA INVE         5394         0      5394
**D     BARCLAYS GLOBAL INVESTORS N.A.TRUS      1864008         0   1864008
**D     FSS TRUSTEE CORPORATION                  214284         0    214284
**D     BGI AUSTRALIA LTD AS RESPONSIBLE E       607182         0    607182
489     ROVEDA ADALBERTO                            500       500         0
   --------------------------------------------------------------------------
Total vote               54.335.024
Percentage of voters% 1,052983
Percentage of Capital% 0,407173




                                             Page 2
08/05/2008 19.08.38   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  NOT VOTING
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
220    SETARO GERARDO                           108510         0    108510
250    BERTOLDO CARLO                            11000      9000      2000
274    RODINO` DEMETRIO                             61        61          0
287    CIANI PASQUALE                             2447         0      2447
292    DI LUCCHIO GIANPAOLO CRISTIAN              3370      3370          0
307    TARANTINO PIERO                            1842      1842          0
359    PURCHIARONI DOMENICO                         10        10          0
377    RICCI ANDREA                               4200         0      4200
392    CASTELLANI MARIA PIA                          5         5          0
400    VALENTE FRANCO                              181       181          0
410    ROSANIA TIZIANA                             132         0       132
414    CANTONETTI NEVIO                           6540         0      6540
417    ROSANIA ELMAN                             79031         0     79031
426    PAPA FRANCESCANTONIO                      25910         0     25910
436    CARDARELLI ANGELO                             0         0          0
**D    HSBC SECURITIES SERVICES (LUXEMBOU        72448         0     72448
**D    CACEIS BANK                             1512946         0   1512946
**D    KAS DEPOSITARY TRUST COMPANY            5406002         0   5406002
**D    PICTET & CIE BANQUIERS                    14790         0     14790
**D    FONDS DE RESERVE POUR LES RETRAITE      1089886         0   1089886
438    CLEMENTI FABRIZIO                            31         0         31
481    MONTICELLI MAURO                             11        11          0
486    POTENZA DONATO                             6170      6170          0
  --------------------------------------------------------------------------
Total vote              8.345.523
Percentage of voters% 0,161732
Percentage of Capital% 0,062539




                                             Page 4
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
100    DI SANTO DAVIDE                               0         0         0
DE*    A.A. - BNP PAM -ISR                      116286         0    116286
DE*    AA SARASIN ISR                            80000         0     80000
DE*    ACCIDENT COMPENSATION CORPORATION        189576         0    189576
DE*    ADVANTAGE FUNDS,INC-DREYFUS PREMIE       561700         0    561700
DE*    AFFINITY HEALTH SYSTEM                     9190         0      9190
DE*    AGIRC F 1                                112000         0    112000
DE*    ALABAMA PREPAID AFFORDABLE COLLEGE       118700         0    118700
DE*    ALASKA PERMANENT FUND CORP.             1551916         0   1551916
DE*    AMALGAMATED BANK                           4093         0      4093
DE*    ASSETMARK INTERNATIONAL EQUITY FUN       950800         0    950800
DE*    ASTRAZENECA PENSIONS TRUSTEE LIMIT       201110         0    201110
DE*    AVA EUROPE 4                             271700         0    271700
DE*    AXA BELGIUM S.A.                         847670         0    847670
DE*    AXA DAEVA                                 68990         0     68990
DE*    AXA EQUITY K                              11200         0     11200
DE*    AXA EQUITY L                               9000         0      9000
DE*    AXA EQUITY S                              67200         0     67200
DE*    AXA LEBENSVERSICHERUNG AG               1117000         0   1117000
DE*    AXA VERSICHERUNG AG                     1117000         0   1117000
DE*    BAKER HUGHES INC MASTER TRUST            113858         0    113858
DE*    BANK OF NEW YORK                          37854         0     37854
DE*    BARCLAYS GLOBAL INVESTORS PENSIONS      5268676         0   5268676
DE*    BARCLAYS LIFE ASSURANCE COMPANY LT      1532121         0   1532121
DE*    BELEGGINGSFONDS BELCENA                   27813         0     27813
DE*    BGI INDEX SELECTION FUND                  79317         0     79317
DE*    BLUE CROSS & SHIELD ASS RET BEN TS        47500         0     47500
DE*    BNZ INVESTMENT MANAGEMENT LTD AS T        72958         0     72958
DE*    BUENA VISTA UNIVERSITY                    49441         0     49441
DE*    CACEIS BANK                            11384192         0 11384192
DE*    CITY OF NEW YORK GROUP TRUST             805114         0    805114
DE*    CITY OF REGINA CIVIC SUPER BENEFIT       352761         0    352761
DE*    CITY OF REGINA POLICE PENSION PLAN        75470         0     75470
DE*    COLD SPRING HARBOR LABORATORY             19900         0     19900
DE*    COLUMBIA/HCA HEALTHCARE CORPORATIO       375584         0    375584
DE*    CUMMINS ENGINE CO & AFFILIATES COL        73950         0     73950
DE*    DAILY M&G TRUST SENIOR EXECUTIVES         96167         0     96167
DE*    DESERET MUTUAL MASTER RETIREMENT P       360100         0    360100
DE*    DETROIT MEDICAL CENTER                   134406         0    134406
DE*    DMC INSURANCE CO LTD                      14352         0     14352
DE*    DREYFUS VARIABILE INV FUND-INTL VA       192240         0    192240
                                    Page 5
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    EAFE INTL INDEX PORTF SUMMIT MUTUA        79288         0     79288
DE*    EMPLOYEES` RETIREMENT SYSTEM OF TH       453000         0    453000
DE*    ENVIRONMENT AGENCY ACTIVE FUND            61196         0     61196
DE*    ERZBISTUM PADERBORN                       50960         0     50960
DE*    FIDELITY INSTITUTIONAL PANEUROPEAN      1633663         0   1633663
DE*    FIDELITY INVESTMENT FUND EUROPEAN       2880250         0   2880250
DE*    FIDELITY MANAGED INTERNATIONAL FUN       871050         0    871050
DE*    FIDELITY MONEYBUILDER GROWTH FUND        690950         0    690950
DE*    FONDOR                                     3058         0      3058
DE*    FORD FOUNDATION                         1444370         0   1444370
DE*    FRANKLIN TEMPLETON GROWTH FUND          1194632         0   1194632
DE*    FRANKLIN TEMPLETON INTERNATIONAL T       698000         0    698000
DE*    FRANKLIN TEMPLETON INVESTIMENT FUN        25433         0     25433
DE*    FRANKLIN TEMPLETON INVESTMENT FUND     24674514         0 24674514
DE*    FRANKLIN TEMPLETON TAX CLASS CORP.       113730         0    113730
DE*    FRANKLIN TEMPLETON VARIABLE INSURA      6063647         0   6063647
DE*    FRONTEGRA FUNDS INC-FRONTEGRA NEW        749199         0    749199
DE*    GAMLA LIVFORSAKRINGS AB SEB TRYGG        419744         0    419744
DE*    GE ASSET MANAGEMENT COMMON CONTRA       1039642         0   1039642
DE*    GE ASSET MANAGEMENT COMMON CONTRAC       479844         0    479844
DE*    GMO FUNDS PLC                              1362         0      1362
DE*    GOLDMAN SACHS GMS INTERNATIONAL EQ       969100         0    969100
DE*    H R K INVESTMENT L.L.P.                   50294         0     50294
DE*    H.E.S.T. AUSTRALIA LIMITED               356677         0    356677
DE*    INDEPENDENCE 2010 EXCHANGE TRADE F         2597         0      2597
DE*    INDEPENDENCE 2020 EXCHANGE TRADED          8571         0      8571
DE*    INDEPENDENCE 2030 EXCHANGE TRADED          7110         0      7110
DE*    INDEPENDENCE 2040 EXCHANGE TRADED         10844         0     10844
DE*    INDEPENDENCE IN-TARGET EXCHANGE TR          428         0       428
DE*    ING INTERNATIONAL CAPITAL APPRECIA       331809         0    331809
DE*    ING RENDEMENT EUROPE                     658000         0    658000
DE*    ING TEMPLETON FOREIGN EQUITY PORTF       589891         0    589891
DE*    INTECH INTERNATIONAL SHARES HIGH H        66851         0     66851
DE*    INTERNATIONAL EQUITY FUND                 80317         0     80317
DE*    ITT SALARIED INVESTMENT AND SAVING         4900         0      4900
DE*    JOHN LEWIS PARTNERSHIP PENSIONS TR       480345         0    480345
DE*    JPMORGAN CHASE BANK                       32113         0     32113
DE*    KAS DEPOSITARY TRUST COMPANY            8728079         0   8728079
DE*    KUWAIT FUND FOR ARAB ECONOMIC DEVE       180000         0    180000
DE*    LA-Z-BOY INC MASTER RETIRE SAVING         20556         0     20556
DE*    LES ASSURES REUNIS S.A.                    8000         0      8000
                                    Page 6
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    LKCM INTERNATIONAL FUND                  311793         0    311793
DE*    MARKS AND SPENCER WORLDWIDE MANAGE       122716         0    122716
DE*    MENNONITE EDUCATION AGENCY INC            46000         0     46000
DE*    MERCANTILE SAFE DEPOSIT TR.GLOBAL          5120         0      5120
DE*    MERCHANT INVESTORS ASSURANCE COMPA       216462         0    216462
DE*    MINISTRY OF DEFENCE PENSION FUND         116900         0    116900
DE*    MISSOURI LOCAL GOV.EMPL.RETIR.SYST       395409         0    395409
DE*    MMA PRAXIS INTERNATIONAL FUNDS           192164         0    192164
DE*    MONDRIAN WORLD EX-US EQUITY FUND L       156559         0    156559
DE*    MONSANTO COMPANY MASTER TRUST             94094         0     94094
DE*    MONSANTO PENSION PLAN                    101732         0    101732
DE*    MONTGOMERY COUNTY EMPLOYEES` RETIR       166800         0    166800
DE*    MTB INTERNATIONAL EQUITY FUND             33898         0     33898
DE*    NATIONALNOMINEES LTD SUB A/C AA/AA       126000         0    126000
DE*    NATIONWIDE MUTUAL INSURANCE COMPAN        11838         0     11838
DE*    NEW STAR EUROPEAN LEADERS FUND NEW        71800         0     71800
DE*    NIKKO MELLON GLOBAL MARKET FUND ME        21050         0     21050
DE*    NIKKO MELLON GLOBAL TRI-ASSET FUND       240140         0    240140
DE*    NON US EQUITY MANAGERS PORTFOLIO 5       515792         0    515792
DE*    NORTERN MARIANA ISLAND REITIREMENT       101747         0    101747
DE*    NORTH DAKOTA STATE INVESTMENT BOAR       256685         0    256685
DE*    NORWICH UNION MANAGER OF MANAGER I       204576         0    204576
DE*    OLD MUTUAL INTERNATIONAL EQUITY FU       172700         0    172700
DE*    OM ANALYTIC GLOBAL DEFENSIVE EQUIT         4847         0      4847
DE*    PEPCO HOLDINGS RETIREMENT PLAN TRU        87420         0     87420
DE*    PERSONALVORSO DER PFIZER AG               23724         0     23724
DE*    PICTET NON-US EQUITY                     786716         0    786716
DE*    POWERSHARES FTSE RAFI DEVELOPED MA        40855         0     40855
DE*    POWERSHARES GLOBALFUNDS IRELAND PU       151216         0    151216
DE*    PS DYNAMIC QSG DEVELOP INT OPP POR        41131         0     41131
DE*    PS DYNAMIC QSG EUROPE PORTFOLIO            5226         0      5226
DE*    PS FTSE RAFI EUROPE PORTFOLIO              7009         0      7009
DE*    PUBLIC SECTOR SUPERANNUATION SCHEM       214260         0    214260
DE*    PUBLIX SUPER MARKETS,INC                  27600         0     27600
DE*    R C ARCHDIOCESE OF INDIANAPOLIS           77229         0     77229
DE*    ROCKEFELLER CO. INC                      508726         0    508726
DE*    SANDIA CORPORATION PENSIONS PLANS        362150         0    362150
DE*    SANLAM UNIVERSAL FUNDS PUBLIC LTD        628400         0    628400
DE*    SARASIN ACTIONS EURO ISR                  95000         0     95000
DE*    SARASIN EUROPE EXPANSION DURABLE S       150000         0    150000
DE*    SAS TRUSTEE CORPORATION                  746266         0    746266
                                    Page 7
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SEWARD PROSSER MELLON                     43585         0     43585
DE*    SIERRA/TEMPLETON INTERNATIONAL EQU       148574         0    148574
DE*    STATE UNIVERSITIES RETIREMENT SYST       533439         0    533439
DE*    STATE UNIVERSITY OF NEW YORK             120775         0    120775
DE*    STICHTING PENSIOENFONDS CAMPINA          163510         0    163510
DE*    TEMPLETON EUROPEAN FUND                   32260         0     32260
DE*    TEMPLETON EXEMPT TRUST                    44040         0     44040
DE*    TEMPLETON FOREIGN EQUITY SERIES         9667066         0   9667066
DE*    TEMPLETON FOREIGN FUND                 32208027         0 32208027
DE*    TEMPLETON FOREIGN SECURITIES FUND       8344507         0   8344507
DE*    TEMPLETON GLOBAL BALANCED FUND            52536         0     52536
DE*    TEMPLETON GLOBAL GROWTH FUND             257517         0    257517
DE*    TEMPLETON GLOBAL GROWTH FUND LTD         382421         0    382421
DE*    TEMPLETON GLOBAL INCOME FUND             238519         0    238519
DE*    TEMPLETON GLOBAL INCOME FUND II LT        13404         0     13404
DE*    TEMPLETON GLOBAL INVESTMENT TRUST       1885281         0   1885281
DE*    TEMPLETON GLOBAL OPPORTUNITIES TRU      1545960         0   1545960
DE*    TEMPLETON GLOBAL STOCK TRUST             230968         0    230968
DE*    TEMPLETON GROWTH FUND II LIMITED          75000         0     75000
DE*    TEMPLETON GROWTH FUND INC              65000000         0 65000000
DE*    TEMPLETON GROWTH FUND, LTD              7440800         0   7440800
DE*    TEMPLETON INSTITUTIONAL FUNDS GLOB        71505         0     71505
DE*    TEMPLETON INTERNATIONAL FOREIGN FU      1068053         0   1068053
DE*    TEMPLETON INTERNATIONAL STOCK FUND      4371494         0   4371494
DE*    TEMPLETON INTERNATIONAL STOCK TRUS       524012         0    524012
DE*    TEMPLETON MANAGEMENT LTD AS MANAGE      1100095         0   1100095
DE*    TEMPLETON MANAGEMENT LTD AS MANAGE       836981         0    836981
DE*    TEMPLETON MASTER TRUST SERIES 1          469384         0    469384
DE*    TEMPLETON MASTER TRUST SERIES 2          146576         0    146576
DE*    TEMPLETON MASTER TRUST SERIES 6           29605         0     29605
DE*    TESCO PLC                               1116009         0   1116009
DE*    THE CHANCELLOR,MASTERS AND SCHOLAR       330816         0    330816
DE*    THE DUN AND BRADTSTREET CORPORATIO       112583         0    112583
DE*    THE FRIST FOUNDATION                      35520         0     35520
DE*    THE HENRY SMITH CHARITY                   99077         0     99077
DE*    THE INDEPENDENT ORDER OF FORESTERS       247193         0    247193
DE*    THE NEW YORK TIMES CO. PENSION TRU       136436         0    136436
DE*    THE PEARSON GROUP PENSION PLAN           148946         0    148946
DE*    THE PUBLIC TRUSTEE AS TRUSTEE FOR        191012         0    191012
DE*    THE ROYAL BANK OF SCOTLAND PLC AS        251400         0    251400
DE*    TRANSIT MANAGEM OF SOUTHEAST LOUIS        18119         0     18119
                                    Page 8
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    TRUST AND CUSTODY SERVICES LIMITED       917433         0    917433
DE*    UFCW CA 100 JT PEN HANSBERGER GEA        179419         0    179419
DE*    UFCW LOCAL 56 RETAIL MEAT PENSION         51878         0     51878
DE*    UNIVERSITY OF PUERTO RICO RETIREME       120000         0    120000
DE*    US BANK/PORTFOLIO 21/19-7002             370000         0    370000
DE*    US DEPARTMENT ENERGY OAK RIDGE           234482         0    234482
DE*    WELLS FARGO BANK N.A.                     39600         0     39600
DE*    WESTERN PENNSYLVANIA TEAMSTERS AND       273438         0    273438
DE*    WINTERTHUR EUROPE ASSURANCES              80000         0     80000
DE*    WISDOMTREE DIEFA                         406220         0    406220
DE*    WISDOMTREE DIEFA HIGH YIELDING EQU       439600         0    439600
DE*    WISDOMTREE EUROPE HIGH-YIELDING EQ        97312         0     97312
DE*    WISDOMTREE EUROPE TOTAL DIVIDEND F        53996         0     53996
DE*    WISDOMTREE INTERNATIONAL FINANCIAL        66433         0     66433
DE*    WISDOMTREE INTERNATIONAL LARGECAP        204207         0    204207
107    PIACENTINI PAOLA                              0         0         0
DE*    FRANCO TOSI SRL                         7231104         0   7231104
DE*    ITALMOBILIARE SPA                      20000000         0 20000000
DE*    ITALMOBILIARE SPA                      56060269         0 56060269
123    CAPONI EUGENIO                                0         0         0
DE*    CASSA DI RISPARMIO DI TRIESTE - FO     43244792         0 43244792
DE*    FONDAZIONE CASSA DI RISPARMIO DI V    644382453         0 644382453
148    GARDINA ALMA PIA                         103118    103118         0
149    CANDELA CIRO                              22149     22149         0
150    BRUGOLA CESARE                                0         0         0
DE*    AVIVA INSURANCE LTD                     1847500         0   1847500
DE*    AVIVA INTERNATIONAL INSURANCE LTD      93414164         0 93414164
RL*    AVIVA LIFE SPA                           255901    255901         0
DE*    NORWICH UNION OVERSEAS HOLDING LIM     42540280         0 42540280
164    BELLUZZI GIOVANNI                             0         0         0
RL*    CARIMONTE HOLDING SPA                 447117993 447117993         0
DE*    FONDAZIONE MONTE DI BOLOGNA E RAVE       199500         0    199500
201    CURTI PIERLUIGI                               0         0         0
DE*    FONDAZIONE ROMA                       157770443         0 157770443
208    BOCCARDO SILVIO                               0         0         0
DE*    FONDAZIONE CASSA DI RISPARMIO DI T    510977185         0 510977185
DE*    PERSEO SPA                             45167000         0 45167000
227    EGIDI DANIELE                                 0         0         0
DE*    AARGAUISCHE PENSIONSKASSE                250000         0    250000
DE*    ABBEY LIFE ASSURANCE COMPANY LIMIT      3532471         0   3532471
DE*    ABITIBI-CONSOLIDATED MASTER TRUST        176291         0    176291
                                    Page 9
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    ABN AMRO FUNDS                            129837        0    129837
DE*    ABR EUROPE MASTER TRUST FUND              548958        0    548958
DE*    AEGON TRANSAMERICA SERIES TRUST -         491147        0    491147
DE*    AGF SUPPORT EURO                           87500        0     87500
DE*    AIC LIMITED                             1539140         0   1539140
DE*    ALAMEDA COUNTY EMPLOYEES` RETIREME        949405        0    949405
DE*    AMERICAN AIRLINES INC., MASTER FIX      1765122         0   1765122
DE*    AMERICAN AIRLINES INC., PILOTS RET      1445919         0   1445919
DE*    AMERICAN LEGACY FOUNDATION                 31300        0     31300
DE*    ARCHDIOCESE OF PHILADELPHIA                81600        0     81600
DE*    AUSTIN FIRE FIGHTERS RELIEF AND RE        209500        0    209500
DE*    AXA WORLD FUNDS                         9956357         0   9956357
DE*    BAERUM KOMMUNE                             53689        0     53689
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT        132420        0    132420
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT        203806        0    203806
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT      5741112         0   5741112
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT        648223        0    648223
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT        429072        0    429072
DE*    BECHTEL TRUST AND THRIFT PLAN BECO      1214520         0   1214520
DE*    BELL ALIANT - PICTET ASST MEGMT           365959        0    365959
DE*    BELLSOUTH CORPORATION REPRESENTABL        140811        0    140811
DE*    BILL AND MELINDA GATES FOUNDATION         271800        0    271800
DE*    BIMCOR OVERSEAS POOLED FUND               148078        0    148078
DE*    BNP PAM ASSET MANAGEMENT                  157732        0    157732
DE*    BOARD OF TRUST.LELAND STANFORD UNI          9400        0      9400
DE*    BP PENSION FUND                         4561854         0   4561854
DE*    BRITISH AIRWAYS PENSIONS TRUSTEES          65432        0     65432
DE*    BRUNEI INVESTMENT AGENCY                4231984         0   4231984
DE*    CALIFORNIA PUBLIC EMPLOYEES RETIRE        387226        0    387226
DE*    CALIFORNIA STATE TEACHERS RETIREME      6861862         0   6861862
DE*    CANADIAN BROADCASTING CORPORATION         319024        0    319024
DE*    CAPITA TRUST COMPANY (JERSEY) LIMI        197677        0    197677
DE*    CARDIF ASSURANCE RISQUES DIVERS           182400        0    182400
DE*    CARDIF ASSURANCE VIE                   10342980         0 10342980
DE*    CASE WESTERN RESERVE UNIVERSITY            33396        0     33396
DE*    CATHOLIC HEALTHCARE PARTNERS RETIR        151350        0    151350
DE*    CATHOLIC UNITED INVESTMENT TRUST          403636        0    403636
DE*    CELANESE AMERICAS RETIREMENT PENSI        295960        0    295960
DE*    CENTRAL PENSION FUND OF THE INTERN        378592        0    378592
DE*    CI CORPORATE CLASS LTD                     47409        0     47409
DE*    COCA-COLA ENTERPRISES MASTER TRUST        203500        0    203500
                                         Page 10
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    COLUMBIA MULTI-ADVISOR INTERNATION      2425383         0   2425383
DE*    COMMON FUND INSTITUTIONAL INTERNAT       117678         0    117678
DE*    COMMON TRUST ITALY FUND                 7558901         0   7558901
DE*    CONAGRA FOODS RETIREMENT INCOME SA       447964         0    447964
DE*    DAIMLER CHRYSLER CORPORATION PENSI      2344726         0   2344726
DE*    DB PLATINIUM IV                          268162         0    268162
DE*    DB X-TRACKERS                            327508         0    327508
DE*    DELUXE CORPORATION MASTER RETIREME       197472         0    197472
DE*    DUPONT PENSION TRUST                    5501751         0   5501751
DE*    EDS RETIREMENT PLAN TRUST                681545         0    681545
DE*    ELFUN DIVERSIFIED FUND                   108219         0    108219
DE*    EMORY UNIVERSITY                         184800         0    184800
DE*    EUROPE INDEX PLUS COMMON TRUST FUN      1113678         0   1113678
DE*    FAMILY ASSURANCE FRIENDLY SOCIETY         49370         0     49370
DE*    FAMILY BALANCED TRUST                     41600         0     41600
DE*    FAMILY REGENCY UNIT TRUST                 22000         0     22000
DE*    FEDERATION OF NATIONAL PUBLIC SERV       248221         0    248221
DE*    FIFTH STREET STATION LLC                 101563         0    101563
DE*    FRESNO COUNTY EMPLOYEES` RETIREMEN       572888         0    572888
DE*    GE ASSET MANAGEMENT CANADA FUND -        130264         0    130264
DE*    GE ASSET MANAGEMENT TRUST - GLOBAL       190494         0    190494
DE*    GE INVESTMENT INTERNATIONAL FUND         498054         0    498054
DE*    GENERAL ELECTRIC PENSION TRUST         16466363         0 16466363
DE*    GENERAL MOTORS CANADA FOREIGN TRUS       612559         0    612559
DE*    GLOBAL ADVANTAGE FUNDS - MAJOR MAR       166312         0    166312
DE*    GOVERNMENT EMPLOYEES RETIREMENT SY        91201         0     91201
DE*    GREYSTONE EAFE GROWTH FUND              2945153         0   2945153
DE*    HAMILTON HEALTHCARE SYSTEM INC            23778         0     23778
DE*    HANSBERGER INTERNATIONAL                 367916         0    367916
DE*    HARBOR CAPITAL GROUP TRUST FOR DEF       104306         0    104306
DE*    HEXAVEST EUROPE FUND                     505911         0    505911
DE*    IBM SAVINGS PLAN                          82274         0     82274
DE*    IDEX TEMPLETON GREAT COMP GLOBAL         173709         0    173709
DE*    ILLINOIS STATE BOARD OF INVESTMENT       671407         0    671407
DE*    INSTITUTIONAL MANAGED INTL EQ POOL        48161         0     48161
DE*    INSURANCE CORPORATION OF BRITISH C        48800         0     48800
DE*    INTERNATIONAL ALPHA SELECT TOBACCO        21274         0     21274
DE*    INTERNATIONAL GROWTH OPPORTUNITIES       110647         0    110647
DE*    INTERNATIONAL PAPER COMPANY COMMIN        14136         0     14136
DE*    ISHARES MSCI ACWI INDEX FUND               2954         0      2954
DE*    IUDE LOCALS 302 612 EMPLOYERS CONS         1025         0      1025
                                   Page 11
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    JO HAMBRO CAP MGMT UMBRELLA FD           453000         0    453000
DE*    KBSH EUROPEAN EQUITY FUND                231000         0    231000
DE*    LAY EMPL RET PLAN ARCHDIOCESE PHIL        77300         0     77300
DE*    LODH OPUS EAFE EQUITY POOLED FUND         26000         0     26000
DE*    MANULIFE INTERNATIONAL EQUITY FUND       924369         0    924369
DE*    MANULIFE INTERNATIONAL VAL CL            178187         0    178187
DE*    MAPLE BROWN ABBOTT INTL EQUITY TRU       131100         0    131100
DE*    MARCH LIMITED                             59769         0     59769
DE*    MARKS AND SPENCER PENSION SCHEME         132297         0    132297
DE*    MARYLAND STATE RETIREMENT & PENSIO      1849979         0   1849979
DE*    MERCHANT NAVY OFFICERS PENSION FUN         1800         0      1800
DE*    MERCK & CO INC. MASTER RETIREMENT        189500         0    189500
DE*    MERCK AND CO INC UNION VEBA TRUST         37000         0     37000
DE*    MITCHELLS AND BUTLERS CIF LIMITED        201109         0    201109
DE*    MML FOREIGN FUND                         510306         0    510306
DE*    MONETARY AUTHORITY OF SINGAPORE          251332         0    251332
DE*    MORGAN STANLEY INVESTMENT MANAGEME       120971         0    120971
DE*    MORGAN STANLEY OFFSHORE INTERNATIO      1500713         0   1500713
DE*    MSCI EAFE PROVISIONAL SCREENED IND       103841         0    103841
DE*    MSCI ITALY PROVISIONAL INDEX SECUR      1472795         0   1472795
DE*    MULTI-MANAGER ICVC-MULTI-MANAGER E       167100         0    167100
DE*    NATIONAL PENSIONS RESERVE FUND COM        31355         0     31355
DE*    NBIMC EUROPEAN EQUITY INDEX FD          1620432         0   1620432
DE*    NEW ENGLANDTEAMSTERS AND TRUCKING         82058         0     82058
DE*    NEW STAR EAFE FUND                       513802         0    513802
DE*    NEW STAR GLOBAL EQUITY FUND               20379         0     20379
DE*    NEW STAR INTERNATIONAL EQUITY FUND       314660         0    314660
DE*    NOMURA ASSET MANAGEMENT INSTITUTIO        26210         0     26210
DE*    NT GUERNSEY LTD                          200000         0    200000
DE*    OFFICEMAX PENSION PLAN FOR SALARIE       214209         0    214209
DE*    OMERS ADMINISTRATION CORPORATION        2404227         0   2404227
DE*    ONTARIO TEACHERS PENSION PLAN BOAR      1377510         0   1377510
DE*    ORANGE COUNTY EMPLOYEES RETIREMENT       303100         0    303100
DE*    PENSIONS MANAGEMENT (S.W.F.) LIMIT       412765         0    412765
DE*    PHOENIX WORLDWIDE STRATEGIES FUND         34900         0     34900
DE*    PITNEY BOWES RETIREMENT PLAN              76899         0     76899
DE*    PRINCE GEORGES COUNTY FIRE SERVICE         3570         0      3570
DE*    PRUDENTIAL RETIREMENT INSURANCE &        529977         0    529977
DE*    PRUDENTIAL TRUST COMPANY COLLECTIV      1529700         0   1529700
DE*    RHODE ISLAND EMPLOYEES RETIREMENT       1669828         0   1669828
DE*    SAN MATEO COUNTY EMPLOYEES` RETIRE       128281         0    128281
                                   Page 12
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SAUDI ARABIAN MONETARY AUTHORITY        3810871         0   3810871
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       613300         0    613300
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       109292         0    109292
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       426229         0    426229
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN       149040         0    149040
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN      3417953         0   3417953
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN      2155001         0   2155001
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN       453838         0    453838
DE*    SCOTTISH WIDOWS PLC                        6486         0      6486
DE*    SCOTTISH WIDOWS PLC                     2406427         0   2406427
DE*    SCOTTISH WIDOWS UNIT FUNDS LIMITED       438372         0    438372
DE*    SELECT INDEX SERIES-EUROPEAN EQUIT       126854         0    126854
DE*    SELECT INTERNATIONAL EQUITY MANAGE        11792         0     11792
DE*    SONOMA COUNTY EMPLOYEES RETIREMENT       117555         0    117555
DE*    SSGA GLOBAL INDEX PLUS TRUST            1192779         0   1192779
DE*    SSGA INTERNATIONAL GROWTH OPPORTUN         3397         0      3397
DE*    SSGA WEALTH WEIGHTED GLOBAL EQUITI       375519         0    375519
DE*    STATE BOSTON RETIREMENT SYSTEM           309800         0    309800
DE*    STATE FARM VARIABLE PRODUCT TRUST        262198         0    262198
DE*    STATE OF CONNECTICUT RETIREMENT PL      1531913         0   1531913
DE*    STATE OF MINNESOTA                      1704245         0   1704245
DE*    STATE OF WISCONSIN INVESTMENT BOAR       364524         0    364524
DE*    STATE STREET ACTIONS EUROLAND           3132337         0   3132337
DE*    STATE STREET BANK AND TRUST COMPAN       985375         0    985375
DE*    STATE STREET BANK AND TRUST COMPAN     15137570         0 15137570
DE*    STATE STREET EUROPE ENHANCED              12277         0     12277
DE*    STATE STREET GLOBAL ALPHA EDGE             8110         0      8110
DE*    STATE STREET SRI WORLD INDEX               1206         0      1206
DE*    STATE STREET TRUSTEES LIMITED AS T       156428         0    156428
DE*    STATE STREET TRUSTEES LIMITED ATF        676652         0    676652
DE*    STREETTRACKS DOW JONES STOXX 50 FU       342276         0    342276
DE*    STREETTRACKS MSCI EUROPE ETF             870953         0    870953
DE*    STREETTRACKS SM MSCI EUROPE FINANC       491682         0    491682
DE*    SWIP SICAV - EUROPEAN FUND                10072         0     10072
DE*    TEXTRON MASTER TRUST                     203922         0    203922
DE*    THE COMMON FUND FOR NON PROFIT ORG       564822         0    564822
DE*    THE MUTUAL AID ASSOCIATION OF PREF       203449         0    203449
DE*    THE PRUDENTIAL INSURANCE COMPANY O       616100         0    616100
DE*    THE REGENTS OF THE UNIVERSITY OF C      3202528         0   3202528
DE*    THE RETIREMENT ANNUITY PLAN FOR EM       217277         0    217277
DE*    THE ROCKEFELLER FOUNDATION               140700         0    140700
                                   Page 13
08/05/2008 19.08.40   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    THE S&W EUROPEAN TRUST                    88200         0     88200
DE*    ULTRA SERIES FUND-GLOBAL SECURITIE        94445         0     94445
DE*    UNION BANK OF CALIFORNIA N.A               1010         0      1010
DE*    UNIVERSAL SHIPOWNERS MARINE INSURA        74565         0     74565
DE*    UNIVERSITY OF MANCHESTER                 125100         0    125100
DE*    VANTAGEPOINT OVERSEAS EQUITY INDEX       155076         0    155076
DE*    WESTERN METAL INDUSTRY PENSION           148096         0    148096
DE*    WORKERS COMPENSATION BOARD-ALBERTA       149300         0    149300
DE*    WORLD INDEX OLUS SECURITIES LENDIN      1017236         0   1017236
DE*    XEROX PENSIONS LIMITED                   262600         0    262600
231    FAVALLI ARRIGO                             1000      1000         0
249    SPAGGIARI ANTONELLA                           0         0         0
RL*    FONDAZIONE CASSA DI RISPARMIO DI R    123321238 123321238         0
282    MASSARONI MASSIMO                             0         0         0
DE*    AARP                                      53800         0     53800
DE*    AB FUNDS TRUST                           919548         0    919548
DE*    ABN AMRO GLOBAL EQUITY FUND              159172         0    159172
DE*    ACCESSOR FUNDS INC. - INTERNATIONA       844800         0    844800
DE*    ADVISORS INNER CIRCLE FUND ANALYTI         6000         0      6000
DE*    AGERE SYSTEMS INC PENSION PLANS MA        80911         0     80911
DE*    AMERICAN BEACON INTERNATIONAL EQUI       157260         0    157260
DE*    AMONIS NV                                110000         0    110000
DE*    ANDREW W. MELLON FOUNDATION              113852         0    113852
DE*    ARKWRIGHT, LLC                            25680         0     25680
DE*    ARMY AND AIR FORCE EXCHANGE SERVIC        19118         0     19118
DE*    ARTEMIS INCOME FUND                     5550000         0   5550000
DE*    ASCENSION HEALTH                          11000         0     11000
DE*    ASCENSION HEALTH                        1085880         0   1085880
DE*    ASCENSION HEALTH INSURANCE LTD            32223         0     32223
DE*    ASCENSION HEALTH MASTER PENSION TR       463409         0    463409
DE*    ASSOCIATED BANK N.A. COMMON FUND          40871         0     40871
DE*    AVERY DENNISON CORP                       40500         0     40500
DE*    AXA INVESTMENT MANAGERS DEUTSCHLAN        40000         0     40000
DE*    AXA INVESTMENT MANAGERS DEUTSCHLAN        12000         0     12000
DE*    BAE MASTER PENSION INVESTMENT TRUS       373563         0    373563
DE*    BCIMC-ALLIANCE ENH INT EQTY              901677         0    901677
DE*    BCIMC-PICTET ASSET MGMT-EAFE SAWMI      2098452         0   2098452
DE*    BOC GROUP INC RETIREMENT TRUST           117103         0    117103
DE*    BOTSWANA INSURANCE FUND MANAGEMENT       517544         0    517544
DE*    BRANDYWINE GROUP TRUST                   183900         0    183900
DE*    BRITISH COAL STAFF SUPERANNUATION         89738         0     89738
                                   Page 14
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    BRITISH COLUMBIA INV.MAN.CORPORATI      5384658         0   5384658
DE*    BRUNSWICK UNIT 1 QUALIFIED NUCLEAR        40226         0     40226
DE*    BRUNSWICK UNIT 2 QUALIFIED NUCLEAR        50918         0     50918
DE*    BT INSTITUTIONAL INTERNATIONAL SUS        25991         0     25991
DE*    BURROUGHS WELLCOME FUND                  227100         0    227100
DE*    CALIFORNIA PUBLIC EMPLOYEES RETIRE     10741804         0 10741804
DE*    CALIFORNIA STATE TEACHERS RETIREME       332603         0    332603
DE*    CFP-WFC TRUST                             51857         0     51857
DE*    CITY OF HIALEAH RETIREMENT SYSTEM         54616         0     54616
DE*    COHEN & STEERS GLOBAL INCOME BUILD       440200         0    440200
DE*    COLLEGE RETIREMENT EQUITIES FUND        1949380         0   1949380
DE*    CONCORDIA RETIREMENT PLAN                474079         0    474079
DE*    COUNTY OF LOS ANGELES DEFERRED COM       342021         0    342021
DE*    CREDIT SUISSE AM KAG MBH FOR ABW-F       469358         0    469358
DE*    DALLAS POLICE AND FIRE PENSION SYS       353300         0    353300
DE*    DE PRINCE RACE AND ZOLLO GROUP TRU        39000         0     39000
DE*    DENVER EMPLOYEES RETIREMENT PLAN         208020         0    208020
DE*    DIVERSIFIED FUND OF CANADA INT.SPE        29906         0     29906
DE*    DU PONT (UK) LIMITED PENSIONS FUND       438000         0    438000
DE*    EMPLOYEES RETIREMENT SYSTEM OF TEX      2308863         0   2308863
DE*    EMPLOYEES` RETIREMENT SYSTEM OF TH       454400         0    454400
DE*    ENERGY INSURANCE MUTUAL LIMITED          118098         0    118098
DE*    ENSIGN PEAK ADVISORS INC.                673700         0    673700
DE*    ENTERGY SERVICES INC. MASTER TRUST       287280         0    287280
DE*    EQ ADVISORS TRUST EQ/TEMPLETON GRO       950000         0    950000
DE*    EQ ADVISORS TRUST-MARKETPLUS INTER       834774         0    834774
DE*    FAMILY INVESTMENTS CHILD TRUST FUN       130398         0    130398
DE*    FEDERAL EXPRESS CORP EMPLOYEE`S PE      3176136         0   3176136
DE*    FIRST AMERICAN INVESTMENT FUNDS IN       281019         0    281019
DE*    FONDS DE RESERVE POUR LES RETRAITE     24442857         0 24442857
DE*    GENERAL ELECTRIC INSURANCE PLAN TR       731599         0    731599
DE*    GENERAL ELECTRIC PENSION TRUST           583037         0    583037
DE*    GENERAL MOTORS WELFARE BENEFIT TRU       399118         0    399118
DE*    GOVERNMENT PENSION INVESTMENT FUND      9007622         0   9007622
DE*    HANSBERGER INSTITUTIONAL SERIES IN       160299         0    160299
DE*    HANSBERGER INSTITUTIONAL SERIES IN        23276         0     23276
DE*    HARRIS UNIT 1 QUALIFIED NUCLEAR DE        27782         0     27782
DE*    HOMESTEAD INTERNATIONAL VALUE FUND       410800         0    410800
DE*    HONEYWELL INT INC MASTER RETIR TRU      1041813         0   1041813
DE*    ILLINOIS TEACHERS RETIREMENT SYSTE      2359485         0   2359485
DE*    ING BEWAAR MAATSCHAPPIJ 1 BV             210400         0    210400
                                   Page 15
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    ING DIRECT CORPORATE CLASS LIMITED        10388         0     10388
DE*    INTERLOCAL PENS FD GEOPGR COMM INT       432043         0    432043
DE*    INTERNATIONAL PAPER COMPANY COMMIN        94800         0     94800
DE*    INTERNATIONAL STOCK MARKET PORTFOL        19919         0     19919
DE*    IOWA STATE UNIVERSITY FOUNDATION          17400         0     17400
DE*    JOHN & MARCIA GOLDMAN                     31319         0     31319
DE*    JOHN D GOLDMAN 1997 CHARITABLE LEA        20367         0     20367
DE*    JOHN D GOLDMAN 1997 LONG TERM TRUS        16069         0     16069
DE*    JOHN D GOLDMAN 2001 TRUST                 28725         0     28725
DE*    JOHN HANCOCK FUNDS II INTERNATIONA       249675         0    249675
DE*    JOHN HANCOCK FUNDS II INTERNATIONA      1733820         0   1733820
DE*    JOHN HANCOCK TRUST GLOBAL TRUST         1350000         0   1350000
DE*    JOHN HANCOCK TRUST INTERNATIONAL E       181344         0    181344
DE*    JOHN HANCOCK TRUST INTERNATIONAL E       262585         0    262585
DE*    JOHN HANCOCK TRUST INTERNATIONAL V      1655043         0   1655043
DE*    JOHN&CATHERINE MACARTHUR FOUNDATIO       154100         0    154100
DE*    JOHNSON & JOHNSON PENSION & SAVING       599600         0    599600
DE*    JOHNSON & JOHNSON UK GROUP RETIREM       108692         0    108692
DE*    JP MORGAN BANK AS DIRECTED TRUSTEE       263585         0    263585
DE*    JP MORGAN BANK AS DIRECTED TRUSTEE       171988         0    171988
DE*    JP MORGAN BANK TTE FOR GENERAL MOT       515159         0    515159
DE*    JP MORGAN BANK TTE FOR GENERAL MOT       310013         0    310013
DE*    JP MORGAN CHASE RETIREMENT PLAN          287136         0    287136
DE*    KAS DEPOSITARY TRUST COMPANY             189180         0    189180
DE*    LEE MUNDER CAPITAL GROUP                   2630         0      2630
DE*    LEGG MASON PARTNERS VARIABLE PORTF        90000         0     90000
DE*    LEGG MASON PARTNERS WORLD FUNDS, I       429400         0    429400
DE*    LOMBARD ODIER DARIER HENTSCH FUND         17351         0     17351
DE*    MANHATTAN AND BRONX SURFACE TRANSI       342300         0    342300
DE*    MARATHON EAFE EQUITY FUND                212467         0    212467
DE*    MARATHON GLOBAL FUND : GLOBAL EQUI       647405         0    647405
DE*    MARATHON LONDON GLOBAL INVESTMENT        164979         0    164979
DE*    MARATHON NEW GLOBAL FUND PLC             647050         0    647050
DE*    MARATHON-LONDON GROUP TRUST FOR EM      1133306         0   1133306
DE*    MARATHON-LONDON INTERNATIONAL INVE       863651         0    863651
DE*    MARYLAND STATE RETIREMENT & PENSIO        18833         0     18833
DE*    MAVRIX GLOBAL FUND                        31315         0     31315
DE*    MD EQUITY FUND                           585450         0    585450
DE*    MERCATOR INTERNATIONAL FUND             7678000         0   7678000
DE*    MERCER QIF FUND PUBLIC LIMITED COM        20682         0     20682
DE*    METROPOLITAN LIFE INSURANCE COMPAN        38577         0     38577
                                   Page 16
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    MINISTRY OF FINANCE AND ECONOMY           60370         0     60370
DE*    MISSOURI INVESTMENT TRUST                 12677         0     12677
DE*    MTB INTERNATIONAL EQUITY FUND            170337         0    170337
DE*    MUNICIPAL EMPLOYEES` RETIREMENT SY       661792         0    661792
DE*    MUNICIPAL GRATUITY FUND                   12587         0     12587
DE*    NATIONAL CITY BANK                        12897         0     12897
DE*    NATIONAL RAILROAD RET INVESTMENT T       322680         0    322680
DE*    NATIONAL RURAL ELECTRIC COOPERATIV       816100         0    816100
DE*    NCB CATHOLIC DIOCESE OF SAGINAW FR         2987         0      2987
DE*    NEW STAR GLOBAL EQUITY FUND               72122         0     72122
DE*    NEW YORK STATE COMMON RETIREMENT F      1526305         0   1526305
DE*    NEW YORK STATE COMMON RETIREMENT F      2587176         0   2587176
DE*    NORTEL NETWORKS LONG-TERM INVESTME       414493         0    414493
DE*    NTCC FUND FOR GRANTOR TRUST COMM         117484         0    117484
DE*    OKLAHOMA PUBLIC EMPLOYEES RET. SYS       928982         0    928982
DE*    P.H. GLATFELTER COMPANY MASTER RET        27300         0     27300
DE*    PHOENIX INTERNATIONAL STRATEGIES F        51700         0     51700
DE*    POWER CORPORATION SUPERANNUATION P       172185         0    172185
DE*    PRUDENTIAL STAFF PENSION LIMITED          16359         0     16359
DE*    PUBLIC EMPLOYEES SUPERANNUATION PL       510819         0    510819
DE*    QUEBEC PROFESSIONALS` EUROPEAN EQU        58080         0     58080
DE*    RABBI TST FOR LADD FURNITURE INC           1743         0      1743
DE*    RBC BALANCED FUND                       1396000         0   1396000
DE*    RBC PRIVATE EUROPEAN EQUITY POOL         385000         0    385000
DE*    REG RETR EMPL SYND COMN URB MONTRE       129424         0    129424
DE*    REGENSTEIN FOUNDATION                     10231         0     10231
DE*    RETIREMENT AND SECURITY PROGRAM FO       190090         0    190090
DE*    REUNICA CAAM ACTIONS                     216911         0    216911
DE*    RICHARD KING MELLON FOUNDATION           249296         0    249296
DE*    RIVERSIDE CHURCH IN THE CITY OF NE        67131         0     67131
DE*    ROBERT L MCNEIL COMPLEX TRUST             96040         0     96040
DE*    ROBINSON UNIT 2 QUALIFIED NUCLEAR         47149         0     47149
DE*    SAUDI ARABIAN MONETARY AGENCY          17155108         0 17155108
DE*    SBC MASTER PENSION TRUST                 505370         0    505370
DE*    SCHERING PLOUGH POST RETIR. BENEFI        16240         0     16240
DE*    SCHERING PLOUGH RETIREMENT PLAN           92000         0     92000
DE*    SISTERS OF MERCY OF NORTH CAROLINA        38300         0     38300
DE*    SISTERS OF MERCY OF THE AMERICAS          46047         0     46047
DE*    SOUTHERN CALIFORNIA UFCW LARGE CAP         4300         0      4300
DE*    SOUTHERN COMPANY SYSTEM MASTER           374484         0    374484
DE*    SPDR MSCI ACWI EX-US ETF                 137977         0    137977
                                   Page 17
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SPDR S&P WORLD (EX-US) ETF                11988         0     11988
DE*    SPRUCEGROVE SPECIAL GLOBAL POOLED       1928659         0   1928659
DE*    STATE OF INDIANA PUBLIC EMPLOYEES`      1659148         0   1659148
DE*    STATE OF NEW JERSEY COMMON PENSION     20056780         0 20056780
DE*    STATE STREET TRUST & BANKING CO LT        20750         0     20750
DE*    STATE STREET TRUST & BANKING CO LT        64442         0     64442
DE*    STICHTING ALGEMEEN PENSIOENFONDS P        54386         0     54386
DE*    TACOMA EMPLOYEES RETIREMENT SYSTEM       251251         0    251251
DE*    TAIPEI FUBON COMMERCIAL BANK IN IT        13184         0     13184
DE*    TALBOT`S INC. PENSION PLAN                11100         0     11100
DE*    TAM INTERNATIONAL EQUITY TRUST           138900         0    138900
DE*    TD EMERALD GLOBAL SUSTAINABILITY P         7950         0      7950
DE*    TENNESSEE CONSOLIDATED RETIREMENT        998935         0    998935
DE*    TEXAS PREPAID HIGHER TUITION BOARD       637006         0    637006
DE*    THE ALLIANCE TRUST PLC                  3209353         0   3209353
DE*    THE EMM UMBRELLA FUNDS                    65060         0     65060
DE*    THE FIRST MERCANTILE TRUST COMPANY        22000         0     22000
DE*    THE FRANCE - MERRICK FOUNDATION IN        15390         0     15390
DE*    THE JOHNS HOPKINS UNIVERSITY             102226         0    102226
DE*    THE MASTER TRUST BANK OF JAPAN LTD       129660         0    129660
DE*    THE NUFIELD FOUNDATION                    32579         0     32579
DE*    THE ONTARIO PUB SER EMPL UNI PEN T       239106         0    239106
DE*    THE PROV TREAS OF P PRINCE EDW ISL       213024         0    213024
DE*    THE RETIREMENT PLAN OF JP MORGAN C       104409         0    104409
DE*    THE YORKSHIRE TRACTION COMPANY LIM       125000         0    125000
DE*    THE ZAYED FOUNDATION                    1082923         0   1082923
DE*    THREADNEEDLE SPECIALIST INVESTMENT        20660         0     20660
DE*    THRIVENT PARTNER INTERNATIONAL STO       995100         0    995100
DE*    THRIVENT PARTNER INTERNATIONAL STO      2105200         0   2105200
DE*    TIIA - CREF INSTITUTIONAL MUTUAL F         2000         0      2000
DE*    TOP MANAGERS FUNDS                       160178         0    160178
DE*    TREDJE AP-FONDEN                         370220         0    370220
DE*    TREDJE AP-FONDEN                        1507043         0   1507043
DE*    TT INTERNATIONAL INVESTMENT FUNDS        259621         0    259621
DE*    UBS PACE ALTERNATIVE STRATEGIES IN         2187         0      2187
DE*    UBS PACE INTERNATIONAL EQUITY INVE      1163259         0   1163259
DE*    UNITED FOOD AND COMMERCIAL WORKERS        51517         0     51517
DE*    VIA CHRISTI HEALTH SYSTEM CASH BAL        39655         0     39655
DE*    VIA CHRISTI HEALTH SYSTEM INC.            69710         0     69710
DE*    WASHINGTON STATE INVESTMENT BOARD        121371         0    121371
DE*    WELLCOME TRUST                           337850         0    337850
                                   Page 18
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                   IN FAVOUR
       Surname/Name                        Total Votes In person By Proxy
   __________________________________________________________________________
DE*     WEST MIDLANDS METROPOLITAN AUTHORI          100         0       100
DE*     WESTPAC INTERNATIONAL SHARE INDEX        628230         0    628230
DE*     WILLIAMSBERG INVESTMENT TRUST             15668         0     15668
DE*     XEROX CANADA EMPLOYEES RETIREMENT        151359         0    151359
DE*     YOUNG MENS CHRISTIAN ASSOCIATION R       181492         0    181492
293     ROSSI AGOSTINO                             1428      1428         0
30      BURZIO BRUNO                               3000      3000         0
310     D'ATRI GIANFRANCO                           150         0       150
314     D`ANGERIO SILVIO                            202       202         0
315     BRIATICO LETIZIA                              0         0         0
DE*     ARCA SGR                                6400000         0   6400000
DE*     ARCA SGR S.P.A. RUBRICA FONDO AZIO      8700000         0   8700000
361     DRAGHI GIORGIO                                0         0         0
DE*     INTERNATIONAL FASHION TRADING S.A.     72651170         0 72651170
DE*     MAX MARA INTERNATIONAL S.A.            75567018         0 75567018
365     MUSSINI MASSIMO                            1777         0      1777
367     MIK ANNA                                      0         0         0
DE*     DEXIA EQUITIES L EURO 50                1315195         0   1315195
DE*     DEXIA EQUITIES L EUROPE                 1270796         0   1270796
DE*     DEXIA EQUITIES L EUROPE FINANCE SE       214655         0    214655
DE*     DEXIA EQUITIES L EUROPE HIGH DIVID        56175         0     56175
DE*     DEXIA EQUITIES L GROWTH COMPANIES         14998         0     14998
DE*     DEXIA EQUITIES L ITALY                    64916         0     64916
DE*     DEXIA EQUITIES L SUSTAINABLE EMU         143430         0    143430
DE*     DEXIA EQUITIES L WORLD FINANCE SEC        23228         0     23228
369     PALLANTI PAOLO                                0         0         0
DE*     DIALOGO ASSICURAZIONI SPA                  3990         0      3990
DE*     FONDIARIA SAI SPA                      21044867         0 21044867
DE*     MILANO ASSICURAZIONI SPA               46493286         0 46493286
DE*     NOVARA VITA S.P.A.                        66500         0     66500
DE*     SASA ASSICURAZIONI E RIASSICURAZIO        40000         0     40000
DE*     SASA VITA SPA                             45000         0     45000
DE*     SIAT SPA                                  10000         0     10000
371     GRAFFAGNINO GIOACCHINO                     2300      1000      1300
373     PUGLISI GIOVANNI                              0         0         0
RL*     FONDAZIONE BANCO DI SICILIA            79380000 79380000          0
374     LANDI ANDREA                                  0         0         0
RL*     FONDAZIONE CASSA DI RISPARMIO DI M      4252043   4252043         0
376     ABRI ALDO                                   201       201         0
381     CAROLLO PIERLUIGI                          6050      6050         0
383     ANTOLINI GIOVANNI                         50000     50000         0
                                    Page 19
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
385    PEDERSOLI LANFRANCO                        1098      1098         0
387    WOLFGRING ALEXANDER                           0         0         0
RL*    AV-Z HOLDING S.P.A.                   133409475 133409475         0
DE*    AV-Z KAPITALGESELLSCHAFT GMBH            500000         0    500000
DE*    BA-CA-PRIMA PRIVATSTIFTUNG               584000         0    584000
DE*    BA-CA-PRIMA-PRIVATSTIFTUNG              3033000         0   3033000
DE*    BETRIEBSRATSFONDS DES BETRIEBSRATE          640         0       640
389    ROSSOMANDO CARMINE                          202       202         0
391    SADEK MIGIRAB YOUSEF S.                       0         0         0
DE*    LIBYAN FOREIGN BANK                    74898218         0 74898218
396    TETI STEFANO                                  0         0         0
DE*    AGF FINANCE AGF IART                    2309721         0   2309721
DE*    AGF FINANCE AGF VIE                     5107395         0   5107395
DE*    AGF FINANCE AGF VIE ANCRE                875145         0    875145
DE*    AGF FINANCE AGF VIE PREFON               513680         0    513680
DE*    AGF FINANCE ARCALYS ACTIF                290000         0    290000
DE*    ALLIANZ BELGIUM SA                       500000         0    500000
DE*    ALLIANZ S.P.A. (GIA` RIUNIONE ADRI    297144419         0 297144419
DE*    ANTONIANA VENETA POPOLARE VITA SPA      4106550         0   4106550
DE*    L.A. VITA SPA                             25100         0     25100
DE*    RB VITA S.P.A.                          4100000         0   4100000
398    CALO` MICHELANGELO                            0         0         0
DE*    REGIONE SICILIANA                      82595772         0 82595772
399    MORETTIN PATRICE                              0         0         0
**D    FONDAZIONE CASSAMARCA, CASSA DI RI    109090234         0 109090234
402    ANNALORO PIETRO                            1000      1000         0
406    D`ATRI STELLA.                               50        50         0
416    DE COSMO AMANDA                               0         0         0
**D    SGAM                          SGAM      1100000         0   1100000
**D    SGAM                          SGAM      4471040         0   4471040
**D    SGAM                          SIMB       528027         0    528027
**D    SGAM                          ATOM        75150         0     75150
**D    SGAM                          SGAM       682797         0    682797
**D    SGAM                          SGAM       893368         0    893368
**D    SGAM                          SGAM       149811         0    149811
**D    SGAM                          AUDI       406259         0    406259
**D    SGAM                          AVIV        39100         0     39100
**D    SGAM                          IFC          3490         0      3490
**D    SGAM                          FCP          9010         0      9010
**D    SGAM                          SOFR         2963         0      2963
**D    NESTLE FRANCE                             49500         0     49500
                                   Page 20
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
**D    3M FRANCE                                  16209         0     16209
**D    SA ANDROS                                  16210         0     16210
**D    MERIDIEN EQUILIBRE                          1443         0      1443
**D    GROUPE POMONA                              25895         0     25895
**D    CHARLES ANDRE                              10467         0     10467
**D    BIB PRUDENCE                               14195         0     14195
**D    A.C. NIELSEN COMPANY                        2080         0      2080
**D    STAUBLI 80/20 SGAM                          7941         0      7941
**D    DANONE DYNAMIQUE                           33370         0     33370
**D    HOLCIM EQUILIBRE                            7256         0      7256
**D    ARMAND THIERY SAS                           9192         0      9192
**D    SGAM                           ASTR        12916         0     12916
**D    PINAULT BOIS ET MATERIAUX                   1336         0      1336
**D    GROUPE ASSYSTEM FONDS A                     4640         0      4640
**D    D.C.F. 1 DYNAMIQUE                          9966         0      9966
**D    TOTAL DIVERSIFIE A DOMINANTE O             29332         0     29332
**D    FNAC EQUILIBRE                              3285         0      3285
**D    GROUPE CEGID                                 985         0       985
**D    ELIS                                        4845         0      4845
**D    HOLCIM AUDACE                               1521         0      1521
**D    STAUBLI 50/50 SGAM                          4574         0      4574
**D    LABORATOIRES GLAXOSMITHKLINE GSK           42392         0     42392
**D    SOCIETE GENERALE FONDS A OBLIGSG F          3790         0      3790
**D    SOCIETE GENERALE FONDS A OBLIGSG F         68200         0     68200
**D    SOCIETE GENERALE FONDS A OBLIGSG F         84720         0     84720
**D    EURO VL SA SGAM                FCP         29000         0     29000
**D    EURO VL SA SGAM                INVE        13000         0     13000
**D    EURO VL SA SGAM                ATM          2100         0      2100
**D    SGAM                           FCP         10000         0     10000
**D    EURO VL SA SGAM                INVE         3500         0      3500
**D    EURO NAV SA SG                 GEST       253900         0    253900
**D    MORGAN STANLEY GALAXY FUND                 56000         0     56000
**D    MORGAN STANLEY SICAV                       88902         0     88902
**D    JTSB LIMITED AS TRUSTEE FOR MITSUI          7951         0      7951
**D    PROTEIN                                   225820         0    225820
**D    MORLEY MANAGED FUNDS ICVC MORLEY            6622         0      6622
**D    NATIONAL WESTMINSTER LIFE ASSURANC         14928         0     14928
**D    RBS INVESTMENT FUNDS ICVC BALANCED         62412         0     62412
**D    NORWICH UNION LIFE AUSTRALIA LIMIT        112291         0    112291
**D    NATIONAL WESTMISTER REINSURANCE LT          4008         0      4008
**D    MORLEY INTERNATIONAL FUND                  17553         0     17553
                                   Page 21
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                   IN FAVOUR
       Surname/Name                        Total Votes In person By Proxy
   __________________________________________________________________________
**D     EPARGNE ETHIQUE ACTIONS                   60000         0     60000
**D     SICAV CHOIX SOLIDAIRE                     70000         0     70000
**D     PAX WORLD INTERNATIONAL FUND               5668         0      5668
**D     CAISSE DE DEPOT ET PLACEMENT DU QU      4513311         0   4513311
**D     DGAM EAFE EQUITY FUND L.P.               166452         0    166452
**D     NATEXIS BANQUE POPULAIRE      CARP        48442         0     48442
**D     IXIS ASSET MANAGEMENT         ARRC       602798         0    602798
**D     IXIS ASSET MANAGEMENT         SAIN       395240         0    395240
**D     THE ROCKEFELLER FOUNDATION                44275         0     44275
**D     UNIVERSITY HOSPIT HEALTH SYSTEM IN          200         0       200
**D     BRUNEI INVESTMENT AGENCY                 325208         0    325208
**D     ONTARIO TEACHERS PENSION PLAN BOAR      7794101         0   7794101
**D     MACIF GESTION MACIF CROISSANCE DUR       129512         0    129512
**D     MACIF GESTION MACIF CROIS DURABLE        350402         0    350402
**D     MACIF GESTION ACTIMACIF 1                635255         0    635255
**D     SCHOOL EMPLOYEES RET SYSTEM OF OHI       809389         0    809389
**D     LOUISIANA STATE EMPL RETIREMENT SY          400         0       400
**D     FCP CAPI EUROPE                          223730         0    223730
**D     FEDERIS EPARGNE EQUILIBREE               129000         0    129000
**D     FCP FEDERIS EUROPE ACTIONS              1034400         0   1034400
**D     FCP FEDERIS EURO ACTIONS                1183000         0   1183000
**D     FCP EURO ETHIQUE INSTITUTIONS            950000         0    950000
**D     FCP FEDERIS IRC ACTIONS                  515600         0    515600
**D     FCP FEDERIS ACT QUATREM                  516100         0    516100
**D     FEDERIS AVENIR EURO-PE                  1838500         0   1838500
**D     FCP MEDERIC ACTION                       659100         0    659100
**D     AVENIR EURO                              700000         0    700000
**D     FCP ACTIONS ISR                         1200000         0   1200000
**D     FCP AG2R EURO ACTIONES                  3800000         0   3800000
**D     REGIME DE RETRAITE DE L`UNIV DU QU        72800         0     72800
**D     BOARD OF TRUST.LELAND STANFORD UNI        78762         0     78762
**D     TCW GROUP, INC                             3490         0      3490
**D     AGF INTERNATIONAL VALUE FUND            5928044         0   5928044
**D     AGF ALL WORLD TAX ADVANTAGE GROUP       9928176         0   9928176
**D     AGF WORLD BALANCED FUND                 3875000         0   3875000
**D     INTL EQUITY VALUE CORP CL-AGF             23423         0     23423
**D     STITCHTING BEDRIJFSPENSIOENFONDS V      4071982         0   4071982
**D     MN SERVICES                             3369242         0   3369242
**D     VIKING GLOBAL EQUITIES LP               2984000         0   2984000
42      RUSSO CECILIA                               600       600         0
427     MASETTI ANGELO                              201       201         0
                                    Page 22
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
428    PAVONESSA DANILO                              0         0         0
DE*    AEGON CUSTODY BV                        9172325         0   9172325
DE*    AIC LIMITED                               85260         0     85260
DE*    AIR CANADA PENSION TRUST FUND              3869         0      3869
DE*    ARIZONA STATE RETIREMENT SYSTEM           37200         0     37200
DE*    ASEA BROWN BOVERI INC.MASTER TRUST       100661         0    100661
DE*    AXA WORLD FUNDS                         4212840         0   4212840
DE*    BALTIMORE COUNTY RETIREMENT SYSTEM       285000         0    285000
DE*    BAPTIST FOUNDATION OF TEXAS                3535         0      3535
DE*    BAYER CORPORATION MASTER TRUST            20300         0     20300
DE*    BAYER INC. MASTER TRUST                    9400         0      9400
DE*    BBH FOR SEI INSTITUTIONAL INVES TW       236620         0    236620
DE*    BBH FOR-SEI INST INV TRUST INTERNA       466421         0    466421
DE*    BBH FOR-SEI INSTIT INV TRUST INTER       188117         0    188117
DE*    BBH IEF(RIC)(MONDRIAN INV PARTN)         839174         0    839174
DE*    BBH/SEI INSTIT INVEST TRST WRLD EQ       252000         0    252000
DE*    BD OF PENS OF THE PRESBYTERIAN CHU       491434         0    491434
DE*    BELL ATLANTIC MASTER TRUST               298419         0    298419
DE*    BLACKROCK FUNDS                          112070         0    112070
DE*    BLUE CROSS BLUE SHIELD OF NOR CAR        121697         0    121697
DE*    BON SECOURS HEALTH SYSTEM, INC           143320         0    143320
DE*    BROWN BROTHERS HARRIMAN AND CO          5608597         0   5608597
DE*    BRUNEI INVESTMENT AGENCY                1295762         0   1295762
DE*    CANADIAN IMPERIAL BANK OF COMM .          31906         0     31906
DE*    CANADIAN PACIFIC RAILWAY PENSION F       295099         0    295099
DE*    CANADIAN PACIFIC RAILWAY PENSION P       601204         0    601204
DE*    CARGILL ANS ASSOCIATED MASTER PEN          8800         0      8800
DE*    CATHOLIC HEALTH INITIATIVES              229003         0    229003
DE*    CENTRAL STATES,S.E.&S.W. AREAS FUN        52748         0     52748
DE*    CF GLOBAL ALPHA 1 FD MELLON FIN CO       112623         0    112623
DE*    CF GLOBAL TACTICAL ASSET ALLOCATIO         9769         0      9769
DE*    CIBC BANK & TRUST COMPANY (CAYMAN)         9800         0      9800
DE*    CIBC EUROPEAN EQUITY FUND                658007         0    658007
DE*    CIBC EUROPEAN INDEX FUND                  37336         0     37336
DE*    CIBC FINANCIAL COMPANIES FUND            425000         0    425000
DE*    CIBC GLOBAL EQUITY FUND                   89400         0     89400
DE*    CIBC INTERNATIONAL INDEX FUND             68767         0     68767
DE*    CIBC POOLED INTL EQUITY INDEX FUND        89441         0     89441
DE*    CIBC TRUST INTL EQUITY POOL              858300         0    858300
DE*    CITADEL EQUITY FUND LTD C/A MAPLES      4346589         0   4346589
DE*    CITADEL EQUITY FUND LTD C/O MAPLES      2697016         0   2697016
                                   Page 23
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    CITIBANK NA AS TRUSTEE                    19300         0     19300
DE*    CITITRUST LTD                            266493         0    266493
DE*    CITY OF JACKSONVILLE RETIR SYSTEM        147994         0    147994
DE*    CITY OF NEW YORK DEFERRED COMPENS        805067         0    805067
DE*    COLONIAL FIRST STATE INVESTMENT LI       759611         0    759611
DE*    COMMONWEALTH BANK OFFICERS SUPERAN       209283         0    209283
DE*    COMMONWEALTH PENNSYLVANIA PUBLIC S       185775         0    185775
DE*    COMMONWEALTHOF PENNSYLVANIA STATE         38300         0     38300
DE*    DAIMLERCHRYSLER CANADA MASTER TR F         3913         0      3913
DE*    DREYFUS INTL STOCK INDEX FUND            352918         0    352918
DE*    DT INTERNATIONAL STOCK INDEX FUND         18263         0     18263
DE*    EAFE EQUITY FUND                         208559         0    208559
DE*    EAFE INDEX PLUS SECURITIES LENDING       170963         0    170963
DE*    EMPL RET INCOME PLAN TR MINNESOTA         84883         0     84883
DE*    ENERGY EAST CORPORATION MASTER TRU        39140         0     39140
DE*    ENERGY EAST CORPORTATION MASTER TR        67340         0     67340
DE*    ESSEX COUNTY COUNCIL                     130835         0    130835
DE*    FAIRFAX COUNTY UNIFORMED RET.SYSTE         1800         0      1800
DE*    FIRST INITIATIVES INSURANCE, L TD         79000         0     79000
DE*    FLORIDA RETIREMENT SYSTEM                 53500         0     53500
DE*    GBL ALPHA EDGE COMMON TRUST FD RE         11323         0     11323
DE*    GE FUNDS - GE GLOBAL EQUITY FUND         157442         0    157442
DE*    GE FUNDS - GE INTERNATIONAL EQUITY       161694         0    161694
DE*    GE FUNDS - GE STRATEGIC INVESTMENT        81458         0     81458
DE*    GE INSTITUTIONAL FUNDS-INTERNATION      5002091         0   5002091
DE*    GE INSTITUTIONAL FUNDS-STRATEGIC I       290255         0    290255
DE*    GE INVESTMENT CANADA INTERNATIONAL       635022         0    635022
DE*    GE INVESTMENTS FUNDS, INC. - INTER       110820         0    110820
DE*    GE INVESTMENTS FUNDS, INC. - TOTAL      1376321         0   1376321
DE*    GLOBAL VALUE EQUITY FUND                   7990         0      7990
DE*    GMO FOREIGN FUND                        3646982         0   3646982
DE*    GPB/G-RBC CONTINENTAL EUROPEAN           130912         0    130912
DE*    GSK COMMON INVESTMENT FUND                 4830         0      4830
DE*    HANSBERGER INSTITUTIONAL SERIES IN      2326074         0   2326074
DE*    HARRISVILLE ENTERPRISES S.A.              77945         0     77945
DE*    HAWKER BEECHCRAFT CORPORATION            148048         0    148048
DE*    HEALTHCARE EMPLOYEES PENSION PLAN        414042         0    414042
DE*    HONG KONG SPECIAL ADMINISTRATIVE R      2038854         0   2038854
DE*    HORACE O.BRIGHT COLLECTIVE INV.FUN         9650         0      9650
DE*    HOURGLASS INDEXED INTERNATIONAL SH       113161         0    113161
DE*    HOUSTON FIREFIGHTERS RELIEF & RETI        16400         0     16400
                                   Page 24
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    HOWARD HUGHES MEDICAL INSTITUTE          181700         0    181700
DE*    IG TEMPLETON INTERNATIONAL EQUITY        158933         0    158933
DE*    IG TEMPLETON INTL EQUITY CLASS A          93145         0     93145
DE*    IG TEMPLETON WORLD ALLOCATION FUND        51977         0     51977
DE*    IMPERIAL INTERNATIONAL EQUITY POOL       292692         0    292692
DE*    INSURANCE COMMISSION OF WESTERN AU        53056         0     53056
DE*    INTERNATIONAL BANK FOR RECONSTRUCT       232670         0    232670
DE*    INTERPOLIS & VAN SPAENDONCK              282948         0    282948
DE*    ISPAT INLAND INC PENSION PLAN            142900         0    142900
DE*    JNL FRANKLIN TEMPLETON GL GROWTH F        10000         0     10000
DE*    JOHN DEERE PENSION TRUST                 821598         0    821598
DE*    JOHN S. & JAMES L. KNIGHT FOUND.          94700         0     94700
DE*    KEYSTONE TEMPL INTL STOCK CAP CLAS       207492         0    207492
DE*    KINGDON ASSOCIATES                       568094         0    568094
DE*    KINGDON FAMILY PARTNERSHIP LP             64148         0     64148
DE*    LANXESS INC. MASTER TRUST FUND            28080         0     28080
DE*    LEGAL AND GENERAL ASSURANCE (PENSI      8780136         0   8780136
DE*    LINCOLN VAR INS PRODUCTS TEMPLETON       337851         0    337851
DE*    LINCOLN VARIABLE INS PROD INT`L FU      2353938         0   2353938
DE*    LPI AKTIER EUROPOA II                    666256         0    666256
DE*    LUCENT TECHNOLOGIES PENSION TRUST        565700         0    565700
DE*    LUCERNE CAPITAL FUND LP                  246231         0    246231
DE*    M KINGDON OFFSHORE LTD                  1617758         0   1617758
DE*    MARS GMGBH                               295762         0    295762
DE*    MCDERMOTT INC MASTER TRUST               258096         0    258096
DE*    MELLON BANK EMP COLL INVEST FD           187754         0    187754
DE*    MELLON CAP MANAGMNT/JNL INTL INDEX         9790         0      9790
DE*    MELLON INTERNATIONAL FUND               2318120         0   2318120
DE*    MELLON POOLED INTERN ALL COUNTRY W       188740         0    188740
DE*    MINISTRY OF FINANCE OF KAZAKHSTAN       1307913         0   1307913
DE*    MINNESOTA LIFE INSURANCE COMPANY           2000         0      2000
DE*    MUNICIPAL FIRE & POLICE RETIRE IOW        17595         0     17595
DE*    NELDA C. AND H.J. LUTCHER STARK FO         1843         0      1843
DE*    NESTEGG DOW JONES 2010 FUND                 189         0       189
DE*    NESTEGG DOW JONES 2015 FUND                7038         0      7038
DE*    NYNEX CO MASTER PENSION TRUST            313836         0    313836
DE*    ODDO ASSET MANAGEMENT VECTEUR ACT        647350         0    647350
DE*    ODDO ASSET MANAGEMENT AAE OAM            242600         0    242600
DE*    ODDO ASSET MANAGEMENT CIPAV DIVERS      1468852         0   1468852
DE*    ODDO ET CIE ENTERPRISE D`INVETISS.      6941664         0   6941664
DE*    OIA DIVERSIF INT COMMING FUND, LP          1000         0      1000
                                   Page 25
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    OIL INVESTMENT CORP LTD & OIL    CA       187699         0    187699
DE*    ONTARIO POWER GENERATION INC              141500         0    141500
DE*    ONTARIO POWER GENERATION INC.             181146         0    181146
DE*    OPERATING ENG.#101 PENSION FUND           102588         0    102588
DE*    OPTIMIX WHOLESALE GLOBAL SHARE TRU        418992         0    418992
DE*    OWENS CORNING CANADA INC CONSOLIDA         54000         0     54000
DE*    PARVUS EUROPEAN ABSOLUTE OPPORTUNI       3717045         0   3717045
DE*    PARVUS EUROPEAN OPPORTUNITIES MAST       1445076         0   1445076
DE*    PENNSYL.MUNICIPAL RETIREM.SYSTEM          416000         0    416000
DE*    PERMAL LONG FUNDS-PAN EUROPEAN FUN        160083         0    160083
DE*    QWEST DEFINED BENEFIT/DEF CONTR MA         85283         0     85283
DE*    RBS AS DEP OF FIRST STATE INVESTME         27646         0     27646
DE*    REGENCE BLUECROSS BLUESHIELD OF OR         14818         0     14818
DE*    REGENCE BLUECROSS BLUESHIELD OF UT          4200         0      4200
DE*    REGENCE BLUESHIELD                         24960         0     24960
DE*    REGENT STRAT EUROPEAN EQ                  520607         0    520607
DE*    REGENTS OF THE UNIVERSITY OF MICHI         22031         0     22031
DE*    RETIREM P OF BON SECOURS HEALTH SY         69650         0     69650
DE*    RL EUROPEAN EQUITY FUND                   358002         0    358002
DE*    ROGERSCASEY TARGET SOLUTIONS               20970         0     20970
DE*    SAUDI ARABIAN MONETARY AGENCY              70209         0     70209
DE*    SCOTTISH WIDOWS PLC                      2442091         0   2442091
DE*    SEI INSTITUTIONAL INTERN. TRUST IN        132000         0    132000
DE*    SEI INSTITUTIONAL INVESTMENTS TRUS         64000         0     64000
DE*    SISTERS OF ST FRANCIS HEALTH SERVI         42200         0     42200
DE*    SMITH BARNEY                              346752         0    346752
DE*    SOGEPLUS                                12250000         0 12250000
DE*    SSGA ITALY INDEX FUND                     955339         0    955339
DE*    SSGA MSCI EAFE INDEX FUND                 557725         0    557725
DE*    STATE STREET GLOBAL ADVISORS AUSTR        347176         0    347176
DE*    STICHT TOT BEW CORD AAN EUR ENH BE         61596         0     61596
DE*    STICHTING BEDRIJFSPEN.VOOR BOUWNIJ        146708         0    146708
DE*    STICHTING PENSIOENF DUPONT NEDERLA        315100         0    315100
DE*    STICHTING PENSIOENFONDS ABP               654625         0    654625
DE*    STICHTING T BEW CORDARES AAN E AC        3331926         0   3331926
DE*    STREETTRACKS DOW JONES EURO STOXX        2166213         0   2166213
DE*    SYMMETRY EQUITY CLASS                     146245         0    146245
DE*    TBC POOLED EMPL-EAFE VALUE EQ FUND         58900         0     58900
DE*    TBC POOLED EMPLOYEES FUND                 214450         0    214450
DE*    TBC POOLED EMPLOYEES FUND INTL EQU       1159900         0   1159900
DE*    TBC PRIVATE TRUST-INTL EQUITY FUND        349910         0    349910
                                   Page 26
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    TD EUROPEAN INDEX FUND                    48691         0     48691
DE*    TD PRIVATE INTERNATIONAL EQUITY FU       536959         0    536959
DE*    TEACHERS RETIREMENT ALLOWANCES FUN         3476         0      3476
DE*    TEACHERS`RETIREMENT SYST LOUISIAN        593390         0    593390
DE*    TELCORDIA TECHNOLOGIES PENSION PLA        65550         0     65550
DE*    THE BOSTON COMPANY PRIVATE TRUST          14600         0     14600
DE*    THE CAERULEUS FUND M AND C CORPORA       779900         0    779900
DE*    THE DEARBORN PARTNERS GROUP TRUST        176183         0    176183
DE*    THE INTERNATIONAL EQUITY PORTFOLIO      4668934         0   4668934
DE*    THE KRESGE FOUNDATION                    184070         0    184070
DE*    THE LUCERNE CAPITAL OFFSHORE FUND        617869         0    617869
DE*    THE LUCERNE MID-CAP MASTER FUND LT       364928         0    364928
DE*    THE MANVILLE PERS.INJURY SETL.TRUS        94608         0     94608
DE*    THE ORANGE PARTNERS FUND M AND C C       410325         0    410325
DE*    THE PENSION PLAN 1987 OF CANADA TR        37050         0     37050
DE*    THE REGENTS OF THE UNIVERSITY OF C      3640209         0   3640209
DE*    THE WASHINGTON UNIVERSITY                  7700         0      7700
DE*    TRW AUTOMOTIVE DEF BENEFIT MASTER        301000         0    301000
DE*    UMB                                      840042         0    840042
DE*    UNIV OF PITTSBURGH MED CENTER SYST       261878         0    261878
DE*    VEBA PARTNERSHIP N L.P.                  251767         0    251767
DE*    VGE III PORTFOLIO LTD C/O GOLDMAN       8719900         0   8719900
DE*    VIKING GLOBAL EQUITIES II LP             249200         0    249200
DE*    VIKING GLOBAL EQUITIES LP               1892400         0   1892400
DE*    VITTORIA P LP                            251429         0    251429
DE*    WELLMARK INC.                            118111         0    118111
DE*    WESTON FOODS INC MASTER TRUST FUND        36179         0     36179
DE*    WORKPLACE SAFETY & INSURANCE BOARD      3178944         0   3178944
DE*    WORLD INDEX PLUS EDGE COMMON TRST          9392         0      9392
DE*    XL RE LTD                                174085         0    174085
429    GONZAGA GIUSEPPE                              0         0         0
DE*    COFIMAR S.R.L.                         16107943         0 16107943
430    GALANTUCCI SERGIO                          2120      2120         0
432    MODIGLIANI CARLA                              0         0         0
DE*    AACHENER UND MUENCHNER LEBEN            2048400         0   2048400
DE*    AACHENER UND MUNCHENER VERSICHERUN       891600         0    891600
DE*    AGRICOLA SAN GIORGIO SPA                 111200         0    111200
DE*    ALLEANZA ASSICURAZIONI SPA              3235000         0   3235000
DE*    ASSICURAZIONI GENERALI SPA             35594526         0 35594526
DE*    AUGUSTA ASSICURAZIONI SPA              11586976         0 11586976
DE*    AUGUSTA VITA SPA                         350000         0    350000
                                   Page 27
08/05/2008 19.08.41   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    BANCA GENERALI SPA                         75000         0     75000
DE*    CENTRAL KRANKENVERSICHERUNG              1036134         0   1036134
DE*    COSMOS LEBENSVERSICHERUNG                 974030         0    974030
DE*    D.A.S. S.P.A.                              44000         0     44000
DE*    ESTRELLA FP II                             55218         0     55218
DE*    ESTRELLA FP IV                             70950         0     70950
DE*    ESTRELLA SA SEGUROS Y REASEGUROS          229281         0    229281
DE*    FATA ASSICURAZIONI DANNI SPA              345000         0    345000
DE*    FATA VITA SPA                             120000         0    120000
DE*    GENAGRICOLA GENERALI AGRICOLTURA S         11200         0     11200
DE*    GENERALI ASSURANCES GENERALES             120000         0    120000
DE*    GENERALI IARD FUSIONNE                    560000         0    560000
DE*    GENERALI LEBEN                           1141800         0   1141800
DE*    GENERALI LEVENSVERZEKERING MAATSCH        360209         0    360209
DE*    GENERALI PERSONENVERSICHERUNGEN           126000         0    126000
DE*    GENERALI SCHADEVERZEKERING MAATSC          52493         0     52493
DE*    GENERALI VERSICHERUNG AG                 1050100         0   1050100
DE*    GENERALI VIE                             1400000         0   1400000
DE*    GENERALI VIE EURO EPARGNE                3200000         0   3200000
DE*    GENERALI VIE RETRAITE                     660000         0    660000
DE*    GENERTEL S.P.A.                           345000         0    345000
DE*    INA ASSITALIA                           30105564         0 30105564
DE*    INF SOCIETA` AGRICOLA SPA                  41200         0     41200
DE*    INTESA VITA SPA                          1271971         0   1271971
DE*    LA VENEZIA ASSICURAZIONI SPA             3727216         0   3727216
DE*    TORO ASSICURAZIONI SPA                   3110000         0   3110000
DE*    VITALICIO FP                              115268         0    115268
DE*    VITALICIO II FP                            73000         0     73000
DE*    VITALICIO IV FP                            49951         0     49951
DE*    VITALICIO SEGUROS Y REASEGUROS             99130         0     99130
DE*    VOLKSFUERSORGE DEUTSCHE LEBEN            4185708         0   4185708
DE*    VOLKSFUERSORGE DEUTSCHE SACH              352000         0    352000
436    CARDARELLI ANGELO                              0         0         0
**D    LOTHIAN PENSION FUND                      810800         0    810800
**D    FLORIDA RETIREMENT SYSTEM                 217098         0    217098
**D    NOTTINGHAMSHIRE COUNTY COUNCIL PEN        525539         0    525539
**D    SAINT-GOBAIN CORPORATION MASTER TR        206422         0    206422
**D    CREDIT FONCIER DE FRANCE       PICT        88700         0     88700
**D    BANK OF NEW YORK                         4594017         0   4594017
**D    PICTET & CIE (EUROPE) SA                 3534900         0   3534900
**D    WEST YORKSHIRE PENSION FUND              1004000         0   1004000
                                   Page 28
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
**D    AIR CANADA PENSION TRUST FUND              54191         0     54191
**D    AIR CANADA                                  7266         0      7266
**D    FLORIDA RETIREMENT SYSTEM                2662571         0   2662571
**D    THE CALIFORNAI ENDOWMENT                   13852         0     13852
**D    PENS.PLAN RETIR.OFF.SALVATION ARMY         55220         0     55220
**D    THE SALVATION ARMY                        212880         0    212880
**D    HONEYWELL INT INC MASTER RETIR TRU        822610         0    822610
**D    TEXAS MUTUAL INSURANCE COMPANY            546310         0    546310
**D    CITY OF AUSTIN EMPLOYEES RETIR SYS        386370         0    386370
**D    NIPSCO MASTER TRUST                       139940         0    139940
**D    A I DUPONT TESTAMENTARY TRUST             535740         0    535740
**D    HOSPITALS ONTARIO PENSION PLAN FUN       1044940         0   1044940
**D    JANTZI BALANCED FUND                        4500         0      4500
**D    SPRUCEGROVE SPECIAL GLOBAL POOLED         629017         0    629017
**D    SPRUCEGROVE INTL POOLED FUND             4469829         0   4469829
**D    AURION INTERNATIONAL DAILY EQUITY          28477         0     28477
**D    BJC GROUP PENSION TRUST                    26330         0     26330
**D    BJC HEALTH SYSTEM                          19140         0     19140
**D    CARGILL INC AND ASSOCIATED COS    M         3830         0      3830
**D    THE JOHNS HOPKINS UNIVERSITY              233710         0    233710
**D    NORTH SLOPE BOROUGH                       105623         0    105623
**D    PRINCE GEORGES COUNTY POLICE PENSI          6825         0      6825
**D    VERMONT PENSION INVESTMENT COMMITT        586450         0    586450
**D    CITY OF NEW YORK GROUP TRUST             2847824         0   2847824
**D    GOLDMAN SACHS GMS INTERNATIONAL EQ        605960         0    605960
**D    GOLDMAN SACHS GMS INTERNATIONAL EQ        973150         0    973150
**D    THE SPRUCEGROVE DELAWARE TRUST           1915630         0   1915630
**D    COMMERCIAL UNION LIFE ASSURANCE CO      37729019         0 37729019
**D    BBH - FOR MT BOJ MORGAN ST EQ             212487         0    212487
**D    MUNICIPAL FIRE & POLICE RETIRE IOW          3585         0      3585
**D    LUCENT TECHNOLOGIES PENSION TRUST         471834         0    471834
**D    U.B.S. AG - LONDON BRANCH CLIENT A         42700         0     42700
**D    FCP STRONTIUM                            1209490         0   1209490
**D    REGARD ACTIONS SOCIALM RESPONSABLE         61250         0     61250
**D    EMERSON ELECTRIC CO. MASTER RETIRE        291833         0    291833
**D    LOCKHEED MARTIN CORP MASTER RETIRE          2174         0      2174
**D    LIBERTY MUTUAL EMPLOY THRIFT PLAN         382427         0    382427
**D    SLF (FRANCE) ACTIONS EUROPE FCP          1345942         0   1345942
**D    NYNEX CO MASTER PENSION TRUST              32158         0     32158
**D    VAN KAMPEN INTERNATIONAL ADVANTAGE        548006         0    548006
**D    MORGAN STANLEY FUNDS (UK) EUROPE (        131772         0    131772
                                   Page 29
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    MORGAN STANLEY INVESTMENT MANAGEME       394335         0    394335
**D    THE CIVIL SERVICE SUPERANNUATION F       112951         0    112951
**D    LABORERS DISTRICT COUNCIL & CONTRA       208000         0    208000
**D    MONTANA BOARD OF INVESTMENTS             290322         0    290322
**D    MORGAN STANLEY INVESTMENT MANAGEME     13977800         0 13977800
**D    SSGA INTERNATIONAL EQUITIES INDEX        530757         0    530757
**D    CALIFORNIA STATE TEACHERS RETIREME        52891         0     52891
**D    MORGAN STANLEY INTERNATIONAL EQUIT       744382         0    744382
**D    SGAM TOTAL DIVERSIF A DOMIN ACT FD        93780         0     93780
**D    AGF ASSET MANAGEMENT          AGF       3000000         0   3000000
**D    AGF ASSET MANAGEMENT          AGF       5000000         0   5000000
**D    AGF ASSET MANAGEMENT          AGF       1800006         0   1800006
**D    AGF ASSET MANAGEMENT          AGF        400000         0    400000
**D    AGF ASSET MANAGEMENT          CREP         9500         0      9500
**D    AGF ASSET MANAGEMENT          AGF         40000         0     40000
**D    AGF ASSET MANAGEMENT          DRES       450000         0    450000
**D    AGF ASSET MANAGEMENT          ACTI        75000         0     75000
**D    AGF ASSET MANAGEMENT          AGF       1100000         0   1100000
**D    THE PALM FUND                            167830         0    167830
**D    MORGAN_STANLEY_GLOBAL ADVANTAGE          668643         0    668643
**D    MORGAN STANLEY VARIABLE GLOBAL ADV        64146         0     64146
**D    PNC FUNDS INC INTERNATIONAL              622978         0    622978
**D    MORGAN STANLEY DIVERSIFIED INTERNA         4784         0      4784
**D    HSBC SECURITIES SERVICES (LUXEMBOU        20803         0     20803
**D    DEXIA ASSET MANAGEMENT                    40204         0     40204
**D    BIRELEYS ORANGE JAPAN,S.A.                46407         0     46407
**D    MORGAN STANLEY INVESTMENT MANAGEME        14964         0     14964
**D    MORGAN STANLEY SICAV                    1619092         0   1619092
**D    JP MORGAN BANK AS TR. FOR ARMSTRO         99801         0     99801
**D    THE UNIVERSAL INSTITUTIONAL FUNDS,       148577         0    148577
**D    LONDON BOROUGH OF CAMDEN                  66852         0     66852
**D    SPRUCEGROVE GROUP TRUST                 1422420         0   1422420
**D    THE MASTER TRUST BANK OF JAPAN LTD        19061         0     19061
**D    LOUVRE MULTI SELECT                      141521         0    141521
**D    GMAM INVESTMENT FUND TRUST              1753991         0   1753991
**D    SBC MASTER PENSION TRUST                1777865         0   1777865
**D    THE BOEING COMPANY EMPLOYEES RETIR      1115367         0   1115367
**D    NEW YORK STATE COMMON RETIREMENT F       141939         0    141939
**D    MORGAN STANLEY INTERNATIONAL VALUE      1130539         0   1130539
**D    MORGAN STANLEY DEAN WITTER VARIABL       385040         0    385040
**D    MORGAN STANLEY DEAN WITTEREUROPEAN      1428560         0   1428560
                                   Page 30
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    MORGAN STANLEY INSTITUTIONAL FUND         74252         0     74252
**D    CGNU LIFE ASSURANCE LIMITED            33437884         0 33437884
**D    ROYAL SCOTTISH ASSURANCE PLC                846         0       846
**D    NATIONAL ELEVATOR INDUSTRY PENSION       219133         0    219133
**D    INTERLOCAL PENS FD GEOPGR COMM INT         9774         0      9774
**D    GMI INVESTMENT TRUST                     218494         0    218494
**D    IBEW LOCAL 269 PENSION FUND               27000         0     27000
**D    GENERAL CONFERENCE CORPORATION OF         66420         0     66420
**D    CENTRAL LABORERS PENSION FUND             95886         0     95886
**D    IUOE LOCALS 302 612 - EMPLOYERS CO          812         0       812
**D    UNIV HOSP HEALTH SYS, INC RETIR PL         4550         0      4550
**D    JACKSON PERSPECTIVE VIP FUND                200         0       200
**D    NORTHERN TRUST PRIVATE INVESTMENT        144701         0    144701
**D    NORTHERN TRUST MANAGED FUNDS              62757         0     62757
**D    NTCC FUND FOR GRANTOR TRUST COMM          31603         0     31603
**D    ALTRINSIC INTL EQUITY PORTFOLIO LP       111325         0    111325
**D    DIOCESE WAYNE-SOUTH BEND INVEST TS         5220         0      5220
**D    I.W.A. FOREST INDUSTRY PENSION PLA       191010         0    191010
**D    RETIREMENT PLAN FOR THE EMPLOYEES        309314         0    309314
**D    CANADIAN LIQUID AIR FOREIGN MASTER        27320         0     27320
**D    CI CORPORATE CLASS LTD                    28750         0     28750
**D    CI INTERNATIONAL VALUE FUND              369254         0    369254
**D    CI CANADIAN INV. FUND                    323218         0    323218
**D    BRITISH COLUMBIA INV.MAN.CORPORATI       673800         0    673800
**D    AURION INTERNATIONAL DAILY EQUITY         53300         0     53300
**D    FIRST AMERICAN INVESTMENT FUNDS IN        71802         0     71802
**D    ALTRINSIC NON US EQUITY OFFSHORE M        54285         0     54285
**D    NON US EQUITY MANAGERS PORTFOLIO 5        82048         0     82048
**D    CACEIS BANK                              969919         0    969919
**D    LBPAM ACTIONS EUROPE                    1164896         0   1164896
**D    FCP LBPAM ACTIONS FINANCE                543283         0    543283
**D    XENYS                                     28154         0     28154
**D    TONI ACTION 100                          460838         0    460838
**D    LBPAM VOIE LACTEE 2                      104046         0    104046
**D    TUTELAIRE ACTIONS                         36257         0     36257
**D    VIVACCIO ACTIONS                        2945765         0   2945765
**D    LBPAM ACTIONS DIVERSIFIE                1751969         0   1751969
**D    LBPAM ACTIONS MONDE                      844188         0    844188
**D    LBPAM ACTIONS EURO                      3622325         0   3622325
**D    LBPAM ACTIONS INDICE                    6553661         0   6553661
**D    LBPAM PROFIL 80 PEA                      440564         0    440564
                                   Page 31
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    LBPAM PROFIL 100                        1547172         0   1547172
**D    LBPAM ACTIONS DEVELOPPEMENT DURABL      1816945         0   1816945
**D    CAAM AGIRC INDO                           21926         0     21926
**D    CAAM MEDI-ACTIONS                       2100000         0   2100000
**D    CAAM NADAUD FCP                           15479         0     15479
**D    CAAM GRD IFC97 ACTIONS EUROPE            150000         0    150000
**D    CAAM OPTALIME                            795460         0    795460
**D    PREDICA ISR MONDE                         36900         0     36900
**D    PFP-ISR                                   25300         0     25300
**D    PREDICA ISR EUROPE                       107278         0    107278
**D    PICTET & CIE BANQUIERS.                  237888         0    237888
**D    WEST MIDLANDS METROPOLITAN AUTHORI          200         0       200
**D    ALLIANZ GLOBAL INVESTORS               11929998         0 11929998
437    DE COSMO LEONARDO                             0         0         0
DE*    1006 FCP CIO                              85000         0     85000
DE*    1434 FCP PAPETERIES DE LAA                 4000         0      4000
DE*    1495 FCP CONTINENTAL                       7200         0      7200
DE*    1515 FCP GERARD PERRIER                    3200         0      3200
DE*    1581 FCP GROUPE BRIAND                     5400         0      5400
DE*    ACM ACTIONS                               38532         0     38532
DE*    ACM ACTIONS PLUS                          45697         0     45697
DE*    BRITISH COLUMBIA INV.MAN.CORPORATI       314376         0    314376
DE*    CARMUT ACTIONS ARBITRAGE                  27700         0     27700
DE*    CIC AVENIR DYNAMIQUE                     175000         0    175000
DE*    CIC AVENIR EQUILIBRE                     127500         0    127500
DE*    CIC EPARGNE DYNAMIQUE                    100000         0    100000
DE*    CIC EPARGNE EQUILIBRE                    100000         0    100000
DE*    CIC FERTILE EQUILIBRE                    200000         0    200000
DE*    CM ALLIANCE                                4000         0      4000
DE*    CM EUROPE ACTIONS                        665555         0    665555
DE*    CM PART ACTIONS EUROPE                    31000         0     31000
DE*    ESPOIR FCP                                 1600         0      1600
DE*    FCP CAPSUGEL                              16000         0     16000
DE*    FCP CIC EUROLEADERS                     2215332         0   2215332
DE*    FCP CITIBANK                               7300         0      7300
DE*    FCP CM ACTIONS EURO                     2033066         0   2033066
DE*    FCP DEGUSSA DYNAMIQUE                     15000         0     15000
DE*    FCP DEGUSSA MIXTE                          3800         0      3800
DE*    FCP EUROP ASSISTANCE DIVERSIFIE           15000         0     15000
DE*    FCP HENKEL DIVERSIFIE N 1                  9000         0      9000
DE*    FCP HOWMET DIVERSIFIE                      3200         0      3200
                                   Page 32
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FCP LANSON INTERNATIONAL                   2400         0      2400
DE*    FCP MGE DYNAMIQUE EURO                    72000         0     72000
DE*    FCP NORDON INDUSTRIES                      8000         0      8000
DE*    FCP REXEL                                  2000         0      2000
DE*    FCP SCHERING SA DIVERSIFIE                    1         0         1
DE*    FCP SCORE ACTIONS                          7000         0      7000
DE*    FCP UNI 1                                110000         0    110000
DE*    FCP UNION EUROPE                         840243         0    840243
DE*    FCP UNION EUROPE GROWTH                  369016         0    369016
DE*    FCPE AREVA ACTIONS                       200000         0    200000
DE*    FCPE ROUSSELOT DYNAMIQUE                  10500         0     10500
DE*    FREESCALE DYNAMIQUE                        8000         0      8000
DE*    GP 1 VITALITE                             21000         0     21000
DE*    GP 2 CROISSANCE                           19355         0     19355
DE*    GP 3 MATURITE                              8442         0      8442
DE*    HEINEKEN ENTREPRISE DIVERSIFIE            32000         0     32000
DE*    INTERENDEMENT ACTIONS EUROPE              15000         0     15000
DE*    INTERMUT ACTIONS EUROPE                  120000         0    120000
DE*    JANTZI GLOBAL EQUITY FUND                  4550         0      4550
DE*    MABN N2                                   30000         0     30000
DE*    MONSANTO ACTIONS                          23000         0     23000
DE*    RBC CANADIAN MASTER TRUST                364700         0    364700
DE*    RBC O`SHAUGHNESSY INTL EQUITY FUND      1778479         0   1778479
DE*    ROYAL BANK OF CANADA INVESTMENT MN       190000         0    190000
DE*    SCORE SAINT NICOLAS                       24000         0     24000
DE*    VALORACTIONS                              30000         0     30000
DE*    WEST MIDLANDS PASSENGER TRANSPORT          6000         0      6000
469    DE COSMO CAROLINA                             0         0         0
DE*    AGIPI MONDE DURABLE C/O FORTIS            35938         0     35938
DE*    ALASKA ELECTRICAL PENSION PLAN            54362         0     54362
DE*    AMEREN HEALTH AND WELFARE TRUST          134789         0    134789
DE*    AMERICAN AIRLINES INC., MASTER FIX       609090         0    609090
DE*    AMERICAN BEACON INTERNATIONAL EQUI        90082         0     90082
DE*    APOLLINE 6 ACTIONS                       519859         0    519859
DE*    AVENIR ACTIONS DYNAMIQUE                   7465         0      7465
DE*    BAE MASTER PENSION INVESTMENT TRUS       256024         0    256024
DE*    BANK OF NEW YORK                       10720513         0 10720513
DE*    BANNER HEALTH SYSTEM                     257285         0    257285
DE*    BBH & CO FOR THE EUROPEAN EQUITY F       750000         0    750000
DE*    BBH/BRANDES EUROPEAN EQUITIES FD         805400         0    805400
DE*    BILL AND MELINDA GATES FOUNDATION        242410         0    242410
                                   Page 33
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    BLUE CROSS OF CALIFORNIA                 516263         0    516263
DE*    BRADLEY JR. TRUSTS MASTER INVESTME       106089         0    106089
DE*    CACEIS BANK                            31433100         0 31433100
DE*    CATHOLIC HEALTHCARE PARTNERS             151912         0    151912
DE*    CAUSEWAY INTERNATIONAL VALUE FUND       8102107         0   8102107
DE*    CAUSEWAY INTERNATIONAL VALUE GROUP      2342812         0   2342812
DE*    CIBC POOLED EAFE EQUITY FUND             147400         0    147400
DE*    CITY OF NEW YORK GROUP TRUST             249333         0    249333
DE*    COLLIER FAMILY OFFICE INC                 70770         0     70770
DE*    CSA B EQUITY EURO                        211422         0    211422
DE*    CSA B EQUITY SRI EUROPE                      49         0         49
DE*    CSA B EUROPEAN LARGE CAPS                  1551         0      1551
DE*    CSA B PENSION EQ. EMU.L.CAP                1085         0      1085
DE*    CSA L EQ. BEST SELECT EURO                  899         0       899
DE*    CSA L EQUITY EURO                         33385         0     33385
DE*    DANAHER CORPORATION RETIREMENT PLA       108512         0    108512
DE*    DODGE & COX INTERNATIONAL STOCK FU    166500800         0 166500800
DE*    DORSET COUNTY SUPERANNUATION FUND         12898         0     12898
DE*    EL PASO FIREMEN AND POLICEMEN FUND       246515         0    246515
DE*    ELFUN INTERNATIONAL EQUITY FUND          951824         0    951824
DE*    FAMILY ASSURANCE FRIENDLY SOCIETY        188650         0    188650
DE*    FCP ACTIMAAF EUROPE FORTIS INV FR        207652         0    207652
DE*    FCP CGRCE ACTION EUROPE 3                 62818         0     62818
DE*    FCP FIMA EUROPE                          211061         0    211061
DE*    FCP FORTIS ETOILE FCR                     32279         0     32279
DE*    FCP MV4 EURO VALEURS                    1050000         0   1050000
DE*    FCP NEUILLY ACTIONS                       47590         0     47590
DE*    FCP PASTEUR DIVERSIFIE 4                  49832         0     49832
DE*    FCP RENTABILITE MOBILIERE                 16175         0     16175
DE*    FIDUCIARY TRUST COMPANY INTERNATIO       136677         0    136677
DE*    FIM INSTITUTIONAL EQUITY EMU              41058         0     41058
DE*    FIRE & POLICE EMP RET CITY BALTIMO       264963         0    264963
DE*    FOLKSAM LO FOND AB (PUBL)                252449         0    252449
DE*    FOLKSAM OMESESIDIG LIVFORAKRING          402234         0    402234
DE*    FOLKSAM OMESESIDIG SAKFORSAKRING          35454         0     35454
DE*    FORENADE LIV GRUPPOFORSAKRING AB (         9080         0      9080
DE*    FORENINGEN PENSION EQUITY INVEST 1       120906         0    120906
DE*    FORTIS B EQ FINANCE EUROPE                14296         0     14296
DE*    FORTIS INVESTMENT MANAGT FRANCE HA        26850         0     26850
DE*    FORTIS L EQ.FINANCE EUROPE                 7293         0      7293
DE*    FORTIS L FUND EQUITY FINANCE WORLD          420         0       420
                                   Page 34
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FORTIS L FUND EQUITY, BEST SELECT           432         0       432
DE*    FORTIS L. EQ BEST SEL EU.EX                  80         0         80
DE*    FORTUNE BRANDS,INC MASTER PENSION        174727         0    174727
DE*    FUTURE VALUE INC                          91106         0     91106
DE*    G.A.FD B EQ. BLUE CHIPS EUR              162429         0    162429
DE*    G.A.FD B EQ. BROAD EURO P                685047         0    685047
DE*    GOVERNMENT PENSION INVESTMENT FUND      1431597         0   1431597
DE*    GRAND LODGE OF PENNSYLVANIA CONSOL        83237         0     83237
DE*    HIRTLE CALLAGHAN TRUST INTERNATION       444492         0    444492
DE*    HOUSTON POLICE OFFICERS PENS SYSTE       215761         0    215761
DE*    HSBC SECURITIES SERVICES (LUXEMBOU        36224         0     36224
DE*    ILLINOIS TOOL WORKS MASTER TRUST         195471         0    195471
DE*    IMPERIAL INTERNAT.EQUITY POOL            278625         0    278625
DE*    IMPERIAL OVERSEAS EQUITY POOL            180061         0    180061
DE*    JANE BRADLEY UIHLEIN INVESTMENT LL       157247         0    157247
DE*    JOHN&CATHERINE MACARTHUR FOUNDATIO        64961         0     64961
DE*    JP MORGAN CHASE 401 (K) SAVINGS PL       118029         0    118029
DE*    JPMORGAN CHASE BANK NATIONAL ASSOC       117138         0    117138
DE*    JURISTERNE OG OEKONOMERNES DANSK C       399978         0    399978
DE*    KAISER PERMANENTE RETIREMENT PLAN        418684         0    418684
DE*    KBSH PRIVATE EUROPEAN FUND                11000         0     11000
DE*    KPA LIVFORSAKRING AB                      25376         0     25376
DE*    KPA PENSIONFORSAKRING AB                 535426         0    535426
DE*    LOR POOLED INVEST PARTNERSHIP INTE        78786         0     78786
DE*    LOS ANGELES COUNTY EMPLOYEE RET AS        13200         0     13200
DE*    MEMPHIS GAS LIGHT&WATER RETIR.&PEN       133760         0    133760
DE*    MERRILL LYNCH INTERNATIONAL               24814         0     24814
DE*    MERRILL LYNCH PIERCE & FENNER             57426         0     57426
DE*    METROPOLE GESTION AAE MG                    100         0       100
DE*    METROPOLE GESTION METROPOLE EURO            100         0       100
DE*    METROPOLE GESTION METROPOLE FRONTI          100         0       100
DE*    METROPOLE GESTION METROPOLE SELECT          100         0       100
DE*    METROPOLE GESTION VILLIER OPERA             100         0       100
DE*    MN SERVICES                              213953         0    213953
DE*    NORTHWEST AIRLINES INC. DEFINED BE       379213         0    379213
DE*    NORTHWEST AIRLINES MASTER TRUST FO       135042         0    135042
DE*    OHIO POLICE AND FIRE PENSION FUND        805646         0    805646
DE*    ONTARIO TEACHERS PENSION PLAN BOAR      1811522         0   1811522
DE*    ORPHEUS TRUST                             29776         0     29776
DE*    PACIFIC CAPITAL INTERNATIONAL STOC       539362         0    539362
DE*    PENSION FUND ASSOCIATION FOR LOCAL       440035         0    440035
                                   Page 35
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    PENSION FUND SOC OF TORONTO-DOMIN         87023         0     87023
DE*    PGGM (STITCHTING PENSIOENFONDS VOO       935157         0    935157
DE*    PINNACLE STRATEGIC BALANCED FUND           5311         0      5311
DE*    PLEIADES TRUST                            37491         0     37491
DE*    PUBLIC SCHOOL RETIREMENT SYSTEM OF       104012         0    104012
DE*    ROBECO NEDERLAND BV                     4515276         0   4515276
DE*    ROCHWELL COLLINS MASTER TRUST            385933         0    385933
DE*    ROCKWELL AUTOMATION MASTER TRUST         235560         0    235560
DE*    SGBT LUXEMBOURG METROPOLE BO EUROP          100         0       100
DE*    SGBT LUXEMBOURG METROPOLE LARGE CA          100         0       100
DE*    SGBT LUXEMBOURG METROPOLE NEW EURO          100         0       100
DE*    SNS ASSET MANAGEMENT NV                  250000         0    250000
DE*    SNS BANK NV                              993636         0    993636
DE*    SOUTHERN CALIFORNIA LUMBER IND RET         1010         0      1010
DE*    STICHTING PENSIOENFONDS STORK               420         0       420
DE*    STITCHTING BEDRIJFSPENSIOENFONDS V       634901         0    634901
DE*    TD GLOBAL SUSTAINABILITY FUND             20000         0     20000
DE*    TEACHERS RETIREMENT SYSTEM OF OKLA       669687         0    669687
DE*    TEKTRONIX MASTER RETIREMENT TRUST         71605         0     71605
DE*    THE LABOR SELECT INTERNATIONAL EQ       3045750         0   3045750
DE*    THE MEDICAL CENTRE INSURANCE CO           44451         0     44451
DE*    THE RETIREMENT PLAN OF JP MORGAN C       359918         0    359918
DE*    TI PENSION SCHEME                        174700         0    174700
DE*    TIIA-CREF INSTITUTIONAL MUTUAL FUN        77759         0     77759
DE*    TUCSON SUPPLEMENTAL RET SYSTEM            93476         0     93476
DE*    TXU CORP RETIREMENT PLAN MASTER TR       250899         0    250899
DE*    VIA RAIL CANADA INC - MGIS               268600         0    268600
DE*    VIRGINIA G.PIPER CHARITABLE TRUST         92824         0     92824
DE*    WICHITA RETIREMENT SYSTEMS               289500         0    289500
DE*    WISDOMTREE INTERNATIONAL DIVIDEND         44784         0     44784
474    VALENTINI FILIPPO                          5600      5600         0
475    ANTONELLI SIMONA                              0         0         0
DE*    ABN AMRO EQUITY UMBRELLA FUND N.V.      5118097         0   5118097
DE*    ABN AMRO FUNDS                          2840327         0   2840327
DE*    ABU DHABI RETIREMENT PENSIONS FUND       244058         0    244058
DE*    ACTIONS SELECTIONNEES SICAV               18261         0     18261
DE*    AIM CRISTAL FCP                           89891         0     89891
DE*    AJ TRUSTS PARTNERSHIP                     47326         0     47326
DE*    ANTIN OPPORTUNITES                       118301         0    118301
DE*    ANTIN PRUDENT                             52780         0     52780
DE*    ANTIN REVENUS DIVERSIFIES                 37659         0     37659
                                   Page 36
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    ARTEMIS INTERNATIONAL SICAV               113300         0    113300
DE*    AWD LLC                                    18353         0     18353
DE*    AXA ASSICURAZIONI SPA                     968891         0    968891
DE*    AXA ASSURANCE IARD MUTUELLE               191000         0    191000
DE*    AXA EUROPE OPPORTUNITE SICAV              316115         0    316115
DE*    AXA FRANCE VIE                            450000         0    450000
DE*    AXA IM COUPOLE                            639055         0    639055
DE*    BALANCING POOL                             65297         0     65297
DE*    BBH LUX - FIDELITY FUNDS - EUROP          912315         0    912315
DE*    BBH LUX FOR-FIDELITY FD-ITALY            1139753         0   1139753
DE*    BBH LUX FOR-FIDELITY-EURO STO50           973461         0    973461
DE*    BBH LUX-FIDELITY FD EUR BLU CHIP         4994900         0   4994900
DE*    BBH LUX-FIDELITY FUNDS - EUROP           8277700         0   8277700
DE*    BEAVER MEDICAL SERVICES FUND     SE        16200         0     16200
DE*    BNP ACTION MONDE                          395400         0    395400
DE*    BNP EPARGNE RETRAITE                      332620         0    332620
DE*    BNP PARIBAS INDICE EURO                   894957         0    894957
DE*    BNP PARIBAS R2                            117880         0    117880
DE*    BNP PARIBAS RETR 2                         95399         0     95399
DE*    BNP PARIBAS RETR2                          72873         0     72873
DE*    BNP PARIBAS RETRAITE                      842844         0    842844
DE*    BNP PARIBAS RETRAITE 100                  861368         0    861368
DE*    BNP PARIBAS RETRAITE 2010-2012             38090         0     38090
DE*    BNP PARIBAS RETRAITE 2013-2015             66201         0     66201
DE*    BNP PARIBAS RETRAITE 25                     7981         0      7981
DE*    BRANDYWINE ASSET MANAGEMENT               188500         0    188500
DE*    CABLE & WIRELESS PENSION TRUSTEE L         53981         0     53981
DE*    CALIFORNIA PHYSICIAN`S SERVICE            314001         0    314001
DE*    CANADA TRUST INTL EQUITY COMMON FD         91200         0     91200
DE*    CATERPILLAR GROUP INSURANCE TRUST         214700         0    214700
DE*    CATERPILLAR INC INVEST TRUST              244515         0    244515
DE*    CATERPILLAR INC MASTER RET TRUST         1211700         0   1211700
DE*    CATERPILLAR PENSION PLAN                  430900         0    430900
DE*    CCH IEMF LTD MONDRIAN INV PARTNE          204976         0    204976
DE*    CENTERPOINT ENERGY MASTER RETIR TS        157550         0    157550
DE*    CIBC INTL EQUITY FUND L.P                 140468         0    140468
DE*    CLAY FINLAY DELAWARE BUSINESS T.II         21000         0     21000
DE*    CLAY FINLAY INTERNATIONAL DELAWARE         73700         0     73700
DE*    DANA CORPORATION PENSIONS PLANS TR        361783         0    361783
DE*    DELAWARE INTERNATIONAL EQUITY FUND       6969591         0   6969591
DE*    DELAWARE PUBLIC EMPLOYEES` RETIREM        973700         0    973700
                                   Page 37
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    ECUREUIL MONDE                           290647         0    290647
DE*    ELIXIME RENDEMENT EUROPE                  40000         0     40000
DE*    EMERALD GLOBAL EQUITY POOLED FD TR        45602         0     45602
DE*    EMERALD INTL EQUITY INDEX FUND            31485         0     31485
DE*    ETHIQUE SOLIDARITE-FCPE SOLIDAIRE          7153         0      7153
DE*    FCP AGF CREACTIONS 1                     126028         0    126028
DE*    FCP AIR FRANCE                           118481         0    118481
DE*    FCP AIR FRANCE IFC2                      138749         0    138749
DE*    FCP ANTIN EUROPE DIVIDENDE              1582425         0   1582425
DE*    FCP AXA EURO VAL.RESP.                   323178         0    323178
DE*    FCP AXA EUROPE DU SUD                   1084773         0   1084773
DE*    FCP AXA-IM ALLOCATION ACTIONS             64204         0     64204
DE*    FCP BELSIZE                               48240         0     48240
DE*    FCP BNP ACTION EUROPE                    253375         0    253375
DE*    FCP BNP ACTIONS PEA EURO                6182125         0   6182125
DE*    FCP BNP ETHEIS                           656267         0    656267
DE*    FCP BORGHESE FINAN                        30000         0     30000
DE*    FCP CMN NORD EUROPE CROISSANCE             8960         0      8960
DE*    FCP COLISEE CIME                          13638         0     13638
DE*    FCP COLISEE IFC 1                        685000         0    685000
DE*    FCP COLISEE PAUHESY                      165626         0    165626
DE*    FCP COLISEE RETRAITE A                    21720         0     21720
DE*    FCP COLLEGIALE SAINT PIERRE               40000         0     40000
DE*    FCP EASY ETF DJ EU                       450964         0    450964
DE*    FCP EASYETF EURO S                      3354321         0   3354321
DE*    FCP ELIXIME ACTIONS EURO                 250000         0    250000
DE*    FCP ETHIS VALEURS                         81500         0     81500
DE*    FCP ETHIS VITALITE                        26900         0     26900
DE*    FCP EUROCAP 50                           201445         0    201445
DE*    FCP GIALLO                               100000         0    100000
DE*    FCP GUENEGAUD REVENUS                     50000         0     50000
DE*    FCP MISTRAL                               88230         0     88230
DE*    FCP MULTIPAR SOLIDAIRE                    13163         0     13163
DE*    FCP NATIO FDS ATHENES                   3576533         0   3576533
DE*    FCP NATIO FDS BLAVET                     599758         0    599758
DE*    FCP NATIO FDS CPTS                        15000         0     15000
DE*    FCP NATIO FDS FLEUR                      192337         0    192337
DE*    FCP NATIO FDS FLEUR DY                   298198         0    298198
DE*    FCP NATIO FDS FLEUR EQ                    35558         0     35558
DE*    FCP NATIO FONDS JOFFRE                    12000         0     12000
DE*    FCP NF GALILEE                           218776         0    218776
                                   Page 38
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FCP OBJECTIF PLUS                         20000         0     20000
DE*    FCP PARIBAS ORLEANS                       15000         0     15000
DE*    FCP PARJET DYNAMIQUE                      20000         0     20000
DE*    FCP PRADO                                 60900         0     60900
DE*    FCP PRADO ACTION                         854000         0    854000
DE*    FCP SELINGA INVEST.                       22000         0     22000
DE*    FCP UAPCOMPT EUROPE                      294500         0    294500
DE*    FCPE BMS ACTIONS                          58290         0     58290
DE*    FCPE DIVERSIMONDE                        237086         0    237086
DE*    FCPE EQUILIB SOLIDARITE                   67800         0     67800
DE*    FCPE EXPAN SOLIDARITE                     45300         0     45300
DE*    FCPE FDS DIVERSIF.TEL 1                   26029         0     26029
DE*    FCPE GPE FORD FR.BNP DIV ND               63752         0     63752
DE*    FCPE HORIZON SOLID.AUDAC                   8583         0      8583
DE*    FCPE HORIZON SOLID.CROIS                   5000         0      5000
DE*    FCPE KONE INVESTISSEMENT                  70965         0     70965
DE*    FCPE MASTERFOODS                         126220         0    126220
DE*    FCPE MULTIPAR ACTIONS                    183151         0    183151
DE*    FCPE SAUR EPARGNE                         45892         0     45892
DE*    FCPE TOTAL 5000                          500000         0    500000
DE*    FDF FRANCE B BNPPAM                       92895         0     92895
DE*    FORD OF CANADA MASTER TRUST FUND         211331         0    211331
DE*    FORD UAW HOLDINGS LLC SSGA               702240         0    702240
DE*    FORTRESS INTERNATIONAL EQUITY PART        46266         0     46266
DE*    FRIENDS FIDUCIARY CORPORATION             55830         0     55830
DE*    GARD COMMON CONTRACTUAL FUND             380572         0    380572
DE*    GLAXOSMITHKLINE MASTER RETIREMENT        454710         0    454710
DE*    HARRY & JEANETTE WEINBERG FOUNDATI        56934         0     56934
DE*    HENRY J KAISER FAMILY FOUNDATION          18423         0     18423
DE*    HONG KONG SPECIAL ADMIN EXCHANGE F      1889986         0   1889986
DE*    IDAHO PUBLIC EMPLOYEE RET SYSTEM         801990         0    801990
DE*    INTERMOUNTAIN HEALTH CARE PENS. PL       206400         0    206400
DE*    INTERMOUNTAIN HEATLHCARE RET WELF         27900         0     27900
DE*    INTL TRANSPORT CORP RETIREE HEALTH        82096         0     82096
DE*    INTL TRUCK ENGINE CORP RETIREMENT        199645         0    199645
DE*    JAPAN TRUSTEE SERVICES BANK INV FD      5402700         0   5402700
DE*    JOYCE FOUNDATION                          35470         0     35470
DE*    LABEL EUROPE ACTIONS FCP                  90665         0     90665
DE*    LOCKHEED MARTIN CORP MASTER RETIRE       488589         0    488589
DE*    MEADWESTACO CORP MASTER RETIREMENT       221313         0    221313
DE*    MIZUHO TRUST BKG-LUX                      40381         0     40381
                                   Page 39
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    MONDRIAN GLOBAL EQUITY FUND L.P.          15956         0     15956
DE*    MONDRIAN WORLD EX-US EQUITY FUND L       578711         0    578711
DE*    MONT JOIE INVESTISSEMENTS                 37549         0     37549
DE*    NATIONAL PENSIONS RESERVE FUND COM        25070         0     25070
DE*    NATIONAL PENSIONS RESERVE FUND COM       179810         0    179810
DE*    NATIONWIDE LIFE INSURANCE COMPANY         47270         0     47270
DE*    NAV CANADA PENSION PLAN                  535786         0    535786
DE*    NORTHWESTERN UNIVERSITY                   77600         0     77600
DE*    OLD MUTUAL (US) HOLDINGS                   8300         0      8300
DE*    ONTARIO PENSION BOARD                    666616         0    666616
DE*    ONTARIO POWER GENERTION PENS FUND          9434         0      9434
DE*    OPTIMUM INTERNATIONAL FUND                 8024         0      8024
DE*    ORTALGOS INVESTISSEMENT                   25000         0     25000
DE*    PARIBAS CROISSANCE                       169893         0    169893
DE*    PARICLUB IFC DIVERSIFIE                  182637         0    182637
DE*    PARVEST                                17490949         0 17490949
DE*    PARVEST WORLD                            188100         0    188100
DE*    PATRIMOINE PARTENAIRE                     51615         0     51615
DE*    PECO ENERGY CO.SERVICE ANNUITY PLA        25797         0     25797
DE*    PENNSYLV.POWER & LIGHT RETIREM PLA       473442         0    473442
DE*    PG&E POSTRETIR PT & NN BARGAINING         22403         0     22403
DE*    PROMEDICA HEALTH SYSTEM                   55378         0     55378
DE*    PROVIDENCE HEALTH SYSTEM                 414400         0    414400
DE*    PSEG NUCLEAR LLC                          80129         0     80129
DE*    PUBLIC EMPLOYEE RET.SYSTEM OF IDAH      1237347         0   1237347
DE*    R.K. MELLON INTERNATIONAL FUND           109307         0    109307
DE*    RAYTHEON COMP MASTER PENSION TRUST         9669         0      9669
DE*    REFORM PENSION ROAD                       20074         0     20074
DE*    SAINT CHRISTOPHE PREVOYANCE               61000         0     61000
DE*    SAN DIEGO COUNTY EMPL RETIREMENT A       891760         0    891760
DE*    SAN DIEGO GAS & ELECTRIC CO NUCLEA        44535         0     44535
DE*    SANTA BARBARA COUNTY EMPLOYEES RET       143100         0    143100
DE*    SEMPRA ENERGY PENSION MASTER TRUST       239303         0    239303
DE*    SICAV AXA EUROPE ACTIONS                1813000         0   1813000
DE*    SICAV AXA VALEURS EURO                  9100000         0   9100000
DE*    SIERRA PACIFIC RESOURCES RET.PLAN        138500         0    138500
DE*    SOUTHERN CAL. EDISON RETIREMENT PL       361736         0    361736
DE*    SOUTHERN CALIFORNIA EDISON RET PLA       144415         0    144415
DE*    STATE OF WISCONSIN INVESTMENT BOAR      1088309         0   1088309
DE*    STICHTING PENSIOENFONDS AKZO NOBEL       150000         0    150000
DE*    SYRACUSE UNIVERSITY                         800         0       800
                                   Page 40
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 18.53.42

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Presentation of financial statement at 31/12/2007


                                    IN FAVOUR
       Surname/Name                        Total Votes In person By Proxy
   __________________________________________________________________________
DE*     TD EUROPEAN GROWTH FUND                  189200         0    189200
DE*     TD INTERNATIONAL INDEX FUND               20384         0     20384
DE*     THE NORBORD POOLED FUND TRUST FUND        90698         0     90698
DE*     THE PHILIPPE FUND INTERNATIONAL EQ        85153         0     85153
DE*     THE TIMKEN CO. COLLECTIVE INVEST.        144350         0    144350
DE*     THYSSENKRUPP BUDD COMPANY MASTER T        44700         0     44700
DE*     TREASURER OF STATE OF N.C.EQ INV F       642500         0    642500
DE*     TREDJE AP-FONDEN                        2112890         0   2112890
DE*     TT INTL INVESTMENT TRUST                1321157         0   1321157
DE*     TXSHO SASKATCHEWAN HEALTHCARE EMPL         5111         0      5111
DE*     UBS AG - OMNIBUS NON RESIDENT            146727         0    146727
DE*     UFCW UNIONS & FOOD EMPLOYERS PLAN         22752         0     22752
DE*     UNION PACIFIC CORP.MASTER RET.TRUS       121570         0    121570
DE*     UNIVERSITY OF ILLINOIS                   121876         0    121876
DE*     UPMC HEALTH SYSTEM BASIC RETIR PLA        83354         0     83354
DE*     US DEPARTMENT ENERGY OAK RIDGE           100800         0    100800
478     REDONSKE JOHANNES                             0         0         0
DE*     DKV DEUTSCHE KRANKENVERSICHERUNG A     10052160         0 10052160
DE*     EUROPÄISCHE REISEVERSICHERUNG AKTI        73665         0     73665
DE*     HAMBURG-MANNHEIMER SACHVERSICHERUN       404609         0    404609
DE*     HAMBURG-MANNHEIMER VERSICHERUNGS-A    146178012         0 146178012
DE*     MEAG MUNICH ERGO KAPITALANLAGEGESE      2198443         0   2198443
DE*     MÜNCHENER RÜCKVERSICHERUNGS- GESEL    180808880         0 180808880
DE*     VICTORIA LEBENSVERSICHERUNG-AKTIEN     13446162         0 13446162
DE*     VICTORIA VERSICHERUNG AG                4350690         0   4350690
72      VALLE MARCO ANTONELLO                         0         0         0
DE*     ALLIANZ GLOBAL INVESTORS ITALIA SG      7000000         0   7000000
89      CASSARO RENATO                              100       100         0
   --------------------------------------------------------------------------
Total vote               5.096.141.295
Percentage of voters% 98,760410
Percentage of Capital% 38,189185




                                             Page 41
08/05/2008 19.08.42   19 SupervRea (IvDer)
UniCredit S.p.A.                                                           8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)



                                            RESULTS OF VOTING


 SubJet :       Allocation of the net profit of the year



      75 (*) persons entitled to vote took part in the voting, representing

 5.159.989.675 ordinary shares, equating to 38,667649 %                     of ordinary

 share capital of which 787.978.782 shares were represented in person and

 4.372.010.893 by proxy.

 5.159.989.675 ordinary shares were admitted to voting, corresponding to

 100,000000 % of the shares represented at the meeting.

 The counting of votes produced the following results:
                                            % of share capital present and entitled
                                                            to vote %ordinary capital
IN FAVOUR         N.      5.151.731.290          votes equating to    99,839953%        38,605762%

AGAINST           N.             202             votes equating to     0,000004%         0,000002%
                  ——————————————————
Sub-total              5.151.731.492            votes equating to     99,839957%        38,605764%

ABSTENTIONS N.                        8.931      votes equating to     0,000173%         0,000067%

NOT VOTING        N.       8.249.252             votes equating to     0,159870%         0,061818%
                  ——————————————————
Sub-total                  8.258.183            votes equating to      0,160043%         0,061885%

                  ——————————————————

Total                     5.159.989.675          votes equating to   100,000000%        38,667649%




(*)NOTE:
There were -14 more people in attendance entitled to vote relative to the
previous count, representing an addintional -0,000868 % of ordinary share
capital.
                                   Page 1
08/05/2008 19.08.55   20 SupervRea (IComX) Shares:1560
HeadCount: 75
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                   AGAINST
      Surname/Name                       Total Votes In person By Proxy
  __________________________________________________________________________
210    MARBOT MICHEL                                2         0         2
222    ANGELETTI FRANCO                           200       100       100
  --------------------------------------------------------------------------
Total vote              202
Percentage of voters% 0,000004
Percentage of Capital% 0,000002




                                             Page 1
08/05/2008 19.08.57   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  ABSTENTIONS
       Surname/Name                       Total Votes In person By Proxy
   __________________________________________________________________________
161     ARENA MAURIZIO                               5         5          0
388     CASSARA` AGOSTINO                         8126      1321      6805
409     PROCOPIO GIANCARLO                           5         5          0
423     CARELLI MARIA ROSARIA                       11         0         11
94      MANETTI PIERPAOLO                          784       784          0
   --------------------------------------------------------------------------
Total vote              8.931
Percentage of voters% 0,000173
Percentage of Capital% 0,000067




                                             Page 2
08/05/2008 19.08.58   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  NOT VOTING
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
204    BORLENGHI LUCIANO                            10        10         0
250    BERTOLDO CARLO                            11000      9000      2000
274    RODINO` DEMETRIO                             61        61         0
287    CIANI PASQUALE                             2447         0      2447
292    DI LUCCHIO GIANPAOLO CRISTIAN              3370      3370         0
304    LA VERDE LUCIO                             3000      3000         0
313    MENCARELLI LUCIANO                         1402      1402         0
370    DOBRILLA RICCARDO                             1         1         0
377    RICCI ANDREA                               4200         0      4200
378    TRIMARCHI VINCENZO                         8720      8720         0
392    CASTELLANI MARIA PIA                          5         5         0
400    VALENTE FRANCO                              181       181         0
402    ANNALORO PIETRO                            1000      1000         0
410    ROSANIA TIZIANA                             132         0       132
414    CANTONETTI NEVIO                           6540         0      6540
417    ROSANIA ELMAN                             79031         0     79031
426    PAPA FRANCESCANTONIO                      25910         0     25910
436    CARDARELLI ANGELO                             0         0         0
**D    HSBC SECURITIES SERVICES (LUXEMBOU        72448         0     72448
**D    CACEIS BANK                             1512946         0   1512946
**D    KAS DEPOSITARY TRUST COMPANY            5406002         0   5406002
**D    PICTET & CIE BANQUIERS                    14790         0     14790
**D    FONDS DE RESERVE POUR LES RETRAITE      1089886         0   1089886
486    POTENZA DONATO                             6170      6170         0
  --------------------------------------------------------------------------
Total vote              8.249.252
Percentage of voters% 0,159870
Percentage of Capital% 0,061818




                                             Page 4
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
100    DI SANTO DAVIDE                               0         0         0
DE*    A.A. - BNP PAM -ISR                      116286         0    116286
DE*    AA SARASIN ISR                            80000         0     80000
DE*    ACCIDENT COMPENSATION CORPORATION        189576         0    189576
DE*    ADVANTAGE FUNDS,INC-DREYFUS PREMIE       561700         0    561700
DE*    AFFINITY HEALTH SYSTEM                     9190         0      9190
DE*    AGIRC F 1                                112000         0    112000
DE*    ALABAMA PREPAID AFFORDABLE COLLEGE       118700         0    118700
DE*    ALASKA PERMANENT FUND CORP.             1551916         0   1551916
DE*    AMALGAMATED BANK                           4093         0      4093
DE*    ASSETMARK INTERNATIONAL EQUITY FUN       950800         0    950800
DE*    ASTRAZENECA PENSIONS TRUSTEE LIMIT       201110         0    201110
DE*    AVA EUROPE 4                             271700         0    271700
DE*    AXA BELGIUM S.A.                         847670         0    847670
DE*    AXA DAEVA                                 68990         0     68990
DE*    AXA EQUITY K                              11200         0     11200
DE*    AXA EQUITY L                               9000         0      9000
DE*    AXA EQUITY S                              67200         0     67200
DE*    AXA LEBENSVERSICHERUNG AG               1117000         0   1117000
DE*    AXA VERSICHERUNG AG                     1117000         0   1117000
DE*    BAKER HUGHES INC MASTER TRUST            113858         0    113858
DE*    BANK OF NEW YORK                          37854         0     37854
DE*    BARCLAYS GLOBAL INVESTORS PENSIONS      5268676         0   5268676
DE*    BARCLAYS LIFE ASSURANCE COMPANY LT      1532121         0   1532121
DE*    BELEGGINGSFONDS BELCENA                   27813         0     27813
DE*    BGI INDEX SELECTION FUND                  79317         0     79317
DE*    BLUE CROSS & SHIELD ASS RET BEN TS        47500         0     47500
DE*    BNZ INVESTMENT MANAGEMENT LTD AS T        72958         0     72958
DE*    BUENA VISTA UNIVERSITY                    49441         0     49441
DE*    CACEIS BANK                            11384192         0 11384192
DE*    CITY OF NEW YORK GROUP TRUST             805114         0    805114
DE*    CITY OF REGINA CIVIC SUPER BENEFIT       352761         0    352761
DE*    CITY OF REGINA POLICE PENSION PLAN        75470         0     75470
DE*    COLD SPRING HARBOR LABORATORY             19900         0     19900
DE*    COLUMBIA/HCA HEALTHCARE CORPORATIO       375584         0    375584
DE*    CUMMINS ENGINE CO & AFFILIATES COL        73950         0     73950
DE*    DAILY M&G TRUST SENIOR EXECUTIVES         96167         0     96167
DE*    DESERET MUTUAL MASTER RETIREMENT P       360100         0    360100
DE*    DETROIT MEDICAL CENTER                   134406         0    134406
DE*    DMC INSURANCE CO LTD                      14352         0     14352
DE*    DREYFUS VARIABILE INV FUND-INTL VA       192240         0    192240
                                    Page 5
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    EAFE INTL INDEX PORTF SUMMIT MUTUA        79288         0     79288
DE*    EMPLOYEES` RETIREMENT SYSTEM OF TH       453000         0    453000
DE*    ENVIRONMENT AGENCY ACTIVE FUND            61196         0     61196
DE*    ERZBISTUM PADERBORN                       50960         0     50960
DE*    FIDELITY INSTITUTIONAL PANEUROPEAN      1633663         0   1633663
DE*    FIDELITY INVESTMENT FUND EUROPEAN       2880250         0   2880250
DE*    FIDELITY MANAGED INTERNATIONAL FUN       871050         0    871050
DE*    FIDELITY MONEYBUILDER GROWTH FUND        690950         0    690950
DE*    FONDOR                                     3058         0      3058
DE*    FORD FOUNDATION                         1444370         0   1444370
DE*    FRANKLIN TEMPLETON GROWTH FUND          1194632         0   1194632
DE*    FRANKLIN TEMPLETON INTERNATIONAL T       698000         0    698000
DE*    FRANKLIN TEMPLETON INVESTIMENT FUN        25433         0     25433
DE*    FRANKLIN TEMPLETON INVESTMENT FUND     24674514         0 24674514
DE*    FRANKLIN TEMPLETON TAX CLASS CORP.       113730         0    113730
DE*    FRANKLIN TEMPLETON VARIABLE INSURA      6063647         0   6063647
DE*    FRONTEGRA FUNDS INC-FRONTEGRA NEW        749199         0    749199
DE*    GAMLA LIVFORSAKRINGS AB SEB TRYGG        419744         0    419744
DE*    GE ASSET MANAGEMENT COMMON CONTRA       1039642         0   1039642
DE*    GE ASSET MANAGEMENT COMMON CONTRAC       479844         0    479844
DE*    GMO FUNDS PLC                              1362         0      1362
DE*    GOLDMAN SACHS GMS INTERNATIONAL EQ       969100         0    969100
DE*    H R K INVESTMENT L.L.P.                   50294         0     50294
DE*    H.E.S.T. AUSTRALIA LIMITED               356677         0    356677
DE*    INDEPENDENCE 2010 EXCHANGE TRADE F         2597         0      2597
DE*    INDEPENDENCE 2020 EXCHANGE TRADED          8571         0      8571
DE*    INDEPENDENCE 2030 EXCHANGE TRADED          7110         0      7110
DE*    INDEPENDENCE 2040 EXCHANGE TRADED         10844         0     10844
DE*    INDEPENDENCE IN-TARGET EXCHANGE TR          428         0       428
DE*    ING INTERNATIONAL CAPITAL APPRECIA       331809         0    331809
DE*    ING RENDEMENT EUROPE                     658000         0    658000
DE*    ING TEMPLETON FOREIGN EQUITY PORTF       589891         0    589891
DE*    INTECH INTERNATIONAL SHARES HIGH H        66851         0     66851
DE*    INTERNATIONAL EQUITY FUND                 80317         0     80317
DE*    ITT SALARIED INVESTMENT AND SAVING         4900         0      4900
DE*    JOHN LEWIS PARTNERSHIP PENSIONS TR       480345         0    480345
DE*    JPMORGAN CHASE BANK                       32113         0     32113
DE*    KAS DEPOSITARY TRUST COMPANY            8728079         0   8728079
DE*    KUWAIT FUND FOR ARAB ECONOMIC DEVE       180000         0    180000
DE*    LA-Z-BOY INC MASTER RETIRE SAVING         20556         0     20556
DE*    LES ASSURES REUNIS S.A.                    8000         0      8000
                                    Page 6
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    LKCM INTERNATIONAL FUND                  311793         0    311793
DE*    MARKS AND SPENCER WORLDWIDE MANAGE       122716         0    122716
DE*    MENNONITE EDUCATION AGENCY INC            46000         0     46000
DE*    MERCANTILE SAFE DEPOSIT TR.GLOBAL          5120         0      5120
DE*    MERCHANT INVESTORS ASSURANCE COMPA       216462         0    216462
DE*    MINISTRY OF DEFENCE PENSION FUND         116900         0    116900
DE*    MISSOURI LOCAL GOV.EMPL.RETIR.SYST       395409         0    395409
DE*    MMA PRAXIS INTERNATIONAL FUNDS           192164         0    192164
DE*    MONDRIAN WORLD EX-US EQUITY FUND L       156559         0    156559
DE*    MONSANTO COMPANY MASTER TRUST             94094         0     94094
DE*    MONSANTO PENSION PLAN                    101732         0    101732
DE*    MONTGOMERY COUNTY EMPLOYEES` RETIR       166800         0    166800
DE*    MTB INTERNATIONAL EQUITY FUND             33898         0     33898
DE*    NATIONALNOMINEES LTD SUB A/C AA/AA       126000         0    126000
DE*    NATIONWIDE MUTUAL INSURANCE COMPAN        11838         0     11838
DE*    NEW STAR EUROPEAN LEADERS FUND NEW        71800         0     71800
DE*    NIKKO MELLON GLOBAL MARKET FUND ME        21050         0     21050
DE*    NIKKO MELLON GLOBAL TRI-ASSET FUND       240140         0    240140
DE*    NON US EQUITY MANAGERS PORTFOLIO 5       515792         0    515792
DE*    NORTERN MARIANA ISLAND REITIREMENT       101747         0    101747
DE*    NORTH DAKOTA STATE INVESTMENT BOAR       256685         0    256685
DE*    NORWICH UNION MANAGER OF MANAGER I       204576         0    204576
DE*    OLD MUTUAL INTERNATIONAL EQUITY FU       172700         0    172700
DE*    OM ANALYTIC GLOBAL DEFENSIVE EQUIT         4847         0      4847
DE*    PEPCO HOLDINGS RETIREMENT PLAN TRU        87420         0     87420
DE*    PERSONALVORSO DER PFIZER AG               23724         0     23724
DE*    PICTET NON-US EQUITY                     786716         0    786716
DE*    POWERSHARES FTSE RAFI DEVELOPED MA        40855         0     40855
DE*    POWERSHARES GLOBALFUNDS IRELAND PU       151216         0    151216
DE*    PS DYNAMIC QSG DEVELOP INT OPP POR        41131         0     41131
DE*    PS DYNAMIC QSG EUROPE PORTFOLIO            5226         0      5226
DE*    PS FTSE RAFI EUROPE PORTFOLIO              7009         0      7009
DE*    PUBLIC SECTOR SUPERANNUATION SCHEM       214260         0    214260
DE*    PUBLIX SUPER MARKETS,INC                  27600         0     27600
DE*    R C ARCHDIOCESE OF INDIANAPOLIS           77229         0     77229
DE*    ROCKEFELLER CO. INC                      508726         0    508726
DE*    SANDIA CORPORATION PENSIONS PLANS        362150         0    362150
DE*    SANLAM UNIVERSAL FUNDS PUBLIC LTD        628400         0    628400
DE*    SARASIN ACTIONS EURO ISR                  95000         0     95000
DE*    SARASIN EUROPE EXPANSION DURABLE S       150000         0    150000
DE*    SAS TRUSTEE CORPORATION                  746266         0    746266
                                    Page 7
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SEWARD PROSSER MELLON                     43585         0     43585
DE*    SIERRA/TEMPLETON INTERNATIONAL EQU       148574         0    148574
DE*    STATE UNIVERSITIES RETIREMENT SYST       533439         0    533439
DE*    STATE UNIVERSITY OF NEW YORK             120775         0    120775
DE*    STICHTING PENSIOENFONDS CAMPINA          163510         0    163510
DE*    TEMPLETON EUROPEAN FUND                   32260         0     32260
DE*    TEMPLETON EXEMPT TRUST                    44040         0     44040
DE*    TEMPLETON FOREIGN EQUITY SERIES         9667066         0   9667066
DE*    TEMPLETON FOREIGN FUND                 32208027         0 32208027
DE*    TEMPLETON FOREIGN SECURITIES FUND       8344507         0   8344507
DE*    TEMPLETON GLOBAL BALANCED FUND            52536         0     52536
DE*    TEMPLETON GLOBAL GROWTH FUND             257517         0    257517
DE*    TEMPLETON GLOBAL GROWTH FUND LTD         382421         0    382421
DE*    TEMPLETON GLOBAL INCOME FUND             238519         0    238519
DE*    TEMPLETON GLOBAL INCOME FUND II LT        13404         0     13404
DE*    TEMPLETON GLOBAL INVESTMENT TRUST       1885281         0   1885281
DE*    TEMPLETON GLOBAL OPPORTUNITIES TRU      1545960         0   1545960
DE*    TEMPLETON GLOBAL STOCK TRUST             230968         0    230968
DE*    TEMPLETON GROWTH FUND II LIMITED          75000         0     75000
DE*    TEMPLETON GROWTH FUND INC              65000000         0 65000000
DE*    TEMPLETON GROWTH FUND, LTD              7440800         0   7440800
DE*    TEMPLETON INSTITUTIONAL FUNDS GLOB        71505         0     71505
DE*    TEMPLETON INTERNATIONAL FOREIGN FU      1068053         0   1068053
DE*    TEMPLETON INTERNATIONAL STOCK FUND      4371494         0   4371494
DE*    TEMPLETON INTERNATIONAL STOCK TRUS       524012         0    524012
DE*    TEMPLETON MANAGEMENT LTD AS MANAGE      1100095         0   1100095
DE*    TEMPLETON MANAGEMENT LTD AS MANAGE       836981         0    836981
DE*    TEMPLETON MASTER TRUST SERIES 1          469384         0    469384
DE*    TEMPLETON MASTER TRUST SERIES 2          146576         0    146576
DE*    TEMPLETON MASTER TRUST SERIES 6           29605         0     29605
DE*    TESCO PLC                               1116009         0   1116009
DE*    THE CHANCELLOR,MASTERS AND SCHOLAR       330816         0    330816
DE*    THE DUN AND BRADTSTREET CORPORATIO       112583         0    112583
DE*    THE FRIST FOUNDATION                      35520         0     35520
DE*    THE HENRY SMITH CHARITY                   99077         0     99077
DE*    THE INDEPENDENT ORDER OF FORESTERS       247193         0    247193
DE*    THE NEW YORK TIMES CO. PENSION TRU       136436         0    136436
DE*    THE PEARSON GROUP PENSION PLAN           148946         0    148946
DE*    THE PUBLIC TRUSTEE AS TRUSTEE FOR        191012         0    191012
DE*    THE ROYAL BANK OF SCOTLAND PLC AS        251400         0    251400
DE*    TRANSIT MANAGEM OF SOUTHEAST LOUIS        18119         0     18119
                                    Page 8
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    TRUST AND CUSTODY SERVICES LIMITED       917433         0    917433
DE*    UFCW CA 100 JT PEN HANSBERGER GEA        179419         0    179419
DE*    UFCW LOCAL 56 RETAIL MEAT PENSION         51878         0     51878
DE*    UNIVERSITY OF PUERTO RICO RETIREME       120000         0    120000
DE*    US BANK/PORTFOLIO 21/19-7002             370000         0    370000
DE*    US DEPARTMENT ENERGY OAK RIDGE           234482         0    234482
DE*    WELLS FARGO BANK N.A.                     39600         0     39600
DE*    WESTERN PENNSYLVANIA TEAMSTERS AND       273438         0    273438
DE*    WINTERTHUR EUROPE ASSURANCES              80000         0     80000
DE*    WISDOMTREE DIEFA                         406220         0    406220
DE*    WISDOMTREE DIEFA HIGH YIELDING EQU       439600         0    439600
DE*    WISDOMTREE EUROPE HIGH-YIELDING EQ        97312         0     97312
DE*    WISDOMTREE EUROPE TOTAL DIVIDEND F        53996         0     53996
DE*    WISDOMTREE INTERNATIONAL FINANCIAL        66433         0     66433
DE*    WISDOMTREE INTERNATIONAL LARGECAP        204207         0    204207
107    PIACENTINI PAOLA                              0         0         0
DE*    FRANCO TOSI SRL                         7231104         0   7231104
DE*    ITALMOBILIARE SPA                      20000000         0 20000000
DE*    ITALMOBILIARE SPA                      56060269         0 56060269
123    CAPONI EUGENIO                                0         0         0
DE*    CASSA DI RISPARMIO DI TRIESTE - FO     43244792         0 43244792
DE*    FONDAZIONE CASSA DI RISPARMIO DI V    644382453         0 644382453
148    GARDINA ALMA PIA                         103118    103118         0
149    CANDELA CIRO                              22149     22149         0
150    BRUGOLA CESARE                                0         0         0
DE*    AVIVA INSURANCE LTD                     1847500         0   1847500
DE*    AVIVA INTERNATIONAL INSURANCE LTD      93414164         0 93414164
RL*    AVIVA LIFE SPA                           255901    255901         0
DE*    NORWICH UNION OVERSEAS HOLDING LIM     42540280         0 42540280
164    BELLUZZI GIOVANNI                             0         0         0
RL*    CARIMONTE HOLDING SPA                 447117993 447117993         0
DE*    FONDAZIONE MONTE DI BOLOGNA E RAVE       199500         0    199500
167    ESTRAFALLACES OLIMPIA MARIA                 280         0       280
201    CURTI PIERLUIGI                               0         0         0
DE*    FONDAZIONE ROMA                       157770443         0 157770443
208    BOCCARDO SILVIO                               0         0         0
DE*    FONDAZIONE CASSA DI RISPARMIO DI T    510977185         0 510977185
DE*    PERSEO SPA                             45167000         0 45167000
227    EGIDI DANIELE                                 0         0         0
DE*    AARGAUISCHE PENSIONSKASSE                250000         0    250000
DE*    ABBEY LIFE ASSURANCE COMPANY LIMIT      3532471         0   3532471
                                    Page 9
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    ABITIBI-CONSOLIDATED MASTER TRUST        176291         0    176291
DE*    ABN AMRO FUNDS                           129837         0    129837
DE*    ABR EUROPE MASTER TRUST FUND             548958         0    548958
DE*    AEGON TRANSAMERICA SERIES TRUST -        491147         0    491147
DE*    AGF SUPPORT EURO                          87500         0     87500
DE*    AIC LIMITED                             1539140         0   1539140
DE*    ALAMEDA COUNTY EMPLOYEES` RETIREME       949405         0    949405
DE*    AMERICAN AIRLINES INC., MASTER FIX      1765122         0   1765122
DE*    AMERICAN AIRLINES INC., PILOTS RET      1445919         0   1445919
DE*    AMERICAN LEGACY FOUNDATION                31300         0     31300
DE*    ARCHDIOCESE OF PHILADELPHIA               81600         0     81600
DE*    AUSTIN FIRE FIGHTERS RELIEF AND RE       209500         0    209500
DE*    AXA WORLD FUNDS                         9956357         0   9956357
DE*    BAERUM KOMMUNE                            53689         0     53689
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       132420         0    132420
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       203806         0    203806
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT      5741112         0   5741112
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       648223         0    648223
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       429072         0    429072
DE*    BECHTEL TRUST AND THRIFT PLAN BECO      1214520         0   1214520
DE*    BELL ALIANT - PICTET ASST MEGMT          365959         0    365959
DE*    BELLSOUTH CORPORATION REPRESENTABL       140811         0    140811
DE*    BILL AND MELINDA GATES FOUNDATION        271800         0    271800
DE*    BIMCOR OVERSEAS POOLED FUND              148078         0    148078
DE*    BNP PAM ASSET MANAGEMENT                 157732         0    157732
DE*    BOARD OF TRUST.LELAND STANFORD UNI         9400         0      9400
DE*    BP PENSION FUND                         4561854         0   4561854
DE*    BRITISH AIRWAYS PENSIONS TRUSTEES         65432         0     65432
DE*    BRUNEI INVESTMENT AGENCY                4231984         0   4231984
DE*    CALIFORNIA PUBLIC EMPLOYEES RETIRE       387226         0    387226
DE*    CALIFORNIA STATE TEACHERS RETIREME      6861862         0   6861862
DE*    CANADIAN BROADCASTING CORPORATION        319024         0    319024
DE*    CAPITA TRUST COMPANY (JERSEY) LIMI       197677         0    197677
DE*    CARDIF ASSURANCE RISQUES DIVERS          182400         0    182400
DE*    CARDIF ASSURANCE VIE                   10342980         0 10342980
DE*    CASE WESTERN RESERVE UNIVERSITY           33396         0     33396
DE*    CATHOLIC HEALTHCARE PARTNERS RETIR       151350         0    151350
DE*    CATHOLIC UNITED INVESTMENT TRUST         403636         0    403636
DE*    CELANESE AMERICAS RETIREMENT PENSI       295960         0    295960
DE*    CENTRAL PENSION FUND OF THE INTERN       378592         0    378592
DE*    CI CORPORATE CLASS LTD                    47409         0     47409
                                   Page 10
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    COCA-COLA ENTERPRISES MASTER TRUST       203500         0    203500
DE*    COLUMBIA MULTI-ADVISOR INTERNATION      2425383         0   2425383
DE*    COMMON FUND INSTITUTIONAL INTERNAT       117678         0    117678
DE*    COMMON TRUST ITALY FUND                 7558901         0   7558901
DE*    CONAGRA FOODS RETIREMENT INCOME SA       447964         0    447964
DE*    DAIMLER CHRYSLER CORPORATION PENSI      2344726         0   2344726
DE*    DB PLATINIUM IV                          268162         0    268162
DE*    DB X-TRACKERS                            327508         0    327508
DE*    DELUXE CORPORATION MASTER RETIREME       197472         0    197472
DE*    DUPONT PENSION TRUST                    5501751         0   5501751
DE*    EDS RETIREMENT PLAN TRUST                681545         0    681545
DE*    ELFUN DIVERSIFIED FUND                   108219         0    108219
DE*    EMORY UNIVERSITY                         184800         0    184800
DE*    EUROPE INDEX PLUS COMMON TRUST FUN      1113678         0   1113678
DE*    FAMILY ASSURANCE FRIENDLY SOCIETY         49370         0     49370
DE*    FAMILY BALANCED TRUST                     41600         0     41600
DE*    FAMILY REGENCY UNIT TRUST                 22000         0     22000
DE*    FEDERATION OF NATIONAL PUBLIC SERV       248221         0    248221
DE*    FIFTH STREET STATION LLC                 101563         0    101563
DE*    FRESNO COUNTY EMPLOYEES` RETIREMEN       572888         0    572888
DE*    GE ASSET MANAGEMENT CANADA FUND -        130264         0    130264
DE*    GE ASSET MANAGEMENT TRUST - GLOBAL       190494         0    190494
DE*    GE INVESTMENT INTERNATIONAL FUND         498054         0    498054
DE*    GENERAL ELECTRIC PENSION TRUST         16466363         0 16466363
DE*    GENERAL MOTORS CANADA FOREIGN TRUS       612559         0    612559
DE*    GLOBAL ADVANTAGE FUNDS - MAJOR MAR       166312         0    166312
DE*    GOVERNMENT EMPLOYEES RETIREMENT SY        91201         0     91201
DE*    GREYSTONE EAFE GROWTH FUND              2945153         0   2945153
DE*    HAMILTON HEALTHCARE SYSTEM INC            23778         0     23778
DE*    HANSBERGER INTERNATIONAL                 367916         0    367916
DE*    HARBOR CAPITAL GROUP TRUST FOR DEF       104306         0    104306
DE*    HEXAVEST EUROPE FUND                     505911         0    505911
DE*    IBM SAVINGS PLAN                          82274         0     82274
DE*    IDEX TEMPLETON GREAT COMP GLOBAL         173709         0    173709
DE*    ILLINOIS STATE BOARD OF INVESTMENT       671407         0    671407
DE*    INSTITUTIONAL MANAGED INTL EQ POOL        48161         0     48161
DE*    INSURANCE CORPORATION OF BRITISH C        48800         0     48800
DE*    INTERNATIONAL ALPHA SELECT TOBACCO        21274         0     21274
DE*    INTERNATIONAL GROWTH OPPORTUNITIES       110647         0    110647
DE*    INTERNATIONAL PAPER COMPANY COMMIN        14136         0     14136
DE*    ISHARES MSCI ACWI INDEX FUND               2954         0      2954
                                   Page 11
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    IUDE LOCALS 302 612 EMPLOYERS CONS         1025         0      1025
DE*    JO HAMBRO CAP MGMT UMBRELLA FD           453000         0    453000
DE*    KBSH EUROPEAN EQUITY FUND                231000         0    231000
DE*    LAY EMPL RET PLAN ARCHDIOCESE PHIL        77300         0     77300
DE*    LODH OPUS EAFE EQUITY POOLED FUND         26000         0     26000
DE*    MANULIFE INTERNATIONAL EQUITY FUND       924369         0    924369
DE*    MANULIFE INTERNATIONAL VAL CL            178187         0    178187
DE*    MAPLE BROWN ABBOTT INTL EQUITY TRU       131100         0    131100
DE*    MARCH LIMITED                             59769         0     59769
DE*    MARKS AND SPENCER PENSION SCHEME         132297         0    132297
DE*    MARYLAND STATE RETIREMENT & PENSIO      1849979         0   1849979
DE*    MERCHANT NAVY OFFICERS PENSION FUN         1800         0      1800
DE*    MERCK & CO INC. MASTER RETIREMENT        189500         0    189500
DE*    MERCK AND CO INC UNION VEBA TRUST         37000         0     37000
DE*    MITCHELLS AND BUTLERS CIF LIMITED        201109         0    201109
DE*    MML FOREIGN FUND                         510306         0    510306
DE*    MONETARY AUTHORITY OF SINGAPORE          251332         0    251332
DE*    MORGAN STANLEY INVESTMENT MANAGEME       120971         0    120971
DE*    MORGAN STANLEY OFFSHORE INTERNATIO      1500713         0   1500713
DE*    MSCI EAFE PROVISIONAL SCREENED IND       103841         0    103841
DE*    MSCI ITALY PROVISIONAL INDEX SECUR      1472795         0   1472795
DE*    MULTI-MANAGER ICVC-MULTI-MANAGER E       167100         0    167100
DE*    NATIONAL PENSIONS RESERVE FUND COM        31355         0     31355
DE*    NBIMC EUROPEAN EQUITY INDEX FD          1620432         0   1620432
DE*    NEW ENGLANDTEAMSTERS AND TRUCKING         82058         0     82058
DE*    NEW STAR EAFE FUND                       513802         0    513802
DE*    NEW STAR GLOBAL EQUITY FUND               20379         0     20379
DE*    NEW STAR INTERNATIONAL EQUITY FUND       314660         0    314660
DE*    NOMURA ASSET MANAGEMENT INSTITUTIO        26210         0     26210
DE*    NT GUERNSEY LTD                          200000         0    200000
DE*    OFFICEMAX PENSION PLAN FOR SALARIE       214209         0    214209
DE*    OMERS ADMINISTRATION CORPORATION        2404227         0   2404227
DE*    ONTARIO TEACHERS PENSION PLAN BOAR      1377510         0   1377510
DE*    ORANGE COUNTY EMPLOYEES RETIREMENT       303100         0    303100
DE*    PENSIONS MANAGEMENT (S.W.F.) LIMIT       412765         0    412765
DE*    PHOENIX WORLDWIDE STRATEGIES FUND         34900         0     34900
DE*    PITNEY BOWES RETIREMENT PLAN              76899         0     76899
DE*    PRINCE GEORGES COUNTY FIRE SERVICE         3570         0      3570
DE*    PRUDENTIAL RETIREMENT INSURANCE &        529977         0    529977
DE*    PRUDENTIAL TRUST COMPANY COLLECTIV      1529700         0   1529700
DE*    RHODE ISLAND EMPLOYEES RETIREMENT       1669828         0   1669828
                                   Page 12
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SAN MATEO COUNTY EMPLOYEES` RETIRE       128281         0    128281
DE*    SAUDI ARABIAN MONETARY AUTHORITY        3810871         0   3810871
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       613300         0    613300
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       109292         0    109292
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       426229         0    426229
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN       149040         0    149040
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN      3417953         0   3417953
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN      2155001         0   2155001
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN       453838         0    453838
DE*    SCOTTISH WIDOWS PLC                        6486         0      6486
DE*    SCOTTISH WIDOWS PLC                     2406427         0   2406427
DE*    SCOTTISH WIDOWS UNIT FUNDS LIMITED       438372         0    438372
DE*    SELECT INDEX SERIES-EUROPEAN EQUIT       126854         0    126854
DE*    SELECT INTERNATIONAL EQUITY MANAGE        11792         0     11792
DE*    SONOMA COUNTY EMPLOYEES RETIREMENT       117555         0    117555
DE*    SSGA GLOBAL INDEX PLUS TRUST            1192779         0   1192779
DE*    SSGA INTERNATIONAL GROWTH OPPORTUN         3397         0      3397
DE*    SSGA WEALTH WEIGHTED GLOBAL EQUITI       375519         0    375519
DE*    STATE BOSTON RETIREMENT SYSTEM           309800         0    309800
DE*    STATE FARM VARIABLE PRODUCT TRUST        262198         0    262198
DE*    STATE OF CONNECTICUT RETIREMENT PL      1531913         0   1531913
DE*    STATE OF MINNESOTA                      1704245         0   1704245
DE*    STATE OF WISCONSIN INVESTMENT BOAR       364524         0    364524
DE*    STATE STREET ACTIONS EUROLAND           3132337         0   3132337
DE*    STATE STREET BANK AND TRUST COMPAN       985375         0    985375
DE*    STATE STREET BANK AND TRUST COMPAN     15137570         0 15137570
DE*    STATE STREET EUROPE ENHANCED              12277         0     12277
DE*    STATE STREET GLOBAL ALPHA EDGE             8110         0      8110
DE*    STATE STREET SRI WORLD INDEX               1206         0      1206
DE*    STATE STREET TRUSTEES LIMITED AS T       156428         0    156428
DE*    STATE STREET TRUSTEES LIMITED ATF        676652         0    676652
DE*    STREETTRACKS DOW JONES STOXX 50 FU       342276         0    342276
DE*    STREETTRACKS MSCI EUROPE ETF             870953         0    870953
DE*    STREETTRACKS SM MSCI EUROPE FINANC       491682         0    491682
DE*    SWIP SICAV - EUROPEAN FUND                10072         0     10072
DE*    TEXTRON MASTER TRUST                     203922         0    203922
DE*    THE COMMON FUND FOR NON PROFIT ORG       564822         0    564822
DE*    THE MUTUAL AID ASSOCIATION OF PREF       203449         0    203449
DE*    THE PRUDENTIAL INSURANCE COMPANY O       616100         0    616100
DE*    THE REGENTS OF THE UNIVERSITY OF C      3202528         0   3202528
DE*    THE RETIREMENT ANNUITY PLAN FOR EM       217277         0    217277
                                   Page 13
08/05/2008 19.08.59   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    THE ROCKEFELLER FOUNDATION               140700         0    140700
DE*    THE S&W EUROPEAN TRUST                    88200         0     88200
DE*    ULTRA SERIES FUND-GLOBAL SECURITIE        94445         0     94445
DE*    UNION BANK OF CALIFORNIA N.A               1010         0      1010
DE*    UNIVERSAL SHIPOWNERS MARINE INSURA        74565         0     74565
DE*    UNIVERSITY OF MANCHESTER                 125100         0    125100
DE*    VANTAGEPOINT OVERSEAS EQUITY INDEX       155076         0    155076
DE*    WESTERN METAL INDUSTRY PENSION           148096         0    148096
DE*    WORKERS COMPENSATION BOARD-ALBERTA       149300         0    149300
DE*    WORLD INDEX OLUS SECURITIES LENDIN      1017236         0   1017236
DE*    XEROX PENSIONS LIMITED                   262600         0    262600
231    FAVALLI ARRIGO                             1000      1000         0
249    SPAGGIARI ANTONELLA                           0         0         0
RL*    FONDAZIONE CASSA DI RISPARMIO DI R    123321238 123321238         0
282    MASSARONI MASSIMO                             0         0         0
DE*    AARP                                      53800         0     53800
DE*    AB FUNDS TRUST                           919548         0    919548
DE*    ABN AMRO GLOBAL EQUITY FUND              159172         0    159172
DE*    ACCESSOR FUNDS INC. - INTERNATIONA       844800         0    844800
DE*    ADVISORS INNER CIRCLE FUND ANALYTI         6000         0      6000
DE*    AGERE SYSTEMS INC PENSION PLANS MA        80911         0     80911
DE*    AMERICAN BEACON INTERNATIONAL EQUI       157260         0    157260
DE*    AMONIS NV                                110000         0    110000
DE*    ANDREW W. MELLON FOUNDATION              113852         0    113852
DE*    ARKWRIGHT, LLC                            25680         0     25680
DE*    ARMY AND AIR FORCE EXCHANGE SERVIC        19118         0     19118
DE*    ARTEMIS INCOME FUND                     5550000         0   5550000
DE*    ASCENSION HEALTH                          11000         0     11000
DE*    ASCENSION HEALTH                        1085880         0   1085880
DE*    ASCENSION HEALTH INSURANCE LTD            32223         0     32223
DE*    ASCENSION HEALTH MASTER PENSION TR       463409         0    463409
DE*    ASSOCIATED BANK N.A. COMMON FUND          40871         0     40871
DE*    AVERY DENNISON CORP                       40500         0     40500
DE*    AXA INVESTMENT MANAGERS DEUTSCHLAN        40000         0     40000
DE*    AXA INVESTMENT MANAGERS DEUTSCHLAN        12000         0     12000
DE*    BAE MASTER PENSION INVESTMENT TRUS       373563         0    373563
DE*    BCIMC-ALLIANCE ENH INT EQTY              901677         0    901677
DE*    BCIMC-PICTET ASSET MGMT-EAFE SAWMI      2098452         0   2098452
DE*    BOC GROUP INC RETIREMENT TRUST           117103         0    117103
DE*    BOTSWANA INSURANCE FUND MANAGEMENT       517544         0    517544
DE*    BRANDYWINE GROUP TRUST                   183900         0    183900
                                   Page 14
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    BRITISH COAL STAFF SUPERANNUATION         89738         0     89738
DE*    BRITISH COLUMBIA INV.MAN.CORPORATI      5384658         0   5384658
DE*    BRUNSWICK UNIT 1 QUALIFIED NUCLEAR        40226         0     40226
DE*    BRUNSWICK UNIT 2 QUALIFIED NUCLEAR        50918         0     50918
DE*    BT INSTITUTIONAL INTERNATIONAL SUS        25991         0     25991
DE*    BURROUGHS WELLCOME FUND                  227100         0    227100
DE*    CALIFORNIA PUBLIC EMPLOYEES RETIRE     10741804         0 10741804
DE*    CALIFORNIA STATE TEACHERS RETIREME       332603         0    332603
DE*    CFP-WFC TRUST                             51857         0     51857
DE*    CITY OF HIALEAH RETIREMENT SYSTEM         54616         0     54616
DE*    COHEN & STEERS GLOBAL INCOME BUILD       440200         0    440200
DE*    COLLEGE RETIREMENT EQUITIES FUND        1949380         0   1949380
DE*    CONCORDIA RETIREMENT PLAN                474079         0    474079
DE*    COUNTY OF LOS ANGELES DEFERRED COM       342021         0    342021
DE*    CREDIT SUISSE AM KAG MBH FOR ABW-F       469358         0    469358
DE*    DALLAS POLICE AND FIRE PENSION SYS       353300         0    353300
DE*    DE PRINCE RACE AND ZOLLO GROUP TRU        39000         0     39000
DE*    DENVER EMPLOYEES RETIREMENT PLAN         208020         0    208020
DE*    DIVERSIFIED FUND OF CANADA INT.SPE        29906         0     29906
DE*    DU PONT (UK) LIMITED PENSIONS FUND       438000         0    438000
DE*    EMPLOYEES RETIREMENT SYSTEM OF TEX      2308863         0   2308863
DE*    EMPLOYEES` RETIREMENT SYSTEM OF TH       454400         0    454400
DE*    ENERGY INSURANCE MUTUAL LIMITED          118098         0    118098
DE*    ENSIGN PEAK ADVISORS INC.                673700         0    673700
DE*    ENTERGY SERVICES INC. MASTER TRUST       287280         0    287280
DE*    EQ ADVISORS TRUST EQ/TEMPLETON GRO       950000         0    950000
DE*    EQ ADVISORS TRUST-MARKETPLUS INTER       834774         0    834774
DE*    FAMILY INVESTMENTS CHILD TRUST FUN       130398         0    130398
DE*    FEDERAL EXPRESS CORP EMPLOYEE`S PE      3176136         0   3176136
DE*    FIRST AMERICAN INVESTMENT FUNDS IN       281019         0    281019
DE*    FONDS DE RESERVE POUR LES RETRAITE     24442857         0 24442857
DE*    GENERAL ELECTRIC INSURANCE PLAN TR       731599         0    731599
DE*    GENERAL ELECTRIC PENSION TRUST           583037         0    583037
DE*    GENERAL MOTORS WELFARE BENEFIT TRU       399118         0    399118
DE*    GOVERNMENT PENSION INVESTMENT FUND      9007622         0   9007622
DE*    HANSBERGER INSTITUTIONAL SERIES IN       160299         0    160299
DE*    HANSBERGER INSTITUTIONAL SERIES IN        23276         0     23276
DE*    HARRIS UNIT 1 QUALIFIED NUCLEAR DE        27782         0     27782
DE*    HOMESTEAD INTERNATIONAL VALUE FUND       410800         0    410800
DE*    HONEYWELL INT INC MASTER RETIR TRU      1041813         0   1041813
DE*    ILLINOIS TEACHERS RETIREMENT SYSTE      2359485         0   2359485
                                   Page 15
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    ING BEWAAR MAATSCHAPPIJ 1 BV             210400         0    210400
DE*    ING DIRECT CORPORATE CLASS LIMITED        10388         0     10388
DE*    INTERLOCAL PENS FD GEOPGR COMM INT       432043         0    432043
DE*    INTERNATIONAL PAPER COMPANY COMMIN        94800         0     94800
DE*    INTERNATIONAL STOCK MARKET PORTFOL        19919         0     19919
DE*    IOWA STATE UNIVERSITY FOUNDATION          17400         0     17400
DE*    JOHN & MARCIA GOLDMAN                     31319         0     31319
DE*    JOHN D GOLDMAN 1997 CHARITABLE LEA        20367         0     20367
DE*    JOHN D GOLDMAN 1997 LONG TERM TRUS        16069         0     16069
DE*    JOHN D GOLDMAN 2001 TRUST                 28725         0     28725
DE*    JOHN HANCOCK FUNDS II INTERNATIONA       249675         0    249675
DE*    JOHN HANCOCK FUNDS II INTERNATIONA      1733820         0   1733820
DE*    JOHN HANCOCK TRUST GLOBAL TRUST         1350000         0   1350000
DE*    JOHN HANCOCK TRUST INTERNATIONAL E       181344         0    181344
DE*    JOHN HANCOCK TRUST INTERNATIONAL E       262585         0    262585
DE*    JOHN HANCOCK TRUST INTERNATIONAL V      1655043         0   1655043
DE*    JOHN&CATHERINE MACARTHUR FOUNDATIO       154100         0    154100
DE*    JOHNSON & JOHNSON PENSION & SAVING       599600         0    599600
DE*    JOHNSON & JOHNSON UK GROUP RETIREM       108692         0    108692
DE*    JP MORGAN BANK AS DIRECTED TRUSTEE       263585         0    263585
DE*    JP MORGAN BANK AS DIRECTED TRUSTEE       171988         0    171988
DE*    JP MORGAN BANK TTE FOR GENERAL MOT       515159         0    515159
DE*    JP MORGAN BANK TTE FOR GENERAL MOT       310013         0    310013
DE*    JP MORGAN CHASE RETIREMENT PLAN          287136         0    287136
DE*    KAS DEPOSITARY TRUST COMPANY             189180         0    189180
DE*    LEE MUNDER CAPITAL GROUP                   2630         0      2630
DE*    LEGG MASON PARTNERS VARIABLE PORTF        90000         0     90000
DE*    LEGG MASON PARTNERS WORLD FUNDS, I       429400         0    429400
DE*    LOMBARD ODIER DARIER HENTSCH FUND         17351         0     17351
DE*    MANHATTAN AND BRONX SURFACE TRANSI       342300         0    342300
DE*    MARATHON EAFE EQUITY FUND                212467         0    212467
DE*    MARATHON GLOBAL FUND : GLOBAL EQUI       647405         0    647405
DE*    MARATHON LONDON GLOBAL INVESTMENT        164979         0    164979
DE*    MARATHON NEW GLOBAL FUND PLC             647050         0    647050
DE*    MARATHON-LONDON GROUP TRUST FOR EM      1133306         0   1133306
DE*    MARATHON-LONDON INTERNATIONAL INVE       863651         0    863651
DE*    MARYLAND STATE RETIREMENT & PENSIO        18833         0     18833
DE*    MAVRIX GLOBAL FUND                        31315         0     31315
DE*    MD EQUITY FUND                           585450         0    585450
DE*    MERCATOR INTERNATIONAL FUND             7678000         0   7678000
DE*    MERCER QIF FUND PUBLIC LIMITED COM        20682         0     20682
                                   Page 16
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    METROPOLITAN LIFE INSURANCE COMPAN        38577         0     38577
DE*    MINISTRY OF FINANCE AND ECONOMY           60370         0     60370
DE*    MISSOURI INVESTMENT TRUST                 12677         0     12677
DE*    MTB INTERNATIONAL EQUITY FUND            170337         0    170337
DE*    MUNICIPAL EMPLOYEES` RETIREMENT SY       661792         0    661792
DE*    MUNICIPAL GRATUITY FUND                   12587         0     12587
DE*    NATIONAL CITY BANK                        12897         0     12897
DE*    NATIONAL RAILROAD RET INVESTMENT T       322680         0    322680
DE*    NATIONAL RURAL ELECTRIC COOPERATIV       816100         0    816100
DE*    NCB CATHOLIC DIOCESE OF SAGINAW FR         2987         0      2987
DE*    NEW STAR GLOBAL EQUITY FUND               72122         0     72122
DE*    NEW YORK STATE COMMON RETIREMENT F      1526305         0   1526305
DE*    NEW YORK STATE COMMON RETIREMENT F      2587176         0   2587176
DE*    NORTEL NETWORKS LONG-TERM INVESTME       414493         0    414493
DE*    NTCC FUND FOR GRANTOR TRUST COMM         117484         0    117484
DE*    OKLAHOMA PUBLIC EMPLOYEES RET. SYS       928982         0    928982
DE*    P.H. GLATFELTER COMPANY MASTER RET        27300         0     27300
DE*    PHOENIX INTERNATIONAL STRATEGIES F        51700         0     51700
DE*    POWER CORPORATION SUPERANNUATION P       172185         0    172185
DE*    PRUDENTIAL STAFF PENSION LIMITED          16359         0     16359
DE*    PUBLIC EMPLOYEES SUPERANNUATION PL       510819         0    510819
DE*    QUEBEC PROFESSIONALS` EUROPEAN EQU        58080         0     58080
DE*    RABBI TST FOR LADD FURNITURE INC           1743         0      1743
DE*    RBC BALANCED FUND                       1396000         0   1396000
DE*    RBC PRIVATE EUROPEAN EQUITY POOL         385000         0    385000
DE*    REG RETR EMPL SYND COMN URB MONTRE       129424         0    129424
DE*    REGENSTEIN FOUNDATION                     10231         0     10231
DE*    RETIREMENT AND SECURITY PROGRAM FO       190090         0    190090
DE*    REUNICA CAAM ACTIONS                     216911         0    216911
DE*    RICHARD KING MELLON FOUNDATION           249296         0    249296
DE*    RIVERSIDE CHURCH IN THE CITY OF NE        67131         0     67131
DE*    ROBERT L MCNEIL COMPLEX TRUST             96040         0     96040
DE*    ROBINSON UNIT 2 QUALIFIED NUCLEAR         47149         0     47149
DE*    SAUDI ARABIAN MONETARY AGENCY          17155108         0 17155108
DE*    SBC MASTER PENSION TRUST                 505370         0    505370
DE*    SCHERING PLOUGH POST RETIR. BENEFI        16240         0     16240
DE*    SCHERING PLOUGH RETIREMENT PLAN           92000         0     92000
DE*    SISTERS OF MERCY OF NORTH CAROLINA        38300         0     38300
DE*    SISTERS OF MERCY OF THE AMERICAS          46047         0     46047
DE*    SOUTHERN CALIFORNIA UFCW LARGE CAP         4300         0      4300
DE*    SOUTHERN COMPANY SYSTEM MASTER           374484         0    374484
                                   Page 17
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SPDR MSCI ACWI EX-US ETF                 137977         0    137977
DE*    SPDR S&P WORLD (EX-US) ETF                11988         0     11988
DE*    SPRUCEGROVE SPECIAL GLOBAL POOLED       1928659         0   1928659
DE*    STATE OF INDIANA PUBLIC EMPLOYEES`      1659148         0   1659148
DE*    STATE OF NEW JERSEY COMMON PENSION     20056780         0 20056780
DE*    STATE STREET TRUST & BANKING CO LT        20750         0     20750
DE*    STATE STREET TRUST & BANKING CO LT        64442         0     64442
DE*    STICHTING ALGEMEEN PENSIOENFONDS P        54386         0     54386
DE*    TACOMA EMPLOYEES RETIREMENT SYSTEM       251251         0    251251
DE*    TAIPEI FUBON COMMERCIAL BANK IN IT        13184         0     13184
DE*    TALBOT`S INC. PENSION PLAN                11100         0     11100
DE*    TAM INTERNATIONAL EQUITY TRUST           138900         0    138900
DE*    TD EMERALD GLOBAL SUSTAINABILITY P         7950         0      7950
DE*    TENNESSEE CONSOLIDATED RETIREMENT        998935         0    998935
DE*    TEXAS PREPAID HIGHER TUITION BOARD       637006         0    637006
DE*    THE ALLIANCE TRUST PLC                  3209353         0   3209353
DE*    THE EMM UMBRELLA FUNDS                    65060         0     65060
DE*    THE FIRST MERCANTILE TRUST COMPANY        22000         0     22000
DE*    THE FRANCE - MERRICK FOUNDATION IN        15390         0     15390
DE*    THE JOHNS HOPKINS UNIVERSITY             102226         0    102226
DE*    THE MASTER TRUST BANK OF JAPAN LTD       129660         0    129660
DE*    THE NUFIELD FOUNDATION                    32579         0     32579
DE*    THE ONTARIO PUB SER EMPL UNI PEN T       239106         0    239106
DE*    THE PROV TREAS OF P PRINCE EDW ISL       213024         0    213024
DE*    THE RETIREMENT PLAN OF JP MORGAN C       104409         0    104409
DE*    THE YORKSHIRE TRACTION COMPANY LIM       125000         0    125000
DE*    THE ZAYED FOUNDATION                    1082923         0   1082923
DE*    THREADNEEDLE SPECIALIST INVESTMENT        20660         0     20660
DE*    THRIVENT PARTNER INTERNATIONAL STO       995100         0    995100
DE*    THRIVENT PARTNER INTERNATIONAL STO      2105200         0   2105200
DE*    TIIA - CREF INSTITUTIONAL MUTUAL F         2000         0      2000
DE*    TOP MANAGERS FUNDS                       160178         0    160178
DE*    TREDJE AP-FONDEN                         370220         0    370220
DE*    TREDJE AP-FONDEN                        1507043         0   1507043
DE*    TT INTERNATIONAL INVESTMENT FUNDS        259621         0    259621
DE*    UBS PACE ALTERNATIVE STRATEGIES IN         2187         0      2187
DE*    UBS PACE INTERNATIONAL EQUITY INVE      1163259         0   1163259
DE*    UNITED FOOD AND COMMERCIAL WORKERS        51517         0     51517
DE*    VIA CHRISTI HEALTH SYSTEM CASH BAL        39655         0     39655
DE*    VIA CHRISTI HEALTH SYSTEM INC.            69710         0     69710
DE*    WASHINGTON STATE INVESTMENT BOARD        121371         0    121371
                                   Page 18
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    WELLCOME TRUST                           337850         0    337850
DE*    WEST MIDLANDS METROPOLITAN AUTHORI          100         0       100
DE*    WESTPAC INTERNATIONAL SHARE INDEX        628230         0    628230
DE*    WILLIAMSBERG INVESTMENT TRUST             15668         0     15668
DE*    XEROX CANADA EMPLOYEES RETIREMENT        151359         0    151359
DE*    YOUNG MENS CHRISTIAN ASSOCIATION R       181492         0    181492
293    ROSSI AGOSTINO                             1428      1428         0
310    D'ATRI GIANFRANCO                           150         0       150
315    BRIATICO LETIZIA                              0         0         0
DE*    ARCA SGR                                6400000         0   6400000
DE*    ARCA SGR S.P.A. RUBRICA FONDO AZIO      8700000         0   8700000
359    PURCHIARONI DOMENICO                         10        10         0
361    DRAGHI GIORGIO                                0         0         0
DE*    INTERNATIONAL FASHION TRADING S.A.     72651170         0 72651170
DE*    MAX MARA INTERNATIONAL S.A.            75567018         0 75567018
365    MUSSINI MASSIMO                            1777         0      1777
367    MIK ANNA                                      0         0         0
DE*    DEXIA EQUITIES L EURO 50                1315195         0   1315195
DE*    DEXIA EQUITIES L EUROPE                 1270796         0   1270796
DE*    DEXIA EQUITIES L EUROPE FINANCE SE       214655         0    214655
DE*    DEXIA EQUITIES L EUROPE HIGH DIVID        56175         0     56175
DE*    DEXIA EQUITIES L GROWTH COMPANIES         14998         0     14998
DE*    DEXIA EQUITIES L ITALY                    64916         0     64916
DE*    DEXIA EQUITIES L SUSTAINABLE EMU         143430         0    143430
DE*    DEXIA EQUITIES L WORLD FINANCE SEC        23228         0     23228
369    PALLANTI PAOLO                                0         0         0
DE*    DIALOGO ASSICURAZIONI SPA                  3990         0      3990
DE*    FONDIARIA SAI SPA                      21044867         0 21044867
DE*    MILANO ASSICURAZIONI SPA               46493286         0 46493286
DE*    NOVARA VITA S.P.A.                        66500         0     66500
DE*    SASA ASSICURAZIONI E RIASSICURAZIO        40000         0     40000
DE*    SASA VITA SPA                             45000         0     45000
DE*    SIAT SPA                                  10000         0     10000
371    GRAFFAGNINO GIOACCHINO                     2300      1000      1300
373    PUGLISI GIOVANNI                              0         0         0
RL*    FONDAZIONE BANCO DI SICILIA            79380000 79380000          0
374    LANDI ANDREA                                  0         0         0
RL*    FONDAZIONE CASSA DI RISPARMIO DI M      4252043   4252043         0
376    ABRI ALDO                                   201       201         0
381    CAROLLO PIERLUIGI                          6050      6050         0
383    ANTOLINI GIOVANNI                         50000     50000         0
                                   Page 19
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
385    PEDERSOLI LANFRANCO                        1098      1098         0
387    WOLFGRING ALEXANDER                           0         0         0
RL*    AV-Z HOLDING S.P.A.                   133409475 133409475         0
DE*    AV-Z KAPITALGESELLSCHAFT GMBH            500000         0    500000
DE*    BA-CA-PRIMA PRIVATSTIFTUNG               584000         0    584000
DE*    BA-CA-PRIMA-PRIVATSTIFTUNG              3033000         0   3033000
DE*    BETRIEBSRATSFONDS DES BETRIEBSRATE          640         0       640
391    SADEK MIGIRAB YOUSEF S.                       0         0         0
DE*    LIBYAN FOREIGN BANK                    74898218         0 74898218
396    TETI STEFANO                                  0         0         0
DE*    AGF FINANCE AGF IART                    2309721         0   2309721
DE*    AGF FINANCE AGF VIE                     5107395         0   5107395
DE*    AGF FINANCE AGF VIE ANCRE                875145         0    875145
DE*    AGF FINANCE AGF VIE PREFON               513680         0    513680
DE*    AGF FINANCE ARCALYS ACTIF                290000         0    290000
DE*    ALLIANZ BELGIUM SA                       500000         0    500000
DE*    ALLIANZ S.P.A. (GIA` RIUNIONE ADRI    297144419         0 297144419
DE*    ANTONIANA VENETA POPOLARE VITA SPA      4106550         0   4106550
DE*    L.A. VITA SPA                             25100         0     25100
DE*    RB VITA S.P.A.                          4100000         0   4100000
398    CALO` MICHELANGELO                            0         0         0
**D    REGIONE SICILIANA                      82595772         0 82595772
399    MORETTIN PATRICE                              0         0         0
**D    FONDAZIONE CASSAMARCA, CASSA DI RI    109090234         0 109090234
406    D`ATRI STELLA.                               50        50         0
415    CHIURAZZI LUIGI                           11008     11008         0
416    DE COSMO AMANDA                               0         0         0
DE*    3M FRANCE                                 16209         0     16209
DE*    A.C. NIELSEN COMPANY                       2080         0      2080
DE*    AGF ALL WORLD TAX ADVANTAGE GROUP       9928176         0   9928176
DE*    AGF INTERNATIONAL VALUE FUND            5928044         0   5928044
DE*    AGF WORLD BALANCED FUND                 3875000         0   3875000
DE*    ARMAND THIERY SAS                          9192         0      9192
DE*    AVENIR EURO                              700000         0    700000
DE*    BIB PRUDENCE                              14195         0     14195
DE*    BOARD OF TRUST.LELAND STANFORD UNI        78762         0     78762
DE*    BOSTON COMMON ASSET MANAGEMENT LLC        46605         0     46605
DE*    BOSTON COMMON INVESTMENT TRUST            29000         0     29000
DE*    BOSTON COMMON INVESTMENT TRUST            61971         0     61971
DE*    BOSTON SOCIAL INTER SOCIAL GROWTH        548834         0    548834
DE*    BRUNEI INVESTMENT AGENCY                 325208         0    325208
                                   Page 20
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    CAISSE DE DEPOT ET PLACEMENT DU QU      4513311         0   4513311
DE*    CHARLES ANDRE                             10467         0     10467
DE*    D.C.F. 1 DYNAMIQUE                         9966         0      9966
DE*    DANONE DYNAMIQUE                          33370         0     33370
DE*    DGAM EAFE EQUITY FUND L.P.               166452         0    166452
DE*    ELIS                                       4845         0      4845
DE*    EPARGNE ETHIQUE ACTIONS                   60000         0     60000
DE*    EURO NAV SA SG                GEST       253900         0    253900
DE*    EURO VL SA SGAM               ATM          2100         0      2100
DE*    EURO VL SA SGAM               FCP         29000         0     29000
DE*    EURO VL SA SGAM               INVE        13000         0     13000
DE*    EURO VL SA SGAM               INVE         3500         0      3500
DE*    FCP ACTIONS ISR                         1200000         0   1200000
DE*    FCP AG2R EURO ACTIONES                  3800000         0   3800000
DE*    FCP CAPI EUROPE                          223730         0    223730
DE*    FCP EURO ETHIQUE INSTITUTIONS            950000         0    950000
DE*    FCP FEDERIS ACT QUATREM                  516100         0    516100
DE*    FCP FEDERIS EURO ACTIONS                1183000         0   1183000
DE*    FCP FEDERIS EUROPE ACTIONS              1034400         0   1034400
DE*    FCP FEDERIS IRC ACTIONS                  515600         0    515600
DE*    FCP MEDERIC ACTION                       659100         0    659100
DE*    FEDERIS AVENIR EURO-PE                  1838500         0   1838500
DE*    FEDERIS EPARGNE EQUILIBREE               129000         0    129000
DE*    FNAC EQUILIBRE                             3285         0      3285
DE*    FRIENDS FIDUCIARY CORPORATION             23900         0     23900
DE*    GROUPE ASSYSTEM FONDS A                    4640         0      4640
DE*    GROUPE CEGID                                985         0       985
DE*    GROUPE POMONA                             25895         0     25895
DE*    HOLCIM AUDACE                              1521         0      1521
DE*    HOLCIM EQUILIBRE                           7256         0      7256
DE*    INTL EQUITY VALUE CORP CL-AGF             23423         0     23423
DE*    IXIS ASSET MANAGEMENT         ARRC       602798         0    602798
DE*    IXIS ASSET MANAGEMENT         SAIN       395240         0    395240
DE*    JTSB LIMITED AS TRUSTEE FOR MITSUI         7951         0      7951
DE*    LABORATOIRES GLAXOSMITHKLINE GSK          42392         0     42392
DE*    LOUISIANA STATE EMPL RETIREMENT SY          400         0       400
DE*    MACIF GESTION ACTIMACIF 1                635255         0    635255
DE*    MACIF GESTION MACIF CROIS DURABLE        350402         0    350402
DE*    MACIF GESTION MACIF CROISSANCE DUR       129512         0    129512
DE*    MERIDIEN EQUILIBRE                         1443         0      1443
DE*    MN SERVICES                             3369242         0   3369242
                                   Page 21
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    MORGAN STANLEY GALAXY FUND                56000         0     56000
DE*    MORGAN STANLEY SICAV                      88902         0     88902
DE*    MORLEY INTERNATIONAL FUND                 17553         0     17553
DE*    MORLEY MANAGED FUNDS ICVC MORLEY           6622         0      6622
DE*    NATEXIS BANQUE POPULAIRE      CARP        48442         0     48442
DE*    NATIONAL WESTMINSTER LIFE ASSURANC        14928         0     14928
DE*    NATIONAL WESTMISTER REINSURANCE LT         4008         0      4008
DE*    NESTLE FRANCE                             49500         0     49500
DE*    NORWICH UNION LIFE AUSTRALIA LIMIT       112291         0    112291
DE*    ONTARIO TEACHERS PENSION PLAN BOAR      7794101         0   7794101
DE*    PAX WORLD INTERNATIONAL FUND               5668         0      5668
DE*    PINAULT BOIS ET MATERIAUX                  1336         0      1336
DE*    PROTEIN                                  225820         0    225820
DE*    RBS INVESTMENT FUNDS ICVC BALANCED        62412         0     62412
DE*    REGIME DE RETRAITE DE L`UNIV DU QU        72800         0     72800
DE*    RESPONSIBLE INVESTMENT LEADERS INT       119129         0    119129
DE*    SA ANDROS                                 16210         0     16210
DE*    SCHOOL EMPLOYEES RET SYSTEM OF OHI       809389         0    809389
DE*    SGAM                          ASTR        12916         0     12916
DE*    SGAM                          ATOM        75150         0     75150
DE*    SGAM                          AUDI       406259         0    406259
DE*    SGAM                          AVIV        39100         0     39100
DE*    SGAM                          FCP         10000         0     10000
DE*    SGAM                          FCP          9010         0      9010
DE*    SGAM                          IFC          3490         0      3490
DE*    SGAM                          SGAM       149811         0    149811
DE*    SGAM                          SGAM       893368         0    893368
DE*    SGAM                          SGAM      4471040         0   4471040
DE*    SGAM                          SGAM      1100000         0   1100000
DE*    SGAM                          SGAM       682797         0    682797
DE*    SGAM                          SIMB       528027         0    528027
DE*    SGAM                          SOFR         2963         0      2963
DE*    SICAV CHOIX SOLIDAIRE                     70000         0     70000
DE*    SOCIETE GENERALE FONDS A OBLIGSG F         3790         0      3790
DE*    SOCIETE GENERALE FONDS A OBLIGSG F        68200         0     68200
DE*    SOCIETE GENERALE FONDS A OBLIGSG F        84720         0     84720
DE*    STAUBLI 50/50 SGAM                         4574         0      4574
DE*    STAUBLI 80/20 SGAM                         7941         0      7941
DE*    STITCHTING BEDRIJFSPENSIOENFONDS V      4071982         0   4071982
DE*    TCW GROUP, INC                             3490         0      3490
DE*    THE ROCKEFELLER FOUNDATION                44275         0     44275
                                   Page 22
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                   IN FAVOUR
       Surname/Name                        Total Votes In person By Proxy
   __________________________________________________________________________
DE*     TOTAL DIVERSIFIE A DOMINANTE O            29332         0     29332
DE*     UNITED CHURCH OF CANADA PENSION PL       211150         0    211150
DE*     UNIVERSITY HOSPIT HEALTH SYSTEM IN          200         0       200
DE*     VIKING GLOBAL EQUITIES LP               2984000         0   2984000
DE*     WALDEN-BRANDYWINE INVESTMENT T .         235230         0    235230
42      RUSSO CECILIA                               600       600         0
428     PAVONESSA DANILO                              0         0         0
DE*     AEGON CUSTODY BV                        9172325         0   9172325
DE*     AIC LIMITED                               85260         0     85260
DE*     AIR CANADA PENSION TRUST FUND              3869         0      3869
DE*     ARIZONA STATE RETIREMENT SYSTEM           37200         0     37200
DE*     ASEA BROWN BOVERI INC.MASTER TRUST       100661         0    100661
DE*     AXA WORLD FUNDS                         4212840         0   4212840
DE*     BALTIMORE COUNTY RETIREMENT SYSTEM       285000         0    285000
DE*     BAPTIST FOUNDATION OF TEXAS                3535         0      3535
DE*     BAYER CORPORATION MASTER TRUST            20300         0     20300
DE*     BAYER INC. MASTER TRUST                    9400         0      9400
DE*     BBH FOR SEI INSTITUTIONAL INVES TW       236620         0    236620
DE*     BBH FOR-SEI INST INV TRUST INTERNA       466421         0    466421
DE*     BBH FOR-SEI INSTIT INV TRUST INTER       188117         0    188117
DE*     BBH IEF(RIC)(MONDRIAN INV PARTN)         839174         0    839174
DE*     BBH/SEI INSTIT INVEST TRST WRLD EQ       252000         0    252000
DE*     BD OF PENS OF THE PRESBYTERIAN CHU       491434         0    491434
DE*     BELL ATLANTIC MASTER TRUST               298419         0    298419
DE*     BLACKROCK FUNDS                          112070         0    112070
DE*     BLUE CROSS BLUE SHIELD OF NOR CAR        121697         0    121697
DE*     BON SECOURS HEALTH SYSTEM, INC           143320         0    143320
DE*     BROWN BROTHERS HARRIMAN AND CO          5608597         0   5608597
DE*     BRUNEI INVESTMENT AGENCY                1295762         0   1295762
DE*     CANADIAN IMPERIAL BANK OF COMM .          31906         0     31906
DE*     CANADIAN PACIFIC RAILWAY PENSION F       295099         0    295099
DE*     CANADIAN PACIFIC RAILWAY PENSION P       601204         0    601204
DE*     CARGILL ANS ASSOCIATED MASTER PEN          8800         0      8800
DE*     CATHOLIC HEALTH INITIATIVES              229003         0    229003
DE*     CENTRAL STATES,S.E.&S.W. AREAS FUN        52748         0     52748
DE*     CF GLOBAL ALPHA 1 FD MELLON FIN CO       112623         0    112623
DE*     CF GLOBAL TACTICAL ASSET ALLOCATIO         9769         0      9769
DE*     CIBC BANK & TRUST COMPANY (CAYMAN)         9800         0      9800
DE*     CIBC EUROPEAN EQUITY FUND                658007         0    658007
DE*     CIBC EUROPEAN INDEX FUND                  37336         0     37336
DE*     CIBC FINANCIAL COMPANIES FUND            425000         0    425000
                                    Page 23
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    CIBC GLOBAL EQUITY FUND                   89400         0     89400
DE*    CIBC INTERNATIONAL INDEX FUND             68767         0     68767
DE*    CIBC POOLED INTL EQUITY INDEX FUND        89441         0     89441
DE*    CIBC TRUST INTL EQUITY POOL              858300         0    858300
DE*    CITADEL EQUITY FUND LTD C/A MAPLES      4346589         0   4346589
DE*    CITADEL EQUITY FUND LTD C/O MAPLES      2697016         0   2697016
DE*    CITIBANK NA AS TRUSTEE                    19300         0     19300
DE*    CITITRUST LTD                            266493         0    266493
DE*    CITY OF JACKSONVILLE RETIR SYSTEM        147994         0    147994
DE*    CITY OF NEW YORK DEFERRED COMPENS        805067         0    805067
DE*    COLONIAL FIRST STATE INVESTMENT LI       759611         0    759611
DE*    COMMONWEALTH BANK OFFICERS SUPERAN       209283         0    209283
DE*    COMMONWEALTH PENNSYLVANIA PUBLIC S       185775         0    185775
DE*    COMMONWEALTHOF PENNSYLVANIA STATE         38300         0     38300
DE*    DAIMLERCHRYSLER CANADA MASTER TR F         3913         0      3913
DE*    DREYFUS INTL STOCK INDEX FUND            352918         0    352918
DE*    DT INTERNATIONAL STOCK INDEX FUND         18263         0     18263
DE*    EAFE EQUITY FUND                         208559         0    208559
DE*    EAFE INDEX PLUS SECURITIES LENDING       170963         0    170963
DE*    EMPL RET INCOME PLAN TR MINNESOTA         84883         0     84883
DE*    ENERGY EAST CORPORATION MASTER TRU        39140         0     39140
DE*    ENERGY EAST CORPORTATION MASTER TR        67340         0     67340
DE*    ESSEX COUNTY COUNCIL                     130835         0    130835
DE*    FAIRFAX COUNTY UNIFORMED RET.SYSTE         1800         0      1800
DE*    FIRST INITIATIVES INSURANCE, L TD         79000         0     79000
DE*    FLORIDA RETIREMENT SYSTEM                 53500         0     53500
DE*    GBL ALPHA EDGE COMMON TRUST FD RE         11323         0     11323
DE*    GE FUNDS - GE GLOBAL EQUITY FUND         157442         0    157442
DE*    GE FUNDS - GE INTERNATIONAL EQUITY       161694         0    161694
DE*    GE FUNDS - GE STRATEGIC INVESTMENT        81458         0     81458
DE*    GE INSTITUTIONAL FUNDS-INTERNATION      5002091         0   5002091
DE*    GE INSTITUTIONAL FUNDS-STRATEGIC I       290255         0    290255
DE*    GE INVESTMENT CANADA INTERNATIONAL       635022         0    635022
DE*    GE INVESTMENTS FUNDS, INC. - INTER       110820         0    110820
DE*    GE INVESTMENTS FUNDS, INC. - TOTAL      1376321         0   1376321
DE*    GLOBAL VALUE EQUITY FUND                   7990         0      7990
DE*    GMO FOREIGN FUND                        3646982         0   3646982
DE*    GPB/G-RBC CONTINENTAL EUROPEAN           130912         0    130912
DE*    GSK COMMON INVESTMENT FUND                 4830         0      4830
DE*    HANSBERGER INSTITUTIONAL SERIES IN      2326074         0   2326074
DE*    HARRISVILLE ENTERPRISES S.A.              77945         0     77945
                                   Page 24
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    HAWKER BEECHCRAFT CORPORATION            148048         0    148048
DE*    HEALTHCARE EMPLOYEES PENSION PLAN        414042         0    414042
DE*    HONG KONG SPECIAL ADMINISTRATIVE R      2038854         0   2038854
DE*    HORACE O.BRIGHT COLLECTIVE INV.FUN         9650         0      9650
DE*    HOURGLASS INDEXED INTERNATIONAL SH       113161         0    113161
DE*    HOUSTON FIREFIGHTERS RELIEF & RETI        16400         0     16400
DE*    HOWARD HUGHES MEDICAL INSTITUTE          181700         0    181700
DE*    IG TEMPLETON INTERNATIONAL EQUITY        158933         0    158933
DE*    IG TEMPLETON INTL EQUITY CLASS A          93145         0     93145
DE*    IG TEMPLETON WORLD ALLOCATION FUND        51977         0     51977
DE*    IMPERIAL INTERNATIONAL EQUITY POOL       292692         0    292692
DE*    INSURANCE COMMISSION OF WESTERN AU        53056         0     53056
DE*    INTERNATIONAL BANK FOR RECONSTRUCT       232670         0    232670
DE*    INTERPOLIS & VAN SPAENDONCK              282948         0    282948
DE*    ISPAT INLAND INC PENSION PLAN            142900         0    142900
DE*    JNL FRANKLIN TEMPLETON GL GROWTH F        10000         0     10000
DE*    JOHN DEERE PENSION TRUST                 821598         0    821598
DE*    JOHN S. & JAMES L. KNIGHT FOUND.          94700         0     94700
DE*    KEYSTONE TEMPL INTL STOCK CAP CLAS       207492         0    207492
DE*    KINGDON ASSOCIATES                       568094         0    568094
DE*    KINGDON FAMILY PARTNERSHIP LP             64148         0     64148
DE*    LANXESS INC. MASTER TRUST FUND            28080         0     28080
DE*    LEGAL AND GENERAL ASSURANCE (PENSI      8780136         0   8780136
DE*    LINCOLN VAR INS PRODUCTS TEMPLETON       337851         0    337851
DE*    LINCOLN VARIABLE INS PROD INT`L FU      2353938         0   2353938
DE*    LPI AKTIER EUROPOA II                    666256         0    666256
DE*    LUCENT TECHNOLOGIES PENSION TRUST        565700         0    565700
DE*    LUCERNE CAPITAL FUND LP                  246231         0    246231
DE*    M KINGDON OFFSHORE LTD                  1617758         0   1617758
DE*    MARS GMGBH                               295762         0    295762
DE*    MCDERMOTT INC MASTER TRUST               258096         0    258096
DE*    MELLON BANK EMP COLL INVEST FD           187754         0    187754
DE*    MELLON CAP MANAGMNT/JNL INTL INDEX         9790         0      9790
DE*    MELLON INTERNATIONAL FUND               2318120         0   2318120
DE*    MELLON POOLED INTERN ALL COUNTRY W       188740         0    188740
DE*    MINISTRY OF FINANCE OF KAZAKHSTAN       1307913         0   1307913
DE*    MINNESOTA LIFE INSURANCE COMPANY           2000         0      2000
DE*    MUNICIPAL FIRE & POLICE RETIRE IOW        17595         0     17595
DE*    NELDA C. AND H.J. LUTCHER STARK FO         1843         0      1843
DE*    NESTEGG DOW JONES 2010 FUND                 189         0       189
DE*    NESTEGG DOW JONES 2015 FUND                7038         0      7038
                                   Page 25
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    NYNEX CO MASTER PENSION TRUST             313836         0    313836
DE*    ODDO ASSET MANAGEMENT VECTEUR ACT         647350         0    647350
DE*    ODDO ASSET MANAGEMENT AAE OAM             242600         0    242600
DE*    ODDO ASSET MANAGEMENT CIPAV DIVERS       1468852         0   1468852
DE*    ODDO ET CIE ENTERPRISE D`INVETISS.       6941664         0   6941664
DE*    OIA DIVERSIF INT COMMING FUND, LP           1000         0      1000
DE*    OIL INVESTMENT CORP LTD & OIL    CA       187699         0    187699
DE*    ONTARIO POWER GENERATION INC              141500         0    141500
DE*    ONTARIO POWER GENERATION INC.             181146         0    181146
DE*    OPERATING ENG.#101 PENSION FUND           102588         0    102588
DE*    OPTIMIX WHOLESALE GLOBAL SHARE TRU        418992         0    418992
DE*    OWENS CORNING CANADA INC CONSOLIDA         54000         0     54000
DE*    PARVUS EUROPEAN ABSOLUTE OPPORTUNI       3717045         0   3717045
DE*    PARVUS EUROPEAN OPPORTUNITIES MAST       1445076         0   1445076
DE*    PENNSYL.MUNICIPAL RETIREM.SYSTEM          416000         0    416000
DE*    PERMAL LONG FUNDS-PAN EUROPEAN FUN        160083         0    160083
DE*    QWEST DEFINED BENEFIT/DEF CONTR MA         85283         0     85283
DE*    RBS AS DEP OF FIRST STATE INVESTME         27646         0     27646
DE*    REGENCE BLUECROSS BLUESHIELD OF OR         14818         0     14818
DE*    REGENCE BLUECROSS BLUESHIELD OF UT          4200         0      4200
DE*    REGENCE BLUESHIELD                         24960         0     24960
DE*    REGENT STRAT EUROPEAN EQ                  520607         0    520607
DE*    REGENTS OF THE UNIVERSITY OF MICHI         22031         0     22031
DE*    RETIREM P OF BON SECOURS HEALTH SY         69650         0     69650
DE*    RL EUROPEAN EQUITY FUND                   358002         0    358002
DE*    ROGERSCASEY TARGET SOLUTIONS               20970         0     20970
DE*    SAUDI ARABIAN MONETARY AGENCY              70209         0     70209
DE*    SCOTTISH WIDOWS PLC                      2442091         0   2442091
DE*    SEI INSTITUTIONAL INTERN. TRUST IN        132000         0    132000
DE*    SEI INSTITUTIONAL INVESTMENTS TRUS         64000         0     64000
DE*    SISTERS OF ST FRANCIS HEALTH SERVI         42200         0     42200
DE*    SMITH BARNEY                              346752         0    346752
DE*    SOGEPLUS                                12250000         0 12250000
DE*    SSGA ITALY INDEX FUND                     955339         0    955339
DE*    SSGA MSCI EAFE INDEX FUND                 557725         0    557725
DE*    STATE STREET GLOBAL ADVISORS AUSTR        347176         0    347176
DE*    STICHT TOT BEW CORD AAN EUR ENH BE         61596         0     61596
DE*    STICHTING BEDRIJFSPEN.VOOR BOUWNIJ        146708         0    146708
DE*    STICHTING PENSIOENF DUPONT NEDERLA        315100         0    315100
DE*    STICHTING PENSIOENFONDS ABP               654625         0    654625
DE*    STICHTING T BEW CORDARES AAN E AC        3331926         0   3331926
                                   Page 26
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    STREETTRACKS DOW JONES EURO STOXX       2166213         0   2166213
DE*    SYMMETRY EQUITY CLASS                    146245         0    146245
DE*    TBC POOLED EMPL-EAFE VALUE EQ FUND        58900         0     58900
DE*    TBC POOLED EMPLOYEES FUND                214450         0    214450
DE*    TBC POOLED EMPLOYEES FUND INTL EQU      1159900         0   1159900
DE*    TBC PRIVATE TRUST-INTL EQUITY FUND       349910         0    349910
DE*    TD EUROPEAN INDEX FUND                    48691         0     48691
DE*    TD PRIVATE INTERNATIONAL EQUITY FU       536959         0    536959
DE*    TEACHERS RETIREMENT ALLOWANCES FUN         3476         0      3476
DE*    TEACHERS`RETIREMENT SYST LOUISIAN        593390         0    593390
DE*    TELCORDIA TECHNOLOGIES PENSION PLA        65550         0     65550
DE*    THE BOSTON COMPANY PRIVATE TRUST          14600         0     14600
DE*    THE CAERULEUS FUND M AND C CORPORA       779900         0    779900
DE*    THE DEARBORN PARTNERS GROUP TRUST        176183         0    176183
DE*    THE INTERNATIONAL EQUITY PORTFOLIO      4668934         0   4668934
DE*    THE KRESGE FOUNDATION                    184070         0    184070
DE*    THE LUCERNE CAPITAL OFFSHORE FUND        617869         0    617869
DE*    THE LUCERNE MID-CAP MASTER FUND LT       364928         0    364928
DE*    THE MANVILLE PERS.INJURY SETL.TRUS        94608         0     94608
DE*    THE ORANGE PARTNERS FUND M AND C C       410325         0    410325
DE*    THE PENSION PLAN 1987 OF CANADA TR        37050         0     37050
DE*    THE REGENTS OF THE UNIVERSITY OF C      3640209         0   3640209
DE*    THE WASHINGTON UNIVERSITY                  7700         0      7700
DE*    TRW AUTOMOTIVE DEF BENEFIT MASTER        301000         0    301000
DE*    UMB                                      840042         0    840042
DE*    UNIV OF PITTSBURGH MED CENTER SYST       261878         0    261878
DE*    VEBA PARTNERSHIP N L.P.                  251767         0    251767
DE*    VGE III PORTFOLIO LTD C/O GOLDMAN       8719900         0   8719900
DE*    VIKING GLOBAL EQUITIES II LP             249200         0    249200
DE*    VIKING GLOBAL EQUITIES LP               1892400         0   1892400
DE*    VITTORIA P LP                            251429         0    251429
DE*    WELLMARK INC.                            118111         0    118111
DE*    WESTON FOODS INC MASTER TRUST FUND        36179         0     36179
DE*    WORKPLACE SAFETY & INSURANCE BOARD      3178944         0   3178944
DE*    WORLD INDEX PLUS EDGE COMMON TRST          9392         0      9392
DE*    XL RE LTD                                174085         0    174085
429    GONZAGA GIUSEPPE                              0         0         0
DE*    COFIMAR S.R.L.                         16107943         0 16107943
430    GALANTUCCI SERGIO                          2120      2120         0
432    MODIGLIANI CARLA                              0         0         0
DE*    AACHENER UND MUENCHNER LEBEN            2048400         0   2048400
                                   Page 27
08/05/2008 19.09.00   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    AACHENER UND MUNCHENER VERSICHERUN       891600         0    891600
DE*    AGRICOLA SAN GIORGIO SPA                 111200         0    111200
DE*    ALLEANZA ASSICURAZIONI SPA              3235000         0   3235000
DE*    ASSICURAZIONI GENERALI SPA             35594526         0 35594526
DE*    AUGUSTA ASSICURAZIONI SPA              11586976         0 11586976
DE*    AUGUSTA VITA SPA                         350000         0    350000
DE*    BANCA GENERALI SPA                        75000         0     75000
DE*    CENTRAL KRANKENVERSICHERUNG             1036134         0   1036134
DE*    COSMOS LEBENSVERSICHERUNG                974030         0    974030
DE*    D.A.S. S.P.A.                             44000         0     44000
DE*    ESTRELLA FP II                            55218         0     55218
DE*    ESTRELLA FP IV                            70950         0     70950
DE*    ESTRELLA SA SEGUROS Y REASEGUROS         229281         0    229281
DE*    FATA ASSICURAZIONI DANNI SPA             345000         0    345000
DE*    FATA VITA SPA                            120000         0    120000
DE*    GENAGRICOLA GENERALI AGRICOLTURA S        11200         0     11200
DE*    GENERALI ASSURANCES GENERALES            120000         0    120000
DE*    GENERALI IARD FUSIONNE                   560000         0    560000
DE*    GENERALI LEBEN                          1141800         0   1141800
DE*    GENERALI LEVENSVERZEKERING MAATSCH       360209         0    360209
DE*    GENERALI PERSONENVERSICHERUNGEN          126000         0    126000
DE*    GENERALI SCHADEVERZEKERING MAATSC         52493         0     52493
DE*    GENERALI VERSICHERUNG AG                1050100         0   1050100
DE*    GENERALI VIE                            1400000         0   1400000
DE*    GENERALI VIE EURO EPARGNE               3200000         0   3200000
DE*    GENERALI VIE RETRAITE                    660000         0    660000
DE*    GENERTEL S.P.A.                          345000         0    345000
DE*    INA ASSITALIA                          30105564         0 30105564
DE*    INF SOCIETA` AGRICOLA SPA                 41200         0     41200
DE*    INTESA VITA SPA                         1271971         0   1271971
DE*    LA VENEZIA ASSICURAZIONI SPA            3727216         0   3727216
DE*    TORO ASSICURAZIONI SPA                  3110000         0   3110000
DE*    VITALICIO FP                             115268         0    115268
DE*    VITALICIO II FP                           73000         0     73000
DE*    VITALICIO IV FP                           49951         0     49951
DE*    VITALICIO SEGUROS Y REASEGUROS            99130         0     99130
DE*    VOLKSFUERSORGE DEUTSCHE LEBEN           4185708         0   4185708
DE*    VOLKSFUERSORGE DEUTSCHE SACH             352000         0    352000
436    CARDARELLI ANGELO                             0         0         0
**D    LOTHIAN PENSION FUND                     810800         0    810800
**D    FLORIDA RETIREMENT SYSTEM                217098         0    217098
                                   Page 28
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
**D    NOTTINGHAMSHIRE COUNTY COUNCIL PEN        525539         0    525539
**D    SAINT-GOBAIN CORPORATION MASTER TR        206422         0    206422
**D    CREDIT FONCIER DE FRANCE       PICT        88700         0     88700
**D    BANK OF NEW YORK                         4594017         0   4594017
**D    PICTET & CIE (EUROPE) SA                 3534900         0   3534900
**D    WEST YORKSHIRE PENSION FUND              1004000         0   1004000
**D    AIR CANADA PENSION TRUST FUND              54191         0     54191
**D    AIR CANADA                                  7266         0      7266
**D    FLORIDA RETIREMENT SYSTEM                2662571         0   2662571
**D    THE CALIFORNAI ENDOWMENT                   13852         0     13852
**D    PENS.PLAN RETIR.OFF.SALVATION ARMY         55220         0     55220
**D    THE SALVATION ARMY                        212880         0    212880
**D    HONEYWELL INT INC MASTER RETIR TRU        822610         0    822610
**D    TEXAS MUTUAL INSURANCE COMPANY            546310         0    546310
**D    CITY OF AUSTIN EMPLOYEES RETIR SYS        386370         0    386370
**D    NIPSCO MASTER TRUST                       139940         0    139940
**D    A I DUPONT TESTAMENTARY TRUST             535740         0    535740
**D    HOSPITALS ONTARIO PENSION PLAN FUN       1044940         0   1044940
**D    JANTZI BALANCED FUND                        4500         0      4500
**D    SPRUCEGROVE SPECIAL GLOBAL POOLED         629017         0    629017
**D    SPRUCEGROVE INTL POOLED FUND             4469829         0   4469829
**D    AURION INTERNATIONAL DAILY EQUITY          28477         0     28477
**D    BJC GROUP PENSION TRUST                    26330         0     26330
**D    BJC HEALTH SYSTEM                          19140         0     19140
**D    CARGILL INC AND ASSOCIATED COS    M         3830         0      3830
**D    THE JOHNS HOPKINS UNIVERSITY              233710         0    233710
**D    NORTH SLOPE BOROUGH                       105623         0    105623
**D    PRINCE GEORGES COUNTY POLICE PENSI          6825         0      6825
**D    VERMONT PENSION INVESTMENT COMMITT        586450         0    586450
**D    CITY OF NEW YORK GROUP TRUST             2847824         0   2847824
**D    GOLDMAN SACHS GMS INTERNATIONAL EQ        605960         0    605960
**D    GOLDMAN SACHS GMS INTERNATIONAL EQ        973150         0    973150
**D    THE SPRUCEGROVE DELAWARE TRUST           1915630         0   1915630
**D    COMMERCIAL UNION LIFE ASSURANCE CO      37729019         0 37729019
**D    BBH - FOR MT BOJ MORGAN ST EQ             212487         0    212487
**D    MUNICIPAL FIRE & POLICE RETIRE IOW          3585         0      3585
**D    LUCENT TECHNOLOGIES PENSION TRUST         471834         0    471834
**D    U.B.S. AG - LONDON BRANCH CLIENT A         42700         0     42700
**D    FCP STRONTIUM                            1209490         0   1209490
**D    REGARD ACTIONS SOCIALM RESPONSABLE         61250         0     61250
**D    EMERSON ELECTRIC CO. MASTER RETIRE        291833         0    291833
                                   Page 29
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    LOCKHEED MARTIN CORP MASTER RETIRE         2174         0      2174
**D    LIBERTY MUTUAL EMPLOY THRIFT PLAN        382427         0    382427
**D    SLF (FRANCE) ACTIONS EUROPE FCP         1345942         0   1345942
**D    NYNEX CO MASTER PENSION TRUST             32158         0     32158
**D    VAN KAMPEN INTERNATIONAL ADVANTAGE       548006         0    548006
**D    MORGAN STANLEY FUNDS (UK) EUROPE (       131772         0    131772
**D    MORGAN STANLEY INVESTMENT MANAGEME       394335         0    394335
**D    THE CIVIL SERVICE SUPERANNUATION F       112951         0    112951
**D    LABORERS DISTRICT COUNCIL & CONTRA       208000         0    208000
**D    MONTANA BOARD OF INVESTMENTS             290322         0    290322
**D    MORGAN STANLEY INVESTMENT MANAGEME     13977800         0 13977800
**D    SSGA INTERNATIONAL EQUITIES INDEX        530757         0    530757
**D    CALIFORNIA STATE TEACHERS RETIREME        52891         0     52891
**D    MORGAN STANLEY INTERNATIONAL EQUIT       744382         0    744382
**D    SGAM TOTAL DIVERSIF A DOMIN ACT FD        93780         0     93780
**D    AGF ASSET MANAGEMENT          AGF       3000000         0   3000000
**D    AGF ASSET MANAGEMENT          AGF       5000000         0   5000000
**D    AGF ASSET MANAGEMENT          AGF       1800006         0   1800006
**D    AGF ASSET MANAGEMENT          AGF        400000         0    400000
**D    AGF ASSET MANAGEMENT          CREP         9500         0      9500
**D    AGF ASSET MANAGEMENT          AGF         40000         0     40000
**D    AGF ASSET MANAGEMENT          DRES       450000         0    450000
**D    AGF ASSET MANAGEMENT          ACTI        75000         0     75000
**D    AGF ASSET MANAGEMENT          AGF       1100000         0   1100000
**D    THE PALM FUND                            167830         0    167830
**D    MORGAN_STANLEY_GLOBAL ADVANTAGE          668643         0    668643
**D    MORGAN STANLEY VARIABLE GLOBAL ADV        64146         0     64146
**D    PNC FUNDS INC INTERNATIONAL              622978         0    622978
**D    MORGAN STANLEY DIVERSIFIED INTERNA         4784         0      4784
**D    HSBC SECURITIES SERVICES (LUXEMBOU        20803         0     20803
**D    DEXIA ASSET MANAGEMENT                    40204         0     40204
**D    BIRELEYS ORANGE JAPAN,S.A.                46407         0     46407
**D    MORGAN STANLEY INVESTMENT MANAGEME        14964         0     14964
**D    MORGAN STANLEY SICAV                    1619092         0   1619092
**D    JP MORGAN BANK AS TR. FOR ARMSTRO         99801         0     99801
**D    THE UNIVERSAL INSTITUTIONAL FUNDS,       148577         0    148577
**D    LONDON BOROUGH OF CAMDEN                  66852         0     66852
**D    SPRUCEGROVE GROUP TRUST                 1422420         0   1422420
**D    THE MASTER TRUST BANK OF JAPAN LTD        19061         0     19061
**D    LOUVRE MULTI SELECT                      141521         0    141521
**D    GMAM INVESTMENT FUND TRUST              1753991         0   1753991
                                   Page 30
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    SBC MASTER PENSION TRUST                1777865         0   1777865
**D    THE BOEING COMPANY EMPLOYEES RETIR      1115367         0   1115367
**D    NEW YORK STATE COMMON RETIREMENT F       141939         0    141939
**D    MORGAN STANLEY INTERNATIONAL VALUE      1130539         0   1130539
**D    MORGAN STANLEY DEAN WITTER VARIABL       385040         0    385040
**D    MORGAN STANLEY DEAN WITTEREUROPEAN      1428560         0   1428560
**D    MORGAN STANLEY INSTITUTIONAL FUND         74252         0     74252
**D    CGNU LIFE ASSURANCE LIMITED            33437884         0 33437884
**D    ROYAL SCOTTISH ASSURANCE PLC                846         0       846
**D    NATIONAL ELEVATOR INDUSTRY PENSION       219133         0    219133
**D    INTERLOCAL PENS FD GEOPGR COMM INT         9774         0      9774
**D    GMI INVESTMENT TRUST                     218494         0    218494
**D    IBEW LOCAL 269 PENSION FUND               27000         0     27000
**D    GENERAL CONFERENCE CORPORATION OF         66420         0     66420
**D    CENTRAL LABORERS PENSION FUND             95886         0     95886
**D    IUOE LOCALS 302 612 - EMPLOYERS CO          812         0       812
**D    UNIV HOSP HEALTH SYS, INC RETIR PL         4550         0      4550
**D    JACKSON PERSPECTIVE VIP FUND                200         0       200
**D    NORTHERN TRUST PRIVATE INVESTMENT        144701         0    144701
**D    NORTHERN TRUST MANAGED FUNDS              62757         0     62757
**D    NTCC FUND FOR GRANTOR TRUST COMM          31603         0     31603
**D    ALTRINSIC INTL EQUITY PORTFOLIO LP       111325         0    111325
**D    DIOCESE WAYNE-SOUTH BEND INVEST TS         5220         0      5220
**D    I.W.A. FOREST INDUSTRY PENSION PLA       191010         0    191010
**D    RETIREMENT PLAN FOR THE EMPLOYEES        309314         0    309314
**D    CANADIAN LIQUID AIR FOREIGN MASTER        27320         0     27320
**D    CI CORPORATE CLASS LTD                    28750         0     28750
**D    CI INTERNATIONAL VALUE FUND              369254         0    369254
**D    CI CANADIAN INV. FUND                    323218         0    323218
**D    BRITISH COLUMBIA INV.MAN.CORPORATI       673800         0    673800
**D    AURION INTERNATIONAL DAILY EQUITY         53300         0     53300
**D    FIRST AMERICAN INVESTMENT FUNDS IN        71802         0     71802
**D    ALTRINSIC NON US EQUITY OFFSHORE M        54285         0     54285
**D    NON US EQUITY MANAGERS PORTFOLIO 5        82048         0     82048
**D    CACEIS BANK                              969919         0    969919
**D    LBPAM ACTIONS EUROPE                    1164896         0   1164896
**D    FCP LBPAM ACTIONS FINANCE                543283         0    543283
**D    XENYS                                     28154         0     28154
**D    TONI ACTION 100                          460838         0    460838
**D    LBPAM VOIE LACTEE 2                      104046         0    104046
**D    TUTELAIRE ACTIONS                         36257         0     36257
                                   Page 31
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    VIVACCIO ACTIONS                        2945765         0   2945765
**D    LBPAM ACTIONS DIVERSIFIE                1751969         0   1751969
**D    LBPAM ACTIONS MONDE                      844188         0    844188
**D    LBPAM ACTIONS EURO                      3622325         0   3622325
**D    LBPAM ACTIONS INDICE                    6553661         0   6553661
**D    LBPAM PROFIL 80 PEA                      440564         0    440564
**D    LBPAM PROFIL 100                        1547172         0   1547172
**D    LBPAM ACTIONS DEVELOPPEMENT DURABL      1816945         0   1816945
**D    LUCENT TECHNOLOGIES PENSION TRUST        203255         0    203255
**D    FLORIDA RETIREMENT SYSTEM                 42301         0     42301
**D    MAINSTAY 130-30 INTERNATIONAL FUND        15875         0     15875
**D    ISHARES MSCI ACWI EX US INDEX FUND         6053         0      6053
**D    ISHARES MSCI KOKUSAI INDEX FUND            7200         0      7200
**D    ISHARES S&P EUROPE 350 INDEX FUND       3805767         0   3805767
**D    ISHARES MSCI EAFE INDEX FUND           34571197         0 34571197
**D    ISHARES MSCI EAFE VALUE INDEX FUND      1594125         0   1594125
**D    ISHARES S&P GLOBAL FINANCIAL SECTO       633984         0    633984
**D    ISHARES MSCI EMU INDEX FUND             5806272         0   5806272
**D    ISHARES MSCI ITALY INDEX FUND           3536541         0   3536541
**D    BGICL DAILY EAFE EQUITY INDEX FUND       876455         0    876455
**D    BARCLAYS GLOBAL INVESTORS                280215         0    280215
**D    CONNECTICUT GENERAL LIFE INSURANCE        38036         0     38036
**D    INTERNATIONAL EQUITY INDEX PLUS FD       126769         0    126769
**D    MULTI CURRENCY SOCIAL SCREENED B          65334         0     65334
**D    TRUST FOR RETIREE MEDICAL, DENTAL          5771         0      5771
**D    BARCLAYS GLOBAL INVESTORS, NA INVE         5394         0      5394
**D    BARCLAYS GLOBAL INVESTORS N.A.TRUS      1864008         0   1864008
**D    FSS TRUSTEE CORPORATION                  214284         0    214284
**D    BGI AUSTRALIA LTD AS RESPONSIBLE E       607182         0    607182
**D    CAAM AGIRC INDO                           21926         0     21926
**D    CAAM MEDI-ACTIONS                       2100000         0   2100000
**D    CAAM NADAUD FCP                           15479         0     15479
**D    CAAM GRD IFC97 ACTIONS EUROPE            150000         0    150000
**D    CAAM OPTALIME                            795460         0    795460
**D    PREDICA ISR MONDE                         36900         0     36900
**D    PFP-ISR                                   25300         0     25300
**D    PREDICA ISR EUROPE                       107278         0    107278
**D    PICTET & CIE BANQUIERS.                  237888         0    237888
**D    WEST MIDLANDS METROPOLITAN AUTHORI          200         0       200
**D    ALLIANZ GLOBAL INVESTORS               11929998         0 11929998
437    DE COSMO LEONARDO                             0         0         0
DE*    1006 FCP CIO                              85000         0     85000
                                   Page 32
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    1434 FCP PAPETERIES DE LAA                 4000         0      4000
DE*    1495 FCP CONTINENTAL                       7200         0      7200
DE*    1515 FCP GERARD PERRIER                    3200         0      3200
DE*    1581 FCP GROUPE BRIAND                     5400         0      5400
DE*    ACM ACTIONS                               38532         0     38532
DE*    ACM ACTIONS PLUS                          45697         0     45697
DE*    BRITISH COLUMBIA INV.MAN.CORPORATI       314376         0    314376
DE*    CARMUT ACTIONS ARBITRAGE                  27700         0     27700
DE*    CIC AVENIR DYNAMIQUE                     175000         0    175000
DE*    CIC AVENIR EQUILIBRE                     127500         0    127500
DE*    CIC EPARGNE DYNAMIQUE                    100000         0    100000
DE*    CIC EPARGNE EQUILIBRE                    100000         0    100000
DE*    CIC FERTILE EQUILIBRE                    200000         0    200000
DE*    CM ALLIANCE                                4000         0      4000
DE*    CM EUROPE ACTIONS                        665555         0    665555
DE*    CM PART ACTIONS EUROPE                    31000         0     31000
DE*    ESPOIR FCP                                 1600         0      1600
DE*    FCP CAPSUGEL                              16000         0     16000
DE*    FCP CIC EUROLEADERS                     2215332         0   2215332
DE*    FCP CITIBANK                               7300         0      7300
DE*    FCP CM ACTIONS EURO                     2033066         0   2033066
DE*    FCP DEGUSSA DYNAMIQUE                     15000         0     15000
DE*    FCP DEGUSSA MIXTE                          3800         0      3800
DE*    FCP EUROP ASSISTANCE DIVERSIFIE           15000         0     15000
DE*    FCP HENKEL DIVERSIFIE N 1                  9000         0      9000
DE*    FCP HOWMET DIVERSIFIE                      3200         0      3200
DE*    FCP LANSON INTERNATIONAL                   2400         0      2400
DE*    FCP MGE DYNAMIQUE EURO                    72000         0     72000
DE*    FCP NORDON INDUSTRIES                      8000         0      8000
DE*    FCP REXEL                                  2000         0      2000
DE*    FCP SCHERING SA DIVERSIFIE                    1         0         1
DE*    FCP SCORE ACTIONS                          7000         0      7000
DE*    FCP UNI 1                                110000         0    110000
DE*    FCP UNION EUROPE                         840243         0    840243
DE*    FCP UNION EUROPE GROWTH                  369016         0    369016
DE*    FCPE AREVA ACTIONS                       200000         0    200000
DE*    FCPE ROUSSELOT DYNAMIQUE                  10500         0     10500
DE*    FREESCALE DYNAMIQUE                        8000         0      8000
DE*    GP 1 VITALITE                             21000         0     21000
DE*    GP 2 CROISSANCE                           19355         0     19355
DE*    GP 3 MATURITE                              8442         0      8442
                                   Page 33
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    HEINEKEN ENTREPRISE DIVERSIFIE            32000         0     32000
DE*    INTERENDEMENT ACTIONS EUROPE              15000         0     15000
DE*    INTERMUT ACTIONS EUROPE                  120000         0    120000
DE*    JANTZI GLOBAL EQUITY FUND                  4550         0      4550
DE*    MABN N2                                   30000         0     30000
DE*    MONSANTO ACTIONS                          23000         0     23000
DE*    RBC CANADIAN MASTER TRUST                364700         0    364700
DE*    RBC O`SHAUGHNESSY INTL EQUITY FUND      1778479         0   1778479
DE*    ROYAL BANK OF CANADA INVESTMENT MN       190000         0    190000
DE*    SCORE SAINT NICOLAS                       24000         0     24000
DE*    VALORACTIONS                              30000         0     30000
DE*    WEST MIDLANDS PASSENGER TRANSPORT          6000         0      6000
469    DE COSMO CAROLINA                             0         0          0
DE*    AGIPI MONDE DURABLE C/O FORTIS            35938         0     35938
DE*    ALASKA ELECTRICAL PENSION PLAN            54362         0     54362
DE*    AMEREN HEALTH AND WELFARE TRUST          134789         0    134789
DE*    AMERICAN AIRLINES INC., MASTER FIX       609090         0    609090
DE*    AMERICAN BEACON INTERNATIONAL EQUI        90082         0     90082
DE*    APOLLINE 6 ACTIONS                       519859         0    519859
DE*    AVENIR ACTIONS DYNAMIQUE                   7465         0      7465
DE*    BAE MASTER PENSION INVESTMENT TRUS       256024         0    256024
DE*    BANK OF NEW YORK                       10720513         0 10720513
DE*    BANNER HEALTH SYSTEM                     257285         0    257285
DE*    BBH & CO FOR THE EUROPEAN EQUITY F       750000         0    750000
DE*    BBH/BRANDES EUROPEAN EQUITIES FD         805400         0    805400
DE*    BILL AND MELINDA GATES FOUNDATION        242410         0    242410
DE*    BLUE CROSS OF CALIFORNIA                 516263         0    516263
DE*    BRADLEY JR. TRUSTS MASTER INVESTME       106089         0    106089
DE*    CACEIS BANK                            31433100         0 31433100
DE*    CATHOLIC HEALTHCARE PARTNERS             151912         0    151912
DE*    CAUSEWAY INTERNATIONAL VALUE FUND       8102107         0   8102107
DE*    CAUSEWAY INTERNATIONAL VALUE GROUP      2342812         0   2342812
DE*    CIBC POOLED EAFE EQUITY FUND             147400         0    147400
DE*    CITY OF NEW YORK GROUP TRUST             249333         0    249333
DE*    COLLIER FAMILY OFFICE INC                 70770         0     70770
DE*    CSA B EQUITY EURO                        211422         0    211422
DE*    CSA B EQUITY SRI EUROPE                      49         0         49
DE*    CSA B EUROPEAN LARGE CAPS                  1551         0      1551
DE*    CSA B PENSION EQ. EMU.L.CAP                1085         0      1085
DE*    CSA L EQ. BEST SELECT EURO                  899         0       899
DE*    CSA L EQUITY EURO                         33385         0     33385
                                   Page 34
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    DANAHER CORPORATION RETIREMENT PLA       108512         0    108512
DE*    DODGE & COX INTERNATIONAL STOCK FU    166500800         0 166500800
DE*    DORSET COUNTY SUPERANNUATION FUND         12898         0     12898
DE*    EL PASO FIREMEN AND POLICEMEN FUND       246515         0    246515
DE*    ELFUN INTERNATIONAL EQUITY FUND          951824         0    951824
DE*    FAMILY ASSURANCE FRIENDLY SOCIETY        188650         0    188650
DE*    FCP ACTIMAAF EUROPE FORTIS INV FR        207652         0    207652
DE*    FCP CGRCE ACTION EUROPE 3                 62818         0     62818
DE*    FCP FIMA EUROPE                          211061         0    211061
DE*    FCP FORTIS ETOILE FCR                     32279         0     32279
DE*    FCP MV4 EURO VALEURS                    1050000         0   1050000
DE*    FCP NEUILLY ACTIONS                       47590         0     47590
DE*    FCP PASTEUR DIVERSIFIE 4                  49832         0     49832
DE*    FCP RENTABILITE MOBILIERE                 16175         0     16175
DE*    FIDUCIARY TRUST COMPANY INTERNATIO       136677         0    136677
DE*    FIM INSTITUTIONAL EQUITY EMU              41058         0     41058
DE*    FIRE & POLICE EMP RET CITY BALTIMO       264963         0    264963
DE*    FOLKSAM LO FOND AB (PUBL)                252449         0    252449
DE*    FOLKSAM OMESESIDIG LIVFORAKRING          402234         0    402234
DE*    FOLKSAM OMESESIDIG SAKFORSAKRING          35454         0     35454
DE*    FORENADE LIV GRUPPOFORSAKRING AB (         9080         0      9080
DE*    FORENINGEN PENSION EQUITY INVEST 1       120906         0    120906
DE*    FORTIS B EQ FINANCE EUROPE                14296         0     14296
DE*    FORTIS INVESTMENT MANAGT FRANCE HA        26850         0     26850
DE*    FORTIS L EQ.FINANCE EUROPE                 7293         0      7293
DE*    FORTIS L FUND EQUITY FINANCE WORLD          420         0       420
DE*    FORTIS L FUND EQUITY, BEST SELECT           432         0       432
DE*    FORTIS L. EQ BEST SEL EU.EX                  80         0         80
DE*    FORTUNE BRANDS,INC MASTER PENSION        174727         0    174727
DE*    FUTURE VALUE INC                          91106         0     91106
DE*    G.A.FD B EQ. BLUE CHIPS EUR              162429         0    162429
DE*    G.A.FD B EQ. BROAD EURO P                685047         0    685047
DE*    GOVERNMENT PENSION INVESTMENT FUND      1431597         0   1431597
DE*    GRAND LODGE OF PENNSYLVANIA CONSOL        83237         0     83237
DE*    HIRTLE CALLAGHAN TRUST INTERNATION       444492         0    444492
DE*    HOUSTON POLICE OFFICERS PENS SYSTE       215761         0    215761
DE*    HSBC SECURITIES SERVICES (LUXEMBOU        36224         0     36224
DE*    ILLINOIS TOOL WORKS MASTER TRUST         195471         0    195471
DE*    IMPERIAL INTERNAT.EQUITY POOL            278625         0    278625
DE*    IMPERIAL OVERSEAS EQUITY POOL            180061         0    180061
DE*    JANE BRADLEY UIHLEIN INVESTMENT LL       157247         0    157247
                                   Page 35
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    JOHN&CATHERINE MACARTHUR FOUNDATIO        64961         0     64961
DE*    JP MORGAN CHASE 401 (K) SAVINGS PL       118029         0    118029
DE*    JPMORGAN CHASE BANK NATIONAL ASSOC       117138         0    117138
DE*    JURISTERNE OG OEKONOMERNES DANSK C       399978         0    399978
DE*    KAISER PERMANENTE RETIREMENT PLAN        418684         0    418684
DE*    KBSH PRIVATE EUROPEAN FUND                11000         0     11000
DE*    KPA LIVFORSAKRING AB                      25376         0     25376
DE*    KPA PENSIONFORSAKRING AB                 535426         0    535426
DE*    LOR POOLED INVEST PARTNERSHIP INTE        78786         0     78786
DE*    LOS ANGELES COUNTY EMPLOYEE RET AS        13200         0     13200
DE*    MEMPHIS GAS LIGHT&WATER RETIR.&PEN       133760         0    133760
DE*    MERRILL LYNCH INTERNATIONAL               24814         0     24814
DE*    MERRILL LYNCH PIERCE & FENNER             57426         0     57426
DE*    METROPOLE GESTION AAE MG                    100         0       100
DE*    METROPOLE GESTION METROPOLE EURO            100         0       100
DE*    METROPOLE GESTION METROPOLE FRONTI          100         0       100
DE*    METROPOLE GESTION METROPOLE SELECT          100         0       100
DE*    METROPOLE GESTION VILLIER OPERA             100         0       100
DE*    MN SERVICES                              213953         0    213953
DE*    NORTHWEST AIRLINES INC. DEFINED BE       379213         0    379213
DE*    NORTHWEST AIRLINES MASTER TRUST FO       135042         0    135042
DE*    OHIO POLICE AND FIRE PENSION FUND        805646         0    805646
DE*    ONTARIO TEACHERS PENSION PLAN BOAR      1811522         0   1811522
DE*    ORPHEUS TRUST                             29776         0     29776
DE*    PACIFIC CAPITAL INTERNATIONAL STOC       539362         0    539362
DE*    PENSION FUND ASSOCIATION FOR LOCAL       440035         0    440035
DE*    PENSION FUND SOC OF TORONTO-DOMIN         87023         0     87023
DE*    PGGM (STITCHTING PENSIOENFONDS VOO       935157         0    935157
DE*    PINNACLE STRATEGIC BALANCED FUND           5311         0      5311
DE*    PLEIADES TRUST                            37491         0     37491
DE*    PUBLIC SCHOOL RETIREMENT SYSTEM OF       104012         0    104012
DE*    ROBECO NEDERLAND BV                     4515276         0   4515276
DE*    ROCHWELL COLLINS MASTER TRUST            385933         0    385933
DE*    ROCKWELL AUTOMATION MASTER TRUST         235560         0    235560
DE*    SGBT LUXEMBOURG METROPOLE BO EUROP          100         0       100
DE*    SGBT LUXEMBOURG METROPOLE LARGE CA          100         0       100
DE*    SGBT LUXEMBOURG METROPOLE NEW EURO          100         0       100
DE*    SNS ASSET MANAGEMENT NV                  250000         0    250000
DE*    SNS BANK NV                              993636         0    993636
DE*    SOUTHERN CALIFORNIA LUMBER IND RET         1010         0      1010
DE*    STICHTING PENSIOENFONDS STORK               420         0       420
                                   Page 36
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    STITCHTING BEDRIJFSPENSIOENFONDS V        634901         0    634901
DE*    TD GLOBAL SUSTAINABILITY FUND              20000         0     20000
DE*    TEACHERS RETIREMENT SYSTEM OF OKLA        669687         0    669687
DE*    TEKTRONIX MASTER RETIREMENT TRUST          71605         0     71605
DE*    THE LABOR SELECT INTERNATIONAL EQ        3045750         0   3045750
DE*    THE MEDICAL CENTRE INSURANCE CO            44451         0     44451
DE*    THE RETIREMENT PLAN OF JP MORGAN C        359918         0    359918
DE*    TI PENSION SCHEME                         174700         0    174700
DE*    TIIA-CREF INSTITUTIONAL MUTUAL FUN         77759         0     77759
DE*    TUCSON SUPPLEMENTAL RET SYSTEM             93476         0     93476
DE*    TXU CORP RETIREMENT PLAN MASTER TR        250899         0    250899
DE*    VIA RAIL CANADA INC - MGIS                268600         0    268600
DE*    VIRGINIA G.PIPER CHARITABLE TRUST          92824         0     92824
DE*    WICHITA RETIREMENT SYSTEMS                289500         0    289500
DE*    WISDOMTREE INTERNATIONAL DIVIDEND          44784         0     44784
474    VALENTINI FILIPPO                           5600      5600         0
475    ANTONELLI SIMONA                               0         0         0
DE*    ABN AMRO EQUITY UMBRELLA FUND N.V.       5118097         0   5118097
DE*    ABN AMRO FUNDS                           2840327         0   2840327
DE*    ABU DHABI RETIREMENT PENSIONS FUND        244058         0    244058
DE*    ACTIONS SELECTIONNEES SICAV                18261         0     18261
DE*    AIM CRISTAL FCP                            89891         0     89891
DE*    AJ TRUSTS PARTNERSHIP                      47326         0     47326
DE*    ANTIN OPPORTUNITES                        118301         0    118301
DE*    ANTIN PRUDENT                              52780         0     52780
DE*    ANTIN REVENUS DIVERSIFIES                  37659         0     37659
DE*    ARTEMIS INTERNATIONAL SICAV               113300         0    113300
DE*    AWD LLC                                    18353         0     18353
DE*    AXA ASSICURAZIONI SPA                     968891         0    968891
DE*    AXA ASSURANCE IARD MUTUELLE               191000         0    191000
DE*    AXA EUROPE OPPORTUNITE SICAV              316115         0    316115
DE*    AXA FRANCE VIE                            450000         0    450000
DE*    AXA IM COUPOLE                            639055         0    639055
DE*    BALANCING POOL                             65297         0     65297
DE*    BBH LUX - FIDELITY FUNDS - EUROP          912315         0    912315
DE*    BBH LUX FOR-FIDELITY FD-ITALY            1139753         0   1139753
DE*    BBH LUX FOR-FIDELITY-EURO STO50           973461         0    973461
DE*    BBH LUX-FIDELITY FD EUR BLU CHIP         4994900         0   4994900
DE*    BBH LUX-FIDELITY FUNDS - EUROP           8277700         0   8277700
DE*    BEAVER MEDICAL SERVICES FUND     SE        16200         0     16200
DE*    BNP ACTION MONDE                          395400         0    395400
                                   Page 37
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    BNP EPARGNE RETRAITE                     332620         0    332620
DE*    BNP PARIBAS INDICE EURO                  894957         0    894957
DE*    BNP PARIBAS R2                           117880         0    117880
DE*    BNP PARIBAS RETR 2                        95399         0     95399
DE*    BNP PARIBAS RETR2                         72873         0     72873
DE*    BNP PARIBAS RETRAITE                     842844         0    842844
DE*    BNP PARIBAS RETRAITE 100                 861368         0    861368
DE*    BNP PARIBAS RETRAITE 2010-2012            38090         0     38090
DE*    BNP PARIBAS RETRAITE 2013-2015            66201         0     66201
DE*    BNP PARIBAS RETRAITE 25                    7981         0      7981
DE*    BRANDYWINE ASSET MANAGEMENT              188500         0    188500
DE*    CABLE & WIRELESS PENSION TRUSTEE L        53981         0     53981
DE*    CALIFORNIA PHYSICIAN`S SERVICE           314001         0    314001
DE*    CANADA TRUST INTL EQUITY COMMON FD        91200         0     91200
DE*    CATERPILLAR GROUP INSURANCE TRUST        214700         0    214700
DE*    CATERPILLAR INC INVEST TRUST             244515         0    244515
DE*    CATERPILLAR INC MASTER RET TRUST        1211700         0   1211700
DE*    CATERPILLAR PENSION PLAN                 430900         0    430900
DE*    CCH IEMF LTD MONDRIAN INV PARTNE         204976         0    204976
DE*    CENTERPOINT ENERGY MASTER RETIR TS       157550         0    157550
DE*    CIBC INTL EQUITY FUND L.P                140468         0    140468
DE*    CLAY FINLAY DELAWARE BUSINESS T.II        21000         0     21000
DE*    CLAY FINLAY INTERNATIONAL DELAWARE        73700         0     73700
DE*    DANA CORPORATION PENSIONS PLANS TR       361783         0    361783
DE*    DELAWARE INTERNATIONAL EQUITY FUND      6969591         0   6969591
DE*    DELAWARE PUBLIC EMPLOYEES` RETIREM       973700         0    973700
DE*    ECUREUIL MONDE                           290647         0    290647
DE*    ELIXIME RENDEMENT EUROPE                  40000         0     40000
DE*    EMERALD GLOBAL EQUITY POOLED FD TR        45602         0     45602
DE*    EMERALD INTL EQUITY INDEX FUND            31485         0     31485
DE*    ETHIQUE SOLIDARITE-FCPE SOLIDAIRE          7153         0      7153
DE*    FCP AGF CREACTIONS 1                     126028         0    126028
DE*    FCP AIR FRANCE                           118481         0    118481
DE*    FCP AIR FRANCE IFC2                      138749         0    138749
DE*    FCP ANTIN EUROPE DIVIDENDE              1582425         0   1582425
DE*    FCP AXA EURO VAL.RESP.                   323178         0    323178
DE*    FCP AXA EUROPE DU SUD                   1084773         0   1084773
DE*    FCP AXA-IM ALLOCATION ACTIONS             64204         0     64204
DE*    FCP BELSIZE                               48240         0     48240
DE*    FCP BNP ACTION EUROPE                    253375         0    253375
DE*    FCP BNP ACTIONS PEA EURO                6182125         0   6182125
                                   Page 38
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                       Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FCP BNP ETHEIS                          656267         0    656267
DE*    FCP BORGHESE FINAN                       30000         0     30000
DE*    FCP CMN NORD EUROPE CROISSANCE            8960         0      8960
DE*    FCP COLISEE CIME                         13638         0     13638
DE*    FCP COLISEE IFC 1                       685000         0    685000
DE*    FCP COLISEE PAUHESY                     165626         0    165626
DE*    FCP COLISEE RETRAITE A                   21720         0     21720
DE*    FCP COLLEGIALE SAINT PIERRE              40000         0     40000
DE*    FCP EASY ETF DJ EU                      450964         0    450964
DE*    FCP EASYETF EURO S                     3354321         0   3354321
DE*    FCP ELIXIME ACTIONS EURO                250000         0    250000
DE*    FCP ETHIS VALEURS                        81500         0     81500
DE*    FCP ETHIS VITALITE                       26900         0     26900
DE*    FCP EUROCAP 50                          201445         0    201445
DE*    FCP GIALLO                              100000         0    100000
DE*    FCP GUENEGAUD REVENUS                    50000         0     50000
DE*    FCP MISTRAL                              88230         0     88230
DE*    FCP MULTIPAR SOLIDAIRE                   13163         0     13163
DE*    FCP NATIO FDS ATHENES                  3576533         0   3576533
DE*    FCP NATIO FDS BLAVET                    599758         0    599758
DE*    FCP NATIO FDS CPTS                       15000         0     15000
DE*    FCP NATIO FDS FLEUR                     192337         0    192337
DE*    FCP NATIO FDS FLEUR DY                  298198         0    298198
DE*    FCP NATIO FDS FLEUR EQ                   35558         0     35558
DE*    FCP NATIO FONDS JOFFRE                   12000         0     12000
DE*    FCP NF GALILEE                          218776         0    218776
DE*    FCP OBJECTIF PLUS                        20000         0     20000
DE*    FCP PARIBAS ORLEANS                      15000         0     15000
DE*    FCP PARJET DYNAMIQUE                     20000         0     20000
DE*    FCP PRADO                                60900         0     60900
DE*    FCP PRADO ACTION                        854000         0    854000
DE*    FCP SELINGA INVEST.                      22000         0     22000
DE*    FCP UAPCOMPT EUROPE                     294500         0    294500
DE*    FCPE BMS ACTIONS                         58290         0     58290
DE*    FCPE DIVERSIMONDE                       237086         0    237086
DE*    FCPE EQUILIB SOLIDARITE                  67800         0     67800
DE*    FCPE EXPAN SOLIDARITE                    45300         0     45300
DE*    FCPE FDS DIVERSIF.TEL 1                  26029         0     26029
DE*    FCPE GPE FORD FR.BNP DIV ND              63752         0     63752
DE*    FCPE HORIZON SOLID.AUDAC                  8583         0      8583
DE*    FCPE HORIZON SOLID.CROIS                  5000         0      5000
                                   Page 39
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FCPE KONE INVESTISSEMENT                  70965         0     70965
DE*    FCPE MASTERFOODS                         126220         0    126220
DE*    FCPE MULTIPAR ACTIONS                    183151         0    183151
DE*    FCPE SAUR EPARGNE                         45892         0     45892
DE*    FCPE TOTAL 5000                          500000         0    500000
DE*    FDF FRANCE B BNPPAM                       92895         0     92895
DE*    FORD OF CANADA MASTER TRUST FUND         211331         0    211331
DE*    FORD UAW HOLDINGS LLC SSGA               702240         0    702240
DE*    FORTRESS INTERNATIONAL EQUITY PART        46266         0     46266
DE*    FRIENDS FIDUCIARY CORPORATION             55830         0     55830
DE*    GARD COMMON CONTRACTUAL FUND             380572         0    380572
DE*    GLAXOSMITHKLINE MASTER RETIREMENT        454710         0    454710
DE*    HARRY & JEANETTE WEINBERG FOUNDATI        56934         0     56934
DE*    HENRY J KAISER FAMILY FOUNDATION          18423         0     18423
DE*    HONG KONG SPECIAL ADMIN EXCHANGE F      1889986         0   1889986
DE*    IDAHO PUBLIC EMPLOYEE RET SYSTEM         801990         0    801990
DE*    INTERMOUNTAIN HEALTH CARE PENS. PL       206400         0    206400
DE*    INTERMOUNTAIN HEATLHCARE RET WELF         27900         0     27900
DE*    INTL TRANSPORT CORP RETIREE HEALTH        82096         0     82096
DE*    INTL TRUCK ENGINE CORP RETIREMENT        199645         0    199645
DE*    JAPAN TRUSTEE SERVICES BANK INV FD      5402700         0   5402700
DE*    JOYCE FOUNDATION                          35470         0     35470
DE*    LABEL EUROPE ACTIONS FCP                  90665         0     90665
DE*    LOCKHEED MARTIN CORP MASTER RETIRE       488589         0    488589
DE*    MEADWESTACO CORP MASTER RETIREMENT       221313         0    221313
DE*    MIZUHO TRUST BKG-LUX                      40381         0     40381
DE*    MONDRIAN GLOBAL EQUITY FUND L.P.          15956         0     15956
DE*    MONDRIAN WORLD EX-US EQUITY FUND L       578711         0    578711
DE*    MONT JOIE INVESTISSEMENTS                 37549         0     37549
DE*    NATIONAL PENSIONS RESERVE FUND COM        25070         0     25070
DE*    NATIONAL PENSIONS RESERVE FUND COM       179810         0    179810
DE*    NATIONWIDE LIFE INSURANCE COMPANY         47270         0     47270
DE*    NAV CANADA PENSION PLAN                  535786         0    535786
DE*    NORTHWESTERN UNIVERSITY                   77600         0     77600
DE*    OLD MUTUAL (US) HOLDINGS                   8300         0      8300
DE*    ONTARIO PENSION BOARD                    666616         0    666616
DE*    ONTARIO POWER GENERTION PENS FUND          9434         0      9434
DE*    OPTIMUM INTERNATIONAL FUND                 8024         0      8024
DE*    ORTALGOS INVESTISSEMENT                   25000         0     25000
DE*    PARIBAS CROISSANCE                       169893         0    169893
DE*    PARICLUB IFC DIVERSIFIE                  182637         0    182637
                                   Page 40
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    PARVEST                                17490949         0 17490949
DE*    PARVEST WORLD                            188100         0    188100
DE*    PATRIMOINE PARTENAIRE                     51615         0     51615
DE*    PECO ENERGY CO.SERVICE ANNUITY PLA        25797         0     25797
DE*    PENNSYLV.POWER & LIGHT RETIREM PLA       473442         0    473442
DE*    PG&E POSTRETIR PT & NN BARGAINING         22403         0     22403
DE*    PROMEDICA HEALTH SYSTEM                   55378         0     55378
DE*    PROVIDENCE HEALTH SYSTEM                 414400         0    414400
DE*    PSEG NUCLEAR LLC                          80129         0     80129
DE*    PUBLIC EMPLOYEE RET.SYSTEM OF IDAH      1237347         0   1237347
DE*    R.K. MELLON INTERNATIONAL FUND           109307         0    109307
DE*    RAYTHEON COMP MASTER PENSION TRUST         9669         0      9669
DE*    REFORM PENSION ROAD                       20074         0     20074
DE*    SAINT CHRISTOPHE PREVOYANCE               61000         0     61000
DE*    SAN DIEGO COUNTY EMPL RETIREMENT A       891760         0    891760
DE*    SAN DIEGO GAS & ELECTRIC CO NUCLEA        44535         0     44535
DE*    SANTA BARBARA COUNTY EMPLOYEES RET       143100         0    143100
DE*    SEMPRA ENERGY PENSION MASTER TRUST       239303         0    239303
DE*    SICAV AXA EUROPE ACTIONS                1813000         0   1813000
DE*    SICAV AXA VALEURS EURO                  9100000         0   9100000
DE*    SIERRA PACIFIC RESOURCES RET.PLAN        138500         0    138500
DE*    SOUTHERN CAL. EDISON RETIREMENT PL       361736         0    361736
DE*    SOUTHERN CALIFORNIA EDISON RET PLA       144415         0    144415
DE*    STATE OF WISCONSIN INVESTMENT BOAR      1088309         0   1088309
DE*    STICHTING PENSIOENFONDS AKZO NOBEL       150000         0    150000
DE*    SYRACUSE UNIVERSITY                         800         0       800
DE*    TD EUROPEAN GROWTH FUND                  189200         0    189200
DE*    TD INTERNATIONAL INDEX FUND               20384         0     20384
DE*    THE NORBORD POOLED FUND TRUST FUND        90698         0     90698
DE*    THE PHILIPPE FUND INTERNATIONAL EQ        85153         0     85153
DE*    THE TIMKEN CO. COLLECTIVE INVEST.        144350         0    144350
DE*    THYSSENKRUPP BUDD COMPANY MASTER T        44700         0     44700
DE*    TREASURER OF STATE OF N.C.EQ INV F       642500         0    642500
DE*    TREDJE AP-FONDEN                        2112890         0   2112890
DE*    TT INTL INVESTMENT TRUST                1321157         0   1321157
DE*    TXSHO SASKATCHEWAN HEALTHCARE EMPL         5111         0      5111
DE*    UBS AG - OMNIBUS NON RESIDENT            146727         0    146727
DE*    UFCW UNIONS & FOOD EMPLOYERS PLAN         22752         0     22752
DE*    UNION PACIFIC CORP.MASTER RET.TRUS       121570         0    121570
DE*    UNIVERSITY OF ILLINOIS                   121876         0    121876
DE*    UPMC HEALTH SYSTEM BASIC RETIR PLA        83354         0     83354
                                   Page 41
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.01.58

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Allocation of the net profit of the year


                                   IN FAVOUR
       Surname/Name                        Total Votes In person By Proxy
   __________________________________________________________________________
DE*     US DEPARTMENT ENERGY OAK RIDGE           100800         0    100800
478     REDONSKE JOHANNES                             0         0         0
DE*     DKV DEUTSCHE KRANKENVERSICHERUNG A     10052160         0 10052160
DE*     EUROPÄISCHE REISEVERSICHERUNG AKTI        73665         0     73665
DE*     HAMBURG-MANNHEIMER SACHVERSICHERUN       404609         0    404609
DE*     HAMBURG-MANNHEIMER VERSICHERUNGS-A    146178012         0 146178012
DE*     MEAG MUNICH ERGO KAPITALANLAGEGESE      2198443         0   2198443
DE*     MÜNCHENER RÜCKVERSICHERUNGS- GESEL    180808880         0 180808880
DE*     VICTORIA LEBENSVERSICHERUNG-AKTIEN     13446162         0 13446162
DE*     VICTORIA VERSICHERUNG AG                4350690         0   4350690
72      VALLE MARCO ANTONELLO                         0         0         0
DE*     ALLIANZ GLOBAL INVESTORS ITALIA SG      7000000         0   7000000
92      CHIACCHIARARELLI FABRIZIO                  1565      1565         0
   --------------------------------------------------------------------------
Total vote              5.151.731.290
Percentage of voters% 99,839953
Percentage of Capital% 38,605762




                                             Page 42
08/05/2008 19.09.01   20 SupervRea (IvDer)
UniCredit S.p.A.                                                           8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)



                                            RESULTS OF VOTING


 SubJet :       Long Term Incentive Plan 2008 for Top Management



      52 (*) persons entitled to vote took part in the voting, representing

 4.982.839.725 ordinary shares, equating to 37,340132 %                     of ordinary

 share capital of which 783.708.785 shares were represented in person and

 4.199.130.940 by proxy.

 4.982.839.725 ordinary shares were admitted to voting, corresponding to

 100,000000 % of the shares represented at the meeting.

 The counting of votes produced the following results:
                                                           % of share capital present and entitled
                                                                        to vote %ordinary capital
IN FAVOUR         N.      4.895.109.137          votes equating to    98,239346%     36,682701%

AGAINST           N.      50.636.161             votes equating to     1,016211%       0,379454%
                  ——————————————————
Sub-total              4.945.745.298            votes equating to     99,255556%     37,062156%

ABSTENTIONS N.                28.867.332         votes equating to     0,579335%       0,216324%

NOT VOTING        N.       8.227.095             votes equating to     0,165109%       0,061652%
                  ——————————————————
Sub-total                 37.094.427            votes equating to      0,744444%       0,277976%

                  ——————————————————

Total                     4.982.839.725          votes equating to   100,000000%     37,340132%


(*)NOTE:
There were -23 more people in attendance entitled to vote relative to the
previous count, representing an addintional -1,327517 % of ordinary share
capital.
                                   Page 1
08/05/2008 19.42.22   25 SupervRea (IComX) Shares:1533
HeadCount: 52
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                   AGAINST
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
210    MARBOT MICHEL                                  2         0         2
304    LA VERDE LUCIO                              3000      3000         0
383    ANTOLINI GIOVANNI                          50000     50000         0
388    CASSARA` AGOSTINO                           8126      1321      6805
415    CHIURAZZI LUIGI                            11008     11008         0
416    DE COSMO AMANDA                                0         0         0
**D    PROTEIN                                   225820         0    225820
**D    MORLEY MANAGED FUNDS ICVC MORLEY            6622         0      6622
**D    NATIONAL WESTMINSTER LIFE ASSURANC         14928         0     14928
**D    RBS INVESTMENT FUNDS ICVC BALANCED         62412         0     62412
**D    NORWICH UNION LIFE AUSTRALIA LIMIT        112291         0    112291
**D    NATIONAL WESTMISTER REINSURANCE LT          4008         0      4008
**D    MORLEY INTERNATIONAL FUND                  17553         0     17553
**D    EPARGNE ETHIQUE ACTIONS                    60000         0     60000
**D    SICAV CHOIX SOLIDAIRE                      70000         0     70000
**D    FCP CAPI EUROPE                           223730         0    223730
**D    FEDERIS EPARGNE EQUILIBREE                129000         0    129000
**D    FCP FEDERIS EUROPE ACTIONS               1034400         0   1034400
**D    FCP FEDERIS EURO ACTIONS                 1183000         0   1183000
**D    FCP EURO ETHIQUE INSTITUTIONS             950000         0    950000
**D    FCP FEDERIS IRC ACTIONS                   515600         0    515600
**D    FCP FEDERIS ACT QUATREM                   516100         0    516100
**D    FEDERIS AVENIR EURO-PE                   1838500         0   1838500
**D    FCP MEDERIC ACTION                        659100         0    659100
**D    AVENIR EURO                               700000         0    700000
**D    FCP ACTIONS ISR                          1200000         0   1200000
**D    FCP AG2R EURO ACTIONES                   3800000         0   3800000
**D    UNITED CHURCH OF CANADA PENSION PL        211150         0    211150
**D    BOARD OF TRUST.LELAND STANFORD UNI         78762         0     78762
436    CARDARELLI ANGELO                              0         0         0
**D    LOTHIAN PENSION FUND                      810800         0    810800
**D    FLORIDA RETIREMENT SYSTEM                 217098         0    217098
**D    NOTTINGHAMSHIRE COUNTY COUNCIL PEN        525539         0    525539
**D    SAINT-GOBAIN CORPORATION MASTER TR        206422         0    206422
**D    CREDIT FONCIER DE FRANCE       PICT        88700         0     88700
**D    BANK OF NEW YORK                         4594017         0   4594017
**D    PICTET & CIE (EUROPE) SA                 3534900         0   3534900
**D    WEST YORKSHIRE PENSION FUND              1004000         0   1004000
**D    CAAM AGIRC INDO                            21926         0     21926
**D    CAAM MEDI-ACTIONS                        2100000         0   2100000
**D    CAAM NADAUD FCP                            15479         0     15479
                                    Page 1
08/05/2008 19.42.25   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                   AGAINST
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    CAAM GRD IFC97 ACTIONS EUROPE            150000         0    150000
**D    CAAM OPTALIME                            795460         0    795460
**D    PREDICA ISR MONDE                         36900         0     36900
**D    PFP-ISR                                   25300         0     25300
**D    PREDICA ISR EUROPE                       107278         0    107278
**D    PICTET & CIE BANQUIERS.                  237888         0    237888
**D    WEST MIDLANDS METROPOLITAN AUTHORI          200         0       200
**D    ALLIANZ GLOBAL INVESTORS               11929998         0 11929998
437    DE COSMO LEONARDO                             0         0         0
DE*    1006 FCP CIO                              85000         0     85000
DE*    1434 FCP PAPETERIES DE LAA                 4000         0      4000
DE*    1495 FCP CONTINENTAL                       7200         0      7200
DE*    1515 FCP GERARD PERRIER                    3200         0      3200
DE*    1581 FCP GROUPE BRIAND                     5400         0      5400
DE*    ACM ACTIONS                               38532         0     38532
DE*    ACM ACTIONS PLUS                          45697         0     45697
DE*    BRITISH COLUMBIA INV.MAN.CORPORATI       314376         0    314376
DE*    CARMUT ACTIONS ARBITRAGE                  27700         0     27700
DE*    CIC AVENIR DYNAMIQUE                     175000         0    175000
DE*    CIC AVENIR EQUILIBRE                     127500         0    127500
DE*    CIC EPARGNE DYNAMIQUE                    100000         0    100000
DE*    CIC EPARGNE EQUILIBRE                    100000         0    100000
DE*    CIC FERTILE EQUILIBRE                    200000         0    200000
DE*    CM ALLIANCE                                4000         0      4000
DE*    CM EUROPE ACTIONS                        665555         0    665555
DE*    CM PART ACTIONS EUROPE                    31000         0     31000
DE*    ESPOIR FCP                                 1600         0      1600
DE*    FCP CAPSUGEL                              16000         0     16000
DE*    FCP CIC EUROLEADERS                     2215332         0   2215332
DE*    FCP CITIBANK                               7300         0      7300
DE*    FCP CM ACTIONS EURO                     2033066         0   2033066
DE*    FCP DEGUSSA DYNAMIQUE                     15000         0     15000
DE*    FCP DEGUSSA MIXTE                          3800         0      3800
DE*    FCP EUROP ASSISTANCE DIVERSIFIE           15000         0     15000
DE*    FCP HENKEL DIVERSIFIE N 1                  9000         0      9000
DE*    FCP HOWMET DIVERSIFIE                      3200         0      3200
DE*    FCP LANSON INTERNATIONAL                   2400         0      2400
DE*    FCP MGE DYNAMIQUE EURO                    72000         0     72000
DE*    FCP NORDON INDUSTRIES                      8000         0      8000
DE*    FCP REXEL                                  2000         0      2000
DE*    FCP SCHERING SA DIVERSIFIE                    1         0         1
                                    Page 2
08/05/2008 19.42.25   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                   AGAINST
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FCP SCORE ACTIONS                          7000         0      7000
DE*    FCP UNI 1                                110000         0    110000
DE*    FCP UNION EUROPE                         840243         0    840243
DE*    FCP UNION EUROPE GROWTH                  369016         0    369016
DE*    FCPE AREVA ACTIONS                       200000         0    200000
DE*    FCPE ROUSSELOT DYNAMIQUE                  10500         0     10500
DE*    FREESCALE DYNAMIQUE                        8000         0      8000
DE*    GP 1 VITALITE                             21000         0     21000
DE*    GP 2 CROISSANCE                           19355         0     19355
DE*    GP 3 MATURITE                              8442         0      8442
DE*    HEINEKEN ENTREPRISE DIVERSIFIE            32000         0     32000
DE*    INTERENDEMENT ACTIONS EUROPE              15000         0     15000
DE*    INTERMUT ACTIONS EUROPE                  120000         0    120000
DE*    JANTZI GLOBAL EQUITY FUND                  4550         0      4550
DE*    MABN N2                                   30000         0     30000
DE*    MONSANTO ACTIONS                          23000         0     23000
DE*    RBC CANADIAN MASTER TRUST                364700         0    364700
DE*    RBC O`SHAUGHNESSY INTL EQUITY FUND      1778479         0   1778479
DE*    ROYAL BANK OF CANADA INVESTMENT MN       190000         0    190000
DE*    SCORE SAINT NICOLAS                       24000         0     24000
DE*    VALORACTIONS                              30000         0     30000
DE*    WEST MIDLANDS PASSENGER TRANSPORT          6000         0      6000
  --------------------------------------------------------------------------
Total vote              50.636.161
Percentage of voters% 1,016211
Percentage of Capital% 0,379454




                                             Page 3
08/05/2008 19.42.25   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                 ABSTENTIONS
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
416    DE COSMO AMANDA                                0         0         0
**D    SGAM                           SGAM      1100000         0   1100000
**D    SGAM                           SGAM      4471040         0   4471040
**D    SGAM                           SIMB       528027         0    528027
**D    SGAM                           ATOM        75150         0     75150
**D    SGAM                           SGAM       682797         0    682797
**D    SGAM                           SGAM       893368         0    893368
**D    SGAM                           SGAM       149811         0    149811
**D    SGAM                           AUDI       406259         0    406259
**D    SGAM                           AVIV        39100         0     39100
**D    SGAM                           IFC          3490         0      3490
**D    SGAM                           FCP          9010         0      9010
**D    SGAM                           SOFR         2963         0      2963
**D    NESTLE FRANCE                              49500         0     49500
**D    3M FRANCE                                  16209         0     16209
**D    SA ANDROS                                  16210         0     16210
**D    MERIDIEN EQUILIBRE                          1443         0      1443
**D    GROUPE POMONA                              25895         0     25895
**D    CHARLES ANDRE                              10467         0     10467
**D    BIB PRUDENCE                               14195         0     14195
**D    A.C. NIELSEN COMPANY                        2080         0      2080
**D    STAUBLI 80/20 SGAM                          7941         0      7941
**D    DANONE DYNAMIQUE                           33370         0     33370
**D    HOLCIM EQUILIBRE                            7256         0      7256
**D    ARMAND THIERY SAS                           9192         0      9192
**D    SGAM                           ASTR        12916         0     12916
**D    PINAULT BOIS ET MATERIAUX                   1336         0      1336
**D    GROUPE ASSYSTEM FONDS A                     4640         0      4640
**D    D.C.F. 1 DYNAMIQUE                          9966         0      9966
**D    TOTAL DIVERSIFIE A DOMINANTE O             29332         0     29332
**D    FNAC EQUILIBRE                              3285         0      3285
**D    GROUPE CEGID                                 985         0       985
**D    ELIS                                        4845         0      4845
**D    HOLCIM AUDACE                               1521         0      1521
**D    STAUBLI 50/50 SGAM                          4574         0      4574
**D    LABORATOIRES GLAXOSMITHKLINE GSK           42392         0     42392
**D    SOCIETE GENERALE FONDS A OBLIGSG F          3790         0      3790
**D    SOCIETE GENERALE FONDS A OBLIGSG F         68200         0     68200
**D    SOCIETE GENERALE FONDS A OBLIGSG F         84720         0     84720
**D    EURO VL SA SGAM                FCP         29000         0     29000
**D    EURO VL SA SGAM                INVE        13000         0     13000
                                    Page 4
08/05/2008 19.42.25   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                 ABSTENTIONS
      Surname/Name                          Total Votes In person By Proxy
  __________________________________________________________________________
**D    EURO VL SA SGAM                ATM           2100         0      2100
**D    SGAM                           FCP          10000         0     10000
**D    EURO VL SA SGAM                INVE          3500         0      3500
**D    EURO NAV SA SG                 GEST        253900         0    253900
**D    MORGAN STANLEY GALAXY FUND                  56000         0     56000
**D    MORGAN STANLEY SICAV                        88902         0     88902
**D    JTSB LIMITED AS TRUSTEE FOR MITSUI           7951         0      7951
436    CARDARELLI ANGELO                               0         0         0
**D    AIR CANADA PENSION TRUST FUND               54191         0     54191
**D    AIR CANADA                                   7266         0      7266
**D    FLORIDA RETIREMENT SYSTEM                 2662571         0   2662571
**D    THE CALIFORNAI ENDOWMENT                    13852         0     13852
**D    PENS.PLAN RETIR.OFF.SALVATION ARMY          55220         0     55220
**D    THE SALVATION ARMY                         212880         0    212880
**D    HONEYWELL INT INC MASTER RETIR TRU         822610         0    822610
**D    TEXAS MUTUAL INSURANCE COMPANY             546310         0    546310
**D    CITY OF AUSTIN EMPLOYEES RETIR SYS         386370         0    386370
**D    NIPSCO MASTER TRUST                        139940         0    139940
**D    A I DUPONT TESTAMENTARY TRUST              535740         0    535740
**D    HOSPITALS ONTARIO PENSION PLAN FUN        1044940         0   1044940
**D    JANTZI BALANCED FUND                         4500         0      4500
**D    SPRUCEGROVE SPECIAL GLOBAL POOLED          629017         0    629017
**D    SPRUCEGROVE INTL POOLED FUND              4469829         0   4469829
**D    AURION INTERNATIONAL DAILY EQUITY           28477         0     28477
**D    BJC GROUP PENSION TRUST                     26330         0     26330
**D    BJC HEALTH SYSTEM                           19140         0     19140
**D    CARGILL INC AND ASSOCIATED COS     M         3830         0      3830
**D    THE JOHNS HOPKINS UNIVERSITY               233710         0    233710
**D    NORTH SLOPE BOROUGH                        105623         0    105623
**D    PRINCE GEORGES COUNTY POLICE PENSI           6825         0      6825
**D    VERMONT PENSION INVESTMENT COMMITT         586450         0    586450
**D    CITY OF NEW YORK GROUP TRUST              2847824         0   2847824
**D    GOLDMAN SACHS GMS INTERNATIONAL EQ         605960         0    605960
**D    GOLDMAN SACHS GMS INTERNATIONAL EQ         973150         0    973150
**D    THE SPRUCEGROVE DELAWARE TRUST            1915630         0   1915630
**D    NATIONAL ELEVATOR INDUSTRY PENSION         219133         0    219133
**D    INTERLOCAL PENS FD GEOPGR COMM INT           9774         0      9774
**D    GMI INVESTMENT TRUST                       218494         0    218494
**D    IBEW LOCAL 269 PENSION FUND                 27000         0     27000
**D    GENERAL CONFERENCE CORPORATION OF           66420         0     66420
**D    CENTRAL LABORERS PENSION FUND               95886         0     95886
                                    Page 5
08/05/2008 19.42.26   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                 ABSTENTIONS
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    IUOE LOCALS 302 612 - EMPLOYERS CO          812         0       812
  --------------------------------------------------------------------------
Total vote             28.867.332
Percentage of voters% 0,579335
Percentage of Capital% 0,216324




                                             Page 6
08/05/2008 19.42.26   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  NOT VOTING
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
250    BERTOLDO CARLO                            11000      9000      2000
274    RODINO` DEMETRIO                             61        61         0
293    ROSSI AGOSTINO                             1428      1428         0
377    RICCI ANDREA                               4200         0      4200
385    PEDERSOLI LANFRANCO                        1098      1098         0
392    CASTELLANI MARIA PIA                          5         5         0
417    ROSANIA ELMAN                             79031         0     79031
426    PAPA FRANCESCANTONIO                      25910         0     25910
430    GALANTUCCI SERGIO                          2120      2120         0
436    CARDARELLI ANGELO                             0         0         0
**D    HSBC SECURITIES SERVICES (LUXEMBOU        72448         0     72448
**D    CACEIS BANK                             1512946         0   1512946
**D    KAS DEPOSITARY TRUST COMPANY            5406002         0   5406002
**D    PICTET & CIE BANQUIERS                    14790         0     14790
**D    FONDS DE RESERVE POUR LES RETRAITE      1089886         0   1089886
486    POTENZA DONATO                             6170      6170         0
  --------------------------------------------------------------------------
Total vote              8.227.095
Percentage of voters% 0,165109
Percentage of Capital% 0,061652




                                             Page 8
08/05/2008 19.42.27   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
100    DI SANTO DAVIDE                               0         0         0
DE*    A.A. - BNP PAM -ISR                      116286         0    116286
DE*    AA SARASIN ISR                            80000         0     80000
DE*    ACCIDENT COMPENSATION CORPORATION        189576         0    189576
DE*    ADVANTAGE FUNDS,INC-DREYFUS PREMIE       561700         0    561700
DE*    AFFINITY HEALTH SYSTEM                     9190         0      9190
DE*    AGIRC F 1                                112000         0    112000
DE*    ALABAMA PREPAID AFFORDABLE COLLEGE       118700         0    118700
DE*    ALASKA PERMANENT FUND CORP.             1551916         0   1551916
DE*    AMALGAMATED BANK                           4093         0      4093
DE*    ASSETMARK INTERNATIONAL EQUITY FUN       950800         0    950800
DE*    ASTRAZENECA PENSIONS TRUSTEE LIMIT       201110         0    201110
DE*    AVA EUROPE 4                             271700         0    271700
DE*    AXA BELGIUM S.A.                         847670         0    847670
DE*    AXA DAEVA                                 68990         0     68990
DE*    AXA EQUITY K                              11200         0     11200
DE*    AXA EQUITY L                               9000         0      9000
DE*    AXA EQUITY S                              67200         0     67200
DE*    AXA LEBENSVERSICHERUNG AG               1117000         0   1117000
DE*    AXA VERSICHERUNG AG                     1117000         0   1117000
DE*    BAKER HUGHES INC MASTER TRUST            113858         0    113858
DE*    BANK OF NEW YORK                          37854         0     37854
DE*    BARCLAYS GLOBAL INVESTORS PENSIONS      5268676         0   5268676
DE*    BARCLAYS LIFE ASSURANCE COMPANY LT      1532121         0   1532121
DE*    BELEGGINGSFONDS BELCENA                   27813         0     27813
DE*    BGI INDEX SELECTION FUND                  79317         0     79317
DE*    BLUE CROSS & SHIELD ASS RET BEN TS        47500         0     47500
DE*    BNZ INVESTMENT MANAGEMENT LTD AS T        72958         0     72958
DE*    BUENA VISTA UNIVERSITY                    49441         0     49441
DE*    CACEIS BANK                            11384192         0 11384192
DE*    CITY OF NEW YORK GROUP TRUST             805114         0    805114
DE*    CITY OF REGINA CIVIC SUPER BENEFIT       352761         0    352761
DE*    CITY OF REGINA POLICE PENSION PLAN        75470         0     75470
DE*    COLD SPRING HARBOR LABORATORY             19900         0     19900
DE*    COLUMBIA/HCA HEALTHCARE CORPORATIO       375584         0    375584
DE*    CUMMINS ENGINE CO & AFFILIATES COL        73950         0     73950
DE*    DAILY M&G TRUST SENIOR EXECUTIVES         96167         0     96167
DE*    DESERET MUTUAL MASTER RETIREMENT P       360100         0    360100
DE*    DETROIT MEDICAL CENTER                   134406         0    134406
DE*    DMC INSURANCE CO LTD                      14352         0     14352
DE*    DREYFUS VARIABILE INV FUND-INTL VA       192240         0    192240
                                    Page 9
08/05/2008 19.42.27   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    EAFE INTL INDEX PORTF SUMMIT MUTUA        79288         0     79288
DE*    EMPLOYEES` RETIREMENT SYSTEM OF TH       453000         0    453000
DE*    ENVIRONMENT AGENCY ACTIVE FUND            61196         0     61196
DE*    ERZBISTUM PADERBORN                       50960         0     50960
DE*    FIDELITY INSTITUTIONAL PANEUROPEAN      1633663         0   1633663
DE*    FIDELITY INVESTMENT FUND EUROPEAN       2880250         0   2880250
DE*    FIDELITY MANAGED INTERNATIONAL FUN       871050         0    871050
DE*    FIDELITY MONEYBUILDER GROWTH FUND        690950         0    690950
DE*    FONDOR                                     3058         0      3058
DE*    FORD FOUNDATION                         1444370         0   1444370
DE*    FRANKLIN TEMPLETON GROWTH FUND          1194632         0   1194632
DE*    FRANKLIN TEMPLETON INTERNATIONAL T       698000         0    698000
DE*    FRANKLIN TEMPLETON INVESTIMENT FUN        25433         0     25433
DE*    FRANKLIN TEMPLETON INVESTMENT FUND     24674514         0 24674514
DE*    FRANKLIN TEMPLETON TAX CLASS CORP.       113730         0    113730
DE*    FRANKLIN TEMPLETON VARIABLE INSURA      6063647         0   6063647
DE*    FRONTEGRA FUNDS INC-FRONTEGRA NEW        749199         0    749199
DE*    GAMLA LIVFORSAKRINGS AB SEB TRYGG        419744         0    419744
DE*    GE ASSET MANAGEMENT COMMON CONTRA       1039642         0   1039642
DE*    GE ASSET MANAGEMENT COMMON CONTRAC       479844         0    479844
DE*    GMO FUNDS PLC                              1362         0      1362
DE*    GOLDMAN SACHS GMS INTERNATIONAL EQ       969100         0    969100
DE*    H R K INVESTMENT L.L.P.                   50294         0     50294
DE*    H.E.S.T. AUSTRALIA LIMITED               356677         0    356677
DE*    INDEPENDENCE 2010 EXCHANGE TRADE F         2597         0      2597
DE*    INDEPENDENCE 2020 EXCHANGE TRADED          8571         0      8571
DE*    INDEPENDENCE 2030 EXCHANGE TRADED          7110         0      7110
DE*    INDEPENDENCE 2040 EXCHANGE TRADED         10844         0     10844
DE*    INDEPENDENCE IN-TARGET EXCHANGE TR          428         0       428
DE*    ING INTERNATIONAL CAPITAL APPRECIA       331809         0    331809
DE*    ING RENDEMENT EUROPE                     658000         0    658000
DE*    ING TEMPLETON FOREIGN EQUITY PORTF       589891         0    589891
DE*    INTECH INTERNATIONAL SHARES HIGH H        66851         0     66851
DE*    INTERNATIONAL EQUITY FUND                 80317         0     80317
DE*    ITT SALARIED INVESTMENT AND SAVING         4900         0      4900
DE*    JOHN LEWIS PARTNERSHIP PENSIONS TR       480345         0    480345
DE*    JPMORGAN CHASE BANK                       32113         0     32113
DE*    KAS DEPOSITARY TRUST COMPANY            8728079         0   8728079
DE*    KUWAIT FUND FOR ARAB ECONOMIC DEVE       180000         0    180000
DE*    LA-Z-BOY INC MASTER RETIRE SAVING         20556         0     20556
DE*    LES ASSURES REUNIS S.A.                    8000         0      8000
                                   Page 10
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    LKCM INTERNATIONAL FUND                  311793         0    311793
DE*    MARKS AND SPENCER WORLDWIDE MANAGE       122716         0    122716
DE*    MENNONITE EDUCATION AGENCY INC            46000         0     46000
DE*    MERCANTILE SAFE DEPOSIT TR.GLOBAL          5120         0      5120
DE*    MERCHANT INVESTORS ASSURANCE COMPA       216462         0    216462
DE*    MINISTRY OF DEFENCE PENSION FUND         116900         0    116900
DE*    MISSOURI LOCAL GOV.EMPL.RETIR.SYST       395409         0    395409
DE*    MMA PRAXIS INTERNATIONAL FUNDS           192164         0    192164
DE*    MONDRIAN WORLD EX-US EQUITY FUND L       156559         0    156559
DE*    MONSANTO COMPANY MASTER TRUST             94094         0     94094
DE*    MONSANTO PENSION PLAN                    101732         0    101732
DE*    MONTGOMERY COUNTY EMPLOYEES` RETIR       166800         0    166800
DE*    MTB INTERNATIONAL EQUITY FUND             33898         0     33898
DE*    NATIONALNOMINEES LTD SUB A/C AA/AA       126000         0    126000
DE*    NATIONWIDE MUTUAL INSURANCE COMPAN        11838         0     11838
DE*    NEW STAR EUROPEAN LEADERS FUND NEW        71800         0     71800
DE*    NIKKO MELLON GLOBAL MARKET FUND ME        21050         0     21050
DE*    NIKKO MELLON GLOBAL TRI-ASSET FUND       240140         0    240140
DE*    NON US EQUITY MANAGERS PORTFOLIO 5       515792         0    515792
DE*    NORTERN MARIANA ISLAND REITIREMENT       101747         0    101747
DE*    NORTH DAKOTA STATE INVESTMENT BOAR       256685         0    256685
DE*    NORWICH UNION MANAGER OF MANAGER I       204576         0    204576
DE*    OLD MUTUAL INTERNATIONAL EQUITY FU       172700         0    172700
DE*    OM ANALYTIC GLOBAL DEFENSIVE EQUIT         4847         0      4847
DE*    PEPCO HOLDINGS RETIREMENT PLAN TRU        87420         0     87420
DE*    PERSONALVORSO DER PFIZER AG               23724         0     23724
DE*    PICTET NON-US EQUITY                     786716         0    786716
DE*    POWERSHARES FTSE RAFI DEVELOPED MA        40855         0     40855
DE*    POWERSHARES GLOBALFUNDS IRELAND PU       151216         0    151216
DE*    PS DYNAMIC QSG DEVELOP INT OPP POR        41131         0     41131
DE*    PS DYNAMIC QSG EUROPE PORTFOLIO            5226         0      5226
DE*    PS FTSE RAFI EUROPE PORTFOLIO              7009         0      7009
DE*    PUBLIC SECTOR SUPERANNUATION SCHEM       214260         0    214260
DE*    PUBLIX SUPER MARKETS,INC                  27600         0     27600
DE*    R C ARCHDIOCESE OF INDIANAPOLIS           77229         0     77229
DE*    ROCKEFELLER CO. INC                      508726         0    508726
DE*    SANDIA CORPORATION PENSIONS PLANS        362150         0    362150
DE*    SANLAM UNIVERSAL FUNDS PUBLIC LTD        628400         0    628400
DE*    SARASIN ACTIONS EURO ISR                  95000         0     95000
DE*    SARASIN EUROPE EXPANSION DURABLE S       150000         0    150000
DE*    SAS TRUSTEE CORPORATION                  746266         0    746266
                                   Page 11
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SEWARD PROSSER MELLON                     43585         0     43585
DE*    SIERRA/TEMPLETON INTERNATIONAL EQU       148574         0    148574
DE*    STATE UNIVERSITIES RETIREMENT SYST       533439         0    533439
DE*    STATE UNIVERSITY OF NEW YORK             120775         0    120775
DE*    STICHTING PENSIOENFONDS CAMPINA          163510         0    163510
DE*    TEMPLETON EUROPEAN FUND                   32260         0     32260
DE*    TEMPLETON EXEMPT TRUST                    44040         0     44040
DE*    TEMPLETON FOREIGN EQUITY SERIES         9667066         0   9667066
DE*    TEMPLETON FOREIGN FUND                 32208027         0 32208027
DE*    TEMPLETON FOREIGN SECURITIES FUND       8344507         0   8344507
DE*    TEMPLETON GLOBAL BALANCED FUND            52536         0     52536
DE*    TEMPLETON GLOBAL GROWTH FUND             257517         0    257517
DE*    TEMPLETON GLOBAL GROWTH FUND LTD         382421         0    382421
DE*    TEMPLETON GLOBAL INCOME FUND             238519         0    238519
DE*    TEMPLETON GLOBAL INCOME FUND II LT        13404         0     13404
DE*    TEMPLETON GLOBAL INVESTMENT TRUST       1885281         0   1885281
DE*    TEMPLETON GLOBAL OPPORTUNITIES TRU      1545960         0   1545960
DE*    TEMPLETON GLOBAL STOCK TRUST             230968         0    230968
DE*    TEMPLETON GROWTH FUND II LIMITED          75000         0     75000
DE*    TEMPLETON GROWTH FUND INC              65000000         0 65000000
DE*    TEMPLETON GROWTH FUND, LTD              7440800         0   7440800
DE*    TEMPLETON INSTITUTIONAL FUNDS GLOB        71505         0     71505
DE*    TEMPLETON INTERNATIONAL FOREIGN FU      1068053         0   1068053
DE*    TEMPLETON INTERNATIONAL STOCK FUND      4371494         0   4371494
DE*    TEMPLETON INTERNATIONAL STOCK TRUS       524012         0    524012
DE*    TEMPLETON MANAGEMENT LTD AS MANAGE      1100095         0   1100095
DE*    TEMPLETON MANAGEMENT LTD AS MANAGE       836981         0    836981
DE*    TEMPLETON MASTER TRUST SERIES 1          469384         0    469384
DE*    TEMPLETON MASTER TRUST SERIES 2          146576         0    146576
DE*    TEMPLETON MASTER TRUST SERIES 6           29605         0     29605
DE*    TESCO PLC                               1116009         0   1116009
DE*    THE CHANCELLOR,MASTERS AND SCHOLAR       330816         0    330816
DE*    THE DUN AND BRADTSTREET CORPORATIO       112583         0    112583
DE*    THE FRIST FOUNDATION                      35520         0     35520
DE*    THE HENRY SMITH CHARITY                   99077         0     99077
DE*    THE INDEPENDENT ORDER OF FORESTERS       247193         0    247193
DE*    THE NEW YORK TIMES CO. PENSION TRU       136436         0    136436
DE*    THE PEARSON GROUP PENSION PLAN           148946         0    148946
DE*    THE PUBLIC TRUSTEE AS TRUSTEE FOR        191012         0    191012
DE*    THE ROYAL BANK OF SCOTLAND PLC AS        251400         0    251400
DE*    TRANSIT MANAGEM OF SOUTHEAST LOUIS        18119         0     18119
                                   Page 12
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    TRUST AND CUSTODY SERVICES LIMITED       917433         0    917433
DE*    UFCW CA 100 JT PEN HANSBERGER GEA        179419         0    179419
DE*    UFCW LOCAL 56 RETAIL MEAT PENSION         51878         0     51878
DE*    UNIVERSITY OF PUERTO RICO RETIREME       120000         0    120000
DE*    US BANK/PORTFOLIO 21/19-7002             370000         0    370000
DE*    US DEPARTMENT ENERGY OAK RIDGE           234482         0    234482
DE*    WELLS FARGO BANK N.A.                     39600         0     39600
DE*    WESTERN PENNSYLVANIA TEAMSTERS AND       273438         0    273438
DE*    WINTERTHUR EUROPE ASSURANCES              80000         0     80000
DE*    WISDOMTREE DIEFA                         406220         0    406220
DE*    WISDOMTREE DIEFA HIGH YIELDING EQU       439600         0    439600
DE*    WISDOMTREE EUROPE HIGH-YIELDING EQ        97312         0     97312
DE*    WISDOMTREE EUROPE TOTAL DIVIDEND F        53996         0     53996
DE*    WISDOMTREE INTERNATIONAL FINANCIAL        66433         0     66433
DE*    WISDOMTREE INTERNATIONAL LARGECAP        204207         0    204207
107    PIACENTINI PAOLA                              0         0         0
DE*    FRANCO TOSI SRL                         7231104         0   7231104
DE*    ITALMOBILIARE SPA                      20000000         0 20000000
DE*    ITALMOBILIARE SPA                      56060269         0 56060269
123    CAPONI EUGENIO                                0         0         0
DE*    CASSA DI RISPARMIO DI TRIESTE - FO     43244792         0 43244792
DE*    FONDAZIONE CASSA DI RISPARMIO DI V    644382453         0 644382453
148    GARDINA ALMA PIA                         103118    103118         0
149    CANDELA CIRO                              22149     22149         0
150    BRUGOLA CESARE                                0         0         0
DE*    AVIVA INSURANCE LTD                     1847500         0   1847500
DE*    AVIVA INTERNATIONAL INSURANCE LTD      93414164         0 93414164
RL*    AVIVA LIFE SPA                           255901    255901         0
DE*    NORWICH UNION OVERSEAS HOLDING LIM     42540280         0 42540280
164    BELLUZZI GIOVANNI                             0         0         0
RL*    CARIMONTE HOLDING SPA                 447117993 447117993         0
DE*    FONDAZIONE MONTE DI BOLOGNA E RAVE       199500         0    199500
208    BOCCARDO SILVIO                               0         0         0
DE*    FONDAZIONE CASSA DI RISPARMIO DI T    510977185         0 510977185
DE*    PERSEO SPA                             45167000         0 45167000
227    EGIDI DANIELE                                 0         0         0
DE*    AARGAUISCHE PENSIONSKASSE                250000         0    250000
DE*    ABBEY LIFE ASSURANCE COMPANY LIMIT      3532471         0   3532471
DE*    ABITIBI-CONSOLIDATED MASTER TRUST        176291         0    176291
DE*    ABN AMRO FUNDS                           129837         0    129837
DE*    ABR EUROPE MASTER TRUST FUND             548958         0    548958
                                   Page 13
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    AEGON TRANSAMERICA SERIES TRUST -        491147         0    491147
DE*    AGF SUPPORT EURO                          87500         0     87500
DE*    AIC LIMITED                             1539140         0   1539140
DE*    ALAMEDA COUNTY EMPLOYEES` RETIREME       949405         0    949405
DE*    AMERICAN AIRLINES INC., MASTER FIX      1765122         0   1765122
DE*    AMERICAN AIRLINES INC., PILOTS RET      1445919         0   1445919
DE*    AMERICAN LEGACY FOUNDATION                31300         0     31300
DE*    ARCHDIOCESE OF PHILADELPHIA               81600         0     81600
DE*    AUSTIN FIRE FIGHTERS RELIEF AND RE       209500         0    209500
DE*    AXA WORLD FUNDS                         9956357         0   9956357
DE*    BAERUM KOMMUNE                            53689         0     53689
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       132420         0    132420
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       203806         0    203806
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT      5741112         0   5741112
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       648223         0    648223
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       429072         0    429072
DE*    BECHTEL TRUST AND THRIFT PLAN BECO      1214520         0   1214520
DE*    BELL ALIANT - PICTET ASST MEGMT          365959         0    365959
DE*    BELLSOUTH CORPORATION REPRESENTABL       140811         0    140811
DE*    BILL AND MELINDA GATES FOUNDATION        271800         0    271800
DE*    BIMCOR OVERSEAS POOLED FUND              148078         0    148078
DE*    BNP PAM ASSET MANAGEMENT                 157732         0    157732
DE*    BOARD OF TRUST.LELAND STANFORD UNI         9400         0      9400
DE*    BP PENSION FUND                         4561854         0   4561854
DE*    BRITISH AIRWAYS PENSIONS TRUSTEES         65432         0     65432
DE*    BRUNEI INVESTMENT AGENCY                4231984         0   4231984
DE*    CALIFORNIA PUBLIC EMPLOYEES RETIRE       387226         0    387226
DE*    CALIFORNIA STATE TEACHERS RETIREME      6861862         0   6861862
DE*    CANADIAN BROADCASTING CORPORATION        319024         0    319024
DE*    CAPITA TRUST COMPANY (JERSEY) LIMI       197677         0    197677
DE*    CARDIF ASSURANCE RISQUES DIVERS          182400         0    182400
DE*    CARDIF ASSURANCE VIE                   10342980         0 10342980
DE*    CASE WESTERN RESERVE UNIVERSITY           33396         0     33396
DE*    CATHOLIC HEALTHCARE PARTNERS RETIR       151350         0    151350
DE*    CATHOLIC UNITED INVESTMENT TRUST         403636         0    403636
DE*    CELANESE AMERICAS RETIREMENT PENSI       295960         0    295960
DE*    CENTRAL PENSION FUND OF THE INTERN       378592         0    378592
DE*    CI CORPORATE CLASS LTD                    47409         0     47409
DE*    COCA-COLA ENTERPRISES MASTER TRUST       203500         0    203500
DE*    COLUMBIA MULTI-ADVISOR INTERNATION      2425383         0   2425383
DE*    COMMON FUND INSTITUTIONAL INTERNAT       117678         0    117678
                                   Page 14
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    COMMON TRUST ITALY FUND                 7558901         0   7558901
DE*    CONAGRA FOODS RETIREMENT INCOME SA       447964         0    447964
DE*    DAIMLER CHRYSLER CORPORATION PENSI      2344726         0   2344726
DE*    DB PLATINIUM IV                          268162         0    268162
DE*    DB X-TRACKERS                            327508         0    327508
DE*    DELUXE CORPORATION MASTER RETIREME       197472         0    197472
DE*    DUPONT PENSION TRUST                    5501751         0   5501751
DE*    EDS RETIREMENT PLAN TRUST                681545         0    681545
DE*    ELFUN DIVERSIFIED FUND                   108219         0    108219
DE*    EMORY UNIVERSITY                         184800         0    184800
DE*    EUROPE INDEX PLUS COMMON TRUST FUN      1113678         0   1113678
DE*    FAMILY ASSURANCE FRIENDLY SOCIETY         49370         0     49370
DE*    FAMILY BALANCED TRUST                     41600         0     41600
DE*    FAMILY REGENCY UNIT TRUST                 22000         0     22000
DE*    FEDERATION OF NATIONAL PUBLIC SERV       248221         0    248221
DE*    FIFTH STREET STATION LLC                 101563         0    101563
DE*    FRESNO COUNTY EMPLOYEES` RETIREMEN       572888         0    572888
DE*    GE ASSET MANAGEMENT CANADA FUND -        130264         0    130264
DE*    GE ASSET MANAGEMENT TRUST - GLOBAL       190494         0    190494
DE*    GE INVESTMENT INTERNATIONAL FUND         498054         0    498054
DE*    GENERAL ELECTRIC PENSION TRUST         16466363         0 16466363
DE*    GENERAL MOTORS CANADA FOREIGN TRUS       612559         0    612559
DE*    GLOBAL ADVANTAGE FUNDS - MAJOR MAR       166312         0    166312
DE*    GOVERNMENT EMPLOYEES RETIREMENT SY        91201         0     91201
DE*    GREYSTONE EAFE GROWTH FUND              2945153         0   2945153
DE*    HAMILTON HEALTHCARE SYSTEM INC            23778         0     23778
DE*    HANSBERGER INTERNATIONAL                 367916         0    367916
DE*    HARBOR CAPITAL GROUP TRUST FOR DEF       104306         0    104306
DE*    HEXAVEST EUROPE FUND                     505911         0    505911
DE*    IBM SAVINGS PLAN                          82274         0     82274
DE*    IDEX TEMPLETON GREAT COMP GLOBAL         173709         0    173709
DE*    ILLINOIS STATE BOARD OF INVESTMENT       671407         0    671407
DE*    INSTITUTIONAL MANAGED INTL EQ POOL        48161         0     48161
DE*    INSURANCE CORPORATION OF BRITISH C        48800         0     48800
DE*    INTERNATIONAL ALPHA SELECT TOBACCO        21274         0     21274
DE*    INTERNATIONAL GROWTH OPPORTUNITIES       110647         0    110647
DE*    INTERNATIONAL PAPER COMPANY COMMIN        14136         0     14136
DE*    ISHARES MSCI ACWI INDEX FUND               2954         0      2954
DE*    IUDE LOCALS 302 612 EMPLOYERS CONS         1025         0      1025
DE*    JO HAMBRO CAP MGMT UMBRELLA FD           453000         0    453000
DE*    KBSH EUROPEAN EQUITY FUND                231000         0    231000
                                   Page 15
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    LAY EMPL RET PLAN ARCHDIOCESE PHIL        77300         0     77300
DE*    LODH OPUS EAFE EQUITY POOLED FUND         26000         0     26000
DE*    MANULIFE INTERNATIONAL EQUITY FUND       924369         0    924369
DE*    MANULIFE INTERNATIONAL VAL CL            178187         0    178187
DE*    MAPLE BROWN ABBOTT INTL EQUITY TRU       131100         0    131100
DE*    MARCH LIMITED                             59769         0     59769
DE*    MARKS AND SPENCER PENSION SCHEME         132297         0    132297
DE*    MARYLAND STATE RETIREMENT & PENSIO      1849979         0   1849979
DE*    MERCHANT NAVY OFFICERS PENSION FUN         1800         0      1800
DE*    MERCK & CO INC. MASTER RETIREMENT        189500         0    189500
DE*    MERCK AND CO INC UNION VEBA TRUST         37000         0     37000
DE*    MITCHELLS AND BUTLERS CIF LIMITED        201109         0    201109
DE*    MML FOREIGN FUND                         510306         0    510306
DE*    MONETARY AUTHORITY OF SINGAPORE          251332         0    251332
DE*    MORGAN STANLEY INVESTMENT MANAGEME       120971         0    120971
DE*    MORGAN STANLEY OFFSHORE INTERNATIO      1500713         0   1500713
DE*    MSCI EAFE PROVISIONAL SCREENED IND       103841         0    103841
DE*    MSCI ITALY PROVISIONAL INDEX SECUR      1472795         0   1472795
DE*    MULTI-MANAGER ICVC-MULTI-MANAGER E       167100         0    167100
DE*    NATIONAL PENSIONS RESERVE FUND COM        31355         0     31355
DE*    NBIMC EUROPEAN EQUITY INDEX FD          1620432         0   1620432
DE*    NEW ENGLANDTEAMSTERS AND TRUCKING         82058         0     82058
DE*    NEW STAR EAFE FUND                       513802         0    513802
DE*    NEW STAR GLOBAL EQUITY FUND               20379         0     20379
DE*    NEW STAR INTERNATIONAL EQUITY FUND       314660         0    314660
DE*    NOMURA ASSET MANAGEMENT INSTITUTIO        26210         0     26210
DE*    NT GUERNSEY LTD                          200000         0    200000
DE*    OFFICEMAX PENSION PLAN FOR SALARIE       214209         0    214209
DE*    OMERS ADMINISTRATION CORPORATION        2404227         0   2404227
DE*    ONTARIO TEACHERS PENSION PLAN BOAR      1377510         0   1377510
DE*    ORANGE COUNTY EMPLOYEES RETIREMENT       303100         0    303100
DE*    PENSIONS MANAGEMENT (S.W.F.) LIMIT       412765         0    412765
DE*    PHOENIX WORLDWIDE STRATEGIES FUND         34900         0     34900
DE*    PITNEY BOWES RETIREMENT PLAN              76899         0     76899
DE*    PRINCE GEORGES COUNTY FIRE SERVICE         3570         0      3570
DE*    PRUDENTIAL RETIREMENT INSURANCE &        529977         0    529977
DE*    PRUDENTIAL TRUST COMPANY COLLECTIV      1529700         0   1529700
DE*    RHODE ISLAND EMPLOYEES RETIREMENT       1669828         0   1669828
DE*    SAN MATEO COUNTY EMPLOYEES` RETIRE       128281         0    128281
DE*    SAUDI ARABIAN MONETARY AUTHORITY        3810871         0   3810871
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       613300         0    613300
                                   Page 16
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       109292         0    109292
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       426229         0    426229
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN       149040         0    149040
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN      3417953         0   3417953
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN      2155001         0   2155001
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN       453838         0    453838
DE*    SCOTTISH WIDOWS PLC                        6486         0      6486
DE*    SCOTTISH WIDOWS PLC                     2406427         0   2406427
DE*    SCOTTISH WIDOWS UNIT FUNDS LIMITED       438372         0    438372
DE*    SELECT INDEX SERIES-EUROPEAN EQUIT       126854         0    126854
DE*    SELECT INTERNATIONAL EQUITY MANAGE        11792         0     11792
DE*    SONOMA COUNTY EMPLOYEES RETIREMENT       117555         0    117555
DE*    SSGA GLOBAL INDEX PLUS TRUST            1192779         0   1192779
DE*    SSGA INTERNATIONAL GROWTH OPPORTUN         3397         0      3397
DE*    SSGA WEALTH WEIGHTED GLOBAL EQUITI       375519         0    375519
DE*    STATE BOSTON RETIREMENT SYSTEM           309800         0    309800
DE*    STATE FARM VARIABLE PRODUCT TRUST        262198         0    262198
DE*    STATE OF CONNECTICUT RETIREMENT PL      1531913         0   1531913
DE*    STATE OF MINNESOTA                      1704245         0   1704245
DE*    STATE OF WISCONSIN INVESTMENT BOAR       364524         0    364524
DE*    STATE STREET ACTIONS EUROLAND           3132337         0   3132337
DE*    STATE STREET BANK AND TRUST COMPAN       985375         0    985375
DE*    STATE STREET BANK AND TRUST COMPAN     15137570         0 15137570
DE*    STATE STREET EUROPE ENHANCED              12277         0     12277
DE*    STATE STREET GLOBAL ALPHA EDGE             8110         0      8110
DE*    STATE STREET SRI WORLD INDEX               1206         0      1206
DE*    STATE STREET TRUSTEES LIMITED AS T       156428         0    156428
DE*    STATE STREET TRUSTEES LIMITED ATF        676652         0    676652
DE*    STREETTRACKS DOW JONES STOXX 50 FU       342276         0    342276
DE*    STREETTRACKS MSCI EUROPE ETF             870953         0    870953
DE*    STREETTRACKS SM MSCI EUROPE FINANC       491682         0    491682
DE*    SWIP SICAV - EUROPEAN FUND                10072         0     10072
DE*    TEXTRON MASTER TRUST                     203922         0    203922
DE*    THE COMMON FUND FOR NON PROFIT ORG       564822         0    564822
DE*    THE MUTUAL AID ASSOCIATION OF PREF       203449         0    203449
DE*    THE PRUDENTIAL INSURANCE COMPANY O       616100         0    616100
DE*    THE REGENTS OF THE UNIVERSITY OF C      3202528         0   3202528
DE*    THE RETIREMENT ANNUITY PLAN FOR EM       217277         0    217277
DE*    THE ROCKEFELLER FOUNDATION               140700         0    140700
DE*    THE S&W EUROPEAN TRUST                    88200         0     88200
DE*    ULTRA SERIES FUND-GLOBAL SECURITIE        94445         0     94445
                                   Page 17
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    UNION BANK OF CALIFORNIA N.A               1010         0      1010
DE*    UNIVERSAL SHIPOWNERS MARINE INSURA        74565         0     74565
DE*    UNIVERSITY OF MANCHESTER                 125100         0    125100
DE*    VANTAGEPOINT OVERSEAS EQUITY INDEX       155076         0    155076
DE*    WESTERN METAL INDUSTRY PENSION           148096         0    148096
DE*    WORKERS COMPENSATION BOARD-ALBERTA       149300         0    149300
DE*    WORLD INDEX OLUS SECURITIES LENDIN      1017236         0   1017236
DE*    XEROX PENSIONS LIMITED                   262600         0    262600
231    FAVALLI ARRIGO                             1000      1000         0
249    SPAGGIARI ANTONELLA                           0         0         0
RL*    FONDAZIONE CASSA DI RISPARMIO DI R    123321238 123321238         0
282    MASSARONI MASSIMO                             0         0         0
DE*    AARP                                      53800         0     53800
DE*    AB FUNDS TRUST                           919548         0    919548
DE*    ABN AMRO GLOBAL EQUITY FUND              159172         0    159172
DE*    ACCESSOR FUNDS INC. - INTERNATIONA       844800         0    844800
DE*    ADVISORS INNER CIRCLE FUND ANALYTI         6000         0      6000
DE*    AGERE SYSTEMS INC PENSION PLANS MA        80911         0     80911
DE*    AMERICAN BEACON INTERNATIONAL EQUI       157260         0    157260
DE*    AMONIS NV                                110000         0    110000
DE*    ANDREW W. MELLON FOUNDATION              113852         0    113852
DE*    ARKWRIGHT, LLC                            25680         0     25680
DE*    ARMY AND AIR FORCE EXCHANGE SERVIC        19118         0     19118
DE*    ARTEMIS INCOME FUND                     5550000         0   5550000
DE*    ASCENSION HEALTH                          11000         0     11000
DE*    ASCENSION HEALTH                        1085880         0   1085880
DE*    ASCENSION HEALTH INSURANCE LTD            32223         0     32223
DE*    ASCENSION HEALTH MASTER PENSION TR       463409         0    463409
DE*    ASSOCIATED BANK N.A. COMMON FUND          40871         0     40871
DE*    AVERY DENNISON CORP                       40500         0     40500
DE*    AXA INVESTMENT MANAGERS DEUTSCHLAN        40000         0     40000
DE*    AXA INVESTMENT MANAGERS DEUTSCHLAN        12000         0     12000
DE*    BAE MASTER PENSION INVESTMENT TRUS       373563         0    373563
DE*    BCIMC-ALLIANCE ENH INT EQTY              901677         0    901677
DE*    BCIMC-PICTET ASSET MGMT-EAFE SAWMI      2098452         0   2098452
DE*    BOC GROUP INC RETIREMENT TRUST           117103         0    117103
DE*    BOTSWANA INSURANCE FUND MANAGEMENT       517544         0    517544
DE*    BRANDYWINE GROUP TRUST                   183900         0    183900
DE*    BRITISH COAL STAFF SUPERANNUATION         89738         0     89738
DE*    BRITISH COLUMBIA INV.MAN.CORPORATI      5384658         0   5384658
DE*    BRUNSWICK UNIT 1 QUALIFIED NUCLEAR        40226         0     40226
                                   Page 18
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    BRUNSWICK UNIT 2 QUALIFIED NUCLEAR        50918         0     50918
DE*    BT INSTITUTIONAL INTERNATIONAL SUS        25991         0     25991
DE*    BURROUGHS WELLCOME FUND                  227100         0    227100
DE*    CALIFORNIA PUBLIC EMPLOYEES RETIRE     10741804         0 10741804
DE*    CALIFORNIA STATE TEACHERS RETIREME       332603         0    332603
DE*    CFP-WFC TRUST                             51857         0     51857
DE*    CITY OF HIALEAH RETIREMENT SYSTEM         54616         0     54616
DE*    COHEN & STEERS GLOBAL INCOME BUILD       440200         0    440200
DE*    COLLEGE RETIREMENT EQUITIES FUND        1949380         0   1949380
DE*    CONCORDIA RETIREMENT PLAN                474079         0    474079
DE*    COUNTY OF LOS ANGELES DEFERRED COM       342021         0    342021
DE*    CREDIT SUISSE AM KAG MBH FOR ABW-F       469358         0    469358
DE*    DALLAS POLICE AND FIRE PENSION SYS       353300         0    353300
DE*    DE PRINCE RACE AND ZOLLO GROUP TRU        39000         0     39000
DE*    DENVER EMPLOYEES RETIREMENT PLAN         208020         0    208020
DE*    DIVERSIFIED FUND OF CANADA INT.SPE        29906         0     29906
DE*    DU PONT (UK) LIMITED PENSIONS FUND       438000         0    438000
DE*    EMPLOYEES RETIREMENT SYSTEM OF TEX      2308863         0   2308863
DE*    EMPLOYEES` RETIREMENT SYSTEM OF TH       454400         0    454400
DE*    ENERGY INSURANCE MUTUAL LIMITED          118098         0    118098
DE*    ENSIGN PEAK ADVISORS INC.                673700         0    673700
DE*    ENTERGY SERVICES INC. MASTER TRUST       287280         0    287280
DE*    EQ ADVISORS TRUST EQ/TEMPLETON GRO       950000         0    950000
DE*    EQ ADVISORS TRUST-MARKETPLUS INTER       834774         0    834774
DE*    FAMILY INVESTMENTS CHILD TRUST FUN       130398         0    130398
DE*    FEDERAL EXPRESS CORP EMPLOYEE`S PE      3176136         0   3176136
DE*    FIRST AMERICAN INVESTMENT FUNDS IN       281019         0    281019
DE*    FONDS DE RESERVE POUR LES RETRAITE     24442857         0 24442857
DE*    GENERAL ELECTRIC INSURANCE PLAN TR       731599         0    731599
DE*    GENERAL ELECTRIC PENSION TRUST           583037         0    583037
DE*    GENERAL MOTORS WELFARE BENEFIT TRU       399118         0    399118
DE*    GOVERNMENT PENSION INVESTMENT FUND      9007622         0   9007622
DE*    HANSBERGER INSTITUTIONAL SERIES IN       160299         0    160299
DE*    HANSBERGER INSTITUTIONAL SERIES IN        23276         0     23276
DE*    HARRIS UNIT 1 QUALIFIED NUCLEAR DE        27782         0     27782
DE*    HOMESTEAD INTERNATIONAL VALUE FUND       410800         0    410800
DE*    HONEYWELL INT INC MASTER RETIR TRU      1041813         0   1041813
DE*    ILLINOIS TEACHERS RETIREMENT SYSTE      2359485         0   2359485
DE*    ING BEWAAR MAATSCHAPPIJ 1 BV             210400         0    210400
DE*    ING DIRECT CORPORATE CLASS LIMITED        10388         0     10388
DE*    INTERLOCAL PENS FD GEOPGR COMM INT       432043         0    432043
                                   Page 19
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    INTERNATIONAL PAPER COMPANY COMMIN        94800         0     94800
DE*    INTERNATIONAL STOCK MARKET PORTFOL        19919         0     19919
DE*    IOWA STATE UNIVERSITY FOUNDATION          17400         0     17400
DE*    JOHN & MARCIA GOLDMAN                     31319         0     31319
DE*    JOHN D GOLDMAN 1997 CHARITABLE LEA        20367         0     20367
DE*    JOHN D GOLDMAN 1997 LONG TERM TRUS        16069         0     16069
DE*    JOHN D GOLDMAN 2001 TRUST                 28725         0     28725
DE*    JOHN HANCOCK FUNDS II INTERNATIONA       249675         0    249675
DE*    JOHN HANCOCK FUNDS II INTERNATIONA      1733820         0   1733820
DE*    JOHN HANCOCK TRUST GLOBAL TRUST         1350000         0   1350000
DE*    JOHN HANCOCK TRUST INTERNATIONAL E       181344         0    181344
DE*    JOHN HANCOCK TRUST INTERNATIONAL E       262585         0    262585
DE*    JOHN HANCOCK TRUST INTERNATIONAL V      1655043         0   1655043
DE*    JOHN&CATHERINE MACARTHUR FOUNDATIO       154100         0    154100
DE*    JOHNSON & JOHNSON PENSION & SAVING       599600         0    599600
DE*    JOHNSON & JOHNSON UK GROUP RETIREM       108692         0    108692
DE*    JP MORGAN BANK AS DIRECTED TRUSTEE       263585         0    263585
DE*    JP MORGAN BANK AS DIRECTED TRUSTEE       171988         0    171988
DE*    JP MORGAN BANK TTE FOR GENERAL MOT       515159         0    515159
DE*    JP MORGAN BANK TTE FOR GENERAL MOT       310013         0    310013
DE*    JP MORGAN CHASE RETIREMENT PLAN          287136         0    287136
DE*    KAS DEPOSITARY TRUST COMPANY             189180         0    189180
DE*    LEE MUNDER CAPITAL GROUP                   2630         0      2630
DE*    LEGG MASON PARTNERS VARIABLE PORTF        90000         0     90000
DE*    LEGG MASON PARTNERS WORLD FUNDS, I       429400         0    429400
DE*    LOMBARD ODIER DARIER HENTSCH FUND         17351         0     17351
DE*    MANHATTAN AND BRONX SURFACE TRANSI       342300         0    342300
DE*    MARATHON EAFE EQUITY FUND                212467         0    212467
DE*    MARATHON GLOBAL FUND : GLOBAL EQUI       647405         0    647405
DE*    MARATHON LONDON GLOBAL INVESTMENT        164979         0    164979
DE*    MARATHON NEW GLOBAL FUND PLC             647050         0    647050
DE*    MARATHON-LONDON GROUP TRUST FOR EM      1133306         0   1133306
DE*    MARATHON-LONDON INTERNATIONAL INVE       863651         0    863651
DE*    MARYLAND STATE RETIREMENT & PENSIO        18833         0     18833
DE*    MAVRIX GLOBAL FUND                        31315         0     31315
DE*    MD EQUITY FUND                           585450         0    585450
DE*    MERCATOR INTERNATIONAL FUND             7678000         0   7678000
DE*    MERCER QIF FUND PUBLIC LIMITED COM        20682         0     20682
DE*    METROPOLITAN LIFE INSURANCE COMPAN        38577         0     38577
DE*    MINISTRY OF FINANCE AND ECONOMY           60370         0     60370
DE*    MISSOURI INVESTMENT TRUST                 12677         0     12677
                                   Page 20
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    MTB INTERNATIONAL EQUITY FUND            170337         0    170337
DE*    MUNICIPAL EMPLOYEES` RETIREMENT SY       661792         0    661792
DE*    MUNICIPAL GRATUITY FUND                   12587         0     12587
DE*    NATIONAL CITY BANK                        12897         0     12897
DE*    NATIONAL RAILROAD RET INVESTMENT T       322680         0    322680
DE*    NATIONAL RURAL ELECTRIC COOPERATIV       816100         0    816100
DE*    NCB CATHOLIC DIOCESE OF SAGINAW FR         2987         0      2987
DE*    NEW STAR GLOBAL EQUITY FUND               72122         0     72122
DE*    NEW YORK STATE COMMON RETIREMENT F      1526305         0   1526305
DE*    NEW YORK STATE COMMON RETIREMENT F      2587176         0   2587176
DE*    NORTEL NETWORKS LONG-TERM INVESTME       414493         0    414493
DE*    NTCC FUND FOR GRANTOR TRUST COMM         117484         0    117484
DE*    OKLAHOMA PUBLIC EMPLOYEES RET. SYS       928982         0    928982
DE*    P.H. GLATFELTER COMPANY MASTER RET        27300         0     27300
DE*    PHOENIX INTERNATIONAL STRATEGIES F        51700         0     51700
DE*    POWER CORPORATION SUPERANNUATION P       172185         0    172185
DE*    PRUDENTIAL STAFF PENSION LIMITED          16359         0     16359
DE*    PUBLIC EMPLOYEES SUPERANNUATION PL       510819         0    510819
DE*    QUEBEC PROFESSIONALS` EUROPEAN EQU        58080         0     58080
DE*    RABBI TST FOR LADD FURNITURE INC           1743         0      1743
DE*    RBC BALANCED FUND                       1396000         0   1396000
DE*    RBC PRIVATE EUROPEAN EQUITY POOL         385000         0    385000
DE*    REG RETR EMPL SYND COMN URB MONTRE       129424         0    129424
DE*    REGENSTEIN FOUNDATION                     10231         0     10231
DE*    RETIREMENT AND SECURITY PROGRAM FO       190090         0    190090
DE*    REUNICA CAAM ACTIONS                     216911         0    216911
DE*    RICHARD KING MELLON FOUNDATION           249296         0    249296
DE*    RIVERSIDE CHURCH IN THE CITY OF NE        67131         0     67131
DE*    ROBERT L MCNEIL COMPLEX TRUST             96040         0     96040
DE*    ROBINSON UNIT 2 QUALIFIED NUCLEAR         47149         0     47149
DE*    SAUDI ARABIAN MONETARY AGENCY          17155108         0 17155108
DE*    SBC MASTER PENSION TRUST                 505370         0    505370
DE*    SCHERING PLOUGH POST RETIR. BENEFI        16240         0     16240
DE*    SCHERING PLOUGH RETIREMENT PLAN           92000         0     92000
DE*    SISTERS OF MERCY OF NORTH CAROLINA        38300         0     38300
DE*    SISTERS OF MERCY OF THE AMERICAS          46047         0     46047
DE*    SOUTHERN CALIFORNIA UFCW LARGE CAP         4300         0      4300
DE*    SOUTHERN COMPANY SYSTEM MASTER           374484         0    374484
DE*    SPDR MSCI ACWI EX-US ETF                 137977         0    137977
DE*    SPDR S&P WORLD (EX-US) ETF                11988         0     11988
DE*    SPRUCEGROVE SPECIAL GLOBAL POOLED       1928659         0   1928659
                                   Page 21
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    STATE OF INDIANA PUBLIC EMPLOYEES`      1659148         0   1659148
DE*    STATE OF NEW JERSEY COMMON PENSION     20056780         0 20056780
DE*    STATE STREET TRUST & BANKING CO LT        20750         0     20750
DE*    STATE STREET TRUST & BANKING CO LT        64442         0     64442
DE*    STICHTING ALGEMEEN PENSIOENFONDS P        54386         0     54386
DE*    TACOMA EMPLOYEES RETIREMENT SYSTEM       251251         0    251251
DE*    TAIPEI FUBON COMMERCIAL BANK IN IT        13184         0     13184
DE*    TALBOT`S INC. PENSION PLAN                11100         0     11100
DE*    TAM INTERNATIONAL EQUITY TRUST           138900         0    138900
DE*    TD EMERALD GLOBAL SUSTAINABILITY P         7950         0      7950
DE*    TENNESSEE CONSOLIDATED RETIREMENT        998935         0    998935
DE*    TEXAS PREPAID HIGHER TUITION BOARD       637006         0    637006
DE*    THE ALLIANCE TRUST PLC                  3209353         0   3209353
DE*    THE EMM UMBRELLA FUNDS                    65060         0     65060
DE*    THE FIRST MERCANTILE TRUST COMPANY        22000         0     22000
DE*    THE FRANCE - MERRICK FOUNDATION IN        15390         0     15390
DE*    THE JOHNS HOPKINS UNIVERSITY             102226         0    102226
DE*    THE MASTER TRUST BANK OF JAPAN LTD       129660         0    129660
DE*    THE NUFIELD FOUNDATION                    32579         0     32579
DE*    THE ONTARIO PUB SER EMPL UNI PEN T       239106         0    239106
DE*    THE PROV TREAS OF P PRINCE EDW ISL       213024         0    213024
DE*    THE RETIREMENT PLAN OF JP MORGAN C       104409         0    104409
DE*    THE YORKSHIRE TRACTION COMPANY LIM       125000         0    125000
DE*    THE ZAYED FOUNDATION                    1082923         0   1082923
DE*    THREADNEEDLE SPECIALIST INVESTMENT        20660         0     20660
DE*    THRIVENT PARTNER INTERNATIONAL STO       995100         0    995100
DE*    THRIVENT PARTNER INTERNATIONAL STO      2105200         0   2105200
DE*    TIIA - CREF INSTITUTIONAL MUTUAL F         2000         0      2000
DE*    TOP MANAGERS FUNDS                       160178         0    160178
DE*    TREDJE AP-FONDEN                         370220         0    370220
DE*    TREDJE AP-FONDEN                        1507043         0   1507043
DE*    TT INTERNATIONAL INVESTMENT FUNDS        259621         0    259621
DE*    UBS PACE ALTERNATIVE STRATEGIES IN         2187         0      2187
DE*    UBS PACE INTERNATIONAL EQUITY INVE      1163259         0   1163259
DE*    UNITED FOOD AND COMMERCIAL WORKERS        51517         0     51517
DE*    VIA CHRISTI HEALTH SYSTEM CASH BAL        39655         0     39655
DE*    VIA CHRISTI HEALTH SYSTEM INC.            69710         0     69710
DE*    WASHINGTON STATE INVESTMENT BOARD        121371         0    121371
DE*    WELLCOME TRUST                           337850         0    337850
DE*    WEST MIDLANDS METROPOLITAN AUTHORI          100         0       100
DE*    WESTPAC INTERNATIONAL SHARE INDEX        628230         0    628230
                                   Page 22
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    WILLIAMSBERG INVESTMENT TRUST             15668         0     15668
DE*    XEROX CANADA EMPLOYEES RETIREMENT        151359         0    151359
DE*    YOUNG MENS CHRISTIAN ASSOCIATION R       181492         0    181492
310    D'ATRI GIANFRANCO                           150         0       150
361    DRAGHI GIORGIO                                0         0         0
**D    MAX MARA INTERNATIONAL S.A.            75567018         0 75567018
**D    INTERNATIONAL FASHION TRADING S.A.     72651170         0 72651170
365    MUSSINI MASSIMO                            1777         0      1777
369    PALLANTI PAOLO                                0         0         0
DE*    DIALOGO ASSICURAZIONI SPA                  3990         0      3990
DE*    FONDIARIA SAI SPA                      21044867         0 21044867
DE*    MILANO ASSICURAZIONI SPA               46493286         0 46493286
DE*    NOVARA VITA S.P.A.                        66500         0     66500
DE*    SASA ASSICURAZIONI E RIASSICURAZIO        40000         0     40000
DE*    SASA VITA SPA                             45000         0     45000
DE*    SIAT SPA                                  10000         0     10000
371    GRAFFAGNINO GIOACCHINO                     2300      1000      1300
373    PUGLISI GIOVANNI                              0         0         0
RL*    FONDAZIONE BANCO DI SICILIA            79380000 79380000          0
381    CAROLLO PIERLUIGI                          6050      6050         0
387    WOLFGRING ALEXANDER                           0         0         0
RL*    AV-Z HOLDING S.P.A.                   133409475 133409475         0
DE*    AV-Z KAPITALGESELLSCHAFT GMBH            500000         0    500000
DE*    BA-CA-PRIMA PRIVATSTIFTUNG               584000         0    584000
DE*    BA-CA-PRIMA-PRIVATSTIFTUNG              3033000         0   3033000
DE*    BETRIEBSRATSFONDS DES BETRIEBSRATE          640         0       640
391    SADEK MIGIRAB YOUSEF S.                       0         0         0
DE*    LIBYAN FOREIGN BANK                    74898218         0 74898218
396    TETI STEFANO                                  0         0         0
DE*    AGF FINANCE AGF IART                    2309721         0   2309721
DE*    AGF FINANCE AGF VIE                     5107395         0   5107395
DE*    AGF FINANCE AGF VIE ANCRE                875145         0    875145
DE*    AGF FINANCE AGF VIE PREFON               513680         0    513680
DE*    AGF FINANCE ARCALYS ACTIF                290000         0    290000
DE*    ALLIANZ BELGIUM SA                       500000         0    500000
DE*    ALLIANZ S.P.A. (GIA` RIUNIONE ADRI    297144419         0 297144419
DE*    ANTONIANA VENETA POPOLARE VITA SPA      4106550         0   4106550
DE*    L.A. VITA SPA                             25100         0     25100
DE*    RB VITA S.P.A.                          4100000         0   4100000
398    CALO` MICHELANGELO                            0         0         0
**D    REGIONE SICILIANA                      82595772         0 82595772
                                   Page 23
08/05/2008 19.42.28   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
399    MORETTIN PATRICE                               0         0         0
DE*    FONDAZIONE CASSAMARCA, CASSA DI RI     109090234         0 109090234
406    D`ATRI STELLA.                                50        50         0
416    DE COSMO AMANDA                                0         0         0
**D    PAX WORLD INTERNATIONAL FUND                5668         0      5668
**D    CAISSE DE DEPOT ET PLACEMENT DU QU       4513311         0   4513311
**D    DGAM EAFE EQUITY FUND L.P.                166452         0    166452
**D    NATEXIS BANQUE POPULAIRE       CARP        48442         0     48442
**D    IXIS ASSET MANAGEMENT          ARRC       602798         0    602798
**D    IXIS ASSET MANAGEMENT          SAIN       395240         0    395240
**D    THE ROCKEFELLER FOUNDATION                 44275         0     44275
**D    UNIVERSITY HOSPIT HEALTH SYSTEM IN           200         0       200
**D    BRUNEI INVESTMENT AGENCY                  325208         0    325208
**D    ONTARIO TEACHERS PENSION PLAN BOAR       7794101         0   7794101
**D    MACIF GESTION MACIF CROISSANCE DUR        129512         0    129512
**D    MACIF GESTION MACIF CROIS DURABLE         350402         0    350402
**D    MACIF GESTION ACTIMACIF 1                 635255         0    635255
**D    SCHOOL EMPLOYEES RET SYSTEM OF OHI        809389         0    809389
**D    LOUISIANA STATE EMPL RETIREMENT SY           400         0       400
**D    RESPONSIBLE INVESTMENT LEADERS INT        119129         0    119129
**D    BOSTON COMMON ASSET MANAGEMENT LLC         46605         0     46605
**D    BOSTON SOCIAL INTER SOCIAL GROWTH         548834         0    548834
**D    WALDEN-BRANDYWINE INVESTMENT T .          235230         0    235230
**D    BOSTON COMMON INVESTMENT TRUST             61971         0     61971
**D    BOSTON COMMON INVESTMENT TRUST             29000         0     29000
**D    FRIENDS FIDUCIARY CORPORATION              23900         0     23900
**D    REGIME DE RETRAITE DE L`UNIV DU QU         72800         0     72800
**D    TCW GROUP, INC                              3490         0      3490
**D    AGF INTERNATIONAL VALUE FUND             5928044         0   5928044
**D    AGF ALL WORLD TAX ADVANTAGE GROUP        9928176         0   9928176
**D    AGF WORLD BALANCED FUND                  3875000         0   3875000
**D    INTL EQUITY VALUE CORP CL-AGF              23423         0     23423
**D    STITCHTING BEDRIJFSPENSIOENFONDS V       4071982         0   4071982
**D    MN SERVICES                              3369242         0   3369242
**D    VIKING GLOBAL EQUITIES LP                2984000         0   2984000
419    MIK ANNA                                       0         0         0
DE*    DEXIA EQUITIES L EURO 50                 1315195         0   1315195
DE*    DEXIA EQUITIES L EUROPE                  1270796         0   1270796
DE*    DEXIA EQUITIES L EUROPE FINANCE SE        214655         0    214655
DE*    DEXIA EQUITIES L EUROPE HIGH DIVID         56175         0     56175
DE*    DEXIA EQUITIES L GROWTH COMPANIES          14998         0     14998
                                   Page 24
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    DEXIA EQUITIES L ITALY                    64916         0     64916
DE*    DEXIA EQUITIES L SUSTAINABLE EMU         143430         0    143430
DE*    DEXIA EQUITIES L WORLD FINANCE SEC        23228         0     23228
428    PAVONESSA DANILO                              0         0         0
DE*    AEGON CUSTODY BV                        9172325         0   9172325
DE*    AIC LIMITED                               85260         0     85260
DE*    AIR CANADA PENSION TRUST FUND              3869         0      3869
DE*    ARIZONA STATE RETIREMENT SYSTEM           37200         0     37200
DE*    ASEA BROWN BOVERI INC.MASTER TRUST       100661         0    100661
DE*    AXA WORLD FUNDS                         4212840         0   4212840
DE*    BALTIMORE COUNTY RETIREMENT SYSTEM       285000         0    285000
DE*    BAPTIST FOUNDATION OF TEXAS                3535         0      3535
DE*    BAYER CORPORATION MASTER TRUST            20300         0     20300
DE*    BAYER INC. MASTER TRUST                    9400         0      9400
DE*    BBH FOR SEI INSTITUTIONAL INVES TW       236620         0    236620
DE*    BBH FOR-SEI INST INV TRUST INTERNA       466421         0    466421
DE*    BBH FOR-SEI INSTIT INV TRUST INTER       188117         0    188117
DE*    BBH IEF(RIC)(MONDRIAN INV PARTN)         839174         0    839174
DE*    BBH/SEI INSTIT INVEST TRST WRLD EQ       252000         0    252000
DE*    BD OF PENS OF THE PRESBYTERIAN CHU       491434         0    491434
DE*    BELL ATLANTIC MASTER TRUST               298419         0    298419
DE*    BLACKROCK FUNDS                          112070         0    112070
DE*    BLUE CROSS BLUE SHIELD OF NOR CAR        121697         0    121697
DE*    BON SECOURS HEALTH SYSTEM, INC           143320         0    143320
DE*    BROWN BROTHERS HARRIMAN AND CO          5608597         0   5608597
DE*    BRUNEI INVESTMENT AGENCY                1295762         0   1295762
DE*    CANADIAN IMPERIAL BANK OF COMM .          31906         0     31906
DE*    CANADIAN PACIFIC RAILWAY PENSION F       295099         0    295099
DE*    CANADIAN PACIFIC RAILWAY PENSION P       601204         0    601204
DE*    CARGILL ANS ASSOCIATED MASTER PEN          8800         0      8800
DE*    CATHOLIC HEALTH INITIATIVES              229003         0    229003
DE*    CENTRAL STATES,S.E.&S.W. AREAS FUN        52748         0     52748
DE*    CF GLOBAL ALPHA 1 FD MELLON FIN CO       112623         0    112623
DE*    CF GLOBAL TACTICAL ASSET ALLOCATIO         9769         0      9769
DE*    CIBC BANK & TRUST COMPANY (CAYMAN)         9800         0      9800
DE*    CIBC EUROPEAN EQUITY FUND                658007         0    658007
DE*    CIBC EUROPEAN INDEX FUND                  37336         0     37336
DE*    CIBC FINANCIAL COMPANIES FUND            425000         0    425000
DE*    CIBC GLOBAL EQUITY FUND                   89400         0     89400
DE*    CIBC INTERNATIONAL INDEX FUND             68767         0     68767
DE*    CIBC POOLED INTL EQUITY INDEX FUND        89441         0     89441
                                   Page 25
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    CIBC TRUST INTL EQUITY POOL              858300         0    858300
DE*    CITADEL EQUITY FUND LTD C/A MAPLES      4346589         0   4346589
DE*    CITADEL EQUITY FUND LTD C/O MAPLES      2697016         0   2697016
DE*    CITIBANK NA AS TRUSTEE                    19300         0     19300
DE*    CITITRUST LTD                            266493         0    266493
DE*    CITY OF JACKSONVILLE RETIR SYSTEM        147994         0    147994
DE*    CITY OF NEW YORK DEFERRED COMPENS        805067         0    805067
DE*    COLONIAL FIRST STATE INVESTMENT LI       759611         0    759611
DE*    COMMONWEALTH BANK OFFICERS SUPERAN       209283         0    209283
DE*    COMMONWEALTH PENNSYLVANIA PUBLIC S       185775         0    185775
DE*    COMMONWEALTHOF PENNSYLVANIA STATE         38300         0     38300
DE*    DAIMLERCHRYSLER CANADA MASTER TR F         3913         0      3913
DE*    DREYFUS INTL STOCK INDEX FUND            352918         0    352918
DE*    DT INTERNATIONAL STOCK INDEX FUND         18263         0     18263
DE*    EAFE EQUITY FUND                         208559         0    208559
DE*    EAFE INDEX PLUS SECURITIES LENDING       170963         0    170963
DE*    EMPL RET INCOME PLAN TR MINNESOTA         84883         0     84883
DE*    ENERGY EAST CORPORATION MASTER TRU        39140         0     39140
DE*    ENERGY EAST CORPORTATION MASTER TR        67340         0     67340
DE*    ESSEX COUNTY COUNCIL                     130835         0    130835
DE*    FAIRFAX COUNTY UNIFORMED RET.SYSTE         1800         0      1800
DE*    FIRST INITIATIVES INSURANCE, L TD         79000         0     79000
DE*    FLORIDA RETIREMENT SYSTEM                 53500         0     53500
DE*    GBL ALPHA EDGE COMMON TRUST FD RE         11323         0     11323
DE*    GE FUNDS - GE GLOBAL EQUITY FUND         157442         0    157442
DE*    GE FUNDS - GE INTERNATIONAL EQUITY       161694         0    161694
DE*    GE FUNDS - GE STRATEGIC INVESTMENT        81458         0     81458
DE*    GE INSTITUTIONAL FUNDS-INTERNATION      5002091         0   5002091
DE*    GE INSTITUTIONAL FUNDS-STRATEGIC I       290255         0    290255
DE*    GE INVESTMENT CANADA INTERNATIONAL       635022         0    635022
DE*    GE INVESTMENTS FUNDS, INC. - INTER       110820         0    110820
DE*    GE INVESTMENTS FUNDS, INC. - TOTAL      1376321         0   1376321
DE*    GLOBAL VALUE EQUITY FUND                   7990         0      7990
DE*    GMO FOREIGN FUND                        3646982         0   3646982
DE*    GPB/G-RBC CONTINENTAL EUROPEAN           130912         0    130912
DE*    GSK COMMON INVESTMENT FUND                 4830         0      4830
DE*    HANSBERGER INSTITUTIONAL SERIES IN      2326074         0   2326074
DE*    HARRISVILLE ENTERPRISES S.A.              77945         0     77945
DE*    HAWKER BEECHCRAFT CORPORATION            148048         0    148048
DE*    HEALTHCARE EMPLOYEES PENSION PLAN        414042         0    414042
DE*    HONG KONG SPECIAL ADMINISTRATIVE R      2038854         0   2038854
                                   Page 26
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    HORACE O.BRIGHT COLLECTIVE INV.FUN         9650         0      9650
DE*    HOURGLASS INDEXED INTERNATIONAL SH       113161         0    113161
DE*    HOUSTON FIREFIGHTERS RELIEF & RETI        16400         0     16400
DE*    HOWARD HUGHES MEDICAL INSTITUTE          181700         0    181700
DE*    IG TEMPLETON INTERNATIONAL EQUITY        158933         0    158933
DE*    IG TEMPLETON INTL EQUITY CLASS A          93145         0     93145
DE*    IG TEMPLETON WORLD ALLOCATION FUND        51977         0     51977
DE*    IMPERIAL INTERNATIONAL EQUITY POOL       292692         0    292692
DE*    INSURANCE COMMISSION OF WESTERN AU        53056         0     53056
DE*    INTERNATIONAL BANK FOR RECONSTRUCT       232670         0    232670
DE*    INTERPOLIS & VAN SPAENDONCK              282948         0    282948
DE*    ISPAT INLAND INC PENSION PLAN            142900         0    142900
DE*    JNL FRANKLIN TEMPLETON GL GROWTH F        10000         0     10000
DE*    JOHN DEERE PENSION TRUST                 821598         0    821598
DE*    JOHN S. & JAMES L. KNIGHT FOUND.          94700         0     94700
DE*    KEYSTONE TEMPL INTL STOCK CAP CLAS       207492         0    207492
DE*    KINGDON ASSOCIATES                       568094         0    568094
DE*    KINGDON FAMILY PARTNERSHIP LP             64148         0     64148
DE*    LANXESS INC. MASTER TRUST FUND            28080         0     28080
DE*    LEGAL AND GENERAL ASSURANCE (PENSI      8780136         0   8780136
DE*    LINCOLN VAR INS PRODUCTS TEMPLETON       337851         0    337851
DE*    LINCOLN VARIABLE INS PROD INT`L FU      2353938         0   2353938
DE*    LPI AKTIER EUROPOA II                    666256         0    666256
DE*    LUCENT TECHNOLOGIES PENSION TRUST        565700         0    565700
DE*    LUCERNE CAPITAL FUND LP                  246231         0    246231
DE*    M KINGDON OFFSHORE LTD                  1617758         0   1617758
DE*    MARS GMGBH                               295762         0    295762
DE*    MCDERMOTT INC MASTER TRUST               258096         0    258096
DE*    MELLON BANK EMP COLL INVEST FD           187754         0    187754
DE*    MELLON CAP MANAGMNT/JNL INTL INDEX         9790         0      9790
DE*    MELLON INTERNATIONAL FUND               2318120         0   2318120
DE*    MELLON POOLED INTERN ALL COUNTRY W       188740         0    188740
DE*    MINISTRY OF FINANCE OF KAZAKHSTAN       1307913         0   1307913
DE*    MINNESOTA LIFE INSURANCE COMPANY           2000         0      2000
DE*    MUNICIPAL FIRE & POLICE RETIRE IOW        17595         0     17595
DE*    NELDA C. AND H.J. LUTCHER STARK FO         1843         0      1843
DE*    NESTEGG DOW JONES 2010 FUND                 189         0       189
DE*    NESTEGG DOW JONES 2015 FUND                7038         0      7038
DE*    NYNEX CO MASTER PENSION TRUST            313836         0    313836
DE*    ODDO ASSET MANAGEMENT VECTEUR ACT        647350         0    647350
DE*    ODDO ASSET MANAGEMENT AAE OAM            242600         0    242600
                                   Page 27
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    ODDO ASSET MANAGEMENT CIPAV DIVERS       1468852         0   1468852
DE*    ODDO ET CIE ENTERPRISE D`INVETISS.       6941664         0   6941664
DE*    OIA DIVERSIF INT COMMING FUND, LP           1000         0      1000
DE*    OIL INVESTMENT CORP LTD & OIL    CA       187699         0    187699
DE*    ONTARIO POWER GENERATION INC              141500         0    141500
DE*    ONTARIO POWER GENERATION INC.             181146         0    181146
DE*    OPERATING ENG.#101 PENSION FUND           102588         0    102588
DE*    OPTIMIX WHOLESALE GLOBAL SHARE TRU        418992         0    418992
DE*    OWENS CORNING CANADA INC CONSOLIDA         54000         0     54000
DE*    PARVUS EUROPEAN ABSOLUTE OPPORTUNI       3717045         0   3717045
DE*    PARVUS EUROPEAN OPPORTUNITIES MAST       1445076         0   1445076
DE*    PENNSYL.MUNICIPAL RETIREM.SYSTEM          416000         0    416000
DE*    PERMAL LONG FUNDS-PAN EUROPEAN FUN        160083         0    160083
DE*    QWEST DEFINED BENEFIT/DEF CONTR MA         85283         0     85283
DE*    RBS AS DEP OF FIRST STATE INVESTME         27646         0     27646
DE*    REGENCE BLUECROSS BLUESHIELD OF OR         14818         0     14818
DE*    REGENCE BLUECROSS BLUESHIELD OF UT          4200         0      4200
DE*    REGENCE BLUESHIELD                         24960         0     24960
DE*    REGENT STRAT EUROPEAN EQ                  520607         0    520607
DE*    REGENTS OF THE UNIVERSITY OF MICHI         22031         0     22031
DE*    RETIREM P OF BON SECOURS HEALTH SY         69650         0     69650
DE*    RL EUROPEAN EQUITY FUND                   358002         0    358002
DE*    ROGERSCASEY TARGET SOLUTIONS               20970         0     20970
DE*    SAUDI ARABIAN MONETARY AGENCY              70209         0     70209
DE*    SCOTTISH WIDOWS PLC                      2442091         0   2442091
DE*    SEI INSTITUTIONAL INTERN. TRUST IN        132000         0    132000
DE*    SEI INSTITUTIONAL INVESTMENTS TRUS         64000         0     64000
DE*    SISTERS OF ST FRANCIS HEALTH SERVI         42200         0     42200
DE*    SMITH BARNEY                              346752         0    346752
DE*    SOGEPLUS                                12250000         0 12250000
DE*    SSGA ITALY INDEX FUND                     955339         0    955339
DE*    SSGA MSCI EAFE INDEX FUND                 557725         0    557725
DE*    STATE STREET GLOBAL ADVISORS AUSTR        347176         0    347176
DE*    STICHT TOT BEW CORD AAN EUR ENH BE         61596         0     61596
DE*    STICHTING BEDRIJFSPEN.VOOR BOUWNIJ        146708         0    146708
DE*    STICHTING PENSIOENF DUPONT NEDERLA        315100         0    315100
DE*    STICHTING PENSIOENFONDS ABP               654625         0    654625
DE*    STICHTING T BEW CORDARES AAN E AC        3331926         0   3331926
DE*    STREETTRACKS DOW JONES EURO STOXX        2166213         0   2166213
DE*    SYMMETRY EQUITY CLASS                     146245         0    146245
DE*    TBC POOLED EMPL-EAFE VALUE EQ FUND         58900         0     58900
                                   Page 28
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    TBC POOLED EMPLOYEES FUND                214450         0    214450
DE*    TBC POOLED EMPLOYEES FUND INTL EQU      1159900         0   1159900
DE*    TBC PRIVATE TRUST-INTL EQUITY FUND       349910         0    349910
DE*    TD EUROPEAN INDEX FUND                    48691         0     48691
DE*    TD PRIVATE INTERNATIONAL EQUITY FU       536959         0    536959
DE*    TEACHERS RETIREMENT ALLOWANCES FUN         3476         0      3476
DE*    TEACHERS`RETIREMENT SYST LOUISIAN        593390         0    593390
DE*    TELCORDIA TECHNOLOGIES PENSION PLA        65550         0     65550
DE*    THE BOSTON COMPANY PRIVATE TRUST          14600         0     14600
DE*    THE CAERULEUS FUND M AND C CORPORA       779900         0    779900
DE*    THE DEARBORN PARTNERS GROUP TRUST        176183         0    176183
DE*    THE INTERNATIONAL EQUITY PORTFOLIO      4668934         0   4668934
DE*    THE KRESGE FOUNDATION                    184070         0    184070
DE*    THE LUCERNE CAPITAL OFFSHORE FUND        617869         0    617869
DE*    THE LUCERNE MID-CAP MASTER FUND LT       364928         0    364928
DE*    THE MANVILLE PERS.INJURY SETL.TRUS        94608         0     94608
DE*    THE ORANGE PARTNERS FUND M AND C C       410325         0    410325
DE*    THE PENSION PLAN 1987 OF CANADA TR        37050         0     37050
DE*    THE REGENTS OF THE UNIVERSITY OF C      3640209         0   3640209
DE*    THE WASHINGTON UNIVERSITY                  7700         0      7700
DE*    TRW AUTOMOTIVE DEF BENEFIT MASTER        301000         0    301000
DE*    UMB                                      840042         0    840042
DE*    UNIV OF PITTSBURGH MED CENTER SYST       261878         0    261878
DE*    VEBA PARTNERSHIP N L.P.                  251767         0    251767
DE*    VGE III PORTFOLIO LTD C/O GOLDMAN       8719900         0   8719900
DE*    VIKING GLOBAL EQUITIES II LP             249200         0    249200
DE*    VIKING GLOBAL EQUITIES LP               1892400         0   1892400
DE*    VITTORIA P LP                            251429         0    251429
DE*    WELLMARK INC.                            118111         0    118111
DE*    WESTON FOODS INC MASTER TRUST FUND        36179         0     36179
DE*    WORKPLACE SAFETY & INSURANCE BOARD      3178944         0   3178944
DE*    WORLD INDEX PLUS EDGE COMMON TRST          9392         0      9392
DE*    XL RE LTD                                174085         0    174085
429    GONZAGA GIUSEPPE                              0         0         0
DE*    COFIMAR S.R.L.                         16107943         0 16107943
432    MODIGLIANI CARLA                              0         0         0
DE*    AACHENER UND MUENCHNER LEBEN            2048400         0   2048400
DE*    AACHENER UND MUNCHENER VERSICHERUN       891600         0    891600
DE*    AGRICOLA SAN GIORGIO SPA                 111200         0    111200
DE*    ALLEANZA ASSICURAZIONI SPA              3235000         0   3235000
DE*    ASSICURAZIONI GENERALI SPA             35594526         0 35594526
                                   Page 29
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    AUGUSTA ASSICURAZIONI SPA              11586976         0 11586976
DE*    AUGUSTA VITA SPA                         350000         0    350000
DE*    BANCA GENERALI SPA                        75000         0     75000
DE*    CENTRAL KRANKENVERSICHERUNG             1036134         0   1036134
DE*    COSMOS LEBENSVERSICHERUNG                974030         0    974030
DE*    D.A.S. S.P.A.                             44000         0     44000
DE*    ESTRELLA FP II                            55218         0     55218
DE*    ESTRELLA FP IV                            70950         0     70950
DE*    ESTRELLA SA SEGUROS Y REASEGUROS         229281         0    229281
DE*    FATA ASSICURAZIONI DANNI SPA             345000         0    345000
DE*    FATA VITA SPA                            120000         0    120000
DE*    GENAGRICOLA GENERALI AGRICOLTURA S        11200         0     11200
DE*    GENERALI ASSURANCES GENERALES            120000         0    120000
DE*    GENERALI IARD FUSIONNE                   560000         0    560000
DE*    GENERALI LEBEN                          1141800         0   1141800
DE*    GENERALI LEVENSVERZEKERING MAATSCH       360209         0    360209
DE*    GENERALI PERSONENVERSICHERUNGEN          126000         0    126000
DE*    GENERALI SCHADEVERZEKERING MAATSC         52493         0     52493
DE*    GENERALI VERSICHERUNG AG                1050100         0   1050100
DE*    GENERALI VIE                            1400000         0   1400000
DE*    GENERALI VIE EURO EPARGNE               3200000         0   3200000
DE*    GENERALI VIE RETRAITE                    660000         0    660000
DE*    GENERTEL S.P.A.                          345000         0    345000
DE*    INA ASSITALIA                          30105564         0 30105564
DE*    INF SOCIETA` AGRICOLA SPA                 41200         0     41200
DE*    INTESA VITA SPA                         1271971         0   1271971
DE*    LA VENEZIA ASSICURAZIONI SPA            3727216         0   3727216
DE*    TORO ASSICURAZIONI SPA                  3110000         0   3110000
DE*    VITALICIO FP                             115268         0    115268
DE*    VITALICIO II FP                           73000         0     73000
DE*    VITALICIO IV FP                           49951         0     49951
DE*    VITALICIO SEGUROS Y REASEGUROS            99130         0     99130
DE*    VOLKSFUERSORGE DEUTSCHE LEBEN           4185708         0   4185708
DE*    VOLKSFUERSORGE DEUTSCHE SACH             352000         0    352000
436    CARDARELLI ANGELO                             0         0         0
**D    COMMERCIAL UNION LIFE ASSURANCE CO     37729019         0 37729019
**D    BBH - FOR MT BOJ MORGAN ST EQ            212487         0    212487
**D    MUNICIPAL FIRE & POLICE RETIRE IOW         3585         0      3585
**D    LUCENT TECHNOLOGIES PENSION TRUST        471834         0    471834
**D    U.B.S. AG - LONDON BRANCH CLIENT A        42700         0     42700
**D    FCP STRONTIUM                           1209490         0   1209490
                                   Page 30
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    REGARD ACTIONS SOCIALM RESPONSABLE         61250        0     61250
**D    EMERSON ELECTRIC CO. MASTER RETIRE        291833        0    291833
**D    LOCKHEED MARTIN CORP MASTER RETIRE          2174        0      2174
**D    LIBERTY MUTUAL EMPLOY THRIFT PLAN         382427        0    382427
**D    SLF (FRANCE) ACTIONS EUROPE FCP         1345942         0   1345942
**D    NYNEX CO MASTER PENSION TRUST              32158        0     32158
**D    VAN KAMPEN INTERNATIONAL ADVANTAGE        548006        0    548006
**D    MORGAN STANLEY FUNDS (UK) EUROPE (        131772        0    131772
**D    MORGAN STANLEY INVESTMENT MANAGEME        394335        0    394335
**D    THE CIVIL SERVICE SUPERANNUATION F        112951        0    112951
**D    LABORERS DISTRICT COUNCIL & CONTRA        208000        0    208000
**D    MONTANA BOARD OF INVESTMENTS              290322        0    290322
**D    MORGAN STANLEY INVESTMENT MANAGEME     13977800         0 13977800
**D    SSGA INTERNATIONAL EQUITIES INDEX         530757        0    530757
**D    CALIFORNIA STATE TEACHERS RETIREME         52891        0     52891
**D    MORGAN STANLEY INTERNATIONAL EQUIT        744382        0    744382
**D    SGAM TOTAL DIVERSIF A DOMIN ACT FD         93780        0     93780
**D    AGF ASSET MANAGEMENT          AGF       3000000         0   3000000
**D    AGF ASSET MANAGEMENT          AGF       5000000         0   5000000
**D    AGF ASSET MANAGEMENT          AGF       1800006         0   1800006
**D    AGF ASSET MANAGEMENT          AGF         400000        0    400000
**D    AGF ASSET MANAGEMENT          CREP          9500        0      9500
**D    AGF ASSET MANAGEMENT          AGF          40000        0     40000
**D    AGF ASSET MANAGEMENT          DRES        450000        0    450000
**D    AGF ASSET MANAGEMENT          ACTI         75000        0     75000
**D    AGF ASSET MANAGEMENT          AGF       1100000         0   1100000
**D    THE PALM FUND                             167830        0    167830
**D    MORGAN_STANLEY_GLOBAL ADVANTAGE           668643        0    668643
**D    MORGAN STANLEY VARIABLE GLOBAL ADV         64146        0     64146
**D    PNC FUNDS INC INTERNATIONAL               622978        0    622978
**D    MORGAN STANLEY DIVERSIFIED INTERNA          4784        0      4784
**D    HSBC SECURITIES SERVICES (LUXEMBOU         20803        0     20803
**D    DEXIA ASSET MANAGEMENT                     40204        0     40204
**D    BIRELEYS ORANGE JAPAN,S.A.                 46407        0     46407
**D    MORGAN STANLEY INVESTMENT MANAGEME         14964        0     14964
**D    MORGAN STANLEY SICAV                    1619092         0   1619092
**D    JP MORGAN BANK AS TR. FOR ARMSTRO          99801        0     99801
**D    THE UNIVERSAL INSTITUTIONAL FUNDS,        148577        0    148577
**D    LONDON BOROUGH OF CAMDEN                   66852        0     66852
**D    SPRUCEGROVE GROUP TRUST                 1422420         0   1422420
**D    THE MASTER TRUST BANK OF JAPAN LTD         19061        0     19061
                                         Page 31
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    LOUVRE MULTI SELECT                      141521         0    141521
**D    GMAM INVESTMENT FUND TRUST              1753991         0   1753991
**D    SBC MASTER PENSION TRUST                1777865         0   1777865
**D    THE BOEING COMPANY EMPLOYEES RETIR      1115367         0   1115367
**D    NEW YORK STATE COMMON RETIREMENT F       141939         0    141939
**D    MORGAN STANLEY INTERNATIONAL VALUE      1130539         0   1130539
**D    MORGAN STANLEY DEAN WITTER VARIABL       385040         0    385040
**D    MORGAN STANLEY DEAN WITTEREUROPEAN      1428560         0   1428560
**D    MORGAN STANLEY INSTITUTIONAL FUND         74252         0     74252
**D    CGNU LIFE ASSURANCE LIMITED            33437884         0 33437884
**D    ROYAL SCOTTISH ASSURANCE PLC                846         0       846
**D    UNIV HOSP HEALTH SYS, INC RETIR PL         4550         0      4550
**D    JACKSON PERSPECTIVE VIP FUND                200         0       200
**D    NORTHERN TRUST PRIVATE INVESTMENT        144701         0    144701
**D    NORTHERN TRUST MANAGED FUNDS              62757         0     62757
**D    NTCC FUND FOR GRANTOR TRUST COMM          31603         0     31603
**D    ALTRINSIC INTL EQUITY PORTFOLIO LP       111325         0    111325
**D    DIOCESE WAYNE-SOUTH BEND INVEST TS         5220         0      5220
**D    I.W.A. FOREST INDUSTRY PENSION PLA       191010         0    191010
**D    RETIREMENT PLAN FOR THE EMPLOYEES        309314         0    309314
**D    CANADIAN LIQUID AIR FOREIGN MASTER        27320         0     27320
**D    CI CORPORATE CLASS LTD                    28750         0     28750
**D    CI INTERNATIONAL VALUE FUND              369254         0    369254
**D    CI CANADIAN INV. FUND                    323218         0    323218
**D    BRITISH COLUMBIA INV.MAN.CORPORATI       673800         0    673800
**D    AURION INTERNATIONAL DAILY EQUITY         53300         0     53300
**D    FIRST AMERICAN INVESTMENT FUNDS IN        71802         0     71802
**D    ALTRINSIC NON US EQUITY OFFSHORE M        54285         0     54285
**D    NON US EQUITY MANAGERS PORTFOLIO 5        82048         0     82048
**D    CACEIS BANK                              969919         0    969919
**D    LBPAM ACTIONS EUROPE                    1164896         0   1164896
**D    FCP LBPAM ACTIONS FINANCE                543283         0    543283
**D    XENYS                                     28154         0     28154
**D    TONI ACTION 100                          460838         0    460838
**D    LBPAM VOIE LACTEE 2                      104046         0    104046
**D    TUTELAIRE ACTIONS                         36257         0     36257
**D    VIVACCIO ACTIONS                        2945765         0   2945765
**D    LBPAM ACTIONS DIVERSIFIE                1751969         0   1751969
**D    LBPAM ACTIONS MONDE                      844188         0    844188
**D    LBPAM ACTIONS EURO                      3622325         0   3622325
**D    LBPAM ACTIONS INDICE                    6553661         0   6553661
                                   Page 32
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    LBPAM PROFIL 80 PEA                      440564         0    440564
**D    LBPAM PROFIL 100                        1547172         0   1547172
**D    LBPAM ACTIONS DEVELOPPEMENT DURABL      1816945         0   1816945
**D    LUCENT TECHNOLOGIES PENSION TRUST        203255         0    203255
**D    FLORIDA RETIREMENT SYSTEM                 42301         0     42301
**D    MAINSTAY 130-30 INTERNATIONAL FUND        15875         0     15875
**D    ISHARES MSCI ACWI EX US INDEX FUND         6053         0      6053
**D    ISHARES MSCI KOKUSAI INDEX FUND            7200         0      7200
**D    ISHARES S&P EUROPE 350 INDEX FUND       3805767         0   3805767
**D    ISHARES MSCI EAFE INDEX FUND           34571197         0 34571197
**D    ISHARES MSCI EAFE VALUE INDEX FUND      1594125         0   1594125
**D    ISHARES S&P GLOBAL FINANCIAL SECTO       633984         0    633984
**D    ISHARES MSCI EMU INDEX FUND             5806272         0   5806272
**D    ISHARES MSCI ITALY INDEX FUND           3536541         0   3536541
**D    BGICL DAILY EAFE EQUITY INDEX FUND       876455         0    876455
**D    BARCLAYS GLOBAL INVESTORS                280215         0    280215
**D    CONNECTICUT GENERAL LIFE INSURANCE        38036         0     38036
**D    INTERNATIONAL EQUITY INDEX PLUS FD       126769         0    126769
**D    MULTI CURRENCY SOCIAL SCREENED B          65334         0     65334
**D    TRUST FOR RETIREE MEDICAL, DENTAL          5771         0      5771
**D    BARCLAYS GLOBAL INVESTORS, NA INVE         5394         0      5394
**D    BARCLAYS GLOBAL INVESTORS N.A.TRUS      1864008         0   1864008
**D    FSS TRUSTEE CORPORATION                  214284         0    214284
**D    BGI AUSTRALIA LTD AS RESPONSIBLE E       607182         0    607182
469    DE COSMO CAROLINA                             0         0         0
DE*    AGIPI MONDE DURABLE C/O FORTIS            35938         0     35938
DE*    ALASKA ELECTRICAL PENSION PLAN            54362         0     54362
DE*    AMEREN HEALTH AND WELFARE TRUST          134789         0    134789
DE*    AMERICAN AIRLINES INC., MASTER FIX       609090         0    609090
DE*    AMERICAN BEACON INTERNATIONAL EQUI        90082         0     90082
DE*    APOLLINE 6 ACTIONS                       519859         0    519859
DE*    AVENIR ACTIONS DYNAMIQUE                   7465         0      7465
DE*    BAE MASTER PENSION INVESTMENT TRUS       256024         0    256024
DE*    BANK OF NEW YORK                       10720513         0 10720513
DE*    BANNER HEALTH SYSTEM                     257285         0    257285
DE*    BBH & CO FOR THE EUROPEAN EQUITY F       750000         0    750000
DE*    BBH/BRANDES EUROPEAN EQUITIES FD         805400         0    805400
DE*    BILL AND MELINDA GATES FOUNDATION        242410         0    242410
DE*    BLUE CROSS OF CALIFORNIA                 516263         0    516263
DE*    BRADLEY JR. TRUSTS MASTER INVESTME       106089         0    106089
DE*    CACEIS BANK                            31433100         0 31433100
                                   Page 33
08/05/2008 19.42.29   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    CATHOLIC HEALTHCARE PARTNERS             151912         0    151912
DE*    CAUSEWAY INTERNATIONAL VALUE FUND       8102107         0   8102107
DE*    CAUSEWAY INTERNATIONAL VALUE GROUP      2342812         0   2342812
DE*    CIBC POOLED EAFE EQUITY FUND             147400         0    147400
DE*    CITY OF NEW YORK GROUP TRUST             249333         0    249333
DE*    COLLIER FAMILY OFFICE INC                 70770         0     70770
DE*    CSA B EQUITY EURO                        211422         0    211422
DE*    CSA B EQUITY SRI EUROPE                      49         0         49
DE*    CSA B EUROPEAN LARGE CAPS                  1551         0      1551
DE*    CSA B PENSION EQ. EMU.L.CAP                1085         0      1085
DE*    CSA L EQ. BEST SELECT EURO                  899         0       899
DE*    CSA L EQUITY EURO                         33385         0     33385
DE*    DANAHER CORPORATION RETIREMENT PLA       108512         0    108512
DE*    DODGE & COX INTERNATIONAL STOCK FU    166500800         0 166500800
DE*    DORSET COUNTY SUPERANNUATION FUND         12898         0     12898
DE*    EL PASO FIREMEN AND POLICEMEN FUND       246515         0    246515
DE*    ELFUN INTERNATIONAL EQUITY FUND          951824         0    951824
DE*    FAMILY ASSURANCE FRIENDLY SOCIETY        188650         0    188650
DE*    FCP ACTIMAAF EUROPE FORTIS INV FR        207652         0    207652
DE*    FCP CGRCE ACTION EUROPE 3                 62818         0     62818
DE*    FCP FIMA EUROPE                          211061         0    211061
DE*    FCP FORTIS ETOILE FCR                     32279         0     32279
DE*    FCP MV4 EURO VALEURS                    1050000         0   1050000
DE*    FCP NEUILLY ACTIONS                       47590         0     47590
DE*    FCP PASTEUR DIVERSIFIE 4                  49832         0     49832
DE*    FCP RENTABILITE MOBILIERE                 16175         0     16175
DE*    FIDUCIARY TRUST COMPANY INTERNATIO       136677         0    136677
DE*    FIM INSTITUTIONAL EQUITY EMU              41058         0     41058
DE*    FIRE & POLICE EMP RET CITY BALTIMO       264963         0    264963
DE*    FOLKSAM LO FOND AB (PUBL)                252449         0    252449
DE*    FOLKSAM OMESESIDIG LIVFORAKRING          402234         0    402234
DE*    FOLKSAM OMESESIDIG SAKFORSAKRING          35454         0     35454
DE*    FORENADE LIV GRUPPOFORSAKRING AB (         9080         0      9080
DE*    FORENINGEN PENSION EQUITY INVEST 1       120906         0    120906
DE*    FORTIS B EQ FINANCE EUROPE                14296         0     14296
DE*    FORTIS INVESTMENT MANAGT FRANCE HA        26850         0     26850
DE*    FORTIS L EQ.FINANCE EUROPE                 7293         0      7293
DE*    FORTIS L FUND EQUITY FINANCE WORLD          420         0       420
DE*    FORTIS L FUND EQUITY, BEST SELECT           432         0       432
DE*    FORTIS L. EQ BEST SEL EU.EX                  80         0         80
DE*    FORTUNE BRANDS,INC MASTER PENSION        174727         0    174727
                                   Page 34
08/05/2008 19.42.30   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FUTURE VALUE INC                          91106         0     91106
DE*    G.A.FD B EQ. BLUE CHIPS EUR              162429         0    162429
DE*    G.A.FD B EQ. BROAD EURO P                685047         0    685047
DE*    GOVERNMENT PENSION INVESTMENT FUND      1431597         0   1431597
DE*    GRAND LODGE OF PENNSYLVANIA CONSOL        83237         0     83237
DE*    HIRTLE CALLAGHAN TRUST INTERNATION       444492         0    444492
DE*    HOUSTON POLICE OFFICERS PENS SYSTE       215761         0    215761
DE*    HSBC SECURITIES SERVICES (LUXEMBOU        36224         0     36224
DE*    ILLINOIS TOOL WORKS MASTER TRUST         195471         0    195471
DE*    IMPERIAL INTERNAT.EQUITY POOL            278625         0    278625
DE*    IMPERIAL OVERSEAS EQUITY POOL            180061         0    180061
DE*    JANE BRADLEY UIHLEIN INVESTMENT LL       157247         0    157247
DE*    JOHN&CATHERINE MACARTHUR FOUNDATIO        64961         0     64961
DE*    JP MORGAN CHASE 401 (K) SAVINGS PL       118029         0    118029
DE*    JPMORGAN CHASE BANK NATIONAL ASSOC       117138         0    117138
DE*    JURISTERNE OG OEKONOMERNES DANSK C       399978         0    399978
DE*    KAISER PERMANENTE RETIREMENT PLAN        418684         0    418684
DE*    KBSH PRIVATE EUROPEAN FUND                11000         0     11000
DE*    KPA LIVFORSAKRING AB                      25376         0     25376
DE*    KPA PENSIONFORSAKRING AB                 535426         0    535426
DE*    LOR POOLED INVEST PARTNERSHIP INTE        78786         0     78786
DE*    LOS ANGELES COUNTY EMPLOYEE RET AS        13200         0     13200
DE*    MEMPHIS GAS LIGHT&WATER RETIR.&PEN       133760         0    133760
DE*    MERRILL LYNCH INTERNATIONAL               24814         0     24814
DE*    MERRILL LYNCH PIERCE & FENNER             57426         0     57426
DE*    METROPOLE GESTION AAE MG                    100         0       100
DE*    METROPOLE GESTION METROPOLE EURO            100         0       100
DE*    METROPOLE GESTION METROPOLE FRONTI          100         0       100
DE*    METROPOLE GESTION METROPOLE SELECT          100         0       100
DE*    METROPOLE GESTION VILLIER OPERA             100         0       100
DE*    MN SERVICES                              213953         0    213953
DE*    NORTHWEST AIRLINES INC. DEFINED BE       379213         0    379213
DE*    NORTHWEST AIRLINES MASTER TRUST FO       135042         0    135042
DE*    OHIO POLICE AND FIRE PENSION FUND        805646         0    805646
DE*    ONTARIO TEACHERS PENSION PLAN BOAR      1811522         0   1811522
DE*    ORPHEUS TRUST                             29776         0     29776
DE*    PACIFIC CAPITAL INTERNATIONAL STOC       539362         0    539362
DE*    PENSION FUND ASSOCIATION FOR LOCAL       440035         0    440035
DE*    PENSION FUND SOC OF TORONTO-DOMIN         87023         0     87023
DE*    PGGM (STITCHTING PENSIOENFONDS VOO       935157         0    935157
DE*    PINNACLE STRATEGIC BALANCED FUND           5311         0      5311
                                   Page 35
08/05/2008 19.42.30   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    PLEIADES TRUST                            37491         0     37491
DE*    PUBLIC SCHOOL RETIREMENT SYSTEM OF       104012         0    104012
DE*    ROBECO NEDERLAND BV                     4515276         0   4515276
DE*    ROCHWELL COLLINS MASTER TRUST            385933         0    385933
DE*    ROCKWELL AUTOMATION MASTER TRUST         235560         0    235560
DE*    SGBT LUXEMBOURG METROPOLE BO EUROP          100         0       100
DE*    SGBT LUXEMBOURG METROPOLE LARGE CA          100         0       100
DE*    SGBT LUXEMBOURG METROPOLE NEW EURO          100         0       100
DE*    SNS ASSET MANAGEMENT NV                  250000         0    250000
DE*    SNS BANK NV                              993636         0    993636
DE*    SOUTHERN CALIFORNIA LUMBER IND RET         1010         0      1010
DE*    STICHTING PENSIOENFONDS STORK               420         0       420
DE*    STITCHTING BEDRIJFSPENSIOENFONDS V       634901         0    634901
DE*    TD GLOBAL SUSTAINABILITY FUND             20000         0     20000
DE*    TEACHERS RETIREMENT SYSTEM OF OKLA       669687         0    669687
DE*    TEKTRONIX MASTER RETIREMENT TRUST         71605         0     71605
DE*    THE LABOR SELECT INTERNATIONAL EQ       3045750         0   3045750
DE*    THE MEDICAL CENTRE INSURANCE CO           44451         0     44451
DE*    THE RETIREMENT PLAN OF JP MORGAN C       359918         0    359918
DE*    TI PENSION SCHEME                        174700         0    174700
DE*    TIIA-CREF INSTITUTIONAL MUTUAL FUN        77759         0     77759
DE*    TUCSON SUPPLEMENTAL RET SYSTEM            93476         0     93476
DE*    TXU CORP RETIREMENT PLAN MASTER TR       250899         0    250899
DE*    VIA RAIL CANADA INC - MGIS               268600         0    268600
DE*    VIRGINIA G.PIPER CHARITABLE TRUST         92824         0     92824
DE*    WICHITA RETIREMENT SYSTEMS               289500         0    289500
DE*    WISDOMTREE INTERNATIONAL DIVIDEND         44784         0     44784
474    VALENTINI FILIPPO                          5600      5600         0
475    ANTONELLI SIMONA                              0         0         0
DE*    ABN AMRO EQUITY UMBRELLA FUND N.V.      5118097         0   5118097
DE*    ABN AMRO FUNDS                          2840327         0   2840327
DE*    ABU DHABI RETIREMENT PENSIONS FUND       244058         0    244058
DE*    ACTIONS SELECTIONNEES SICAV               18261         0     18261
DE*    AIM CRISTAL FCP                           89891         0     89891
DE*    AJ TRUSTS PARTNERSHIP                     47326         0     47326
DE*    ANTIN OPPORTUNITES                       118301         0    118301
DE*    ANTIN PRUDENT                             52780         0     52780
DE*    ANTIN REVENUS DIVERSIFIES                 37659         0     37659
DE*    ARTEMIS INTERNATIONAL SICAV              113300         0    113300
DE*    AWD LLC                                   18353         0     18353
DE*    AXA ASSICURAZIONI SPA                    968891         0    968891
                                   Page 36
08/05/2008 19.42.30   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    AXA ASSURANCE IARD MUTUELLE               191000         0    191000
DE*    AXA EUROPE OPPORTUNITE SICAV              316115         0    316115
DE*    AXA FRANCE VIE                            450000         0    450000
DE*    AXA IM COUPOLE                            639055         0    639055
DE*    BALANCING POOL                             65297         0     65297
DE*    BBH LUX - FIDELITY FUNDS - EUROP          912315         0    912315
DE*    BBH LUX FOR-FIDELITY FD-ITALY            1139753         0   1139753
DE*    BBH LUX FOR-FIDELITY-EURO STO50           973461         0    973461
DE*    BBH LUX-FIDELITY FD EUR BLU CHIP         4994900         0   4994900
DE*    BBH LUX-FIDELITY FUNDS - EUROP           8277700         0   8277700
DE*    BEAVER MEDICAL SERVICES FUND     SE        16200         0     16200
DE*    BNP ACTION MONDE                          395400         0    395400
DE*    BNP EPARGNE RETRAITE                      332620         0    332620
DE*    BNP PARIBAS INDICE EURO                   894957         0    894957
DE*    BNP PARIBAS R2                            117880         0    117880
DE*    BNP PARIBAS RETR 2                         95399         0     95399
DE*    BNP PARIBAS RETR2                          72873         0     72873
DE*    BNP PARIBAS RETRAITE                      842844         0    842844
DE*    BNP PARIBAS RETRAITE 100                  861368         0    861368
DE*    BNP PARIBAS RETRAITE 2010-2012             38090         0     38090
DE*    BNP PARIBAS RETRAITE 2013-2015             66201         0     66201
DE*    BNP PARIBAS RETRAITE 25                     7981         0      7981
DE*    BRANDYWINE ASSET MANAGEMENT               188500         0    188500
DE*    CABLE & WIRELESS PENSION TRUSTEE L         53981         0     53981
DE*    CALIFORNIA PHYSICIAN`S SERVICE            314001         0    314001
DE*    CANADA TRUST INTL EQUITY COMMON FD         91200         0     91200
DE*    CATERPILLAR GROUP INSURANCE TRUST         214700         0    214700
DE*    CATERPILLAR INC INVEST TRUST              244515         0    244515
DE*    CATERPILLAR INC MASTER RET TRUST         1211700         0   1211700
DE*    CATERPILLAR PENSION PLAN                  430900         0    430900
DE*    CCH IEMF LTD MONDRIAN INV PARTNE          204976         0    204976
DE*    CENTERPOINT ENERGY MASTER RETIR TS        157550         0    157550
DE*    CIBC INTL EQUITY FUND L.P                 140468         0    140468
DE*    CLAY FINLAY DELAWARE BUSINESS T.II         21000         0     21000
DE*    CLAY FINLAY INTERNATIONAL DELAWARE         73700         0     73700
DE*    DANA CORPORATION PENSIONS PLANS TR        361783         0    361783
DE*    DELAWARE INTERNATIONAL EQUITY FUND       6969591         0   6969591
DE*    DELAWARE PUBLIC EMPLOYEES` RETIREM        973700         0    973700
DE*    ECUREUIL MONDE                            290647         0    290647
DE*    ELIXIME RENDEMENT EUROPE                   40000         0     40000
DE*    EMERALD GLOBAL EQUITY POOLED FD TR         45602         0     45602
                                   Page 37
08/05/2008 19.42.30   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                       Total Votes In person By Proxy
  __________________________________________________________________________
DE*    EMERALD INTL EQUITY INDEX FUND           31485         0     31485
DE*    ETHIQUE SOLIDARITE-FCPE SOLIDAIRE         7153         0      7153
DE*    FCP AGF CREACTIONS 1                    126028         0    126028
DE*    FCP AIR FRANCE                          118481         0    118481
DE*    FCP AIR FRANCE IFC2                     138749         0    138749
DE*    FCP ANTIN EUROPE DIVIDENDE             1582425         0   1582425
DE*    FCP AXA EURO VAL.RESP.                  323178         0    323178
DE*    FCP AXA EUROPE DU SUD                  1084773         0   1084773
DE*    FCP AXA-IM ALLOCATION ACTIONS            64204         0     64204
DE*    FCP BELSIZE                              48240         0     48240
DE*    FCP BNP ACTION EUROPE                   253375         0    253375
DE*    FCP BNP ACTIONS PEA EURO               6182125         0   6182125
DE*    FCP BNP ETHEIS                          656267         0    656267
DE*    FCP BORGHESE FINAN                       30000         0     30000
DE*    FCP CMN NORD EUROPE CROISSANCE            8960         0      8960
DE*    FCP COLISEE CIME                         13638         0     13638
DE*    FCP COLISEE IFC 1                       685000         0    685000
DE*    FCP COLISEE PAUHESY                     165626         0    165626
DE*    FCP COLISEE RETRAITE A                   21720         0     21720
DE*    FCP COLLEGIALE SAINT PIERRE              40000         0     40000
DE*    FCP EASY ETF DJ EU                      450964         0    450964
DE*    FCP EASYETF EURO S                     3354321         0   3354321
DE*    FCP ELIXIME ACTIONS EURO                250000         0    250000
DE*    FCP ETHIS VALEURS                        81500         0     81500
DE*    FCP ETHIS VITALITE                       26900         0     26900
DE*    FCP EUROCAP 50                          201445         0    201445
DE*    FCP GIALLO                              100000         0    100000
DE*    FCP GUENEGAUD REVENUS                    50000         0     50000
DE*    FCP MISTRAL                              88230         0     88230
DE*    FCP MULTIPAR SOLIDAIRE                   13163         0     13163
DE*    FCP NATIO FDS ATHENES                  3576533         0   3576533
DE*    FCP NATIO FDS BLAVET                    599758         0    599758
DE*    FCP NATIO FDS CPTS                       15000         0     15000
DE*    FCP NATIO FDS FLEUR                     192337         0    192337
DE*    FCP NATIO FDS FLEUR DY                  298198         0    298198
DE*    FCP NATIO FDS FLEUR EQ                   35558         0     35558
DE*    FCP NATIO FONDS JOFFRE                   12000         0     12000
DE*    FCP NF GALILEE                          218776         0    218776
DE*    FCP OBJECTIF PLUS                        20000         0     20000
DE*    FCP PARIBAS ORLEANS                      15000         0     15000
DE*    FCP PARJET DYNAMIQUE                     20000         0     20000
                                   Page 38
08/05/2008 19.42.30   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FCP PRADO                                 60900         0     60900
DE*    FCP PRADO ACTION                         854000         0    854000
DE*    FCP SELINGA INVEST.                       22000         0     22000
DE*    FCP UAPCOMPT EUROPE                      294500         0    294500
DE*    FCPE BMS ACTIONS                          58290         0     58290
DE*    FCPE DIVERSIMONDE                        237086         0    237086
DE*    FCPE EQUILIB SOLIDARITE                   67800         0     67800
DE*    FCPE EXPAN SOLIDARITE                     45300         0     45300
DE*    FCPE FDS DIVERSIF.TEL 1                   26029         0     26029
DE*    FCPE GPE FORD FR.BNP DIV ND               63752         0     63752
DE*    FCPE HORIZON SOLID.AUDAC                   8583         0      8583
DE*    FCPE HORIZON SOLID.CROIS                   5000         0      5000
DE*    FCPE KONE INVESTISSEMENT                  70965         0     70965
DE*    FCPE MASTERFOODS                         126220         0    126220
DE*    FCPE MULTIPAR ACTIONS                    183151         0    183151
DE*    FCPE SAUR EPARGNE                         45892         0     45892
DE*    FCPE TOTAL 5000                          500000         0    500000
DE*    FDF FRANCE B BNPPAM                       92895         0     92895
DE*    FORD OF CANADA MASTER TRUST FUND         211331         0    211331
DE*    FORD UAW HOLDINGS LLC SSGA               702240         0    702240
DE*    FORTRESS INTERNATIONAL EQUITY PART        46266         0     46266
DE*    FRIENDS FIDUCIARY CORPORATION             55830         0     55830
DE*    GARD COMMON CONTRACTUAL FUND             380572         0    380572
DE*    GLAXOSMITHKLINE MASTER RETIREMENT        454710         0    454710
DE*    HARRY & JEANETTE WEINBERG FOUNDATI        56934         0     56934
DE*    HENRY J KAISER FAMILY FOUNDATION          18423         0     18423
DE*    HONG KONG SPECIAL ADMIN EXCHANGE F      1889986         0   1889986
DE*    IDAHO PUBLIC EMPLOYEE RET SYSTEM         801990         0    801990
DE*    INTERMOUNTAIN HEALTH CARE PENS. PL       206400         0    206400
DE*    INTERMOUNTAIN HEATLHCARE RET WELF         27900         0     27900
DE*    INTL TRANSPORT CORP RETIREE HEALTH        82096         0     82096
DE*    INTL TRUCK ENGINE CORP RETIREMENT        199645         0    199645
DE*    JAPAN TRUSTEE SERVICES BANK INV FD      5402700         0   5402700
DE*    JOYCE FOUNDATION                          35470         0     35470
DE*    LABEL EUROPE ACTIONS FCP                  90665         0     90665
DE*    LOCKHEED MARTIN CORP MASTER RETIRE       488589         0    488589
DE*    MEADWESTACO CORP MASTER RETIREMENT       221313         0    221313
DE*    MIZUHO TRUST BKG-LUX                      40381         0     40381
DE*    MONDRIAN GLOBAL EQUITY FUND L.P.          15956         0     15956
DE*    MONDRIAN WORLD EX-US EQUITY FUND L       578711         0    578711
DE*    MONT JOIE INVESTISSEMENTS                 37549         0     37549
                                   Page 39
08/05/2008 19.42.30   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    NATIONAL PENSIONS RESERVE FUND COM        25070         0     25070
DE*    NATIONAL PENSIONS RESERVE FUND COM       179810         0    179810
DE*    NATIONWIDE LIFE INSURANCE COMPANY         47270         0     47270
DE*    NAV CANADA PENSION PLAN                  535786         0    535786
DE*    NORTHWESTERN UNIVERSITY                   77600         0     77600
DE*    OLD MUTUAL (US) HOLDINGS                   8300         0      8300
DE*    ONTARIO PENSION BOARD                    666616         0    666616
DE*    ONTARIO POWER GENERTION PENS FUND          9434         0      9434
DE*    OPTIMUM INTERNATIONAL FUND                 8024         0      8024
DE*    ORTALGOS INVESTISSEMENT                   25000         0     25000
DE*    PARIBAS CROISSANCE                       169893         0    169893
DE*    PARICLUB IFC DIVERSIFIE                  182637         0    182637
DE*    PARVEST                                17490949         0 17490949
DE*    PARVEST WORLD                            188100         0    188100
DE*    PATRIMOINE PARTENAIRE                     51615         0     51615
DE*    PECO ENERGY CO.SERVICE ANNUITY PLA        25797         0     25797
DE*    PENNSYLV.POWER & LIGHT RETIREM PLA       473442         0    473442
DE*    PG&E POSTRETIR PT & NN BARGAINING         22403         0     22403
DE*    PROMEDICA HEALTH SYSTEM                   55378         0     55378
DE*    PROVIDENCE HEALTH SYSTEM                 414400         0    414400
DE*    PSEG NUCLEAR LLC                          80129         0     80129
DE*    PUBLIC EMPLOYEE RET.SYSTEM OF IDAH      1237347         0   1237347
DE*    R.K. MELLON INTERNATIONAL FUND           109307         0    109307
DE*    RAYTHEON COMP MASTER PENSION TRUST         9669         0      9669
DE*    REFORM PENSION ROAD                       20074         0     20074
DE*    SAINT CHRISTOPHE PREVOYANCE               61000         0     61000
DE*    SAN DIEGO COUNTY EMPL RETIREMENT A       891760         0    891760
DE*    SAN DIEGO GAS & ELECTRIC CO NUCLEA        44535         0     44535
DE*    SANTA BARBARA COUNTY EMPLOYEES RET       143100         0    143100
DE*    SEMPRA ENERGY PENSION MASTER TRUST       239303         0    239303
DE*    SICAV AXA EUROPE ACTIONS                1813000         0   1813000
DE*    SICAV AXA VALEURS EURO                  9100000         0   9100000
DE*    SIERRA PACIFIC RESOURCES RET.PLAN        138500         0    138500
DE*    SOUTHERN CAL. EDISON RETIREMENT PL       361736         0    361736
DE*    SOUTHERN CALIFORNIA EDISON RET PLA       144415         0    144415
DE*    STATE OF WISCONSIN INVESTMENT BOAR      1088309         0   1088309
DE*    STICHTING PENSIOENFONDS AKZO NOBEL       150000         0    150000
DE*    SYRACUSE UNIVERSITY                         800         0       800
DE*    TD EUROPEAN GROWTH FUND                  189200         0    189200
DE*    TD INTERNATIONAL INDEX FUND               20384         0     20384
DE*    THE NORBORD POOLED FUND TRUST FUND        90698         0     90698
                                   Page 40
08/05/2008 19.42.30   25 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.37.34

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: Long Term Incentive Plan 2008 for Top Management


                                    IN FAVOUR
       Surname/Name                        Total Votes In person By Proxy
   __________________________________________________________________________
DE*     THE PHILIPPE FUND INTERNATIONAL EQ        85153         0     85153
DE*     THE TIMKEN CO. COLLECTIVE INVEST.        144350         0    144350
DE*     THYSSENKRUPP BUDD COMPANY MASTER T        44700         0     44700
DE*     TREASURER OF STATE OF N.C.EQ INV F       642500         0    642500
DE*     TREDJE AP-FONDEN                        2112890         0   2112890
DE*     TT INTL INVESTMENT TRUST                1321157         0   1321157
DE*     TXSHO SASKATCHEWAN HEALTHCARE EMPL         5111         0      5111
DE*     UBS AG - OMNIBUS NON RESIDENT            146727         0    146727
DE*     UFCW UNIONS & FOOD EMPLOYERS PLAN         22752         0     22752
DE*     UNION PACIFIC CORP.MASTER RET.TRUS       121570         0    121570
DE*     UNIVERSITY OF ILLINOIS                   121876         0    121876
DE*     UPMC HEALTH SYSTEM BASIC RETIR PLA        83354         0     83354
DE*     US DEPARTMENT ENERGY OAK RIDGE           100800         0    100800
478     REDONSKE JOHANNES                             0         0         0
DE*     DKV DEUTSCHE KRANKENVERSICHERUNG A     10052160         0 10052160
DE*     EUROPÄISCHE REISEVERSICHERUNG AKTI        73665         0     73665
DE*     HAMBURG-MANNHEIMER SACHVERSICHERUN       404609         0    404609
DE*     HAMBURG-MANNHEIMER VERSICHERUNGS-A    146178012         0 146178012
DE*     MEAG MUNICH ERGO KAPITALANLAGEGESE      2198443         0   2198443
DE*     MÜNCHENER RÜCKVERSICHERUNGS- GESEL    180808880         0 180808880
DE*     VICTORIA LEBENSVERSICHERUNG-AKTIEN     13446162         0 13446162
DE*     VICTORIA VERSICHERUNG AG                4350690         0   4350690
72      VALLE MARCO ANTONELLO                         0         0         0
DE*     ALLIANZ GLOBAL INVESTORS ITALIA SG      7000000         0   7000000
   --------------------------------------------------------------------------
Total vote               4.895.109.137
Percentage of voters% 98,239346
Percentage of Capital% 36,682701




                                             Page 41
08/05/2008 19.42.30   25 SupervRea (IvDer)
UniCredit S.p.A.                                                           8 May 2008 19.52.09

                       ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                    (2nd Call 8 May 2008)



                                             RESULTS OF VOTING


 SubJet :       All Group employee Share Ownership Plan



      48 (*) persons entitled to vote took part in the voting, representing

 4.982.837.344 ordinary shares, equating to 37,340114 %                     of ordinary

 share capital of which 783.706.554 shares were represented in person and

 4.199.130.790 by proxy.

 4.982.837.344 ordinary shares were admitted to voting, corresponding to

 100,000000 % of the shares represented at the meeting.

 The counting of votes produced the following results:
                                                           % of share capital present and entitled
                                                                        to vote %ordinary capital
IN FAVOUR         N.      4.967.177.275          votes equating to    99,685720%     37,222762%

AGAINST           N.       6.571.816             votes equating to     0,131889%       0,049248%
                  ——————————————————
Sub-total              4.973.749.091            votes equating to     99,817609%     37,272009%

ABSTENTIONS N.                     863.339       votes equating to     0,017326%       0,006470%

NOT VOTING        N.       8.224.914             votes equating to     0,165065%       0,061635%
                  ——————————————————
Sub-total                  9.088.253            votes equating to      0,182391%       0,068105%

                  ——————————————————

Total                     4.982.837.344          votes equating to   100,000000%     37,340114%


(*)NOTE:
There were -4 more people in attendance entitled to vote relative to the
previous count, representing an addintional -0,000018 % of ordinary share
capital.
                                   Page 1
08/05/2008 19.56.01   29 SupervRea (IComX) Shares:1529
HeadCount: 48
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                   AGAINST
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
210    MARBOT MICHEL                                 2         0         2
383    ANTOLINI GIOVANNI                         50000     50000         0
415    CHIURAZZI LUIGI                           11008     11008         0
416    DE COSMO AMANDA                               0         0         0
**D    CAISSE DE DEPOT ET PLACEMENT DU QU      4513311         0   4513311
**D    THE ROCKEFELLER FOUNDATION                44275         0     44275
**D    SCHOOL EMPLOYEES RET SYSTEM OF OHI       809389         0    809389
**D    LOUISIANA STATE EMPL RETIREMENT SY          400         0       400
**D    RESPONSIBLE INVESTMENT LEADERS INT       119129         0    119129
**D    BOSTON COMMON ASSET MANAGEMENT LLC        46605         0     46605
**D    BOSTON SOCIAL INTER SOCIAL GROWTH        548834         0    548834
**D    WALDEN-BRANDYWINE INVESTMENT T .         235230         0    235230
**D    BOSTON COMMON INVESTMENT TRUST            61971         0     61971
**D    BOSTON COMMON INVESTMENT TRUST            29000         0     29000
**D    FRIENDS FIDUCIARY CORPORATION             23900         0     23900
**D    BOARD OF TRUST.LELAND STANFORD UNI        78762         0     78762
  --------------------------------------------------------------------------
Total vote             6.571.816
Percentage of voters% 0,131889
Percentage of Capital% 0,049248




                                             Page 1
08/05/2008 19.56.03   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                 ABSTENTIONS
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
416    DE COSMO AMANDA                               0         0         0
**D    PROTEIN                                  225820         0    225820
436    CARDARELLI ANGELO                             0         0         0
**D    NATIONAL ELEVATOR INDUSTRY PENSION       219133         0    219133
**D    INTERLOCAL PENS FD GEOPGR COMM INT         9774         0      9774
**D    GMI INVESTMENT TRUST                     218494         0    218494
**D    IBEW LOCAL 269 PENSION FUND               27000         0     27000
**D    GENERAL CONFERENCE CORPORATION OF         66420         0     66420
**D    CENTRAL LABORERS PENSION FUND             95886         0     95886
**D    IUOE LOCALS 302 612 - EMPLOYERS CO          812         0       812
  --------------------------------------------------------------------------
Total vote             863.339
Percentage of voters% 0,017326
Percentage of Capital% 0,006470




                                             Page 2
08/05/2008 19.56.04   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                 NOT VOTING
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
250    BERTOLDO CARLO                            11000      9000      2000
293    ROSSI AGOSTINO                             1428      1428         0
377    RICCI ANDREA                               4200         0      4200
392    CASTELLANI MARIA PIA                          5         5         0
405    PEDERSOLI LANFRANCO                        1098      1098         0
417    ROSANIA ELMAN                             79031         0     79031
426    PAPA FRANCESCANTONIO                      25910         0     25910
436    CARDARELLI ANGELO                             0         0         0
**D    HSBC SECURITIES SERVICES (LUXEMBOU        72448         0     72448
**D    CACEIS BANK                             1512946         0   1512946
**D    KAS DEPOSITARY TRUST COMPANY            5406002         0   5406002
**D    PICTET & CIE BANQUIERS                    14790         0     14790
**D    FONDS DE RESERVE POUR LES RETRAITE      1089886         0   1089886
486    POTENZA DONATO                             6170      6170         0
  --------------------------------------------------------------------------
Total vote             8.224.914
Percentage of voters% 0,165065
Percentage of Capital% 0,061635




                                             Page 4
08/05/2008 19.56.05   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
100    DI SANTO DAVIDE                               0         0         0
DE*    A.A. - BNP PAM -ISR                      116286         0    116286
DE*    AA SARASIN ISR                            80000         0     80000
DE*    ACCIDENT COMPENSATION CORPORATION        189576         0    189576
DE*    ADVANTAGE FUNDS,INC-DREYFUS PREMIE       561700         0    561700
DE*    AFFINITY HEALTH SYSTEM                     9190         0      9190
DE*    AGIRC F 1                                112000         0    112000
DE*    ALABAMA PREPAID AFFORDABLE COLLEGE       118700         0    118700
DE*    ALASKA PERMANENT FUND CORP.             1551916         0   1551916
DE*    AMALGAMATED BANK                           4093         0      4093
DE*    ASSETMARK INTERNATIONAL EQUITY FUN       950800         0    950800
DE*    ASTRAZENECA PENSIONS TRUSTEE LIMIT       201110         0    201110
DE*    AVA EUROPE 4                             271700         0    271700
DE*    AXA BELGIUM S.A.                         847670         0    847670
DE*    AXA DAEVA                                 68990         0     68990
DE*    AXA EQUITY K                              11200         0     11200
DE*    AXA EQUITY L                               9000         0      9000
DE*    AXA EQUITY S                              67200         0     67200
DE*    AXA LEBENSVERSICHERUNG AG               1117000         0   1117000
DE*    AXA VERSICHERUNG AG                     1117000         0   1117000
DE*    BAKER HUGHES INC MASTER TRUST            113858         0    113858
DE*    BANK OF NEW YORK                          37854         0     37854
DE*    BARCLAYS GLOBAL INVESTORS PENSIONS      5268676         0   5268676
DE*    BARCLAYS LIFE ASSURANCE COMPANY LT      1532121         0   1532121
DE*    BELEGGINGSFONDS BELCENA                   27813         0     27813
DE*    BGI INDEX SELECTION FUND                  79317         0     79317
DE*    BLUE CROSS & SHIELD ASS RET BEN TS        47500         0     47500
DE*    BNZ INVESTMENT MANAGEMENT LTD AS T        72958         0     72958
DE*    BUENA VISTA UNIVERSITY                    49441         0     49441
DE*    CACEIS BANK                            11384192         0 11384192
DE*    CITY OF NEW YORK GROUP TRUST             805114         0    805114
DE*    CITY OF REGINA CIVIC SUPER BENEFIT       352761         0    352761
DE*    CITY OF REGINA POLICE PENSION PLAN        75470         0     75470
DE*    COLD SPRING HARBOR LABORATORY             19900         0     19900
DE*    COLUMBIA/HCA HEALTHCARE CORPORATIO       375584         0    375584
DE*    CUMMINS ENGINE CO & AFFILIATES COL        73950         0     73950
DE*    DAILY M&G TRUST SENIOR EXECUTIVES         96167         0     96167
DE*    DESERET MUTUAL MASTER RETIREMENT P       360100         0    360100
DE*    DETROIT MEDICAL CENTER                   134406         0    134406
DE*    DMC INSURANCE CO LTD                      14352         0     14352
DE*    DREYFUS VARIABILE INV FUND-INTL VA       192240         0    192240
                                    Page 5
08/05/2008 19.56.05   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    EAFE INTL INDEX PORTF SUMMIT MUTUA        79288         0     79288
DE*    EMPLOYEES` RETIREMENT SYSTEM OF TH       453000         0    453000
DE*    ENVIRONMENT AGENCY ACTIVE FUND            61196         0     61196
DE*    ERZBISTUM PADERBORN                       50960         0     50960
DE*    FIDELITY INSTITUTIONAL PANEUROPEAN      1633663         0   1633663
DE*    FIDELITY INVESTMENT FUND EUROPEAN       2880250         0   2880250
DE*    FIDELITY MANAGED INTERNATIONAL FUN       871050         0    871050
DE*    FIDELITY MONEYBUILDER GROWTH FUND        690950         0    690950
DE*    FONDOR                                     3058         0      3058
DE*    FORD FOUNDATION                         1444370         0   1444370
DE*    FRANKLIN TEMPLETON GROWTH FUND          1194632         0   1194632
DE*    FRANKLIN TEMPLETON INTERNATIONAL T       698000         0    698000
DE*    FRANKLIN TEMPLETON INVESTIMENT FUN        25433         0     25433
DE*    FRANKLIN TEMPLETON INVESTMENT FUND     24674514         0 24674514
DE*    FRANKLIN TEMPLETON TAX CLASS CORP.       113730         0    113730
DE*    FRANKLIN TEMPLETON VARIABLE INSURA      6063647         0   6063647
DE*    FRONTEGRA FUNDS INC-FRONTEGRA NEW        749199         0    749199
DE*    GAMLA LIVFORSAKRINGS AB SEB TRYGG        419744         0    419744
DE*    GE ASSET MANAGEMENT COMMON CONTRA       1039642         0   1039642
DE*    GE ASSET MANAGEMENT COMMON CONTRAC       479844         0    479844
DE*    GMO FUNDS PLC                              1362         0      1362
DE*    GOLDMAN SACHS GMS INTERNATIONAL EQ       969100         0    969100
DE*    H R K INVESTMENT L.L.P.                   50294         0     50294
DE*    H.E.S.T. AUSTRALIA LIMITED               356677         0    356677
DE*    INDEPENDENCE 2010 EXCHANGE TRADE F         2597         0      2597
DE*    INDEPENDENCE 2020 EXCHANGE TRADED          8571         0      8571
DE*    INDEPENDENCE 2030 EXCHANGE TRADED          7110         0      7110
DE*    INDEPENDENCE 2040 EXCHANGE TRADED         10844         0     10844
DE*    INDEPENDENCE IN-TARGET EXCHANGE TR          428         0       428
DE*    ING INTERNATIONAL CAPITAL APPRECIA       331809         0    331809
DE*    ING RENDEMENT EUROPE                     658000         0    658000
DE*    ING TEMPLETON FOREIGN EQUITY PORTF       589891         0    589891
DE*    INTECH INTERNATIONAL SHARES HIGH H        66851         0     66851
DE*    INTERNATIONAL EQUITY FUND                 80317         0     80317
DE*    ITT SALARIED INVESTMENT AND SAVING         4900         0      4900
DE*    JOHN LEWIS PARTNERSHIP PENSIONS TR       480345         0    480345
DE*    JPMORGAN CHASE BANK                       32113         0     32113
DE*    KAS DEPOSITARY TRUST COMPANY            8728079         0   8728079
DE*    KUWAIT FUND FOR ARAB ECONOMIC DEVE       180000         0    180000
DE*    LA-Z-BOY INC MASTER RETIRE SAVING         20556         0     20556
DE*    LES ASSURES REUNIS S.A.                    8000         0      8000
                                    Page 6
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    LKCM INTERNATIONAL FUND                  311793         0    311793
DE*    MARKS AND SPENCER WORLDWIDE MANAGE       122716         0    122716
DE*    MENNONITE EDUCATION AGENCY INC            46000         0     46000
DE*    MERCANTILE SAFE DEPOSIT TR.GLOBAL          5120         0      5120
DE*    MERCHANT INVESTORS ASSURANCE COMPA       216462         0    216462
DE*    MINISTRY OF DEFENCE PENSION FUND         116900         0    116900
DE*    MISSOURI LOCAL GOV.EMPL.RETIR.SYST       395409         0    395409
DE*    MMA PRAXIS INTERNATIONAL FUNDS           192164         0    192164
DE*    MONDRIAN WORLD EX-US EQUITY FUND L       156559         0    156559
DE*    MONSANTO COMPANY MASTER TRUST             94094         0     94094
DE*    MONSANTO PENSION PLAN                    101732         0    101732
DE*    MONTGOMERY COUNTY EMPLOYEES` RETIR       166800         0    166800
DE*    MTB INTERNATIONAL EQUITY FUND             33898         0     33898
DE*    NATIONALNOMINEES LTD SUB A/C AA/AA       126000         0    126000
DE*    NATIONWIDE MUTUAL INSURANCE COMPAN        11838         0     11838
DE*    NEW STAR EUROPEAN LEADERS FUND NEW        71800         0     71800
DE*    NIKKO MELLON GLOBAL MARKET FUND ME        21050         0     21050
DE*    NIKKO MELLON GLOBAL TRI-ASSET FUND       240140         0    240140
DE*    NON US EQUITY MANAGERS PORTFOLIO 5       515792         0    515792
DE*    NORTERN MARIANA ISLAND REITIREMENT       101747         0    101747
DE*    NORTH DAKOTA STATE INVESTMENT BOAR       256685         0    256685
DE*    NORWICH UNION MANAGER OF MANAGER I       204576         0    204576
DE*    OLD MUTUAL INTERNATIONAL EQUITY FU       172700         0    172700
DE*    OM ANALYTIC GLOBAL DEFENSIVE EQUIT         4847         0      4847
DE*    PEPCO HOLDINGS RETIREMENT PLAN TRU        87420         0     87420
DE*    PERSONALVORSO DER PFIZER AG               23724         0     23724
DE*    PICTET NON-US EQUITY                     786716         0    786716
DE*    POWERSHARES FTSE RAFI DEVELOPED MA        40855         0     40855
DE*    POWERSHARES GLOBALFUNDS IRELAND PU       151216         0    151216
DE*    PS DYNAMIC QSG DEVELOP INT OPP POR        41131         0     41131
DE*    PS DYNAMIC QSG EUROPE PORTFOLIO            5226         0      5226
DE*    PS FTSE RAFI EUROPE PORTFOLIO              7009         0      7009
DE*    PUBLIC SECTOR SUPERANNUATION SCHEM       214260         0    214260
DE*    PUBLIX SUPER MARKETS,INC                  27600         0     27600
DE*    R C ARCHDIOCESE OF INDIANAPOLIS           77229         0     77229
DE*    ROCKEFELLER CO. INC                      508726         0    508726
DE*    SANDIA CORPORATION PENSIONS PLANS        362150         0    362150
DE*    SANLAM UNIVERSAL FUNDS PUBLIC LTD        628400         0    628400
DE*    SARASIN ACTIONS EURO ISR                  95000         0     95000
DE*    SARASIN EUROPE EXPANSION DURABLE S       150000         0    150000
DE*    SAS TRUSTEE CORPORATION                  746266         0    746266
                                    Page 7
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SEWARD PROSSER MELLON                     43585         0     43585
DE*    SIERRA/TEMPLETON INTERNATIONAL EQU       148574         0    148574
DE*    STATE UNIVERSITIES RETIREMENT SYST       533439         0    533439
DE*    STATE UNIVERSITY OF NEW YORK             120775         0    120775
DE*    STICHTING PENSIOENFONDS CAMPINA          163510         0    163510
DE*    TEMPLETON EUROPEAN FUND                   32260         0     32260
DE*    TEMPLETON EXEMPT TRUST                    44040         0     44040
DE*    TEMPLETON FOREIGN EQUITY SERIES         9667066         0   9667066
DE*    TEMPLETON FOREIGN FUND                 32208027         0 32208027
DE*    TEMPLETON FOREIGN SECURITIES FUND       8344507         0   8344507
DE*    TEMPLETON GLOBAL BALANCED FUND            52536         0     52536
DE*    TEMPLETON GLOBAL GROWTH FUND             257517         0    257517
DE*    TEMPLETON GLOBAL GROWTH FUND LTD         382421         0    382421
DE*    TEMPLETON GLOBAL INCOME FUND             238519         0    238519
DE*    TEMPLETON GLOBAL INCOME FUND II LT        13404         0     13404
DE*    TEMPLETON GLOBAL INVESTMENT TRUST       1885281         0   1885281
DE*    TEMPLETON GLOBAL OPPORTUNITIES TRU      1545960         0   1545960
DE*    TEMPLETON GLOBAL STOCK TRUST             230968         0    230968
DE*    TEMPLETON GROWTH FUND II LIMITED          75000         0     75000
DE*    TEMPLETON GROWTH FUND INC              65000000         0 65000000
DE*    TEMPLETON GROWTH FUND, LTD              7440800         0   7440800
DE*    TEMPLETON INSTITUTIONAL FUNDS GLOB        71505         0     71505
DE*    TEMPLETON INTERNATIONAL FOREIGN FU      1068053         0   1068053
DE*    TEMPLETON INTERNATIONAL STOCK FUND      4371494         0   4371494
DE*    TEMPLETON INTERNATIONAL STOCK TRUS       524012         0    524012
DE*    TEMPLETON MANAGEMENT LTD AS MANAGE      1100095         0   1100095
DE*    TEMPLETON MANAGEMENT LTD AS MANAGE       836981         0    836981
DE*    TEMPLETON MASTER TRUST SERIES 1          469384         0    469384
DE*    TEMPLETON MASTER TRUST SERIES 2          146576         0    146576
DE*    TEMPLETON MASTER TRUST SERIES 6           29605         0     29605
DE*    TESCO PLC                               1116009         0   1116009
DE*    THE CHANCELLOR,MASTERS AND SCHOLAR       330816         0    330816
DE*    THE DUN AND BRADTSTREET CORPORATIO       112583         0    112583
DE*    THE FRIST FOUNDATION                      35520         0     35520
DE*    THE HENRY SMITH CHARITY                   99077         0     99077
DE*    THE INDEPENDENT ORDER OF FORESTERS       247193         0    247193
DE*    THE NEW YORK TIMES CO. PENSION TRU       136436         0    136436
DE*    THE PEARSON GROUP PENSION PLAN           148946         0    148946
DE*    THE PUBLIC TRUSTEE AS TRUSTEE FOR        191012         0    191012
DE*    THE ROYAL BANK OF SCOTLAND PLC AS        251400         0    251400
DE*    TRANSIT MANAGEM OF SOUTHEAST LOUIS        18119         0     18119
                                    Page 8
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    TRUST AND CUSTODY SERVICES LIMITED       917433         0    917433
DE*    UFCW CA 100 JT PEN HANSBERGER GEA        179419         0    179419
DE*    UFCW LOCAL 56 RETAIL MEAT PENSION         51878         0     51878
DE*    UNIVERSITY OF PUERTO RICO RETIREME       120000         0    120000
DE*    US BANK/PORTFOLIO 21/19-7002             370000         0    370000
DE*    US DEPARTMENT ENERGY OAK RIDGE           234482         0    234482
DE*    WELLS FARGO BANK N.A.                     39600         0     39600
DE*    WESTERN PENNSYLVANIA TEAMSTERS AND       273438         0    273438
DE*    WINTERTHUR EUROPE ASSURANCES              80000         0     80000
DE*    WISDOMTREE DIEFA                         406220         0    406220
DE*    WISDOMTREE DIEFA HIGH YIELDING EQU       439600         0    439600
DE*    WISDOMTREE EUROPE HIGH-YIELDING EQ        97312         0     97312
DE*    WISDOMTREE EUROPE TOTAL DIVIDEND F        53996         0     53996
DE*    WISDOMTREE INTERNATIONAL FINANCIAL        66433         0     66433
DE*    WISDOMTREE INTERNATIONAL LARGECAP        204207         0    204207
107    PIACENTINI PAOLA                              0         0         0
DE*    FRANCO TOSI SRL                         7231104         0   7231104
DE*    ITALMOBILIARE SPA                      20000000         0 20000000
DE*    ITALMOBILIARE SPA                      56060269         0 56060269
123    CAPONI EUGENIO                                0         0         0
DE*    CASSA DI RISPARMIO DI TRIESTE - FO     43244792         0 43244792
DE*    FONDAZIONE CASSA DI RISPARMIO DI V    644382453         0 644382453
148    GARDINA ALMA PIA                         103118    103118         0
149    CANDELA CIRO                              22149     22149         0
150    BRUGOLA CESARE                                0         0         0
DE*    AVIVA INSURANCE LTD                     1847500         0   1847500
DE*    AVIVA INTERNATIONAL INSURANCE LTD      93414164         0 93414164
RL*    AVIVA LIFE SPA                           255901    255901         0
DE*    NORWICH UNION OVERSEAS HOLDING LIM     42540280         0 42540280
164    BELLUZZI GIOVANNI                             0         0         0
RL*    CARIMONTE HOLDING SPA                 447117993 447117993         0
DE*    FONDAZIONE MONTE DI BOLOGNA E RAVE       199500         0    199500
208    BOCCARDO SILVIO                               0         0         0
DE*    FONDAZIONE CASSA DI RISPARMIO DI T    510977185         0 510977185
DE*    PERSEO SPA                             45167000         0 45167000
227    EGIDI DANIELE                                 0         0         0
DE*    AARGAUISCHE PENSIONSKASSE                250000         0    250000
DE*    ABBEY LIFE ASSURANCE COMPANY LIMIT      3532471         0   3532471
DE*    ABITIBI-CONSOLIDATED MASTER TRUST        176291         0    176291
DE*    ABN AMRO FUNDS                           129837         0    129837
DE*    ABR EUROPE MASTER TRUST FUND             548958         0    548958
                                    Page 9
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    AEGON TRANSAMERICA SERIES TRUST -        491147         0    491147
DE*    AGF SUPPORT EURO                          87500         0     87500
DE*    AIC LIMITED                             1539140         0   1539140
DE*    ALAMEDA COUNTY EMPLOYEES` RETIREME       949405         0    949405
DE*    AMERICAN AIRLINES INC., MASTER FIX      1765122         0   1765122
DE*    AMERICAN AIRLINES INC., PILOTS RET      1445919         0   1445919
DE*    AMERICAN LEGACY FOUNDATION                31300         0     31300
DE*    ARCHDIOCESE OF PHILADELPHIA               81600         0     81600
DE*    AUSTIN FIRE FIGHTERS RELIEF AND RE       209500         0    209500
DE*    AXA WORLD FUNDS                         9956357         0   9956357
DE*    BAERUM KOMMUNE                            53689         0     53689
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       132420         0    132420
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       203806         0    203806
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT      5741112         0   5741112
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       648223         0    648223
DE*    BALZAC UMBRELLA INDEX COMPARTIMENT       429072         0    429072
DE*    BECHTEL TRUST AND THRIFT PLAN BECO      1214520         0   1214520
DE*    BELL ALIANT - PICTET ASST MEGMT          365959         0    365959
DE*    BELLSOUTH CORPORATION REPRESENTABL       140811         0    140811
DE*    BILL AND MELINDA GATES FOUNDATION        271800         0    271800
DE*    BIMCOR OVERSEAS POOLED FUND              148078         0    148078
DE*    BNP PAM ASSET MANAGEMENT                 157732         0    157732
DE*    BOARD OF TRUST.LELAND STANFORD UNI         9400         0      9400
DE*    BP PENSION FUND                         4561854         0   4561854
DE*    BRITISH AIRWAYS PENSIONS TRUSTEES         65432         0     65432
DE*    BRUNEI INVESTMENT AGENCY                4231984         0   4231984
DE*    CALIFORNIA PUBLIC EMPLOYEES RETIRE       387226         0    387226
DE*    CALIFORNIA STATE TEACHERS RETIREME      6861862         0   6861862
DE*    CANADIAN BROADCASTING CORPORATION        319024         0    319024
DE*    CAPITA TRUST COMPANY (JERSEY) LIMI       197677         0    197677
DE*    CARDIF ASSURANCE RISQUES DIVERS          182400         0    182400
DE*    CARDIF ASSURANCE VIE                   10342980         0 10342980
DE*    CASE WESTERN RESERVE UNIVERSITY           33396         0     33396
DE*    CATHOLIC HEALTHCARE PARTNERS RETIR       151350         0    151350
DE*    CATHOLIC UNITED INVESTMENT TRUST         403636         0    403636
DE*    CELANESE AMERICAS RETIREMENT PENSI       295960         0    295960
DE*    CENTRAL PENSION FUND OF THE INTERN       378592         0    378592
DE*    CI CORPORATE CLASS LTD                    47409         0     47409
DE*    COCA-COLA ENTERPRISES MASTER TRUST       203500         0    203500
DE*    COLUMBIA MULTI-ADVISOR INTERNATION      2425383         0   2425383
DE*    COMMON FUND INSTITUTIONAL INTERNAT       117678         0    117678
                                   Page 10
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    COMMON TRUST ITALY FUND                 7558901         0   7558901
DE*    CONAGRA FOODS RETIREMENT INCOME SA       447964         0    447964
DE*    DAIMLER CHRYSLER CORPORATION PENSI      2344726         0   2344726
DE*    DB PLATINIUM IV                          268162         0    268162
DE*    DB X-TRACKERS                            327508         0    327508
DE*    DELUXE CORPORATION MASTER RETIREME       197472         0    197472
DE*    DUPONT PENSION TRUST                    5501751         0   5501751
DE*    EDS RETIREMENT PLAN TRUST                681545         0    681545
DE*    ELFUN DIVERSIFIED FUND                   108219         0    108219
DE*    EMORY UNIVERSITY                         184800         0    184800
DE*    EUROPE INDEX PLUS COMMON TRUST FUN      1113678         0   1113678
DE*    FAMILY ASSURANCE FRIENDLY SOCIETY         49370         0     49370
DE*    FAMILY BALANCED TRUST                     41600         0     41600
DE*    FAMILY REGENCY UNIT TRUST                 22000         0     22000
DE*    FEDERATION OF NATIONAL PUBLIC SERV       248221         0    248221
DE*    FIFTH STREET STATION LLC                 101563         0    101563
DE*    FRESNO COUNTY EMPLOYEES` RETIREMEN       572888         0    572888
DE*    GE ASSET MANAGEMENT CANADA FUND -        130264         0    130264
DE*    GE ASSET MANAGEMENT TRUST - GLOBAL       190494         0    190494
DE*    GE INVESTMENT INTERNATIONAL FUND         498054         0    498054
DE*    GENERAL ELECTRIC PENSION TRUST         16466363         0 16466363
DE*    GENERAL MOTORS CANADA FOREIGN TRUS       612559         0    612559
DE*    GLOBAL ADVANTAGE FUNDS - MAJOR MAR       166312         0    166312
DE*    GOVERNMENT EMPLOYEES RETIREMENT SY        91201         0     91201
DE*    GREYSTONE EAFE GROWTH FUND              2945153         0   2945153
DE*    HAMILTON HEALTHCARE SYSTEM INC            23778         0     23778
DE*    HANSBERGER INTERNATIONAL                 367916         0    367916
DE*    HARBOR CAPITAL GROUP TRUST FOR DEF       104306         0    104306
DE*    HEXAVEST EUROPE FUND                     505911         0    505911
DE*    IBM SAVINGS PLAN                          82274         0     82274
DE*    IDEX TEMPLETON GREAT COMP GLOBAL         173709         0    173709
DE*    ILLINOIS STATE BOARD OF INVESTMENT       671407         0    671407
DE*    INSTITUTIONAL MANAGED INTL EQ POOL        48161         0     48161
DE*    INSURANCE CORPORATION OF BRITISH C        48800         0     48800
DE*    INTERNATIONAL ALPHA SELECT TOBACCO        21274         0     21274
DE*    INTERNATIONAL GROWTH OPPORTUNITIES       110647         0    110647
DE*    INTERNATIONAL PAPER COMPANY COMMIN        14136         0     14136
DE*    ISHARES MSCI ACWI INDEX FUND               2954         0      2954
DE*    IUDE LOCALS 302 612 EMPLOYERS CONS         1025         0      1025
DE*    JO HAMBRO CAP MGMT UMBRELLA FD           453000         0    453000
DE*    KBSH EUROPEAN EQUITY FUND                231000         0    231000
                                   Page 11
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    LAY EMPL RET PLAN ARCHDIOCESE PHIL        77300         0     77300
DE*    LODH OPUS EAFE EQUITY POOLED FUND         26000         0     26000
DE*    MANULIFE INTERNATIONAL EQUITY FUND       924369         0    924369
DE*    MANULIFE INTERNATIONAL VAL CL            178187         0    178187
DE*    MAPLE BROWN ABBOTT INTL EQUITY TRU       131100         0    131100
DE*    MARCH LIMITED                             59769         0     59769
DE*    MARKS AND SPENCER PENSION SCHEME         132297         0    132297
DE*    MARYLAND STATE RETIREMENT & PENSIO      1849979         0   1849979
DE*    MERCHANT NAVY OFFICERS PENSION FUN         1800         0      1800
DE*    MERCK & CO INC. MASTER RETIREMENT        189500         0    189500
DE*    MERCK AND CO INC UNION VEBA TRUST         37000         0     37000
DE*    MITCHELLS AND BUTLERS CIF LIMITED        201109         0    201109
DE*    MML FOREIGN FUND                         510306         0    510306
DE*    MONETARY AUTHORITY OF SINGAPORE          251332         0    251332
DE*    MORGAN STANLEY INVESTMENT MANAGEME       120971         0    120971
DE*    MORGAN STANLEY OFFSHORE INTERNATIO      1500713         0   1500713
DE*    MSCI EAFE PROVISIONAL SCREENED IND       103841         0    103841
DE*    MSCI ITALY PROVISIONAL INDEX SECUR      1472795         0   1472795
DE*    MULTI-MANAGER ICVC-MULTI-MANAGER E       167100         0    167100
DE*    NATIONAL PENSIONS RESERVE FUND COM        31355         0     31355
DE*    NBIMC EUROPEAN EQUITY INDEX FD          1620432         0   1620432
DE*    NEW ENGLANDTEAMSTERS AND TRUCKING         82058         0     82058
DE*    NEW STAR EAFE FUND                       513802         0    513802
DE*    NEW STAR GLOBAL EQUITY FUND               20379         0     20379
DE*    NEW STAR INTERNATIONAL EQUITY FUND       314660         0    314660
DE*    NOMURA ASSET MANAGEMENT INSTITUTIO        26210         0     26210
DE*    NT GUERNSEY LTD                          200000         0    200000
DE*    OFFICEMAX PENSION PLAN FOR SALARIE       214209         0    214209
DE*    OMERS ADMINISTRATION CORPORATION        2404227         0   2404227
DE*    ONTARIO TEACHERS PENSION PLAN BOAR      1377510         0   1377510
DE*    ORANGE COUNTY EMPLOYEES RETIREMENT       303100         0    303100
DE*    PENSIONS MANAGEMENT (S.W.F.) LIMIT       412765         0    412765
DE*    PHOENIX WORLDWIDE STRATEGIES FUND         34900         0     34900
DE*    PITNEY BOWES RETIREMENT PLAN              76899         0     76899
DE*    PRINCE GEORGES COUNTY FIRE SERVICE         3570         0      3570
DE*    PRUDENTIAL RETIREMENT INSURANCE &        529977         0    529977
DE*    PRUDENTIAL TRUST COMPANY COLLECTIV      1529700         0   1529700
DE*    RHODE ISLAND EMPLOYEES RETIREMENT       1669828         0   1669828
DE*    SAN MATEO COUNTY EMPLOYEES` RETIRE       128281         0    128281
DE*    SAUDI ARABIAN MONETARY AUTHORITY        3810871         0   3810871
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       613300         0    613300
                                   Page 12
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       109292         0    109292
DE*    SCOTTISH WIDOWS INVESTMENT PARTNER       426229         0    426229
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN       149040         0    149040
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN      3417953         0   3417953
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN      2155001         0   2155001
DE*    SCOTTISH WIDOWS OVERSEAS GROWTH IN       453838         0    453838
DE*    SCOTTISH WIDOWS PLC                        6486         0      6486
DE*    SCOTTISH WIDOWS PLC                     2406427         0   2406427
DE*    SCOTTISH WIDOWS UNIT FUNDS LIMITED       438372         0    438372
DE*    SELECT INDEX SERIES-EUROPEAN EQUIT       126854         0    126854
DE*    SELECT INTERNATIONAL EQUITY MANAGE        11792         0     11792
DE*    SONOMA COUNTY EMPLOYEES RETIREMENT       117555         0    117555
DE*    SSGA GLOBAL INDEX PLUS TRUST            1192779         0   1192779
DE*    SSGA INTERNATIONAL GROWTH OPPORTUN         3397         0      3397
DE*    SSGA WEALTH WEIGHTED GLOBAL EQUITI       375519         0    375519
DE*    STATE BOSTON RETIREMENT SYSTEM           309800         0    309800
DE*    STATE FARM VARIABLE PRODUCT TRUST        262198         0    262198
DE*    STATE OF CONNECTICUT RETIREMENT PL      1531913         0   1531913
DE*    STATE OF MINNESOTA                      1704245         0   1704245
DE*    STATE OF WISCONSIN INVESTMENT BOAR       364524         0    364524
DE*    STATE STREET ACTIONS EUROLAND           3132337         0   3132337
DE*    STATE STREET BANK AND TRUST COMPAN       985375         0    985375
DE*    STATE STREET BANK AND TRUST COMPAN     15137570         0 15137570
DE*    STATE STREET EUROPE ENHANCED              12277         0     12277
DE*    STATE STREET GLOBAL ALPHA EDGE             8110         0      8110
DE*    STATE STREET SRI WORLD INDEX               1206         0      1206
DE*    STATE STREET TRUSTEES LIMITED AS T       156428         0    156428
DE*    STATE STREET TRUSTEES LIMITED ATF        676652         0    676652
DE*    STREETTRACKS DOW JONES STOXX 50 FU       342276         0    342276
DE*    STREETTRACKS MSCI EUROPE ETF             870953         0    870953
DE*    STREETTRACKS SM MSCI EUROPE FINANC       491682         0    491682
DE*    SWIP SICAV - EUROPEAN FUND                10072         0     10072
DE*    TEXTRON MASTER TRUST                     203922         0    203922
DE*    THE COMMON FUND FOR NON PROFIT ORG       564822         0    564822
DE*    THE MUTUAL AID ASSOCIATION OF PREF       203449         0    203449
DE*    THE PRUDENTIAL INSURANCE COMPANY O       616100         0    616100
DE*    THE REGENTS OF THE UNIVERSITY OF C      3202528         0   3202528
DE*    THE RETIREMENT ANNUITY PLAN FOR EM       217277         0    217277
DE*    THE ROCKEFELLER FOUNDATION               140700         0    140700
DE*    THE S&W EUROPEAN TRUST                    88200         0     88200
DE*    ULTRA SERIES FUND-GLOBAL SECURITIE        94445         0     94445
                                   Page 13
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    UNION BANK OF CALIFORNIA N.A               1010         0      1010
DE*    UNIVERSAL SHIPOWNERS MARINE INSURA        74565         0     74565
DE*    UNIVERSITY OF MANCHESTER                 125100         0    125100
DE*    VANTAGEPOINT OVERSEAS EQUITY INDEX       155076         0    155076
DE*    WESTERN METAL INDUSTRY PENSION           148096         0    148096
DE*    WORKERS COMPENSATION BOARD-ALBERTA       149300         0    149300
DE*    WORLD INDEX OLUS SECURITIES LENDIN      1017236         0   1017236
DE*    XEROX PENSIONS LIMITED                   262600         0    262600
231    FAVALLI ARRIGO                             1000      1000         0
249    SPAGGIARI ANTONELLA                           0         0         0
RL*    FONDAZIONE CASSA DI RISPARMIO DI R    123321238 123321238         0
282    MASSARONI MASSIMO                             0         0         0
DE*    AARP                                      53800         0     53800
DE*    AB FUNDS TRUST                           919548         0    919548
DE*    ABN AMRO GLOBAL EQUITY FUND              159172         0    159172
DE*    ACCESSOR FUNDS INC. - INTERNATIONA       844800         0    844800
DE*    ADVISORS INNER CIRCLE FUND ANALYTI         6000         0      6000
DE*    AGERE SYSTEMS INC PENSION PLANS MA        80911         0     80911
DE*    AMERICAN BEACON INTERNATIONAL EQUI       157260         0    157260
DE*    AMONIS NV                                110000         0    110000
DE*    ANDREW W. MELLON FOUNDATION              113852         0    113852
DE*    ARKWRIGHT, LLC                            25680         0     25680
DE*    ARMY AND AIR FORCE EXCHANGE SERVIC        19118         0     19118
DE*    ARTEMIS INCOME FUND                     5550000         0   5550000
DE*    ASCENSION HEALTH                          11000         0     11000
DE*    ASCENSION HEALTH                        1085880         0   1085880
DE*    ASCENSION HEALTH INSURANCE LTD            32223         0     32223
DE*    ASCENSION HEALTH MASTER PENSION TR       463409         0    463409
DE*    ASSOCIATED BANK N.A. COMMON FUND          40871         0     40871
DE*    AVERY DENNISON CORP                       40500         0     40500
DE*    AXA INVESTMENT MANAGERS DEUTSCHLAN        40000         0     40000
DE*    AXA INVESTMENT MANAGERS DEUTSCHLAN        12000         0     12000
DE*    BAE MASTER PENSION INVESTMENT TRUS       373563         0    373563
DE*    BCIMC-ALLIANCE ENH INT EQTY              901677         0    901677
DE*    BCIMC-PICTET ASSET MGMT-EAFE SAWMI      2098452         0   2098452
DE*    BOC GROUP INC RETIREMENT TRUST           117103         0    117103
DE*    BOTSWANA INSURANCE FUND MANAGEMENT       517544         0    517544
DE*    BRANDYWINE GROUP TRUST                   183900         0    183900
DE*    BRITISH COAL STAFF SUPERANNUATION         89738         0     89738
DE*    BRITISH COLUMBIA INV.MAN.CORPORATI      5384658         0   5384658
DE*    BRUNSWICK UNIT 1 QUALIFIED NUCLEAR        40226         0     40226
                                   Page 14
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    BRUNSWICK UNIT 2 QUALIFIED NUCLEAR        50918         0     50918
DE*    BT INSTITUTIONAL INTERNATIONAL SUS        25991         0     25991
DE*    BURROUGHS WELLCOME FUND                  227100         0    227100
DE*    CALIFORNIA PUBLIC EMPLOYEES RETIRE     10741804         0 10741804
DE*    CALIFORNIA STATE TEACHERS RETIREME       332603         0    332603
DE*    CFP-WFC TRUST                             51857         0     51857
DE*    CITY OF HIALEAH RETIREMENT SYSTEM         54616         0     54616
DE*    COHEN & STEERS GLOBAL INCOME BUILD       440200         0    440200
DE*    COLLEGE RETIREMENT EQUITIES FUND        1949380         0   1949380
DE*    CONCORDIA RETIREMENT PLAN                474079         0    474079
DE*    COUNTY OF LOS ANGELES DEFERRED COM       342021         0    342021
DE*    CREDIT SUISSE AM KAG MBH FOR ABW-F       469358         0    469358
DE*    DALLAS POLICE AND FIRE PENSION SYS       353300         0    353300
DE*    DE PRINCE RACE AND ZOLLO GROUP TRU        39000         0     39000
DE*    DENVER EMPLOYEES RETIREMENT PLAN         208020         0    208020
DE*    DIVERSIFIED FUND OF CANADA INT.SPE        29906         0     29906
DE*    DU PONT (UK) LIMITED PENSIONS FUND       438000         0    438000
DE*    EMPLOYEES RETIREMENT SYSTEM OF TEX      2308863         0   2308863
DE*    EMPLOYEES` RETIREMENT SYSTEM OF TH       454400         0    454400
DE*    ENERGY INSURANCE MUTUAL LIMITED          118098         0    118098
DE*    ENSIGN PEAK ADVISORS INC.                673700         0    673700
DE*    ENTERGY SERVICES INC. MASTER TRUST       287280         0    287280
DE*    EQ ADVISORS TRUST EQ/TEMPLETON GRO       950000         0    950000
DE*    EQ ADVISORS TRUST-MARKETPLUS INTER       834774         0    834774
DE*    FAMILY INVESTMENTS CHILD TRUST FUN       130398         0    130398
DE*    FEDERAL EXPRESS CORP EMPLOYEE`S PE      3176136         0   3176136
DE*    FIRST AMERICAN INVESTMENT FUNDS IN       281019         0    281019
DE*    FONDS DE RESERVE POUR LES RETRAITE     24442857         0 24442857
DE*    GENERAL ELECTRIC INSURANCE PLAN TR       731599         0    731599
DE*    GENERAL ELECTRIC PENSION TRUST           583037         0    583037
DE*    GENERAL MOTORS WELFARE BENEFIT TRU       399118         0    399118
DE*    GOVERNMENT PENSION INVESTMENT FUND      9007622         0   9007622
DE*    HANSBERGER INSTITUTIONAL SERIES IN       160299         0    160299
DE*    HANSBERGER INSTITUTIONAL SERIES IN        23276         0     23276
DE*    HARRIS UNIT 1 QUALIFIED NUCLEAR DE        27782         0     27782
DE*    HOMESTEAD INTERNATIONAL VALUE FUND       410800         0    410800
DE*    HONEYWELL INT INC MASTER RETIR TRU      1041813         0   1041813
DE*    ILLINOIS TEACHERS RETIREMENT SYSTE      2359485         0   2359485
DE*    ING BEWAAR MAATSCHAPPIJ 1 BV             210400         0    210400
DE*    ING DIRECT CORPORATE CLASS LIMITED        10388         0     10388
DE*    INTERLOCAL PENS FD GEOPGR COMM INT       432043         0    432043
                                   Page 15
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    INTERNATIONAL PAPER COMPANY COMMIN        94800         0     94800
DE*    INTERNATIONAL STOCK MARKET PORTFOL        19919         0     19919
DE*    IOWA STATE UNIVERSITY FOUNDATION          17400         0     17400
DE*    JOHN & MARCIA GOLDMAN                     31319         0     31319
DE*    JOHN D GOLDMAN 1997 CHARITABLE LEA        20367         0     20367
DE*    JOHN D GOLDMAN 1997 LONG TERM TRUS        16069         0     16069
DE*    JOHN D GOLDMAN 2001 TRUST                 28725         0     28725
DE*    JOHN HANCOCK FUNDS II INTERNATIONA       249675         0    249675
DE*    JOHN HANCOCK FUNDS II INTERNATIONA      1733820         0   1733820
DE*    JOHN HANCOCK TRUST GLOBAL TRUST         1350000         0   1350000
DE*    JOHN HANCOCK TRUST INTERNATIONAL E       181344         0    181344
DE*    JOHN HANCOCK TRUST INTERNATIONAL E       262585         0    262585
DE*    JOHN HANCOCK TRUST INTERNATIONAL V      1655043         0   1655043
DE*    JOHN&CATHERINE MACARTHUR FOUNDATIO       154100         0    154100
DE*    JOHNSON & JOHNSON PENSION & SAVING       599600         0    599600
DE*    JOHNSON & JOHNSON UK GROUP RETIREM       108692         0    108692
DE*    JP MORGAN BANK AS DIRECTED TRUSTEE       263585         0    263585
DE*    JP MORGAN BANK AS DIRECTED TRUSTEE       171988         0    171988
DE*    JP MORGAN BANK TTE FOR GENERAL MOT       515159         0    515159
DE*    JP MORGAN BANK TTE FOR GENERAL MOT       310013         0    310013
DE*    JP MORGAN CHASE RETIREMENT PLAN          287136         0    287136
DE*    KAS DEPOSITARY TRUST COMPANY             189180         0    189180
DE*    LEE MUNDER CAPITAL GROUP                   2630         0      2630
DE*    LEGG MASON PARTNERS VARIABLE PORTF        90000         0     90000
DE*    LEGG MASON PARTNERS WORLD FUNDS, I       429400         0    429400
DE*    LOMBARD ODIER DARIER HENTSCH FUND         17351         0     17351
DE*    MANHATTAN AND BRONX SURFACE TRANSI       342300         0    342300
DE*    MARATHON EAFE EQUITY FUND                212467         0    212467
DE*    MARATHON GLOBAL FUND : GLOBAL EQUI       647405         0    647405
DE*    MARATHON LONDON GLOBAL INVESTMENT        164979         0    164979
DE*    MARATHON NEW GLOBAL FUND PLC             647050         0    647050
DE*    MARATHON-LONDON GROUP TRUST FOR EM      1133306         0   1133306
DE*    MARATHON-LONDON INTERNATIONAL INVE       863651         0    863651
DE*    MARYLAND STATE RETIREMENT & PENSIO        18833         0     18833
DE*    MAVRIX GLOBAL FUND                        31315         0     31315
DE*    MD EQUITY FUND                           585450         0    585450
DE*    MERCATOR INTERNATIONAL FUND             7678000         0   7678000
DE*    MERCER QIF FUND PUBLIC LIMITED COM        20682         0     20682
DE*    METROPOLITAN LIFE INSURANCE COMPAN        38577         0     38577
DE*    MINISTRY OF FINANCE AND ECONOMY           60370         0     60370
DE*    MISSOURI INVESTMENT TRUST                 12677         0     12677
                                   Page 16
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    MTB INTERNATIONAL EQUITY FUND            170337         0    170337
DE*    MUNICIPAL EMPLOYEES` RETIREMENT SY       661792         0    661792
DE*    MUNICIPAL GRATUITY FUND                   12587         0     12587
DE*    NATIONAL CITY BANK                        12897         0     12897
DE*    NATIONAL RAILROAD RET INVESTMENT T       322680         0    322680
DE*    NATIONAL RURAL ELECTRIC COOPERATIV       816100         0    816100
DE*    NCB CATHOLIC DIOCESE OF SAGINAW FR         2987         0      2987
DE*    NEW STAR GLOBAL EQUITY FUND               72122         0     72122
DE*    NEW YORK STATE COMMON RETIREMENT F      1526305         0   1526305
DE*    NEW YORK STATE COMMON RETIREMENT F      2587176         0   2587176
DE*    NORTEL NETWORKS LONG-TERM INVESTME       414493         0    414493
DE*    NTCC FUND FOR GRANTOR TRUST COMM         117484         0    117484
DE*    OKLAHOMA PUBLIC EMPLOYEES RET. SYS       928982         0    928982
DE*    P.H. GLATFELTER COMPANY MASTER RET        27300         0     27300
DE*    PHOENIX INTERNATIONAL STRATEGIES F        51700         0     51700
DE*    POWER CORPORATION SUPERANNUATION P       172185         0    172185
DE*    PRUDENTIAL STAFF PENSION LIMITED          16359         0     16359
DE*    PUBLIC EMPLOYEES SUPERANNUATION PL       510819         0    510819
DE*    QUEBEC PROFESSIONALS` EUROPEAN EQU        58080         0     58080
DE*    RABBI TST FOR LADD FURNITURE INC           1743         0      1743
DE*    RBC BALANCED FUND                       1396000         0   1396000
DE*    RBC PRIVATE EUROPEAN EQUITY POOL         385000         0    385000
DE*    REG RETR EMPL SYND COMN URB MONTRE       129424         0    129424
DE*    REGENSTEIN FOUNDATION                     10231         0     10231
DE*    RETIREMENT AND SECURITY PROGRAM FO       190090         0    190090
DE*    REUNICA CAAM ACTIONS                     216911         0    216911
DE*    RICHARD KING MELLON FOUNDATION           249296         0    249296
DE*    RIVERSIDE CHURCH IN THE CITY OF NE        67131         0     67131
DE*    ROBERT L MCNEIL COMPLEX TRUST             96040         0     96040
DE*    ROBINSON UNIT 2 QUALIFIED NUCLEAR         47149         0     47149
DE*    SAUDI ARABIAN MONETARY AGENCY          17155108         0 17155108
DE*    SBC MASTER PENSION TRUST                 505370         0    505370
DE*    SCHERING PLOUGH POST RETIR. BENEFI        16240         0     16240
DE*    SCHERING PLOUGH RETIREMENT PLAN           92000         0     92000
DE*    SISTERS OF MERCY OF NORTH CAROLINA        38300         0     38300
DE*    SISTERS OF MERCY OF THE AMERICAS          46047         0     46047
DE*    SOUTHERN CALIFORNIA UFCW LARGE CAP         4300         0      4300
DE*    SOUTHERN COMPANY SYSTEM MASTER           374484         0    374484
DE*    SPDR MSCI ACWI EX-US ETF                 137977         0    137977
DE*    SPDR S&P WORLD (EX-US) ETF                11988         0     11988
DE*    SPRUCEGROVE SPECIAL GLOBAL POOLED       1928659         0   1928659
                                   Page 17
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    STATE OF INDIANA PUBLIC EMPLOYEES`      1659148         0   1659148
DE*    STATE OF NEW JERSEY COMMON PENSION     20056780         0 20056780
DE*    STATE STREET TRUST & BANKING CO LT        20750         0     20750
DE*    STATE STREET TRUST & BANKING CO LT        64442         0     64442
DE*    STICHTING ALGEMEEN PENSIOENFONDS P        54386         0     54386
DE*    TACOMA EMPLOYEES RETIREMENT SYSTEM       251251         0    251251
DE*    TAIPEI FUBON COMMERCIAL BANK IN IT        13184         0     13184
DE*    TALBOT`S INC. PENSION PLAN                11100         0     11100
DE*    TAM INTERNATIONAL EQUITY TRUST           138900         0    138900
DE*    TD EMERALD GLOBAL SUSTAINABILITY P         7950         0      7950
DE*    TENNESSEE CONSOLIDATED RETIREMENT        998935         0    998935
DE*    TEXAS PREPAID HIGHER TUITION BOARD       637006         0    637006
DE*    THE ALLIANCE TRUST PLC                  3209353         0   3209353
DE*    THE EMM UMBRELLA FUNDS                    65060         0     65060
DE*    THE FIRST MERCANTILE TRUST COMPANY        22000         0     22000
DE*    THE FRANCE - MERRICK FOUNDATION IN        15390         0     15390
DE*    THE JOHNS HOPKINS UNIVERSITY             102226         0    102226
DE*    THE MASTER TRUST BANK OF JAPAN LTD       129660         0    129660
DE*    THE NUFIELD FOUNDATION                    32579         0     32579
DE*    THE ONTARIO PUB SER EMPL UNI PEN T       239106         0    239106
DE*    THE PROV TREAS OF P PRINCE EDW ISL       213024         0    213024
DE*    THE RETIREMENT PLAN OF JP MORGAN C       104409         0    104409
DE*    THE YORKSHIRE TRACTION COMPANY LIM       125000         0    125000
DE*    THE ZAYED FOUNDATION                    1082923         0   1082923
DE*    THREADNEEDLE SPECIALIST INVESTMENT        20660         0     20660
DE*    THRIVENT PARTNER INTERNATIONAL STO       995100         0    995100
DE*    THRIVENT PARTNER INTERNATIONAL STO      2105200         0   2105200
DE*    TIIA - CREF INSTITUTIONAL MUTUAL F         2000         0      2000
DE*    TOP MANAGERS FUNDS                       160178         0    160178
DE*    TREDJE AP-FONDEN                         370220         0    370220
DE*    TREDJE AP-FONDEN                        1507043         0   1507043
DE*    TT INTERNATIONAL INVESTMENT FUNDS        259621         0    259621
DE*    UBS PACE ALTERNATIVE STRATEGIES IN         2187         0      2187
DE*    UBS PACE INTERNATIONAL EQUITY INVE      1163259         0   1163259
DE*    UNITED FOOD AND COMMERCIAL WORKERS        51517         0     51517
DE*    VIA CHRISTI HEALTH SYSTEM CASH BAL        39655         0     39655
DE*    VIA CHRISTI HEALTH SYSTEM INC.            69710         0     69710
DE*    WASHINGTON STATE INVESTMENT BOARD        121371         0    121371
DE*    WELLCOME TRUST                           337850         0    337850
DE*    WEST MIDLANDS METROPOLITAN AUTHORI          100         0       100
DE*    WESTPAC INTERNATIONAL SHARE INDEX        628230         0    628230
                                   Page 18
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    WILLIAMSBERG INVESTMENT TRUST             15668         0     15668
DE*    XEROX CANADA EMPLOYEES RETIREMENT        151359         0    151359
DE*    YOUNG MENS CHRISTIAN ASSOCIATION R       181492         0    181492
304    LA VERDE LUCIO                             3000      3000         0
361    DRAGHI GIORGIO                                0         0         0
DE*    INTERNATIONAL FASHION TRADING S.A.     72651170         0 72651170
DE*    MAX MARA INTERNATIONAL S.A.            75567018         0 75567018
365    MUSSINI MASSIMO                            1777         0      1777
369    PALLANTI PAOLO                                0         0         0
DE*    DIALOGO ASSICURAZIONI SPA                  3990         0      3990
DE*    FONDIARIA SAI SPA                      21044867         0 21044867
DE*    MILANO ASSICURAZIONI SPA               46493286         0 46493286
DE*    NOVARA VITA S.P.A.                        66500         0     66500
DE*    SASA ASSICURAZIONI E RIASSICURAZIO        40000         0     40000
DE*    SASA VITA SPA                             45000         0     45000
DE*    SIAT SPA                                  10000         0     10000
371    GRAFFAGNINO GIOACCHINO                     2300      1000      1300
373    PUGLISI GIOVANNI                              0         0         0
RL*    FONDAZIONE BANCO DI SICILIA            79380000 79380000          0
381    CAROLLO PIERLUIGI                          6050      6050         0
387    WOLFGRING ALEXANDER                           0         0         0
RL*    AV-Z HOLDING S.P.A.                   133409475 133409475         0
DE*    AV-Z KAPITALGESELLSCHAFT GMBH            500000         0    500000
DE*    BA-CA-PRIMA PRIVATSTIFTUNG               584000         0    584000
DE*    BA-CA-PRIMA-PRIVATSTIFTUNG              3033000         0   3033000
DE*    BETRIEBSRATSFONDS DES BETRIEBSRATE          640         0       640
388    CASSARA` AGOSTINO                          8126      1321      6805
391    SADEK MIGIRAB YOUSEF S.                       0         0         0
DE*    LIBYAN FOREIGN BANK                    74898218         0 74898218
396    TETI STEFANO                                  0         0         0
DE*    AGF FINANCE AGF IART                    2309721         0   2309721
DE*    AGF FINANCE AGF VIE                     5107395         0   5107395
DE*    AGF FINANCE AGF VIE ANCRE                875145         0    875145
DE*    AGF FINANCE AGF VIE PREFON               513680         0    513680
DE*    AGF FINANCE ARCALYS ACTIF                290000         0    290000
DE*    ALLIANZ BELGIUM SA                       500000         0    500000
DE*    ALLIANZ S.P.A. (GIA` RIUNIONE ADRI    297144419         0 297144419
DE*    ANTONIANA VENETA POPOLARE VITA SPA      4106550         0   4106550
DE*    L.A. VITA SPA                             25100         0     25100
DE*    RB VITA S.P.A.                          4100000         0   4100000
398    CALO` MICHELANGELO                            0         0         0
DE*    REGIONE SICILIANA                      82595772         0 82595772
                                   Page 19
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
399    MORETTIN PATRICE                               0         0         0
DE*    FONDAZIONE CASSAMARCA, CASSA DI RI     109090234         0 109090234
416    DE COSMO AMANDA                                0         0         0
**D    SGAM                           SGAM      1100000         0   1100000
**D    SGAM                           SGAM      4471040         0   4471040
**D    SGAM                           SIMB       528027         0    528027
**D    SGAM                           ATOM        75150         0     75150
**D    SGAM                           SGAM       682797         0    682797
**D    SGAM                           SGAM       893368         0    893368
**D    SGAM                           SGAM       149811         0    149811
**D    SGAM                           AUDI       406259         0    406259
**D    SGAM                           AVIV        39100         0     39100
**D    SGAM                           IFC          3490         0      3490
**D    SGAM                           FCP          9010         0      9010
**D    SGAM                           SOFR         2963         0      2963
**D    NESTLE FRANCE                              49500         0     49500
**D    3M FRANCE                                  16209         0     16209
**D    SA ANDROS                                  16210         0     16210
**D    MERIDIEN EQUILIBRE                          1443         0      1443
**D    GROUPE POMONA                              25895         0     25895
**D    CHARLES ANDRE                              10467         0     10467
**D    BIB PRUDENCE                               14195         0     14195
**D    A.C. NIELSEN COMPANY                        2080         0      2080
**D    STAUBLI 80/20 SGAM                          7941         0      7941
**D    DANONE DYNAMIQUE                           33370         0     33370
**D    HOLCIM EQUILIBRE                            7256         0      7256
**D    ARMAND THIERY SAS                           9192         0      9192
**D    SGAM                           ASTR        12916         0     12916
**D    PINAULT BOIS ET MATERIAUX                   1336         0      1336
**D    GROUPE ASSYSTEM FONDS A                     4640         0      4640
**D    D.C.F. 1 DYNAMIQUE                          9966         0      9966
**D    TOTAL DIVERSIFIE A DOMINANTE O             29332         0     29332
**D    FNAC EQUILIBRE                              3285         0      3285
**D    GROUPE CEGID                                 985         0       985
**D    ELIS                                        4845         0      4845
**D    HOLCIM AUDACE                               1521         0      1521
**D    STAUBLI 50/50 SGAM                          4574         0      4574
**D    LABORATOIRES GLAXOSMITHKLINE GSK           42392         0     42392
**D    SOCIETE GENERALE FONDS A OBLIGSG F          3790         0      3790
**D    SOCIETE GENERALE FONDS A OBLIGSG F         68200         0     68200
**D    SOCIETE GENERALE FONDS A OBLIGSG F         84720         0     84720
                                   Page 20
08/05/2008 19.56.06   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    EURO VL SA SGAM               FCP         29000         0     29000
**D    EURO VL SA SGAM               INVE        13000         0     13000
**D    EURO VL SA SGAM               ATM          2100         0      2100
**D    SGAM                          FCP         10000         0     10000
**D    EURO VL SA SGAM               INVE         3500         0      3500
**D    EURO NAV SA SG                GEST       253900         0    253900
**D    MORGAN STANLEY GALAXY FUND                56000         0     56000
**D    MORGAN STANLEY SICAV                      88902         0     88902
**D    JTSB LIMITED AS TRUSTEE FOR MITSUI         7951         0      7951
**D    MORLEY MANAGED FUNDS ICVC MORLEY           6622         0      6622
**D    NATIONAL WESTMINSTER LIFE ASSURANC        14928         0     14928
**D    RBS INVESTMENT FUNDS ICVC BALANCED        62412         0     62412
**D    NORWICH UNION LIFE AUSTRALIA LIMIT       112291         0    112291
**D    NATIONAL WESTMISTER REINSURANCE LT         4008         0      4008
**D    MORLEY INTERNATIONAL FUND                 17553         0     17553
**D    EPARGNE ETHIQUE ACTIONS                   60000         0     60000
**D    SICAV CHOIX SOLIDAIRE                     70000         0     70000
**D    PAX WORLD INTERNATIONAL FUND               5668         0      5668
**D    DGAM EAFE EQUITY FUND L.P.               166452         0    166452
**D    NATEXIS BANQUE POPULAIRE      CARP        48442         0     48442
**D    IXIS ASSET MANAGEMENT         ARRC       602798         0    602798
**D    IXIS ASSET MANAGEMENT         SAIN       395240         0    395240
**D    UNIVERSITY HOSPIT HEALTH SYSTEM IN          200         0       200
**D    BRUNEI INVESTMENT AGENCY                 325208         0    325208
**D    ONTARIO TEACHERS PENSION PLAN BOAR      7794101         0   7794101
**D    MACIF GESTION MACIF CROISSANCE DUR       129512         0    129512
**D    MACIF GESTION MACIF CROIS DURABLE        350402         0    350402
**D    MACIF GESTION ACTIMACIF 1                635255         0    635255
**D    FCP CAPI EUROPE                          223730         0    223730
**D    FEDERIS EPARGNE EQUILIBREE               129000         0    129000
**D    FCP FEDERIS EUROPE ACTIONS              1034400         0   1034400
**D    FCP FEDERIS EURO ACTIONS                1183000         0   1183000
**D    FCP EURO ETHIQUE INSTITUTIONS            950000         0    950000
**D    FCP FEDERIS IRC ACTIONS                  515600         0    515600
**D    FCP FEDERIS ACT QUATREM                  516100         0    516100
**D    FEDERIS AVENIR EURO-PE                  1838500         0   1838500
**D    FCP MEDERIC ACTION                       659100         0    659100
**D    AVENIR EURO                              700000         0    700000
**D    FCP ACTIONS ISR                         1200000         0   1200000
**D    FCP AG2R EURO ACTIONES                  3800000         0   3800000
**D    REGIME DE RETRAITE DE L`UNIV DU QU        72800         0     72800
                                   Page 21
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    UNITED CHURCH OF CANADA PENSION PL       211150         0    211150
**D    TCW GROUP, INC                             3490         0      3490
**D    AGF INTERNATIONAL VALUE FUND            5928044         0   5928044
**D    AGF ALL WORLD TAX ADVANTAGE GROUP       9928176         0   9928176
**D    AGF WORLD BALANCED FUND                 3875000         0   3875000
**D    INTL EQUITY VALUE CORP CL-AGF             23423         0     23423
**D    STITCHTING BEDRIJFSPENSIOENFONDS V      4071982         0   4071982
**D    MN SERVICES                             3369242         0   3369242
**D    VIKING GLOBAL EQUITIES LP               2984000         0   2984000
419    MIK ANNA                                      0         0         0
DE*    DEXIA EQUITIES L EURO 50                1315195         0   1315195
DE*    DEXIA EQUITIES L EUROPE                 1270796         0   1270796
DE*    DEXIA EQUITIES L EUROPE FINANCE SE       214655         0    214655
DE*    DEXIA EQUITIES L EUROPE HIGH DIVID        56175         0     56175
DE*    DEXIA EQUITIES L GROWTH COMPANIES         14998         0     14998
DE*    DEXIA EQUITIES L ITALY                    64916         0     64916
DE*    DEXIA EQUITIES L SUSTAINABLE EMU         143430         0    143430
DE*    DEXIA EQUITIES L WORLD FINANCE SEC        23228         0     23228
428    PAVONESSA DANILO                              0         0         0
DE*    AEGON CUSTODY BV                        9172325         0   9172325
DE*    AIC LIMITED                               85260         0     85260
DE*    AIR CANADA PENSION TRUST FUND              3869         0      3869
DE*    ARIZONA STATE RETIREMENT SYSTEM           37200         0     37200
DE*    ASEA BROWN BOVERI INC.MASTER TRUST       100661         0    100661
DE*    AXA WORLD FUNDS                         4212840         0   4212840
DE*    BALTIMORE COUNTY RETIREMENT SYSTEM       285000         0    285000
DE*    BAPTIST FOUNDATION OF TEXAS                3535         0      3535
DE*    BAYER CORPORATION MASTER TRUST            20300         0     20300
DE*    BAYER INC. MASTER TRUST                    9400         0      9400
DE*    BBH FOR SEI INSTITUTIONAL INVES TW       236620         0    236620
DE*    BBH FOR-SEI INST INV TRUST INTERNA       466421         0    466421
DE*    BBH FOR-SEI INSTIT INV TRUST INTER       188117         0    188117
DE*    BBH IEF(RIC)(MONDRIAN INV PARTN)         839174         0    839174
DE*    BBH/SEI INSTIT INVEST TRST WRLD EQ       252000         0    252000
DE*    BD OF PENS OF THE PRESBYTERIAN CHU       491434         0    491434
DE*    BELL ATLANTIC MASTER TRUST               298419         0    298419
DE*    BLACKROCK FUNDS                          112070         0    112070
DE*    BLUE CROSS BLUE SHIELD OF NOR CAR        121697         0    121697
DE*    BON SECOURS HEALTH SYSTEM, INC           143320         0    143320
DE*    BROWN BROTHERS HARRIMAN AND CO          5608597         0   5608597
DE*    BRUNEI INVESTMENT AGENCY                1295762         0   1295762
                                   Page 22
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    CANADIAN IMPERIAL BANK OF COMM .          31906         0     31906
DE*    CANADIAN PACIFIC RAILWAY PENSION F       295099         0    295099
DE*    CANADIAN PACIFIC RAILWAY PENSION P       601204         0    601204
DE*    CARGILL ANS ASSOCIATED MASTER PEN          8800         0      8800
DE*    CATHOLIC HEALTH INITIATIVES              229003         0    229003
DE*    CENTRAL STATES,S.E.&S.W. AREAS FUN        52748         0     52748
DE*    CF GLOBAL ALPHA 1 FD MELLON FIN CO       112623         0    112623
DE*    CF GLOBAL TACTICAL ASSET ALLOCATIO         9769         0      9769
DE*    CIBC BANK & TRUST COMPANY (CAYMAN)         9800         0      9800
DE*    CIBC EUROPEAN EQUITY FUND                658007         0    658007
DE*    CIBC EUROPEAN INDEX FUND                  37336         0     37336
DE*    CIBC FINANCIAL COMPANIES FUND            425000         0    425000
DE*    CIBC GLOBAL EQUITY FUND                   89400         0     89400
DE*    CIBC INTERNATIONAL INDEX FUND             68767         0     68767
DE*    CIBC POOLED INTL EQUITY INDEX FUND        89441         0     89441
DE*    CIBC TRUST INTL EQUITY POOL              858300         0    858300
DE*    CITADEL EQUITY FUND LTD C/A MAPLES      4346589         0   4346589
DE*    CITADEL EQUITY FUND LTD C/O MAPLES      2697016         0   2697016
DE*    CITIBANK NA AS TRUSTEE                    19300         0     19300
DE*    CITITRUST LTD                            266493         0    266493
DE*    CITY OF JACKSONVILLE RETIR SYSTEM        147994         0    147994
DE*    CITY OF NEW YORK DEFERRED COMPENS        805067         0    805067
DE*    COLONIAL FIRST STATE INVESTMENT LI       759611         0    759611
DE*    COMMONWEALTH BANK OFFICERS SUPERAN       209283         0    209283
DE*    COMMONWEALTH PENNSYLVANIA PUBLIC S       185775         0    185775
DE*    COMMONWEALTHOF PENNSYLVANIA STATE         38300         0     38300
DE*    DAIMLERCHRYSLER CANADA MASTER TR F         3913         0      3913
DE*    DREYFUS INTL STOCK INDEX FUND            352918         0    352918
DE*    DT INTERNATIONAL STOCK INDEX FUND         18263         0     18263
DE*    EAFE EQUITY FUND                         208559         0    208559
DE*    EAFE INDEX PLUS SECURITIES LENDING       170963         0    170963
DE*    EMPL RET INCOME PLAN TR MINNESOTA         84883         0     84883
DE*    ENERGY EAST CORPORATION MASTER TRU        39140         0     39140
DE*    ENERGY EAST CORPORTATION MASTER TR        67340         0     67340
DE*    ESSEX COUNTY COUNCIL                     130835         0    130835
DE*    FAIRFAX COUNTY UNIFORMED RET.SYSTE         1800         0      1800
DE*    FIRST INITIATIVES INSURANCE, L TD         79000         0     79000
DE*    FLORIDA RETIREMENT SYSTEM                 53500         0     53500
DE*    GBL ALPHA EDGE COMMON TRUST FD RE         11323         0     11323
DE*    GE FUNDS - GE GLOBAL EQUITY FUND         157442         0    157442
DE*    GE FUNDS - GE INTERNATIONAL EQUITY       161694         0    161694
                                   Page 23
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    GE FUNDS - GE STRATEGIC INVESTMENT        81458         0     81458
DE*    GE INSTITUTIONAL FUNDS-INTERNATION      5002091         0   5002091
DE*    GE INSTITUTIONAL FUNDS-STRATEGIC I       290255         0    290255
DE*    GE INVESTMENT CANADA INTERNATIONAL       635022         0    635022
DE*    GE INVESTMENTS FUNDS, INC. - INTER       110820         0    110820
DE*    GE INVESTMENTS FUNDS, INC. - TOTAL      1376321         0   1376321
DE*    GLOBAL VALUE EQUITY FUND                   7990         0      7990
DE*    GMO FOREIGN FUND                        3646982         0   3646982
DE*    GPB/G-RBC CONTINENTAL EUROPEAN           130912         0    130912
DE*    GSK COMMON INVESTMENT FUND                 4830         0      4830
DE*    HANSBERGER INSTITUTIONAL SERIES IN      2326074         0   2326074
DE*    HARRISVILLE ENTERPRISES S.A.              77945         0     77945
DE*    HAWKER BEECHCRAFT CORPORATION            148048         0    148048
DE*    HEALTHCARE EMPLOYEES PENSION PLAN        414042         0    414042
DE*    HONG KONG SPECIAL ADMINISTRATIVE R      2038854         0   2038854
DE*    HORACE O.BRIGHT COLLECTIVE INV.FUN         9650         0      9650
DE*    HOURGLASS INDEXED INTERNATIONAL SH       113161         0    113161
DE*    HOUSTON FIREFIGHTERS RELIEF & RETI        16400         0     16400
DE*    HOWARD HUGHES MEDICAL INSTITUTE          181700         0    181700
DE*    IG TEMPLETON INTERNATIONAL EQUITY        158933         0    158933
DE*    IG TEMPLETON INTL EQUITY CLASS A          93145         0     93145
DE*    IG TEMPLETON WORLD ALLOCATION FUND        51977         0     51977
DE*    IMPERIAL INTERNATIONAL EQUITY POOL       292692         0    292692
DE*    INSURANCE COMMISSION OF WESTERN AU        53056         0     53056
DE*    INTERNATIONAL BANK FOR RECONSTRUCT       232670         0    232670
DE*    INTERPOLIS & VAN SPAENDONCK              282948         0    282948
DE*    ISPAT INLAND INC PENSION PLAN            142900         0    142900
DE*    JNL FRANKLIN TEMPLETON GL GROWTH F        10000         0     10000
DE*    JOHN DEERE PENSION TRUST                 821598         0    821598
DE*    JOHN S. & JAMES L. KNIGHT FOUND.          94700         0     94700
DE*    KEYSTONE TEMPL INTL STOCK CAP CLAS       207492         0    207492
DE*    KINGDON ASSOCIATES                       568094         0    568094
DE*    KINGDON FAMILY PARTNERSHIP LP             64148         0     64148
DE*    LANXESS INC. MASTER TRUST FUND            28080         0     28080
DE*    LEGAL AND GENERAL ASSURANCE (PENSI      8780136         0   8780136
DE*    LINCOLN VAR INS PRODUCTS TEMPLETON       337851         0    337851
DE*    LINCOLN VARIABLE INS PROD INT`L FU      2353938         0   2353938
DE*    LPI AKTIER EUROPOA II                    666256         0    666256
DE*    LUCENT TECHNOLOGIES PENSION TRUST        565700         0    565700
DE*    LUCERNE CAPITAL FUND LP                  246231         0    246231
DE*    M KINGDON OFFSHORE LTD                  1617758         0   1617758
                                   Page 24
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    MARS GMGBH                                295762         0    295762
DE*    MCDERMOTT INC MASTER TRUST                258096         0    258096
DE*    MELLON BANK EMP COLL INVEST FD            187754         0    187754
DE*    MELLON CAP MANAGMNT/JNL INTL INDEX          9790         0      9790
DE*    MELLON INTERNATIONAL FUND                2318120         0   2318120
DE*    MELLON POOLED INTERN ALL COUNTRY W        188740         0    188740
DE*    MINISTRY OF FINANCE OF KAZAKHSTAN        1307913         0   1307913
DE*    MINNESOTA LIFE INSURANCE COMPANY            2000         0      2000
DE*    MUNICIPAL FIRE & POLICE RETIRE IOW         17595         0     17595
DE*    NELDA C. AND H.J. LUTCHER STARK FO          1843         0      1843
DE*    NESTEGG DOW JONES 2010 FUND                  189         0       189
DE*    NESTEGG DOW JONES 2015 FUND                 7038         0      7038
DE*    NYNEX CO MASTER PENSION TRUST             313836         0    313836
DE*    ODDO ASSET MANAGEMENT VECTEUR ACT         647350         0    647350
DE*    ODDO ASSET MANAGEMENT AAE OAM             242600         0    242600
DE*    ODDO ASSET MANAGEMENT CIPAV DIVERS       1468852         0   1468852
DE*    ODDO ET CIE ENTERPRISE D`INVETISS.       6941664         0   6941664
DE*    OIA DIVERSIF INT COMMING FUND, LP           1000         0      1000
DE*    OIL INVESTMENT CORP LTD & OIL    CA       187699         0    187699
DE*    ONTARIO POWER GENERATION INC              141500         0    141500
DE*    ONTARIO POWER GENERATION INC.             181146         0    181146
DE*    OPERATING ENG.#101 PENSION FUND           102588         0    102588
DE*    OPTIMIX WHOLESALE GLOBAL SHARE TRU        418992         0    418992
DE*    OWENS CORNING CANADA INC CONSOLIDA         54000         0     54000
DE*    PARVUS EUROPEAN ABSOLUTE OPPORTUNI       3717045         0   3717045
DE*    PARVUS EUROPEAN OPPORTUNITIES MAST       1445076         0   1445076
DE*    PENNSYL.MUNICIPAL RETIREM.SYSTEM          416000         0    416000
DE*    PERMAL LONG FUNDS-PAN EUROPEAN FUN        160083         0    160083
DE*    QWEST DEFINED BENEFIT/DEF CONTR MA         85283         0     85283
DE*    RBS AS DEP OF FIRST STATE INVESTME         27646         0     27646
DE*    REGENCE BLUECROSS BLUESHIELD OF OR         14818         0     14818
DE*    REGENCE BLUECROSS BLUESHIELD OF UT          4200         0      4200
DE*    REGENCE BLUESHIELD                         24960         0     24960
DE*    REGENT STRAT EUROPEAN EQ                  520607         0    520607
DE*    REGENTS OF THE UNIVERSITY OF MICHI         22031         0     22031
DE*    RETIREM P OF BON SECOURS HEALTH SY         69650         0     69650
DE*    RL EUROPEAN EQUITY FUND                   358002         0    358002
DE*    ROGERSCASEY TARGET SOLUTIONS               20970         0     20970
DE*    SAUDI ARABIAN MONETARY AGENCY              70209         0     70209
DE*    SCOTTISH WIDOWS PLC                      2442091         0   2442091
DE*    SEI INSTITUTIONAL INTERN. TRUST IN        132000         0    132000
                                   Page 25
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SEI INSTITUTIONAL INVESTMENTS TRUS        64000         0     64000
DE*    SISTERS OF ST FRANCIS HEALTH SERVI        42200         0     42200
DE*    SMITH BARNEY                             346752         0    346752
DE*    SOGEPLUS                               12250000         0 12250000
DE*    SSGA ITALY INDEX FUND                    955339         0    955339
DE*    SSGA MSCI EAFE INDEX FUND                557725         0    557725
DE*    STATE STREET GLOBAL ADVISORS AUSTR       347176         0    347176
DE*    STICHT TOT BEW CORD AAN EUR ENH BE        61596         0     61596
DE*    STICHTING BEDRIJFSPEN.VOOR BOUWNIJ       146708         0    146708
DE*    STICHTING PENSIOENF DUPONT NEDERLA       315100         0    315100
DE*    STICHTING PENSIOENFONDS ABP              654625         0    654625
DE*    STICHTING T BEW CORDARES AAN E AC       3331926         0   3331926
DE*    STREETTRACKS DOW JONES EURO STOXX       2166213         0   2166213
DE*    SYMMETRY EQUITY CLASS                    146245         0    146245
DE*    TBC POOLED EMPL-EAFE VALUE EQ FUND        58900         0     58900
DE*    TBC POOLED EMPLOYEES FUND                214450         0    214450
DE*    TBC POOLED EMPLOYEES FUND INTL EQU      1159900         0   1159900
DE*    TBC PRIVATE TRUST-INTL EQUITY FUND       349910         0    349910
DE*    TD EUROPEAN INDEX FUND                    48691         0     48691
DE*    TD PRIVATE INTERNATIONAL EQUITY FU       536959         0    536959
DE*    TEACHERS RETIREMENT ALLOWANCES FUN         3476         0      3476
DE*    TEACHERS`RETIREMENT SYST LOUISIAN        593390         0    593390
DE*    TELCORDIA TECHNOLOGIES PENSION PLA        65550         0     65550
DE*    THE BOSTON COMPANY PRIVATE TRUST          14600         0     14600
DE*    THE CAERULEUS FUND M AND C CORPORA       779900         0    779900
DE*    THE DEARBORN PARTNERS GROUP TRUST        176183         0    176183
DE*    THE INTERNATIONAL EQUITY PORTFOLIO      4668934         0   4668934
DE*    THE KRESGE FOUNDATION                    184070         0    184070
DE*    THE LUCERNE CAPITAL OFFSHORE FUND        617869         0    617869
DE*    THE LUCERNE MID-CAP MASTER FUND LT       364928         0    364928
DE*    THE MANVILLE PERS.INJURY SETL.TRUS        94608         0     94608
DE*    THE ORANGE PARTNERS FUND M AND C C       410325         0    410325
DE*    THE PENSION PLAN 1987 OF CANADA TR        37050         0     37050
DE*    THE REGENTS OF THE UNIVERSITY OF C      3640209         0   3640209
DE*    THE WASHINGTON UNIVERSITY                  7700         0      7700
DE*    TRW AUTOMOTIVE DEF BENEFIT MASTER        301000         0    301000
DE*    UMB                                      840042         0    840042
DE*    UNIV OF PITTSBURGH MED CENTER SYST       261878         0    261878
DE*    VEBA PARTNERSHIP N L.P.                  251767         0    251767
DE*    VGE III PORTFOLIO LTD C/O GOLDMAN       8719900         0   8719900
DE*    VIKING GLOBAL EQUITIES II LP             249200         0    249200
                                   Page 26
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    VIKING GLOBAL EQUITIES LP               1892400         0   1892400
DE*    VITTORIA P LP                            251429         0    251429
DE*    WELLMARK INC.                            118111         0    118111
DE*    WESTON FOODS INC MASTER TRUST FUND        36179         0     36179
DE*    WORKPLACE SAFETY & INSURANCE BOARD      3178944         0   3178944
DE*    WORLD INDEX PLUS EDGE COMMON TRST          9392         0      9392
DE*    XL RE LTD                                174085         0    174085
429    GONZAGA GIUSEPPE                              0         0         0
DE*    COFIMAR S.R.L.                         16107943         0 16107943
432    MODIGLIANI CARLA                              0         0         0
DE*    AACHENER UND MUENCHNER LEBEN            2048400         0   2048400
DE*    AACHENER UND MUNCHENER VERSICHERUN       891600         0    891600
DE*    AGRICOLA SAN GIORGIO SPA                 111200         0    111200
DE*    ALLEANZA ASSICURAZIONI SPA              3235000         0   3235000
DE*    ASSICURAZIONI GENERALI SPA             35594526         0 35594526
DE*    AUGUSTA ASSICURAZIONI SPA              11586976         0 11586976
DE*    AUGUSTA VITA SPA                         350000         0    350000
DE*    BANCA GENERALI SPA                        75000         0     75000
DE*    CENTRAL KRANKENVERSICHERUNG             1036134         0   1036134
DE*    COSMOS LEBENSVERSICHERUNG                974030         0    974030
DE*    D.A.S. S.P.A.                             44000         0     44000
DE*    ESTRELLA FP II                            55218         0     55218
DE*    ESTRELLA FP IV                            70950         0     70950
DE*    ESTRELLA SA SEGUROS Y REASEGUROS         229281         0    229281
DE*    FATA ASSICURAZIONI DANNI SPA             345000         0    345000
DE*    FATA VITA SPA                            120000         0    120000
DE*    GENAGRICOLA GENERALI AGRICOLTURA S        11200         0     11200
DE*    GENERALI ASSURANCES GENERALES            120000         0    120000
DE*    GENERALI IARD FUSIONNE                   560000         0    560000
DE*    GENERALI LEBEN                          1141800         0   1141800
DE*    GENERALI LEVENSVERZEKERING MAATSCH       360209         0    360209
DE*    GENERALI PERSONENVERSICHERUNGEN          126000         0    126000
DE*    GENERALI SCHADEVERZEKERING MAATSC         52493         0     52493
DE*    GENERALI VERSICHERUNG AG                1050100         0   1050100
DE*    GENERALI VIE                            1400000         0   1400000
DE*    GENERALI VIE EURO EPARGNE               3200000         0   3200000
DE*    GENERALI VIE RETRAITE                    660000         0    660000
DE*    GENERTEL S.P.A.                          345000         0    345000
DE*    INA ASSITALIA                          30105564         0 30105564
DE*    INF SOCIETA` AGRICOLA SPA                 41200         0     41200
DE*    INTESA VITA SPA                         1271971         0   1271971
                                   Page 27
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    LA VENEZIA ASSICURAZIONI SPA             3727216         0   3727216
DE*    TORO ASSICURAZIONI SPA                   3110000         0   3110000
DE*    VITALICIO FP                              115268         0    115268
DE*    VITALICIO II FP                            73000         0     73000
DE*    VITALICIO IV FP                            49951         0     49951
DE*    VITALICIO SEGUROS Y REASEGUROS             99130         0     99130
DE*    VOLKSFUERSORGE DEUTSCHE LEBEN            4185708         0   4185708
DE*    VOLKSFUERSORGE DEUTSCHE SACH              352000         0    352000
436    CARDARELLI ANGELO                              0         0         0
**D    LOTHIAN PENSION FUND                      810800         0    810800
**D    FLORIDA RETIREMENT SYSTEM                 217098         0    217098
**D    NOTTINGHAMSHIRE COUNTY COUNCIL PEN        525539         0    525539
**D    SAINT-GOBAIN CORPORATION MASTER TR        206422         0    206422
**D    CREDIT FONCIER DE FRANCE       PICT        88700         0     88700
**D    BANK OF NEW YORK                         4594017         0   4594017
**D    PICTET & CIE (EUROPE) SA                 3534900         0   3534900
**D    WEST YORKSHIRE PENSION FUND              1004000         0   1004000
**D    AIR CANADA PENSION TRUST FUND              54191         0     54191
**D    AIR CANADA                                  7266         0      7266
**D    FLORIDA RETIREMENT SYSTEM                2662571         0   2662571
**D    THE CALIFORNAI ENDOWMENT                   13852         0     13852
**D    PENS.PLAN RETIR.OFF.SALVATION ARMY         55220         0     55220
**D    THE SALVATION ARMY                        212880         0    212880
**D    HONEYWELL INT INC MASTER RETIR TRU        822610         0    822610
**D    TEXAS MUTUAL INSURANCE COMPANY            546310         0    546310
**D    CITY OF AUSTIN EMPLOYEES RETIR SYS        386370         0    386370
**D    NIPSCO MASTER TRUST                       139940         0    139940
**D    A I DUPONT TESTAMENTARY TRUST             535740         0    535740
**D    HOSPITALS ONTARIO PENSION PLAN FUN       1044940         0   1044940
**D    JANTZI BALANCED FUND                        4500         0      4500
**D    SPRUCEGROVE SPECIAL GLOBAL POOLED         629017         0    629017
**D    SPRUCEGROVE INTL POOLED FUND             4469829         0   4469829
**D    AURION INTERNATIONAL DAILY EQUITY          28477         0     28477
**D    BJC GROUP PENSION TRUST                    26330         0     26330
**D    BJC HEALTH SYSTEM                          19140         0     19140
**D    CARGILL INC AND ASSOCIATED COS    M         3830         0      3830
**D    THE JOHNS HOPKINS UNIVERSITY              233710         0    233710
**D    NORTH SLOPE BOROUGH                       105623         0    105623
**D    PRINCE GEORGES COUNTY POLICE PENSI          6825         0      6825
**D    VERMONT PENSION INVESTMENT COMMITT        586450         0    586450
**D    CITY OF NEW YORK GROUP TRUST             2847824         0   2847824
                                   Page 28
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
**D    GOLDMAN SACHS GMS INTERNATIONAL EQ        605960         0    605960
**D    GOLDMAN SACHS GMS INTERNATIONAL EQ        973150         0    973150
**D    THE SPRUCEGROVE DELAWARE TRUST           1915630         0   1915630
**D    COMMERCIAL UNION LIFE ASSURANCE CO      37729019         0 37729019
**D    BBH - FOR MT BOJ MORGAN ST EQ             212487         0    212487
**D    MUNICIPAL FIRE & POLICE RETIRE IOW          3585         0      3585
**D    LUCENT TECHNOLOGIES PENSION TRUST         471834         0    471834
**D    U.B.S. AG - LONDON BRANCH CLIENT A         42700         0     42700
**D    FCP STRONTIUM                            1209490         0   1209490
**D    REGARD ACTIONS SOCIALM RESPONSABLE         61250         0     61250
**D    EMERSON ELECTRIC CO. MASTER RETIRE        291833         0    291833
**D    LOCKHEED MARTIN CORP MASTER RETIRE          2174         0      2174
**D    LIBERTY MUTUAL EMPLOY THRIFT PLAN         382427         0    382427
**D    SLF (FRANCE) ACTIONS EUROPE FCP          1345942         0   1345942
**D    NYNEX CO MASTER PENSION TRUST              32158         0     32158
**D    VAN KAMPEN INTERNATIONAL ADVANTAGE        548006         0    548006
**D    MORGAN STANLEY FUNDS (UK) EUROPE (        131772         0    131772
**D    MORGAN STANLEY INVESTMENT MANAGEME        394335         0    394335
**D    THE CIVIL SERVICE SUPERANNUATION F        112951         0    112951
**D    LABORERS DISTRICT COUNCIL & CONTRA        208000         0    208000
**D    MONTANA BOARD OF INVESTMENTS              290322         0    290322
**D    MORGAN STANLEY INVESTMENT MANAGEME      13977800         0 13977800
**D    SSGA INTERNATIONAL EQUITIES INDEX         530757         0    530757
**D    CALIFORNIA STATE TEACHERS RETIREME         52891         0     52891
**D    MORGAN STANLEY INTERNATIONAL EQUIT        744382         0    744382
**D    SGAM TOTAL DIVERSIF A DOMIN ACT FD         93780         0     93780
**D    AGF ASSET MANAGEMENT           AGF       3000000         0   3000000
**D    AGF ASSET MANAGEMENT           AGF       5000000         0   5000000
**D    AGF ASSET MANAGEMENT           AGF       1800006         0   1800006
**D    AGF ASSET MANAGEMENT           AGF        400000         0    400000
**D    AGF ASSET MANAGEMENT           CREP         9500         0      9500
**D    AGF ASSET MANAGEMENT           AGF         40000         0     40000
**D    AGF ASSET MANAGEMENT           DRES       450000         0    450000
**D    AGF ASSET MANAGEMENT           ACTI        75000         0     75000
**D    AGF ASSET MANAGEMENT           AGF       1100000         0   1100000
**D    THE PALM FUND                             167830         0    167830
**D    MORGAN_STANLEY_GLOBAL ADVANTAGE           668643         0    668643
**D    MORGAN STANLEY VARIABLE GLOBAL ADV         64146         0     64146
**D    PNC FUNDS INC INTERNATIONAL               622978         0    622978
**D    MORGAN STANLEY DIVERSIFIED INTERNA          4784         0      4784
**D    HSBC SECURITIES SERVICES (LUXEMBOU         20803         0     20803
                                   Page 29
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    DEXIA ASSET MANAGEMENT                    40204         0     40204
**D    BIRELEYS ORANGE JAPAN,S.A.                46407         0     46407
**D    MORGAN STANLEY INVESTMENT MANAGEME        14964         0     14964
**D    MORGAN STANLEY SICAV                    1619092         0   1619092
**D    JP MORGAN BANK AS TR. FOR ARMSTRO         99801         0     99801
**D    THE UNIVERSAL INSTITUTIONAL FUNDS,       148577         0    148577
**D    LONDON BOROUGH OF CAMDEN                  66852         0     66852
**D    SPRUCEGROVE GROUP TRUST                 1422420         0   1422420
**D    THE MASTER TRUST BANK OF JAPAN LTD        19061         0     19061
**D    LOUVRE MULTI SELECT                      141521         0    141521
**D    GMAM INVESTMENT FUND TRUST              1753991         0   1753991
**D    SBC MASTER PENSION TRUST                1777865         0   1777865
**D    THE BOEING COMPANY EMPLOYEES RETIR      1115367         0   1115367
**D    NEW YORK STATE COMMON RETIREMENT F       141939         0    141939
**D    MORGAN STANLEY INTERNATIONAL VALUE      1130539         0   1130539
**D    MORGAN STANLEY DEAN WITTER VARIABL       385040         0    385040
**D    MORGAN STANLEY DEAN WITTEREUROPEAN      1428560         0   1428560
**D    MORGAN STANLEY INSTITUTIONAL FUND         74252         0     74252
**D    CGNU LIFE ASSURANCE LIMITED            33437884         0 33437884
**D    ROYAL SCOTTISH ASSURANCE PLC                846         0       846
**D    UNIV HOSP HEALTH SYS, INC RETIR PL         4550         0      4550
**D    JACKSON PERSPECTIVE VIP FUND                200         0       200
**D    NORTHERN TRUST PRIVATE INVESTMENT        144701         0    144701
**D    NORTHERN TRUST MANAGED FUNDS              62757         0     62757
**D    NTCC FUND FOR GRANTOR TRUST COMM          31603         0     31603
**D    ALTRINSIC INTL EQUITY PORTFOLIO LP       111325         0    111325
**D    DIOCESE WAYNE-SOUTH BEND INVEST TS         5220         0      5220
**D    I.W.A. FOREST INDUSTRY PENSION PLA       191010         0    191010
**D    RETIREMENT PLAN FOR THE EMPLOYEES        309314         0    309314
**D    CANADIAN LIQUID AIR FOREIGN MASTER        27320         0     27320
**D    CI CORPORATE CLASS LTD                    28750         0     28750
**D    CI INTERNATIONAL VALUE FUND              369254         0    369254
**D    CI CANADIAN INV. FUND                    323218         0    323218
**D    BRITISH COLUMBIA INV.MAN.CORPORATI       673800         0    673800
**D    AURION INTERNATIONAL DAILY EQUITY         53300         0     53300
**D    FIRST AMERICAN INVESTMENT FUNDS IN        71802         0     71802
**D    ALTRINSIC NON US EQUITY OFFSHORE M        54285         0     54285
**D    NON US EQUITY MANAGERS PORTFOLIO 5        82048         0     82048
**D    CACEIS BANK                              969919         0    969919
**D    LBPAM ACTIONS EUROPE                    1164896         0   1164896
**D    FCP LBPAM ACTIONS FINANCE                543283         0    543283
                                   Page 30
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    XENYS                                     28154         0     28154
**D    TONI ACTION 100                          460838         0    460838
**D    LBPAM VOIE LACTEE 2                      104046         0    104046
**D    TUTELAIRE ACTIONS                         36257         0     36257
**D    VIVACCIO ACTIONS                        2945765         0   2945765
**D    LBPAM ACTIONS DIVERSIFIE                1751969         0   1751969
**D    LBPAM ACTIONS MONDE                      844188         0    844188
**D    LBPAM ACTIONS EURO                      3622325         0   3622325
**D    LBPAM ACTIONS INDICE                    6553661         0   6553661
**D    LBPAM PROFIL 80 PEA                      440564         0    440564
**D    LBPAM PROFIL 100                        1547172         0   1547172
**D    LBPAM ACTIONS DEVELOPPEMENT DURABL      1816945         0   1816945
**D    LUCENT TECHNOLOGIES PENSION TRUST        203255         0    203255
**D    FLORIDA RETIREMENT SYSTEM                 42301         0     42301
**D    MAINSTAY 130-30 INTERNATIONAL FUND        15875         0     15875
**D    ISHARES MSCI ACWI EX US INDEX FUND         6053         0      6053
**D    ISHARES MSCI KOKUSAI INDEX FUND            7200         0      7200
**D    ISHARES S&P EUROPE 350 INDEX FUND       3805767         0   3805767
**D    ISHARES MSCI EAFE INDEX FUND           34571197         0 34571197
**D    ISHARES MSCI EAFE VALUE INDEX FUND      1594125         0   1594125
**D    ISHARES S&P GLOBAL FINANCIAL SECTO       633984         0    633984
**D    ISHARES MSCI EMU INDEX FUND             5806272         0   5806272
**D    ISHARES MSCI ITALY INDEX FUND           3536541         0   3536541
**D    BGICL DAILY EAFE EQUITY INDEX FUND       876455         0    876455
**D    BARCLAYS GLOBAL INVESTORS                280215         0    280215
**D    CONNECTICUT GENERAL LIFE INSURANCE        38036         0     38036
**D    INTERNATIONAL EQUITY INDEX PLUS FD       126769         0    126769
**D    MULTI CURRENCY SOCIAL SCREENED B          65334         0     65334
**D    TRUST FOR RETIREE MEDICAL, DENTAL          5771         0      5771
**D    BARCLAYS GLOBAL INVESTORS, NA INVE         5394         0      5394
**D    BARCLAYS GLOBAL INVESTORS N.A.TRUS      1864008         0   1864008
**D    FSS TRUSTEE CORPORATION                  214284         0    214284
**D    BGI AUSTRALIA LTD AS RESPONSIBLE E       607182         0    607182
**D    CAAM AGIRC INDO                           21926         0     21926
**D    CAAM MEDI-ACTIONS                       2100000         0   2100000
**D    CAAM NADAUD FCP                           15479         0     15479
**D    CAAM GRD IFC97 ACTIONS EUROPE            150000         0    150000
**D    CAAM OPTALIME                            795460         0    795460
**D    PREDICA ISR MONDE                         36900         0     36900
**D    PFP-ISR                                   25300         0     25300
**D    PREDICA ISR EUROPE                       107278         0    107278
                                   Page 31
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
**D    PICTET & CIE BANQUIERS.                  237888         0    237888
**D    WEST MIDLANDS METROPOLITAN AUTHORI          200         0       200
**D    ALLIANZ GLOBAL INVESTORS               11929998         0 11929998
437    DE COSMO LEONARDO                             0         0         0
DE*    1006 FCP CIO                              85000         0     85000
DE*    1434 FCP PAPETERIES DE LAA                 4000         0      4000
DE*    1495 FCP CONTINENTAL                       7200         0      7200
DE*    1515 FCP GERARD PERRIER                    3200         0      3200
DE*    1581 FCP GROUPE BRIAND                     5400         0      5400
DE*    ACM ACTIONS                               38532         0     38532
DE*    ACM ACTIONS PLUS                          45697         0     45697
DE*    BRITISH COLUMBIA INV.MAN.CORPORATI       314376         0    314376
DE*    CARMUT ACTIONS ARBITRAGE                  27700         0     27700
DE*    CIC AVENIR DYNAMIQUE                     175000         0    175000
DE*    CIC AVENIR EQUILIBRE                     127500         0    127500
DE*    CIC EPARGNE DYNAMIQUE                    100000         0    100000
DE*    CIC EPARGNE EQUILIBRE                    100000         0    100000
DE*    CIC FERTILE EQUILIBRE                    200000         0    200000
DE*    CM ALLIANCE                                4000         0      4000
DE*    CM EUROPE ACTIONS                        665555         0    665555
DE*    CM PART ACTIONS EUROPE                    31000         0     31000
DE*    ESPOIR FCP                                 1600         0      1600
DE*    FCP CAPSUGEL                              16000         0     16000
DE*    FCP CIC EUROLEADERS                     2215332         0   2215332
DE*    FCP CITIBANK                               7300         0      7300
DE*    FCP CM ACTIONS EURO                     2033066         0   2033066
DE*    FCP DEGUSSA DYNAMIQUE                     15000         0     15000
DE*    FCP DEGUSSA MIXTE                          3800         0      3800
DE*    FCP EUROP ASSISTANCE DIVERSIFIE           15000         0     15000
DE*    FCP HENKEL DIVERSIFIE N 1                  9000         0      9000
DE*    FCP HOWMET DIVERSIFIE                      3200         0      3200
DE*    FCP LANSON INTERNATIONAL                   2400         0      2400
DE*    FCP MGE DYNAMIQUE EURO                    72000         0     72000
DE*    FCP NORDON INDUSTRIES                      8000         0      8000
DE*    FCP REXEL                                  2000         0      2000
DE*    FCP SCHERING SA DIVERSIFIE                    1         0         1
DE*    FCP SCORE ACTIONS                          7000         0      7000
DE*    FCP UNI 1                                110000         0    110000
DE*    FCP UNION EUROPE                         840243         0    840243
DE*    FCP UNION EUROPE GROWTH                  369016         0    369016
DE*    FCPE AREVA ACTIONS                       200000         0    200000
                                   Page 32
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FCPE ROUSSELOT DYNAMIQUE                  10500         0     10500
DE*    FREESCALE DYNAMIQUE                        8000         0      8000
DE*    GP 1 VITALITE                             21000         0     21000
DE*    GP 2 CROISSANCE                           19355         0     19355
DE*    GP 3 MATURITE                              8442         0      8442
DE*    HEINEKEN ENTREPRISE DIVERSIFIE            32000         0     32000
DE*    INTERENDEMENT ACTIONS EUROPE              15000         0     15000
DE*    INTERMUT ACTIONS EUROPE                  120000         0    120000
DE*    JANTZI GLOBAL EQUITY FUND                  4550         0      4550
DE*    MABN N2                                   30000         0     30000
DE*    MONSANTO ACTIONS                          23000         0     23000
DE*    RBC CANADIAN MASTER TRUST                364700         0    364700
DE*    RBC O`SHAUGHNESSY INTL EQUITY FUND      1778479         0   1778479
DE*    ROYAL BANK OF CANADA INVESTMENT MN       190000         0    190000
DE*    SCORE SAINT NICOLAS                       24000         0     24000
DE*    VALORACTIONS                              30000         0     30000
DE*    WEST MIDLANDS PASSENGER TRANSPORT          6000         0      6000
469    DE COSMO CAROLINA                             0         0         0
DE*    AGIPI MONDE DURABLE C/O FORTIS            35938         0     35938
DE*    ALASKA ELECTRICAL PENSION PLAN            54362         0     54362
DE*    AMEREN HEALTH AND WELFARE TRUST          134789         0    134789
DE*    AMERICAN AIRLINES INC., MASTER FIX       609090         0    609090
DE*    AMERICAN BEACON INTERNATIONAL EQUI        90082         0     90082
DE*    APOLLINE 6 ACTIONS                       519859         0    519859
DE*    AVENIR ACTIONS DYNAMIQUE                   7465         0      7465
DE*    BAE MASTER PENSION INVESTMENT TRUS       256024         0    256024
DE*    BANK OF NEW YORK                       10720513         0 10720513
DE*    BANNER HEALTH SYSTEM                     257285         0    257285
DE*    BBH & CO FOR THE EUROPEAN EQUITY F       750000         0    750000
DE*    BBH/BRANDES EUROPEAN EQUITIES FD         805400         0    805400
DE*    BILL AND MELINDA GATES FOUNDATION        242410         0    242410
DE*    BLUE CROSS OF CALIFORNIA                 516263         0    516263
DE*    BRADLEY JR. TRUSTS MASTER INVESTME       106089         0    106089
DE*    CACEIS BANK                            31433100         0 31433100
DE*    CATHOLIC HEALTHCARE PARTNERS             151912         0    151912
DE*    CAUSEWAY INTERNATIONAL VALUE FUND       8102107         0   8102107
DE*    CAUSEWAY INTERNATIONAL VALUE GROUP      2342812         0   2342812
DE*    CIBC POOLED EAFE EQUITY FUND             147400         0    147400
DE*    CITY OF NEW YORK GROUP TRUST             249333         0    249333
DE*    COLLIER FAMILY OFFICE INC                 70770         0     70770
DE*    CSA B EQUITY EURO                        211422         0    211422
                                   Page 33
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    CSA B EQUITY SRI EUROPE                      49         0         49
DE*    CSA B EUROPEAN LARGE CAPS                  1551         0      1551
DE*    CSA B PENSION EQ. EMU.L.CAP                1085         0      1085
DE*    CSA L EQ. BEST SELECT EURO                  899         0       899
DE*    CSA L EQUITY EURO                         33385         0     33385
DE*    DANAHER CORPORATION RETIREMENT PLA       108512         0    108512
DE*    DODGE & COX INTERNATIONAL STOCK FU    166500800         0 166500800
DE*    DORSET COUNTY SUPERANNUATION FUND         12898         0     12898
DE*    EL PASO FIREMEN AND POLICEMEN FUND       246515         0    246515
DE*    ELFUN INTERNATIONAL EQUITY FUND          951824         0    951824
DE*    FAMILY ASSURANCE FRIENDLY SOCIETY        188650         0    188650
DE*    FCP ACTIMAAF EUROPE FORTIS INV FR        207652         0    207652
DE*    FCP CGRCE ACTION EUROPE 3                 62818         0     62818
DE*    FCP FIMA EUROPE                          211061         0    211061
DE*    FCP FORTIS ETOILE FCR                     32279         0     32279
DE*    FCP MV4 EURO VALEURS                    1050000         0   1050000
DE*    FCP NEUILLY ACTIONS                       47590         0     47590
DE*    FCP PASTEUR DIVERSIFIE 4                  49832         0     49832
DE*    FCP RENTABILITE MOBILIERE                 16175         0     16175
DE*    FIDUCIARY TRUST COMPANY INTERNATIO       136677         0    136677
DE*    FIM INSTITUTIONAL EQUITY EMU              41058         0     41058
DE*    FIRE & POLICE EMP RET CITY BALTIMO       264963         0    264963
DE*    FOLKSAM LO FOND AB (PUBL)                252449         0    252449
DE*    FOLKSAM OMESESIDIG LIVFORAKRING          402234         0    402234
DE*    FOLKSAM OMESESIDIG SAKFORSAKRING          35454         0     35454
DE*    FORENADE LIV GRUPPOFORSAKRING AB (         9080         0      9080
DE*    FORENINGEN PENSION EQUITY INVEST 1       120906         0    120906
DE*    FORTIS B EQ FINANCE EUROPE                14296         0     14296
DE*    FORTIS INVESTMENT MANAGT FRANCE HA        26850         0     26850
DE*    FORTIS L EQ.FINANCE EUROPE                 7293         0      7293
DE*    FORTIS L FUND EQUITY FINANCE WORLD          420         0       420
DE*    FORTIS L FUND EQUITY, BEST SELECT           432         0       432
DE*    FORTIS L. EQ BEST SEL EU.EX                  80         0         80
DE*    FORTUNE BRANDS,INC MASTER PENSION        174727         0    174727
DE*    FUTURE VALUE INC                          91106         0     91106
DE*    G.A.FD B EQ. BLUE CHIPS EUR              162429         0    162429
DE*    G.A.FD B EQ. BROAD EURO P                685047         0    685047
DE*    GOVERNMENT PENSION INVESTMENT FUND      1431597         0   1431597
DE*    GRAND LODGE OF PENNSYLVANIA CONSOL        83237         0     83237
DE*    HIRTLE CALLAGHAN TRUST INTERNATION       444492         0    444492
DE*    HOUSTON POLICE OFFICERS PENS SYSTE       215761         0    215761
                                   Page 34
08/05/2008 19.56.07   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    HSBC SECURITIES SERVICES (LUXEMBOU        36224         0     36224
DE*    ILLINOIS TOOL WORKS MASTER TRUST         195471         0    195471
DE*    IMPERIAL INTERNAT.EQUITY POOL            278625         0    278625
DE*    IMPERIAL OVERSEAS EQUITY POOL            180061         0    180061
DE*    JANE BRADLEY UIHLEIN INVESTMENT LL       157247         0    157247
DE*    JOHN&CATHERINE MACARTHUR FOUNDATIO        64961         0     64961
DE*    JP MORGAN CHASE 401 (K) SAVINGS PL       118029         0    118029
DE*    JPMORGAN CHASE BANK NATIONAL ASSOC       117138         0    117138
DE*    JURISTERNE OG OEKONOMERNES DANSK C       399978         0    399978
DE*    KAISER PERMANENTE RETIREMENT PLAN        418684         0    418684
DE*    KBSH PRIVATE EUROPEAN FUND                11000         0     11000
DE*    KPA LIVFORSAKRING AB                      25376         0     25376
DE*    KPA PENSIONFORSAKRING AB                 535426         0    535426
DE*    LOR POOLED INVEST PARTNERSHIP INTE        78786         0     78786
DE*    LOS ANGELES COUNTY EMPLOYEE RET AS        13200         0     13200
DE*    MEMPHIS GAS LIGHT&WATER RETIR.&PEN       133760         0    133760
DE*    MERRILL LYNCH INTERNATIONAL               24814         0     24814
DE*    MERRILL LYNCH PIERCE & FENNER             57426         0     57426
DE*    METROPOLE GESTION AAE MG                    100         0       100
DE*    METROPOLE GESTION METROPOLE EURO            100         0       100
DE*    METROPOLE GESTION METROPOLE FRONTI          100         0       100
DE*    METROPOLE GESTION METROPOLE SELECT          100         0       100
DE*    METROPOLE GESTION VILLIER OPERA             100         0       100
DE*    MN SERVICES                              213953         0    213953
DE*    NORTHWEST AIRLINES INC. DEFINED BE       379213         0    379213
DE*    NORTHWEST AIRLINES MASTER TRUST FO       135042         0    135042
DE*    OHIO POLICE AND FIRE PENSION FUND        805646         0    805646
DE*    ONTARIO TEACHERS PENSION PLAN BOAR      1811522         0   1811522
DE*    ORPHEUS TRUST                             29776         0     29776
DE*    PACIFIC CAPITAL INTERNATIONAL STOC       539362         0    539362
DE*    PENSION FUND ASSOCIATION FOR LOCAL       440035         0    440035
DE*    PENSION FUND SOC OF TORONTO-DOMIN         87023         0     87023
DE*    PGGM (STITCHTING PENSIOENFONDS VOO       935157         0    935157
DE*    PINNACLE STRATEGIC BALANCED FUND           5311         0      5311
DE*    PLEIADES TRUST                            37491         0     37491
DE*    PUBLIC SCHOOL RETIREMENT SYSTEM OF       104012         0    104012
DE*    ROBECO NEDERLAND BV                     4515276         0   4515276
DE*    ROCHWELL COLLINS MASTER TRUST            385933         0    385933
DE*    ROCKWELL AUTOMATION MASTER TRUST         235560         0    235560
DE*    SGBT LUXEMBOURG METROPOLE BO EUROP          100         0       100
DE*    SGBT LUXEMBOURG METROPOLE LARGE CA          100         0       100
                                   Page 35
08/05/2008 19.56.08   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    SGBT LUXEMBOURG METROPOLE NEW EURO          100         0       100
DE*    SNS ASSET MANAGEMENT NV                  250000         0    250000
DE*    SNS BANK NV                              993636         0    993636
DE*    SOUTHERN CALIFORNIA LUMBER IND RET         1010         0      1010
DE*    STICHTING PENSIOENFONDS STORK               420         0       420
DE*    STITCHTING BEDRIJFSPENSIOENFONDS V       634901         0    634901
DE*    TD GLOBAL SUSTAINABILITY FUND             20000         0     20000
DE*    TEACHERS RETIREMENT SYSTEM OF OKLA       669687         0    669687
DE*    TEKTRONIX MASTER RETIREMENT TRUST         71605         0     71605
DE*    THE LABOR SELECT INTERNATIONAL EQ       3045750         0   3045750
DE*    THE MEDICAL CENTRE INSURANCE CO           44451         0     44451
DE*    THE RETIREMENT PLAN OF JP MORGAN C       359918         0    359918
DE*    TI PENSION SCHEME                        174700         0    174700
DE*    TIIA-CREF INSTITUTIONAL MUTUAL FUN        77759         0     77759
DE*    TUCSON SUPPLEMENTAL RET SYSTEM            93476         0     93476
DE*    TXU CORP RETIREMENT PLAN MASTER TR       250899         0    250899
DE*    VIA RAIL CANADA INC - MGIS               268600         0    268600
DE*    VIRGINIA G.PIPER CHARITABLE TRUST         92824         0     92824
DE*    WICHITA RETIREMENT SYSTEMS               289500         0    289500
DE*    WISDOMTREE INTERNATIONAL DIVIDEND         44784         0     44784
474    VALENTINI FILIPPO                          5600      5600         0
475    ANTONELLI SIMONA                              0         0         0
DE*    ABN AMRO EQUITY UMBRELLA FUND N.V.      5118097         0   5118097
DE*    ABN AMRO FUNDS                          2840327         0   2840327
DE*    ABU DHABI RETIREMENT PENSIONS FUND       244058         0    244058
DE*    ACTIONS SELECTIONNEES SICAV               18261         0     18261
DE*    AIM CRISTAL FCP                           89891         0     89891
DE*    AJ TRUSTS PARTNERSHIP                     47326         0     47326
DE*    ANTIN OPPORTUNITES                       118301         0    118301
DE*    ANTIN PRUDENT                             52780         0     52780
DE*    ANTIN REVENUS DIVERSIFIES                 37659         0     37659
DE*    ARTEMIS INTERNATIONAL SICAV              113300         0    113300
DE*    AWD LLC                                   18353         0     18353
DE*    AXA ASSICURAZIONI SPA                    968891         0    968891
DE*    AXA ASSURANCE IARD MUTUELLE              191000         0    191000
DE*    AXA EUROPE OPPORTUNITE SICAV             316115         0    316115
DE*    AXA FRANCE VIE                           450000         0    450000
DE*    AXA IM COUPOLE                           639055         0    639055
DE*    BALANCING POOL                            65297         0     65297
DE*    BBH LUX - FIDELITY FUNDS - EUROP         912315         0    912315
DE*    BBH LUX FOR-FIDELITY FD-ITALY           1139753         0   1139753
                                   Page 36
08/05/2008 19.56.08   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                         Total Votes In person By Proxy
  __________________________________________________________________________
DE*    BBH LUX FOR-FIDELITY-EURO STO50           973461         0    973461
DE*    BBH LUX-FIDELITY FD EUR BLU CHIP         4994900         0   4994900
DE*    BBH LUX-FIDELITY FUNDS - EUROP           8277700         0   8277700
DE*    BEAVER MEDICAL SERVICES FUND     SE        16200         0     16200
DE*    BNP ACTION MONDE                          395400         0    395400
DE*    BNP EPARGNE RETRAITE                      332620         0    332620
DE*    BNP PARIBAS INDICE EURO                   894957         0    894957
DE*    BNP PARIBAS R2                            117880         0    117880
DE*    BNP PARIBAS RETR 2                         95399         0     95399
DE*    BNP PARIBAS RETR2                          72873         0     72873
DE*    BNP PARIBAS RETRAITE                      842844         0    842844
DE*    BNP PARIBAS RETRAITE 100                  861368         0    861368
DE*    BNP PARIBAS RETRAITE 2010-2012             38090         0     38090
DE*    BNP PARIBAS RETRAITE 2013-2015             66201         0     66201
DE*    BNP PARIBAS RETRAITE 25                     7981         0      7981
DE*    BRANDYWINE ASSET MANAGEMENT               188500         0    188500
DE*    CABLE & WIRELESS PENSION TRUSTEE L         53981         0     53981
DE*    CALIFORNIA PHYSICIAN`S SERVICE            314001         0    314001
DE*    CANADA TRUST INTL EQUITY COMMON FD         91200         0     91200
DE*    CATERPILLAR GROUP INSURANCE TRUST         214700         0    214700
DE*    CATERPILLAR INC INVEST TRUST              244515         0    244515
DE*    CATERPILLAR INC MASTER RET TRUST         1211700         0   1211700
DE*    CATERPILLAR PENSION PLAN                  430900         0    430900
DE*    CCH IEMF LTD MONDRIAN INV PARTNE          204976         0    204976
DE*    CENTERPOINT ENERGY MASTER RETIR TS        157550         0    157550
DE*    CIBC INTL EQUITY FUND L.P                 140468         0    140468
DE*    CLAY FINLAY DELAWARE BUSINESS T.II         21000         0     21000
DE*    CLAY FINLAY INTERNATIONAL DELAWARE         73700         0     73700
DE*    DANA CORPORATION PENSIONS PLANS TR        361783         0    361783
DE*    DELAWARE INTERNATIONAL EQUITY FUND       6969591         0   6969591
DE*    DELAWARE PUBLIC EMPLOYEES` RETIREM        973700         0    973700
DE*    ECUREUIL MONDE                            290647         0    290647
DE*    ELIXIME RENDEMENT EUROPE                   40000         0     40000
DE*    EMERALD GLOBAL EQUITY POOLED FD TR         45602         0     45602
DE*    EMERALD INTL EQUITY INDEX FUND             31485         0     31485
DE*    ETHIQUE SOLIDARITE-FCPE SOLIDAIRE           7153         0      7153
DE*    FCP AGF CREACTIONS 1                      126028         0    126028
DE*    FCP AIR FRANCE                            118481         0    118481
DE*    FCP AIR FRANCE IFC2                       138749         0    138749
DE*    FCP ANTIN EUROPE DIVIDENDE               1582425         0   1582425
DE*    FCP AXA EURO VAL.RESP.                    323178         0    323178
                                   Page 37
08/05/2008 19.56.08   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                       Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FCP AXA EUROPE DU SUD                  1084773         0   1084773
DE*    FCP AXA-IM ALLOCATION ACTIONS            64204         0     64204
DE*    FCP BELSIZE                              48240         0     48240
DE*    FCP BNP ACTION EUROPE                   253375         0    253375
DE*    FCP BNP ACTIONS PEA EURO               6182125         0   6182125
DE*    FCP BNP ETHEIS                          656267         0    656267
DE*    FCP BORGHESE FINAN                       30000         0     30000
DE*    FCP CMN NORD EUROPE CROISSANCE            8960         0      8960
DE*    FCP COLISEE CIME                         13638         0     13638
DE*    FCP COLISEE IFC 1                       685000         0    685000
DE*    FCP COLISEE PAUHESY                     165626         0    165626
DE*    FCP COLISEE RETRAITE A                   21720         0     21720
DE*    FCP COLLEGIALE SAINT PIERRE              40000         0     40000
DE*    FCP EASY ETF DJ EU                      450964         0    450964
DE*    FCP EASYETF EURO S                     3354321         0   3354321
DE*    FCP ELIXIME ACTIONS EURO                250000         0    250000
DE*    FCP ETHIS VALEURS                        81500         0     81500
DE*    FCP ETHIS VITALITE                       26900         0     26900
DE*    FCP EUROCAP 50                          201445         0    201445
DE*    FCP GIALLO                              100000         0    100000
DE*    FCP GUENEGAUD REVENUS                    50000         0     50000
DE*    FCP MISTRAL                              88230         0     88230
DE*    FCP MULTIPAR SOLIDAIRE                   13163         0     13163
DE*    FCP NATIO FDS ATHENES                  3576533         0   3576533
DE*    FCP NATIO FDS BLAVET                    599758         0    599758
DE*    FCP NATIO FDS CPTS                       15000         0     15000
DE*    FCP NATIO FDS FLEUR                     192337         0    192337
DE*    FCP NATIO FDS FLEUR DY                  298198         0    298198
DE*    FCP NATIO FDS FLEUR EQ                   35558         0     35558
DE*    FCP NATIO FONDS JOFFRE                   12000         0     12000
DE*    FCP NF GALILEE                          218776         0    218776
DE*    FCP OBJECTIF PLUS                        20000         0     20000
DE*    FCP PARIBAS ORLEANS                      15000         0     15000
DE*    FCP PARJET DYNAMIQUE                     20000         0     20000
DE*    FCP PRADO                                60900         0     60900
DE*    FCP PRADO ACTION                        854000         0    854000
DE*    FCP SELINGA INVEST.                      22000         0     22000
DE*    FCP UAPCOMPT EUROPE                     294500         0    294500
DE*    FCPE BMS ACTIONS                         58290         0     58290
DE*    FCPE DIVERSIMONDE                       237086         0    237086
DE*    FCPE EQUILIB SOLIDARITE                  67800         0     67800
                                   Page 38
08/05/2008 19.56.08   29 SupervRea (IvDer)
UniCredit S.p.A.                                              8 May 2008 19.52.09

                      ORDINARY SHAREHOLDERS' MEETING OF 28 April 2008
                                   (2nd Call 8 May 2008)


     RESULTS OF VOTING
Subjetc: All Group employee Share Ownership Plan


                                  IN FAVOUR
      Surname/Name                        Total Votes In person By Proxy
  __________________________________________________________________________
DE*    FCPE EXPAN SOLIDARITE                     45300         0     45300
DE*    FCPE FDS DIVERSIF.TEL 1                   26029         0     26029
DE*    FCPE GPE FORD FR.BNP DIV ND               63752         0     63752
DE*    FCPE HORIZON SOLID.AUDAC                   8583         0      8583
DE*    FCPE HORIZON SOLID.CROIS                   5000         0      5000
DE*    FCPE KONE INVESTISSEMENT                  70965         0     70965
DE*    FCPE MASTERFOODS                         126220         0    126220
DE*    FCPE MULTIPAR ACTIONS                    183151         0    183151
DE*    FCPE SAUR EPARGNE                         45892         0     45892
DE*    FCPE TOTAL 5000                          500000         0    500000
DE*    FDF FRANCE B BNPPAM                       92895         0     92895
DE*    FORD OF CANADA MASTER TRUST FUND         211331         0    211331
DE*    FORD UAW HOLDINGS LLC SSGA               702240         0    702240
DE*    FORTRESS INTERNATIONAL EQUITY PART        46266         0     46266
DE*    FRIENDS FIDUCIARY CORPORATION             55830         0     55830
DE*    GARD COMMON CONTRACTUAL FUND             380572         0    380572
DE*    GLAXOSMITHKLINE MASTER RETIREMENT        454710         0    454710
DE*    HARRY & JEANETTE WEINBERG FOUNDATI        56934         0     56934
DE*    HENRY J KAISER FAMILY FOUNDATION          18423         0     18423
DE*    HONG KONG SPECIAL ADMIN EXCHANGE F      1889986         0   1889986
DE*    IDAHO PUBLIC EMPLOYEE RET SYSTEM         801990         0    801990
DE*    INTERMOUNTAIN HEALTH CARE PENS. PL       206400         0    206400
DE*    INTERMOUNTAIN HEATLHCARE RET WELF         27900         0     27900
DE*    INTL TRANSPORT CORP RETIREE HEALTH        82096         0     82096
DE*    INTL TRUCK ENGINE CORP RETIREMENT        199645         0    199645
DE*    JAPAN TRUSTEE SERVICES BANK INV FD      5402700         0   5402700
DE*    JOYCE FOUNDATION                          35470         0     35470
DE*    LABEL EUROPE ACTIONS FCP                  90665         0     90665
DE*    LOCKHEED MARTIN CORP MASTER RETIRE       488589         0    488589
DE*    MEADWESTACO CORP MASTER RETIREMENT       221313         0    221313
DE*    MIZUHO TRUST BKG-LUX