Obligation UniCred 0% ( IT0005188476 ) en EUR

UniCred

100 % ⇌

Italie

IT0005188476 ( en EUR )

30/07/2022 - Obligation échue

Prospectus brochure de l'obligation UniCredit IT0005188476 en EUR 0%, échue

1 000 EUR

1 000 000 000 EUR

UniCredit est une banque italienne multinationale offrant une large gamme de services bancaires de détail, de gestion de patrimoine et d'investissement en Europe centrale et orientale, en Italie et dans certaines régions d'Europe occidentale.

L'instrument financier en question est une obligation à coupon zéro (Code ISIN : IT0005188476) émise par UniCredit, l'un des principaux groupes bancaires italiens et européens, soulignant son rôle significatif dans le paysage financier de la zone euro. Dénommée en euros (EUR) et originaire d'Italie, cette émission avait une taille totale substantielle de 1 milliard d'euros (1 000 000 000), avec une taille minimale d'achat fixée à 1 000 euros. Caractérisée par un taux d'intérêt nul, cette obligation ne versait pas de paiements d'intérêts périodiques et était conçue pour être remboursée à sa valeur nominale de 100% à l'échéance. Conformément à ses termes, l'obligation est arrivée à maturité le 30 juillet 2022 et a été intégralement remboursée à sa valeur nominale, complétant ainsi son cycle de vie d'investissement.

UniCredit S.p.A.
(incorporated with limited liability as a "Società per Azioni" under the laws of the Republic of Italy)
25,000,000,000
Obbligazioni Bancarie Garantite Programme
Guaranteed by UniCredit OBG S.r.l.
(incorporated with limited liability as a "Società a responsabilità limitata" under the laws of the Republic of Italy)
Under the 25,000,000,000 Obbligazioni Bancarie Garantite Programme (the "Programme") described in this prospectus (the "Prospectus"), UniCredit S.p.A. (in its capacity as issuer of the OBG, as
defined below, the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obbligazioni bancarie garantite (the "OBG") guaranteed by UniCredit
OBG S.r.l. (the "OBG Guarantor") pursuant to Article 7 bis of Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Law 130") and
regulated by the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the "MEF Decree") and the supervisory instructions of the Bank of Italy set
out in Part III, Chapter 3 of the "Disposizioni di Vigilanza per le Banche" (Circolare No. 285 of 17 December 2013), as amended and supplemented from time to time (the "BoI OBG Regulations").
The payment of all amounts due in respect of the OBG will be unconditionally and irrevocably guaranteed by the OBG Guarantor. Recourse against the OBG Guarantor is limited to the Available Funds
(both as defined below).
The maximum aggregate nominal amount of OBG from time to time outstanding under the Programme will not at any time exceed 25,000,000,000, subject to increase as provided for under the Dealer
Agreement.
The OBG issued under the Programme will have a minimum denomination of 100,000 and integral multiples of 1,000 in excess thereof or such other higher denomination as may be specified in the
relevant Final Terms.
The OBG may be issued on a continuing basis to the Dealer(s) appointed under the Programme in respect of the OBG from time to time by the Issuer (each a "Dealer" and together the "Dealers"), the
appointment of which may be for a specific issue or on an on-going basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of OBG being (or intended to be) subscribed by
more than one Dealer, be to all Dealers agreeing to subscribe such OBG.
This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (which includes the
amendments made by Directive 2010/73/EU, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area) (the "Prospectus Directive") and the
relevant implementing measures in the Grand Duchy of Luxembourg. This Prospectus will be available on the Luxembourg Stock Exchange website at www.bourse.lu.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purposes of the Prospectus Directive and
relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving
information with regard to the issue of OBG under the Programme during the period of twelve (12) months after the date hereof.
By approving this Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality and solvency of the Issuer in accordance with the provisions
of Article 7 (7) of the Luxembourg law on prospectuses for securities.
Application has also been made to the Luxembourg Stock Exchange for the OBG issued under the Programme to be admitted during the period of 12 months from the date of this Prospectus to the official
list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to OBG being "listed" (and
all related references) shall mean that such OBG have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, unlisted OBG may be issued
pursuant to the Programme. The relevant Final Terms (as defined below) in respect of the issue of any OBG will specify whether or not such OBG will be listed on the Official List and admitted to trading on
the Luxembourg Stock Exchange's regulated market (or any other stock exchange).
Each Series or Tranche (both as defined below) of OBG may be issued without the consent of the holders of any outstanding OBG, subject to certain conditions. OBG of different Series may have different
terms and conditions, including, without limitation, different maturity dates. Notice of the aggregate nominal amount of OBG, interest (if any) payable in respect of OBG, the issue price of OBG and any
other terms and conditions not contained herein which are applicable to each Tranche will be set out in final terms (the "Final Terms") which, with respect to OBG to be listed on the Luxembourg Stock
Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the OBG of such Series or Tranche.
The OBG will be issued in dematerialised form (emesse in forma dematerializzata), will be subject to the generally applicable terms and conditions of the OBG (contained in the section headed "Terms and
Conditions of the OBG") and the applicable Final Terms and will be held in such form on behalf of the beneficial owners, until redemption and cancellation thereof, by Monte Titoli S.p.A. with registered
office at Piazza degli Affari, 6, 20123 Milan, Italy ("Monte Titoli") for the account of the relevant Monte Titoli Account Holders. The expression "Monte Titoli Account Holders" means any authorised
financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli (and includes any Relevant Clearing System which holds account with Monte Titoli or any
depository banks appointed by the Relevant Clearing System). The expression "Relevant Clearing Systems" means any of Clearstream Banking, société anonyme with registered office at 42 Avenue JF
Kennedy, L-1855 Luxembourg, Luxembourg ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System with registered office at 1 Boulevard du Roi Albert II, B-
1210, Brussels, Belgium ("Euroclear"). The OBG of each Series or Tranche, issued in dematerialised form, will be deposited by the Issuer with Monte Titoli on the relevant Issue Date (as defined herein),
will be in bearer form, will be at all times be in book entry form and title to the relevant OBG of each Series or Tranche will be evidenced by book entry in accordance with the provisions of Article 83-bis of
Italian legislative decree No. 58 of 24 February 1998, as amended and supplemented (the "Financial Services Act"), and with regulation issued by the Bank of Italy and the Commissione Nazionale per le
Società e la Borsa ("CONSOB") on 22 February 2008, as subsequently amended. No physical document of title will be issued in respect of the OBG of each Series or Tranche.
Each Series or Tranche of OBG may be assigned, on issue, a rating by Fitch Ratings Limited ("Fitch" or the "Rating Agency", which expression shall include any successor thereof) or may be unrated as
specified in the relevant Final Terms. Where a Tranche or Series of OBG is to be rated, such rating will not necessarily be the same as the rating assigned to the OBG already issued. Whether or not a rating
in relation to any Tranche or Series of OBG will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 on credit
rating agencies as amended from time to time (the "CRA Regulation") will be disclosed in the relevant Final Terms. The credit ratings included or referred to in this Prospectus have been issued by Fitch,
which is established in the European Union and registered under the CRA Regulation as set out in the list of credit rating agencies registered in accordance with the CRA Regulation published on the website
of the European Securities and Markets Authority ("ESMA") pursuant to the CRA Regulation (for more information please visit the ESMA webpage http://www.esma.europa.eu/page/List-registered-and-
certified-CRAs). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and
registered under the CRA Regulation (and such registration has not been withdrawn or suspended).
A credit rating is not a recommendation to buy, sell or hold OBG and may be subject to revision, suspension or withdrawal by any or all of the Rating Agencies and each rating shall be evaluated
independently of any other.
The OBG of each Series or Tranche will mature on the date mentioned in the applicable Final Terms (each a "Maturity Date"). Before the relevant Maturity Date, the OBG of each Series or Tranche will be
subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in the Conditions (as defined below)).
Subject to certain exceptions as provided for in Condition 10 (Taxation), payments in respect of the OBG to be made by the Issuer will be made without deduction for or on account of withholding taxes
imposed by any tax jurisdiction. In the event that any such withholding or deduction is made the Issuer will be required to pay additional amounts to cover the amounts so deducted. In such circumstances
and provided that such obligation cannot be avoided by the Issuer taking reasonable measures available to it, the OBG will be redeemable (in whole, but not in part) at the option of the Issuer. See Condition
8(c). The OBG Guarantor will not be liable to pay any additional amount due to taxation reasons in case an Issuer Event of Default (as defined below) has occurred. See "Taxation", below.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Sole Arranger
UniCredit Bank AG, London Branch
Dealer
UniCredit Bank AG
The date of this Prospectus is 10 November 2015.
A30517867/4.4a/10 Nov 2015
- 1 -

This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus
Directive and for the purpose of giving information with regard to the Issuer, the OBG
Guarantor and the OBG which, according to the particular nature of the OBG, is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer and of the OBG Guarantor and of the
rights attaching to the OBG.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best
of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the case,
the information contained in this Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The OBG Guarantor has provided the information set out in the section headed "Description of
the OBG Guarantor" below and any other information contained in this Prospectus relating to
itself for which the OBG Guarantor, together with the Issuer, accepts responsibility. To the best
of the knowledge of the OBG Guarantor (having taken all reasonable care to ensure that such
is the case) the information and data in relation to which it is responsible as described above
are in accordance with the facts and do not contain any omission likely to affect the import of
such information and data. With respect to such information provided by the OBG Guarantor,
the responsibility of the Issuer is limited to their correct reproduction.
Subject as provided in the applicable Final Terms, the only persons authorised to use this
Prospectus (and, therefore, acting in association with the Issuer) in connection with an offer of
OBG are the persons named in the applicable Final Terms as the relevant Dealer(s).
Copies of the Final Terms will be available from the registered office of the Issuer and the
specified office set out below of the Paying Agent (as defined below) and on the website of the
Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus is to be read in conjunction with any document incorporated herein by
reference (see "Documents Incorporated by Reference" below). This Prospectus shall be read
and construed on the basis that such documents are incorporated by reference in and form part
of this Prospectus.
Full information on the Issuer, the OBG Guarantor and any Series or Tranche of OBG is only
available on the basis of the combination of the Prospectus, any supplements, the relevant
Final Terms and the documents incorporated by reference.
Unless otherwise defined in the relevant section of this Prospectus in which they are used,
capitalised terms used in this Prospectus shall have the meaning ascribed to them in the section
headed "Terms and Conditions of the OBG" below. For ease of reference, the section headed
"Index of Defined Terms" below indicates the page of this Prospectus on which each
capitalised term is defined.
None of the Dealers or the Sole Arranger makes any representation, expressed or implied, or
accepts any responsibility or liability, with respect to the accuracy or completeness of any of
the information in this Prospectus. Each potential purchaser of OBG should determine for
itself the relevance of the information contained in this Prospectus and its purchase of OBG
2

should be based upon such investigation as it deems necessary. None of the Dealers or the Sole
Arranger undertakes to review the financial condition or affairs of the Issuer or the OBG
Guarantor during the life of the arrangements contemplated by this Prospectus or by any
supplement or to advise any investor or potential investor in OBG of any information coming
to the attention of any of the Dealers or the Sole Arranger.
This Prospectus contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial
publications. It is hereby confirmed that (a) to the extent that information reproduced herein
derives from a third party, such information has been accurately reproduced and (b) insofar as
the Issuer and the OBG Guarantor are aware and are able to ascertain from information derived
from a third party, no facts have been omitted which would render the information reproduced
inaccurate or misleading.
The following sources of information, among others, have been used:
(i)
Bank of Italy: data used for the Issuer's internal estimate of the market shares for loans
and direct deposits held in Italy; data on the Italian banking market, in particular the
number of active bank branches and financial promoters;
(ii)
Italian association of asset managers (Assogestioni - Associazione del Risparmio
Gestito): data used for the Issuer's internal estimates of market shares in mutual funds in
Italy;
(iii) Fitch: data and information used for the explanation of the factors addressed by the
ratings assigned by Fitch; and
(iv) Italian Banking Association (ABI - Associazione Bancaria Italiana): data used for
the Issuer's internal estimates of market shares in direct deposits in Italy.
Commercial publications generally state that the information they contain originates from
sources assumed to be reliable, but that the accuracy and completeness of such information is
not guaranteed, and that the calculations contained therein are based on a series of
assumptions. External data has not been independently verified by the Issuer and the OBG
Guarantor.
No person has been authorised to give any information or to make any representation
other than those contained in this Prospectus in connection with the issue or sale of the
OBG and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer, the OBG Guarantor or any of the Dealer(s) or
the Sole Arranger (as defined in "General Description of the Programme"). Neither the
delivery of this Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the
Issuer or the OBG Guarantor since the date hereof or the date upon which this
Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer or the OBG Guarantor since the
date hereof or the date upon which this Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme
3

is correct as of any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any OBG shall in
any circumstances imply that the information contained herein concerning the Issuer and the
OBG Guarantor is correct at any time subsequent to the date hereof or that any other
information supplied in connection with the Programme is correct as of any time subsequent to
the date indicated in the document containing the same. The Dealer(s) and the Representative
of the OBG Holders expressly do not undertake to review the financial condition or affairs of
the Issuer or the OBG Guarantor during the life of the Programme or to advise any investor in
the OBG of any information coming to their attention. Investors should review, inter alia, the
most recently published documents incorporated by reference into this Prospectus, as it may
have been supplemented from time to time, when deciding whether or not to purchase any
OBG.
Neither this Prospectus nor any other financial statements are intended to provide the basis of
any credit or other evaluation and should not be considered as a recommendation by any of the
Issuer, the Sole Arranger, the OBG Guarantor or the Dealer(s) that any recipient of this
Prospectus or any other financial statements should purchase the OBG. Each potential
purchaser of OBG should determine for itself the relevance of the information contained in this
Prospectus and its purchase of OBG should be based upon such investigation as it deems
necessary. None of the Dealer(s) or the Sole Arranger undertakes to review the financial
condition or affairs of the Issuer or the OBG Guarantor during the life of the arrangements
contemplated by this Prospectus nor to advise any investor or potential investor in the OBG of
any information coming to the attention of any of the Dealer(s) or the Sole Arranger.
The distribution of this Prospectus and the offering or sale of the OBG in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by
the Issuer, the OBG Guarantor, the Dealer(s) and the Sole Arranger to inform themselves about
and to observe any such restriction. For a description of certain restrictions on offers and sales
of OBG and on distribution of this Prospectus, see "Subscription and Sale" below.
The OBG have not been and will not be registered under the United States Securities Act of
1933 (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and include OBG in bearer form that are subject to U.S. tax
law requirements. Subject to certain exceptions, OBG may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons (as defined in the
U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder). For a
description of certain restrictions on offers and sales of OBG and on distribution of this
Prospectus, see "Subscription and Sale" below.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer,
the OBG Guarantor or the Dealer(s) to subscribe for, or purchase, any OBG.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
OBG in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation
in such jurisdiction. The distribution of this Prospectus and the offer or sale of OBG may be
4

restricted by law in certain jurisdictions. The Issuer, the OBG Guarantor, the Dealers, the Sole
Arranger and the Representative of the OBG Holders do not represent that this Prospectus may
be lawfully distributed, or that any OBG may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, unless specifically indicated to the contrary in the
applicable Final Terms, no action has been taken by the Issuer, the OBG Guarantor, the
Dealers, the Sole Arranger or the Representative of the OBG Holders which is intended to
permit a public offering of any OBG outside Luxembourg or distribution of this Prospectus in
any jurisdiction where action for that purpose is required. Accordingly, no OBG may be
offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or
other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Prospectus or any OBG may come must inform themselves about,
and observe, any such restrictions on the distribution of this Prospectus and the offering and
sale of OBG. In particular, there are restrictions on the distribution of this Prospectus and the
offer or sale of OBG in the United States, Japan and the European Economic Area (including
the United Kingdom and the Republic of Italy). See also "Subscription and Sale", below.
Each initial and each subsequent purchaser of an OBG will be deemed, by its acceptance of
such Note, to have made certain acknowledgements, representations and agreements intended
to restrict the resale or other transfer thereof as described in this Prospectus and in any Final
Terms and, in connection therewith, may be required to provide confirmation of its compliance
with such resale or other transfer restrictions in certain cases. See "Subscription and Sale",
below.
In connection with the issue of any Series or Tranche under the Programme, the Dealer
or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or
persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms
may over-allot the relevant Series or Tranche or effect transactions with a view to
supporting the market price of the relevant Series or Tranche at a level higher than that
which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or any person acting on behalf of any Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the OBG of the relevant Series or
Tranche is made and, if begun, may be ended at any time, but it must end no later than
the earlier of 30 days after the issue date of the relevant Series or Tranche and 60 days
after the date of the allotment of the relevant Series or Tranche. Any stabilisation action
or over-allotment must be conducted by the relevant Stabilising Manager(s) (or any
person acting on behalf of any Stabilising Manager(s)) in accordance with all applicable
laws and rules.
All references in this Prospectus to: (i) "Euro", "" and "euro" refer to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to
the Treaty establishing the European Community (signed in Rome on 25 March 1957), as
5

amended; (ii) "U.S.$" or "U.S. Dollar" are to the currency of the Unites States of America;
(iii) "£" or "UK Sterling" are to the currency of the United Kingdom; (iv) "PLN" are to the
currency of Poland; (v) "Italy" are to the Republic of Italy; (vi) laws and regulations are,
unless otherwise specified, to the laws and regulations of Italy; and (vii) "billions" are to
thousands of millions.
Certain monetary amounts and currency translations included in this Prospectus have been
subject to rounding adjustments; accordingly, figures shown as totals in certain tables may not
be an arithmetic aggregation of the figures which preceded them.
The language of this Prospectus is English. Certain legislative references and technical terms
have been cited in their original language in order that the correct technical meaning may be
ascribed to them under applicable law.
The Sole Arranger is acting for the Issuer and no one else in connection with the Programme
and will not be responsible to any person other than the Issuer for providing the protection
afforded to clients of the Sole Arranger or for providing advice in relation to the issue of the
OBG.
6

TABLE OF CONTENTS
Page
RISK FACTORS................................................................................................................................. 8
DOCUMENTS INCORPORATED BY REFERENCE .................................................................... 64
GENERAL DESCRIPTION OF THE PROGRAMME.................................................................... 71
STRUCTURE DIAGRAM ............................................................................................................. 123
DESCRIPTION OF THE ISSUER ................................................................................................. 124
DESCRIPTION OF THE PORTFOLIO THE CREDIT AND COLLECTION POLICIES........ 176
DESCRIPTION OF THE OBG GUARANTOR ............................................................................ 198
DESCRIPTION OF THE ASSET MONITOR ............................................................................... 202
CREDIT STRUCTURE .................................................................................................................. 203
ACCOUNTS AND CASH FLOWS ............................................................................................... 215
USE OF PROCEEDS...................................................................................................................... 228
DESCRIPTION OF THE TRANSACTION DOCUMENTS......................................................... 229
SELECTED ASPECTS OF ITALIAN LAW ................................................................................. 248
TERMS AND CONDITIONS OF THE OBG ................................................................................ 260
RULES OF THE ORGANISATION OF THE OBG HOLDERS ................................................... 296
FORM OF FINAL TERMS ............................................................................................................ 317
TAXATION IN THE REPUBLIC OF ITALY............................................................................... 328
LUXEMBOURG TAXATION........................................................................................................ 339
SUBSCRIPTION AND SALE........................................................................................................ 342
GENERAL INFORMATION.......................................................................................................... 346
INDEX OF DEFINED TERMS...................................................................................................... 349
7

RISK FACTORS
Each of the Issuer and the OBG Guarantor believes that the following factors may affect their
ability to fulfil their obligations under the OBG issued under the Programme. All of these
factors are contingencies which may or may not occur and neither the Issuer nor the OBG
Guarantor are in a position to express a view on the likelihood of any such contingency
occurring.
In addition, factors which the Issuer and the OBG Guarantor believe may be material for the
purpose of assessing the market risks associated with OBG issued under the Programme are
also described below.
Each of the Issuer and the OBG Guarantor believes that the factors described below represent
the principal risks inherent in investing in the OBG issued under the Programme, but the
inability of the Issuer or the OBG Guarantor to pay interest, principal or other amounts on or
in connection with any OBG may occur for other unkwnown reasons and neither the Issuer nor
the OBG Guarantor represents that the risks of holding any OBG are exhaustive. In addition,
prospective investors should also read the detailed information set out elsewhere in the
Prospectus (including any document incorporated by reference) and reach their own views
prior to making any investment decision.
1. Factors that may affect the Issuer's ability to fulfil its obligations under or in
connection with the OBG issued under the Programme
Risks concerning liquidity which could affect the UniCredit Group's ability to meet its
financial obligations as they fall due
The UniCredit Group (as defined below in the section headed "Description of the Issuer"
below) is subject to liquidity risk, which can be split between funding liquidity risk, market
liquidity risks, mismatch risk and contingency risk. Funding liquidity risk is the risk that the
bank will not be able to meet efficiently its obligations, including funding commitments and
deposit withdrawals, as they fall due. In this context, the procurement of liquidity for business
activities and the ability to access long-term financing are necessary to enable the Group to
meet its payment obligations in cash, scheduled or unscheduled, and avoid prejudice to its
current activities and financial situation.
The global financial crisis and resulting financial instability have significantly reduced the
levels and availability of liquidity provided by private placements which led to a significant
intervention of government guaranteed bonds that have been pledged with the European
Central Bank to access open market operations. Most of these specific instruments have
expired and not rolled over as the global liquidity situation has significantly improved.
The perception of banking industry riskiness remained high even though reduced interbank
lending implies a lower funding liquidity risk. It should be noted that market speculative
behaviour, in particular towards peripheral countries, has been successfully dealt with by
government intervention and ECB initiatives. Should this support vanish, the Group would be
forced to rely on higher recourse to the wholesale market, which seems to be feasible in case of
8

a normalisation of the macroeconomic conditions. Also retail customers are expected to benefit
from a more stable liquidity context. Indeed retail customers are interwoven with the banking
system, since they invest in network bonds as well as place the deposits and other funding
sources which grew significantly in the last period.
In this context, the Group has announced, as part of its Strategic Plan (as defined below), its
intention to decrease the proportion of wholesale funding in favour of retail funding. However,
reduced customer confidence could result in the Group's inability to access retail funding and
to increased deposit outflows, which in turn could further limit the Group's ability to fund its
operations and meet its minimum liquidity requirements. This strategy is in line with the
expected requirements of the Basel Committee which favours banks to leverage on more stable
funding sources such as core-retail.
As far as UniCredit borrowing from the European Central Bank (the "ECB") is concerned any
adverse change to the ECB's lending policy, including changes to collateral requirements
(particularly those with retroactive effect), or any changes to the funding requirements set by
the ECB, could significantly affect the Group's results of operations, business and financial
condition.
In terms of market liquidity, the effects of the immediate liquidity of the assets held as cash
reserves should be considered. Sudden changes in market conditions (interest rates and
creditworthiness in particular) can impact significantly on the time to sell even for high quality
assets such as government bonds. "Size effects" play an important role for the Group as it is
likely that a liquidation of significant amounts of assets, even if high quality ones, would affect
the overall market conditions. Additionally possible ratings downgrades and the resulting
effects on the securities value as well as the consequent difficulty in ensuring immediate
liquidity in unfavourable economic conditions could also affect the Group's ability to meet its
financial obligations as they fall due.
Apart from risks strictly related to funding and market liquidity, one additional risk that can
affect the ordinary liquidity management is represented by the misalignment between the
amounts and/or the maturities of cash inflows and outflows (Mismatch Risk). Out of the day-
to-day liquidity management, the bank should handle the risk that future and unexpected
obligations (i.e. drawing on committed facilities, deposit withdrawal, increase in collateral
pledging) could require a greater amount of liquidity compared to what is considered the
amount to run the ordinary business (Contingency risk).
Finally, it must be noted that the Group, in the management of short-term liquidity, adopted
metrics that preserve its stability over a period of three months, while maintaining adequate
liquidity reserves in terms of eligible and marketable securities.
Banks' liquidity risk management framework has been further strengthened by the introduction
of 2 Basel III metrics: the liquidity coverage ratio (the "LCR") and the net stable funding ratio
(the "NSFR"). The former has to be kept above the threshold of 100% in 2018; a phase in
period in which banks have to keep a threshold of 60% in 2015 gradually increasing year by
year up to 2018 target level.
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The target of 100% of the NSFR has to be respected starting from 2018.
The LCR is already present in 2015 UniCredit's Risk Appetite Framework, with the definition
of a limit, a trigger and a target value. The level of net stable funding ratio is currently
calculated at the Group and Regional Centre levels and monitored, but it is still not inserted in
the Risk Appetite Framework.
The UniCredit Group's results of operations, business and financial condition have been and
will continue to be affected by adverse macroeconomic and market conditions
The Group's performance is influenced by the financial markets conditions and the
macroeconomic situations of the countries in which it operates. In recent years, the global
financial system has been subject to considerable turmoil and uncertainty and, as at the date of
this Prospectus, the short and medium term outlook for the global economy remains uncertain.
The recent scandal at Volkswagen is another risk factor that could hamper business confidence
and affect growth negatively.
The repricing of sovereign risk following the recent economic crisis has contributed to keep
volatility and uncertainty high, weighing negatively on the global financial system.
High uncertainty and risk aversion have led to significant distortions in global financial
markets, including critically low levels of liquidity and availability of financing (resulting in
high funding costs), historically high credit spreads, volatile capital markets and declining
asset prices. In addition, the international banking system has been imperilled with
unprecedented issues, which have led to sharp reductions in and, in some cases, the suspension
of, interbank lending.
The businesses of many leading commercial banks, investment banks and insurance companies
have been subject to significant pressure. Some of these institutions have failed or have
become insolvent, have been integrated with other financial institutions, or have required
capital injections from governmental authorities and supranational organisations. Additional
adverse effects of the global financial crisis include the deterioration of loan portfolios,
decreasing consumer confidence towards financial institutions, high levels of unemployment
and a general decline in the demand for financial services.
Furthermore, the uncertain economic outlook in the countries in which the Group operates has
had, and could continue to have, adverse effects on its operations, financing costs, share price
and the value of its assets and has led to, and could continue to lead to, additional costs relating
to devaluations and decreases in asset value.
All of the above could be further impacted by policy measures affecting the currencies of
countries where the Group operates as well as by political instability in such countries and/or
the inability of the governments thereof to take prompt action to confront the financial crisis.
The European sovereign debt crisis has adversely affected, and may continue to, adversely
affect the Group's results of operations, business and financial condition
The sovereign debt crisis has raised concerns about the long-term sustainability of the
European Monetary Union (the "EMU"). In the last few years, several EMU countries have
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#1">Prospectus OBG 2_rinnovo 2015_FINAL.docx