Obligation UniCredit Obligations 5.375% ( IT0005580102 ) en EUR

UniCredit Obligations

104.18 % ▲

Italie

IT0005580102 ( en EUR )

5.375% par an ( paiement annuel )

15/04/2034

Prospectus brochure de l'obligation UniCredit Bonds IT0005580102 en EUR 5.375%, échéance 15/04/2034

16/04/2027 ( Dans 300 jours )

UniCredit Bonds désigne les obligations émises par la banque italienne UniCredit, offrant aux investisseurs une exposition à la dette de l'entreprise et un potentiel de rendement fixe.

L'Obligation émise par UniCredit Obligations ( Italie ) , en EUR, avec le code ISIN IT0005580102, paye un coupon de 5.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/04/2034

EXECUTION VERSION
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or
(ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the Insurance Distribution
Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus
Regulation). Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
as amended (the Insurance Distribution Directive) where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs
Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to
the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each
as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
UK MIFIR product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK
MiFIR); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance
Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting
or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
15 January 2024
FINAL TERMS
UniCredit S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered
number 00348170101 with registered office at Piazza Gae Aulenti, 3 Tower-A 20154 Milan, Italy)

Issue of 1,000,000,000 Subordinated Callable Fixed Rate Resettable Notes due 16 April 2034
under the
60,000,000,000 Euro Medium Term Note Programme
Part A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions for the
Dematerialised Notes set forth in the Base Prospectus dated 10 May 2023 and the supplements to it dated 4 August
2023 and 30 October 2023 which together constitute a base prospectus for the purposes of the Prospectus
Regulation (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for
the purposes of the Prospectus Regulation and must be read in conjunction with such Base Prospectus, in order to
obtain all the relevant information. The Base Prospectus is available for viewing during normal business hours at
UniCredit S.p.A., Piazza Gae Aulenti, 3 Tower A 20154 Milan, Italy and has been published on the website of
UniCredit www.unicreditgroup.eu, as well as on the website of the Luxembourg Stock Exchange, www.luxse.com.
Copies may be obtained, free of charge, from the Issuer at the address above.
1.
Series Number:
728
(a)
Tranche Number:
1
2.
Specified Currency or Currencies:
Euro ()
3.
Aggregate Nominal Amount:

(a)
Series:
1,000,000,000
(b)
Tranche:
1,000,000,000
4.
Issue Price:
99.847 per cent. of the Aggregate Nominal Amount
5.
Specified Denominations:
200,000 and integral multiples of 1,000 in excess
thereof up to and including 399,000
(a)
Calculation Amount:
1,000
6.
Issue Date:
16 January 2024
(a)
Interest Commencement Date:
Issue Date
7.
Maturity Date:
16 April 2034
8.
Interest Basis:
Reset Notes

(further particulars specified below)
9.
Redemption/Payment Basis:
100 per cent.
10.
Change of Interest Basis:
Not Applicable
11.
Call Options:
Issuer Call

Regulatory Call

Clean-Up Redemption Option

(see paragraphs 19, 20 and 22 below)

12.
Status of the Notes:
Subordinated
(a)
Date of Board approval for issuance
16 January 2023
of Notes
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions:
Not Applicable
14.
Reset Note Provisions:
Applicable
(a)
Initial Rate of Interest:
For the period from and including the Issue Date to, but
excluding, the First Reset Date, 5.375 per cent. per
annum payable in arrear on each Interest Payment Date
(b)
First Margin:
+2.80 per cent. per annum
(c)
Subsequent Margin:
Not Applicable
(d)
Interest Payment Date(s):
16 April in each year, starting on 16 April 2025 (the
First Interest Payment Date), up to, and including, 16
April 2034.
There will be a long first coupon in respect of the first
interest period from, and including, the Issue Date up
to, and excluding, the First Interest Payment Date (the
Long First Interest Period)
(e)
Fixed Coupon Amount up to (but 53.75 per Calculation Amount
excluding) the First Reset Date:
(f)
Broken Amount(s):
67.11 per Calculation Amount payable only on the
First Interest Payment Date in respect of the Long First
Interest Period
(g)
First Reset Date:
16 April 2029
(h)
Second Reset Date:
Not Applicable
(i)
Subsequent Reset Date(s):
Not Applicable
(j)
Mid-Swap Floating Leg Benchmark EURIBOR
Rate:
(k)
Relevant Screen Page:
Bloomberg screen "EUAMDB05 Index"
(l)
Mid-Swap Rate:
Single Mid-Swap Rate
(m)
Mid-Swap Maturity:
5 years
(n)
Reset Reference Rate Conversion:
Not Applicable
(o)
Original Reset Reference Rate Annual
Payment Basis:
(p)
Day Count Fraction:
Actual/Actual ICMA

(q)
Determination Dates:
16 April in each year
(r)
Additional Business Centre(s):
T2 and Milan
(s)
Calculation Agent:
Issuer
(t)
Reset Reference Rate
Applicable
Replacement:
15.
Floating Rate Note Provisions:
Not Applicable
16.
Inflation Linked Interest Note Provisions: Not Applicable
17.
Zero Coupon Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.
Notice periods for Condition 10.3 of the Minimum period: 5 days
Terms and Conditions for the Notes in Global
Form and Condition 10.3 of the Terms and Maximum period: 90 days
Conditions for the Dematerialised Notes and
Condition 10.6 of the Terms and Conditions
for the Notes in Global Form and Condition
10.6 of the Terms and Conditions for the
Dematerialised Notes:
19.
Issuer Call:
Applicable
(a)
Optional Redemption Date(s):
Any calendar day during the three-month period
commencing on (and including) 16 January 2029 to
(and including) the First Reset Date.
(b)
Optional Redemption Amount (in 1,000 per Calculation Amount
the case of Subordinated Notes or
Additional Tier 1 Notes only,
subject to the prior approval of the
relevant Competent Authority, as
applicable, and in accordance with
applicable laws and regulations,
including Articles 77(b) and 78 of
the CRD IV Regulation or, if
different, the then applicable
Relevant Regulations):
(c)
Reference Bond:
Not Applicable
(d)
Quotation Time:
Not Applicable
(e)
Redemption Margin:
Not Applicable
(f)
If redeemable in part:

(i)
Minimum Redemption
200,000
Amount:

(ii)
Maximum Redemption
1,000,000,000
Amount:
(g)
Notice period:
Minimum period: 15 days
Maximum period: 30 days
20.
Regulatory Call:
Applicable
21.
Issuer Call due to MREL or TLAC Not Applicable
Disqualification Event:
22.
Clean-Up Redemption Option:
Applicable
(i) Clean-Up Call Percentage:
75 per cent.
(ii) Clean-Up Redemption Amount:
1,000 per Calculation Amount
23.
Final Redemption Amount:
100 per cent. per Calculation Amount
24.
Early Redemption Amount payable on As per Condition 10.8 (Early Redemption Amounts) of
redemption:
the Terms and Conditions for the Dematerialised Notes
(i)
for taxation reasons (subject to See also paragraph 20 above

Condition 10.16 of the Terms and
Conditions for the Notes in Global
Form and Condition 10.16 of the
Terms and Conditions for the
Dematerialised Notes) as
contemplated by Condition 10.3 of
the Terms and Conditions for the
Notes in Global Form and
Condition 10.3 of the Terms and
Conditions for the Dematerialised
Notes;
(ii)
for regulatory reasons (subject to
Condition 10.16 of the Terms and
Conditions for the Notes in Global
Form and Condition 10.16 of the
Terms and Conditions for the
Dematerialised Notes) as
contemplated by Condition 10.4 of
the Terms and Conditions for the
Notes in Global Form and
Condition 10.4 of the Terms and
Conditions for the Dematerialised
Notes; or
(iii)
on event of default (subject to
Condition 10.16 of the Terms and
Conditions for the Notes in Global
Form and Condition 10.16 of the
Terms and Conditions for the
Dematerialised Notes),

and/or the method of calculating the same (if
required or if different from that set out in
Condition 10.8 of the Terms and Conditions
for the Notes in Global Form and Condition
10.8 of the Terms and Conditions for the
Dematerialised Notes):
25.
Extendible Notes:
Not Applicable
26.
RMB Currency Event:
Not Applicable
27.
Relevant Currency:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28.
Form of Notes

(a)
Form of Notes:
Dematerialised Note held by Monte Titoli on behalf of
the beneficial owners, until redemption or cancellation
thereof, for the account of the relevant Monte Titoli
Account Holders
(b)
New Global Note:
Not Applicable
29.
Additional Financial Centre(s):
T2
30.
RMB Settlement Centre(s):
Not Applicable
31.
Talons for future Coupons to be attached to Not Applicable
Definitive Notes:

Signed on behalf of UniCredit S.p.A.:

By:

Duly authorised

By:

Duly authorised

Part B OTHER INFORMATION

1.
LISTING AND ADMISSION TO Application has been made by the Issuer (or on its behalf)
TRADING
for the Notes to be listed on the Official List of the
Luxembourg Stock Exchange and admitted to trading on
the Luxembourg Stock Exchange's regulated market with
effect from 16 January 2024.
(a) Estimate of total expenses related
7,850
to admission to trading:
2.
RATINGS
Ratings:
The Notes to be issued have been rated:
Ba1 by Moody's Investors Service España, S.A.
(Moody's); and
BB+ by S&P Global Ratings Europe Limited (S&P).

Each of Moody's and S&P is established in the European
Union and is registered under the Regulation (EC) No.
1060/2009 (as amended) (the CRA Regulation).
The rating Moody's has given to the Notes is endorsed by
Moody's Investors Service Ltd, which is established in
the UK and registered under Regulation (EC) No
1060/2009 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the UK
CRA Regulation).
The rating S&P has given to the Notes is endorsed by
S&P Global Ratings UK Limited, which is established in
the UK and registered under the UK CRA Regulation.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for the fees payable to the Managers and save for the fact that UniCredit Bank GmbH is part of
the Issuer's Group, so far as the Issuer is aware, no person involved in the issue of the Notes has an
interest material to the offer. The Managers and their affiliates have engaged, and may in the future
engage, in investment banking and/or commercial banking transactions with, and may perform other
services for, the Issuer and its affiliates in the ordinary course of business.
4.
USE AND ESTIMATED NET AMOUNT OF THE PROCEEDS
(a)
Use of the proceeds:
for its general corporate purposes, which include making
a profit
(b)
Estimated net amount of the 998,470,000
proceeds:

5.
YIELD (Fixed Rate Notes only)
Indication of yield:
5.400 per cent. up until the First Reset Date.

The yield is calculated as at the Issue Date on the basis of
the Issue Price and the Initial Rate of Interest. It is not an
indication of future yield.
6.
OPERATIONAL INFORMATION
(a)
ISIN Code:
IT0005580102
(b)
Common Code:
275030317
(c)
CUSIP:
Not Applicable
(d)
CINS:
Not Applicable
(e)
CFI:
DTFOGB, as updated, as set out on the website of the
Association of National Numbering Agencies (ANNA) or
alternatively sourced from the responsible National
Numbering Agency that assigned the ISIN
(f)
FISN:
UNICREDIT/OB SUB 20340416 REGS, as updated, as
set out on the website of the Association of National
Numbering Agencies (ANNA) or alternatively sourced
from the responsible National Numbering Agency that
assigned the ISIN
(g)
Any clearing system(s) other Monte Titoli
than Euroclear and Clearstream
Luxembourg and the relevant
identification number(s):
(h)
Delivery:
Delivery against payment
(i)
Names and addresses of Not Applicable
additional Paying Agent(s) (if
any):
(j)
Intended to be held in a manner Not Applicable
which would allow Eurosystem
eligibility:

7.
DISTRIBUTION

(i)
Method of distribution:
Syndicated
(ii)
If syndicated, names
and Joint Lead Managers:
addresses of Managers
(specifying Lead Manager) and Banco Santander, S.A.
underwriting commitments:
Barclays Bank Ireland PLC
BNP Paribas
Mediobanca Banca di Credito Finanziario S.p.A.
Morgan Stanley & Co. International plc

UBS Europe SE
UniCredit Bank GmbH
Co-Lead Managers:
CaixaBank, S.A.
Crédit Mutuel Arkéa
La Banque Postale
OTP Bank Nyrt.
(iii)
Stabilisation Manager(s) (if
Not Applicable
any):
(iv)
If non-syndicated, name and Not Applicable
address of relevant Dealer:
(v)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA not applicable
(vi)
Prohibition of Sales to EEA Applicable
Retail Investors:
(vii)
Prohibition of Sales to UK Applicable
Retail Investors:
(viii)
EU Benchmark Regulation:
Applicable: Amounts payable under the Notes are
calculated by reference to ICE Swap Rate, which is
provided by ICE Benchmark Administration Limited.
EU Benchmark Regulation: As at the date of these Final Terms, ICE Benchmark
Article 29(2) statement on Administration Limited is not included in the register of
benchmarks:
administrators and benchmarks established and
maintained by the European Securities and Markets
Authority pursuant to article 36 of the Benchmark
Regulation (Regulation (EU) 2016/1011) (the BMR). As
far as the Issuer is aware, the transitional provisions in
Article 51 of the BMR apply, such that the administrator
is not currently required to obtain
authorisation/registration.