Obligation UniCredit 5.37% ( XS0294089981 ) en EUR

UniCredit

100 % ▲

Italie

XS0294089981 ( en EUR )

5.37% par an ( paiement annuel )

10/04/2027

Prospectus brochure de l'obligation UniCredit XS0294089981 en EUR 5.37%, échéance 10/04/2027

10 000 EUR

50 000 000 EUR

11/04/2025 ( Dans 328 jours )

L'Obligation émise par UniCredit ( Italie ) , en EUR, avec le code ISIN XS0294089981, paye un coupon de 5.37% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/04/2027

BASE PROSPECTUS

UNICREDIT S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101)
60,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
Under the 60,000,000,000 Euro Medium Term Note Programme (the Programme) described in this document
(the Base Prospectus), UniCredit S.p.A. (UniCredit or the Issuer) may from time to time issue notes governed
by Italian law in global form (the Notes in Global Form) and/or in dematerialised form (the Dematerialised
Notes and, together with the Notes in Global Form, the Notes). The Notes may be denominated in any currency
agreed between the Issuer and the relevant Dealer (as defined below).
Notes will be issued in bearer form. The maximum aggregate nominal amount of all Notes from time to time
outstanding under the Programme will not exceed 60,000,000,000 (or its equivalent in other currencies calculated
as described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to UniCredit Bank AG and any additional dealer appointed under
the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may
be for a specific issue or on an on-going basis. References in this Base Prospectus to the relevant Dealer shall, in
the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers
agreeing to subscribe for such Notes.
The terms and conditions for the Notes in Global Form are set out herein in "Terms and Conditions for the Notes
in Global Form" and the terms and conditions for the Dematerialised Notes are set out herein in "Terms and
Conditions for the Dematerialised Notes". References to the "Notes" shall be to the Notes in Global Form and/or
the Dematerialised Notes, as appropriate, and references to the "Terms and Conditions" or the "Conditions" shall
be to the Terms and Conditions for the Notes in Global Form and/or the Terms and Conditions for the
Dematerialised Notes, as appropriate and as specified in the applicable Final Terms. For the avoidance of doubt,
in "Terms and Conditions for the Notes in Global Form", references to the "Notes" shall be to the Notes in
Global Form, and in "Terms and Conditions for the Dematerialised Notes", references to the "Notes" shall be
to the Dematerialised Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks,
see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the CSSF), as competent authority under Regulation (EU) 2017/1129, as amended (the Prospectus
Regulation). The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval by the CSSF should not
be considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make their own
assessment as to the suitability of investing in the Notes.
By approving this Base Prospectus, in accordance with the Prospectus Regulation and Article 6 (4) of the
Luxembourg Law of 16 July 2019 on prospectuses for securities, the CSSF does not engage in respect of the
economic or financial opportunity of the operation or the quality and solvency of the Issuer. Application has been
made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market (as contemplated by Directive 2014/65/EU) and to be listed on
the Official List of the Luxembourg Stock Exchange. Application may also be made for notification to be given
to competent authorities in other Member States of the EEA in order to permit Notes issued under the Programme
to be offered to the public and admitted to trading on regulated markets in such other Member States in accordance
with the procedures under Article 25 of the Prospectus Regulation.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes
have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to
the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a

regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU), as
amended.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from
the date of its approval) in relation to Notes which are to be admitted to trading on a regulated market in
the European Economic Area (the EEA) and/or offered to the public in the EEA other than in
circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation.
The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake
or material inaccuracy does not apply when this Base Prospectus is no longer valid. The validity of this
Base Prospectus ends upon expiration on 10 May 2024.
References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is required to be
published under the Prospectus Regulation and the Financial Services and Markets Act 2000. The CSSF has
neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and certain other information which is applicable to each Tranche (as defined under, as appropriate, "Terms
and Conditions for the Notes in Global Form" and "Terms and Conditions for the Dematerialised Notes") of
Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document (the
Final Terms) which will be filed with the CSSF.
Copies of the Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be
published on the website of the Luxembourg Stock Exchange (www.luxse.com). In the case of Exempt Notes,
notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement
document (the Pricing Supplement).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or
further stock exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer(s). The Issuer
may also issue unlisted Notes and/or Notes not admitted to trading on any market. The CSSF has neither approved
nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.
As more fully set out in "Terms and Conditions for the Notes in Global Form Taxation" and in "Terms and
Conditions for the Dematerialised Notes Taxation", in the case of payments by the Issuer, additional amounts
will not be payable to holders of the Notes or of the interest coupons appertaining to the Notes in Global Form
(the Coupons) with respect to any withholding or deduction pursuant to Italian Legislative Decree No. 239 of 1
April 1996 (as amended or supplemented) and related regulations of implementation which have been or may
subsequently be enacted (Decree 239). In addition, certain other (more customary) exceptions to the obligation of
the Issuer to pay additional amounts to holders of the Notes with respect to the imposition of withholding or
deduction from payments relating to the Notes also apply, also as more fully set out in "Terms and Conditions
for the Notes in Global Form Taxation" and in "Terms and Conditions for the Dematerialised Notes 
Taxation".
UniCredit, having made all reasonable enquiries, confirms that this Base Prospectus contains or incorporates all
information which is material in the context of the issuance and offering of Notes, that the information contained
or incorporated in this Base Prospectus is true and accurate in all material respects and is not misleading, that the
opinions and intentions expressed in this Base Prospectus are honestly held and that there are no other facts the
omission of which would make this Base Prospectus or any of such information or the expression of any such
opinions or intentions misleading. UniCredit accepts responsibility accordingly.
The information relating to each of Euroclear Bank S.A./N.V. (Euroclear), Clearstream Banking S.A.
(Clearstream, Luxembourg) and Euronext Securities Milan (former Monte Titoli S.p.A.) (Monte Titoli) has
been accurately reproduced from information published by each of Euroclear, Clearstream, Luxembourg and
Monte Titoli, respectively. So far as UniCredit is aware and is able to ascertain from information published by
each of Euroclear, Clearstream Banking S.A. and Monte Titoli, no facts have been omitted which would render
the reproduced information misleading.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act) or any securities laws of any state or other jurisdiction of the United States and may not be offered
or sold in the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S
2

under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United
States.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final
Terms. Whether or not each credit rating applied for in relation to a relevant Series of Notes will be (i) issued or
endorsed by a credit rating agency established in the European Union and registered under Regulation (EC) No.
1060/2009 (as amended) (the CRA Regulation) or by a credit rating agency which is certified under the CRA
Regulation, and/or (ii) issued or endorsed by a credit rating agency established in the United Kingdom and
registered under the CRA Regulation, as it forms part of domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (the UK CRA Regulation) or by a credit rating agency which is certified
under the UK CRA Regulation, and whether such credit rating agency is included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation,
will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes). 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 EEA and registered under the CRA Regulation or (i) the rating is provided by a
credit rating agency not established in the EEA but is endorsed by a credit rating agency established in the EEA
and registered under the CRA Regulation or (ii) the rating is provided by a credit rating agency not established in
the EEA which is certified under the CRA Regulation. In general, UK 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 UK and
registered under the UK CRA Regulation or (i) the rating is provided by a credit rating agency not established in
the UK but is endorsed by a credit rating agency established in the UK and registered under the UK CRA
Regulation or (ii) the rating is provided by a credit rating agency not established in the UK which is certified under
the UK CRA Regulation. The European Securities and Markets Authority (ESMA) is obliged to maintain on its
website, https://www.esma.europa.eu/page/Listregistered-and-certified-CRAs, a list of credit rating agencies
registered and certified in accordance with the CRA Regulation. Please also refer to "Credit ratings assigned to
the Issuer or any Notes may not reflect all the risks associated with an investment in those Notes" in the "Risk
Factors" section of this Base Prospectus.
Amounts payable under the Floating Rate Notes and/or the Reset Notes may be calculated by reference to certain
reference rates such as EURIBOR, CAD-BA-CDOR, CMS or SOFR, as specified in the relevant Final Terms. As
at the date of this Base Prospectus, Thomson Reuters Benchmark Services Limited (as administrator of CAD-BA-
CDOR) and the European Money Markets Institute (as administrator of EURIBOR) are included in the register
of administrators maintained by the ESMA under Article 36 of Regulation (EU) No. 2016/1011 (the EU
Benchmarks Regulation). As at the date of this Base Prospectus, the ICE Benchmark Administration (as
administrator of CMS) and the Federal Reserve Bank of New York (as administrator of SOFR) are not included
in the register of administrators maintained by ESMA under Article 36 of the EU Benchmarks Regulation. As far
the Issuer is aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that
ICE Benchmark Administration (as administrator of CMS) is not currently required to obtain
authorization/registration (or, if located outside the European Union, recognition, endorsement or equivalence).
As far as the Issuer is aware, SOFR does not fall within the scope of the EU Benchmarks Regulation by virtue of
Article 2 of that Regulation.
Amounts payable on Inflation Linked Notes will be calculated by reference to CPI or HICP (each as defined in
Annex 1 to this Base Prospectus). As at the date of this Base Prospectus, the administrators of CPI and HICP are
not included in ESMA's register of administrators under Article 36 of the EU Benchmarks Regulation.
As far as the Issuer is aware, CPI and HICP do not fall within the scope of the EU Benchmarks Regulation by
virtue of Article 2 of that Regulation.
The Additional Tier 1 Notes are not intended to be sold and should not be sold to "retail clients" (as defined in
Directive 2014/65/EU (as amended, MiFID II)) in the European Economic Area (EEA). In addition to the above,
pursuant to the United Kingdom (UK) Financial Conduct Authority Conduct of Business Sourcebook (COBS),
the Additional Tier 1 Notes are not intended to be offered, sold or otherwise made available and should not be
offered, sold or otherwise made available to retail clients (as defined in COBS 3.4) in the UK. Potential investors
should read the whole of this document, in particular the "Risks relating to Additional Tier 1 Notes" set out on
pages 49 to 63 and "Restrictions on marketing, sales and resales of Additional Tier 1 Notes to Retail Investors"
set out on pages 78 and 79.
3

Arranger and Dealer
UNICREDIT BANK AG
The date of this Base Prospectus is 10 May 2023.
4

Contents
Page
General Description of the Programme ............................................................................................... 6
Risk Factors ......................................................................................................................................... 23
Important Information ........................................................................................................................... 77
Responsibility Statement, Third Party Information and Experts' Reports.......................................... 87
Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades) . 88
Stabilisation.......................................................................................................................................... 93
Documents Incorporated by Reference .............................................................................................. 94
Form of the Notes ................................................................................................................................ 97
Applicable Final Terms for Notes with a Denomination of less than 100,000 ................................. 100
Applicable Final Terms for Notes with a Denomination of at least 100,000 .................................... 124
Applicable Pricing Supplement ........................................................................................................ 148
Terms and Conditions for the Notes in Global Form ..................................................................... 170
Terms and Conditions for the Dematerialised Notes ...................................................................... 238
Use of Proceeds ................................................................................................................................. 310
Description of UniCredit and the UniCredit Group ........................................................................ 311
Taxation .............................................................................................................................................. 350
Subscription and Sale and Selling Restrictions ................................................................................... 370
General Information ............................................................................................................................ 378
Annex 1 - Further Information Related to Index Linked Notes and Inflation Linked Interest Notes . 383
5

General Description of the Programme
General Description of the Programme
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes,
the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement). The Issuer and
any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and
Conditions, in which event, in the case of Notes other than Exempt Notes, and if appropriate, a new Base
Prospectus or a supplement to the Base Prospectus, will be published.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No. 2019/980 (the Delegated Regulation).
Words and expressions defined in the sections headed "Form of the Notes", "Terms and Conditions for the
Notes in Global Form" or, as the case may be, "Terms and Conditions for the Dematerialised Notes" shall
have the same meanings in this Overview.

Issuer:
UniCredit S.p.A. (UniCredit)
Issuer Legal Entity Identifier
549300TRUWO2CD2G5692
(LEI):
Description:
Euro Medium Term Note Programme
Arranger:
UniCredit Bank AG
Dealers:
UniCredit Bank AG

and any other Dealers appointed from time to time in accordance with the
Twenty-First Amended and Restated Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply with
such laws, guidelines, regulations, restrictions or reporting requirements
from time to time (see "Subscription and Sale and Selling Restrictions")
including the following restrictions applicable at the date of this Base
Prospectus.
Programme Size:
Up to 60,000,000,000 (or its equivalent in other currencies calculated as
described in the Programme Agreement) outstanding at any time. The
Issuer may increase the amount of the Programme in accordance with the
terms of the Programme Agreement.
Principal Paying Agent for
Citibank, N.A., London Branch or such other agent(s) specified in the
the Notes in Global Form:
applicable Final Terms or Pricing Supplement.
Paying Agent for the
UniCredit S.p.A.. The Issuer is entitled to appoint a different Paying Agent
Dematerialised Notes:
for the Dematerialised Notes in accordance with Condition 14 (Agents) of
the Terms and Conditions for the Dematerialised Notes.
Distribution:
Notes may be distributed by way of private or public placement and in each
case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, Notes may be
denominated in euro, Sterling, U.S. dollars, yen, Renmimbi (CNY) and any
other currency agreed between the Issuer and the relevant Dealer(s).
6

General Description of the Programme
Maturities:
The Senior Notes, Non-Preferred Senior Notes and Subordinated Notes will
have such maturities as may be agreed between the Issuer and the relevant
Dealer(s), subject to such minimum or maximum maturities as may be
allowed or required from time to time by the relevant central bank (or
equivalent body) or by any laws or regulations applicable to the Issuer or
the relevant Specified Currency.

The Senior Notes, Non-Preferred Senior Notes and Subordinated Notes
may however be issued with an Initial Maturity Date which may be
extended from time to time up to a Final Maturity Date at the option of the
holders. Please see Condition 10.9 (Extendible Notes) of the Terms and
Conditions for the Notes in Global Form and Condition 10.9 (Extendible
Notes) of the Terms and Conditions for the Dematerialised Notes.

Subject as set out herein, the Additional Tier 1 Notes will mature on the
date on which voluntary or involuntary winding up, dissolution, liquidation
or bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa)
proceedings are instituted in respect of the Issuer, in accordance with: (a) a
resolution of the shareholders' meeting of the Issuer; (b) any provision of
the by-laws of the Issuer (currently, the maturity of the Issuer is set at 31
December 2100); or (c) any applicable legal provision or any decision of
any judicial or administrative authority. Upon maturity, the Notes will
become due and payable at an amount equal to their Prevailing Principal
Amount, together with any accrued interest and any additional amounts due
pursuant to Condition 11 (Taxation) of the Terms and Conditions for the
Notes in Global Form and Condition 11 (Taxation) of the Terms and
Conditions for the Dematerialised Notes.
Unless otherwise permitted by current laws, regulations, directives and/or
the Competent Authority's requirements applicable to the issue of
Subordinated Notes and Additional Tier 1 Notes, the Subordinated Notes
and Additional Tier 1 Notes must have a minimum maturity of five years.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt Notes, a
partly-paid basis and at an issue price which is at par or at a discount to, or
premium over, par.
Form of Notes:
The Notes will be issued in bearer form, either in global form or in
dematerialised form as described in "Form of the Notes". Notes may not
be issued or sold in the United States, except in certain transactions
permitted by U.S. tax regulations.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer(s) and on redemption and will
be calculated on the basis of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer(s).
Reset Notes:
Reset Notes will, in respect of an initial period, bear interest at the initial
fixed rate of interest specified in the relevant Final Terms. Thereafter, the
fixed rate of interest will be reset on one or more date(s) specified in the
relevant Final Terms by reference to a mid-market swap rate, as adjusted
for any applicable margin, in each case, as may be specified in the relevant
Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
a) on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by
an agreement incorporating the 2006 ISDA Definitions (as
7

General Description of the Programme
published by the International Swaps and Derivatives Association,
Inc., and as amended and updated as at the Issue Date of the first
Tranche of the Notes of the relevant Series); or
b) on the basis of the reference rate set out in the applicable Final
Terms (or, in the case of Exempt Notes, Pricing Supplement).
The margin (if any) relating to such floating rate will be agreed between
the Issuer and the relevant Dealer(s) for each Series of Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a minimum
interest rate or both.
Interest on Floating Rate Notes in respect of each Interest Period, as agreed
prior to issue by the Issuer and the relevant Dealer(s), will be payable on
such Interest Payment Dates, and will be calculated on the basis of such
Day Count Fraction, as may be agreed between the Issuer and the relevant
Dealer(s).
Reference Rate Replacement:
According to Condition 6.4 of the Terms and Conditions for the Notes in
Global Form and Condition 6.4 of the Terms and Conditions for the
Dematerialised Notes, if the Issuer determines that a Benchmark Event has
occurred in relation to an Original Reference Rate, the Issuer shall
determine a Successor Reference Rate and an Adjustment Spread (if any).
If the Issuer cannot determine a Successor Reference Rate and an
Adjustment Reference Rate (if any), an Independent Adviser will be
appointed to determine an Alternative Reference Rate and an Adjustment
Spread (if any).
Such Successor Reference Rate or, failing which, an Alternative Reference
Rate (as applicable), shall replace the Original Reference Rate for all future
Interest Periods or Reset Periods.
For further information, please see Condition 6.4 of the Terms and
Conditions for the Notes in Global Note and Condition 6.4 of the Terms
and Conditions for the Dematerialised Notes.
Inflation Linked Interest
Payments of interest in respect of Inflation Linked Interest Notes will be
Notes:
calculated by reference to one or more inflation Indices as set out in
Condition 6 (Interest) of the Terms and Conditions for the Notes in Global
Note and Condition 6 (Interest) of the Terms and Conditions for the
Dematerialised Notes.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their nominal
amount and will not bear interest.
Extendible Notes:
Notes may be issued with an Initial Maturity Date which may be extended
from time to time upon the election of the holders on specified Election
Date(s) specified in the applicable Final Terms (or, in the case of Exempt
Notes, the applicable Pricing Supplement).
Other provisions in relation to
Floating Rate Notes and Index Linked Interest Notes may also have a
Floating Rate Notes and Index
maximum interest rate, a minimum interest rate or both. Interest on Floating
Linked Interest Notes:
Rate Notes and Index Linked Interest Notes in respect of each Interest
Period, as agreed prior to issue by the Issuer and the relevant Dealer(s), will
be payable on such Interest Payment Dates, and will be calculated on the
basis of such Day Count Fraction as may be agreed between the Issuer and
the relevant Dealer(s) (as indicated in the applicable Final Terms).
8

General Description of the Programme
The Notes may bear interest on a different interest basis in respect of
different interest periods. The Issuer has the option of changing the interest
basis between fixed rate and floating rate and vice versa in respect of
different periods, upon prior notification of such change in interest basis to
noteholders.
Other provisions in relation to
Cancellation of Interest Amounts
Additional Tier 1 Notes:
The Issuer may at any time elect at its full discretion to cancel (in whole or
in part) for an unlimited period and on a non-cumulative basis the Interest
Amounts otherwise scheduled to be paid on an Interest Payment Date.
Without prejudice to (i) such full discretion of the Issuer to cancel the
Interest Amounts and (ii) the prohibition to make payments on the
Additional Tier 1 Notes pursuant to any provisions of Italian law
implementing Article 141(2) of the CRD IV Directive and, if relevant, in
any other similar payment restriction provision(s) under the Relevant
Regulations, before the Maximum Distributable Amount is calculated,
payment of Interest Amounts on any Interest Payment Date must be
cancelled (in whole or, as the case may be, in part) if and to the extent that
such Interest Amounts:
(a)
when aggregated together with distributions on all other Own Funds
instruments of the Issuer (excluding Tier 2 Capital instruments) paid
or scheduled for payment in the then current financial year and any
potential write-ups exceed the amount of Distributable Items,
excluding any payments already accounted for in determining the
Distributable Items; and/or
(b)
when aggregated together with other distributions of the Issuer or the
UniCredit Group, as applicable, of the kind referred to in Article
141(2) of the CRD IV Directive and, if relevant, in any other similar
payment restriction provision(s) under the Relevant Regulations (or,
if different, any provisions of Italian law implementing Article
141(2) of the CRD IV Directive or, if relevant, such other
provision(s)) and the amount of any write-up (if applicable), would,
if paid, cause the Maximum Distributable Amount (if any) then
applicable to the Issuer and/or the UniCredit Group to be exceeded;
and/or
(c)
are required to be cancelled (in whole or in part) by an order to the
Issuer from the Competent Authority.
Interest shall also be cancelled if a Contingency Event occurs, as set out in
Condition 8.1 (Loss absorption) of the Terms and Conditions for the Notes
in Global Form and Condition 8.1 (Loss absorption) of the Terms and
Conditions for the Dematerialised Notes.
See Condition 7.1 (Cancellation of Interest Amounts) of the Terms and
Conditions for the Notes in Global Form and Condition 7.1 (Cancellation
of Interest Amounts) of the Terms and Conditions for the Dematerialised
Notes.
Distributable Items means, subject as otherwise defined in the Relevant
Regulations from time to time:
(a)
an amount equal to the Issuer's profits at the end of the financial year
immediately preceding the financial year in which the relevant
Interest Payment Date falls plus any profits brought forward and
reserves available for that purpose before distributions to holders of
9

General Description of the Programme
Own Funds instruments (which, for the avoidance of doubt, excludes
any such distributions paid or made on Tier 2 instruments or any such
distributions which have already been provided for, by way of
deduction, in calculating the amount of Distributable Items); less
(b)
an amount equal to any losses brought forward, profits which are
non-distributable pursuant to applicable Italian law or the by-laws of
the Issuer from time to time and sums placed to non-distributable
reserves in accordance with applicable Italian law or the by-laws of
the Issuer from time to time,
those profits, losses and reserves being determined on the basis of the
Issuer's non-consolidated accounts.
Maximum Distributable Amount means any applicable maximum
distributable amount relating to the Issuer and/or the UniCredit Group, as
the case may be, required to be calculated in accordance with the CRD IV
Directive and/or any other Relevant Regulation(s) (or any provision of
Italian law transposing or implementing the CRD IV Directive and/or, if
relevant, any other Relevant Regulation(s)).
Calculation of Interest Amount in case of Write-Down
Subject to Condition 7.1 (Cancellation of Interest Amounts) of the Terms
and Conditions for the Notes in Global Form and Condition 7.1
(Cancellation of Interest Amounts) of the Terms and Conditions for the
Dematerialised Notes, in the event that a Write-Down occurs during an
Interest Period, any accrued and unpaid interest shall be cancelled pursuant
to Condition 8.1 (Loss absorption) of the Terms and Conditions for the
Notes in Global Form and Condition 8.1 (Loss absorption) of the Terms
and Conditions for the Dematerialised Notes and the Interest Amount
payable on the Interest Payment Date immediately following such Interest
Period shall be calculated in accordance with Condition 6.3(f)
(Determination of Rate of Interest and calculation of Interest Amounts) of
the Terms and Conditions for the Notes in Global Form and Condition
6.3(f) (Determination of Rate of Interest and calculation of Interest
Amounts) of the Terms and Conditions for the Dematerialised Notes,
provided that the Day Count Fraction shall be determined as if the Interest
Period started on, and included, the Write-Down Effective Date.
Calculation of Interest Amount in case of Write-Up
Subject to Condition 7.1 (Cancellation of Interest Amounts) of the Terms
and Conditions for the Notes in Global Form and Condition 7.1
(Cancellation of Interest Amounts) of the Terms and Conditions for the
Dematerialised Notes, in the event that a Write-Up occurs during an Interest
Period, the Interest Amount payable on the Interest Payment Date
immediately following such Interest Period shall be calculated as the sum
(rounding the resulting figure to the nearest cent, with half a cent being
rounded upwards) of the following:
(a)
the product of the applicable Rate of Interest, the Prevailing Principal
Amount before such Write-Up, and the Day Count Fraction
(determined as if the Interest Period ended on, but excluded, the date
of such Write-Up); and
(b)
the product of the applicable Rate of Interest, the Prevailing Principal
Amount after such Write-Up, and the Day Count Fraction
(determined as if the Interest Period started on, and included, the date
of such Write-Up).
10

Document Outline

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#12">
#12">
- #13">
- #13">
#13">
- #14">
- #15">
#23">Risk Factors
#23">FACTORS THAT MAY AFFECT THE ISSUERS ABILITY TO FULFIL ITS OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME
#23">1.
#23">1.1 Risks related to the financial situation of the Issuer and of the Group
- #23">1.1.1 Risks associated with the impact of current macroeconomic uncertainties and the effects of the COVID-19 pandemic outbreak and recent geopolitical tensions with Russia
- #25">1.1.2 Risks connected with the Strategic Plan 2022 … 2024
- #27">1.1.3 Credit risk and risk of credit quality deterioration
- #29">1.1.4 Risks associated with the Group's exposure to sovereign debt
- #29">1.1.5 Risks relating to deferred taxes
#30">1.2 Risks related to the business activities and industry of the Issuer and of the Group
- #30">1.2.1 Liquidity Risk
  - #30">i. an exceptionally high usage of the committed and uncommitted lines granted to corporate customers;
  - #30">ii. an unusual withdrawal of sight deposits by UniCredits retail and corporate customers;
  - #30">iii. the decline in the market value of the securities in which UniCredit invests its liquidity buffer;
  - #30">iv. the capacity to roll over the expiring wholesale funding and the potential cash or collateral outflows the Group may suffer in case of rating downgrades of both the banks or the sovereign debt in the geographies in which it operates.
- #32">1.2.2 Risk related to the property market trends
- #32">1.2.3 Risks connected with the UniCredit Group's activities in different geographical areas
- #33">1.2.4 Market risks
- #34">1.2.5 Interest rate fluctuation and exchange rate risk
- #34">1.2.6 Operational risk
- #36">1.2.7 Risks connected with legal proceedings
  - #36">1.2.7.1 Risks connected with legal proceedings in progress
  - #36">1.2.7.2 Risks arising from tax disputes
#37">1.3 Risks connected with the legal and regulatory framework
- #37">1.3.1 Basel III and Bank Capital Adequacy
- #38">Capital Adequacy requirements
- #40">1.3.2 Evolution of banking prudential regulation
- #40">1.3.3 Risks connected with ordinary and extraordinary contributions to funds established under the scope of the banking crisis rules
- #41">1.3.4 Risks connected with the entry into force of new accounting principles and changes to applicable accounting principles
#42">Factors which are Material for the Purpose of Assessing the Market Risks Associated with Notes Issued under the Programme
#42">1.
#42">1.1 Risks applicable to all Notes
- #42">1.1.1 Notes subject to optional redemption by the Issuer
- #43">1.1.2 If the Notes include a feature to convert the interest basis from a fixed rate to a floating rate, or vice versa, this may affect the secondary market and the market value of the Notes concerned
- #43">1.1.3 Notes which are issued at a substantial discount or premium may experience price volatility in response to changes in market interest rates
#43">1.2 Risks relating to Senior Notes and Non-Preferred Senior Notes
- #43">1.2.1 An investor in Non-Preferred Senior Notes assumes an enhanced risk of loss in the event of insolvency of UniCredit
- #43">1.2.2 Senior Notes and Non-Preferred Senior Notes have limited Events of Default and remedies
- #44">1.2.3 Early redemption and purchase of the Senior Notes and Non-Preferred Senior Notes may be restricted
- #44">1.2.4 Senior Notes and Non-Preferred Senior Notes could be subject to an MREL or TLAC Disqualification Event redemption
- #45">1.2.5 Senior Notes and Non-Preferred Senior Notes may be subject to modification without Noteholders' consent
- #45">1.2.6 Senior Notes and Non-Preferred Senior Notes may be subject to loss absorption on any application of the general bail-in-tool
#46">1.3 Risks relating to Subordinated Notes
- #46">1.3.1 An investor in Subordinated Notes assumes an enhanced risk of loss in the event of insolvency of UniCredit
- #46">1.3.2 Subordinated Notes may be subject to loss absorption on any application of the general bail-in-tool or at the point of non-viability of the Issuer or may be the subject to the burden sharing requirements of the EU State aid framework and the BRRD
- #47">1.3.3 Subordinated Notes have limited Events of Default and remedies
- #47">1.3.4 Early redemption and purchase of the Subordinated Notes may be restricted
  - #47">(a) the Issuer giving notice to the Competent Authority and the Competent Authority granting prior permission to redeem or purchase the relevant Subordinated Notes (in each case to the extent, and in the manner, required by the then applicable Relevan...
    - #47">(i) on or before such redemption or purchase (as applicable), the Issuer having replaced the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer; or
    - #47">(ii) the Issuer has demonstrated to the satisfaction of the Competent Authority that its Own Funds and eligible liabilities would, following such repayment or purchase, exceed the minimum requirements (including any capital buffer requirements) requir...
  - #48">(b) in respect of a call, redemption repayment or repurchase prior to the fifth anniversary of the Issue Date of the relevant Subordinated Notes, if and to the extent required under Article 78(4) of the CRD IV Regulation or the Commission Delegated Re...
    - #48">(i) in the case of redemption pursuant to Condition 10.3 (Redemption for tax reasons) of the Terms and Conditions for the Notes in Global Form and Condition 10.3 (Redemption for tax reasons) of the Terms and Conditions for the Dematerialised Notes, th...
    - #48">(ii) in case of redemption pursuant to Condition 10.4 (Redemption for regulatory reasons (Regulatory Call)) of the Terms and Conditions for the Notes in Global Form and Condition 10.4 (Redemption for regulatory reasons (Regulatory Call)) of the Terms ...
    - #48">(iii) on or before such redemption or repurchase (as applicable), the Issuer having replaced the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer and the Competent Authorit...
    - #48">(iv) the Notes being repurchased for market making purposes,
- #48">1.3.5 Regulatory classification of the Notes
- #49">1.3.6 Subordinated Notes may be subject to modification without Noteholders' consent
#49">1.4 Risks relating to Additional Tier 1 Notes
- #49">1.4.1 The Additional Tier 1 Notes are subordinated obligations of the Issuer
- #49">1.4.2 The Additional Tier 1 Notes may be subject to write-down, cancellation or conversion upon the occurrence of the exercise by the relevant resolution authority of the general bail-in tool or capital instruments write-down and conversion powers, wh...
- #51">1.4.3 There are no events of default, other than in the case of Liquidazione Coatta Amministrativa, under the Additional Tier 1 Notes
- #51">1.4.4 The Issuer may elect in its full discretion to cancel interest on the Additional Tier 1 Notes and may, in certain circumstances, be required to cancel such interest
- #53">1.4.5 The level of the Issuers Distributable Items is affected by a number of factors and insufficient Distributable Items will restrict the ability of the Issuer to make interest payments on the Additional Tier 1 Notes
- #53">1.4.6 If the Issuer breaches the combined buffer requirement or the Leverage Ratio buffer requirement, a Maximum Distributable Amount will apply which may restrict the Issuer from making interest payments on the Additional Tier 1 Notes in certain circ...
- #58">1.4.7 The Additional Tier 1 Notes may be traded with accrued interest, but under certain circumstances, such interest may be cancelled and not paid on the relevant Interest Payment Date; the Issuer may be required to reduce the principal amount of the...
- #60">1.4.8 The Issuer is not prohibited from issuing further debt which may rank pari passu with or senior to the Additional Tier 1 Note
- #61">1.4.9 No scheduled redemption … early redemption and purchase of the Additional Tier 1 Notes may be restricted
  - #62">(a) the Issuer giving notice to the Competent Authority and the Competent Authority granting prior permission to redeem or purchase the relevant Additional Tier 1 Notes (in each case to the extent, and in the manner, required by the then Relevant Regu...
    - #62">(i) on or before such redemption or purchase (as applicable), the Issuer having replaced the Notes with Own Funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer; or
    - #62">(ii) the Issuer has demonstrated to the satisfaction of the Competent Authority that its Own Funds and eligible liabilities would, following such repayment or purchase, exceed the minimum requirements (including any capital buffer requirements) requir...
  - #62">(b) in respect of a call, redemption repayment or repurchase prior to the fifth anniversary of the Issue Date of the relevant Additional Tier 1 Notes, if and to the extent required under Article 78(4) of the CRD IV Regulation or the Commission Delegat...
    - #62">(i) in the case of redemption pursuant to Condition 10.3 (Redemption for tax reasons) of the Terms and Conditions for the Notes in Global Form and Condition 10.3 (Redemption for tax reasons) of the Terms and Conditions for the Dematerialised Notes, th...
    - #62">(ii) in case of redemption pursuant to Condition 10.4 (Redemption for regulatory reasons (Regulatory Call)) of the Terms and Conditions for the Notes in Global Form and Condition 10.4 (Redemption for regulatory reasons (Regulatory Call)) of the Terms ...
    - #62">(iii) on or before such redemption or repurchase (as applicable), the Issuer having replaced the Notes with Own Funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer and the Competent Authorit...
    - #62">(iv) the Notes being repurchased for market marketing purposes.
- #63">1.4.10 Additional Tier 1 Notes may be subject to modification without Noteholders' consent
#63">1.5 Risks applicable to certain types of Exempt Notes
- #63">1.5.1 There are particular risks associated with an investment in certain types of Exempt Notes, such as Index Linked Notes and Dual Currency Notes. In particular, an investor might receive less interest than expected or no interest in respect of such...
  - #63">(a) the market price of such Notes may be volatile;
  - #63">(b) they may receive no interest;
  - #63">(c) payment of principal or interest may occur at a different time or in a different currency than expected;
  - #63">(d) they may lose all or a substantial portion of their principal;
  - #63">(e) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
  - #63">(f) the effect of any multiplier or leverage factor that is applied to the Relevant Factor is that the impact of any changes in the Relevant Factor on the amounts of principal or interest payable will be magnified; and
  - #63">(g) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.
- #64">1.5.2 Where Notes are issued on a partly paid basis, an investor who fails to pay any subsequent instalment of the issue price could lose all of its investment
- #64">1.5.3 Notes which are issued with variable interest rates or which are structured to include a multiplier or other leverage factor are likely to have more volatile market values than more standard securities
- #64">1.5.4 Inverse Floating Rate Notes will have more volatile market values than conventional Floating Rate Notes
#64">1.6 Risks related to the Dematerialised Notes
- #64">1.6.1 No physical document of title issued in respect of the Notes issued in dematerialised form
#64">1.7 Risks related to Notes generally
- #64">1.7.1 Waiver of set-off
- #65">1.7.2 The interest rate on Reset Notes will reset on each Reset Date, which can be expected to affect the interest payment on an investment in Reset Notes and could affect the market value of the Reset Notes
- #65">1.7.3 The regulation and reform of benchmarksŽ may adversely affect the value of Notes linked to or referencing such benchmarksŽ
- #67">1.7.4 Risks relating to Inflation Linked Interest Notes
- #68">1.7.5 Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes and may be adversely affected if definitive Notes are subsequently required to be issued.
- #68">1.7.6 Risks related to Singapore taxation
- #69">1.7.7 The value of the Notes could be adversely affected by a change in Italian laws or administrative practice
- #69">1.7.8 Risk relating to the governing law of the Notes in Global Form
- #69">1.7.9 Notes issued, if any, as "Green Bonds", "Social Bonds" or "Sustainability Bonds" may not be a suitable investment for all investors seeking exposure to green assets or social assets or sustainable assets
- #72">1.7.10 Risks relating to the application of a Participation Factor or a Leverage lower than 100 per cent.
#72">1.8 Risks relating to Renminbi Notes
- #72">1.8.1 The Renminbi is not completely freely convertible and there are significant restrictions on the remittance of the Renminbi into and outside the PRC which may affect the liquidity of the Notes
- #72">1.8.2 There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of the Renminbi Notes and the Issuer's ability to source Renminbi outside the PRC to service the Renminbi Notes
- #73">1.8.3 Investment in the Renminbi Notes is subject to exchange rate risks
- #73">1.8.4 An investment in Renminbi Notes is subject to interest rate risk
- #73">1.8.5 An investment in Renminbi Notes is subject to risk of change in the regulatory regime governing the issuance of Renminbi Notes
- #73">1.8.6 Payments in respect of the Renminbi Notes will only be made to investors in the manner specified in the terms and conditions of the relevant Notes
- #74">1.8.7 PRC Taxation
#74">1.9 Risks related to the market generally
- #74">1.9.1 Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with an investment in those Notes
- #74">1.9.2 An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell his Notes
- #75">1.9.3 Impact of fees and/or costs on the Issue/Offer Price
- #75">1.9.4 Certain risks relating to public offers of Notes
- #75">1.9.5 If an investor holds Notes which are not denominated in the investor's home currency, it will be exposed to movements in exchange rates adversely affecting the value of its holding. In addition, the imposition of exchange controls in relation to...
- #76">1.9.6 The value of Fixed Rate Notes may be adversely affected by movements in market interest rates
- #76">1.9.7 Risk related to inflation
#77">Important Information
#85">PRESENTATION OF FINANCIAL INFORMATION
#87">Responsibility Statement, Third Party Information and Experts Reports
#88">Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades)
#93">Stabilisation
#94">Documents Incorporated by Reference
#97">Form of the Notes
#97">NOTES IN GLOBAL FORM
#99">DEMATERIALISED NOTES
#100">Applicable Final Terms for Notes with a Denomination of less than 100,000
#124">Applicable Final Terms for Notes with a Denomination of at least 100,000
#148">Applicable Pricing Supplement
#170">Terms and Conditions for the Notes in Global Form
- #171">1. FORM, DENOMINATION AND TITLE
- #172">2. Status of the Senior Notes
- #172">3. Status of the Non-Preferred Senior Notes
- #173">4. STATUS OF THE SUBORDINATED NOTES
- #174">5. Status of Additional Tier 1 Notes
- #175">6. Interest
  - #176">6.1 Interest on Fixed Rate Notes
  - #178">6.2 Interest on Reset Notes
  - #180">6.3 Interest on Floating Rate Notes and Inflation Linked Interest Notes
- #194">This Condition 6.3(h) does not apply to Notes linked to SOFR.
  - #194">6.4 Reference Rate Replacement
  - #201">6.5 Inflation Linked Interest Note Provisions
  - #205">6.6 Exempt Notes
- #206">7. Interest and Interest Cancellation in respect Of Additional Tier 1 Notes
  - #208">Maximum Write-Up Amount has the meaning given to it in Condition 8.3;
  - #208">Own Funds has the meaning given to such term (or any equivalent or successor term) in the Relevant Regulations;
  - #208">Prevailing Principal Amount in respect of an Additional Tier 1 Note on any date, means the Initial Principal Amount of such Additional Tier 1 Note as reduced from time to time (on one or more occasions) pursuant to a Write-Down and/or reinstated from...
  - #208">Tier 1 Capital has the meaning given to such term (or any other equivalent or successor term) in the Relevant Regulations;
  - #209">Tier 2 Capital has the meaning given to such term (or any other equivalent or successor term) in the Relevant Regulations;
  - #209">Write-Down has the meaning given to such term in Condition 8.1;
  - #209">Write-Down Amount has the meaning given to such term in Condition 8.1;
  - #209">Write-Down Effective Date has the meaning given to such term in Condition 8.1;
  - #209">Write-Up has the meaning given to such term in Conditions 8.3;
  - #209">Write-Up Notice has the meaning given to such term in Conditions 8.3; and
  - #209">Written-Down Additional Tier 1 Instrument means an instrument (other than the Additional Tier 1 Notes) issued directly or indirectly by the Issuer or, as applicable, any member of the UniCredit Group, and qualifying as Additional Tier 1 Capital of th...
- #209">This Condition 8 applies only to Additional Tier 1 Notes. The application of Condition 6 to Additional Tier 1 Notes is subject to this Condition 8.
  - #210">Loss Absorption Event Notice means a notice which specifies that a Contingency Event has occurred, the Write-Down Amount (as a percentage of the Initial Principal Amount resulting in a pro rata decrease in the Prevailing Principal Amount of each Addit...
    - #211">(A) the requirement that a Write-Down of the Additional Tier 1 Notes shall be effected pro rata with the write-down (or write-off) or conversion into Ordinary Shares, as the case may be, of any such Loss Absorbing Instruments shall not be construed as...
    - #211">(B) for the purposes of calculating the Write-Down Amount, the Full Loss Absorbing Instruments will be treated (for the purposes only of determining the write-down (or write-off) of principal or conversion into Ordinary Shares, as the case may be, amo...
    - #212">The Maximum Write-Up Amount means:
  - #213">Common Equity Tier 1 Capital, at any time, has the meaning given to such term (or any other equivalent or successor term) in the Relevant Regulations taking into account any applicable transitional provisions under the Relevant Regulations;
  - #213">Common Equity Tier 1 Capital Ratio means, at any time, the ratio of the Common Equity Tier 1 Capital of the Issuer or the UniCredit Group, as the case may be, divided by the Risk Weighted Assets of the Issuer or the UniCredit Group (as applicable) at...
  - #213">Consolidated Net Income means the consolidated net income of the UniCredit Group, as calculated and set out in the most recent published audited annual consolidated accounts of the UniCredit Group, as approved by the Issuer;
  - #213">Equal Loss Absorbing Instrument means:
    - #213">(a) in respect of an Issuer Contingency Event, at any time, any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument ra...
    - #213">(b) in respect of a Group Contingency Event, at any time, any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument rank...
  - #213">Group Contingency Event has the meaning given to such term in Condition 8.1;
  - #214">Initial Principal Amount means, in respect of an Additional Tier 1 Note, or as the case may be, a Written-Down Additional Tier 1 Instrument, the principal amount of such Additional Tier 1 Note or Written-Down Additional Tier 1 Instrument, as at the I...
  - #214">Issuer Contingency Event has the meaning given to such term in Condition 8.1;
  - #214">Loss Absorbing Instrument means an Equal Loss Absorbing Instrument and/or a Prior Loss Absorbing Instrument, as applicable.
  - #214">Loss Absorption Event Notice has the meaning given to such term in Condition 8.1;
  - #214">Ordinary Shares means the ordinary shares of the Issuer;
  - #214">Prior Loss Absorbing Instrument means;
    - #214">(a) in respect of an Issuer Contingency Event, at any time, any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument ra...
    - #214">(b) in respect of a Group Contingency Event, at any time: (i) any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument ...
- #215">9. PAYMENTS
  - #215">9.1 Method of payment
  - #215">9.2 Payments Subject to Fiscal and Other Laws
  - #215">9.3 Presentation of definitive Notes, Receipts and Coupons
  - #216">9.4 Payments in respect of Global Notes
  - #216">9.5 Specific provisions in relation to payments in respect of certain types of Exempt Notes
  - #216">9.6 General provisions applicable to payments
  - #217">9.7 Payment Day
  - #217">9.8 RMB Currency Event
  - #219">9.9 Interpretation of principal and interest
- #219">10. Redemption and Purchase
  - #219">10.1 Redemption at maturity
  - #219">10.2 No fixed redemption for the Additional Tier 1 Notes
  - #220">10.3 Redemption for tax reasons
    - #220">(a) In the case of Additional Tier 1 Notes only, the part of the interest payable by the Issuer under the Notes that is tax-deductible by the Issuer for the Tax Jurisdiction purposes is reduced, or the Issuer has or will become obliged to pay additio...
      - #220">(i) which change or amendment:
      - #221">(ii) which obligation cannot be avoided by the Issuer taking reasonable measures available to it;
    - #221">(b) in the case of any Note other than Additional Tier 1 Notes (i) on the occasion of the next payment due under the Notes (in the case of Subordinated Notes, in respect of payments of interest only), the Issuer has or will become obliged to pay addi...
  - #221">10.4 Redemption for regulatory reasons (Regulatory Call)
  - #222">10.5 Redemption at the option of the Issuer (Issuer Call)
  - #224">10.6 Issuer Call Due to MREL or TLAC Disqualification Event
  - #226">10.7 Clean-Up redemption at the option of the Issuer
  - #226">10.8 Early Redemption Amounts
  - #227">10.9 Extendible Notes
  - #227">10.10 Specific redemption provisions applicable to certain types of Exempt Notes
  - #227">10.11 Purchases
  - #228">10.12 Cancellation
  - #228">10.13 Late payment on Zero Coupon Notes
  - #228">10.14 Index Linked Notes and other Structured Notes
  - #228">10.15 Italian Civil Code
  - #228">10.16 Conditions to Early Redemption and Purchase of Subordinated Notes and Additional Tier 1 Notes
  - #228">Any redemption or purchase of Subordinated Notes or Additional Tier 1 Notes in accordance with Conditions 10.2, 10.3, 10.4, 10.5, 10.7 or 10.11 or Condition 18 (including, for the avoidance of doubt, any modification or variation in accordance with Co...
  - #229">10.17 Conditions to Redemption and Purchase of Senior Notes and Non-Preferred Senior Notes
- #230">11. Taxation
- #231">12. PRESCRIPTION
- #231">13. Events of Default
  - #231">13.1 Events of Default relating to Senior Notes and Non-Preferred Senior Notes
  - #232">13.2 Events of Default relating to Subordinated Notes and Additional Tier 1 Notes
- #232">14. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS
- #232">15. Agents
- #233">16. EXCHANGE OF TALONS
- #233">17. Notices
- #233">18. Meetings of Noteholders, Modification, Waiver and Substitution
- #236">19. Further Issues
- #236">20. GOVERNING LAW AND SUBMISSION TO JURISDICTION
  - #236">20.1 Governing law
  - #236">20.2 Submission to jurisdiction
  - #237">20.3 Waiver of trial by jury
  - #237">20.4 Non-exclusivity
- #237">21. Contractual Recognition of Statutory Bail-In Powers
#238">Terms and Conditions for the Dematerialised Notes
- #239">1. FORM, DENOMINATION AND TITLE
- #239">2. Status of the Senior Notes
- #240">3. Status of the Non-Preferred Senior Notes
- #240">4. STATUS OF THE SUBORDINATED NOTES
- #241">5. Status of Additional Tier 1 Notes
- #243">6. Interest
  - #243">6.1 Interest on Fixed Rate Notes
  - #245">6.2 Interest on Reset Notes
  - #247">6.3 Interest on Floating Rate Notes and Inflation Linked Interest Notes
- #261">This Condition 6.3(h) does not apply to Notes linked to SOFR.
  - #261">6.4 Reference Rate Replacement
  - #268">6.5 Inflation Linked Interest Note Provisions
  - #272">6.6 Exempt Notes
- #273">7. Interest and Interest Cancellation in Respect of Additional Tier 1 Notes
  - #275">Maximum Write-Up Amount has the meaning given to it in Condition 8.3;
  - #275">Own Funds has the meaning given to such term (or any equivalent or successor term) in the Relevant Regulations;
  - #275">Prevailing Principal Amount in respect of an Additional Tier 1 Note on any date, means the Initial Principal Amount of such Additional Tier 1 Note as reduced from time to time (on one or more occasions) pursuant to a Write-Down and/or reinstated from...
  - #275">Tier 1 Capital has the meaning given to such term (or any other equivalent or successor term) in the Relevant Regulations;
  - #275">Tier 2 Capital has the meaning given to such term (or any other equivalent or successor term) in the Relevant Regulations;
  - #276">Write-Down has the meaning given to such term in Condition 8.1;
  - #276">Write-Down Amount has the meaning given to such term in Condition 8.1;
  - #276">Write-Down Effective Date has the meaning given to such term in Condition 8.1;
  - #276">Write-Up has the meaning given to such term in Conditions 8.3;
  - #276">Write-Up Notice has the meaning given to such term in Conditions 8.3; and
  - #276">Written-Down Additional Tier 1 Instrument means an instrument (other than the Additional Tier 1 Notes) issued directly or indirectly by the Issuer or, as applicable, any member of the UniCredit Group, and qualifying as Additional Tier 1 Capital of th...
- #276">This Condition 8 applies only to Additional Tier 1 Notes. The application of Condition 6 to Additional Tier 1 Notes is subject to this Condition 8.
  - #277">Loss Absorption Event Notice means a notice which specifies that a Contingency Event has occurred, the Write-Down Amount (as a percentage of the Initial Principal Amount resulting in a pro rata decrease in the Prevailing Principal Amount of each Addit...
    - #278">(A) the requirement that a Write-Down of the Additional Tier 1 Notes shall be effected pro rata with the write-down (or write-off) or conversion into Ordinary Shares, as the case may be, of any such Loss Absorbing Instruments shall not be construed as...
    - #278">(B) for the purposes of calculating the Write-Down Amount, the Full Loss Absorbing Instruments will be treated (for the purposes only of determining the write-down (or write-off) of principal or conversion into Ordinary Shares, as the case may be, amo...
    - #279">The Maximum Write-Up Amount means:
  - #280">Common Equity Tier 1 Capital, at any time, has the meaning given to such term (or any other equivalent or successor term) in the Relevant Regulations taking into account any applicable transitional provisions under the Relevant Regulations;
  - #280">Common Equity Tier 1 Capital Ratio means, at any time, the ratio of the Common Equity Tier 1 Capital of the Issuer or the UniCredit Group, as the case may be, divided by the Risk Weighted Assets of the Issuer or the UniCredit Group (as applicable) at...
  - #280">Consolidated Net Income means the consolidated net income of the UniCredit Group, as calculated and set out in the most recent published audited annual consolidated accounts of the UniCredit Group, as approved by the Issuer;
  - #280">Equal Loss Absorbing Instrument means:
    - #280">(a) in respect of an Issuer Contingency Event, at any time, any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument ra...
    - #280">(b) in respect of a Group Contingency Event, at any time, any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument rank...
  - #280">Group Contingency Event has the meaning given to such term in Condition 8.1;
  - #280">Initial Principal Amount means, in respect of an Additional Tier 1 Note, or as the case may be, a Written-Down Additional Tier 1 Instrument, the principal amount of such Additional Tier 1 Note or Written-Down Additional Tier 1 Instrument, as at the I...
  - #281">Issuer Contingency Event has the meaning given to such term in Condition 8.1;
  - #281">Loss Absorbing Instrument means an Equal Loss Absorbing Instrument and/or a Prior Loss Absorbing Instrument, as applicable.
  - #281">Loss Absorption Event Notice has the meaning given to such term in Condition 8.1;
  - #281">Ordinary Shares means the ordinary shares of the Issuer;
  - #281">Prior Loss Absorbing Instrument means;
    - #281">(a) in respect of an Issuer Contingency Event, at any time, any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument ra...
    - #281">(b) in respect of a Group Contingency Event, at any time: (i) any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument ...
- #282">9. PAYMENTS
  - #282">9.1 Payments to Noteholder
  - #282">9.2 Method of payment
  - #282">9.3 Payments Subject to Fiscal and Other Laws
  - #282">9.4 Payment Day
  - #283">9.5 RMB Currency Event
  - #284">9.6 Interpretation of principal and interest
- #285">10. Redemption and Purchase
  - #285">10.1 Redemption at maturity
  - #285">10.2 No fixed redemption for the Additional Tier 1 Notes
  - #285">10.3 Redemption for tax reasons
    - #286">(a) In the case of Additional Tier 1 Notes only, the part of the interest payable by the Issuer under the Notes that is tax-deductible by the Issuer for the Tax Jurisdiction purposes is reduced, or the Issuer has or will become obliged to pay additio...
      - #286">(i) which change or amendment:
      - #286">(ii) which obligation cannot be avoided by the Issuer taking reasonable measures available to it;
    - #286">(b) in the case of any Note other than Additional Tier 1 Notes (i) on the occasion of the next payment due under the Notes (in the case of Subordinated Notes, in respect of payments of interest only), the Issuer has or will become obliged to pay addi...
  - #286">10.4 Redemption for regulatory reasons (Regulatory Call)
  - #287">10.5 Redemption at the option of the Issuer (Issuer Call)
  - #289">10.6 Issuer Call Due to MREL or TLAC Disqualification Event
  - #291">10.7 Clean-Up redemption at the option of the Issuer
- #291">This Condition 10.7 applies to Notes which are subject to redemption prior to the Maturity Date at the option of the Issuer (other than for an Issuer Call as described in Condition 10.5, for taxation reasons as described in Condition 10.3, for regulat...
  - #291">10.8 Early Redemption Amounts
  - #292">10.9 Extendible Notes
  - #292">10.10 Specific redemption provisions applicable to certain types of Exempt Notes
  - #293">10.11 Purchases
  - #293">10.12 Cancellation
  - #293">10.13 Late payment on Zero Coupon Notes
  - #293">10.14 Index Linked Notes and other Structured Notes
  - #293">10.15 Italian Civil Code
  - #293">10.16 Conditions to Early Redemption and Purchase of Subordinated Notes and Additional Tier 1 Notes
  - #293">Any redemption or purchase of Subordinated Notes or Additional Tier 1 Notes in accordance with Conditions 10.2, 10.3, 10.4, 10.5, 10.7 or 10.11 or Condition 16 (including, for the avoidance of doubt, any modification or variation in accordance with Co...
  - #294">10.17 Conditions to Redemption and Purchase of Senior Notes and Non-Preferred Senior Notes
- #295">11. Taxation
- #296">12. PRESCRIPTION
- #297">13. Events of Default
  - #297">13.1 Events of Default relating to Senior Notes and Non-Preferred Senior Notes
  - #297">13.2 Events of Default relating to Subordinated Notes and Additional Tier 1 Notes
- #297">14. Agents
- #297">15. Notices
- #297">For so long as the Notes are held through Monte Titoli, all notices regarding the Notes will be deemed to be validly given if published through the systems of Monte Titoli, and (if and for so long as the Notes are admitted to trading on the Luxembourg...
- #298">16. Meetings of Noteholders, Modification, Waiver and Substitution
- #300">17. Further Issues
- #300">18. GOVERNING LAW AND SUBMISSION TO JURISDICTION
  - #300">18.1 Governing law
  - #301">18.2 Submission to jurisdiction
  - #301">18.3 Waiver of trial by jury
  - #301">18.4 Non-exclusivity
- #301">19. Contractual Recognition of Statutory Bail-In Powers
#303">TITLE I GENERAL PROVISIONS
- #303">Article 1
  - #303">General
- #303">Article 2
  - #303">Definitions
#304">TITLE II
#304">MEETINGS OF NOTEHOLDERS
- #304">Article 3
  - #304">General Provisions
- #305">Article 4
  - #305">Deposit of Voting Certificates and Validity of the Proxies and Voting Certificates
- #305">Article 5
  - #305">Convening the Meeting
- #305">Article 6
  - #305">Notices
- #305">Article 7
  - #305">Chairman of the Meeting
- #306">Article 8
  - #306">Quorum
- #306">Article 9
  - #306">Adjournment for want of quorum
- #307">Article 10
  - #307">Adjourned Meeting
- #307">Article 11
  - #307">Notice following adjournment
- #307">Article 12
  - #307">Participation
- #307">Article 13
  - #307">Voting by show of hands
- #308">Article 14
- #308">Voting by poll
- #308">Article 15
  - #308">Votes
- #308">Article 16
  - #308">Voting by Proxy or Voting Certificate
- #308">Article 17
  - #308">Powers of the Meeting
- #309">Article 18
  - #309">Power exercisable by Extraordinary Resolutions
- #309">Article 19
  - #309">Challenge of Resolution
- #309">Article 20
  - #309">Minutes
#310">Use of Proceeds
#311">Description of UniCredit and the UniCredit Group
- #343">Claims in relation to a syndicated loan
- #345">Labour-related litigation
- #345">Lawsuits filed against UniCredit S.p.A. by members of the former Cassa di Risparmio di Roma Fund
#350">Taxation
#350">TAXATION IN THE REPUBLIC OF ITALY
- #350">(a) they represent a securitised debt claim, implying a static "use of capital" (impiego di capitale), through which the subscriber of the Notes transfers to the Issuer a certain amount of capital for the purpose of obtaining a remuneration on the sam...
- #350">(b) they represent a securitised derivative financial instrument or bundle of derivative financial instruments not entailing a "use of capital" (impiego di capitale), through which the subscriber of the Notes invests indirectly in underlying financial...
#357">TAXATION IN LUXEMBOURG
#358">TAXATION IN THE FEDERAL REPUBLIC OF GERMANY
#360">TAXATION IN AUSTRIA
#364">THE EUROPEAN PROPOSED FINANCIAL TRANSACTIONS TAX (FTT)
#365">FOREIGN ACCOUNT TAX COMPLIANCE ACT
#365">Taxation in Singapore
#368">HONG KONG TAXATION
#370">Subscription and Sale and Selling Restrictions
#370">SELLING RESTRICTIONS
#378">General Information
#378">AUTHORISATION
#378">APPROVAL, LISTING AND ADMISSION TO TRADING
#378">SELLING CONCESSION OR OTHER CONCESSIONS
#378">DOCUMENTS AVAILABLE
#379">CLEARING SYSTEMS
#379">CONDITIONS FOR DETERMINING PRICE
#379">YIELD
#380">SIGNIFICANT OR MATERIAL ADVERSE CHANGE
#380">TREND INFORMATION
#380">PROFIT FORECASTS OR ESTIMATES
#380">LITIGATION
#380">External Auditors
#381">DEALERS' INTERESTS
#383">Annex 1 - Further Information Related to Index Linked Notes and Inflation Linked Interest Notes
#383">FURTHER INFORMATION RELATED TO INDEX LINKED NOTES AND INFLATION LINKED INTEREST NOTES