Obligation UniCred 3.25% ( XS1014627571 ) en EUR

Société émettrice UniCred
Prix sur le marché 100 %  ▼ 
Pays  Italie
Code ISIN  XS1014627571 ( en EUR )
Coupon 3.25% par an ( paiement annuel )
Echéance 14/01/2021 - Obligation échue



Prospectus brochure de l'obligation UniCredit XS1014627571 en EUR 3.25%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 1 250 000 000 EUR
Description détaillée 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.

**Analyse Rétrospective: L'Obligation UniCredit (ISIN : XS1014627571) Arrivée à Échéance** Cette analyse financière se concentre sur une obligation de type traditionnel, identifiée par le code ISIN XS1014627571, dont l'émetteur est UniCredit, une institution bancaire majeure et paneuropéenne de premier plan, dont le siège est situé en Italie et qui opère dans de nombreux pays, offrant une gamme étendue de services financiers aux entreprises, aux institutions et aux particuliers. Cette émission, libellée en EUR, se distinguait par un taux d'intérêt nominal de 3,25% avec une fréquence de paiement annuelle, pour une taille totale d'émission substantielle de 1 250 000 000 EUR. La taille minimale à l'achat pour cette obligation était fixée à 100 000 EUR. Son prix sur le marché, avant et à l'approche de son échéance, était de 100% de sa valeur nominale. La date de maturité de cette obligation était fixée au 14 janvier 2021. Conformément à ses termes et conditions, cette obligation a atteint son terme à la date stipulée et a été intégralement remboursée à ses détenteurs.








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 English law (the English Law Notes) and notes governed by Italian law (the Italian Law Notes and together
with the English Law Notes, the Notes). The Notes may be denominated in any currency agreed between the
Issuer and the relevant Dealer (as defined below).
Notes may be issued in bearer or, in the case of English Law Notes, registered form (respectively Bearer Notes
and Registered Notes). 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 English Law Notes are set out herein in "Terms and Conditions for the English
Law Notes" and the terms and conditions for the Italian Law Notes are set out herein in "Terms and Conditions
for the Italian Law Notes". References to the "Notes" shall be to the English Law Notes and/or the Italian Law
Notes, as appropriate and references to the "Terms and Conditions" or the "Conditions" shall be to the Terms and
Conditions for the English Law Notes and/or the Terms and Conditions for the Italian Law Notes, as appropriate
and as specified in the applicable Final Terms. For the avoidance of doubt, in "Terms and Conditions for the
English Law Notes", references to the "Notes" shall be to the English Law Notes, and in "Terms and Conditions
for the Italian Law Notes", references to the "Notes" shall be to the Italian Law 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 (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.
The CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated
by this Base Prospectus or the quality or 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).



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.
For these purposes, references(s) to the EEA include(s) the United Kingdom. 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 5 June 2021.
References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is required to be
published under the Prospectus Regulation. 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 English Law Notes" or under "Terms and Conditions for the Italian Law 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.bourse.lu). 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 English Law Notes ­ Taxation" and in "Terms and
Conditions for the Italian Law 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 (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 English
Law Notes ­ Taxation" and in "Terms and Conditions for the Italian Law 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.
Certain information under the heading "Book Entry Clearance Systems" has been extracted from information
provided by the clearing systems referred to therein. UniCredit confirms that such information has been accurately
reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant
clearing systems, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
The information relating to each of the Depository Trust Company (DTC), Euroclear Bank S.A./N.V. (Euroclear)
and Clearstream Banking S.A. (Clearstream, Luxembourg) has been accurately reproduced from information
published by each of DTC, Euroclear and Clearstream, Luxembourg respectively. So far as UniCredit is aware
and is able to ascertain from information published by the Clearing Systems, no facts have been omitted which
would render the reproduced information misleading.
2



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 U.S. State securities laws 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 under the Securities Act unless an exemption
from the registration requirements of the Securities Act is available and in accordance with all applicable securities
laws of any state of the United States and any other jurisdiction.
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 issued by a
credit rating agency established in the European Union or in the United Kingdom and registered under Regulation
(EC) No. 1060/2009 (as amended) (the 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). 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 LIBOR, EURIBOR, CAD-BA-CDOR, CMS or SOFR, as specified in the relevant Final
Terms. As at the date of this Base Prospectus, the ICE Benchmark Administration (as administrator of LIBOR
and CMS), 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 European Securities and Markets Authority (ESMA) under Article 36 of Regulation (EU) No.
2016/1011 (the Benchmarks Regulation). As at the date of this Base Prospectus, the the Federal Reserve Bank
of New York (as administrator of SOFR) is not included in the register of administrators maintained by ESMA
under Article 36 of the Benchmarks Regulation. As fas as the Issuer's is aware, SOFR does not fall within the
scope of the 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
below). 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 Benchmarks Regulation.
As far as the Issuer is aware, CPI and HICP do not fall within the scope of the 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) and/or under the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 published by
the United Kingdom's Financial Conduct Authority. Potential investors should read the whole of this document,
in particular the "Risks relating to Additional Tier 1 Notes" set out on pages 44 to 55 and "Restrictions on
marketing, sales and resales of Additional Tier 1 Notes to Retail Investors" set out on page 65.
Arranger and Dealer

UNICREDIT BANK
The date of this Base Prospectus is 5 June 2020.
3



Contents
Page
Overview of the Programme ................................................................................................................................ 5
Risk Factors ......................................................................................................................................................... 21
Important Information .......................................................................................................................................... 64
Responsibility Statement, Third Party Information and Experts' Reports.......................................................... 72
Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades) .................. 73
Stabilisation ......................................................................................................................................................... 78
Documents Incorporated by Reference.............................................................................................................. 79
Form of the Notes................................................................................................................................................ 83
Applicable Final Terms for Notes with a Denomination of less than 100,000 ................................................... 87
Applicable Final Terms for Notes with a Denomination of at least 100,000 .................................................... 109
Applicable Pricing Supplement ........................................................................................................................ 130
Terms and Conditions for the English Law Notes .......................................................................................... 148
Terms and Conditions for the Italian Law Notes ............................................................................................ 206
Use of Proceeds ................................................................................................................................................. 268
Description of UniCredit and the UniCredit Group ........................................................................................ 269
Book Entry Clearance Systems ........................................................................................................................ 305
Taxation ............................................................................................................................................................. 309
Subscription and Sale and Transfer and Selling Restrictions ............................................................................. 327
General Information ........................................................................................................................................... 336
Annex 1 - Further Information Related to Index Linked Notes and Inflation Linked Interest Notes ................. 340
4


Overview of the Programme
Overview 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
English Law Notes" or, as the case may be, "Terms and Conditions for the Italian Law 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
Seventeenth 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 Transfer 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:
Citibank, N.A., London Branch or such other agent(s) specified in the
applicable Final Terms or Pricing Supplement.
Trustee (for the English Law
Citicorp Trustee Company Limited.
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).
5


Overview of the Programme
Rule 144A Option:
Registered Notes may be freely traded among "qualified institutional
buyers" within the meaning of Rule 144A under the Securities Act (QIBs)
in accordance with Rule 144A.
Institutional Accredited
Registered Notes may be privately placed with Institutional Accredited
Investor Option:
Investors pursuant to Regulation D and may be traded in accordance with
Section 4 of the Securities Act.
Registrar:
Citigroup Global Markets Europe AG.
Transfer Agents:
Citibank, N.A., London Branch and Citibank Europe plc
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 8.7 (Extendible Notes) of the Terms and
Conditions for the English Law Notes and Condition 10.8 (Extendible
Notes) of the Terms and Conditions for the Italian Law 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
Italian Law Notes.
Unless otherwise permitted by current laws, regulations, directives and/or
the Competent Authority's requirements applicable to the issue of
Subordinated Notes and, in the case of Italian law Notes, 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 may be issued in bearer or, in the case of English Law Notes,
registered form as described in "Form of the Notes". Notes may not be
issued or sold in the United States in bearer form, 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).
6


Overview of the Programme
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 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).
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 English Law
Notes and Condition 6 (Interest) of the Terms and Conditions for the Italian
Law 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).
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.
7


Overview of the Programme
Other provisions in relation to
Cancellation of Interest Amounts
Italian Law Notes which are
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 Italian
Law Notes.
See Condition 7.1 (Cancellation of Interest Amounts) of the Terms and
Conditions for the Italian Law 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
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
8


Overview of the Programme
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 Italian Law 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 Italian Law 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 Italian Law 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 Italian Law 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).
Non-cumulative interest
Interest on the Additional Tier 1 Notes is not cumulative. Interest that the
Issuer elects not to pay or is prohibited from paying will not accumulate or
compound and all rights and claims in respect of such amounts shall be
fully and irrevocably cancelled and forfeited, and no payments shall be
made nor shall any Noteholders be entitled to any payment or indemnity in
respect thereof.
No restriction following cancellation of Interest Amounts
In the event that the Issuer exercises its discretion not to pay interest or is
prohibited from paying interest on any Interest Payment Date, it will not
give rise to any contractual restriction on the Issuer making distributions or
9


Overview of the Programme
any other payments to the holders of any securities ranking pari passu with,
or junior to, the Additional Tier 1 Notes (or, for the avoidance of doubt,
Tier 2 instruments).
Loss Absorption and Reinstatement of Principal Amount
If, at any time, the Common Equity Tier 1 Capital Ratio of the Issuer falls
below 5.125% (an Issuer Contingency Event) or the Common Equity Tier
1 Capital Ratio of the UniCredit Group falls below 5.125% (a Group
Contingency Event) or, in each case, the then minimum trigger event ratio
for loss absorption applicable to Additional Tier 1 Capital instruments
specified in the Relevant Regulations (excluding any guidelines or policies
of non-mandatory application) applicable to the Issuer and/or the UniCredit
Group (each, a Contingency Event), the Issuer shall:
(a)
immediately notify the Competent Authority of the occurrence of the
relevant Contingency Event;
(b)
as soon as reasonably practicable deliver a Loss Absorption Event
Notice to Noteholders (in accordance with Condition 17 (Notices) of
the Terms and Conditions for the Italian Law Notes), the Principal
Paying Agent and the Paying Agents (provided that failure or delay
in delivering a Loss Absorption Event Notice shall not constitute a
default for any purpose or in any way impact on the effectiveness of,
or otherwise invalidate, any Write-Down);
(c)
cancel any accrued and unpaid interest up to (but excluding) the
Write-Down Effective Date; and
(d)
without delay, and in any event within one month (or such shorter
period as the Competent Authority may require) from the
determination that the relevant Contingency Event has occurred,
reduce the then Prevailing Principal Amount of each Note by the
Write-Down Amount (such reduction being referred to as a Write-
Down and Written Down being construed accordingly).
Whether a Contingency Event has occurred at any time shall be determined
by the Issuer and the Competent Authority.
For the avoidance of doubt, even if the cancellation of interest pursuant to
Condition 8.1(c) of the Terms and Conditions for the Italian Law Notes
would cure the relevant Contingency Event, the relevant Write-Down shall
occur in any event and any increase in the CET1 Ratio as a result of such
cancellation shall be disregarded for the purpose of calculating the relevant
Write-Down Amount in respect of such Contingency Event.
Any Write-Down of an Additional Tier 1 Note will be effected, save as may
otherwise be required by the Competent Authority and subject as otherwise
provided in these Conditions, pro rata with the Write-Down of the other
Additional Tier 1 Notes and with the concurrent (or substantially
concurrent) write-down (or write-off) or conversion into Ordinary Shares,
as the case may be, of any Equal Loss Absorbing Instruments (based on the
prevailing amount of the relevant Equal Loss Absorbing Instrument). To
the extent possible, the write-down (or write-off) or conversion into
Ordinary Shares of any Prior Loss Absorbing Instruments will be taken into
account in the calculation of the Write Down Amount, and of the amount
of write-down (or write-off) or conversion into Ordinary Shares of any
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