Obligation UniCredit 8% ( XS1046224884 ) en USD

UniCredit

99.31 % ▲

Italie

XS1046224884 ( en USD )

8% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation UniCredit XS1046224884 en USD 8%, échue

200 000 USD

1 250 000 000 USD

L'Obligation émise par UniCredit ( Italie ) , en USD, avec le code ISIN XS1046224884, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

UNICREDIT S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101)
Issue of US$1,250,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate
Resettable Notes
Issue price: 100.00%
The US$1,250,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes (the Notes) will be issued by
UniCredit S.p.A. (the Issuer or UniCredit). The Notes will constitute direct, unsecured and subordinated obligations of the Issuer, as described in
Condition 4 (Status of the Notes)in"Terms and Conditions of the Notes".
The Notes will bear interest on their Prevailing Principal Amount (as defined in Condition 2 (Interpretation)in"Terms and Conditions of the Notes"),
payable (subject to cancellation as described below) semi-annually in arrear on 3 June and 3 December in each year (each an Interest Payment
Date), from (and including) 3 April 2014 (the Issue Date) to (but excluding) 3 June 2024 (the First Call Date) at the rate of 8.00% per annum. The
first payment of interest (for the period from and including the Issue Date to but excluding 3 June 2014, and amounting to US$13.33 per US$1,000 in
principal amount of the Notes) is expected to be made on 3 June 2014. The rate of interest will reset on the First Call Date and on each five-year
anniversary thereafter (each a Reset Date). The Issuer may elect in its full discretion to cancel (in whole or in part) the Interest Amounts otherwise
scheduled to be paid on any Interest Payment Date. Further, payment of Interest Amounts on any Interest Payment Date must be cancelled (in whole
or, as the case may be, in part) in the circumstances described in Condition 5 (Interest and Interest Cancellation)in"Terms and Conditions of the
Notes".ThecancellationofanyInterestAmountsshallnotconstituteadefaultforanypurpose on the part of the Issuer. Interest on the Notes is not
cumulative and any Interest Amounts 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 forfeited, and no payments shall be made, nor shall any Noteholder be entitled to any
payment or indemnity in respect thereof. See Condition 5 (Interest and Interest Cancellation)in"Terms and Conditions of the Notes."Further,during
the period of any Write-Down pursuant to Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in"Terms and Conditions of the
Notes," as described below, interest will accrue on the Prevailing Principal Amount of the Notes which shal be lower than the Initial Principal
Amount unless the Notes have subsequently been Written-Up in full.
The principal amount of each Note may be Written Down on a pro rata basis with the other Notes and taking into account the at least pro rata
write-down or conversion into Ordinary Shares of any other Equal Loss Absorbing Instruments (and taking into account the write down or
conversion of any Prior Loss Absorbing Instruments), as described in Condition 6 (Loss Absorption and Reinstatement of Principal Amount)
in "Terms and Conditions of the Notes", if the Common Equity Tier 1 Capital Ratio of the Issuer or the UniCredit Group falls below 5.125%
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 (all as defined in Condition 2 (Interpretation) in "Terms and Conditions of the Notes"). Noteholders may lose some or all of their
investment in the Notes as a result of such a Write-Down. Following any such reduction, the Issuer may, in its full discretion and subject to
the Maximum Distributable Amount (if any) not being exceeded thereby, increase the Prevailing Principal Amount of the Notes up to a
maximum of the Initial Principal Amount, on a pro rata basis with the other Notes and with other Written-Down Additional Tier 1
Instruments, if the Issuer records positive Net Income or, to the extent permitted by the then prevailing Relevant Regulations, positive
Consolidated Net Income (all as defined in Condition 2 (Interpretation) in "Terms and Conditions of the Notes"), subject to certain further
conditions. See Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in "Terms and Conditions of the Notes."
Unlesspreviouslyredeemedorpurchasedandcancelledasprovidedin"Terms and Conditions of the Notes",theNoteswillmatureon 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 in its by-laws at 31 December 2100); or (c) any applicable legal provision or any
decision of any judicial or administrative authority. Noteholders do not have the right to call for the redemption of the Notes. 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 9 (Taxation). The Issuer may, at its sole discretion (but subject to the provisions of Condition 7.8 (Conditions to
redemption and purchase)in"Terms and Conditions of the Notes"),redeemtheNotesinwhole,butnotinpart,onanyOptionalRedemptionDate
(Call) at their Prevailing Principal Amount (all as defined in Condition 2 (Interpretation) in"Terms and Conditions of the Notes"),plusanyaccrued
interest and any additional amounts due pursuant to Condition 9 (Taxation) in"Terms & Condition of the Notes".TheIssuermayalso,atitssole
discretion (but subject to the provisions of Condition 7.8 (Conditions to redemption and purchase) in "Terms and Conditions of the Notes"),redeem
the Notes in whole, but not in part, at any time at their Prevailing Principal Amount upon the occurrence of a Capital Event, a Tax Deductibility Event
or an Additional Amount Event (all as defined in Condition 2 (Interpretation) inthe"Terms and Conditions of the Notes")plusanyaccruedinterest
and any additional amounts due pursuant to Condition 9 (Taxation) in"Terms and Conditions of the Notes."
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 (the Luxembourg Act) on prospectuses for securities to approve this document as a prospectus. The CSSF

assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of
the Issuer in accordance with Article 7(7) of the Luxembourg Act. Application has also been made to the Luxembourg Stock Exchange for the listing
of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange's regulated
market.TheLuxembourgStockExchange'sregulatedmarketisaregulatedmarketforthepurposesoftheMarketsinFinancialInstruments Directive
2004/39/EC. This Prospectus (together with any documents incorporated by reference herein) is available on the Luxembourg Stock Exchange
website (www.bourse.lu).
Payments of interest or other amounts relating to the Notes may be subject to a substitute tax (referred to as imposta sostitutiva) of 20% in certain
circumstances. In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest or other amounts relating to the
Notes each Noteholder not resident in the Republic of Italy is required to comply with the deposit requirements described in "Taxation Italian
Taxation" and to certify, prior to or concurrently with the delivery of the Notes, that such Noteholder is (i) resident in a country which recognises the
Italian tax authorities' right to an exchange of information pursuant to terms and conditions set forth in the relevant treaty (such countries are listed in
the Ministerial Decree of 4 September 1996, as amended, supplemented and replaced by a ministerial decree to be enacted according to provisions set
forth by Article 168 bis of the Italian Income Tax Code), and (ii) the beneficial owner of payments of interest, premium or other amounts relating to
theNotes,allasmorefullysetoutin"Taxation Italian Taxation" on page 85.
The Notes are expected to be rated "BB-" by Fitch Italia Società Italiana per il Rating S.p.A. (Fitch). Fitch is established in the European Union and
is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such it 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. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or
withdrawalatanytimebytheassigningratingagency.Pleasealsoreferto"Credit ratings may not reflect all risks"inthe"Risk Factors"sectionof
this Prospectus.
The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited
on or about the Issue Date with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme
(Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent
Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 13 May 2014 (the Exchange
Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only
in certain limited circumstances - see"Summary of Provisions relating to the Notes while Represented by the Global Notes".
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the
Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own
circumstances and financial condition. For a discussion of these risks see "Risk Factors" below.
Joint Bookrunners and Joint Lead Managers
Citigroup
HSBC
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank

The date of this Prospectus is 1 April 2014

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The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus is in accordance with the facts and contains no omissions likely to affect its
import.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
byreference(see"Documents Incorporated by Reference").ThisProspectusshallbereadandconstruedon
the basis that such documents are incorporated and form part of this Prospectus.
No representation, warranty or undertaking, express or implied, is made by any of the Managers named
under"Subscription and Sale"below or any of their respective affiliates and no responsibility or liability is
accepted by any of the Managers or by any of their respective affiliates as to the accuracy or completeness of
the information contained or incorporated in this Prospectus or of any other information provided by the
Issuer in connection with the Notes. No Managers or any of their respective affiliates accepts any liability in
relation to the information contained or incorporated by reference in this Prospectus or any other information
provided by the Issuer in connection with the Notes.
This Prospectus contains or incorporates by reference industry and customer-related data as well as
calculations taken from industry reports, market research reports, publicly available information and
commercial publications. It is hereby confirmed that (a) to the extent that information reproduced herein
derives from a third party, such information has been accurately reproduced and (b) insofar as the Issuer is
aware and is able to ascertain from information derived from a third party, no facts have been omitted which
would render the information reproduced inaccurate or misleading.
Commercial publications generally state that the information they contain originates from sources assumed
to be reliable, but that the accuracy and completeness of such information is not guaranteed, and that the
calculations contained therein are based on a series of assumptions. External data have not been
independently verified by the Issuer.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection with the
Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or the Managers.
Neither this Prospectus nor any other information supplied in connection with the Notes (a) is intended to
provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the
Issuer, or any of the Managers that any recipient of this Prospectus or of any other information supplied by
the Issuer or such other information as is in the public domain in connection with the Notes should purchase
any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial conditions and affairs, and its own appraisal of the creditworthiness, of the
Issuer. Neither this Prospectus nor any other information supplied in connection with the issue of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Managers to any person to
subscribe for or to purchase any Notes.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Managers to inform themselvesaboutandtoobserveanysuchrestrictions(see"Subscription and Sale").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities
Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered, sold or delivered within the United States or to U.S. persons (as defined in the U.S. Internal
Revenue Code of 1986, as amended, and regulations thereunder). The Notes may be offered and sold
outside the United States to non U.S. persons in reliance on Regulation S (Regulation S) under the

3

Securities Act. For a description of certain restrictions on offers, sales and deliveries of the Notes and
on the distribution of this Prospectus and other offering material relating to the Notes, see
"Subscription and Sale".
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of the
European Economic Area (each, a Relevant Member State) will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that
Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the
Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case,
in relation to such offer. Neither the Issuer nor any Manager has authorised, nor do they authorise, the
making of any offer of the Notes in circumstances in which an obligation arises for the Issuer or any
Manager to publish or supplement a prospectus for such offer. As used herein, the expression Prospectus
Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive) and includes any relevant implementing measure in the Relevant Member State and the expression
2010 PD Amending Directive means Directive 2010/73/EU.
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer, the Managers or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own financial circumstances and investment
objectives, and only after careful consideration with their financial, legal, tax and other advisers. In
particular, each potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor'scurrency;

understand thoroughly the terms of the Notes and be familiar with the behaviour of financial
markets; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a
way to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their

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overall portfolios. A potential investor should not invest in Notes which are complex financial instruments
unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of the Notes and the impact this investment will
haveonthepotentialinvestor'soverallinvestmentportfolio.
Each prospective investor should consult its own advisers as to legal, tax and related aspects in connection
withanyinvestmentintheNotes.Aninvestor'seffectiveyieldontheNotesmaybediminishedbycertain
charges such as taxes, duties, custodian fees on that investor on its investment in the Notes or the way in
which such investment is held.
This Prospectus, including the documents incorporated by reference herein, contains forward-looking
statements. Such items in this Prospectus include, but are not limited to, statements made under "Risk
Factors."Suchstatementscanbegenerallyidentifiedbytheuseoftermssuchas"anticipates,""believes,"
"could,""expects,""may,""plans,""should,""will"and"would,"orbycomparabletermsandthenegatives
of such terms. In addition, this Prospectus includes targets relating to future regulatory capital ratios in the
section"Regulatory Capital Ratios".By their nature, forward looking statements and projections involve risk
and uncertainty, and the factors described in the context of such forward looking statements and targets in
this Prospectus could cause actual results and developments to differ materially from those expressed in or
implied by such forward looking statements. The Issuer has based forward-looking statements on its
expectations and projections about future events as of the date such statements were made. These forward-
looking statements are subject to risks, uncertainties and assumptions about UniCredit S.p.A. and the
UniCredit Group, including, among other things,theriskssetoutunder"Risk Factors".
All references in this Prospectus to EUR, or euro are to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European
Union of those members of the European Union which are participating in the European economic and
monetary union. References to US$, U.S. dollars and dollars are to the lawful currency of the United States
of America; reference to cents are to United States cents.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, SOCIÉTÉ GÉNÉRALE (IN ITS
CAPACITY AS JOINT LEAD MANAGER) AS STABILISING MANAGER (THE STABILISING
MANAGER) (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY
OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR
PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END
NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILISING OR OVER-
ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS,
REGULATIONS AND RULES.

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TABLE OF CONTENTS

Page
Risk Factors ........................................................................................................................................................ 7
Overview .......................................................................................................................................................... 41
Documents Incorporated by Reference ............................................................................................................ 52
Terms and Conditions of the Notes .................................................................................................................. 55
Overview of Provisions Relating to the Notes While in Global Form ............................................................. 76
Use of Proceeds ................................................................................................................................................ 79
Description of the Issuer ................................................................................................................................... 80
Taxation ............................................................................................................................................................ 84
Subscription and Sale ....................................................................................................................................... 93
General Information ......................................................................................................................................... 97

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with the
Notes are also described below.
The Issuer believes that the factors described below represent the material risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons. The Issuer has identified in this Prospectus a number of factors which
could materially adversely affect its businesses and ability to make payments due under the Notes.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and
reach their own views prior to making any investment decision.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this section, unless otherwise stated. References to a numbered
"Condition" shall be to the relevant Condition in the Terms and Conditions of the Notes.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE NOTES
Risks concerning liquidity which could affect the UniCredit Group's ability to meet its financial
obligations as they fall due
UniCredit and its consolidated subsidiaries (the UniCredit Group) are subject to liquidity risk, which
can be split between funding liquidity risk and market liquidity risk. Funding liquidity risk is the risk
that the bank will be unable to meet its obligations, including funding commitments and deposit
withdrawals, as they fall due. In this context, the procurement of liquidity for business activities and the
ability to access long-term financing are necessary to enable the UniCredit Group to meet its payment
obligations in cash, scheduled or unscheduled, and avoid prejudice to its current activities and financial
situation.
The global financial crisis and resulting financial instability have significantly reduced the levels and
availability of liquidity provided by private placements which led to a significant intervention of
government guaranteed bonds that have been pledged with the European Central Bank to access open
market operations.
The perception of banking industry riskiness remained high even though reduced interbank lending
implies a lower funding liquidity risk. It should be noted that market speculative behaviour, in
particular towards peripheral countries, has been successfully dealt with by government intervention.
Should this government support vanish, the UniCredit Group would be forced to rely on higher recourse
to the wholesale market, which seems to be feasible in case of a normalisation of the macroeconomic
conditions. Also retail customers are expected to benefit from a more stable liquidity context. Indeed
retail customers are interwoven with the banking system, since they invest in network bonds as well as
place the deposits and other funding sources which grew significantly in the last period.
In this context, the UniCredit Group has announced, as part of its Strategic Plan (as defined below), its
intention to decrease the proportion of wholesale funding in favour of retail funding. However, reduced
customer confidence could result in the UniCredit Group's inability to access retail funding and to
increased deposit outflows, which in turn could further limit the UniCredit Group'sabilitytofundits
operations and meet its minimum liquidity requirements. This strategy is in line with the expected

7

requirements of the Basel Committee which favours banks to leverage on more stable funding sources
such as core-retail.
UniCredit also borrows from the European Central Bank (the ECB). Thus, any adverse change to the
ECB'slendingpolicy,includingchangestocollateralrequirements(particularlythosewithretroactive
effect), or any changes to the funding requirements set by the ECB, could significantly affect the
UniCredit Group'sresultsofoperations,businessandfinancialcondition.
In terms of market liquidity, the effects of the immediate liquidity of the assets held as cash reserves
should be considered. Sudden changes in market conditions (interest rates and creditworthiness in
particular) can impact significantly on the time to sell even for high quality assets such as government
bonds."Sizeeffects"playanimportant role for the UniCredit Group as it is likely that a liquidation of
significant amounts of assets, even if high quality ones, would affect the overall market conditions.
Additionally possible ratings downgrades and the resulting effects on the securities value as well as the
consequent difficulty in ensuring immediate liquidity in unfavourable economic conditions could also
affect the UniCredit Group's ability to meet its financial obligations as they fall due.
Finally, it must be noted that the UniCredit Group, in the management of short-term liquidity, adopted
metrics that preserve its stability over a period of three months, while maintaining adequate liquidity
reserves in terms of eligible and marketable securities. As defined in the Strategic Plan, the UniCredit
Group expects to achieve the objectives of compliance with the liquidity indicators that are going to be
defined by Basel III regulations (i.e. Liquidity Coverage Ratio and Net Stable Funding Ratio) by 2015.
The observation period related to the application of the rules was delayed by one year, from 2013 to
2014, subject to the entry into force of the first part of the legislation in 2015, with a gradual phase-in
which will be completed in 2019 (when the Liquidity Coverage Ratio requirement will be 100%).
The UniCredit Group's results of operations, business and financial condition have been and will
continue to be affected by adverse macroeconomic and market conditions
The UniCredit Group's performance is influenced by the financial markets conditions and the
macroeconomic situations of the countries in which it operates. In recent years, the global financial
system has been subject to considerable turmoil and uncertainty and, as at the date of this Prospectus,
the short and medium term outlook for the global economy remains uncertain.
The repricing of sovereign risk following the recent crisis has contributed to keep volatility and
uncertainty high, weighing negatively on the global financial system.
High uncertainty and risk aversion have led to significant distortions in global financial markets,
including critically low levels of liquidity and availability of financing (resulting in high funding costs),
historically high credit spreads, volatile capital markets and declining asset prices. In addition, the
international banking system has been imperilled with unprecedented issues, which have led to sharp
reductions in and, in some cases, the suspension of, interbank lending.
The businesses of many leading commercial banks, investment banks and insurance companies have
been subject to significant pressure. Some of these institutions have failed or have become insolvent,
have been integrated with other financial institutions, or have required capital injections from
governmental authorities and supranational organisations. Additional adverse effects of the global
financial crisis include the deterioration of loan portfolios, decreasing consumer confidence towards
financial institutions, high levels of unemployment and a general decline in the demand for financial
services.
Furthermore, the uncertain economic outlook in the countries in which the UniCredit Group operates
has had, and could continue to have, adverse effects on its operations, financing costs, share price and

8

the value of its assets and has led to, and could continue to lead to, additional costs relating to
devaluations and decreases in asset value.
All of the above could be further impacted by policy measures affecting the currencies of countries
where the UniCredit Group operates as well as by political instability in such countries and/or the
inability of the governments thereof to take prompt action to confront the financial crisis.
The European sovereign debt crisis has adversely affected, and may continue to adversely affect
the UniCredit Group's results of operations, business and financial condition
The sovereign debt crisis has raised concerns about the long-term sustainability of the European
Monetary Union. In the last years, Greece, Ireland and Portugal have requested financial aid from
European authorities and from the International Monetary Fund (the IMF) and are currently pursuing
an ambitious programme of reforms. Cyprus has also requested financial help. In March 2012, Greece
has restructured its debt after inserting retroactively the so-called "Collective Action Clauses". The
decision represented a credit event and has triggered credit default swaps (CDS). While the risk of a
sharp upward repricing in sovereign credit spreads has significantly diminished after the ECB launched
the "OutrightMonetaryTransactions"(OMT), it has not completely faded.
Persistent market tensions might affect negatively the funding costs and economic outlook of some euro
member countries. This, together with the risk that some countries (even if not very significant in terms
of gross domestic product (GDP)) might leave the euro area, would have a material and negative impact
on the UniCredit Group and/or on the UniCredit Group's clients, with negative implications for the
UniCredit Group'sbusiness, results and financial position.
Lingering market tensions might affect negatively the global economy and hamper the recovery of the
euro area. Moreover, the tightening fiscal policy by some countries might weigh on households
disposable income and on corporate profits with negative implications for the UniCredit Group's
business, results and financial position. This trend will likely continue in the coming quarters.
Any deterioration of the Italian economy would have a material adverse effect on the UniCredit
Group's business, in light of the UniCredit Group's significant exposure to the Italian economy. In
addition, if any of the countries in which the UniCredit Group operates witnessed a significant
deterioration in economic activity, the UniCredit Group'sresultsofoperations,businessandfinancial
condition would be materially and adversely affected.
TheECB'sunconventionalmonetary policy (including a security market programme, the provision of
liquidity via "Longer Term Refinancing Operations" (LTRO) with full allotment and the OMT) has
contributed to ease tensions, limiting the refinancing risk for the banking system and leading to a
tightening of credit spreads. The possibility that the ECB could halt or reconsider the current set up of
unconventional measures would impact negatively the value of sovereign debt instruments. This would
have a materially negative impact on the UniCredit Group'sbusiness,resultsandfinancialposition.
Despite the several initiatives of supranational organisations to deal with the heightened sovereign debt
crisis in the euro area, global markets remain characterised by high volatility. Any further acceleration
of the European sovereign debt crisis could likely significantly affect, among other things, the
recoverability and quality of the sovereign debt securities held by the UniCredit Group as well as the
financial resources of the UniCredit Group'sclientsholdingsimilarsecurities.Theoccurrenceofanyof
the above events could have a material adverse effect on the UniCredit Group's business, results and
financial condition.
More recently, geopolitical tensions related to the developments in Crimea have resurfaced. These
tensions have already created volatility in the CEE region and are expected to weigh negatively on

9

economic developments in the region. An escalation of these tensions would likely boost demand for
safe assets, creating volatility in the level of credit risk premia in Europe, especially in the periphery.
The UniCredit Group has exposure to European sovereign debt
With reference to the UniCredit Group's sovereign exposures1, the book value of sovereign debt
securities as at 30 September 2013 amounted to 102,121 million, of which about 90% was
concentratedineightcountriesofwhich:Italy,with45,814 million, represents about 45% of the total;
Germany23,291 million (23%);Poland8,099 million (8%);Austria 6,172 million (6%); Turkey2
2,733 million (3%);CzechRepublic2,651 million(3%);Hungary1,861 million (2%) and Romania
1,092(1%).Theremaining10%ofthetotalofsovereigndebtsecurities,amountingto10,408 million
with reference to the book values as at 30 September 2013, is divided into 64 countries, among which
Spain(403 million), Slovenia (194 million), the UnitedStates (97 million), Ireland(52 million)
and Portugal (30 million). The sovereign debt securities exposures towards Cyprus and Greece are
immaterial. These exposures were not subject to impairment as at 30 September 2013.
In addition to the exposures to sovereign debt securities, loans3 given to central and local governments
and governmental bodies must be taken into account. The total amount as at 30 September 2013 of
loans given to countries towards which theoverallexposureexceeds150millionamountedto25,757
million, representing more than 96% of the total: Germany 8,032 million (of which 873 million
represented by financial assets held-for-trading or at fair value through P&L); Italy 6,565; Austria
5,387 million(ofwhich222 million represented by financial assets held-for-trading or at fair value
throughP&L);Croatia2,609 million;Poland1,553 million, and others.
The book value of sovereigndebtsecuritiesasat30June2013amountedto106,052 million, of which
about 90% was concentrated in eight countries of which: Italy, with 49,272 million, represents over
46% ofthetotal;Germany23,258million(22%);Poland8,351million(8%);Austria6,184million
(6%); Turkey4 2,962 million (3%); Czech Republic 2,374 million (2%); Hungary 1,759 million
(2%) and Romania 1,116 (1%). The remaining 10% of the total of sovereign debt securities,
amountingto10,777millionwithreferencetothebookvaluesasat30June2013isdividedinto45
countries, among which Spain (379 million), Slovenia (191 million), the United States (142
million), Ireland (52 million), and Portugal (30 million). As at 30 June 2013, the sovereign debt
securities exposure to Greece is immaterial; with respect to these exposure, as at 30 June 2013, there
were no indications that impairment may have occurred.
In addition to the exposures to sovereign debt securities, loans5 given to central and local governments
and governmental bodies must be taken into account. The total amount as at 30 June 2013 of loans
given to countries towards which the overall exposure exceeds 150 million amounted to 27,155
million, representing more than 96% of the total: Germany 8,330 million (of which 976 million
represented by financial assets held-for-trading or at fair value through P&L); Italy 7,502 million;
Austria5,725million(ofwhich227millionrepresentedbyfinancialassetsheld-for-trading or at fair
valuethroughP&L);Croatia2,665million;Poland1,505million,and others.
Lastly, it should be noted that derivatives are traded within the ISDA master agreement and
accompanied by Credit Support Annexes, which provide for the use of cash collaterals or low-risk
eligible securities.
Financial regulators have requested that UniCredit Group companies reduce their credit
exposure to other UniCredit Group entities, particularly their upstream exposure to UniCredit,

1
Sovereign exposures are bonds issued by and loans given to central and local governments and governmental bodies. Asset backed
securities are not included.
2
Amounts recognised using proportionate consolidation with reference to the ownership percentage for exposures held by joint ventures.
3
Excluding tax items.
4
Amounts recognised using proportionate consolidation with reference to the ownership percentage for exposures held by joint ventures.
5
Excluding tax items.

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