Bond UniCred 0% ( IT0005275075 ) in EUR

UniCred

100 % ⇌

Italy

IT0005275075 ( in EUR )

30/10/2021 - Bond has expired

Prospectus brochure of the bond UniCredit IT0005275075 in EUR 0%, expired

1 000 EUR

1 000 000 000 EUR

UniCredit is a major Italian banking group offering a wide range of financial services including commercial banking, investment banking, and wealth management across Europe, Central and Eastern Europe, and the Middle East.

The Bond issued by UniCred ( Italy ) , in EUR, with the ISIN code IT0005275075, pays a coupon of 0% per year.
The coupons are paid 4 times per year and the Bond maturity is 30/10/2021

UniCredit S.p.A.
(incorporated with limited liability as a "Società per Azioni" under the laws of the Republic of Italy)
25,000,000,000
Obbligazioni Bancarie Garantite Programme
Guaranteed by UniCredit OBG S.r.l.
(incorporated with limited liability as a "Società a responsabilità limitata" under the laws of the Republic of Italy)
Under the 25,000,000,000 Obbligazioni Bancarie Garantite Programme (the "Programme") described in this prospectus (the "Prospectus"), UniCredit S.p.A. (in its capacity as issuer of the OBG, as
defined below, the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obbligazioni bancarie garantite (the "OBG") guaranteed by UniCredit
OBG S.r.l. (the "OBG Guarantor") pursuant to Article 7 bis of Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Law 130") and
regulated by the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the "MEF Decree") and the supervisory instructions of the Bank of Italy set
out in Part III, Chapter 3 of the "Disposizioni di Vigilanza per le Banche" (Circolare No. 285 of 17 December 2013), as amended and supplemented from time to time (the "BoI OBG Regulations").
The payment of all amounts due in respect of the OBG will be unconditionally and irrevocably guaranteed by the OBG Guarantor. Recourse against the OBG Guarantor is limited to the Available Funds
(both as defined below).
The maximum aggregate nominal amount of OBG from time to time outstanding under the Programme will not at any time exceed 25,000,000,000, subject to increase as provided for under the Dealer
Agreement.
The OBG issued under the Programme will have a minimum denomination of 100,000 and integral multiples of 1,000 in excess thereof or such other higher denomination as may be specified in the
relevant Final Terms.
The OBG may be issued on a continuing basis to the Dealer(s) appointed under the Programme in respect of the OBG from time to time by the Issuer (each a "Dealer" and together the "Dealers"), the
appointment of which may be for a specific issue or on an on-going basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of OBG being (or intended to be) subscribed by
more than one Dealer, be to all Dealers agreeing to subscribe such OBG.
This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (which includes the
amendments made by Directive 2010/73/EU, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area) (the "Prospectus Directive") and the
relevant implementing measures in the Grand Duchy of Luxembourg. This Prospectus will be available on the Luxembourg Stock Exchange website at www.bourse.lu.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purposes of the Prospectus Directive and
relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving
information with regard to the issue of OBG under the Programme during the period of twelve (12) months after the date hereof.
By approving this Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality and solvency of the Issuer in accordance with the provisions
of Article 7 (7) of the Luxembourg law on prospectuses for securities.
Application has also been made to the Luxembourg Stock Exchange for the OBG issued under the Programme to be admitted during the period of 12 months from the date of this Prospectus to the official
list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to OBG being "listed" (and
all related references) shall mean that such OBG have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, unlisted OBG may be issued
pursuant to the Programme. The relevant Final Terms (as defined below) in respect of the issue of any OBG will specify whether or not such OBG will be listed on the Official List and admitted to trading on
the Luxembourg Stock Exchange's regulated market (or any other stock exchange).
Each Series or Tranche (both as defined below) of OBG may be issued without the consent of the holders of any outstanding OBG, subject to certain conditions. OBG of different Series may have different
terms and conditions, including, without limitation, different maturity dates. Notice of the aggregate nominal amount of OBG, interest (if any) payable in respect of OBG, the issue price of OBG and any
other terms and conditions not contained herein which are applicable to each Tranche will be set out in final terms (the "Final Terms") which, with respect to OBG to be listed on the Luxembourg Stock
Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the OBG of such Series or Tranche.
The OBG will be issued in dematerialised form (emesse in forma dematerializzata), will be subject to the generally applicable terms and conditions of the OBG (contained in the section headed "Terms and
Conditions of the OBG") and the applicable Final Terms and will be held in such form on behalf of the beneficial owners, until redemption and cancellation thereof, by Monte Titoli S.p.A. with registered
office at Piazza degli Affari, 6, 20123 Milan, Italy ("Monte Titoli") for the account of the relevant Monte Titoli Account Holders. The expression "Monte Titoli Account Holders" means any authorised
financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli (and includes any Relevant Clearing System which holds account with Monte Titoli or any
depository banks appointed by the Relevant Clearing System). The expression "Relevant Clearing Systems" means any of Clearstream Banking, société anonyme with registered office at 42 Avenue JF
Kennedy, L-1855 Luxembourg, Luxembourg ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System with registered office at 1 Boulevard du Roi Albert II, B-
1210, Brussels, Belgium ("Euroclear"). The OBG of each Series or Tranche, issued in dematerialised form, will be deposited by the Issuer with Monte Titoli on the relevant Issue Date (as defined herein),
will be in bearer form, will be at all times be in book entry form and title to the relevant OBG of each Series or Tranche will be evidenced by book entry in accordance with the provisions of Article 83-bis of
Italian legislative decree No. 58 of 24 February 1998, as amended and supplemented (the "Financial Services Act"), and with regulation issued by the Bank of Italy and the Commissione Nazionale per le
Società e la Borsa ("CONSOB") on 22 February 2008, as subsequently amended. No physical document of title will be issued in respect of the OBG of each Series or Tranche.
Each Series or Tranche of OBG may be assigned, on issue, a rating by Moody's Investors Service ("Moody's" or the "Rating Agency", which expression shall include any successor thereof) or may be
unrated as specified in the relevant Final Terms. Where a Tranche or Series of OBG is to be rated, such rating will not necessarily be the same as the rating assigned to the OBG already issued. Whether or
not a rating in relation to any Tranche or Series of OBG will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009
on credit rating agencies as amended from time to time (the "CRA Regulation") will be disclosed in the relevant Final Terms. The credit ratings included or referred to in this Prospectus have been issued by
Moody's, which is established in the European Union and registered under the CRA Regulation as set out in the list of credit rating agencies registered in accordance with the CRA Regulation published on
the website of the European Securities and Markets Authority ("ESMA") pursuant to the CRA Regulation (for more information please visit the ESMA webpage http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the
European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended).
A credit rating is not a recommendation to buy, sell or hold OBG and may be subject to revision, suspension or withdrawal by any or all of the Rating Agencies and each rating shall be evaluated
independently of any other.
The OBG of each Series or Tranche will mature on the date mentioned in the applicable Final Terms (each a "Maturity Date"). Before the relevant Maturity Date, the OBG of each Series or Tranche will be
subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in the Conditions (as defined below)).
Subject to certain exceptions as provided for in Condition 10 (Taxation), payments in respect of the OBG to be made by the Issuer will be made without deduction for or on account of withholding taxes
imposed by any tax jurisdiction. In the event that any such withholding or deduction is made the Issuer will be required to pay additional amounts to cover the amounts so deducted. In such circumstances
and provided that such obligation cannot be avoided by the Issuer taking reasonable measures available to it, the OBG will be redeemable (in whole, but not in part) at the option of the Issuer. See Condition
8(c). The OBG Guarantor will not be liable to pay any additional amount due to taxation reasons in case an Issuer Event of Default (as defined below) has occurred. See "Taxation", below.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Important EEA Retail Investors. If the Final Terms in respect of any OBG include a legend entitled "Prohibition of Sales to EEA Retail Investors", the OBG are not intended, from 1 January 2018, to be
offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of
Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Directive. Consequently no key information document required by Regulation (EU) No. 1286/2014 (the "PRIIPs Regulation") for offering or selling the OBG or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the OBG or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
Sole Arranger
UniCredit Bank AG, London Branch
Dealer
UniCredit Bank AG
The date of this Prospectus is 16 June 2017.
A34021697/4.0/16 Jun 2017
- 1 -

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

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

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

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

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

TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................. 8
DOCUMENTS INCORPORATED BY REFERENCE .................................................................. 101
GENERAL DESCRIPTION OF THE PROGRAMME.................................................................. 109
STRUCTURE DIAGRAM ............................................................................................................. 162
DESCRIPTION OF THE ISSUER ................................................................................................. 163
DESCRIPTION OF THE PORTFOLIO THE CREDIT AND COLLECTION POLICIES ........ 236
DESCRIPTION OF THE OBG GUARANTOR ............................................................................ 258
DESCRIPTION OF THE ASSET MONITOR ............................................................................... 262
CREDIT STRUCTURE .................................................................................................................. 263
ACCOUNTS AND CASH FLOWS ............................................................................................... 275
USE OF PROCEEDS...................................................................................................................... 289
DESCRIPTION OF THE TRANSACTION DOCUMENTS ......................................................... 290
SELECTED ASPECTS OF ITALIAN LAW ................................................................................. 309
TERMS AND CONDITIONS OF THE OBG ................................................................................ 321
RULES OF THE ORGANISATION OF THE OBG HOLDERS ................................................... 357
FORM OF FINAL TERMS ............................................................................................................ 378
TAXATION IN THE REPUBLIC OF ITALY............................................................................... 390
LUXEMBOURG TAXATION........................................................................................................ 401
SUBSCRIPTION AND SALE........................................................................................................ 404
GENERAL INFORMATION.......................................................................................................... 408
INDEX OF DEFINED TERMS...................................................................................................... 412
7

RISK FACTORS
Each of the Issuer and the OBG Guarantor believes that the following factors may affect their
ability to fulfil their obligations under the OBG issued under the Programme. All of these
factors are contingencies which may or may not occur and neither the Issuer nor the OBG
Guarantor are in a position to express a view on the likelihood of any such contingency
occurring.
In addition, factors which the Issuer and the OBG Guarantor believe may be material for the
purpose of assessing the market risks associated with OBG issued under the Programme are
also described below.
Each of the Issuer and the OBG Guarantor believes that the factors described below represent
the principal risks inherent in investing in the OBG issued under the Programme, but the
inability of the Issuer or the OBG Guarantor to pay interest, principal or other amounts on or
in connection with any OBG may occur for other unkwnown reasons and neither the Issuer nor
the OBG Guarantor represents that the risks of holding any OBG are exhaustive. In addition,
prospective investors should also read the detailed information set out elsewhere in the
Prospectus (including any document incorporated by reference) and reach their own views
prior to making any investment decision.
1.
Factors that may affect the Issuer's ability to fulfil its obligations under or in
connection with the OBG issued under the Programme
Risks connected with the Strategic Plan
On 12 December 2016, the Board of Directors of UniCredit approved the 2016-2019 Strategic
Plan (the "2016-2019 Strategic Plan or the Strategic Plan") which envisages, inter alia, a
review of the business model.
The Strategic Plan contains objectives to be reached, respectively, by 2017 and 2019 (the
"Plan Objectives" or the "Projected Data") based on assumptions of both a general nature
and a discretionary nature linked to the impact of specific operational and organisational
actions that UniCredit intends to take during the period of time covered by the 2016-2019
Strategic Plan.
UniCredit's capacity to fulfil the actions and to fulfil the Plan Objectives depends on various
assumptions and circumstances, some of which are outside UniCredit's control, such as
hypotheses relating to the macroeconomic context and the evolution of the regulatory context,
hypothetical assumptions relating to the effects of specific actions or concerning future events
over which UniCredit has a limited degree of influence.
In addition to the above, the Plan Objectives are also based on several assumptions that include
actions already undertaken by management or actions that management should undertake over
the course of the plan, such as, inter alia, the capital strengthening measures (including, inter
alia, the "M&A Asset Sale Transactions") and the preparatory activities for improving the
quality of balance sheet assets (the latter in relation, specifically, to the reduction of the non-
core loans portfolio and the increase of the coverage ratio of impaired loans and unlikely-to-
8

pay loans in the Italian loan portfolio), the proactive reduction of the risk of balance sheet
assets and the improvement of the quality of new loans, the transformation of the operating
model, the maximisation of the value of the commercial bank and the adoption of a lean
governance model that is strongly directed at the coordination of activities. To this extent,
certain assumptions of the Strategic Plan refer to the implementation of measures as well as
the prosecution of such measures in accordance with the previous industrial plan announced on
November 2015 within the UniCredit Group and in relation to the activities of certain
subsidiaries.
Taking into consideration that at the date of this Prospectus there is no certainty that the above-
mentioned actions will be realised in full, in the absence of the anticipated benefits from the
actions designed to support profitability or if the above-mentioned Group operating model
transformation actions are not completed in full, it is possible the forecasts in the Projected
Data might not be achieved and, as a result, there could be negative impacts, including
significant ones, on the operating results, capital and financial position of UniCredit and/or the
Group.
The Strategic Plan is therefore based on numerous assumptions and hypotheses, some of which
refer to events that are out of UniCredit's control. Specifically, the Strategic Plan contains a
collection of hypotheses, estimates and forecasts that are based on the realisation of external
future events and actions that could be undertaken by management and by the Board of
Directors of UniCredit in 2016-2019 which include, among other things, hypothetical
assumptions of various natures subject to the risks and uncertainties of the current
macroeconomic scenario and the regulatory context, relating to future events and actions of
directors and management that may not necessarily take place, and events, actions and other
assumptions, including those surrounding the performance of the main capital and economic
parameters or other factors that affect development over which the directors and management
cannot influence or can only partly influence.
The assumptions at the base of the Plan Objectives could turn out to be inaccurate and/or such
circumstances could not be fulfilled, or could be fulfilled only in part or in a different way, or
could change during the course of the reference period of the Strategic Plan. Moreover, it is
worth noting that as a result of the precariousness associated with the realisation of any future
event both as far as the event taking place is concerned and as far as the measurement and
timing of its manifestation is concerned, the differences between the actual values and the
projected values could be significant, even if the events were to occur.
The failure or partial occurrence of the assumptions or of the positive expected resulting
effects could lead to potentially significant deviations from the forecasts in the Projected Data
or hinder their achievement with consequent negative effects even significant - on the assets
and the operations, balance sheet and/or income statement of the Issuer and/or the Group. In
particular, it cannot be guaranteed that UniCredit and/or the relevant Group companies will be
able to successfully implement the measures provided for in the 2016-2019 Strategic Plan (also
including the measures to be carried out in accordance with the previous industrial plan
announced in November 2015). Failure to do so, as well as the partial realisation of one or
more of such measures, could lead to divergences, even significant, with the provisions of the
9

Projected Data and hinder their fulfillment, with consequent negative effects on the Issuer
and/or the Group's operating results and capital and financial position.
Note, lastly, that the 2016-2019 Strategic Plan was developed on the basis of a UniCredit
Group perimeter that was different from the one at the date of this Prospectus, anticipating the
effects of several extraordinary transactions, several of which have already been completed at
the date of this Prospectus, while others are in the process of being executed (the "M&A Asset
Sale Transactions in the process of being Executed").
The M&A Asset Sale Transactions in the process of being Executed involve typical execution
risks of extraordinary operations and, specifically, the risk of their realisation in time and/or in
significantly different ways to those provided for by UniCredit at the date of this Prospectus, or
even the risk that the effects deriving from said M&A Asset Sale Transactions in the process of
being Executed differ significantly from those provided for by UniCredit.
If the M&A Asset Sale Transactions in the process of being Executed are not completed, in full
or in part, or if they are completed in a manner that is partly or totally different from that
projected by UniCredit, this could have negative impacts on the activities of the Group and/or
on its capacity to achieve the Plan Objectives, with consequent significant negative effects on
the operating results, capital and financial position of UniCredit and/or the Group.
Risks associated with the impact of the current macroeconomic uncertainties and the volatility
of the markets on the UniCredit Group's performance
The UniCredit Group's performance is affected by the financial markets and the
macroeconomic context of the countries in which it operates. Expectations regarding the
performance of the global economy remain uncertain both from a short-term and a medium-
term perspective. Added to these factors of uncertainty are those relating to the geopolitical
context.
This situation of uncertainty which has characterised the global economy since the 2008 crisis
has caused, among other things, significant problems for the ordinary activities of a number of
leading commercial banks, investment banks and insurance companies, some of which have
become insolvent or have had to be incorporated into other financial institutions or request
assistance from governmental authorities or central banks and the International Monetary Fund
(the "IMF"), which have intervened by injecting liquidity and capital into the system and by
participating in the recapitalisation of certain financial institutions. Added to this are other
negative factors, such as an increase in unemployment levels and a general fall in demand for
financial services.
At the date of this Prospectus the macroeconomic situation featured a high level of uncertainty
in relation to: (a) the recent developments associated with the referendum in the United
Kingdom and the subsequent triggering of Article 50 of the Lisbon Treaty and the
consequences resulting from the failed approval of the constitutional reform subject to the
referendum in Italy on 4 December 2016; (b) the trends of the real economy and specifically
the prospects of recovery and consolidation of the domestic economic growth dynamics and
the economies in those countries, like the United States and China; (c) future developments of
10

Document Outline

Prospectus OBG 2_rinnovo 2017_FINAL.docx