Bond UniCred 3.95% ( XS0241369577 ) in EUR

Issuer UniCred
Market price 100 %  ▼ 
Country  Italy
ISIN code  XS0241369577 ( in EUR )
Interest rate 3.95% per year ( payment 1 time a year)
Maturity 01/02/2016 - Bond has expired



Prospectus brochure of the bond UniCredit XS0241369577 in EUR 3.95%, expired


Minimal amount 50 000 EUR
Total amount 900 000 000 EUR
Detailed description 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 XS0241369577, pays a coupon of 3.95% per year.
The coupons are paid 1 time per year and the Bond maturity is 01/02/2016







OFFERING CIRCULAR
The date of this Offering Circular is 20th December, 2004
UniCredito Italiano S.p.A.
(incorporated as a Societa' per Azioni in the Republic of Italy)
and
UniCredito Italiano Bank (Ireland) p.l.c.
(incorporated with limited liability in Ireland under registered number 240551)
and
UniCredit International Bank (Luxembourg) S.A.
(incorporated as a public limited liability company (socie¤te¤ anonyme) under the laws of the Grand Duchy of Luxembourg, having its registered office
at 16, rue des Bains, L-1212 Luxembourg and registered with the Luxembourg trade and companies register under number B.103.341)
unconditionally and irrevocably guaranteed by
UniCredito Italiano S.p.A.
in the case of Notes issued by UniCredito Italiano Bank (Ireland) p.l.c. and UniCredit International Bank (Luxembourg) S.A.
e50,000,000,000
Euro Medium Term Note Programme
Arranger
UBS Investment Bank
Co-Arranger
UBM ^ UniCredit Banca Mobiliare
Dealers
ABN AMRO
BNP PARIBAS
CALYON Corporate and Investment Bank
Credit Suisse First Boston
Deutsche Bank
Dresdner Kleinwort Wasserstein
Goldman Sachs International
JPMorgan
Lehman Brothers
Merrill Lynch International
Morgan Stanley
SG Corporate & Investment Banking
UBM ^ UniCredit Banca Mobiliare
UBS Investment Bank


On 30th November, 2000, UniCredito Italiano S.p.A. (``UniCredito'' or the ``Parent'') and UniCredito
Italiano Bank (Ireland) p.l.c. (``UCI Ireland'') established a Euro Medium Term Note Programme (the
``Programme'') and issued offering circulars on that date, on 21st December, 2001, on 20th December,
2002 and on 19th December, 2003 describing the Programme. This Offering Circular supersedes any
offering circular with respect to the Programme issued prior to the date hereof. Any Notes (as de¢ned
below) issued under the Programme on or after the date of this Offering Circular are issued subject to the
provisions described herein, but this Offering Circular does not affect the terms of any Notes issued prior to
the date hereof.
Under this l50,000,000,000 Programme, UniCredito, UCI Ireland and UniCredit International Bank
(Luxembourg) S.A. (``UCI Luxembourg'') (each an ``Issuer'' and together the ``Issuers'') may from time to
time issue notes (the ``Notes'') denominated in any currency agreed between the relevant Issuer and the
relevant Dealer (as de¢ned below). The payment of all amounts due in respect of Notes issued by UCI
Ireland and UCI Luxembourg (the ``Guaranteed Notes'') will be unconditionally and irrevocably
guaranteed by UniCredito (in such capacity, the ``Guarantor'').
Notes may be issued in bearer or 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 l50,000,000,000 (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 one or more of the Dealers speci¢ed under ``Summary of
the Programme'' and any additional Dealer appointed under the Programme from time to time (each a
``Dealer'' and together the ``Dealers''), which appointment may be for a speci¢c issue or on an ongoing
basis. References in this Offering Circular 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 purchase such
Notes.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme
during the period of 12 months from the date of this Offering Circular to be listed on the Luxembourg
Stock Exchange. Application has also been made to The Irish Stock Exchange Limited (the ``Irish Stock
Exchange'') for Notes issued by UCI Ireland under the Programme during the period of 12 months from
the date of this Offering Circular to be admitted to the Of¢cial List of the Irish Stock Exchange. Notice of
the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes
and any other terms and conditions not contained herein which are applicable to each Tranche (as de¢ned
under ``Terms and Conditions of the Notes'') of Notes will be set out in a pricing supplement (the ``Pricing
Supplement'') which, with respect to Notes to be listed on the Luxembourg Stock Exchange and/or admitted
to the Of¢cial List of the Irish Stock Exchange will be delivered to the Luxembourg Stock Exchange and/or
the Irish Stock Exchange (as the case may be) on or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be listed on such other or alternative or further stock exchange(s) as
may be agreed between the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the relevant
Dealer. Unlisted Notes may also be issued.
Except as provided herein, this Offering Circular comprises listing particulars (``Listing Particulars'')
approved by the Irish Stock Exchange in relation only to Notes to be issued by UCI Ireland during the
period of 12 months from the date hereof. A copy of this Offering Circular has been delivered for
registration to the Registrar of Companies in Ireland as required by Regulation 13(1) of the European
Communities (Stock Exchange) Regulations, 1984 (as amended) of Ireland (the ``Irish Regulations'').
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
``Securities Act''), and may not be offered or sold in the United States or to, or for the bene¢t of, U.S. persons
unless the Notes are registered under the Securities Act or an exemption from the registration requirements of
the Securities Act is available. See ``Form of the Notes'' for a description of the manner in which Notes will be
issued. Registered Notes are subject to certain restrictions on transfer, see ``Subscription and Sale and
Transfer and Selling Restrictions''.
As more fully set out in ``Terms and Conditions of the Notes ^ Taxation'', in the case of payments by
UniCredito as Issuer or (in the case of Guaranteed Notes) as Guarantor, additional amounts will not be
payable to holders of the Notes or the interest coupons appertaining to the Notes (the ``Coupons'') with
respect to any withholding or deduction pursuant to Italian Legislative Decree No. 239 of 1st April, 1996
2


(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 relevant Issuer and (in the case of Guaranteed Notes) the Guarantor 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 of the Notes ^
Taxation''.
Except with respect to the information set out in this Offering Circular under the heading ``Book-entry
Clearance Systems'', each of UniCredito and (insofar as the contents of this Offering Circular relate to it)
each of UCI Ireland and UCI Luxembourg, having made all reasonable enquiries, con¢rms that this
Offering Circular 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 Offering Circular is true and
accurate in all material respects and is not misleading, that the opinions and intentions expressed in this
Offering Circular are honestly held and that there are no other facts the omission of which would make this
Offering Circular or any of such information or the expression of any such opinions or intentions misleading.
UniCredito, UCI Ireland and UCI Luxembourg accept responsibility accordingly.
Except with respect to the information included in these Listing Particulars under the heading ``Book-entry
Clearance Systems'', UniCredito accepts responsibility for the information contained in these Listing
Particulars. To the best of the knowledge and belief of UniCredito, the information contained in this
Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of
such information.
Except with respect to the information included in these Listing Particulars under the heading ``Book-entry
Clearance Systems'', UCI Ireland accepts responsibility for the information contained in these Listing
Particulars with respect to UCI Ireland and the Notes to be issued by it under the Programme and listed on
the Irish Stock Exchange. To the best of the knowledge and belief of UCI Ireland (which has taken all
reasonable care to ensure that such is the case), the information contained in this Offering Circular is in
accordance with the facts and does not omit anything likely to affect the import of such information.
The information relating to each of the Depository Trust Company (``DTC''), Euroclear Bank S.A./N.V. as
operator of the Euroclear system (``Euroclear'') and Clearstream Banking, socie¤te¤ anonyme (``Clearstream,
Luxembourg'') has been accurately reproduced from information published by each of DTC, Euroclear or
Clearstream, Luxembourg respectively. So far as each of UniCredito, UCI Ireland and UCI Luxembourg 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.
This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see ``Documents Incorporated by Reference'' below). This Offering Circular shall be read
and construed on the basis that such documents are incorporated and form part of this Offering Circular.
Neither the Trustee nor any of the Dealers have independently veri¢ed the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility
or liability is accepted by the Trustee or the Dealers as to the accuracy or completeness of the information
contained or incorporated in this Offering Circular or any other information provided by the Issuers or the
Guarantor in connection with the Programme. Neither the Trustee nor any of the Dealers accepts any liability
in relation to the information contained or incorporated by reference in this Offering Circular or any other
information provided by the Issuers or the Guarantor in connection with the Programme.
No person is or has been authorised by any Issuer or the Guarantor to give any information or to make any
representation not contained in or not consistent with this Offering Circular or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by any Issuer, the Guarantor, the Trustee
or any of the Dealers.
Neither this Offering Circular nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by any Issuer, the Guarantor, the Trustee or any of the Dealers that any recipient of this
Offering Circular or any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the ¢nancial condition and affairs, and its own appraisal of the creditworthiness, of the
relevant Issuer and/or the Guarantor. Neither this Offering Circular nor any other information supplied in
connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf
3


of any Issuer, the Guarantor, the Trustee or any of the Dealers to any person to subscribe for or to purchase
any Notes.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuers and/or the 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 Trustee and the Dealers expressly do not undertake to monitor or review the ¢nancial condition
or affairs of the Issuers or the Guarantor during the life of the Programme or to advise any investor in the
Notes of any information coming to their attention. Investors should review, inter alia, the most recently
published documents incorporated by reference into this Offering Circular when deciding whether or not to
purchase any Notes.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the
U.S. Internal Revenue Code and the regulations promulgated thereunder.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuers, the Guarantor, the Trustee and the Dealers do not represent that this Offering
Circular may be lawfully distributed, or that any Notes 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, no
action has been taken by any Issuer, the Guarantor, the Trustee or the Dealers which would permit a public
offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is
required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering
Circular 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 Offering Circular or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular
and the offer or sale of Notes in the United States, the United Kingdom, the Republic of Italy, Ireland,
Luxembourg, Japan, France and The Netherlands, see ``Subscription and Sale and Transfer and Selling
Restrictions''.
In making an investment decision, investors must rely on their own examination of the relevant Issuer and the
Guarantor and the terms of the Notes being offered, including the merits and risks involved.
None of the Trustee, the Dealers, the Issuers or the Guarantor makes any representation to any investor in
the Notes regarding the legality of its investment under any applicable laws. Any investor in the Notes should
be able to bear the economic risk of an investment in the Notes for an inde¢nite period of time.
U.S. INFORMATION
The Notes have not been approved or disapproved by the United States Securities and Exchange Commission
or any other securities commission or other regulatory authority in the United States, nor have the foregoing
authorities approved this Offering Circular or con¢rmed the accuracy or determined the adequacy of the
information contained in this Offering Circular. Any representation to the contrary is unlawful.
This Offering Circular may be distributed on a con¢dential basis in the United States to a limited number of
``quali¢ed institutional buyers'' within the meaning of Rule 144A under the Securities Act (``QIBs'') or
Institutional Accredited Investors (as de¢ned under ``Form of the Notes'') for informational use solely in
connection with the consideration of the purchase of the Notes being offered hereby. Its use for any other
purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor
may it be distributed or any of its contents disclosed to anyone other than the prospective investors to whom
it is originally submitted.
Registered Notes may be offered or sold within the United States only to QIBs or to Institutional Accredited
Investors, in either case in transactions exempt from registration under the Securities Act. Each U.S. purchaser
of Registered Notes is hereby noti¢ed that the offer and sale of any Registered Notes to it may be being made
4


in reliance upon the exemption from the registration requirements of the Securities Act provided by
Rule 144A under the Securities Act (``Rule 144A'').
Purchasers of De¢nitive IAI Registered Notes will be required to execute and deliver an IAI Investment Letter
(as de¢ned under ``Terms and Conditions of the Notes''). Each purchaser or holder of De¢nitive IAI
Registered Notes, Notes represented by a Rule 144A Global Note or any Notes issued in registered form in
exchange or substitution therefor (together ``Legended Notes'') will be deemed, by its acceptance or purchase
of any such Legended Notes, to have made certain representations and agreements intended to restrict the
resale or other transfer of such Notes as set out in ``Subscription and Sale and Transfer and Selling
Restrictions''. Unless otherwise stated, terms used in this paragraph have the meanings given to them in
``Form of the Notes''.
Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY
OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Available Information
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
``restricted securities'' within the meaning of the Securities Act, the Issuers and the Guarantor have
undertaken in a deed poll dated 20th December, 2004 (the ``Deed Poll'') to furnish, upon the request of a
holder of such Notes or any bene¢cial interest therein, to such holder or to a prospective purchaser
designated by him, the information required to be delivered under Rule 144A(d)(4) under the Securities Act
if, at the time of the request, the relevant Issuer is neither a reporting company under Section 13 or 15(d) of
the U.S. Securities Exchange Act of 1934, as amended (the ``Exchange Act''), nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder.
Service of Process and Enforcement of Civil Liabilities
The Issuers and the Guarantor are corporations organised under the laws of Ireland (in the case of UCI
Ireland), Luxembourg (in the case of UCI Luxembourg) and the Republic of Italy (in the case of
UniCredito). All of the of¢cers and directors named herein reside outside the United States and all or a
substantial portion of the assets of each Issuer and the Guarantor and of such of¢cers and directors are
located outside the United States. As a result, it may not be possible for investors to effect service of process
outside Ireland (in relation to UCI Ireland) or Luxembourg (in relation to UCI Luxembourg) or the Republic
of Italy (in relation to UniCredito) upon the relevant Issuer or the Guarantor or such persons, or to enforce
judgments against them obtained in courts outside Ireland (in relation to UCI Ireland) or Luxembourg (in
relation to UCI Luxembourg or the Republic of Italy (in relation to UniCredito and the Guarantor)
predicated upon civil liabilities of such Issuer or the Guarantor or such directors and of¢cers under laws
other than Irish law (in relation to UCI Ireland) or Luxembourg law (in relation to UCI Luxembourg) or
Italian law (in relation to UniCredito), including any judgment predicated upon United States federal
securities laws.
All references in this document to ``U.S. dollars'', ``U.S.$'' and ``$'' refer to the currency of the United States
of America and references to ``Stg»'' are to the currency of the United Kingdom. In addition, references to
``euro'' and ``k'' 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, as amended.
5


Contents
Page
Page
Documents Incorporated by Reference . . . . . . .
7
Capitalisation of UCI Ireland . . . . . . . . . . .
82
General Description of the Programme . . . . . . .
8
Summary Financial Information for UCI-Ireland . .
83
Summary of the Programme . . . . . . . . . . . .
9
Description of UCI Luxembourg . . . . . . . . . .
86
Form of the Notes . . . . . . . . . . . . . . . .
16
Capitalisation of UCI Luxembourg. . . . . . . . .
88
Form of Pricing Supplement . . . . . . . . . . . .
20
Book-entry Clearance Systems . . . . . . . . . . .
89
Terms and Conditions of the Notes . . . . . . . .
28
Taxation. . . . . . . . . . . . . . . . . . . . .
93
Use of Proceeds . . . . . . . . . . . . . . . . .
63
Subscription and Sale and Transfer and Selling
Description of UniCredito and the UniCredito Group
64
Restrictions . . . . . . . . . . . . . . . . . .
104
Management of UniCredito . . . . . . . . . . . .
74
General Information . . . . . . . . . . . . . . .
111
Capitalisation of the Group . . . . . . . . . . . .
76
Appendix One: Application Form . . . . . . . . .
114
Summary Consolidated Financial and Operating
Appendix Two: Financial Statements in respect of
Information for the UniCredito Group . . . . . .
77
the Issuers . . . . . . . . . . . . . . . . . . .
F^1
Description of UCI Ireland . . . . . . . . . . . .
81
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed as the
stabilising manager in the applicable Pricing Supplement or any person acting for him may over-allot or
effect transactions with a view to supporting the market price of the Notes of the Series (as de¢ned below)
of which such Tranche forms part at a level higher than that which might otherwise prevail for a limited
period. However, there may be no obligation on the stabilising manager or any person acting for him to do
this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a
limited period. Such stabilising shall be in compliance with all applicable laws, regulations and rules.
6


Documents Incorporated by Reference
The following documents published or issued from time to time after the date hereof shall be deemed to be
incorporated in, and to form part of, this Offering Circular:
(a) the most recently published audited annual ¢nancial statements and unaudited interim accounts
(consolidated where applicable) of each Issuer and the Guarantor (see ``General Information'' for a
description of the ¢nancial statements currently published by each Issuer and the Guarantor) ; and
(b) all supplements or amendments to this Offering Circular circulated by any Issuer and/or the Guarantor
from time to time,
save that any statement contained herein or in a document which is deemed to be incorporated by reference
herein shall be deemed to be modi¢ed or superseded for the purpose of this Offering Circular to the extent
that a statement contained in any such subsequent document which is deemed to be incorporated by reference
herein modi¢es or supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modi¢ed or superseded shall not be deemed, except as so modi¢ed or superseded, to constitute
a part of this Offering Circular provided, however, that with respect to UCI Ireland, neither (i) any documents
incorporated by reference nor (ii) any modifying or superseding statements form part of the Listing Particulars
as contained in this Offering Circular issued in compliance with the listing rules of the Irish Stock Exchange.
The Issuers and the Guarantor will provide, without charge, to each person to whom a copy of this Offering
Circular has been delivered, upon the request of such person, a copy of any or all of the documents deemed to
be incorporated herein by reference unless such documents have been modi¢ed or superseded as speci¢ed
above. Requests for such documents should be directed to UniCredito at its of¢ces set out at the end of this
Offering Circular. In addition, such documents will be available, free of charge, from the principal of¢ce in
Luxembourg of Kredietbank S.A. Luxembourgeoise (the ``Luxembourg Listing Agent'') for Notes listed on the
Luxembourg Stock Exchange and the of¢ce in Dublin of Davy Corporate Finance (the ``Irish Listing Agent'')
for Notes issued by UCI Ireland and admitted to the Of¢cial List of the Irish Stock Exchange.
The Issuers and the Guarantor will, in connection with the listing of any Notes on the Luxembourg Stock
Exchange or admission to the Of¢cial List of the Irish Stock Exchange, as the case may be, so long as the
relevant Notes remain outstanding and listed on such exchange or admitted to such Of¢cial List, in the
event of any material change in the ¢nancial condition of the relevant Issuer or (in the case of Guaranteed
Notes) the Guarantor which is not re£ected in this Offering Circular, prepare a supplement to this Offering
Circular or publish a new Offering Circular for use in connection with any subsequent issue of Notes to be
listed on the Luxembourg Stock Exchange or admitted to the Of¢cial List of the Irish Stock Exchange, as the
case may be.
If the terms of the Programme are modi¢ed or amended in a manner which would make this Offering
Circular, as so modi¢ed or amended, inaccurate or misleading, a new offering circular will be prepared.
7


General Description of the Programme
Under the Programme, each of the Issuers may from time to time issue Notes denominated in any currency,
subject as set out herein. A summary of the terms and conditions of the Programme and the Notes appears
below. The applicable terms of any Notes will be agreed between the relevant Issuer and the relevant Dealer
prior to the issue of the Notes and will be set out in the Terms and Conditions of the Notes endorsed on,
attached to, or incorporated by reference into, the Notes, as modi¢ed and supplemented by the applicable
Pricing Supplement attached to, or endorsed on, such Notes, as more fully described under ``Form of the
Notes'' below.
This Offering Circular and any supplement will only be valid for listing Notes on the Luxembourg Stock
Exchange and/or in the case of Notes issued or to be issued by UCI Ireland, admission to the Of¢cial List of
the Irish Stock Exchange during the period of 12 months from the date of this Offering Circular in an
aggregate nominal amount which, when added to the aggregate nominal amount then outstanding of all
Notes previously or simultaneously issued under the Programme, does not exceed k50,000,000,000 or its
equivalent in other currencies. For the purpose of calculating the euro equivalent of the aggregate nominal
amount of Notes issued under the Programme from time to time :
(a) the euro equivalent of Notes denominated in another Speci¢ed Currency (as de¢ned under ``Form of the
Notes'') shall be determined, at the discretion of the relevant Issuer, either as of the date on which
agreement is reached for the issue of Notes or on the preceding day on which commercial banks and
foreign exchange markets are open for business in London, in each case on the basis of the spot rate
for the sale of euro against the purchase of such Speci¢ed Currency in the London foreign exchange
market quoted by any leading international bank selected by the Issuer on the relevant day of
calculation;
(b) the euro equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes shall be
calculated in the manner speci¢ed above by reference to the original nominal amount on issue of such
Notes (in the case of Partly Paid Notes regardless of the subscription price paid) ; and
(c) the euro equivalent of Zero Coupon Notes and other Notes issued at a discount or a premium shall be
calculated in the manner speci¢ed above by reference to the net proceeds received by the relevant Issuer
for the relevant issue.
8


Summary of the Programme
The following summary does not purport to be complete and is taken from, and is quali¢ed in its entirety by,
the remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche
of Notes, the applicable Pricing Supplement. Words and expressions de¢ned in ``Form of the Notes'' and
``Terms and Conditions of the Notes'' below shall have the same meanings in this summary unless speci¢ed
otherwise.
Issuers:
UniCredito Italiano S.p.A. (``UniCredito'')
UniCredito Italiano Bank (Ireland) p.l.c. (``UCI Ireland'')
UniCredit International Bank (Luxembourg) S.A. (``UCI Luxembourg'')
Guarantor:
Notes issued by UCI Ireland and UCI Luxembourg will be guaranteed by
UniCredito.
Description :
k50,000,000,000 Euro Medium Term Note Programme.
Arranger:
UBS Limited.
Co-Arranger :
UniCredit Banca Mobiliare S.p.A.
Dealers:
ABN AMRO Bank N.V.
BNP PARIBAS
CALYON
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
Dresdner Bank Aktiengesellschaft
Goldman Sachs International
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Merrill Lynch International
Morgan Stanley & Co. International Limited
Socie¤te¤ Ge¤ne¤rale
UBS Limited
UniCredit Banca Mobiliare S.p.A.
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 Offering
Circular.
Notes with a maturity of less
Notes issued by UCI Ireland and UCI Luxembourg having a maturity of less
than one year:
than one year will, if the proceeds of the issue are accepted in the United
Kingdom, constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the Financial Services and
Markets Act 2000 (the ``FSMA'') unless they are issued to a limited class
of professional investors and have a denomination of at least »100,000
or its equivalent, see ``Subscription and Sale and Transfer and Selling
Restrictions'' below.
Distribution :
Notes may be distributed by way of private or public placement and in each
case on a syndicated or non-syndicated basis, subject to the selling
restrictions set out in ``Subscription and Sale and Transfer and Selling
Restrictions'' below.
9


Summary of the Programme
Rule 144A Option :
Registered Notes may be freely traded amongst ``quali¢ed 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.
Trustee :
Citicorp Trustee Company Limited. The Trustee provides professional
trustee services and will act as trustee under the Trust Deed for the bene¢t
of the Noteholders, the Receiptholders and the Couponholders.
Agent :
Citibank, N.A., London or such other agent(s) speci¢ed in the applicable
Pricing Supplement.
Registrar:
Citibank, N.A., London.
Transfer Agents:
Citibank, N.A., London and Kredietbank S.A. Luxembourgeoise.
Amount:
Up to k50,000,000,000 (or its equivalent in other currencies calculated as
described herein) outstanding at any time. The Issuers may increase the
amount of the Programme in accordance with the terms of the Programme
Agreement (as de¢ned in ``Subscription and Sale and Transfer and Selling
Restrictions'').
Currencies:
Subject to compliance with all applicable legal, regulatory or central bank
restrictions, Notes may be denominated in any currency agreed between the
relevant Issuer and the relevant Dealer(s) (as indicated in the applicable
Pricing Supplement). Payments in respect of Notes may, subject to such
compliance, be made in and/or linked to, any currency or currencies other
than the currency in which such Notes are denominated.
Subordinated Notes :
Subordinated Notes issued by UniCredito may be issued as Lower Tier II
Subordinated Notes, Upper Tier II Subordinated Notes or Tier III
Subordinated Notes.
Subordinated Notes issued by UCI Ireland may be issued as Lower Tier II
Subordinated Notes or Upper Tier II Subordinated Notes.
Redenomination:
The applicable Pricing Supplement may provide that certain Notes may be
redenominated
in
euro.
The
relevant
provisions
relating
to
any
redenomination are contained in Condition 6.
Maturities :
Such maturities as may be agreed between the relevant Issuer and the
relevant Dealer(s) (as indicated in the applicable Pricing Supplement),
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 any laws or regulations applicable to the relevant Issuer or the
relevant Speci¢ed Currency.
Unless otherwise permitted by current laws, regulations, directives and/or
the Bank of Italy's requirements applicable to the issue of Subordinated
Notes by UniCredito, (i) Upper Tier II Subordinated Notes must have a
minimum maturity of ten years, (ii) Lower Tier II Subordinated Notes must
have a minimum maturity of ¢ve years and (iii) Tier III Subordinated Notes
must have a minimum maturity of two years.
In the case of Subordinated Notes issued by UCI Ireland, unless otherwise
permitted by current laws, regulations, directives and/or the Irish Financial
Services Regulatory Authority's (``IFSRA'') requirements applicable to the
issue of Subordinated Notes, (i) Lower Tier II Subordinated Notes must
10