Bond UniCred 0% ( XS1216077948 ) in EUR

UniCred

100 % ▼

Italy

XS1216077948 ( in EUR )

13/04/2017 - Bond has expired

Prospectus brochure of the bond UniCredit XS1216077948 in EUR 0%, expired

100 000 EUR

360 000 000 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.

An in-depth review of the Euro-denominated bond identified by ISIN XS1216077948, issued by UniCredit, a leading Italian global banking and financial services company headquartered in Milan, Italy, provides insight into its characteristics: this specific obligation, originating from Italy, was part of a substantial issuance totaling EUR 360,000,000, with a minimum purchase increment set at EUR 100,000, notably carrying a 0% interest rate and a payment frequency stipulated as one, which reached its predetermined maturity date on April 13, 2017, and has since been fully repaid, having been redeemed at 100% of its principal value at the time of maturity, completing its lifecycle as a financial asset.

BASE PROSPECTUS

UNICREDIT S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101)
and
UNICREDIT 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 (société anonyme) under the laws of the Grand Duchy of Luxembourg, having its
registered office at 8-10, rue Jean Monnet, L - 2180 Luxembourg and registered with the Luxembourg trade and companies register
under number B.103.341)
unconditionally and irrevocably guaranteed by
UNICREDIT S.p.A.
in the case of Notes issued by UniCredit Bank Ireland p.l.c. and UniCredit International Bank
(Luxembourg) S.A.
60,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
Under the 60,000,000,000 Euro Medium Term Note Programme (the Programme) described in this document
(the Base Prospectus), UniCredit S.p.A. (UniCredit or the Parent), UniCredit Bank Ireland p.l.c. (UniCredit
Ireland) and UniCredit International Bank (Luxembourg) S.A. (UniCredit International 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 defined below). The payment of all amounts due
in respect of Notes issued by UniCredit Ireland and by UniCredit International Luxembourg (the Guaranteed
Notes) will be unconditionally and irrevocably guaranteed by UniCredit (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 60,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase
as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the
Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a
Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis.
References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or
intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks
see "Risk Factors".
Applications have been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the laws of Luxembourg, for the approval of this document as three base
prospectuses in accordance with Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) as amended
(which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the
extent that such amendments have been implemented in a relevant Member State of the European Economic

Area) and Article 8.4 of the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the
Prospectus Act 2005). By approving this Base Prospectus, the CSSF assumes no responsibility as to the
economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or
solvency of the Issuers in accordance with Article 7.7 of the Prospectus Act 2005. Application has also been
made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on
the Luxembourg Stock Exchange's regulated market (as contemplated by Directive 2004/39/EC) and to be listed
on the Official List of the Luxembourg Stock Exchange. Application may also be made for notification to be
given to competent authorities in other Member States of the European Economic Area in order to permit Notes
issued under the Programme to be offered to the public and admitted to trading on regulated markets in such
other Member States in accordance with the procedures under Article 18 of the Prospectus Directive.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes
have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to
the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a
regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be
admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the
European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the
Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to
Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Directive.
The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with
Exempt Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and certain other information which is applicable to each Tranche (as defined under "Terms and
Conditions of the Notes") of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a
final terms document (the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to
Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of
Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which
is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or
further stock exchange(s) or markets as may be agreed between the Issuers, the Guarantor and the relevant
Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market. The
CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with
Exempt Notes.
As more fully set out in "Terms and Conditions of the Notes Taxation", in the case of payments by UniCredit
as Issuer or (in the case of Guaranteed Notes) as Guarantor, additional amounts will not be payable to holders of
the Notes or of the interest coupons appertaining to the Notes (the Coupons) with respect to any withholding or
deduction pursuant to Italian Legislative Decree No. 239 of 1 April 1996 (as amended or supplemented) and
related regulations of implementation which have been or may subsequently be enacted (Decree 239). In
addition, certain other (more customary) exceptions to the obligation of the 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 Base Prospectus under the heading "Book Entry Clearance
Systems", each of UniCredit and (insofar as the contents of this Base Prospectus relate to it) UniCredit Ireland
and UniCredit International Luxembourg, having made all reasonable enquiries, confirms that this Base
Prospectus contains or incorporates all information which is material in the context of the issuance and offering
of Notes, that the information contained or incorporated in this Base Prospectus is true and accurate in all
material respects and is not misleading, that the opinions and intentions expressed in this Base Prospectus are
honestly held and that there are no other facts the omission of which would make this Base Prospectus or any of
such information or the expression of any such opinions or intentions misleading. UniCredit, UniCredit Ireland
and UniCredit International Luxembourg accept responsibility accordingly.

2

The information relating to each of the Depository Trust Company (DTC), Euroclear Bank S.A./N.V.
(Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg) has been accurately
reproduced from information published by each of DTC, Euroclear and Clearstream, Luxembourg respectively.
So far as each of UniCredit, UniCredit Ireland and UniCredit International 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.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final
Terms. Whether or not each credit rating applied for in relation to a relevant Series of Notes will be issued by a
credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as
amended) (the CRA Regulation), and whether such credit rating agency is included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation,
will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes). Please also refer to
"Credit ratings assigned to the Issuers, the Guarantor or any Notes may not reflect all the risks associated with
an investment in those Notes" in the "Risk Factors" section of this Base Prospectus.

Arranger
UBS INVESTMENT BANK
Co-Arranger
UNICREDIT BANK
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Morgan Stanley
The Royal Bank of Scotland
Société Générale Corporate
UBS Investment Bank
& Investment Banking

UniCredit Bank
The date of this Base Prospectus is 2 July 2014.

3

IMPORTANT INFORMATION
This document constitutes three base prospectuses in respect of all Notes other than Exempt Notes issued
under the Programme: (a) the base prospectus for UniCredit in respect of non-equity securities within the
meaning of Article 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as
amended (Non-Equity Securities); (b) the base prospectus for UniCredit Ireland in respect of Non-Equity
Securities; and (c) the base prospectus for UniCredit International Luxembourg in respect of Non-Equity
Securities (together, the Prospectus).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this Base
Prospectus.
No representation, warranty or undertaking, express or implied, is made by any of the Dealers or any of
their respective affiliates or the Trustee and no responsibility or liability is accepted by any of the Dealers
or by any of their respective affiliates or the Trustee as to the accuracy or completeness of the
information contained or incorporated in this Base Prospectus or of any other information provided by
the Issuers or the Guarantor in connection with the Programme. No Dealer or any of their respective
affiliates or the Trustee accepts any liability in relation to the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuers or the Guarantor in
connection with the Programme.
This Base 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 Issuers 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.
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 Issuers.
No person is or has been authorised by the Issuers, the Guarantor or the Trustee to give any information
or to make any representation not contained in or not consistent with this Base Prospectus 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 the Issuers, the
Guarantor, the Dealers or the Trustee.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
with any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuers, the Guarantor, any of the Dealers or the Trustee that any
recipient of this Base Prospectus or of 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 financial condition and affairs, and its own appraisal of the
creditworthiness, of the relevant Issuer and/or the Guarantor. Neither this Base Prospectus 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 of the Issuers, the Guarantor, any of the Dealers or the Trustee to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuers and 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 Dealers and the Trustee expressly do not undertake to review the financial 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

4

published documents incorporated by reference into this Base Prospectus when deciding whether or not
to purchase any Notes.

5

IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES
Restrictions on Non-exempt offers of Notes in Relevant Member States
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other currency)
may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive
to publish a prospectus. Any such offer is referred to as a Non-exempt Offer. This Base Prospectus has been
prepared on a basis that permits Non-exempt Offers of Notes in each Member State in relation to which the
Issuer has given its consent, as specified in the applicable Final Terms (each specified Member State a Non-
exempt Offer Jurisdiction and together the Non-exempt Offer Jurisdictions). Any person making or
intending to make a Non-exempt Offer of Notes on the basis of this Base Prospectus must do so only with the
Issuer's consent to the use of this Base Prospectus as provided under "Consent given in accordance with Article
3.2 of the Prospectus Directive" and provided that such person complies with the conditions specified in or
attached to that consent.
Save as provided above, none of the Issuers, the Guarantor and any Dealer have authorised, nor do they
authorise, the making of any Non-exempt Offer of Notes in circumstances in which an obligation arises for the
Issuers or any Dealer to publish or supplement a prospectus for such offer.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus 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 Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuers, the Guarantor, the Dealers and the Trustee do not represent that this Base
Prospectus 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, unless specifically indicated to the contrary in the applicable Final Terms, no action has been
taken by the Issuers, the Guarantor, the Dealers or the Trustee which is intended to permit a public
offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Base 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 Base Prospectus or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus
and the offer or sale of Notes in the United States, Japan, Hong Kong, the People's Republic of China,
Australia and the European Economic Area (including the United Kingdom, the Republic of Italy,
Ireland, France, the Federal Republic of Germany, Luxembourg and Austria). See "Subscription and Sale
and Transfer and Selling Restrictions".
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 circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional advisers,
whether it:
(i)
has 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 Base
Prospectus or any applicable supplement;
(ii)
has 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;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;

6

(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or to review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (a) Notes are legal investments for it, (b) Notes can be used as collateral for various
types of borrowing and (c) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes
under any applicable risk-based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the Securities Act), and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to U.S. persons (see "Subscription
and Sale and Transfer and Selling Restrictions"). 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".
This Base Prospectus has not been submitted for clearance to the Autorité des Marchés financiers in
France.
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 Base Prospectus or confirmed the accuracy or determined the adequacy of the
information contained in this Base Prospectus. Any representation to the contrary is unlawful.
This Base Prospectus may be distributed on a confidential basis in the United States to a limited number of
"qualified institutional buyers" within the meaning of Rule 144A under the Securities Act (QIBs) or
Institutional Accredited Investors (each as defined 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.
The Bearer Notes 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.
Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code and the Treasury regulations promulgated thereunder.
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 in reliance on Rule
144A under the Securities Act (Rule 144A) or any other applicable exemption. Each U.S. purchaser of
Registered Notes is hereby notified that the offer and sale of any Registered Notes to it may be being made in
reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.
Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.
Purchasers of Definitive IAI Registered Notes will be required to execute and deliver an IAI Investment Letter
(as defined under "Terms and Conditions of the Notes"). Each purchaser or holder of Definitive IAI Registered
Notes, Notes represented by a Rule 144A Global Note or of any Notes issued in registered form in exchange or
substitution therefor (together, the 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".

7

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 2 July 2014 (the Deed Poll) to furnish, upon the request of a holder of such Notes or of any
beneficial 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, any of the
Notes remain outstanding as "restricted securities" within the meaning of Rule 144A(a)(3) of the Securities Act
and 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 UniCredit
Ireland), Luxembourg (in the case of UniCredit International Luxembourg) and the Republic of Italy (in the case
of UniCredit). All of the officers 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 officers 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 UniCredit Ireland), Luxembourg (in relation to UniCredit International Luxembourg) or
the Republic of Italy (in relation to UniCredit) upon the relevant Issuer or the Guarantor or such persons, or to
enforce judgments against them obtained in courts outside Ireland (in relation to UniCredit Ireland),
Luxembourg (in relation to UniCredit International Luxembourg) or the Republic of Italy (in relation to
UniCredit) predicated upon civil liabilities of such Issuer or the Guarantor or of such directors and officers
under laws other than Irish law (in relation to UniCredit Ireland), Luxembourg law (in relation to UniCredit
International Luxembourg) or Italian law (in relation to UniCredit), including any judgment predicated upon
United States federal securities laws.
Presentation of information
Investors should consult the Issuers should they require a copy of the ISDA 2006 Definitions, the ISDA 2003
Credit Derivatives Definitions or the ISDA 2009 Credit Derivatives Determinations Committees, Auction
Settlement and Restructuring Supplement to the 2003 ISDA Credit Derivatives Definitions published on 14 July
2009, as applicable.
In this Base Prospectus, all references to:

U.S. dollars, U.S.$ and $ refer to United States dollars;

to Sterling, GBP and £ refer to pounds sterling;

euro, Euro and refer 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, as amended; and

8

Renminbi, RMB and CNY refers to the currency of the People's Republic of China. All references to
the PRC are to the People's Republic of China excluding the Hong Kong Special Administrative
Region of the People's Republic of China (Hong Kong), the Macau Special Administrative Region of
the People's Republic of China and Taiwan.

9

Contents
Page
Summary of the Programme ................................................................................................................................. 11
Risk Factors ......................................................................................................................................................... 43
Responsibility Statement .................................................................................................................................... 74
Consent given in accordance with article 3.2 of the Prospectus Directive (Retail Cascades) ....................... 75
Stabilisation ......................................................................................................................................................... 81
Overview of the Programme .............................................................................................................................. 82
Documents Incorporated by Reference.............................................................................................................. 87
Form of the Notes................................................................................................................................................ 91
Applicable Final Terms ........................................................................................................................................ 95
Applicable Pricing Supplement ........................................................................................................................ 127
Terms and Conditions of the Notes.................................................................................................................. 139
Use of Proceeds ................................................................................................................................................. 186
Description of UniCredit and the UniCredit Group ........................................................................................ 187
Description of UniCredit Ireland ........................................................................................................................ 233
Description of UniCredit International Luxembourg.......................................................................................... 236
Book Entry Clearance Systems ........................................................................................................................ 239
Taxation ............................................................................................................................................................. 243
Subscription and Sale and Transfer and Selling Restrictions ............................................................................. 266
General Information ........................................................................................................................................... 276
Annex 1 - Further Information Related to Index Linked Notes .......................................................................... 280

10