Bond UniCred 4.625% ( XS1596778008 ) in USD

UniCred

100 % ⇌

Italy

XS1596778008 ( in USD )

4.625% per year ( payment 2 times a year)

12/04/2027

Prospectus brochure of the bond UniCredit XS1596778008 en USD 4.625%, maturity 12/04/2027

200 000 USD

750 000 000 USD

12/04/2026 ( In 159 days )

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 USD, with the ISIN code XS1596778008, pays a coupon of 4.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 12/04/2027

FINAL TERMS
Final Terms dated April 5, 2017
UNICREDIT S.p.A. US$750,000,000 4.625% Notes due 2027
Issue through Citibank, N.A. of Global Receipts (the "Global Receipts")
Representing beneficial interests in Rule 144A Notes (the "Rule 144A Notes")
Issue of Reg S Notes (the "Reg S Notes" and, together with the Rule 144A Notes, the
"Notes")
under the US$30,000,000,000
Medium Term Note Program
PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions (the "Conditions") set forth in the offering memorandum dated March 30, 2017
(the "Offering Memorandum"). This document constitutes the Final Terms of the Notes
described herein and must be read in conjunction with such Offering Memorandum. Full
information on the Issuer and the offer of the Notes is only available on the basis of the
combination of these Final Terms and the Offering Memorandum. The Offering
Memorandum is available for viewing at the registered office of the Issuer at Via Alessandro
Specchi 16, 00186, Rome, Italy.
1.
Notes Issuer:
UniCredit S.p.A.
2.
Receipt Issuer:
Citibank, N.A.
3.
(i)
Series Number:
2
(ii)
Tranche Number: (If fungible with
1
an existing Series, details of that
Series, including the date on which
the Notes become fungible).
4.
Specified Currency:
US Dollars
5.
Aggregate Nominal Amount:
(i)
Series:
US$750,000,000
(ii)
Tranche:
US$750,000,000
6.
Issue Price:
99.085% of the Aggregate Nominal
Amount
7.
(i)
Specified Denominations:
US$200,000 and integral multiples of
1

US$1,000
(ii)
Calculation Amount:
US$1,000
8.
(i)
Issue Date:
April 12, 2017
We expect that delivery of the Notes
will be on or about April 12, 2017,
which will be five business days (as
such term is used for purposes of Rule
15c6-1 of the U.S. Exchange Act)
following the date of pricing of the
Notes (this settlement cycle is being
referred to as "T+5"). Under Rule
15c6-1 of the U.S. Exchange Act,
trades
in
the
secondary
market
generally are required to settle in three
business days unless the parties to any
such trade expressly agree otherwise.
Accordingly, purchasers who wish to
trade Notes prior to the delivery of the
Notes will be required, by virtue of the
fact that the Notes will initially settle
in
T+5,
to
specify
an
alternate
settlement arrangement at the time of
any such trade to prevent a failed
settlement. Purchasers of the Notes
who wish to trade the Notes prior to
their date of delivery should consult
their advisors.
(ii)
Interest Commencement Date:
Issue Date
(iii)
Pricing Date:
April 5, 2017
(iv)
Settlement Date (T+5):
April 12, 2017
9.
Business Days:
A day on which commercial banks and
foreign
exchange
markets
settle
payments and are open for general
business in London, Milan and New
York
10.
Regular Record Dates:
The fourth Business Day prior to the
relevant Interest Payment Date
11.
Maturity Date:
April 12, 2027
12.
First Call Date:
Not Applicable
2

13.
Interest Basis:
4.625% Fixed Rate
(further particulars specified below)
14.
Redemption/Payment Basis:
Redemption at par
15.
Change of Interest or Redemption/Payment
Not Applicable
Basis:
16.
Call Options:
Issuer Call due to a MREL or TLAC
Disqualification Event
17.
(i)
Status of the Notes:
Senior Notes
(ii)
Date of Board approval:
December 12, 2016
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18.
Fixed Rate Note Provisions
Applicable
(i)
Rate(s) of Interest:
4.625% per annum payable in arrear on
each Interest Payment Date
(ii)
Interest Payment Date(s):
April 12 and October 12 in each year,
commencing on October 12, 2017 to and
including the Maturity Date
(iii)
Business Day Convention:
Following Business Day Convention,
unadjusted
(iv)
Fixed Coupon Amount:
US$23.125 per Calculation Amount on
each Interest Payment Date
(v)
Day Count Fraction:
30/360
(vi)
Broken Amount(s):
Not Applicable
(vii)
Determination Date(s):
Not Applicable
19.
Floating Rate Note Provisions
Not Applicable
20.
Zero Coupon Note Provisions
Not Applicable
21.
Index-Linked Interest Note Provisions
Not Applicable
22.
Inflation-Linked
Interest
Note
Not Applicable
Provisions
23.
Change of Interest Basis Provisions
Not Applicable
24.
Zero Coupon Note Provisions
Not Applicable
3

25.
Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
26.
Issuer Call
Not Applicable, except as provided
below
27.
Redemption for Tax Reasons
(i)
Notice period:
Minimum period: 5 days
Maximum period: 90 days
28.
Regulatory Call
Not Applicable
29.
Issuer Call due to a MREL or TLAC
Applicable
Disqualification Event
(i)
Early Redemption Amount(s):
US$1,000 per Calculation Amount
(ii)
Notice period:
Minimum period: 5 days
Maximum period: 90 days
30.
Final Redemption Amount
Not Applicable
31.
Early Redemption Amount
US$1,000 per Calculation Amount
Early Redemption Amount(s) payable on
redemption for taxation reasons or on event
of default or other early redemption and/or
the method of calculating the same (if
required or if different from that set out in
the Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32.
Form of Notes
Registered Global Notes
33.
Additional Financial Center(s) or other
TARGET2, London and New York
special provisions relating to Payment
Dates:
34.
Details relating to Partly Paid Notes:
Not Applicable
amount of each payment comprising the
Issue Price and date on which each
payment is to be made and consequences
(if any) of failure to pay, including any
right of the Issuer to forfeit the Notes and
interest due on late payment:
4

35.
Details
relating
to
Instalment
Notes:
Not Applicable
amount of each instalment, date on which
each payment is to be made:
36.
Other terms or special conditions:
Not Applicable
DISTRIBUTION
37.
(i)
Names of Managers:
Citigroup Global Markets Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co. LLC
Nomura International plc
UBS Securities LLC
UniCredit Bank AG
(ii)
Stabilizing Manager(s) (if any):
Not Applicable
38.
If non-syndicated, name of Dealer:
Not Applicable
39.
U.S. selling restrictions:
Rule 144A
Regulation S
40.
Additional selling restrictions:
As
set
forth
in
the
Offering
Memorandum dated March 30, 2017
Tax Treatment of the Senior Notes
To the extent required to take a position for U.S. federal income tax reporting purposes, the
Issuer intends to treat the Senior Notes issued hereby as debt for U.S. federal income tax
purposes. For a further discussion of the U.S. federal income tax consequences of investing
in the Senior Notes, including the tax consequences that could result if the Senior Notes are
not treated as debt for U.S. federal income tax purposes, see "Taxation--Certain U.S. federal
income tax consequences" in the Offering Memorandum.
5

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. 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 these Final Terms is in accordance with the facts and does
not omit anything likely to affect the import of such information.
SIGNED on behalf of the Issuer:
By:
_____________________
Duly authorized
6

PART B
OTHER INFORMATION
1.
Listing and admission to trading
(i)
Listing:
Not Applicable
(ii)
Admission to trading:
Not Applicable
(iii)
Estimate of total expenses related
Not Applicable
to admission to trading:
2.
Ratings
The Notes to be issued are expected to
be rated:
S&P's:BBB-
Moody's: Baa1
Fitch: BBB+
3.
Interests of natural and legal persons involved in the issue
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved
in the offer of the Notes has an interest material to the offer. The Managers and their
affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer and its
affiliates in the ordinary course of business.
4.
Reasons for the offer, estimated net proceeds and total expenses
(i)
Reasons for the offer:
UniCredit S.p.A. intends to use the proceeds
from this offering for general corporate
purposes
(ii)
Estimated net proceeds:
US$739,762,500
5.
Yield
4.741%per annum
Indication of yield:
The yield is calculated on the Issue Date.
As set out above, the yield is calculated at the
Issue Date on the basis of the Issue Price. It is
not an indication of future yield.
6.
Historic interest rates
Not Applicable
7.
Performance of index/formula/other variable, explanation of effect on value of
investment and associated risks and other information concerning the
7

underlying
Not Applicable
8.
Performance of rate of exchange and explanation of effect on value of investment
Not Applicable
9.
Operational information
US
ISIN
Code
for
X
Global
Receipts:
US904678AB50
(Italian Substitute Tax Exempt, if tax
relief procedures in Appendix B of
the
Offering
Memorandum
are
followed)
US
ISIN
Code
for
N
Global
US904678AD17
Receipts:
(Subject to Italian Substitue Tax)
IT ISIN Code for X Global Notes:
IT0005249757
(Italian Substitute Tax Exempt, if tax
relief procedures in Appendix B of
the
Offering
Memorandum
are
followed)
IT ISIN Code for N Global Notes:
IT0005249740
(Subject to Italian Substitue Tax)
CUSIP for X Global Receipts:
904678 AB5
(Italian Substitute Tax Exempt)
CUSIP for N Global Receipts:
(Subject to Italian Substitue Tax)
904678 AD1
ISIN Code for Reg S Notes:
XS1596778008
Common Code for Reg S Notes:
159677800
Settlement
· The Depository Trust Company (X
Global Receipts and N Global
Receipts)
· Monte Titoli S.p.A., (X Global Notes
and N Global Notes)
· Euroclear Bank. S.A./N.V. and
8

Clearstream Banking, Luxembourg
(Reg S Notes)
Any clearing system(s) other than
Not Applicable
Monte Titoli, The Depository Trust
Company, Euroclear and Clearstream
and
the
relevant
identification
numbers):
Delivery:
Rule 144A Notes: Delivery free of payment
Reg S Notes: Delivery versus payment
Names and addresses of additional
Not Applicable
Paying Agent(s) (if any):
10.
Further information relating to the Issuer
Further information relating to the Issuer is set out below, pursuant to Article 2414 of
the Italian Civil Code.
(i)
Objects:
The objects of the Issuer, as set out in
Article 4 of its by-laws, are the collection of
savings and the carrying-out of all forms of
lending activities, through its subsidiaries or
otherwise. The Issuer may, in compliance
with regulations in force and subject to
obtaining any prior authorizations required,
perform all banking and financial services
and transactions, including the creation and
management
of
open-
and
closed-end
supplementary pension schemes, as well as
any other transaction necessary for, or
incidental to, the achievement of its corporate
purpose, through its subsidiaries or otherwise.
As parent company of the UniCredit banking
group, pursuant to Article 61 of Legislative
Decree No. 385 of September 1, 1993, the
Issuer, in its direction and coordination
capacity,
issues
instructions
to
Group
companies, including those for the purposes
of
implementing
the
Bank
of
Italy's
regulations and of ensuring the stability of the
Group.
The Issuer performs the role of parent
company
of
a
financial
conglomerate,
pursuant to Article 3 of Legislative Decree
No. 142 of May 30, 2005.
9

(ii)
Registered office:
Via Alessandro Specchi 16, 00186, Rome,
Italy
(iii)
Issuer registration:
Registered at the Companies' Registry of the
Chamber of Commerce of Rome, Italy under
registration no. 00348170101.
(iv)
Amount
of
paid-up share
Paid-up share capital: 20,862,962,205.11
capital and reserves:
Reserves as of December 31, 2016: 27,899
million
This communication is intended for the sole use of the person to whom it is provided by the
sender.
This notice shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall
there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful.
The Notes have not been registered under the United States
Securities Act of 1933, as amended, (the "Securities Act") and may only be sold (i) within
the United States to qualified institutional buyers, as defined under Rule 144A of the
Securities Act, in transactions exempt from registration under the Securities Act and (ii)
outside the United States in accordance with Regulation S of the Securities Act or pursuant to
another applicable exemption from registration.
A securities rating is not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED.
SUCH
DISCLAIMERS
OR
OTHER
NOTICES
WERE
AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
BLOOMBERG OR OTHER EMAIL SYSTEM.
10