Bond UniCred 4.45% ( XS2356217039 ) in EUR

UniCred

100 % ▲

Italy

XS2356217039 ( in EUR )

4.45% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond UniCredit XS2356217039 en EUR 4.45%, maturity Perpetual

03/06/2025 ( In 11 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 EUR, with the ISIN code XS2356217039, pays a coupon of 4.45% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

EXECUTION VERSION
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold
or otherwise made available to and 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 (as amended, MiFID II); or
(ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the Insurance Distribution
Directive), 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 Regulation (EU) 2017/1129 (the Prospectus
Regulation). Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
as amended (the Insurance Distribution Directive) where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs
Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to
the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each
as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
5 July 2021
FINAL TERMS
UniCredit S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered
number 00348170101 with registered office at Piazza Gae Aulenti, 3 Tower-A 20154 Milan, Italy)
Issue of 750,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate
Resettable Notes
under the
60,000,000,000 Euro Medium Term Note Programme
Part A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions for the
Italian Law Notes set forth in the Base Prospectus dated 7 June 2021 which constitutes a base prospectus for the
purposes of the Prospectus Regulation (the Base Prospectus). This document constitutes the Final Terms of the
Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such
Base Prospectus, in order to obtain all the relevant information. The Base Prospectus is available for viewing
during normal business hours at UniCredit S.p.A., Piazza Gae Aulenti, 3 Tower A 20154 Milan, Italy and has
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been published on the website of UniCredit www.unicreditgroup.eu, as well as on the website of the Luxembourg
Stock Exchange, www.bourse.lu. Copies may be obtained, free of charge, from the Issuer at the address above.
1.
Series Number:
694
(a)
Tranche Number:
1
2.
Specified Currency or Currencies:
Euro ()
3.
Aggregate Nominal Amount:
(a)
Series:
750,000,000
(b)
Tranche:
750,000,000
4.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
5.
Specified Denominations:
200,000 and integral multiples of 1,000 in excess
thereof up to and including 399,000. No Notes in
definitive form will be issued with a denomination
above 399,000.
(a)
Calculation Amount:
1,000 (or, if lower, the Prevailing Principal Amount on
the basis of a Note of 1,000 in Initial Principal
Amount)
6.
Issue Date:
7 July 2021
(a)
Interest Commencement Date:
Issue Date
7.
Maturity Date:
The Notes are perpetual securities and have no fixed
date for redemption. The Notes may only be redeemed
in the circumstances described in Condition 10 of the
Terms and Conditions for the Italian Law Notes.
8.
Interest Basis:
Reset Notes
(further particulars specified below)
9.
Redemption/Payment Basis:
Prevailing Principal Amount
10.
Change of Interest Basis:
Not Applicable
See paragraph 14 below
(i)
Switch Option:
Not Applicable
(ii)
Switch Option Expiry Date:
Not Applicable
(iii)
Switch Option Effective Date:
Not Applicable
11.
Call Options:
Issuer Call
Regulatory Call
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(see paragraphs 19 and 20 below)
12.
Status of the Notes:
Additional Tier 1
(a)
Date of Board approval for
13 January 2021
issuance of Notes
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions:
Not Applicable
14.
Reset Note Provisions:
Applicable
Subject to cancellation as contemplated by the Terms
and Conditions, the Notes will bear interest payable on
each Interest Payment Date (as defined below) as
follows:
(i) in respect of the period from (and including) the Issue
Date to (but excluding) the First Reset Date (as defined
below) (the Initial Interest Period) at the Initial Rate of
Interest (as defined below). There will be a short first
coupon in respect of the Short Interest Period (as defined
below);
(ii) in respect of each period from (and including) the
First Reset Date (as defined below) to (but excluding)
the Second Reset Date (as defined below) and from (and
including) the Second Reset Date (as defined below) to
(but excluding) every Subsequent Reset Date (as defined
below) (each such period, a Reset Interest Period), at
the rate per annum, calculated on an annual basis and
then converted to a semi-annual rate in accordance with
market conventions, as determined on the relevant Reset
Determination Date (as defined in Condition 6.2(ii)),
equal to the aggregate of the First Margin and the 5-year
Mid-Swap Rate (quoted on an annual basis) for such
Reset Interest Period.
(a)
Initial Rate of Interest:
In respect of the Initial Interest Period, 4.45 per cent. per
annum payable in arrear on each Interest Payment Date
(b)
First Margin:
4.606 per cent. per annum
(c)
Subsequent Margin:
The subsequent margins will be equal to the First Margin
(d)
Interest Payment Date(s):
3 June and 3 December in each year, starting from (and
including) 3 December 2021
There will be an initial short interest period from and
including the Interest Commencement Date to (but
excluding) 3 December 2021 (the Short Interest
Period)
(e)
Fixed Coupon Amount up to (but
Subject as contemplated by the Terms and Conditions,
excluding) the First Reset Date:
22.25 per Calculation Amount, provided that, in
relation to the Short Interest Period, the Fixed Coupon
Amount shall be equal to the Broken Amount
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(f)
Broken Amount(s):
Subject as contemplated by the Terms and Conditions,
18.12 per Calculation Amount, payable on the Interest
Payment Date falling on 3 December 2021
(g)
First Reset Date:
3 June 2028
(h)
Second Reset Date:
3 June 2033
(i)
Subsequent Reset Date(s):
Each date which falls five, or a multiple of five, years
after the Second Reset Date
(j)
Mid-Swap
Floating
Leg EURIBOR
Benchmark Rate:
(k)
Relevant Screen Page:
Bloomberg screen "EUAMDB05 Index"
(l)
Mid-Swap Rate:
Single Mid-Swap Rate
(m)
Mid-Swap Maturity:
5 years
(n)
Reset
Reference
Rate
Conversion:
Applicable
(o)
Original Reset Reference Rate
Annual
Payment Basis:
(p)
Day Count Fraction:
Actual/Actual ICMA
(q)
Determination Dates:
3 June and 3 December in each year
(r)
Additional Business Centre(s):
TARGET2 and London
(s)
Calculation Agent:
Citibank, N.A., London Branch
(t)
Reset Reference Rate
Applicable
Replacement:
15.
Floating Rate Note Provisions:
Not Applicable
16.
Inflation Linked Interest Note Provisions:
Not Applicable
17.
Zero Coupon Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.
Notice periods for Condition 8.2 of the
Minimum period: 30 days
Terms and Conditions for the English Law
Notes and Condition 10.3 of the Terms
Maximum period: 45 days
and Conditions for the Italian Law Notes
and Condition 8.5 of the Terms and
Conditions for the English Law Notes and
Condition 10.6 of the Terms and
Conditions for the Italian Law Notes:
19.
Issuer Call:
Applicable
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(a)
Optional Redemption Date(s):
Any calendar day during the six-month period
commencing on (and including) 3 December 2027 to
(and including) the First Reset Date, and any Interest
Payment Date thereafter.
(b)
Optional Redemption Amount
1,000 per Calculation Amount (or, if lower, the
(in the case of Subordinated
Prevailing Principal Amount on the basis of a Note of
Notes or Additional Tier 1 Notes
1,000 in Initial Principal Amount)
only, subject to the prior
approval
of
the
relevant
Competent
Authority,
as
applicable, and in accordance
with
applicable
laws
and
regulations, including Articles
77(b) and 78 of the CRD IV
Regulation or, if different, the
then
applicable
Relevant
Regulations):
(c)
Reference Bond:
Not Applicable
(d)
Quotation Time:
Not Applicable
(e)
Redemption Margin:
Not Applicable
(f)
If redeemable in part:
(i)
Minimum Redemption
200,000
Amount:
(ii)
Maximum Redemption
750,000,000
Amount:
(g)
Notice period:
Minimum period: 15 days
Maximum period: 45 days
20.
Regulatory Call:
Applicable
21.
Issuer Call due to MREL or TLAC
Not Applicable
Disqualification Event:
22.
Final Redemption Amount:
1,000 per Calculation Amount (or, if lower, the
Prevailing Principal Amount on the basis of a Note of
1,000 in Initial Principal Amount)
23.
Early Redemption Amount payable on
1,000 per Calculation Amount (or, if lower, the
redemption:
Prevailing Principal Amount on the basis of a Note of
1,000 in Initial Principal Amount)
See also paragraph 20 above
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(i)
for taxation reasons (subject to
Condition 10.15 of the Terms
and Conditions for the Italian
Law Notes (including the prior
approval
of
the
relevant
Competent
Authority,
as
applicable, and in accordance
with
applicable
laws
and
regulations, including Articles
77(b) and 78 of the CRD IV
Regulation or, if different, the
then
applicable
Relevant
Regulations)) as contemplated
by Condition 8.2 of the Terms
and Conditions for the English
Law Notes and Condition 10.3 of
the Terms and Conditions for the
Italian Law Notes;
(ii)
for regulatory reasons subject to
Condition 10.15 of the Terms
and Conditions for the Italian
Law Notes (including the prior
approval
of
the
relevant
Competent
Authority,
as
applicable, and in accordance
with
applicable
laws
and
regulations, including Articles
77(b) and 78 of the CRD IV
Regulation or, if different, the
then
applicable
Relevant
Regulations)) as contemplated
by Condition 8.3 of the Terms
and Conditions for the English
Law Notes and Condition 10.4 of
the Terms and Conditions for the
Italian Law Notes;
(iii)
on event of default (subject to
Condition 10.15 of the Terms
and Conditions for the Italian
Law Notes (including the prior
approval
of
the
relevant
Competent
Authority,
as
applicable, and in accordance
with
applicable
laws
and
regulations, including Articles
77(b) and 78 of the CRD IV
Regulation or, if different, the
then
applicable
Relevant
Regulations)),
and/or the method of calculating the same
(if required or if different from that set out
in Condition 8.6 of the Terms and
Conditions for the English Law Notes and
Condition 10.7 of the Terms and
Conditions for the Italian Law Notes:
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24.
Extendible Notes:
Not Applicable
25.
RMB Currency Event:
Not Applicable
26.
Relevant Currency:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes
(a)
Form of Notes:
Bearer Notes:
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Notes upon an Exchange Event
(b)
New Global Note:
No
28.
Additional Financial Centre(s):
London
29.
RMB Settlement Centre(s):
Not Applicable
30.
Talons for future Coupons to be attached
Yes, as the Notes have more than 27 coupon payments,
to Definitive Notes:
Talons may be required if, on exchange into definitive
form, more than 27 coupon payments are still to be made
31.
Governing law of the Conditions
Italian Law
Signed on behalf of UniCredit S.p.A.:
By:
Duly authorised
By:
Duly authorised
7

Part B OTHER INFORMATION
1.
LISTING AND ADMISSION TO
Application has been made by the Issuer (or on its behalf)
TRADING
for the Notes to be listed on the Official List of the
Luxembourg Stock Exchange and admitted to trading on
the Luxembourg Stock Exchange's regulated market with
effect from 7 July 2021.
(a)
Estimate of total expenses
13 100
related to admission to trading:
2.
RATINGS
Ratings:
The Notes to be issued have been rated:
Ba3 by Moody's Investors Service España (Moody's).
Moody's is established in the European Union and is
registered under the Regulation (EC) No. 1060/2009 (as
amended) (the CRA Regulation).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for the fees payable to the Managers and save for the fact that UniCredit Bank AG is part of the
Issuer's group, so far as the Issuer is aware, no person involved in the issue 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.
USE AND ESTIMATED NET AMOUNT OF THE PROCEEDS
(a)
Use of the proceeds:
for its general corporate purposes, which include making
a profit
See "Use of Proceeds" wording in the Base Prospectus.
(b)
Estimated net amount of the
750,000,000
proceeds:
5.
YIELD (Fixed Rate Notes only)
There is no explicit yield to maturity. The Notes do not
Indication of yield:
carry a fixed date for redemption and the Issuer is not
obliged, and under certain circumstances is not permitted,
to make payments on the Notes at the full stated rate. The
interest rate is also subject to periodic resetting.
For information purposes only, the yield of the Notes
calculated on the basis of the Issue Price and the Initial
Rate of Interest from, and including the Issue Date up to
but excluding, the First Call Date and assuming no Write-
Down and no cancellation of Interest during such period,
would be 4.500 per cent. per annum and 4.451 per cent.
on a semi-annual basis. It is not an indication of the actual
yield for such period or of any future yield.
6.
OPERATIONAL INFORMATION
8

(a)
ISIN Code:
XS2356217039
(b)
Common Code:
235621703
(c)
CUSIP:
Not Applicable
(d)
CINS:
Not Applicable
(e)
CFI:
DTFJPB, as updated, as set out on the website of the
Association of National Numbering Agencies (ANNA) or
alternatively sourced from the responsible National
Numbering Agency that assigned the ISIN
(f)
FISN:
UNICREDIT SPA/4.45 MTN PERP JR SUB, as updated,
as set out on the website of the Association of National
Numbering Agencies (ANNA) or alternatively sourced
from the responsible National Numbering Agency that
assigned the ISIN
(g)
Any clearing system(s) other
Not Applicable
than Euroclear and Clearstream
Luxembourg and the relevant
identification number(s):
(h)
Delivery:
Delivery against payment
(i)
Names
and
addresses
of
Not Applicable
additional Paying Agent(s) (if
any):
(j)
Intended to be held in a manner
No. Whilst the designation is specified as "no" at the date
which would allow Eurosystem
of these Final Terms, should the Eurosystem eligibility
eligibility:
criteria be amended in the future such that the Notes are
capable of meeting them the Notes may then be deposited
with one of the ICSDs as common safekeeper. Note that
this does not necessarily mean that the Notes will then be
recognised as eligible collateral for Eurosystem monetary
policy and intra day credit operations by the Eurosystem
at any time during their life. Such recognition will depend
upon the ECB being satisfied that Eurosystem eligibility
criteria have been met.
7.
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
If
syndicated,
names
and
Joint Lead Managers:
addresses
of
Managers
(specifying Lead Manager) and
Banco Santander S.A.
underwriting commitments:
Barclays Bank Ireland plc
BNP Paribas
Deutsche Bank

9

HSBC Continental Europe
UBS Europe SE
UniCredit Bank AG
Co-Lead Managers:
Banco de Sabadell, S.A.
Belfius Bank SA/NV
CaixaBank, S.A.
(iii)
Stabilisation Manager(s) (if Not Applicable
any):
(iv)
If non-syndicated, name and Not Applicable
address of relevant Dealer:
(v)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D applicable
(vi)
Prohibition of Sales to EEA Applicable
Retail Investors:
(vii)
Prohibition of Sales to UK Applicable
Retail Investors:
(viii)
EU Benchmark Regulation:
Applicable: Amounts payable under the Notes are
calculated by reference to ICE Swap Rate, which is
provided by ICE Benchmark Admnistration Limited.
EU Benchmark Regulation: As at the date of these Final Terms, the ICE Benchmark
Article 29(2) statement on Admnistration Limited is not included in the register of
benchmarks:
administrators
and
benchmarks
established
and
maintained by the European Securities and Markets
Authority (ESMA) pursuant to article 36 of the
Benchmark Regulation (Regulation (EU) 2016/1011) (the
BMR). As far as the Issuer is aware, the transitional
provisions in Article 51 of the BMR apply, such that the
administrator is not currently required to obtain
authorisation/registration.

10