Obbligazione UniCredit 2.625% ( IT0004957137 ) in EUR

Emittente UniCredit
Prezzo di mercato 100 EUR  ▼ 
Paese  Italia
Codice isin  IT0004957137 ( in EUR )
Tasso d'interesse 2.625% per anno ( pagato 1 volta l'anno)
Scadenza 31/10/2020 - Obbligazione è scaduto



La brochure del prospetto in formato PDF

Importo minimo 100 000 EUR
Importo totale 1 000 000 000 EUR
Descrizione dettagliata UniCredit è una banca commerciale italiana operante a livello internazionale, con attività principali nel settore bancario retail, corporate e investment banking.

UniCredit ha rimborsato un'obbligazione (ISIN: IT0004957137) emessa in Italia per un ammontare totale di ?1.000.000.000, con cedola del 2,625%, scadenza il 31/10/2020, taglio minimo di ?100.000 e pagamento del capitale a scadenza al 100%.








UniCredit S.p.A.
(incorporated with limited liability as a "Società per Azioni" under the laws of the Republic of Italy)
35,000,000,000
Obbligazioni Bancarie Garantite Programme
Guaranteed by UniCredit BpC Mortgage S.r.l.
(incorporated with limited liability as a "Società a responsabilità limitata" under the laws of the Republic of Italy)
Under the 35,000,000,000 Obbligazioni Bancarie Garantite Programme (the "Programme") described in this prospectus (the "Prospectus"), UniCredit S.p.A. (in its capacity as issuer of the OBG, as
defined below, the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obbligazioni bancarie garantite (the "OBG" which term includes, for the
avoidance of doubt, Registered OBG, as defined below) guaranteed by UniCredit BpC Mortgage S.r.l. (the "OBG Guarantor") pursuant to Article 7-bis of Italian law No. 130 of 30 April 1999 (Disposizioni
sulla cartolarizzazione dei crediti), as amended from time to time (the "Law 130") and regulated by the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from
time to time (the "MEF Decree") and the supervisory guidelines of the Bank of Italy set out in Title V, Chapter 3 of the "Nuove Disposizioni di Vigilanza Prudenziale per le Banche" (Circolare No. 263 of
27 December 2006), as amended and supplemented from time to time (the "BoI OBG Regulations").
The payment of all amounts due in respect of the OBG will be unconditionally and irrevocably guaranteed by the OBG Guarantor. Recourse against the OBG Guarantor is limited to the Available Funds
(both as defined below).
The maximum aggregate nominal amount of OBG from time to time outstanding under the Programme will not at any time exceed 35,000,000,000 (or its equivalent in other currencies calculated as
described herein), subject to increase as provided for under the Dealer Agreement.
The OBG issued under the Programme (other than Registered OBG) will have a minimum denomination of 100,000 and integral multiples of 1,000 in excess thereof (or, if the relevant Series of OBG is
denominated in a currency other than euro, the equivalent amount in such currency) or such other higher denomination as may be specified in the relevant Final Terms (or its equivalent in another currency as
at the date of issue of the relevant Series of OBG).
OBG may be issued in dematerialised form or in registered form also as German law governed registered covered bonds (Namensschuld verschreibung) (the "Registered OBG"). The terms and conditions of
the relevant Registered OBG (the "Registered OBG Conditions") will specify the minimum denomination for the relevant Registered OBG, which will not be listed.
The OBG may be issued on a continuing basis to the Dealer(s) appointed under the Programme in respect of the OBG from time to time by the Issuer (each a "Dealer" and together the "Dealers"), the
appointment of which may be for a specific issue or on an on-going basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of OBG being (or intended to be) subscribed by
more than one Dealer, be to all Dealers agreeing to subscribe such OBG.
This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (which includes the
amendments made by Directive 2010/73/EU, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area) (the "Prospectus Directive") and the
relevant implementing measures in the Grand Duchy of Luxembourg. This Prospectus will be available on the Luxembourg Stock Exchange website at www.bourse.lu.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purposes of the Prospectus Directive and
relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving
information with regard to the issue of OBG under the Programme during the period of twelve (12) months after the date hereof.
By approving this Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality and solvency of the Issuer in accordance with the provisions
of Article 7 (7) of the Luxembourg law on prospectuses for securities.
Application has also been made to the Luxembourg Stock Exchange for the OBG (other than the Registered OBG) issued under the Programme to be admitted during the period of 12 months from the date of
this Prospectus to the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus
to OBG being "listed" (and all related references) shall mean that such OBG (other than the Registered OBG) have been admitted to the Official List and admitted to trading on the Luxembourg Stock
Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets
in financial instruments. However, unlisted OBG may be issued pursuant to the Programme. The relevant Final Terms (as defined below) in respect of the issue of any OBG (other than the Registered OBG)
will specify whether or not such OBG will be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market (or any other stock exchange).
Each Series or Tranche (both as defined below) of OBG may be issued without the consent of the holders of any outstanding OBG, subject to certain conditions. OBG of different Series may have different
terms and conditions, including, without limitation, different maturity dates. Notice of the aggregate nominal amount of OBG, interest (if any) payable in respect of OBG, the issue price of OBG and any
other terms and conditions not contained herein which are applicable to each Tranche will be set out in final terms (the "Final Terms") which, with respect to OBG to be listed on the Luxembourg Stock
Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the OBG of such Series or Tranche.
The OBG will be issued in dematerialised form (emesse in forma dematerializzata), will be subject to the generally applicable terms and conditions of the OBG (contained in the section headed "Terms and
Conditions of the OBG") and the applicable Final Terms and will be held in such form on behalf of the beneficial owners, until redemption and cancellation thereof, by Monte Titoli S.p.A. with registered
office at Piazza degli Affari, 6, 20123 Milan, Italy ("Monte Titoli") for the account of the relevant Monte Titoli Account Holders. The expression "Monte Titoli Account Holders" means any authorised
financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli (and includes any Relevant Clearing System which holds account with Monte Titoli or any
depository banks appointed by the Relevant Clearing System). The expression "Relevant Clearing Systems" means any of Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and
Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"). The OBG of each Series or Tranche, issued in dematerialised form, will be deposited by the Issuer with Monte Titoli on the
relevant Issue Date (as defined herein), will be in bearer form, will be at all times be in book entry form and title to the relevant OBG of each Series or Tranche will be evidenced by book entry in accordance
with the provisions of Article 83-bis of Italian legislative decree No. 58 of 24 February 1998, as amended and supplemented (the "Financial Services Act"), and with regulation issued by the Bank of Italy
and the Commissione Nazionale per le Società e la Borsa ("CONSOB") on 22 February 2008, as subsequently amended. No physical document of title will be issued in respect of the OBG of each Series or
Tranche.
Each Series or Tranche of OBG may be assigned, on issue, a rating by one or more of Fitch Ratings Limited ("Fitch"), Moody's Investors Service Limited ("Moody's") and Standard & Poor's Ratings
Services, a subsidiary of The McGraw-Hill Companies, Inc.("S&P" and, together with Fitch and Moody's, the "Rating Agencies", which expression shall include any successor thereof) or may be unrated as
specified in the relevant Final Terms. Where a Tranche or Series of OBG is to be rated, such rating will not necessarily be the same as the rating assigned to the OBG already issued. Whether or not a rating
in relation to any Tranche or Series of OBG will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 on credit
rating agencies as amended by Regulation (EU) No 513/2011 (the "CRA Regulation") will be disclosed in the relevant Final Terms. The credit ratings included or referred to in this Prospectus have been
issued by Fitch, Moody's or S&P, each of which is established in the European Union and registered under the CRA Regulation as set out in the list of credit rating agencies registered in accordance with the
CRA Regulation published on the website of the European Securities and Markets Authority ("ESMA") pursuant to the CRA Regulation (for more information please visit the ESMA webpage
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit
rating agency established in the European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended). Conditions precedent to the issuance of any Tranche
include that S&P confirms (where applicable) that the issuance of such Tranche will not result in a reduction or withdrawal of the then current ratings by S&P of any of the then outstanding Series or
Tranches.
A credit rating is not a recommendation to buy, sell or hold OBG and may be subject to revision, suspension or withdrawal by any or all of the Rating Agencies and each rating shall be evaluated
independently of any other.
The OBG of each Series or Tranche will mature on the date mentioned in the applicable Final Terms (each a "Maturity Date"). Before the relevant Maturity Date, the OBG of each Series or Tranche will be
subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in the Conditions (as defined below)).
Subject to certain exceptions as provided for in Condition 10 (Taxation), payments in respect of the OBG to be made by the Issuer will be made without deduction for or on account of withholding taxes
imposed by any tax jurisdiction. In the event that any such withholding or deduction is made the Issuer will be required to pay additional amounts to cover the amounts so deducted. In such circumstances
and provided that such obligation cannot be avoided by the Issuer taking reasonable measures available to it, the OBG will be redeemable (in whole, but not in part) at the option of the Issuer. See Condition
8(c). The OBG Guarantor will not be liable to pay any additional amount due to taxation reasons in case an Issuer Event of Default (as defined below) has occurred. See "Taxation", below.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Sole Arranger
UniCredit Bank AG, London Branch
Dealer
UniCredit Bank AG
The date of this Prospectus is 22 March 2013.
//
- 1 -



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

2



the financial condition or affairs of the Issuer or the OBG Guarantor during the life of the
arrangements contemplated by this Prospectus or by any supplement or to advise any investor or
potential investor in OBG of any information coming to the attention of any of the Dealers or the
Sole Arranger.
This Prospectus contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial
publications. It is hereby confirmed that (a) to the extent that information reproduced herein derives
from a third party, such information has been accurately reproduced and (b) insofar as the Issuer
and the OBG Guarantor are aware and are able to ascertain from information derived from a third
party, no facts have been omitted which would render the information reproduced inaccurate or
misleading.
The following sources of information, among others, have been used:
(i)
Bank of Italy: data used for the Issuer's internal estimate of the market shares for loans and
direct deposits held in Italy; data on the Italian banking market, in particular the number of
active bank branches and financial promoters;
(ii)
Italian association of asset managers (Assogestioni - Associazione del Risparmio Gestito):
data used for the Issuer's internal estimates of market shares in mutual funds in Italy;
(iii) Fitch, Moody's and S&P: data and information used for the explanation of the factors
addressed by the ratings assigned by each of the relevant Rating Agency;
(iv) Italian Banking Association (ABI - Associazione Bancaria Italiana): data used for the
Issuer's internal estimates of market shares in direct deposits in Italy.
Commercial publications generally state that the information they contain originates from sources
assumed to be reliable, but that the accuracy and completeness of such information is not
guaranteed, and that the calculations contained therein are based on a series of assumptions.
External data has not been independently verified by the Issuer and the OBG Guarantor.
No person has been authorised to give any information or to make any representation other
than those contained in this Prospectus in connection with the issue or sale of the OBG and, if
given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, the OBG Guarantor or any of the Dealer(s) or the Sole Arranger (as
defined in "General Description of the Programme"). Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or the OBG Guarantor
since the date hereof or the date upon which this Prospectus has been most recently amended
or supplemented or that there has been no adverse change in the financial position of the
Issuer or the OBG Guarantor since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any OBG shall in any
circumstances imply that the information contained herein concerning the Issuer and the OBG

3



Guarantor is correct at any time subsequent to the date hereof or that any other information supplied
in connection with the Programme is correct as of any time subsequent to the date indicated in the
document containing the same. The Dealer(s) and the Representative of the OBG Holders expressly
do not undertake to review the financial condition or affairs of the Issuer or the OBG Guarantor
during the life of the Programme or to advise any investor in the OBG of any information coming to
their attention. Investors should review, inter alia, the most recently published documents
incorporated by reference into this Prospectus, as it may have been supplemented from time to time,
when deciding whether or not to purchase any OBG.
Neither this Prospectus nor any other financial statements are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the Issuer,
the Sole Arranger, the OBG Guarantor or the Dealer(s) that any recipient of this Prospectus or any
other financial statements should purchase the OBG. Each potential purchaser of OBG should
determine for itself the relevance of the information contained in this Prospectus and its purchase of
OBG should be based upon such investigation as it deems necessary. None of the Dealer(s) or the
Sole Arranger undertakes to review the financial condition or affairs of the Issuer or the OBG
Guarantor during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in the OBG of any information coming to the attention of any of the
Dealer(s) or the Sole Arranger.
The distribution of this Prospectus and the offering or sale of the OBG in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the
Issuer, the OBG Guarantor, the Dealer(s) and the Sole Arranger to inform themselves about and to
observe any such restriction. For a description of certain restrictions on offers and sales of OBG and
on distribution of this Prospectus, see "Subscription and Sale" below.
The OBG have not been and will not be registered under the United States Securities Act of 1933
(the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of
the United States and include OBG in bearer form that are subject to U.S. tax law requirements.
Subject to certain exceptions, OBG may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons (as defined in the U.S. Internal Revenue Code of
1986, as amended, and regulations thereunder). For a description of certain restrictions on offers
and sales of OBG and on distribution of this Prospectus, see "Subscription and Sale" below.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
OBG Guarantor or the Dealer(s) to subscribe for, or purchase, any OBG.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any OBG in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of OBG may be restricted by
law in certain jurisdictions. The Issuer, the OBG Guarantor, the Dealers, the Sole Arranger and the
Representative of the OBG Holders do not represent that this Prospectus may be lawfully
distributed, or that any OBG may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, unless specifically indicated to the contrary in the applicable Final Terms, no action has

4



been taken by the Issuer, the OBG Guarantor, the Dealers, the Sole Arranger or the Representative
of the OBG Holders which is intended to permit a public offering of any OBG outside Luxembourg
or distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no OBG may be offered or sold, directly or indirectly, and neither this Prospectus nor
any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Prospectus or any OBG may come must inform themselves
about, and observe, any such restrictions on the distribution of this Prospectus and the offering and
sale of OBG. In particular, there are restrictions on the distribution of this Prospectus and the offer
or sale of OBG in the United States, Japan and the European Economic Area (including the United
Kingdom and the Republic of Italy). See also "Subscription and Sale", below.
Each initial and each subsequent purchaser of an OBG will be deemed, by its acceptance of such
Note, to have made certain acknowledgements, representations and agreements intended to restrict
the resale or other transfer thereof as described in this Prospectus and in any Final Terms and, in
connection therewith, may be required to provide confirmation of its compliance with such resale or
other transfer restrictions in certain cases. See "Subscription and Sale", below.
In connection with the issue of any Series or Tranche under the Programme, the Dealer or
Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or
persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot the relevant Series or Tranche or effect transactions with a view to supporting the
market price of the relevant Series or Tranche at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or any
person acting on behalf of any Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the OBG of the relevant Series or Tranche is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of
the relevant Series or Tranche and 60 days after the date of the allotment of the relevant
Series or Tranche. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s))
in accordance with all applicable laws and rules.
All references in this Prospectus to: (i) "Euro", "" and "euro" refer to the currency introduced at
the start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community (signed in Rome on 25 March 1957), as amended; (ii)
"U.S.$" or "U.S. Dollar" are to the currency of the Unites States of America; (iii) "£" or "UK
Sterling" are to the currency of the United Kingdom; (iv) "PLN" are to the currency of Poland; (v)
"Italy" are to the Republic of Italy; (vi) laws and regulations are, unless otherwise specified, to the
laws and regulations of Italy; and (vii) "billions" are to thousands of millions.
Certain monetary amounts and currency translations included in this Prospectus have been subject
to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures which preceded them.

5



The language of this Prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to
them under applicable law.
The Sole Arranger is acting for the Issuer and no one else in connection with the Programme and
will not be responsible to any person other than the Issuer for providing the protection afforded to
clients of the Sole Arranger or for providing advice in relation to the issue of the OBG.

6




TABLE OF CONTENTS
Page
STRUCTURE DIAGRAM ................................................................................................................. 8
RISK FACTORS ................................................................................................................................. 9
DOCUMENTS INCORPORATED BY REFERENCE .................................................................... 52
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................... 59
DESCRIPTION OF THE ISSUER ................................................................................................. 113
DESCRIPTION OF THE PORTFOLIO ­ THE CREDIT AND COLLECTION POLICIES ........ 172
DESCRIPTION OF THE OBG GUARANTOR ............................................................................ 186
DESCRIPTION OF THE ASSET MONITOR ............................................................................... 191
CREDIT STRUCTURE .................................................................................................................. 192
ACCOUNTS AND CASH FLOWS ............................................................................................... 203
USE OF PROCEEDS ...................................................................................................................... 219
DESCRIPTION OF THE TRANSACTION DOCUMENTS ......................................................... 220
SELECTED ASPECTS OF ITALIAN LAW ................................................................................. 240
TERMS AND CONDITIONS OF THE OBG ................................................................................ 253
RULES OF THE ORGANISATION OF THE OBG HOLDERS ................................................... 291
FORM OF FINAL TERMS ............................................................................................................ 312
KEY FEATURES OF REGISTERED OBG (NAMENSSCHULD VERSCHREIBUNG) ............... 323
TAXATION IN THE REPUBLIC OF ITALY ............................................................................... 325
LUXEMBOURG TAXATION ....................................................................................................... 334
SUBSCRIPTION AND SALE ........................................................................................................ 338
GENERAL INFORMATION .......................................................................................................... 342
INDEX OF DEFINED TERMS ...................................................................................................... 346
ANNEX 1 ........................................................................................................................................ 356


7



STRUCTURE DIAGRAM

Inte
nt r
e e
r s
e t
s
t a
nd pr
a
i
nd pr nci
nc pal
pa on

t
on he
t
O
he
B
O G
B
Rep
R
r
ep e
r sen
e
t
sen at
t i
at ve
v
of t
of he
OBGH
OB
o
GH ld
o e
ld rs

Pro
r ceeds fr
s f o
r m th
t e issue of O
f
B
O G
B
OBGH
OB
o
GH ld
o e
ld rs
(the
e "Issu
I
er"
er )
As
A set Mon
t Mo i
n tor
to
OB
O G
B
G G
u
G aran
ar
tee
t
As
A signment
e of
nt
t
of he
t

he P
or
P
t
or f
t ol
f i
ol o
Purch
r
ase pri
r ce
Uni
Un Credi
d t
t BpC
Bp
Mor
M
tgage S.r.l
(the
(th "
O
" BG
B Guarantor
nt
")
Subordi
ubor nat
na e
t d
e L
d oa
L
n
oa
Inte
nt r
e e
r s
e t
s
t a
nd pr
a
i
nd pr nci
nc pal
pa on

t
on he
t
Subordi
ubor nat
na e
t d
e L
d oa
L
n
(the
e "Sel
S l
el er
l "
er an
a d the
e "Ser
S v
er ic
i er
c "
er )
oan
oa
Port
or f
t ol
f i
ol o Fr
o
on
Fr
t
on S
t w
S ap c
a
a
p c s
a h f
s
l
h f ow
o s
OB
O G
B Fr
G
ont
Fr
S
ont w
S ap
a c
p a
c s
a h
s f
h l
f ow
o s
Port
or f
t ol
f i
ol o M
o irr
r or
r
S
or w
S ap c
a
a
p c s
a h f
s
l
h f ow
o s
w
OB
O G
B
G M
irr
r o
r r S
r w
S ap cash fl
f ow
o s
(the
e "Hed
e gin
i g Counter
te p
r ar
a ty"
ty
(the
e "Hed
e gin
i g Counter
te p
r ar
a ty"
ty
of the
e "Po
P rtfo
r
li
l o
i Sw
S ap
a Ag
A re
r e
e m
e en
e ts")
of the
e "OBG Sw
S ap
a Ag
A re
r e
e men
e ts")

8



RISK FACTORS
Each of the Issuer and the OBG Guarantor believes that the following factors may affect their
ability to fulfil their obligations under the OBG issued under the Programme. All of these factors
are contingencies which may or may not occur and neither the Issuer nor the OBG Guarantor are
in a position to express a view on the likelihood of any such contingency occurring.
In addition, factors which the Issuer and the OBG Guarantor believe may be material for the
purpose of assessing the market risks associated with OBG issued under the Programme are also
described below.
Each of the Issuer and the OBG Guarantor believes that the factors described below represent the
principal risks inherent in investing in the OBG issued under the Programme, but the inability of
the Issuer or the OBG Guarantor to pay interest, principal or other amounts on or in connection
with any OBG may occur for other reasons and neither the Issuer nor the OBG Guarantor
represents that the statements below regarding the risks of holding any OBG are exhaustive.
Prospective investors should also read the detailed information set out elsewhere in the Prospectus
(including any document incorporated by reference) and reach their own views prior to making any
investment decision.
1.
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection
with the OBG issued under the Programme
Risks concerning liquidity which could affect the UniCredit Group's ability to meet its financial
obligations as they fall due
The UniCredit Group (as defined below in the section headed "Description of the Issuer" below) is
subject to liquidity risk, which can be split between funding liquidity risk and market liquidity risk.
Funding liquidity risk is the risk that the bank will be unable to meet its obligations, including
funding commitments and deposit withdrawals, as they fall due. In this context, the procurement of
liquidity for business activities and the ability to access long-term financing are necessary to enable
the Group (as defined below in the section headed "Description of the Issuer" below) to meet its
payment obligations in cash, scheduled or unscheduled, and avoid prejudice to its current activities
and financial situation.
The global financial crisis and resulting financial instability have significantly reduced the levels
and availability of liquidity provided by private placements which led to a significant intervention
of government guaranteed bonds that have been pledged with the European Central Bank to access
open market operations.
The perception of banking industry riskiness remained high even though the reduced interbank
lending imply a lower funding liquidity risk. It has to be noted that market speculative behaviours,
in particular towards peripheral countries, has been successfully dealt by the government
intervention. Should this government support vanish, the Group would be forced to rely on an
higher recourse to wholesale market, which seems to be feasible in case of a normalisation of the
macroeconomic conditions. Also retail customers are expected to benefit from a more stable
liquidity context. Indeed retail customers are tangled with the banking system both because they

9



underwrite network bonds and because own the deposits and other funding sources which grew
significantly in the last period.
In this context, the Group has announced, as part of its Strategic Plan (as defined below), its
intention to decrease the proportion of wholesale funding in favour of retail funding. However,
reduced customer confidence could result in the Group's inability to access retail funding and to
increased deposit outflows, which in turn could further limit the Group's ability to fund its
operations and meet its minimum liquidity requirements. This strategy is in line with the expected
requirements of the Basel Committee which favours Banks to leverage on more stable funding
sources such as core-retail.
UniCredit also borrows from the European Central Bank (the "ECB"). Thus, any adverse change to
the ECB's lending policy or any changes to the funding requirements set by the ECB, including
changes to collateral requirements (particularly those with retroactive effect), could significantly
affect the Group's results of operations, business and financial condition.
In terms of market liquidity, should be considered the effects of the immediate liquidity of the assets
held as cash reserve. Sudden changes in market conditions (interest rates and creditworthiness in
particular) can impact significantly on the time to sell even for high quality assets such as
government bonds. "Size effects" plays an important role for the Group as it is likely that a
liquidation of significant amounts of assets, even if high quality ones, would affect the overall
market conditions. Additionally it has to be considered the possibility of a downgrade and the
resulting effects on the securities value as well as the consequent difficulty in ensuring immediate
liquidity in favourable economic conditions.
Finally, it must be noted that the Group, in the management of short-term liquidity, adopted metrics
that preserve its stability over a period of three months, while maintaining adequate liquidity
reserves in terms of eligible and marketable securities. As defined in the Strategic Plan, the Group
expects to achieve the objectives of compliance with the liquidity indicators that are going to be
defined by Basel 3 regulations (i.e. Liquidity Coverage Ratio and Net Stable Funding Ratio) by
2015. The observation period related to the application of the rules, was delayed by one year, from
2013 to 2014, subject to the entry into force of the first part of the legislation in 2015.
The UniCredit Group's results of operations, business and financial condition have been and will
continue to be affected by adverse macroeconomic and market conditions
The Group's performance is influenced by the financial markets conditions and the macroeconomic
situations of the countries in which it operates. In recent years, the global financial system has been
subject to considerable turmoil and uncertainty and, as at the date of this Prospectus, the short and
medium term outlook for the global economy remains uncertain.
The recent repricing of sovereign risk and the restructuring of Greek debt have contributed to keep
volatility and uncertainty high, weighing negatively on the global financial system.
Such prolonged deterioration has led to significant distortions in global financial markets, including
critically low levels of liquidity and availability of financing (resulting in high funding costs),
historically high credit spreads, volatile capital markets and declining asset prices. In addition, the

10


Document Outline