Obbligazione UniCredit 5.993% ( XS1632222565 ) in EUR

Emittente UniCredit
Prezzo di mercato refresh price now   100 EUR  ⇌ 
Paese  Italia
Codice isin  XS1632222565 ( in EUR )
Tasso d'interesse 5.993% per anno ( pagato 1 volta l'anno)
Scadenza 13/06/2032



La brochure del prospetto in formato PDF

Importo minimo 100 000 EUR
Importo totale 50 000 000 EUR
Coupon successivo 14/12/2026 ( In 127 giorni )
Descrizione dettagliata UniCredit è una banca commerciale italiana operante a livello internazionale, con attività principali nel settore bancario retail, corporate e investment banking.

The Obbligazione issued by UniCredit ( Italy ) , in EUR, with the ISIN code XS1632222565, pays a coupon of 5.993% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 13/06/2032







BASE PROSPECTUS

UNICREDIT S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101)
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 Issuer) may from time to time issue notes governed
by Italian law in global form (the Notes in Global Form) and/or in dematerialised form (the Dematerialised
Notes and, together with the Notes in Global Form, the Notes). The Notes may be denominated in any currency
agreed between the Issuer and the relevant Dealer (as defined below).
Notes will be issued in bearer form. 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 UniCredit Bank AG 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 on-going 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.
The terms and conditions for the Notes in Global Form are set out herein in "Terms and Conditions for the Notes
in Global Form" and the terms and conditions for the Dematerialised Notes are set out herein in "Terms and
Conditions for the Dematerialised Notes". References to the "Notes" shall be to the Notes in Global Form and/or
the Dematerialised Notes, as appropriate, and references to the "Terms and Conditions" or the "Conditions" shall
be to the Terms and Conditions for the Notes in Global Form and/or the Terms and Conditions for the
Dematerialised Notes, as appropriate and as specified in the applicable Final Terms. For the avoidance of doubt,
in "Terms and Conditions for the Notes in Global Form", references to the "Notes" shall be to the Notes in
Global Form, and in "Terms and Conditions for the Dematerialised Notes", references to the "Notes" shall be
to the Dematerialised Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks,
see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the CSSF), as competent authority under Regulation (EU) 2017/1129, as amended (the Prospectus
Regulation). The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval by the CSSF should not
be considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make their own
assessment as to the suitability of investing in the Notes.
By approving this Base Prospectus, in accordance with the Prospectus Regulation and Article 6 (4) of the
Luxembourg Law of 16 July 2019 on prospectuses for securities, the CSSF does not engage in respect of the
economic or financial opportunity of the operation or the quality and solvency of the Issuer. Application has 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 2014/65/EU) 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 EEA 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 25 of the Prospectus Regulation.
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 2014/65/EU), as
amended.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from
the date of its approval) in relation to Notes which are to be admitted to trading on a regulated market in
the European Economic Area (the EEA) and/or offered to the public in the EEA other than in
circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation.
The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake
or material inaccuracy does not apply when this Base Prospectus is no longer valid. The validity of this
Base Prospectus ends upon expiration on 10 May 2024.
References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is required to be
published under the Prospectus Regulation and the Financial Services and Markets Act 2000. 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, as appropriate, "Terms
and Conditions for the Notes in Global Form" and "Terms and Conditions for the Dematerialised 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 the 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.luxse.com). 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 Issuer and the relevant Dealer(s). The Issuer
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 for the Notes in Global Form ­ Taxation" and in "Terms and
Conditions for the Dematerialised Notes ­ Taxation", in the case of payments by the Issuer, additional amounts
will not be payable to holders of the Notes or of the interest coupons appertaining to the Notes in Global Form
(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 Issuer 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
for the Notes in Global Form ­ Taxation" and in "Terms and Conditions for the Dematerialised Notes ­
Taxation".
UniCredit, 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 accepts responsibility accordingly.
The information relating to each of Euroclear Bank S.A./N.V. (Euroclear), Clearstream Banking S.A.
(Clearstream, Luxembourg) and Euronext Securities Milan (former Monte Titoli S.p.A.) (Monte Titoli) has
been accurately reproduced from information published by each of Euroclear, Clearstream, Luxembourg and
Monte Titoli, respectively. So far as UniCredit is aware and is able to ascertain from information published by
each of Euroclear, Clearstream Banking S.A. and Monte Titoli, no facts have been omitted which would render
the reproduced information misleading.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act) or any securities laws of any state or other jurisdiction of the United States and may not be offered
or sold in the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S
2



under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United
States.
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 (i) issued or
endorsed by a credit rating agency established in the European Union and registered under Regulation (EC) No.
1060/2009 (as amended) (the CRA Regulation) or by a credit rating agency which is certified under the CRA
Regulation, and/or (ii) issued or endorsed by a credit rating agency established in the United Kingdom and
registered under the CRA Regulation, as it forms part of domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (the UK CRA Regulation) or by a credit rating agency which is certified
under the UK 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). 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 EEA and registered under the CRA Regulation or (i) the rating is provided by a
credit rating agency not established in the EEA but is endorsed by a credit rating agency established in the EEA
and registered under the CRA Regulation or (ii) the rating is provided by a credit rating agency not established in
the EEA which is certified under the CRA Regulation. In general, UK 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 UK and
registered under the UK CRA Regulation or (i) the rating is provided by a credit rating agency not established in
the UK but is endorsed by a credit rating agency established in the UK and registered under the UK CRA
Regulation or (ii) the rating is provided by a credit rating agency not established in the UK which is certified under
the UK CRA Regulation. The European Securities and Markets Authority (ESMA) is obliged to maintain on its
website, https://www.esma.europa.eu/page/Listregistered-and-certified-CRAs, a list of credit rating agencies
registered and certified in accordance with the CRA Regulation. Please also refer to "Credit ratings assigned to
the Issuer 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.
Amounts payable under the Floating Rate Notes and/or the Reset Notes may be calculated by reference to certain
reference rates such as EURIBOR, CAD-BA-CDOR, CMS or SOFR, as specified in the relevant Final Terms. As
at the date of this Base Prospectus, Thomson Reuters Benchmark Services Limited (as administrator of CAD-BA-
CDOR) and the European Money Markets Institute (as administrator of EURIBOR) are included in the register
of administrators maintained by the ESMA under Article 36 of Regulation (EU) No. 2016/1011 (the EU
Benchmarks Regulation). As at the date of this Base Prospectus, the ICE Benchmark Administration (as
administrator of CMS) and the Federal Reserve Bank of New York (as administrator of SOFR) are not included
in the register of administrators maintained by ESMA under Article 36 of the EU Benchmarks Regulation. As far
the Issuer is aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that
ICE Benchmark Administration (as administrator of CMS) is not currently required to obtain
authorization/registration (or, if located outside the European Union, recognition, endorsement or equivalence).
As far as the Issuer is aware, SOFR does not fall within the scope of the EU Benchmarks Regulation by virtue of
Article 2 of that Regulation.
Amounts payable on Inflation Linked Notes will be calculated by reference to CPI or HICP (each as defined in
Annex 1 to this Base Prospectus). As at the date of this Base Prospectus, the administrators of CPI and HICP are
not included in ESMA's register of administrators under Article 36 of the EU Benchmarks Regulation.
As far as the Issuer is aware, CPI and HICP do not fall within the scope of the EU Benchmarks Regulation by
virtue of Article 2 of that Regulation.
The Additional Tier 1 Notes are not intended to be sold and should not be sold to "retail clients" (as defined in
Directive 2014/65/EU (as amended, MiFID II)) in the European Economic Area (EEA). In addition to the above,
pursuant to the United Kingdom (UK) Financial Conduct Authority Conduct of Business Sourcebook (COBS),
the Additional Tier 1 Notes are not intended to be offered, sold or otherwise made available and should not be
offered, sold or otherwise made available to retail clients (as defined in COBS 3.4) in the UK. Potential investors
should read the whole of this document, in particular the "Risks relating to Additional Tier 1 Notes" set out on
pages 49 to 63 and "Restrictions on marketing, sales and resales of Additional Tier 1 Notes to Retail Investors"
set out on pages 78 and 79.
3



Arranger and Dealer
UNICREDIT BANK AG
The date of this Base Prospectus is 10 May 2023.
4



Contents
Page
General Description of the Programme ............................................................................................... 6
Risk Factors ......................................................................................................................................... 23
Important Information ........................................................................................................................... 77
Responsibility Statement, Third Party Information and Experts' Reports.......................................... 87
Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades) . 88
Stabilisation.......................................................................................................................................... 93
Documents Incorporated by Reference .............................................................................................. 94
Form of the Notes ................................................................................................................................ 97
Applicable Final Terms for Notes with a Denomination of less than 100,000 ................................. 100
Applicable Final Terms for Notes with a Denomination of at least 100,000 .................................... 124
Applicable Pricing Supplement ........................................................................................................ 148
Terms and Conditions for the Notes in Global Form ..................................................................... 170
Terms and Conditions for the Dematerialised Notes ...................................................................... 238
Use of Proceeds ................................................................................................................................. 310
Description of UniCredit and the UniCredit Group ........................................................................ 311
Taxation .............................................................................................................................................. 350
Subscription and Sale and Selling Restrictions ................................................................................... 370
General Information ............................................................................................................................ 378
Annex 1 - Further Information Related to Index Linked Notes and Inflation Linked Interest Notes . 383
5


General Description of the Programme
General Description of the Programme
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes,
the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement). The Issuer and
any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and
Conditions, in which event, in the case of Notes other than Exempt Notes, and if appropriate, a new Base
Prospectus or a supplement to the Base Prospectus, will be published.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No. 2019/980 (the Delegated Regulation).
Words and expressions defined in the sections headed "Form of the Notes", "Terms and Conditions for the
Notes in Global Form" or, as the case may be, "Terms and Conditions for the Dematerialised Notes" shall
have the same meanings in this Overview.

Issuer:
UniCredit S.p.A. (UniCredit)
Issuer Legal Entity Identifier
549300TRUWO2CD2G5692
(LEI):
Description:
Euro Medium Term Note Programme
Arranger:
UniCredit Bank AG
Dealers:
UniCredit Bank AG

and any other Dealers appointed from time to time in accordance with the
Twenty-First Amended and Restated Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply with
such laws, guidelines, regulations, restrictions or reporting requirements
from time to time (see "Subscription and Sale and Selling Restrictions")
including the following restrictions applicable at the date of this Base
Prospectus.
Programme Size:
Up to 60,000,000,000 (or its equivalent in other currencies calculated as
described in the Programme Agreement) outstanding at any time. The
Issuer may increase the amount of the Programme in accordance with the
terms of the Programme Agreement.
Principal Paying Agent for
Citibank, N.A., London Branch or such other agent(s) specified in the
the Notes in Global Form:
applicable Final Terms or Pricing Supplement.
Paying Agent for the
UniCredit S.p.A.. The Issuer is entitled to appoint a different Paying Agent
Dematerialised Notes:
for the Dematerialised Notes in accordance with Condition 14 (Agents) of
the Terms and Conditions for the Dematerialised Notes.
Distribution:
Notes may be distributed by way of private or public placement and in each
case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, Notes may be
denominated in euro, Sterling, U.S. dollars, yen, Renmimbi (CNY) and any
other currency agreed between the Issuer and the relevant Dealer(s).
6


General Description of the Programme
Maturities:
The Senior Notes, Non-Preferred Senior Notes and Subordinated Notes will
have such maturities as may be agreed between the Issuer and the relevant
Dealer(s), subject to such minimum or maximum maturities as may be
allowed or required from time to time by the relevant central bank (or
equivalent body) or by any laws or regulations applicable to the Issuer or
the relevant Specified Currency.

The Senior Notes, Non-Preferred Senior Notes and Subordinated Notes
may however be issued with an Initial Maturity Date which may be
extended from time to time up to a Final Maturity Date at the option of the
holders. Please see Condition 10.9 (Extendible Notes) of the Terms and
Conditions for the Notes in Global Form and Condition 10.9 (Extendible
Notes) of the Terms and Conditions for the Dematerialised Notes.

Subject as set out herein, the Additional Tier 1 Notes will mature on the
date on which voluntary or involuntary winding up, dissolution, liquidation
or bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa)
proceedings are instituted in respect of the Issuer, in accordance with: (a) a
resolution of the shareholders' meeting of the Issuer; (b) any provision of
the by-laws of the Issuer (currently, the maturity of the Issuer is set at 31
December 2100); or (c) any applicable legal provision or any decision of
any judicial or administrative authority. Upon maturity, the Notes will
become due and payable at an amount equal to their Prevailing Principal
Amount, together with any accrued interest and any additional amounts due
pursuant to Condition 11 (Taxation) of the Terms and Conditions for the
Notes in Global Form and Condition 11 (Taxation) of the Terms and
Conditions for the Dematerialised Notes.
Unless otherwise permitted by current laws, regulations, directives and/or
the Competent Authority's requirements applicable to the issue of
Subordinated Notes and Additional Tier 1 Notes, the Subordinated Notes
and Additional Tier 1 Notes must have a minimum maturity of five years.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt Notes, a
partly-paid basis and at an issue price which is at par or at a discount to, or
premium over, par.
Form of Notes:
The Notes will be issued in bearer form, either in global form or in
dematerialised form as described in "Form of the Notes". Notes may not
be issued or sold in the United States, except in certain transactions
permitted by U.S. tax regulations.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer(s) and on redemption and will
be calculated on the basis of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer(s).
Reset Notes:
Reset Notes will, in respect of an initial period, bear interest at the initial
fixed rate of interest specified in the relevant Final Terms. Thereafter, the
fixed rate of interest will be reset on one or more date(s) specified in the
relevant Final Terms by reference to a mid-market swap rate, as adjusted
for any applicable margin, in each case, as may be specified in the relevant
Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
a) on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by
an agreement incorporating the 2006 ISDA Definitions (as
7


General Description of the Programme
published by the International Swaps and Derivatives Association,
Inc., and as amended and updated as at the Issue Date of the first
Tranche of the Notes of the relevant Series); or
b) on the basis of the reference rate set out in the applicable Final
Terms (or, in the case of Exempt Notes, Pricing Supplement).
The margin (if any) relating to such floating rate will be agreed between
the Issuer and the relevant Dealer(s) for each Series of Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a minimum
interest rate or both.
Interest on Floating Rate Notes in respect of each Interest Period, as agreed
prior to issue by the Issuer and the relevant Dealer(s), will be payable on
such Interest Payment Dates, and will be calculated on the basis of such
Day Count Fraction, as may be agreed between the Issuer and the relevant
Dealer(s).
Reference Rate Replacement:
According to Condition 6.4 of the Terms and Conditions for the Notes in
Global Form and Condition 6.4 of the Terms and Conditions for the
Dematerialised Notes, if the Issuer determines that a Benchmark Event has
occurred in relation to an Original Reference Rate, the Issuer shall
determine a Successor Reference Rate and an Adjustment Spread (if any).
If the Issuer cannot determine a Successor Reference Rate and an
Adjustment Reference Rate (if any), an Independent Adviser will be
appointed to determine an Alternative Reference Rate and an Adjustment
Spread (if any).
Such Successor Reference Rate or, failing which, an Alternative Reference
Rate (as applicable), shall replace the Original Reference Rate for all future
Interest Periods or Reset Periods.
For further information, please see Condition 6.4 of the Terms and
Conditions for the Notes in Global Note and Condition 6.4 of the Terms
and Conditions for the Dematerialised Notes.
Inflation Linked Interest
Payments of interest in respect of Inflation Linked Interest Notes will be
Notes:
calculated by reference to one or more inflation Indices as set out in
Condition 6 (Interest) of the Terms and Conditions for the Notes in Global
Note and Condition 6 (Interest) of the Terms and Conditions for the
Dematerialised Notes.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their nominal
amount and will not bear interest.
Extendible Notes:
Notes may be issued with an Initial Maturity Date which may be extended
from time to time upon the election of the holders on specified Election
Date(s) specified in the applicable Final Terms (or, in the case of Exempt
Notes, the applicable Pricing Supplement).
Other provisions in relation to
Floating Rate Notes and Index Linked Interest Notes may also have a
Floating Rate Notes and Index
maximum interest rate, a minimum interest rate or both. Interest on Floating
Linked Interest Notes:
Rate Notes and Index Linked Interest Notes in respect of each Interest
Period, as agreed prior to issue by the Issuer and the relevant Dealer(s), will
be payable on such Interest Payment Dates, and will be calculated on the
basis of such Day Count Fraction as may be agreed between the Issuer and
the relevant Dealer(s) (as indicated in the applicable Final Terms).
8


General Description of the Programme
The Notes may bear interest on a different interest basis in respect of
different interest periods. The Issuer has the option of changing the interest
basis between fixed rate and floating rate and vice versa in respect of
different periods, upon prior notification of such change in interest basis to
noteholders.
Other provisions in relation to
Cancellation of Interest Amounts
Additional Tier 1 Notes:
The Issuer may at any time elect at its full discretion to cancel (in whole or
in part) for an unlimited period and on a non-cumulative basis the Interest
Amounts otherwise scheduled to be paid on an Interest Payment Date.
Without prejudice to (i) such full discretion of the Issuer to cancel the
Interest Amounts and (ii) the prohibition to make payments on the
Additional Tier 1 Notes pursuant to any provisions of Italian law
implementing Article 141(2) of the CRD IV Directive and, if relevant, in
any other similar payment restriction provision(s) under the Relevant
Regulations, before the Maximum Distributable Amount is calculated,
payment of Interest Amounts on any Interest Payment Date must be
cancelled (in whole or, as the case may be, in part) if and to the extent that
such Interest Amounts:
(a)
when aggregated together with distributions on all other Own Funds
instruments of the Issuer (excluding Tier 2 Capital instruments) paid
or scheduled for payment in the then current financial year and any
potential write-ups exceed the amount of Distributable Items,
excluding any payments already accounted for in determining the
Distributable Items; and/or
(b)
when aggregated together with other distributions of the Issuer or the
UniCredit Group, as applicable, of the kind referred to in Article
141(2) of the CRD IV Directive and, if relevant, in any other similar
payment restriction provision(s) under the Relevant Regulations (or,
if different, any provisions of Italian law implementing Article
141(2) of the CRD IV Directive or, if relevant, such other
provision(s)) and the amount of any write-up (if applicable), would,
if paid, cause the Maximum Distributable Amount (if any) then
applicable to the Issuer and/or the UniCredit Group to be exceeded;
and/or
(c)
are required to be cancelled (in whole or in part) by an order to the
Issuer from the Competent Authority.
Interest shall also be cancelled if a Contingency Event occurs, as set out in
Condition 8.1 (Loss absorption) of the Terms and Conditions for the Notes
in Global Form and Condition 8.1 (Loss absorption) of the Terms and
Conditions for the Dematerialised Notes.
See Condition 7.1 (Cancellation of Interest Amounts) of the Terms and
Conditions for the Notes in Global Form and Condition 7.1 (Cancellation
of Interest Amounts) of the Terms and Conditions for the Dematerialised
Notes.
Distributable Items means, subject as otherwise defined in the Relevant
Regulations from time to time:
(a)
an amount equal to the Issuer's profits at the end of the financial year
immediately preceding the financial year in which the relevant
Interest Payment Date falls plus any profits brought forward and
reserves available for that purpose before distributions to holders of
9


General Description of the Programme
Own Funds instruments (which, for the avoidance of doubt, excludes
any such distributions paid or made on Tier 2 instruments or any such
distributions which have already been provided for, by way of
deduction, in calculating the amount of Distributable Items); less
(b)
an amount equal to any losses brought forward, profits which are
non-distributable pursuant to applicable Italian law or the by-laws of
the Issuer from time to time and sums placed to non-distributable
reserves in accordance with applicable Italian law or the by-laws of
the Issuer from time to time,
those profits, losses and reserves being determined on the basis of the
Issuer's non-consolidated accounts.
Maximum Distributable Amount means any applicable maximum
distributable amount relating to the Issuer and/or the UniCredit Group, as
the case may be, required to be calculated in accordance with the CRD IV
Directive and/or any other Relevant Regulation(s) (or any provision of
Italian law transposing or implementing the CRD IV Directive and/or, if
relevant, any other Relevant Regulation(s)).
Calculation of Interest Amount in case of Write-Down
Subject to Condition 7.1 (Cancellation of Interest Amounts) of the Terms
and Conditions for the Notes in Global Form and Condition 7.1
(Cancellation of Interest Amounts) of the Terms and Conditions for the
Dematerialised Notes, in the event that a Write-Down occurs during an
Interest Period, any accrued and unpaid interest shall be cancelled pursuant
to Condition 8.1 (Loss absorption) of the Terms and Conditions for the
Notes in Global Form and Condition 8.1 (Loss absorption) of the Terms
and Conditions for the Dematerialised Notes and the Interest Amount
payable on the Interest Payment Date immediately following such Interest
Period shall be calculated in accordance with Condition 6.3(f)
(Determination of Rate of Interest and calculation of Interest Amounts) of
the Terms and Conditions for the Notes in Global Form and Condition
6.3(f) (Determination of Rate of Interest and calculation of Interest
Amounts) of the Terms and Conditions for the Dematerialised Notes,
provided that the Day Count Fraction shall be determined as if the Interest
Period started on, and included, the Write-Down Effective Date.
Calculation of Interest Amount in case of Write-Up
Subject to Condition 7.1 (Cancellation of Interest Amounts) of the Terms
and Conditions for the Notes in Global Form and Condition 7.1
(Cancellation of Interest Amounts) of the Terms and Conditions for the
Dematerialised Notes, in the event that a Write-Up occurs during an Interest
Period, the Interest Amount payable on the Interest Payment Date
immediately following such Interest Period shall be calculated as the sum
(rounding the resulting figure to the nearest cent, with half a cent being
rounded upwards) of the following:
(a)
the product of the applicable Rate of Interest, the Prevailing Principal
Amount before such Write-Up, and the Day Count Fraction
(determined as if the Interest Period ended on, but excluded, the date
of such Write-Up); and
(b)
the product of the applicable Rate of Interest, the Prevailing Principal
Amount after such Write-Up, and the Day Count Fraction
(determined as if the Interest Period started on, and included, the date
of such Write-Up).
10


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