Obbligazione UniCred 1.625% ( XS2021993212 ) in EUR

UniCred

100 EUR ▲

Italia

XS2021993212 ( in EUR )

1.625% per anno ( pagato 1 volta l'anno)

03/07/2025

Prospetto opuscolo dell'obbligazione UniCredit XS2021993212 en EUR 1.625%, scadenza 03/07/2025

250 000 EUR

750 000 000 EUR

03/07/2025 ( In 41 giorni )

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 UniCred ( Italy ) , in EUR, with the ISIN code XS2021993212, pays a coupon of 1.625% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 03/07/2025

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 2002/92/EC (as amended, the Insurance
Mediation 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 Directive 2003/71/EC (as amended, the
Prospectus Directive). 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.
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.

1 July 2019
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 Fixed to Floating Rate Callable Non-Preferred Senior Notes due July 2025
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 5 June 2019 which constitutes a base prospectus for the
purposes of the Prospectus Directive (the Base Prospectus). This document constitutes the Final Terms of the
Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only
available on the basis of the combination of these Final Terms and the Base Prospectus. 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 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:
675
(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:
99.719 per cent. of the Aggregate Nominal Amount
5.
Specified Denominations:
250,000 and integral multiples of 1,000 in excess
thereof up to and including 499,000. No Notes in
definitive form will be issued with a denomination
above 499,000
(a)
Calculation Amount:
1,000
6.
Issue Date:
3 July 2019
(a)
Interest Commencement Date:
3 July 2019
7.
Maturity Date:
3 July 2025 (subject to the exercise of the Issuer Call)
8.
Interest Basis:
1.625 per cent. per annum Fixed Rate in respect of the
period from, and including, the Interest Commencement
Date to, but excluding, the Optional Redemption Date

3 month EURIBOR plus 190 bps per annum Floating
Rate in respect of the period from, and including, the
Optional Redemption Date to, but excluding, the
Maturity Date (if not called before)

(further particulars specified below)
9.
Redemption/Payment Basis:
100 per cent.
10.
Change of Interest Basis:
Optional Redemption Date
The initial Interest Basis shall be Fixed Rate until the
Optional Redemption Date
The Interest Basis subsequent to the Optional
Redemption Date shall be Floating Rate
See paragraphs 13 and 15 below
11.
Call Options:
Issuer Call
Issuer Call due to MREL or TLAC Disqualification
Event

(see paragraphs 20 and 22 below)
12.
Status of the Notes:
Non-Preferred Senior
(a)
Date of Board approval for
13 December 2018
issuance of Notes

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions:
Applicable
(a)
Rate(s) of Interest:
For the period from and including the Issue Date to but
excluding the Optional Redemption Date (the Fixed
Rate Interest), 1.625 per cent. per annum payable in
arrear on each Interest Payment Date
(b)
Interest Payment Date(s):
3 July in each year up to and including 3 July 2024
(c)
Business Day Convention:
Following Business Day Convention (Unadjusted)
(d)
Fixed Coupon Amount(s):
16.25 per Calculation Amount
(e)
Broken Amount(s):
Not Applicable
(f)
Day Count Fraction:
Actual/Actual (ICMA)
(g)
Determination Date[s]:
3 July in each year
14.
Reset Note Provisions:
Not Applicable
15.
Floating Rate Note Provisions:
Applicable
(a)
Specified
Period(s)/Specified
Interests payable quarterly in arrear commencing on 3
Interest Payment Dates:
October 2024 up to and including the Maturity Date (if
not called before), subject to adjustment in accordance
with the Business Day Convention set out in
subparagraph (b) below
(b)
Business Day Convention:
Modified
Following
Business
Day
Convention
(Adjusted)
(c)
Additional Business Centre(s):
TARGET2 and London
(d)
Manner in which the Rate of
Screen Rate Determination
Interest and Interest Amount are
to be determined:
(e)
Party responsible for calculating
Not Applicable
the Rate of Interest and Interest
Amount (Calculation Agent or
Principal
Paying
Agent
as
applicable):
(f)
Screen Rate Determination:

(i) Reference Rate(s):
3 month EURIBOR
(ii) Relevant Financial Centre:
Not Applicable
(iii) Interest Determination
The second day on which the TARGET2 System is open
Date(s):
prior to the start of each Interest Period

(iv) Relevant Screen Page:
Bloomberg EUR003M Index
(g)
ISDA Determination:
Not Applicable
(h)
Linear Interpolation:
Not Applicable
(i)
Difference in Rates:
Not Applicable
(j)
Margin(s):
1.90 per cent. per annum
(k)
Minimum Rate of Interest:
Not Applicable
(l)
Maximum Rate of Interest:
Not Applicable

(m)
Day Count Fraction:
Actual/360
(n)
Reference Rate Replacement:
Applicable
16.
Inflation Linked Interest Note Provisions:
Not Applicable
17.
Change of Interest Basis Provisions:
Not Applicable
18.
Zero Coupon Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
19.
Notice periods for Condition 8.2 of the
Minimum period: 5 days
Terms and Conditions for the English Law
Notes and Condition 10.3 of the Terms and
Maximum period: 90 days
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:
20.
Issuer Call:
Applicable
(a)
Optional Redemption Date(s):
3 July 2024
(b)
Optional Redemption Amount:
1,000 per Calculation Amount

(c)
Reference Bond:
Not Applicable
(d)
Quotation Time:
Not Applicable
(e)
Redemption Margin:
Not Applicable
(f)
If redeemable in part:

(i)
Minimum
Redemption
Not Applicable
Amount:
(ii)
Maximum Redemption
Not Applicable

Amount:
(g)
Notice period:
Minimum period: 15 days
Maximum period: 30 days
21.
Regulatory Call:
Not Applicable
22.
Issuer Call due to MREL or TLAC
Applicable
Disqualification Event:
23.
Final Redemption Amount:
100 per cent. per Calculation Amount
24.
Early Redemption Amount payable on
As per Condition 10.7 (Early Redemption Amounts) of
redemption:
the Terms and Conditions for the Italian Law Notes
(i)
for taxation reasons (subject to
See also paragraph 22 above
Condition 8.15 of the Terms and
Conditions for the English Law
Notes and Condition 10.16 of the
Terms and Conditions for the
Italian
Law
Notes)
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
MREL
or
TLAC
Disqualification Event (subject to
Condition 8.15 of the Terms and
Conditions for the English Law
Notes and Condition 10.16 of the
Terms and Conditions for the
Italian
Law
Notes)
as
contemplated by 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; or
(iii)
on event of default (subject to
Condition 8.15 of the Terms and
Conditions for the English Law
Notes and Condition 10.16 of the
Terms and Conditions for the
Italian Law Notes),
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:
25.
Extendible Notes:
Not Applicable

26.
RMB Currency Event:
Not Applicable
27.
Relevant Currency:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28.
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:
Yes
29.
Additional Financial Centre(s):
TARGET2 and London
30.
RMB Settlement Centre(s):
Not Applicable
31.
Talons for future Coupons to be attached
No
to Definitive Notes:

Signed on behalf of UniCredit S.p.A.:

By:

Duly authorised

By:

Duly authorised

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 professional segment of the Luxembourg Stock
Exchange's regulated market with effect from the Issue
Date.
(a)
Estimate
of
total
expenses
4,500
related to admission to trading:

2.
RATINGS
Ratings:
The Notes to be issued have been rated:
Baa3 by Moody's Investors Service España, S.A.
(Moody's);
BBB- by S&P Global Ratings Europe Limited (S&P); and
BBB by Fitch Italia Società Italiana per il Rating S.p.A.
(Fitch).
Each of Moody's, S&P and Fitch 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 (including parent company) 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.
YIELD (Fixed Rate Notes only)
Indication of yield:
1.684 per cent.
The yield is calculated at the Issue Date on the basis of the
Issue Price for the period from the Issue Date until the
Optional Redemption Date. It is not an indication of
future yield.
Since the Rate of Interest will switch from a fixed rate to a
floating rate at the Optional Redemption Date (unless the
Issuer Call is exercised), an indication of yield up to the
Maturity Date cannot be given.
5.
HISTORIC INTEREST RATES (Floating Rate Notes only)
3 months EURIBOR can be obtained from Bloomberg
6.
OPERATIONAL INFORMATION

(a)
ISIN Code:
XS2021993212
(b)
Common Code:
202199321
(c)
CUSIP:
Not Applicable
(d)
CINS:
Not Applicable
(e)
CFI:
DTFXFB, 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/1.625EMTN 20250700 S, 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
Yes. Note that the designation "yes" simply means that
which would allow Eurosystem
the Notes are intended upon issue to be deposited with
eligibility:
one of the ICSDs as common safekeeper and does not
necessarily mean that the Notes will be recognised as

eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem either upon
issue or at any or all times 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
Banca Akros S.p.A. Gruppo Banco BPM
addresses
of
Managers
Banco Santander, S.A.
(specifying Lead Manager) and
Caixa Banco de Investimento, S.A.
Deutsche Bank AG, London Branch
underwriting commitments:
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
Morgan Stanley & Co. International plc
MPS Capital Services S.p.A.
Société Générale
UniCredit Bank AG
(iii)
Date of Subscription Agreement:
1 July 2019

(iv)
Stabilisation
Manager(s)
(if
Not Applicable
any):
(v)
If non-syndicated, name and
Not Applicable
address of relevant Dealer:
(vi)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
(vii)
Prohibition of Sales to EEA
Applicable
Retail Investors:
(viii)
EU Benchmark Regulation:
Applicable: Amounts payable under the Notes are
calculated by reference to EURIBOR, which is provided
by the European Money Markets Institute.
EU
Benchmark
Regulation:
As at the date of these Final Terms, the European Money
Article
29(2)
statement
on
Markets Institute 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.