Obligation UniCred 0% ( IT0005356602 ) en EUR

Société émettrice UniCred
Prix sur le marché 100 %  ⇌ 
Pays  Italie
Code ISIN  IT0005356602 ( en EUR )
Coupon 0%
Echéance 31/01/2024 - Obligation échue



Prospectus brochure de l'obligation UniCredit IT0005356602 en EUR 0%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 1 000 000 000 EUR
Description détaillée UniCredit est une banque italienne multinationale offrant une large gamme de services bancaires de détail, de gestion de patrimoine et d'investissement en Europe centrale et orientale, en Italie et dans certaines régions d'Europe occidentale.

Une obligation italienne émise par UniCredit (ISIN : IT0005356602), d'une valeur nominale totale de 1 000 000 000 EUR, avec un taux d'intérêt de 0%, une taille minimale d'achat de 100 000 EUR, une maturité au 31/01/2024, une fréquence de paiement de 4, a atteint sa maturité et a été intégralement remboursée à son prix nominal de 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 OBG 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") guaranteed by UniCredit
OBG 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 instructions of the Bank of Italy set
out in Part III, Chapter 3 of the "Disposizioni di Vigilanza per le Banche" (Circolare No. 285 of 17 December 2013), 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, subject to increase as provided for under the Dealer
Agreement.
The OBG issued under the Programme will have a minimum denomination of 100,000 and integral multiples of 1,000 in excess thereof or such other higher denomination as may be specified in the
relevant Final Terms.
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 has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF" ), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The
CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of either the Issuer, the OBG Guarantor or the quality of the OBG that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the
OBG.
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 6 (4) of the Luxembourg law on prospectuses for securities of 16 July 2019.
Application has also been made to the Luxembourg Stock Exchange for the 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 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 2014/65/EU 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 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).
This Prospectus is valid for a period of 12 months from the date of its approval. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in
this Prospectus which is capable of affecting the assessment of the OBG, prepare a supplement to this Prospectus. The obligation to prepare a supplement to this Prospectus in the event of any significant new
factor, material mistake or inaccuracy does not apply when the Prospectus is no longer valid. The validify of this Prospectus ends upon expiration on 7 June 2022.
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 with registered office at 42 Avenue JF
Kennedy, L-1855 Luxembourg, Luxembourg ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System with registered office at 1 Boulevard du Roi Albert II, B-
1210, Brussels, Belgium ("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 13 August 2018, 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 Moody's Investors Service ("Moody's" or the "Rating Agency",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 (i) issued by a credit rating agency established in the European Economic Area ("EEA") and registered under Regulation (EC) No 1060/2009
on credit rating agencies as amended from time to time (the "EU CRA Regulation") or by a credit rating agency which is certified under the EU CRA Regulation and/or (ii) issued or endorsed by a credit
rating agency established in the United Kingdom (the "UK") and registered under Regulation (EC) No 1060/2009 on credit rating agencies, as it forms part of domestic law of the United Kingdom by virue
of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation" and, together with the EU CRA Regulation, the "CRA Regulations") or by a credit rating agency which is certified under the UK
CRA Regulation will be disclosed in the relevant Final Terms. 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 EU CRA Regulation or (i) the rating is provided by a credit rating agency not established in the EEA is endorsed by a credit rating agency established
in the EEA and registered under the EU CRA Regulation or (ii) the rating is provided by a credit rating agency not established in the EEA which is certified under the EU 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 (1) 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 (2) the rating is provided
by a credit rating agency not established in the UK which is certified under the UK CRA RegulationThe European Securities and Markets Authority ("ESMA")is obliged to maintain on its website
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs a list of credit rating agencies registered and certified under the EU CRA Regulation (and such registration has not been withdrawn or
suspended).
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.
Important ­ EEA Retail Investors. If the Final Terms in respect of any OBG includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the OBG 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 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 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 OBG or otherwise making them
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available to retail investors in the EEA has been prepared and therefore offering or selling the OBG or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
Important ­ UK Retail Investors - If the Final Terms in respect of any OBG includes a legend entitled "Prohibition of Sales to UK Retail Investors", the OBG 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 (the "EUWA"); or (ii)
a customer within the meaning of the provisions of the Financial Services and Markets Act, 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
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. 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 OBG or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the OBG or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
Amounts payable under the OBG may be calculated by reference to EURIBOR or LIBOR, in each case as specified in the relevant Final Terms. As at the date of this Prospectus, the European Money
Markets Institute ("EMMI" as administrator of EURIBOR) is included in the ESMA's register of administrators and benchmarks established and maintained pursuant to article 36 of Regulation (EU)
2016/1011 (the "the BMR"). As at the date of this Prospectus, ICE Benchmark Administration Limited ("IBA", as administrator of LIBOR does not appear on the register of administrators and benchmarks
established and maintained by the ESMA pursuant to article 36 of the BMR. As far as the Issuer is aware, the transitional provisions in Article 51 of the BMR apply, such that IBA is not currently required to
obtain authorisation or registration (or, if located outside the EEA, recognition, endorsement or equivalence).
MiFID II product governance / target market. The Final Terms in respect of any OBG will include a legend entitled "MIFID II product governance / Professional investors and ECPs only target market"
which will outline the target market assessment in respect of the OBG and which channels for distribution of the OBG are appropriate. Any person subsequently offering, selling or recommending the OBG
(a "distributor") should take into consideration the target market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
OBG (by either adopting or refining the target market assessment) and determining the appropriate distribution channels.
A determination will be made in relation to each issue on whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any OBG is a manufacturer in respect of such OBG. Otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules. The OBG may not be a suitable investment for all investors.
UK MiFIR product governance / target market ­ The Final Terms in respect of any OBG will include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment
in respect of the OBG and which channels for distribution of the OBG are appropriate. Any person subsequently offering, selling or recommending the OBG (a "distributor") should take into consideration
the target market assessment; however, a distributor subject to UK MiFIR product governance rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the OBG (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR product governance rules set out in the UK MiFIR Product Governance Rules, any Dealer subscribing
for any OBG is a manufacturer in respect of such OBG, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR
Product Governance Rules.
Sole Arranger
UniCredit Bank AG
Dealer
UniCredit Bank AG
The date of this Prospectus is 7 June 2021.
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This Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus
Regulation 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 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 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 makes any representation, expressed 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 the financial condition or affairs of the Issuer or the
3



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.
No third party information is included in this Prospectus, except for the rating information
set out in the section headed "Credit Ratings" in the "Description of the Issuer" of this
Prospectus. 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 sources of such information are the following rating agency: Fitch Italia Società Italiana
per il Rating S.p.A. ("Fitch"), Moody's and S&P Global Ratings ("S&P").
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 statement or report attributed to a person as an expert is included in this Prospectus,
except for the reports of the auditors of the Issuer and the OBG Guarantor who have audited
the consolidated financial statements of the UniCredit Group and each of the financial
statements of the Issuer and the OBG Guarantor for the financial year ended on 31
December 2020 and 31 December 2019.
For further information please see, respectively, the section headed "Auditors" in the
"General Information" of this Prospectus.
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 Guarantor is correct at any time subsequent to the date hereof or that any other
4



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, subject to certain exceptions, OBG may not be offered
or sold within the United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act ("Regulation S")). 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
5



the contrary in the applicable Final Terms, no action has 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 OBG, 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.
Neither the Issuer, the Sole Arranger and the Dealer makes any representation as to the
suitability of any Green OBG, Social OBG or Sustainability OBG (each as defined herein)
to fulfil any green, social or sustainability criteria required by any prospective investors. If
any Green OBG, Social OBG or Sustainability OBG will be admitted to listing (including
the listing or admission to trading thereof on any dedicated `green', `social', `sustainable' or
other equivalently-labelled segment of any stock exchange or securities market), no
representation or assurance is given by the Issuer, the Sole Arranger or the Dealer that such
listing or admission satisfies any present or future investor expectations or requirements as
regards any investment criteria or guidelines with which such investor or its investments are
required to comply. The Sole Arranger and the Dealer have not undertaken, nor are they
responsible for, any assessment of any sustainability bond framework or any eligible green,
social or sustainable projects, any verification of whether such projects meet the criteria set
out in such sustainability bond framework or the monitoring of the use of proceeds of any
Green OBG, Social OBG or Sustainability OBG. Investors should refer to the Issuer's
Sustainability Bond Framework (as defined below) which the Issuer may publish from time
to time, any second party opinion delivered in respect thereof, and any public reporting by
or on behalf of the Issuer in respect of the application of the proceeds of any issue of Green
OBG, Social OBG or Sustainability OBG for further information. Any such green, social or
sustainability framework and/or second party opinion and/or public reporting ­ which will
be made available in the "Investors" section of the Issuer's website ­ will not be
incorporated by reference in this Prospectus and neither the Sole Arranger nor the Dealer
makes any representation as to the suitability or contents thereof.
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
6



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) "$" or "U.S. Dollar" are to the currency of the Unites States of America; (iii)
"Italy" are to the Republic of Italy; (iv) laws and regulations are, unless otherwise specified,
to the laws and regulations of Italy; and (v) "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.
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.
7




TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................. 9
RISK FACTORS ........................................................................................................................... 61
STRUCTURE DIAGRAM ......................................................................................................... 124
DOCUMENTS INCORPORATED BY REFERENCE .............................................................. 125
DESCRIPTION OF THE ISSUER ............................................................................................. 132
DESCRIPTION OF THE PORTFOLIO ­ THE CREDIT AND COLLECTION POLICIES .... 181
DESCRIPTION OF THE OBG GUARANTOR ......................................................................... 203
DESCRIPTION OF THE ASSET MONITOR ........................................................................... 207
CREDIT STRUCTURE .............................................................................................................. 209
ACCOUNTS AND CASH FLOWS ........................................................................................... 221
USE OF PROCEEDS .................................................................................................................. 235
DESCRIPTION OF THE TRANSACTION DOCUMENTS ..................................................... 236
SELECTED ASPECTS OF ITALIAN LAW ............................................................................. 255
TERMS AND CONDITIONS OF THE OBG ............................................................................ 270
RULES OF THE ORGANISATION OF THE OBG HOLDERS ............................................... 309
FORM OF FINAL TERMS ........................................................................................................ 330
TAXATION IN THE REPUBLIC OF ITALY ........................................................................... 350
LUXEMBOURG TAXATION .................................................................................................... 362
SUBSCRIPTION AND SALE .................................................................................................... 365
GENERAL INFORMATION ...................................................................................................... 371
INDEX OF DEFINED TERMS .................................................................................................. 376






8



GENERAL DESCRIPTION OF THE PROGRAMME
This section constitutes a general description of the Programme for the purposes of article
25 (1) of Commission Delegated Regulation (EU) 2019/980 implementing the Prospectus
Regulation. As such the following overview does not purport to be complete and is
qualified in its entirety by the remainder of this Prospectus and, in relation to the terms
and conditions of any Series or Tranche, the applicable Final Terms. Prospective
purchasers of OBG should carefully read the information set out elsewhere in this
Prospectus prior to making an investment decision in respect of the OBG. In this section,
references to a numbered condition are to such condition in the section headed "Terms and
Conditions of the OBG" below.
Certain terms used in this section, but not defined, may be found in other sections of this
Prospectus, unless otherwise stated. An index of defined terms is contained in the section
headed "Index of Defined Terms" commencing on pag. 345.
1
The Principal Parties
Issuer
UniCredit S.p.A. (the "Issuer" or "UniCredit") is a
bank organised and existing under the laws of the
Republic of Italy, whose registered office is at Piazza
Gae Aulenti, 3 Tower A, 20154 Milan, Italy with
Fiscal Code, VAT number and registration number
with the companies' register of Rome 00348170101
and registered with the Bank of Italy pursuant to
Article 13 of Italian legislative decree No. 385 of 1
September 1993 (the "Banking Law") under number
02008.1, parent company of the "Gruppo Bancario
UniCredit" registered with the register of banking
groups held by the Bank of Italy pursuant to Article 64
of the Banking Law under number 02008.1 (the
"UniCredit Banking Group" or the "Group" or the
"UniCredit Group"), member of the Fondo
Interbancario di Tutela dei Depositi and the Fondo
Nazionale di Garanzia. See "Description of the
Issuer", below.
Legal Entity Identifier of the
549300TRUWO2CD2G5692
Issuer
Website of the Issuer
https://www.unicreditgroup.eu
Information appearing on the Issuer's website does
not form part of this Prospectus, unless such
information is incorporated by reference into this
Prospectus.
OBG Guarantor
UniCredit OBG S.r.l. (the "OBG Guarantor") is a
limited liability company incorporated in the Republic
of Italy under Article 7-bis of Italian law No. 130 of
9



30 April 1999 (disposizioni sulla cartolarizzazione dei
crediti), as amended from time to time (the "Law
130"). The OBG Guarantor is registered with the
companies' register of Verona under number
04064320239. The registered office of the OBG
Guarantor is at Piazzetta Monte, 1, I-37121 Verona,
Italy and its tax identification number (codice fiscale)
is 04064320239. The OBG Guarantor is subject to
UniCredit S.p.A.'s management and coordination
activity (soggetta all'attività di direzione e
coordinamento) and belongs to the UniCredit Banking
Group.
The issued capital of the OBG Guarantor is equal to
10,000, 60 per cent. owned by UniCredit and 40 per
cent. owned by SVM Securitisation Vehicles
Management S.r.l. (the "Shareholder" or "SVM")),
an Italian limited liability company (società a
responsabilità limitata), with registered office at Via
Vittorio Alfieri, 1, I-31015 Conegliano (Treviso),
Italy.
See "Description of the OBG Guarantor", below.
Legal Entity Identifier of the
8156002B929020A90676
OBG Guarantor
Seller
UniCredit is the seller (in such capacity, the "Seller").
See "Description of the Issuer", below.

Pursuant to the terms of a master transfer agreement
dated 13 January 2012 as amended from time to time
(the "Master Transfer Agreement") between the
OBG Guarantor and the Seller, the Seller (a) sold an
initial portfolio comprising Residential Mortgage
Receivables (the "Initial Portfolio") to the OBG
Guarantor and (b) agreed the terms upon which it may
assign and transfer Assets and/or Integration Assets
(in each case as defined below) satisfying the Criteria
(as defined below) to the OBG Guarantor from time to
time, on a revolving basis in the cases and subject to
the limits referred to in section "Creation and
administration of the Portfolio" below.
Subordinated Loan Provider
UniCredit is the subordinated loan provider (in such
capacity, the "Subordinated Loan Provider")
pursuant to the terms of a subordinated loan
agreement dated 13 January 2012 as amended from
time to time (the "Subordinated Loan Agreement")
between the OBG Guarantor, the Representative of

10


Document Outline