Obligation UniCred 3.625% ( XS0592628746 ) en EUR

UniCred

100 % ▼

Italie

XS0592628746 ( en EUR )

3.625% par an ( paiement annuel )

21/08/2013 - Obligation échue

Prospectus brochure de l'obligation UniCredit XS0592628746 en EUR 3.625%, échue

100 000 EUR

1 250 000 000 EUR

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.

L'obligation UniCredit (XS0592628746), émise en Italie pour un montant total de 1 250 000 000 EUR, avec un taux d'intérêt de 3,625%, échéant le 21/08/2013 et remboursée à 100% à maturité, avec une taille minimale d'achat de 100 000 EUR et une fréquence de paiement annuelle, est arrivée à échéance.

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 (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 (Bearer Notes). 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 of the Notes are set out herein in "Terms and Conditions of the 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, 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 7 June 2023.

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 "Terms and Conditions
of the 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.bourse.lu). 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 of the 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
(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
of the 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.
Certain information under the heading "Book Entry Clearance Systems" has been extracted from information
provided by the clearing systems referred to therein. UniCredit confirms that such information has been accurately
reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant
clearing systems, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
The information relating to each of Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking S.A.
(Clearstream, Luxembourg) has been accurately reproduced from information published by each of Euroclear
and Clearstream, Luxembourg respectively. So far as UniCredit is aware and is able to ascertain from information
published by the Clearing Systems, 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
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
2

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
below). 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 Benchmarks Regulation.
As far as the Issuer is aware, CPI and HICP do not fall within the scope of the 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 50 to 62 and "Restrictions on marketing, sales and resales of Additional Tier 1 Notes to Retail Investors"
set out on page 75.
Arranger and Dealer
UNICREDIT BANK AG
The date of this Base Prospectus is 7 June 2022.
3

Contents
Page
General Description of the Programme ............................................................................................... 5
Risk Factors ......................................................................................................................................... 20
Important Information ........................................................................................................................... 74
Responsibility Statement, Third Party Information and Experts' Reports.......................................... 82
Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades) . 83
Stabilisation.......................................................................................................................................... 88
Documents Incorporated by Reference .............................................................................................. 89
Form of the Notes ................................................................................................................................ 93
Applicable Final Terms for Notes with a Denomination of less than 100,000 ................................... 95
Applicable Final Terms for Notes with a Denomination of at least 100,000 .................................... 118
Applicable Pricing Supplement ........................................................................................................ 140
Terms and Conditions of the Notes .................................................................................................. 158
Use of Proceeds ................................................................................................................................. 226
Description of UniCredit and the UniCredit Group ........................................................................ 227
Taxation .............................................................................................................................................. 271
Subscription and Sale and Selling Restrictions ................................................................................... 289
General Information ............................................................................................................................ 297
Annex 1 - Further Information Related to Index Linked Notes and Inflation Linked Interest Notes . 301
4

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" or "Terms and Conditions of the
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
Nineteenth 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:
Citibank, N.A., London Branch or such other agent(s) specified in the
applicable Final Terms or Pricing Supplement.
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).
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
5

General Description of the Programme
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 10.8 (Extendible Notes) of the Terms and
Conditions of the 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 of the
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 as described in "Form of the
Notes". Notes may not be issued or sold in the United States in bearer form,
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 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).
6

General Description of the Programme

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 of the 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 of the 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 of the 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).
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
7

General Description of the Programme
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 of the Notes.
See Condition 7.1 (Cancellation of Interest Amounts) of the Terms and
Conditions of the 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
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
8

General Description of the Programme
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 of the 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
of the 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 of the 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 of the 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).
Non-cumulative interest
Interest on the Additional Tier 1 Notes is not cumulative. Interest that the
Issuer elects not to pay or is prohibited from paying will not accumulate or
compound and all rights and claims in respect of such amounts shall be
fully and irrevocably cancelled and forfeited, and no payments shall be
made nor shall any Noteholders be entitled to any payment or indemnity in
respect thereof.
No restriction following cancellation of Interest Amounts
In the event that the Issuer exercises its discretion not to pay interest or is
prohibited from paying interest on any Interest Payment Date, it will not
give rise to any contractual restriction on the Issuer making distributions or
any other payments to the holders of any securities ranking pari passu with,
or junior to, the Additional Tier 1 Notes (or, for the avoidance of doubt,
Tier 2 instruments).
Loss Absorption and Reinstatement of Principal Amount
If, at any time, the Common Equity Tier 1 Capital Ratio of the Issuer falls
below 5.125 per cent. (an Issuer Contingency Event) or the Common
Equity Tier 1 Capital Ratio of the UniCredit Group falls below 5.125 per
cent. (a Group Contingency Event) or, in each case, the then minimum
9

General Description of the Programme
trigger event ratio for loss absorption applicable to Additional Tier 1
Capital instruments specified in the Relevant Regulations (excluding any
guidelines or policies of non-mandatory application) applicable to the
Issuer and/or the UniCredit Group (each, a Contingency Event), the Issuer
shall:
(a)
immediately notify the Competent Authority of the occurrence of the
relevant Contingency Event;
(b)
as soon as reasonably practicable deliver a Loss Absorption Event
Notice to Noteholders (in accordance with Condition 17 (Notices) of
the Terms and Conditions of the Notes), the Principal Paying Agent
and the Paying Agents (provided that failure or delay in delivering a
Loss Absorption Event Notice shall not constitute a default for any
purpose or in any way impact on the effectiveness of, or otherwise
invalidate, any Write-Down);
(c)
cancel any accrued and unpaid interest up to (but excluding) the
Write-Down Effective Date; and
(d)
without delay, and in any event within one month (or such shorter
period as the Competent Authority may require) from the
determination that the relevant Contingency Event has occurred,
reduce the then Prevailing Principal Amount of each Note by the
Write-Down Amount (such reduction being referred to as a Write-
Down and Written Down being construed accordingly).
Whether a Contingency Event has occurred at any time shall be determined
by the Issuer and the Competent Authority.
For the avoidance of doubt, even if the cancellation of interest pursuant to
Condition 8.1(c) of the Terms and Conditions of the Notes would cure the
relevant Contingency Event, the relevant Write-Down shall occur in any
event and any increase in the CET1 Ratio as a result of such cancellation
shall be disregarded for the purpose of calculating the relevant Write-Down
Amount in respect of such Contingency Event.
Any Write-Down of an Additional Tier 1 Note will be effected, save as may
otherwise be required by the Competent Authority and subject as otherwise
provided in these Conditions, pro rata with the Write-Down of the other
Additional Tier 1 Notes and with the concurrent (or substantially
concurrent) write-down (or write-off) or conversion into Ordinary Shares,
as the case may be, of any Equal Loss Absorbing Instruments (based on the
prevailing amount of the relevant Equal Loss Absorbing Instrument). To
the extent possible, the write-down (or write-off) or conversion into
Ordinary Shares of any Prior Loss Absorbing Instruments will be taken into
account in the calculation of the Write Down Amount, and of the amount
of write-down (or write-off) or conversion into Ordinary Shares of any
Equal Loss Absorbing Instruments, required to cure the relevant
Contingency Event.
A Write-Down may occur on more than one occasion and the Additional
Tier 1 Notes may be Written Down on more than one occasion.
Following the giving of a Loss Absorption Event Notice which specifies a
Write-Down of the Additional Tier 1 Notes, the Issuer shall procure that:
(a)
a similar notice is, or has been, given in respect of each Loss
Absorbing Instrument (in accordance with, and to the extent required
by, its terms); and
10

Document Outline

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#41">The Group and the Issuer operate in a stringent and detailed regulatory context and are subject to the supervision by the competent supervisory authorities (i.e. ECB, Bank of Italy, CONSOB). Either the regulatory framework and the supervision activity...
#41">Notwithstanding the Issuer undertakes to comply with all the applicable statutory provisions, the risk of non-compliance with different legal and regulatory requirements, could lead to additional legal risk and financial losses, as a result of regulat...
#41">The banking and financial regulatory framework to which the Group is subject is extremely stringent and detailed. The Issuer is also subject to the supervision by the competent supervisory authorities, including ECB, Bank of Italy and CONSOB.
#41">Failure to observe any of the legal and regulatory provisions currently in force or any changes relating to the interpretation of the applicable legislation by the competent authorities could negatively impact the operating results and capital and fin...
#68">If so specified in the relevant Final Terms, the Issuer may issue Notes under the Programme described as Green Bonds, Social Bonds and Sustainability Bonds (each as defined in the Use of ProceedsŽ section of this Base Prospectus) in accordance with t...
#68">In such a case, prospective investors should have regard to the information set out at "Reasons for the Offer, estimated net proceeds and total expenses" in the applicable Final Terms and must determine for themselves the relevance of such information...
#68">Furthermore, it should be noted that there is currently no clearly established definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes, respectively "green" or a "social" or a "sustainable" project or as to what pre...
#68">Even if a definition or market consensus as to what constitutes, a greenŽ or sustainableŽ or an equivalently-labelled project or as to what precise attributes are required for a particular project to be defined as greenŽ or sustainableŽ or such ot...
#69">Furthermore, it should be noted that in connection with the issue of Green Bonds, Social Bonds and Sustainability Bonds, the Issuer may request a sustainability rating agency or sustainability consulting firm to issue a second-party opinion confirming...
#69">A withdrawal of the Second-party Opinion may affect the value of such Green Bonds, Social Bonds or Sustainability Bonds and/or may have consequences for certain investors with portfolio mandates to invest in green or social or sustainable assets. The ...
#69">In the event that any Green Bond, Social Bond or Sustainability Bond are listed or admitted to trading on any dedicated greenŽ, environmentalŽ, socialŽ or sustainableŽ or other equivalently labelled segment of any stock exchange or securities mark...
#69">While it is the intention of the Issuer to apply an amount equivalent to the proceeds of Social Bonds, Green Bonds or Sustainability Bonds in, or substantially in, the manner described in the applicable Final Terms, there can be no assurance that the ...
#70">Any such event or failure to apply the proceeds of the issue of the Notes for any green, social or sustainable projects as aforesaid may have a material adverse effect on the value of the Notes and/or result in adverse consequences for, amongst others...
#70">In addition, Green Bonds, Social Bonds or Sustainability Bonds may also qualify as Own Funds or eligible liabilities. The fact that Notes which qualify as Own Funds or eligible liabilities (which may include, for the avoidance of doubt, Senior Notes, ...
- #159">1. FORM, DENOMINATION AND TITLE
- #160">2. Status of the Senior Notes
- #160">3. Status of the Non-Preferred Senior Notes
- #161">4. STATUS OF THE SUBORDINATED NOTES
- #162">5. STATUS OF ADDITIONAL TIER 1 NOTES
- #163">6. Interest
  - #164">6.1 Interest on Fixed Rate Notes
  - #166">6.2 Interest on Reset Notes
  - #168">6.3 Interest on Floating Rate Notes and Inflation Linked Interest Notes
- #182">This Condition 6.3(h) does not apply to Notes linked to SOFR.
  - #183">6.4 Reference Rate Replacement
  - #189">6.5 Inflation Linked Interest Note Provisions
  - #194">6.6 Exempt Notes
- #194">7. INTEREST AND INTEREST CANCELLATION IN RESPECT OF ADDITIONAL TIER 1 NOTES
  - #197">Maximum Write-Up Amount has the meaning given to it in Condition 8.3;
  - #197">Own Funds has the meaning given to such term (or any equivalent or successor term) in the Relevant Regulations;
  - #197">Prevailing Principal Amount in respect of an Additional Tier 1 Note on any date, means the Initial Principal Amount of such Additional Tier 1 Note as reduced from time to time (on one or more occasions) pursuant to a Write-Down and/or reinstated from...
  - #197">Tier 1 Capital has the meaning given to such term (or any other equivalent or successor term) in the Relevant Regulations;
  - #197">Tier 2 Capital has the meaning given to such term (or any other equivalent or successor term) in the Relevant Regulations;
  - #197">Write-Down has the meaning given to such term in Condition 8.1;
  - #197">Write-Down Amount has the meaning given to such term in Condition 8.1;
  - #197">Write-Down Effective Date has the meaning given to such term in Condition 8.1;
  - #197">Write-Up has the meaning given to such term in Conditions 8.3;
  - #197">Write-Up Notice has the meaning given to such term in Conditions 8.3; and
  - #197">Written-Down Additional Tier 1 Instrument means an instrument (other than the Additional Tier 1 Notes) issued directly or indirectly by the Issuer or, as applicable, any member of the UniCredit Group, and qualifying as Additional Tier 1 Capital of th...
- #197">This Condition 8 applies only to Additional Tier 1 Notes. The application of Condition 6 to Additional Tier 1 Notes is subject to this Condition 8.
  - #198">Loss Absorption Event Notice means a notice which specifies that a Contingency Event has occurred, the Write-Down Amount (as a percentage of the Initial Principal Amount resulting in a pro rata decrease in the Prevailing Principal Amount of each Addit...
    - #199">(A) the requirement that a Write-Down of the Additional Tier 1 Notes shall be effected pro rata with the write-down (or write-off) or conversion into Ordinary Shares, as the case may be, of any such Loss Absorbing Instruments shall not be construed as...
    - #199">(B) for the purposes of calculating the Write-Down Amount, the Full Loss Absorbing Instruments will be treated (for the purposes only of determining the write-down (or write-off) of principal or conversion into Ordinary Shares, as the case may be, amo...
    - #200">The Maximum Write-Up Amount means:
  - #201">Common Equity Tier 1 Capital, at any time, has the meaning given to such term (or any other equivalent or successor term) in the Relevant Regulations taking into account any applicable transitional provisions under the Relevant Regulations;
  - #201">Common Equity Tier 1 Capital Ratio means, at any time, the ratio of the Common Equity Tier 1 Capital of the Issuer or the UniCredit Group, as the case may be, divided by the Risk Weighted Assets of the Issuer or the UniCredit Group (as applicable) at...
  - #201">Consolidated Net Income means the consolidated net income of the UniCredit Group, as calculated and set out in the most recent published audited annual consolidated accounts of the UniCredit Group, as approved by the Issuer;
  - #201">Equal Loss Absorbing Instrument means:
    - #201">(a) in respect of an Issuer Contingency Event, at any time, any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument ra...
    - #201">(b) in respect of a Group Contingency Event, at any time, any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument rank...
  - #202">Group Contingency Event has the meaning given to such term in Condition 8.1;
  - #202">Initial Principal Amount means, in respect of an Additional Tier 1 Note, or as the case may be, a Written-Down Additional Tier 1 Instrument, the principal amount of such Additional Tier 1 Note or Written-Down Additional Tier 1 Instrument, as at the I...
  - #202">Issuer Contingency Event has the meaning given to such term in Condition 8.1;
  - #202">Loss Absorbing Instrument means an Equal Loss Absorbing Instrument and/or a Prior Loss Absorbing Instrument, as applicable.
  - #202">Loss Absorption Event Notice has the meaning given to such term in Condition 8.1;
  - #202">Ordinary Shares means the ordinary shares of the Issuer;
  - #202">Prior Loss Absorbing Instrument means;
    - #202">(a) in respect of an Issuer Contingency Event, at any time, any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument ra...
    - #202">(b) in respect of a Group Contingency Event, at any time: (i) any instrument (irrespective of whether such instrument is included in the Tier 1 Capital or Tier 2 Capital of the Issuer or the UniCredit Group and irrespective of whether such instrument ...
- #203">9. PAYMENTS
  - #203">9.1 Method of payment
  - #203">9.2 Payments Subject to Fiscal and Other Laws
  - #204">9.3 Presentation of definitive Bearer Notes, Receipts and Coupons
  - #204">9.4 Payments in respect of Bearer Global Notes
  - #204">9.5 Specific provisions in relation to payments in respect of certain types of Exempt Notes
  - #205">9.6 General provisions applicable to payments
  - #205">9.7 Payment Day
  - #206">9.8 RMB Currency Event
  - #207">9.9 Interpretation of principal and interest
- #207">10. REDEMPTION AND PURCHASE
  - #207">10.1 Redemption at maturity
  - #208">10.2 No fixed redemption for the Additional Tier 1 Notes
  - #208">10.3 Redemption for tax reasons
    - #208">(a) In the case of Additional Tier 1 Notes only, the part of the interest payable by the Issuer under the Notes that is tax-deductible by the Issuer for the Tax Jurisdiction purposes is reduced, or the Issuer has or will become obliged to pay additio...
      - #208">(i) which change or amendment:
      - #209">(ii) which obligation cannot be avoided by the Issuer taking reasonable measures available to it;
    - #209">(b) in the case of any Note other than Additional Tier 1 Notes (i) on the occasion of the next payment due under the Notes (in the case of Subordinated Notes, in respect of payments of interest only), the Issuer has or will become obliged to pay addi...
  - #209">10.4 Redemption for regulatory reasons (Regulatory Call)
  - #210">10.5 Redemption at the option of the Issuer (Issuer Call)
  - #212">10.6 Issuer Call Due to MREL or TLAC Disqualification Event
  - #214">10.7 Early Redemption Amounts
  - #215">10.8 Extendible Notes
  - #215">10.9 Specific redemption provisions applicable to certain types of Exempt Notes
  - #215">10.10 Purchases
  - #215">10.11 Cancellation
  - #216">10.12 Late payment on Zero Coupon Notes
  - #216">10.13 Index Linked Notes and other Structured Notes
  - #216">10.14 Italian Civil Code
  - #216">10.15 Conditions to Early Redemption and Purchase of Subordinated Notes and Additional Tier 1 Notes
  - #216">Any redemption or purchase of Subordinated Notes or Additional Tier 1 Notes in accordance with Conditions 10.2, 10.3, 10.4, 10.5 or 10.10 or Condition 18 (including, for the avoidance of doubt, any modification or variation in accordance with Conditio...
  - #217">10.16 Conditions to Redemption and Purchase of Senior Notes and Non-Preferred Senior Notes
- #218">11. Taxation
- #219">12. PRESCRIPTION
- #219">13. Events of Default
  - #219">13.1 Events of Default relating to Senior Notes and Non-Preferred Senior Notes
  - #220">13.2 Events of Default relating to Subordinated Notes and Additional Tier 1 Notes
- #220">14. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS
- #220">15. AGENTS
- #221">16. EXCHANGE OF TALONS
- #221">17. Notices
- #221">18. Meetings of Noteholders, Modification, Waiver and Substitution
- #224">19. Further Issues
- #224">20. GOVERNING LAW AND SUBMISSION TO JURISDICTION
  - #224">20.1 Governing law
  - #224">20.2 Submission to jurisdiction
  - #224">20.3 Waiver of trial by jury
  - #225">20.4 Non-exclusivity
- #225">21. Contractual Recognition of Statutory Bail-In Powers
  - #244">(2) BBB: indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity (Source: Fitch).
  - #244">Note: A "+" or "…" may be appended to a rating to denote relative status within a major rating category. Such suffixes are not added to the AAA rating category, to categories below CCC, or to Short-Term Credit Ratings other than F1 (Source: Fitch).
  - #245">(6) Outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in economic and/or fundamental business co...
- #261">Claims in relation to a syndicated loan
- #265">Labour-related litigation
- #265">Lawsuits filed against UniCredit S.p.A. by members of the former Cassa di Risparmio di Roma Fund