Obligation UniCred 6.375% ( XS0925177130 ) en USD

Société émettrice UniCred
Prix sur le marché 100 %  ▼ 
Pays  Italie
Code ISIN  XS0925177130 ( en USD )
Coupon 6.375% par an ( paiement semestriel )
Echéance 02/05/2023 - Obligation échue



Prospectus brochure de l'obligation UniCredit XS0925177130 en USD 6.375%, échue


Montant Minimal 200 000 USD
Montant de l'émission 750 000 000 USD
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.

L'obligation UniCredit (XS0925177130), émise en Italie pour un montant total de 750 000 000 USD, avec un coupon de 6,375%, une taille minimale d'achat de 200 000 USD et une maturité le 02/05/2023, a été remboursée à 100% à sa date d'échéance.








PROSPECTUS

UNICREDIT S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101)
and
UNICREDIT BANK IRELAND p.l.c.
(incorporated with limited liability in Ireland under registered number 240551)
and
UNICREDIT INTERNATIONAL BANK (LUXEMBOURG) S.A.
(incorporated as a public limited liability company (société anonyme) under the laws of the Grand Duchy of Luxembourg
and registered with the Luxembourg trade and companies register under number B.103.341)
unconditionally and irrevocably guaranteed by
UNICREDIT S.p.A.
in the case of Notes issued by UniCredit Bank Ireland p.l.c. and UniCredit International Bank
(Luxembourg) S.A.
60,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
Under the 60,000,000,000 Programme (the Programme) described in this document (the Prospectus),
UniCredit S.p.A. (UniCredit or the Parent), UniCredit Bank Ireland p.l.c. (UniCredit Ireland) and UniCredit
International Bank (Luxembourg) S.A. (UniCredit International Luxembourg) (each an Issuer and together
the Issuers) may from time to time issue notes (the Notes) denominated in any currency agreed between the
relevant Issuer and the relevant Dealer (as defined below). The payment of all amounts due in respect of
Notes issued by UniCredit Ireland and by UniCredit International Luxembourg (the Guaranteed Notes) will
be unconditionally and irrevocably guaranteed by UniCredit (in such capacity, the Guarantor).
Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered 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.
Notes issued under the Programme will have a minimum denomination of 1,000.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of
the Programme" 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 ongoing
basis. References in this 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.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see
"Risk Factors".
Applications have been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the laws of Luxembourg, for the approval of this document as three
base prospectuses in accordance with Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) as
amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive)
to the extent that such amendments have been implemented in a relevant Member State of the European
Economic Area) and Article 8.4 of the Luxembourg Act dated 10 July 2005 on prospectuses for securities
(the Prospectus Act 2005). The CSSF assumes no responsibility as to the economic and financial soundness
of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuers in
accordance with Article 7.7 of the Prospectus Act 2005. Application has also 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 2004/39/EC) 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 European Economic Area 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 18 of the Prospectus Directive.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price
of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as
defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the
Final Terms) which, with respect to Notes to be listed on the Official List of the Luxembourg Stock
Exchange, will be filed with the CSSF.
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 Issuers, the Guarantor and the
relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any
market.
As more fully set out in "Terms and Conditions of the Notes ­ Taxation", in the case of payments by
UniCredit as Issuer or (in the case of Guaranteed Notes) as Guarantor, 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
relevant Issuer and (in the case of Guaranteed Notes) the Guarantor 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".
Except with respect to the information set out in this Prospectus under the heading "Book Entry Clearance
Systems", each of UniCredit and (insofar as the contents of this Prospectus relate to it) UniCredit Ireland and
UniCredit International Luxembourg, having made all reasonable enquiries, confirms that this 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 Prospectus is true and accurate in all material
respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held
and that there are no other facts the omission of which would make this Prospectus or any of such
information or the expression of any such opinions or intentions misleading. UniCredit, UniCredit Ireland
and UniCredit International Luxembourg accept responsibility accordingly.
The information relating to each of the Depository Trust Company (DTC), Euroclear Bank S.A./N.V.
(Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg) has been accurately
reproduced from information published by each of DTC, Euroclear and Clearstream, Luxembourg
respectively. So far as each of UniCredit, UniCredit Ireland and UniCredit International Luxembourg 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 Issuers and the Guarantor may agree with any Dealer and the Trustee (as defined herein) that Notes may
be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a
supplement to this Prospectus, if required, will be made available which will describe the effect of the
agreement reached in relation to such Notes.
Any person (an Investor) intending to acquire or acquiring any securities from any person (an Offeror)
should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, an Issuer
may be responsible to the Investor for the Prospectus only if that Issuer is acting in association with that
Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or
not the Offeror is acting in association with an Issuer. If the Offeror is not acting in association with an
Issuer, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the
purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each EEA
Member State in the context of the offer to the public, and, if so, who that person is. If the Investor is in any
doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take
legal advice.
2


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
issued by a credit rating agency established in the European Union and registered under Regulation (EC)
No. 1060/2009 (as amended) (the 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 in
accordance with such Regulation, will be disclosed in the Final Terms. Please also refer to "Credit ratings
may not reflect all risks" in the "Risk Factors" section of this Prospectus.
As at the date of this Prospectus, UniCredit Bank (Ireland) p.l.c. is making a public offer of up to Euro
750,000,000 Step up Bonds due December 2015 (the Public Offer) in Luxembourg and Germany. The Public
Offer was launched under the base prospectus dated 21 July 2011 as supplemented (the 2011 Prospectus),
and is entirely managed under the 2011 Prospectus.
3


Arranger
UBS INVESTMENT BANK
Co-Arranger
UNICREDIT BANK
Dealers
Barclays BNP PARIBAS
BofA Merrill Lynch
Crédit Agricole CIB
Credit Suisse Deutsche Bank
Goldman Sachs International
J.P. Morgan
Morgan Stanley
The Royal Bank of Scotland
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank
The date of this Prospectus is 26 June 2012.
4


This document constitutes three base prospectuses: (a) the base prospectus for UniCredit in respect of
non-equity securities within the meaning of Article 22 No. 6 (4) of the Commission Regulation (EC)
No. 809/2004 of 29 April 2004 (Non-Equity Securities); (b) the base prospectus for UniCredit Ireland in
respect of Non-Equity Securities; and (c) the base prospectus for UniCredit International Luxembourg in
respect of Non-Equity Securities (together, the Prospectus).
The Issuers and the Guarantor (the Responsible Persons) accept responsibility for the information contained
in this Prospectus. To the best of the knowledge of the Responsible Persons, each having taken all reasonable
care to ensure that such is the case, the information contained in this Prospectus is in accordance with the
facts and contains no omissions likely to affect its import.
The previous paragraph should be read in conjunction with the last paragraph on page 2 of this Prospectus.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus (and,
therefore, acting in association with the relevant Issuer) in connection with an offer of Notes are the persons
named in the applicable Final Terms as the relevant Dealer(s) or Managers and the persons named in or
identifiable following the applicable Final Terms as the Financial Intermediaries, as the case may be.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR
WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR WILL
BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE
BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS
AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO ANY SUCH
ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN CONNECTION WITH
THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS PROSPECTUS AND ANY FINAL
TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE
OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION. THE
ISSUER HAS NO RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.
Copies of the Final Terms will be available from the registered office of the relevant Issuer and the specified
office set out below of each of the Paying Agents (as defined below) and on the website of the Luxembourg
Stock Exchange, www.bourse.lu.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read and construed on
the basis that such documents are incorporated and form part of this Prospectus.
No representation, warranty or undertaking, express or implied, is made by any of the Dealers or any of their
respective affiliates or the Trustee and no responsibility or liability is accepted by any of the Dealers or by
any of their respective affiliates or the Trustee as to the accuracy or completeness of the information
contained or incorporated in this Prospectus or of any other information provided by the Issuers or the
Guarantor in connection with the Programme. No Dealer or any of their respective affiliates or the Trustee
accepts any liability in relation to the information contained or incorporated by reference in this Prospectus
or any other information provided by the Issuers or the Guarantor in connection with the Programme. This
Prospectus contains industry and customer-related data as well as calculations taken from industry reports,
market research reports, publicly available information and commercial publications. It is hereby confirmed
that (a) to the extent that information reproduced herein derives from a third party, such information has
been accurately reproduced and (b) insofar as the Issuers 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.
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 have not been
independently verified by the Issuers.
No person is or has been authorised by the Issuers, the Guarantor or the Trustee to give any information or
to make any representation not contained in or not consistent with this Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuers, the Guarantor, the Dealers
or the Trustee.
5


Neither this Prospectus nor any other information supplied in connection with the Programme or with any
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuers, the Guarantor, any of the Dealers or the Trustee that any recipient of this
Prospectus or of any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
relevant Issuer and/or the Guarantor. Neither this Prospectus nor any other information supplied in
connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf
of the Issuers, the Guarantor, any of the Dealers or the Trustee to any person to subscribe for or to purchase
any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuers and the Guarantor is
correct at any time subsequent to the date hereof or that any other information supplied in connection with
the Programme is correct as of any time subsequent to the date indicated in the document containing the
same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of
the Issuers or the Guarantor during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention. Investors should review, inter alia, the most recently published
documents incorporated by reference into this Prospectus when deciding whether or not to purchase any
Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the Securities Act), and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to U.S. persons (see "Subscription
and Sale and Transfer and Selling Restrictions"). See "Form of the Notes" for a description of the manner
in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see
"Subscription and Sale and Transfer and Selling Restrictions".
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes 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 Notes may be restricted by law in certain jurisdictions.
The Issuers, the Guarantor, the Dealers and the Trustee do not represent that this Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, unless specifically indicated to
the contrary in the applicable Final Terms, no action has been taken by the Issuers, the Guarantor, the Dealers
or the Trustee which is intended to permit a public offering of any Notes or distribution of this Prospectus
in any jurisdiction where action for that purpose is required. Accordingly, no Notes 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 Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and
the offer or sale of Notes in the United States, Japan and the European Economic Area (including the United
Kingdom, the Republic of Italy, Ireland, France, the Federal Republic of Germany, Luxembourg and Austria).
See "Subscription and Sale and Transfer and Selling Restrictions".
This Prospectus has been prepared on the basis that, except to the extent subparagraph (ii) below may apply,
any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by
Final Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation
arises for the relevant Issuer, the Guarantor or any Dealer to publish a prospectus pursuant to Article 3 of
the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State and (in either case) published, all in
6


accordance with the Prospectus Directive, provided that any such prospectus has subsequently been
completed by Final Terms which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and
ending on the dates specified for such purpose in such prospectus or final terms, as applicable and each Issuer
has consented in writing to its use for the purpose of such offer. Except to the extent subparagraph (ii) above
may apply, none of the Issuers, the Guarantor nor any Dealer have authorised, nor do they authorise, the
making of any offer of Notes in circumstances in which an obligation arises for the Issuers, the Guarantor
or any Dealer to publish or supplement a prospectus for such offer.
This Prospectus has not been submitted for clearance to the Autorité des Marchés financiers in France.
U.S. INFORMATION
The Notes have not been approved or disapproved by the United States Securities and Exchange Commission
or any other securities commission or other regulatory authority in the United States, nor have the foregoing
authorities approved this Prospectus or confirmed the accuracy or determined the adequacy of the
information contained in this Prospectus. Any representation to the contrary is unlawful.
This Prospectus may be distributed on a confidential basis in the United States to a limited number of
"qualified institutional buyers" within the meaning of Rule 144A under the Securities Act (QIBs) or
Institutional Accredited Investors (each as defined under "Form of the Notes") for informational use solely
in connection with the consideration of the purchase of the Notes being offered hereby. Its use for any other
purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor
may it be distributed or any of its contents disclosed to anyone other than the prospective investors to whom
it is originally submitted.
The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions or to United States persons, except in certain transactions permitted by
U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code and the Treasury regulations promulgated thereunder.
Registered Notes may be offered or sold within the United States only to QIBs or to Institutional Accredited
Investors, in either case in transactions exempt from registration under the Securities Act in reliance on
Rule 144A under the Securities Act (Rule 144A) or any other applicable exemption. Each U.S. purchaser of
Registered Notes is hereby notified that the offer and sale of any Registered Notes to it may be being made
in reliance upon the exemption from the registration requirements of the Securities Act provided by
Rule 144A. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Purchasers of Definitive IAI Registered Notes will be required to execute and deliver an IAI Investment Letter
(as defined under "Terms and Conditions of the Notes"). Each purchaser or holder of Definitive IAI
Registered Notes, Notes represented by a Rule 144A Global Note or of any Notes issued in registered form
in exchange or substitution therefor (together, the Legended Notes) will be deemed, by its acceptance or
purchase of any such Legended Notes, to have made certain representations and agreements intended to
restrict the resale or other transfer of such Notes as set out in "Subscription and Sale and Transfer and Selling
Restrictions". Unless otherwise stated, terms used in this paragraph have the meanings given to them in
"Form of the Notes".
Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR
A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
7


Available Information
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, the Issuers and the Guarantor have
undertaken in a deed poll dated 26 June 2012 (the Deed Poll) to furnish, upon the request of a holder of
such Notes or of any beneficial interest therein, to such holder or to a prospective purchaser designated by
him, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time
of the request, any of the Notes remain outstanding as "restricted securities" within the meaning of
Rule 144A(a)(3) of the Securities Act and the relevant Issuer is neither a reporting company under Section 13
or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder.
Service of Process and Enforcement of Civil Liabilities
The Issuers and the Guarantor are corporations organised under the laws of Ireland (in the case of UniCredit
Ireland), Luxembourg (in the case of UniCredit International Luxembourg) and the Republic of Italy (in the
case of UniCredit). All of the officers and directors named herein reside outside the United States and all or
a substantial portion of the assets of each Issuer and the Guarantor and of such officers and directors are
located outside the United States. As a result, it may not be possible for investors to effect service of process
outside Ireland (in relation to UniCredit Ireland), Luxembourg (in relation to UniCredit International
Luxembourg) or the Republic of Italy (in relation to UniCredit) upon the relevant Issuer or the Guarantor
or such persons, or to enforce judgments against them obtained in courts outside Ireland (in relation to
UniCredit Ireland), Luxembourg (in relation to UniCredit International Luxembourg) or the Republic of
Italy (in relation to UniCredit) predicated upon civil liabilities of such Issuer or the Guarantor or of such
directors and officers under laws other than Irish law (in relation to UniCredit Ireland), Luxembourg law
(in relation to UniCredit International Luxembourg) or Italian law (in relation to UniCredit), including any
judgment predicated upon United States federal securities laws.
All references in this document to U.S. dollars, USD, U.S.$ and $ refer to the currency of the United States
of America and references to Sterling and £ refer to pounds sterling. In addition, references to euro and
refer to the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the European Union (the EC Treaty), as amended.
8


Contents
Page
Summary of the Programme
10
Risk Factors 17
General Description of the Programme
43
Documents Incorporated by Reference
44
Form of the Notes
47
Applicable Final Terms
51
Terms and Conditions of the Notes
74
Use of Proceeds
144
Description of UniCredit and the UniCredit Group
145
Overview of the Financial Information of UniCredit
189
Description of UniCredit Ireland
192
Description of UniCredit International Luxembourg
194
Book Entry Clearance Systems
197
Taxation 201
Subscription and Sale and Transfer and Selling Restrictions
217
General Information
225
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action or over-allotment may begin on or after the date on which adequate public disclosure of
the terms of the offer of the relevant Tranche of Notes is made and, if begun, will be carried out in
accordance with all applicable laws and regulations and 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 Tranche of Notes and 60 days after the date of
the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted
by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
9


Summary of the Programme
This Summary must be read as an introduction to this Prospectus and any decision to invest in any Notes
should be based on a consideration of this Prospectus as a whole, including the documents incorporated by
reference. Following the implementation of the relevant provisions of the Prospectus Directive in each
Member State of the European Economic Area no civil liability will attach to the Responsible Persons in any
such Member State in respect of this Summary, including any translation hereof, unless it is misleading,
inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating
to information contained in this Prospectus is brought before a court in a Member State of the European
Economic Area, the claimant may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this summary.
The following summary is qualified in its entirety by the remainder of this Prospectus.
Issuers:
UniCredit S.p.A. (UniCredit)
UniCredit Bank Ireland p.l.c. (UniCredit Ireland)
UniCredit International Bank (Luxembourg) S.A. (UniCredit International
Luxembourg)
UniCredit is a bank corporation organised and existing under the laws of
Italy and is the parent holding company of the UniCredit Group (the
Group), a full-service financial services group engaged in a wide range of
banking, financial and related activities throughout Italy and certain
Central and Eastern European countries. Its registered office is at Via A.
Specchi 16, 00186, Rome, Italy and has fiscal code and VAT number
00348170101. UniCredit's principal centre of business is at Piazza
Cordusio, 20123, Milan, Italy, telephone number +39 02 8862 8715
(Investor Relations).
UniCredit Ireland is a public limited company registered with the Registrar
of Companies in Dublin under registration number 240551 and has its
registered office at La Touche House, International Financial Services
Centre, Dublin 1, Ireland, telephone number +353 1 670 2000. UniCredit
Ireland is a fully owned subsidiary of UniCredit and is engaged in the
business of banking and the provision of financial services.
UniCredit International Luxembourg is a public limited company (société
anonyme) registered with the Luxembourg trade and companies register
under the number B.103.341 and has its registered office at 8-10 rue Jean
Monnet, L-2180 Luxembourg, telephone number +352 22 08 42 1
(Switchboard). UniCredit International Luxembourg is a fully owned
subsidiary of UniCredit and is engaged in the business of banking and the
provision of financial services. UniCredit International Luxembourg is a
Luxembourg credit institution and is supervised by the CSSF.
Guarantor:
Notes issued by UniCredit Ireland and UniCredit International Luxembourg
will be guaranteed by UniCredit.
Risk Factors:
There are certain factors that may affect the Issuers' ability to fulfil their
obligations under Notes issued under the Programme. These are set out
under "Risk Factors" below and include risks associated with adverse
macroeconomic and market conditions, the exposure of the Group to
liquidity risks and credit risks and the Group's expansion into Central and
Eastern Europe.
10


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