Obligation UniCred 5.375% ( XS1739839998 ) en EUR

UniCred

100 % ⇌

Italie

XS1739839998 ( en EUR )

5.375% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation UniCredit XS1739839998 en EUR 5.375%, échéance Perpétuelle

03/06/2025 ( Dans 32 jours )

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 émise par UniCred ( Italie ) , en EUR, avec le code ISIN XS1739839998, paye un coupon de 5.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

UNICREDIT S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101)
Issue of 1,000,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate
Resettable Notes
Issue Price: 100 per cent.
The 1,000,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes (the Notes) will be issued by
UniCredit S.p.A. (the Issuer or UniCredit). The Notes will constitute direct, unsecured and subordinated obligations of the Issuer, as described in
Condition 4 (Status Of The Notes) in "Terms and Conditions of the Notes".
The UniCredit banking group is registered with the Register of Banking Groups held by the Bank of Italy pursuant to Article 64 of Legislative Decree
No. 385 of 1 September 1993, as amended (the Italian Banking Act) under number 02008.1 (the Group or the UniCredit Group).
The Notes will bear interest on their Prevailing Principal Amount (as defined in Condition 2 (Definitions and Interpretation) in "Terms and
Conditions of the Notes"), payable (subject to cancellation as described below) semi-annually in arrear on 3 June and 3 December in each year (each
an Interest Payment Date), as follows: (i) in respect of the period from (and including) 20 December 2017 (the Issue Date) to (but excluding) 3 June
2025 (the First Call Date) at the rate of 5.375 per cent. per annum, and (ii) in respect of each period from (and including) the First Call Date and
every fifth anniversary thereof (each a Reset Date) to (but excluding) the next succeeding Reset Date (each such period, a Reset Interest Period), at
the rate per annum, calculated on an annual basis and then converted to a semi-annual rate in accordance with market conventions, equal to the
aggregate of 4.925 per cent. per annum (the Margin) and the 5-year Mid-Swap Rate (as defined in "Terms and Conditions of the Notes") for the
relevant Reset Interest Period. The Issuer may elect in its full discretion to cancel (in whole or in part) the Interest Amounts otherwise scheduled to be
paid on any Interest Payment Date. Further, payment of Interest Amounts on any Interest Payment Date must be cancelled (in whole or, as the case
may be, in part) in the circumstances described in Condition 5 (Interest and Interest Cancellation) in "Terms and Conditions of the Notes". The
cancellation of any Interest Amounts shall not constitute a default for any purpose on the part of the Issuer. Interest on the Notes is not cumulative and
any Interest Amounts 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 forfeited, and no payments shall be made, nor shall any Noteholder be entitled to any payment
or indemnity in respect thereof. See Condition 5 (Interest and Interest Cancellation) in "Terms and Conditions of the Notes". Further, during the
period of any Write-Down pursuant to Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in "Terms and Conditions of the
Notes", as described below, interest will accrue on the Prevailing Principal Amount of the Notes which shall be lower than the Initial Principal
Amount unless the Notes have subsequently been Written-Up in full.
The principal amount of each Note may be Written Down on a pro rata basis with the other Notes and taking into account the at least pro
rata write-down (or write-off) or conversion into Ordinary Shares of any other Equal Loss Absorbing Instruments (and taking into account
the write-down (or write-off) or conversion of any Prior Loss Absorbing Instruments), as described in Condition 6 (Loss Absorption and
Reinstatement of Principal Amount) in "Terms and Conditions of the Notes", if, at any time, the Common Equity Tier 1 Capital Ratio of the
Issuer or the UniCredit Group falls below 5.125 per cent. or, in each case, the then minimum 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 (all as defined in Condition 2 (Definitions and Interpretation) in
"Terms and Conditions of the Notes"). Noteholders may lose some or all of their investment in the Notes as a result of such a Write-Down.
Following any such reduction, the Issuer may, in its full discretion and subject to the Maximum Distributable Amount (if any) not being
exceeded thereby, increase the Prevailing Principal Amount of the Notes up to a maximum of the Initial Principal Amount, on a pro rata
basis with the other Notes and with other Written-Down Additional Tier 1 Instruments, if the Issuer records positive Net Income or, to the
extent permitted by the then prevailing Relevant Regulations, positive Consolidated Net Income (all as defined in Condition 2 (Definitions
and Interpretation) in "Terms and Conditions of the Notes"), subject to certain further conditions. See Condition 6 (Loss Absorption and
Reinstatement of Principal Amount) in "Terms and Conditions of the Notes".
Unless previously redeemed or purchased and cancelled as provided in "Terms and Conditions of the Notes", the 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 in its by-laws at 31 December 2100) or (c) any applicable legal provision or any
decision of any judicial or administrative authority. Noteholders do not have the right to call for the redemption of the Notes. 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 9 (Taxation). The Issuer may, at its sole discretion (but subject to the provisions of Condition 7.7 (Conditions to
redemption and purchase) in "Terms and Conditions of the Notes"), redeem the Notes in whole, but not in part, on any Optional Redemption Date
(Call) at their Prevailing Principal Amount (all as defined in Condition 2 (Definitions and Interpretation) in "Terms and Conditions of the Notes"),
plus any accrued interest and any additional amounts due pursuant to Condition 9 (Taxation) in "Terms and Conditions of the Notes". The Issuer may
also, at its sole discretion (but subject to the provisions of Condition 7.7 (Conditions to redemption and purchase) in "Terms and Conditions of the
Notes"), redeem the Notes in whole, but not in part, at any time at their Prevailing Principal Amount upon the occurrence of a Capital Event or a Tax

Event (all as defined in Condition 2 (Definitions and Interpretation) in the "Terms and Conditions of the Notes) plus any accrued interest and any
additional amounts due pursuant to Condition 9 (Taxation) in "Terms and Conditions of the Notes".
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 (the Luxembourg Act) on prospectuses for securities to approve this document as a prospectus. The CSSF
assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of
the Issuer in accordance with Article 7(7) of the Luxembourg Act. Application has also been made to the Luxembourg Stock Exchange for the listing
of the Notes on the Official List of the Luxembourg Stock Exchange and admission 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 the Markets in Financial Instruments Directive
2004/39/EC. This Prospectus (together with any documents incorporated by reference herein) is available on the Luxembourg Stock Exchange
website (www.bourse.lu).
Payments of interest or other amounts relating to the Notes may be subject to a substitute tax (referred to as imposta sostitutiva) of 26 per cent. in
certain circumstances. In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest or other amounts relating to
the Notes, each Noteholder not resident in the Republic of Italy is required to comply with the deposit requirements described in "Taxation Taxation
in the Republic of Italy" and to certify, prior to or concurrently with the delivery of the Notes, that such Noteholder is, inter alia, (i) resident in a
country which recognises the Italian tax authorities' right to an exchange of information pursuant to terms and conditions set forth in the relevant
treaty (such countries are listed in the Ministerial Decree of 4 September 1996, as amended by Ministerial Decree of 23 March 2017 and possibly
further amended by future decrees issued pursuant to Article 11(4)(c) of Decree No. 239 of 1 April 1996 (as amended by Legislative Decree No. 147
of 14 September 2015)) and (ii) the beneficial owner of payments of interest, premium or other amounts relating to the Notes, all as more fully set out
in "Taxation Taxation in the Republic of Italy" on page 143.
The Notes are expected to be rated "B+" by Fitch Italia S.p.A. (Fitch). Fitch is established in the European Union and is registered under Regulation
(EC) No. 1060/2009 (as amended) (the CRA Regulation). As such it 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. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by
the assigning rating agency. Please also refer to "Risk Factors Credit ratings may not reflect all risks and may be lowered, suspended, withdrawn or
not maintained" section of this Prospectus.
The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited
on or about the Issue Date with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme
(Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent
Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 29 January 2018 (the
Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive
Notes only in certain limited circumstances see "Overview of Provisions relating to the Notes while in Global Form".
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the
Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own
circumstances and financial condition. For a discussion of these risks see "Risk Factors" below. The Notes are not intended to be sold and
should not be sold to "retail clients" (as defined under the Markets in Financial Instruments Directive 2004/39/EC ("MiFID")) and/or under
the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 published by the UK's Financial
Conduct Authority. Potential investors should read the whole of this document, in particular the "Risk Factors" set out on pages 9 to 81 and
"Restrictions on Sales and Resales to Retail Investors" set out on pages 6 to 7.

Joint Bookrunners and Joint Lead Managers
Crédit Agricole CIB
Deutsche Bank
HSBC
Morgan Stanley
UniCredit Bank

The date of this Prospectus is 18 December 2017

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The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer, 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.
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 Managers named
under "Subscription and Sale" below or any of their respective affiliates and no responsibility or liability is
accepted by any of the Managers or by any of their respective affiliates as to the accuracy or completeness of
the information contained or incorporated in this Prospectus or of any other information provided by the
Issuer in connection with the Notes. No Managers or any of their respective affiliates accepts any liability in
relation to the information contained or incorporated by reference in this Prospectus or any other information
provided by the Issuer in connection with the Notes.
This Prospectus contains or incorporates by reference 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 Issuer is
aware and is 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 Issuer.
No person is or has been authorised by the Issuer 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
Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or the Managers.
Neither this Prospectus nor any other information supplied in connection with the Notes (a) is intended to
provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the
Issuer, or any of the Managers that any recipient of this Prospectus or of any other information supplied by
the Issuer or such other information as is in the public domain in connection with the Notes should purchase
any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial conditions and affairs, and its own appraisal of the creditworthiness, of the
Issuer. Neither this Prospectus nor any other information supplied in connection with the issue of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Managers to any person to
subscribe for or to purchase any Notes.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Managers to inform themselves about and to observe any such restrictions (see "Subscription and Sale").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities
Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered, sold or delivered within the United States or to U.S. persons (as defined in the U.S. Internal
Revenue Code of 1986, as amended, and regulations thereunder). The Notes may be offered and sold
outside the United States to non-U.S. persons in reliance on Regulation S (Regulation S) under the
Securities Act. For a description of certain restrictions on offers, sales and deliveries of the Notes and

3

on the distribution of this Prospectus and other offering material relating to the Notes, see
"Subscription and Sale".
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State (each, a
Relevant Member State) of the European Economic Area (the EEA) 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 the Notes. Accordingly, any person making or intending to
make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no
obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor any Manager has authorised, nor do
they authorise, the making of any offer of the Notes in circumstances in which an obligation arises for the
Issuer or any Manager to publish or supplement a prospectus for such offer. As used herein, the expression
Prospectus Directive means Directive 2003/71/EC, as amended (including by Directive 2010/73/EU).
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer, the Managers or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own financial circumstances and investment
objectives, and only after careful consideration with their financial, legal, tax and other advisers. In
particular, each potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor's currency;

understand thoroughly the terms of the Notes and be familiar with the behaviour of financial
markets; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a
way to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their
overall portfolios. A potential investor should not invest in Notes which are complex financial instruments
unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of the Notes and the impact this investment will
have on the potential investor's overall investment portfolio.

4

Each prospective investor should consult its own advisers as to legal, tax and related aspects in connection
with any investment in the Notes. An investor's effective yield on the Notes may be diminished by certain
charges such as taxes, duties, custodian fees on that investor on its investment in the Notes or the way in
which such investment is held.
This Prospectus, including the documents incorporated by reference herein, contains forward-looking
statements. Such items in this Prospectus include, but are not limited to, statements made under "Risk
Factors". Such statements can be generally identified by the use of terms such as "anticipates" , "believes" ,
"could" , "expects" , "may" , "plans" , "should" , "will" and "would" , or by comparable terms and the
negatives of such terms. In addition, this Prospectus includes targets relating to future regulatory capital
ratios in the section "Risk Factors". By their nature, forward-looking statements and projections involve risk
and uncertainty, and the factors described in the context of such forward-looking statements and targets in
this Prospectus could cause actual results and developments to differ materially from those expressed in or
implied by such forward-looking statements. The Issuer has based forward-looking statements on its
expectations and projections about future events as of the date such statements were made. These forward-
looking statements are subject to risks, uncertainties and assumptions about UniCredit S.p.A. and the
UniCredit Group, including, among other things, the risks set out under "Risk Factors".
All references in this Prospectus to Euro, EUR, or euro are 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 of those members of the European Union which are participating in the European economic
and monetary union.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, ANY ONE OF THE MANAGERS (IN ITS
CAPACITY AS JOINT LEAD MANAGER) MAY ACT AS STABILISATION MANAGER (THE
STABILISATION MANAGER) (OR PERSONS ACTING ON BEHALF OF THE STABILISATION
MANAGER) AND MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY
OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS
MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE NOTES. SUCH STABILISING OR OVER-ALLOTMENT SHALL BE
CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND
RULES.

5

Restrictions on Sales and Resales to Retail Investors
The Notes are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Notes to retail investors. In particular, in
June 2015, the UK Financial Conduct Authority published the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015 which took effect from 1 October 2015 (the PI
Instrument). Under the rules set out in the PI Instrument (as amended or replaced from time to time, the PI
Rules):
(a)
certain contingent write-down or convertible securities (including any beneficial interests therein),
such as the Notes, must not be sold to retail clients in the EEA; and
(b)
there must not be any communication or approval of an invitation or inducement to participate in,
acquire or underwrite such securities (or the beneficial interest in such securities) where that
invitation or inducement is addressed to or disseminated in such a way that it is likely to be received
by a retail client in the EEA (in each case, within the meaning of the PI Rules), other than in
accordance with the limited exemptions set out in the PI Rules.
Each of the Managers is required to comply with the PI Rules. By purchasing, or making or accepting an
offer to purchase, any Notes (or a beneficial interest in such Notes) from the Issuer and/or any Manager, each
prospective investor will be deemed to represent, warrant, agree with and undertake to the Issuer and each of
the Managers that:
(a)
it is not a retail client in any EEA jurisdiction (as defined in the PI Rules);
(b)
whether or not it is subject to the PI Rules, it will not (i) sell or offer the Notes to any retail clients in
Italy or any other EEA jurisdiction or (ii) communicate (including the distribution of Prospectus) or
approve an invitation or inducement to participate in, acquire or underwrite the Notes (or any
beneficial interests therein) where that invitation or inducement is addressed to or disseminated in
such a way that it is likely to be received by any retail client in any EEA jurisdiction (within the
meaning of the PI Rules),
in any such case other than (A) in relation to any sale of or offer to sell Notes (or any beneficial interests
therein) to a retail client in or resident in the United Kingdom, in circumstances that do not and will not give
rise to a contravention of the PI Rules by any person and/or (B) in relation to any sale of or offer to sell
Notes (or any beneficial interests therein) to a retail client in any EEA member state other than the United
Kingdom, where (I) it has conducted an assessment and concluded that the relevant retail client understands
the risks of an investment in the Notes (or such beneficial interests therein) and is able to bear the potential
losses involved in an investment in the Notes (or such beneficial interests therein) and (II) it has at all times
acted in relation to such sale or offer in compliance with the Markets in Financial Instruments Directive
(2004/39/EC) (MiFID) to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner
which would be in compliance with MiFID if it were to apply to it; and
(c)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes
(or any beneficial interests therein), including (without limitation) any such laws, regulations and
regulatory guidance relating to determining the appropriateness and/or suitability of an investment in
the Notes (or any beneficial interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the
Managers, the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.

6

In addition, by making or accepting an offer to buy or buying any of the Notes from any of the
Managers, an investor represents, warrants and agrees with each of the Managers that it is not a retail
client in the EEA (as defined in the PI Rules) and it has not sold and will not sell the Notes to a retail
client in the EEA and has not done and will not do anything (including the distribution of this
document) that would or might result in a retail client in the EEA buying or holding a beneficial
interest in any Notes (in each case within the meaning of the PI Rules), except in circumstances that do
not give rise to a contravention of the PI Rules by any person (or that would not give rise to such a
contravention if those rules were already in force) and that it has complied and will comply with all
applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to
sales of securities such as the Notes and the appropriateness and/or suitability of any investment in the
Notes for any buyer.

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TABLE OF CONTENTS

Page
Risk Factors ........................................................................................................................................................ 9
Overview .......................................................................................................................................................... 82
Documents Incorporated by Reference ............................................................................................................ 95
Terms and Conditions of the Notes ................................................................................................................ 100
Overview of Provisions relating to the Notes while in Global Form ............................................................. 124
Use of Proceeds .............................................................................................................................................. 127
Description of the Issuer ................................................................................................................................. 128
Taxation .......................................................................................................................................................... 143
Subscription and Sale ..................................................................................................................................... 150
General Information ....................................................................................................................................... 155

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with the
Notes are also described below.
The Issuer believes that the factors described below represent the material risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons. The Issuer has identified in this Prospectus a number of factors which
could materially adversely affect its businesses and ability to make payments due under the Notes.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and
reach their own views prior to making any investment decision.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this section, unless otherwise stated. References to a numbered
"Condition" shall be to the relevant Condition in the Terms and Conditions of the Notes.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE NOTES
Risks connected with the Strategic Plan
On 12 December 2016, the Board of Directors of UniCredit approved the 2016-2019 Strategic Plan (the
2016-2019 Strategic Plan or the Strategic Plan) which envisages, inter alia, a review of the business
model.
The Strategic Plan contains objectives to be reached, respectively, by 2017 and 2019 (the Plan Objectives or
the Projected Data) based on assumptions of both a general nature and a discretionary nature linked to the
impact of specific operational and organisational actions that UniCredit intends to take during the period of
time covered by the 2016-2019 Strategic Plan.
UniCredit's capacity to fulfil the actions and to fulfil the Plan Objectives depends on various assumptions
and circumstances, some of which are outside UniCredit's control, such as hypotheses relating to the
macroeconomic context and the evolution of the regulatory context, hypothetical assumptions relating to the
effects of specific actions or concerning future events over which UniCredit has a limited degree of
influence.
In addition to the above, the Plan Objectives are also based on several assumptions that include actions
already undertaken by management or actions that management should undertake over the course of the plan,
such as, inter alia, the capital strengthening measures (including, inter alia, the M&A Asset Sale
Transactions) and the preparatory activities for improving the quality of balance sheet assets (the latter in
relation, specifically, to the reduction of the non-core loans portfolio and the increase of the coverage ratio of
impaired loans and unlikely-to-pay loans in the Italian loan portfolio), the proactive reduction of the risk of
balance sheet assets and the improvement of the quality of new loans, the transformation of the operating
model, the maximisation of the value of the commercial bank and the adoption of a lean governance model
that is strongly directed at the coordination of activities. To this extent, certain assumptions of the Strategic
Plan refer to the implementation of measures as well as the prosecution of such measures in accordance
with the previous industrial plan announced on November 2015 within the UniCredit Group and in relation
to the activities of certain subsidiaries.
Taking into consideration that at the date of this Prospectus there is no certainty that the above-mentioned
actions will be realised in full, in the absence of the anticipated benefits from the actions designed to support

9

profitability or if the above-mentioned Group operating model transformation actions are not completed in
full, it is possible the forecasts in the Projected Data might not be achieved and, as a result, there could be
negative impacts, including significant ones, on the operating results, capital and financial position of
UniCredit and/or the Group.
The Strategic Plan is therefore based on numerous assumptions and hypotheses, some of which refer to
events that are out of UniCredit's control. Specifically, the Strategic Plan contains a collection of hypotheses,
estimates and forecasts that are based on the realisation of external future events and actions that could be
undertaken by management and by the Board of Directors of UniCredit in 2016-2019 which include, among
other things, hypothetical assumptions of various natures subject to the risks and uncertainties of the current
macroeconomic scenario and the regulatory context, relating to future events and actions of directors and
management that may not necessarily take place, and events, actions and other assumptions, including those
surrounding the performance of the main capital and economic parameters or other factors that affect
development over which the directors and management cannot influence or can only partly influence.
The assumptions at the base of the Plan Objectives could turn out to be inaccurate and/or such circumstances
could not be fulfilled, or could be fulfilled only in part or in a different way, or could change during the
course of the reference period of the Strategic Plan. Moreover, it is worth noting that as a result of the
precariousness associated with the realisation of any future event both as far as the event taking place is
concerned and as far as the measurement and timing of its manifestation is concerned, the differences
between the actual values and the projected values could be significant, even if the events were to occur.
The failure or partial occurrence of the assumptions or of the positive expected resulting effects could lead to
potentially significant deviations from the forecasts in the Projected Data or hinder their achievement with
consequent negative effects even significant on the assets and the operations, balance sheet and/or
income statement of the Issuer and/or the Group. In particular, it cannot be guaranteed that UniCredit and/or
the relevant Group companies will be able to successfully implement the measures provided for in the 2016-
2019 Strategic Plan (also including the measures to be carried out in accordance with the previous industrial
plan announced in November 2015). Failure to do so, as well as the partial realisation of one or more of such
measures, could lead to divergences, even significant, with the provisions of the Projected Data and hinder
their fulfilment, with consequent negative effects on the Issuer, as the case may be, and/or the Group's
operating results and capital and financial position.
Note, lastly, that the 2016-2019 Strategic Plan was developed on the basis of a UniCredit Group perimeter
that was different from the one at the date of this Prospectus, anticipating the effects of several extraordinary
transactions, several of which have already been completed at the date of this Prospectus, while others are in
the process of being executed (the M&A Asset Sale Transactions in the process of being Executed).
The M&A Asset Sale Transactions in the process of being Executed involve typical execution risks of
extraordinary operations and, specifically, the risk of their realisation in time and/or in significantly different
ways to those provided for by UniCredit at the date of this Prospectus, or even the risk that the effects
deriving from said M&A Asset Sale Transactions in the process of being Executed differ significantly from
those provided for by UniCredit.
If the M&A Asset Sale Transactions in the process of being Executed are not completed, in full or in part, or
if they are completed in a manner that is partly or totally different from that projected by UniCredit, this
could have negative impacts on the activities of the Group and/or on its capacity to achieve the Plan
Objectives, with consequent significant negative effects on the operating results, capital and financial
position of UniCredit and/or the Group.

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