Obligation UniCred 7.296% ( XS1972731787 ) en USD

UniCred

100 % ⇌

Italie

XS1972731787 ( en USD )

7.296% par an ( paiement semestriel )

02/04/2034

Prospectus brochure de l'obligation UniCredit XS1972731787 en USD 7.296%, échéance 02/04/2034

200 000 USD

1 250 000 000 USD

02/10/2025 ( Dans 132 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 USD, avec le code ISIN XS1972731787, paye un coupon de 7.296% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/04/2034

FINAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus
Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II Product Governance / Professional investors and ECPs only target market - Solely for the purposes
of each of the manufacturer's product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
Singapore Securities and Futures Act Product Classification Solely for the purposes of its obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the
"SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the
SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and "Excluded Investment Products" (as defined in MAS Notice SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Final Terms dated March 26, 2019
UNICREDIT S.p.A. US$1,250,000,000 7.296% Fixed Rate Tier II Subordinated Callable Notes due 2034
Issue through Citibank, N.A. of Global Receipts (the "Global Receipts")
Representing beneficial interests in Rule 144A Notes (the "Rule 144A Notes")
Issue of Reg S Notes (the "Reg S Notes" and, together with the Rule 144A Notes, the "Notes")
under the US$ 30,000,000,000
Medium Term Note Program
PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the
"Conditions") set forth in the offering memorandum dated March 25, 2019 (the "Offering Memorandum").
This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with
such Offering Memorandum. Full information on the Issuer and the offer of the Notes is only available on the
basis of the combination of these Final Terms and the Offering Memorandum. The Offering Memorandum is
available for viewing at the registered office of the Issuer at Piazza Gae Aulenti 3 - Tower A, 20154 Milano, Italy.
1.
Notes Issuer:
UniCredit S.p.A.
2.
Receipt Issuer:
Citibank, N.A.
3.
(i)
Series Number:
7

(ii)
Tranche Number: (If fungible with an
1
existing Series, details of that Series,
1

including the date on which the Notes
become fungible).
4.
Specified Currency:
US Dollar
5.
Aggregate Nominal Amount:

(i)
Series:
US$1,250,000,000

(ii)
Tranche:
US$1,250,000,000
6.
Issue Price:
100.000 per cent. of the Aggregate Nominal Amount
7.
(i)
Specified Denominations:
US$200,000 and integral multiples of US$1,000

(ii)
Calculation Amount:
US$1,000
8.
(i)
Issue Date:
April 2, 2019
We expect that delivery of the Notes will be on or about
April 2, 2019, which will be five business days (as such
term is used for purposes of Rule 15c6-1 of the U.S.
Exchange Act) following the date of pricing of the
Notes (this settlement cycle is being referred to as
"T+5"). Under Rule 15c6-1 of the U.S. Exchange Act,
trades in the secondary market generally are required to
settle in two business days unless the parties to any such
trade expressly agree otherwise.
Accordingly, purchasers who wish to trade Notes prior
to the delivery of the Notes will be required, by virtue
of the fact that the Notes will initially settle in T+5, to
specify an alternate settlement arrangement at the time
of any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to trade the Notes
prior to their date of delivery should consult their
advisors.

(ii)
Interest Commencement Date (if different
Issue Date
from the Issue Date):

(iii)
Pricing Date:
March 26, 2019

(iv)
Settlement Date (T+5):
April 2, 2019
9.
Business Days:
A day on which commercial banks and foreign
exchange markets settle payments and are open for
general business in London, Milan and New York
10.
Regular Record Date:
The fourth Business Day prior to the relevant Interest
Payment Date
11.
Maturity Date:
April 2, 2034
12.
First Call Date:
April 2, 2029
13.
Interest Basis:
Fixed Rate (single reset)
(further particulars specified below)
14.
Redemption/Payment Basis:
Redemption at par
15.
Change of Interest or Redemption/Payment Basis:
See paragraph 18
16.
Call Options:
Issuer Call
Regulatory Call
17.
(i)
Status of the Notes:
Subordinated Notes

(ii)
Date of Board approval for issuance of
December 13, 2018
Notes:
2

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18.
Fixed Rate Note Provisions
Applicable

(i)
Rate(s) of Interest:
For the period from and including the Issue Date to but
excluding the First Call Date, 7.296 per cent. per annum
(the "Initial Rate of Interest") payable in arrear on
each Interest Payment Date.
For the period from and including the First Call Date to
but excluding the Maturity Date, a fixed rate per annum
(the "Reset Rate of Interest") payable in arrear on each
Interest Payment Date equal to the sum of (i) the Reset
Reference Rate at 11:00 a.m. New York Time on
second Business Day prior to the First Call Date and
(ii) 4.914 per cent. per annum.

Reset Reference Rate:
The prevailing mid-swap rate for US Dollar swap
transactions with a maturity of five years, as displayed
on Bloomberg screen "USISDA05 Index"

Reset Reference Rate Replacement:
Applicable

(ii)
Interest Payment Date(s):
April 2 and October 2 in each year, commencing on
October 2, 2019 to and including the Maturity Date

(iii)
Business Day Convention:
Following Business Day Convention, unadjusted

(iv)
Fixed Coupon Amount(s)
US$36.48 per Calculation Amount payable in respect
of each Fixed Interest Period in the period from and
including the Issue Date to but excluding the First Call
Date.
From (and including) the First Call Date and up to (but
excluding) the Maturity Date, the Fixed Coupon
Amount shall be calculated in respect of any Fixed
Interest Period by applying the Reset Rate of Interest to
the Calculation Amount, multiplying such sum by the
applicable Day Count Fraction, and rounding the
resultant figure to the nearest US Dollar cent, half a US
Dollar cent being rounded upwards or otherwise in
accordance with applicable market convention.

(v)
Day Count Fraction:
30/360

(vi)
Broken Amount(s):
Not Applicable

(vii)
Determination Date(s):
Not Applicable

(viii)
Other terms relating to the method of
Not Applicable
calculating interest for Fixed Rate Notes:
19.
Floating Rate Note Provisions
Not Applicable
20.
Zero Coupon Note Provisions
Not Applicable
21.
Index-Linked Interest Note Provisions
Not Applicable
22.
Inflation-Linked Interest Note Provisions
Not Applicable
23.
Change of Interest Basis Provisions
See paragraph 18
24.
Zero Coupon Note Provisions
Not Applicable
25.
Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
26.
Notice periods for Condition 10.3, Condition 10.5 and Minimum period: 5 days
Condition 10.6:
3

Maximum period: 90 days
27.
Issuer Call
Applicable

(i)
Optional Redemption Date(s) (Call):
April 2, 2029

(ii)
Optional Redemption Amount(s):
US$1,000 per Calculation Amount

(iii)
Reference Bond:
Not Applicable

(iv)
Quotation Time:
Not Applicable

(v)
Redemption Margin:
Not Applicable

(vi)
If redeemable in part:

(A)
Minimum Redemption Amount:
Not Applicable

(B)
Maximum Redemption Amount:
Not Applicable

(vii)
Notice period:
Minimum period: 5 days
Maximum period: 90 days
28.
Regulatory Call
Applicable
29.
Issuer Call due to a MREL or TLAC
Not Applicable
Disqualification Event
30.
Final Redemption Amount
Not Applicable
31.
Early Redemption Amount
US$1,000 per Calculation Amount
Early Redemption Amount payable on redemption:
See also paragraph 28 (Regulatory Call)
(i) for taxation reasons (subject, in the case of Senior
Notes and Non-Preferred Senior Notes issued in

accordance with MREL or TLAC Requirements, to
the provisions of Condition 10.14 (Conditions to
Redemption and Purchase of Senior Notes and Non-
Preferred Senior Notes Issued in Accordance With
MREL or TLAC Requirements), and in the case of
Subordinated Notes and Additional Tier 1 Notes, to
the provisions of Condition 10.13 (Conditions to Early
Redemption and Purchase of Subordinated Notes and
Additional Tier 1 Notes)) as contemplated by
Condition 10.3;
(ii) for regulatory reasons (in the case of Subordinated
Notes and Additional Tier 1 Notes only and subject to
the provisions of Condition 10.13 (Conditions to Early
Redemption and Purchase of Subordinated Notes and
Additional Tier 1 Notes)) as contemplated by
Condition 10.4;
(iii) for MREL or TLAC Disqualification Event
((subject to the provisions of Condition 10.14
(Conditions to Redemption and Purchase of Senior
Notes and Non- Preferred Senior Notes Issued in
Accordance With MREL or TLAC Requirements)) as
contemplated by Condition 10.6; or
(iv) on event of default,
and/or the method of calculating the same (if required
or if different from that set out in Condition 10.7
(Early Redemption Amounts):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32.
Form of Notes:
Registered Global Notes
4

33.
Additional Financial Center(s) or other special
TARGET2, London and New York
provisions relating to Payment Dates:
34. Details relating to Instalment Notes: amount of each
Not Applicable
instalment, date on which each payment is to be made:
35.
Other terms or special conditions:
Not Applicable
DISTRIBUTION
36.
(i)
Names of Managers:
Barclays Capital Inc.
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
UniCredit Bank AG

(ii)
Stabilizing Manager(s) (if any):
Not Applicable
37.
If non syndicated, name of Dealer:
Not Applicable

U.S. selling restrictions:
Rule 144A
Regulation S

Additional selling restrictions:
As set forth in the Offering Memorandum dated March
25, 2019
38.
Prohibition of Sales to EEA Retail Investors:
Applicable
39.
EU Benchmark Regulation:
Applicable: Amounts payable under the Notes are
calculated by reference to the Reset Reference Rate,
which is provided by ICE Benchmark Administration
Limited.

EU Benchmark Regulation: Article 29(2) statement on As at the date of these Final Terms, ICE Benchmark
benchmarks:
Administration Limited is included in the register of
administrators and benchmarks established and
maintained by the European Securities and Markets
Authority (ESMA) pursuant to article 36 of the
Benchmark Regulation (Regulation (EU) 2016/1011)
(the BMR).
U.S. Federal Income Tax Treatment of the Notes
As further discussed in the Offering Memorandum (see "Taxation--Certain U.S. federal income tax
consequences"), the Notes are unsecured and subordinated and therefore there is an increased risk that the Notes
will be treated as equity for U.S. federal income tax purposes. To the extent required to take a position for U.S.
federal income tax reporting purposes, the Issuer intends to treat the Notes issued hereby as debt for U.S. federal
income tax purposes. In addition, although the matter is not free from doubt, to the extent required to take a
position for U.S. federal income tax reporting purposes, the Issuer intends to treat the Notes issued hereby as
variable rate debt instruments ("VRDI") and not as contingent payment debt instruments for U.S. federal income
tax purposes.
The Issuer has not yet determined if the Notes will be treated as issued with original issue discount for U.S. federal
income tax purposes ("OID"). If the Notes are treated as issued with OID, the issue price, the amount of OID, the
issue date and the yield to maturity may be obtained by contacting UniCredit S.p.A., attn: Group Strategic Funding
& Ratings, at fax, +39 02 88 621 or e-mail: [email protected].

5

For a further discussion of the U.S. federal income tax consequences of investing in the Notes, see "Taxation--
Certain U.S. federal income tax consequences" in the Offering Memorandum. Persons considering an investment
in the Notes should consult their own tax advisors regarding the potential consequences to them of an investment
in the Notes, including the tax consequences that could result if the Notes are treated as equity for U.S. federal
income tax purposes or are treated as contingent payment debt instruments for U.S. federal income tax purposes.

6

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. 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 these Final Terms is in accordance with the facts and does
not omit anything likely to affect the import of such information.
SIGNED on behalf of the Issuer:
By: _____________________
//Signed//
Duly
authorized
7

PART B
OTHER INFORMATION
1.
Listing and admission to trading

(i)
Listing:
Not Applicable

(ii)
Admission to trading:
Not Applicable

(iii)
Estimate of total expenses related to
Not Applicable
admission to trading:
2.
Ratings
The Notes to be issued are expected to be rated:
S&P: BB+
Moody's: Ba1
Fitch: BBB-
3.
Interests of natural and legal persons involved in the issue
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the
Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the
future engage, in investment banking and/or commercial banking transactions with, and may perform other
services for, the Issuer and its affiliates in the ordinary course of business.
4.
Reasons for the offer, estimated net proceeds and total expenses

(i)
Reasons for the offer:
UniCredit S.p.A. intends to use the proceeds from
this offering for general funding purposes.

(ii)
Estimated net proceeds:
US$1,242,500,000
5.
Yield
7.296% per annum until the First Call Date

Indication of yield:
The yield is calculated on the Issue Date.
As set out above, the yield is calculated at the Issue
Date on the basis of the Issue Price until the First
Call Date. It is not an indication of future yield.
Since the Rate of Interest will be reset at the First
Call Date (unless the Issuer Call is exercised), an
indication of yield up to the Maturity Date cannot
be given.
6.
Historic interest rates

Not Applicable
7.
Performance of index/formula/other variable, explanation of effect on value of investment and
associated risks and other information concerning the underlying

Not Applicable
8.
Performance of rate of exchange and explanation of effect on value of investment

Not Applicable
9.
Operational information

US ISIN Code for X Global Receipts:
US904678AQ20
(Italian Substitute Tax Exempt, subject to
Appendix B)

US ISIN Code for N Global Receipts:
US904678AR03
(Subject to Italian Substitute Tax)

IT ISIN Code for X Global Notes:
IT0005367468
(Italian Substitute Tax Exempt, subject to
Appendix B)
8

IT ISIN Code for N Global Notes:
IT0005367450
(Subject to Italian Substitute Tax)

CUSIP for X Global Receipts:
904678 AQ2
(Italian Substitute Tax Exempt, subject to
Appendix B)

CUSIP for N Global Receipts:
904678 AR0
(Subject to Italian Substitute Tax)

ISIN Code for Reg S Notes:
XS1972731787

Common Code for Reg S Notes:
197273178

Settlement:
The Depository Trust Company (X Global
Receipts and N Global Receipts)
Monte Titoli S.p.A. (X Global Notes and
N Global Notes)
Euroclear
Bank
S.A./N.V.
and
Clearstream Banking, Luxembourg (Reg S
Notes)

Any clearing system(s) other than Monte Titoli,
Not Applicable
The Depository Trust Company, Euroclear and
Clearstream and the relevant identification
numbers):

Delivery:
Rule 144A Notes: Delivery free of payment
Reg S Notes: Delivery versus payment

Names and addresses of additional Paying
Not Applicable
Agent(s) (if any):
10. Further information relating to the Issuer

Further information relating to the Issuer is set out below, pursuant to Article 2414 of the Italian Civil
Code.
Objects:
The objects of the Issuer, as set out in Article 4 of
its by laws, are the collection of savings and the
carrying out of all forms of lending activities,
through its subsidiaries or otherwise. The Issuer
may, in compliance with regulations in force and
subject to obtaining any prior authorizations
required, perform all banking and financial
services and transactions, including the creation
and management of open and closed end
supplementary pension schemes, as well as any
other transaction necessary for, or incidental to,
the achievement of its corporate purpose, through
its subsidiaries or otherwise.
As parent company of the UniCredit banking
group, pursuant to Article 61 of Legislative Decree
No. 385 of September 1, 1993, the Issuer, in its
direction and coordination capacity, issues
instructions to Group companies, including those
for the purposes of implementing the Bank of
Italy's regulations and of ensuring the stability of
the Group.
The Issuer performs the role of parent company of
a financial conglomerate, pursuant to Article 3 of
Legislative Decree No. 142 of May 30, 2005.
9

Registered office:
Piazza Gae Aulenti 3 Tower A, 20154 Milano,
Italy
Issuer registration:
Registered at the Companies' Registry of the
Chamber of Commerce of Milan, Italy under
registration no. 00348170101.
Amount of paid-up share capital and reserves:
Paid-up share capital: 20,940,398,467
Reserves (consolidated): 20,502,728 ( `000) as of
December 31, 2018

This communication is intended for the sole use of the person to whom it is provided by the sender.
This notice shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the
Notes or the Receipts in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The
Notes and the Receipts have not been registered under the United States Securities Act of 1933, as amended (the
"Securities Act") and may only be sold (i) within the United States to qualified institutional buyers, as defined
under Rule 144A of the Securities Act, in transactions exempt from registration under the Securities Act and (ii)
outside the United States in accordance with Regulation S of the Securities Act or pursuant to another applicable
exemption from registration.
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER
NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING
SENT VIA BLOOMBERG OR OTHER EMAIL SYSTEM.
10