Obligation UniCred 5.459% ( XS2196325331 ) en USD

UniCred

100 % ⇌

Italie

XS2196325331 ( en USD )

5.459% par an ( paiement semestriel )

30/06/2035

Prospectus brochure de l'obligation UniCredit XS2196325331 en USD 5.459%, échéance 30/06/2035

200 000 USD

1 500 000 000 USD

30/06/2025 ( Dans 38 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 XS2196325331, paye un coupon de 5.459% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2035

FINAL TERMS
PROHIBITION OF SALES TO EEA AND UK 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") or in the United Kingdom (the "UK"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU)
2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation
2017/1129 (as amended, the "Prospectus Regulation"). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK
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 June 23, 2020
UNICREDIT S.p.A. US$1,500,000,000 5.459% Fixed Rate Tier II Subordinated Callable Notes due 2035
Issue through Citibank, N.A. of Global Receipts (the "Global Receipts")
Representing beneficial interests in Rule 144A Notes (the "Rule 144A Notes")
Issue of Reg S Notes (the "Reg S Notes" and, together with the Rule 144A Notes, the "Notes")
under the US$ 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 June 19, 2020 (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:
8

(ii)
Tranche Number: (If fungible with an
1
existing Series, details of that Series,
including the date on which the Notes
become fungible).
4.
Specified Currency:
US Dollar
5.
Aggregate Nominal Amount:

(i) Series:
US$1,500,000,000

(ii) Tranche:
US$1,500,000,000
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:
June 30, 2020
We expect that delivery of the Notes will be on or
about June 30, 2020, 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:
June 23, 2020

(iv)
Settlement Date (T+5):
June 30, 2020
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:
June 30, 2035
12.
First Call Date:
June 30, 2030
13.
Interest Basis:
Reset Notes
(further particulars specified below)
14.
Redemption/Payment Basis:
Redemption at par
15.
Change of Interest or Redemption/Payment Basis:
See paragraph 19 below
16.
Call Options:
Issuer Call
Regulatory Call
17.
(i)
Status of the Notes:
Subordinated Notes

(ii)
Date of Board approval for issuance of
December 2, 2019
Notes:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18.
Fixed Rate Note Provisions
Not Applicable
19.
Reset Note Provisions
Applicable

(i)
Initial Rate of Interest:
For the Period from and including the Issue Date to
but excluding the First Reset Date, 5.459 per cent. per
annum payable in arrear on each Interest Payment
Date.

(ii) First
Margin:
+4.750 per cent. per annum

(iii)
Subsequent Margin:
Not Applicable

(iv)
Interest Payment Date(s):
June 30 and December 30 in each year, commencing
on December 30, 2020 to and including the Maturity
Date

(v)
Fixed Coupon Amount up to (but excluding)
US$27 2
. 95 per Calculation Amount
the First Reset Date:

(vi) Broken
Amount(s):
Not Applicable

(vii)
First Reset Date:
June 30, 2030

(viii) Second
Reset
Date:
Not Applicable

(ix) Subsequent
Reset
Date(s):
Not Applicable

(x) Reset
Reference
Rate:
CMT Rate

(xi) CMT
Rate:
"CMT Rate" means with respect to each Reset Date,
the rate that is equal to:
(i)
the yield for United States Treasury Securities
(as defined at paragraph (xxiii) (Additional or
alternative terms relating to the method of
calculating interest for Reset Notes) below) at
"constant maturity" for a designated maturity
which is equal or comparable to the duration of
the relevant Reset Period, as published in the
H.15(519) (as defined at paragraph (xxiii)
(Additional or alternative terms relating to the
method of calculating interest for Reset Notes)
below) under the caption "treasury constant
maturities (nominal)" (or any successor
publication that is published by the Board of
Governors of the United States Federal
Reserve System that establishes yields for
United States Treasury Securities at "constant
maturity"), as that yield has been published on
such Reset Determination Date, on the
Relevant Screen Page; or
(ii)
if the yield referred to in paragraph (i) above
has not been published by approximately 5.00
p.m. New York time on the Relevant Screen
Page on such Reset Determination Date, the
yield for the United States Treasury Securities
at "constant maturity" for a designated maturity
which is equal or comparable to the duration of
the relevant Reset Period, as published in
H.15(519) under the caption "treasury constant

maturities (nominal)" (or any successor
publication that is published by the Board of
Governors of the United States Federal
Reserve System that establishes yields for
United States Treasury Securities at "constant
maturity"), on such Reset Determination Date;
or
(iii)
if the yield referred to in paragraph (ii) above
has not been published by approximately 5.00
p.m. New York time on such Reset
Determination Date and subject as provided in
Condition 6.3(j) (Reference Rate
Replacement), the Reset Reference Bank Rate
(as defined at paragraph (xxiii) (Additional or
alternative terms relating to the method of
calculating interest for Reset Notes) below) on
such Reset Determination Date.

(xii)
Mid-Swap Floating Leg Benchmark Rate:
Not Applicable

(xiii)
Relevant Screen Page:
Bloomberg screen page H15T5Y

(xiv) Mid-Swap
Rate:

Not Applicable

(xv) Mid-Swap
Maturity:

Not Applicable

(xvi)
Reset Reference Rate Conversion:
Applicable

(xvii)
Original Reset Reference Rate Payment
Semi-annual
Basis:

(xviii) Day
Count
Fraction:

30/360

(xix) Determination
Dates:
Not Applicable

(xx) Business
Centre(s):
New York and London

(xxi) Calculation
Agent:
Citibank, N.A., London Branch

(xxii)
Reset Reference Rate Replacement
Applicable

(xxiii) Additional or alternative terms relating to the
The provisions of paragraph (iii) (Fallbacks) of
method of calculating interest for Reset
Condition 6.2 (Reset Notes) shall not apply.
Notes:
The following terms shall apply:
"H.15(519)" means the statistical release designated as
H.15(519), or any successor publication, published by
the Board of Governors of the Federal Reserve System
at http://www.federalreserve.gov/releases/H15 or such
other page, section, successor site or publication as may
replace it.
"Reference Bond Quotation" means, in relation to a
Reset Reference Bank and a Reset Determination Date,
the rate, as determined by the Calculation Agent, as
being the semi-annual yield-to-maturity based on the
secondary market bid price of such Reset Reference
Bank for the relevant Reset United States Treasury
Security at approximately 5.00 p.m. New York time on
such Reset Determination Date.
"Reset Reference Bank Rate" means, in relation to a
Reset Period and the Reset Determination Date in
relation to such Reset Period, the rate (expressed as a
percentage rate per annum and rounded, if necessary, to
the nearest 0.001 percent (0.0005 percent being
rounded upwards)) determined on the basis of the

Reference Bond Quotations provided by the Reset
Reference Banks to the Calculation Agent at
approximately 5.00 p.m. New York time on such Reset
Determination Date. If at least three such Reference
Bond Quotations are provided, the Reset Reference
Bank Rate will be the arithmetic mean (rounded as
aforesaid) of the Reference Bond Quotations provided,
eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest). If only
two Reference Bond Quotations are provided, the Reset
Reference Bank Rate will be the arithmetic mean
(rounded as aforesaid) of the Reference Bond
Quotations provided. If fewer than two Reference Bond
Quotations are provided, the Reset Reference Bank
Rate for the relevant Reset Period will be the relevant
CMT Rate as at the last preceding Reset Date or, in the
case of the first Reset Determination Date, the First
Reset Rate of Interest shall be the Initial Rate of
Interest.
"Reset Reference Banks" means the principal office in
New York City of five major banks which are primary
United States Treasury Securities dealers or market
makers in pricing corporate bond issues denominated
in U.S. dollars, in each case, as selected by the Issuer.
"Reset United States Treasury Security" means, with
respect to any Reset Period, the United States Treasury
Security selected by the Issuer with a maturity date on
or about the last day of such Reset Period and that
would be utilized, at the time of selection and in
accordance with customary financial practice, in
pricing new issues of corporate debt securities
denominated in U.S. dollars and having a maturity of
five years.
"United States Treasury Securities" means securities
that are direct obligations of the United States Treasury,
issued other than on a discount basis.
20.
Floating Rate Note Provisions
Not Applicable
21.
Zero Coupon Note Provisions
Not Applicable
22.
Index-Linked Interest Note Provisions
Not Applicable
23.
Inflation-Linked Interest Note Provisions
Not Applicable
24.
Change of Interest Basis Provisions
See paragraph 19 above
25.
Zero Coupon Note Provisions
Not Applicable
26.
Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
27.
Notice periods for Condition 10.3, Condition 10.5 and
Minimum period: 5 days
Condition 10.6:
Maximum period: 90 days
28.
Issuer Call
Applicable

(i)
Optional Redemption Date(s) (Call):
June 30, 2030

(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
29.
Regulatory Call
Applicable
30.
Issuer Call due to a MREL or TLAC
Not Applicable
Disqualification Event
31.
Final Redemption Amount
Not Applicable
32.
Early Redemption Amount
US$1,000 per Calculation Amount
Early Redemption Amount payable on redemption:
See also paragraph 29 (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
33.
Form of Notes:
Registered Global Notes
34.
Additional Financial Center(s) or other special
TARGET2, London and New York
provisions relating to Payment Dates:
35.
Details relating to Instalment Notes: amount of each
Not Applicable
instalment, date on which each payment is to be made:
36.
Other terms or special conditions:
Not Applicable

DISTRIBUTION
37.
(i)
Names of Managers:
BofA Securities, Inc.
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
TD Securities (USA) LLC
UniCredit Bank AG

(ii)
Stabilizing Manager(s) (if any):
Not Applicable
38.
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 June
19, 2020
39.
Prohibition of Sales to EEA Retail Investors:
Applicable
40.
EU Benchmark Regulation:
Applicable: Amounts payable under the Notes are
calculated by reference to the Reset Reference Rate,
which is provided by Bloomberg Index Services
Limited.

EU Benchmark Regulation: Article 29(2) statement on As at the date of these Final Terms, Bloomberg Index
benchmarks:
Services 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].

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.

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 censure 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
Final Terms

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: Baa3
Fitch: BB
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$1,490,250,000
5.
Yield
5.459% 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:
US904678AS85
(Italian Substitute Tax Exempt, subject to
Appendix B)

US ISIN Code for N Global Receipts:
US904678AT68
(Subject to Italian Substitute Tax)

IT ISIN Code for X Global Notes:
IT0005415200
(Italian Substitute Tax Exempt, subject to
Appendix B)