Obligation UniCred 2.2% ( XS2207976783 ) en EUR

UniCred

100 % ▲

Italie

XS2207976783 ( en EUR )

2.2% par an ( paiement annuel )

21/07/2027

Prospectus brochure de l'obligation UniCredit XS2207976783 en EUR 2.2%, échéance 21/07/2027

250 000 EUR

1 250 000 000 EUR

22/07/2025 ( Dans 60 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 XS2207976783, paye un coupon de 2.2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/07/2027

EXECUTION VERSION
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 (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 (EU) 2017/1129
(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 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 dis tribution
channels.
20 July 2020
FINAL TERMS
UniCredit S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered
number 00348170101 with registered office at Piazza Gae Aulenti, 3 Tower-A 20154 Milan, Italy)
Issue of 1,250,000,000 Fixed to Floating Rate Callable Non-Preferred Senior Notes due 22 July 2027
under the
60,000,000,000 Euro Medium Term Note Programme
Part A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions for the
Italian Law Notes set forth in the Base Prospectus dated 5 June 2020 which constitutes a base prospectus for the
purposes of the Prospectus Regulation (the Base Prospectus). This document constitutes the Final Terms of the
Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such
Base Prospectus, in order to obtain all the relevant information. The Base Prospectus is available for viewing
during normal business hours at UniCredit S.p.A., Piazza Gae Aulenti, 3 Tower A 20154 Milan, Italy and has
been published on the website of UniCredit www.unicreditgroup.eu, as well as on the website of the Luxembourg
Stock Exchange, www.bourse.lu. Copies may be obtained, free of charge, from the Issuer at the address above.

1.
Series Number:
684
(a)
Tranche Number:
1
2.
Specified Currency or Currencies:
Euro ()
3.
Aggregate Nominal Amount:

(a)
Series:
1,250,000,000
1

(b)
Tranche:
1,250,000,000
4.
Issue Price:
99.855 per cent. of the Aggregate Nominal Amount
5.
Specified Denominations:
250,000 and integral multiples of 1,000 in excess
thereof up to and including 499,000. No Notes in
definitive form will be issued with a denomination
above 499,000.
(a)
Calculation Amount:
1,000
6.
Issue Date:
22 July 2020
(a)
Interest Commencement Date:
22 July 2020
7.
Maturity Date:
22 July 2027 (subject to the exercise of the Issuer Call)
8.
Interest Basis:
2.200 per cent. per annum Fixed Rate in respect of the
period from, and including, the Interest Commencement
Date to, but excluding, the Optional Redemption Date

3 month EURIBOR plus 255 bps per annum Floating
Rate in respect of the period from, and including, the
Optional Redemption Date to, but excluding, the
Maturity Date (if not called before)

(further particulars specified below)
9.
Redemption/Payment Basis:
100 per cent.
10.
Change of Interest Basis:
Applicable
The initial Interest Basis shall be Fixed Rate until the
Optional Redemption Date
The Interest Basis subsequent to the Optional
Redemption Date shall be Floating Rate
See paragraphs 13 and 15 below
(i)
Switch Option:
Not Applicable
(ii)
Switch Option Expiry Date:
Not Applicable
(iii)
Switch Option Effective Date:
Not Applicable
11.
Call Options:
Issuer Call

Issuer Call due to MREL or TLAC Disqualification
Event

(see paragraphs 19 and 21 below)
12.
Status of the Notes:
Non-Preferred Senior
2

(a)
Date of Board approval for 2 December 2019
issuance of Notes
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions:
Applicable
(a)
Rate(s) of Interest:
For the period from and including the Issue Date to but
excluding the Optional Redemption Date (the Fixed
Rate Interest), 2.200 per cent. per annum payable in
arrear on each Interest Payment Date
(b)
Interest Payment Date(s):
22 July in each year, starting on 22 July 2021, up to and
including 22 July 2026
(c)
Business Day Convention:
Following Business Day Convention (Unadjusted)
(d)
Fixed Coupon Amount(s):
22.00 per Calculation Amount
(e)
Broken Amount(s):
Not Applicable
(f)
Day Count Fraction:
Actual/Actual (ICMA)
(g)
Determination Dates:
22 July in each year
14.
Reset Note Provisions:
Not Applicable
15.
Floating Rate Note Provisions:
Applicable
(a)
Specified
Period(s)/Specified Interests payable quarterly in arrear on 22 October 2026,
Interest Payment Dates:
22 January 2027, 22 April 2027 and the Maturity Date
(if not called before), subject to adjustment in
accordance with the Business Day Convention set out in
subparagraph (b) below
(b)
Business Day Convention:
Modified Following Business Day Convention
(c)
Additional Business Centre(s):
TARGET2 and London
(d)
Manner in which the Rate of Screen Rate Determination
Interest and Interest Amount are
to be determined:
(e)
Party responsible for calculating Principal Paying Agent
the Rate of Interest and Interest
Amount (Principal Paying Agent
or
Calculation Agent as
applicable):
(f)
Screen Rate Determination:

3

(i)
Reference Rate(s):
3 month EURIBOR
(ii)
Relevant
Financial Not Applicable
Centre:
(iii)
Interest Determination The second day on which the TARGET2 System is open
Date(s):
prior to the start of each Interest Period
(iv)
Relevant Screen Page:
Bloomberg EUR003M Index
(g)
ISDA Determination:
Not Applicable
(h)
Linear Interpolation:
Not Applicable
(i)
Difference in Rates:
Not Applicable
(j)
Margin(s):
2.55 per cent. per annum
(k)
Minimum Rate of Interest:
Not Applicable
(l)
Maximum Rate of Interest:
Not Applicable

(m)
Day Count Fraction:
Actual/360
(n)
Reference Rate Replacement:
Applicable
16.
Inflation Linked Interest Note Provisions: Not Applicable
17.
Zero Coupon Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.
Notice periods for Condition 8.2 of the
Minimum period: 5 days
Terms and Conditions for the English
Law Notes and Condition 10.3 of the
Maximum period: 90 days
Terms and Conditions for the Italian Law
Notes and Condition 8.5 of the Terms
and Conditions for the English Law
Notes and Condition 10.6 of the Terms
and Conditions for the Italian Law Notes:
19.
Issuer Call:
Applicable
(a)
Optional Redemption Date(s):
22 July 2026
(b)
Optional Redemption Amount 1,000 per Calculation Amount
(in the case of Subordinated
Notes or Additional Tier 1 Notes
only, subject to the prior
approval of
the relevant
Competent
Authority,
as
applicable, and in accordance
with applicable laws and
4

regulations, including Articles
77(b) and 78 of the CRD IV
Regulation or, if different, the
then
applicable
Relevant
Regulations):
(c)
Reference Bond:
Not Applicable
(d)
Quotation Time:
Not Applicable
(e)
Redemption Margin:
Not Applicable
(f)
If redeemable in part:

(i)
Minimum Redemption Not Applicable
Amount:
(ii)
Maximum Redemption Not Applicable
Amount:
(g)
Notice period:
Minimum period: 15 days
Maximum period: 30 days
20.
Regulatory Call:
Not Applicable
21.
Issuer Call due to MREL or TLAC Applicable
Disqualification Event:
22.
Final Redemption Amount:
100 per cent. per Calculation Amount
23.
Early Redemption Amount payable on As per Condition 10.7 (Early Redemption Amounts) of
redemption:
the Terms and Conditions for the Italian Law Notes
(i)
for taxation reasons (subject to See also paragraph 21 above
Condition 8.15 of the Terms and
Conditions for the English Law
Notes and Condition 10.16 of the
Terms and Conditions for the
Italian
Law
Notes)
as
contemplated by Condition 8.2
of the Terms and Conditions for
the English Law Notes and
Condition 10.3 of the Terms and
Conditions for the Italian Law
Notes;
(ii)
for
MREL
or
TLAC
Disqualification Event (subject
to Condition 8.15 of the Terms
and Conditions for the English
Law Notes and Condition 10.16
of the Terms and Conditions for
the Italian Law Notes) as
contemplated by Condition 8.5
of the Terms and Conditions for
the English Law Notes and
5

Condition 10.6 of the Terms and
Conditions for the Italian Law
Notes; or
(iii)
on event of default (subject to
Condition 8.15 of the Terms and
Conditions for the English Law
Notes and Condition 10.16 of the
Terms and Conditions for the
Italian Law Notes),
and/or the method of calculating the same
(if required or if different from that set out
in Condition 8.6 of the Terms and
Conditions for the English Law Notes and
Condition 10.7 of the Terms and
Conditions for the Italian Law Notes:
24.
Extendible Notes::
Not Applicable
25.
RMB Currency Event:
Not Applicable
26.
Relevant Currency:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes

(a)
Form of Notes:
Bearer Notes:

Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Notes upon an Exchange Event
(b)
New Global Note:
Yes
28.
Additional Financial Centre(s):
TARGET2 and London
29.
RMB Settlement Centre(s):
Not Applicable
30.
Talons for future Coupons to be attached No
to Definitive Notes:
31.
Governing law of the Conditions
Italian Law

Signed on behalf of UniCredit S.p.A.:

By:

Duly authorised

By:

Duly authorised
6

Part B OTHER INFORMATION

1.
LISTING AND ADMISSION TO Application has been made by the Issuer (or on its behalf)
TRADING
for the Notes to be listed on the Official List of the
Luxembourg Stock Exchange and admitted to trading on
the Luxembourg Stock Exchange's regulated market with
effect from 22 July 2020.
(a)
Estimate of total expenses 3,900
related to admission to trading:

2.
RATINGS
Ratings:
The Notes to be issued have been rated:
Baa2 by Moody's Investors Service España, S.A.
(Moody's);
BBB- by S&P Global Ratings Europe Limited, Italy
Branch (S&P); and
BB+ by Fitch Ratings Ireland Limited (Fitch).
Each of Moody's, S&P and Fitch is established in the
European Union and is registered under the Regulation
(EC) No. 1060/2009 (as amended) (the CRA
Regulation).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for the fees payable to the Managers and save for the fact that UniCredit Bank AG acting as
Manager is part of the Issuer's Group, so far as the Issuer is aware, no person involved in the issue 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.
USE AND ESTIMATED NET AMOUNT OF THE PROCEEDS
(a)
Use of the proceeds:
for its general corporate purposes, which include
making a profit
(b)
Estimated net amount of the 1,248,187,500
proceeds:

5.
YIELD (Fixed Rate Notes only)
Indication of yield:
2.226 per cent.
6.
OPERATIONAL INFORMATION
(a)
ISIN Code:
XS2207976783
(b)
Common Code:
220797678
(c)
CUSIP:
Not Applicable
7

(d)
CINS:
Not Applicable
(e)
CFI:
DTFXFB, as updated, as set out on the website of the
Association of National Numbering Agencies (ANNA) or
alternatively sourced from the responsible National
Numbering Agency that assigned the ISIN
(f)
FISN:
UNICREDIT SPA/1EMTN 20270722, as updated, as set
out on the website of the Association of National
Numbering Agencies (ANNA) or alternatively sourced
from the responsible National Numbering Agency that
assigned the ISIN
(g)
Any clearing system(s) other Not Applicable
than Euroclear and Clearstream
Luxembourg and the relevant
identification number(s):
(h)
Delivery:
Delivery against payment
(i)
Names and addresses of Not Applicable
additional Paying Agent(s) (if
any):
(j)
Intended to be held in a manner Yes. Note that the designation "yes" simply means that
which would allow Eurosystem the Notes are intended upon issue to be deposited with
eligibility:
one of the ICSDs as common safekeeper and does not
necessarily mean that the Notes will be recognised as

eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem either upon
issue or at any or all times during their life. Such
recognition will depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
7.
DISTRIBUTION

(i)
Method of distribution:
Syndicated

(ii)
If syndicated, names and Banca Akros S.p.A. Gruppo Banco BPM
addresses
of
Managers Banco de Sabadell, S.A.
(specifying Lead Manager) and Banco Santander, S.A.
Bank of Montreal, London Branch
underwriting commitments:
Barclays Bank PLC
CaixaBank, S.A.
Crédit Mutuel Arkéa
DekaBank Deutsche Girozentrale
Goldman Sachs International
Natixis
Société Générale
UniCredit Bank AG
(iii)
Stabilisation Manager(s) (if Not Applicable
any):
(iv)
If non-syndicated, name and Not Applicable
address of relevant Dealer:
8

(v)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
(vi)
Prohibition of Sales to EEA and Applicable
UK Retail Investors:

(vii)
EU Benchmark Regulation:
Applicable: Amounts payable under the Notes are
calculated by reference to EURIBOR, which is provided
by the European Money Markets Institute.
EU Benchmark Regulation: As at the date of these Final Terms, the European Money
Article 29(2) statement on Markets Institute is included in the register of
benchmarks:
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).

9