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UniCredit S.p.A. _"UCI" or the "Offeror"_ announces:
1. a cash tender offer _the "Offer"_ for any and all of its "Euro 1,250,000,000 Fixed
Rate Resettable Tier 2 Subordinated Callable Notes due 15 January 2032" _ISIN: XS2101558307_"
_the "Notes"_; and
2. its intention to issue, subject to market conditions, a series of new euro-denominated
Fixed Rate Resettable Tier 2 Subordinated Callable notes _the "New Notes"_ under its
Euro Medium Term Note Programme, to institutional investors in Italy and abroad _excluding
the United States of America, pursuant to Regulation S of the United States Securities
Act of 1933, as amended_, in accordance with applicable laws and regulations. Application
will be made for the New Notes to be admitted to trading on the Luxembourg Stock Exchange's
regulated market and to be listed on the Official List of the Luxembourg Stock Exchange.
The Offer and the New Notes issuance are part of the Offeror's proactive management
of its financing structure.
Whether the Offeror will accept for purchase any Notes validly tendered in the Offer
is conditional, without limitation, on the successful completion _in the sole determination
of the Offeror_ of the issuance of the New Notes _the "New Financing Condition"_.
The Offeror, in its sole discretion, may waive the New Financing Condition and may
refuse to purchase the Notes under the Offer even if the New Financing Condition has
been fulfilled.
Holders of the Notes are urged to carefully read the Tender Offer Memorandum for all
details and information on the procedures for participating in the Offer, including
any amendments or supplements thereto. The launch announcement in respect of the Offer
and any other announcements made in connection therewith will be published on the
website of the Luxembourg Stock Exchange _https://www.luxse.com_.
Details of the Notes and summary of the Offer
Notes
1,250,000,000 Fixed Rate Resettable Tier 2 Subordinated Callable Notes due 15 January
2032
ISIN/Common Code
XS2101558307/210155830
Principal Outstanding Amount of the Notes
1,250,000,000
First Reset Date / Optional Redemption Date
15 January 2027
Rate of Interest until First Reset Date
2.731%
Amount of Notes Subject to the Offer
Any and all
Purchase Price
99.75%
***
Note
This announcement must be read in conjunction with the Tender Offer Memorandum and
does not constitute either an invite to participate to the Offer or an offer to sell
or the solicitation of an offer to buy the New Notes or any other financial product
and shall not constitute an offer to sell or the solicitation of an offer to buy in
the United States or in any jurisdiction in which, or to any persons to whom, such
offering, solicitation or sale would be unlawful.
The Offer and the New Notes will not be registered under the U.S. Securities Act of
1933, as amended _the "Securities Act"_ or the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold within the United
States, or to, or for the account or benefit of, U.S. persons, except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state or local securities laws.
Promotion of the Offer and the New Notes in the United Kingdom is restricted by the
Financial Services and Markets Act 2000 _the "FSMA"_, and, accordingly, the Offer
and the New Notes are not being promoted to the general public in the United Kingdom.
This announcement is only addressed to and directed at persons who _i_ have professional
experience in matters relating to investments falling within Article 19_5_ of the
Financial Services and Markets Act 2000 _Financial Promotion_ Order 2005, as amended
_the "Financial Promotion Order"_, _ii_ are persons falling within Article 49_2__a_
to _d_ _high net worth companies, unincorporated associations, etc._ of the Financial
Promotion Order, _iii_ are outside the United Kingdom or _iv_ are persons to whom
an invitation or inducement to engage in investment activity within the meaning of
section 21 of the FSMA in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated _all such persons
together being referred to as "Relevant Persons"_. If offered, the Offer and the New
Notes will only be available to Relevant Persons and this announcement must not be
acted on or relied on by anyone who is not a Relevant Person.
The New 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 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 the Directive
2014/65/EU _as amended, "MiFID II"_; _ii_ a customer within the meaning of Directive
2016/97/EU _as amended or superseded, the "Insurance Distribution Directive"_, where
that customer does not qualify as a professional client as defined in point _10_ of
Article 4_1_ of MiFID II; or is not a "qualified investor" _within the meaning of
Regulation _EU_ 2017/1129 _as amended__, and any relevant implementing measure in
the relevant EEA Member State _the "EU Prospectus Regulation"_. Consequently, no key
information document required by Regulation _EU_ No 1286/2014 _as amended, the "PRIIPs
Regulation"_ for offering or selling the securities or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or selling
the securities or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
The New 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 United Kingdom. For these purposes, a retail investor means a person who is
either one _or both_ of the following _i_ not a professional client, as defined in
point _8_ of Article 2_1_ of Regulation _EU_ No 600/2014 as it forms part of domestic
law by virtue of the EUWA; or _ii_ not a qualified investor as defined in paragraph
15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 202456.
Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook
_"DISC"_ for offering, selling or distributing the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering,
selling or distributing the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under DISC and the Consumer Composite Investments
_Designated Activities_ Regulations 2024.
Any offer of the New Notes in any EEA Member State or the United Kingdom will be made
pursuant to an exemption under the EU Prospectus Regulation or the UK Prospectus Regulation,
as applicable, from the requirement to publish a prospectus for offering the New Notes.
This press release or any information that will be provided as part of the investor
meetings is not a prospectus for the purposes of the EU Prospectus Regulation or the
UK Prospectus Regulation or any implementing legislation or rules relating thereto.
This press release may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believe," "estimate," "anticipate,"
"expect," "intend," "may," "will" or "should" or, in each case, their negative, or
other variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts and include statements regarding the Bank
or its affiliates' intentions, beliefs or current expectations concerning, among other
things, the Offering.
By their nature, forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in the
future. Readers are cautioned that forward-looking statements are no guarantee of
future performance. Given these risks and uncertainties, forward-looking statements
should not be relied upon as a prediction of actual results.
This announcement is not a public offer of financial products in Italy as per Article
2, letter _d_, of Regulation _EU_ 2017/1129 _as amended_. The documentation relating
to the offer has not been and will not be submitted to the approval of CONSOB.
Milan, 12 May 2026
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
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RB-W: UniCredit announces a tender offer for one series of Notes and the issue of new Euro-denominated
Tier 2 Fixed Rate Subordinated Callable Notes
