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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR
TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
_INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND
AND THE NORTHERN MARIANA ISLANDS_, ANY STATE OF THE UNITED STATES OR THE DISTRICT
OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
PRESS RELEASE
Results announcement of UniCredit S.p.A. tender offer for one series of Notes
Milan, 21 May 2026 - UniCredit S.p.A. _the Offeror_ announces the results of the invitation
to holders of its 1,250,000,000 Fixed Rate Resettable Tier 2 Subordinated Callable
Notes due 15 January 2032 _ISIN: XS2101558307_ _the Notes_ issued by the Offeror,
to tender any and all of their Notes for purchase by the Offeror for cash _the Offer_.
The Offer was launched on 12 May 2026 and was made on the terms and subject to the
conditions set out in the tender offer memorandum dated 12 May 2026 _the Tender Offer
Memorandum_. Capitalized terms used in this announcement but not defined have the
meanings given to them in the Tender Offer Memorandum, which is available, subject
to eligibility and registration on the offer website _the Offer Website_: https://deals.is.kroll.com/unicredit.
The Offeror hereby announces that it will accept for purchase all validly tendered
Notes and that the Acceptance Amount is equal to 663,723,000. A summary of the results
is set out below:
Notes
1,250,000,000 Fixed Rate Resettable Tier 2 Subordinated Callable Notes due 15 January
2032
ISIN
XS2101558307
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%
Purchase Price
99.75%
Acceptance Amount
663,723,000
The Expiration Deadline for the Offer was at 5.00 p.m. _CEST_ on 20 May 2026 and the
Settlement Date for the Offer is expected to be 22 May 2026.
The Offeror's new euro-denominated fixed rate resettable subordinated Tier 2 callable
notes _the New Notes_ were issued on 19 May 2026.
On the Settlement Date the Offeror will pay the Purchase Price Consideration and the
Accrued Interest Payment to Noteholders who have validly tendered their Notes for
purchase pursuant to the Offer. The aggregate nominal amount of Notes that will remain
outstanding after the Settlement Date will be equal to 586,277,000.
UniCredit Bank GmbH, Barclays Bank Ireland PLC and J.P. Morgan SE acted as Dealer
Managers of the Offer.
Kroll Issuer Services Limited is acting as Information and Tender Agent of the Offer.
INFORMATION AND TENDER AGENT
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Email: unicredit@is.kroll.com
Offer Website: https://deals.is.kroll.com/unicredit
DEALER MANAGERS
Barclays Bank Ireland PLC
One Molesworth Street
Dublin 2
Ireland D02 RF29
Attention: Liability Management Group
Email: eu.lm@barclays.com
Telephone: +44 20 3134 8515
J.P. Morgan SE
Taunustor 1 _TaunusTurm_
60310 Frankfurt am Main
Germany
Attention: Liability Management Group
Email: liability_management_EMEA@jpmorgan.com
Telephone: +44 20 7134 2468
UniCredit Bank GmbH
Arabellastr. 12
81925 Munich
Germany
Telephone: +39 02 8862 0581 / +49 89 378 15582
Attention: Debt Capital Markets Italy / Liability Management
Email: agdcfiitaly.uc@unicredit.eu /
liability.management@unicredit.de
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No
offer or invitation to acquire any securities is being made pursuant to this announcement.
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions
may be restricted by law. If you are in any doubt as to the contents of this announcement
or the Tender Offer Memorandum or the action you should take, you are recommended
to seek your own financial and legal advice, including as to any tax consequences,
immediately from your stockbroker, bank manager, solicitor, accountant or other independent
financial or legal adviser.
***
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
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RB-W: Results announcement of UniCredit S.p.A. tender offer for one series of Notes
