Commentary & Deal Flow

Book Update: Books above €2.5bn (excl. JLMs)
IPTs: 6NC5: MS+125a

• Issuer: UniCredit S.p.A.
• Issuer LEI: 549300TRUWO2CD2G5692
• Issuer Rating: A3 by Moody’s, A- by S&P, A- by Fitch
• Expected Issue Ratings: Baa2 / BBB / BBB+ (Moody’s/S&P/Fitch)
• Security: Senior Non Preferred Notes
• Offering Format: RegS Bearer, Dematerialised
• Tenor: 6NC5-Year Fixed to Floating Rate
• Issue Size: € Benchmark
• IPTs: MS+125bps area
• Settlement: 16-Apr-26
• Maturity: 16-Apr-32
• Optional Redemption Date: 16-Apr-31
• Coupon: [TBD] %, Fixed, Annual, Act/Act, ICMA, until the Optional Redemption Date. If not redeemed on the Optional Redemption Date, quarterly coupon of 3m€+[Reoffer Spread] bps, quarterly, Actual/360
• Clean-up Redemption Option: Applicable (75%) as per Condition 10.7 of the Terms and Conditions of the EMTN Programme.
• Issuer Bail-in Acknowledgment: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority.
• Issuer Call Due to MREL Disqualification Event: At par. Applicable as per Condition 10.6 of the Terms and Conditions of the EMTN Programme.
• Redemption for tax reasons: At par. Applicable as per Condition 10.3 of the Terms and Conditions of the EMTN Programme.
• Variation Language: Upon (i) a MREL Disqualification Event or a Tax Event, and/or (ii) in order to ensure the effectiveness and enforceability of Condition 19 of the Terms and Conditions of the EMTN Programme, the Issuer may at any time vary the terms of the Notes subject to certain requirements as set out in Condition 16 of the Terms & Conditions of the EMTN Programme.
• Contractual Recognition of Bail-in: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority.
• Waiver of Set-off: Any right of set-off is waived as per Condition 3 of the Terms and Conditions of the EMTN Programme. Each holder of a Non-Preferred Senior Note unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdiction or otherwise in respect of the Non-Preferred Senior Notes
• Events of Default: The Notes have limited events of default and remedies. With respect to any Non-Preferred Senior Notes, if the Issuer shall become subject to Liquidazione Coatta Amministrativa as defined in the Italian Banking Act, then any holder of a Non-Preferred Senior Notes may, by written notice to the Issuer at the specified office of the Paying Agent for the Dematerialised Notes, effective upon the date of receipt thereof by the Paying Agent for the Dematerialised Notes, declare any Non-Preferred Senior Notes held by the holder to be forthwith due and payable whereupon the same shall become forthwith due and payable at its Early Redemption Amount together with accrued interest (if any) to the date of repayment, without presentment, demand, protest or other notice of any kind. No Event of Default for the Non-Preferred Senior Notes shall occur other than in the context of an insolvency proceeding in respect of the Issuer (and, for the avoidance of doubt, resolution proceeding(s) or moratoria imposed by a resolution authority in respect of the Issuer shall not constitute an Event of Default for the Non-Preferred Senior Notes for any purpose).
• Governing Law: Italian law
• Documentation: EMTN Programme dated 08-May-25 and supplements
• Listing: Luxembourg Stock Exchange’s Regulated Market
• Clearing: Euronext Securities Milan (Monte Titoli)
• Denomination: €150k + 1k
• Target Market: EU MiFID II or UK MiFIR Eligible counterparties and professional clients only / No EU PRIIPs or UK PRIIPs KID or CCI product summary has been prepared as not available to retail in the EEA or UK
• Status of the Note: The Notes constitute direct, unconditional, unsubordinated, and unsecured and non-preferred obligations of the Issuer, ranking junior to Senior Notes and any other unsecured and unsubordinated obligations of the Issuer which rank, or are expressed to rank by their terms, senior to the Non-Preferred Senior Notes, including claims arising from the excluded liabilities within the meaning of Article 72a(2) of the CRR, pari passu without any preferences among themselves, and with all other present or future obligations of the Issuer which do not rank or are not expressed by their terms to rank junior or senior to the relevant Non-Preferred Senior Notes and in priority to any subordinated instruments and to the claims of shareholders of UniCredit, pursuant to Article 91, section 1-bis, letter c-bis of the Legislative Decree No. 385 of September 1, 1993 of the Republic of Italy, as amended from time to time (the “Italian Banking Act”). Non-Preferred Senior Notes are notes intending to qualify as strumenti di debito chirografario di secondo livello of the Issuer, as defined under Article 12-bis of the Italian Banking Act.
• Selling Restrictions: Reg S, TEFRA not applicable
• Global Coordinator: UniCredit Bank (B&D)
• Joint Lead Managers: ABN AMRO, BNP Paribas, J.P. Morgan, Mediobanca, RBC Capital Markets, Santander, and UniCredit
• Timing: Books open. Today's business
• Fees: The Banks will be paid a fee by the Issuer in relation to the transaction
• Advertisement: This communication is an advertisement and is not a prospectus. The Base Prospectus dated 08-May-25 and supplements are available at www.luxse.com/programme/Programme-Unicredit/12467 and the Final Terms, when available, at www.luxse.com