Commentary & Deal Flow

Book Update: Books above €2.25bn (excl. JLMs)

IPTs: 10NC5: MS+160a

• Issuer: UniCredit S.p.A
• Issuer LEI: 549300TRUWO2CD2G5692
• Issuer Rating: A3/A-/A- (Moody's/S&P/Fitch)
• Expected Issue Ratings: Baa3/BBB-/BBB (Moody's/S&P/Fitch)
• Security: Subordinated Tier 2
• Format: Reg S Bearer dematerialized, Compliance Category 2; TEFRA not applicable
• Size: € Benchmark
• Maturity Date: 19-May-36
• Settlement Date: 19-May-26 (T+5)
• Coupon: Fixed rate, payable annually in arrears, Act/Act. Single reset on 19-May-31 to the prevailing 5-yrs Euro Mid Swap Rate plus the Initial Margin
• Reset Date: 19-May-31
• Issuer Call: The Notes may be redeemed, in whole or in part, at the option of the Issuer on 19-May-31 (the Optional Redemption Date), at par (being the Optional Redemption Amount) together with accrued interest to (but excluding) the date of redemption, and subject to the prior consent of the relevant Competent Authority in accordance with Relevant Regulations
• Waiver of Set-Off: Any right of set-off is waived as per Condition 4 of the EMTN Programme. Each holder of a Subordinated 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 such Subordinated Note.
• Tax Call: At par. Applicable, as per Condition 10.3 of the EMTN Programme, in whole or in part (to the extent permitted by the then applicable Relevant Regulations), at their Early Redemption Amount referred to Condition 10.8 of the EMTN Programme together with accrued interest to (but excluding) the date of redemption, subject to regulatory approval
• Regulatory Call: At par. Applicable, as per Condition 10.4 of the EMTN Programme, in whole but not in part, at their Early Redemption Amount referred to Condition 10.8 of the EMTN Programme together with accrued interest to (but excluding) the date of redemption, subject to regulatory approval
• Variation: Upon (i) a Regulatory Event or a Tax Event, and/or (ii) in order to ensure the effectiveness and enforceability of Condition 19 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 EMTN Programme
• PONV: Statutory (risk factors)
• Docs: EMTN Program dated 11-May-26
• Denoms: €200k + 1k
• Clean Up Call: Applicable at 75%, at par together with accrued interest to (but excluding) the date of redemption, as per as per Condition 10.7 of the EMTN Programme, subject to regulatory approval
• Listing: Luxembourg Stock Exchange’s Regulated Market
• Governing Law: Italian Law
• Clearing: Euronext Securities Milan(Monte Titoli)
• MIFID II Target Market: Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPS or UK PRIIPS key information document (KID) or CCI product summary has been prepared as not available to retail in EEA or the UK
• Fees: The Banks will be paid a fee by the Issuer in relation to the transaction
• Sole Global Coordinator: UniCredit Bank (B&D)
• Joint Bookrunners: Barclays, BBVA, J.P. Morgan, Mediobanca, Societe Generale, TD Securities, and UniCredit Bank
• Timing: Today’s Business
• 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