Commentary & Deal Flow

UniCredit announces a tender offer for one series of Notes and the issue of new Euro-denominated Tier 2 Fixed Rate Subordinated Callable Notes

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