Commentary & Deal Flow

IPTs: PerpNC5: 6.625-6.75%a

• Issuer: UniCredit S.p.A
• LEI: 549300TRUWO2CD2G5692
• Notes: Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes. Reg S Compliance Category 2 / TEFRA not applicable
• Format: Bearer, Dematerialised
• Ranking: As long as the Additional Tier 1 Notes qualify (in full or in part) as Additional Tier 1 Capital, they will constitute direct, unsecured and subordinated obligations of the Issuer ranking: (i) subordinated and junior to all indebtedness of the Issuer; (ii) pari passu among themselves and with the Issuer’s obligations in respect of any Additional Tier 1 Capital instruments;(iii) senior to the share capital of the Issuer.
• Maturity: Perpetual (maturity linked to corporate duration of UniCredit S.p.A.)
• Issuer Ratings: A3/A-/A- (Moody's/S&P/Fitch)
• Expected Issue Ratings: Ba2/BB (Moody's/S&P)
• Rating Split: Issuer: A3/A-/A- (Moody's/S&P/Fitch), Issue: Ba2/BB (Moody's/S&P)
• Size: € max. 750m
• Pricing Date: 18-Sep-26
• Settlement Date: 25-Sep-26 (T+5)
• Optional Redemption Date: The Notes may be redeemed, in whole or in part, at the option of the Issuer on (i) the First Reset Date and (ii) any Interest Payment Date thereafter, at the Prevailing Principal Amount, together (if appropriate) with any accrued interest and in compliance with the Relevant Regulations as per Condition 10.16 of the Terms & Conditions for the Dematerialised Notes of the EMTN Programme.
• First Reset Date: 03-Dec-31
• Interest: Fixed rate of [●]% per annum until the First Reset Date and thereafter reset every 5 years to the aggregate of the Margin (no step-up) plus the then 5-Year Mid-Swap Rate (subject to benchmark replacement provisions), calculated on an annual basis and then converted to a semi-annual rate in accordance with market conventions. Non-cumulative and in each case payable semi-annually (save for the first short coupon).
• Interest Payment Dates: 3 June and 3 December in each year, from (and including) 03-Dec-26, Short first coupon
• Optional Cancellation of Interest: The Issuer may elect in its full discretion, to cancel (in whole or in part) any payment of interest otherwise due on any Interest Payment Date on a non-cumulative basis as per Condition 7.1 of the Terms & Conditions for the Dematerialised Notes of the EMTN Programme. No dividend pusher / no dividend stopper.
• Mandatory Cancellation of Interest: As per Condition 7.1 of the Terms & Conditions for the Dematerialised Notes of the EMTN Programme mandatory cancellation of interest payments (in whole or in part) upon:(i) insufficient Distributable Items; and/or (ii) interests, together with other distributions, exceeding the Maximum Distributable Amount (if any); and/or (iii) such interest being required to be cancelled by an order to the Issuer from the Competent Authority (iv) the occurrence of a Contingency Event.
• Day Count Fraction: Act/Act (ICMA), following unadjusted; TARGET2 / Milan
• Early Redemption: i) as per Condition 10.5 of the Terms & Conditions for the Dematerialised Notes of the EMTN Programme (Redemption at the option of the Issuer (Issuer Call)), on any Optional Redemption Date (Call) at the Prevailing Principal Amount, plus (if appropriate) any accrued interest; (ii) as per Condition 10.3 of the Terms & Conditions (Redemption for tax reasons), upon the occurrence of a Tax Event at any time at their Prevailing Principal Amount, plus (if appropriate) any accrued interest; (iii) as per Condition 10.4 of the Terms & Conditions (Redemption for regulatory reasons (Regulatory Call)), upon the occurrence of a Capital Event at any time at their Prevailing Principal Amount, plus (if appropriate) any accrued interest; (iv) as per Condition 10.7 of the Terms & Conditions (Clean-Up redemption at the option of the Issuer), if 75 per cent. of the initial aggregate nominal amount of the Notes has been redeemed or purchased by, or on behalf of, the Issuer and cancelled, at any time at their Prevailing Principal Amount, plus (if appropriate) any accrued interest; in each case, in compliance with the Relevant Regulations as per Condition 10.16 of the Terms & Conditions for the Dematerialised Notes of the EMTN Programme.
• Loss Absorption: As per Condition 8.1 of the Terms & Conditions for the Dematerialised Notes of the EMTN Programme, if CET1 Capital Ratio of the UniCredit Group or the Issuer at any time falls below 5.125 per cent or the then minimum trigger specified in the relevant regulations applicable to Additional Tier 1 instruments, (each, a “Contingency Event”) then the Issuer shall cancel any interest accrued and reduce the then outstanding principal amount of the Notes by the amount required to remedy the trigger breach taking into consideration the write-down or conversion, to the extent possible, of each Loss Absorbing Instrument.
• Discretionary Reinstatement: As per Condition 8.3 of the Terms & Conditions for the Dematerialised Notes of the EMTN Programme, if both a positive Net Income and a positive Consolidated Net Income are recorded, then the Issuer may, in its full discretion and subject to the Maximum Distributable Amount, increase the Prevailing Principal Amount of the Notes on a pro-rata basis with all other similar AT1 instruments; the sum of the aggregate of write-up amounts (on the Additional Tier 1 Notes and all other similar AT1 instruments) and interest payments (since end of previous financial year) (on the Additional Tier 1 Notes and all other similar AT1 instruments) not exceeding the Maximum Write-Up Amount.
• Waiver of Set-Off: Any right of set-off is waived. Each holder of an Additional Tier 1 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 Additional Tier 1 Note.
• Events of Default: The Notes have limited events of default and remedies. With respect to the Additional Tier 1 Notes, if the Issuer shall become subject to Liquidazione Coatta Amministrativa as defined in the Italian Banking Act (the Event of Default for the Subordinated Notes and Additional Tier 1 Notes), then any holder of an Additional Tier 1 Note 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 Additional Tier 1 Notes held by the holder to be forthwith due and payable whereupon the same shall become forthwith due and payable at their Prevailing Principal Amount, together with accrued interest (to the extent that such interest is not cancelled in accordance with the Terms & Conditions for the Dematerialised Notes of the EMTN Programme) (if any) to the date of repayment, without presentment, demand, protest or other notice of any kind. No Event of Default for the Additional Tier 1 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 Subordinated Notes and Additional Tier 1 Notes for any purpose).
• Listing: Luxembourg Stock Exchange’s Regulated Market
• Clearing: Euronext Securities Milan (Monte Titoli)
• Governing Law: Italian Law
• Contractual recognition of statutory bail-in powers: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority.
• Documentation: Under the Issuer’s €60bn EMTN Programme dated 11-May-26, including legal opinions, comfort letter and due diligence satisfactory to the Joint Lead Managers
• Denomination: €200,000 + €1,000 thereafter
• MiFID / UK MiFIR Target market: EU MiFID II or UK MiFIR Eligible counterparties and professional clients only / No EU PRIIPs key information document or disclosure document required by the FCA Product Disclosure Sourcebook has been prepared as not available to retail in the EEA or UK.
• Fees: The Banks will be paid a fee by the Issuer in relation to the transaction
• Global Coordinator: UniCredit
• Joint Bookrunners: Barclays, BNP Paribas, BofA Securities, Citi, J.P. Morgan, Morgan Stanley, Santander, and UniCredit (B&D)
• Schedule: Books open, today’s business
• Selling Restrictions: Reg S, TEFRA not applicable
• Advertisement: This communication is an advertisement and is not a prospectus. The Base Prospectus dated 11-May-26 is available at www.luxse.com/programme/Programme-Unicredit/12467 and the Final Terms, when available, at www.luxse.com