UniCredit International Bank (Luxembourg) S.A. UniCredit S.p.A.

Transcription

1 (incorporated as a stock corporation under the laws of the Federal Republic of Germany and registered with the Commercial Register at the Local Court (Amtsgericht) in Munich under number HRB 42148) UniCredit International Bank (Luxembourg) S.A. (incorporated as a public limited liability company (société anonyme) under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, rue Jean Monnet, L-2180 Luxembourg and registered with the Luxembourg trade and companies register under number B ) guaranteed by UniCredit S.p.A. (incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number ) in the case of Securities issued by UniCredit International Bank (Luxembourg) S.A. Base Prospectus for the issuance of Fund-linked Securities under the Euro 50,000,000,000 Debt Issuance Programme of UniCredit Bank AG and the Euro 1,000,000,000 Debt Issuance Programme of UniCredit International Bank (Luxembourg) S.A. 23 October 2015 In accordance with the Luxembourg law relating to securities prospectuses dated 10 July 2005 as amended (loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Prospectus Act"), this Base Prospectus was approved by the Commission de Surveillance du Secteur Financier ("CSSF") as the competent authority in Luxembourg (the "Competent Authority") in accordance with the Luxembourg Prospectus Act. In accordance with Article 7 (7) of the Luxembourg Prospectus Act, by approving this Base Prospectus, the CSSF gives no assurances relating to the economic and financial suitability of the transaction and the quality or solvency of the Issuers. 1

2 This document constitutes a base prospectus (the "Base Prospectus") according to Art. 5 (4) of the Directive 2003/71/EC, as amended, (the "Prospectus Directive") in connection with the Commission Regulation (EC) No 809/2004, as amended for the issuance of fund-linked securities (the "Securities") issued from time to time by UniCredit Bank AG ("UniCredit Bank" or "HVB") under the Euro 50,000,000,000 Debt Issuance Programme of UniCredit Bank AG and UniCredit International Bank (Luxembourg) S.A. ("UniCredit International Luxembourg") under the Euro 1,000,000,000 Debt Issuance Programme of UniCredit International Bank (Luxembourg) S.A. (each an "Issuer" and together the "Issuers") (each a "Programme"). The payment of all amounts due in respect of the securities issued by UniCredit International Luxembourg (the "Guaranteed Securities") will be guaranteed by UniCredit S.p.A. ("UniCredit" or the "Guarantor"). The purpose of this Base Prospectus is the offer to the public and/or the admission to trading of the Securities described herein. This Base Prospectus is to be read together with the information provided in (a) the registration document of UniCredit Bank AG dated 24 April 2015 (the "Registration Document"), whose information is incorporated herein by reference, (b) the supplements to this Base Prospectus, if any (the "Supplements"), (c) the 60,000,000,000 Euro Medium Term Note Programme of UniCredit S.p.A., UniCredit Bank Ireland p.l.c. and UniCredit International Bank (Luxembourg) S.A. dated 15 June 2015 (the "EMTN Programme") and any supplements thereto, (d) all other documents whose information is incorporated herein by reference (see "General Information Information incorporated by reference in this Base Prospectus" below) as well as (e) the respective Final Terms of the Securities (the "Final Terms"). No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers. Neither this Base Prospectus nor any other information supplied in connection with the Programme is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer or the Guarantor, that any recipient of this Base Prospectus or any other information supplied in connection with the Programme should purchase any Securities. Potential investors should note that an investment in the Securities is only suitable for investors, who understand the nature of such Securities and the extent of their exposure to risk and have sufficient knowledge, experience and access to professional advisors (including their financial, legal and tax advisors) in order to form their own legal, tax and financial opinion upon the existing risks of such investments in such Securities. Neither this Base Prospectus nor any other information supplied in connection with the Programme constitutes an offer or invitation by or on behalf of the Issuers or the Guarantor to any person to subscribe for or to purchase any Securities. The delivery of this Base Prospectus does not imply that the information contained herein concerning the Issuers or the Guarantor is correct at any time subsequent to the date of this Base Prospectus or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Issuers will be obliged to supplement this Base Prospectus. Investors should read inter alia the most recent non-consolidated or consolidated financial statements and interim reports, if any, of the Issuers and the Guarantor when deciding whether or not to purchase any Securities. The distribution of this Base Prospectus and the offer or sale of Securities may be restricted by law in certain jurisdictions. Persons into whose possession this Base Prospectus or any Securities come must inform themselves about any such restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Securities in the United States of America and on the offer or sale of the Securities in the European Economic Area (see "General Information Selling Restrictions" below). The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or delivered within the United States of America or to U.S. persons (see "General Information Selling Restrictions" below). 2

3 TABLE OF CONTENTS Summary... 5 Risk Factors A. Risks related to HVB B. Risks related to UniCredit International Luxembourg and the Guarantor C. Risks related to potential conflicts of interest D. Risks related to the Securities E. Risks related to the Underlying or its components Responsibility Statement Consent to the Use of the Base Prospectus Description of the Issuers and the Guarantor General Description of the Programme Description of the Securities Option 1: Garant Securities Option 2: Fund Index Securities Option 3: Fund Reverse Convertible Securities Option 4: Sprint Securities Option 5: Garant Basket Securities Option 6: Garant Rainbow Securities Option 7: Fund Index Performance Telescope Securities Option 8: Garant Performance Telescope Securities Option 9: Garant Performance Telescope Basket Securities Option 10: Fund Index Telescope Securities Option 11: Fund Index Geoscope Securities Option 12: Garant Telescope Securities Option 13: Garant Geoscope Securities Option 14: Securities linked to Target Vol Strategies Descriptions of the Securities incorporated by reference in the Base Prospectus Conditions of the Securities General Information Structure of the Conditions Part A General Conditions of the Securities Part B Product and Underlying Data Part C Special Conditions of the Securities Conditions of the Securities incorporated by reference in the Base Prospectus Description of Indices composed by the Issuer or by any Legal Entity belonging to the same Group Description of HVB Multi Manager Best Select Flex Index Description of HVB Vermögensdepot Wachstum Flex Index II dated 29 May Description of HVB Star Funds Excess Return Risk Control Index Form of Final Terms Guarantee Form of English Law Guarantee Taxation Germany Austria Luxembourg

4 France Belgium Ireland United Kingdom Czech Republic Poland Slovakia Italy EU Savings Directive The Proposed Financial Transactions Tax U.S. Withholding Tax General Information Selling Restrictions Authorisation Availability of Documents Clearing System Agents Significant Changes in the Financial Position of the Issuers and, if Securities are Guaranteed Securities, the Guarantor and Trend Information Confirmation with regard to the conflict of interest statement and the statement regarding the legal and arbitration proceedings Interest of Natural and Legal Persons involved in the Issue/offer Third Party Information Use of Proceeds and Reasons for the Offer Information incorporated by reference in this Base Prospectus

5 SUMMARY Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the Summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the Summary with the specification of 'Not applicable'. A. INTRODUCTION AND WARNINGS A.1 Warning This Summary should be read as an introduction to the Base Prospectus (the "Base Prospectus") for the issue of Fund-linked Securities (the "Securities") under the Euro 50,000,000,000 Debt Issuance Programme of UniCredit Bank AG ("UniCredit Bank"[, the "Issuer"] or "HVB") and Euro 1,000,000,000 Debt Issuance Programme of UniCredit International Bank (Luxembourg) S.A. ([the "Issuer" or] "UniCredit International Luxembourg"). Any decision to invest in the Securities should be based on consideration of the Base Prospectus as a whole by the investor. Where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus, or it does not provide, when read together with the other parts of the Base Prospectus, all necessary key information in order to aid investors when considering whether to invest in the Securities. A.2 Consent to the use of the base prospectus Indication of the offer period Other conditions attached to the consent [Subject to the following paragraphs, the Issuer [and the Guarantor] give[s] [its][their] consent to the use of the Base Prospectus during the term of its validity for subsequent resale or final placement of the Securities by financial intermediaries.] [Not applicable. The Issuer [and the Guarantor] [does] [do] not give[s] [its][their] consent to the use of the Base Prospectus for subsequent resale or final placement of the Securities by financial intermediaries.] [Resale or final placement of the Securities by financial intermediaries can be made and consent to use the Base Prospectus is given for [the following offer period of the Securities: [Insert offer period for which consent is given]] [the period of the validity of the Base Prospectus].] [Not applicable. No consent is given.] [The Issuer s [and the Guarantor s] consent to the use of the Base Prospectus is subject to the condition that each financial intermediary complies with the applicable selling restrictions as well as the terms and conditions of the offer. [Moreover, the Issuer s [and the Guarantor's] consent to the use of the Base Prospectus is subject to the condition that the financial intermediary using the Base Prospectus commits itself towards its customers to a responsible distribution of the Securities. This commitment is made by the publication of the financial intermediary on its website stating that the prospectus is used with the consent of the Issuer [and of the Guarantor] and subject to the con- 5

6 Provision of terms and conditions of the offer by financial intermediary ditions set forth with the consent.] Besides, the consent is not subject to any other conditions.] [Not applicable. No consent is given.] [Information on the terms and conditions of the offer by any financial intermediary is to be provided at the time of the offer by the financial intermediary.] [Not applicable. No consent is given.] B. ISSUER [AND GUARANTOR] [B.1 Legal and commercial name UniCredit Bank AG (together with its consolidated subsidiaries, the "HVB Group") is the legal name. HypoVereinsbank is the commercial name. B.2 Domicile / Legal form / Legislation / Country of incorporation UniCredit Bank has its registered office at Kardinal-Faulhaber-Straße 1, Munich, was incorporated in Germany and is registered with the Commercial Register at the Local Court (Amtsgericht) in Munich under number HRB incorporated as a stock corporation under the laws of the Federal Republic of Germany. B.4b Known trends affecting the issuer and the industries in which it operates The performance of HVB Group will depend on the future development on the financial markets and the real economy in 2015 as well as other remaining imponderables. In this environment, HVB Group will continuously adapt its business strategy to reflect changes in market conditions and carefully review the management signals derived therefrom on a regular basis. B.5 Description of the group and the issuer's position within the group B.9 Profit forecast or estimate B.10 Nature of any qualifications in the audit report on historical financial information UniCredit Bank is the parent company of HVB Group. HVB Group holds directly and indirectly equity participations in various companies. UniCredit Bank has been an affiliated company of UniCredit S.p.A., Rome ("UniCredit S.p.A.", and together with its consolidated subsidiaries, "UniCredit") since November 2005 and hence a major part of UniCredit from that date as a sub-group. UniCredit S.p.A. holds directly 100% of UniCredit Bank's share capital. Not applicable; no profit forecast or estimate is made. Not applicable; Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft, the independent auditor (Wirtschaftsprüfer) of UniCredit Bank, has audited the consolidated financial statements (Konzernabschluss) of HVB Group for the financial year ended 31 December 2013 and for the financial year ended 31 December 2014 and the financial statement (Einzelabschluss) of UniCredit Bank for the financial year ended 31 December 2014 and has in each case issued an unqualified audit opinion thereon. B.12 Selected historical key financial information Consolidated Financial Highlights as of 31 December 2014* Key performance indicators 1/1/ /12/2014 1/1/ /12/2013 Net operating profit 1) 892m 1,823m Profit before tax 1) 1,083m 1,439m 6

7 Consolidated profit 1) 785m 1,062m Earnings per share 1) Balance sheet figures 31/12/ /12/2013 Total assets 300,342 m 290,018m Shareholders' equity 20,597 m 21,009m Key capital ratios 31/12/2014 Basel III 31/12/2013 Basel II Common Equity Tier 1 capital 18,993m -- Core capital (Tier 1 capital) 18,993m 18,456m Risk-weighted assets (including equivalents for market risk and operational risk) 85.7bn 85.5bn CET 1 capital ratio 2) 22.1% -- Core capital ratio without hybrid capital (core Tier 1 ratio) 2) % Tier 1 capital ratio 2) 22.1% 21.6% * Figures shown in this table are audited and taken from the consolidated financial statements of HVB Group for the financial year ended 31 December ) 2) without discontinued operation calculated on the basis of risk-weighted assets, including equivalents for market risk and operational risk. Consolidated Financial Highlights as of 30 June 2015* Key performance indicators 1/1/ /06/2015 1/1/ /06/2014 Net operating profit 491m 386m Profit before tax 490m 499m Consolidated profit (from continuing operations) Earnings per share (full HVB Group) 326m 324m Balance sheet figures 30/06/ /12/2014 Total assets 313,672m 300,342m Shareholders' equity 20,335m 20,597m Key capital ratios 30/06/ 2015 Basel III 31/12/ 2014 Basel III 7

8 Common Equity Tier 1 capital 19,030m 18,993m Core capital (Tier 1 capital) 19,030m 18,993m Risk-weighted assets (including equivalents for market risk and operational risk) 81,325m 85,768m CET capital ratio 1) 23.4% 22.1% * Figures shown in this table are unaudited and taken from the Issuer's halfyearly financial report as of 30 June ) Calculated on the basis of risk-weighted assets, including equivalents for market risk and operational risk. Statement with regard to no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change Description of significant change in the financial position subsequent to the period covered by the historical financial information B.13 Recent events B.14 B.5 plus statement of dependency upon other entities within the group B.15 Principal activities There has been no material adverse change in the prospects of HVB Group since 31 December 2014, the date of its last published audited financial statements. Not applicable. There has been no significant change in the financial position of HVB Group since 30 June Not applicable. There are no recent events particular to UniCredit Bank which are to a material extent relevant to the evaluation of its solvency. See Element B.5 above. Not applicable. UniCredit Bank is not dependent on any entity within HVB Group. UniCredit Bank offers a comprehensive range of banking and financial products and services to private, corporate and public sector customers, international companies and institutional customers. 8

9 This range extends from mortgage loans, consumer loans, savings-and-loan and insurance products, and banking services for private customers through to business loans and foreign trade financing for corporate customers and fund products for all asset classes, advisory and brokerage services, securities transactions, liquidity and financial risk management, advisory services for affluent customers and investment banking products for corporate customers. B.16 Direct or indirect ownership or control UniCredit S.p.A. holds directly 100% of UniCredit Bank's share capital. [B.17 1 Ratings UniCredit Bank is rated by Fitch Ratings Ltd. ("Fitch"), Moody's Investors Service Ltd. ("Moody's") and Standard & Poor's Ratings Services ("S&P"). As of the date of the Base Prospectus, the following ratings were assigned to UniCredit Bank: Longterm Notes Subordinated Notes Short Term Notes Moody's A3 Baa3 P-2 negative S&P BBB BB+ A-2 negative Fitch A- BBB+ F2 Negative Outlook Fitch's long-term credit ratings are set up along a scale from AAA, AA, A, BBB, BB, B, CCC, CC, C, RD down to D. Fitch uses the intermediate modifiers "+" and "-" to denote relative status within the categories from AA to B. Fitch has also the possibility for guidance (termed "on watch") as to whether a rating is likely to be upgraded (positive), downgraded (negative) or uncertain (evolving). Fitch's short-term ratings reflect a bank's vulnerability to default in the short term at the levels F1+, F1, F2, F3, B, C, RD and D. Moody's appends long-term obligation ratings at the following levels: Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C. To each generic rating category from Aa to Caa Moody's assigns the numerical modifiers "1", "2" and "3". The modifier "1" indicates that the bank is in the higher end of its letter-rating category, the modifier "2" indicates a mid-range ranking and the modifier "3" indicates that the bank is in the lower end of its letter-rating category. Moody's also has the option of adding further guidance (referred to as "under review") as to whether a rating is likely to be upgraded (possible upgrade), downgraded (possible downgrade) or uncertain (direction uncertain). Moody's shortterm ratings are opinions of the ability of issuers to honor short-term financial obligations and range from P-1, P-2, P-3 down to NP (Not Prime). S&P assign long-term credit ratings on a scale from AAA, AA, A, BBB, BB, B, CCC, CC, C, SD to D. The ratings from AA to CCC may be modified by the addition of a "+" or "-" to show the relative standing within the major rating categories. S&P may also offer guidance (termed a "credit watch") as to whether a rating is likely to be upgraded (positive), downgraded (negative) or uncertain (developing). S&P assigns short-term credit ratings for specific issues on a scale from A-1+, A-1, A-2, A-3, B, C, SD down to D. [Not applicable. The Securities are not rated.] [The Securities have been rated as follows by [Fitch Ratings Ltd. ("Fitch")] [,] [and] [Moody's Investors Service Ltd. ("Moody's")] [and] [Standard & Poor's Ratings Services ("S&P")]: [Insert rating information relating to the Securities]] 1 This Element B.17 is only applicable in the case of Fund Index Telescope Securities and Garant Telescope Securities where the Issuer is obliged to pay the Security Holders at least 100% of the Nominal Amount due to the Terms and Conditions. 9

10 Investors should keep in mind that a rating does not constitute a recommendation to purchase, sell or hold Securities issued by the Issuer. Moreover, the ratings awarded by the rating agencies may at any time be suspended, downgraded or withdrawn.] [B.1 Legal and commercial name of the Issuer UniCredit International Bank (Luxembourg) S.A. ("UniCredit International Luxembourg"). B.2 Domicile/ legal form/ legislation/ country of incorporation UniCredit International Luxembourg is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg and domiciled in Luxembourg with registered office at 8-10 rue Jean Monnet, L-2180 Luxembourg. B.4b Trend information Not applicable. There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for its current financial year. B.5 Description of the group and the issuer's position within the group The UniCredit Banking Group, registered with the Register of Banking Groups held by the Bank of Italy pursuant to Article 64 of the Legislative Decree No. 385 of 1 September 1993 as amended (the "Banking Act") under number (the "Group" or the "UniCredit Group") is a leading financial services group with a well-established commercial network in 20 countries, including Italy, Germany, Austria, Poland and several other Central and Eastern European ("CEE") countries. As at 31 December 2014, UniCredit Group is present in approximately 50 markets with over 147,000 (including YAPI KREDI GROUP) full time equivalent employees. The Group s portfolio of activities is highly diversified by segments and geographical areas, with a strong focus on commercial banking. Its wide range of banking, financial and related activities includes deposit-taking, lending, asset management, securities trading and brokerage, investment banking, international trade finance, corporate finance, leasing, factoring and the distribution of certain life insurance products through bank branches (bancassurance). UniCredit International Luxembourg is a wholly owned subsidiary of UniCredit. B.9 Profit forecast or estimate B.10 Audit report qualifications Not applicable. No profit forecasts or estimates have been made in the Base Prospectus. Not applicable. No qualifications are contained in any audit or review report included in the Base Prospectus. 10

11 B.12 Selected historical key financial information Income Statement The table below sets out summary information extracted from the audited consolidated annual financial statements for each of the financial years ended 31 December 2014 and 31 December 2013 for UniCredit International Luxembourg: millions Year ended 31 December 2014 Year ended 31 December 2013 Operating income of which: net interest Operating costs (6) 2 Profit 8 7 Profit (loss) before tax 8 7 Net profit (loss) 5 5 Statement of Financial Position The table below sets out summary information extracted from UniCredit International Luxembourg's audited consolidated statement of financial position as at 31 December 2014 and 31 December 2013: millions As at 31 December 2014 As at 31 December 2013 Total assets 3,162 3,187 Financial assets held for trading Loans and receivables with customers Financial liabilities held for trading Deposits from customers and debt securities in issue of which: - deposits from customers ,430 2, securities in issue 2,055 1,903 Shareholders' Equity

12 Statement with regard to no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change Description of significant change in the financial or trading position subsequent to the period covered by the historical financial information B.13 Events impacting the Issuer's solvency B.14 Dependence upon other group entities B.15 Principal activities B.16 Controlling shareholders There has been no material adverse change in the prospects of UniCredit International Luxembourg since 31 December 2014, the date of its last published audited financial statements. Not applicable. There has been no significant change in the financial or trading position of UniCredit International Luxembourg since 31 December Not applicable - There are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency. See Element B.5 above. UniCredit International Luxembourg is a wholly owned subsidiary of UniCredit and owns a 100% interest in a subsidiary named UniCredit Luxembourg Finance S.A., whose principal object is the issue of securities in the US market under a USD 10 billion medium term note programme guaranteed by UniCredit S.p.A. UniCredit International Luxembourg is engaged in the business of banking and the provision of financial services. Its main business areas include treasury activities (money market, repurchase agreements or "repos", interest rate swaps, foreign exchange), issue of certificates of deposit and structured notes, selective investments for its own account, treasury services for institutional and corporate counterparties and management of the remaining credit portfolio. UniCredit International Luxembourg is a wholly owned subsidiary of UniCredit. 12

13 [B.17 2 Ratings [Not applicable. Neither UniCredit International Luxembourg nor the Securities are rated.] [The Securities have been rated as follows by [Fitch Ratings Ltd. ("Fitch")] [,] [and] [Moody's Investors Service Ltd. ("Moody's")] [and] [Standard & Poor's Ratings Services ("S&P")]: [Insert rating information relating to the Securities] UniCredit International Luxembourg is not rated. Investors should keep in mind that a rating does not constitute a recommendation to purchase, sell or hold Securities issued by the Issuer. Moreover, the ratings awarded by the rating agencies may at any time be suspended, downgraded or withdrawn.]] [B.18 Description of the Guarantee The due and punctual payment of all amounts payable by UniCredit International Luxembourg under this Base Prospectus in relation to the Securities issued by UniCredit International Luxembourg as well as the due and punctual performance and observance of each of the other provisions of this Base Prospectus on its part to be performed or observed in relation to such Securities will be irrevocably and subject as provided in the Guarantee unconditionally guaranteed by the Guarantor.] [B.19 B.19 B.1 B.19 B.2 B.19 B.4b B.19 B.5 Legal and commercial name of the Guarantor Domicile/ legal form/ legislation/ country of incorporation Trend information Description of the group and the guarantor's position within the group Information about the Guarantor UniCredit S.p.A. ("UniCredit") The Guarantor is a Società per Azioni incorporated under the laws of the Republic of Italy and domiciled in the Republic of Italy with registered office at Via A. Specchi 16, 00186, Rome, Italy. Not applicable. There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Guarantor's prospects for its current financial year. The Guarantor is the parent company of the UniCredit Banking Group, registered with the Register of Banking Groups held by the Bank of Italy pursuant to Article 64 of the Legislative Decree No. 385 of 1 September 1993 as amended (the "Banking Act") under number (the "Group" or the "UniCredit Group"). The UniCredit Group is a leading financial services group with a well-established commercial network in 20 countries, including Italy, Germany, Austria, Poland and several other CEE countries. As at 31 December 2014, UniCredit Group is present in approximately 50 markets with over 147,000 (including YAPI KREDI GROUP) full time equivalent employees. The Group s portfolio of activities is highly diversified by segments and geographical areas, with a strong focus on commercial banking. Its 2 This Element B.17 is only applicable in the case of Fund Index Telescope Securities and Garant Telescope Securities where the Issuer is obliged to pay the Security Holders at least 100% of the Nominal Amount due to the Terms and Conditions. 13

14 B.19 B.9 B.19 B.10 B.19 B.12 Profit forecast or estimate Audit report qualifications Selected historical key financial information wide range of banking, financial and related activities includes deposittaking, lending, asset management, securities trading and brokerage, investment banking, international trade finance, corporate finance, leasing, factoring and the distribution of certain life insurance products through bank branches (bancassurance). Not applicable. No profit forecasts or estimates have been made in the Base Prospectus. Not applicable. No qualifications are contained in any audit or review report included in the Base Prospectus. Income Statement The table below sets out summary information extracted from the audited consolidated annual financial statements for each of the financial years ended 31 December 2014 and 31 December 2013 of the UniCredit Group: millions Year ended 31 December 2014 Year ended 31 December 2013(**) Year ended 31 December 2013(*) Operating income of which: 22,513 23,335 23,973 net interest 12,442 12,303 12,990 dividends and other income from equity investments net fees and commissions ,572 7,361 7,728 Operating costs (13,838) (14,253) (14,801) Operating profit 8,675 9,082 9,172 Profit (loss) before tax Net profit (loss) attributable to the Group 4,091 (5,220) (4,888) 2,008 (13,965) (13,965) (*) As published in "2013 Consolidated Reports and Accounts". (**) Reclassified income statement. Comparative figures as at 31 December 2013 have been restated mainly following the introduction of IFRS 10 and IFRS 11. The figures in this table refer to the reclassified income statement. The table below sets out summary information extracted from the consolidated half-year reports as at June 30, 2015 and 30 June 2014 of the UniCredit Group: 14

15 millions Six months ended 30 June 2015 Six months ended 30 June 2014 (****) Six months ended 30 June 2014 (***) Operating income, of which: 11,484 11,387 11,312 net interest 5, ,256 dividends and other income from equity investments net fees and commissions Operating costs (loss) ,011 3,853 3,836 (6,853) (6,747) (6,926) Operating profit 4,631 4,640 4,385 Profit (loss) before tax Net profit attributable to the Group 2,123 2,446 2,446 1,034 1,116 1,116 (***) As published in the Consolidated First Half Financial Report as at June 30, (****) Reclassified, as published in the Consolidated First Half Financial Report as at June 30, Statement of Financial Position The table below sets out summary information extracted from UniCredit Group's consolidated audited statement of financial positions as at 31 December 2014 and 31 December 2013: millions As at 31 December 2014 As at 31 December 2013(**) As at 31 December 2013(*) Total assets 844, , ,838 Financial assets held for trading Loans and receivables with customers of which: 101,226 80,701 80, , , ,142 impaired loans 41,092 39,746 39,815 Financial liabilities held for trading 77,135 63,799 63,169 Deposits from cus- 560, , ,024 15

16 tomers and debt securities in issue of which: deposits from customers 410, , ,930 securities in issue 150, , ,094 Shareholders' Equity 43,390 46,722 46,841 (*) As published in "2013 Consolidated Reports and Accounts". (**) Reclassified Balance sheet. Comparative figures as at 31 December 2013 have been restated mainly following the introduction of IFRS 10 and IFRS 11. The figures in these tables refer to the reclassified balance sheet. The table below sets out summary information extracted from the consolidated half-year reports as at 30 June 2015 and 30 June 2014 of the UniCredit Group: millions As at 30 June 2015 As at 30 June 2014 (****) As at 30 June 2014 (***) Total assets 875, , ,869 Financial assets held for trading Loans and receivables with customers Financial liabilities held for trading Deposits from customers and debt securities in issue of which: deposits from customers 97,676 84,079 84, , , ,093 72,501 63,637 63, , , , , , ,490 securities in issue 144, , ,515 Shareholders' Equity 50,195 48,937 48,937 (***) As published in the Consolidated First Half Financial Report as at June 30, (****) Reclassified, as published in the Consolidated First Half Financial Report as at June 30,

17 B.19 B.13 B.19 B.14 B.19 B.15 B.19 B.16 Statement with regard to no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change Description of significant change in the financial or trading position subsequent to the period covered by the historical financial information Events impacting the Guarantor's solvency Dependence upon other group entities The Guarantor's Principal activities Controlling shareholders There has been no material adverse change in the prospects of UniCredit and the Group since 31 December 2014, the date of its last published audited financial statements. Not applicable. There has been no significant change in the financial or trading position of UniCredit and the Group since 30 June Not applicable - There are no recent events particular to the Guarantor which are to a material extent relevant to the evaluation of the Guarantor's solvency. See Element B.19 B.5 above. The Guarantor is the parent company of the UniCredit Group and carries out, in addition to banking activities, organic policy, governance and control functions vis-à-vis its subsidiary banking, financial and instrumental companies. The Guarantor, as a bank which undertakes management and coordination activities for the UniCredit Group, pursuant to the provisions of Article 61 of the Banking Act, issues, when exercising these management and coordination activities, instructions to the other members of the banking group in respect of the fulfilment of the requirements laid down by the Bank of Italy in the interest of the banking group s stability. Not applicable - No individual or entity controls the Guarantor within the meaning provided for in Article 93 of the Legislative Decree No. 58 of 24 February 1998 (the "Financial Services Act"), as amended.] 17

18 [B.19 Ratings of B.17 3 the Guarantor UniCredit S.p.A. has been rated as follows: Description Standard & Poor's Moody's Fitch ratings Short Term Counterparty Credit Rating Long Term Counterparty Credit Rating A-3 P-2 F2 BBB- Baa1 BBB+ Outlook stable stable stable Tier II Subordinated Debt BB Ba1 BBB Investors should keep in mind that a rating does not constitute a recommendation to purchase, sell or hold Securities issued by the Issuer. Moreover, the ratings awarded by the rating agencies may at any time be suspended, downgraded or withdrawn.] C. SECURITIES C.1 Type and class of the securities being offered and/or admitted to trading, including any security identification numbers [In the case of Garant Securities, the following applies: Garant Securities (the "Securities")] [In the case of Fund Index Securities, the following applies: Fund Index Securities (the "Securities")] [In the case of Fund Reverse Convertible Securities, the following applies: Fund Reverse Convertible Securities with Cash Settlement [or Physical Settlement] (the "Securities")] [In the case of Sprint Securities, the following applies: Sprint Securities (the "Securities")] [In the case of Garant Basket Securities, the following applies: Garant Basket Securities (the "Securities")] [In the case of Garant Rainbow Securities, the following applies: Garant Rainbow Securities (the "Securities")] [In the case of Fund Index Performance Telescope Securities, the following applies: Fund Index Performance Telescope Securities (the "Securities")] [In the case of Garant Performance Telescope Securities, the following applies: Garant Performance Telescope Securities (the "Securities")] [In the case of Garant Performance Telescope Basket Securities, the following applies: 3 This Element B.17 is only applicable in the case of Fund Index Telescope Securities, Fund Index Geoscope Securities, Garant Telescope Securities and Garant Geoscope Securities where the Issuer is obliged to pay the Security Holders at least 100% of the Nominal Amount due to the Terms and Conditions. 18

19 Garant Performance Telescope Basket Securities (the "Securities")] [In the case of Fund Index Telescope Securities, the following applies: Fund Index Telescope Securities (the "Securities")] [In the case of Fund Index Geoscope Securities, the following applies: Fund Index Geoscope Securities (the "Securities")] [In the case of Garant Telescope Securities, the following applies: Garant Telescope Securities (the "Securities")] [In the case of Garant Geoscope Securities, the following applies: Garant Geoscope Securities (the "Securities")] [In the case of Securities linked to Target Vol Strategies, the following applies: Securities linked to Target Vol Strategies (the "Securities")] "Nominal Amount" means [Insert] 4. ["Aggregate Nominal Amount" means [Insert].] The Securities will be issued as [notes] [certificates] with a nominal amount. ["Notes"] ["Certificates"] are debt instruments in bearer form (Inhaberschuldverschreibungen) (in the case of Securities governed by German law pursuant to 793 German Civil Code (Bürgerliches Gesetzbuch, BGB)). [The Securities are represented by a permanent global note without interest coupons.] [The Securities are initially represented by a temporary global note without interest coupons which will be exchangeable for a permanent global note without interest coupons.] The holders of the Securities (the "Security Holders") are not entitled to receive definitive Securities. The [ISIN (International Securities Identification Number)] [WKN (German Securities Identification Number (Wertpapierkennnummer)] [Common Code] is specified in the Annex to this Summary. C.2 Currency of the securities issue C.5 Restrictions of any free transferability of the securities C.8 Rights attached to the securities, including ranking and limitations to those rights The Securities are issued in [Insert] (the "Specified Currency"). Not applicable. The Securities are freely transferable. Governing law of the Securities The Securities, as to form and content, and all rights and obligations of the Issuer and the Security Holder shall be governed by [German][English] law. Rights attached to the Securities [In the case of Garant Securities, Fund Index Securities, Sprint Securities, Garant Basket, Garant Rainbow Securities and Securities linked to Target Vol Strategies, the following applies: The Securities do not bear interest.] [In the case of Fund Index Performance Telescope Securities, Garant Per- 4 In the case of Securities issued by UniCredit Bank, the Nominal Amount shall be not less than EUR 1,000. In case of Securities issued by UniCredit International Luxembourg, the Amount shall not be less than EUR 100,

20 formance Telescope Securities, Garant Performance Telescope Basket Securities, Fund Index Telescope Securities, Fund Index Geoscope Securities Garant Telescope Securities and Garant Geoscope Securities the following applies: The Securities do not bear interest. [Upon occurrence of an Income Payment Event (as specified in [C.10][C.15]),] [T][t]he Security Holders shall be entitled to payment of the respective Additional Amount (k) (as specified in [C.10][C.15]) on Additional Amount Payment Dates (k) as specified in the Annex to this Summary.] [In the case of Fund Reverse Convertible Securities, insert: The Securities bear interest on their [Aggregate Nominal Amount][Nominal Amount] for the [relevant] Interest Period at [a fixed Interest Rate] [the Reference Rate] (as specified in the Annex to this Summary) and the relevant Interest Amount shall be paid on each Interest Payment Date (as specified in the Annex to this Summary). The relevant "Interest Amount" is calculated by multiplying the product of the Interest Rate applying for the relevant Interest Period and the [Aggregate Nominal Amount] [Nominal Amount] by the Day Count Fraction (as specified in the Annex to this Summary). [In the case of all floating-rate Securities with a Maximum Interest Rate, insert: If the Interest Rate determined for an Interest Payment Date is greater than the Maximum Interest Rate, then the Interest Rate for that Interest Payment Date shall be the Maximum Interest Rate. "Maximum Interest Rate" means [Insert].] [In the case of all floating-rate Securities with a Minimum Interest Rate, insert: If the Interest Rate etermined for an Interest Payment Date is less than the Minimum Interest Rate, then the Interest Rate for that Interest Payment Date shall be the Minimum Interest Rate. "Minimum Interest Rate" means [Insert].] Upon automatic exercise on the Exercise Date (as defined in C.16) the Security Holder shall be entitled to payment of the Redemption Amount (as defined in C.15) [In the case of Securities with Cash Settlement and Physical Settlement, insert: or a delivery of a specified quantity of the Underlying] on the Maturity Date. Limitation of the rights [In the case of Garant Securities, Fund Index Securities, Garant Basket Securities, Garant Rainbow Securities, Fund Index Performance Telescope Securities, Garant Performance Telescope Securities, Garant Performance Telescope Basket Securities, Fund Index Telescope Securities, Fund Index Geoscope Securities, Garant Telescope Securities, Garant Geoscope Securities and Securities linked to Target Vol Strategies insert: The Issuer is entitled to make adjustments to the terms and conditions and to the conversion of the Securities.] [In the case of Fund Reverse Convertible Securities and Sprint Securities, insert: The Issuer is entitled to call the Securities and to make adjustments to the terms and conditions of the Securities.] Status of the Securities The obligations under the Securities constitute direct, unconditional and unsecured obligations of the Issuer and rank, unless provided otherwise by law, at least pari passu with all other unsecured unsubordinated present and future 20

21 [C.9 5 [C.10 6 Nominal interest rate; the date from which interest becomes payable and the due dates for interest; where the rate is not fixed, description of the underlying on which it is based; maturity date and arrangements for the amortisation of the loan, including the repayment procedures; an indication of yield; representation of debt security holders Description of the derivative component in the interest payment and how the investment is influenced by the value of the base instrument obligations of the Issuer. See also Element C.8 above. Option 10, 11, 12 and 13: In the case of Fund Index Telescope Securities, Fund Index Geoscope Securities, Garant Telescope Securities and Garant Geoscope Securities insert: Interest Rate, Interest Start Date, Interest Payments Dates Not applicable. The Securities do not bear interest. Underlying Descriptions of the Underlying are specified in the Annex to this Summary. For further information about the performance of the Underlying and its volatility, please refer to the Website (or any successor website), as specified in the Annex to this Summary. Redemption Redemption on the Maturity Date will be made by payment of the Redemption Amount in the Specified Currency. The "Redemption Amount" is equal to the Minimum Amount. The "Maturity Date" and the "Minimum Amount" are specified in the Annex to this Summary. Payments All payments shall be made to [Insert] (the "Principal Paying Agent"). The Principal Paying Agent shall pay the amounts due to the Clearing System for credit to the respective accounts of the depository banks for transfer to the Security Holders. The payment to the Clearing System shall discharge the Issuer from its obligations under the Securities in the amount of such payment. "Clearing System" means [Insert]. Indication of yield Not applicable. The yield cannot be calculated at the time of the issue of the Securities. Representation of the Security Holders Not applicable. No representative exists.] See also Element C.9 above. Option 10 and 12: In the case of Fund Index Telescope Securities and Garant Telescope Securities, insert: [Fund Index Telescope Securities] [Garant Telescope Securities] are Securities where the payment of the Additional Amount (k) is based on the Performance of the Underlying (k). The Performance of the Underlying (k) is equal to the difference between (i) the quotient of R (k), as the numerator, and R (initial), as the denominator, and (ii) the Strike Level, divided by D (k). D (k) and the Strike Level are specified in the Annex to this Summary, taking into account the Participation Factor (as specified in the Annex to this Summary) and the respective D (k). R (k) means the Reference Price on the respective Observation Date (k). [R (initial) is specified in the Annex to this Summary] 5 6 This Element C.9 is only applicable in the case of Fund Index Telescope Securities, Fund Index Geoscope Securities, Garant Telescope Securities and Garant Geoscope Securities where the Issuer is obliged to pay the Security Holders at least 100% of the Nominal Amount due to the Terms and Conditions. This Element C.10 is only applicable in the case of Fund Index Telescope Securities, Fund Index Geoscope Securities, Garant Telescope Securities and Garant Geoscope Securities with a denomination of less than EUR 100,000 where the Issuer is obliged to pay the Security Holders at least 100% of the Nominal Amount due to the Terms and Conditions. 21

22 [R (initial) means [Insert]. [In the case of Quanto Securities, insert: The Securities are issued as Quanto Securities. Quanto Securities are Securities where the currency relating to the Underlying (the "Underlying Currency") is not the same as the Specified Currency and where a currency protection element is provided. In the case of Quanto Securities, one unit of the Underlying Currency is equal to one unit of the Specified Currency.] [If an Income Payment Event occurs on an Observation Date (k) (as specified in the Annex to this Summary), the respective Additional Amount (k) will be paid on the respective Additional Amount Payment Date (k) (as specified in the Annex to this Summary). An "Income Payment Event" means that R (k), as determined on the respective Observation Date (k), is greater than the Strike. [The Strike is specified in the Annex to this Summary] ["Strike" means Strike Level x R (initial), where the Strike Level is specified in the Annex to this Summary]. R (k) means the Reference Price on the respective Observation Date (k). [R (initial) is specified in the Annex to this Summary] [R (initial) means [Insert]. The "Additional Amount (k)" is equal to the Nominal Amount multiplied by the Participation Factor and the Performance of the Underlying (k). [The Additional Amount (k) is not greater than the respective Maximum Additional Amount (k) (as specified in the Annex to this Summary).]] [The respective Additional Amount (k) will be paid on the respective Additional Amount Payment Date (k). The "Additional Amount (k)" is equal to the Nominal Amount multiplied by the Participation Factor and the Performance of the Underlying (k). The Additional Amount (k) is not less than the Minimum Additional Amount (k) (as specified in the Annex to this Summary). [The Additional Amount (k) is not greater than the respective Maximum Additional Amount (k).]] The value of the Securities during their term can rise if the value of the Underlying increases and can decline if the value of the Underlying falls (disregarding other factors affecting the value).] Option 11 and 13: In the case of Fund Index Geoscope Securities and Garant Geoscope Securities, insert: [Fund Index Geoscope Securities] [Garant Geoscope Securities] are Securities where the payment of the Additional Amount (k) is based on the Geometric Average Performance of the Underlying (k). The Geometric Average Performance of the Underlying (k) is the n th (when n depends on the respective D (k)) root of the Performance of the Underlying (k), where the Performance of the Underlying (k) is the quotient between of R (k), as the numerator, and R (initial), as the denominator. D (k) is specified in the Annex to this Summary, taking into account the Participation Factor (as specified in the Annex to this Summary). R (k) means the Reference Price on the respective Observation Date (k). [R (initial) is specified in the Annex to this Summary] [R (initial) means [Insert]. [In the case of Quanto Securities, insert: The Securities are issued as Quanto Securities. Quanto Securities are Securities where currency relating to the Underlying (the "Underlying Currency") is not the same as the Specified Currency and where a currency protection element is provided. In the case of Quanto Securities, one unit of the Underlying Currency is equal to one unit of the Specified Currency.] [If an Income Payment Event occurs on an Observation Date (k) (as specified 22