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Unicredit S.P.A UniCredit S.p.A. (incorporated with limited liability as a "Società per Azioni" under the laws of the Republic of Italy) €35,000,000,000 Obbligazioni Bancarie Garantite Programme Guaranteed by UniCredit OBG S.r.l. (incorporated with limited liability as a "Società a responsabilità limitata" under the laws of the Republic of Italy) Under the €35,000,000,000 Obbligazioni Bancarie Garantite Programme (the “Programme”) described in this prospectus (the “Prospectus”), UniCredit S.p.A. (in its capacity as issuer of the OBG, as defined below, the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obbligazioni bancarie garantite (the “OBG”) guaranteed by UniCredit OBG S.r.l. (the “OBG Guarantor”) pursuant to Article 7 bis of Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the “Law 130”) and regulated by the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the “MEF Decree”) and the supervisory instructions of the Bank of Italy set out in Part III, Chapter 3 of the “Disposizioni di Vigilanza per le Banche” (Circolare No. 285 of 17 December 2013), as amended and supplemented from time to time (the “BoI OBG Regulations”). The payment of all amounts due in respect of the OBG will be unconditionally and irrevocably guaranteed by the OBG Guarantor. Recourse against the OBG Guarantor is limited to the Available Funds (both as defined below). The maximum aggregate nominal amount of OBG from time to time outstanding under the Programme will not at any time exceed €35,000,000,000, subject to increase as provided for under the Dealer Agreement. The OBG issued under the Programme will have a minimum denomination of €100,000 and integral multiples of €1,000 in excess thereof or such other higher denomination as may be specified in the relevant Final Terms. The OBG may be issued on a continuing basis to the Dealer(s) appointed under the Programme in respect of the OBG from time to time by the Issuer (each a “Dealer” and together the “Dealers”), the appointment of which may be for a specific issue or on an on-going basis. References in this Prospectus to the “relevant Dealer” shall, in the case of an issue of OBG being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such OBG. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF” ), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer, the OBG Guarantor or the quality of the OBG that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the OBG. By approving this Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality and solvency of the Issuer in accordance with the provisions of Article 6 (4) of the Luxembourg law on prospectuses for securities of 16 July 2019. Application has also been made to the Luxembourg Stock Exchange for the OBG issued under the Programme to be admitted during the period of 12 months from the date of this Prospectus to the official list of the Luxembourg Stock Exchange (the “Official List”) and to be admitted to trading on the Luxembourg Stock Exchange’s regulated market. References in this Prospectus to OBG being “listed” (and all related references) shall mean that such OBG have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments. However, unlisted OBG may be issued pursuant to the Programme. The relevant Final Terms (as defined below) in respect of the issue of any OBG will specify whether or not such OBG will be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market (or any other stock exchange). This Prospectus is valid for a period of 12 months from the date of its approval. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus which is capable of affecting the assessment of the OBG, prepare a supplement to this Prospectus. The obligation to prepare a supplement to this Prospectus in the event of any significant new factor, material mistake or inaccuracy does not apply when the Prospectus is no longer valid. The validify of this Prospectus ends upon expiration on 9 June 2021. Each Series or Tranche (both as defined below) of OBG may be issued without the consent of the holders of any outstanding OBG, subject to certain conditions. OBG of different Series may have different terms and conditions, including, without limitation, different maturity dates. Notice of the aggregate nominal amount of OBG, interest (if any) payable in respect of OBG, the issue price of OBG and any other terms and conditions not contained herein which are applicable to each Tranche will be set out in final terms (the “Final Terms”) which, with respect to OBG to be listed on the Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the OBG of such Series or Tranche. The OBG will be issued in dematerialised form (emesse in forma dematerializzata), will be subject to the generally applicable terms and conditions of the OBG (contained in the section headed “Terms and Conditions of the OBG”) and the applicable Final Terms and will be held in such form on behalf of the beneficial owners, until redemption and cancellation thereof, by Monte Titoli S.p.A. with registered office at Piazza degli Affari, 6, 20123 Milan, Italy (“Monte Titoli”) for the account of the relevant Monte Titoli Account Holders. The expression “Monte Titoli Account Holders” means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli (and includes any Relevant Clearing System which holds account with Monte Titoli or any depository banks appointed by the Relevant Clearing System). The expression “Relevant Clearing Systems” means any of Clearstream Banking, société anonyme with registered office at 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V. as operator of the Euroclear System with registered office at 1 Boulevard du Roi Albert II, B- 1210, Brussels, Belgium (“Euroclear”). The OBG of each Series or Tranche, issued in dematerialised form, will be deposited by the Issuer with Monte Titoli on the relevant Issue Date (as defined herein), will be in bearer form, will be at all times be in book entry form and title to the relevant OBG of each Series or Tranche will be evidenced by book entry in accordance with the provisions of Article 83-bis of Italian legislative decree No. 58 of 24 February 1998, as amended and supplemented (the “Financial Services Act”), and with regulation issued by the Bank of Italy and the Commissione Nazionale per le Società e la Borsa (“CONSOB”) on 13 August 2018, as subsequently amended. No physical document of title will be issued in respect of the OBG of each Series or Tranche. Each Series or Tranche of OBG may be assigned, on issue, a rating by Moody’s Investors Service (“Moody’s” or the “Rating Agency”, which expression shall include any successor thereof) or may be unrated as specified in the relevant Final Terms. Where a Tranche or Series of OBG is to be rated, such rating will not necessarily be the same as the rating assigned to the OBG already issued. Whether or not a rating in relation to any Tranche or Series of OBG will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 on credit rating agencies as amended from time to time (the “CRA Regulation”) will be disclosed in the relevant Final Terms. The credit ratings included or referred to in this Prospectus have been issued by Moody’s, which is established in the European Union and registered under the CRA Regulation as set out in the list of credit rating agencies registered in accordance with the CRA Regulation published on the website of the European Securities and Markets Authority (“ESMA”) pursuant to the CRA Regulation (for more information please visit the ESMA webpage http://www.esma.europa.eu/page/List- registered-and-certified-CRAs). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended). A credit rating is not a recommendation to buy, sell or hold OBG and may be subject to revision, suspension or withdrawal by any or all of the Rating Agencies and each rating shall be evaluated independently of any other. The OBG of each Series or Tranche will mature on the date mentioned in the applicable Final Terms (each a “Maturity Date”). Before the relevant Maturity Date, the OBG of each Series or Tranche will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in the Conditions (as defined below)).
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