UNICREDIT S.p.A. (incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101) Issue of €1,000,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes Issue Price: 100 per cent. The €1,000,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes (the Notes) will be issued by UniCredit S.p.A. (the Issuer or UniCredit). The Notes will constitute direct, unsecured and subordinated obligations of the Issuer, as described in Condition 4 (Status Of The Notes) in “Terms and Conditions of the Notes”. The UniCredit banking group is registered with the Register of Banking Groups held by the Bank of Italy pursuant to Article 64 of Legislative Decree No. 385 of 1 September 1993, as amended (the Italian Banking Act) under number 02008.1 (the Group or the UniCredit Group). The Notes will bear interest on their Prevailing Principal Amount (as defined in Condition 2 (Definitions and Interpretation) in “Terms and Conditions of the Notes”), payable (subject to cancellation as described below) semi-annually in arrear on 3 June and 3 December in each year (each an Interest Payment Date), as follows: (i) in respect of the period from (and including) 20 December 2017 (the Issue Date) to (but excluding) 3 June 2025 (the First Call Date) at the rate of 5.375 per cent. per annum, and (ii) in respect of each period from (and including) the First Call Date and every fifth anniversary thereof (each a Reset Date) to (but excluding) the next succeeding Reset Date (each such period, a Reset Interest Period), at the rate per annum, calculated on an annual basis and then converted to a semi-annual rate in accordance with market conventions, equal to the aggregate of 4.925 per cent. per annum (the Margin) and the 5-year Mid-Swap Rate (as defined in “Terms and Conditions of the Notes”) for the relevant Reset Interest Period. The Issuer may elect in its full discretion to cancel (in whole or in part) the Interest Amounts otherwise scheduled to be paid on any Interest Payment Date. Further, payment of Interest Amounts on any Interest Payment Date must be cancelled (in whole or, as the case may be, in part) in the circumstances described in Condition 5 (Interest and Interest Cancellation) in “Terms and Conditions of the Notes”. The cancellation of any Interest Amounts shall not constitute a default for any purpose on the part of the Issuer. Interest on the Notes is not cumulative and any Interest Amounts that the Issuer elects not to pay or is prohibited from paying will not accumulate or compound and all rights and claims in respect of such amounts shall be fully and irrevocably forfeited, and no payments shall be made, nor shall any Noteholder be entitled to any payment or indemnity in respect thereof. See Condition 5 (Interest and Interest Cancellation) in “Terms and Conditions of the Notes”. Further, during the period of any Write-Down pursuant to Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in “Terms and Conditions of the Notes”, as described below, interest will accrue on the Prevailing Principal Amount of the Notes which shall be lower than the Initial Principal Amount unless the Notes have subsequently been Written-Up in full. The principal amount of each Note may be Written Down on a pro rata basis with the other Notes and taking into account the at least pro rata write-down (or write-off) or conversion into Ordinary Shares of any other Equal Loss Absorbing Instruments (and taking into account the write-down (or write-off) or conversion of any Prior Loss Absorbing Instruments), as described in Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in “Terms and Conditions of the Notes”, if, at any time, the Common Equity Tier 1 Capital Ratio of the Issuer or the UniCredit Group falls below 5.125 per cent. or, in each case, the then minimum trigger event ratio for loss absorption applicable to Additional Tier 1 Capital instruments specified in the Relevant Regulations (excluding any guidelines or policies of non- mandatory application) applicable to the Issuer and/or the UniCredit Group (all as defined in Condition 2 (Definitions and Interpretation) in “Terms and Conditions of the Notes”). Noteholders may lose some or all of their investment in the Notes as a result of such a Write-Down. Following any such reduction, the Issuer may, in its full discretion and subject to the Maximum Distributable Amount (if any) not being exceeded thereby, increase the Prevailing Principal Amount of the Notes up to a maximum of the Initial Principal Amount, on a pro rata basis with the other Notes and with other Written-Down Additional Tier 1 Instruments, if the Issuer records positive Net Income or, to the extent permitted by the then prevailing Relevant Regulations, positive Consolidated Net Income (all as defined in Condition 2 (Definitions and Interpretation) in “Terms and Conditions of the Notes”), subject to certain further conditions. See Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in “Terms and Conditions of the Notes”. Unless previously redeemed or purchased and cancelled as provided in “Terms and Conditions of the Notes”, the Notes will mature on the date on which voluntary or involuntary winding up, dissolution, liquidation or bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa) proceedings are instituted in respect of the Issuer, in accordance with (a) a resolution of the shareholders’ meeting of the Issuer, (b) any provision of the by-laws of the Issuer (currently, the maturity of the Issuer is set in its by-laws at 31 December 2100) or (c) any applicable legal provision or any decision of any judicial or administrative authority. Noteholders do not have the right to call for the redemption of the Notes. Upon maturity, the Notes will become due and payable at an amount equal to their Prevailing Principal Amount together with any accrued interest and any additional amounts due pursuant to Condition 9 (Taxation). The Issuer may, at its sole discretion (but subject to the provisions of Condition 7.7 (Conditions to redemption and purchase) in “Terms and Conditions of the Notes”), redeem the Notes in whole, but not in part, on any Optional Redemption Date (Call) at their Prevailing Principal Amount (all as defined in Condition 2 (Definitions and Interpretation) in “Terms and Conditions of the Notes”), plus any accrued interest and any additional amounts due pursuant to Condition 9 (Taxation) in “Terms and Conditions of the Notes”. The Issuer may also, at its sole discretion (but subject to the provisions of Condition 7.7 (Conditions to redemption and purchase) in “Terms and Conditions of the Notes”), redeem the Notes in whole, but not in part, at any time at their Prevailing Principal Amount upon the occurrence of a Capital Event or a Tax Event (all as defined in Condition 2 (Definitions and Interpretation) in the “Terms and Conditions of the Notes) plus any accrued interest and any additional amounts due pursuant to Condition 9 (Taxation) in “Terms and Conditions of the Notes”. Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 (the Luxembourg Act) on prospectuses for securities to approve this document as a prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act. Application has also been made to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission 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 the Markets in Financial Instruments Directive 2004/39/EC. This Prospectus (together with any documents incorporated by reference herein) is available on the Luxembourg Stock Exchange website (www.bourse.lu). Payments of interest or other amounts relating to the Notes may be subject to a substitute tax (referred to as imposta sostitutiva) of 26 per cent. in certain circumstances. In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest or other amounts relating to the Notes, each Noteholder not resident in the Republic of Italy is required to comply with the deposit requirements described in "Taxation – Taxation in the Republic of Italy" and to certify, prior to or concurrently with the delivery of the Notes, that such Noteholder is, inter alia, (i) resident in a country which recognises the Italian tax authorities' right to an exchange of information pursuant to terms and conditions set forth in the relevant treaty (such countries are listed in the Ministerial Decree of 4 September 1996, as amended by Ministerial Decree of 23 March 2017 and possibly further amended by future decrees issued pursuant to Article 11(4)(c) of Decree No. 239 of 1 April 1996 (as amended by Legislative Decree No. 147 of 14 September 2015)) and (ii) the beneficial owner of payments of interest, premium or other amounts relating to the Notes, all as more fully set out in “Taxation – Taxation in the Republic of Italy” on page 143. The Notes are expected to be rated "B+" by Fitch Italia S.p.A. (Fitch). Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).