€60,000,000,000 Euro Medium Term Note Programme

SECOND SUPPLEMENT DATED 30 DECEMBER 2010 TO THE BASE PROSPECTUS DATED 22 OCTOBER 2010

UNICREDIT S.p.A. (incorporated as a Società per Azioni in the Republic of Italy under registered number 00348170101) and UNICREDIT BANK IRELAND p.l.c. (incorporated with limited liability in Ireland under registered number 240551) UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY UNICREDIT S.p.A. in the case of Notes issued by UniCredit Bank Ireland p.l.c.

€60,000,000,000 Euro Medium Term Note Programme

This Second Supplement (the Supplement) to the Base Prospectus dated 22 October 2010 (the Prospectus), constitutes a supplement for the purposes of Article 13.1 of Chapter 1 of Part II of the Luxembourg Act dated 10 July, 2005 on prospectuses for securities (the Prospectus Act) and is prepared in connection with the € 60,000,000,000 Euro Medium Term Note Programme (the Programme) established by UniCredit S.p.A. (UniCredit) and UniCredit Bank Ireland p.l.c. (UniCredit Ireland, and together with UniCredit, the Issuers). Terms defined in the Prospectus have the same meaning when used in this Supplement. This Supplement constitutes a Supplement to, and should be read in conjunction with, the Prospectus issued by the Issuers and with the supplement dated 29 October, 2010. Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuers and the Guarantor (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and contains no omissions likely to affect its import. In accordance with Article 13.2 of Chapter 1 of Part II of the Prospectus Act, investors who have already agreed to purchase or subscribe for the securities before this Supplement is published have the right, exercisable within a time limit of minimum two working days after the publication of this Supplement, to withdraw their acceptances. Copies of this Supplement and the documents incorporated by reference in Supplement will be available on the Luxembourg Stock Exchange website (www.bourse.lu). Disposal of 100% of UniCredit MedioCredito Centrale On 20 December 2010, UniCredit and Poste Italiane S.p.A. (Poste) signed an agreement for the disposal to Poste of 100% of UniCredit MedioCredito Centrale S.p.A. (MCC the bank of the UniCredit Group specialized in providing financing and services for the public sector and in the management of public incentives to private companies), in the context of the project promoted by the Ministry of Economy and Finance. MCC will become, post closing, the vehicle for the creation of the Banca del Mezzogiorno. The transaction envisages the disposal of MCC for a consideration of €136 million, payable by Poste upon completion of the transfer of the shares which is expected around Spring 2011, subject to certain conditions including authorizations to be received by Poste from relevant regulatory authorities. UniCredit will benefit from MCC’s result for the financial year 2010 as well as for 2011 up to the date of completion.

Copy of the press release dated 20 December 2010 relating to the signing of the agreement between UniCredit and Poste for the disposal to Poste of the 100% of MCC has been filed with the Commission de Surveillance du Secteur Financier (CSSF) and is incorporated by reference into this Supplement and, by virtue of this Supplement, such document is incorporated in, and forms part of, the Prospectus. Document Information incorporated Page Reference Press Release dated 20 December Entire Document All 2010

UniCredit’s Board of Directors approves the strategic guidelines

On 14 December 2010 UniCredit’s Board of Directors approved the Group’s strategic guidelines, which are based on four main pillars, to be presented to the financial community by Summer 2011: - Confirmation of the Group’s solid strategic platform, which is unique in Europe - International positioning enhancement to the benefit of clients and territories - Active management of asset allocation in favour of those areas with greatest expected return - Recovery of profitability and efficiency, and organizational simplification The future development will benefit from the solid strategic platform having unique characteristics in Europe, from the wide European network of commercial banks, from the high number of clients and from the offer of high quality products and services supplied by the Group’s product companies. The guidelines confirm UniCredit’s focus on clients and on the territories in which it is present, which will benefit from the relation with a bank having strong international presence and diversified know-how. UniCredit’s positioning in terms of business area composition and geographic presence provides the Group with important opportunities to significantly recover profitability also through an active management of asset allocation and ensures competitive advantage with respect to European competitors, in particular in all cross- border activities. Central and Eastern Europe will be an important area of growth for UniCredit and will experience a progressive increase of the capital allocated in the following years. In this region, the Group will pay great attention to those countries having greatest expected return. The same selective approach will guide the business reassessment in those countries where UniCredit’s positioning does not allow an adequate level of profitability or critical mass. The Corporate & Investment Banking division proves to be a fundamental pillar in the Group’s strategy and the approved strategic lines foresee its consolidation also through significant investments. The improvement of profitability will also pass through a recovery of efficiency, obtained through an organisational simplification which will render the capacity to meet client requests quicker and will further favour the closeness to territories and the understanding of their needs. The actions to recover efficiency foresee in particular: - A strong focus on restructuring and relaunching of activities in Italy and Germany, also by leveraging on the One4C project; - The increase of productivity of risk weighted assets (RWA), also thanks to the growth of activities, which absorb a low level of capital like in the case of Asset Gathering; - Consolidation of cross-selling activities by paying special attention to cross-border services, aimed at positioning the Group as a European leader in Trade Finance; - The substantial reduction of cost of risk; - The Corporate Centres’ downsizing, with a greater focus on business service. In order to simplify the organizational structure, the Board also approved the proposal to include Leasing and Factoring activities under the competences of the General Manager, while Global Transaction Banking will be part of Corporate and Investment Banking.

While moving towards a more coherently defined regulatory framework and a more stable economic and financial environment, the management team will continue to work on a detailed plan, which will quantify the Group’s medium-term objectives and which is expected to be presented by Summer 2011. Copy of the press release dated 14 December 2010 relating to the UniCredit’s Board of Directors approval of the strategic guidelines has been filed with the (CSSF) and is incorporated by reference into this Supplement and, by virtue of this Supplement, such document is incorporated in, and forms part of, the Prospectus.

Document Information incorporated Page Reference Press Release dated 14 December Entire Document All 2010

UniCredit’s consolidated results for the nine months of 2010 On 9 November 2010 the Board of Directors of UniCredit approved the consolidated results for the first nine months of 2010.

Copies of the UniCredit Consolidated Interim Report as at 30 September, 2010 and of the press release relating to the approval of the financial statements by the UniCredit Board of Directors have been filed with the CSSF and are incorporated by reference into this Supplement and, by virtue of this Supplement, such documents are incorporated in, and form part of, the Prospectus.

The following information shall be incorporated in, and form a part of, the Prospectus:

Documents Information Incorporated Page Reference Press Release dated 10 November 2010 Entire Document all UniCredit Group unaudited Consolidated Interim Report as at September 30, 2010: Consolidated balance sheet p. 16 Consolidated income statement p. 17

Any information not listed in the above cross reference list but included in the documents incorporated by reference is given for information purpose only.

Amendments to the Prospectus The Prospectus shall by way of an update amended in accordance with the amendments set out in Annex 1 to this Supplement. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail.

Annex 1 Amendments to the Prospectus for updating

Senior Management

The second paragraph and the immediately following table appearing under the heading “Senior Management” on page 150 of the Prospectus shall be deleted and replaced by the following: “The Board appoints the top executives who are responsible for managing the day to day operations, as directed by the Chief Executive Officer. The senior management of UniCredit is set out below.

Name Position Federico Ghizzoni Chief Executive Officer Roberto Nicastro General Manager – Head of F&SME, PB & CEE SBA Paolo Fiorentino Deputy General Manager – COO Head of GBS SBA Sergio Ermotti Deputy General Manager – Head of CIB SBA Nadine Faruque Head of Legal and Compliance Karl Guha Chief Risk Officer Marina Natale Chief Financial Officer Paolo Cornetta Group Head of HR ”

MAJOR SHAREHOLDERS

The paragraphs and the table under the heading “MAJOR SHAREHOLDERS” on page 144 of the Prospectus shall be deleted and replaced by the following:

“MAJOR SHAREHOLDERS

As at 10 December 2010 UniCredit’s share capital, fully subscribed and paid-up, amounted to Euro 9,648,790,961.50 and was divided into 19,297,581,923 shares of Euro 0.50 each, including 19,273,342,940 ordinary shares and 24,238,983 savings shares.

As at 10 December 2010, the main shareholders were as follows:

Main Shareholders Ordinary Shares %* Mediobanca S.p.A. – Piazzetta E. Cuccia, 1 – Milan ...... 991,211,860 5.143% (of which with right of usufruct in favour of UniCredit S.p.A.)...... 967,564,061 5.020% Aabar Luxembourg Sarl ...... 962,000,000 4.991% Central Bank of Libya Group ...... 961,421,874 4.988% Fondazione Cassa di Risparmio Verona, Vicenza, Belluno e Ancona, Via Forti Achille, 3/A, Verona, Italy ...... 894,149,221 4.639% BlackRock Inc...... 775,638,495 4.024% Fondazione Cassa di Risparmio di Torino, Via XX Settembre, 31, Torino, Italy...... 639,734,920 3.319% Carimonte Holding S.p.A., Via Indipendenza, 11, Bologna, Italy ...... 586,289,621 3.042% Libyan Investment Authority 500,000,000 2.594% Gruppo Allianz...... 392,345,349 2.036% Norges Bank 385,547,368 2.000%

* As a percentage of common capital. UniCredit’s by-laws set a limitation on voting rights at 5 per cent. of voting capital”

LEGAL PROCEEDINGS

The paragraph “Madoff” on pages 141, 142 and 143 of the prospectus shall be deleted and replaced in its entirety by the following: “Madoff In December 2008, Bernard L. Madoff (Madoff), former chairman of the NASDAQ Exchange and owner of Bernard L. Madoff Investment Securities LLC (BMIS), an investment company registered with the Securities Exchange Commission (the SEC) and the Financial Industry Regulatory Authority (FINRA), was arrested on charges of securities fraud for what has been described by U.S. authorities as a Ponzi scheme. In the same month, a bankruptcy administrator (the SIPA Trustee) for the liquidation of BMIS was appointed in accordance with the U.S. Securities Investor Protection Act of 1970. In March 2009, Madoff was found guilty of several crimes, including securities fraud, investment adviser fraud, and providing false information to the SEC. In June 2009, Madoff was sentenced to 150 years in prison. Following Madoff’s arrest, several criminal and civil suits were filed in various countries against financial institutions and investment advisers by, or on behalf of, investors, intermediaries acting as brokers for investors and public entities in relation to losses incurred. UniCredit, some of its subsidiaries, and some of their employees or former employees were subpoenaed, or may be subpoenaed in the future, in the proceedings and/or investigations of the Madoff case in various countries, including the United States, Austria, Chile and the United Kingdom. As at the date of Madoff’s arrest, the Alternative Investments division of Pioneer (PAI), a subsidiary of UniCredit, acted as investment manager and/or investment adviser for some funds that had invested in other funds with accounts at BMIS. Specifically, PAI acted as investment manager and/or investment adviser for the Primeo funds and various funds-of-funds (FoFs). PAI acted as the investment adviser for the Primeo funds from April 2007, after having taken over from BA Worldwide Fund Management, LTD (BAWFM), an indirect subsidiary of UniCredit Bank Austria AG (BA). The Primeo funds and FoFs invested in other funds, which held accounts managed by BMIS. Certain documents prepared by these funds showed assets managed by UniCredit’s subsidiaries on behalf of fund administrators in the amount of €805 million in November 2008. Based on these documents, the amount includes invested capital and proceeds from the investment. Given Madoff’s admission of guilt and the facts that emerged following the fraud committed by BMIS, it is clear that the amounts indicated in the aforementioned documents do not accurately reflect the investments made and the proceeds from these investments. As a result, the above amounts should not be considered indicative of the amount of losses incurred by final investors of the funds involved. UniCredit Bank AG (then HypoVereinsbank) issued various tranches of debt securities whose potential yield was calculated based on the yield of a hypothetical structured investment (synthetic investment) in the Primeo funds. The notional value of the debt securities issued in reference to Primeo funds was €27 million. Some legal proceedings were brought in Germany regarding debt securities issued by UniCredit Bank AG and connected to Primeo funds, naming UniCredit Bank AG as the defendant. BAWFM, acted as investment adviser for Primeo funds until the beginning of April 2007. Some BA customers purchased shares in Primeo funds that were held on their accounts with BA. UniCredit and its BA and PAI subsidiaries were named among the 50 defendants in three putative class actions suits filed with the United States District Court for the Southern District of New York (the Southern District), in which the petitioners claim to represent the investors of three funds whose assets were invested in BMIS, directly or indirectly. In October 2009, the Southern District consolidated the three cases for pretrial purposes. Thereafter, amended consolidated complaints relating to each of three investment fund groups that allegedly invested with BMIS (the “Herald” funds, “Primeo” funds and “Thema” funds) were filed. The amended “Herald” complaint, filed in February 2010, asserts putative class action claims on behalf of investors who owned shares of Herald Fund SPC-Herald USA Segregated Portfolio One and/or Herald (Lux) on 10 December 2008, or purchased shares in those funds from 12 January 2004, to 10 December 2008, and

were damaged thereby. The amended complaint alleges that UniCredit S.p.A., BA and Bank Medici AG (Bank Medici), among other defendants, breached common law duties and violated U.S. federal securities laws by, inter alia, knowingly or recklessly failing to safeguard the claimants' investment in the face of “red flags” concerning Madoff. The claimant seeks unspecified damages, punitive damages, recoupment of fees, benefits or assets unjustly obtained from the putative class, costs and attorneys’ fees to be determined at trial, as well as an injunction preventing defendants from using fund assets to defend the action or otherwise seeking indemnification from the funds. The amended “Primeo” complaint, filed in February 2010, asserts putative class action claims on behalf of investors who owned shares of Primeo Select Fund and/or Primeo Executive Fund on 10 December 2008, or purchased shares of those funds from 12 January 2004, to 12 December 2008, and were damaged thereby. The amended complaint alleges that UniCredit, BA, Bank Medici, BAWFM, PAI and Pioneer Global Asset Management S.p.A. (PGAM), among other defendants, breached common law duties and violated U.S. federal securities laws by, inter alia, misrepresenting the monitoring that would be done of Madoff and claimants’ investments and disregarding “red flags” of Madoff’s fraud. The claimants seek unspecified damages, recoupment of fees, benefits or assets unjustly obtained from the putative class, interest, punitive damages, costs and attorneys’ fees to be determined at trial, as well as an injunction preventing defendants from using fund assets to defend the action or otherwise seeking indemnification from the funds. The amended “Thema” complaint, filed in February 2010, asserts putative class action claims on behalf of investors who owned shares of Thema International Fund plc and/or Thema Fund on 10 December 2008, or purchased shares in those funds from 12 January 2004 to 14 December 2008, and were damaged thereby. The amended complaint alleges that UniCredit, BAWFM and Bank Medici, among other defendants, violated U.S. federal securities laws and committed common law torts by, inter alia, recklessly or knowingly making or failing to prevent untrue statements of material fact and/or failing to exercise due care in connection with the claimants' investments. The amended complaint further alleges that UniCredit, BAWFM and Bank Medici were unjustly enriched by the receipt of monies from the putative class. The claimants seek unspecified damages (including profits that the putative class would have earned had their money been invested prudently), interest, punitive damages, costs and attorneys’ fees, as well as an injunction preventing defendants from using fund assets to defend the action or otherwise seeking indemnification from the funds. On 5 December, 2010, the SIPA Trustee filed a complaint in the United States Bankruptcy Court in the Southern District of New York against some 70 defendants, including UniCredit, BA, BAWFM, PAI, and Bank Medici seeking, as against these and other defendants, to recover amounts to be determined at trial, allegedly representing so-called avoidable transfers to initial transferees of funds from BMIS, subsequent transfers of funds originating from BMIS (in the form of alleged management, performance, advisory, administrative and marketing fees, among other such payments, said to exceed $400 million in the aggregate for all defendants), and compensatory and punitive damages against certain defendants, including the five abovementioned, alleged to be in excess of $2 billion. Although the SIPA Trustee reserves the right to amend its complaint as its investigation of BMIS continues, the complaint includes allegations that many among the 70 defendants, including the aforementioned five, are liable for avoidable transfers under the US Bankruptcy Code, that they were unjustly enriched by the receipt of moneys from BMIS, that they aided and abetted BMIS's breach of fiduciary duty and BMIS's fraud by disregarding supposed indicia of fraud and by funnelling funds into BMIS thereby allowing it to continue its Ponzi scheme. On 10 December 2010, the SIPA Trustee filed another complaint in the United States Bankruptcy Court in the Southern District of New York against UniCredit, BA, PGAM, BAWFM, Bank Medici, Bank Austria Cayman Islands, and several persons affiliated with UniCredit and BA seeking, as against these and other defendants, to recover amounts to be determined at trial. The complaint alleges that BA is liable as an initial transferee for certain avoidable transfers received from BMIS and that BA and other UniCredit -affiliated defendants are liable as subsequent transferees for transfers of funds originating from BMIS. The complaint further alleges that all defendants were unjustly enriched by the receipt of moneys from BMIS, that they obtained and intentionally exercised control over stolen customer property as a result of their dealings with BMIS, and that they violated the Racketeer Influenced and Corrupt Organizations Act (RICO) by allegedly participating in a plan to enrich themselves by feeding investors' money into Madoff's Ponzi scheme. The SIPA Trustee seeks treble damages under RICO (three times the reported net $19.6

billion losses allegedly suffered by all BMIS investors); alleged retrocession fees, management fees, custodial fees, and other such payments; compensatory, exemplary and punitive damages; and costs of suit. These U.S. proceedings are in their initial stages. UniCredit and its affiliated defendants intend to defend these proceedings vigorously. Proceedings were initiated in Austria related to Madoff’s fraud in which BA and Bank Privat AG (a former subsidiary of BA, with which it merged on 29 October 2009), among others, were named as defendants. The parties invested in funds that, in turn, invested directly or indirectly in BMIS. BA is also the subject of proceedings in Austria following the complaint filed by the Supervisory Authority for Austrian financial markets with the Austrian Attorney’s Office and complaints filed to said Attorney’s Office by private parties that invested in funds which, in turn, invested directly or indirectly in BMIS. The parties that filed said complaints maintain that BA violated, among others, the terms of the Austrian Consolidated Investment Act that governs the role of BA as “auditor of the prospectus” of Primeo funds. UniCredit and several of its subsidiaries have received orders and requests to produce information and documents from the SEC, the U.S. Department of Justice and the SIPA Trustee in the United States, the Austrian Supervisory Authority for financial markets, the Irish Supervisory Authority for financial markets and BaFin in Germany related to their respective investigations into Madoff’s fraud. A Chilean investor in Primeo-linked notes has filed a complaint with the Chilean prosecutor. The case is at an investigative phase only. No indictments have been issued. Written questions have been addressed to seven Pioneer/UniCredit employees/former employees. In addition to proceedings stemming from the Madoff case against UniCredit, its subsidiaries and some of their respective employees and former employees, additional actions have been threatened and may be filed in the future in said countries or in other countries by private investors or local authorities. The pending or future actions may have negative consequences for the UniCredit Group. UniCredit and its subsidiaries intend to defend themselves vigorously against the Madoff-related claims and charges. At the time being it is not possible to reliably estimate the timing and results of the various actions, nor determine the level of responsibility, if any responsibility exists. Presently, in compliance with international accounting standards, no provisions have been made for specific risks associated with Madoff disputes.”