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Third Supplement Dated 27 January 2012 to the Base Prospectus Dated 21 July 2011

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Third Supplement Dated 27 January 2012 to the Base Prospectus Dated 21 July 2011 THIRD SUPPLEMENT DATED 27 JANUARY 2012 TO THE BASE PROSPECTUS DATED 21 JULY 2011 UNICREDIT S.p.A. (incorporated with limited liability 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) and UNICREDIT INTERNATIONAL BANK (Luxembourg) S.A. (incorporated as a public limited liability company (société anonyme) under the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B.103.341) unconditionally and irrevocably guaranteed by UNICREDIT S.p.A. in the case of Notes issued by UniCredit Bank Ireland p.l.c. and Unicredit International Bank (Luxembourg) S.A. €60,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME This third supplement (the Supplement) to the Base Prospectus dated 21 July 2011, as previously supplemented by the supplement dated 18 August 2011 and the second supplement dated 22 December 2011 (together, 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), UniCredit Bank Ireland p.l.c. (UniCredit Ireland) and Unicredit International Bank (Luxembourg) S.A (Unicredit International Luxembourg) (each an Issuer and together the Issuers). Terms defined in the Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and any other supplements to the Prospectus issued by the Issuers. This Supplement is for the purposes of: (i) updating the “Documents Incorporated by Reference” section of the Prospectus to incorporate by reference the recent press release relating to the announcement by UniCredit of an invitation to holders of certain existing securities to submit offers to sell their securities for cash and the recent press release relating to the UniCredit Board of Director's approval of the terms and conditions and the timetable of the offer of ordinary shares to existing shareholders; and (ii) updating the "Description of UniCredit and the UniCredit Group" section of the Prospectus with the most recent information available on the Issuers and the Guarantor. 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. Documents Incorporated by Reference Announcement of an invitation to holders of certain existing securities to submit offers to sell their securities for cash On 24 January 2012, UniCredit announced an invitation to eligible holders of the certain existing Tier 1 and Tier 2 securities (the Securities) to submit offers to sell their Securities to UniCredit for cash (the Invitation). By virtue of this Supplement, the press release relating to the launch of the Invitation to holders of the Securities, which has previously been published or filed with the CSSF, is incorporated by reference in, and forms part of, the Prospectus. Documents Information Incorporated Page Reference Press Release dated 24 Entire Document N/A January 2012 Board of Director's approval of the offer of ordinary shares On 4 January 2012, the Board of Directors of UniCredit approved the terms and conditions and the timetable of the offer of ordinary shares to existing shareholders by means of the issuance of ordinary shares, and the underwriting agreement related to such transaction was signed. By virtue of this Supplement, the press release relating to the approval of the terms and conditions and the timetable of the offer of ordinary shares by the UniCredit Board of Directors, which has previously been published or filed with the CSSF, is incorporated by reference in, and forms part of, the Prospectus. Documents Information Incorporated Page Reference Press Release dated 4 January Entire Document N/A 2012 Description of UniCredit and the UniCredit Group Legal Proceedings and Additional Relevant Information The section entitled "Description of UniCredit and the UniCredit Group – Legal Proceedings” on pages 144 to 157 of the Prospectus and the section entitled "Description of UniCredit and the UniCredit Group – Additional Relevant Information” on pages 157 to 160 of the Prospectus are deleted in their entirety and replaced with the text set out in Annex 1 hereto. Major Shareholders The table which by virtue of the Second Supplement is deemed to appear after the second paragraph in the section of the Prospectus entitled "Description of UniCredit and the UniCredit Group - Major Shareholders" on page 160 of the Prospectus is deleted in its entirety and replaced by the table set out in Annex 2 hereto, and all references in this section to "15 December 2011" are replaced by "27 January 2012". 2 Litigation Except as disclosed at Annex 1 of this Supplement under “Description of UniCredit and the UniCredit Group – Legal and Arbitration Proceedings, Additional Relevant Information, Labour Related Litigation, Proceedings Related to Tax Matters and Proceedings Related to Actions by the Regulatory Authorities”, UniCredit is or has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which UniCredit is aware) in the 12 months preceding the date of this document which may have or have had in such period a significant effect on the financial position or profitability of UniCredit. General 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. Copies of this Supplement and all documents incorporated by reference in the Prospectus are available on the Luxembourg Stock Exchange's website (www.bourse.lu). Save as disclosed in this Supplement and any Supplement to the Prospectus previously issued, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus. 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 two working days after the publication of this Supplement, to withdraw their acceptances. 3 Annex 1 DESCRIPTION OF UNICREDIT AND THE UNICREDIT GROUP LEGAL AND ARBITRATION PROCEEDINGS UniCredit and other UniCredit Group companies are involved in legal proceedings. From time to time, past and present directors, officers and employees may be involved in civil or criminal proceedings the details of which the UniCredit Group may not lawfully know about or communicate. The Group is also required to deal appropriately with various legal and regulatory requirements in relation to issues such as conflicts of interest, ethical issues, anti-money laundering laws, US and international sanctions, privacy and information security rules and others. Failure to do so may lead to additional litigation and investigations and subject the Group to damages claims, regulatory fines, other penalties or reputational damage. In addition, one or more Group companies is subject to investigations by the relevant supervisory authority in a number of countries in which it operates. These include investigations relating to aspects of systems and controls and instances of actual and potential regulatory infringement by the relevant Group companies or its clients. In many cases, there is substantial uncertainty regarding the outcome of the proceedings and the amount of any possible losses. These cases include criminal proceedings, administrative proceedings brought by the relevant supervisory authority and claims in which the petitioner has not specifically quantified the penalties requested (for example, in putative class action in the United States). In such cases, given the infeasibility of predicting possible outcomes and estimating losses (if any) in a reliable manner, no provisions have been made. However, where it is possible to reliably estimate the amount of possible losses and the loss is considered likely, provisions have been made in the financial statements based on the circumstances and consistent with international accounting standards IAS. To protect against possible liabilities that may result from pending lawsuits (excluding labour law, tax cases or credit recovery actions), the UniCredit Group has set aside a provision for risks and charges of €1,403 million as at 30 September 2011. The estimate for reasonably possible liabilities and this provision are based upon currently available information but, given the numerous uncertainties inherent in litigation, involve significant elements of judgment. In some cases it is not possible to form a reliable estimate, for example where proceedings have not yet been initiated or where there are sufficient legal and factual uncertainties to make any estimate purely speculative. Therefore, it is possible that this provision may not be sufficient to entirely meet the legal costs and the fines and penalties that may result from pending legal actions, and the actual costs of resolving pending lawsuits may prove to be substantially higher. Consequently it cannot be excluded that an unfavourable outcome of such legal proceedings or such investigations may have a negative impact on the results of the UniCredit Group and/or its financial situation. Set out below is a summary of information relating to matters involving the UniCredit Group which are not considered groundless or in the ordinary course.
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