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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) €25,000,000,000 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 €25,000,000,000 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 guidelines of the Bank of Italy set out in Title V, Chapter 3 of the “Nuove Disposizioni di Vigilanza Prudenziale per le Banche” (Circolare No. 263 of 27 December 2006), 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 €25,000,000,000, 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 ongoing 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 constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the “Prospectus Directive”) and the relevant implementing measures in the Grand Duchy of Luxembourg. This Prospectus will be available on the Luxembourg Stock Exchange website at www.bourse.lu. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”), which is the Luxembourg competent authority for the purposes of the Prospectus Directive and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving information with regard to the issue of OBG under the Programme during the period of twelve (12) months after the date hereof. By approving this Base 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 7 (7) of the Luxembourg law on prospectuses for securities. 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 2004/39/EC 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). Each Series or Tranche (as defined herein) of OBG may be issued without the consent of the holders of any outstanding OBG, subject to certain conditions. OBG of different Series or Tranche 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 Series or 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 terms of the Conditions 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 (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V. as operator of the Euroclear System (“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 22 February 2008, as subsequently amended. No physical document of title will be issued in respect of the OBG of each Series or Tranche. 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)). Subject to certain exceptions as provided for in Condition 10 (Taxation), payments in respect of the OBG to be made by the Issuer will be made without deduction for or on account of withholding taxes imposed by any tax jurisdiction. In the event that any such withholding or deduction is made the Issuer will be required to pay additional amounts to cover the amounts so deducted. In such circumstances and provided that such obligation cannot be avoided by the Issuer taking reasonable measures available to it, the OBG will be redeemable (in whole, but not in part) at the option of the Issuer. See Condition 8(c). The OBG Guarantor will not be liable to pay any additional amount due to taxation reasons in case an Issuer Event of Default (as defined below) has occurred. See “Taxation”, below. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Sole Arranger UniCredit Bank AG, London Branch Dealer UniCredit Bank AG The date of this Prospectus is 20 January 2012. A14338309/6.0/20 gen 2012 - 1 - This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) and for the purpose of giving information with regard to the Issuer, the OBG Guarantor and the OBG which, according to the particular nature of the OBG, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and of the OBG Guarantor and of the rights attaching to the OBG. The Issuer accepts responsibility for the information contained in this Prospectus other than the information (regarding the OBG Guarantor set out in the section headed “Description of the OBG Guarantor” below) for which the OBG Guarantor accepts responsibility (collectively with the Issuer, the “Responsible Persons”). To the best of the knowledge of the Responsible Persons, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
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