THIS ENGLISH LANGUAGE PROSPECTUS REPRESENTS AN UNOFFICIAL TRANSLATION OF THE ROMANIAN LANGUAGE PROSPECTUS APPROVED BY THE FINANCIAL SUPERVISORY AUTHORITY. THIS ENGLISH LANGUAGE PROSPECTUS IS FOR INFORMATION PURPOSE ONLY. IN CASE OF ANY DISCREPANCIES BETWEEN THE ENGLISH AND THE ROMANIAN LANGUAGE VERSIONS, THE ROMANIAN LANGUAGE PROSPECTUS AS APPROVED BY THE FINANCIAL SUPERVISORY AUTHORITY SHALL PREVAIL. THIS ENGLISH LANGUAGE PROSPECTUS REPRESENTS AN UNOFFICIAL TRANSLATION OF THE ROMANIAN LANGUAGE PROSPECTUS APPROVED BY THE FINANCIAL SUPERVISORY AUTHORITY. UniCredit Bank S.A. (a joint-stock company incorporated in Romania) Prospectus drafted for the admission to trading on the regulated market of the Bucharest Stock Exchange of the six-month ROBOR plus an interest rate within the range 0.60 – 0.70 per cent, six-month ROBOR plus an interest rate within the range 0.80 – 0.90 per cent and six-month ROBOR plus an interest rate within the range 1.00 – 1.10 per cent. unsecured Notes due 2020, 2022 and 2024 Offer Period 17 July - 21 July 2017 The six-month ROBOR plus an interest rate within the range 0.60 – 0.70 per cent. Notes due 2020 (the "Class 2020 Notes"), the six- month ROBOR plus an interest rate within the range 0.80 – 0.90 per cent. Notes due 2022 (the "Class 2022 Notes") and the six-month ROBOR plus an interest rate within the range 1.00 – 1.10 per cent. Notes due 2024 (the "Class 2024 Notes") (together, the "Notes") are offered by UniCredit Bank S.A. (the "Issuer" or the "Bank") at the value of RON 10,000 each. The aggregate principal value of the offered Notes is of RON 500,000,000. Should the subscriptions for the Notes exceed the aggregate principal value of RON 500,000,000, the Issuer will have the right (without being obliged) to increase the number of Notes up to maximum 61,000 Notes and a maximum aggregate principal value of RON 610,000,000. Unless previously redeemed or purchased, the Issuer will redeem the Notes at their principal amount as follows: the Class 2020 Notes on 15 July 2020, the Class 2022 Notes on 15 July 2022 and the Class 2024 Notes on 15 July 2024. The ISINs (International Securities Identification Numbers) for the Notes are the following: ROUCTBDBC022 (for the Class 2020 Notes), ROUCTBDBC030 (for the Class 2022 Notes) and ROUCTBDBC048 (for the Class 2024 Notes). Application will be made to the Bucharest Stock Exchange for the listing of the Notes on the Bucharest Stock Exchange and admission to trading on the Bucharest Stock Exchange's spot regulated market. The Bucharest Stock Exchange's spot regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive II (Directive 2014/65/EU). The Notes will at all times be represented in dematerialised book-entry form in the books of the Central Depositary. No physical document of title will be issued in respect of the Notes. This Prospectus constitutes a prospectus for the purposes of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive"). This Prospectus has been prepared in accordance with the Commission Regulation (EC) no. 809/2004 of 29 April 2004 as further amended, the Law no. 24/2017 on issuers of financial instruments and market operations (the "Law on Issuers") and the Regulation no. 1/2006 on issuers and securities operations of the National Securities Commission (the "NSC"), as further amended. This prospectus was approved by the Financial Supervisory Authority (the "FSA") in its capacity as competent authority through the Decision no. 910/13.07. 2017, for the purpose of the Notes being admitted to trading on the spot market of the Bucharest Stock Exchange. The Issuer has been rated BBB- from long-term issuer default rating perspective with a stable outlook by Fitch Ratings. ("Fitch"). The Notes have not been rated. Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, Fitch is included in the list of credit ratings agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/Listregistered-and-certified-CRAs) in accordance with the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Investing in the Notes involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its respective obligations under the Notes are discussed under "Risk Factors" below. Arranger UNICREDIT BANK S.A. Manager The date of this Prospectus is ______ July 2017 THE APPROVAL VISA APPLIED ON THE OFFERING PROSPECTUS DOES NOT CONSTITUTE A GUARANTEE OR ANY KIND OF ASSESSMENT BY THE FINANCIAL SUPERVISORY AUTHORITY WITH REGARD TO THE OPPORTUNITY, THE ADVANTAGES OR DISADVANTAGES, THE PROFIT OR RISKS INVOLVED IN ACCEPTING THE PUBLIC OFFERING OBJECT OF THE APPROVAL DECISION; THE APPROVAL CERTIFIES ONLY THE CONFORMITY OF THE PROSPECTUS WITH THE LEGAL REQUIREMENTS AND THE RULES ADOPTED FOR THE APPLICATION THEREOF THIS ENGLISH LANGUAGE PROSPECTUS REPRESENTS AN UNOFFICIAL TRANSLATION OF THE ROMANIAN LANGUAGE PROSPECTUS APPROVED BY THE FINANCIAL SUPERVISORY AUTHORITY. CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 2 SUMMARY ................................................................................................................................................. 4 RISK FACTORS ........................................................................................................................................ 20 USE OF PROCEEDS ................................................................................................................................. 33 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 34 DESCRIPTION OF UNICREDIT BANK S.A. AS ISSUER..................................................................... 46 THE ROMANIAN BANKING SYSTEM ................................................................................................. 90 TAXATION ............................................................................................................................................. 101 DETAILS OF THE OFFERING .............................................................................................................. 103 SUBSCRIPTION PROCEDURE ............................................................................................................. 107 SELLING AND TRANSFER RESTRICTIONS ..................................................................................... 111 GENERAL INFORMATION .................................................................................................................. 112 THIS ENGLISH LANGUAGE PROSPECTUS REPRESENTS AN UNOFFICIAL TRANSLATION OF THE ROMANIAN LANGUAGE PROSPECTUS APPROVED BY THE FINANCIAL SUPERVISORY AUTHORITY. IMPORTANT NOTICES The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains all material information with respect to the Issuer and the Notes (including all information which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes), that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the listing of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither this Prospectus nor any other information supplied in connection with the listing of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer that any recipient of this Prospectus or any other information supplied in connection with the listing of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the listing of the Notes constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that