OFFERING CIRCULAR The date of this Offering Circular is 20th December, 2004 UniCredito Italiano S.p.A. (incorporated as a Societa' per Azioni intheRepublic of Italy) and UniCredito Italiano 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 (socie¤te¤anonyme) under the laws of the Grand Duchy of Luxembourg, having its registered office at 16, rue des Bains, L-1212 Luxembourg and registered with the Luxembourg trade and companies register under number B.103.341) unconditionally and irrevocably guaranteed by UniCredito Italiano S.p.A. in the caseofNotesissued by UniCredito Italiano Bank (Ireland) p.l.c. and UniCredit International Bank (Luxembourg) S.A. e50,000,000,000 Euro Medium Term Note Programme Arranger UBS Investment Bank Co-Arranger UBM ^ UniCredit Banca Mobiliare Dealers ABN AMRO BNP PARIBAS CALYON Corporate and Investment Bank Credit Suisse First Boston Deutsche Bank Dresdner Kleinwort Wasserstein Goldman Sachs International JPMorgan Lehman Brothers Merrill Lynch International Morgan Stanley SG Corporate & Investment Banking UBM ^ UniCredit Banca Mobiliare UBS Investment Bank On 30th November, 2000, UniCredito Italiano S.p.A. (‘‘UniCredito’’ or the ‘‘Parent’’) and UniCredito Italiano Bank (Ireland) p.l.c. (‘‘UCI Ireland’’) established a Euro Medium Term Note Programme (the ‘‘Programme’’) and issued offering circulars on that date, on 21st December, 2001, on 20th December, 2002 and on 19th December, 2003 describing the Programme. This Offering Circular supersedes any offering circular with respect to the Programme issued prior to the date hereof. Any Notes (as de¢ned below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein, but this Offering Circular does not affect the terms of any Notes issued prior to the date hereof. Under this l50,000,000,000 Programme, UniCredito, UCI Ireland and UniCredit International Bank (Luxembourg) S.A. (‘‘UCI Luxembourg’’) (each an ‘‘Issuer’’ and together the ‘‘Issuers’’) may from time to time issue notes (the ‘‘Notes’’) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as de¢ned below). The payment of all amounts due in respect of Notes issued by UCI Ireland and UCI Luxembourg (the ‘‘Guaranteed Notes’’) will be unconditionally and irrevocably guaranteed by UniCredito (in such capacity, the ‘‘Guarantor’’). Notes may be issued in bearer or registered form (respectively ‘‘Bearer Notes’’ and ‘‘Registered Notes’’). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed l50,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers speci¢ed under ‘‘Summary of the Programme’’ and any additional Dealer appointed under the Programme from time to time (each a ‘‘Dealer’’ and together the ‘‘Dealers’’), which appointment may be for a speci¢c issue or on an ongoing basis. References in this Offering Circular to the ‘‘relevant Dealer’’ shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be listed on the Luxembourg Stock Exchange. Application has also been made to The Irish Stock Exchange Limited (the ‘‘Irish Stock Exchange’’) for Notes issued by UCI Ireland under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the Of¢cial List of the Irish Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as de¢ned under ‘‘Terms and Conditions of the Notes’’) of Notes will be set out in a pricing supplement (the ‘‘Pricing Supplement’’) which, with respect to Notes to be listed on the Luxembourg Stock Exchange and/or admitted to the Of¢cial List of the Irish Stock Exchange will be delivered to the Luxembourg Stock Exchange and/or the Irish Stock Exchange (as the case may be) on or before the date of issue of the Notes of such Tranche. The Programme provides that Notes may be listed on such other or alternative or further stock exchange(s) as may be agreed between the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the relevant Dealer. Unlisted Notes may also be issued. Except as provided herein, this Offering Circular comprises listing particulars (‘‘Listing Particulars’’) approved by the Irish Stock Exchange in relation only to Notes to be issued by UCI Ireland during the period of 12 months from the date hereof. A copy of this Offering Circular has been delivered for registration to the Registrar of Companies in Ireland as required by Regulation 13(1) of the European Communities (Stock Exchange) Regulations, 1984 (as amended) of Ireland (the ‘‘Irish Regulations’’). The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), and may not be offered or sold in the United States or to, or for the bene¢t of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. See ‘‘Form of the Notes’’ for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see ‘‘Subscription and Sale and Transfer and Selling Restrictions’’. As more fully set out in ‘‘Terms and Conditions of the Notes ^ Taxation’’, in the case of payments by UniCredito as Issuer or (in the case of Guaranteed Notes) as Guarantor, additional amounts will not be payable to holders of the Notes or the interest coupons appertaining to the Notes (the ‘‘Coupons’’) with respect to any withholding or deduction pursuant to Italian Legislative Decree No. 239 of 1st April, 1996 2 (as amended or supplemented) and related regulations of implementation which have been or may subsequently be enacted (‘‘Decree 239’’). In addition, certain other (more customary) exceptions to the obligation of the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor to pay additional amounts to holders of the Notes with respect to the imposition of withholding or deduction from payments relating to the Notes also apply, also as more fully set out in ‘‘Terms and Conditions of the Notes ^ Taxation’’. Except with respect to the information set out in this Offering Circular under the heading ‘‘Book-entry Clearance Systems’’, each of UniCredito and (insofar as the contents of this Offering Circular relate to it) each of UCI Ireland and UCI Luxembourg, having made all reasonable enquiries, con¢rms that this Offering Circular contains or incorporates all information which is material in the context of the issuance and offering of Notes, that the information contained or incorporated in this Offering Circular is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of which would make this Offering Circular or any of such information or the expression of any such opinions or intentions misleading. UniCredito, UCI Ireland and UCI Luxembourg accept responsibility accordingly. Except with respect to the information included in these Listing Particulars under the heading ‘‘Book-entry Clearance Systems’’, UniCredito accepts responsibility for the information contained in these Listing Particulars. To the best of the knowledge and belief of UniCredito, the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. Except with respect to the information included in these Listing Particulars under the heading ‘‘Book-entry Clearance Systems’’, UCI Ireland accepts responsibility for the information contained in these Listing Particulars with respect to UCI Ireland and the Notes to be issued by it under the Programme and listed on the Irish Stock Exchange. To the best of the knowledge and belief of UCI Ireland (which has taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The information relating to each of the Depository Trust Company (‘‘DTC’’), Euroclear Bank S.A./N.V. as operator of the Euroclear system (‘‘Euroclear’’) and Clearstream Banking, socie¤te¤ anonyme (‘‘Clearstream, Luxembourg’’) has been accurately reproduced from information published by each of DTC, Euroclear or Clearstream, Luxembourg respectively. So far as each of UniCredito, UCI Ireland and UCI Luxembourg is aware and is able to ascertain from information published by the Clearing Systems, no facts have been omitted which would render the reproduced information misleading. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see ‘‘Documents Incorporated by Reference’’ below). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular. Neither the Trustee nor any of the Dealers have independently veri¢ed the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Trustee or the Dealers as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuers or the Guarantor in connection with the Programme.