| | UNICREDIT: RIGHTS ISSUE FULLY SUBSCRIBED UniCredit S.p.A. (“UniCredit”) announces that the rights issue for the subscription of 1,606,876,817 newly issued UniCredit ordinary shares (the “New Shares” and each a “New Share”) has been completed. In particular, during the subscription period (6 February 2017 - 23 February 2017 in Italy and Germany and 8 February 2017 - 22 February 2017 in Poland, the “Subscription Period”) 616,559,900 subscription rights were exercised in respect of 1,603,055,740 New Shares, representing 99.8% of the total New Shares offered, for an aggregate amount of Euro 12,968,720,936.60. In accordance with art. 2441, paragraph 3, of the Italian Civil Code, UniCredit offered 1,469,645 rights that were not exercised during the Subscription Period (the “Unexercised Rights”) on the Italian Stock Exchange (the “Stock Exchange Offering”). All of the Unexercised Rights were sold in the Stock Exchange Offering during the first trading session of the Stock Exchange Offering, on 27 February 2017. As a result of the Stock Exchange Offering 3,821,077 shares have been subscribed in respect of 1,469,645 Unexercised Rights, for an aggregate amount of Euro 30,912,512.93, of which 39 shares, in respect of 15 residual Unexercised Rights also as a result of rounding, for an aggregate amount of Euro 315,51, have been subscribed by the underwriters. Therefore, based on the above, the rights issue results to be fully subscribed for an aggregate amount of Euro 12,999,633,449.53. Pursuant to art. 2444 of the Italian Civil Code, the certification of the full subscription of the rights issue, including the updated share capital amount, will be filed for registration with the Rome Companies’ Register within the timeframe as provided by the law. Milan, 2 March 2017 Contact details: Media Relations: Tel. +39 02 88623569; e-mail: [email protected] Investor Relations: Tel. + 39 02 88621872; e-mail: [email protected] This communication and the information contained herein does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the “Other Countries”). Any public offering is being conducted in, respectively, Italy, Germany and Poland pursuant to the Prospectus, duly authorized by Consob, and notified to the German Financial Supervisory Authority (BaFin) and the Polish Financial Supervision Authority (KNF) in accordance with applicable regulations. Neither this document nor any part of it nor the fact of its distribution may form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. The securities referred to herein have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to the corresponding regulations in force in the Other Countries. The securities may not be offered or sold in the United States unless such securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. UniCredit does not intend to register any portion of any offering in the United States. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents. This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. This communication has been prepared on the basis that any offer of securities in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (each, a “Relevant Member State”), will be made on the basis of a prospectus approved by the competent authority or notified to the relevant competent authority and published in accordance with the Prospectus Directive (the “Permitted Public Offer”) and/or pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer of securities in a Relevant Member State other than the Permitted Public Offer, may only do so in circumstances in which no obligation arises for UniCredit or any of its consolidated subsidiaries or any of the Joint Global Coordinators, the Co-Global Coordinators or the Joint Bookrunners or any of the managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (this Directive and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the Relevant Member State, together with any implementing measures in any member state). The Prospectus (including the Supplement thereto) is available on the Company’s website www.unicreditgroup.eu, as well as at the Registered Office of UniCredit S.p.A., at Via A. Specchi, 16, Rome, at the Head Office of UniCredit S.p.A., at Piazza Gae Aulenti 3 – Tower A, Milan. | |
