UNICREDIT SPA 
By NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
This press release is not for distribution, directly or
indirectly, in or into the United States (including its
territories and dependencies, any State of the United
States and the District of Columbia). This press release
does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the
United States. The securities mentioned herein have not
been, and will not be, registered under the United States
Securities Act of 1933 (the "Securities Act").
The securities referred to herein may not be offered or
sold in the United States or to, or for the account or
benefit of, U.S. persons (as such term is defined in
Regulation S under the Securities Act) except pursuant to
an exemption from the registration requirements of the
Securities Act. There will be no public offer of securities
in the United States.
It may be unlawful to distribute this press release in
certain jurisdictions. The information contained herein is
not for publication or distribution in Canada, Japan or
Australia and does not constitute an offer of securities
for sale in Canada, Japan or Australia.
This publication constitutes neither an offer to sell nor a
solicitation to buy or subscribe for securities. The Rights
of UniCredit S.p.A. were offered in Austria during the
Subscription Period on the basis of the Securities
Prospectus approved by the Italian financial supervisory
authority CONSOB and notified to the Financial Market
Authority (FMA). The Subscription Period ended on 27
January 2012.
This communication is for promotional purposes only and
under no circumstances shall constitute an offer or
invitation, or form the basis for a decision, to invest in
the securities of UniCredit S.p.A. (the "Company"). The
prospectus for the purposes of the public offering and
admission of the Company's shares to trading on the Warsaw
Stock Exchange (the "Prospectus") is the sole legally
binding document containing information about the Company
and the offering of its shares in Poland (the "Offering").
The Prospectus has been approved by Commissione Nazionale
per le Società e la Borsa - the supervising authority
competent with respect to the Company - and notified to the
Polish Financial Supervision Commission, pursuant to Art.
37 of the Polish Act on Public Offerings. For the purposes
of the Offering in Poland and admission of the
Company's shares to trading on the Warsaw Stock
Exchange, the Company has made the Prospectus available,
inter alia, on the websites of the
Companywww.unicreditgroup.eu and of the Warsaw Stock
Exchangewww.gpw.com.pl.
CAPITAL INCREASE OF UNICREDIT: AUCTION OF THE UNEXERCISED RIGHTS
Following to the press release published on 27 January
2012, UniCredit informs that 4,601,714 unexercised rights
(the "Rights") relating to the subscription of 9,203,428
UniCredit ordinary shares (the "Shares") will be offered by
the Company, through UniCredit Bank AG, Milan Branch, on
the stock exchange, pursuant to Article 2441, paragraph 3,
of the Italian Civil Code, on 1, 2, 3, 6 and 7 February
2012 (the "Auction"), subject to early closing should the
Rights be taken up in full and announced by way of press
release, as specified below.
The total number of Rights will be offered in the first
Auction day; any remaining Rights not taken up in the
previous day(s) will be offered in the subsequent days.
Exercise of the Rights purchased in the Auction and the
subsequent subscription of the related Shares must be made,
subject to forfeiture, by and no later than 8 February
2012, through authorized financial intermediaries that hold
accounts with Monte Titoli S.p.A., except in the case of
the early closing of the Auction should the Rights be taken
up in full on the 1 or 2 February 2012.
Payment date in case of the early closing of the Auction
In case of the early closing of the Auction, the Rights
purchased must be exercised, subject to forfeiture, by and
no later than the third business day following the
notification of such early closing, and accordingly:
- by and no later than 6 February 2012, in case of early
closing on 1 February 2012;
- by and no later than 7 February 2012, in case of early
closing on 2 February 2012.
If the Rights are not taken up in full during the first two
days of February referred to above, the last day for the
subscription of Shares shall remain 8 February 2012.
The Rights will be made available to purchasers through
Monte Titoli S.p.A. and subscription rights relating to
Shares entail holders to subscribe for new UniCredit
ordinary shares, with no par value and the same
characteristics of the outstanding ordinary shares at a
subscription price of Euro 1.943 per share on the basis of
an option rights ratio of 2 Shares for each Right
exercised.
The capital increase is underwritten by a syndicate
coordinated and led by BofA Merrill Lynch, Mediobanca and
UniCredit Corporate & Investment Banking who will be acting
as Joint Global Coordinators and Joint Bookrunners and will
include, in addition to BofA Merrill Lynch and Mediobanca,
Banca IMI, BNP PARIBAS, Credit Suisse, Deutsche Bank, HSBC,
J.P. Morgan, Société Générale and UBS who will be acting as
Joint Bookrunners; ING, Nomura, RBC, RBS and Santander who
will be acting as Co-Bookrunners; BBVA, Credit Agricole
CIB, Mizuho International plc and MPS Capital Services who
will be acting as Co-Lead Managers and BANCA AKROS S.p.A.,
Banca Aletti & C. S.p.A., Banca Carige S.p.A., Equita SIM
S.p.A., Intermonte, Investec Bank plc and Keefe, Bruyette &
Woods, Ltd who will be acting as Co-Managers. The
underwriting syndicate members have committed, severally
and not jointly, to subscribe any new ordinary shares that
should remain unsubscribed at the end of the offering and
of the following offer on the MTA of the unexercised
subscription rights pursuant to Article 2441, paragraph 3,
of the Italian Civil Code, up to a total amount of Euro 7.5
billion. The underwriting agreement contains, inter alia,
usual clauses which condition the effectiveness of the
underwriting commitments or which grant underwriters the
right to terminate the agreement, in line with
international best practice.
The Prospectus is available at Consob, at the registered
office of UniCredit at Via A. Specchi, 16, Rome; at the
Central Management Office of UniCredit in Milan, Piazza
Cordusio; at the registered office of UniCredit CAIB Poland
S.A. in Emilii Plater 53, 00-113 Warsaw, Poland; at
Centralny Dom Maklerski Pekao Spolka Akcyjma in ul. Woloska
18, 02-675, Warsaw, Poland; at Bank Pekao S.A. in ul.
Grzybowska 53/57, 00-950, Warsaw, Poland; at UniCredit Bank
AG, Arabellastr. 12, 81925 Munich, Germany; at Unicredit
Bank Austria, Julius Tandler Platz 3, A-1090 Vienna,
Austria; at Borsa Italiana in Milan, Piazza degli Affari 6;
and on the website of UniCredit
www.unicreditgroup.eu and of the Warsaw Stock Exchange
(Gielda Papierów Warto
