UNICREDIT (UCG): UNICREDIT: SHAREHOLDERS' MEETING APPROVES CAPITAL INCREASE PROPOSAL - raport 3

Raport bieżący nr 3/2017

Podstawa Prawna: Inne uregulowania

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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 or subscribe 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 will be conducted in Italy pursuant to a

prospectus, duly authorized by the Commissione Nazionale per le Società e la Borsa ("Consob") 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 S.p.A. does not intend to register any portion of any offering in the United States.

UNICREDIT: SHAREHOLDERS' MEETING APPROVES CAPITAL INCREASE PROPOSAL

UniCredit S.p.A. Shareholders’ Meeting, held today in Rome, adopted the following deliberations:

In Extraordinary Part:

Share capital increase for cash consideration to be executed via a rights issue, pursuant to Article 2441, paragraphs 1, 2 and 3 of the Italian Civil Code

The shareholders’ Meeting approved, with a 99.6% majority of investors attending the EGM voted in favor, a share capital increase for cash consideration up to an aggregate amount of €13 billion, including any share premium, to be carried out no later than 30 June 2017, also

in one or more tranches and in a divisible form, through the issue of ordinary shares with regular entitlement to be pre-emptively offered to the Company’s ordinary shareholders and holders of saving shares pursuant to article 2441, paragraphs first, second and third of theItalian Civil Code (“Rights Issue”).

The Rights Issue is one of the pillars of the 2016-2019 Strategic Plan and will allow a significant strengthening of the Group’s capital ratios, so as to be in line with the best European systemic banks. The positive impact on the UniCredit’s pro-forma CET1 consolidated ratio is estimated equal to 345 basis points (calculated net of transaction costs) based on the financial position as of 30 September 2016 adjusted for the Strategic Plan

perimeter post M&A transactions and assuming the full application of the Basel III Agreement provisions as well as the execution of the full €13bn issue volume of the Rights Issue.

The Shareholders’ Meeting granted the Board of Directors the powers to establish - shortly prior to the launch of the public offering - the definitive amount of the Rights Issue, the subscription price of the newly issued shares, the portion to be allocated to the share capital and that to be allocated to the share premium reserve, the terms of effectiveness of the related subscriptions, the number of shares to be issued and the option ratio applicable to the ordinary and savings shares. The Shareholders’ Meeting also granted the Board of Directors the powers to determine the timing for the approval of the Rights Issue, specifically for the launch of the offering of option rights as well as the later offer on the stock exchange of any rights that have not been exercised at the end of the subscription period.

Subject to obtaining the necessary authorizations from the relevant authorities, the Rights Issue is expected to be completed in the first quarter of 2017.

UniCredit Corporate & Investment Banking, Morgan Stanley and UBS will act as Structuring Advisors and, alongside, BofA Merrill Lynch, J.P. Morgan and Mediobanca as Joint Global Coordinators and Joint Bookrunners. Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs International and HSBC will act as Co-Global Coordinators and Joint Bookrunners and Banca IMI, Banco Santander, Barclays, BBVA, BNP PARIBAS, COMMERZBANK, Crédit Agricole CIB, Natixis and Société Générale will act as Joint Bookrunners. On December 13, 2016 the Joint Global Coordinators – other than UniCredit Corporate & Investment Banking – and the Co-Global Coordinators and, on December 22, 2016, the Joint Bookrunners have respectively entered into pre-underwriting agreements pursuant to which they have undertaken - subject to conditions in line with market practice for similar transactions - to enter into an underwriting agreement for the subscription of any newly issued ordinary shares that remain unsubscribed at the end of the auction to be carried out following the

subscription period of the offering, up to an aggregate amount of €13 billion.

Reverse stock split

The Shareholders’ Meeting also approved, with a 99.8% majority of investors attending the EGM, a reverse stock split of ordinary and savings shares based on a ratio of 1 new ordinary or savings share for every 10 existing ordinary or savings shares.

Although the reverse stock split is financially neutral, it is expected to bring certain potential benefits including a more efficient and liquid market for the rights during the rights trading period, should it be completed, as expected, prior to the launch of the Rights Issue.

In Ordinary Part:

Appointment of Directors for integration of the Board of Directors

The Shareholders’ Meeting resolved on the “Appointment of Directors for integration of the Board of Directors” because the term of office of three Directors coopted during the year according to sec. 2386 of the Italian Civil Code expired on the date of the Shareholders’ Meeting.

The Shareholders’ Meeting confirmed in their posts Mr. Jean Pierre Mustier with a 99.5% majority of investors attending the EGM, Mrs. Martha Dagmar Böckenfeld with a 95.4% and Mr. Sergio Balbinot with a 94.8%, who shall remain in office until the Shareholders’ Meeting called upon to approve the 2017 financial statements.

The curricula of the new Directors are available on the Corporate Governance Section of the Company's website (www.unicreditgroup.eu).

Mrs. Martha Dagmar Böckenfeld declared her independence pursuant to the Legislative Decree no. 58/1998 (the Consolidated Finance Act) and to the Corporate Governance Code for listed companies.

Mr. Sergio Balbinot declared his independence pursuant to the Legislative Decree no. 58/1998 (the Consolidated Finance Act).

Finally, it is pointed out that the Board of Directors confirmed Mr. Jean Pierre Mustier as Chief Executive Officer.

Rome, 12 January 2017

Enquiries:

Investor Relations:

Tel. +39-02-88621872

e-mail: investorrelations@unicredit.eu

Media Relations:

Tel. +39-02-88623569;

e-mail: mediarelations@unicredit.eu

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 will be conducted in Italy pursuant to a prospectus, duly authorized by Consob 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 and published and notified to the relevant competent authority 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). This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive will be published in the future. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus or offering circular to be published in due course by UniCredit.

None of the Joint Global Coordinators, the Co-Global Coordinators, the Joint Bookrunners or any of their affiliates or any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement or any other information relating to UniCredit, its subsidiaries or associated companies, or for any loss arising from any use of this announcement or its contents or in connection therewith. They will not regard any other person as their respective clients in relation to the rights issue and will not be responsible to anyone other than UniCredit for providing the protections afforded to their respective clients, nor for providing advice in relation to the rights issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

This press release contains certain forward-looking statement, projections, objectives, estimates and forecasts reflecting management's current views with respect to certain future events. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words "may," "will," "should," "plan," "expect," "anticipate," "estimate," "believe," "intend," "project," "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Company's future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Company or any Group company participates or is seeking to participate.

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The Group's ability to achieve its projected objectives or results is dependent on many factors which are outside management's control.

Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions.

All forward-looking statements included herein are based on information available to the Group as of the date hereof. No Group company undertakes any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to any Group company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

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