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UNICREDIT (UCG): FINECOBANK: INITIAL PUBLIC OFFERING OF ORDINARY SHARES SUCCESSFULLY COMPLETED

Raport bieżący nr 42/2014

Podstawa Prawna: Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
Not for release, publication or distribution, directly or indirectly, in Australia, Canada, Hong Kong, Japan, South Africa or the United States of America

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PRESS RELEASE

FINECOBANK:

INITIAL PUBLIC OFFERING OF ORDINARY SHARES SUCCESSFULLY COMPLETED

• The demand came for No. 609,079,891 Shares by 46,534 investors with an oversubscription, at the Offer Price of Euro 3.70 per Share, equal to 2.9 times the Global Offering

• The implied market capitalisation of the Company at €3.70 is equal to Euro 2,243 million

• Trading of the ordinary shares expected to begin July 2, 2014

Milan, 1 July 2014

FinecoBank S.p.A., the UniCredit Group’s direct multichannel bank (“FinecoBank” or the “Company”), has successfully completed the initial public offering of its ordinary shares in connection with its listing on the Mercato Telematico Azionario (MTA), organized and managed by Borsa Italiana S.p.A.

The capitalisation of the company, calculated on the basis of the offer price of €3.70 per share, will be equal to Euro 2,243 million.

Overall, including the Public Offering and the Institutional Placement, the global offering received a total demand for No. 609,079,891 Shares by No. 46,534 investors, with an oversubscription, at the offer price of Euro 3.70 per Share, equal to 2.9 times the global offering.

In particular:

• With regards to the Public Offering, the demand came for No. 118,719,000 Shares by No. 46,379 investors as follows:

- No. 69,235,000 Shares by No. 41,298 investors belonging to the general public for the Minimum Lot;

- No. 47,000,000 Shares by No. 3,581 investors belonging to the general public for the Increased Minimum Subscription Lot;

- No. 2,484,000 Shares by No. 1,500 employees and financial advisers.

• With regards to the Institutional Placement, the demand came for No. 490,360,891 Shares by No. 155 investors as follows:

- No. 105,524,532 Shares by No. 40 Italian Qualified Investors;

- No. 384,836,359 Shares by No. 115 foreign Qualified Investors.

On the basis of the demand received under the Public Offering, No. 209,166,000 Shares have been assigned to 10,287 investors. No. 181,883,000 Shares come from the sale of the Selling Shareholder, whereas No. 27,283,000 come from the exercise of the Over-allocation Option.

These shares have been distributed as below:

• With regards to the Public Offering, No. 18,188,000 Shares have been assigned to No. 10,139 investors as follows:

- No. 7,854,000 Shares to No. 7,854 investors belonging to general public for the Minimum Lot;

- No. 7,850,000 Shares to No. 785 investors belonging to general public for the Increased Minimum Subscription Lot;

- No. 2,484,000 Shares by No. 1,500 employees and financial advisers.

• With regards to the Institutional Placement, No. 190,978,000 Shares have been assigned to No. 148 investors as follows:

- No. 43,631,000 Shares to No. 39 Italian Qualified Investors;

- No. 147,347,000 Shares to No. 109 foreign Qualified Investors.

The beginning fo trading on MTA is expected on Wednesday, July 2, 2014. The closing and payment for the shares is scheduled for the same day.

The Joint Global Coordinators for the global offering to institutional investors are UBS Investment Bank and UniCredit Corporate & Investment Banking which, together with Mediobanca, each acted as Joint Bookrunner. In addition, UniCredit Corporate & Investment Banking is acting as Leading Manager for the Italian public offering. Mediobanca is also acting as Sponsor.

Bonelli Erede Pappalardo and Cleary Gottlieb Steen and Hamilton are acting as legal advisors for FinecoBank. Linklaters is acting as legal advisor for the Global Coordinators and the Joint Bookrunners.

FinecoBank

FinecoBank is UniCredit Group’s direct multichannel bank, with one of the largest advisory networks in Italy with approximately 2,500 Personal Financial Advisers and is the number one broker in Italy for equity trades in terms of volume of orders and in Europe for executed orders, with 917,000 customers, €1.1 billion of net sales generated in the first quarter of 2014 and €45.6 billion of total financial assets as of March 31, 2014. FinecoBank offers an integrated business model combining direct banking and financial advice, offering a single free-of-charge account with a wide selection of global investment products, high quality advisory services, banking, trading and credit services that are available through applications for smartphone and tablet. With its fully integrated platform, FinecoBank is the benchmark for modern investors.

Contacts:

Fineco - Media Relations Fineco - Investor Relations

Tel.: +39 02 28872256 Tel. +39 3355805703 ufficiostampa@fineco.it Investors@fineco.it

Barabino & Partners

Tel. +39 02 72023535

e.ascani@barabino.it

+39 335 390 334

t.filippi@barabino.it

+39 366 644 4093

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These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). FinecoBank does not intend to register any part of the offering in the United States or to conduct a public offering of Shares in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). This document must not be acted on or relied on by persons who are not relevant persons. Any investment activity to which this document relates is reserved for relevant persons only and may only be engaged in by relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.

In any EEA Member State that has implemented the Prospectus Directive (other than Italy), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.


PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
DataImię i NazwiskoStanowisko/FunkcjaPodpis
2014-07-01 Wioletta Reimer Attorney of UniCredit

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