Results announcement of UniCredit S.p.A. tender offer for one series of Notes

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PRESS RELEASE

Results announcement of UniCredit S.p.A. tender offer for one series of Notes

Milan, 21 May 2026 - UniCredit S.p.A. (the Offeror) announces the results of the invitation to holders of its €1,250,000,000 Fixed Rate Resettable Tier 2 Subordinated Callable Notes due 15 January 2032 (ISIN: XS2101558307) (the Notes) issued by the Offeror, to tender any and all of their Notes for purchase by the Offeror for cash (the Offer).

The Offer was launched on 12 May 2026 and was made on the terms and subject to the conditions set out in the tender offer memorandum dated 12 May 2026 (the Tender Offer Memorandum). Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum, which is available, subject to eligibility and registration on the offer website (the Offer Website): https://deals.is.kroll.com/unicredit.

The Offeror hereby announces that it will accept for purchase all validly tendered Notes and that the Acceptance Amount is equal to €663,723,000. A summary of the results is set out below:  

The Expiration Deadline for the Offer was at 5.00 p.m. (CEST) on 20 May 2026 and the Settlement Date for the Offer is expected to be 22 May 2026.

The Offeror's new euro-denominated fixed rate resettable subordinated Tier 2 callable notes (the New Notes) were issued on 19 May 2026.

On the Settlement Date the Offeror will pay the Purchase Price Consideration and the Accrued Interest Payment to Noteholders who have validly tendered their Notes for purchase pursuant to the Offer. The aggregate nominal amount of Notes that will remain outstanding after the Settlement Date will be equal to €586,277,000.

UniCredit Bank GmbH, Barclays Bank Ireland PLC and J.P. Morgan SE acted as Dealer Managers of the Offer.

Kroll Issuer Services Limited is acting as Information and Tender Agent of the Offer. 

INFORMATION AND TENDER AGENT

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London SE1 9SG

Telephone: +44 20 7704 0880

Email: unicredit@is.kroll.com

Offer Website: https://deals.is.kroll.com/unicredit

DEALER MANAGERS

UniCredit Bank GmbH

Arabellastr. 12

81925 Munich

Germany

Telephone: +39 02 8862 0581 / +49 89 378 15582

Attention: Debt Capital Markets Italy / Liability Management

Email: agdcfiitaly.uc@unicredit.eu /

liability.management@unicredit.de

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.

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Contacts: 
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu