Kicking Off the Internalization of Life Insurance Services
We have completed the strategic internalization process of the life insurance business, which involves UniCredit's 100% control of CNP UniCredit Vita and UniCredit Allianz Vita
UniCredit is apan-European Commercial Bankwith a unique service offering in Italy, Germany, Central and Eastern Europe. Our purpose is to empower communities to progress, delivering the best-in-class for all stakeholders, unlocking the potential of our clients and our people across Europe.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
VOLUNTARY PUBLIC EXCHANGE OFFER LAUNCHED BY UNICREDIT S.P.A. ON ALL ORDINARY SHARES OF BANCO BPM S.P.A.
PRESS RELEASE
Milan, 13 July 2025 – With reference to the public exchange offer (“Offer”) promoted pursuant to articles 102 et seq. of the TUF on all the ordinary shares of Banco BPM S.p.A. (“BPM”), UniCredit S.p.A. (“UniCredit”, the "Offeror") communicates the following.
Given the quantity of misleading statements and interpretations issued in relation to the TAR ruling, UniCredit deems it both necessary and responsible to provide clear and unequivocal clarifications to such comments, presenting the facts as outlined in the ruling itself.
As stated, UniCredit welcomes the decision from TAR in favor of UniCredit's appeal. This is unequivocal proof that the way in which Golden Power was used was illegitimate, requiring the issuance of a new decree as the one adopted on April 18 has been annulled by the Court. The ruling itself also clearly proved UniCredit's concern regarding the level of ambiguity surrounding the Golden Power prescriptions and application thereof in this instance, requiring the TAR Court almost 100 pages to document, explain and clarify its decision.
The merits of UniCredit’s appeal were clearly underscored by TAR.
Out of four prescriptions, two were annulled: the predefining of a loan to deposit ratio and the retaining of project financing in perpetuity. One, relating to Anima, was clarified and implicitly amended, as the TAR Court accepted and formalized the different interpretation offered by the MEF just a few days before the first TAR hearing and then formally submitted to the TAR court as part of the statement of defense. As such an obligation now no longer exists and is replaced by a high-level ambition to retain Italian securities in Anima, consistently with fiduciary duties to clients to whom these assets belong. Regarding the cease of activities or divestment of UniCredit's assets in Russia (that do not include payments, as specified by the MEF) the TAR court stated it had no full jurisdiction on the matter. As quoted by the Court, ECB has competence to assess the matter and UniCredit is currently compliant with the ECB requests.
Finally, UniCredit will not comment on the specific statements made by BPM regarding both the preceding matter and UniCredit's offer to buy BPM, nor on BPM's abnormal use of any initiative available to derail the offer regardless of its merit.
However, UniCredit points out that the ultimate decision as to the merit and attractiveness of any offer should always be at the behest of shareholders. Regretfully, these shareholders have been exposed not only to the illegitimate use of the Golden Power insistently advocated by BPM but also by unjustifiably aggressive and often misleading communications and campaigns by BPM to disrepute both the offer and offeror. In this context of profound uncertainties, BPM shareholders may have been deprived of an option, the terms of which were fairly set and - as was clearly highlighted by UniCredit at the time of the launch of the offer - may have been already improved had there been an orderly OPS process.
UniCredit will now evaluate all relevant steps in a timely manner.
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THIS PRESS RELEASE DOES NOT CONSTITUTE THE EXTENSION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE (OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE), ANY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION AND ANY SUCH OFFER (OR SOLICITATION) MAY NOT BE EXTENDED IN ANY SUCH JURISDICTION.
The public voluntary exchange offer described in this press release (the “Offer”) will be promoted by UniCredit S.p.A. (the “Offeror” or “UniCredit”) over the totality of the ordinary shares of Banco BPM S.p.A. (“BPM”).
This press release does not constitute an offer to buy or sell BPM’s shares.
The Offer will be launched in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Banco BPM S.p.A. The Offer will be promoted in Italy as BPM’s shares are listed on the Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.
The Offer is not being made in Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction (“Other Countries”). The Offer is otherwise being made (i) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (“Regulation S”)(the “U.S. Securities Act”) and, as applicable, in accordance with law in any such other jurisdiction, or (ii) within the United States, only to “qualified institutional buyers” as defined in Rule 144A of the U.S. Securities Act (“QIBs”) in a private placement that is exempt from, or not subject to, registration under the U.S. Securities Act and that meets the requirements of Rule 144A or another available exemption from registration, in each case, in accordance with any applicable securities laws of any state of the United States. The extension of the Offer in the United States is occurring by way of a separate private placement memorandum restricted to QIBs.
A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries.
Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.
Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This press release and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act, or are exempt from, or not subject to, registration. Financial instruments offered in the context of the transaction described in this press release will not be registered pursuant to the U.S. Securities Act. UniCredit does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.
This press release may only be accessed in or from the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of domestic United Kingdom law by virtue of European Union (Withdrawal) Act 2018, as amended, and who (i) have professional experience in investment matters under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Decree”); (ii) are persons who have a high net worth and who fall within article 49(2) (a) - (d) of the Decree; or (iii) are persons to whom it may otherwise be lawfully communicated (the aforementioned persons being the “Relevant Persons”). Any investment activity to which this document refers is available only to Relevant Persons.
Financial Instruments described in this press release are made available only in the United Kingdom to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.
UniCredit converts into shares part of its synthetic position in Commerzbank also increasing its voting rights to around 20%
PRESS RELEASE
08 July 2025
PRICE SENSITIVE
Having received all necessary legal and regulatory approvals - including ECB, German Antitrust and FED, underscoring the appropriateness of our actions and approach - UniCredit today announces that it has converted c.10% of its current synthetic position in Commerzbank, taking its physical share ownership and effective voting rights to around 20%.
UniCredit intends to convert the remaining circa 9% synthetic position into physical shares in due course reaching around 29% of Commerzbank voting rights.
With these steps UniCredit becomes Commerzbank's largest reference shareholder.
Milan, 8 July 2025
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
UniCredit Bulbank and PGGM enter a €2.1 billion risk sharing transaction referencing the bank’s corporate and SME loans portfolio
PRESS RELEASE
07 July 2025
The transaction referred to as “Project ARTS Silver-2” represents the second deal of UniCredit Bulbank (the “Bank”) as issuer in the significant risk transfer (SRT) market, the largest executed in Bulgaria as of today, and one of the largest in CEE.
The transaction is part of UniCredit ARTS program, within UniCredit’s strategy to increasingly use SRT as an effective tool to enhance capital efficiency and to widen lending capabilities, with the ambition to expand it further to new asset classes and different legal entities in the Group perimeter.
Project ARTS Silver-2 is the result of the close cooperation between UniCredit and PGGM (second joint project, following Project ARTS Morava in 2024). Its €2.1 billion reference portfolio consists of corporate and SME exposures granted to clients in Bulgaria. The capital structure includes retained first loss and senior tranches, and a second loss tranche purchased by PGGM on behalf of its client PFZW, the Dutch pension fund for the healthcare sector.
UniCredit Bank GmbH acted as sole arranger and placement agent for the Bank.
Stefano Chiarlone, Head of Balance Sheet Management at UniCredit Group: “The size of the deal and the resulting capital reliefs, achieved both at Bank and Group level, confirm UniCredit’s strategy on capital efficiency. After Italy and Germany, UniCredit has successfully expanded SRTs to the CEE area, where this transaction represents our fifth deal, testifying the wide geographical coverage of our SRT framework. I also want to say thanks to PGGM for being a reliable partner in this important project”.
Nevena Nikse, CFO at UniCredit Bulbank: “Our second syntethic securitization marks another important step in our commitment to capital efficiency and risk management. By further strengthening our capital position, this transaction allows us to accelerate the lending to small and medium-sized enterprises (SMEs) and corporates. We are very pleased for the great cooperation with PGGM, setting the basis for a long-lasting partnership”.
Luca Paonessa, Senior Director, Credit Risk Sharing at PGGM: “Project Silver 2 closely follows the successful execution of the Morava transaction and confirms the strategic alignment between PGGM and UniCredit. As our Credit Risk Sharing mandate grows, we have been increasingly focused on adding diversifying credit risk exposures to the portfolio, originated by high-quality banks with a leading market position, and UniCredit Bulbank emerged as the perfect candidate. Thanks to our pre-existing relationship with UniCredit, Silver 2 was a very efficient process that met an ambitious timeline. The STS label confirms the group’s commitment to the highest standards in credit risk sharing. Like Morava, Silver 2 will also include reporting on sustainability features of the portfolio, another area of convergence between PGGM and the UniCredit Group.
Sofia, Milan, Zeist 7 July 2025
Contacts
UniCredit: mediarelations@unicredit.eu
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
VOLUNTARY PUBLIC EXCHANGE OFFER LAUNCHED BY UNICREDIT S.P.A. ON ALL ORDINARY SHARES OF BANCO BPM S.P.A.
PRESS RELEASE
Milan, 3 July 2025 – With reference to the public exchange offer (“Offer”) promoted pursuant to articles 102 et seq. of the TUF on all the ordinary shares of Banco BPM S.p.A. (“BPM”), UniCredit S.p.A. (“UniCredit”, the "Offeror") communicates the following.
Today UniCredit published, following the approval by Consob with resolution n. 0066297, the supplement to the registration document, the securities note and the summary approved by Consob on 1 April 2025 (the “Supplement to the Prospectus”). The Supplement to the Prospectus has to be read together with – and constitutes and integral part of – the registration document, of the securities note and of the summary.
The Offeror also published today, pursuant to article 38, paragraph 5, of the Issuers’ Regulation, the supplement to the Offer Document approved by Consob on 1 April 2025 (the “Supplement to the Offer Document” and, jointly with the Supplement to the Prospectus, the “Supplements”). The Supplement to the Offer Document has to be read together with – and constitutes and integral part of – the Offer Document.
Pursuant to article 23, paragraph 2 of the Prospectus Regulation, those investors who had already agreed to adhere to the Offer before the Supplements were published have the right - exercisable within three working days after the date hereof, therefore within the 8 July 2025 - to withdraw their acceptances by giving written notice to their bank or intermediary.
The Supplements, together with all the documentation regarding the Offer, are available on the web site of the Offeror www.unicreditgroup.eu.
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THIS PRESS RELEASE DOES NOT CONSTITUTE THE EXTENSION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE (OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE), ANY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION AND ANY SUCH OFFER (OR SOLICITATION) MAY NOT BE EXTENDED IN ANY SUCH JURISDICTION.
The public voluntary exchange offer described in this press release (the “Offer”) will be promoted by UniCredit S.p.A. (the “Offeror” or “UniCredit”) over the totality of the ordinary shares of Banco BPM S.p.A. (“BPM”).
This press release does not constitute an offer to buy or sell BPM’s shares.
The Offer will be launched in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Banco BPM S.p.A. The Offer will be promoted in Italy as BPM’s shares are listed on the Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.
The Offer is not being made in Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction (“Other Countries”). The Offer is otherwise being made (i) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (“Regulation S”)(the “U.S. Securities Act”) and, as applicable, in accordance with law in any such other jurisdiction, or (ii) within the United States, only to “qualified institutional buyers” as defined in Rule 144A of the U.S. Securities Act (“QIBs”) in a private placement that is exempt from, or not subject to, registration under the U.S. Securities Act and that meets the requirements of Rule 144A or another available exemption from registration, in each case, in accordance with any applicable securities laws of any state of the United States. The extension of the Offer in the United States is occurring by way of a separate private placement memorandum restricted to QIBs.
A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries.
Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.
Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This press release and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act, or are exempt from, or not subject to, registration. Financial instruments offered in the context of the transaction described in this press release will not be registered pursuant to the U.S. Securities Act. UniCredit does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.
This press release may only be accessed in or from the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of domestic United Kingdom law by virtue of European Union (Withdrawal) Act 2018, as amended, and who (i) have professional experience in investment matters under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Decree”); (ii) are persons who have a high net worth and who fall within article 49(2) (a) - (d) of the Decree; or (iii) are persons to whom it may otherwise be lawfully communicated (the aforementioned persons being the “Relevant Persons”). Any investment activity to which this document refers is available only to Relevant Persons.
Financial Instruments described in this press release are made available only in the United Kingdom to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.
UniCredit S.p.A announces it has moved the date of the Board of Directors approval of the second quarter and the first half 2025 results to 22 July 2025 (instead of 28 July).
The Group results presentation - publication and conference call - will be on 23 July 2025 (instead of 29 July).
The updated financial calendar is available on the group website: https://www.unicreditgroup.eu/en
Milan, 1 July 2025
Contacts:
Media Relations
e-mail: MediaRelations@unicredit.eu
Investor Relations
e-mail: InvestorRelations@unicredit.eu
One UniCredit is our Group digital magazine where we showcase stories and insights from across our geographies in Italy, Germany, Central & Eastern Europe.
One UniCredit is where our people, clients and stakeholders can engage with us to discover the bank's commitments and corporate values.
Lewis Hamilton: Speed & Purpose in Motion
#Ferrari
Tuesday 08 July 2025
Few names in motorsport carry the weight and legacy of Lewis Hamilton - and now, as a driver for Scuderia Ferrari HP, his story enters an exciting new chapter. More than a champion, Hamilton’s influence extends far beyond the boundaries of the racetrack.
Silverstone Calling: Where Legends Are Born and History Awaits
#Ferrari
Thursday 03 July 2025
As the Formula One circus arrives at one of motorsport's most iconic venues this weekend, the British Grand Prix at Silverstone promises to deliver an unmissable spectacle that perfectly embodies the sport's rich heritage and relentless pursuit of excellence. Silverstone represents a pilgrimage for motorsport enthusiasts, a place where the very DNA of Formula One was first established and continues to evolve. The convergence of cutting-edge technology, world-class talent, and passionate fanfare creates an atmosphere that is uniquely British yet universally celebrated.
Austrian Grand Prix: Racing in the Heart of the Alps
#Ferrari
Thursday 26 June 2025
Scuderia Ferrari HP heads to one of the sport’s most scenic and technically challenging venues - the Spielberg Circuit, Austria. Framed by rolling hills and alpine beauty, the Austrian Grand Prix blends rich motorsport history with the promise of intense, wheel-to-wheel action.
UniCredit Foundation Celebrates 52 Exceptional Talents Across Europe
Monday 23 June 2025
On June 19, UniCredit Foundation hosted its annual Award Ceremony in Milan, recognising 52 outstanding students, researchers and UniCredit employees for their achievements in education and research. The event marked a key moment in the Foundation’s year-long commitment to nurturing talent, advancing knowledge and promoting inclusive education across Europe.
Kicking Off the Internalization of Life Insurance Services
Monday 23 June 2025
We have successfully completed the strategic internalization process of the life insurance business, which involves UniCredit's 100% control of CNP UniCredit Vita and UniCredit Allianz Vita.
Rafael Câmara: A Brazilian Star Rising Through the Ranks
#Ferrari
Thursday 19 June 2025
At just 19 years old, Rafael Chaves Câmara is already a standout talent in the world of motorsport. Born in Recife, Brazil, in 2005, Rafael discovered karting before the age of ten - and never looked back. His early performances on the international karting scene quickly caught the attention of racing insiders, marking him as one of Brazil’s most promising young drivers.
Canadian Grand Prix: A Legendary Circuit Full of History and Challenge
#Ferrari
Thursday 12 June 2025
Montreal’s Circuit Gilles Villeneuve is steeped in Scuderia Ferrari history. The Canadian Grand Prix carries a special resonance for Scuderia Ferrari. The very first race held at the Montréal circuit in 1978 saw Villeneuve taking a stunning victory - his first in Formula 1 and one that earned him a permanent place in Ferrari lore. In tribute to the Canadian racing hero, the circuit was later renamed in his honor, becoming a sacred venue for fans of both the sport and the Scuderia.
UniCredit Named Among Europe’s Climate Leaders 2025 by the Financial Times
Wednesday 11 June 2025
UniCredit has been recognised as one of Europe’s Climate Leaders 2025 by the Financial Times. This prestigious annual listing, compiled in collaboration with Statista, highlights companies across Europe that have made the most significant progress in reducing greenhouse gas emissions intensity, while demonstrating strong transparency in climate-related disclosures.
Discovering our art collection: Michelangelo Pistoletto
Friday 06 June 2025
The UniCredit Art Collection is a living resource with treasures that reflect the Group's Pan-European identity. Among the most interesting and internationally renowned personalities, Michelangelo Pistoletto stands out, a contemporary artist who starts from the artistic gesture to arrive at a political and social reflection in which one can see oneself reflected.
A New Future Is Born. UniCredit Names Herzog & de Meuron as Architects for New Milan Headquarters
Friday 06 June 2025
In the new heart of Milan, where the old world is evolving into the new, the future of UniCredit and of Milan meets at Scalo Farini. One of the most significant regeneration projects in Europe - built in the historic industrial precinct of the city - Scalo Farini is giving birth to a new future for Milan. Scalo Farini and UniCredit: a new future is born.