NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA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 The information contained herein is not for publication or distribution in Canada, Japan or Australia and does not constitute an offer of securities for sale in Canada, Japan or Australia.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 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 will be 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 will made the Prospectus available, inter alia, on the websites of the Company at http://www.unicreditgroup.eu and of the Warsaw Stock Exchange at http://www.gpw.com.pl."
CONSOB APPROVES THE SECURITIES NOTE AND SUMMARY NOTE
Following the press release disseminated today, UniCredit S.p.A. announces that Consob has approved the Securities Note and the Summary Note in relation to the rights offering and admission to listing on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. (MTA), on the regulated market (General Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie SA) of ordinary shares of the Company approved by the Extraordinary Shareholders' Meeting of 15 December 2011.
The Securities Note, the Summary Note and the Registration Document filed with CONSOB on 15 December 2011, pursuant to the notice of approval in a memorandum dated 14 December 2011,file no. 11098908, jointly comprise the Prospectus for the offering and admission to listing of ordinary shares of UniCredit S.p.A. (the "Prospectus").
The approval of the Prospectus is valid in Italy and, following the procedure set forth in Article 11, paragraph 1, of the Issuers' Regulation, is valid in Germany, Austria and Poland. For the purposes of the procedure set forth in Article 11, paragraph 1, of the Issuers' Regulation, the Registration Document and the Securities Note have been translated into English, and the Summary Note has been translated into English, German and Polish.
The timetable of the offer announced earlier today is confirmed and according to such timetable the subscription rights:
• can be exercised from January 9, 2012 (included) to January 27, 2012 (included) in Italy, Germany and Austria and from January 12, 2012 (included) to January 27, 2012 (included) in Poland; and
• will be traded on the MTA from January 9, 2012 to January 20, 2012 and on the Warsaw Stock Exchange from January 12, 2012 to January 20, 2012.
Subscription rights that are not exercised on or before January 27, 2012 will be auctioned by the Company on the MTA, pursuant to Article 2441, paragraph 3, of the Italian Civil Code.
The Prospectus will be published and, therefore, made available at Consob, at the registered office of UniCredit S.p.A. at Via A. Specchi, 16, Rome; at the Central Management Office of UniCredit S.p.A. 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 at http://www.unicreditgroup.eu and of the Warsaw Stock Exchange (Gielda Papierów Wartościowych w Warszawie SA) at http://www.gpw.com.pl.
Milan, January 4, 2012