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Reverse stock split of ordinary and savings shares


As part of the process of implementing the resolution approved by the Extraordinary Shareholders' Meeting of UniCredit S.p.A. ("UniCredit" or the "Company"), held on January 12, 2017 registered at the Register of Companies of Rome on January 16, 2017, notice is hereby given that on January 23, 2017 - after cancelling 7 ordinary shares and 6 savings shares, made available by an intermediary for the sole purpose of making the implementation of the abovementioned resolutions numerically possible and without reducing the stock capital - a reverse stock split will be carried out as follows:


(i) 6.177.818.170 existing ordinary shares following the above-mentioned cancellation, no par value, on the basis of 1 new ordinary share, no par value (ISIN Code IT0005239360), regular ranking for dividends, coupon No. 1, every 10 existing ordinary shares (ISIN Code IT0004781412), no par value, coupon No. 7; and


(ii) 2.524.890 existing savings shares following the above-mentioned cancellation, no par value, on the basis of 1 new saving share, no par value, every 10 existing savings shares, no par value, and, in particular, on the basis of 1 new bearer savings share (ISIN Code IT0005239378), coupon No. 1, every 10 existing bearer savings shares (ISIN Code IT0004781420), coupon No. 7 and 1 new registered savings share (ISIN Code IT0005239386), coupon No. 1, every 10 existing registered savings shares (ISIN Code IT0004781438), coupon No. 7.


As a result of the reverse stock split, UniCredit's stock capital will remain unchanged and equal to Eur 20.846.893.436,94, divided into 618.034.306 shares in all, no par value, of which 617.781.817 ordinary shares (stock capital Eur 20.838.376.739,36)  and 252.489 savings shares (stock capital Eur 8.516.697,58).


In order to facilitate the implementation of the reverse shares split process for the individual shareholders and the management of any possible remains that might emerge from the same, UniCredit has appointed Banca Finnat Euramerica S.p.A. in order to be counterpart from January 23, 2017 to January 30, 2017 in the liquidation of grouped UniCredit shares' fractions that are exceeding the minimum necessary to allow shareholders to hold a whole number of ordinary and/or savings shares. The abovementioned fractions will be liquidated, on the basis of the official price of the ordinary and savings UniCredit shares recorded on January 20, 2017, i.e. the trading day preceding the day of the reverse stock split transaction; the price will be notified to Monte Titoli S.p.A. and to the intermediary custodians on January 23, 2017. Shareholders will not incur any charges for incidental expenses related to liquidation transactions referred to above.

Share grouping transactions may be carried out by all authorized intermediaries through Monte Titoli S.p.A., in accordance with the instructions that the intermediaries will receive by each of their customers.


Moreover, the intermediary depositaries will receive instructions, through Monte Titoli S.p.A., to ensure that, according to the availability of the shares deriving from the reverse stock split of the complex of the liquidated shares, holders of less than 10 existing shares receive, upon request, 1 new share against payment of the relative consideration, as determined above.


Holders of potential ordinary or savings shares that have not yet been dematerialized are hereby reminded that share grouping transactions may be carried out only after they have surrendered their share certificates to an authorised intermediary for inclusion, in dematerialised form, in the centralised clearing system operated by Monte Titoli S.p.A.. Therefore, holders of ordinary or savings shares that have not been dematerialized are hereby requested to surrender their share certificates to an authorised intermediary as soon as possible.


Milan, January 17th, 2017




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This communication does not constitute an offer or an invitation to subscribe for or purchase any securities.  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 in 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 securities may not be offered or sold in the United States or to U.S. persons unless such securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.