NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA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 The information contained herein is not for publication or distribution in Canada, Japan or Australia and does not constitute an offer of securities for sale in Canada, Japan or Australia.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 publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. The Rights of UniCredit S.p.A. were offered in Austria during the Subscription Period on the basis of the Securities Prospectus approved by the Italian financial supervisory authority CONSOB and notified to the Financial Market Authority (FMA). The Subscription Period ended on 27 January 2012.
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 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 has 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.
CAPITAL INCREASE OF UNICREDIT: 99.8% SUBSCRIBED AT THE END OF THE SUBSCRIPTION PERIOD
UniCredit informs that today the pre-emptive offering to existing holders of ordinary and savings shares of no. 3,859,602,938 new ordinary shares of UniCredit with no par value (the "Shares") as approved by the Extraordinary Shareholders' Meeting of 15 December 2011 was completed.
During the subscription period (9 January 2012 - 27 January 2012 in Italy, Germany and Austria and 12 January 2012 - 27 January 2012 in Poland, the "Subscription Period") 1,925,199,755 subscription rights were exercised and, thus, 3,850,399,510 Shares were subscribed representing 99.8% of the total offered Shares, for an aggregate amount of Euro 7,481,326,247.93.
At the end of the Subscription Period, 4,601,714 rights (the "Rights") relating to the subscription of 9,203,428 Shares, equal to 0.2% of the offered Shares, for an aggregate amount of Euro 17,882,260.60, remained unexercised.
The Rights will be auctioned by the Company, through UniCredit Bank AG, Milan Branch, on the Stock Exchange, pursuant to Article 2441, paragraph 3, of the Italian Civil Code. UniCredit will issue a press release to inform the market of the timetable regarding the auction on the Stock Exchange.
UniCredit informs that the offering is underwritten by a syndicate coordinated and led by BofA Merrill Lynch, Mediobanca and UniCredit Corporate & Investment Banking who will be acting as Joint Global Coordinators and Joint Bookrunners and will include, in addition to BofA Merrill Lynch and Mediobanca, Banca IMI, BNP PARIBAS, Credit Suisse, Deutsche Bank, HSBC, J.P. Morgan, Société Générale and UBS who will be acting as Joint Bookrunners; ING, Nomura, RBC, RBS and Santander who will be acting as Co-Bookrunners; BBVA, Credit Agricole CIB, Mizuho International plc and MPS Capital Services who will be acting as Co-Lead Managers and BANCA AKROS S.p.A., Banca Aletti & C. S.p.A., Banca Carige S.p.A., Equita SIM S.p.A., Intermonte, Investec Bank plc and Keefe, Bruyette & Woods, Ltd who will be acting as Co-Managers. The underwriting syndicate members have committed, severally and not jointly, to subscribe any new ordinary shares that should remain unsubscribed at the end of the offering and of the following offer on the MTA of the unexercised subscription rights pursuant to Article 2441, paragraph 3, of the Italian Civil Code, up to a total amount of Euro 7.5 billion. The underwriting agreement contains, inter alia, usual clauses which condition the effectiveness of the underwriting commitments or which grant underwriters the right to terminate the agreement, in line with international best practice.
The Prospectus (jointly formed by the Registration Document, by the Securities Note, the Summary Note and the Supplement to the Prospectus) is available at Consob, at the registered office of UniCredit at Via A. Specchi, 16, Rome; at the Central Management Office of UniCredit 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, 27 January 2012