UNICREDIT PREFSEC 8.59250UNDAT

27.01.2012

Corporate action number CA000006493027
ISIN XS0372556299
Corporate action description

Wehave been advised byeuroclear onthe offer:

The purpose ofthe invitation istosupport the unicredit groups
Strategy for optimising capital structure inlight offorthcoming
Regulatory changes .

The acquisition ofsecurities pursuant tothe invitation will Generate profits and thereby increase core tier 1capital aswell
Asreduce interest expenditure infuture years inrespect of
Purchased securities

Purchase price

Tender consideration: gbp 720per gbp 1,000

Accrued and unpaidinterest

Accrued and unpaidinterest willbe paidup to, but not
Including, the settlement date

Minimum exercise amount

You need totender inaminimum denomination ofgbp 50,000and in
Multiples ofgbp 1,000in excess thereof, inorder tovalidly
Submit aninstruction for the offer

Minimum aggregate offer acceptance amount

The tender offer isnot conditional onaminimum aggregate amount
Ofsecurities being tendered

Maximum aggregate offer acceptance amount

The issuer isoffering topurchase uptoeur 3,000,000,000
Aggregate amount ofits outstanding securities (the maximum
Acceptance amount) orthe equivalent ingbp.
Please note that this amount does not include the accrued interest

Proration

Ifthe total amount instructed for the tender offer exceeds the
maximum acceptance amount (see maximum aggregate offer
Acceptance amount), the instructions totender willbe accepted
Inthe following order:

The purchaser willaccept validoffers for securities in
Accordance with the order ofpriority:

offers relating tothe ba-ca 1securities, the ba-ca 2
Securities, the ucitrust iiisecurities, the ucitrust iv
Securities, the uct1notes, the uclux t1euro notes and the uc
Lux t1sterling notes (the priority one securities) willbe
Accepted first, subject topossible pro ration, and

offers relating tothe 2018euro notes, the 2016euro notes and
The 2016sterling notes (the priority two securities) willbe
Accepted second, subject topossible pro ration,
Untilthe maximum acceptance amount isreached

Poolfactor

Not applicable

Market timetable

Market expiry date: 03/02/12 17:00cet
Market withdrawal date: instructions are irrevocable
Announcement date: 06/02/12around 11:00cet
Expected settlement date: 10/02/12

Withdrawal rights

Instructions for the tender offer are irrevocable, except inthe
Limited circumstances described inthe tender offer documentation

Conditions

Refer tothe tender offer documentation for the conditions ofthis
Tender offer

Restrictions

Certain restrictions apply atbeneficial owner level for the.
Following countries:
United states
United kingdom
Republicof italy
Belgium
France
Austria
Grand duchy ofluxembourg
Ireland

Further restrictions may apply. Refer tothe tender offer
Memorandum for the restrictions ofthis tender offer

Tender agent

Lucidissuer services limited
Leroy house
436essex road
London n1 3qp
United kingdom
Att: paul kamminga/ sunjeeve patel
. Telephone: +44 (0) 20 7704 0880
Email: unicredit(at)lucid-is.com

This corporate action notification does not constitute anoffer
Tosellor the solicitation ofanoffer tobuy any securities by Anyone inany jurisdiction.

Itisnot, and shouldnot beconstrued ortreated as, investment
Orfinancial advice. Inproviding this information, euroclear
Bank isnot acting asagent ofthe issuer.

Bysending aninstruction toeuroclear bank, you confirm that you
(and any beneficial owner(s) for whom you act) comply with the
Terms and conditions ofthe offer.

Ifnoinstruction isrequired via euroclear bank for this
Corporate action, you shouldensure fullcompliance with the
Terms ofthe offer and the agents requirements.

Summary ofthe purchase offer

Unicredit isoffering totender the notes for cash

Euroclear bank withdrawal deadline: instructions are irrevocable
Euroclear bank deadline: 03/02/12at 16:00cet

Instruction deadline 31-01-2012 18.00
For additional information please contact your account manager
Information provided byEuroclear Bank S.A./N.V.