Bancherul - BANCI / ENGLISH / CAPITAL INCREASE OF UNICREDIT: EARLY CLOSING OF THE AUCTION OF THE UNEXERCISED RIGHTS

Following the press release published on 30 January 2012, UniCredit announces that all the 4,601,714 unexercised rights (the “Rights”) were sold today, during the first auction day, said the bank in a press release.

The Rights entitle holders to subscribe 9,203,428 UniCredit ordinary shares (the “Shares”) offered pursuant to the capital increase resolved by the Extraordinary shareholders’ meeting held on 15 December 2011.

Exercise of the Rights purchased in the Auction and the subsequent subscription of the related Shares must be made, subject to forfeiture, by and no later than the third business day following the notification of such early closing, that is 6 February 2012.

The Rights will be made available to purchasers through Monte Titoli S.p.A. and subscription rights relating to Shares entitle holders to subscribe new UniCredit ordinary shares, with no par value and the same characteristics of the outstanding ordinary shares, at a subscription price of Euro 1.943 per share on the basis of an option rights ratio of 2 Shares for each Right exercised.

The capital increase 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 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.