UniCredit : announces pricing of the offering of Ordinary Shares in Bank Pekao S.A.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

UNICREDIT ANNOUNCES PRICING OF THE OFFERING OF ORDINARY SHARES IN BANK PEKAO S.A.

The proceeds amount to approximately PLN 3.7 billion (€ 890 million*) deriving from the sale of approximately no. 23.9 million ordinary shares of Bank Pekao S.A. at a price of PLN 156 per share

Further to the press release published on 29 January 2013, UniCredit S.p.A. ('UniCredit') announces that it has sold no. 23.9 million existing ordinary shares in Bank Pekao S.A. ('Pekao' or the 'Company') to institutional investors, corresponding to approximately 9.1% of the Company's issued share capital, at a price of 156 PLN per ordinary share in an accelerated bookbuilding offering (the 'Placement'). The price represents a discount of c. 6% to the pre-announcement closing price of Pekao and a discount lower than 4% to the last three months average price.

Gross proceeds of the Placement amounted to approximately PLN 3.7 billion (equal to c. € 890 million*), resulting in a capital gain of approximately € 135 million*, which will be entirely accounted to equity reserves, as Pekao remains a fully consolidated subsidiary of UniCredit, and will translate into an increase in the Group CT1 ratio BIS2.5, based on Group risk weighted assets as at 30 September 2012, of c. 20bps.

As already announced, after the completion of the Placement, UniCredit continues to hold a majority shareholding in Pekao, corresponding to 50.1% of the Company's share capital. As majority shareholder, UniCredit continues to be fully committed to Pekao, as well as to Poland, which remains core to its franchise and strategy.

UniCredit is not envisaging any sales of additional shares of Pekao following the completion of this Placement. In this context UniCredit has agreed to a 1 year lockup period from closing of the transaction with respect to sales of additional shares of Pekao, in line with market practice for similar deals.

UBS Limited and UniCredit CA-IB Poland S.A. acted as Joint Global Coordinators and together with Citi as Joint Bookrunners for the Placement.

* Assuming EUR/PLN exchange rate equal to 4.20 (ECB foreign exchange reference rate as of 30 January 2013).

UniCredit S.p.A.

Milan, 30 January 2013

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The shares in Bank Pekao S.A. have not been, and will not be, registered under the U.S.Securities Act of 1933, as amended (the 'Securities Act'). Such shares may not be offered or sold in the United States (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. Copies of this press release are not being made and may not be distributed or sent into the United States.

This announcement does not constitute a public offering of securities for sale in the United States, the United Kingdom, Poland, Italy or elsewhere. A prospectus has not been and will not be published in connection with the Placement. Copies of this announcement are not being, and should not be, distributed in or sent into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would be a breach of laws.

This press release may contain 'forward-looking statements', which includes all statements that do not relate solely to historical or current facts and which are therefore inherently uncertain. All forward-looking statements rely on a number of assumptions, expectations, projections and provisional data concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the control of UniCredit. There are a variety of factors that may cause actual results and performance to be materially different from the explicit or implicit contents of any forward-looking statements and thus, such forward-looking statements are not a reliable indicator of future performance. UniCredit undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law.