UniCredit : announces the offering of up to 9.1% of the existing share capital of 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 THE OFFERING OF UP TO 9.1% OF THE EXISTING SHARE CAPITAL OF BANK PEKAO S.A.

UniCredit S.p.A. ('UniCredit') announces that its Board of Directors has approved today the launch of an offer (the 'Placement') of up to no. 23.9 million existing ordinary shares in its subsidiary Bank Pekao S.A. ('Pekao' or the 'Company') representing approximately 9.1% of the Company's existing share capital. The Placement is addressed to certain eligible institutional investors with final terms to be determined through an accelerated bookbuilding process.

Bookbuilding will commence immediately, though the right to close the books at any time is reserved.

The placement enables UniCredit to optimise the capital allocation within the Group and leverage the released capital to continue to support the organic growth of its franchise in CEE.

Following the completion of the Placement, UniCredit will continue to retain a majority shareholding in Pekao of at least 50.1%. As majority shareholder, UniCredit continues to be fully committed to Pekao, which remains core to its franchise and strategy, as well as to Poland. UniCredit is not envisaging any sales of additional shares of Pekao following the completion of this Placement. In this context, in line with market practice, UniCredit has agreed to a 1 year lockup period with respect to sales of additional shares of Pekao.

UBS Limited and UniCredit CA-IB Poland S.A. have been appointed by UniCredit to act as Joint Global Coordinators and together with Citi as Joint Bookrunners for the Placement.

UniCredit S.p.A.

Milan, 29 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, 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.