UniCredit is apan-European Commercial Bankwith a unique service offering in Italy, Germany, Central and Eastern Europe. Our purpose is to empower communities to progress, delivering the best-in-class for all stakeholders, unlocking the potential of our clients and our people across Europe.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
VOLUNTARY PUBLIC EXCHANGE OFFER LAUNCHED BY UNICREDIT S.P.A. ON ALL ORDINARY SHARES OF BANCO BPM S.P.A.
PRESS RELEASE
GOLDEN POWER PROCEDURE
Milan, 18 April 2025 - With reference to the public exchange offer (‘Offer’) promoted pursuant to articles 102 et seq. of the TUF on all the ordinary shares of Banco BPM S.p.A. (‘BPM’), UniCredit S.p.A. (‘UniCredit’) informs that today it has received a copy of the Golden Power approval.
The Offer is approved with prescriptions, the merit of which is not clear. UniCredit will be taking time to assess the viability and impact of the prescriptions on the company, its shareholders and the associated M&A transaction, liaising as appropriate with the competent authorities.
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THIS PRESS RELEASE DOES NOT CONSTITUTE THE EXTENSION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE (OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE), ANY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION AND ANY SUCH OFFER (OR SOLICITATION) MAY NOT BE EXTENDED IN ANY SUCH JURISDICTION.
THE ABOVE PRESS RELEASE IS WITHOUT PREJUDICE OF ANY ACTION THAT UNICREDIT RESERVES THE RIGHT TO TAKE.
The public voluntary exchange offer described in this press release (the “Offer”) will be promoted by UniCredit S.p.A. (the “Offeror” or “UniCredit”) over the totality of the ordinary shares of Banco BPM S.p.A. (“BPM”).
This press release does not constitute an offer to buy or sell BPM’s shares.
The Offer will be launched in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Banco BPM S.p.A. The Offer will be promoted in Italy as BPM’s shares are listed on the Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.
The Offer is not being made in Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction (“Other Countries”). The Offer is otherwise being made (i) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (“Regulation S”)(the “U.S. Securities Act”) and, as applicable, in accordance with law in any such other jurisdiction, or (ii) within the United States, only to “qualified institutional buyers” as defined in Rule 144A of the U.S. Securities Act (“QIBs”) in a private placement that is exempt from, or not subject to, registration under the U.S. Securities Act and that meets the requirements of Rule 144A or another available exemption from registration, in each case, in accordance with any applicable securities laws of any state of the United States. The extension of the Offer in the United States is occurring by way of a separate private placement memorandum restricted to QIBs.
A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries.
Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.
Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This press release and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act, or are exempt from, or not subject to, registration. Financial instruments offered in the context of the transaction described in this press release will not be registered pursuant to the U.S. Securities Act. UniCredit does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.
This press release may only be accessed in or from the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of domestic United Kingdom law by virtue of European Union (Withdrawal) Act 2018, as amended, and who (i) have professional experience in investment matters under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Decree”); (ii) are persons who have a high net worth and who fall within article 49(2) (a) - (d) of the Decree; or (iii) are persons to whom it may otherwise be lawfully communicated (the aforementioned persons being the “Relevant Persons”). Any investment activity to which this document refers is available only to Relevant Persons.
Financial Instruments described in this press release are made available only in the United Kingdom to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.
Standard & Poor’s upgrades UniCredit rating to BBB+ and improves outlook to Positive as eligible to be rated above the sovereign
PRESS RELEASE
18 April 2025
PRICE SENSITIVE
The rating agency Standard & Poor’s has today upgraded UniCredit SpA Issuer Credit Rating (“ICR”) and Senior Preferred rating by one notch from ‘BBB’ to ‘BBB+’.
Standard & Poor’s also improved the outlook to “Positive”, reflecting the agency’s view that the bank is potentially eligible to be rated above the domestic sovereign. This will also depend on the bank’s final shape and balance sheet following the outcome of the potential Banco BPM and Commerzbank transactions.
According to the agency, UniCredit has accumulated buffers to support senior bondholders and has potential upside on its standalone rating given higher geographic diversification in comparison to its peers.
Also Senior Non-Preferred and Tier 2 ratings have been upgraded by one notch, with Tier 2 receiving investment grade rating at ‘BBB-’.
The Short-Term Issuer Credit Rating has been affirmed at ‘A-2’.
The full text of S&P’s press release is available on the rating agency’s website: https://www.spglobal.com/ratings/en/
Milan, 18 April 2025
Contacts
Media Relations: e-mail MediaRelations@unicredit.eu
Investor Relations: e-mail InvestorRelations@unicredit.eu
German Federal Cartel Office (Bundeskartellamt) authorizes UniCredit to increase its direct stake in Commerzbank
PRESS RELEASE
14 April 2025
PRICE SENSITIVE
UniCredit has received antitrust clearance from the German Federal Cartel Office to increase its direct stake in Commerzbank up to 29,99% of its share capital and voting rights.
As previously stated, UniCredit's focus remains on executing the second phase of UniCredit Unlocked strategy. Commerzbank remains an investment with economic downside protection. UniCredit has secured optionality and can execute only if its strict financial metrics are met, and its exciting base plan is improved.
Milan, 14 April 2025
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
Assessment of the regulatory requirements of Director Doris Honold
PRESS RELEASE
11 April 2025
PRICE SENSITIVE
On April 11, 2025, following the favorable opinion of the Nomination Committee, the Board of Directors assessed, in compliance with the applicable provisions, that non-executive Director Ms. Doris Honold, appointed by the Shareholders’ Meeting on March 27, 2025, meets the suitability requirements.
With reference to the independence requirements, the Board of Directors assessed and confirmed that the Director possesses the requirements declared upon her appointment on the basis of the statements she made and of the information available to UniCredit.
Specifically, Director Ms. Doris Honold is independent pursuant to the Legislative Decree no. 58/1998 and Article 2399 of the Italian Civil Code, to the Ministry of Economy and Finance Decree no. 169/2020, as well as to the Italian Corporate Governance Code.
With specific reference to the independence requirements laid down by the Italian Corporate Governance Code, the information contemplated therein was taken into account - including the information relating to the existence of direct or indirect relationships (credit, business/professional and employee relationships, as well as significant offices held) that the Director and her other connected subjects may have with UniCredit and Group companies.
In order to assess the potential significance of these relationships, the Board decided to consider not only predefined economic thresholds, which - if exceeded - could "automatically" indicate that independence was compromised, but to make an overall assessment of both objective and subjective aspects. The following criteria were considered: (i) the nature and characteristics of the relationship; (ii) the total amount in absolute and relative terms of the transactions; and (iii) the subjective profile of the relationship.
More specifically, for the purposes of assessing the significance of such relationship, the Board considered the following information, where available:
• credit relations: the amount in absolute value of the credit granted, its weighting in relation to the system and, where appropriate, the economic and financial situation of the borrower;
• business/professional relations: the nature of the transaction/relationship, the amount of the consideration and, where appropriate, the economic and financial situation of the counterparty;
• offices held in Group companies: the total amount of any additional remuneration.
Following the above assessment, no relationships emerged affecting the independence of the Director.
In compliance with the provisions of the Bank of Italy Circular no. 285/2013 on banks’ corporate governance, the Board also positively assessed (i) the correspondence between the appointment of Director Ms. Honold and the qualitative and quantitative composition deemed to be optimal by the Board of Directors (identified in February 2024), as well as (ii) the compliance with the collective suitability requirements provided under the applicable provisions and the correspondence of said composition with the one deemed to be optimal.
Furthermore, following the favorable opinion of the Nomination Committee, the Board of Directors appointed Director Ms. Honold as member of the Risk Committee, in lieu of Director Ms. Francesca Tondi, who held said office starting from January 2025, following the resignation of Director Mr. Marcus Johannes Chromik.
Milan, 11 April 2025
Enquiries:
Media Relations: mediarelations@unicredit.eu
Investor Relations: investorrelations@unicredit.eu
Breaking barriers: UniCredit Foundation unveils key research on educational inequality in Europe
PRESS RELEASE
08 April 2025
The academic research, presented at the Verona University, highlights systemic barriers to higher education access
UniCredit Foundation has unveiled “Beyond compulsory education in Europe”, a major academic study which sheds light on persistent educational inequalities across Europe. The research highlights that young people from lower socio-economic backgrounds remain significantly underrepresented in higher education, facing barriers such as financial constraints, limited guidance, and systemic educational tracking1. This study is part of UniCredit Foundation’s broader commitment to providing educational opportunities for the younger generation, with €28 million invested across Europe in 2024 alone.
The presentation of the study, held during the event “Equity in Education: from Secondary School to University in Europe”, organized in collaboration with the University of Verona, provided an important opportunity for dialogue between the student and academic community and representatives of local institutions and the business sector. At the heart of the discussion was the topic of equity in education, an issue that is becoming increasingly central to the public debate at both national and European level. In the presence of Andrea Orcel, CEO of UniCredit Group and Chairman of UniCredit Foundation, Pier Francesco Nocini, Rector of the University of Verona, and Giovanna Iannantuoni, President of the Conference of Italian University Rectors, the event served as a genuine call to action for institutions, businesses, and civil society to join forces and take concrete steps to address systemic educational inequalities.
At the EU level, policymakers aim to increase tertiary education attainment to 45% among 25–34-year-olds by 2030, yet structural inequalities remain a challenge. According to the report:
Students from wealthier families in Europe are more likely to enter university than those from lower-income backgrounds. In Italy, for example, more than 75% of children from households in the top quarter of the income distribution attend college, compared with less than 40% among those in the bottom-quarter
Tracking systems significantly reduce the likelihood of vocational school students pursuing higher education
In Mediterranean countries, university-dropout rates approach 50%, highlighting the difficulty of university completion, particularly for students from underserved communities
A significant gender gap persists in STEM fields: while 33.6% of men choose STEM degrees, only 8.5% of women do. Women are much more likely to opt for humanities (37% vs. 17.9%)
On the base of this evidence, UniCredit Foundation has launched in September 2024 a €1.5 million pilot initiative in Italy, called Uni.ON, providing 200 high school students - many from vocational tracks and low-income backgrounds - with preparatory support for university admission. Of these, 70 students will receive three-year scholarships of €5,000 per year, covering essential living costs and academic mentoring.
Andrea Orcel, Chairman of UniCredit Foundation and CEO of UniCredit Group, talking to the students said: “Europe has built a world-class education system, but access to higher education remains deeply unequal. Too many talented young people from disadvantaged backgrounds still face barriers that limit their potential and, in turn, perpetuate broader social inequalities. At UniCredit Foundation, we are committed to breaking down these barriers. Through research, collaboration, and targeted initiatives - such as our pilot program providing scholarships and mentorship in Italy - we aim to ensure that financial constraints do not stand in the way of academic success. Investing in education means investing in a fairer, stronger society for future generations”.
Policy Recommendations and Call to Action
The UniCredit Foundation’s research also proposes key policy solutions to improve university access and completion rates:
Expanding bridging programs between vocational and academic education
Reforming secondary school curricula to provide broader general education
Introducing financial support mechanisms, such as Child Savings Accounts (CSAs), to help families plan for education costs
Providing extra coaching and mentorship from universities to support students from underserved communities in navigating higher education and career choices, raising their aspirations and improving chances of attending university
Francesco Nocini, Rector of the University of Verona commented: “The University of Verona’s commitment to removing barriers to higher education has already delivered significant results. This is reflected in the substantial increase in its student population, which grew from 25,771 to 29,875 students in less than six years. The university’s efforts have focused on strengthening the right to education, expanding access to student housing, and improving services for students in more vulnerable situations. Thanks to a major financial investment, the no-tax area has been extended from an ISEE (Equivalent Economic Situation Indicator) threshold of €24,000 to €27,000, allowing around 13,000 students to be exempt from paying tuition fees. The number of beds available in student housing for out-of-town students has increased from 430 in 2021 to 540 today, with a target of reaching 670 by 2026. Furthermore, the number of students with disabilities and specific learning disorders receiving dedicated support services has risen from 376 in the 2020/21 academic year to 760 in 2023/24.”
These crucial issues were at the center of a round table discussion during the event, which brought together some of the Italy’s leading university rectors and education experts. The discussion reinforced the need for collaborative efforts between academia, businesses, and institutions to remove barriers to higher education and create a more inclusive system.
For more information to access the full report, click here.
1 Educational tracking refers to the practice of assigning students to different academic or vocational paths based on their performance, test scores, or school recommendations. While this approach varies across countries, it has a significant impact on a student’s chances of entering higher education. Research shows that vocational students are far less likely to attend university, making tracking a key factor in perpetuating reinforcing educational inequality. Unlike broader socio-economic challenges, tracking policies can be directly addressed by national governments through educational reforms.
Verona, 8 April 2025
Contact:
Media Relations
Email: mediarelations@unicredit.eu
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Jeddah Corniche Circuit: Under the Saudi Arabian Lights
Thursday 17 April 2025
This weekend, Formula 1 heads to the Jeddah Corniche Circuit in Saudi Arabia. Nestled along the breathtaking Red Sea coastline, this high-speed street track delivers edge-of-the-seat action under the Saudi Arabian lights since its debut in 2021.
Breaking Down Barriers: UniCredit Foundation Explores Educational Inequalities in Europe with New Research
Thursday 10 April 2025
On the occasion of the event "Equity in Education: From Secondary School to University in Europe", UniCredit Foundation presented at the University of Verona the academic research "Beyond Compulsory Education in Europe", commissioned to analyze the systemic obstacles that still limit access to higher education across the continent.
As Premium Partner of Scuderia Ferrari HP, UniCredit will be cheering them on at the Suzuka Circuit
Thursday 03 April 2025
This weekend, Scuderia Ferrari HP heads to Japan for the third Grand Prix of the season, and all eyes will be on the famous Suzuka Circuit as it is revered by drivers and fans alike.
Conversations Unlocked. The UniCredit Podcast. Scuderia Ferrari HP Drivers’ Presentation by UniCredit.
Thursday 03 April 2025
Missed the Scuderia Ferrari HP Drivers’ Presentation? Colleagues who were there share what it was like in a brand-new episode of Conversations Unlocked!
Maya Weug’s journey in motorsport is a testament to talent, passion, and relentless determination. As the first female driver to join the Scuderia Ferrari Driver Academy, she can be an ispiration for future generations. We at UniCredit are proud to stand by her side alongside Scuderia Ferrari Driver Academy as she forges her path to success.
We’re excited for you to meet our UniCredit Storytellers giving you a glimpse into what it’s like to work at our Bank, what attracts and motivates our People about UniCredit and how we Unlock a better tomorrow together!
Shanghai International Circuit: A Thrilling Stage for Scuderia Ferrari HP and UniCredit as Premium Partners
Thursday 20 March 2025
This weekend, Formula 1 returns to the Shanghai International Circuit, a track renowned for its high-speed straights, challenging corners, and unique design. UniCredit, as Premium Partner of Scuderia Ferrari HP, and the passionate crowd in China will gather to witness the action as Scuderia Ferrari HP is ready to take on the challenge with their drivers, Lewis Hamilton and Charles Leclerc.
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