AVVISO n.1887 02 Febbraio 2016 SeDeX - LEV. CERTIFICATES

AVVISO n.1887

02 Febbraio 2016

SeDeX - LEV. CERTIFICATES

Mittente del comunicato : BORSA ITALIANA

Societa' oggetto dell'Avviso

: UniCredit Bank AG

Testo del comunicato

Oggetto : Inizio negoziazione 'Leverage Certificates - Classe A' 'UniCredit Bank AG' emessi nell'ambito di un Programma

Si veda allegato.

Disposizioni della Borsa

Strumenti finanziari: Emittente: Rating Emittente:	Mini futures su indici UniCredit Bank AG Società di Rating Long Term	Data Report
	Moody's A2	19/06/2015
	Standard & Poor's BBB	09/06/2015
	Fitch Ratings A-	19/05/2015

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 03/02/2016

Mercato di quotazione: Borsa - Comparto SEDEX 'Leverage Certificates - Classe

Orari e modalità di negoziazione: Negoziazione continua e l'orario stabilito dall'art. IA.7.3.1

delle Istruzioni

Operatore incaricato ad assolvere l'impegno di quotazione:

Unicredit Bank AG

Member ID Specialist: IT1352

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Mini futures su indici

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 03/02/2016, gli strumenti finanziari 'Mini futures su indici' (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.

Allegati:

- Scheda riepilogativa delle caratteristiche dei securitised derivatives;

- Estratto del prospetto di quotazione dei Securitised Derivatives

Num. Serie	Codice Isin	Trading Code	Instrument Id	Descrizione	Sottostante	Tipologia	Strike	Data Scadenza	Parità	Quantità	Lotto Negoziazione	EMS	Prima Barriera
1	DE000HV4A7M1	UI494M	787520	XXXXXXXXXXXX00000XX00000X000000	XXXX/XXX	Xxxx	00000	31/12/99	0,0001	1000000	1	4567	13400
2	DE000HV4A7N9	UI495M	787529	XXXXXXXXXXXX00000XX00000X000000	XXXX/XXX	Xxxx	00000	31/12/99	0,0001	1000000	1	10105	16500
3	DE000HV4A7P4	UI496M	787521	UCHFTMIBSLMS22000AB21300E311299	XXXX/XXX	Xxxx	00000	31/12/99	0,0001	1000000	1	7088	21300
4	DE000HV4A7Q2	UI497M	787530	UCHFTMIBSLMS25000AB24200E311299	XXXX/XXX	Xxxx	00000	31/12/99	0,0001	1000000	1	3830	24200

Final Terms

dated 03/02/2016

UniCredit Bank AG Issue of MiniFutures

(the "Securities")

under the

Euro 50,000,000,000

Debt Issuance Programme of UniCredit Bank AG

These final terms (the "Final Terms") have been prepared for the purposes of Article 5 para. 4 of the Directive 2003/71/EC, at the date of the Base Prospectus (the "Prospectus Directive") in connection with Section 6 para. 3 of the German Securities Prospectus Act, at the date of the Base Prospectus (Wertpapierprospektgesetz, the "WpPG"). In order to get the full information the Final Terms are to be read together with the information contained in the base prospectus of UniCredit Bank AG (the "Issuer") dated 28 May 2015 for the issuance of Knock-out Securities and Warrants (the "Base Prospectus and in any supplements to the Base Prospectus according to Section 16 WpPG (the "Supplements").

The Base Prospectus, any Supplements and these Final Terms are available on xxx.xxxxxxxxxxxx.xxxxxxxxx.xx or any successor website thereof in accordance with Section 14 WpPG.

An issue specific summary is annexed to these Final Terms.

SECTION A – GENERAL INFORMATION:

Issue date and issue price:

29/01/2016

The issue price per Security is specified in § 1 of the Product and Underlying Data.

Selling concession:

Not applicable

Other commissions:

Not applicable

Issue volume:

The issue volume of each Series issued under and described in these Final Terms is specified in § 1 of the Product and Underlying Data.

The issue volume of each Tranche issued under and described in these Final Terms is specified in § 1 of the Product and Underlying Data.

Product Type:

Call Mini Future Securities Put Mini Future Securities

Admission to trading and listing:

Application will be made for the Securities to be admitted to trading with effect from 03/02/2016 on the following regulated or other equivalent markets:

 Borsa Italiana S.p.A. – SeDeX market

The UniCredit Bank AG (also the "Market Maker") undertakes to provide liquidity through bid and offer quotes in accordance with the market making rules of Borsa Italiana S.p.A., where the Securities are expected to be listed. The obligations of the Market Maker are regulated by the rules of the markets organized and managed by Borsa Italiana S.p.A., and the relevant instructions to such rules.

Application to listing will be made as of 03/02/2016 on the following markets:

 Borsa Italiana S.p.A. – SeDeX market

Payment and delivery:

Delivery against payment

Notification:

The Federal Financial Supervisory Authority (the "BaFin") has provided to the competent authorities in France and Italy a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

Terms and conditions of the offer:

Day of the first public offer: 03/02/2016 A public offer will be made in Italy.

The smallest transferable unit is 1 Security. The smallest tradable unit is 1 Security.

The Securities will be offered to qualified investors, retail investors and/or institutional investors by way of a public offering.

As of the day of the first public offer the Securities described in the Final Terms will be offered on a continuous basis.

The continuous offer will be made on current ask prices provided by the Issuer.

The public offer may be terminated by the Issuer at any time without giving any reason.

Consent to the use of the Base Prospectus:

The Issuer consents to the use of the Base Prospectus by all financial intermediaries (so-called general consent).

Such consent to use the Base Prospectus is given during the period of the validity of the Base Prospectus. General consent for the subsequent resale or final placement of Securities by the financial intermediaries is given in relation to Italy.

The Issuer’s consent to the use of the Base Prospectus is subject to the condition that each financial intermediary complies with the applicable selling restrictions and the terms and conditions of the offer.

Moreover, the Issuer’s consent to the use of the Base Prospectus is subject to the condition that the financial intermediary using the Base Prospectus commits itself towards its customers to a responsible distribution of the Securities. This commitment is made by the publication of the financial intermediary on its website stating that the prospectus is used with the consent of the Issuer and subject to the conditions set forth with the consent.

Besides, the consent is not subject to any other conditions.

U.S. Selling Restrictions:

Neither TEFRA C nor TEFRA D

Interest of Natural and Legal Persons involved in the Issue/Offer:

With regard to trading of the Securities the Issuer has a conflict of interest being also the Market Maker on the Borsa Italiana S.p.A. – SeDeX market.

The Issuer is also the arranger and the Calculation Agent of the Securities.

Additional information:

Not applicable

SECTION B – CONDITIONS:

Part A - General Conditions of the Securities Form, Clearing System, Global Note, Custody

Type of the Securities: certificates

Global Note: The Securities are represented by a permanent global note without interest coupons

Principal Paying Agent: UniCredit Bank AG, Xxxxxxxxxxxxxx 00, 00000 Xxxxxx, Xxxxxxx French Paying Agent: not applicable

Calculation Agent: UniCredit Bank AG, Xxxxxxxxxxxxxx 00, 00000 Xxxxxx, Xxxxxxx Custody: Monte Titoli S.p.A

PART B – PRODUCT AND UNDERLYING DATA

(the "Product and Underlying Data")

First Trade Date: 03/02/2016 Issue Date: 29/01/2016 Minimum Amount: EUR 0.-

Minimum Exercise Amount: 1 Security

Specified Currency: Euro ("EUR")

Website of the Issuer: xxx.xxxxxxxxxxxx.xxxxxxxxx.xx

Website for Notices: xxx.xxxxxxxxxxxx.xxxxxxxxx.xx

Table 1.1:

§ 1

Product Data

ISIN	WKN	Reuters	Trading Code	Series Number	Tranche Number	Issue Volume of Series in units	Issue Volume of Tranche in units	Issue Price
XX000XX0X0X0	XX0X0X	XXXX0X0XxXXXX	UI494M	1	1	1.000.000	1.000.000	0,5842
XX000XX0X0X0	XX0X0X	XXXX0X0XxXXXX	UI495M	2	1	1.000.000	1.000.000	0,2842
XX000XX0X0X0	XX0X0X	XXXX0X0XxXXXX	UI496M	3	1	1.000.000	1.000.000	0,3157
XX000XX0X0X0	XX0X0X	XXXX0X0XxXXXX	UI497M	4	1	1.000.000	1.000.000	0,6157

Table 1.2:

ISIN	WKN	Underlying	Call/Put	Ratio	Initial Strike	Initial Knock- out Barrier	Initial Risk Management Fee	Initial Stop Loss Spread	Reference Price
DE000HV4A7M1	HV4A7M	FTSE MIB Index	Call	0.0001	00000	00000	0	000	Closing Price
DE000HV4A7N9	HV4A7N	FTSE MIB Index	Call	0.0001	00000	00000	0	000	Closing Price
DE000HV4A7P4	HV4A7P	FTSE MIB Index	Put	0.0001	22000	21300	4	700	Closing Price

DE000HV4A7Q2

HV4A7Q

FTSE MIB Index

Put

0.0001

25000

24200

800

Closing Price

Table 2.1:

§ 2

Underlying Data

Underlying	Index Type	Underlying Currency	WKN	ISIN	Reuters	Bloomberg	Index Sponsor	Index Calculation Agent	Website
FTSE MIB Index	Price	EUR	145814	IT0003465736	.FTMIB	FTSEMIB Index	FTSE International Limited	FTSE International Limited	xxx.xxxx.xxx/Xxxxxxx
FTSE MIB Index	Price	EUR	145814	IT0003465736	.FTMIB	FTSEMIB Index	FTSE International Limited	FTSE International Limited	xxx.xxxx.xxx/Xxxxxxx
FTSE MIB Index	Price	EUR	145814	IT0003465736	.FTMIB	FTSEMIB Index	FTSE International Limited	FTSE International Limited	xxx.xxxx.xxx/Xxxxxxx
FTSE MIB Index	Price	EUR	145814	IT0003465736	.FTMIB	FTSEMIB Index	FTSE International Limited	FTSE International Limited	xxx.xxxx.xxx/Xxxxxxx

For further information about the Underlying and the past and future performance of the Underlying and its volatility, please refer to the Website as specified in the table (or any successor page).

PART C – SPECIAL CONDITIONS OF THE SECURITIES

(the "Special Conditions")

§ 1 Definitions

"Adjustment Event" means each of the following events:

(a) changes in the relevant Index Concept or the calculation of the Underlying, that in the reasonable discretion (§ 315 BGB) of the Calculation Agent result in a new relevant Index Concept or calculation of the Underlying being no longer economically equivalent to the original relevant Index Concept or the original calculation of the Underlying;

(b) the calculation or publication of the Underlying is finally discontinued, or replaced by another index (the "Index Replacement Event");

(c) due to circumstances for which the Issuer is not responsible, the Issuer is no longer entitled to use the Underlying as basis for the calculations or, respectively, specifications described in the Terms and Conditions of these Securities; likewise the Issuer is not responsible for the termination of the license to use the Underlying due to an unacceptable increase in license fees (a "License Termination Event");

(d) any event which is economically equivalent to one of the above-mentioned events with regard to its consequences on the Underlying.

"Banking Day" means each day (other than a Saturday or Sunday) on which the Clearing System and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") is open for business.

"Barrier Adjustment Day" means each Financing Costs Adjustment Date and each Spread Adjustment Day.

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the General Conditions.

"Calculation Date" means each day on which the Reference Price is published by the Index Sponsor or the Index Calculation Agent, as the case may be.

"Call Event" means Index Call Event. "Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited to tax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including the administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

the holding, acquisition or sale of the Underlying or assets that are needed in order to hedge price risks or other risks with respect to its obligations under the Securities is or becomes wholly or partially illegal for the Issuer,

if such changes become effective on or after the First Trade Date.

"Clearance System" means the principal domestic clearance system customarily used for settling trades in the securities that form the basis of the Underlying as determinded by the Calculation Agent in its reasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day (other than a Saturday or Sunday) on which such Clearance System is open for the acceptance and execution of settlement instructions.

"Clearing System" means Monte Titoli S.p.A., Xxxxxx Xxxxxx 0, 00000 Xxxxx, Xxxxx.

"Determining Futures Exchange" means the futures exchange, on which respective derivatives of the Underlying or – if derivatives on the Underlying are not traded – its components (the "Derivatives") are traded, and as determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditions in accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining Futures Exchange, such as a final discontinuation of derivatives' quotation linked to the Underlying or to its components at the Determining Futures Exchange or a considerably restricted number or liquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditions determine another futures exchange as the determining futures exchange (the "Substitute Futures Exchange"). In the event of such a substitution, any reference in the Terms and Conditions of these Securities to the Determining Futures Exchange shall be deemed to refer to the Substitute Futures Exchange.

"Differential Amount" means the Differential Amount as calculated or, respectively, specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

The "Dividend Deduction" reflects the rate deduction, which affects a component of the Underlying due to a Dividend Payment. It is with respect to a Dividend Adjustment Date an amount in the Underlying Currency determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) on the basis of the dividend resolution of the Issuer of the relevant component of the Underlying which height depends on the Dividend Payment taking in consideration taxes or other fees and costs.

"Eurozone" means the countries and territories listed in the Annex of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the Euro, in its current version.

"Exercise Date" means the last Trading Day of the month of January of each year.

"Exercise Price" means an amount in the Underlying Currency determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) which the Issuer would receive following the liquidation of Hedging Transactions for an Underlying at the Relevant Exchange or, as the case may be, Determining Futures Exchange. Subject to a Market Disruption at the Relevant Exchange or, as the case may be, Determining Futures Exchange, the Issuer will specify the Exercise Price within three hours after the determination of a Knock-out Event (the "Dissolution Period"). If the Dissolution Period ends after the official close of trading on the Relevant Exchange or, as the case may be, Determining Futures Exchange, the Dissolution Period is extended by the period after the start of trading on the immediately following Calculation Date, on which trading takes place which otherwise would fall after the official close of trading.

"Exercise Right" means the Exercise Right as specified in § 3 (1) of the Special Conditions. "Financing Costs" means for each calendar day the product of:

(a) the Strike on the First Trade Date (up to the first Financing Costs Adjustment Date after the Issue Date (including)) or, the Strike on the last Financing Costs Adjustment Date immediately preceding the respective calendar day (excluding), as the case may be, and

(b) the sum (in the case of Securities, for which "Call" is specified in § 1 of the Product and Underlying Data) or, respectively, the difference (in the case of Securities, for which "Put" is specified in § 1 of the Product and Underlying Data) of the respective Reference Rate,

applicable to the respective calendar day, and the respective Risk Management Fee, applicable to the respective calendar day, in per cent. per annum, divided by 365.

"Financing Costs Adjustment Date" means every of the following days:

(a) the first Trading Day of each month (each such day a "Reference Rate Adjustment Date"),

(b) the day, on which a component of the Underlying is traded on the Relevant Exchange for the first time ex dividend (in the following also referred to as "Dividend Adjustment Date"), or

"First Trade Date" means the First Trade Date as specified in § 1 of the Product and Underlying Data.

"Hedging Transactions" means transactions, which are necessary, to hedge price risks or other risks deriving from the Issuer's obligations under the Securities; the Issuer determines in its reasonable discretion (§ 315 BGB), whether this is the case.

"Index Calculation Agent" means the Index Calculation Agent as specified in § 2 of the Product and Underlying Data.

"Index Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable Replacement Underlying is available;

(b) a Change in Law occurs;

(d) the specification of the Reference Rate is finally ceased.

"Index Sponsor" means the Index Sponsor as specified in § 2 of the Product and Underlying Data. "Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

"Knock-out Amount" is the Knock-out Amount as calculated or, respectively, specified by the Calculation Agent according to § 4 of the Special Conditions.

"Knock-out Barrier" means the Knock-out Barrier newly specified by the Calculation Agent on each Barrier Adjustment Day as follows:

(a) On the First Trade Date, the Initial Knock-Out Barrier as specified in the "Initial Knock-out Barrier" column in Table 1.2 in § 1 of the Product and Underlying Data.

(b) On each Reference Rate Adjustment Date the sum (in the case of Securities, for which "Call" is specified in § 1 of the Product and Underlying Data) or, respectively, the difference (in the case of Securities, for which "Put" is specified in § 1 of the Product and Underlying Data) of:

(i) the Strike on the respective Barrier Adjustment Day, and

(ii) the Stop Loss-Spread for the respective Barrier Adjustment Day.

The Knock-out Barrier, specified in such a way, shall be rounded up (in the case of Securities, for which "Call" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data) or, respectively, down (in the case of Securities, for which "Put" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data) in accordance with the Rounding Table.

(c) On each Spread Adjustment Day the sum (in the case of Securities, for which "Call" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data) or, respectively, the difference (in the case of Securities, for which "Put" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data) of:

(i) the Strike on the respective Spread Adjustment Day, and

(ii) the Stop Loss-Spread for the respective Spread Adjustment Day.

(d) On each Dividend Adjustment Date the difference between:

(i) the Knock-out Barrier, specified in accordance with the aforementioned method, immediately prior to the Dividend Adjustment, and

(ii) the Dividend Deduction for the respective Dividend Adjustment Date. The Knock-out Barrier equals at least zero.

After the execution of all adjustments of the Knock-out Barrier on a Barrier Adjustment Day the newly determined Knock-out Barrier will be published on the Website of the Issuer under the respective product details.

A "Knock-out Event" has occurred if the price of the Underlying, as published by the Index Sponsor or, respectively, the Index Calculation Agent with continuous observation starting on the First Trade Date (including) at any time

In the case of Securities, for which "Call" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data:

is on or below the Knock-out Barrier.

In the case of Securities, for which "Put" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data:

is on or above the Knock-out Barrier.

"Market Disruption Event" means each of the following events:

(a) in general the suspension or restriction of trading on the exchanges or the markets on which the securities that form the basis of the Underlying are listed or traded, or on the respective futures exchanges or on the markets on which Derivatives of the Underlying are listed or traded;

(b) in relation to individual securities which form the basis of the Underlying, the suspension or restriction of trading on the exchanges or on the markets on which such securities are traded or on the respective futures exchange or the markets on which derivatives of such securities are traded;

(c) in relation to individual Derivatives of the Underlying, the suspension or restriction of trading on the futures exchanges or the markets on which such derivatives are traded;

(d) the suspension of or failure or the non-publication of the calculation of the Underlying as a result of a decision by the Index Sponsor or the Index Calculation Agent;

to the extent that such Market Disruption Event is material in the reasonable discretion (§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number of days on which trading takes place on the Relevant Exchange or, as the case may be, the Determining

Futures Exchange, shall not constitute a Market Disruption Event provided that the restriction occurs due to a previously announced change in the rules of the Relevant Exchange or, as the case may be, the Determining Futures Exchange.

"Minimum Amount" means the Minimum Amount as specified in § 1 of the Product and Underlying Data.

"Minimum Exercise Amount" means the Minimum Exercise Amount as specified in § 1 of the Product and Underlying Data.

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of the General Conditions.

"Ratio" means the Ratio as specified in the "Ratio" column in Table 1.2 in § 1 of the Product and Underlying Data.

"Reference Banks" means four major banks in the Eurozone interbank market, which will be determined by the Calculation Agent in its reasonable discretion (§ 315 BGB).

"Reference Price" means the Reference Price of the Underlying as specified in the "Reference Price" column in Table 1.2 in § 1 of the Product and Underlying Data.

The "Reference Rate" will be newly specified by the Calculation Agent on each Reference Rate Adjustment Date (the "Reference Rate Adjustment") and is for each period starting with the respective Reference Rate Adjustment Date (excluding) up to the immediately following Reference Rate Adjustment Date (including) the offer rate (expressed as per cent. per annum) for deposits in euro for the maturity of one month, which appears on the Reuters screen page EURIBOR1M= (or on any successor page, which will be notified by the Calculation Agent pursuant to § 6 of the General Conditions) (the "Screen Page") as of 11:00 a.m. Brussels time, on the last Trade Day of the immediately preceding calendar month (each such date an "Interest Determination Date").

If the Screen Page is not available at the mentioned time, or if such offer rate does not appear on the Screen Page, the Calculation Agent will request each of the Reference Banks to provide its rates, offered to prime banks in the Eurozone interbank market at approximately 11:00 a.m., Brussels time, on the respective Interest Determination Date for deposits in euro for the maturity of one month in a representative amount.

If at least two of the Reference Banks provide the Calculation Agent with such quotations, the respective Reference Rate will be the arithmetic mean (rounded if necessary to the nearest one thousandth of a percentage point, with 0.0005 being rounded upwards) of such quotations.

If on any Interest Determination Date only one or none of the Reference Banks provides the Calculation Agent with such quotations, the Calculation Agent will determine the Reference Rate in its reasonable discretion (§ 315 BGB).

"Relevant Exchange" means the exchange, on which the components of the Underlying are traded, as determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditions in accordance with such components' liquidity.

In the case of a material change in the market conditions at the Relevant Exchange, such as a final discontinuation of the quotation of the Underlying or, respectively its components at the Relevant Exchange and the quotation at a different stock exchange or a considerably restricted number or liquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditions determine another stock exchange as the relevant exchange (the "Substitute Exchange"). In the event of a substitution, any reference in the Terms and Conditions of these Securities to the Relevant Exchange shall be deemed to refer to the Substitute Exchange.

"Relevant Reference Price" means the Reference Price on the respective Valuation Date.

"Risk Management Fee" means a value expressed in percentage per year, which forms the risk premium for the Issuer. The Initial Risk Management Fee for the First Trade Date is specified in the "Initial Risk Management Fee" column in Table 1.2 in § 1 of the Product and Underlying Data. The Calculation Agent adjusts the Risk Management Fee on each Reference Rate Adjustment Date within its reasonable discretion (§ 315 BGB) to the current market circumstances so that the ratio of the Risk Management Fee to the relevant market parameters (especially volatility of the Underlying, liquidity of the Underlying, hedging costs and lending costs (if any)) remains substantially unchanged. The adjusted Risk Management Fee is valid during the period of the respective Reference Rate Adjustment Date (excluding) to the immediately following Reference Rate Adjustment Date (including). The Calculation Agent shall after its specification notify the valid Risk Management Fee in each case pursuant to § 6 of the General Conditions.

"Rounding Table" means the following table:

Knock-out Barrier Rounding to the next multiple of

< 2 0.01

< 5 0.02

< 10 0.05

< 20 0.1

< 50 0.2

< 100 0.25

< 200 0.5

< 500 1

< 2,000 2

< 5,000 5

< 10,000 10

> 10,000 20

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following a transaction on the Relevant Exchange of the securities that form the basis of the Underlying, during which period settlement will customarily occur according to the rules of such Relevant Exchange.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product and Underlying Data.

"Stop Loss-Spread" means the Stop Loss-Spread as specified in the "Initial Stop Loss-Spread" column in Table 1.2 in § 1 of the Product and Underlying Data. The Calculation Agent intends to keep the Stop Loss-Spread at a constant level during the term of the Securities (subject to a rounding of the Knock-out Barrier). However it is entitled to adjust the Stop Loss-Spread in its reasonable discretion (§ 315 BGB) to the prevailing market conditions (e.g. an increased volatility of the Underlying) on each Trading Day (the "Spread Adjustment"). The Spread Adjustment is applicable as of the day of its notification pursuant to § 6 of the General Conditions (including) (the "Spread Adjustment Day").

"Strike" means

(a) on the First Trade Date the Initial Strike as specified in the "Initial Strike" column in Table

1.2 in § 1 of the Product and Underlying Data,

(b) on each calendar day, following the First Trade Date, the sum of (i) the Strike on the day immediately preceding this calendar day and (ii) the Financing Costs, or, respectively,

(i) the Strike, specified in accordance with the aforementioned method for this Dividend Adjustment Date, and

(ii) the Dividend Deduction for this Dividend Adjustment Date (the "Dividend Adjustment").

The Strike shall be rounded up or down to six decimals, with 0.0000005 being rounded upwards and shall never be less than zero.

The Calculation Agent will publish the Strike after its specification on the Website of the Issuer under the respective product details.

"Terms and Conditions" means the terms and conditions of these Securities as set out in the General Conditions (Part A), the Product and Underlying Data (Part B) and the Special Conditions (Part C).

"Trading Day" means each day (other than a Saturday or Sunday) on which the trading system Borsa Italiana (SeDeX) market is open for business.

"Underlying" means the Underlying as specified in § 1 of the Product and Underlying Data. The Underlying is specified by the Index Sponsor and is calculated by the Index Calculation Agent.

"Underlying Currency" means the Underlying Currency as specified in § 2 of the Product and Underlying Data.

"Valuation Date" means the Exercise Date on which the Exercise Right has been effectively exercised, or the Call Date, as the case may be, on which the Issuer has exercised its Regular Call Right. If this day is not a Calculation Date, the immediately next following Banking Day which is a Calculation Date shall be the Valuation Date.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product and Underlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product and Underlying Data.

§ 2 Interest

The Securities do not bear interest.

§ 3 Exercise Right, Exercise, Knock-out, Exercise Notice, Payment

(1) Exercise Right: Subject to the occurrence of a Knock-out Event, the Security Holder shall be entitled, according to the Terms and Conditions of these Securities, to demand for each Security the payment of the Differential Amount from the Issuer.

(2) Exercise: The Exercise Right can be exercised by the Security Holder on each Exercise Date prior to 10:00 a.m. (Munich local time) pursuant to the provisions of paragraph (4) of this § 3.

(3) Knock-out: Upon the occurrence of a Knock-out Event, the Exercise Right forfeits and the Knock- out Amount will be paid for each Security.

(4) Exercise Notice: The Exercise Right shall be exercised by the Security Holder by transmission of a duly completed written Exercise Notice (the "Exercise Notice") to the Principal Paying Agent possibly per facsimile, using the form of notice which may be obtained from the Website of the Issuer (or any successor page) or, respectively by specifying all information and declarations to the facsimile number set out in such form of notice and by transferring the Securities stated in the Exercise Notice to the account of the Issuer, which is set out in the respective form of the Exercise Notice. For this purpose the Security Holder must instruct its depositary bank, which is responsible for the order of the transfer of the specified Securities.

The Exercise Right is deemed to be effectively exercised on that day on which (i) the Principal Paying Agent receives the duly completed Exercise Notice prior to 10:00 a.m. (Munich local time) and (ii) the Securities specified in the Exercise Notice will be credited to the account of the Issuer prior to 5:00 p.m. (Munich local time).

For Securities, for which a duly completed Exercise Notice has been transmitted in time, but which has been credited to the Issuer's account after 5:00 p.m. (Munich local time), the Exercise Right is deemed to be effectively exercised on that Banking Day, on which the Securities will be credited to the account of the Issuer prior to 5:00 p.m. (Munich local time).

For Securities, for which a Security Holder transmits an Exercise Notice, which does not comply with the aforementioned provisions, or, if the Securities specified in the Exercise Notice have been credited to the Issuer's Account after 5:00 p.m. (Munich local time) of the fifth Banking Day following the transmission of the Exercise Notice, the Exerice Right is deemed to be not effectively exercised.

The amount of the Securities for which the Exercise Right shall be exercised, must comply with the Minimum Exercise Amount or an integral multiple thereof. Otherwise the amount of the Securities specified in the Exercise Notice will be rounded down to the nearest multiple of the Minimum Exercise Amount and the Exercise Right is deemed to be not effectively exercised with regard to the amount of Securities exceeding such amount. An Exercise Notice on fewer Securities than the Minimum Exercise Amount is invalid and has no effect.

Securities received by the Issuer and for which no effective Exercise Notice exists or the Exercise Right deems to be not effectively exercised, will be retransferred by the Issuer without undue delay at the expense of the relevant Security Holder.

Subject to the aforementioned provisions, the transmission of an Exercise Notice constitutes an irrevocable declaration of intent of the relevant Security Holder to exercise the respective Securities.

(5) Payment: The Differential Amount will be paid five Banking Days after the respective Valuation Date pursuant to the provisions of § 6 of the Special Conditions.

The Knock-out Amount will be paid five Banking Days after the day, on which the Knock-out Event has occurred, pursuant to the provisions of § 6 of the Special Conditions.

§ 4 Differential Amount, Knock-out Amount

(1) Differential Amount: The Differential Amount per Security equals an amount in the Specified Currency, which will be calculated or, respectively, specified by the Calculation Agent as follows:

In the case of Securities, for which "Call" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data:

Differential Amount = (Relevant Reference Price - Strike) x Ratio

However, the Differential Amount is not lower than the Minimum Amount.

In the case of Securities, for which "Put" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data:

Differential Amount = (Strike - Relevant Reference Price) x Ratio

However, the Differential Amount is not lower than the Minimum Amount.

(2) Knock-out Amount: The Knock-out Amount per Security equals an amount in the Specified Currency, which will be calculated or, respectively, specified by the Calculation Agent as follows:

In the case of Securities, for which "Call" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data:

Knock-out Amount = (Exercise Price - Strike) x Ratio

However, the Knock-out Amount is not lower than the Minimum Amount.

In the case of Securities, for which "Put" is specified in the "Call/Put" column in Table 1.2 in § 1 of the Product and Underlying Data:

Knock-out Amount = (Strike - Exercise Price) x Ratio

However, the Knock-out Amount is not lower than the Minimum Amount.

(3) When calculating or, respectively, determining the Differential Amount or, respectively, the Knock-out Amount, no fees, commissions or other costs charged by the Issuer or a third party authorised by the Issuer, will be taken into account.

§ 5 Issuer's Regular Call Right, Issuer's Extraordinary Call Right

(1) Issuer's Regular Call Right: The Issuer may call the Securities in whole but not in part at each Exercise Date (the "Regular Call Right") and redeem them pursuant to § 4 (1) of the Special Conditions at the Differential Amount. In the case of such a call, the Exercise Date, at which the Issuer exercises its Regular Call Right (the "Call Date") is deemed to be the Valuation Date. The Exercise Right remains unaffected until the Call Date. With the beginning of the Call Date all Exercise Rights forfeit.

The Issuer will give notice of such call at least one month prior to the Call Date pursuant to § 6 of the General Conditions. Such notice shall be irrevocable and will specify the relevant Call Date.

The Differential Amount will be paid five Banking Days after the Call Date pursuant to the provisions of § 6 of the Special Conditions.

(2) Issuer's Extraordinary Call Right: Upon the occurrence of a Call Event the Issuer may call the Securities extraordinarily by giving notice pursuant to § 6 of the General Conditions and redeem the Securities at their Cancellation Amount. Such call shall become effective at the time of the notice pursuant to § 6 of the General Conditions or at the time indicated in the notice, as the case may be. The application of §§ 313, 314 BGB remains reserved.

The "Cancellation Amount" shall be the reasonable market value of the Securities determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within ten Banking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the above mentioned notice, or at the date specified in such notice, as the case may be, pursuant to the provisions of § 6 of the Special Conditions.

§ 6 Payments

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up or down to the nearest EUR 0.01, with EUR 0.005 being rounded upwards. However, at least the Minimum Amount shall be paid.

(2) Business day convention: If the due date for any payment under the Securities (the "Payment Date") is not a Banking Day then the Security Holders shall not be entitled to payment until the next following Banking Day. The Security Holders shall not be entitled to further interest or other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent. The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited to the respective accounts of the depositary banks and to be transferred to the Security Holders. The payment to the Clearing System shall discharge the Issuer from its obligations under the Securities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, the amount due shall bear interest on the basis of the default interest rate established by law. Such accrual of interest starts on the day following the due date of that payment (including) and ends on the effective date of the payment (including).

§ 7 Market Disruptions

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a Market Disruption Event occurs on a Valuation Date, the respective Valuation Date will be postponed to the next following Calculation Date on which the Market Disruption Event no longer exists. Should a Market Disruption Event with respect to the Underlying occur during a Dissolution Period, the respective Dissolution Period will be extended by the time, the Market Disruption Event has lasted.

Any Payment Date relating to such Valuation Date or Dissolution Period, as the case may be, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than 30 consecutive Banking Days the Calculation Agent shall determine in its reasonable discretion (§ 315 BGB) the respective Reference Price or, respectively, the Exercise Price required for the calculations or, respectively, specifications described in the Terms and Conditions of these Securities. Such Reference Price or, respectively, Exercise Price shall be determined in accordance with prevailing market conditions at 10:00 a.m. (Munich local time) on the 31st Banking Day, taking into account the economic position of the Security Holders.

§ 8 Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and New Index Calculation Agent, Replacement Specification

(1) Index Concept: The basis for the calculations or, respectively, specifications of the Calculation Agent described in the Terms and Conditions of these Securities shall be the Underlying with its provisions currently applicable, as developed and maintained by the Index Sponsor, as well as the method of calculation, determination, and publication of the price of the Underlying (the "Index Concept") applied by the Index Sponsor. This shall also apply if during the term of the Securities changes are made or occur in respect of the Index Concept, or if other measures are

taken, which have an impact on the Index Concept, unless otherwise provided in the below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in its reasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities, if necessary (in particular the Underlying, the Ratio and/or all prices of the Underlying, which have been specified by the Calculation Agent) and/or all prices of the Underlying determined by the Calculation Agent on the basis of the Terms and Conditions of these Securities in such a way that the economic position of the Security Holders remains unchanged to the greatest extent possible. Any adjustment will be performed taking into consideration any adjustments made by the Determining Futures Exchange to the there traded Derivatives linked to the Underlying, and the remaining term of the Securities as well as the latest available price of the Underlying. If the Calculation Agent determines that, pursuant to the rules of the Determining Futures Exchange, no adjustments were made to the Derivatives linked to the Underlying, the Terms and Conditions of these Securities regularly remain unchanged. The exercised adjustments and the date of the first application shall be notified according to § 6 of the General Conditions.

(3) Replacement Underlying: In cases of an Index Replacement Event or a License Termination Event, the adjustment pursuant to paragraph (2) is usually made by the Calculation Agent in its reasonable discretion (§ 315 BGB) determining, which index should be used in the future as Underlying (the "Replacement Underlying"). If necessary, the Calculation Agent will make further adjustments to the Terms and Conditions of these Securities (in particular to the Underlying, the Ratio and/or all prices of the Underlying, which have been specified by the Issuer) and/or all prices of the Underlying determined by the Calculation Agent pursuant to the Terms and Conditions of these Securities in such a way that the economic position of the Security Holders remains unchanged to the greatest extent possible. The Replacement Underlying and the adjustments made as well as the time of its first application will be published in accordance with

§ 6 of the General Conditions. From the first application of the Replacement Underlying on, any reference to the replaced Underlying in the Terms and Conditions of these Securities shall be deemed to refer to the Replacement Underlying.

(4) New Index Sponsor and New Index Calculation Agent: If the Underlying is no longer determined by the Index Sponsor but rather by another person, company or institution (the "New Index Sponsor"), then all calculations or, respectively, specifications described in the Terms and Conditions of these Securities shall occur on the basis of the Underlying as determined by the New Index Sponsor. In this case, any references to the replaced Index Sponsor in the Terms and Conditions of these Securities shall be deemed as referring to the New Index Sponsor. If the Underlying is no longer calculated by the Index Calculation Agent but rather by another person, company or institution (the "New Index Calculation Agent"), then all calculations or, respectively, specifications described in the Terms and Conditions of these Securities shall occur on the basis of the Underlying as calculated by the New Index Calculation Agent. In this case, any references to the replaced Index Calculation Agent in the Terms and Conditions of these Securities shall be deemed as referring to the New Index Calculation Agent.

(5) Replacement Specification: If a price of the Underlying published by the Index Sponsor or the Index Calculation Agent, as the case may be, which is required pursuant to the Terms and Conditions of these Securities, will subsequently be corrected and the correction (the "Corrected Value") will be published by the Index Sponsor or the Index Calculation Agent, as the case may be, after the original publication, but still within one Settlement Cycle, then the Calculation Agent will notify the Issuer of the Corrected Value without undue delay and shall again specify and publish pursuant to § 6 of the General Conditions the relevant value by using the Corrected Value (the "Replacement Specification").

(6) The application of §§ 313, 314 BGB remains reserved.

UniCredit Bank AG

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in sections A – E (A.1 – E.7).

This Summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the Summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the Summary with the specification of 'Not applicable'.

A. INTRODUCTION AND WARNINGS

A.1	Warning	This Summary should be read as an introduction to the Base Prospectus. The investor should base any decision to invest in the Securities on consideration of the Base Prospectus as a whole. Where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. UniCredit Bank AG ("UniCredit Bank", the "Issuer" or "HVB"), Xxxxxxxx- Xxxxxxxxx-Xxxxxx 0, 00000 Xxxxxx, which in its capacity as Issuer assumes liability for the Summary including any translation thereof, as well as any person which has tabled it, may be held liable, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus, or it does not provide, when read together with the other parts of the Base Prospectus, all necessary key information.
A.2	Consent to the use of the base prospectus	Subject to the following paragraphs, the Issuer gives its consent to the use of the Base Prospectus during the Offer Period for subsequent resale or final placement of the Securities by financial intermediaries.
	Indication of the offer period	Resale or final placement of the Securities by financial intermediaries can be made and consent to use the Base Prospectus is given during the period of the validity of the Base Prospectus.
	Other conditions attached to the consent	The Issuer’s consent to the use of the Base Prospectus is subject to the condition that each financial intermediary complies with the applicable selling restrictions as well as the terms and conditions of the offer. Moreover, the Issuer’s consent to the use of the Base Prospectus is subject to the condition that the financial intermediary using the Base Prospectus commits itself towards its customers to a responsible distribution of the Securities. This commitment is made by the publication of the financial intermediary on its website stating that the prospectus is used with the consent of the Issuer and subject to the conditions set forth with the consent. Besides, the consent is not subject to any other conditions.
	Provision of terms and conditions of the offer by	Information on the terms and conditions of the offer by any financial intermediary is to be provided at the time of the offer by the financial intermediary.

financial intermediary

Key performance indicators	1/1/2014 – 31/12/2014	1/1/2013 – 31/12/2013
Net operating profit1)	€892m	€1,823m
Profit before tax1)	€1,083m	€1,439m
Consolidated profit1)	€785m	€1,062m
Earnings per share1)	€0.96	€1.27

Balance sheet figures	31/12/2014	31/12/2013

B. ISSUER

B.1	Legal and commercial name	UniCredit Bank AG (together with its consolidated subsidiaries, the "HVB Group") is the legal name. HypoVereinsbank is the commercial name.
B.2	Domicile / Legal form / Legislation / Country of incorporation	UniCredit Bank has its registered office at Xxxxxxxx-Xxxxxxxxx-Xxxxxx 0, 00000 Xxxxxx, was incorporated in Germany and is registered with the Commercial Register at the Local Court (Amtsgericht) in Munich under number HRB 42148, incorporated as a stock corporation under the laws of the Federal Republic of Germany.
B.4b	Known trends affecting the issuer and the industries in which it operates	The performance of HVB Group will depend on the future development on the financial markets and the real economy in 2015 as well as other remaining imponderables. In this environment, HVB Group will continuously adapt its business strategy to reflect changes in market conditions and carefully review the management signals derived therefrom on a regular basis.
B.5	Description of the group and the issuer's position within the group	UniCredit Bank is the parent company of HVB Group. HVB Group holds directly and indirectly equity participations in various companies. UniCredit Bank has been an affiliated company of UniCredit S.p.A., Rome ("UniCredit S.p.A.", and together with its consolidated subsidiaries, "UniCredit") since November 2005 and hence a major part of UniCredit from that date as a sub-group. UniCredit S.p.A. holds directly 100% of UniCredit Bank's share capital.
B.9	Profit forecast or estimate	Not applicable; no profit forecast or estimate is made.
B.10	Nature of any qualifications in the audit report on historical financial information	Not applicable; Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft, the independent auditor (Wirtschaftsprüfer) of UniCredit Bank, has audited the consolidated financial statements (Konzernabschluss) of HVB Group for the financial year ended 31 December 2013 and for the financial year ended 31 December 2014 and the financial statement (Einzelabschluss) of UniCredit Bank for the financial year ended 31 December 2014 and has in each case issued an unqualified audit opinion thereon.
B.12	Selected historical key financial information	Consolidated Financial Highlights as of 31 December 2014*

	Total assets	€300,342m	€290,018m
	Shareholders' equity	€20,597m	€21,009m

	Key capital ratios	31/12/2014 Basel III	31/12/2013 Basel II
	Common Equity Tier 1 capital	€18,993m	--
	Core capital (Tier 1 capital)	€18,993m	€18,456m
	Risk-weighted assets (including equivalents for market risk and operational risk)	€85.7bn	€85.5bn
	CET 1 capital ratio2)	22.1%	--
	Core capital ratio without hybrid capital (core Tier 1 ratio)2)	--	21.5%
	Tier 1 capital ratio2)	22.1%	21.6%
* Figures shown in this table are audited and taken from the consolidated financial statements of HVB Group for the financial year ended 31 December 2014. 1) without discontinued operation 2) calculated on the basis of risk-weighted assets, including equivalents for market risk and operational risk. Consolidated Financial Highlights as of 31 March 2015*

Key performance indicators	1/1 – 31/03/2015	1/1 – 31/03/2014
Net operating profit	€182m	€243m
Profit before tax	€197m	€289m
Consolidated profit1)	€131m	€186m
Earnings per share	€0.16	€0.24

Balance sheet figures	31/03/2015	31/12/2014
Total assets	€339,409m	€300,342m
Shareholders' equity	€20,735m	€20,597m

Key capital ratios	31/03/2015 Basel III	31/12/2014 Basel III
Common Equity Tier 1 capital	€18,743m	€18,993m
Core capital (Tier 1 capital)	€18,743m	€18,993m
Risk-weighted assets (including equivalents for market risk and operational risk)	€85,892m	€85,768m

		* Figures shown in this table are unaudited and taken from the Issuer's Consolidated Interim Report at 31 March 2015. 1) without discontinued operation 2) calculated on the basis of risk-weighted assets, including equivalents for market risk and operational risk.
	Statement with regard to no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change	There has been no material adverse change in the prospects of HVB Group since 31 December 2014, the date of its last published audited financial statements.
	Description of significant change in the financial position subsequent to the period covered by the historical financial information	There has been no significant change in the financial position of HVB Group since 31 March 2015.
B.13	Recent events	Not applicable. There are no recent events particular to UniCredit Bank which are to a material extent relevant to the evaluation of its solvency.
B.14	B.5 plus	See B.5
	statement of dependency upon other entities within the group	Not applicable. UniCredit Bank is not dependent on any entity within HVB Group.
B.15	Principal activities	UniCredit Bank offers a comprehensive range of banking and financial products and services to private, corporate and public sector customers, international companies and institutional customers. This range extends from mortgage loans, consumer loans, savings-and-loan

CET 1 capital ratio2)	21.8%	22.1%
Core capital ratio without hybrid capital (core Tier 1 ratio)2)	--	--
Tier 1 capital ratio2)	21.8%	22.1%

		and insurance products, and banking services for private customers through to business loans and foreign trade financing for corporate customers and fund products for all asset classes, advisory and brokerage services, securities transactions, liquidity and financial risk management, advisory services for affluent customers and investment banking products for corporate customers.
B.16	Direct or indirect ownership or control	UniCredit S.p.A. holds directly 100% of UniCredit Bank's share capital.

C. SECURITIES

C.1	Type and class of the securities	Call Mini Future Securities Put Mini Future Securities The Securities will be issued as non-par value Certificates. "Certificates" are debt instruments in bearer form (Inhaberschuldverschreibungen) pursuant to Section 793 German Civil Code (Bürgerliches Gesetzbuch, BGB). The Securities are represented by a permanent global note without interest coupons. The holders of the Securities (the "Security Holders") are not entitled to receive definitive Securities. The ISIN is specified in the table in the Annex to this summary.
C.2	Currency of the securities issue	The Securities are issued in Euro ("EUR") (the "Specified Currency").
C.5	Restrictions of any free transferability of the securities	Not applicable. The Securities are freely transferable.
C.8	Rights attached to the securities, including ranking and limitations to those rights	Governing law of the Securities The Securities, as to form and content, and all rights and obligations of the Issuer and the Security Holder shall be governed by the laws of the Federal Republic of Germany. Rights attached to the Securities The Securities do not have a fixed term. Instead they run for an indefinite time unless a Knock-out Event (as defined in C.15) has occurred, the Security Holders exercise their Exercise Right or the Issuer exercises its Regular Call Right. Subject to the occurrence of a Knock-out Event, the Security Holders shall be entitled to demand the payment of the Differential Amount (as defined in C.15) per Security from the Issuer (the "Exercise Right"). The Exercise Right may be exercised by the Security Holder on each Exercise Date (as defined in C.16) prior to 10:00 a.m. (Munich local time). If a Knock-out Event has occurred, the Security Holders shall be entitled to demand the payment of the Knock-out Amount (as defined in C.15). The Issuer may call the Securities on any Exercise Date in whole but not in part and pay the Differential Amount (the "Regular Call Right"). The Issuer will

notify such a call at least one month prior to the call. The Securities do not bear interest.

Limitation of the rights

Upon the occurrence of one or more Adjustment Events (as specified in the Final Terms) the Calculation Agent will in its reasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities and/or all prices of the Underlying determined by the Calculation Agent on the basis of the Terms and Conditions of the Securities, pursuant to the Final Terms, in such a way that the economic position of the Security Holders remains unchanged to the greatest extent possible.

Upon the occurrence of one or more Call Events (the "Call Events") (as specified in the Final Terms) the Issuer may call the Securities extraordinarily pursuant to the Final Terms and redeem the Securities at their Cancellation Amount. The "Cancellation Amount" is the reasonable market value of the Securities determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within ten Banking Days before the extraordinary call becomes effective.

Status of the Securities

The obligations under the Securities constitute direct, unconditional and unsecured obligations of the Issuer and rank, unless provided otherwise by law, pari passu with all other unsecured unsubordinated present and future obligations of the Issuer.

C.11

Admission to trading

Application will be made for the Securities to be admitted to trading with effect from 03/02/2016 on the following regulated or unregulated markets:

 Borsa Italiana S.p.A. – SeDeX market

C.15

Effect of the underlying on the value of the securities

The Securities reflect the performance of the Underlying (as defined in C.20) and allow the Security Holder to participate in both the positive and negative performance of the Underlying during the term of the Securities.

Call Mini Future Securities are Securities where Security Holders participate disproportionately (leveraged) in the price development of the Underlying. If the price of the Underlying rises, the price of the Security regularly rises disproportionately. If the price of the Underlying falls, the price of the Securities regularly falls disproportionately.

Put Mini Future Securities are Securities where Security Holders participate disproportionately (leveraged) in the reverse price development of the Underlying. If the price of the Underlying falls, the price of the Security regularly rises disproportionately. If the price of the Underlying rises, the price of the Securities regularly falls disproportionately.

If no Knock-out Event has occurred, the payment of the Differential Amount will only be made, if the Security Holder exercises its Exercise Right or the Issuer exercises its Regular Call Right.

If a Knock-out Event has occurred, the payment shall occur prematurely and

shall consist of the Knock-out Amount.

Upon issuance of the Securities the "Strike" corresponds to the Initial Strike (as specified in the Final Terms). In the case of Call Mini Future Securities the Strike generally rises on a daily basis in a certain amount. In the case of Put Mini Future Securities the Strike generally falls on a daily basis in a certain amount.

The "Differential Amount" equals:

- in the case of Call Mini Future Securities an amount by which the Relevant Reference Price (as defined in C.19) exceeds the Strike, multiplied by the Ratio (as specified in the Final Terms).

- in the case of Put Mini Future Securities an amount by which the Relevant Reference Price (as defined in C.19) belows the Strike, multiplied by the Ratio.

However, the Differential Amount is not lower than the Minimum Amount (as specified in the Final Terms).

Upon issuance of the Securities the "Knock-out Barrier" corresponds to the initial Knock-out Barrier (as specified in the Final Terms). In the case of Call Mini Future Securities the Knock-out Barrier generally rises on a monthly basis in a certain amount. In the case of Put Mini Future Securities the Knock-out Barrier generally falls on a monthly basis in a certain amount.

The "Knock-out Amount" equals

- in the case of Call Mini Future Securities an amount by which the Exercise Price (as defined in C.19) exceeds the Strike, multiplied by the Ratio (as specified in the Final Terms).

- in the case of Put Mini Future Securities an amount by which the Exercise Price (as defined in C.19) belows the Strike, multiplied by the Ratio.

However, the Knock-out Amount is not lower than the Minimum Amount. A "Knock-out Event" has occurred, if

- in the case of Call Mini Future Securities the price of the Underlying with continuous observation starting at the First Trade Date (as specified in the Final Terms) (including), is at any time on or below the Knock-out Barrier;

- in the case of Put Mini Future Securities the price of the Underlying with continuous observation starting at the First Trade Date (including), is at any time on or above the Knock-out Barrier.

C.16

The expiration or maturity date of the derivative securities – the exercise date or final reference date

"Exercise Date" is the last Trade Date in the month of January of each year.

"Valuation Date" is the Exercise Date, on which the Exercise Right is effectively exercised, or respectively the Call Date on which the Issuer exercises its Regular Call Right.

C.17

Settlement procedure of the securities

All payments shall be made to UniCredit Bank AG (the "Principal Paying Agent"). The Principal Paying Agent shall pay the amounts due to the Clearing System for credit to the respective accounts of the depository banks for transfer to the Security Holders.

The payment to the Clearing System shall discharge the Issuer from its obligations under the Securities in the amount of such payment.

"Clearing System" means Monte Titoli S.p.A.

C.18	Description of	Payment of the Differential Amount five Banking Days after the respective
	how any return	Valuation Date or payment of the Knock-out Amount five Banking Days after
	on derivative	the day, on which the Knock-out Event has occurred.
	securities takes
	place
C.19	Exercise price or final reference price of the underlying	"Exercise Price" is that amount in the Underlying Currency (as specified in the Final Terms) which the Issuer would obtain for an Underlying due to the liquidation of hedging transactions. "Relevant Reference Price" means the Reference Price on the respective Valuation Date.
		The Reference Price is specified in the table in the Annex to this summary.
C.20	Type of the underlying and description where information on the underlying can be found	The Underlying is an Index as specified in the table in the Annex to this summary. For further information about the Underlying and the past and the future performance of the Underlying and its volatility, please refer to the Website, as specified in the table below (or any successor website).

D. RISKS

D.2	Key information on the key risks that are specific to the Issuer	Potential investors should be aware that in the case of the occurrence of one of the below mentioned risk factors the securities may decline in value and that they may sustain a total loss of their investment. • Macroeconomic Risk Risks from a deterioration in the macroeconomic development and/or the financial markets and from geopolitical uncertainties.
		• Systemic Risk
		Risks from disruptions or the functional collapse of the financial system or parts of it.
		• Credit Risk
		(i) Risks from changes in the credit rating of a contracting party (borrower, counterparty, issuer or country); (ii) Risks from a deterioration of the overall economic situation and negative effects on the demand for credit and the solvency of the borrowers of HVB Group; (iii) Risks from a decrease in value of credit collateral; (iv) Risks from derivative/trading business; (v) Risks from intra-Group exposures; (vi) Risks from government bonds held by the bank.
		• Market Risk
		(i) Risk for trading and banking books from a deterioration in market conditions; (ii) Interest rate and exchange rate risks from the general banking business.
		• Liquidity Risk
		(i) Risk that the bank will not be able to meet its payment obligations in full or on time; (ii) Risks from the procurement of liquidity; (iii) Risks from intra-Group liquidity transfers; (iv) Market liquidity risk.
		• Operational Risk
		(i) Risk of losses resulting from flawed internal processes or systems, human

error or external events; (ii) IT risks; (iii) Risks from fraud; (iv) Legal and tax risks; (v) Compliance risk.

• Business Risk

Risks of losses arising from unexpected negative changes in the business volume and/or margins.

• Real estate Risk

Risk of losses resulting from changes in the fair value of the real estate portfolio of HVB Group.

• Financial investment risk

Risk of decreases in the value of the investment portfolio of the HVB Group.

• Reputational Risk

Risk of a negative P/L effect caused by adverse reactions by stakeholders due to a changed perception of the bank.

• Strategic Risk

(i) Risk that results from management being slow to recognise important developments in the banking sector or drawing false conclusions about these trends; (ii) Risks arising from the strategic orientation of HVB Group’s business model; (iii) Risks arising from the consolidation of the banking market; (iv) Risks arising from changing competitive conditions in the German financial sector; (v) Risks arising from a change in HVB’s rating.

• Regulatory Risks

(i) Risks arising from changes to the regulatory and statutory environment of HVB Group; (ii) Risks arising from the introduction of new charges and taxes to stabilize the financial markets and involve banks in the sharing of costs for the financial crisis; (iii) Risks in connection with potential resolution measures or a reorganisation proceeding.

• Pension risk

Risk that the pension provider will have to provide additional capital to service the vested pension commitments.

• Risks arising from outsourcing activities

Cross-risk-type, which affects the following risk types in particular: operational risk, reputational risk, strategic risk, business risk, credit, market and liquidity risk.

• Risks from concentrations of risk and earnings

Risks from concentrations of risk and earnings indicate increased potential losses and represent an business-strategy risk for the Bank.

• Risks from the stress testing measures imposed on HVB Group

The business performance of HVB Group could be negatively affected in case of a poor stress test performance by HVB Group, HVB, UniCredit S.p.A. or one of the financial institutions with which they do business.

• Risks from inadequate risk measurement models

It is possible that the internal models of HVB Group could be rated as inadequate following investigations or verification through the regulatory authorities, or that they could underestimate existing risks.

• Unidentified/unexpected risks

		HVB Group could incur greater losses than those calculated with the current risk management methods or losses previously left out of its calculations entirely.
D.6	Key information on the key risks that are specific to the securities	In the opinion of the Issuer, the key risks described below may, with regard to the Security Holder, adversely affect the value of the Securities and/or the amounts to be distributed (including the delivery of any quantity of Underlyings or its components to be delivered) under the Securities and/or the ability of Security Holders to sell the Securities at a reasonable price prior to the maturity date of the Securities.
		• Potential conflicts of interest
		The risk of conflicts of interest (as described in E.4) is related to the possibility that the Issuer, distributors or any of their affiliates, in relation to certain functions or transactions, may pursue interests which may be adverse to or do not regard the interests of the Security Holders.
		• Key risks related to the Securities
		Key risks related to the market
		Under certain circumstances a Security Holder may not be able to sell his Securities at all or at an adequate price prior to their redemption.
		The market value of the Securities will be affected by the creditworthiness of the Issuer and a number of other factors (e.g., exchange rates, prevailing interest and yield rates, the market for similar securities, the general econonmic, political and cyclical conditions, the tradeability of the Securities and Underlying-related factors) and may be substantially lower than the Purchase Price.
		Security Holders may not rely on being able to sufficiently hedge against price risks arising from the Securities at any time.
		Key risks related to the Securities in general
		The Issuer may possibly fail to perform its obligations under the Securities in whole or in part, e.g., in case of an insolvency of the Issuer or due to governmental or regulatory interventions. Such risk is not protected by a deposit protection scheme or any similar compensation scheme.
		An investment into the Securities may be illegal or unfavourable for a potential investor or not suitable, with regard to his knowledge or experience and his financial needs. The real rate of return of an investment into the Securities may be reduced or may be zero or even negative (e.g., due to incidental costs in connection with the purchase, holding and disposal of the Securities, future money depreciation (inflation) or tax effects). The redemption amount may be less than the Issue Price or the respective purchase price and, under certain circumstances, no interest or ongoing payments will be made.
		The proceeds from the Securities may possibly not be sufficient to make interest or principal payments arising from a financing purchase of the Securities and require additional capital.
		Risks related to Underlying-linked Securities
		Risks arising from the influence of the Underlying or its components on the market value of the Securities
		The market value of the Securities and the amounts payable under the Securities significantly depend on the price of the Underlying. It is not possible to predict the price development of the Underlying or its components in the future. Additionally, the market value of the Securities will be affected by a

number of Underlying-related factors.

Risks arising from the fact that the observation of the Underlying or its components occurs only at specified dates or times or periods

Due to the fact that the observation of the Underlying or its components may occur only at specified dates, times or periods, amounts payable under the Securities may be considerably lower than the price of the Underlying or its components may have suggested.

Risks due to open-end structure

Securities may be issued without a fixed term. Security Holders have no claim for repayment until a call right of the Issuer or a Exercise Right of the Security Holder has been exercised.

Risks related to a Ratio

A ratio may result in the Security being in economic terms similar to a direct investment in the relevant Underlying or its components, but being nonetheless not fully comparable with such a direct investment

Risks related to a Maximum Amount

The potential return from the Securities may be limited.

Currency and Currency Exchange Rate risk with respect to the Underlying or its components

If the Underlying or its components are denominated in a currency other than the Specified Currency, there is a Currency Exchange Rate risk, as long as it is not excluded in the relevant Final Terms.

Risks related to Adjustment Events

Adjustments may have a substantial negative impact on the value and the future performance of the Securities as well as on the amounts to be distributed under the Securities. Adjustment events may also lead to a extraordinary early termination of the Securities.

Risks releated to structure specifics

Because of the leverage typical of the Securities, the performance of the Underlying may have a disproportionately strong adverse effect on the value of the Securities. If the relevant reference price of the Underlying is identical or below (in case of a Call Security) or identical or above (in case of a Put Security) the strike indicated in the Final Terms, the market value of the Securities may fall to zero.

Risks related to Call and Put Securities

If in case of a Call Security the price of the Underlying falls or, in case of a Put Security the price of the Underlying rises, the Security Holders may suffer a total loss of their invested capital.

Risks related to the Knock-out Barrier

If a Knock-out Event occurs, early redemption occurs at the predefined Knock- out Amount which may be significantly lower than the Differential Amount. Investors may suffer a total loss of their investment.

Risks related to the Minimum Exercise Amount

If the Final Terms provide that a certain number of Securities is requried in order exercise the Securities, a Security Holder may be unable to exercise some of his Securities.

Risks related to Securities which provide for a constant adjustment of certain

variables

If the Final Terms provide that the Strike and/or Knock-out Barrier are subject to a constant adjustment, the risk of the occurence of a Knock-out Event may increase and the amounts payable under Securites as well as the value of the Securities may significantly reduce.

Additional risks related to Call and Put X-Turbo Securities and Call and Put X- Turbo Open End Securities

Securities that are linked to an additional index bear a higher risk of the occurrence of a Knock-out Event. With respect to the determination of the Differential Amount the additional index will not be taken into account.

Risks arising from an Issuer’s Regular Call Right

In case of Securities with an Issuer’s Call Right, Securities may be called within the Issuer's sole discretion at certain dates. If the price of the Underlying is low at the time of the Issuer’s regular call, the Security Holder may suffer a partial or total loss of its invested capital.

Risks arising from the Exercise Right of Security Holders

In case of Securities with an Exercise Right of the Security Holders, Securities may be called at certain dates. If the price of the Underlying is low at the time of the exercise, the Security Holder may suffer a partial or total loss of its invested capital.

Risks related to Call Events

Upon the occurrence of a Call Event the Issuer has the right to extraordinarily call the Securities at their market value. If the market value of the Securities at the time of the extraordinary call is lower than the Issue Price or the Purchase Price, the respective Security Holder will suffer a partial or total loss of its invested capital even if the Securities provide for a conditional minimum payment.

Risks related to Market Disruption Events

The Calculation Agent may defer valuations and payments and make determination in its reasonable discretion. Security Holders are not entitled to demand interest due to such delayed payment.

• Key risks related to the Underlying or its components

General risks

No rights of ownership of the Underlying or its Components

The Underlying or its components will not be held by the Issuer for the benefit of the Security Holders, and as such, Security Holders will not obtain any rights of ownership (e.g., voting rights, rights to receive dividends or other distributions or other rights) with respect to the Underlying or its components.

Key risks related to indices

The performance of Index-linked Securities depends on the performance of the respective indices, which largely depend on the composition and the performance of their index components. The Issuer may neither have influence on the respective index nor the index concept. If the Issuer also acts as sponsor or calculation agent of the index, this may lead to conflicts of interest. In general, an index sponsor does not assume liability. Generally, an index may at any time be altered, terminated or replaced by any successor index. Security Holders may not or only partly participate in dividends or other distributions in relation to the index components. If the index entails a leverage factor,

investors bear an enhanced risk of losses. Indices may be affected disproportionately negative in the case of an unfavourable development in a country or industrial sector. Indices may include fees which negatively affect their performance.

The Securities are not capital protected. Investors may lose the value of their entire investment or part of it.

E. OFFER

E.2b	Reasons for the offer and use of proceeds when different from making profit and/or hedging certain risks	Not applicable; the net proceeds from each issue of Securities will be used by the Issuer for its general corporate purposes.
E.3	Description of the terms and conditions of the offer	Day of the first public offer: 03/02/2016 A public offer will be made in Italy. The smallest transferable unit is 1 Security. The smallest tradable unit is 1 Security. The Securities will be offered to qualified investors, retail investors and/or institutional investors by way of public offering. As of the day of the first public offer the Securities described in the Final Terms will be offered on a continuous basis. The continuous offer will be made on current ask prices provided by the Issuer. The public offer may be terminated by the Issuer at any time without giving any reason. Application to listing will be made as of 03/02/2016 on the following markets:  SeDeX organized and managed by Borsa Italiana S.p.A.
E.4	Any interest that is material to the issue/offer including conflicting interest	Any distributors and/or its affiliates may be customers of, and borrowers from the Issuer and its affiliates. In addition, any of such distributors and their affiliates may have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer and its affiliates in the ordinary course of business. With regard to trading of the Securities the Issuer has a conflict of interest being also the Market Maker on the Borsa Italiana S.p.A. – SeDeX market; The Issuer is also the arranger and the Calculation Agent of the Securities.
		Besides, conflicts of interest in relation to the Issuer or the persons entrusted with the offer may arise for the following reasons: • The Issuer specifies the Issue Price. • The Issuer and one of its affiliates act as Market Maker of the Securities (however, no such obligation exists). • Distributors may receive inducements from the Issuer. • The Issuer, any Distributor and any of their affiliates act as Calculation Agent or Paying Agent in relation to the Securities. • From time to time, the Issuer, any Distributor and any of its affiliates may be involved in transactions on their own account or on the

account of their clients, which affect the liquidity or the price of the Underlying or its components.

• The Issuer, any Distributor and its affiliates may issue securities in relation to the Underlying or its components on which already other securities have been issued.

• The Issuer, any Distributor and any of its affiliates may possess or obtain material information about the Underlying or its components (including publicly not accessible information) in connection with its business activities or otherwise.

• The Issuer, any Distributor and any of their affiliates may engage in business activities with the issuer of the Underlying or its components, its affiliates, competitors or guarantors.

• The Issuer, any Distributor and any of their affiliates may also act as a member of a syndicate of banks, as financial advisor or as bank of a sponsor or issuer of the Underlying or its components.

E.7

Estimated expenses charged to the investor by the Issuer or the distributor

Not applicable. No such expenses will be charged to the investor by the Issuer or a distributor. However, other charges like custody fees or transaction fees might be charged.

Annex to the summary

ISIN (C.1)	Underlying (C.20)	Reference Price (C.19)	Website (C.20)
DE000HV4A7M1	FTSE MIB Index (IT0003465736)	Closing Price	xxx.xxxx.xxx/Xxxxxxx
DE000HV4A7N9	FTSE MIB Index (IT0003465736)	Closing Price	xxx.xxxx.xxx/Xxxxxxx
DE000HV4A7P4	FTSE MIB Index (IT0003465736)	Closing Price	xxx.xxxx.xxx/Xxxxxxx
DE000HV4A7Q2	FTSE MIB Index (IT0003465736)	Closing Price	xxx.xxxx.xxx/Xxxxxxx

NOTA DI SINTESI

Le Note di Sintesi sono costituite da requisiti informativi denominati "Elementi". Tali Elementi sono numerati nelle sezioni A – E (A.1 – E.7).

La presente Nota di Sintesi contiene tutti gli Elementi richiesti riguardo alla tipologia di strumenti finanziari e di emittente. Dal momento che alcuni Elementi non risultano rilevanti, la sequenza numerica degli Elementi potrebbe non essere completa.

Nonostante alcuni Elementi debbano essere inseriti nella presente Nota di Sintesi riguardo alla tipologia di strumento finanziario e di emittente, può accadere che non sia possibile fornire alcuna informazione utile in merito ad alcuni Elementi. In tal caso nella Nota di Sintesi sarà contenuta una breve descrizione dell'Elemento con l'indicazione 'Non applicabile'.

A. INTRODUZIONE E AVVERTENZE

A.1	Avvertenza	La presente Nota di Sintesi va letta come un'introduzione al Prospetto di Base. Qualsiasi decisione di investire negli Strumenti Finanziari dovrebbe basarsi sull'esame da parte dell'investitore del Prospetto di Base completo. Qualora sia presentato un ricorso dinanzi all'autorità giudiziaria in merito alle informazioni contenute nel presente Prospetto di Base, l'investitore ricorrente potrebbe essere tenuto, a norma del diritto nazionale degli Stati membri, a sostenere le spese di traduzione del Prospetto di Base prima dell'inizio del procedimento. La responsabilità per la presente Nota di Xxxxxxx, comprese le eventuali traduzioni della stessa, incombe su UniCredit Bank AG (“UniCredit Bank”, “l’Emittente” o “HVB”), Xxxxxxxx-Xxxxxxxxx-Xxxxxx 0, 00000 Xxxxxx, quale Emittente, e su ogni altro soggetto da cui è stata redatta, ma soltanto qualora la Nota di Sintesi risulti fuorviante, imprecisa o incoerente se letta insieme alle altre parti del Prospetto di Base o non contenga, se letta insieme alle altre parti del Prospetto di Base, le informazioni fondamentali.
A.2	Consenso all'utilizzo del prospetto di base	Salvo quanto previsto ai successivi paragrafi, l'Emittente acconsente all'utilizzo del Prospetto di Base, durante il Periodo di Offerta, per una rivendita successiva o collocamento finale degli Strumenti Finanziari da parte di intermediari finanziari.
	Indicazione del periodo di offerta	La rivendita o il collocamento finale degli Strumenti Finanziari da parte di intermediari finanziari sono ammessi ed è dato il consenso all'utilizzo del Prospetto di Base nel corso del periodo di validità del Prospetto di Base.
	Altre condizioni alle quali è soggetto il consenso	Il consenso dell'Emittente all'utilizzo del Prospetto di Base è subordinato alla condizione che ciascun intermediario finanziario osservi le restrizioni di vendita applicabili, nonché i termini e le condizioni dell'offerta. Inoltre, il consenso dell'Emittente all'utilizzo del Prospetto di Base è subordinato alla condizione che l'intermediario finanziario, utilizzando il Prospetto di Base, si impegni verso gli investitori ad una distribuzione responsabile degli Strumenti Finanziari. Tale impegno viene assunto con la pubblicazione da parte dell'intermediario finanziario sul proprio sito web della conferma che il prospetto viene utilizzato con il consenso dell'Emittente e fatte salve le condizioni stabilite con il consenso. A parte ciò, il consenso non è soggetto ad altre condizioni.
	Condizioni dell'offerta effettuata da	Le informazioni relative ai termini e alle condizioni dell'offerta effettuata da parte di un intermediario finanziario sono fornite dall'intermediario finanziario stesso agli investitori al momento dell'offerta.

parte di un intermediario finanziario

Principali indicatori economici	1/1/2014 – 31/12/2014	1/1/2013 – 31/12/2013
Margine operativo netto1)	€892m	€1.823m
Utile prima delle imposte1)	€1.083m	€1.439m
Utile consolidato1)	€785m	€1.062m
Utile per azione1)	€0,96	€1,27

Dati dello stato patrimoniale	31/12/2014	31/12/2013

B. EMITTENTE

B.1	Denominazione legale e commerciale	UniCredit Bank AG (congiuntamente con le proprie controllate consolidate "Gruppo HVB") è la denominazione legale. HypoVereinsbank è la denominazione commerciale.
B.2	Domicilio / Forma giuridica / Legislazione in base alla quale opera / Paese di costituzione	UniCredit Bank ha la propria sede legale in Kardinal-Faulhaber –Xxxxxx 0, 00000 Xxxxxx, è stata costituita ai sensi del diritto tedesco, è iscritta presso il Registro delle imprese di Monaco (Amtsgericht) al numero HRB 42148, nella forma di società per azioni ai sensi delle leggi della Repubblica Federale Tedesca.
B.4b	Tendenze note riguardanti l’E- mittente e i settori in cui opera	L'andamento del Gruppo HVB è influenzato dal futuro sviluppo dei mercati finanziari e dell'economia reale nel 2015, nonché da ulteriori fattori imponderabili. In tale contesto, il Gruppo HVB adatterà continuamente la propria strategia di business per riflettere i cambiamenti nelle condizioni di mercato ed esaminerà attentamente su base regolare i segnali di gestione derivati da questo.
B.5	Descrizione del gruppo e della posizione dell’Emittente all’interno del gruppo	UniCredit Bank è la capogruppo del Gruppo HVB. Il Gruppo HVB detiene, direttamente ed indirettamente, partecipazioni azionarie in varie società. UniCredit Bank è una controllata di UniCredit S.p.A., Roma ("UniCredit S.p.A.", e congiuntamente alle proprie collegate e c/o controllate "UniCredit") dal novembre 2005 ed a partire da tale data una componente rilevante di UniCredit quale sottogruppo. UniCredit S.p.A. detiene direttamente il 100% del capitale sociale di UniCredit Bank.
B.9	Previsione o stima degli utili	Non applicabile; l'Emittente non esprime alcuna previsione o stima degli utili.
B.10	Eventuali rilievi contenuti nella relazione di revisione relativa alle informazioni finanziarie relative agli esercizi passati	Non applicabile; Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft, quale revisore indipendente (Wirtschaftsprüfer) di UniCredit Bank, ha sottoposto a revisione i bilanci consolidati (Konzernabschluss) del Gruppo HVB per l'esercizio chiuso al 31 dicembre 2013 e per l’esercizio chiuso al 31 dicembre 2014 e il bilancio non consolidato (Einzelabschluss) di UniCredit Bank per l'esercizio chiuso al 31 dicembre 2014 ed ha emesso in entrambi i casi un parere di verifica senza riserve in merito.
B.12	Principali informazioni finanziarie selezionate relative agli esercizi passati	Principali Indicatori Finanziari Consolidati al 31 dicembre 2014*

	Attività totali	€300.342m	€290.018m
	Patrimonio netto	€20.597m	€21.009m

	Principali rapporti di capitale	31/12/2014 Basilea III	31/12/2013 Basilea II
	Common Equity Capitale Tier 1	€18.993m	-
	Core capital (Capitale Tier 1)	€18.993m	€18.456m
	Attività ponderate in base al rischio (compresi gli equivalenti per rischio di mercato e rischio operativo)	€85,7mld	€85,5mld
	Rapporto di capitale Common Equity Tier 1 (CET 1)2)	22,1%	-
	Rapporto di core capital senza il capitale ibrido (Rapporto Tier 1 core)2)	-	21,5%
	Rapporto di Capitale Tier 12)	22,1%	21,6%
* I dati di cui alla presente tabella sono certificati e tratti dal fascicolo di bilancio consolidato del Gruppo HVB per l’esercizio chiuso al 31 dicembre 2014. 1) senza l’attività in dismissione 2) calcolato sulla base delle attività ponderate in base al rischio, compresi gli equivalenti per rischio di mercato e per rischio operativo. Principali indicatori finanziari consolidati al 31 marzo 2015*

Principali indicatori economici	1/1 – 31/03/2015	1/1 – 31/03/2014
Margine operativo netto	€182m	€243m
Utile prima delle imposte	€197m	€289m
Utile consolidato	€131m	€186m
Utile per azione	€0,16	€0,24

Dati dello stato patrimoniale	31/03/2015	31/12/2014
Attività totali	€339.409m	€300.342m
Patrimonio netto	€20.735m	€20.597m

Principali rapporti di capitale	31/03/2015 Basilea III	31/12/2014 Basilea III
Common Equity Capitale Tier 1	€18.743m	€18.743m
Core capital (Capitale Tier 1)	€18.743m	€18.743m
Attività ponderate in base al rischio (compresi gli equivalenti per rischio di mercato e rischio operativo)	€85.892m	€85.892m

Dichiarazione relativa alla mancanza di cambiamenti negativi sostanziali delle pro- spettive dell'e- mittente dalla data di pubblicazione dell'ultimo bilancio sottoposto a revisione pubblicato o descrizione degli eventuali cambiamenti negativi sostanziali

Descrizione di cambiamenti significativi della situazione finanziaria o commerciale successiva al periodo cui si riferiscono le informazioni finanziarie relative agli esercizi passati

* I dati di cui alla presente tabella non sono certificati e sono stati presi dalla Relazione Intermedia dell'Emittente al 31 marzo 2015.

1) senza l’attività in dismissione

2) calcolato sulla base delle attività ponderate in base al rischio, compresi gli equivalenti per rischio di mercato e per rischio operativo.

Non vi è stato alcun cambiamento negativo sostanziale delle prospettive del Gruppo HVB successivamente al 31 dicembre 2014, data di pubblicazione dell’ultimo bilancio certificato del Gruppo HVB.

Non si è verificato alcun cambiamento rilevante nella situazione finanziaria del Gruppo HVB successivamente al 31 marzo 2015.

B.13

Eventi recenti

Non applicabile. Non si è verificato alcun recente evento riguardante UniCredit Bank sostanzialmente rilevante per la valutazione della propria solvibilità.

B.14

B.5 e dichiarazione di

dipendenza dell'Emittente da altri soggetti

Si veda B.5

Non applicabile. UniCredit Bank non è dipendente (dependent) da alcuna società del Gruppo HVB .

Rapporto di capitale Common Equity Tier 1 (CET 1)2)

21,8%

Rapporto di core capital senza il capitale ibrido (Rapporto Tier 1 core)2)

Rapporto di Capitale Tier 12)

21,8%

all'interno del Gruppo

B.15

Descrizione delle principali attività dell'Emittente

UniCredit Bank offre una svariata gamma di prodotti bancari e finanziari e servizi ai clienti nel settore privato, commerciale (corporate) e pubblico, a società internazionali e ai clienti istituzionali.

La gamma di prodotti e servizi si estende ai mutui ipotecari, ai crediti al consumo, al risparmio e al prestito oltre a prodotti assicurativi e servizi bancari per i clienti del settore privato nonché prestiti commerciali e finanziamenti all’export per i clienti del settore corporate e fondi di investimento per tutte le classi di attività, servizi di consulenza e intermediazione, operazioni su titoli, gestione della liquidità e dei rischi finanziari, servizi di consulenza ad una clientela selezionata e prodotti di investment banking per i clienti del settore corporate.

B.16

Società con- trollanti

UniCredit S.p.A. detiene direttamente il 100% del capitale sociale di UniCredit Bank.

C. STRUMENTI FINANZIARI

C.1	Descrizione del tipo e della classe degli Strumenti Finanziari	Strumenti Finanziari Call Mini Future Strumenti Finanziari Put Mini Future Gli Strumenti Finanziari saranno emessi come Certificati non alla pari. I "Certificati" sono titoli al portatore (Inhaberschuldverschreibungen) ai sensi della Sezione 793 del Codice Civile tedesco (Bürgerliches Gesetzbuch, BGB). Gli Strumenti Finanziari sono rappresentati da un certificato globale permanente senza cedola. I portatori degli Strumenti Finanziari (i "Titolari") non sono autorizzati a ricevere Strumenti Finanziari in forma effettiva. L’ISIN è specificato nella tabella contenuta nell’ Allegato alla presente nota di sintesi.
C.2	Valuta di emissione degli Strumenti Finanziari	Gli Strumenti Finanziari saranno emessi in “EUR”(la "Valuta di Emissione").
C.5	Eventuali re- strizioni alla libera tra- sferibilità degli strumenti finanziari	Non applicabile. Non sono previste restrizioni alla libera trasferibilità degli Strumenti Finanziari.
C.8	Descrizione dei diritti connessi agli strumenti finanziari compreso il "ranking" e le restrizioni a tali diritti	Diritto applicabile agli Strumenti Finanziari Gli Strumenti Finanziari, per forma e contenuto, e tutti i diritti ed obblighi dell'Emittente e dei Titolari, sono regolati dalla legge della Repubblica Federale Tedesca. Diritti collegati agli Strumenti Finanziari Gli Strumenti Finanziari non hanno una durata fissa. Al contrario, la durata è illimitata e fino al verificarsi di un Evento di Knock-out (come definito sub C. 15), i Titolari fanno valere il proprio Diritto di Esercizio ovvero l’Emittente esercita il proprio Diritto di Riscatto Regolare. Salvo il verificarsi di un Evento di Knock-out, i Titolari hanno il diritto a chiedere il pagamento dell’Importo Differenziale (come definito sub C. 15) per Strumento Finanziario da parte dell’Emittente (il "Diritto di Esercizio"). Il Diritto di Esercizio può essere fatto valere dal Titolare ad ogni Data di Esercizio (come definita sub C. 16) prima delle ore 10:00 (ora locale di Monaco).

Qualora si sia verificato un Evento di Knock-out, i Titolari hanno diritto a chiedere il pagamento dell’Importo Knock-out (come definito nelle Condizioni Definitive sub C.15).

L’Emittente può riscattare gli Strumenti Finanziari ad ogni Data di Esercizio per l’intero e non in parte e pagare l’Importo Differenziale (il "Diritto di Riscatto Regolare"). L’Emittente dovrà comunicare l’esercizio del riscatto almeno un mese prima del riscatto.

Gli Strumenti Finanziari non pagano interessi.

Limitazione dei diritti

Al ricorrere di uno o più Eventi di Rettifica (come definiti nelle Condizioni Definitive) l’Agente per il Calcolo modificherà a propria ragionevole discrezione (§ 315 BGB) i Termini e le Condizioni di questi Strumenti Finanziari e/o tutti i prezzi dei Sottostanti determinati dall’Agente per il Calcolo sulla base dei Termini e le Condizioni degli Strumenti Finanziari, conformemente alle Condizioni Definitive, in modo tale che la posizione economica dei Titolari resti immodificata nella maggior misura possibile.

Al ricorrere di uno o più Eventi di Riscatto (gli “Eventi di Riscatto”) (come specificati nelle Condizioni Definitive) l'Emittente può riscattare in via straordinaria gli Strumenti Finanziari conformemente alle Condizioni Definitive e rimborsare gli Strumenti Finanziari al loro Importo di Riscatto. L’”Importo di Riscatto” è il ragionevole valore di mercato degli Strumenti Finanziari determinato dall’agente per il Calcolo a propria ragionevole discrezione (§ 315 BGB) entro dieci Xxxxxx Xxxxxxxxxx prima che il riscatto straordinario divenga effettivo.

Status degli Strumenti Finanziari

Gli obblighi derivanti dagli Strumenti Finanziari costituiscono obbligazioni dirette, incondizionate e non subordinate dell'Emittente e, salvo quanto diversamente previsto dalla legge, sono parimenti ordinate con le altre obbligazioni incondizionate e non subordinate presenti e future dell’Emittente.

C.11

Ammissione alla negoziazione

Sarà presentata istanza per l'ammissione a quotazione degli Strumenti Finanziari con efficacia dal 03/02/2016 presso i seguenti mercati regolamentati o altri mercati equivalenti:

• Borsa Italiana S.p.A. – SeDeX market

UniCredit Bank AG (ovvero il “Market Maker”) si impegna a fornire la liquidità mediante proposte di acquisto e vendita conformemente ai regolamenti di Borsa Italiana, dove è prevista la quotazione degli Strumenti Finanziari. Gli obblighi del Maket Maker sono stabiliti dai regolamenti dei mercati organizzati e gestiti da Borsa Italiana, e dalle istruzioni ad essi relative.

C.15

Effetto del sottostante sul valore degli strumenti finanziari

Gli Strumenti Finanziari riflettono la performance del Sottostante (come definito sub C. 20) e consentono al Titolare di partecipare alla performance sia positiva sia negativa del Sottostante nel corso della durata degli Strumenti Finanziari.

Gli Strumenti Finanziari di tipo Call Mini Future sono Strumenti Finanziari in cui il Titolare partecipa in modo più che proporzionale (con leva finanziaria) all’andamento del prezzo del Sottostante. Se il prezzo del Sottostante aumenta, di regola il prezzo dello Strumento Finanziario aumenta in modo più che proporzionale. Se il prezzo del Sottostante decresce, di regola il prezzo dello Strumento Finanziario decresce in modo più che proporzionale.

Gli Strumenti Finanziari di tipo Put Mini Future sono Strumenti Finanziari in cui il Titolare partecipa in modo più che proporzionale (con leva finanziaria) all’andamento negativo del prezzo del Sottostante. Se il prezzo del Sottostante decresce, di regola il prezzo dello Strumento Finanziario aumenta in modo più che proporzionale. Se il prezzo del Sottostante aumenta, di regola il prezzo dello Strumento Finanziario decresce in modo più che proporzionale.

Qualora non si sia verificato alcun Evento di Knock-out, il pagamento dell’Importo Differenziale verrà eseguito a condizione che il Titolare faccia valere il proprio Diritto di Esercizio o l’Emittente eserciti il proprio Diritto di Riscatto Regolare.

Qualora si sia verificato un Evento di Knock-out, il pagamento dell’Importo Knock-out verrà eseguito in anticipo.

Alla data di emissione degli Strumenti Finanziari lo "Strike" corrisponde allo Strike Iniziale (come indicato nelle Condizioni Definitive). Nel caso di Strumenti Finanziari di tipo Call Mini Future lo Strike generalmente aumenta su base giornaliera di un certo importo. Nel caso di Strumenti Finanziari di tipo Put Mini Future lo Strike generalmente decresce su base giornaliera di un certo importo.

L’"Importo Differenziale" equivale:

- nel caso di Strumenti Finanziari di tipo Call Mini Future all’importo di cui il Prezzo di Riferimento Rilevante (come definito sub C. 19) supera lo Strike, moltiplicato per il Multiplo (come indicato nelle Condizioni Definitive);

- nel caso di Strumenti Finanziari di tipo Put Mini Future all’importo di cui il Prezzo di Riferimento Rilevante (come definito sub C. 19) è inferiore allo Strike, moltiplicato per il Multiplo.

Peraltro, l’Importo Differenziale non può essere inferiore all’Importo Minimo (come specificato nelle Condizioni Definitive).

Alla data di emissione degli Strumenti Finanziari la "Barriera di Knock-out" corrisponde alla Barriera di Knock-out Iniziale (come indicata nelle Condizioni Definitive). Nel caso di Strumenti Finanziari di tipo Call Mini Future la Barriera di Knock-out generalmente aumenta su base mensile di un certo ammontare. Nel caso di Strumenti Finanziari di tipo Put Mini Future la Barriera di Knock-out generalmente diminuisce su base mensile di un certo ammontare.

L’"Importo di Knock-out" equivale:

- nel caso di Strumenti Finanziari di tipo Call Mini Future all’importo di cui il Prezzo di Esercizio (come definito sub C. 19) supera lo Strike moltiplicato per il Multiplo (come indicato nelle Condizioni Definitive);

- nel caso di Strumenti Finanziari di tipo Put Mini Future all’importo di cui il Prezzo di Esercizio (come definito sub C. 19) è inferiore allo Strike moltiplicato per il Multiplo.

Peraltro, l’Importo di Knock-out non può essere inferiore all’Importo Minimo. Un "Evento di Knock-out" si verifica qualora:

- nel caso di Strumenti Finanziari di tipo Call Mini Future il prezzo del Sottostante con osservazione continua a partire dal Primo Giorno di Negoziazione (come indicata nelle Condizioni Definitive) (incluso) in qualsiasi momento durante il Periodo Rilevante (come definito nelle Condizioni Definitive) tocchi o scenda al di sotto della Barriera di Knock-Out;

- nel caso di Strumenti Finanziari di tipo Put Mini Future il prezzo del Sottostante con osservazione continua a partire dal Primo Giorno di Negoziazione (incluso) in qualsiasi momento durante il Periodo Rilevante tocchi o superi la Barriera di Knock-Out.

C.16

La data di scadenza degli strumenti derivati – la data di esercizio o la data di riferimento finale

La "Data di Esercizio" è l’ultimo Giorno di Negoziazione nel mese di gennaio di ogni anno.

La "Data di Valutazione" è la Data di Esercizio nella quale il Diritto di Esercizio è effettivamente fatto valere, o rispettivamente la Data di Riscatto nella quale l’Emittente esercita il proprio Diritto di Riscatto Regolare.

C.17	Modalità di regolamento degli strumenti derivati	Ogni pagamento dovrà essere eseguito a UniCredit Bank AG (l'"Agente Principale di Pagamento"). L'Agente Principale di Pagamento dovrà corrispondere gli importi maturati presso il Sistema di Compensazione da accreditarsi sui rispettivi conti delle banche depositarie per il trasferimento sui conti dei Titolari. Il pagamento al Sistema di Compensazione manleva l'Emittente dai propri obblighi derivanti dagli Strumenti Finanziari in relazione all'importo di tale pagamento. "Sistema di Compensazione" significa Monte Titoli S.p.A
C.18	Descrizione delle modalità secondo le quali si generano i proventi degli strumenti derivati	Pagamento dell’Importo Differenziale cinque Giorni Lavorativi dopo la relativa Data di Valutazione o pagamento dell’Importo di Knock-out cinque Giorni Lavorativi dopo il giorno in cui l’Evento di Knock-out si è verificato.
C.19	Prezzo di esercizio o prezzo di riferi- mento definitivo del sottostante	"Prezzo di Esercizio" è l’importo nella Valuta di Emissione (come indicata nelle Condizioni Definitive) che l’Emittente potrebbe conseguire per un Sottostante a seguito di liquidazione delle transazioni a fini di hedging. "Prezzo di Riferimento Rilevante" significa il Prezzo di Riferimento alla rispettiva Data di Valutazione. Il Prezzo di Riferimento è specificato nella tabella contenuta nell’Allegato alla presente nota di sintesi.
C.20	Descrizione del tipo di sottostante e di dove siano re- peribili le infor- mazioni rela- tive al sotto- stante	I Sottostanti sono gli Indici specificati nella tabella contenuta nell’Allegato alla presente nota di sintesi. Per ulteriori informazioni circa [i Sottostanti e] la performance passata e futura [dei Sottostanti] e la relativa volatilità, si faccia riferimento al Sito Web, come specificato nella tabella sotto riportata (o Siti Web successivi).

D. RISCHI

D.2	Informazioni fondamentali sui principali rischi che sono specifici e in- dividuali per l'Emittente	I potenziali investitori devono essere consapevoli che, qualora si verifichi uno dei seguenti fattori di rischio, il valore degli strumenti finanziari potrebbe ridursi con la conseguente perdita totale del capitale investito. • Rischio Macroeconomico Rischi per effetto di un deterioramento nel quadro di sviluppo macroeconomico e/o nei mercati finanziari e per effetto di incertezze geopolitiche. • Rischio Sistemico
		Rischi per effetto di disservizi o del collasso funzionale del sistema finanziario o parti di esso.
		• Rischio di Credito
		(i) Rischi per effetto di cambiamenti nel rating di una delle parti contrattuali (debitore, controparte, emittente o paese); (ii) Rischi per effetto di un deterioramento della situazione economica complessiva e degli effetti negativi sulla domanda di credito e la solvibilità dei debitori del Gruppo HVB; (iii) Rischi per effetto di un decremento del valore delle garanzie sui crediti; (iv) Rischi per effetto dell’attività di negoziazione/sui derivati; (v) Rischi per effetto dell’esposizione intra-Gruppo; (vi)Rischi per effetto dei titoli governativi detenuti dalla banca.

• Rischio di Mercato

(i) Rischi per i portafogli di negoziazione e bancari per effetto di un deterioramento delle condizioni di mercato; (ii) rischi di tasso d’interesse e tasso di cambio per effetto dell’attività bancaria generale.

• Rischio di Liquidità

(i) Rischio che la banca non sia in grado di adempiere alle proprie obbligazioni di pagamento pienamente o alle scadenze; (ii) Rischi per effetto della raccolta di liquidità; (iii) Rischi per effetto di trasferimenti intra-Gruppo di liquidità; (iv) Rischio di liquidità di mercato.

• Rischio Operativo

(i) Rischio di perdite derivanti da processi o sistemi interni difettosi, errori umani o eventi esterni; (ii) Rischi informatici; (iii) Rischi per effetto di attività fraudolenta; (iv) Rischi legali e fiscali; (v) Rischio connesso ad obblighi di compliance.

• Rischio di Business

Rischi di perdite dovute a inattesi cambiamenti nel volume d’affari e/o nei margini delle attività.

• Rischio da investimenti di natura immobiliare

Rischio di perdite derivanti da cambiamenti nel valore di mercato del portafoglio immobiliare del Gruppo HVB.

• Rischio da investimenti di natura finanziaria

Rischio di diminuzioni nel valore del portafoglio di investimenti del Gruppo HVB.

• Rischio di Reputazione

Rischi di un effetto negativo sul Conto Economico emergente da reazioni avverse da parte degli azionisti derivanti da una differente percezione della banca.

• Rischio Strategico

(i) Rischio che emerge per effetto dell’eventualità che il management sia lento nel recepire importanti evoluzioni del settore bancario o ricavi conclusioni errate in merito a tali andamenti; (ii) Rischi dovuti a orientamenti strategici del modello aziendale del Gruppo HVB; (iii) Rischi dovuti al consolidamento del mercato bancario; (iv) Rischi dovuti a mutevoli condizioni competitive del settore finanziario tedesco (v) Rischi dovuti a un cambiamento del rating di HVB.

• Rischi regolamentari

(i) Rischi dovuti a cambiamenti nel quadro regolamentare e statutario del Gruppo HVB; (ii) Rischi dovuti all’introduzione di nuovi oneri fiscali al fine di far contribuire le banche ai costi della crisi finanziaria; (iii) Rischi connessi a possibili misure liquidatorie o a procedimenti riorganizzativi.

• Rischio previdenziale

Xxxxxxx che il destinatario di obblighi previdenziali debba fornire ulteriore capitale per far fronte agli impegni previdenziali maturati.

• Rischi dovuti ad attività di esternalizzazione

Tipologia di rischio trasversale, che in particolare può colpire le seguenti tipologie di rischi: rischio operativo, rischio di Reputazione, rischio Strategico, rischio di Business, rischio di Credito, di Mercato e di Liquidità.

• Rischi per effetto della concentrazione dei rischi e dei ricavi

Il rischio per effetto della concentrazione dei rischi e dei ricavi indica l'incremento delle perdite potenziali e rappresenta un rischio Strategico e di Business per la Banca.

• Rischi per effetto dell’imposizione in capo al Gruppo HVB di misure di stress test

I risultati di business del Gruppo HVB potrebbero essere influenzati negativamente in caso di scarsi risultati emergenti dagli stress test del Gruppo HVB, HVB, UniCredit S.p.A. o una delle istituzioni finanziarie con le quali essi operano.

• Rischi per effetto di inadeguati modelli di valutazione dei rischi

E’ possibile che i modelli interni del gruppo HVB vengano valutati come inadeguati al seguito di verifiche e ispezioni condotte dalle autorità di vigilanza, o che essi possano sottostimare rischi esistenti.

• Xxxxxx non identificati/inattesi

Il Gruppo HVB potrebbe incorrere in perdite maggiori di quelle calcolate secondo i vigenti metodi di risk management o in perdite in precedenza del tutto escluse dai propri calcoli.

D.6

Informazioni fondamentali sui principali rischi che sono specifici per gli strumenti finanziari

L’Emittente ritiene che i principali rischi descritti di seguito possono, con riferimento ai Titolari, influenzare negativamente il valore degli Strumenti Finanziari e/o gli importi da distribuire (inclusa la consegna di una quantità di Sottostanti o di componenti degli stessi) derivanti dagli Strumenti Finanziari e/o la capacità dei Titolari di cedere gli Strumenti Finanziari ad un prezzo ragionevole prima della relativa data di liquidazione.

• Potenziali conflitti di interesse

Il rischio di conflitti di interessi (come descritto sub E.4) è correlato alla possibilità che l’Emittente, collocatori o rispettivi affiliati perseguano, in relazione a talune funzioni o operazioni, interessi che possono o meno essere contrari agli interessi dei Titolari.

• Principali rischi correlati agli Strumenti Finanziari

Principali rischi correlati al mercato

In alcune circostanze un Titolare può non essere in grado di rivendere i propri Strumenti Finanziari ovvero di cederli ad un prezzo adeguato prima del rimborso.

Il valore di mercato degli Strumenti Finanziari sarà influenzato dalla solvibilità dell’Emittente e da ulteriori fattori (e.g., tassi di cambio, interesse attuale e tassi di rendimento, il mercato per strumenti finanziari similari, le generali condizioni economiche, politiche e cicliche, la negoziabilità degli Strumenti Finanziari e dei fattori correlati al Sottostante) e può essere sostanzialmente inferiore al prezzo di Acquisto.

I Titolari non possono fare affidamento sulla possibilità di tutelarsi in qualsiasi momento dai rischi di prezzo derivanti dagli Strumenti Finanziari.

Principali rischi correlati agli Strumenti Finanziari in generale

L’Emittente potrebbe non essere in grado di adempiere, in tutto o in parte, ai propri obblighi derivanti dagli Strumenti Finanziari, e.g. in caso di insolvenza dell’Emittente o per effetto di interventi governativi o regolamentari. A fronte di tale rischio non è previsto alcun sistema di garanzia dei depositi né alcun sistema di indennizzo analogo.

Un investimento negli Strumenti Finanziari potrebbe essere contrario alla legge o non favorevole per un potenziale investitore ovvero inadatto in considerazione della propria conoscenza o esperienza e dei propri bisogni finanziari. Il tasso di rendimento reale di un investimento negli Strumenti Finanziari può ridursi a zero ovvero assumere valori negativi (e.g., a causa di costi accessori connessi all’acquisto, alla detenzione e alla dismissione degli Strumenti Finanziari, a future svalutazioni monetarie (inflazione) o ad effetti fiscali). L’importo di rimborso può essere inferiore al Prezzo di Emissione o al rispettivo prezzo di acquisto e, in alcune circostanze, non verrà corrisposto

alcun interesse né verranno eseguiti pagamenti nel corso del periodo di detenzione degli Strumenti Finanziari.

I proventi degli Strumenti Finanziari potrebbero non essere sufficienti a generare interessi o a permettere di eseguire i pagamenti dovuti per effetto dell’acquisto degli Strumenti Finanziari mediante finanziamento richiedendo capitale aggiuntivo.

Rischi correlati a Strumenti Finanziari collegati a Sottostanti

Rischi dovuti all'influenza del Sottostante o di componenti dello stesso sul valore di mercato degli Strumenti Finanziari

Il valore di mercato degli Strumenti Finanziari e gli importi erogabili derivanti dagli Strumenti Finanziari dipendono significativamente dal prezzo del Sottostante. L’evoluzione futura del prezzo del Sottostante o di componenti dello stesso non è prevedibile. Inoltre, il valore di mercato degli Strumenti Finanziari sarà influenzato da diversi fattori correlati al Sottostante.

Rischi dovuti al fatto che la valutazione del Sottostante o delle componenti dello stesso avviene solo in date, momenti o periodi specificati

A causa del fatto che la valutazione del Sottostante o di componenti dello stesso può avvenire solo in date, momenti o periodi specificati, i proventi erogabili derivanti dagli Strumenti Finanziari possono essere considerevolmente più bassi rispetto al prezzo che il Sottostante o componenti dello stesso potrebbero aver suggerito.

Rischi dovuti alla struttura open-end

Gli Strumenti Finanziari possono essere emessi senza una scadenza fissa. I Titolari non hanno diritto al rimborso fino a quando non venga esercitato un diritto di riscatto da parte dell’Emittente o venga fatto valere il Diritto di Esercizio da parte del Titolare.

Rischi correlati ad un Multiplo

Un multiplo può fare sì che lo Strumento Finanziario sia analogo, sebbene non del tutto assimilabile, in termini economici ad un investimento diretto nel relativo Sottostante o nelle componenti dello stesso.

Xxxxxx correlati ad un Importo Massimo

Il rendimento potenziale degli Strumenti Finanziari può essere limitato.

Rischio Valuta e rischio del Tasso di Cambio con riferimento al Sottostante o a componenti dello stesso

Se il Sottostante o le componenti dello stesso sono espresse in una valuta diversa dalla Valuta di Emissione, esiste un rischio connesso al Tasso di Cambio a meno che tale rischio non venga escluso nelle relative Condizioni Definitive.

Rischi correlati ad Eventi di Rettifica

Rettifiche potrebbero avere un impatto negativo sostanziale sul valore e la futura performance degli Strumenti Finanziari così come sugli importi da distribuire derivanti dagli Strumenti Finanziari. Eventi di rettifica possono inoltre determinare il riscatto straordinario anticipato degli Strumenti Finanziari.

Rischi correlati a specificità della struttura

A motivo della leva finanziaria tipica degli Strumenti Finanziari, la performance del Sottostante può avere un impatto negativo più che proporzionale sul valore degli Strumenti Finanziari. Se il prezzo di riferimento rilevante del Sottostante è uguale o inferiore (in ipotesi di Strumento Finanziario di tipo Call) o uguale o superiore (in ipotesi di Strumento Finanziario di tipo Put) allo strike indicato nelle Condizioni Definitive, il valore di mercato degli Strumenti Finanziari può scendere a zero.

Xxxxxx correlati a Strumenti Finanziari di tipo Call e Put

Se, in ipotesi di uno Strumento Finanziario di tipo Call, il prezzo del Sottostante scende ovvero, in ipotesi di uno Strumento Finanziario di tipo Put, il prezzo del Sottostante sale, i Titolari possono subire la perdita totale del loro capitale investito

Rischi correlati a Barriere di Knock-out

Se si verifica un Evento di Knock-out, il rimborso anticipato si realizza al predefinito Importo di Knock-out che può essere significativamente inferiore rispetto all’Importo Differenziale. Gli investitori possono subire la perdita totale del loro investimento.

Rischi correlati all’Importo Minimo di Esercizio

Se le Condizioni Definitive richiedono un quantitativo minimo di Strumenti Finanziari per l’esercizio degli stessi, un Titolare può non essere in grado di esercitare alcuni dei suoi Strumenti Finanziari.

Rischi correlati a Strumenti Finanziari che prevedono un aggiustamento costante di determinate variabili

Se le Condizioni Definitive prevedono che lo Strike o la Barriera di Knock-out sono soggetti ad aggiornamento costante, il rischio del verificarsi di un Evento di Knock-out può aumentare e possono ridursi significativamente gli importi esigibili ai sensi degli Strumenti Finanziari così come il valore degli Strumenti Finanziari stessi.

Rischi ulteriori correlati agli Strumenti Finanziari del tipo Call e Put X-Turbo e Call e Put X-Turbo Open End

Strumenti Finanziari che sono correlati a più di un indice sopportano un rischio più elevato del verificarsi di un Evento di Knock-out. Con riferimento alla determinazione dell’Importo Differenziale, l’indice addizionale non viene preso in considerazione.

Rischi derivanti dal Diritto di Riscatto in capo all’Emittente

Nell’ipotesi di Strumenti Finanziari che attribuiscono all’Emittente il Diritto di Riscatto, tali Strumenti Finanziari possono essere riscattati, a discrezione dell'Emittente, a date predefinite. Qualora il prezzo del Sottostante sia basso al momento del Riscatto da parte dell’Emittente, il Titolare può subire una perdita parziale o totale del proprio capitale investito.

Rischi derivanti dal Diritto di Esercizio in capo ai Titolari

Nell’ipotesi di Strumenti Finanziari che attribuiscono un Diritto di Esercizio in capo ai Titolari, gli Strumenti possono essere riscattati a date predefinite. Qualora il prezzo del Sottostante sia basso al momento dell’esercizio, il Titolare può subire una perdita parziale o totale del proprio capitale investito.

Rischi correlati a Eventi di Riscatto

Al verificarsi di un Evento di Riscatto l’Emittente ha diritto di riscatto straordinario degli Strumenti Finanziari al rispettivo valore di mercato. Se il valore di mercato degli Strumenti Finanziari al momento del riscatto straordinario è inferiore al Prezzo di Emissione o al prezzo di acquisto, il relativo Titolare sarà soggetto ad una parziale o totale perdita del capitale investito nonostante gli Strumenti Finanziari prevedano un pagamento minimo condizionale.

Rischi correlati a Turbative di Mercato

L’Agente per il Calcolo può rinviare date di valutazione e pagamenti ed effettuare valutazioni a propria ragionevole discrezione. I Titolari non hanno diritto a richiedere interessi per ritardato pagamento.

• Principali rischi correlati al Sottostante o a componenti dello stesso

Xxxxxx generali

Xxxxxx diritto di proprietà sul Sottostante o su componenti dello stesso

Il Sottostante o le componenti dello stesso non saranno detenute

dall’Emittente a beneficio del Titolare, e di conseguenza, i Titolari non avranno alcun diritto di proprietà (e.g. diritti di voto, diritti di ricevere dividendi o altre distribuzioni, nonché altri diritti) in relazione al Sottostante o alle componenti dello stesso.

Principali rischi correlati agli indici

La performance di Strumenti Finanziari correlati ad Indici è legata alla performance dei rispettivi indici, che dipende largamente dalla composizione e performance dei componenti degli indici. L’Emittente può non avere alcuna influenza sul rispettivo indice o sul metodo di calcolo dell’indice. Se l’Emittente agisce anche come sponsor o agente di calcolo dell’indice, potrebbero insorgere conflitti di interesse. In generale, lo sponsor di un indice non si assume responsabilità. Di regola, un indice può essere modificato, cessato o sostituito da un indice successivo in ogni momento. I Titolari non possono, o possono partecipare solo parzialmente, ai dividendi o ad altre distribuzioni in relazione a componenti degli indici. Se l’indice comporta un fattore di leva, gli investitori sopportano un più elevato rischio di perdite. Gli indici possono essere influenzati in modo negativo e più che proporzionale in caso di evoluzione non favorevole di un paese o settore industriale. Gli indici possono includere commissioni che influenzano negativamente la rispettiva performance.

Gli Strumenti Finanziari non hanno protezione del capitale. Gli investitori possono perdere in toto il proprio investimento o parte di tale investimento.

E. OFFERTA

E.2b

Ragioni dell'offerta e impiego dei proventi, se diversi dalla ricerca del profitto e/o dalla copertura di determinati rischi

Non applicabile; i proventi netti derivanti da ciascuna emissione degli Strumenti Finanziari saranno usati dall'Emittente per le proprie attività commerciali generali.

E.3

Descrizione dei termini e delle condizioni dell'offerta

Giorno della prima offerta al pubblico: 03/02/2016 Un'offerta al pubblico sarà fatta in Italia.

Il lotto minimo trasferibile è uno Strumento Finanziario Il lotto minimo negoziabile è uno Strumento Finanziario

Gli Strumenti Finanziari saranno offerti a investitori qualificati , e/o investitori

retail e/o investitori istituzionali tramite offerte al pubblico.

A far data dal giorno della prima offerta al pubblico gli Strumenti Finanziari descritti nelle Condizioni Definitive saranno offerti su base continua.

L'offerta continua sarà fatta sulla base di prezzi lettera correnti forniti dall'Emittente.

L'offerta al pubblico potrà essere terminata dall'Emittente in ogni tempo senza fornire alcun motivo.

Richiesta di ammissione a quotazione sarà fatta è stata fatta con effetto 03/02/2016 sui seguenti mercati:

• SeDeX organizzato e gestito da Borsa Italiana S.p.A.

E.4

Descrizione di eventuali interessi che

Ciascun collocatore e/o propri affiliati può essere cliente o mutuatario dell'Emittente o dei suoi affiliati. Peraltro, tali collocatori e propri affiliati possono aver concluso e nel futuro concludere operazioni nel settore

	sono signi- ficativi per l'e- mis- sione/l'offerta compresi interessi con- fliggenti	dell'investment banking e/o nel settore commerciale e potranno prestare servizi per l'Emittente e per i suoi affiliati nel corso dell'ordinario esercizio dell'attività. Con riferimento alla negoziazione degli Strumenti Finanziari l’Emittente è in conflitto di interesse in quanto Market Maker su Borsa Italiana (SeDeX) L’Emittente è inoltre il gestore e l’Agente del Calcolo degli Strumenti Finanziari. Inoltre, per le seguenti ragioni possono insorgere dei conflitti di interesse in relazione all’Emittente o a persone incaricate dell’offerta:
		• L’Emittente specifica il Prezzo di Emissione.
		• L’Emittente ed uno dei suoi affiliati agisce in qualità di Market Maker degli Strumenti Finanziari (tuttavia, non esiste tale obbligo).
		• I Collocatori possono ricevere degli incentivi dall’Emittente.
		• L’Emittente, un qualsiasi Collocatori e uno dei suoi affiliati agisce come Agente per il Calcolo o Agente di Pagamento in relazione agli Strumenti Finanziari.
		• Di volta in volta l’Emittente, un qualsiasi Collocatore e uno dei propri affiliati possono essere coinvolti in transazioni per proprio conto o per conto di propri clienti, che influenzano la liquidità o il prezzo del Sottostante o di componenti.
		• L’Emittente, un qualsiasi Collocatore e uno dei propri affiliati possono emettere strumenti finanziari in relazione al Sottostante o componenti dello stesso su cui sono stati già emessi altri strumenti finanziari.
		• L’Emittente, qualsiasi Collocatore e uno dei propri affiliati può possedere o ottenere informazioni rilevanti sul Sottostante o componenti dello stesso (incluse informazioni non accessibili pubblicamente) connesse alla propria attività lavorativa o altrimenti.
		• L’Emittente, qualsiasi Collocatore e uno dei suoi affiliati può essere coinvolto in attività lavorative con l’emittente del Sottostante o componenti dello stesso, propri affiliati, concorrenti o garanti.
		• L’Emittente, qualsiasi Collocatore e uno dei suoi affiliati può inoltre agire quale membro di un sindacato di banche, come consulente finanziario o come sponsor o emittente del Sottostante o componenti dello stesso.
E.7	Spese stimate	Non applicabile. Nessuna spesa sarà addebitata all'investitore dall'Emittente o da un intermediario. Tuttavia, potranno essere addebitati altri oneri, quali commissioni di custodia o commissioni di vendita.
	addebitate
	all'investitore
	dall'Emittente
	o dall'offerente.

ALLEGATO ALLA NOTA DI SINTESI

ISIN (C.1)	Sottostante (C.20)	Prezzo di Riferimento (C.19)	Sito Web (C.20)
DE000HV4A7M1	FTSE MIB Index (IT0003465736)	Closing Price	xxx.xxxx.xxx/Xxxxxxx
DE000HV4A7N9	FTSE MIB Index (IT0003465736)	Closing Price	xxx.xxxx.xxx/Xxxxxxx
DE000HV4A7P4	FTSE MIB Index (IT0003465736)	Closing Price	xxx.xxxx.xxx/Xxxxxxx

DE000HV4A7Q2

FTSE MIB Index (IT0003465736)

Closing Price

xxx.xxxx.xxx/Xxxxxxx

DISCLAIMERS

FTSE MIB Index

The Certificates are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited (“FTSE”) or the London Stock Exchange Group companies (“LSEG”) (together the “Licensor Parties”) and none of the Licensor Parties make any claim, prediction, warranty or representation whatsoever, expressly or impliedly, either as to (i) the results to be obtained from the use of the FTSE MIB INDEX (the “Index”) (upon which the Certificates is based), (ii) the figure at which the Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the Index for the purpose to which it is being put in connection with the Certificates.

None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Index to UniCredit Bank AG or to its clients. The Index is calculated by FTSE or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise) to any person for any error in the Index or (b) under any obligation to advise any person of any error therein. All rights in the Index vest in FTSE. “FTSE®” is a trade mark of LSEG, “MIB™” is a trade mark of Borsa Italiana S.p.A and both are used by FTSE under license.

FORM OF WAIVER OF EXERCISE

(Name of Securities and ISIN)

To: UniCredit Bank AG

Facsimile: + 39 02 49535357

Failure properly to complete this waiver of exercise or to submit a substantially similar form of waiver of exercise shall result in the waiver of exercise being treated as null and void.

PLEASE USE BLOCK CAPITALS

1. Details of Holder(s) of the Securities

Name: Address: Facsimile: Telephone:

2. Details of Tranche of Securities

The Tranche of Securities to which this waiver of exercise relates:

3. Waiver of Automatic Exercise

I/We, being the holder of the Securities referred to below forming part of the above Tranche of Securities, hereby waive the automatic exercise of such Securities in accordance with the Conditions thereof.

4. Number of Securities

The number of Securities is as follows:

5. Dated

6. Signed

UniCredit Bank AG

Munich, Federal Republic of Germany

Base Prospectus

for the issuance of

Knock-out Securities and

Warrants

under the Euro 50,000,000,000 Debt Issuance Programme

28 May 2015

This document constitutes a base prospectus (the "Base Prospectus") according to Art. 5 (4) of Directive 2003/71/EC, in the version valid at the date of the Base Prospectus, (the "Prospectus Directive") in connection with Section 6 of the German Securities Prospectus Act, in the version valid at the date of the Base Prospectus (Wertpapierprospektgesetz, the "WpPG") in connection with the Commission Regulation (EC) No 809/2004, in the version valid at the date of the Base Prospectus relating to knock-out securities and warrants (the "Securities") issued from time to time by UniCredit Bank AG ("HVB" or the "Issuer") under the Euro 50,000,000,000 Debt Issuance Programme (the "Programme").

This Base Prospectus is to be read together with the information provided in (a) the registration document of UniCredit Bank AG dated 24 April 2015 (the "Registration Document"), whose information is incorporated herein by reference, (b) the supplements to this Base Prospectus in accordance with Section 16 WpPG, if any (the "Supplements") (c) all other documents whose information is incorporated herein by reference (see "General Information– Information incorporated by reference in this Base Prospectus" below) as well as (d) the respective Final Terms (the "Final Terms").

No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme is intended to provide the basis of any credit evaluation and should not be considered as a recommendation by the Issuer, that any recipient of this Base Prospectus or any other information supplied in connection with the Programme should purchase any Securities. Potential investors should note that an investment in the Securities is only suitable for investors, who understand the nature of such Securities and the extent of their exposure to risk and have sufficient knowledge, experience and access to professional advisors (including their financial, legal and tax advisors) in order to form their own legal, tax and financial opinion upon the existing risks of such investments in such Securities.

Neither this Base Prospectus nor any other information supplied in connection with the Programme constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Securities. The delivery of this Base Prospectus does not imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date of this Base Prospectus or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Issuer will be obliged to supplement this Base Prospectus pursuant to Section 16 WpPG. Investors should read inter alia the most recent non-consolidated or consolidated financial statements and interim reports, if any, of the Issuer when deciding whether or not to purchase any Securities.

The distribution of this Base Prospectus and the offer or sale of Securities may be restricted by law in certain jurisdictions. Persons into whose possession this Base Prospectus or any Securities come must inform themselves about any such restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Securities in the United States of America and on the offer or sale of the Securities in the European Economic Area (see "General Information – Selling Restrictions" below). The Securities have not been and will not be registered under the U. S. Securities Act of 1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or delivered within the United States of America or to U.S. persons (see "General Information – Selling Restrictions" below).

Summary 4

Risk Factors 27

A. Risks related to the Issuer 27

B. Risks related to potential conflicts of interest 27

C. Risks related to the Securities 29

D. Risks related to the Underlying or its components 40

Responsibility Statement 47

Consent to the Use of the Base Prospectus 48

Description of the Issuer 49

General Information on the Securities 50

Description of the Securities 54

The Securities 54

1. Warrants 54

Classical Warrants 54

Discount Warrants 55

2. Knock-out Securities 57

Turbo Securities 57

Turbo Open End Securities 59

X-Turbo Securities 61

X-Turbo Open End Securities 62

Mini Futures Securities 64

Description of the Securities incorporated by reference in the Base Prospectus 67

Conditions of the Securities 68

General Information 68

Structure of the Conditions 69

Part A – General Conditions of the Securities 72

Part B – Product and Underlying Data 79

Part C – Special Conditions of the Securities 83

Conditions of the Securities incorporated by reference in the Base Prospectus 151

Description of Indices composed by the Issuer or by any Legal Entity belonging to the same Group 152

Form of Waiver Notice 153

Form of Final Terms 154

Taxation 159

General Information 172

Selling Restrictions 172

Authorisation 176

Availability of Documents 176

Clearing System 177

Agents 177

Significant Changes in HVB’s Financial Position and Trend Information 177

Interest of Natural and Legal Persons involved in the Issue/Offer 177

Third Party Information 177

Use of Proceeds and Reasons for the Offer 177

Information incorporated by reference in this Base Prospectus 178

Unaudited Consolidated Results of HVB Group as of 31 March 2015 .........................................F-1 Signatures ........................................................................................................................................... S-1

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in sections A – E (A.1 – E.7).

A. INTRODUCTION AND WARNINGS

A.1	Warning	This Summary should be read as an introduction to the Base Prospectus. The investor should base any decision to invest in the Securities on consideration of the Base Prospectus as a whole. Where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. UniCredit Bank AG ("UniCredit Bank", the "Issuer" or "HVB"), Xxxxxxxx-Xxxxxxxxx-Xxxxxx 0, 00000 Xxxxxx, which in its capacity as Issuer assumes liability for the Summary including any translation thereof, as well as any person which has tabled it, may be held liable, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus, or it does not provide, when read together with the other parts of the Base Prospectus, all necessary key information.
A.2	Consent to the use of the base prospectus	[Subject to the following paragraphs, the Issuer gives its consent to the use of the Base Prospectus during the Offer Period for subsequent resale or final placement of the Securities by financial intermediaries.] [Not applicable. The Issuer does not give its consent to the use of the Base Prospectus for subsequent resale or final placement of the Securities by financial intermediaries.]
	Indication of the offer period	[Resale or final placement of the Securities by financial intermediaries can be made and consent to use the Base Prospectus is given [for the following offer period of the Securities: [Insert offer period for which consent is given]][during the period of the validity of the Base Prospectus ].] [Not applicable. No consent is given.]
	Other conditions attached to the consent	[The Issuer’s consent to the use of the Base Prospectus is subject to the condition that each financial intermediary complies with the applicable selling restrictions as well as the terms and conditions of the offer. [Moreover, the Issuer’s consent to the use of the Base Prospectus is subject to the condition that the financial intermediary using the Base Prospectus commits itself towards its customers to a responsible distribution of the Securities. This commitment is made by the publication of the financial intermediary on its website stating that the prospectus is used with the consent of the Issuer and subject to the

conditions set forth with the consent.]

Besides, the consent is not subject to any other conditions.] [Not applicable. No consent is given.]

Provision of terms and conditions of the offer by financial intermediary

[Information on the terms and conditions of the offer by any financial intermediary is to be provided at the time of the offer by the financial intermediary.]

[Not applicable. No consent is given.]

Key performance indicators

1/1/2014 –

31/12/2014

1/1/2013 –

31/12/2013

Net operating profit1)

€892m

€1,823m

B. ISSUER

B.1	Legal and commercial name	UniCredit Bank AG (together with its consolidated subsidiaries, the "HVB Group") is the legal name. HypoVereinsbank is the commercial name.
B.2	Domicile / Legal form / Legislation / Country of incorporation	UniCredit Bank has its registered office at Xxxxxxxx-Xxxxxxxxx-Xxxxxx 0, 00000 Xxxxxx, was incorporated in Germany and is registered with the Commercial Register at the Local Court (Amtsgericht) in Munich under number HRB 42148, incorporated as a stock corporation under the laws of the Federal Republic of Germany.
B.4b	Known trends affecting the issuer and the industries in which it operates	The performance of HVB Group will depend on the future development on the financial markets and the real economy in 2015 as well as other remaining imponderables. In this environment, HVB Group will continuously adapt its business strategy to reflect changes in market conditions and carefully review the management signals derived therefrom on a regular basis.
B.5	Description of the group and the issuer's position within the group	UniCredit Bank is the parent company of HVB Group. HVB Group holds directly and indirectly equity participations in various companies. UniCredit Bank has been an affiliated company of UniCredit S.p.A., Rome ("UniCredit S.p.A.", and together with its consolidated subsidiaries, "UniCredit") since November 2005 and hence a major part of UniCredit from that date as a sub-group. UniCredit S.p.A. holds directly 100% of UniCredit Bank's share capital.
B.9	Profit forecast or estimate	Not applicable; no profit forecast or estimate is made.
B.10	Nature of any qualifications in the audit report on historical financial information	Not applicable; Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft, the independent auditor (Wirtschaftsprüfer) of UniCredit Bank, has audited the consolidated financial statements (Konzernabschluss) of HVB Group for the financial year ended 31 December 2013 and for the financial year ended 31 December 2014 and the financial statement (Einzelabschluss) of UniCredit Bank for the financial year ended 31 December 2014 and has in each case issued an unqualified audit opinion thereon.
B.12	Selected historical key financial information	Consolidated Financial Highlights as of 31 December 2014*

	Profit before tax1)	€1,083m	€1,439m
	Consolidated profit1)	€785m	€1,062m
	Earnings per share1)	€0.96	€1.27

	Balance sheet figures	31/12/2014	31/12/2013
	Total assets	€300,342m	€290,018m
	Shareholders' equity	€20,597m	€21,009m

	Key capital ratios	31/12/2014 Basel III	31/12/2013 Basel II
	Common Equity Tier 1 capital	€18,993m	--
	Core capital (Tier 1 capital)	€18,993m	€18,456m
	Risk-weighted assets (including equivalents for market risk and operational risk)	€85.7bn	€85.5bn
	CET 1 capital ratio2)	22.1%	--
	Core capital ratio without hybrid capital (core Tier 1 ratio)2)	--	21.5%
	Tier 1 capital ratio2)	22.1%	21.6%
* Figures shown in this table are audited and taken from the consolidated financial statements of HVB Group for the financial year ended 31 December 2014. 1) without discontinued operation 2) calculated on the basis of risk-weighted assets, including equivalents for market risk and operational risk. Consolidated Financial Highlights as of 31 March 2015*

Key performance indicators	1/1 – 31/03/2015	1/1 – 31/03/2014
Net operating profit	€182m	€243m
Profit before tax	€197m	€289m
Consolidated profit1)	€131m	€186m
Earnings per share	€0.16	€0.24

Balance sheet figures	31/03/2015	31/12/2014
Total assets	€339,409m	€300,342m
Shareholders' equity	€20,735m	€20,597m

Key capital ratios	31/03/2015 Basel III	31/12/2014 Basel III

Statement with regard to no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change

Description of significant change in the financial position subsequent to the period covered by the historical financial information

* Figures shown in this table are unaudited and taken from the Issuer's Consolidated Interim Report at 31 March 2015.

1) without discontinued operation

2) calculated on the basis of risk-weighted assets, including equivalents for market risk and operational risk.

There has been no material adverse change in the prospects of HVB Group since 31 December 2014, the date of its last published audited financial statements.

There has been no significant change in the financial position of HVB Group since 31 March 2015.

B.13

Recent events

Not applicable. There are no recent events particular to UniCredit Bank which are to a material extent relevant to the evaluation of its solvency.

B.14

B.5 plus

See B.5

Common Equity Tier 1 capital	€18,743m	€18,993m
Core capital (Tier 1 capital)	€18,743m	€18,993m
Risk-weighted assets (including equivalents for market risk and operational risk)	€85,892m	€85,768m
CET 1 capital ratio2)	21.8%	22.1%
Core capital ratio without hybrid capital (core Tier 1 ratio)2)	--	--
Tier 1 capital ratio2)	21.8%	22.1%

statement of dependency upon other entities within the group

Not applicable. UniCredit Bank is not dependent on any entity within HVB Group.

B.15

Principal activities

UniCredit Bank offers a comprehensive range of banking and financial products and services to private, corporate and public sector customers, international companies and institutional customers.

This range extends from mortgage loans, consumer loans, savings-and- loan and insurance products, and banking services for private customers through to business loans and foreign trade financing for corporate customers and fund products for all asset classes, advisory and brokerage services, securities transactions, liquidity and financial risk management, advisory services for affluent customers and investment banking products for corporate customers.

B.16

Direct or indirect ownership or control

UniCredit S.p.A. holds directly 100% of UniCredit Bank's share capital.

C. SECURITIES

C.1

Type and class of the securities

[Call Warrants with European exercise] [Call Warrants with American exercise] [Put Warrants with European exercise] [Put Warrants with American exercise] [Call Discount Warrants]

[Put Discount Warrants] [Call Turbo Securities] [Put Turbo Securities]

[Call Turbo Open End Securities] [Put Turbo Open End Securities] [Call X-Turbo Securities]

[Put X-Turbo Securities]

[Call X-Turbo Open End Securities] [Put X-Turbo Open End Securities] [Call Mini Future Securities]

[Put Mini Future Securities]

The Securities will be issued as non-par value [Warrants] [Certificates].

["Warrants"] ["Certificates"] are debt instruments in bearer form (Inhaberschuldverschreibungen) pursuant to Section 793 German Civil Code (Bürgerliches Gesetzbuch, BGB).

[The Securities are represented by a permanent global note without interest coupons.]

[The Securities are initially represented by a temporary global note without interest coupons which will be exchangeable for a permanent global note without interest coupons.]

The holders of the Securities (the "Security Holders") are not entitled to

		receive definitive Securities. The [ISIN] [WKN] is specified in the table in the Annex to this summary.
C.2	Currency of the securities issue	The Securities are issued in [Insert Specified Currency] (the "Specified Currency").
C.5	Restrictions of any free transferability of the securities	Not applicable. The Securities are freely transferable.
C.8	Rights	Governing law of the Securities
	attached to the securities, including ranking and limitations to those rights	The Securities, as to form and content, and all rights and obligations of the Issuer and the Security Holder shall be governed by the laws of the Federal Republic of Germany. Rights attached to the Securities [In the case of Call/Put Warrants with European exercise, the following applies:
		The Securities have a fixed term. Security Holders shall be entitled to a
		capital payment linked to the performance of an Underlying (as defined in
		C.20).
		On a Final Payment Date (as defined in C.16), Security Holders shall be
		entitled to demand payment of the Differential Amount (as defined in
		C.15) (the "Exercise Right").
		The Securities do not bear interest.]
		[In the case of Call/Put Warrants with American exercise, the following
		applies:
		The Securities have a fixed term. Security Holders shall be entitled to a
		capital payment linked to the performance of an Underlying (as defined in
		C.20).
		On each Trading Day during the Exercise Period, the Security Holders
		may demand payment of the Differential Amount (as defined in C.15)
		(the "Exercise Right"). In the case a Security Holder does not exercise its
		Exercise Right, the Securities will be automatically exercised on the Final
		Valuation Date and the Security Holder has the right to demand payment
		of the Differential Amount (as defined in C.15).
		The Securities do not bear interest.]
		[In the case of Call/Put Discount Warrants, the following applies:
		The Securities have a fixed term. Security Holders shall be entitled to a
		capital payment linked to the performance of an Underlying (as defined in
		C.20).
		On a Final Payment Date (as defined in C.16), Security Holders shall be
		entitled to demand payment of the Differential Amount (as defined in
		C.15) (the "Exercise Right").
		The Securities do not bear interest.]
		[In the case of Call/Put Turbo Securities, the following applies:
		The Securities have a fixed term. Security Holders shall be entitled to a
		capital payment linked to the performance of an Underlying (as defined in
		C.20).

If a Knock-out Event has occurred, the Security Holders shall be entitled to demand payment of the Knock-out Amount (as defined in the Final Terms).

The Securities do not bear interest.]

[In the case of Call/Put Turbo Open End Securities, the following applies:

The Securities do not have a fixed term. Instead they run for an indefinite time unless a Knock-out Event (as defined in C.15) has occurred, the Security Holders exercise their Exercise Right or the Issuer exercises its Regular Call Right.

Subject to the occurrence of a Knock-out Event, the Security Holders shall be entitled to demand the payment of the Differential Amount (as defined in C.15) per Security from the Issuer (the "Exercise Right"). The Exercise Right may be exercised by the Security Holder on each Exercise Date (as defined in C.16) prior to 10:00 a.m. (Munich local time).

If a Knock-out Event has occurred, the Security Holders shall be entitled to demand the payment of the Knock-out Amount (as defined in the Final Terms).

The Issuer may call the Securities on any Exercise Date in whole but not in part and pay the Differential Amount (the "Regular Call Right"). The Issuer will notify such a call at least one month prior to the call.

The Securities do not bear interest.]

[In the case of Call/Put X-Turbo Securities, the following applies:

The Securities have a fixed term. Security Holders shall be entitled to a capital payment linked to the performance of an Underlying (as defined in C.20).

Subject to the occurrence of a Knock-out Event (as defined in C.15), the Security Holders shall be entitled to demand payment of the Differential Amount (as defined in C.15) on a Final Payment Date (as defined in C.16) (the "Exercise Right"). If a Knock-out Event has occurred, the Security Holders shall be entitled to demand the payment of the Knock- out Amount (as defined in the Final Terms).

The Securities do not bear interest.]

[In the case of Call/Put X-Turbo Open End Securities, the following applies:

If a Knock-out Event has occurred, the Security Holders shall be entitled to demand the payment of the Knock-out Amount (as defined in the Final Terms).

The Securities do not bear interest.]

[In the case of Call/Put Mini Future Securities, the following applies:

If a Knock-out Event has occurred, the Security Holders shall be entitled to demand the payment of the Knock-out Amount (as defined in C.15).

The Securities do not bear interest.] Limitation of the rights

[Upon the occurrence of one or more Call Events (the "Call Events") (as specified in the Final Terms) the Issuer may call the Securities extraordinarily pursuant to the Final Terms and redeem the Securities at their Cancellation Amount. The "Cancellation Amount" is the reasonable market value of the Securities determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within ten Banking Days before the extraordinary call becomes effective.]

Status of the Securities

The obligations under the Securities constitute direct, unconditional and unsecured obligations of the Issuer and rank, unless provided otherwise by law, pari passu with all other unsecured unsubordinated present and future obligations of the Issuer.

C.11

Admission to trading

[Application [has been] [will be] made for the Securities to be admitted to trading with effect from [Insert expected date] on the following regulated or other equivalent markets: [Insert relevant regulated or other equivalent market(s)].]

[The Securities are already admitted to trading on the following regulated or other equivalent markets: [Insert relevant regulated or other equivalent market(s)].]

[Not applicable. No application of the Securities to be admitted to trading on a regulated or another equivalent market has been or is intended to be made.]

		[The [Insert name of the Market Maker] (also the "Market Maker") undertakes to provide liquidity through bid and offer quotes in accordance with the market making rules of [Insert relevant regulated or other equivalent market(s)], where the Securities are expected to be listed. The obligations of the Market Maker are regulated by the rules of the markets organized and managed by [Insert relevant regulated or other equivalent market(s)], and the relevant instructions to such rules. [Moreover, the Market Maker undertakes to apply, in normal market conditions, a spread between bid and offer quotes not higher than [Insert percentage]%.]]
C.15	Effect of the underlying on the value of the securities	[In the case of Call/Put Warrants with European and American exercise, the following applies: The Securities reflect the performance of the Underlying (as defined in C.20) and allow the Security Holder to participate in both the positive and negative performance of the Underlying during the term of the Securities.
		Call Warrants are Securities where Security Holders can participate disproportionately (leveraged) in the price development of the Underlying. If the price of the Underlying rises, the price of the Security regularly rises disproportionately. If the price of the Underlying falls, the price of the Securities regularly falls disproportionately.
		Put Warrants are Securities where Security Holders can participate disproportionately (leveraged) in the reverse price development of the Underlying. If the price of the Underlying falls, the price of the Security regularly rises disproportionately. If the price of the Underlying rises, the price of the Securities regularly falls disproportionately.
		The "Differential Amount" equals:
		- in the case of Call Warrants an amount by which the Relevant Reference Price (as defined in C.19) exceeds the Strike (as specified in the Final Terms), multiplied by the Ratio (as specified in the Final Terms);
		- in the case of Put Warrants an amount by which the Relevant Reference Price belows the Strike, multiplied by the Ratio.
		[In the case of Call/Put Warrants, where the Specified Currency is not the same as the Underlying Currency, the following applies:
		The Differential Amount will be converted prior to the payment by application of a FX Exchange Rate (as specified in the Final Terms) into the Specified Currency.]
		However, the Differential Amount is not lower than the Minimum Amount (as specified in the Final Terms).]
		[In the case of Call/Put Discount Warrants, the following applies:
		The Securities reflect the performance of the Underlying (as defined in C.20) and allow the Security Holder to participate in both the positive and negative price development of the Underlying during the term of the Securities.
		Discount Warrants are Securities whose price upon issue is lower than the price for a Classical Warrant with the same term, Underlying, Strike (as specified in the Final Terms) and Ratio (as specified in the Final Terms). In return for this discount, the Security Holder will benefit during the term of the Securities from the price development of the Underlying only up to the Maximum Amount (as specified in the Final Terms).
		Call Discount Warrants are Securities where Security Holders participates disproportionately (leveraged) in the price development of the Underlying. If the price of the Underlying rises, the price of the Security

regularly rises disproportionately. If the price of the Underlying falls, the price of the Securities regularly falls disproportionately.

Put Discount Warrants are Securities where Security Holders participate disproportionately (leveraged) in the reverse price development of the Underlying. If the price of the Underlying falls, the price of the Security regularly rises disproportionately. If the price of the Underlying rises, the price of the Securities regularly falls disproportionately.

The "Differential Amount" equals:

- in the case of Call Discount Warrants an amount by which the Relevant Reference Price (as defined in C.19) exceeds the Strike, multiplied by the Ratio;

- in the case of Put Discount Warrants an amount by which the Relevant Reference Price belows the Strike, multiplied by the Ratio.

[In the case of Call/Put Discount Warrants, where the Specified Currency is not the same as the Underlying Currency, the following applies:

The Differential Amount will be converted prior to the payment by application of a FX Exchange Rate (as specified in the Final Terms) into the Specified Currency.]

However, the Differential Amount is not higher than the Maximum Amount and not lower than the Minimum Amount (as specified in the Final Terms).]

[In the case of Call/Put Turbo Securities, the following applies:

Call Turbo Securities are Securities where Security Holders can participate disproportionately (leveraged) in the price development of the Underlying. If the price of the Underlying rises, the price of the Security regularly rises disproportionately. If the price of the Underlying falls, the price of the Securities regularly falls disproportionately.

Put Turbo Securities are Securities where Security Holders can participate disproportionately (leveraged) in the reverse price development of the Underlying. If the price of the Underlying falls, the price of the Security regularly rises disproportionately. If the price of the Underlying rises, the price of the Securities regularly falls disproportionately.

If no Knock-out Event has occurred, the payment will be made on the Final Payment Date (as defined in C.16) and shall consist of the Differential Amount.

If a Knock-out Event has occurred, the payment shall occur prematurely and shall consist of the Knock-out Amount (as specified in the Final Terms).

The "Differential Amount" equals:

- in the case of Call Turbo Securities an amount by which the Relevant Reference Price (as defined in C.19) exceeds the Strike (as specified in the Final Terms), multiplied by the Ratio (as specified in the Final Terms);

- in the case of Put Turbo Securities an amount by which the Relevant Reference Price (as defined in C.19) belows the Strike, multiplied by the Ratio.

[In the case of Call/Put Turbo Securities, where the Specified Currency is

not the same as the Underlying Currency, the following applies:

The Differential Amount will be converted prior to the payment by application of a FX Exchange Rate (as specified in the Final Terms) into the Specified Currency.]

However, the Differential Amount is not lower than the Minimum Amount (as specified in the Final Terms).

A "Knock-out Event" has occurred, if

- in the case of Call Turbo Securities the price of the Underlying with continuous observation during the Knock-out Period (as specified in the Final Terms) is at any time [during the Relevant Period (as specified in the Final Terms)] on or below the Knock-out Barrier (as specified in the Final Terms);

- in the case of Put Turbo Securities the price of the Underlying with continuous observation during the Knock-out Period is at any time [during the Relevant Period] on or above the Knock-out Barrier.]

[In the case of Call/Put Turbo Open End Securities, the following applies:

Call Turbo Open End Securities are Securities where Security Holders participate disproportionately (leveraged) in the price development of the Underlying. If the price of the Underlying rises, the price of the Security regularly rises disproportionately. If the price of the Underlying falls, the price of the Securities regularly falls disproportionately.

Put Turbo Open End Securities are Securities where Security Holders participate disproportionately (leveraged) in the reverse price development of the Underlying. If the price of the Underlying falls, the price of the Security regularly rises disproportionately. If the price of the Underlying rises, the price of the Securities regularly falls disproportionately.

If no Knock-out Event has occurred, the payment of the Differential Amount will only be made, if the Security Holder exercises its Exercise Right or the Issuer exercises its Regular Call Right.

If a Knock-out Event has occurred, the payment shall occur prematurely and shall consist of the Knock-out Amount (as specified in the Final Terms).

Upon issuance of the Securities the "Strike" corresponds to the Initial Strike (as specified in the Final Terms). In the case of Call Turbo Open End Securities the Strike generally rises on a daily basis in a certain amount. In the case of Put Turbo Open End Securities the Strike generally falls on a daily basis in a certain amount.

The "Differential Amount" equals:

- in the case of Call Turbo Open End Securities an amount by which the Relevant Reference Price (as defined in C.19) exceeds the Strike, multiplied by the Ratio (as specified in the Final Terms).

- in the case of Put Turbo Open End Securities an amount by which the Relevant Reference Price (as defined in C.19) belows the Strike, multiplied by the Ratio.

[In the case of Call/Put Turbo Open End Securities, where the Specified Currency is not the same as the Underlying Currency, the following

applies:

The Differential Amount will be converted prior to the payment by application of a FX Exchange Rate (as specified in the Final Terms) into the Specified Currency.]

However, the Differential Amount is not lower than the Minimum Amount (as specified in the Final Terms).

The "Knock-out Barrier" is always equal to the Strike. A "Knock-out Event" has occurred, if

- in the case of Call Turbo Open End Securities the price of the Underlying with continuous observation starting at the First Trade Date (as specified in the Final Terms) (including), is at any time [during the Relevant Period (as specified in the Final Terms)] on or below the Knock- out Barrier;

- in the case of Put Turbo Open End Securities the price of the Underlying with continuous observation starting at the First Trade Date (including), is at any time [during the Relevant Period] on or above the Knock-out Barrier.]

[In the case of Call/Put X-Turbo Securities, the following applies:

The Securities reflect the performance of the Underlyings (as defined in C.20) and allow the Security Holder to participate in both the positive and negative performance of the Underlyings during the term of the Securities.

Call X-Turbo Securities are Securities where Security Holders participate disproportionately (leveraged) in the price development of the Underlyings. If the price of the Underlyings rises, the price of the Security regularly rises disproportionately. If the price of the Underlyings falls, the price of the Securities regularly falls disproportionately.

Put X-Turbo Securities are Securities where Security Holders participate disproportionately (leveraged) in the reverse price development of the Underlyings. If the price of the Underlyings falls, the price of the Security regularly rises disproportionately. If the price of the Underlyings rises, the price of the Securities regularly falls disproportionately.

If no Knock-out Event has occurred, the payment will be made on the Final Payment Date (as defined in C.16) and shall consist of the Differential Amount.

If a Knock-out Event has occurred, the payment shall occur prematurely and shall consist of the Knock-out Amount (as specified in the Final Terms).

The "Differential Amount" equals:

- in the case of Call X-Turbo Securities an amount by which the Relevant Reference Price (as defined in C.19) exceeds the Strike (as specified in the Final Terms), multiplied by the Ratio (as specified in the Final Terms);

- in the case of Put X-Turbo Securities an amount by which the Relevant Reference Price (as defined in C.19) belows the Strike, multiplied by the Ratio.

However, the Differential Amount is not lower than the Minimum Amount (as specified in the Final Terms).

A "Knock-out Event" has occurred, if

- in the case of Call X-Turbo Securities (i) either the published price of

the Underlying1 or (ii) the published price of the Underlying2 with continuous observation during the Knock-out Period (as specified in the Final Terms) is at any time [during the Relevant Period (as specified in the Final Terms)] on or below the Knock-out Barrier (as specified in the Final Terms);

- in the case of Put X-Turbo Securities (i) either the published price of the Underlying1 or (ii) the published price of the Underlying2 with continuous observation during the Knock-out Period is at any time [during the Relevant Period] on or above the Knock-out Barrier.]

[In the case of Call/Put X-Turbo Open End Securities, the following applies:

Call X-Turbo Open End Securities are Securities where Security Holders participate disproportionately (leveraged) in the price development of the Underlyings. If the price of the Underlyings rises, the price of the Security regularly rises disproportionately. If the price of the Underlyings falls, the price of the Securities regularly falls disproportionately.

Put X-Turbo Open End Securities are Securities where Security Holders participate disproportionately (leveraged) in the reverse price development of the Underlyings. If the price of the Underlyings falls, the price of the Security regularly rises disproportionately. If the price of the Underlyings rises, the price of the Securities regularly falls disproportionately.

If no Knock-out Event has occurred, the payment of the Differential Amount will only be made, if the Security Holder exercises its Exercise Right or the Issuer exercises its Regular Call Right.

If a Knock-out Event has occurred, the payment shall occur prematurely and shall consist of the Knock-out Amount (as specified in the Final Terms).

Upon issuance of the Securities the "Strike" corresponds to the Initial Strike (as specified in the Final Terms). In the case of Call X-Turbo Open End Securities the Strike generally rises on a daily basis in a certain amount. In the case of Put X-Turbo Open End Securities the Strike generally falls on a daily basis in a certain amount.

The "Differential Amount" equals:

- in the case of Call X-Turbo Open End Securities an amount by which the Relevant Reference Price (as defined in C.19) exceeds the Strike, multiplied by the Ratio (as specified in the Final Terms);

- in the case of Put X-Turbo Open End Securities an amount by which the Relevant Reference Price (as defined in C.19) belows the Strike, multiplied by the Ratio.

However, the Differential Amount is not lower than the Minimum Amount (as specified in the Final Terms).

The "Knock-out Barrier" is always equal to the Strike. A "Knock-out Event" has occurred, if

- in the case of Call X-Turbo Open End Securities (i) either the published price of the Underlying1 or (ii) the published price of the Underlying2 with continuous observation starting at the First Trade Date (as specified

in the Final Terms) (including), is at any time [during the Relevant Period (as specified in the Final Terms)] on or below the Knock-out Barrier;

- in the case of Put X-Turbo Open End Securities (i) either the published price of the Underlying1 or (ii) the published price of the Underlying2 with continuous observation starting at the First Trade Date (including) is at any time [during the Relevant Period] on or above the Knock-out Barrier.]

[In the case of Call/Put Mini Future Securities the following applies:

If no Knock-out Event has occurred, the payment of the Differential Amount will only be made, if the Security Holder exercises its Exercise Right or the Issuer exercises its Regular Call Right.

If a Knock-out Event has occurred, the payment shall occur prematurely and shall consist of the Knock-out Amount.

The "Differential Amount" equals:

- in the case of Call Mini Future Securities an amount by which the Relevant Reference Price (as defined in C.19) exceeds the Strike, multiplied by the Ratio (as specified in the Final Terms).

- in the case of Put Mini Future Securities an amount by which the Relevant Reference Price (as defined in C.19) belows the Strike, multiplied by the Ratio.

[In the case of Call/Put Mini Future Securities, where the Specified Currency is not the same as the Underlying Currency, the following applies:

The Differential Amount will be converted prior to the payment by application of a FX Exchange Rate (as specified in the Final Terms) into the Specified Currency.]

However, the Differential Amount is not lower than the Minimum Amount (as specified in the Final Terms).

		Securities the Knock-out Barrier generally falls on a monthly basis in a certain amount. The "Knock-out Amount" equals - in the case of Call Mini Future Securities an amount by which the Exercise Price (as defined in C.19) exceeds the Strike, multiplied by the Ratio (as specified in the Final Terms). - in the case of Put Mini Future Securities an amount by which the Exercise Price (as defined in C.19) belows the Strike, multiplied by the Ratio. [In the case of Call/Put Mini Futures Securities where the Specified Currency is not the same as the Base Currency, the following applies: The Knock-out Amount will be converted prior to the payment by application of FX into the Specified Currency.] However, the Knock-out Amount is not lower than the Minimum Amount. A "Knock-out Event" has occurred, if - in the case of Call Mini Future Securities the price of the Underlying with continuous observation starting at the First Trade Date (as specified in the Final Terms) (including), is at any time [during the Relevant Period (as specified in the Final Terms)] on or below the Knock-out Barrier; - in the case of Put Mini Future Securities the price of the Underlying with continuous observation starting at the First Trade Date (including), is at any time [during the Relevant Period] on or above the Knock-out Barrier.]
C.16	The expiration or maturity date of the derivative securities – the exercise date or final reference date	[The "Final Valuation Date" and the "Final Payment Date" are specified in the table in the Annex to this summary.] ["Valuation Date" is the Date on which the Exercise Right is effectively exercised, at the latest the Final Valuation Date.] ["Final Payment Date" is specified in the table in the Annex to this summary.] ["Exercise Date" is the last Trade Date in the month of January of each year. "Valuation Date" is the Exercise Date, on which the Exercise Right is effectively exercised, or respectively the Call Date on which the Issuer exercises its Regular Call Right.]
C.17	Settlement procedure of the securities	All payments shall be made to [Insert] (the "Principal Paying Agent"). The Principal Paying Agent shall pay the amounts due to the Clearing System for credit to the respective accounts of the depository banks for transfer to the Security Holders. The payment to the Clearing System shall discharge the Issuer from its obligations under the Securities in the amount of such payment. "Clearing System" means [Insert].
C.18	Description of how any return on derivative securities takes place	[In the case of Call/Put Warrants with European exercise and Call/Put Discount Warrants the following applies: Payment of the Differential Amount on the Final Payment Date.] [In the case of Call/Put Warrants with American exercise, the following applies: Payment of the Differential Amount five Banking Days after the

respective Valuation Date, but not later than on the Final Payment Date.]

[In the case of Call/Put Turbo Securities and Call/Put X-Turbo Securities, the following applies:

Payment of the Differential Amount on the Final Payment Date or payment of the Knock-out Amount five Banking Days after the day, on which the Knock-out Event has occurred.]

[In the case of Call/Put Turbo Open End Securities, Call/Put X-Turbo Open End Securities and Call/Put Mini Future Securities, the following applies:

Payment of the Differential Amount five Banking Days after the respective Valuation Date or payment of the Knock-out Amount five Banking Days after the day, on which the Knock-out Event has occurred.]

C.19

Exercise price or final reference price of the underlying

[In the case of Call/Put Securities with European exercise, Call/Put Discount Warrants and Call/Put Turbo Securities, the following applies:

"Relevant Reference Price" means the Reference Price [(as specified in the Final Terms)] on the Final Valuation Date.]

[In the case of Call/Put Securities with American exercise and Call/Put Turbo Open End Securities the following applies:

"Relevant Reference Price" means the Reference Price [(as specified in the Final Terms)] on the respective Valuation Date.]

[In the case of Call/Put X-Turbo Securities, the following applies:

"Relevant Reference Price" means the Reference Price [(as specified in the Final Terms)] of Underlying1 on the Final Valuation Date.]

[In the case of Call/Put X-Turbo Open End Securities, the following applies:

"Relevant Reference Price" means the Reference Price [(as specified in the Final Terms)] of Underlying1 on the respective Valuation Date.]

[In the case of Call/Put Mini Future Securities, the following applies:

"Exercise Price" is that amount in the Underlying Currency (as specified in the Final Terms) which the Issuer would obtain for an Underlying due to the liquidation of hedging transactions.

"Relevant Reference Price" means the Reference Price [(as specified in the Final Terms)] on the respective Valuation Date.]

[The Reference Price is specified in the table in the Annex to this summary.]

C.20

Type of the underlying and description where information on the underlying can be found

The [Underlying] [Underlyings] [is a[n]][are the] [Share[s]][Index] [Indices][Commodity][Commodities] as specified in the table in the Annex to this summary.

For further information about [the [Underlying][Underlyings] and] the past and the future performance of the [Underlying] [Underlyings] and its [their] volatility, please refer to the Website, as specified in the table below (or any successor website).

D. RISKS

D.2

Key information on the key

Potential investors should be aware that in the case of the occurrence of one of the below mentioned risk factors the securities may decline in

	risks that are specific to the Issuer	value and that they may sustain a total loss of their investment. • Macroeconomic Risk Risks from a deterioration in the macroeconomic development and/or the financial markets and from geopolitical uncertainties.
		• Systemic Risk
		Risks from disruptions or the functional collapse of the financial system or parts of it.
		• Credit Risk
		(i) Risks from changes in the credit rating of a contracting party (borrower, counterparty, issuer or country); (ii) Risks from a deterioration of the overall economic situation and negative effects on the demand for credit and the solvency of the borrowers of HVB Group; (iii) Risks from a decrease in value of credit collateral; (iv) Risks from derivative/trading business; (v) Risks from intra-Group exposures; (vi) Risks from government bonds held by the bank.
		• Market Risk
		(i) Risk for trading and banking books from a deterioration in market conditions; (ii) Interest rate and exchange rate risks from the general banking business.
		• Liquidity Risk
		(i) Risk that the bank will not be able to meet its payment obligations in full or on time; (ii) Risks from the procurement of liquidity; (iii) Risks from intra-Group liquidity transfers; (iv) Market liquidity risk.
		• Operational Risk
		(i) Risk of losses resulting from flawed internal processes or systems, human error or external events; (ii) IT risks; (iii) Risks from fraud; (iv) Legal and tax risks; (v) Compliance risk.
		• Business Risk
		Risks of losses arising from unexpected negative changes in the business volume and/or margins.
		• Real estate Risk
		Risk of losses resulting from changes in the fair value of the real estate portfolio of HVB Group.
		• Financial investment risk
		Risk of decreases in the value of the investment portfolio of the HVB Group.
		• Reputational Risk
		Risk of a negative P/L effect caused by adverse reactions by stakeholders due to a changed perception of the bank.
		• Strategic Risk
		(i) Risk that results from management being slow to recognise important developments in the banking sector or drawing false conclusions about these trends; (ii) Risks arising from the strategic orientation of HVB Group’s business model; (iii) Risks arising from the consolidation of the banking market; (iv) Risks arising from changing competitive conditions in the German financial sector; (v) Risks arising from a change in HVB’s rating.
		• Regulatory Risks

		(i) Risks arising from changes to the regulatory and statutory environment of HVB Group; (ii) Risks arising from the introduction of new charges and taxes to stabilize the financial markets and involve banks in the sharing of costs for the financial crisis; (iii) Risks in connection with potential resolution measures or a reorganisation proceeding. • Pension risk Risk that the pension provider will have to provide additional capital to service the vested pension commitments. • Risks arising from outsourcing activities Cross-risk-type, which affects the following risk types in particular: operational risk, reputational risk, strategic risk, business risk, credit, market and liquidity risk. • Risks from concentrations of risk and earnings Risks from concentrations of risk and earnings indicate increased potential losses and represent an business-strategy risk for the Bank. • Risks from the stress testing measures imposed on HVB Group The business performance of HVB Group could be negatively affected in case of a poor stress test performance by HVB Group, HVB, UniCredit S.p.A. or one of the financial institutions with which they do business. • Risks from inadequate risk measurement models It is possible that the internal models of HVB Group could be rated as inadequate following investigations or verification through the regulatory authorities, or that they could underestimate existing risks. • Unidentified/unexpected risks HVB Group could incur greater losses than those calculated with the current risk management methods or losses previously left out of its calculations entirely.
D.6	Key information on the key risks that are specific to the securities	In the opinion of the Issuer, the key risks described below may, with regard to the Security Holder, adversely affect the value of the Securities and/or the amounts to be distributed (including the delivery of any quantity of Underlyings or its components to be delivered) under the Securities and/or the ability of Security Holders to sell the Securities at a reasonable price prior to the maturity date of the Securities.
		• Potential conflicts of interest
		The risk of conflicts of interest (as described in E.4) is related to the possibility that the Issuer, distributors or any of their affiliates, in relation to certain functions or transactions, may pursue interests which may be adverse to or do not regard the interests of the Security Holders.
		• Key risks related to the Securities
		Key risks related to the market
		Under certain circumstances a Security Holder may not be able to sell his Securities at all or at an adequate price prior to their redemption.
		The market value of the Securities will be affected by the creditworthiness of the Issuer and a number of other factors (e.g., exchange rates, prevailing interest and yield rates, the market for similar securities, the general econonmic, political and cyclical conditions, the tradeability of the Securities and Underlying-related factors) and may be

substantially lower than the Purchase Price.

Security Holders may not rely on being able to sufficiently hedge against price risks arising from the Securities at any time.

Key risks related to the Securities in general

The Issuer may possibly fail to perform its obligations under the Securities in whole or in part, e.g., in case of an insolvency of the Issuer or due to governmental or regulatory interventions. Such risk is not protected by a deposit protection scheme or any similar compensation scheme.

An investment into the Securities may be illegal or unfavourable for a potential investor or not suitable, with regard to his knowledge or experience and his financial needs. The real rate of return of an investment into the Securities may be reduced or may be zero or even negative (e.g., due to incidental costs in connection with the purchase, holding and disposal of the Securities, future money depreciation (inflation) or tax effects). The redemption amount may be less than the Issue Price or the respective purchase price and, under certain circumstances, no interest or ongoing payments will be made.

The proceeds from the Securities may possibly not be sufficient to make interest or principal payments arising from a financing purchase of the Securities and require additional capital.

Risks related to Underlying-linked Securities

Risks arising from the influence of the Underlying or its components on the market value of the Securities

The market value of the Securities and the amounts payable under the Securities significantly depend on the price of the Underlying. It is not possible to predict the price development of the Underlying or its components in the future. Additionally, the market value of the Securities will be affected by a number of Underlying-related factors.

Risks arising from the fact that the observation of the Underlying or its components occurs only at specified dates or times or periods

Risks due to open-end structure

Securities may be issued without a fixed term. Security Holders have no claim for repayment until a call right of the Issuer or the Exercise Right of the Security Holder has been exercised.

Risks related to a Ratio

Risks related to a Maximum Amount

The potential return from the Securities may be limited.

Currency and Currency Exchange Rate risk with respect to the Underlying or its components

If the Underlying or its components are denominated in a currency other than the Specified Currency, there is a Currency Exchange Rate risk, as long as it is not excluded in the relevant Final Terms.

Risks related to Adjustment Events

Risks releated to structure specifics

Risks related to Call and Put Securities

Risks related to the Knock-out Barrier

If a Knock-out Event occurs, early redemption occurs at the predefined Knock-out Amount which may be significantly lower than the Differential Amount. Investors may suffer a total loss of their investment.

Risks related to the Minimum Exercise Amount

If the Final Terms provide that a certain number of Securities is requried in order exercise the Securities, a Security Holder may be unable to exercise some of his Securities.

Risks related to Securities which provide for a constant adjustment of certain variables

Additional risks related to Call and Put X-Turbo Securities and Call and Put X-Turbo Open End Securities

Risks arising from an Issuer’s Regular Call Right

Risks arising from the Exercise Right of Security Holders

Risks related to Call Events

suffer a partial or total loss of its invested capital even if the Securities provide for a conditional minimum payment.

Risks related to Market Disruption Events

The Calculation Agent may defer valuations and payments and make determination in its reasonable discretion. Security Holders are not entitled to demand interest due to such delayed payment.

• Key risks related to the Underlying or its components

General risks

No rights of ownership of the Underlying or its Components

[Key risks related to shares

The performance of Share-linked Securities depends on the performance of the respective shares, which may be subject to certain factors. Dividend payments may have an adverse effect on the Security Holder. [The holder of the depository receipts may lose the rights to the underlying shares certified by the participation certificate.]]

[Key risks related to indices

[The performance of Index-linked Securities with an index which relates to futures contracts primarily depends on the performance of the respective futures contract which is subject to certain influencing factors. Price differences (e.g., in case of a roll over) with regard to different terms may have a negative effect on the Securities. Furthermore, prices of futures contracts may differ substantially from the spot prices.]]

[Key risks related to commodities

The performance of Commodity-linked Securities is depending on the performance of the respective commodity, which is subject to certain influencing factors. An investment in commodities is associated with higher risks than investments in other asset classes. The trading on a global basis almost non-stop in various time zones may lead to different prices in different places, which are not all relevant for the calculation of the Securities.]

The Securities are not capital protected. Investors may lose the value of their entire investment or part of it.

E. OFFER

E.2b

Reasons for the offer and use of proceeds when different from making profit and/or hedging certain risks

Not applicable; the net proceeds from each issue of Securities will be used by the Issuer for its general corporate purposes.

E.3

Description of the terms and conditions of the offer

[Day of the first public offer: [Insert]]

[Start of the new public offer: [Insert] [(continuance of the public offer of previously issued securities)] [(increase of previously issued securities)].]

[The Securities are [initially] offered during a Subscription Period[, and continuously offered thereafter]. Subscription Period: [Insert start date of the subscription period] to [Insert end date of the subscription period].]

[A public offer will be made in [France] [and] [Italy].] [The smallest transferable unit is [Insert].]

[The smallest tradable unit is [Insert].]

[The Securities will be offered to [qualified investors][,] [and/or] [retail investors] [and/or] [institutional investors] [by way of [private placements] [public offerings]] [by financial intermediaries].]

[As of the [day of the first public offer] [start of the new public offer] the Securities described in the Final Terms will be offered on a continuous basis.]

[The continuous offer will be made on current ask prices provided by the Issuer.]

[The public offer may be terminated by the Issuer at any time without giving any reason.]

[No public offer occurs. The Securities shall be admitted to trading on an organised market.]

[Application to listing [will be] [has been] made as of [Insert expected date] on the following markets: [Insert relevant market(s)].]

[The Securities are already traded on the following markets: [Insert relevant market(s)].]

E.4

Any interest that is material to the issue/offer including conflicting interest

Any distributors and/or its affiliates may be customers of, and borrowers from the Issuer and its affiliates. In addition, any of such distributors and their affiliates may have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer and its affiliates in the ordinary course of business.

[With regard to trading of the Securities the Issuer has a conflict of interest being also the Market Maker on the [Insert relevant regulated or (an) unregulated market(s)];] [moreover] [[T][t]he [Insert relevant regulated or (an) unregulated market(s)] is organized and managed by [Insert name], a company in which UniCredit S.p.A. – the Holding Company of UniCredit Bank AG as the Issuer – has a stake in.] [The Issuer is also the arranger and the Calculation Agent of the Securities.] [The Issuer or any of their affiliates may act as a calculation agent or

paying agent.]

Besides, conflicts of interest in relation to the Issuer or the persons entrusted with the offer may arise for the following reasons:

• The Issuer specifies the Issue Price.

• The Issuer and one of its affiliates act as Market Maker of the Securities (however, no such obligation exists).

• Distributors may receive inducements from the Issuer.

• The Issuer, any Distributor and any of their affiliates act as Calculation Agent or Paying Agent in relation to the Securities.

• From time to time, the Issuer, any Distributor and any of its affiliates may be involved in transactions on their own account or on the account of their clients, which affect the liquidity or the price of the Underlying or its components.

• The Issuer, any Distributor and its affiliates may issue securities in relation to the Underlying or its components on which already other securities have been issued.

• The Issuer, any Distributor and any of their affiliates may engage in business activities with the issuer of the Underlying or its components, its affiliates, competitors or guarantors.

• [The Issuer or one of its affiliates acts as index sponsor, index calculation agent, index advisor or index committee.]

E.7

Estimated expenses charged to the investor by the Issuer or the distributor

[Selling Concession: [An upfront fee in the amount of [Insert] is included in the Issue Price.] [Insert details]]

[Other Commissions: [Insert details]]

[Not applicable. No such expenses will be charged to the investor by the Issuer or a distributor. However, other charges like custody fees or transaction fees might be charged.]

ANNEX TO THE SUMMARY

[WKN] [ISIN] (C.1)	[Final Valuation Date (C.16)]	[Final Payment Date (C.16)]	Under- lying[1] (C.20)	[Underlyin g2 (C.20)]	Reference Price (C.19)	Website (C.20)
[Insert]	[Insert]	[Insert]	[Insert	[Insert	[Insert]	[Insert]
			name of	name of
			Underlying	Underlying
			and, if	and, if
			applicable,	applicable,
			ISIN]	ISIN]

RISK FACTORS

The following is a disclosure of Risk Factors that, in the opinion of UniCredit Bank AG as issuer (the "Issuer"), are material with respect to the Issuer and to the securities issued under this base prospectus (the "Base Prospectus") (the "Securities") in order to assess the risk associated with these Securities. Moreover, further risks that are currently unknown or currently believed to be not material may also have a negative impact on the value of the Securities. Potential investors should be aware that the Securities may decline in value and that the sum of amounts distributed under the Securities may be below the value that the respective Security Holder spent for the purchase of the Securities (including any Incidental Expenses) (the "Purchase Price"). As a result, the respective Security Holder may sustain a partial loss (e.g. in the case of an unfavourable performance of the Underlying or its components) or total loss (e.g. in the case of a substantially unfavourable performance of the Underlying or of an insolvency of the Issuer) of his investment.

The Base Prospectus, including these risk factors, and relevant final terms of the Securities (the "Final Terms") do not replace a professional consultation with a potential investor’s house bank or financial adviser. However, potential investors should carefully consider these Risk Factors before making a decision to purchase any Securities in any case.

Potential investors should consider all information provided in (a) this Base Prospectus and in any supplements thereto, (b) the registration document of UniCredit Bank AG dated 24 April 2015 (the "Registration Document"), the information of which is incorporated herein by reference, (c) all documents the information of which is incorporated in the Base Prospectus by reference, and

(d) the relevant Final Terms. An investment in the Securities is only suitable for investors, who understand the nature of such Securities and the extent of the incorporated risk and who have sufficient knowledge, experience and access to professional advisors (including their financial, legal and tax advisors) in order to form their own legal, tax and financial opinion upon the existing risks in relation to the Securities. Furthermore, potential investors should be aware that the risks described below may arise separately or cumulatively in combination with other risks and may possibly have mutually reinforcing effects. The order of the risks described below does not imply any statement about the likelihood of occurrence of each risk or the degree of influence of such risk factor on the value of the Securities.

"Security Holder" means the holder of a Security.

In the opinion of the Issuer, the significant risks described below may adversely affect the value of the Securities and/or the amounts to be distributed (including the delivery any quantity of the Underlying or its components to be delivered) under the Securities and/or the ability of Security Holders to sell the Securities at a reasonable price prior to the maturity date of the Securities:

A. Risks related to the Issuer

The risk factors related to the Issuer included in the Registration Document of UniCredit Bank AG dated 24 April 2015 are hereby incorporated by reference into this Base Prospectus. A list setting out the information incorporated by reference is provided on page 178 et seq.

Potential investors should consider the information within the section entitled "Risk Factors" of the Registration Document. This section contains information on risks which may affect the assets, liabilities and the financial position of the Issuer and its ability to fulfil its obligations arising from the Securities.

B. Risks related to potential conflicts of interest

1. General potential conflicts of interest

The Issuer, a financial institution or a financial intermediary with whom the Issuer has entered into a distribution agreement (the "Distributor") or any of their affiliates may, in connection with the below mentioned functions or transactions, as the case may be, pursue interests, which may be

adverse to the interests of the Security Holders or do not take them into account (the "Conflicts of Interest").

Potential conflicts of interest related to the Issue Price

The Securities will be offered at a price determined by the Issuer (the "Issue Price"). The Issue Price is based on internal pricing models of the Issuer and may be higher than the market value of the Securities. The Issue Price may contain, beside upfront, management or other fees, an additional premium that may not be obvious to the Security Holders. Such an additional premium depends on several factors, particularly on the volume of the Securities of each series as well as current and expected market conditions and market outlooks as of the time of the issuance of the Securities. The premium will be added to the original mathematical value of the Securities and may differ between each issue of the Securities as well as from the premiums charged by other market participants.

Potential conflicts of interest related to market maker activities

The Issuer, any of its affiliates and any other company that the Issuer has appointed as market maker (each a "Market Maker"), may, but is not obliged to, undertake market making activities for the Securities. "Market Making" means that the Market Maker, under normal market conditions, continuously quotes bid and offer prices at which it is willing to trade the Securities in a certain volume. Through Market Making the liquidity and/or the value of the Securities may substantially be influenced. The prices quoted by a Market Maker may, to the detriment of the investor, substantially deviate from the mathematical (intrinsic) value of the Securities and usually do not correspond to the prices which would have been formed without Market Making and in a liquid market.

Potential conflicts of interest related to Distributors and inducements

From the Issuer Distributors may receive certain inducements in form of turnover-dependent placement- and/or management fees. Placement fees are one-off payments which, alternatively, may be granted by the Issuer in the form of an appropriate discount on the Issue Price. On the other hand, payment of management fees is recurring and dependant on the volume of the outstanding Securities at the given point of time placed by the relevant Distributor. The amount of the relevant inducement will be agreed between the Issuer and the relevant Distributor, may be subject to change and may differ with respect to the individual Distributor and Series of Securities.

Potential conflicts of interest related to the the function as calculation agent or paying agent

The Issuer, any Distributor or any of their affiliates may act as a calculation agent or paying agent in relation to the Securities. In this function, the relevant entity may, inter alia, calculate amounts to be distributed under the Securities and make adjustments or other determinations, as described in the Final Terms, by i.e. exercising reasonable discretion (Section 315 German Civil Code, Bürgerliches Gesetzbuch, "BGB"). The aforementioned calculations, adjustments and determinations may adversely influence the value of, and/or the amounts to be distributed under the Securities and may be adverse to the interests of the respective Security Holder.

2. Potential conflicts of interest related to Underlying-linked Securities

The Securities are linked to the performance of an underlying (the "Underlying") or its components, as the case may be. In this context, the following additional conflicts of interest may exist:

Potential conflicts of interest related to additional transactions

The Issuer, any Distributor or any of its affiliates may from time to time, without regard to the interests of the Security Holders, participate in transactions involving shares or other securities, fund shares, future contracts, commodities, indices, currencies or derivatives for their own account or for the account of their customers. Additional transactions may result in further, liquidity constraints of the Underlying or its components, in particular, following hedging transactions in Underlyings with an already restricted liquidity.

Potential conflicts of interest related to the issuance of additional securities linked to the same Underlying or to its components

The Issuer, any Distributor and any of its affiliates may issue securities with respect to the Underlying or its components on which securities already have been issued. This increases the offer and, therefore, may limit the possiblity to trade the Securities in case of limited demand. An issuance of such new competing securities may, therefore, adversely affect the tradability of the Securities.

Potential conflicts of interest related to Underlying-related information

In the course of their business activities or otherwise, the Issuer, any Distributor or any of their affiliates may be in possession of or may acquire important Underlying-related information (also not publicly available) over the term of the Securities. The issuance of Securities does, in particular, not create any obligation to disclose such information (whether or not confidential), which is related to the Underlying or to its components, to the Security Holders, or to consider such information in the course of the issuance of the Securities.

Potential conflicts of interest related to business activities

The Issuer, any Distributor or any of their affiliates may, without regard to the interests of the Security Holders, deal with other issuers, any of their affiliates, competitors or any guarantor and engage in any kind of commercial or investment banking or other business activities. Any such action may, with respect to the Security Holders, adversely affect the price of the Underlying or its components.

Potential conflicts of interest related to other functions of the Issuer

The Issuer, any Distributor and any of their affiliates may, without regard to the interests of the Security Holders, act as a member of a syndicate of banks, as financial advisor or as a bank of another issuer. In the course of the aforementioned functions actions may be taken or recommendations may be made which, with respect to the Security Holders, may adversely affect the Underlying or its components.

C. Risks related to the Securities

1. Risks related to the market

Risk that no active trading market for the Securities exists

There is a risk that the Securities may not be widely distributed and no active trading market (the "Secondary Market") may exist and may develop for the Securities.

The Issuer is not obliged to make applications for the Securities to be admitted to the regulated market of any stock exchange or to be listed on any other exchange, market or trading system within the European Economic Area. Even if the Issuer makes such application, there is no assurance that such applications will be accepted or that an active trading will develop or be maintained. If the Securities are not traded on any stock exchange or any other market or trading system, pricing information for the Securities may in addition be more difficult to obtain.

Neither the Issuer nor any Distributor or any of its affiliates is obliged to undertake any Market Making activities. There is also no obligation to appoint a Market Maker or to continue a Market Making during the whole term of the Securities. If there is no Market Maker, or Market Making is only made to a limited extent, the Secondary Market in the Securities may be very limited.

Neither the Issuer nor any Distributor can therefore assure that a Security Holder will be able to sell his Securities at an adequate price prior to their redemption.

Risk related to a possible repurchase of the Securities

The Issuer may, but is not obliged to, purchase Securities at any time and at any price in the open market, by tender offer or private agreement. Any Securities purchased in this way by the Issuer

may be held, resold or cancelled. A repurchase of Securities by the Issuer may adversely affect the liquidity of the Securities.

Risk related to the offering volume

The issue volume described in the Final Terms does not allow any conclusion on the volume of the Securities actually issued or outstanding at any time and thus on the liquidity of a potential Secondary Market.

Risks related to a sale of the Securities prior to the maturity date

Prior to the redemption of the Securities, the Security Holders may only be able to realise the value, represented by the Securities, through a sale of the Securities in the Secondary Market. The price at which a Security Holder may be able to sell his Securities may be substantially lower than the nominal amount or the Purchase Price. In the case of a sale of the Securities at a certain point of time at which the market value of the Securities is below the Purchase Price paid, the respective Security Holder will be suffering a loss. Costs associated with the sale of the Securities in the Secondary Market (e.g. order fees or trading venue fees) may in addition increase the loss.

Risks related to market value-influencing factors

The market value of the Securities will be affected by a number of factors. These are inter alia the creditworthiness of the Issuer, the relevant prevailing interest and yield rates, the market for similar securities, the general economic, political and cyclical conditions, the tradability and, if applicable, the remaining term of the Securities as well as additional Underlying-related market value-influencing factors (as described in Risks arising from the influence of the Underlying or its components on the market value of the Securities). These factors may be mutually reinforcing.

Risks related to the spread between bid and offer prices

During extraordinary market situations or the occurrence of technical disruptions, the Market Maker for the Securities may temporarily suspend the quotation of bid and offer prices for the Securities or increase the spread between bid and offer prices. Should the Market Maker in special market situations be unable to conclude transactions to hedge against price risks resulting from the Securities, or when such transactions are very difficult to conclude, the spread between the bid and offer prices may be expanded in order to limit its economic risk.

Currency and Currency Exchange Rate risk with respect to the Securities

If the Securities are denominated in a currency (the "Specified Currency") other than the currency of the jurisdiction where a Security Holder is domiciled or where the Security Holder seeks to receive funds, there is a Currency Exchange Rate risk (as described in Currency Exchange Rate risk). Currencies may also be devalued or replaced by a different currency whose development cannot be predicted.

Currency Exchange Rate risk

Exchange rates between currencies (the "Currency Exchange Rates") are determined by factors of supply and demand in the international currency markets and are influenced by macro- economic factors, speculations and interventions by the central banks and governments as well as by political factors (including the imposition of currency controls and restrictions). In addition there are other factors (e.g. psychological factors) which are almost impossible to predict, (e.g. a crisis of confidence in the political regime of a country) and which also may have a material impact on a Currency Exchange Rate. Currencies may be very volatile. There may be an increased risk in connection with currencies of countries whose standard of development is not comparable to the standard of the Federal Republic of Germany or of other industrialized countries (the "Industrialized Countries"). In the case of any irregularities or manipulations in connection with the fixing of Currency Exchange Rates, this may have a material adverse effect on the Securities.

Risks related to hedging transactions with respect to the Securities

Security Holders may not rely on being able to sufficiently hedge against price risks arising from the Securities at any time. Their ability to make transactions to preclude or limit such price risks will depend on, inter alia, the relevant prevailing market conditions. In some cases there may be no suitable transactions available at a certain point of time or Security Holders may conclude transactions only at a market price that is disadvantageous to them.

2. Risks related to the Securities in general

Credit risk of the Issuer

The Securities constitute unsecured obligations of the Issuer vis-a-vis the Security Holders. Any person who purchases the Securities therefore relies on the creditworthiness of the Issuer and has, in relation to his position under the Securities, no rights or claims against any other person. Security Holders are subject to the risk of a partial or total failure of the Issuer to fulfil obligations which the Issuer is liable to perform under the Securities in whole or in part, for example, in the event of the Issuer’s insolvency. The worse the creditworthiness of the Issuer is the higher is the risk of a loss. Such risk is not protected by a statutory deposit protection, the deposit protection scheme of the Association of German Banks (Einlagensicherungsfonds des Bundesverbandes deutscher Banken), the Compensation Fund of German Banks (Entschädigungseinrichtung deutscher Banken GmbH) or any similar compensation scheme. In the case of realization of the credit risk of the Issuer the Security Holder may sustain a total loss of his capital.

Possible limitations of the legality of purchase and lack of suitability of the Securities

There is the risk, that an investment in the Securities is illegal, unfavourable or not suitable for a potential investor.

The purchase, holding and/or disposal of certain Securities may, for certain investors, be prohibited, limited or associated with adverse regulatory or other consequences. It inter alia cannot be ruled out that the specific investor is restricted or not entitled to invest in the Securities due to supervisory regulations or that the investment is attached to special reporting or notification requirements (e.g. with respect to certain funds).

Additionally, the purchase or holding of Securities may be excluded or unsuitable under civil law agreements (i.e. if eligibility as trustee stock (Mündelsicherheit) is required) or may not be fully consistent with all investment policies, guidelines and restrictions applicable to it.

An investment in the Securities requires detailed knowledge of the features of the relevant Security. Thus, potential investors should have experience with investing in structured securities and the risks associated therewith. An investment in the Securities is only suitable for investors who

• have sufficient knowledge and experience in financial and business affairs to evaluate the merits and risks as well as the suitability of an investment in structured securities;

• have the ability to evaluate the merits and risks in the context of their financial situation on the basis of appropriate analytical tools or, in case of lack of knowledge, have the possibility to take respective professional advice;

• are able to bear the economic risk of an investment in structured securities for an indefinite period, and

• are aware that it may, during a substantial period of time or even at all, not be possible to sell the Securities.

Under consideration of the characteristics of the Securities and the substantial risks inherent in purchasing the Securities, the Securities may also not be an economically appropriate investment.

As a result, each potential investor must determine, based on its own independent review and, if applicable, professional advice, if the purchase, holding and disposal of the Securities fully

complies with the investor's legal requirements, knowledge and experience and financial needs, objectives and circumstances (or if the investor is acquiring the Securities in a fiduciary capacity, the trustee).

Risks arising from financial markets turmoil as well as governmental or regulatory interventions

Turmoil in the international financial markets may also in the future adversely affect inflation, interest rates, the Underlying and its components, the amounts to be distributed under the Securities or the value of the Securities and result in extensive governmental and regulatory interventions.

As a reaction to the financial market crisis which begun in 2007, the European and the German legislator enacted or planned several directives, regulations and laws which might affect the Security Holders. In particular, Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms (the "Resolution Directive") contains additional or amended regulatory provisions which may affect the Issuer and the Securities issued. The Resolution Directive’s provisions have already been implemented into German law (BRRD- Umsetzungsgesetz), providing as a key element a national law for the recovery and resolution of institutions and financial groups (German Recovery and Resolution Act, Sanierungs- und Abwicklungsgesetz) which is already in force and which enhances the former provisions contained in the German Banking Act (Kreditwesengesetz, the "KWG"). Besides, the Regulation (EU) No. 806/2014 of the European Parliament and the Council of 15 July 2014 establishing uniform rules and a uniform mechanism for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund (the "SRM Regulation"), whose provisions will mainly be applicable of 1 January 2016 without further implementation into national law, provides certain resolution tools; these are e.g., a reduction of liabilities or their transformation into equity, a transfer of claims and/or liabilities of the affected institution or even a resolution of the affected institution. These resolution tools may have a substantial effect on the rights of the Security Holders and may have a material adverse effect on the enforcement of the Security Holders’ claims. Instead of the respective national authority (or in case of a cross-border group resolution, the authority responsible for the group resolution), the board established with respect to an uniform resolution pursuant to Art. 42 SRM Regulation will execute tasks and exercise competences stipulated by the SRM Regulation. In particular, the Issuer may be subject to the following measures which might also affect the Security Holders.

The Issuer may be subject to a restructuring or reorganisation procedure pursuant to the German Act on the Reorganisation of Credit Institutions (Kreditinstitute-Reorganisationsgesetz, the "KredReorgG"). While a restructuring procedure generally may not interfere with rights of creditors, the reorganisation plan established under a reorganisation procedure may provide measures that affect the Security Holder’s rights as the credit institution's creditor against its will, including a reduction of existing claims or a suspension of payments. The Security Holders’ rights may be adversely affected by the reorganisation plan which might be adopted irrespective of their particular voting behaviour by a majority vote.

The German Recovery and Resolution Act and the SRM Regulation provide tools which enable the competent supervisory or resolution authorities to restructure or dissolve credit institutions and investment firms if there is a potential default risk regarding the respective credit institution or investment firm and provided that the default risk may not be prevented by other effective means and the application of the tool serves the public interest. These resolution tools, in accordance with the Resolution Directive, include among others a "bail-in" instrument enabling the competent resolution authority to convert relevant capital instruments or certain eligible liabilities into shares or common capital tier 1 capital instruments or to write them down in whole or in part. By suspension, modification and termination (in whole or in part) of the rights under the Securities, the resolution tools may materially affect the rights of the Security Holders. The extent, to which the claims resulting from the Securities forfeit due to the "bail-in" instrument, depends on a number of factors, on which the Issuer potentially has no influence.

If the resolution conditions are met, the competent resolution authority may as an alternative to a resolution issue a transfer order pursuant to which the Issuer would be forced to transfer its shares or assets and liabilities in whole or in part to a so-called bridge bank or an asset management company. In the context of a transfer order, the Issuer as initial debtor of the Securities may be replaced by another debtor (which may have a fundamentally different risk tolerance or creditworthiness than the Issuer). Alternatively, the claims may remain towards the initial debtor, but the situation regarding the debtor's assets, business activity and/or creditworthiness may not be identical to the situation prior to the transfer order.

The German draft law adapting the national banking resolution law to the single resolution mechanism and the European legislation on banking levies (Abwicklungsmechanismusgesetz) provides that claims resulting from certain uncollateralised debt instruments (such as bearer bonds) which are not subject to any other contractual or statutory subordination, in case of insolvency proceedings of the Issuer, may be subordinated to other uncollateralised receivables from the Issuer. Debt instruments with a derivative redemption or interest amount (if payments are not merely related to a fix or floating reference rate) or with a non-cash redemption shall be excluded; the precise scope of the provision has not yet been finaly clarified. As a consequence of such subordination, in case of a resolution scenario, a "bail-in" instrument may be applied to the Securities before its application to any other uncollateralised receivables and Security Holders must expect a material deterioration of their quota relating to the distribution of proceeds in an insolvency proceeding of the Issuer.

The German Act on the Ring-Fencing of Risks and for the Wind-Down of Credit Institutions and Financial Groups (Gesetz zur Abschirmung von Risiken und zur Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen - Trennbankengesetz) incorporates provisions into the KWG providing that, even without the occurrence of a resolution or recovery event, credit institutions may be obliged to transfer positions which are regarded by the legislator as being “risk inherent” to a legally and financially independent financial trading institution if having reached certain thresholds (separation of banking activities). Furthermore, the competent authority may, from 1 July 2016 on, prohibit the Issuer from having further types of activities being carried out by specific institutions in order to avoid risks. The claims of the Security Holders may be negatively affected thereby including, in particular, that the Issuer as initial debtor of the Securities may be replaced by another debtor (who may have a completely different risk tolerance or creditworthiness than the Issuer). Alternatively, the claims may continue to be towards the Issuer, however, the situation with regard to the debtor’s assets, business activity and/or creditworthiness may not necessarily be the same as before the transfer xxxxx.Xx is planned that pursuant to the Regulation of the European Parliament and of the Council on structural measures improving the resilience of EU credit institution, , which are considered to be systemically important, shall be restricted by the competent authorities with regard to their business activities, including a prohibition of proprietary trading and the separation of certain trading activities. The draft of this regulation has been published by the European Commission on 28 January 2014. This could in the future - in comparison to the Trennbankengesetz – have further impairments in relation to the Issuer's ability to meet its obligations under the Securities.

The aforementioned measures may result in a default of all claims under the Securities and thus to a total loss of the investment of the Security Holder. There may be negative effects in the market value of the Securities even before the execution of such rights. In addition, the Issuer's assets may be withdrawn under these measures, which further adversely affects the ability of the Issuer to meet its payment obligations under the Securities.

Further impairments might result from European legislative activities regarding the improvement of resilience of EU credit institutions

It is generally not or only partly possible to predict future market turmoil, regulatory measures and further legislative projects.

Risks related to debt financing the purchase of the Securities

If the purchase of the Securities will be financed by uptake of foreign funds, the proceeds from the Securities may possibly not be sufficient to make interest or principal payments arising from a financing purchase of the Securities and require additional capital. Therefore, in such a case, potential investors should make sure in advance that they can still pay the interest and principal payments on the loan also in the event of a decrease of value or a payment delay or default with regard to the Securities. The expected return should be set higher since the costs relating to the purchase of the Securities and those relating to the loan (interest, redemption, handling fee) have to be taken into account.

Risks related to Incidental Costs

In connection with the purchase, holding and disposal of the Securities, incidental costs (the "Incidental Costs") may be incurred beside the purchase or sale price of the Securities. These Incidental Costs may significantly reduce or even eliminate any profit from the Securities.

If the purchase or sale of the Securities is not agreed between the purchaser and the Issuer or the Distributor, as the case may be, at a fixed price (the "Fixed Price"), commissions which are either fixed minimum commissions or pro-rata commissions, depending on the order value, will be charged upon the purchase and sale of the Securities. To the extent that additional – domestic or foreign – parties are involved in the execution of an order, for example domestic dealers or brokers in foreign markets, Potential investors may also be charged for the brokerage fees, commissions and other fees and expenses of such parties (third-party costs).

In addition to such Fixed Price and the costs directly related to the purchase of the Securities (direct costs), potential investors must also take into account any other costs in connection with the holding of the Securities. These include for example custody fees and additional costs if other foreign or domestic entities are involved in the custody.

Before investing in the Securities, potential investors should inform themselves about any Incidental Costs incurred in connection with the purchase, holding or sale of the Securities.

Inflation risk

Security Holders are exposed to the risk that the real yield from an investment in the Securities is reduced, equal to zero or even negative due to a future money depreciation (the "Inflation"). The higher the rate of Inflation, the lower the real yield on a Security. If the inflation rate is equal to or higher than the nominal yield, the real yield is zero or even negative.

Risks related to taxation

The return on the Securities may be reduced through the tax impact on an investment in the Securities. Potential investors and sellers of Securities should be aware that they may be required to pay taxes or other charges or duties in accordance with the laws and practices of the country where they are individually assessed for tax, to which the Securities are transferred to, in which the Securities are held or in which the paying agent is situated, or of any other jurisdiction. In some jurisdictions, no official statements, rulings and/or guidelines of the tax authorities or court decisions may be available for innovative financial instruments such as the Securities. Potential investors are advised not only to rely on the tax summary contained in this document but also to ask for their own tax advisors' advice on their individual taxation with respect to the acquisition, sale or redemption of the Securities. Only these advisors are in a position to duly consider the specific situation of the potential investor.

Payments on the Securities may be subject to a US withholding tax, e.g., pursuant to the US Foreign Account Tax Compliance Act ("FATCA"). Should, for example as a consequence of a non-compliance with certain certification, information reporting requirements with respect to its US accounts or other specified requirements by the Issuer, a withholding of taxes on interest, capital or other payments under the Securities occur in connection with such withholding taxation, then neither the Issuer, nor the Paying Agent or any other person will be obliged to pay a

compensation to the Security Holder. As a consequence, the Security Holder may receive a lower amount than without any such withholding or deduction.

Risk related to Securities with subscription period

In the case of Securities with a subscription period, the Issuer reserves the right to refrain from engaging in the issue prior to the issue date and to early terminate or extend the subscription period. In addition, the Issuer has the right, in its sole discretion, to reject subscription orders from potential investors in whole or in part.

Risks related to the Differential Amount

The Securities will be redeemed at their maturity at the Differential Amount specified in the Final Terms, if no early redemption occurs. The Differential Amount may be less than the Issue Price or the Purchase Price. This means, the Security Holder only achieves a return (subject to the influence of exchange rate and inflation risk) if the Differential Amount exceeds the individual Purchase Price of the Security Holder. The Differential Amount may also be lower than the nominal amount of the Securities or even zero.

Risks arising from missing ongoing payments

Unless otherwise specified in the applicable Final Terms, the Securities, do not bear interest or grant any other unconditional rights for ongoing payments which could compensate possible losses of principal.

Risks in connection with a later determination of features

The Final Terms may provide that either the Issue Price or other features of the Securities (such as a Strike or a Knock-Out Barrier) may be determined by the Issuer in accordance with Section 315 BGB or published at any point of time after the production of the Final Terms. Depending on the time and manner of any such determination, investors in the relevant Securities bear the risk that the potential return which is achievable from an investment in the relevant Securities do not match the expectations of the investor at the time of subscription or the risk profile does not match the risk expectations of the investor.

3. Risks related to Underlying-linked Securities

Amounts to be distributed under the Securities will be determined by reference to an Underlying or its components using a payment formula and other conditions, as specified in the Final Terms (the "Underlying-linked Securities"). This brings in addition to the risks that arise in connection with the Securities themselves, further significant risks which are not associated with a similar investment in a conventional fixed or floating rate bond with a claim for repayment of the nominal amount or a direct investment in the Underlying or its components. Potential investors should only invest in the Securities if they have fully understood the applicable payment formulas.

Risks arising from the influence of the Underlying or its components on the market value of the Securities

The market value of Underlying-linked Securities will in addition to the risks described in Risks related to market value-influencing factors be influenced by a number of additional factors.

The market value of the Securities as well as the amounts distributable under the Securities primarily depend on the price of the Underlying or its components, as the case may be. It is not possible to predict how the price of the Underlying or its components will develop in the future. The market value of the Securities may be subject to substantial fluctuations, since it will primarily be influenced by changes in the price of the Underlying or its components. The price of the Underlying or its components may also depend on a number of inter-related factors, including cyclical, economic, financial and political events and their general effect on capital markets and on the relevant stock exchanges.

Whilst the market value of the Securities is linked to the price of the Underlying or its components and may be adversely influenced by it, not any change may be equally influencing. There may also

be disproportionate changes in the value of the Securities. The value of the Securities may fall while at the same time the price of the Underlying or its components may increase in value.

In addition, the market value of the Securities inter alia is influenced by the variations in the intensity of the fluctuation of values (volatility) of the Underlying or its components, the interference (correlation) between various components of the Underlying, if any, and changes in the expected and actual dividend or other payments under the Underlying or its components. Moreover, even the failure of an expected change in the price of the Underlying or its components may adversely affect the market value of the Securities. These factors can reinforce or negate each other.

Risks arising from the fact that the observation of the Underlying or its components occurs only at specified dates or times or periods

The amounts to be distributed under the Securities may be considerably lower than the price of the Underlying or its components may have suggested. The observation of the price of the Underlying or its components relevant for the calculation of amounts to be distributed (including any quantity of Underlyings or its components to be delivered) under the Securities only occurs on one or more dates or during a specified period, as specified in the relevant Final Terms. In addition, in the Final Terms may be specified that for an observation of the price of the Underlying or its components only a certain point of time is relevant. Any prices of the Underlying or its components favourable for the relevant Security Holder that are outside of these dates, times or periods, will not be regarded. In particular, at a high volatility of the Underlying or its components, this risk can significantly increase.

Risks due to open-end structure

Call/Put Turbo Open End Securities, Call/Put X-Turbo Open End Securities and Call/Put Mini Futures Securities are issued without a fixed maturity. Instead, they will be valid for an indefinite period of time until the call right of the Issuer or the exercise right of the Security Holder is exercised. The Security Holders have no right that the Securities be redeemed until the aforementioned rights are exercised.

Risks related to a Ratio

A ratio (the "Ratio"), as specified in the Final Terms, may result in the Security being in economic terms similar to a direct investment in the relevant Underlying or its components, but being nonetheless not fully comparable with such a direct investment. In respect of the Security Holders, the application of a ratio may result in a reduced participation in a favourable development of the Underlying or its components or in an increased participation in an unfavourable development or the Underlying or its components, as the case may be.

Risks related to a Maximum Amount

A maximum amount (the "Maximum Amount"), as specified in the Final Terms, has the consequence that the potential return from the Securities is limited in contrast to a direct investment in the Underlying or its components. A participation in a favourable performance of the Underlying or its components beyond the Maximum Amount is excluded.

Currency and Currency Exchange Rate risk with respect to the Underlying or its components

If the Underlying or its components are denominated in a currency other than the Specified Currency, there is a Currency Exchange Rate risk (as described in Currency Exchange Rate risk), as long as it is not excluded in the relevant Final Terms. Currencies may also be devalued or replaced by a different currency whose development cannot be predicted.

Risks related to Adjustment Events

In the case of the occurrence of an adjustment event (the "Adjustment Event"), as specified in the Final Terms, the calculation agent is entitled to carry out adjustments according to the Final Terms in its reasonable discretion (§ 315 BGB) and/or to replace the Underlying or its components, as the case may be. Although these adjustments aim at retaining the economic situation of the Security

Holders unchanged to the largest extent possible, it cannot be guaranteed that such an adjustment only leads to a minimal negative economic impact. Adjustment Events may have a substantial negative impact on the value and the future performance of the Securities as well as on the amounts to be distributed (including any quantities of Underlyings or its components to be delivered) under the Securities and can change the structure and/or the risk profile of the Securities. If such adjustment in accordance with the Final Terms are impossible or not reasonable for the Issuer and/or the Security Holders, the Issuer may call the Securities and redeem them at their market value. As a result, the Security Holder is exposed to the risks as described in Risks arising from Call Events.

Risks related to structure specifics

Because of the leverage typical of the Securities, the performance of the Underlying may have a disproportionately strong adverse effect on the value of the Securities, culminating in the Securities becoming completely worthless. The Securities therefore involve disproportionate risks of loss compared to a direct investment in the Underlying.

The Securities usually do not carry dividend protection, if not specified otherwise in the Final Terms. Dividend deductions may therefore adversely affect the price performance of a Call Security because they reduce the price of the associated Underlying. If the relevant reference price of the Underlying is below (in the case of a Call Security) or above (in the case of a Put Security) the strike indicated in the Final Terms, or if the strike is identical to the relevant reference price of the Underlying, the market value of the Securities will be determined exclusively by their time value. The time value declines in relation to the time remaining to maturity. In this case the market value of the Securities will fall to zero by the last possible exercise date.

Risks related to Call and Put Securities

If, in the case of a Call Security (Call Warrants, Call Discount Warrants, Call Turbo Securities, Call Turbo Open End Securities, Call X-Turbo Securities, Call X-Turbo Open End Securities, Call Mini Future Securities), the price of the Underlying falls, holders of the Securities may be exposed to the risk that the value of their Securities will fall to a level which will result in the Security Holders suffering a total loss of their invested capital (i. e. the price paid for the Securities).

If, in the case of a Put Security (Put Warrants, Put Discount Warrants, Put Turbo Securities, Put Turbo Open End Securities, Put X-Turbo Securities, Put X-Turbo Open End Securities, Put Mini Futures Securities), the price of the Underlying rises, holders of the Securities may be exposed to the risk that the value of their Securities will fall to a level which will result in the Security Holders suffering a total loss of their invested capital (i. e. the price paid for the Securities). The relevant Differential Amount of put-Securities is limited since the relevant reference price of the Underlying can not exceed zero.

Therefore, potential investors should only purchase the Securities if they are able to bear the risk of losing the invested capital, including the transaction costs.

Risks related to the Knock-out Barrier

Call/Put Turbo Securities, Call/Put Turbo Open End Securities, Call/Put X-Turbo Securities, Call/Put X-Turbo Open End Securities and Call/Put Mini Futures Securities provide that an early redemption occurs if the price of the Underlying (e.g. in the case of continuous observation) is, in case of Call Securities, at any time on or below, or, in case of Put Securities, at any time on or above a certain threshold (so-called Knock-out Barrier) (the “Knock-out Event"). Upon the occurrence of a Knock-out Event, early redemption occurs at the predefined Knock-out Amount and not at the Differential Amount which is at least the Minimum Amount. In the case of Call/Put Mini Futures Securities, the Knock-out Amount depends on, among others, the amount received by the Issuer as a consequence of liquidating its hedging transactions. Therefore, there is a risk that any positive performance of the Underlying exceeding the Knock-out Amount will not be considered or reproduced. All of the above mentioned Securities also bear the risk that the Security Holder will upon receipt of the Knock-out Amount receive significantly less than in the

case of the payment of the Underlying related Differential Amount as a consequence of any (automatic, as the case may be) exercise or ordinary termination. Investors should be aware that the occurrence of a Knock-out Event will have negative consequences for them and that they may in case of a Knock-out Event suffer a partial or total loss of their investment.

Furthermore, the Security Holder bears the reinvestment risk of the prematurely received amount.

Risks related to the Minimum Exercise Amount

The Final Terms may provide that a certain number of Securities (the "Minimum Exercise Amount") or an integral multiple thereof is required in order to exercise the Securities. Should Security Holders acquire a smaller quantity or number of Securities which is not equal to a multiple of the Minimum Exercise Amount, a Security Holder may be unable to exercise some of his Securities. The value of the Securities that cannot be exercised will fall to zero.

Risks related to Securities which provide for a constant adjustment of certain variables

In the case of Call/Put Turbo Open End Securities, Call/Put X-Turbo Securities, Call/Put X-Turbo Open End Securities and Call/Put Mini Futures Securities, the Final Terms may specify that the strike and/or the Knock-out Barrier which are used to determine the amounts payable under the Final Terms will be subject to constant adjustment, e.g. in order to reflect market developments such as an increased volatility of the Underlying, dividend payments or financing costs.

These adjustments may result in a significant reduction of the amounts payable under the Securities and thus may adversely affect the value of the Securities. The adjustments may also result in a Knock-out Event (see the above paragraph "Consequences of the Knock-out Barrier"), resulting in an increased risk of an occurrence of a Knock-out Event for these securities.

Increased risk of occurrence of a knock-out event related to Call and Put X-Turbo Securities and Call and Put X-Turbo Open End Securities

In the case of Call or Put X-Turbo Securities and Call or Put X-Turbo Open End Securities that are linked to the DAX®, MDAX® or TecDAX® (performance) index or a comparable index, not only the price of the relevant index but also the price of the X-DAX®, X-MDAX® or, respectively, X- TecDAX® (performance) index or the relevant comparable index will be relevant in order to determine whether a Knock-out Event has occurred. As a consequence of the observation of both indices, the period during which a Knock-out Event may occur is considerably longer than in the case of a classic Call or Put Turbo Security, and consequently the risk that a Knock-out Event may occur is proportionately higher.

Increased risk of strong price fluctuations related to Call and Put X-Turbo Securities and Call and Put X-Turbo Open End Securities

The risk that prices may fluctuate strongly and, therefore, the risk that a Knock-out Event may occur is higher with the X-DAX®, X-MDAX® or X-TecDAX® (performance) index as compared to the DAX®, MDAX® or TecDAX® (performance) index. This risk results from the event-driven calculation method applied to the respective X-index, while at the same time the liquidity of the DAX, MDAX or TecDAX futures contract underlying the corresponding X-index is usually lower.

Calculation of the differential amount exclusively on the basis of the DAX®, MDAX® or TecDAX® (performance) index related to Call and Put X-Turbo Securities and Call and Put X- Turbo Open End Securities

The Differential Amount will be calculated exclusively on the basis of the DAX®, MDAX® or TecDAX® (performance) index. The X-DAX®, X-MDAX® or X-TecDAX® (performance) index will not be taken into account for this purpose. Should the price of the X-DAX®, X-MDAX® or X- TecDAX® (performance) index be more favourable for a holder of Securities on the relevant valuation date than that of the DAX®, MDAX® or TecDAX® (performance) index, it will not be used for the purposes of calculating the Differential Amount.

Risks arising from an Issuer's Regular Call Right

Call/Put Turbo Open End Securities, Call/Put X-Turbo Open End Securities and Call/Put Mini Futures Securities are not issued with a fixed maturity but will be valid for an indefinite period of time until the call right of the Issuer or the put right of the Security Holder is exercised. These Securities contain a regular call right of the Issuer (the "Regular Call Right"), i.e. they may be redeemed by the Issuer on certain call dates (the "Call Dates") as specified in the Final Terms, by giving notice to the Security Holders. This will result in the Security Holder in such case receiving the Differential Amount which is dependent upon the performance of the Underlying. The Issuer exercises the Regular Call Right within its sole discretion, it may also terminate as of a Call Date on which the price of the Underlying is unfavourable for a Security Holder, i.e. where the price of the Underlying is substantially lower than at the time of the purchase of the Securities by a Security Holder. This will have the consequence that the exercise of the Issuer's Regular Call Right results in a lower Differential Amount or in no higher amount than the Minimum Amount. Furthermore, the Security Holder bears the risk that the expectations for an increase of the market value of the Securities will no longer be met because of such ordinary termination. At the time of the exercise of the Regular Call Right, the price of the Underlying may be substantially lower than its price at the time of the purchase of the Securities by a Security Holder. From the time of the exercise of the Regular Call Right the remaining term of the Securities is limited until the respective Call Date. In this case, the Security Holders may not be able to hold the Securities until the price of the Underlying has recovered. Upon a termination of the Securities, the Security Holders no longer have a possibility to participate in any further performance of the Underlying. Security Holders should be aware that they may in case of an exercise of the Regular Call Right suffer a partial or total loss of their invested capital.

Risks arising from the Exercise Right of Security Holders

Call/Put Turbo Open End Securities, Call/Put X-Turbo Open End Securities and Call/Put Mini Futures Securities are issued without a fixed maturity and will be valid for an indefinite period of time until the exercise of the Exercise Right by the Security Holder or of the Issuer’s Regular Call Right. Security Holders may demand redemption of the Securities (the "Exercise Right") on certain exercise dates (the "Exercise Dates") as specified in the Final Terms by transmission of a duly filled notice (as described in the Final Terms). Likewise, the Security Holders have an early exercise right in the case of Call/Put Warrants with American exercise rights. In such case, the Security Holder receives the Differential Amount which is dependent on the performance of the Underlying. At the time of the exercise of the Exercise Right, the price of the Underlying may be substantially lower than its price at the time of the purchase of the Securities by a Security Holder. From the time of the exercise of the Exercise Right the remaining term of the Securities is limited to the respective Exercise Date. In such case, Security Holders may have no possibility to hold the Securities until the price of the Underlying has recovered. Investors should be aware that in the case of an exercise of the Exercise Right they may suffer a partial or total loss of their invested capital. Upon the exercise of the Exercise Right of the Securities, the Security Holders no longer have a possibility to participate in any further performance of the Underlying. In this case, the Security Holder bears the reinvestment risk.

Furthermore, there may be a certain time lag between the time of the exercise of the Exercise Right and the next respective valuation date. During the period from the exercise of the Exercise Right to the respective valuation date, the price of the Underlying may decline with the consequence that the amount payable under the Securities at the redemption date with respect to such valuation date will be substantially lower than the amount expected to be paid by the Security Holder at the time of the exercise. In the case of a Market Disruption on the respective valuation date, a respective time lag could even last considerably longer.

Holders of warrants should also note that warrants linked to shares cannot be exercised during certain periods specified in the Final Terms.

Risks related to Call Events

The Issuer has the right to extraordinarily call the Securities at their market value upon the occurrence of a call event (the "Call Event"), as specified in the Final Terms. If the market value of the Securities at the time of the extraordinary call is lower than the Issue Price or the Purchase Price, the respective Security Holder will suffer a partial or total loss of its invested capital, even if the Securities provide for a conditional minimum payment at their maturity. Furthermore, the Security Holder bears the risk that the expectations for an increase in the market value of the Securities will no longer be met because of such extraordinary early termination. In this case, the Security Holder is also exposed to a reinvestment risk.

Risks related to Market Disruption Events

If an market disruption event (the "Market Disruption Event"), as specified in the relevant Final Terms, occurs the relevant calculation agent may defer valuations of the Underlying or its components, as provided in the Final Terms, and, after a certain period of time, determine such valuations in its reasonable discretion. These valuations may, to the detriment of the Security Holder, differ substantially from the actual price of the Underlying or its components. In general market disruption events also lead to delayed payments (including deliveries of Underlyings or its components, if so specified in the relevant Final Terms) on the Securities. In this case, Security Holders are not entitled to demand interest due to such delayed payment.

Risks arising from negative effects of hedging arrangements by the Issuer on the Securities

The Issuer may use a portion or the total proceeds from the sale of the Securities on transactions to hedge against price risks of the Issuer resulting from the Securities. The entering or the liquidation of hedging transactions by the Issuer may, in individual cases, adversely affect the price of the Underlying or its components.

D. Risks related to the Underlying or its components

The Underlying may be a share (including a depository receipt (the "Depository Receipts")), index or commodity. The asset classes described below may also be the component of an index as Underlying (including an index related to shares, futures contracts and/or commodities) and thus may have an indirect influence on the Securities. The Underlying and its components are subject to particular risks which are described below and must be observed with regard to the type of the respective Underlying or component.

1. General risks

Past performance no indication for a future performance

The past performance of an Underlying or its components provides no indication of its future performance. The amounts to be distributed under the Securities may therefore be substantially lower than the price of the Underlying or its components may in advance have suggested.

No rights of ownership of the Underlying or its components

The Underlying or its components will not be held by the Issuer for the benefit of the Security Holders, and as such, Security Holders will not obtain any rights of ownership (such as voting rights, rights to receive dividends or other distributions or other rights) with respect to the Underlying or its components. Neither the Issuer nor any of its affiliates is obliged to acquire or hold the Underlying or its components. Neither the Issuer nor any of its affiliates is restricted from selling, pledging or otherwise conveying all right, title and interest in the Underlying or its components or any derivative contracts linked to it by virtue solely of having issued the Securities.

Risks associated with foreign jurisdictions

If the Underlying or any of its constituents is subject to the jurisdiction of a country whose legal system is not comparable with the legal system of the Federal Republic of Germany or other Industrialized Countries, investing in such Securities involves further legal, political (e.g. political changes) and economical (e.g. economic downturns) risks. In foreign jurisdictions possibly

expropriation, taxation equivalent to confiscation, political or social instability or diplomatic incidents may occur. The amount of publicly available information with respect to the Underlying or any of its constituents may be smaller than that normally made available to Security Holders. Transparency requirements, accounting, auditing and financial reporting standards as well as regulatory standards may in many ways be less strict than in Industrialized Countries. Financial markets in these countries may have much lower trading volumes than developed markets in Industrialized Countries and the securities of many companies are less liquid and their prices are subject to stronger fluctuations than those of similar companies in Industrialized Countries.

Risks related to the purchase of Securities for hedging purposes

The Securities may not be a perfect hedge against price risks arising from the Underlying or its components. Any person intending to use the Securities to hedge against such price risks is subject to the risk that the price of the Underlying or its components, other than expected, develops in the same direction as the value of the Securities. In addition, it may not be possible to liquidate the Securities at a certain date at a price which reflects the actual price of the respective Underlying or ifs components. This particularly depends on the prevailing market conditions. In both cases, the Security Holder may suffer a loss from both, his investment in the Securities and his investment in the Underlying or its components, whose risk of loss he actually wanted to hedge.

2. Risks related to shares

Similar risks to a direct investment in shares

The performance of Securities linked to shares (including Depository Receipts) (the "Share- linked Securities") primarily depends on the performance of the respective share. The performance of a share may be subject to factors like the dividend or distribution policy, financial prospects, market position, corporate actions, shareholder structure and risk situation of the issuer of the share, short selling activities and low market liquidity as well as to cyclical, macro- economic or political influences. In particular, dividend payments lead to a fall in the share price and, therefore, may have an adverse effect on the Security Holder and its investment in the Securities. Accordingly, an investment in Share-linked Securities may bear similar risks to a direct investment in the respective shares. Corporate actions and other events in relation to the share or the issuer of the share may result in adjustments to the Securities (as described in Risks related to Adjustment Events) or in an extraordinary early termination of the Securities (as described in Risks related to Call Events). Disruptions regarding the trading of the shares may lead to Market Disruption Events (as described in Risks related to Market Disruption Events).

Risks related to Depository Receipts

Depository Receipts in the form of American Depository Receipts (ADRs) or Regional Depository Receipts (RDRs) may bear additional risks compared with risks related to shares. Depository Receipts are participation certificates in a portfolio of shares normally held in the country of incorporation of the issuer of the underlying shares and represent one or more shares or a fraction of such shares. For Depository Receipts, the legal owner of the underlying share portfolio is the custodian bank, which is at the same time the issuing agent of the Depository Receipts. Depending on the jurisdiction in which the Depository Receipts will be issued and to which jurisdiction the custody agreement is subject, it cannot be ruled out that the respective jurisdiction does not recognise the holder of the Depository Receipts as the actual beneficial owner of the underlying shares. Especially in the event of insolvency of the custodian bank or foreclosure against it, it is possible that shares underlying the Depository Receipts are restricted or that these shares may be sold to realise their value in the case of foreclosure against the custodian bank. If that is the case, the holder of the Depository Receipts loses the rights to the underlying shares certified by the participation certificate and the Depository Receipt becomes worthless.

3. Risks related to indices

Similar risks to a direct investment in index components

The performance of Securities linked to indices (the "Index-linked Securities") depends on the performance of the respective index. The performance of an index depends primarily on the performance of its components (the "Index Components"). Changes in the price of the Index Components may have an effect on the index and, likewise, changes to the composition of the index or other factors may also have an effect on the index. Accordingly, an investment in an Index-linked Security may bear similar risks to a direct investment in the Index Constituents. Generally, an index may at any time be altered, terminated or replaced by any successor index. This may result in adjustments to the Securities (as described in Risks related to Adjustment Events) or in an extraordinary early termination of the Securities (as described in Risks related to Call Events). Disruptions regarding the trading of the shares may lead to Market Disruption Events (as described in Risks related to Market Disruption Events).

No influence of the Issuer on the index

If neither the Issuer nor any of its affiliates acts as index sponsor, the Issuer neither has influence on the index nor on the method of calculation, determination and publication of the index (the "Index Concept") or its modification or termination.

If neither the Issuer nor any of its affiliates acts as index sponsor, Index-linked Securities are not in any way sponsored, endorsed, sold or promoted by the respective index sponsor. Such index sponsor makes no warranty or representation whatsoever, express or implied, either as to the results to be obtained from the use of the index or the prices at which the index stands at a particular time. Such index is composed, calculated (if so) and determined by its respective index sponsor independently from the Issuer of the Securities. Such index sponsor is not responsible or liable for the issuance, the administration, the marketing or the trading of the Securities.

Risks arising from special conflicts of interests in relation to indices

If the Issuer or any of its affiliates acts as index sponsor, index calculation agent, advisor or as a member of an index committee, or in a similar position, this may lead to conflicts of interest. In relation to such function, the Issuer or any of its affiliates may, inter alia, calculate the price of the index, carry out adjustments (e.g. by exercising its reasonable discretion) to the Index Concept, replace the Index Constituents and/or determine the composition and/or weighting. These measures may have an adverse effect on the performance of the index, and thus on the value of the Securities and/or the amounts to be distributed under the Securities.

Risks related to Strategy Indices

Strategy indices (the "Strategy Indices") represent hypothetical rule-based investment strategies (i.e., no actual trading or investment activities take place) conducted by an index sponsor. As a general rule, Strategy Indices entitle the index sponsor to extensively exercise its discretion when calculating the index which may lead under certain circumstances to a negative performance of the index.

Risks related to Price Indices

In the case of price or price-return indices (the "Price Indices"), dividends or other distributions paid out with respect to Index Components will not be considered when calculating the price of the index and consequently have a negative impact on the price of the index, because the index components will as a rule be traded with a discount after the pay-out of dividends or distributions. This has the effect that the price of the Price Index does not increase to the same extent or falls to a greater extent than the price of a comparable total return / performance index (the "Total Return Index"), which reflects gross payments, or Net Return Index.

Risks related to Net Return Indices

In the case of net return indices (the "Net Return Indices"), dividends or other distributions paid out or made on the Index Components will be considered when calculating the price of the index

as net payments after deduction of an average tax rate, as specified by the relevant Index Sponsor. This tax deduction has the effect that the price of the net return index does not increase to the same extent or falls to a greater extent than the price of a comparable Total Return Index.

Risks related to Short Indices

In the case of short indices (the "Short Indices"), as a rule, the price of the index develops in a reverse manner to the market or long index to which it refers. This means that the price of the Short Index generally rises when the prices of the market or long index to which it refers fall, and that the price of the Short Index falls when the prices of the market or long index to which it refers rise.

Risks related to Leverage Indices

Leverage indices (the "Leverage Indices") consist of two different components, the index to which the leverage index refers (the "Reference Index") and the leverage factor (the "Leverage Factor"). The performance of the leverage index is linked to the per cent performance per day of the Reference Index by applying the Leverage Factor. Depending on the respective Leverage Factor, the daily price of the Leverage Index falls or rises to a greater extent than the price of the respective Reference Index.

If the leverage index has exceeded a certain threshold due to extraordinary price movements during a trading day, the leverage index may be adjusted intra-daily in accordance with the relevant Index Concept. Such adjustment may lead to a reduced participation of the leverage index in a subsequent increase in price of the Reference Index.

In the case of Securities linked to a Leverage Index, Security Holders may to a greater extent be suffering a loss of the invested capital.

Risks related to Distributing Indices

In the case of distributing indices (the "Distributing Indices") dividends or other distributions, made from the Distributing Index, will usually result in a discount on the price of Distributing Index. This has the effect that the price of the Distributing Index in a longer term does not rise to the same extent or falls to a greater extent than the price of a comparable Net Return Index or Total Return Index. If provided in the Terms and Conditions, certain limits or numbers which are relevant for the calculation and determination of payments under the Securities (such as a Strike or a Knock-out Barrier) may be adjusted by the Calculation Agent to such price change; for these purposes, the Calculation Agent is vested with discretion. Notwithstanding these adjustment rights, it cannot be excluded that price movements of the index as a consequence of distributions may have a negative effect on the payments made under the Securities.

Risks related to Excess Return Indices

In the case of Excess Return Indices, the investor indirectly invests in futures contracts and thus is exposed to the same risks as described in Risk related to futures contracts.

Risks in relation to country or sector related indices

If an index reflects the performance of assets only of certain countries, regions or sectors, this index is affected disproportionately negative in the case of an unfavourable development in such a country, region or industrial sector.

Currency risk contained in the index

Index Components may be listed in different currencies and therefore exposed to different currency influences (this particularly applies to country or sector related indices). Furthermore, it is possible that Index Components are converted first from one currency to the currency which is relevant for the calculation of the index, and then converted again in order to calculate and determine the amounts to be distributed under the Securities. In such cases, Security Holders are confronted with several currency and Currency Exchange Rate risks, which may not be obvious for a Security Holder.

Adverse effect of fees on the index level

If the index composition is adjusted in accordance with the relevant Index Concept, fees may arise that are subject of the index calculation and which reduce the level of the index. This may have a negative effect on the performance of the index. Indices which reflect certain markets or sectors may use certain derivative financial instruments. This may lead to higher fees and thus a lower performance of the index than it would have been the case with a direct investment in these markets or sectors.

Risks arising from to the publication of the index composition which is not constantly updated

For some indices its composition will not entirely be published or only with retardation on a website or in other public media specified in the Final Terms. In this case the composition exposed might not always correspond with the current composition of the respective index used for calculating the amounts payable under the Securities. The delay may be substantial and, under certain circumstances last several months. In this case the calculation of the index may not be fully transparent to the Security Holders.

Risks of unrecognized or new indices

In the case of a not recognized or new financial index, there may be a lower degree of transparency relating to its composition, maintenance and calculation than it would be the case for a recognized financial index, and there may in some circumstances be less information available about the index. In addition, subjective criteria may play a much greater role in the composition of the index in such cases, and there may be a greater degree of dependence on the agent responsible for the composition, maintenance and calculation of the index than it would be the case for a recognized financial index. Furthermore, particular investors (e.g. Undertakings for Collective Investment in Transferable Securities (UCITS) or insurance companies) may be subject to specific administrative restrictions relating to the purchase of Securities linked to such index which have to be considered by these investors. Finally, the provision of indices, the contribution of input data to indices and the use of indices may from time to time be subject to regulatory requirements and restrictions which may affect the ongoing maintenance and availability of an index.

4. Risks related to futures contracts

Similar risks to a direct investment in futures contracts

The performance of Securities linked to an index which relates to futures contracts (the "Futures contract-linked Securities") primarily depends on the performance of the respective futures contract. The performance of a futures contract may be subject to factors like the price of the trading good underlying the futures contract, limited liquidity of the futures contract or the trading good underlying the futures contract, as the case may be, speculations and cyclical, macro- economic or political influences. Accordingly, an investment in Futures contract-linked Securities may bear similar risks to a direct investment in the respective futures contracts or trading goods underlying the respective futures contract (see also the risks as described in Risks related to commodities). Changes in the contract specification made by the relevant determining futures exchange may result in adjustments to the Securities (as described in Risks related to Adjustment Events) or in an extraordinary early termination of the Securities (as described in Risks related to Call Events). Disruptions regarding the trading of the futures contracts may lead to Market Disruption Events (as described in Risks related to Market Disruption Events).

Futures contracts are standardised transactions relating to trading goods (e.g. oil, wheat, sugar).

A futures contract represents a contractual obligation to buy or sell a fixed amount of the underlying trading goods on a fixed date at an agreed price. Futures contracts are traded on futures exchanges and are standardised with respect to the contract amount, type and quality of the trading good, as well as to delivery location and dates (if applicable). However, futures contracts are normally traded at a discount or premium compared with the spot prices of their underlying trading goods.

No parallel development of spot and futures prices

Prices of futures contracts may differ substantially from the spot prices of the underlying trading goods. The price of the futures contract does not always develop in the same direction or at the same rate as the spot price of the underlying trading good. As a result, the price of the futures contract may substantially develop unfavourably for Security Holders even if the spot price of the underlying trading good remains constant or develops favourably for Security Holders.

Risks related to futures contracts with different delivery dates

The prices of futures contracts with different delivery dates and overlapping terms can differ, even if all other contract specifications are identical. If the prices of longer-term futures contracts are higher than the prices of the shorter-term futures contracts this is called 'contango'. If the prices of shorter-term futures contracts are higher than the prices of the longer-term futures contracts this is called 'backwardation'. If the Final Terms specify that futures contracts with different delivery dates are subject to observation (e.g., in case of a roll over), these price differences may have an adverse effect on the value of the Securities and the amounts to be distributed under the Securities since the future with a favourable price for the Security Holder may not be relevant for the Securities.

Risks with respect to a Roll-Over

In order to trade futures contracts on an exchange, they are standardised with respect to their term (e.g. 3, 6, 9 months). In case of Securities with a longer term this may require a subsequent replacement of the futures contracts by futures contracts, which have a later delivery date, but otherwise has identical contract specifications as the initial futures contract (the "Roll-Over"). Such a Roll-Over can be repeated several times. Differences in the prices of the futures contract (as described in Risks related to futures contracts with different delivery dates) together with the related transaction costs may be compensated by a respective adjustment (e.g. of the rate at which the respective Security directly or indirectly participates in the performance of the underlying futures contract). Therefore, over time Securities may participate to a greater extent in an underlying future’s performance which is unfavourable for the respective Security Holder or to a lesser extent in an underlying future’s performance which is favourable for the respective Security Holder

5. Risks related to commodities

Similar risks as a direct investment in commodities

The performance of Securities linked to commodities (the "Commodity-linked Securities") primarily depends on the performance of the respective commodity. The performance of a commodity may be subject to factors like supply and demand; speculations in the financial markets; production bottlenecks; delivery difficulties; hardly any market participants; political turmoils; economic downturns; political risks (exporting restrictions, war, terrorist actions); unfavourable weather conditions; natural disasters. Accordingly, an investment in Commodity- linked Securities may bear similar risks to a direct investment in the respective commodity. Changes in the trading conditions at the relevant reference market or other events, affecting the commodity may result in adjustments to the Securities (as described in Risks related to Adjustment Events) or in an extraordinary early termination of the Securities (as described in Risks related to Call Events). Disruptions regarding the trading of the commodities may lead to Market Disruption Events (as described in Risks related to Market Disruption Events).

Higher risks than other asset classes

An investment in commodities is associated with higher risks than investments in other asset classes like e.g. bonds, currencies or stocks, because prices in this asset category are subject to greater fluctuations (volatility) and markets may be less liquid than e.g. stock markets. Changes to bid and offer volumes may have a higher impact on the price and volatility. Commodity markets are also characterised by, among others, the fact that there are only a few active market participants which increased the risk of speculation and pricing inaccuracies.

Risks arising from the trading in various time zones and on different markets

Commodities (e.g. oil, gas, wheat, corn, gold, silver) are traded on a global basis almost non-stop in various time zones on different specialised exchanges or markets or directly among market participants (over the counter). This may lead to a publication of different prices for a commodity in different price sources. The Final Terms specify which exchange or market and which timing apply regarding the specification of the price of the relevant commodity. The prices of a commodity displayed at the same time on different price sources can differ e. g. with the result that a more favourable price, which is displayed on a price source, is not used for the calculations or determinations in respect of the Securities.

RESPONSIBILITY STATEMENT

UniCredit Bank AG having its registered office at Xxxxxxxx-Xxxxxxxxx-Xxxxxx 0, 00000 Xxxxxx, Xxxxxxx accepts responsibility for the information contained in this Base Prospectus. UniCredit Bank AG declares that the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and that no material information has been omitted.

CONSENT TO THE USE OF THE BASE PROSPECTUS

If the Issuer consents to the use of the Base Prospectus, consent shall be given to the extent and the conditions as set out in the Final Terms during the term of its validity pursuant to Section 9 WpPG. The Issuer reserves the right not to give its consent.

The Issuer accepts responsibility for the information given in the Base Prospectus, in any supplement thereto as well as in the Final Terms also with respect to the subsequent resale or final placement of the Securities by financial intermediaries, who obtained the consent to use the Base Prospectus, any supplement thereto as well as the Final Terms.

Such consent can be given to all (so-called general consent) or only one or several specified financial intermediaries (so-called individual consent) and will be determined in the Final Terms.

Such consent can be given in relation to the following member states, in which the Base Prospectus is valid or into which it has been notified as specified in the Final Terms: France and Italy.

The Issuer’s consent to the use of the Base Prospectus is given under the condition that each financial intermediary complies with the applicable selling restrictions and the terms and conditions of the offer. Furthermore, in connection with the consent to the use of the Base Prospectus the Issuer may impose the condition that the financial intermediary using the Base Prospectus commits itself towards its customers to a responsible distribution of the Securities. This commitment is made by the publication of the financial intermediary on its website stating that the prospectus is used with the consent of the Issuer and subject to the conditions set forth with the consent. The consent to the use of the Base Prospectus will be given for the period as set out in the Final Terms.

The distribution of this Base Prospectus, any supplement thereto and the Final Terms as well as the offer, sale and the delivery of the Securities may be restricted by law in some jurisdictions. Each financial intermediary and/or each person, who is in the possession of this Base Prospectus, a supplement thereto and the Final Terms, must be informed of and comply with such restrictions. The Issuer reserves the right to withdraw its consent to the use of this Base Prospectus in relation to certain financial intermediaries.

Information on the terms and conditions of the offer by any financial intermediary is to be provided at the time of the offer by the financial intermediary.

Any further financial intermediary using the Base Prospectus shall state on its website that it uses the Base Prospectus in accordance with this consent and the conditions attached to this consent.

New information with respect to financial intermediaries unknown at the time of the approval of the Base Prospectus or the filing of the Final Terms, as the case may, will be published and will be found on the website of the Issuer (or any successor website).

DESCRIPTION OF THE ISSUER

The description of the Issuer included in the Registration Document of UniCredit Bank AG dated 24 April 2015, the audited consolidated financial statements of HVB Group as of 31 December 2013, contained in the Annual Report HVB Group 2013, the audited consolidated financial statements of HVB Group as of 31 December 2014 contained in the Annual Report HVB Group 2014 the audited unconsolidated financial statements as of 31 December 2014, contained in the Annual Report UniCredit Bank AG (HVB) 2014 are hereby incorporated by reference into this Base Prospectus. A list setting out the information incorporated by reference is provided on page 178 et seq.

The unaudited Consolidated Results of HVB Group as of 31 March 2015 are included in the Interim Report at 31 March 2015 of HVB Group and are shown on pages F-1 to F-26 of this Base Prospectus.

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Table of Contents

AVVISO n.1887 02 Febbraio 2016 SeDeX - LEV. CERTIFICATES

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AVVISO n.1887 02 Febbraio 2016 SeDeX - LEV. CERTIFICATES

Mini futures su indici

PART C – SPECIAL CONDITIONS OF THE SECURITIES

§ 1

Definitions

§ 2

Interest

§ 3

Exercise Right, Exercise, Knock-out, Exercise Notice, Payment

§ 4

Differential Amount, Knock-out Amount

§ 5

Issuer's Regular Call Right, Issuer's Extraordinary Call Right

§ 6

Payments

§ 7

Market Disruptions

§ 8

Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and New Index Calculation Agent, Replacement Specification

SUMMARY

A. INTRODUCTION AND WARNINGS

B. ISSUER

C. SECURITIES

D. RISKS

E. OFFER

Annex to the summary

UniCredit Bank AG

Base Prospectus

for the issuance of

Knock-out Securities and

Warrants

under the Euro 50,000,000,000 Debt Issuance Programme

28 May 2015

TABLE OF CONTENTS

Summary 4

Risk Factors 27

Responsibility Statement 47

Consent to the Use of the Base Prospectus 48

Description of the Issuer 49

General Information on the Securities 50

Description of the Securities 54

Conditions of the Securities 68

Description of Indices composed by the Issuer or by any Legal Entity belonging to the same Group 152

Form of Waiver Notice 153

Form of Final Terms 154

Taxation 159

General Information 172

Unaudited Consolidated Results of HVB Group as of 31 March 2015 .........................................F-1 Signatures ........................................................................................................................................... S-1

SUMMARY

A. INTRODUCTION AND WARNINGS

B. ISSUER

C. SECURITIES

D. RISKS

E. OFFER

ANNEX TO THE SUMMARY

RISK FACTORS

A. Risks related to the Issuer

B. Risks related to potential conflicts of interest

C. Risks related to the Securities

D. Risks related to the Underlying or its components

RESPONSIBILITY STATEMENT

CONSENT TO THE USE OF THE BASE PROSPECTUS

Information on the terms and conditions of the offer by any financial intermediary is to be provided at the time of the offer by the financial intermediary.

Any further financial intermediary using the Base Prospectus shall state on its website that it uses the Base Prospectus in accordance with this consent and the conditions attached to this consent.

New information with respect to financial intermediaries unknown at the time of the approval of the Base Prospectus or the filing of the Final Terms, as the case may, will be published and will be found on the website of the Issuer (or any successor website).

DESCRIPTION OF THE ISSUER

Document Metadata