Common use of INTRODUCTION AND WARNINGS Clause in Contracts

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, 80333 Munich, 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 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 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.

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- Xxxxxxxx-Xxxxxxxxx-Xxxxxx 0, 80333 Munich, 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 during [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 ProspectusProspectus ].] [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. financial intermediary No consent is given.] 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 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.m

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 considera- tion 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 legisla- tion of the Member States, have to bear the costs of translating the Base Prospectus Pro- spectus before the legal proceedings are initiated. UniCredit Bank AG ("UniCredit Bank", the "Issuer" or "HVB"), Xxxxxxxx- Xxxxxxxxx-Xxxxxx 0Xxxxxxxxxxxxxx 00, 80333 Munich00000 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 inaccu- rate or inconsistent when read together with the other parts of the Base ProspectusPro- spectus, 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 condi- tions attached to the consent The Issuer’s 's consent to the use of the Base Prospectus is subject to the condition condi- tion 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 financial in- termediary Information on the terms and conditions of the offer by any financial intermediary in- termediary is to be provided at the time of the offer by the financial intermediary. financial intermediary 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 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 namein- termediary. 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.