Amundi reinforces its European leadership position with the acquisition of Pioneer Investments from UniCredit

PRESS RELEASE

Paris, December 12^th, 2016

Amundi reinforces its European leadership position with the acquisition of Pioneer Investments from UniCredit

Amundi announces that it has signed a binding agreement with UniCredit in order to acquire Pioneer Investments for an all-cash consideration of €3,545 million. As part of the transaction, Amundi will form a long term strategic partnership with UniCredit for the distribution of asset management products.

Pioneer Investments is a world class asset manager that has a highly complementary business and geographic profile with Amundi. With €222^[1] billion of assets under management, a majority being retail assets, Pioneer Investments has a unique franchise with a global and proven product expertise.

This transforming acquisition will strengthen significantly Amundi's industrial project and reinforce its position as the European leader in asset management. It will create the 8^th largest asset manager globally with €1,276¹ billion of assets under management, and will allow Amundi to:

- Reinforce its leadership in key European markets. The combined entity will be number 1 in France, in a top 3 position in Italy and in Austria, and in a strong position in Germany. Italy will become Amundi's second domestic market with €160bn under management, and Milan will become one of the Group's investment "hubs". The number of staff in Milan will therefore significantly increase.

- Benefit from a leading US platform in terms of management and distribution.

- Bolster its leadership in serving retail networks and improve its customer mix by increasing the proportion of higher-margin retail customers from 27% currently to 35% post transaction. The partnership with UniCredit, secured by a 10-year distribution agreement for Italy, Germany and Austria, will allow Amundi to further strengthen its position as preferred provider of savings solutions to retail clients in Europe. In parallel, UniCredit networks will benefit from Amundi's expertise of combining an industrial platform with tailor-made and local approaches, so as to maximise value for both partners.

- Expand its institutional client base thanks to an increased presence in Europe as well as a broader product expertise.

- Enhance and diversify its global product offering. Pioneer will reinforce Amundi's know-how in various asset classes such as European, US and Emerging Markets equities, multi-asset and US fixed income. Pioneer and UniCredit retail and private banking clients will benefit from the recognized and custom-designed services of Amundi such as Smart Beta, ETF, real and alternative assets, structured and guaranteed solutions, discretionary asset management, global fixed income, global equities as well as money market funds.

The transaction is expected to create significant value for Amundi shareholders thanks to an important synergy potential. The acquisition is consistent with the disciplined approach announced by Amundi at the time of its IPO to deploy its excess capital.

The transaction should result in full-year pre-tax synergies of approximately c.€180 million, fully phased within 3 years: c.€150 million of costs synergies are expected to be realised by merging investment platforms, streamlining IT services and by rationalizing administrative and back-office costs; €30 million of revenue synergies are expected from potential cross selling and other revenue optimization (brokerage.)^[2]. Total integration costs are estimated at c.€190m pre-tax and are expected to be phased-in in 2017 and 2018.

The acquisition of Pioneer is expected to be accretive to Amundi Earnings Per Share by c.30%^[3], taking into account the full-year effect of synergies and excluding restructuring costs. The return on investment^[4] of this acquisition within 3 years is in line with Amundi's 10% target.

The price of the acquisition is €3,545 million. The net tangible equity of Pioneer Investments at the closing of the transaction will equate c.€500m, which is c.€300m above regulatory requirements. The transaction will be financed by c.€1.5 billion of excess capital, a c.€1.4bn capital increase (rights issue), and c.€0.6bn of senior and subordinated debt. The rights issue will be launched in H1 2017 and will be underwritten by Crédit Agricole Group. Crédit Agricole Group will support the offering and shall keep a minimum pro forma ownership of 66.7%.

The transaction, which has received the support of both Amundi's and UniCredit's Boards of Directors, is subject to customary closing conditions, regulatory and antitrust approvals. The transaction is expected to close in the first half of 2017.

Commenting on the acquisition, Xavier Musca, Chairman of the Board of Directors of Amundi, said "This acquisition is fully in line with the selective acquisition strategy announced at the time of the IPO: Pioneer Investments will reinforce Amundi's product expertise, broaden its distribution channels and networks, and generate significant synergies. It confirms Amundi's position as a clear European leader in asset management, in terms of size and profitability."

Yves Perrier, Chief Executive Officer of Amundi, added "The acquisition of Pioneer Investments is a major step to anchor Amundi as the European leader in asset management. This acquisition will reinforce Amundi's industrial model and will benefit our clients whilst creating significant value for our shareholders. Pioneer Investments is a world class asset manager that has a highly complementary business and geographic profile. At Amundi we are all excited to welcome soon our new colleagues who will join us in a leading asset management group fully dedicated to serve its retail and institutional clients."

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A presentation is available on Amundi's website http://about.amundi.com

Goldman Sachs International, Mediobanca and Crédit Agricole CIB acted as financial advisers on this transaction. Cleary Gottlieb Steen & Hamilton and Veil Jourde acted as legal advisers.

About Pioneer

Pioneer is a leading global asset manager with a presence in 27 countries and an experienced team of approximately 1,900 employees. Pioneer is known internationally as one of the leading fixed income managers across all strategies, and offers strong capabilities in multi-asset as well as European, US and global equities. Pioneer manages €222 billion^[5] in assets as of September 30^th, 2016, evenly split between proprietary distribution via UniCredit on one side (approx. 5,350 branches across Italy, Austria, Germany and CEE), and intermediary and institutional clients globally on the other side. In 2015, Pioneer had €875 million of net revenues, €327 million of EBITDA and €227^[6] million of net profit on a normalised basis.

About Amundi

Publicly traded since November 2015, Amundi is the largest European Asset Manager in terms of AUM(*), with over 1,000 billion euros worldwide. Headquartered in Paris, France, Amundi has six investment hubs located in the world's key financial centres, and offers a combination of research depth and market experience that has earned the confidence of its clients. Amundi is the trusted partner of 100 million retail clients, 1,000 institutional clients and 1,000 distributors in more than 30 countries, and designs innovative, high-performing products and services for these types of clients tailored specifically to their needs and risk profile.

Go to www.amundi.com for more information or to find an Amundi office near you.

Amundi figures as of 30 September 2016. (*) No.1 European asset manager based on global assets under management (AUM) and the main headquarters being based in Continental Europe - Source IPE "Top 400 asset managers" published in June 2016 and based on AUM as at December 2015.

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Amundi figures as of 30 June 2016. (*) No.1 European asset manager based on global assets under management (AUM) and the main headquarters being based in Continental Europe - Source IPE "Top 400 asset managers" published in June 2016 and based on AUM as at December 2015.

Investor contacts:

Anthony Mellor

Tel. +33 (0)1 76 32 17 16

anthony.mellor@amundi.com 

 Annabelle Wiriath

Tel. +33 (0)1 76 32 59 84

annabelle.wiriath@amundi.com

Disclaimer

This press release and the information contained herein do not constitute either an offer to sell or purchase or the solicitation of an offer to sell or purchase securities of Amundi.No communication or information relating to the contemplated capital increase may be distributed to the public in any jurisdiction in which registration or approval is required. No action has been (or will be) undertaken in any jurisdiction outside of France where such steps would be required. The subscription for or purchase of securities of Amundi may be subject to legal or statutory restrictions in certain jurisdictions. Amundi assumes no responsibility for any violation of such restrictions by any person. The distribution of this press release in certain jurisdictions may be restricted by law. This press release does not constitute an offer for sale of securities.

European Economic Area

This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC as amended (the "Prospectus Directive").The rights issue will be open to the public in France only pursuant to a prospectus having received the visa of the French Autorité des marchés financiers (the "AMF") and prepared in accordance with the Prospectus Directive.

With respect to each Member State of the European Economic Area other than France which has implemented the Prospectus Directive (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Member State. As a result, the securities of Amundi may only be offered in the Member States (i) to qualified investors, as defined by the Prospectus Directive; or (ii) in any other circumstances, not requiring Amundi to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.For the purposes of this paragraph, "securities offered to the public" in a given Member State, means, any communication in any form and by any means, of sufficient information about the terms and conditions of the offer and the securities, so as to enable an investor to decide to buy or subscribe for the securities, as the same may be varied in that Member State.This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

United Kingdom

The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The rights issue is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such rights will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein.

United States

This press release does not constitute an offer or invitation to sell or purchase, or any solicitation of any offer to purchase or subscribe for, any securities of Amundi in the United States of America. Securities may not be offered, subscribed or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Amundi have not been and will not be registered under the U.S. Securities Act and Amundi does not intend to make a public offer of its securities in the United States of America.

Forward-looking statements

This press release includes information about the objectives of the Group and forward-looking statements. These statements are sometimes identified by the use of the future or conditional tense, as well as terms such as "estimate", "believe", "have the objective of", "intend to", "expect", "result in", "should" and other similar expressions. It should be noted that the realization of these objectives and forward-looking statements is dependent on the circumstances and facts that arise in the future. Forward-looking statements and information about objectives may be affected by known and unknown risks, uncertainties and other factors that may significantly alter the future results, performance and accomplishments planned or expected by the Company. These factors may include changes in the economic and commercial situation, regulations and the risk factors described in Amundi's Registration Document (section 5.2) registered with the AMF under number R.16-025 on April 20, 2016.