For three years, UniCredit remained one of the few major Western banks in Russia — and for three years, CEO Andrea Orcel publicly explained why exiting was not as simple as it seemed. The deal announced this week is an answer to that question: incomplete, but real.
What exactly was agreed
UniCredit signed a non-binding term sheet with a "known private investor" from the UAE — according to Bloomberg, this is a consortium of Mada Capital and Asas Capital companies with the participation of the Inweasta group. Under the agreement, the Russian subsidiary AT "UniCredit Bank" will be divided: international payments and corporate client services for non-residents will remain under the control of the parent group, the rest of the business will go to the buyer.
The deal will impact financial results: according to MarketScreener citing Alliance News, the bank expects losses of 3 to 3.3 billion euros. However, UniCredit insists that this will not affect plans for shareholder payouts or long-term profit targets.
Why exiting was so difficult
Orcel repeatedly spoke about the trap the bank found itself in. On one hand — pressure from ECB regulators and sanctions compliance requirements, which he called "galactic efforts." On the other — threats from Moscow.
"Russia is waiting for a mistake to have grounds for [nationalization]"
— Andrea Orcel, CEO of UniCredit, at the ECB banking supervision forum
According to him, full compliance with sanctions requires enormous resources, and no one can be completely certain of one hundred percent compliance. A mistake could cost the bank 3.8 billion euros in capital — that is the estimated value of the Russian subsidiary.
The UAE buyer: practical logic
That the buyer turned out to be a UAE-based structure rather than a Russian or Western one is no coincidence. The Emirates have de facto become a transit hub between sanctioned and non-sanctioned economies: both Russian capital and Western jurisdictions are active here. For UniCredit, this solution allows it to avoid direct transfer of business under Russian control — which could have complicated relations with EU regulators.
At the same time, the deal remains non-binding: the term sheet is only a framework agreement, the final contract has not yet been signed. The deal is expected to close in 2027 — taking into account the need to obtain approval from regulators in several jurisdictions.
What remains open
UniCredit is not alone: Austrian Raiffeisen still maintains a significant presence in Russia and is also under pressure from the ECB to exit. A precedent of selling the "non-resident residue" through a UAE structure could become a model for it as well.
But the key question is practical: if EU or US regulators decide that maintaining even a minimal "payment window" in Russia violates the spirit of sanctions — UniCredit's scheme will collapse before 2027. It is this decision that will determine whether this deal becomes an example of managed exit or another postponement.
