Obligation Mediocredito 0% ( XS0443604540 ) en EUR

Mediocredito

100 % ⇌

Italie

XS0443604540 ( en EUR )

01/07/2014 - Obligation échue

Prospectus brochure de l'obligation Mediobanca XS0443604540 en EUR 0%, échue

50 000 EUR

10 000 000 EUR

Mediobanca est une banque d'investissement italienne spécialisée dans la gestion d'actifs, le conseil financier et les opérations de banque d'investissement, avec une forte présence dans le secteur des entreprises.

L'obligation italienne XS0443604540 émise par Mediobanca, d'une valeur nominale totale de 10 000 000 EUR, avec un prix actuel de marché de 100 %, un taux d'intérêt de 0 %, une taille minimale d'achat de 50 000 EUR, une maturité le 01/07/2014, et une fréquence de paiement de 1, a été intégralement remboursée à échéance.

BASE PROSPECTUS
Dated: 22 December 2021

MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A.
(incorporated with limited liability in the Republic of Italy)
MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.
(incorporated with limited liability in Luxembourg)
Euro 40,000,000,000
Euro Medium Term Note Programme
guaranteed in the case of Notes issued by Mediobanca International (Luxembourg) S.A.
by
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A.

Under the Euro 40,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (as defined
below), each of Mediobanca - Banca di Credito Finanziario S.p.A. ("Mediobanca") and Mediobanca International (Luxembourg) S.A.
("Mediobanca International") (each, an "Issuer" and together the "Issuers") may from time to time issue senior preferred notes (the
"Senior Preferred Notes") and Mediobanca may from time to time issue senior non preferred notes (the "Senior Non Preferred Notes" and,
together with the Senior Preferred Notes, the "Senior Notes") and subordinated notes ("Subordinated Notes" and, together with the Senior
Notes, the "Notes"), subject in each case to compliance with all relevant laws, regulations and directives. The payment of all amounts due in
respect of any Senior Preferred Notes issued by Mediobanca International will be unconditionally and irrevocably guaranteed by Mediobanca
(in such capacity, the "Guarantor") under a deed of guarantee and subject to the limitations thereof executed by the Guarantor and dated 22
December 2021 (the "Deed of Guarantee") (see "General Description of the Euro 40,000,000,000 Euro Medium Term Note Programme"
 "Status of the Guarantee" on page 29). Notes issued under the Programme (other than the Senior Non Preferred Notes) will have
denominations of not less than EUR 1,000 (or, where the Notes are denominated in a currency other than Euro, the equivalent amount in such
other currency), while Senior Non Preferred Notes issued under the Programme will have a denomination of at least EUR 150,000 (or, where
the Senior Non Preferred Notes are denominated in a currency other than euro, the equivalent amount in such other currency) or such other
minimum denomination provided by applicable law from time to time and that the Subordinated Notes issued under the Programme will have
a denomination of at least EUR 200,000 (or, where the Subordinated Notes are denominated in a currency other than euro, the equivalent
amount in such other currency) or such other minimum denomination provided by applicable law from time to time.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" beginning
on page 2.
This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under the Regulation
(EU) 2017/1129 (the "Prospectus Regulation"), the Central Bank only approves this Base Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed under Irish and EU law pursuant to the Prospectus Regulation. Such approval
should not be considered as an endorsement of the Issuers or of the quality of the Notes that are the subject of this Base Prospectus. Investors
should make their own assessment as to the suitability of investing in the Notes. Such approval relates only to the Notes which are to be
admitted to trading on a regulated market for the purposes of Directive 2014/65/EU, as amended (the "MiFID II") and/or which are to be
offered to the public, in any Member State of the European Economic Area. Application will be made to the Irish Stock Exchange plc trading
as Euronext Dublin ("Euronext Dublin") for Notes issued under the Programme during the period of 12 months after the date hereof to be
admitted to the official list (the "Official List") of Euronext Dublin and to trading on the regulated market of Euronext Dublin, which is a
regulated market for the purpose of MiFID II.
The Programme also provides that Notes may be listed, as the case may be, on Borsa Italiana, the Luxembourg Stock Exchange or on such
other or further stock exchange(s) as the Issuers may determine.
The Programme provides that Notes may be listed or admitted to trading (as the case may be) on such other or further stock exchange(s) or
market(s) as may be agreed between the relevant Issuer, the Guarantor (where applicable) and the relevant Dealer (as defined in "Plan of
Distribution"). Unlisted Notes or Notes not admitted to trading on any market may also be issued. This Base Prospectus comprises two base
prospectuses (one for each Issuer, each of which referred to herein as the "Base Prospectus") for the purposes of the Prospectus Regulation.
The Central Bank may, at the request of the relevant Issuer, send to the competent authority of another European Economic Area Member
State (i) a copy of this Base Prospectus; and (ii) a certificate of approval pursuant to Article 25 of the Prospectus Regulation attesting that
this Base Prospectus has been drawn up in accordance with the Prospectus Regulation (a "Certificate of Approval").
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms
and conditions not contained herein which are applicable to each Tranche (as defined below) of Notes will be set out, in the final terms (the
"Final Terms") which, with respect to Notes to be listed on the Official List of the Euronext Dublin, will be delivered to the Euronext Dublin.
For the terms and conditions of the Notes governed by English law to be issued under the Programme (the "English Law Notes") see "Terms
and Conditions of the English Law Notes" below (the "Terms and Conditions of the English Law Notes") and for the terms and conditions
of the Notes governed by Italian law to be issued under the Programme (the "Italian Law Notes") see "Terms and Conditions of the Italian
Law Notes" below (the "Terms and Conditions of the Italian Law Notes"). References to the "Notes" shall be to the Notes governed by
English law and/or Italian law, as appropriate and references to the "Terms and Conditions" or the "Conditions" shall be to the Terms and
Conditions for the English Law Notes and/or the Terms and Conditions for the Italian Law Notes, as appropriate.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person (as defined in
Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act. The Notes will be offered and sold in offshore transactions outside the United States in reliance on Regulation S under
the Securities Act. The Notes will be in bearer form and as such are subject to certain U.S. tax law requirements.
10218418238-v26

47-41025581

Amounts payable under the Notes may be calculated by reference to EURIBOR, SONIA, SOFR, STR, CMS, PRIBOR, ROBOR, BUBOR,
CIBOR, STIBOR and NIBOR which are respectively provided by the European Money Markets Institute ("EMMI") for EURIBOR, the Bank
of England for SONIA, the Federal Reserve Bank of New York for SOFR, the European Central Bank for STR, ICE Benchmark Administration
Limited ("ICE") for CMS, Czech Financial Benchmark Facility s.r.o. for PRIBOR, the National Bank of Romania for ROBOR, Budapesti
Értéktzsde Zrt. (Budapest Stock Exchange) for BUBOR, Danish Financial Benchmark Facility ApS for CIBOR, The Swedish Financial
Benchmark Facility for STIBOR and Norske Finansielle Referanser AS for NIBOR, as specified in the relevant Final Terms. As at the date of
this Base Prospectus, each of EMMI (as administrator of EURIBOR), Czech Financial Benchmark Facility s.r.o. (as administrator of PRIBOR),
Budapesti Értéktzsde Zrt. (Budapest Stock Exchange) (as administrator of BUBOR), Danish Financial Benchmark Facility ApS (as
administrator of CIBOR) and Norske Finansielle Referanser AS (as administrator of NIBOR) appears on the register of administrators and
benchmarks established and maintained by European Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU)
2016/1011(the "Benchmarks Regulation"). As at the date of this Base Prospectus, ICE Benchmark Administration (as administrator of CMS),
the Bank of England (as administrator of SONIA), the Federal Reserve Bank of New York (as administrator of SOFR), the European Central
Bank (as administrator of STR), the National Bank of Romania (as administrator of ROBOR) and The Swedish Financial Benchmark Facility
(as administrator of STIBOR) are not included in the register of administrators maintained by ESMA under Article 36 of the EU Benchmarks
Regulation. As far the Issuer is aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that each of ICE
Benchmark Administration (as administrator of CMS) and The Swedish Financial Benchmark Facility (as administrator of STIBOR) is not
currently required to obtain authorization/registration (or, if located outside the European Union, recognition, endorsement or equivalence).
As far as the Issuer is aware, SONIA, SOFR, STR and ROBOR do not fall within the scope of the EU Benchmarks Regulation by virtue of
Article 2 of that Regulation.
The language of the Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language
in order that the correct technical meaning may be ascribed to them under applicable law.
Arranger of the Programme and Dealer
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
10218418238-v26

47-41025581

IMPORTANT NOTICES
This document constitutes a Base Prospectus for each Issuer for the purposes of the Prospectus Regulation.
Responsibility for this Base Prospectus
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this document and,
to the best of the knowledge of each of the Issuers and the Guarantor (which have taken all reasonable care to
ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Each of the Issuers and the Guarantor, having made all reasonable enquiries confirms that (i) this Base
Prospectus contains all information with respect to each of the Issuers, the Guarantor, and their subsidiaries
taken as a whole (the "Group" or the "Mediobanca Group"), the Notes, and the deed of guarantee executed by
the Guarantor and dated 16 December 2019 with respect to Senior Preferred Notes issued by Mediobanca
International (the "Deed of Guarantee") which is material in the context of the issue and offering of Notes, (ii)
the statements contained in this Base Prospectus relating to each of the Issuers, the Guarantor and the Group are
in every material respect true and accurate and not misleading, the opinions and intentions expressed in this Base
Prospectus with regard to the Issuers, the Guarantor and the Group are honestly held, have been reached after
considering all relevant circumstances and are based on reasonable assumptions, (iii) there are no other facts in
relation to each of the Issuers, the Guarantor, the Group, the Notes or the Deed of Guarantee the omission of
which would, in the context of the issue and offering of Notes, make any statement in this Base Prospectus
misleading in any material respect and (iv) all reasonable enquiries have been made by each of the Issuers and
the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements.
Final Terms/Drawdown Prospectus
Each Tranche (as defined herein) of Notes will be issued on the terms set out hereunder "Terms and Conditions
of the Notes" (the "Conditions") and in a document specific to such Tranche called final terms (the "Final
Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under
"Final Terms, Supplements and Further Prospectuses" below.
Public Offers of Notes in the European Economic Area
Certain Tranches of Notes (other than the Senior Non Preferred Notes which shall have a denomination of at least
EUR 150,000 and the Subordinated Notes which shall have a denomination of at least EUR 200,000, or such other
minimum denomination provided by applicable law from time to time) with a denomination of less than EUR
100,000 (or its equivalent in any other currency) may, subject as provided below, be offered in any Member State
of the European Economic Area in circumstances where there is no exemption from the obligation under the
Prospectus Regulation to publish a prospectus. Any such offer is referred to in this Base Prospectus as a "Public
Offer". This Base Prospectus has been prepared on a basis that permits Public Offers of Notes in Ireland, Italy
and the Grand Duchy of Luxembourg (each a "Public Offer Jurisdiction"). Any person making or intending to
make a Public Offer of Notes in a Public Offer Jurisdiction on the basis of this Base Prospectus must do so only
with the consent of the Issuer see "Consent given in accordance with Article 5(1) of the Prospectus Regulation
(Retail Cascades)" below.
If after the date of this Base Prospectus the Issuer intends to add one or more Member States to the list of Public
Offer Jurisdictions for any purpose, it will prepare a supplement to this Base Prospectus specifying such Member
State(s) and any relevant additional information required by the Prospectus Regulation. Such supplement will also
set out provisions relating to the consent of the Issuer to the use of this Base Prospectus in connection with any
Public Offer in any such additional Public Offer Jurisdiction.
In the context of any Public Offer of Notes in a Public Offer Jurisdiction, the Issuer accept responsibility in that
Public Offer Jurisdiction, for the content of this Base Prospectus in relation to any person (an "Investor") who
purchases any Notes in that Public Offer Jurisdiction made by a Dealer or an Authorised Offeror (as defined
below), where that offer is made during the Offer Period (as defined below).
Except in the circumstances described below, neither the Issuer nor the Guarantor has authorised the making of
any offer by any offeror and neither the Issuer nor the Guarantor has consented to the use of this Base Prospectus
by any other person in connection with any offer of the Notes in any jurisdiction.
10218418238-v26
- i -
47-41025581

Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades)
Any offer made without the consent of the relevant Issuer or the Guarantor (as applicable) is unauthorised and
neither the relevant Issuer nor the Guarantor (as applicable), nor, for the avoidance of doubt, any of the Dealers
accepts any responsibility or liability in relation to such offer or for the actions of the persons making any such
unauthorised offer.
If, in the context of a Public Offer, an Investor is offered Notes by a person which is not an Authorised Offeror,
the Investor should check with such person whether anyone is responsible for this Base Prospectus for the purpose
of the relevant Public Offer and, if so, who that person is.
If an Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its
contents, the Investor should take legal advice.
Consent to the use of this Base Prospectus
Common conditions to Consent
The conditions to the consent of the Issuers and the Guarantor are (in addition to the conditions described in either
sub-paragraph (a) (Specific Consent) or sub-paragraph (b) (General Consent) under "Specific Consent and
General Consent" below) that such consent:
(i)
is only valid in respect of the relevant Tranche of Notes;
(ii)
is only valid during the Offer Period specified in the applicable Final Terms; and
(iii)
only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of Notes
in such of the Public Offer Jurisdictions as are specified in the applicable Final Terms.
The consent referred to above relates to Public Offers occurring within twelve months from the date of this Base
Prospectus.
Specific Consent and General Consent
Subject to the conditions set out above under "Common Conditions to Consent", each of the Issuers and the
Guarantor consents to the use of this Base Prospectus in connection with a Public Offer of Notes in any Public
Offer Jurisdiction by:
(a)
Specific Consent:
(i)
the Dealers specified in the relevant Final Terms;
(ii)
any financial intermediaries specified in the applicable Final Terms; and
(iii)
any financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on the website of the Issuers (https://mediobanca.com) and identified as an
Authorised Offeror in respect of the relevant Public Offer; and
(b)
General Consent:
if General Consent is specified in the relevant Final Terms as applicable, any other financial intermediary
which:
(i)
is authorised to make such offers under Directive 2014/65/EU of the European Parliament and
of the Council of 15 May 2014 on markets in financial instruments, as amended, including under
any applicable implementing measure in each relevant jurisdiction ("MiFID II"); and
(ii)
accepts such offer by publishing on its website the following statement (with the information in
square brackets duly completed with the relevant information) (the "Acceptance Statement"):
10218418238-v26
- ii -
47-41025581

"We, [insert legal name of financial intermediary], refer to the [insert title of relevant Notes]
(the "Notes") described in the Final Terms dated [insert date] (the "Final Terms") published
by [ISSUER] (the "Issuer") and [GUARANTOR] (the "Guarantor").
In consideration of the Issuer [and the Guarantor] offering to grant their consent to our use of
the Base Prospectus (as defined in the Final Terms) in connection with the offer of the Notes in
[insert name(s) of relevant Public Offer Jurisdiction(s)] during the Offer Period in accordance
with the Authorised Offeror Terms (as specified in the Base Prospectus), we accept the offer by
the Issuer [and Guarantor]. We confirm that we are authorised under MiFID II to make, and
are using the Base Prospectus in connection with, the Public Offer accordingly.
Terms used herein and otherwise not defined shall have the same meaning as given to such
terms in the Base Prospectus."
Any financial intermediary falling within this sub-paragraph (b) who wishes to use this Base Prospectus in
connection with a Public Offer is required, for the duration of the relevant Offer Period specified in the applicable
Final Terms, to publish a duly completed Acceptance Statement on its website.
Authorised Offerors
The financial intermediaries referred to in sub-paragraphs (a)(ii) and (a)(iii) and sub-paragraph (b), above, are
together referred to herein as the "Authorised Offerors".
Arrangements between an Investor and the Authorised Offeror who will distribute the Notes
Neither the Issuers nor the Guarantor (nor, for the avoidance of doubt, any of the Dealers) has any responsibility
for any of the actions of any Authorised Offeror, including compliance by an Authorised Offeror with applicable
conduct of business rules or other local regulatory requirements or other securities law requirements in relation to
such offer.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A PUBLIC OFFER FROM
AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN
INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY
TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND
SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT
ARRANGEMENTS. NEITHER THE ISSUERS NOR THE GUARANTOR WILL BE A PARTY TO ANY
SUCH ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH THE PUBLIC OFFER OR
SALE OF THE NOTES CONCERNED AND, ACCORDINGLY, THIS BASE PROSPECTUS AND ANY
FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE
RELEVANT AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH
INFORMATION AND THE AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH
INFORMATION. NONE OF THE ISSUERS, THE GUARANTOR AND THE DEALERS HAS ANY
RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.
IN THE EVENT OF AN OFFER BEING MADE BY A FINANCIAL INTERMEDIARY, SUCH FINANCIAL
INTERMEDIARY WILL PROVIDE INFORMATION TO INVESTORS ON THE TERMS AND
CONDITIONS OF THE OFFER AT THE TIME THE OFFER IS MADE.
Public Offers: Issue Price and Offer Price
Notes to be offered pursuant to a Public Offer will be issued by the relevant Issuer at the Issue Price specified in
the applicable Final Terms. The Issue Price will be determined by the relevant Issuer and the Guarantor (as
applicable) in consultation with the relevant Dealer(s) at the time of the relevant Public Offer and will depend,
amongst other things, on the interest rate applicable to the Notes and prevailing market conditions at that time.
The offer price of such Notes will be the Issue Price or such other price as may be agreed between an Investor and
the Authorised Offeror making the offer of the Notes to such Investor. Neither the Issuers nor the Guarantor will
be party to arrangements between an Investor and an Authorised Offeror, and the Investor will need to look to the
relevant Authorised Offeror to confirm the price at which such Authorised Offeror is offering the Notes to such
Investor.
10218418238-v26
- iii -
47-41025581

Other relevant information
The language of this Base Prospectus is in English. Any foreign language text that is included with or within this
Base Prospectus has been included for convenience purposes only and does not form part of this Base Prospectus.
This Base Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference herein and, in relation to any Tranche of Notes, should be read and construed together
with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus,
each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms
shall be read and construed as a reference to such information being specified or identified in the relevant
Drawdown Prospectus unless the context requires otherwise.
Purchases of Notes may be made through a duly appointed Dealer of the relevant Issuer. The relevant Issuer may
also offer and sell Notes directly to investors without the involvement of any Dealer.
The Issuers and the Guarantor will enter into a Dealer Agreement with the Dealers in connection with the issue
of Notes for the purpose of the distribution of the Notes to prospective investors. Pursuant to the terms of the
Dealer Agreement, the relevant Issuer may appoint one or more Dealer(s) under the Programme to subscribe or
procure subscribers for all or part of the Notes of the relevant Series. See the section on "Plan of Distribution"
in this Base Prospectus for further details. This Base Prospectus does not constitute an offer of, or an invitation
by or on behalf of either the Issuers, the Guarantor or any of the Dealers to subscribe for, or purchase, any Notes.
The Dealers and PricewaterhouseCoopers, as auditor to Mediobanca International, have not separately verified
the information contained in this Base Prospectus. None of the Dealers makes any representation express or
implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in
this Base Prospectus. Neither this Base Prospectus nor any financial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by either of the Issuers, the
Guarantor or any of the Dealers that any recipient of this Base Prospectus or any financial statements should
purchase any Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information contained in this
Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None
of the Dealers undertakes to review the financial condition or affairs of the Issuers or the Guarantor during the
life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in
the Notes of any information coming to the attention of any of the Dealers.
Unauthorised information
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 document entered into in relation to the Programme or any
information supplied by any of the Issuers or the Guarantor or such other information as is in the public domain
and, if given or made, such information or representation should not be relied upon as having been authorised by
any of the Issuers, the Guarantor or any of the Dealers.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base
Prospectus or any Final Terms nor any sale made in connection herewith shall, under any circumstances, create
any implication that there has been no change in the affairs of any of the Issuers or the Guarantor since the date
hereof or the date upon which this document has been most recently supplemented or that there has been no
adverse change, or any event reasonably likely to involve any adverse change, in the financial position of any of
the Issuer or the Guarantor since the date hereof or the date upon which this Base Prospectus has been most
recently supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Restrictions on distribution
The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions may be restricted
by law. Each of the Issuers, the Guarantor and the Dealers do not represent that this Base Prospectus may be
10218418238-v26
- iv -
47-41025581

lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. No Notes may be offered or sold, directly or
indirectly, to the public, and neither this Base Prospectus nor any advertisement or other offering material may
be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Base Prospectus, any Notes may come must
inform themselves about, and observe any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes. In particular, the Notes have not been and will not be registered under the Securities
Act and are subject to U.S. tax law requirements.
This Base Prospectus has been prepared by the Issuers and the Guarantor for use in connection with the offer
and sale of Notes in reliance upon Regulation S of the Securities Act outside the United States to non-U.S. persons
or in transactions otherwise exempt from registration. Its use for any other purpose in the United States is not
authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents
disclosed to anyone other than the prospective investors to whom it is originally submitted.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or the adequacy of
this Base Prospectus. Any representation to the contrary is a criminal offence in the United States.
For a description of additional restrictions on the distribution of this Base Prospectus and the offer or sale of
Notes in the United States, the European Economic Area (including Italy), the United Kingdom and other
jurisdictions, see "Plan of Distribution".
IMPORTANT - EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive 2016/97/EU, (as amended or superseded, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS - If the Final Terms in respect of any Notes include a legend entitled
"Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the United
Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018; or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act, 2000 (the "FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending such Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels. A determination will be made at the time of issue about whether, for the purpose
10218418238-v26
- v -
47-41025581

of the product governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for a Tranche of Notes is a manufacturer in respect of that Tranche, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the MiFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any Notes will
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to the UK MiFIR product governance rules set out in the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting
or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made at the time of issue about whether, for the purpose of the UK MiFIR product
governance rules set out in UK MiFIR Product Governance Rules, any Dealer subscribing for a Tranche of Notes
is a manufacturer in respect of that Tranche, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds
None of the Dealers accepts any responsibility for any social, environmental and sustainability assessment of any
Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds or makes any representation or warranty or
assurance whether such Notes will meet any investor expectations or requirements regarding such "green",
"sustainable", "social" or similar labels. None of the Dealers is responsible for the use of proceeds for any Notes
issued as Green Bonds, Social Bonds, or Sustainability Bonds, nor the impact or monitoring of such use of
proceeds. No representation or assurance is given by the Dealers as to the suitability or reliability of any opinion
or certification of any third party made available in connection with an issue of Notes issued as Green Bonds,
Social Bonds, or Sustainability Bonds, nor is any such opinion or certification a recommendation by any Dealer
to buy, sell or hold any such Notes. In the event any such Notes are, or are intended to be, listed, or admitted to
trading on a dedicated "green", "sustainable", "social" or other equivalently-labelled segment of a stock
exchange or securities market, no representation or assurance is given by the Dealers that such listing or
admission will be obtained or maintained for the lifetime of the Notes.
Benchmarks Regulation - Amounts payable under the Notes may be calculated by reference to EURIBOR, SONIA,
SOFR, STR, CMS, PRIBOR, ROBOR, BUBOR, CIBOR, STIBOR and NIBOR which are respectively provided
by the European Money Markets Institute ("EMMI") for EURIBOR, the Bank of England for SONIA, the Federal
Reserve Bank of New York for SOFR, the European Central Bank for STR, ICE Benchmark Administration
Limited ("ICE") for CMS, Czech Financial Benchmark Facility s.r.o. for PRIBOR, the National Bank of Romania
for ROBOR, Budapesti Értéktzsde Zrt. (Budapest Stock Exchange) for BUBOR, Danish Financial Benchmark
Facility ApS for CIBOR, The Swedish Financial Benchmark Facility for STIBOR and Norske Finansielle
Referanser AS for NIBOR. As at the date of this Base Prospectus, each of EMMI (as administrator of EURIBOR),
Czech Financial Benchmark Facility s.r.o. (as administrator of PRIBOR), Budapesti Értéktzsde Zrt. (Budapest
Stock Exchange) (as administrator of BUBOR), Danish Financial Benchmark Facility ApS (as administrator of
CIBOR) and Norske Finansielle Referanser AS (as administrator of NIBOR) appears on the register of
administrators and benchmarks established and maintained by European Securities and Markets Authority
("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011(the "Benchmarks Regulation"). As at the date
of this Base Prospectus, ICE Benchmark Administration (as administrator of CMS), the Bank of England (as
administrator of SONIA), the Federal Reserve Bank of New York (as administrator of SOFR), the European
Central Bank (as administrator of STR), the National Bank of Romania (as administrator of ROBOR) and The
Swedish Financial Benchmark Facility (as administrator of STIBOR) are not included in the register of
administrators maintained by ESMA under Article 36 of the EU Benchmarks Regulation. As far the Issuer is
aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that each of ICE
Benchmark Administration (as administrator of CMS) and The Swedish Financial Benchmark Facility (as
administrator of STIBOR) is not currently required to obtain authorization/registration (or, if located outside the
European Union, recognition, endorsement or equivalence). As far as the Issuer is aware, SONIA, SOFR, STR
and ROBOR do not fall within the scope of the EU Benchmarks Regulation by virtue of Article 2 of that Regulation.
10218418238-v26
- vi -
47-41025581

STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s) (the "Stabilising Manager(s)")) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily
occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later
than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager) in accordance with
all applicable laws and rules.
*****
Notes may be issued on a continuous basis in series (each, a "Series") having one or more issue dates and on
terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each
Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in
tranches (each, a "Tranche") on different issue dates. The specific terms of each Tranche (which, save in respect
of the issue date, issue price, first payment of interest and principal amount of the Tranche, will be identical to
the terms of other Tranches of the same Series) will be set forth in the relevant Final Terms, the form of which is
set out in "Form of Final Terms" below.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed Euro 40,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated
into Euro at the date of the agreement to issue such Notes calculated in accordance with the provisions of the
Dealer Agreement, as defined under "Plan of Distribution"). The maximum aggregate principal amount of Notes
which may be outstanding at any one time under the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealer Agreement.
In this Base Prospectus, unless otherwise specified or the context otherwise requires: references to "Member
State" are references to Member States of the European Economic Area, references to the "UK" are references
to the United Kingdom; references to"$", "U.S.$", "USD" and "US Dollars" are to the lawful currency of the
United States of America; references to "Euro" are to the single currency introduced at the start of the third
stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European
Community, as amended; references to "£" "GBP" and "Pounds Sterling" are to the lawful currency of the
United Kingdom; and references to "Yen" are to the lawful currency of Japan.
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is rated, such
rating will not necessarily be the same as the rating(s) described herein or the rating(s) assigned to Notes already
issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms.
Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be (1) issued by a
credit rating agency established in the European Union and registered under Regulation (EU) No. 1060/2009, as
amended (the "CRA Regulation"), or (2) issued by a credit rating agency established in the UK and registered
under Regulation (EU) No. 1060/2009 on credit rating agencies, as it forms part of UK domestic law by virtue of
the United Kingdom European Union (Withdrawal) Act 2018 (the "UK CRA Regulation") but is endorsed by a
credit rating agency which is established in the European Union and registered under the CRA Regulation, or (3)
issued by a credit rating agency which is not established in the European Union but which is certified under the
CRA Regulation, will be disclosed in the Final Terms. A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
10218418238-v26
- vii -
47-41025581

CONTENTS

RISK FACTORS .................................................................................................................................................. 9
GENERAL DESCRIPTION OF THE EURO 40,000,000,000 EURO MEDIUM TERM NOTE
PROGRAMME ................................................................................................................................................... 36
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 48
FINAL TERMS, SUPPLEMENTS AND FURTHER PROSPECTUSES ..................................................... 51
FORMS OF THE NOTES ................................................................................................................................. 52
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ................................................................ 56
TERMS AND CONDITIONS OF THE ITALIAN LAW NOTES ............................................................... 109
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ........................................... 160
USE OF PROCEEDS ....................................................................................................................................... 163
INFORMATION ON MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A. ......................... 165
FINANCIAL INFORMATION OF MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A. .. 188
INFORMATION ON MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A................................ 189
FINANCIAL INFORMATION OF MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A. ....... 194
PLAN OF DISTRIBUTION ............................................................................................................................ 195
GENERAL CONSENT -- THE AUTHORISED OFFEROR TERMS ....................................................... 201
FORM OF FINAL TERMS ............................................................................................................................. 203
TAXATION ....................................................................................................................................................... 246
GENERAL INFORMATION .......................................................................................................................... 265
INDEX OF DEFINED TERMS ....................................................................................................................... 269

10218418238-v26
- viii -
47-41025581