Obligation ICREA Bank 1.2% ( XS1179358848 ) en EUR

ICREA Bank

100 % ⇌

Italie

XS1179358848 ( en EUR )

1.2% par an ( paiement annuel )

02/02/2018 - Obligation échue

Prospectus brochure de l'obligation Iccrea Banca XS1179358848 en EUR 1.2%, échue

100 000 EUR

50 000 000 EUR

ICCREA Banca est une banque coopérative italienne offrant des services bancaires aux particuliers, aux entreprises et aux institutions publiques.

L'obligation italienne émise par ICCREA Banca (ISIN : XS1179358848), d'un montant total de 50 000 000 EUR, échéant le 02/02/2018 avec un taux d'intérêt de 1,2% et un paiement annuel, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale.

Base Prospectus

ICCREA Banca S.p.A.
(incorporated with limited liability as a società per azioni under the laws of the Republic of Italy)

3,000,000,000

Euro Medium Term Note Programme
Under the 3,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this base
prospectus (the "Base Prospectus"), which constitutes a base prospectus for the purposes of Article 8 of
Regulation (EU) 2017/1129 (the "Prospectus Regulation"), ICCREA Banca S.p.A. (the "Issuer") may from time
to time issue certain non-equity securities in bearer form denominated in any currency, as described in further
detail herein. The notes issued by the Issuer may be governed by English law (the "English Law Notes") or by
Italian law (the "Italian Law Notes" and together with the English Law Notes, the "Notes").
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the "CSSF"), as competent authority under the Prospectus Regulation. The CSSF only approves this
Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or of the
quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes.
The CSSF gives no undertaking as to the economic or financial opportuneness of the transaction or the quality
and solvency of the Issuer in line with the provisions of Article 6(4) of the Luxembourg law dated 16 July 2019
(the "Luxembourg Prospectus Law").
Application has been made by the Issuer for Notes issued under the Programme described in this Base Prospectus
during the period of twelve months after the date hereof to be listed on the official list and admitted to trading on
the regulated market of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market
is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended,
"MiFID II"). The Programme also allows for Notes to be unlisted or to be admitted to listing, trading and/or
quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed
with the Issuer.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under the Conditions (as
defined herein) as completed by 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
and Drawdown Prospectuses" below. Copies of Final Terms in relation to Notes to be listed on the Luxembourg
Stock Exchange will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
References herein to "Final Terms" shall, if the context so requires, be deemed to be references to the relevant
Drawdown Prospectus.
Notes will be issued by the Issuer to raise funds for its general funding purposes or, if so specified in the applicable
Final Terms, for financing or refinancing green, social or sustainable projects, as the case may be, in accordance
with the principles set out by the International Capital Market Association ("ICMA") (respectively, the Green
Bond Principles ("GBP"), the Social Bond Principles ("SBP") or the Sustainability Bond Guidelines ("SBG")).
The Notes will be issued in series (each, a "Series") and each Series may be issued in one or more tranches (each,
a "Tranche"). The terms of each Series will be set forth in the relevant Final Terms prepared in relation thereto
in accordance with the provisions of this Base Prospectus.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date
of approval (being 7 September 2022) in relation to Notes which are to be admitted to trading on a regulated
market in the European Economic Area (the "EEA"). The expiry date of the validity of the Base Prospectus is 7
September 2023.
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Amounts payable under the Notes may be calculated by reference to EURIBOR, as specified in the relevant Final
Terms. As at the date of this Base Prospectus, EURIBOR is provided and administered by the European Money
Markets Institute ("EMMI"). At the date of this Base Prospectus, EMMI is authorised as a benchmark
administrator, and included on the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) No. 2016/1011
(the "Benchmarks Regulation").
As more fully set out in "Taxation", payments of interest, premium and other income on Notes qualifying as bonds
(obbligazioni) or securities similar to bonds (titoli similari al e obbligazioni) are subject in principle to a
substitutive tax (referred to as the imposta sostitutiva), in certain circumstances. Imposta sostitutiva is levied at
the rate of 26 per cent. In order to obtain exemption from the imposta sostitutiva in respect of payments of interest,
premium or other income relating to the Notes, each Noteholder not resident in the Republic of Italy is generally
required to certify, inter alia, that such Noteholder is eligible for the exemption, as more fully set out in
"Taxation".
Pursuant to the Programme, the Issuer may from time to time issue Notes in bearer form denominated in any
currency agreed between the Issuer, the original dealer named on page 2 and any additional dealer appointed under
the Programme from time to time (each a "Dealer" and together the "Dealers"). Notes admitted to trading on a
regulated market within the EEA or offered to the public in a Member State of the EEA in circumstances which
would otherwise require the publication of a prospectus under Prospectus Regulation will have a minimum
denomination of at least 100,000 (or its equivalent in other currencies calculated as described herein). Senior
Non-Preferred Notes will have a denomination of at least 150,000 (or, where the Senior Non-Preferred Notes
are denominated in a Specified Currency other than Euro, the equivalent amount in such other Specified
Currency). Subordinated Notes will have a denomination of at least 200,000 (or, where the Subordinated Notes
are denominated in a Specified Currency other than Euro, the equivalent amount in such other Specified
Currency). The aggregate nominal amount of all Notes from time to time outstanding under the Programme will
not exceed 3,000,000,000 (or its equivalent in other currencies calculated as described herein).
The Issuer has been assigned public ratings by Fitch Ratings Ireland Limited ("Fitch") on 10 February 2022 as
'BB-', by DBRS Ratings GmbH ("DBRS") on 1 December 2021 as 'BB (high)') and by S&P Global Ratings
Europe Limited ("S&P") on 31 January 2022 as 'BB'. Each of Fitch, DBRS and S&P are established in the EEA
and registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA Regulation"). Each Fitch,
DBRS and S&P appear on the latest update of the list of registered credit rating agencies on the ESMA website
http://www.esma.europa.eu.
The rating Fitch has given to the Issuer is endorsed by Fitch Ratings Ltd, which is established in the UK and
registered under Regulation (EU) No 1060/2009 on credit rating agencies as it forms part of domestic law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). The
rating DBRS has given to the Issuer is endorsed by DBRS Ratings Limited, which is established in the UK and
registered under the UK CRA Regulation. The rating S&P has given to the Issuer is endorsed by S&P Global
Ratings UK Limited, which is established in the UK and registered under the UK CRA Regulation.
A security rating is not a recommendation to buy, sel or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks. The risk factors that may affect the
abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
Arranger and Sole Dealer
MEDIOBANCA Banca di Credito Finanziario S.p.A.

The date of this Base Prospectus is 7 September 2022
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Important Notices
This document constitutes a base prospectus for the purposes of Article 8 of the Prospectus
Regulation.
The Issuer accepts responsibility for the information contained in this Base Prospectus and any
Final Terms and declares that, to the best of its knowledge, the information contained in this
Base Prospectus is in accordance with the facts and the Base Prospectus makes no omission
likely to affect its import.
The Issuer has confirmed to the Dealers that this Base Prospectus (including for this purpose,
each relevant Final Terms) contains all information which the Issuer believes to be (in the
context of the Programme and the issue, offering and sale of the Notes) material; that such
information is true and accurate in all material respects and is not misleading in any material
respect; that any opinions, predictions, expectations or intentions expressed herein are honestly
held or made and are not misleading in any material respect; that there are no other facts in
relation to the information contained or incorporated by reference in this Base Prospectus the
omission of which would, in the context of the Programme and the issue, offering and sale of
the Notes, make any statement therein, or opinions or intentions expressed therein misleading
in any material respect; and that all proper enquiries have been made to verify the foregoing.
This Base Prospectus should be read and construed together with any supplements hereto and
with any other documents incorporated by reference herein and, in relation to any Tranche (as
defined herein) of Notes, should be read and construed together with the relevant Final Terms
(as defined herein).
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 the Issuer 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 the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective
affiliates, and neither the Dealers nor any of their respective affiliates 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 the offering, sale or delivery of any Note shall, in any circumstances, create any
implication that the information contained in this Base Prospectus is true subsequent to the date
hereof or the date upon which this Base Prospectus 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 condition (financial or otherwise), business, prospects or general affairs of the
Issuer or any of its subsidiaries since the date thereof or, if later, 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 at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
This Base Prospectus may only be used for the purposes for which it has been published. The
distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of
the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions
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on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any
Final Terms and other offering material relating to the Notes, see "Subscription and Sale".
In particular, Notes have not been and will not be registered under the United States Securities
Act of 1933 (as amended) (the "Securities Act") and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to U.S. persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to
subscribe for or purchase any Notes and none of them should be considered as a
recommendation by the Issuer, the Dealers or any of them that any recipient of this Base
Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of
this Base Prospectus or any Final Terms shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise), business, prospects or general affairs of the
Issuer and its subsidiaries.
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.
In addition, none of the Dealers have conducted any due diligence on the Issuer's Green, Social
and Sustainability Bond Framework (as defined in the section entitled "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.
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.
ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine
ESG ratings may differ. The Iccrea Cooperative Banking Group's ESG rating is not necessarily
indicative of its current or future operating or financial performance, or any future ability of
the Issuer to service the Notes and are only current as of the dates on which they were initially
issued. Prospective investors must determine for themselves the relevance of any such ESG
ratings information contained in this Base Prospectus or elsewhere in making an investment
decision. Furthermore, ESG ratings shall not be deemed to be a recommendation by the Dealers
or any other person to buy, sell or hold the Notes. Currently, the providers of such ESG ratings
are not subject to any regulatory or other similar oversight in respect of their determination and
award of ESG ratings. For more information regarding the evaluation methodologies used to
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determine ESG ratings, please refer to the relevant ratings agency's website (which website
does not form a part of, nor is incorporated by reference in, this Base Prospectus).
IMPORTANT EEA RETAIL INVESTORS If the Final Terms (or Drawdown Prospectus,
as the case may be) 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 Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
(EU) 2016/97 ("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. Consequently no
key information document required by Regulation (EU) No 1286/2014 (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 (or Drawdown Prospectus,
as the case may be) in respect of any Notes includes 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 domestic law by virtue of the European Union (Withdrawal) Act 2018; or
(ii) a customer within the meaning of the provisions of 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 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 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.
Product Governance under Directive 2014/65/EU (as amended)
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 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.
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Product Governance under UK MiFIR
The Final Terms or Drawdown Prospectus 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 in relation to each 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 any Notes is a manufacturer in respect of such Notes, 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.
The maximum aggregate principal amount of Notes outstanding at any one time under the
Programme will not exceed 3,000,000,000 (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
"Subscription and Sale")). 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 as defined under
"Subscription and Sale".
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 ratings applicable to the Issuer
described above 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 or
endorsed by a credit rating agency established in the EEA and registered under the EU CRA
Regulation or by a credit rating agency which is certified under the EU CRA Regulation and/or
(2) issued or endorsed by a credit rating agency established in the UK and registered under the
UK CRA Regulation or by a credit rating agency which is certified under the UK CRA
Regulation will be disclosed in the Final Terms. In general, European regulated investors are
restricted from using a rating for regulatory purposes if such rating is not (1) issued by a credit
rating agency established in the EEA and registered under the EU CRA Regulation or (2)
provided by a credit rating agency not established in the EEA but is endorsed by a credit rating
agency established in the EEA and registered under the EU CRA Regulation or (3) provided
by a credit rating agency not established in the EEA which is certified under the EU CRA
Regulation. In general, UK regulated investors are restricted from using a rating for regulatory
purposes if such rating is not (1) issued by a credit rating agency established in the UK and
registered under the UK CRA Regulation or (2) provided by a credit rating agency not
established in the UK but is endorsed by a credit rating agency established in the UK and
registered under the UK CRA Regulation or (3) provided by a credit rating agency not
established in the UK which is certified under the UK CRA Regulation.
In this Base Prospectus, unless otherwise specified or where the context requires otherwise:
references to a "Member State" are references to a Member State of the European Economic
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Area; references to a "Condition" are to the correspondingly numbered provision set forth in
the terms and conditions of the English Law Notes (the "Terms and Conditions of the English
Law Notes") or the terms and conditions of the Italian Law Notes (the "Terms and Conditions
of the Italian Law Notes" and, together with the Terms and Conditions of the English Law
Notes, the "Terms and Conditions of the Notes", or the "Conditions")"; references to "",
"EUR" or "euro" are to the currency introduced at the start of the third stage of European
economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No
974/98 of 3 May 1998 on the introduction of the euro, as amended; references to "U.S.$", "U.S.
dollars" or "dollars" are to the lawful currency for the time being of the United States;
references to "£" and "Sterling" are to the lawful currency for the time being of the United
Kingdom; and references to "billions" are to thousands of millions.
The Terms and Conditions of the English Law Notes include summaries of, and are subject to,
the detailed provisions of an agency agreement dated 7 September 2022 (as amended,
supplemented and/or restated from time to time, the "Agency Agreement for the English Law
Notes"). In respect of the Italian Law Notes, the Terms and Conditions of the Italian Law Notes
include summaries of, and are subject to, the detailed provisions of an agency agreement dated
7 September 2022 (as amended, supplemented and/or restated from time to time, the "Agency
Agreement for the Italian Law Notes").
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
which precede them.
Other than in relation to the documents which are deemed to be incorporated by reference, the
information on the websites to which this Base Prospectus refers does not form part of this
Base Prospectus and has not been scrutinised or approved by the CSSF.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer
or Dealers (if any) named as the Stabilisation Manager(s) (or persons acting on behalf of
any Stabilisation 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 Stabilisation Manager(s) (or person(s) acting on behalf of any
Stabilisation Manager(s)) in accordance with all applicable laws and rules.
The Notes may not be a suitable investment for all investors. Each potential investor in the
Notes must determine the suitability of that investment in light of its own circumstances. In
particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the
Notes, the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Base Prospectus or any applicable supplement;
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(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the Notes and the impact the Notes
will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment
in the Notes, including where the currency for principal or interest payments is different
from the potential investor's currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally
do not purchase complex financial instruments as stand-alone investments. They purchase
complex financial instruments as a way to reduce risk or enhance yield with an understood,
measured, appropriate addition of risk to their overall portfolios. A potential investor should
not invest in Notes which are complex financial instruments unless it has the expertise (either
alone or with a financial adviser) to evaluate how the Notes will perform under changing
conditions, the resulting effects on the value of the Notes and the impact this investment will
have on the potential investor's overall investment portfolio.
Legal investment considerations may restrict certain investments. The investment activities of
certain investors are subject to legal investment laws and regulations, or review or regulation
by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as
collateral for various types of borrowing and (iii) other restrictions apply to its purchase or
pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate
regulators to determine the appropriate treatment of Notes under any applicable risk-based
capital or similar rules.

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MARKET INFORMATION AND STATISTICS
Unless otherwise indicated, information and statistics presented in this Base Prospectus
regarding the market share of the Issuer are either derived from, or are based upon, the Issuer's
analysis of data obtained from public sources. Although these sources are believed by the Issuer
to be reliable, the Issuer has not independently verified such information, but the Issuer takes
responsibility for the correct reproduction of such information.
FORWARD LOOKING STATEMENTS
This Base Prospectus may contain certain statements that are, or may be deemed to be, forward-
looking, including statements with respect to the Issuer's and the Group's business strategies,
expansion of operations, trends in their business and their competitive advantage, information
on technological and regulatory changes and information on exchange rate risk and generally
includes all statements preceded by, followed by or that include the words "believe", "expect",
"project", "anticipate", "seek", "estimate", "aim", "intend", "plan", "continue" or similar
expressions. By their nature, forward-looking statements involve known and unknown risks
and uncertainties because they relate to events and depend on circumstances that may or may
not occur in the future. Such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and actual results may differ materially from
those in the forward-looking statements as a result of various factors. Potential investors are
cautioned not to place undue reliance on forward-looking statements, which speak only as of
the date hereof.
Any forward-looking statements are only made as of the date of this Base Prospectus, and the
Issuer does not intend, and does not assume any obligation, to update forward-looking
statements set forth in this Base Prospectus. Many factors may cause the Issuer's or the Group's
results of operations, financial condition, liquidity and the development of the industries in
which they compete to differ materially from those expressed or implied by the forward-
looking statements contained in this Base Prospectus.
ALTERNATIVE PERFORMANCE MEASURES
This Base Prospectus contains references to certain Alternative Performance Measures ("APMs"), as
defined in the guidelines issued on 5 October 2015 by ESMA concerning the presentation of APMs
disclosed in regulated information and prospectuses published as from 3 July 2016 which, although not
recognised as financial measures under International Financial Reporting Standards ("IFRS"), are used
by the management of the Issuer to monitor the Group's financial and operating performance. In
particular:
(i) Direct lending portfolio: the direct lending portfolio, as indicated under the first sub-paragraph
of paragraph "Developments in the Group's network of bank branches" of the section entitled
"Description of the Issuer", is composed of current accounts and demand deposits, time deposits,
securities issued and other payables.
(ii) Customer Loans: the composition of the portfolio of the Group's loans to customers is indicated
under the second and the sixth sub-paragraphs of paragraph "De-risking and NPE reduction" of
the section entitled "Description of the Issuer". In this respect, it should be noted that:
a) Gross NPL Ratio: the measure is calculated as the ratio of gross impaired customer loans to
the aggregate of gross customer loans, and provides a summary indication of the quality of
NPL portfolio.
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b) Net NPL Ratio: the measure is calculated as the ratio of impaired customer loans net of the
relevant accrued value adjustments (rettifiche di valore) to the overall net amount of costumer
loans, and provides a summary of the quality of the NPL portfolio.
c) NPLs coverage: this indicator is calculated as the ratio of the total amount of accrued value
adjustments (rettifiche di valore) on impaired customer loans to the amount of impaired
customer loans gross of the relevant accrued value adjustments (rettifiche di valore), and
provides a summary indication of the level of coverage of impaired customer loans.
d) funding from ordinary customers: the funding from ordinary customers, is indicated under
the second sub-paragraph of paragraph "Financial Information" of the section entitled
"Description of the Issuer". The aggregate value of the customers loans indicated thereof
includes loans registered as amortised financial activities, net of exposures represented by
securities.
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