Obligation Mediocredito 4.684% ( XS2270559367 ) en EUR

Mediocredito

100 % ⇌

Italie

XS2270559367 ( en EUR )

4.684% par an ( paiement trimestriel )

21/06/2026

Prospectus brochure de l'obligation Mediobanca XS2270559367 en EUR 4.684%, échéance 21/06/2026

100 000 EUR

100 000 000 EUR

22/03/2026 ( Dans 41 jours )

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 émise par Mediocredito ( Italie ) , en EUR, avec le code ISIN XS2270559367, paye un coupon de 4.684% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 21/06/2026

OFFERING CIRCULAR

MB FUNDING LUX S.A.
(a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with
registered office at 6, Rue Eugène Ruppert, L-2453 Luxembourg and duly registered with the Luxembourg
Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B209165)
MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.
(a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with
registered office at 4, Boulevard Joseph II, L - 1840 Luxembourg, Grand Duchy of Luxembourg and duly
registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés,
Luxembourg) under number B 112885)
NOTE PROGRAMME
FOR THE ISSUE OF NOTES WHICH WILL BE GUARANTEED BY
MEDIOBANCA BANCA DI CREDITO FINANZIARIO S.p.A.
(a company limited by shares under Italian law)
Under this Note Programme (the Programme), MB Funding Lux S.A (MBFL) and Mediobanca International
(Luxembourg) S.A. (Mediobanca International) (each an Issuer and together the Issuers) may from time to
time issue Notes (the Notes) denominated in any currency agreed between the relevant Issuer and the relevant
Dealer (as defined herein). This Offering Circular supersedes and replaces in its entirety the Offering Circular
dated 29 January 2018. Any Notes issued under the Programme on or after the date of this Offering Circular are
issued subject to the provisions herein. This does not affect any Notes issued prior to the date of this Offering
Circular.
The payment and/or delivery obligations under the Notes of each Issuer will be unconditionally and irrevocably
guaranteed by Mediobanca - Banca di Credito Finanziario S.p.A. (Mediobanca or the Guarantor).
If the Notes are Secured Notes, as specified in the applicable Pricing Supplement, in order to secure its
obligations under the Notes, the relevant Issuer will grant to BNP Paribas Trust Corporation UK Limited, as
security trustee (the Security Trustee) on behalf of holders of Secured Notes (Securityholders), security over
certain collateral (the Collateral Assets), as well as its rights in respect of any Charged Agreement, any
Additional Charged Agreement and the Agency Agreement as described in the following paragraph. If the
Notes are Unsecured Notes such security will not be granted.
The Pricing Supplement may specify that (a) Charged Agreement/Collateral Arrangements apply to the Notes or
(b) Collateral Arrangements Only apply to the Notes. In the case of the Charged Agreement/Collateral
Arrangements, the Pricing Supplement will specify details of the Charged Agreement(s) under which the
relevant Issuer and the specified Counterparty will have payment and/or delivery obligations from time to time
and this may lead to adjustments to the Collateral Assets from time to time. The Charged Agreement(s) may
comprise a Transfer Agreement and a Credit Support Document specified in the Pricing Supplement. In the case
of Collateral Arrangements Only, the relevant Issuer may have the right or obligation to adjust the Collateral
Assets from time to time but there will be no Charged Agreement unless otherwise specified in the Pricing
Supplement.

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The maximum aggregate nominal amount of Notes issued by both Issuers together and from time to time
outstanding under the Programme will not exceed EUR 5,000,000,000 subject to increase in accordance with the
terms of the Programme Agreement.
Application has been made to the Luxembourg Stock Exchange in its capacity as the market operator of the
Euro MTF Market under the Luxembourg act dated 16 July 2019 relating to prospectuses for securities (loi
relative aux prospectus pour valeurs mobilières) to list Notes issued under the Programme on the Euro MTF
Market for a period of 12 months from the date of this Offering Circular. Notice of the aggregate nominal
amount of, interest (if any) payable in respect of, the issue price of, the issue date and maturity date of, and any
other terms and conditions not contained herein which are applicable to, each Tranche of Notes will be set forth
in the applicable Pricing Supplement which, with respect to Notes to be listed on the Euro MTF Market of the
Luxembourg Stock Exchange will be delivered to the Luxembourg Stock Exchange on or before the date of
issue of the Notes of such Tranche.
This Offering Circular may only be used for the purpose for which it has been published. Investors should note
the risk factors set out on pages 6 20 of this Offering Circular.
References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes
have been admitted to trading on the Euro MTF Market and are intended to be listed on the Luxembourg Stock
Exchange. The Luxembourg Stock Exchange's Euro MTF Market is not a regulated market for the purposes of
Directive 2014/65/EU (as amended MiFID II).
The Programme provides that Notes may be listed on or by such other or further stock exchange(s) (other than
in respect of an admission to trading on any market in the European Economic Area (which, for these purposes,
includes the United Kingdom) (the EEA) which has been designated as a regulated market for the purposes of
Regulation (EU) 2017/1129 (the Prospectus Regulation) as may be agreed between the relevant Issuer and the
Dealer. The Issuers may also issue unlisted Notes.
The Notes of each Tranche will either initially be represented by a temporary global note (each a Temporary
Global Note) or, if agreed between the relevant Issuer and the Dealer, be represented by a permanent global
note (each a Permanent Global Note) which, in either case, will be deposited on the issue date thereof with a
common depositary or a common safekeeper, as the case may be, on behalf of Euroclear Bank SA/NV
(Euroclear), and Clearstream Banking S.A. (Clearstream, Luxembourg) and/or any other agreed clearing
system. A Temporary Global Note so issued will be exchangeable, as specified in the applicable Pricing
Supplement, for either a Permanent Global Note or definitive Notes, in each case upon certification as to non-
U.S. beneficial ownership as required by U.S. Treasury regulations. A Permanent Global Note will be
exchangeable for definitive Notes as further described in "Form of the Notes" below.
Arranger
Mediobanca - Banca di Credito Finanziario S.p.A.
Dealers
Mediobanca International (Luxembourg) S.A.
Mediobanca - Banca di Credito Finanziario S.p.A.
The date of this Offering Circular is 4 December 2020

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NOTICES TO INVESTORS
Each Issuer and the Guarantor accept responsibility for the information contained in this Offering Circular. To
the best of the knowledge and belief of each Issuer and the Guarantor (each of which has taken all reasonable
care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the
facts and does not omit anything likely to affect the import of such information.
This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below). This Offering Circular shall, save as
specified herein, be read and construed on the basis that such documents are so incorporated and form part of
this Offering Circular. The Dealers have not separately verified all the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is
accepted by any Dealer as to the accuracy or completeness of the information contained in this Offering Circular
or any other information provided by the Issuers or the Guarantor in connection with the Programme or any
Notes. The Dealers do not accept any liability in relation to the information contained in this Offering Circular
or to any other information provided by the Issuers or the Guarantor in connection with the Programme or any
Notes.
No person has been authorised to give any information or to make any representation not contained in or
consistent with this Offering Circular or any other information supplied in connection with the Programme or
any Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the relevant Issuer, the Guarantor or any of the Dealers.
The delivery of this Offering Circular does not at any time imply that the information contained herein
concerning the Issuers or the Guarantor is correct at any time subsequent to the date hereof or that any other
information supplied in connection with the Programme is correct as of any time subsequent to the date
indicated in the document containing the same. The Dealers expressly do not undertake to review the financial
condition or affairs of the Issuers or the Guarantor and/or any of their respective subsidiaries during the life of
the Programme. Investors should review, inter alia, the most recent financial statements of the relevant Issuer
and, the Guarantor when deciding whether or not to purchase any Notes.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that this Offering Circular may be
lawfully distributed, or that the 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. In particular, no action has been taken by the
Issuers, the Guarantor or any of the Dealers which would permit a public offering of the Notes or distribution of
this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, the Notes may
not be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other
offering material relating to the Programme or Notes issued thereunder may be distributed or published in any
jurisdiction except in circumstances that will result in compliance with any applicable laws and regulations.
Each Dealer has represented or, as the case may be, will be required to represent that all offers and sales by it
will be made on the same terms. Persons into whose possession this Offering Circular or any Notes come must
inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Offering Circular and the offer or sale of Notes in the United States, the EEA (including
Italy, Luxembourg and the United Kingdom) (see "Subscription and Sale" below).
The Notes have not been and will not be registered under the United States Securities Act, 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 (see "Subscription and Sale" below).
All references in this Offering Circular to (i) euro and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European
Union, as amended, (ii) U.S. dollars and U.S.$ refer to the lawful currency for the time being of the United
States of America, (iii) £ and Sterling refer to the lawful currency for the time being of the United Kingdom.
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)) in the applicable
Pricing Supplement 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

3

not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the final terms of the offer of the relevant Tranche of the 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
persons acting on behalf of any Stabilising Manager(s) in accordance with all applicable laws and rules.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of any Notes will 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 the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to
Directive 2014/65/EU (as amended, "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 in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID 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 MiFID Product
Governance Rules.
IMPORTANT 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 EEA or in the United Kingdom. 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 MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (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 or in the United Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be
unlawful under the PRIIPs Regulation.

4

TABLE OF CONTENTS

NOTICES TO INVESTORS .................................................................................................................. 3
RISK FACTORS .................................................................................................................................... 6
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 21
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................... 23
OVERVIEW OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES ........ 24
DESCRIPTION OF THE SECURITY AND COLLATERAL ASSETS ............................................. 30
FORM OF THE NOTES ...................................................................................................................... 31
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 33
USE OF PROCEEDS ........................................................................................................................... 72
INFORMATION RELATING TO MB FUNDING LUX SA .............................................................. 73
INFORMATION RELATING TO MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A. .. 75
INFORMATION ON MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A. ................. 80
TAXATION .......................................................................................................................................... 98
SUBSCRIPTION AND SALE ........................................................................................................... 111
GENERAL INFORMATION ............................................................................................................. 114
FORM OF PRICING SUPPLEMENT ............................................................................................... 116

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RISK FACTORS
References in this section to the Issuer are to the relevant Issuer of a Series of Notes.
(A)
Risks relating to the Issuers, the Guarantor and the Mediobanca Group
Risk factors relating to the Issuers', the Guarantor's and the Mediobanca Group's financial situation.
Liquidity Risk
Liquidity risk is the risk that the relevant Issuer or, if applicable, the Guarantor will be unable to meet its
obligations as they fall due, because of its inability to obtain funding (i.e. funding liquidity risk) and/or because
of its difficulties to sell assets without incurring a capital loss due to the illiquid nature of the market (i.e. market
liquidity risk).
The liquidity of the Issuers and the Guarantor may be affected by (i) national and international markets'
volatility; (ii) potential adverse developments of general economic, financial and other business conditions; (iii)
circumstances making the Issuer temporarily unable to obtain access to capital markets by issuing debt
instruments; and (iv) variations in the Issuer's, or Guarantor's creditworthiness which may affect the
aforementioned market liquidity risk. All the above circumstances may derive from factors as market
disruptions which do not depend on the Issuer's, or the Guarantor's will, but may adversely affect its liquidity
profile.
As at 30 June 2020, the Liquidity Coverage Ratio (LCR) of Mediobanca is equal to 165% (whereby the
required regulatory threshold from 1 January 2018 shall be at least equal to 100%) and the Net Stable Funding
Ratio (NSFR) of Mediobanca is equal to 109% (whereby the required regulatory threshold from 2021 shall be at
least equal to 100%). The Group's targeted longer-term refinancing operations (TLTROs) with the Eurosystem
amounted, as at 30 June 2020, to approximately 5.7 billion. The LCR creates a liquidity buffer that allows the
Issuer's continuity for a 30-day-period in the case of serious distressed situations; the NSFR detects the
structural liquidity, ensuring that assets and liabilities have a structure based on maturities that is sustainable for
Mediobanca.
Despite the above and the continuous monitoring activities of the Guarantor and the Issuers over their liquidity
risk, the occurrence of particular events as the one described herein and/or potential changes in the markets, due
to fluctuations in interest rates, exchange rates and currencies, stock market and commodities prices and credit
spreads and/or other risks relating to the regulatory developments in the prudential requirements field, could
lead to adverse effects on the activities and on the economic/financial position of the Guarantor and the Issuers.
Market volatility and difficult access to debt capital markets can adversely affect the Guarantor's
liquidity
In the event that the extreme volatility and disruption experienced by international and domestic markets in
recent months continue in the future, the Guarantor's liquidity can be adversely affected. The Guarantor's
funding activity relies, for more than 20 per cent., on retail deposits with the Group company CheBanca!, on
medium and long-term debt capital market issues offered to institutional investors and to the public. The
placement to retail investors is made through public offerings (carried out by means of single banking networks
including that of Banco Posta with exclusivity or through syndicated joined banking groups) and sold
directly on the Mercato Telematico delle Obbligazioni managed by Borsa Italiana S.p.A. (MOT). Demand from
institutional investors is met through public offerings on the Eurobond market and private placements of
instruments tailored on the basis of the specific needs of the subscriber.
The volatility of the debt capital markets in Italy and abroad may impair the Guarantor's ability to raise funding
through fixed-income instruments and may affect its liquidity in the long term. In addition, the wider credit
spreads that the markets are experiencing can affect the Guarantor's aggregate cost of funding and have an
impact on its financial results.
Risks in connection with the exposure of the Group to Eurozone sovereign debt
In carrying out its activities, the Group holds substantial volumes of public-sector bonds, including bonds issued
by European countries. The Group's total exposure in this respect as at 30 June 2020 is set out in the tables
A.1.2.a and A.1.2.b of Part E of the audited consolidated annual financial statements of Mediobanca as at and

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for the year ended 30 June 2020 incorporated by reference into this Offering Circular. This could give rise to
operational disruptions to the Group's business.
Furthermore, Mediobanca is affected by disruptions and volatility in the global financial markets. Market
tensions might affect negatively the funding costs and economic outlook of some euro member countries. This,
together with the risk that some countries (even if not very significant in terms of gross domestic product) might
leave the euro area, would adversely affect the Group's ability to fund its financial obligations at a competitive
cost. In particular, Mediobanca's credit ratings are potentially exposed to the risk of reductions in the sovereign
credit rating of Italy. On the basis of the methodologies used by rating agencies, further downgrades of Italy's
credit rating may have a potential knock-on effect on the credit rating of Italian issuers such as Mediobanca.
Thus, any negative developments in the Group's sovereign exposure could adversely affect its results of
operations, business and financial condition.
Risks connected to a potential rating downgrade
The Guarantor, while improving its ability to withstand a hypothetical default by the Republic of Italy, is still
materially dependant on the potential fluctuations of the credit ratings of the Republic of Italy, due to its overall
exposure to the Republic of Italy's sovereign debt. Downgrades or foreseen downgrades of the Republic of Italy
may therefore adversely affect the Guarantor's activities, economic/financial position, operating results and/or
perspectives.
Mediobanca is rated by (i) S&P Global Ratings Europe Limited (formerly, Standard & Poor's Credit Market
Services Italy S.r.l.) (S&P), (ii) Fitch Italia S.p.A. (Fitch) and (iii) Moody's Investor Service Ltd. (Moody's)
which are established in the European Union or in the United Kingdom and registered under Regulation (EC)
No. 1060/2009 on credit rating agencies, (as amended) (the CRA Regulation) as set out in the list of credit
rating agencies registered in accordance with the CRA Regulation published on the website of the European
Securities and Markets Authority pursuant to the CRA Regulation.
A downgrade of Mediobanca's rating (for whatever reason) might result in higher funding and refinancing costs
for Mediobanca in the capital markets. In addition, a downgrade of Mediobanca's rating may limit
Mediobanca's opportunities to extend mortgage loans and may have a particularly adverse effect on
Mediobanca's image as a participant in the capital markets, as well as in the eyes of its clients. These factors
may have an adverse effect on Mediobanca's financial condition and/or the results of its operations.
The Guarantor's and Mediobanca International's operations are dependent on the correct functioning of
their IT systems, which exposes the Guarantor and Mediobanca International to risk
The Guarantor's and Mediobanca International's operations depend on, among other things, the correct and
adequate operation of their IT systems, as well as their continuous maintenance and constant updating.
The Guarantor and Mediobanca International have always invested significant resources in upgrading their
relevant IT systems and improving their defense and monitoring systems. However, possible risks remain with
regard to the reliability of the system (disaster recovery), the quality and integrity of the data managed and the
threats to which IT systems are subject, as well as physiological risks related to the management of software
changes (change management), which could have negative effects on the Guarantor's and the Issuers' business,
results of operations or financial condition.
Among the risks that the Guarantor and Mediobanca International face relating to the management of IT
systems are the possible violations of their systems due to unauthorized access to the Guarantor's and/or
Mediobanca International's corporate network, or IT resources, the introduction of viruses into computers or any
other form of abuse committed via the internet. Like attempted hacking, such violations have become more
frequent over the years throughout the world and therefore can threaten the protection of information relating to
the Issuers and their customers and can have negative effects on the integrity of the Issuers' IT systems, as well
as on the confidence of their customers and on the Guarantor's and Mediobanca International's reputation, with
possible negative effects on their business, results of operations or financial condition.
In addition, the Guarantor's and Mediobanca International's substantial investment in resources in software
development creates the risk that when one or more of the above-mentioned circumstances occurs, the
Guarantor and Mediobanca International may suffer financial losses or impacts on their operations if the
software is destroyed or seriously damaged, or will incur repair costs for the violated IT systems. The Guarantor
and Mediobanca International may also be subject to regulatory sanctions.

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Risk factors relating to the Guarantor's and the Issuers' activities and the market where the Guarantor,
the Issuers and the Group operate.
The Guarantor's and the Issuers' financial results are affected by changes in interest rates
Fluctuations in interest rates in Italy and in the other markets in which the Mediobanca Group operates influence
the Mediobanca Group's performance. The results of the Guarantor's and each Issuer's banking operations are
affected by its management of interest rate sensitivity. Interest rate sensitivity refers to the relationship between
changes in market interest rates and changes in net interest income. More specifically, an increase in interest
rates may result in an increase in the Mediobanca Group's financing cost that is faster and greater than the
increase in the return on assets, due, for example, to a lack of correspondence between the maturities of the
assets and the liabilities that are affected by the change in interest rates, or a lack of correspondence between the
degree of sensitivity to changes in interest rates between assets and liabilities with a similar maturity. In the
same way, a fall in interest rates may also result in a reduction in the return on the assets held by the
Mediobanca Group, without an equivalent decrease in the cost of funding.
A mismatch of interest - earning assets and interest-bearing liabilities in any given period, which tends to
accompany changes in interest rates, may have a material effect on the value of the assets and liabilities held by
the Mediobanca Group and, consequently, on the Guarantor's and the Issuer's financial condition or results of
operations.
The Guarantor and the Issuers' financial results may be affected by market declines and volatility
The results of the Guarantor and the Issuers are affected by general economic, financial and other business
conditions. During recessionary periods, there may be less demand for loan products and a greater number of the
Guarantor's and the Issuers' customers may default on their loans or other obligations. Interest rate rises may
also impact the demand for mortgages and other loan products. The risk arising from the impact of the economy
and business climate on the credit quality of the Guarantor's and the Issuers' borrowers and counterparties,
including sovereign states, can affect the overall credit quality and the recoverability of loans and amounts due
from counterparties.
The Guarantor and each Issuer is therefore exposed by its very nature to potential changes in the value of
financial instruments, including securities issued by sovereign states, due to fluctuations in interest rates,
exchange rates and currencies, stock market and commodities prices and credit spreads, and/or other risks.
Each of the Guarantor and the Issuers is subject to credit and market risk. Current market conditions
are unprecedented
The credit and capital markets have been experiencing extreme volatility and disruption in recent months. To the
extent that any of the instruments and strategies the Guarantor or the Issuer uses to hedge or otherwise manage
its exposure to credit or capital markets risk are not effective, the Guarantor and/or the Issuer may not be able to
mitigate effectively their risk exposures in particular market environments or against particular types of risk.
The Guarantor's and the Issuers' trading revenues and interest rate risk are dependent upon their ability to
identify properly, and mark to market, changes in the value of financial instruments caused by changes in
market prices or interest rates. The Guarantor and the Issuers' financial results also depend upon how effectively
they determine and assess the cost of credit and manage their credit risk and market risk concentration. In
addition, due to market fluctuations, weak economic conditions and/or a decline in stock and bond prices,
trading volumes or liquidity, the Guarantor's and the Issuers' financial results may also be affected by a
downturn in the revenues deriving from its margin interests, principal transactions, investment banking and
securities trading fees and brokerage activities.
Sustained market weakness and volatility may adversely affect the Guarantor's investment banking and
financial advisory revenues and subject the Guarantor to risks of losses from clients and other
counterparties
The Guarantor's investment banking revenues, in the form of financial advisory and debt and equity
underwriting fees, are directly related to the number and size of the transactions in which the Guarantor
participates and may be impacted by continued or further credit market dislocations or sustained market
downturns. Sustained market downturns or continued or further credit market dislocations and liquidity issues
would also likely lead to a decline in the volume of capital market transactions that the Guarantor executes for
its clients and, therefore, to a decline in the revenues that it receives from commissions and spreads earned from
the trades the Guarantor executes for its clients. Further, to the extent that potential acquirers are unable to

8

obtain adequate credit and financing on favorable terms, they may be unable or unwilling to consider or
complete acquisition transactions, and as a result, the Guarantor's merger and acquisition advisory practice
would suffer.
In addition, declines in the market value of securities can result in the failure of buyers and sellers of securities
to fulfil their settlement obligations, and in the failure of the Guarantor's clients to fulfil their credit obligations.
During market downturns, the Guarantor's counterparties in securities transactions may be less likely to
complete transactions. Also, the Guarantor often permits its clients to purchase securities on margin or, in other
words, to borrow a portion of the purchase price from the Guarantor and collateralize the loan with a set
percentage of the securities. During steep declines in securities prices, the value of the collateral securing
margin purchases may drop below the amount of the purchaser's indebtedness. If the clients are unable to
provide additional collateral for these loans, the Guarantor may lose money on these margin transactions. In
addition, particularly during market downturns, the Guarantor may face additional expenses defending or
pursuing claims or litigation related to counterparty or client defaults.
Risks connected to the presence of OTC derivatives in the Group's portfolio
The investors should note that the portfolio of the Group contains so-called "over the counter" (OTC)
derivatives. The fair value of these OTC derivatives depends upon the both the valuation and the perceived
credit risk of the instrument insured or guaranteed or against which protection has been bought and the credit
quality of the protection provider. Market counterparties have been adversely affected by their exposure to
residential mortgage linked products, and their perceived creditworthiness has deteriorated significantly since
2007.
Although the Group seeks to limit and manage direct exposure to market counterparties, indirect exposure may
exist through other financial arrangements and counterparties. If the financial condition of market counterparties
or their perceived creditworthiness deteriorates further, the Group may record further credit valuation
adjustments on the underlying instruments insured by such parties.
Any primary or indirect exposure to the financial condition or creditworthiness of these counterparties could
have a material adverse impact on the results of operations, financial condition and prospects of the Group.
Systemic risks in connection with the economic/financial crisis, uncertainty on the macroeconomic
scenario and impacts deriving from the Covid-19 pandemic
The future evolution of the macroeconomic scenario may have negative effects on the economic and financial
situation of Mediobanca and/or the Group. Adverse changes in the factors described below could lead
Mediobanca and/or the Group to incur losses, to increases in the costs of financing, reductions in the value of
assets held, with a potential negative impact on the liquidity, earnings capacity and economic capital solidity of
Mediobanca and/or the Group.
It should be noted that, in relation to the economic, social and financial consequences deriving from the Covid-
19 pandemic, a deterioration of the health situation connected to the Covid-19 pandemic could adversely affect
the Italian economic, social and financial situation and, consequently, the credit quality and earnings capacity of
Mediobanca which operates, principally, on the Italian market. As at 30 June 2020, the consequences of the
Covid-19 pandemic impacted, in particular, the cost risk. It is noted that, as at 30 June 2020, the credit risks
adjustments increased in respect of the previous financial year by approximately 70% (from 222.6 to 374.9
million) and they express a risk cost of 82 bps (such cost was 52 bps as at 30 June 2019 year and 48 bps as at 31
December 2019); such increase is concentrated in the last quarter (where the credit cost increased to 141 bps).
It should be noted that the operational activity, earnings capacity and stability of the financial system in which
Mediobanca and the Group operate may be influenced by their credit reliability, by the economic situation in
general, in Italy and in the Euro-zone, by the dynamics of the financial markets and the economic, social and
financial consequences deriving from the Covid-19 pandemic. With regard to the financial markets, the solidity
and the growth prospects of the economies of the countries in which Mediobanca operates have a significant
impact on such markets.
The Guarantor's and the Issuers' performance is also influenced by the general economic situation, both
national and for the Eurozone as a whole, and by the trend on financial markets, in particular by the solidity and
growth prospects of the geographical areas in which the Guarantor and the Issuers operate. The macroeconomic
scenario currently reflects considerable areas of uncertainty, in relation to: (a) the crisis generated by the Covid-
19 pandemic, (b) the trends in the real economy with reference to the probability of a recession at a national and

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global level, (c) future developments in the monetary policy of the ECB for the Eurozone area, and the U.S.
Federal Reserve Board for the US dollar area, and the policies implemented by various countries to devalue
their own currencies for competitive reasons; (d) instability if the confidence of holders of debt instruments
issued by the Republic of Italy drops due to the uncertainty of the economic policies and (e) the withdrawal of
the United Kingdom from the European Union.
In relation to the aspect set out in point (a) above, a deterioration of the health situation due to the Covid-19
pandemic could further impact the Italian economic, social and financial situation and, consequently, the credit
quality, capital solidity and earnings capacity of Mediobanca which operates, principally, on the Italian market.
The effect of the Covid-19 pandemic may be estimated as approximately 113 million.
Risks associated with the economic context and consequences of the United Kingdom's exit from the
European Union (Brexit)
The United Kingdom (UK) has left the European Union (EU) as of 31 January 2020 (Brexit). During a
transitional period (tentatively until 31 December 2020), the UK will abide by the EU rules despite not being a
member while the future terms of the UK's relationship with the EU will be negotiated. The uncertainties are
likely to continue to result in market disruptions affecting the Guarantor and the Issuers and heightened
volatility in the market. As of the date of this Offering Circular, the terms of a trade deal and the relationship of
the UK and the EU remain uncertain. Particularly a Brexit without a deal, which could occur if the EU and the
UK fail to reach an agreement, is likely to adversely and significantly affect European or worldwide economic
or market conditions and may contribute to instability in global financial and foreign exchange markets. In
addition, it would likely lead to legal uncertainty and divergent national laws and regulations.
Risk factors relating to the legal and regulatory framework
Changes in the Italian and European regulatory framework could adversely affect the Guarantor's and
the Issuers' business
Mediobanca is subject to extensive regulation and supervision by the Bank of Italy and the Commissione
Nazionale per le Società e la Borsa (the Italian securities market regulator or CONSOB), the European Central
Bank and the European System of Central Banks. Mediobanca International is subject to extensive regulation
and supervision by the European Central Bank and the European System of Central Banks, and by the CSSF in
Luxembourg.
The banking laws to which Mediobanca and Mediobanca International are subject govern the activities in which
banks and foundations may engage and are designed to maintain the safety and soundness of banks, and limit
their exposure to risk. In addition, Mediobanca and Mediobanca International must comply with financial
services laws that govern its marketing and selling practices. The regulatory framework governing the
international financial markets is currently being amended in response to the credit crisis, and new legislation
and regulations are being introduced in Italy and could significantly alter their capital requirements.
The supervisory authorities mentioned above govern various aspects of Mediobanca and Mediobanca
International, which may include, among other things, liquidity levels and capital adequacy, the prevention and
combating of money laundering, privacy protection, ensuring transparency and fairness in customer relations
and registration and reporting obligations. In order to operate in compliance with these regulations, Mediobanca
has in place specific procedures and internal policies. Despite the existence of these procedures and policies,
there can be no assurance that violations of regulations will not occur, which could adversely affect the Group's
results of operations, business and financial condition. The above risks are compounded by the fact that, as at
the date of this Offering Circular, certain laws and regulations have only been recently approved and the
relevant implementation procedures are still in the process of being developed.
The Bank Recovery and Resolution Package is intended to enable a range of actions to be taken in
relation to credit institutions and investment firms considered to be at risk of failing. The implementation
of the directive or the taking of any action under it could materially affect the value of any Securities
Directive 2014/59/EU (the "Bank Recovery and Resolution Directive" or the "BRRD") as amended by
Directive 2017/2399 (the "BRRD Amending Directive") and Directive 2019/879 (the "BRRD II" and, jointly
with the BRRD and the BRRD Amending Directive, the "BRRD Package") provides for the establishment of
an EU-wide framework for the recovery and resolution of credit institutions and investment firms. The BRRD
has been implemented in Italy through the adoption of the Legislative Decrees No. 180/2015 of 16 November

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