Obligation A2A SPA 1.5% ( XS2457496359 ) en EUR

A2A SPA

100 % ⇌

Italie

XS2457496359 ( en EUR )

1.5% par an ( paiement annuel )

16/03/2028 - Obligation échue

Prospectus brochure de l'obligation A2A S.p.A XS2457496359 en EUR 1.5%, échue

100 000 EUR

500 000 000 EUR

A2A S.p.A. est une société italienne multi-services opérant dans les secteurs de l'énergie, de l'environnement et des services publics.

L'obligation de type XS2457496359, émise par A2A S.p.A, une entreprise italienne de premier plan opérant dans le secteur des multi-utilités (énergie, eau, environnement), a récemment achevé son cycle de vie financier, confirmant son remboursement intégral et sa maturité. Cette émission, libellée en euros et d'un montant total de 500 000 000 EUR, avait une maturité fixée au 16 mars 2028 et offrait un taux d'intérêt annuel de 1,5%, avec une fréquence de paiement des coupons annuelle et une taille minimale d'achat de 100 000 EUR. Le titre a été remboursé à 100% de sa valeur nominale, validant ainsi la pleine réalisation de ses engagements pour les investisseurs sur cette dette d'origine italienne.

BASE PROSPECTUS

A2A S.p.A.
(incorporated with limited liability in the Republic of Italy)
Euro 6,000,000,000
Euro Medium Term Note Programme
Under this Euro 6,000,000,000 Euro Medium Term Note Programme (the Programme), A2A S.p.A. (the
Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the
Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme
will not exceed Euro 6,000,000,000 (or its equivalent in other currencies calculated as described in the
Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of
the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer
(each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing
basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being
(or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these
risks see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the CSSF), as competent authority under Regulation (EU) 2017/1129, as amended (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 soundness of the transactions contemplated
by this Base Prospectus or the quality and solvency of the Issuer. Application has been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg
Stock Exchange.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such
Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been
listed on the Official List 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 (Directive
2014/65/EU) as amended (MiFID II).
This Base Prospectus is available on the Issuer's website at https://www.a2a.eu/en/investors/debt.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months
from its date in relation to Notes which are to be admitted to trading on a regulated market in the

European Economic Area (the EEA). This Base Prospectus will expire on 27 May 2023. The obligation
to supplement this Base Prospectus in the event of a significant new factor, material mistake or
material inaccuracy does not apply when this Base Prospectus is no longer valid.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to
be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in
circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms
and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which
will be filed with the CSSF. Copies of Final Terms in relation to Notes to be admitted to trading on the
regulated market of the Luxembourg Stock Exchange and listed on the Official List of the Luxembourg
Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other
or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The
Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and
Conditions of the Notes herein, in which event a supplement to the Base Prospectus, if appropriate, or a
drawdown prospectus or a new base prospectus will be made available which will describe the effect of the
agreement reached in relation to such Notes.
The Issuer has been rated "Baa2" (long term) with a "stable" outlook by Moody's France SAS (Moody's) and
"BBB" (long term) and "A-2" (short term) with a "negative" outlook by S&P Global Ratings Europe Limited
(Standard & Poor's). The Programme has been rated "(P)Baa2" by Moody's and "BBB" by Standard &
Poor's. Each of Moody's and Standard & Poor's is established in the European Union and is registered under
the Regulation (EC) No. 1060/2009 (as amended, the CRA Regulation). As such each of Moody's and
Standard & Poor's is included in the list of credit rating agencies published by the European Securities and
Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-
CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated
by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating
will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the
Programme by the relevant rating agency. A security 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.
Amounts payable under the Floating Rate Notes will be calculated by reference to EURIBOR or CMS Rate,
as specified in the applicable Final Terms. As at the date of this Base Prospectus, the European Money
Markets Institute (as administrator of EURIBOR) is included in the ESMA's register of administrators under
Article 36 of the Regulation (EU) No. 2016/1011, as amended (the EU Benchmarks Regulation). As at the
date of this Base Prospectus, the ICE Benchmark Administration (as administrator of CMS Rate) is not
included in register of administrators maintained by the European Securities and Markets Authority (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 the ICE Benchmark Administration is not
currently required to obtain authorisation/registration (or, if located outside the European Union, recognition,
endorsement or equivalence).

ii

Co-Arrangers

J.P. Morgan

UniCredit

Dealers
BBVA
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Goldman Sachs International
J.P. Morgan
IMI Intesa Sanpaolo
Mediobanca
Morgan Stanley
Santander Corporate & Investment Banking
Société Générale Corporate & Investment Banking
UniCredit

The date of this Base Prospectus is 27 May 2022.

iii

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of Notes issued under the Programme for the
purposes of Article 8 of the Prospectus Regulation. When used in this Base Prospectus, Prospectus
Regulation means Regulation (EU) 2017/1129, as amended.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having
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.
In respect of information in this Base Prospectus that has been extracted from a third party, the Issuer
confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to
ascertain from information published by third parties, no facts have been omitted which would render the
reproduced information inaccurate or misleading. Although the Issuer believes that the external sources used
are reliable, the Issuer has not independently verified the information provided by such sources.
This Base Prospectus is to be read in conjunction with any supplements hereto and with all documents which
are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated by reference and
form part of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
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.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers nor by their respective affiliates (including parent companies) as to the accuracy or
completeness of the information contained or incorporated by reference in this Base Prospectus or any other
information provided by the Issuer in connection with the Programme. None of the Dealers nor any of their
respective affiliates (including parent companies) accept any liability in relation to the information contained
or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme.
In relation to Green Bonds and Sustainability Linked Bonds (as defined below), neither the Arrangers nor
any Dealer makes any representation as to the suitability of such Green Bonds and Sustainability Linked
Bonds to fulfil green or sustainability criteria (as applicable) required by prospective investors. The
Arrangers and the Dealers have not undertaken, nor are responsible for, any assessment of the eligibility
criteria for eligible green projects, any verification of whether such Green Bonds and Sustainability Linked
Bonds meet the relevant eligibility criteria, the monitoring of the use of proceeds of any Green Bonds or the
allocation of the proceeds of any Green Bonds (or amounts equal or equivalent thereto) by the Issuer to
particular eligible green projects. None of the Arrangers or the Dealers will verify or monitor the proposed
use of proceeds of the Green Bonds issued under the Programme.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other information supplied in connection with
the Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other

iv

information supplied in connection with the Programme or any Notes should purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base
Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe
for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer 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 Issuer during the life of the
Programme or to advise any investor in Notes issued under the Programme of any information coming to
their attention.
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 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 MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended, 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. Consequently, no key
information document required by Regulation (EU) No. 1286/2014 (as amended or superseded, 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 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 (EUWA); or (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement the Insurance Distribution Directive, 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 EUWA. Consequently, no key information document required by Regulation (EU) No.
1286/2014 as it forms part of domestic law by virtue of the EUWA (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 the 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 in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (as amended, the MiFID II Product Governance
Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise

v

neither the Co-Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID II Product Governance Rules.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may 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 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, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Co-Arrangers nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of
Singapore, as modified or amended from time to time (the SFA) Unless otherwise stated in the Final
Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed
capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).

vi

IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be 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. In particular no action has been taken by the
Issuer or the Dealers which is intended to permit a public offering of any Notes or distribution of this Base
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, 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 or 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, there are restrictions on
the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the EEA
(including, for these purposes, without limitation, the Republic of Italy and Belgium), the United Kingdom,
Japan, Singapore and Switzerland see "Subscription and Sale".
SALES TO ONTARIO PERMITTED INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1)
of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada
may provide a purchaser with remedies for rescission or damages if this Base Prospectus (including any
amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of
the purchaser's province or territory for particulars of these rights or consult with a legal advisor.
SUITABILITY OF INVESTMENT
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 may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has 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;
(ii)
has 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;

vii

(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
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 and tax advisers to determine whether and to what extent (1)
Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3)
other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their
legal and tax advisors or the appropriate regulators to determine the appropriate treatment of Notes under any
applicable risk-based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act
unless an exemption from the registration requirements of the Securities Act is available and in accordance
with all applicable securities laws of any state of the United States and any other jurisdiction (see
"Subscription and Sale").
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
Presentation of Financial Information
The Group's financial information as at and for the years ended 31 December 2020 and 31 December 2021
included in this Base Prospectus has been derived from the audited consolidated financial statements of the
Group for the financial years ended 31 December 2020 and 31 December 2021. Such consolidated financial
statements are incorporated by reference herein (see "Documents Incorporated by Reference") and have
been prepared in accordance with:
·
Article 154-ter of Legislative Decree No. 58 of 24 February 1998, as amended (the Financial
Services Act) and CONSOB Regulation No. 11971 of 14 May 1999, as amended (Regulation No.
11971); and
·
International Financial Reporting Standards (IFRS) issued by the International Accounting
Standard Board (IASB) as endorsed by the European Union. IFRS means all the revised
international accounting standards (IAS) and all the interpretations of the International Financial
Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations
Committee (SIC).
·
The accounting principles applied in preparing the Group's audited consolidated financial statements
as at and for the year ended 31 December 2020 and 31 December 2021 are the same as those used to
prepare the Group's audited consolidated financial statements as at and for the year ended 31
December 2019, except for:
o the new Standard IFRS 16 - Leases adopted by the Group starting from 1 January 2019;
o the amendments to Standard IFRS 9 Financial Instruments effective from 1 January 2019
with no significant impact on the Group's consolidated financial statement;

viii

o the amendments to IAS 28 Investments in Associates and Joint Ventures effective from 1
January 2019 with no significant impact on the Group's consolidated financial statement;
o the amendments to IAS 19 Employee Benefits effective from 1 January 2019 with no
significant impact on the Group's consolidated financial statement;
o the amendments to IAS 1 Presentation of Financial Statements - and IAS 8 Accounting
policies, Changes in Accounting Estimates and Errors effective from 1 January 2020 with
no significant impact on the Group's consolidated financial statement.
o the amendments to IFRS 9 Financial Instruments IAS 39 Financial Instruments:
Recognition and Measurement and IFRS 7 Financial Instruments: Disclosure effective
from 1 January 2020 with no significant impact on the Group's consolidated financial
statement;
o the amendments to IFRS 3 Business Combinations effective from 1 January 2020 with no
significant impact on the Group's consolidated financial statement;
o the amendments to IFRS 16 Leases applicable to all financial statements closed from 1
June 2020 with no significant impact on the Group's consolidated financial statement.
Alternative Performance Measures
This Base Prospectus and the documents incorporated by reference contain certain alternative performance
measures (APMs) which differ from the IFRS-EU financial indicators adopted by the Group and presented
in the audited consolidated financial statements as at and for the years ended, respectively, 31 December
2020 and 31 December 2021 and the press release dated 12 May 2022 headed "A2A, Results as at March 31,
2022" relating to the certain unaudited consolidated interim data of A2A for the three month period ended 31
March 2022.
Such APMs are extracted directly from, respectively, the audited consolidated financial statements as at and
for the years ended, respectively, 31 December 2020 and 31 December 2021 and the press release dated 12
May 2022 headed "A2A, Results as at March 31, 2022" and are useful to present the results more efficiently
and to analyse the financial performance of the A2A Group. In particular, AMPs, as well as comparatives
with the previous period, are included, inter alia, in the section headed "Consolidated results and report on
operation" of the report on operation for the financial year ended 31 December 2020 and 31 December 2021
(the Report on Operation 2020 and Report on Operation 2021).
On 3 December 2015, CONSOB (Commissione Nazionale per le Società e la Borsa, the Italian securities and
exchange commission) issued Communication No. 92543/15 that acknowledged the Guidelines issued on 3
October 2015 by ESMA concerning the presentation of APMs disclosed in regulated information and
prospectuses published as from 3 July 2016 (the Guidelines). The Guidelines which update the previous
CESR Recommendation (CESR/05-178b) are aimed at promoting the usefulness and transparency of
APMs in order to improve their comparability, reliability and comprehensibility. In addition, ESMA also
published a Questions and Answers (Q&A) document on the Guidelines, last updated on 1 April 2022, to
promote common supervisory approaches and practices in the application of the Guidelines.
In line with the Guidelines, the definitions, contents, basis of calculation and criteria used to construct the
APMs adopted by the A2A Group are described below.

ix

Gross operating income (or EBITDA or Gross operating margin)
Gross operating income (otherwise referred to as EBITDA) is an operating performance indicator, calculated
as "Net Operating Income" (otherwise referred to as EBIT) plus "Depreciation, amortisation, provisions and
write-downs".
This APM is used by A2A as financial target in presentations both within the A2A Group (business plans)
and externally (such financial analysts and investors presentations); it represents a useful measure to assess
the operating performance of the A2A Group (both as a whole and in terms of individual Business Unit),
also through a comparison between the operating results of the reporting period with those relating to
previous periods or years. Furthermore, such measure allows A2A to conduct trend analysis and compare
internal efficiency performance over time.
Result from non-recurring transactions
The Result from non-recurring transactions is an alternative performance indicator designed to highlight
the capital gains/losses arising from the valuation at fair value of non-current assets sold and the results from
the sale of equity investments in unconsolidated subsidiaries and associated companies and other non-
operating income/expenses.
This indicator is placed between net operating income and the financial balance. In this way, net operating
income is not affected by non-recurring operations, making it easier to measure the effective performance of
the Group's ordinary operating activities.
This APM is used by A2A as a measure for the evaluation of the performance associated with non-current
assets and liabilities held for sale (or disposal groups) of the A2A Group in internal presentations (business
plans) and in external presentations (such as analysts and investors presentations).
Net fixed capital
The Net fixed capital is determined as the algebraic sum of:
-
tangible assets;
-
intangible assets;
-
investments accounted for using the equity method and other non-current financial assets;
-
other non- current assets and liabilities;
-
deferred tax assets and deferred tax liabilities;
-
provisions for risks, charges and liabilities for landfills;
-
employee benefits.
This APM is used by the A2A Group as a financial target in presentations both within the Group (business
plans) and externally (presentations to financial analysts and investors); it represents a useful measure for the
evaluation of net fixed assets of the A2A Group as a whole, also through the comparison of the reporting
period with those of the previous periods or years. Furthermore, such measure allows A2A to conduct
analyses on operational trends and measure performance in terms of operational efficiency over time.
Working capital
The Working capital is calculated as the algebraic sum of:
-
inventories;

x

Document Outline

#1">An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
#4">Important Information
- #8">Presentation of Financial Information
- #9">Alternative Performance Measures
- #10">Gross operating income (or EBITDA or Gross operating margin)
- #10">Result from non-recurring transactions
- #10">Net fixed capital
- #10">Working capital
- #11">Capital employed / Net capital employed
- #11">Sources of funds
- #11">Net Financial Position/Net debt
- #12">Investments in tangible and intangible assets (or Gross investments or Capex in tangible and intangible assets)
- #12">Certain Defined Terms and Conventions
- #12">Presentation of Other Information
- #13">In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of a law is a reference to that law or provision as extended, amended or re-enacted.
- #13">Forward-Looking Statements
#22">MATERIAL RISKS THAT ARE SPECIFIC TO THE ISSUER AND THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE NOTES ISSUED UNDER THE PROGRAMME
- #22">Adverse evolution of the regulated environment in which the Group operates.
- #23">The Group is exposed to revision of tariffs in waste, water and distribution networks sectors
- #24">The Group's ability to achieve its strategic objectives could be impaired if it is unable to maintain or obtain the required licences, authorisations, permits, approvals and consents
  - #24">The Group's operations are subject to extensive environmental statutes, rules and regulations
- #24">
  
  ð·
  - #24">Liquidity and funding risks
  - #24">Commodity and energy price risk
    - #24">The Group's credit rating and financial market conditions may affect its ability to obtain funding
  - #25">The Group is exposed to counterparty risk arising from its commercial activity
  - #25">The financing agreements that the Group has entered into contain restrictive covenants that limit its operations
  - #25">Interest rate risk
- #26">
  
  ð·
  - #26">Risks related to macroeconomic trends and GDP growth rates
    - #26">Risks related to socio-environmental context
    - #26">Risks related to acquisitions of new businesses and integration with the Groups existing operations
  - #27">Increasing competition in the retail electric / natural gas markets
  - #27">Hydrological droughts or other changes in weather and atmospheric conditions
  - #27">Operational risks due to the ownership and management of power stations, co-generation and waste-to-energy plants, distribution networks and plants
  - #28">Information technology risk
    - #28">Legal and non-compliance risk
#28">FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME
- #28">Risks related to the structure of a particular issue of Notes
  - #29">Risks applicable to all Notes
  - #29">Redemption for tax reasons.
  - #29">If the Notes include a feature to convert the interest basis from a fixed rate to a floating rate, or vice versa, this may affect the secondary market and the market value of the Notes concerned.
  - #29">Notes which are issued at a substantial discount or premium may experience price volatility in response to changes in market interest rates.
  - #31">In respect of any Notes issued as "Green Bonds" there can be no assurance that the relevant use of proceeds will be suitable for the investment criteria of an investor.
  - #32">Step Up Notes (Sustainability-linked BondsŽ) may not be a suitable investment for all investors seeking exposure to assets with sustainability characteristics
  - #34">A portion of the Group's indebtedness may include certain triggers linked to sustainability key performance indicators
  - #34">The regulation and reform of "benchmarks" may adversely affect the value of Notes linked to or referencing such "benchmarks"
- #35">Investors should consult their own independent advisers and make their own assessment about the potential risks imposed by the EU Benchmarks Regulation and/or the UK Benchmarks Regulation, as applicable, or any of the international or national reforms...
- #35">Risks related to Notes generally
  - #36">The conditions of the Notes contain provisions which may permit their modification without the consent of all investors.
    - #36">The conditions of the Notes contain provisions for calling meetings of Noteholders to consider and vote upon matters affecting their interests generally, or to pass resolutions in writing. These provisions permit defined majorities to bind all Notehol...
    - #36">Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes and may be adversely affected if definitive Notes are subsequently required to be issued.
- #36">Risks related to the market generally
  - #36">An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell their Notes
  - #37">Delisting of the Notes
  - #37">If an investor holds Notes which are not denominated in the investor's home currency, they will be exposed to movements in exchange rates adversely affecting the value of their holding. In addition, the imposition of exchange controls in relation to a...
  - #37">The value of Fixed Rate Notes may be adversely affected by movements in market interest rates.
  - #37">Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with an investment in those Notes.
  - #38">Potential conflicts of interest with the Calculation Agent
- #45">General
#49">
#54">
#57">
#57">THIRD PARTY INFORMATION
#63">1. Form, Denomination and Title
#64">2. Status of the Notes
#64">3. Negative Pledge
- #64">(a) all amounts payable by the Issuer under the Notes and any related Coupons are secured by the Security Interest equally and rateably with such Relevant Indebtedness; or
- #64">(b) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders.
  - #64">(i) the foregoing restrictions will not apply to (A) any Security arising pursuant to any mandatory provision of law other than as a result of any action taken by the Issuer or a Material Subsidiary; (B) any Security Interest existing over the assets ...
  - #65">(ii) nothing in this Condition shall prevent the Issuer or any of its Material Subsidiaries from creating or permitting to subsist any Security Interest to secure Relevant Indebtedness upon, or with respect to, any of its present or future assets (inc...
  - #65">(iii) the foregoing restrictions will not apply to any Security that does not fall within subparagraphs (i) and (ii) above and that secures Relevant Indebtedness which, when aggregated with Relevant Indebtedness secured by all other Security permitte...
    - #65">Group means the Issuer and its Subsidiaries;
    - #65">Relevant Indebtedness means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures or other securities which are, or are capable of being, quoted, listed or o...
      - #65">Project means any project carried out, directly and/or indirectly, by an Person pursuant to one or more contracts for (i) the ownership, acquisition (in each case, in whole or in part), development, design, construction, upgrading, leasing, operation...
#66">4. Interest
- #66">4.1 Interest on Fixed Rate Notes
  - #66">(a) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or
  - #66">(b) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
    - #67">Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.1:
      - #67">(a) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms:
      - #67">(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equa...
      - #67">(ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
      - #67">(A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occ...
      - #67">(B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
      - #67">(b) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such nu...
    - #67">Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, th...
    - #67">sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.
- #67">4.2 Interest on Floating Rate Notes
  - #67">(a) Interest Payment Dates
    - #67">(i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
    - #67">(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period spe...
      - #68">(A) in any case where Specified Periods are specified in accordance with Condition 4.2 - (a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant...
      - #68">(B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
      - #68">(C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be bro...
      - #68">(D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
        #68">In these Conditions, Business Day means:
        #68">(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in each Additional Business Centre (other than TARGET2 System (as ...
        #68">(b) if TARGET2 System is specified as an Additional Business Centre in the applicable Final Terms, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open; and
        #68">(c) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign cu...
  - #68">(b) Rate of Interest
    - #69">(i) ISDA Determination for Floating Rate Notes
      - #69">(A) the Floating Rate Option is as specified in the applicable Final Terms;
      - #69">(B) the Designated Maturity, if applicable, is a period specified in the applicable Final Terms; and
      - #69">(C) the relevant Reset Date is the day specified in the applicable Final Terms.
    - #69">(ii) Screen Rate Determination for Floating Rate Notes
      - #69">(A) Floating Rate Notes other than CMS Linked Interest Notes
        #69">I. the offered quotation; or
        #69">II. the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,
      - #71">(B) Floating Rate Notes which are CMS Linked Interest Notes
        #72">Relevant Swap Rate means:
        #72">(i) where the Reference Currency is Euro, the mid-market annual swap rate determined on the basis of the arithmetic mean of the bid and offered rates for the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating euro intere...
        #72">(ii) where the Reference Currency is any other currency of if the Final Terms specify otherwise, the mid-market swap rate as determined in accordance with the applicable Final Terms.
  - #72">(c) Minimum Rate of Interest and/or Maximum Rate of Interest
  - #72">(d) Determination of Rate of Interest and calculation of Interest Amounts
    - #72">(A) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note; or
    - #72">(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;
      - #73">Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.2:
        #73">(i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual nu...
        #73">(ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
        #73">(iii) if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
        #73">(iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
        #73">(v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
        #74">(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
        #74">Day Count Fraction =
        #74">(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
        #74">Day Count Fraction =
  - #74">(e) Linear Interpolation
  - #75">(f) Notification of Rate of Interest and Interest Amounts
  - #75">(g) Certificates to be final
- #75">4.3 Step Up Option
  - #76">CO2eq means carbon dioxide equivalent;
  - #76">Energy Production is the activity indicator for the power generation sector and represents the number of MWh generated;
  - #76">External Verifier means:
    - #76">(a) in relation to a Scope 1 CO2 Emission Intensity Event, a qualified provider of third-party assurance or attestation services appointed by the Issuer on or prior to the Issue Date of the Notes to review the Issuer's statement of the Scope 1 CO2 Emi...
    - #77">(b) in relation to a Renewable Energy Capacity Installation Event, a qualified provider of third-party assurance or attestation services appointed by the Issuer on or prior to the Issue Date of the Notes to review the Issuer's statement of the Renewab...
    - #77">(c) in relation to Waste Treated in Groups Material Recovery Plants Event, a qualified provider of third-party assurance or attestation services appointed by the Issuer on or prior to the Issue Date of the Notes, to review the Issuer's statement of t...
  - #77">External Verifier Assurance Report has the meaning given to it in Condition 14 (Available Information);
  - #77">First Renewable Energy Capacity Installation Event Step Up Margin means the amount specified in the applicable Final Terms as being the First Renewable Energy Capacity Installation Event Step Up Margin;
  - #77">First Renewable Energy Capacity Installation Reference Date is the date specified in the applicable Final Terms;
  - #77">First Renewable Energy Capacity Installation Threshold means the threshold specified in the applicable Final Terms as being the First Renewable Energy Capacity Installation Threshold;
  - #77">First Scope 1 CO2 Emission Intensity Event Step Up Margin means the amount specified in the applicable Final Terms as being the First Scope 1 CO2 Emission Intensity Event Step Up Margin;
  - #77">First Scope 1 CO2 Emission Intensity Reference Date is the date specified in the applicable Final Terms;
  - #77">First Scope 1 CO2 Emission Intensity Threshold means the threshold expressed in CO2 grams per kWh specified in the applicable Final Terms as being the First Scope 1 CO2 Emission Intensity Threshold;
    - #77">First Step Up Date means:
    - #77">(a) in relation to a Scope 1 CO2 Emission Intensity Event, the first day of the next Interest Period following the date on which the Issuer is required to publish the NFD Report as of and for the period ending on the First Scope 1 CO2 Emission Intensi...
    - #77">(b) in relation to a Renewable Energy Capacity Installation Event, the first day of the next Interest Period following the date on which the Issuer is required to publish the NFD Report as of and for the period ending on the First Renewable Energy Cap...
    - #78">(c) in relation to a Waste Treated in Groups Material Recovery Plants Event, the first day of the next Interest Period following the date on which the Issuer is required to publish the NFD Report as of and for the period ending on the First Waste Tre...
  - #78">First Step Up Event Notification Date means a Business Day falling no later than 30 days prior to the relevant First Step Up Date;
  - #78">First Step Up Margin means the First Scope 1 CO2 Emission Intensity Event Step Up Margin or the First Renewable Energy Capacity Installation Event Step Up Margin or the First Waste Treated in Groups Material Recovery Plants Event Step Up Margin, as ...
  - #78">First Waste Treated in Groups Material Recovery Plants Event Step Up Margin means the amount specified in the applicable Final Terms as being the First Waste Treated in Groups Material Recovery Plants Event Step Up Margin;
  - #78">First Waste Treated in Groups Material Recovery Plants Reference Date is the date specified in the applicable Final Terms;
  - #78">First Waste Treated in Groups Material Recovery Plants Threshold means the threshold specified in the applicable Final Terms as being the First Waste Treated in Groups Material Recovery Plants Threshold;
  - #78">GHG means greenhouse gases, being gases which absorb and emit radiation in the atmosphere contributing to the greenhouse effect, including (among others) carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFC), perfluorocar...
  - #78">GHG Report is a section included in the NFD Report or any other Separate Report focused on the Science Based Target initiatives (SBTi), providing the Group's physical emissions for the Group's chosen Inventory boundary in accordance with Science Base...
    - #78">GW means gigawatt;
  - #78">Initial Margin is the Margin applicable on the Issue Date, as specified in the applicable Final Terms;
  - #78">Initial Rate of Interest means the initial Rate of Interest specified in the applicable Final Terms;
  - #78">Inventory means a quantified list of the Group's GHG Emissions and sources;
  - #78">kWh means kilowatt hour;
  - #78">Limited Assurance Report has the meaning given to it in Condition 14 (Available Information);
  - #78">Material Recovery means any recovery operation (including, inter alia, preparing for re-use, recycling and backfilling) which is made in a material recovery plant or in a selection plant (in each case including, in a different stage of process, paper...
  - #78">Mt means mega tonnes;
  - #78">MW means megawatt;
  - #79">MWh means megawatt hour;
  - #79">NFD Report has the meaning given to it in Condition 14 (Available Information);
  - #79">OFMSW means organic fraction of the municipal solid waste;
  - #79">Renewable Energy Capacity means the maximum instantaneous power (technical data sheet or dati di targa) expressed in GW that a renewable power plant, (which can include any of the following types of plants: solar photovoltaic panels, solar thermal en...
  - #79">Renewable Energy Capacity Installation means the amount of Renewable Energy Capacity (expressed in GW) owned by the Issuer or its consolidated subsidiaries or joint operations or by merged and acquired companies as of a given date, including hydro pl...
  - #79">Renewable Energy Capacity Installation Condition means the notification in writing by the Issuer to the Agent and the Noteholders in accordance with Condition 13 (Notices) on the Step Up Event Notification Date that the Renewable Energy Capacity Inst...
  - #79">Renewable Energy Capacity Installation Event means the failure of the Issuer to satisfy the Renewable Energy Capacity Installation Condition provided that no Renewable Energy Capacity Installation Event shall occur in case of the failure of the Issue...
    - #79">(a) an amendment to, or change in, any applicable laws, regulations, rules, guidelines and policies, or
    - #79">(b) the removal of the concession granted to A2A with respect to the management of its hydropower assets;
    - #79">Science Based Target Criteria 3.0 means the document entitled SBTi Criteria and Recommendations, TWG-INF-002, Version 3.0 dated May 23, 2018Ž (in respect of submissions made between 23 May 2018 and 15 October 2019) released by the SBTi that includes ...
  - #80">Science Based Target initiatives or SBTi means the initiative that stems from the collaboration between the Carbon Disclosure Project (CDP), the United Nations Global Compact (UNGC), the World Resources Institute (WRI) and the World Wide Fund for Nat...
  - #80">Scope 1 CO2 Emission Intensity means the ratio between absolute Scope 1 GHG Emissions (expressed in grams of CO2eq) and Energy Production (expressed in kWh), reported by the Issuer in its NFD Report, as calculated in good faith by the Issuer, confirme...
  - #80">Scope 1 CO2 Emission Intensity Condition means the notification in writing by the Issuer to the Agent and the Noteholders in accordance with Condition 13 (Notices) on the relevant Step Up Event Notification Date that the Scope 1 CO2 Emission Intensit...
  - #80">Scope 1 CO2 Emission Intensity Event means the failure of the Issuer to satisfy the Scope 1 CO2 Emission Intensity Condition, provided that no Scope 1 CO2 Emission Intensity Event shall occur in case of the failure of the Issuer to satisfy the Scope ...
    - #80">(a) an amendment to, or change in, any applicable laws, regulations, rules, guidelines and policies, applicable to and/or relating to (i) the closure of the thermo-electric power plants owned by the Issuer or its consolidated subsidiaries or joint ope...
    - #80">(b) the relevant energy concessions granted to the Issuer or its consolidated subsidiaries or joint operations or by merged and acquired companies, being amended, revoked or the relevant expiration date being shortened;
  - #80">Scope 1 GHG Emissions means GHGs absolute emissions which are released into the atmosphere, , reported in the form of amount of emissions in mega tonnes of CO2eq, which occur from sources that are owned by or controlled by the Issuer or its consolida...
  - #81">Second Renewable Energy Capacity Installation Event Step Up Margin means the amount specified in the applicable Final Terms as being the Second Renewable Energy Capacity Installation Event Step Up Margin which, if so specified in the applicable Final...
  - #81">Second Renewable Energy Capacity Installation Reference Date is the date specified in the applicable Final Terms;
  - #81">Second Renewable Energy Capacity Installation Threshold means the threshold specified in the applicable Final Terms as being the Second Renewable Energy Capacity Installation Threshold;
  - #81">Second Scope 1 CO2 Emission Intensity Event Step Up Margin means the amount specified in the applicable Final Terms as being the Second Scope 1 CO2 Emission Intensity Event Step Up Margin which, if so specified in the applicable Final Terms, shall on...
    - #81">Second Scope 1 CO2 Emission Intensity Reference Date is the date specified in the applicable Final Terms;
    - #81">Second Scope 1 CO2 Emission Intensity Threshold means the threshold expressed in CO2 grams per kWh specified in the applicable Final Terms as being the Second Scope 1 CO2 Emission Intensity Threshold;
  - #81">Second Step Up Date means:
    - #81">(a) in relation to a Scope 1 CO2 Emission Intensity Event, the first day of the next Interest Period following the date on which the Issuer is required to publish the NFD Report as of and for the period ending on the Second Scope 1 CO2 Emission Intens...
    - #81">(b) in relation to a Renewable Energy Capacity Installation Event, the first day of the next Interest Period following the date on which the Issuer is required to publish the NFD Report as of and for the period ending on the Second Renewable Energy Ca...
    - #81">(c) in relation to a Waste Treated in Groups Material Recovery Plants Event, the first day of the next Interest Period following the date on which the Issuer is required to publish the NFD Report as of and for the period ending on the Second Waste Tr...
  - #81">Second Step Up Event Notification Date means a Business Day falling no later than 30 days prior to the relevant Second Step Up Date;
  - #81">Second Step Up Margin means the Second Scope 1 CO2 Emission Intensity Event Step Up Margin or the Second Renewable Energy Capacity Installation Event Step Up Margin or the Second Waste Treated in Groups Material Recovery Plants Event Step Up Margin,...
  - #81">Second Waste Treated in Groups Material Recovery Plants Event Step Up Margin means the amount specified in the applicable Final Terms as being the Second Waste Treated in Groups Material Recovery Plants Event Step Up Margin which, if so specified i...
  - #82">Second Waste Treated in Groups Material Recovery Plants Reference Date is the date specified in the applicable Final Terms;
  - #82">Second Waste Treated in Groups Material Recovery Plants Threshold means the threshold specified in the applicable Final Terms as being the Second Waste Treated in Groups Material Recovery Plants Threshold;
  - #82">Step Up Date means the First Step Up Date and, if applicable, the Second Step Up Date and, if applicable, the Third Step Up Date and, each such date, the relevant Step Up Date;
  - #82">Step Up Event means either a Scope 1 CO2 Emission Intensity Event and/or Renewable Energy Capacity Installation Event and/or Waste Treated in Groups Material Recovery Plants Event, as specified in the applicable Final Terms;
  - #82">Step Up Event Notification Date means the First Step Up Event Notification Date and, if applicable, the Second Step Up Event Notification Date and, if applicable, the Third Step Up Event Notification Date and, each such date, the relevant Step Up Eve...
  - #82">Step Up Margin means the relevant First Step Up Margin and, if so specified in the applicable Final Terms, the relevant Second Step Up Margin and, if specified in the applicable Final Terms, the Third Step Up Margin and, each such margin, the relevan...
  - #82">Third Renewable Energy Capacity Installation Event Step Up Margin means the amount specified in the applicable Final Terms as being the Third Renewable Energy Capacity Installation Event Step Up Margin which, if so specified in the applicable Final T...
  - #82">Third Renewable Energy Capacity Installation Reference Date is the date specified in the applicable Final Terms;
  - #82">Third Renewable Energy Capacity Installation Threshold means the threshold specified in the applicable Final Terms as being the Third Renewable Energy Capacity Installation Threshold;
  - #82">Third Scope 1 CO2 Emission Intensity Event Step Up Margin means the amount specified in the applicable Final Terms as being the Third Scope 1 CO2 Emission Intensity Event Step Up Margin which, if so specified in the applicable Final Terms, shall only...
    - #82">Third Scope 1 CO2 Emission Intensity Reference Date is the date specified in the applicable Final Terms;
    - #82">Third Scope 1 CO2 Emission Intensity Threshold means the threshold expressed in CO2 grams per kWh specified in the applicable Final Terms as being the Third Scope 1 CO2 Emission Intensity Threshold;
  - #82">Third Step Up Date means:
    - #82">(a) in relation to a Scope 1 CO2 Emission Intensity Event, the first day of the next Interest Period following the date on which the Issuer is required to publish the NFD Report as of and for the period ending on the Third Scope 1 CO2 Emission Intensi...
    - #83">(b) in relation to a Renewable Energy Capacity Installation Event, the first day of the next Interest Period following the date on which the Issuer is required to publish the NFD Report as of and for the period ending on the Third Renewable Energy Cap...
    - #83">(c) in relation to a Waste Treated in Groups Material Recovery Plants Event, the first day of the next Interest Period following the date on which the Issuer is required to publish the NFD Report as of and for the period ending on the Third Waste Tre...
  - #83">Third Step Up Event Notification Date means a Business Day falling no later than 30 days prior to the relevant Third Step Up Date;
  - #83">Third Step Up Margin means the Third Scope 1 CO2 Emission Intensity Event Step Up Margin or the Third Renewable Energy Capacity Installation Event Step Up Margin or the Third Waste Treated in Groups Material Recovery Plants Event Step Up Margin, as ...
  - #83">Third Waste Treated in Groups Material Recovery Plants Event Step Up Margin means the amount specified in the applicable Final Terms as being the Third Waste Treated in Groups Material Recovery Plants Event Step Up Margin which, if so specified in ...
  - #83">Third Waste Treated in Groups Material Recovery Plants Reference Date is the date specified in the applicable Final Terms;
  - #83">Third Waste Treated in Groups Material Recovery Plants Threshold means the threshold specified in the applicable Final Terms as being the Third Waste Treated in Groups Material Recovery Plants Threshold;
  - #83">Waste Treated in Groups Material Recovery Plants means the total amount of waste treated (municipal and special), including preparation prior to recovery, aimed at recovering material at the Groups Material Recovery plants (expressed in Mega Tonnes ...
    - #83">Waste Treated in Groups Material Recovery Plants Condition means the notification in writing by the Issuer to the Agent and the Noteholders in accordance with Condition 13 (Notices) on the relevant Step Up Event Notification Date that the Waste Treat...
    - #84">Waste Treated in Groups Material Recovery Plants Event means the failure of the Issuer to satisfy the Waste Treated in Groups Material Recovery Plants Condition provided that no Waste Treated in Groups Material Recovery Plants Event shall occur in...
- #84">4.4 Accrual of interest
  - #84">(a) the date on which all amounts due in respect of such Note have been paid; and
  - #84">(b) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13 (Notices).
- #84">4.5 Benchmark Discontinuation
  - #84">(a) Independent Adviser
  - #85">(b) Successor Rate or Alternative Rate
    - #85">(i) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 4.5(c) (Adjustment Spread)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant c...
    - #85">(ii) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 4.5(c) (Adjustment Spread) subsequently be used in place of the Original Reference Rate to determin...
  - #85">(c) Adjustment Spread
  - #85">(d) Benchmark Amendments
  - #86">(e) Notices
  - #86">(f) Survival of Original Reference Rate
    - #86">Adjustment Spread means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser determines is required to be applied to the Successor Rate or the Alter...
      - #86">(a) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alter...
      - #86">(b) the Independent Adviser determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or t...
      - #86">(c) the Independent Adviser determines (acting in good faith and in a commercially reasonable manner) to be appropriate;
    - #86">Alternative Rate means an alternative benchmark or screen rate which the Independent Adviser determines in accordance with Condition 4.5(b) (Successor Rate or Alternative Rate) is customary in market usage in the international debt capital markets fo...
    - #87">Benchmark Amendments has the meaning given to it in Condition 4.5(d);
    - #87">Benchmark Event means:
      - #87">(a) the Original Reference Rate ceasing be published for a period of at least 5 Business Days or ceasing to exist; or
      - #87">(b) a public statement by the administrator of the Original Reference Rate that it will, by a specified date within the following six months, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor...
      - #87">(c) a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will, by a specified date within the following six months, be permanently or indefinitely discontinued; or
      - #87">(d) a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used, either generally or in respect of the Notes, in each case within the...
      - #87">(e) a public statement by the supervisor of the administrator of the Original Reference Rate announcing that such Original Reference Rate is no longer representative or that its use will be subject to restrictions or adverse consequences, either gener...
      - #87">(f) it has become unlawful for the Agents, the Issuer or other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate.
      - #87">provided that in the case of paragraphs (b) to (e) above, the Benchmark Event shall occur on:
      - #87">(A) in the case of (b) above, the date of the cessation of the publication of the Original Reference Rate;
      - #87">(B) in the case of (c) above, the discontinuation of the Original Reference Rate;
      - #87">(C) in the case of (d) above, the date on which the Original Reference Rate is prohibited from being used; or
      - #87">(D) in the case of (e) above, the date on which the Original Reference Rate is deemed no longer to be representative or become subject to restrictions or adverse consequences,
      - #87">and not (in any such case) the date of the relevant public statement (unless the date of the relevant public statement coincides with the relevant date in (A), (B), (C) or (D) above, as applicable).
    - #87">For the avoidance of doubt, the Agents shall not be obliged to monitor or inquire whether a Benchmark Event has occurred or have any liability in respect thereof.
    - #88">Independent Adviser means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 4.5(a) (Independent Adviser);
    - #88">Original Reference Rate means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes;
    - #88">Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable):
      - #88">(a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicab...
      - #88">(b) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (A) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (B) any central bank or other supervisory a...
    - #88">Successor Rate means the rate that the Independent Adviser determines is a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.
#88">5. Payments
- #88">5.1 Method of payment
  - #88">(a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a b...
  - #88">(b) payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque.
- #89">5.2 Presentation of definitive Notes and Coupons
- #89">5.3 Payments in respect of Global Notes
- #90">5.4 General provisions applicable to payments
  - #90">(a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of th...
  - #90">(b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal an...
  - #90">(c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
- #90">5.5 Payment Day
  - #90">(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
    - #90">(i) in the case of Notes in definitive form only, in the relevant place of presentation; and
    - #90">(ii) in each Additional Financial Centre (other than TARGET2 System) specified in the applicable Final Terms;
  - #90">(b) if TARGET2 System is specified as an Additional Financial Centre in the applicable Final Terms, a day on which the TARGET2 System is open;
  - #90">(c) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign cu...
- #91">5.6 Interpretation of principal and interest
  - #91">(a) any additional amounts which may be payable with respect to principal under Condition 7 (Taxation);
  - #91">(b) the Final Redemption Amount of the Notes;
  - #91">(c) the Early Redemption Amount of the Notes;
  - #91">(d) the Optional Redemption Amount(s) (if any) of the Notes;
  - #91">(e) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
#91">6. Redemption and Purchase
- #91">6.1 Redemption at maturity
- #91">6.2 Redemption for tax reasons
  - #91">(a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 (Taxation) as a result of any change in, or amendment to, the laws or regulations of...
  - #91">(b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,
- #92">6.3 Redemption at the option of the Issuer (Issuer Call)
  - #92">(a) 100 per cent. of the nominal amount of the Notes to be redeemed; or
  - #92">(b) as determined by any of the Reference Dealers (as defined below) or any international credit institution or financial services institution or any other competent entity of recognised standing with appropriate expertise to be appointed by the Issue...
  - #92">(a) 100 per cent. of the nominal amount of the Notes to be redeemed; or
  - #92">(b) as determined by any of the Reference Dealers or any international credit institution or financial services institution or any other competent entity of recognised standing with appropriate expertise to be appointed by the Issuer, the sum of prese...
    - #93">Par Call Period Commencement Date has the meaning given to it in the Final Terms;
    - #93">Par Call Period has the meaning given to it in the Final Terms;
    - #93">Redemption Margin shall be as set out in the applicable Final Terms;
    - #93">Reference Bond shall be as set out in the applicable Final Terms;
    - #93">Reference Bond Rate means with respect to the Reference Dealers and the Optional Redemption Date, the average of the five quotations of the mid-market annual yield to maturity of the Reference Bond or, if the Reference Bond is no longer outstanding, ...
    - #93">Reference Dealers shall be as set out in the applicable Final Terms;
      - #93">Subsequent Margin means the Initial Margin plus the Step Up Margin; and
      - #93">Subsequent Rate of Interest means the Initial Rate of Interest plus the Step Up Margin.
      - #93">All notifications, opinions, determinations, certifications, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 6.3 by the Agent, shall (in the absence of negligence, wilful default or fraud) ...
- #94">6.4 Redemption at the option of the Issuer (Issuer Maturity Par Call)
- #94">If Issuer Maturity Par Call is specified as being applicable in the applicable Final Terms, the Issuer may, having given not less than 15 nor more than 30 days notice (or such other period of notice as is specified in the applicable Final Terms) in a...
- #94">6.5 Clean-Up Call
- #94">6.6 Redemption at the option of the Noteholders (Investor Put/Relevant Event Put)
  - #94">(a) Investor Put is specified as being applicable in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 (Notices) not less than the minimum period nor more than the maximum period of notice spe...
  - #95">(b) Relevant Event Put is specified as being applicable in the applicable Final Terms and a Put Event (as defined below) has occurred, upon the holder of any Note giving to the Issuer in accordance with Condition 13 (Notices) during the period ending ...
    - #95">For the purposes of Condition 6.6(b) above, a Put Event shall be deemed to occur if:
      - #95">(a) Any of (A) a Change of Control or (B) a Concession Event (each, a Relevant Event) occurs; and
      - #95">(b) at the time of the later of the first public announcement and the occurrence of the Relevant Event, the Notes carry from any Rating Agency either:
      - #95">(i) an investment grade credit rating (BBB-/Baa3/BBB-, or equivalent, or better), and such rating from any Rating Agency is within 180 days of the later of the first public announcement and the occurrence of the Relevant Event either downgraded to a n...
      - #96">(ii) a non-investment grade credit rating (BB+/Ba1/BB+, or equivalent, or worse), and such rating from any Rating Agency is within 180 days of the later of the first public announcement and the occurrence of the Relevant Event downgraded by one or mor...
      - #96">(iii) no credit rating, and no Rating Agency assigns within 90 days of the later of the first public announcement and the occurrence of the Relevant Event an investment grade credit rating to the Notes
      - #96">(c) in making the relevant decision(s) referred to above, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the Relevant Event;
    - #96">A Change of Control shall be deemed to occur if more than 50 per cent. of the share capital of the Issuer, or more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, is acquired by any Person or Persons Ac...
    - #96">A Concession Event shall be deemed to occur if at any time one or more of the Concessions (as defined below) granted to the Issuer or to any of its Material Subsidiaries is terminated (prior to the original stated termination date) or revoked in acco...
      - #96">Rating Agency means S&P and/or Moody's and/or any other internationally recognised rating agency which has assigned a rating (which rating was originally solicited by the Issuer) to any of the Issuer and/or the Issuer's debt and/or the Programme, whe...
    - #96">Concession means a written contract, an authorisation, a statutory provision or an administrative instrument pursuant to which an entity is entrusted by one or more public national or local authorities or entities (such as, inter alios, ministries or...
    - #96">Person(s) Acting in Concert shall have the meaning set forth in Article 101-bis of Italian Legislative Decree No. 58 of 24 February 1998 and relevant implementing measures;
      - #96">Reference Shareholders means the municipality of Milan and the municipality of Brescia.
- #96">6.7 Early Redemption Amounts
  - #96">(a) each Note (other than a Zero Coupon Note) will be redeemed at its Early Redemption Amount; and
  - #97">(b) each Zero Coupon Note will be redeemed at its Early Redemption Amount calculated in accordance with the following formula:
- #97">6.8 Purchases
- #97">6.9 Cancellation
- #97">6.10 Late payment on Zero Coupon Notes
  - #97">(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
  - #98">(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13 (Notices).
#98">7. Taxation
- #98">(a) presented for payment in the Republic of Italy; or
- #98">(b) the holder of which is liable for such taxes or duties in respect of such Note or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note or Coupon; or
- #98">(c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that...
- #98">(d) in relation to any payment or deduction of any interest, principal or other proceeds of any Notes or Coupons on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 or future similar law and any related imp...
- #98">(e) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is residen...
  - #98">(i) Tax Jurisdiction means the Republic of Italy or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to whi...
  - #99">(ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent on or prior to such due date, it means the date on which, the full amount of s...
#99">8. Prescription
#99">9. Events of Default
- #99">9.1 Events of Default
  - #99">(a) if default is made in the payment in the Specified Currency of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 14 days; or
  - #99">(b) if the Issuer fails to perform or observe any of its other obligations under the Conditions and (except in any case where the failure is incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the fail...
  - #99">(c) if (i) any Indebtedness for Borrowed Money (as defined below) (other than, for the avoidance of doubt, Project Finance Indebtedness) of the Issuer or any Material Subsidiary (as defined below) becomes, or becomes capable of being declared, due and...
  - #100">(d) if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer or any of its Material Subsidiaries (otherwise than for the purpose of a Permitted Reorganisation (as defined below) that, in the case...
  - #100">(e) if (A) the Issuer, acting directly or through its Material Subsidiaries ceases or publicly announces to cease to carry on the whole or a substantial part of the Group's business as it is at any given time (otherwise than for the purpose of a Permi...
  - #100">(f) if (A) proceedings are initiated against the Issuer or any of its Material Subsidiaries under any applicable liquidation (liquidazione coatta), insolvency (fallimento), composition (concordato preventivo), reorganisation (amministrazione straordin...
  - #100">(g) if the Issuer or any of its Material Subsidiaries (or their respective directors or shareholders) initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other s...
  - #101">(h) if it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any such obligations cease or will cease to be legal, valid, binding and enforceable; or
  - #101">(i) if any event occurs which, under the laws of the Republic of Italy, has an analogous effect to any of the events referred to in paragraphs (d) to (g) above,
- #101">9.2 Definitions
  - #101">Consolidated Total Assets means at any time the aggregate amount of total consolidated assets of the Issuer, as determined by reference to the latest annual consolidated financial statements of the Issuer;
  - #101">Indebtedness for Borrowed Money means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (a) money borrowed, (b) liabilities under or in respect of any loan, acceptance or acceptance credit, (c) any no...
  - #101">Material Subsidiary means at any time any fully consolidated Subsidiary of the Issuer:
    - #101">(a) whose total revenues (consolidated in the case of a Subsidiary which itself has Subsidiaries, and without taking into account intra-group revenues) or whose total assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) repr...
    - #101">(b) to which is transferred the whole or substantially the whole of the undertaking and assets of a Subsidiary of the Issuer which immediately prior to such transfer is a Material Subsidiary,
  - #101">Permitted Reorganisation means any reorganisation carried out, without any consent of the Noteholders being required in respect thereof, in any one transaction or series of transactions, by any of the Issuer or any Material Subsidiary, by means of an...
  - #102">Person means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;
  - #102">A Rating Downgrade will be deemed to have occurred if, at the time of the later of the first public announcement and the effective date of the Permitted Reorganisation, the Notes carry from any Rating Agency either:
    - #102">(i) an investment grade credit rating (BBB-/Baa3/BBB-, or equivalent, or better), and such rating from any Rating Agency is within 180 days of the later of the first public announcement and the effective date of the Permitted Reorganisation either dow...
    - #102">(ii) a non-investment grade credit rating (BB+/Ba1/BB+, or equivalent, or worse), and such rating from any Rating Agency is within 180-days of the later of the first public announcement and the effective date of the Permitted Reorganisation downgraded...
    - #102">(iii) no credit rating, and no Rating Agency assigns within 90 days of the later of the first public announcement and the effective date of the Permitted Reorganisation an investment grade credit rating to the Notes,
    - #102">provided that, in making the relevant decision(s) referred to above, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the Permitted Reorganisation;
  - #102">Subsidiary means, in relation to any Person (the First Person) at any particular time, any other Person (the Second Person):
    - #102">(a) whose majority of votes in ordinary shareholders' meetings of the Second Person is held by the First Person; or
    - #102">(b) in which the First Person holds a sufficient number of votes giving the First Person a dominant influence in ordinary shareholders' meetings of the Second Person; and
  - #102">in the case of (a) and (b), pursuant to the provisions of Article 2359, first paragraph, no. 1 and no. 2, of the Italian Civil Code.
#102">10. Replacement of Notes, Coupons and Talons
#103">11. Paying Agents
- #103">(a) there will at all times be an Agent;
- #103">(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the re...
- #103">(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
#103">12. Exchange of Talons
#103">13. Notices
#104">14. Available Information
#105">15. Meetings of Noteholders and Modification
- #107">(a) any modification (except such modifications in respect of which an increased quorum is required as mentioned above) of the Notes, the Coupons or the Agency Agreement which, in the sole opinion of the Issuer, is not prejudicial to the interests of ...
- #107">(b) any modification of the Notes, the Coupons or the Agency Agreement which, in the sole opinion of the Issuer, is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of applicable law ...
#107">16. Further Issues
#107">17. Contracts (Rights of Third Parties) Act 1999
#107">18. Governing Law and Submission to Jurisdiction
- #107">18.1 Governing law
- #108">18.2 Submission to jurisdiction
- #108">18.3 Appointment of Process Agent
#110">Overview
#111">The Issuer
- #111">Overview
- #112">History and developments
#114">Strategy
- #116">Group Structure
- #118">Description by Business Unit
  - #118">Generation and Trading Business Unit
  - #120">Market Business Unit
  - #123">Waste Business Unit
  - #126">Smart Infrastructure Business Unit
  - #126">Networks
  - #126">Networks … Electricity networks and Gas networks
  - #127">Networks … Integrated Water Cycle
    - #129">Corporate Business Unit
- #130">Concessions
  - #130">Concessions … Hydroelectric plants
  - #132">Concessions … Electricity distribution
  - #132">Concessions … Natural gas distribution
  - #132">Concessions … Waste (Environment)
  - #132">Concessions … Integrated Water Cycle
  - #133">Innovation, Development and Research
- #134">Sustainability Policy and Plan
- #135">Sustainable finance
- #136">Employees
- #137">Legal proceedings
- #137">Legislative and regulatory framework
- #138">Significant events after 31 December 2021
#139">Reference shareholders
- #140">Treasury shares buy-back programmes
#141">Corporate governance
- #141">Board of Directors
- #142">Committees of the Board of Directors
- #143">ESG and Territory Relations Committee made up of four members: Mr Patuano Marco Emilio Angelo (Chairman), Mr Cariello Vincenzo, Mr Lavini Fabio and Ms Speranza Maria Grazia.
- #143">Related Party Committee made up of three members: Ms Bariatti Stefania (Chairman), Ms Perrotti Christine and Mr Cariello Vincenzo.
- #143">Independent directors
- #143">Significant positions held by the members of the Board of Directors outside the Group
  - #144">Conflicts of interest of the members of the Board of Directors
  - #144">Transactions with related parties
- #144">On 25 June 2021, the Board of Directors approved the new Related Parties Transactions Procedure, effective as of 1 July 2021, which incorporates, among other things, the adjustments resulting from the new regulatory provisions adopted by Consob with R...
- #144">Statutory Auditors
  - #145">Significant positions held by the Statutory Auditors outside the Group
- #146">Independent Auditors
- #148">EU Energy Regulation: from the Third Energy Package to the Clean Energy Package
- #151">Decarbonised and low carbon gases: Hydrogen
- #152">Measures to fight the rising of energy bills and to manage security of supply
- #155">Italian Energy Regulation
- #156">Italian Electricity Regulation
  - #158">Generation
  - #160">Promotion of Renewable Sources
  - #163">CO2 Emissions
  - #164">Wholesale market
  - #167">Imports
  - #167">Transmission
  - #167">Distribution
  - #168">Tariff Structure
  - #169">Italian Natural Gas Regulation
  - #169">Import
  - #170">Transport
  - #171">Storage
  - #173">Distribution
  - #174">Distribution Tariff Structure
  - #174">Municipal/supra-municipal awards and ATEM awards: common rules
  - #175">Municipal and supra-municipal awards: specific rules
  - #175">ATEM awards: specific rules
    - #175">Sale
    - #176">Natural Gas Balancing Market
    - #177">With Resolution 553/2021/R/gas, ARERA fixed the activation price forof the peak shaving service (a non-market measure that can be activated in case of emergency) is equal to 217 /MWh. The definition of this price is relevant in case of activation of ...
    - #177">Tariff Structure
    - #177">Heat and Services
- #179">Water services regulation
- #182">Waste regulation
- #183">Waste tariff mechanism
  - #186">Environmental Code
  - #188">Landfill disposal
- #188">Hydroelectric
- #189">General
- #189">Taxation in the Republic of Italy
  - #189">Tax treatment of the Notes
  - #189">Italian resident individuals and non commercial entities
  - #190">Italian Corporate investors (including banks and insurance companies)
  - #191">Italian Funds
  - #191">Non-Italian resident Noteholders
    - #192">Atypical securities
    - #193">Capital Gains
  - #193">Italian resident individuals
  - #194">Italian Corporate investors (including banks and insurance companies)
  - #194">Capital gains realised by Italian resident corporate entities (including a permanent establishment in Italy of a foreign entity to which the Notes are effectively connected) on sale, transfer or redemption of the Notes will form part of their aggregat...
  - #194">Italian Funds
  - #194">Italian Pension Funds
  - #194">Italian Real Estate Funds
  - #195">Non-Italian resident Noteholders
    - #196">Fungible issues
    - #196">Inheritance and gift taxes
    - #196">Transfer tax
    - #196">Stamp Duty
    - #197">Wealth Tax on securities deposited abroad
- #197">Tax Monitoring
- #197">U.S. Foreign Account Tax Compliance Act (FATCA)
- #198">Withholding Tax
- #199">The proposed financial transactions tax (FTT)
- #200">United States
  - #200">Prohibition of sales to EEA Retail Investors
  - #201">If the Final Terms in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", in relation to each Member State of the European Economic Area , each Dealer has represented and agreed, and each further Dealer a...
- #201">United Kingdom
- #202">Japan
- #203">Republic of Italy
- #203">Belgium
- #203">Singapore
- #204">(e) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore. Switzerland
- #204">General
- #205">Authorisation
- #205">Listing and Admission to Trading of Notes
- #205">Documents Available
- #205">Clearing Systems
- #206">Conditions for determining price
- #206">Yield
- #206">Significant or Material Adverse Change
- #206">Litigation
- #206">Independent Auditors
- #206">Post-issuance information
- #206">Dealers transacting with the Issuer
#208">LEGAL ADVISERS