Bond UniCred 2.625% ( IT0004638737 ) in EUR

UniCred

100 % ▼

Italy

IT0004638737 ( in EUR )

2.625% per year ( payment 1 time a year)

31/10/2015 - Bond has expired

Prospectus brochure of the bond UniCredit IT0004638737 in EUR 2.625%, expired

1 000 EUR

1 250 000 000 EUR

UniCredit is a major Italian banking group offering a wide range of financial services including commercial banking, investment banking, and wealth management across Europe, Central and Eastern Europe, and the Middle East.

The Bond issued by UniCred ( Italy ) , in EUR, with the ISIN code IT0004638737, pays a coupon of 2.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 31/10/2015

UniCredit S.p.A.
(incorporated with limited liability as a "Società per Azioni" under the laws of the Republic of Italy)
20,000,000,000
Obbligazioni Bancarie Garantite Programme
Guaranteed by UniCredit BpC Mortgage S.r.l.
(incorporated with limited liability as a "Società a responsabilità limitata" under the laws the Republic of Italy)
Under the 20,000,000,000 Obbligazioni Bancarie Garantite Programme (the "Programme") described in this prospectus (the "Prospectus"), UniCredit S.p.A. (in its capacity as issuer of the OBG, as
defined below, the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obbligazioni bancarie garantite (the "OBG") guaranteed by UniCredit BpC
Mortgage S.r.l. (the "OBG Guarantor") pursuant to article 7 bis of Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Law 130") and
regulated by the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the "MEF Decree") and the supervisory guidelines of the Bank of Italy of 17
May 2007, as amended from time to time (the "BoI OBG Regulations").
The payment of all amounts due in respect of the OBG will be unconditionally and irrevocably guaranteed by the OBG Guarantor. Recourse against the OBG Guarantor is limited to the the Available Funds
(both as defined below).
The maximum aggregate nominal amount of OBG from time to time outstanding under the Programme will not at any time exceed 20,000,000,000 (or its equivalent in other currencies calculated as
described herein), subject to increase as provided for under the Dealer Agreement.
The OBG issued under the Programme will have a minimum denomination of 50,000 and integral multiples of 1,000 in excess thereof (or, if the relevant Series of OBG is denominated in a currency other
than euro, the equivalent amount in such currency) or such other higher denomination as may be specified in the relevant Final Terms (or its equivalent in another currency as at the date of issue of the
relevant Series of OBG).
The OBG may be issued on a continuing basis to the Dealer(s) appointed under the Programme in respect of the OBG from time to time by the Issuer (each a "Dealer" and together the "Dealers"), the
appointment of which may be for a specific issue or on an ongoing basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of OBG being (or intended to be) subscribed by
more than one Dealer, be to all Dealers agreeing to subscribe such OBG.
This Prospectus constitutes a base prospectus for the purposes of article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive") and
the relevant implementing measures in the Grand Duchy of Luxembourg. This Prospectus will be available on the Luxembourg Stock Exchange website at www.bourse.lu.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purposes of the Prospectus Directive and
relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving
information with regard to the issue of OBG under the Programme during the period of twelve (12) months after the date hereof.
Application has also been made to the Luxembourg Stock Exchange for the OBG issued under the Programme to be admitted during the period of 12 months from the date of this Prospectusto the official list
of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to OBG being "listed" (and all
related references) shall mean that such OBG have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, unlisted OBG may be issued
pursuant to the Programme. The relevant Final Terms (as defined below) in respect of the issue of any OBG will specify whether or not such OBG will be listed on the Official List and admitted to trading on
the Luxembourg Stock Exchange's regulated market (or any other stock exchange). Application may also be made for notification to be given to competent authorities in other Member States of the
European Economic Area in order to permit OBG issued under the Programme to be offered to the public and admitted to trading on regulated markets in such other Member States in accordance with the
procedures under the Prospectus Directive.
Each Series or Tranche (as defined herein) of OBG may be issued without the consent of the holders of any outstanding OBG, subject to certain conditions. OBG of different Series or Tranche may have
different terms and conditions, including, without limitation, different maturity dates. Notice of the aggregate nominal amount of OBG, interest (if any) payable in respect of OBG, the issue price of OBG and
any other terms and conditions not contained herein which are applicable to each Series or Tranche will be set out in final terms (the "Final Terms") which, with respect to OBG to be listed on the
Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the OBG of such Series or Tranche.
The OBG will be issued in dematerialised form (emesse in forma dematerializzata) on the terms of, and subject to, the Terms and Conditions of the OBG and the applicable Final Terms and will be held in
such form on behalf of the beneficial owners, until redemption and cancellation thereof, by Monte Titoli S.p.A. with registered office at via Mantegna, 6, 20154 Milan, Italy ("Monte Titoli") for the account
of the relevant Monte Titoli Account Holders. The expression "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers
with Monte Titoli (and includes any Relevant Clearing System which holds account with Monte Titoli or any depository banks appointed by the Relevant Clearing System). The expression "Relevant
Clearing Systems" means any of Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"). The OBG of
each Series or Tranche will be deposited by the Issuer with Monte Titoli on the relevant Issue Date (as defined herein), will be in bearer form, will be at all times be in book entry form and title to the relevant
OBGof each Series or Tranche will be evidenced by book entry in accordance with the provisions of article 28 of Italian legislative decree No. 213 of 24 June 1998 and with regulation issued by the Bank of
Italy and the Commissione Nazionale per le Società e la Borsa ("CONSOB") on 22 February 2008, as subsequently amended. No physical document of title will be issued in respect of the OBG of each
Series or Tranche.
Each Series or Tranche of OBG may be assigned, on issue, a rating by one or more of Fitch Ratings Limited ("Fitch"), Moody's Investors Service Inc. ("Moody's") and Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. ("S&P" and, together with Fitch and Moody's, the "Rating Agencies", which expression shall include any successor). OBG to be issued under the Programme,
if rated, are expected to be rated Aaa by Moody's, AAA by S& and AAA by Fitch. Conditions precedent to the issuance of any Series or Tranche include that each Rating Agency confirms (where applicable)
that the issuance of such Series or Tranche will not result in a reduction or withdrawal of the then current ratings of any of the then outstanding Series or Tranches.
A credit rating is not a recommendation to buy, sell or hold OBG and may be subject to revision, suspension or withdrawal by any or all of the Rating Agencies and each rating shall be evaluated
independently of any other.
The OBG of each Series or Tranche will mature on the date mentioned in the applicable Final Terms (each a "Maturity Date"). Before the relevant Maturity Date, the OBG of each Series or Tranche will be
subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in the Conditions (as defined below)).
Subject to certain exceptions as provided for in Condition 11 (Taxation), payments in respect of the OBG to be made by the Issuer will be made without deduction for or on account of withholding taxes
imposed by any tax jurisdiction. In the event that any such withholding or deduction is made the Issuer will be required to pay additional amounts to cover the amounts so deducted. In such circumstances
and provided that such obligation cannot be avoided by the Issuer taking reasonable measures available to it, the OBG will be redeemable (in whole, but not in part) at the option of the Issuer. See Condition
9(c). The OBG Guarantor will not be liable to pay any additional amount due to taxation reasons in case an Issuer Event of Default (as defined below) has occurred. See "Taxation", below
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Sole Arranger
Bayerische Hypo- und Vereinsbank AG, London Branch
Dealer
Bayerische Hypo- und Vereinsbank AG
The date of this Prospectus is 14 October 2009.
A11170578/7.0/14 Oct 2009
- 1 -

This Prospectus comprises a base prospectus for the purposes of article 5.4 of Directive 2003/71/EC
(the "Prospectus Directive") and for the purpose of giving information with regard to the Issuer,
the Seller, the OBG Guarantor and the OBG which, according to the particular nature of the OBG, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer, the Seller and of the OBG Guarantor and of
the rights attaching to the OBG.
The Issuer accepts responsibility for the information contained in this Prospectus other than (i) the
information (regarding the Seller, the Credit and Collection Policies and the Portfolio) for which the
Seller accepts responsibility and (ii) the information (regarding the OBG Guarantor) for which the
OBG Guarantor accepts responsibility (collectively with the Issuer and the Seller, the "Responsible
Persons"). To the best of the knowledge of the Responsible Persons, having taken all reasonable
care to ensure that such is the case, the information contained in this Prospectus is in accordance
with the facts and does not omit anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus
(and, therefore, acting in association with the Issuer) in connection with an offer of OBG are the
persons named in the applicable Final Terms as the relevant Dealer(s).
Copies of the Final Terms will be available from the registered office of the Issuer and the specified
office set out below of the Paying Agent (as defined below) and on the website of the Luxembourg
Stock Exchange (www.bourse.lu).
This Prospectus is to be read in conjunction with any document incorporated herein by reference
(see section headed "Documents Incorporated by Reference", below). This Prospectus shall be read
and construed on the basis that such documents are incorporated and form part of this Prospectus.
Full information on the Issuer, the OBG Guarantor, the Seller and any Series or Tranche of OBG is
only available on the basis of the combination of the Prospectus, any supplements, the relevant
Final Terms and the documents incorporated by reference.
Unless otherwise defined in the relevant section of this Prospectus in which they are used,
capitalised terms used in this Prospectus shall have the meaning ascribed to them in the section
headed "Terms and Conditions of the OBG" below. For ease of reference, the section headed "Index
of Defined Terms" below indicates the page of this Prospectus on which each capitalised term is
defined.
None of the Dealers or the Sole Arranger makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this
Prospectus. Each potential purchaser of OBG should determine for itself the relevance of the
information contained in this Prospectus and its purchase of OBG should be based upon such
investigation as it deems necessary. None of the Dealers or the Sole Arranger undertakes to review
the financial condition or affairs of the Issuer or the OBG Guarantor during the life of the
arrangements contemplated by this Prospectus or by any supplement nor to advise any investor or
potential investor in OBG of any information coming to the attention of any of the Dealers or the
Sole Arranger.
2

This Prospectus contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial
publications. It is hereby confirmed that (a) to the extent that information reproduced herein derives
from a third party, such information has been accurately reproduced and (b) insofar as the
Responsible Persons are aware and are able to ascertain from information derived from a third
party, no facts have been omitted which would render the information reproduced inaccurate or
misleading.
The following sources of information, among others, have been used:
(i)
Bank of Italy: data used for the Issuer's internal estimate of the market shares for loans and
direct deposits held in Italy; data on the Italian banking market, in particular the number of
active bank branches and financial promoters;
(ii)
Italian association of asset managers (Assogestioni - Associazione del Risparmio Gestito) data
used for the Issuer's internal estimates of market shares in mutual funds in Italy;
(iii) Italian Banking Association (ABI - Associazione Bancaria Italiana): data used for the
Issuer's internal estimates of market shares in direct deposits in Italy.
Commercial publications generally state that the information they contain originates from sources
assumed to be reliable, but that the accuracy and completeness of such information is not
guaranteed, and that the calculations contained therein are based on a series of assumptions.
External data have not been independently verified by the Responsible Persons.
No person has been authorised to give any information or to make any representation other
than those contained in this Prospectus in connection with the issue or sale of the OBG and, if
given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, the Seller, the OBG Guarantor or any of the Dealer(s) or the Sole
Arranger (as defined in "General Description of the Programme"). Neither the delivery of this
Prospectus nor any sale made in connection herewith shall, under any circumstances, create
any implication that there has been no change in the affairs of the Issuer, the Seller or the
OBG Guarantor since the date hereof or the date upon which this Prospectus has been most
recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer, the Seller or the OBG Guarantor since the date hereof or the date upon
which this Prospectus has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct as of any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any OBG shall in any
circumstances imply that the information contained herein concerning the Issuer, the Seller and the
OBG Guarantor is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date
indicated in the document containing the same. The Dealer(s) and the Representative of the OBG
Holders expressly do not undertake to review the financial condition or affairs of the Issuer, the
Seller, or the OBG Guarantor during the life of the Programme or to advise any investor in the OBG
3

of any information coming to their attention. Investors should review, inter alia, the most recently
published documents incorporated by reference into this Prospectus when deciding whether or not
to purchase any OBG.
Neither this Prospectus nor any other financial statements are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the Issuer,
the Sole Arranger, the Seller, the OBG Guarantor or the Dealer(s) that any recipient of this
Prospectus or any other financial statements should purchase the OBG. Each potential purchaser of
OBG should determine for itself the relevance of the information contained in this Prospectus and
its purchase of OBG should be based upon such investigation as it deems necessary. None of the
Dealer(s) or the Sole Arranger undertakes to review the financial condition or affairs of the Issuer,
the Seller or the OBG Guarantor during the life of the arrangements contemplated by this
Prospectus nor to advise any investor or potential investor in the OBG of any information coming to
the attention of any of the Dealer(s) or the Sole Arranger.
The distribution of this Prospectus and the offering or sale of the OBG in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the
Issuer, the Seller, the OBG Guarantor, the Dealer(s) and the Sole Arranger to inform themselves
about and to observe any such restriction.
The OBG have not been and will not be registered under the United States Securities Act of 1933
(the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of
the United States and include OBG in bearer form that are subject to U.S. tax law requirements.
Subject to certain exceptions, OBG may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons (as defined in the U.S. Internal Revenue Code of
1986, as amended, and regulations thereunder). For a description of certain restrictions on offers
and sales of OBG and on distribution of this Prospectus, see "Subscription and sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Seller, the OBG Guarantor or the Dealer(s) to subscribe for, or purchase, any OBG.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any OBG in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of OBG may be restricted by
law in certain jurisdictions. The Issuer, the Seller, the OBG Guarantor, the Dealers, the Sole
Arranger and the Representative of the OBG Holders do not represent that this Prospectus may be
lawfully distributed, or that any OBG 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, unless specifically indicated to the contrary in the applicable Final Terms, no action has
been taken by the Issuer, the Seller, the OBG Guarantor, the Dealers, the Sole Arranger or the
Representative of the OBG Holders which is intended to permit a public offering of any OBG
outside Luxembourg or distribution of this Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no OBG may be offered or sold, directly or indirectly, and neither
this 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
4

and regulations. Persons into whose possession this Prospectus or any OBG may come must inform
themselves about, and observe, any such restrictions on the distribution of this Prospectus and the
offering and sale of OBG. In particular, there are restrictions on the distribution of this Prospectus
and the offer or sale of OBG in the United States, Japan and the European Economic Area
(including the United Kingdom and the Republic of Italy). See also "Subscription and Sale", below.
Each initial and each subsequent purchaser of an OBG will be deemed, by its acceptance of such
Note, to have made certain acknowledgements, representations and agreements intended to restrict
the resale or other transfer thereof as described in this Prospectus and in any Final Terms and, in
connection therewith, may be required to provide confirmation of its compliance with such resale or
other transfer restrictions in certain cases. See "Subscription and sale", below.
In connection with the issue of any Series or Tranche under the Programme, the Dealer or
Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or
persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot the relevant Series or Tranche or effect transactions with a view to supporting the
market price of the relevant Series or Tranche at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the OBG of the relevant Series or Tranche is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of
the relevant Series or Tranche and 60 days after the date of the allotment of the relevant
Series or Tranche. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s))
in accordance with all applicable laws and rules.
All references in this Prospectus to: (i) "Euro", "" and "euro" refer to the currency introduced at
the start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community (signed in Rome on 25 March 1957), as amended; (ii) "U.S.$
" or "U.S. Dollar" are to the currency of the Unites States of America; (iii) "£" or "UK Sterling"
are to the currency of the United Kingdom; (iv) "Italy" are to the Republic of Italy; (v) laws and
regulations are, unless otherwise specified, to the laws and regulations of Italy; and (vi) "billions"
are to thousands of millions.
Certain monetary amounts and currency translations included in this Prospectus have been subject
to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures which preceded them.
The language of this Prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to
them under applicable law.
The Sole Arranger is acting for the Issuer and no one else in connection with the Programme and
will not be responsible to any person other than the Issuer for providing the protection afforded to
clients of the Sole Arranger or for providing advice in relation to the issue of the OBG.
5

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................... 7
STRUCTURE DIAGRAM ............................................................................................................... 11
RISK FACTORS ............................................................................................................................... 12
GENERAL DESCRIPTION OF THE PROGRAMME.................................................................... 41
DESCRIPTION OF THE ISSUER ................................................................................................... 92
DESCRIPTION OF THE SELLER ................................................................................................ 144
THE CREDIT AND COLLECTION POLICIES ........................................................................... 154
DESCRIPTION OF THE OBG GUARANTOR ............................................................................ 166
DESCRIPTION OF THE ASSET MONITOR ............................................................................... 171
CREDIT STRUCTURE .................................................................................................................. 172
ACCOUNTS AND CASH FLOWS ............................................................................................... 180
USE OF PROCEEDS...................................................................................................................... 193
DESCRIPTION OF THE TRANSACTION DOCUMENTS ......................................................... 194
SELECTED ASPECTS OF ITALIAN LAW ................................................................................. 214
TERMS AND CONDITIONS OF THE OBG ................................................................................ 228
RULES OF THE ORGANISATION OF THE OBG HOLDERS ................................................... 265
FORM OF FINAL TERMS ............................................................................................................ 286
TAXATION .................................................................................................................................... 300
SUBSCRIPTION AND SALE........................................................................................................ 311
GENERAL INFORMATION.......................................................................................................... 315
INDEX OF DEFINED TERMS...................................................................................................... 319

6

DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents
(1) Issuer unaudited consolidated interim financial statements (including review report) in
respect of the six months ended 30 June 2009;
(2)
Issuer audited consolidated annual financial statements (including the auditors' report thereon
and notes thereto) in respect of the year ended on 31 December 2007;
(3)
Issuer audited consolidated annual financial statements (including the auditors' report thereon
and notes thereto) in respect of the year ended on 31 December 2008;
(4)
OBG Guarantor annual financial statements in respect of the year ended on 31 December
2007;
(5)
OBG Guarantor independent auditor letter in respect of the year ended on 31 December 2007
and including the auditor report on the non statutory financial statements from 1 January
2008 to 14 October 2008);
(6)
OBG Guarantor annual financial statements (including the auditors' report thereon and notes
thereto) in respect of the year ended on 31 December 2008;
(7)
Issuer's current by-laws (statuto),
which have been previously published or are published simultaneously with this Prospectus and
which have been approved by the CSSF or filed with it. Such documents shall be incorporated in
and form part of this Prospectus, save that any statement contained in a document which is
incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus
to the extent that a statement contained herein modifies or supersedes such earlier statement
(whether expressly, by implication or otherwise). Any statement so modified or superseded shall
not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of all documents incorporated herein by reference may be obtained without charge at the
head office of the Issuer and the Luxembourg Listing Agent and may be obtained via the internet at
the websites of the Issuer (www.unicreditgroup.eu) and the Luxembourg Stock Exchange
(www.bourse.lu). Written or oral requests for such documents should be directed to the specified
office of the Luxembourg Listing Agent.
The table below sets out the relevant page references for (i) the Issuer's unaudited consolidated
interim financial statements (including review report) in respect of the six months ended 30 June
2009; (ii) the Issuer's audited consolidated statements for the financial years ended 31 December
2007, as set out in the Issuer's annual report; (iii) the Issuer's audited consolidated statements for
the financial years ended 31 December 2008, as set out in the Issuer's annual report; (iv) the OBG
Guarantor's audited statements for the financial years ended 31 December 2007, as set out in the
OBG Guarantor's annual report; (v) the OBG Guarantor's audited statements for the financial years
ended 31 December 2008, as set out in the OBG Guarantor's annual report; and (vi) the Issuer's
current by-laws (statuto). Information contained in the documents incorporated by reference other
7

than information listed in the table below is for information purposes only, and does not form part
of this Prospectus.
Unaudited consolidated interim financial statements (including review report) in respect of
the six months ended 30 June 2009
Document Information
contained
Page
Unaudited consolidated interim financial

statements (including review report) of
the Issuer in respect of the six months
ended 30 June 2009
Balance
Sheet
88-89
Income
Statement
90

Cash Flow Statement (consolidated)
94-95

Notes to the consolidated accounts
97-233

Independent auditor's review report
245-247

Audited consolidated annual financial statements of the Issuer for the financial year ended 31
December 2007
Documents Information
contained
Page
Audited consolidated financial statements

of the Issuer for the financial year ended
31 December 2007
Balance
sheet

8-9
Income
statement
11

Cash Flow Statement
14-15

Notes to the financial statements
20-360
Auditors' report
Report of the auditors on the financial
439-441
statements of the Issuer as at 31
December 2007
Audited consolidated annual financial statements of the Issuer for the financial year ended 31
December 2008
Documents Information
contained
Page
Audited consolidated financial statements

of the Issuer for the financial year ended
31 December 2008
Balance
sheet

138-139
Income
statement
141
8

Cash Flow statement
144-145

Notes to the financial statements
147-553
Auditors' report
Report of the auditors on the financial
631-633
statements of the Issuer as at 31
December 2008

Audited annual financial statements of the OBG Guarantor for the financial year ended 31
December 2007
Documents Information
contained
Page
Audited Financial statements of the OBG

Guarantor for the financial year ended 31
December 2007
Balance
sheet

6
Income
statement
6-7

Explanatory notes to the financial
8-16
statements
OBG Guarantor independent auditor
Report of the auditors on the financial
Entire
letter in respect of the year ended on 31
statements of the OBG Guarantor as at 31
document
December 2007 (including non statutory
December 2007
financial statements from 1 January 2008
to 14 October 2008)

Audited annual financial statements of the OBG Guarantor for the financial year ended 31
December 2008
Documents Information
contained
Page
Audited financial statements of the OBG

Guarantor for the financial year ended 31
December 2008
Balance
sheet

8
Income
statement
9

Cash Flow Statement
11-12

Notes to the financial statements
13-50
Auditors' report
Report of the auditors on the financial
1-2
statements of the OBG Guarantor as at 31
December 2008

Current by-laws (statuto) of the Issuer
9

Documents Information
contained
Page
By-laws (statuto) Entire
document

Any information not listed above but included in the above documents does not form part of this
Prospectus and should be read for information purposes only.
The consolidated financial statements of the Issuer as at and for the years ended, respectively, on 31
December 2007 and 31 December 2008 have been audited by KPMG S.p.A., in its capacity as
independent auditor of the Issuer, as indicated in their reports thereon.
The financial statements referred to above have been prepared in accordance with the International
Accounting Standards / International Financial Reporting Standards (IAS/IFRS) issued by the
International Accounting Standards Board (IASB) and the relative interpretations of the
International Financial Reporting Interpretations Committee (IFRIC), as endorsed and adopted by
the European Union under Regulation (EC) 1606/2002.
The OBG Guarantor annual financial statements in respect of the year ended on 31 December 2007,
prepared in accordance with the International Accounting Standards / International Financial
Reporting Standards (IAS/IFRS), have been audited by Dott. Lino De Luca (Public Certified
Accountant), in his capacity as independent auditor of the OBG Guarantor, as indicated in his
reports thereon. The OBG Guarantor annual financial statements in respect of the year ended on 31
December 2008, prepared in accordance with the International Accounting Standards / International
Financial Reporting Standards (IAS/IFRS), have been audited audited by KPMG S.p.A., in its
capacity as independent auditor of the OBG Guarantor, as indicated in their reports thereon.
PROSPECTUS SUPPLEMENT
If at any time the Issuer shall be required to prepare a prospectus supplement pursuant to Article 13
of the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, the Issuer will
prepare and make available an appropriate amendment or supplement to this Prospectus or a further
Prospectus which, in respect of any subsequent issue of OBG to be listed on the Official List and
admitted to trading on the Luxembourg Stock Exchange's regulated market, shall constitute a
prospectus supplement as required by Article 13 of the Luxembourg Act dated 10 July 2005 relating
to prospectuses for securities.
Each of the Issuer and the OBG Guarantor has given an undertaking to the Dealer(s) that if at any
time during the duration of the Programme there is a significant new factor, material mistake or
inaccuracy relating to information contained in this Prospectus which is capable of affecting the
assessment of any OBG and whose inclusion in or removal from this Prospectus is necessary for the
purpose of allowing an investor to make an informed assessment of the assets and liabilities,
financial position, profits and losses and prospects of the Issuer and the OBG Guarantor, and the
rights attaching to the OBG, the Issuer shall prepare an amendment or supplement to this Prospectus
or publish a replacement Prospectus for use in connection with any subsequent offering of the OBG
and shall supply to each Dealer such number of copies of such supplement hereto as such Dealer
may reasonably request.
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