Bond UniCred 5.25% ( IT0004689433 ) in EUR

UniCred

100 % ▼

Italy

IT0004689433 ( in EUR )

5.25% per year ( payment 1 time a year)

30/04/2023 - Bond has expired

Prospectus brochure of the bond UniCredit IT0004689433 in EUR 5.25%, 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 IT0004689433, pays a coupon of 5.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 30/04/2023

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 of 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" which term includes, for the
avoidance of doubt, Registered OBG, as defined below) 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 (other than Registered OBG) will have a minimum denomination of 100,000 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).
OBG may be issued in dematerialised form or in registered form also as German law governed registered covered bonds (Namensschuld verschreibung) (the "Registered OBG"). The terms and conditions of
the relevant Registered OBG (the "Registered OBG Conditions") will specify the minimum denomination for the relevant Registered OBG, which will not be listed.
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 (other than the Registered 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 (other than the Registered 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 (other than the Registered 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 (other than the Registered 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) will be subject to the terms ofthe 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, issued in dematerialised form, 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 83-bis of Italian legislative decree No. 58 of 24 February 1998,
as amended and supplemented (the "Financial Services Act"), 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. Where a Tranche or Series of OBG is to be rated, such rating will not necessarily be the same as the rating assigned to the
OBG already issued. Whether or not a rating in relation to any Tranche or Series of OBG will be treated as having been issued by a credit rating agency established in the European Union and registered
under Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA Regulation") will be disclosed in the relevant Final Terms. The credit ratings included or referred to in this Prospectus have been
issued by Fitch, Moody's or S&P, each of which is established in the European Union and each of which has applied to be registered under the CRA Regulation. Conditions precedent to the issuance of any
Series or Tranche include that S&P confirms (where applicable) that the issuance of such Series or Tranche will not result in a reduction or withdrawal of the then current ratings by S&P 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
UniCredit Bank AG, London Branch
Dealer
UniCredit Bank AG
The date of this Prospectus is 31 January 2011.
/ /
- 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 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 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 the
information (regarding the OBG Guarantor) for which the OBG Guarantor accepts responsibility
(collectively with the Issuer, 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 "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 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.
This Prospectus contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial

2

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) Fitch, Moody's and S&P: data and information used for the explanation of the factors
addressed by the ratings assigned by each of the relevant Rating Agency;
(iv) 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 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 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 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 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 or the OBG Guarantor
during the life of the Programme or to advise any investor in the OBG of any information coming to

3

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 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 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 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" below.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, 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 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 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 and regulations.
Persons into whose possession this Prospectus or any OBG may come must inform themselves

4

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 any
person acting on behalf of any 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 any person 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 ............................................................................................................... 12
RISK FACTORS ............................................................................................................................... 13
GENERAL DESCRIPTION OF THE PROGRAMME.................................................................... 48
DESCRIPTION OF THE ISSUER ................................................................................................. 102
THE CREDIT AND COLLECTION POLICIES ........................................................................... 162
DESCRIPTION OF THE OBG GUARANTOR ............................................................................ 174
DESCRIPTION OF THE ASSET MONITOR ............................................................................... 179
CREDIT STRUCTURE .................................................................................................................. 180
ACCOUNTS AND CASH FLOWS ............................................................................................... 188
USE OF PROCEEDS...................................................................................................................... 201
DESCRIPTION OF THE TRANSACTION DOCUMENTS......................................................... 202
SELECTED ASPECTS OF ITALIAN LAW ................................................................................. 222
TERMS AND CONDITIONS OF THE OBG ................................................................................ 236
RULES OF THE ORGANISATION OF THE OBG HOLDERS ................................................... 273
FORM OF FINAL TERMS ............................................................................................................ 294
KEY FEATURES OF REGISTERED OBG (NAMENSSCHULD VERSCHREIBUNG)............... 308
TAXATION .................................................................................................................................... 310
SUBSCRIPTION AND SALE........................................................................................................ 321
GENERAL INFORMATION.......................................................................................................... 325
INDEX OF DEFINED TERMS...................................................................................................... 329

6

DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents
(1)
Issuer unaudited consolidated accounts in respect of the third quarter period ended 30
September 2010;
(2)
Issuer unaudited consolidated interim financial statements (including review report) in
respect of the six months ended 30 June 2010;
(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)
Issuer audited consolidated annual financial statements (including the auditors' report thereon
and notes thereto) in respect of the year ended on 31 December 2009;
(5)
OBG Guarantor annual financial statements in respect of the year ended on 31 December
2008;
(6)
OBG Guarantor annual financial statements (including the auditors' report thereon and notes
thereto) in respect of the year ended on 31 December 2009;
(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
2010 and the Issuer's unaudited consolidated accounts in respect of the third quarter period ended
on 30 September 2010; (ii) the Issuer's audited consolidated statements for the financial years
ended 31 December 2008, as set out in the Issuer's annual report; (iii) the Issuer's audited
consolidated statements for the financial years ended 31 December 2009, as set out in the Issuer's
annual report; (iv) the OBG Guarantor's audited statements for the financial years ended 31
December 2008, as set out in the OBG Guarantor's annual report; (v) the OBG Guarantor's audited
statements for the financial years ended 31 December 2009, as set out in the OBG Guarantor's
annual report; and (vi) the Issuer's current by-laws (statuto). Information contained in the

7

documents incorporated by reference other 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 2010
Document Information
contained
Page
Unaudited consolidated interim financial

statements (including review report) of
the Issuer in respect of the six months
ended 30 June 2010

Balance Sheet
78 - 79
Income
Statement
80

Cash Flow Statement (consolidated)
84 - 85

Explanatory Notes
87 - 227

Independent auditor's review report
245 - 247

Unaudited consolidated accounts in respect of the third quarter period ended 30 September
2010
Document Information
contained
Page
Unaudited consolidated accounts of the

Issuer in respect of the third quarter
period ended 30 September 2010
Balance
Sheet
16
Income
Statement
17

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

Cash Flow Statement
144 - 145

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

8

December 2008

Audited consolidated annual financial statements of the Issuer for the financial year ended 31
December 2009
Documents Information
contained
Page
Audited consolidated financial statements

of the Issuer for the financial year ended
31 December 2009

Balance Sheet
122 - 123
Income
Statement
124

Cash Flow Statement
128- 129

Notes to the consolidated accounts
131 - 435
Auditors' report
Report of the auditors on the financial
507 - 509
statements of the Issuer as at 31
December 2009

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

Report of the auditors on the financial
1 - 2
statements of the OBG Guarantor as at 31
December 2008

Audited annual financial statements of the OBG Guarantor for the financial year ended 31
December 2009
Documents Information
contained
Page
Audited financial statements of the OBG

Guarantor for the financial year ended 31
December 2009

9

Balance Sheet
8
Income
Statement
9

Cash Flow Statement
12 - 13

Notes to the financial statements
14 - 47
Auditors' report
Report of the auditors on the financial
1 - 2
statements of the OBG Guarantor as at 31
December 2009

Current by-laws (statuto) of the Issuer
Documents Information
contained
Page
By-laws (statuto)
Entire document
All pages

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 2008 and 31 December 2009 have been audited by KPMG S.p.A., in its capacity as
independents 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 years ended,
respectively, on 31 December 2008 and 31 December 2009, were prepared in accordance with the
International Accounting Standards / International Financial Reporting Standards (IAS/IFRS) and
have been audited audited by KPMG S.p.A., in its capacity as independent auditors 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

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