Bond Mediocredito 3.625% ( IT0004966716 ) in EUR

Issuer Mediocredito
Market price 100 %  ▼ 
Country  Italy
ISIN code  IT0004966716 ( in EUR )
Interest rate 3.625% per year ( payment 1 time a year)
Maturity 17/10/2023 - Bond has expired



Prospectus brochure of the bond Mediobanca - Bca Cred.Fin. SpA IT0004966716 in EUR 3.625%, expired


Minimal amount /
Total amount /
Detailed description Mediobanca - Banca di Credito Finanziario SpA is an Italian investment bank providing a range of financial services including asset management, investment banking, and wealth management to corporate and private clients.

The Bond issued by Mediocredito ( Italy ) , in EUR, with the ISIN code IT0004966716, pays a coupon of 3.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/10/2023








Base Prospectus dated 3 Jun e 20 19


MED IOBAN CA - Ba n ca d i Cre d ito Fin a n zia rio S.p.A.
(in corporated w ith lim ited liability as a "Società per Azion i" un der the laws of the Republic of Italy)
Eu ro 5 ,0 0 0 ,0 0 0 ,0 0 0 Co ve re d Bo n d Pro gram m e
u n co n d itio n a lly a n d irre vo cably gu ara n te e d a s to p a ym e n ts o f in te re s t a n d p rin cip a l by
Me d io ba n ca Co ve re d Bo n d S.r.l.
(incorporated with limited liability as a "Società a responsabilità lim itata" under the laws of the Republic of Italy)






The 5,0 0 0 ,0 0 0 ,0 0 0 Covered Bond Program m e (the "Pro gram m e ") described in this base prospectus (the "B as e Pro s pe c tu s ") has been established in December
20 11 by Mediobanca ­ Banca di Credito Finanziario S.p.A. (in its capacity as issuer of the Covered Bonds (as defined below), "Me dio ban ca " or the "Ba n k" or the
"Is s u e r") for the issuance of covered bon ds (the "Co ve re d Bo n ds ", which term in cludes, for the avoidance of doubt and as the context requires, Registered Covered
Bonds, as defined below) guaranteed by Mediobanca Covered Bond S.r.l. (the "Gu aran to r") pursuant to Article 7-bis of law 30 April 1999, No. 130 , as am ended an d
supplem ented from tim e to tim e ("Law 13 0 / 9 9 "), Ministerial Decree No. 310 of the Ministry for the Econom y and Finance of 14 Decem ber 20 0 6 (the "MEF D e cre e ")
and the supervisory instructions of the Bank of Italy relating to covered bonds under Part III, Chapter 3, of the circular no. 285 of 17 Decem ber 20 13, containing the
"Disposizioni di vigilanza per le banche" as further im plem ented and am ended (the "B o I Re gu latio n s " and together with Law 130 / 99 and the MEF Decree, the
"Co ve re d Bo n ds Law "), as am ended and im plem ented from tim e to tim e. The m axim um aggregate nom inal am ount of all the Covered Bonds from tim e to tim e
outstanding under the Program m e will n ot exceed 5,0 0 0 ,0 0 0 ,0 0 0 (or its equivalen t in other currencies calculated as described herein).
The Covered Bonds constitute direct, unconditional, unsecured and un subordinated obligations of the Issuer and will ran k pari passu without preference am ong
them selves and (save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer
from tim e to tim e outstanding. In the event of a com pulsory winding-up (liquidazione coatta am m inistrativa) of the Issuer, any funds realised and payable to the
holders of the Covered Bonds (the "B o n d h o lde rs ") will be collected by the Guarantor on their behalf and will be included in the Cover Pool, in accordance with the
provisions of Article 4, Paragraph 3 of the MEF Decree. The Guarantor issued a first dem and (a prim a richiesta), autonom ous, unconditional and irrevocable guarantee
securing the paym ent obligations of the Issuer under the Covered Bonds (the "Gu aran te e "), collateralised by a portfolio of residential and com m ercial m ortgage loan s
assigned and to be assigned to the Guaran tor by the Seller (and/ or, as the case m ay be, by any Additional Seller) and of other Eligible Assets and Integration Assets, in
accordance with the Covered Bonds Law. The recourse of the Bondholders to the Guarantor un der the Guarantee will be lim ited to the assets of the Cover Pool subject
to, and in accordance with, the relevant Priority of Paym ents pursuant to which specified paym ents will be m ade to other parties prior to paym ents to the Bondholders.
Application has been m ade to the Com m ission de Surv eillance du Secteur Financier ("CSSF"), in its capacity as com petent authority in Luxem bourg under Directive
20 0 3/ 71/ EC as from tim e to tim e am ended (the "Pro s pe ctu s D ire ctive ") and relevant implem enting measures in Luxembourg for approval of this Base Prospectus.
The CSSF assum es no responsibility as to the econom ic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the provisions of
article 7(7) of the Luxem bourg Law on prospectuses for securities. Approval by the CSSF relates only to the Covered Bonds and does not include the Registered Covered
Bonds.
Application has also been m ade for Covered Bonds issued under the Programm e (other than the Registered Covered Bonds) during the period of 12 m onths from the
date of this Base Prospectus to be listed on the official list of the Luxem bourg Stock Exchange (the "Official Lis t") and adm itted to trading on the regulated m arket of
the Luxem bourg Stock Exchange. The Luxem bourg Stock Exchange's regulated m arket is a regulated m arket for the purposes of Directive 20 14/ 65/ EU of the European
Parliam ent and of the Council on m arkets in financial instrum ents as from tim e to tim e am ended. However, unlisted Covered Bonds m ay be issued pursuant to the
Program me. The relevant Fin al Term s in respect of the issue of any Covered Bon ds will specify whether or not such Covered Bonds will be listed on the Official List and
adm itted to trading on the Luxembourg Stock Exchange's regulated m arket (or any other stock exchange). Application m ay also be m ade for notification to be given to
com petent authorities in other Member States of the European Econom ic Area in order to perm it Covered Bonds issued un der the Programm e to be offered to the
public and adm itted to trading on regulated m arkets in such other Mem ber States in accordance with the procedures under the Prospectus Directive.
The term s of each Series or Tranche will be set out in a final term s docum ent (the "Fin al Te rm s ") relating to such Series or Tranche prepared in accordance with the
provisions of this Base Prospectus and, if listed, to be delivered to the regulated m arket of the Luxem bourg Stock Exchange on or before the date of issue of such Series
or Tranche.
Amounts of interests payable under the Floating Rate Covered Bonds m ay be calculated by reference to EURIBOR or LIBOR, in each case as specified in the relevant
Final Term s. As at the date of this Base Prospectus, EURIBOR is provided and adm inistered by the European Money Markets Institute ("EMMI") and LIBOR is
provided and adm inistered by ICE Benchmark Adm inistration Limited ("ICE"). As at the date of this Base Prospectus, ICE is authorised as a benchm ark adm inistrator,
and included on, whereas EMMI is not included on the register of administrators an d benchm arks established and m aintained by the European Securities and Markets
Authority pursuant to article 36 of Regulation (EU) 20 16/ 10 11 (the "Be n ch m arks Re gu latio n ").
As far as the Issuer is aware, as at the date of this Base Prospectus the tran sitional provisions in Article 51 of the Benchm arks Regulation apply, such that EMMI is not
currently required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsem ent or equivalence).
The Covered Bonds (other than Registered Covered Bonds) will be issued in dem aterialised form (em esse in form a dem aterializzata) on the term s of, and subject to,
the Term s and Conditions of the Covered Bonds and the relevant Fin al Term s and will be held in such form on behalf of the beneficial owners, until redem ption or
cancellation thereof, by Monte Titoli S.p.A. ("Mo n te Tito li") for the account of the relevant Monte Titoli Account Holders. The expression "Mo n te Tito li Acco u n t
H o ld e rs " m ean s any authorised institution entitled to hold accounts on behalf of their custom ers with Monte Titoli (and includes any relevant Clearing System ) which
holds account with Monte Titoli or any depository banks appointed by any authorised financial interm ediary institution entitled to hold accounts on behalf of their
custom ers with Monte Titoli and includes any depositary banks appointed by Euroclear Bank S.A. / N.V. ("Eu ro cle ar") an d Clearstream Banking, société anonym e,
Luxembourg ("Cle ars tre am "). Each Series (or Tranche) is and will be deposited with Monte Titoli on the relevant Issue Date (as defined in the "Term s and Conditions
of the Cov er ed Bon ds" below). Cover ed Bon ds (ot her t han Register ed Covered Bon ds) will at all tim e be eviden ced by, an d title thereto will be tran sferrable by m ean s of,
book-entries in accordance with the provisions of (i) Article 83-bis and ff. of the Legislative Decree no. 58 of 24 February 1998 and (ii) the J oint Resolution (as defined
below), as subsequently am ended and supplem ented from tim e to tim e. Monte Titoli shall act as depository for Clearstream and Euroclear. No certificate or physical
docum ent of title will be issued in respect of the Covered Bonds (other than the Registered Covered Bonds).
The Covered Bonds m ay also be issued in registered form as Germ an law govern ed registered covered bonds (Nam ensschuld v erschreibungen ) (the "Re gis te re d
Co ve re d Bo n d s "). The term s and conditions of the relevant Registered Covered Bonds (the "Re gis te re d CB Co n d itio n s ") will specify the m inim um denom ination
for the relevant Registered Covered Bonds, which will n ot be listed.
Before the Maturity Date the Covered Bon ds will be subject to optional redem ption in whole or in part in certain circum stances, as set out in Condition 8 (Redem ption
an d Purchase).
Each Series (or Tranche) issued under the Program m e specified in the relevant Final Term s m ay be assigned a rating by Fitch Italia S.p.A. ("Fitch " or the "Ra tin g
Age n cy"). Conditions precedent to the issuance of any Series or Tranche include that the Rating Agency confirm s (where applicable) that the issuance of such Series or
Tranches will n ot result in a reduction or withdrawal of the then current ratings of any of the then outstanding Series or Tranche. Whether or not the credit rating
applied for in relation to relevant Series of Covered Bonds will be issued by a credit rating agency established in the European Union and registered under Regulation
(EC) No. 10 60 / 20 0 9 of the European Parliam ent and of the Council of 16 Septem ber 20 0 9 on credit rating agencies as from tim e to tim e am ended (the "CRA
Re gu latio n ") will be disclosed in the applicable Final Term s.
All the credit ratings included or referred to in this Base Prospectus have been issued by Fitch, which is established in the European Union and registered under the
CRA Regulation. A cre dit ra tin g is n o t a re co m m e n da tio n to bu y, s e ll o r h o ld Co ve re d Bo n ds an d m ay be s u bje ct to s u s pe n s io n , re du ctio n , re vis io n
o r w ith d raw al by th e as s ign in g Ra tin g Age n cy an d e ach ra tin g s h all be e valu ate d in d e p e n d e n tly o f an y o th e r.


A n i n v e s t m e n t i n Co ve re d B o n d s i s s u e d u n d e r t h e P r o g r a m m e i n v o l v e s c e r t a i n r i s k s . Fo r a d i s c u s s i o n o f t h e s e r i s k s , s e e "R i s k Fa c t o r s "
b e g i n n i n g o n p a g e 3 8 .
Arran ge r o f th e Pro gram m e
Me d io ba n ca ­ Ban ca d i Cre d ito Fin a n ziario S.p .A.

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RESPON S IBILITY STATEMEN TS AN D N OTICE TO IN VESTORS
This docum ent constitutes a base prospectus for the Issuer for the purposes of Article 5.4 of the Prospectus
Directive (the "Base Prospectus") and for the purposes of giving information with regard to the Issuer, the
Seller, the Guarantor, the Covered Bonds and the Asset Monitor which, according to the particular nature of
the Covered Bonds, 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, of the Seller, of the Guarantor, of
the Asset Monitor and of the rights attaching to the Covered Bonds.
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information and
data contained in the Base Prospectus are in accordance with the facts and do not contain any omission likely
to affect the im port of such information and data.
The Seller accepts responsibility for the information contained in this Base Prospectus under the sections
headed "Description of the Seller", "Credit and Collection Policies" and "The Cover Pool". To the best of the
knowledge of the Seller (having taken all reasonable care to ensure that such is the case) the information and
data in relation to which it is responsible as described above are in accordance with the facts and do not
contain any omission likely to affect the im port of such information and data. The Seller accepts
responsibility for its relevant sections of this Base Prospectus, but does not accept responsibility for any other
parts of this Base Prospectus.
The Guarantor accepts responsibility for the information contained in this Base Prospectus under the
sections headed "Description of the Guarantor". To the best of the knowledge of the Guarantor (having taken
all reasonable care to ensure that such is the case) the information and data in relation to which it is
responsible as described above are in accordance with the facts and do not contain any omission likely to
affect the im port of such information and data. The Guarantor accepts responsibility for its relevant section
of this Base Prospectus, but does not accept responsibility for any other parts of this Base Prospectus.
The Asset Monitor accepts responsibility for the information contained in this Base Prospectus under the
sections headed "Description of the Asset Monitor". To the best of the knowledge of the Asset Monitor
(having taken all reasonable care to ensure that such is the case) the information and data in relation to
which it is responsible as described above are in accordance with the facts and do not contain any om ission
likely to affect the im port of such information and data. The Asset Monitor accepts responsibility for its
relevant section of this Base Prospectus, but does not accept responsibility for any other part of this Base
Prospectus.
Each of the Issuer and the Guarantor, having made all reasonable enquiries, confirms that (i) this Base
Prospectus contains all information with respect to the Issuer and the Guarantor, the Covered Bonds and the
Guarantee which is material in the context of the issue and offering of the Covered Bonds, (ii) the statements
contained in this Base Prospectus relating to the Issuer and the Guarantor are in every material respect true
and accurate and not misleading, the opinions and intentions expressed in this Base Prospectus with regard
to the Issuer and the Guarantor are honestly held, have been reached after considering all relevant
circumstances and are based on reasonable assum ptions, (iii) there are no other facts in relation to the
Issuer, the Guarantor, the Covered Bonds or the Guarantee the omission of which would, in the context of the
issue and offering of Covered Bonds, make any statem ent in this Base Prospectus misleading in any material
respect and (iv) all reasonable enquiries have been m ade by the Issuer and the Guarantor to ascertain such
facts and to verify the accuracy of all such information and statements.
This Base Prospectus should be read and construed with any supplement hereto and with any documents
incorporated by reference herein and, in relation to any Series/ Tranche of Covered Bonds, should be read
and construed together with the relevant Final Terms. Copies of the Final Terms will be available from the

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registered office of the Issuer and the specified office set out below of the Luxembourg Listing Agent (as
defined below) and on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Full information on the Issuer, the Guarantor, the Seller and any Series/ Tranche of Covered Bonds is only
available on the basis of the combination of the Base Prospectus, any supplem ents, the relevant Final Term s
and the documents incorporated by reference.
Capitalised terms used in this Base Prospectus shall have the m eaning ascribed to them in the "Term s and
Con dition s of the Cov ered Bon ds" below, unless otherwise defin ed in the sin gle section of this Base
Prospectus in which they are used.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Covered Bonds and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuer,
the Guarantor or any of the Dealers. Neither the delivery of this Base Prospectus or any Final Terms nor any
sale made in connection herewith shall, under any circumstances, create any im plication that there has been
no change in the affairs of the Issuer or the Guarantor since the date hereof or the date upon which this
document has been most recently supplem ented or that there has been no adverse change in the financial
position of either the Issuer or the Guarantor since the date hereof or the date upon which this docum ent has
been most recently supplemented or that any other information supplied in connection with the Program m e
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.
Th e co n te n ts o f th is B as e Pro s p e ctu s s h o u ld n o t be co n s tru e d as p ro vid in g le gal, bu s in e s s ,
acco u n tin g o r tax a d vic e . Eac h p ro s p e ctive in ve s to r s h o u ld d e te rm in e fo r its e lf th e re le va n ce
o f th e in fo rm a tio n co n ta in e d in th is Bas e P ro s p e ctu s a n d its p u rc h as e o f Co ve re d Bo n d s
s h o u ld be bas e d u p o n s u ch in ve s tigatio n as it d e e m s n e ce s s ary an d s h o u ld co n s u lt its o w n
le gal, bu s in e s s , ac co u n tin g an d tax ad vis e rs p rio r to m a kin g a d e cis io n to in ve s t in th e
Co ve re d Bo n d s .
The Arranger, the Dealers and the Representative of the Bondholders have not separately verified the
information contained in this Base Prospectus. Accordingly none of the Arranger, the Dealers or the
Representative of the Bondholders makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Base Prospectus
or any other information provided by the Issuer, the Seller, the Guarantor or the Asset Manager in
connection with the Covered Bonds or their distribution.
N e ith e r th is B as e Pro s p e ctu s n o r an y o th e r in fo rm atio n s u p p lie d in co n n e ctio n w ith th e
Pro gram m e o r th e is s u e o f an y Co ve re d Bo n d s co n s titu te s a n o ffe r o f, o r an in vitatio n by o r
o n be h alf o f th e Is s u e r, th e Gu aran to r o r an y o f th e D e ale rs to s u bs crib e fo r, o r p u rch as e , a n y
Co ve re d Bo n d s .
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Covered
Bonds 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 the Covered Bonds may be
restricted by law in certain jurisdictions. The Issuer, the Seller, the Guarantor, the Dealers, the Asset
Monitor, the Arranger and the Representative of the Bondholders do not represent that this Base Prospectus
may be lawfully distributed, or that any Covered Bond 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 assum e any responsibility for facilitating any such distribution or offering. No action has been
taken by the Issuer, the Seller, the Guarantor, the Dealers, the Arranger and the Representative of the
Bondholders which is intended to perm it a public offering of any Covered Bonds outside Luxem bourg or
distribution of this Base Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Covered Bonds may be offered or sold, directly or indirectly, and neither this Base

4


Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in com pliance with any applicable laws and
regulations. Persons into whose possession this Base Prospectus or any Covered Bonds may come must
inform them selves about, and observe, any such restrictions on the distribution of this Base Prospectus and
the offering and sale of Covered Bonds. In particular, there are restrictions on the distribution of this Base
Prospectus and the offer or sale of Covered Bonds in the United States, J apan and the European Econom ic
Area (including the United Kingdom , the Republic of Italy, Ireland, Luxembourg, France and the
Netherlands), see also section headed ``Subscription and Sale''.
The language of the Base 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. Where a claim relating to the information contained in this Base Prospectus is brought before
a court in a member State of the European Economic Area (a Me m be r State ), the plaintiff may, under the
national legislation of the Member State where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
In this Base Prospectus, references to or e u ro or Eu ro are to the single currency introduced at the start of
the Third Stage of European Econom ic and Monetary Union pursuant to the Treaty establishing the
European Community, as amended; references to U.S.$ or U.S. Do llar are to the currency of the Unites
States of America; references to £ or UK Ste rlin g are to the currency of the United Kingdom; references to
Italy are to the Republic of Italy; references to laws and regulations are, unless otherwise specified, to the
laws and regulations of Italy; and references to billions are to thousands of m illions.
Certain monetary amounts and currency conversions included in this Base Prospectus have been subject to
rounding adjustm ents; accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures which preceded them.
This Base Prospectus may only be used for the purpose for which it has been published.
This Base Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
Each initial and subsequent purchaser of a Covered Bond will be deemed, by its acceptance of the purchase of
such Covered Bond, to have made certain acknowledgements, representations and agreements intended to
restrict the resale or other transfer thereof as set forth therein and described in this Base Prospectus and, in
connection therewith, may be required to provide confirmation of its compliance with such resale or other
transfer restrictions in certain cases.
The Arranger is acting for the Issuer and no one else in connection with the Programm e and will not be
responsible to any person other than the Issuer for providing the protection afforded to clients of the
Arranger or for providing advice in relation to the issue of the Covered Bonds.
PRIIPs / IMP ORTAN T - EEA RETAIL IN VESTORS - If the Final Term s in respect of any Covered
Bonds include a legend entitled "Pro h ibitio n o f Sale s to EEA Re tail In ve s to rs ", the Covered Bonds are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 20 14/ 65/ EU (as amended, "MiFID II"); or (ii) a custom er within the meaning of Directive
20 0 2/ 92/ EC (as amended, the "In s u ran ce Me d iatio n D ire ctive "), where that customer would not
qualify as a professional client as defined in point (10 ) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. Consequently, no key information document required by
Regulation (EU) No. 1286/ 20 14 (as amended, the "PRIIPs Re gu latio n ") for offering or selling the Covered
Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore

5


offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
MIFID II P ROD U CT GOVERN AN CE / TARGET MARKET The Final Term s in respect of any Covered
Bonds may include a legend entitled "MiFID II Pro du ct Go ve rn an ce " which will outline the target
market assessment in respect of the Covered Bonds and which channels for distribution of the Covered
Bonds are appropriate. Any person subsequently offering, selling or recomm ending the Covered Bonds (a
"dis tribu to r") should take into consideration the target market assessm ent; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessm ent in respect of the Covered Bonds
(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 20 17/ 593 (the "MiFID Pro du ct Go ve rn an ce
Ru le s "), any Dealer subscribing for a Tranche of Covered Bonds is a m anufacturer in respect of that
Tranche, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.

In co n n e ctio n w ith th e is s u e o f a n y Se rie s o r Tran ch e u n d e r th e Pro gra m m e , th e D e ale r ( if
an y) w h ic h is s p e c ifie d in th e re le va n t Fin al Te rm s as th e s tabilis in g m a n age r ( th e Stabilis in g
Man age r) o r a n y p e rs o n actin g fo r th e Stabilis in g Ma n age r m ay o ve r-allo t a n y s u c h Se rie s o r
Tran ch e o r e ffe ct tra n s actio n s w ith a vie w to s u p p o rtin g th e m arke t p ric e o f s u ch S e rie s o r
Tran ch e at a le ve l h igh e r th an th at w h ich m igh t o th e rw is e p re va il fo r a lim ite d p e rio d .
H o w e ve r, th e re m ay be n o o bliga tio n o n th e Stabilis in g Ma n age r ( o r a n y age n t o f th e
Stabilis in g Ma n age r) to d o th is . An y s tabilis a tio n actio n m ay be gin o n o r afte r th e d ate o n
w h ic h ad e qu ate p u blic d is clo s u re o f th e fin al te rm s o f th e o ffe r o f th e Co ve re d Bo n d s is m ad e
an d , if be gu n , m ay be e n d e d at an y tim e , bu t it m u s t e n d n o late r th a n th e e arlie r o f 3 0 d ays
afte r th e is s u e d ate o f th e re le van t Se rie s o r Tra n c h e a n d 6 0 d ays afte r th e d ate o f th e
allo tm e n t o f a n y s u c h Se rie s o r Tra n ch e . S u c h s tabilis in g s h all be in co m p lian ce w ith all
ap p licable law s , re gu latio n s a n d ru le s .

6


IN D EX

RESPONSIBILITY STATEMENTS AND NOTICE TO INVESTORS ..................................................................... 3
INDEX ....................................................................................................................................................................... 7
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................. 8
RISK FACTORS ...................................................................................................................................................... 38
STRUCTURE DIAGRAM ....................................................................................................................................... 85
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 86
DESCRIPTION OF THE ISSUER .......................................................................................................................... 89
DESCRIPTION OF THE SELLER ....................................................................................................................... 10 8
DESCRIPTION OF THE GUARANTOR ............................................................................................................. 120
DESCRIPTION OF THE ASSET MONITOR ...................................................................................................... 124
THE COVER POOL ............................................................................................................................................... 125
CREDIT STRUCTURE ......................................................................................................................................... 129
ACCOUNTS AND CASH FLOWS ......................................................................................................................... 135
DESCRIPTION OF THE TRANSACTION DOCUMENTS ................................................................................. 138
SELECTED ASPECTS OF ITALIAN LAW ........................................................................................................... 157
TAXATION IN THE REPUBLIC OF ITALY........................................................................................................ 169
TAXATION IN LUXEMBOURG ........................................................................................................................... 178
TERMS AND CONDITIONS OF THE COVERED BONDS ................................................................................. 179
RULES OF THE ORGANISATION OF THE BONDHOLDERS......................................................................... 224
FORM OF FINAL TERMS ................................................................................................................................... 249
KEY FEATURES OF REGISTERED COVERED BONDS (NAMENSSCHULD VERSCHREIBUN GEN)........ 260
USE OF PROCEEDS ............................................................................................................................................. 262
SUBSCRIPTION AND SALE................................................................................................................................ 263
GENERAL INFORMATION ................................................................................................................................ 267
GLOSSARY ........................................................................................................................................................... 270

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GEN ERAL D ES CRIPTION OF TH E PROGRAMME

The follow in g section con tain s a gen eral description of the Program m e an d , as such, does n ot pu rport to be
com plete an d is qualified in its en tirety by the rem ain der of this Base Prosp ectus an d, in relation to the
term s an d con dition s of an y Series or Tran che, the applicable Fin al Term s. Prospectiv e purchasers of
Cov ered Bon ds should carefully read the in form ation set out elsew here in this Base Prospectus prior to
m akin g an in v estm en t decision in respect of the Cov ered Bon ds. In this section , referen ces to a n um bered
con dition are to such con dition in "Term s an d Con dition s of the Cov ered Bon ds" below .
1. PARTIES
Is s u e r
Mediobanca ­ Banca di Credito Finanziario S.p.A, a bank incorporated under the
laws of Republic of Italy and having its registered office at Piazzetta E. Cuccia, 1,
20 121, Milan, Italy, Fiscal Code, VAT num ber and registration with the companies'
register in Milan under No. 0 0 714490 158, enrolled in the register of banks held by
the Bank of Italy pursuant to Article 13 of the Legislative Decree of 1 September
1993, No. 385 (the "Ban kin g Act") under No. 74753.5.0 , and which is the parent
company of the group com posed of Mediobanca and its consolidated subsidiaries
(the "Me d io ban ca Gro u p" or the "Gro u p") (the "Is s u e r" or the "Ban k" or
"Me d io ban ca").
See "Description of the Issuer", below.
Is s u e r Le gal En tity
PSNL19R2RXX5U3QWHI44
Id e n tifie r ( LEI) :
Arran ge r
Mediobanca.
D e ale rs
Mediobanca and Mediobanca International (Luxembourg) S.A., a société
an on y m e subject to Luxem bourg law an d havin g its registered office at 14
Boulevard Roosevelt L-2450 Luxem bourg, registered at the Luxembourg trade and
companies registry under registration num ber B 112885 ("Me dio ban ca
In te rn atio n al"), as well as any other dealer appointed from tim e to tim e in
accordance with the Programme Agreement.
Gu a ra n to r
Mediobanca Covered Bond S.r.l., a limited liability company incorporated under
the laws of the Republic of Italy, whose registered office at Galleria Del Corso No.
2, Milan, Italy, Fiscal Code and registration with the Companies Register in Milan,
Monza-Brianza, Lodi No. 0 3915310 969 (the "Gu aran to r"). The issued corporate
capital of the Guarantor is equal to Euro 10 0 ,0 0 0 and is held by CheBanca S.p.A.
90 % and SPV Holding S.r.l. 10 % (the "Qu o tah o lde rs ").
See "Description of the Guarantor", below.
Se lle r
CheBanca! S.p.A., a joint stock company (società per azioni) incorporated under
the laws of the Republic of Italy, having its registered office at Viale Bodio (palazzo
4), No. 37, 20 158, Milan, Italy, Fiscal Code and VAT number and enrolment with
the companies' register of Milan, Monza-Brianza, Lodi No.10 359360 152, under
the direction and coordination (direzione e coordinam ento) of Mediobanca ­
Banca di Credito Finanziario S.p.A. ("Ch e Ban ca" or the "Se lle r").

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See "Description of the Seller", below.
Ad d itio n al Se lle rs
Any entity (each an "Additio n al Se lle r"), other than the Seller, which is part of
the Mediobanca Group that may sell Eligible Assets and/ or Integration Assets to
the Guarantor, subject to satisfaction of certain conditions, and that, for such
purpose, shall, inter alia, accede to the Master Purchase Agreement by signing an
accession letter substantially in the form attached to the Master Purchase
Agreem ent and in accordance with the provisions of the Transaction Documents
executed by the Seller.
Se rvic e r
CheBanca will collect, recover and administer the Eligible Assets com prised in the
Cover Pool on behalf of the Guarantor pursuant to the terms of the Servicing
Agreem ent (the "Se rvice r").
See "Transaction Sum m ary - The Portfolio", "Description of the Seller", "The
Credit an d Collection Policies", an d "Description of the Tran saction Docum en ts ­
Serv icin g Agreem en t", below.
Su cc e s s o r Se rvice r
The party or parties which will be appointed in order to perform, inter alia, the
servicing activities performed by the Servicer, and any successor or replacing
entity thereto following the occurrence of a Servicer Term ination Event (as
defined below) (the "Su cce s s o r Se rvice r").
See "Description of the Transaction Docum ents ­ Servicing Agreem ent", below.
Co rp o rate Se rvice r
Studio Dattilo Commercialisti Associati, with registered office at Galleria del
Corso, 2, 20 122, Milan, Italy, VAT num ber 10 246540 156, is the corporate services
provider to the Guarantor pursuant to the terms of the Corporate Services
Agreem ent (the "Co rpo rate Se rvice r").
See "Description of the Transaction Docum ents ­ The Corporate Services
Agreem en t", below.
As s e t Mo n ito r
A reputable firm of independent accountants and auditors will be appointed as
Asset Monitor pursuant to a mandate granted by the Issuer, and which will act as
an independent monitor pursuant to an Asset Monitor Agreem ent in order to
perform tests and procedures in favour of the Issuer, the Seller and/ or the
Guarantor, including those in accordance with the applicable legal regulations.
The initial Asset Monitor will be BDO Italia S.p.A. (the "As s e t Mo n ito r").
See "Description of the Asset Monitor", below.
Cas h Man age r an d
CheBanca will act as cash manager (in such capacity, the "Cas h Man age r"), for
Calc u latio n Age n t
the purpose of operating the Collection Account, the Expenses Account, the
Transaction Account, the Reserve Account and the Securities Account and as
calculation agent (in such capacity, the "Calcu latio n Age n t") to the Guarantor
pursuant to the Cash Management Agreement.
See "Description of the Transaction Docum ents - The Cash Managem ent
Agreem en t", below.
Acco u n t B an k an d
Mediobanca will act as account bank (in such capacity, the "Acco u n t Ban k"), for
In ve s tm e n t
the purpose of maintaining the Collection Account, the Expense Account, the
Transaction Account, the Reserve Account and the Securities Account and as

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Man age r
investment manager (in such capacity, the "In ve s tm e n t Man age r") pursuant to
the Cash Managem ent Agreement.
See "Description of the Transaction Docum ents - The Cash Managem ent
Agreem en t", below.
Te s t Re p o rt
CheBanca will act as test report provider pursuant to the Cash Management
Pro vid e r
Agreem ent (in such capacity, the "Te s t Re po rt Pro vid e r"). The Test Report
Provider will perform certain calculations and conduct certain tests pursuant to
the Cash Managem ent Agreement and the Portfolio Managem ent Agreem ent.
See "Description of the Transaction Docum ents - The Cash Managem ent
Agreem en t", an d "Credit Structure" below.
Co ve r Po o l Sw ap
Any swap counterparty which agrees to act as swap counterparty (the "Co ve r
Co u n te rp arty
Po o l Sw ap Co u n te rp arty") to the Guarantor un der the Cover Pool Swap
Agreem ents executed with the Guarantor in order to hedge interest rate risk on the
Cover Pool (the "Co ve r Po o l Sw ap Agre e m e n ts "). The initial Cover Pool Swap
Counterparty will be Mediobanca.
Co ve re d Bo n d
Any institution which shall agree to act as covered bond swap counterparty (each,
Sw ap Co u n te rp arty
a "Co ve re d Bo n d Sw ap Co u n te rparty") to the Guarantor under a covered
bond swap agreement executed with the Guarantor in order to hedge against
currency (if any) and/ or interest rate exposure in relation to obligations under the
Covered Bonds (the "Co ve re d Bo n d Sw ap Agre e m e n t"). The initial Covered
Bond Swap Counterparty will be Mediobanca.
Sw ap
The Cover Pool Swap Counterparty and each Covered Bond Swap Counterparty.
Co u n te rp artie s
Sw ap Agre e m e n ts
The Cover Pool Swap Agreement(s) and the Covered Bond Swap Agreement(s),
which may be entered into in connection with any Series of Covered Bonds, each
of which is documented in accordance with the documentation published by the
International Swaps and Derivatives Association Inc. ("ISDA"), which are in
particular:
(i)
1992 ISDA Master Agreement with the Schedule thereto (the "ISDA
Mas te r Agre e m e n t");
(ii)
1995 ISDA Credit Support Annex (Transfer-English Law) to the Schedule
to the ISDA Master Agreem ent (the "CSA"); and
(iii)
the relevant confirmation(s),
to be entered into between the Guarantor and each Cover Pool Swap Counterparty
and each Covered Bond Swap Counterparty, respectively.
In te re s t
BNP Paribas Securities Services, a com pany incorporated under the laws of the
D e te rm in atio n
Republic of France, with registered office at 3 Rue d'Antin, 750 0 2 - Paris, France,
Age n t a n d Sw ap
acting through its Milan branch, with offices at Piazza Lina Bo Bardi 3, 20 124,
Co llate ral Acco u n t
Milan, Italy, Fiscal Code, VAT code and enrolment with the Register of Enterprises
Ban k
of Milan No. 13449250 151, enrolled with the register held by the Bank of Italy
pursuant to article 13 of the Consolidated Banking Act under No. 5483 ("BN P
Paribas ") will act as interest determ ination agent and, swap account accoun t

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Document Outline