Bond Emiliano Credito S.p.A. 1.125% ( IT0005358491 ) in EUR

Issuer Emiliano Credito S.p.A.
Market price 100 %  ▼ 
Country  Italy
ISIN code  IT0005358491 ( in EUR )
Interest rate 1.125% per year ( payment 1 time a year)
Maturity 17/01/2024 - Bond has expired



Prospectus brochure of the bond Credito Emiliano S.p.A IT0005358491 in EUR 1.125%, expired


Minimal amount /
Total amount /
Detailed description Credito Emiliano S.p.A. is a regional Italian banking group primarily operating in Emilia-Romagna, offering a range of financial services to individuals, businesses, and public administrations.

A Euro-denominated bond, identified by ISIN IT0005358491 and issued by Credito Emiliano S.p.A., has successfully matured and been repaid to investors on January 17, 2024. This fixed-income instrument, originating from Italy, carried a fixed annual interest rate of 1.125%. Credito Emiliano S.p.A., commonly known as Credem, is a significant Italian banking group headquartered in Reggio Emilia, Italy, offering a broad range of banking and financial services to retail, corporate, and institutional clients across the country. The bond's repayment at 100% of its nominal value underscores the issuer's commitment to its financial obligations, concluding its lifecycle as a debt security within the specified terms, ensuring principal return to its holders.








Prospectus
Credito Emiliano S.p.A.
(incorporated as a joint stock company in the Republic of Italy)

5,000,000,000 Covered Bond Programme (Obbligazioni Bancarie Garantite)

unconditionally and irrevocably guaranteed as to payments of interest and principal by
CREDEM CB S.r.l.

(incorporated as a limited liability company in the Republic of Italy)

Except where specified otherwise, capitalised words and expressions in this Prospectus have the
meaning given to them in the section entitled "Glossary".
Under this 5,000,000,000 covered bond programme (the Programme), Credito Emiliano S.p.A.
(CREDEM or the Issuer or the Bank) may from time to time issue covered bonds (obbligazioni
bancarie garantite) (the Covered Bonds) denominated in any currency agreed between the Issuer and
the relevant Dealer(s), 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 instructions relating to covered bonds
(obbligazioni bancarie garantite) under Part III, Chapter 3 of Circular of the Bank of Italy No. 285 of
17 December 2013 containing the "Disposizioni di vigilanza per le banche", as further implemented
or amended (the Bank of Italy Regulations).
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under
the Programme will not exceed 5,000,000,000 (or its equivalent in other currencies calculated as
described herein, unless increased in accordance with the Programme Documents). This Programme
Limit may be increased in accordance with the terms of the Programme Agreement.
The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the
Issuer, guaranteed by the Guarantor and will rank pari passu without preference among themselves
and (save for any applicable statutory provisions) at least equally with all other present and future
unsecured and unsubordinated obligations of the Issuer from time to time outstanding. In the event of
a compulsory winding-up of the Issuer, any funds realised and payable to the Bondholders will be
collected by the Guarantor on their behalf.
CREDEM CB S.r.l. (the Guarantor) has guaranteed payments of interest and principal under the
Covered Bonds pursuant to a guarantee (the Guarantee) which is backed by a pool of assets (the
Cover Pool) made up, in respect of the Initial Portfolio, of residential mortgage loans and, in respect
to any Subsequent Portfolio of residential and/or commercial mortgage loans and possibly of other
Eligible Assets (including Public Assets within the limit of 10% of the Cover Pool, provided that such
limit may be temporarily exceeded if necessary in order to cure a breach of Tests) assigned and to be
assigned to the Guarantor by the Issuer. Recourse against the Guarantor under the Guarantee is
limited to the Cover Pool.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the
CSSF), which is the competent authority under Regulation EU 2017/1129 (the Prospectus
Regulation) in the Grand Duchy of Luxembourg as a base prospectus for the purposes of the
Prospectus Regulation (the Prospectus).


The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be
considered as an endorsement of the Issuer or the Guarantor or the quality of the Covered Bonds that
are subject to this Prospectus. Investors should make their own assessment as to the suitability of
investing in Covered Bonds.
Application has also been made for Covered Bonds issued under the Programme during the period of
12 (twelve) months from the date of this Prospectus to be listed on the official list of the Luxembourg
Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange,
which is a regulated market for the purposes of Directive 2004/65/EU. As referred to in Article 6(4)
of the Luxembourg law on prospectuses for securities of 16 July 2019, by approving this Prospectus,
in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect of
the economic or financial opportunity of the operation or the quality and solvency of the issuer.
This Prospectus is valid for 12 months from its date in relation to Covered Bonds which are to
be admitted to trading on a regulated market in the European Economic Area (the EEA). The
obligation to supplement this Prospectus in the event of a significant new factor, material
mistake or material inaccuracy does not apply when this Prospectus is no longer valid.
An investment in Covered Bonds issued under the Programme involves certain risks. See the
section entitled "Risk Factors" of this Prospectus for a discussion of certain risks and other
factors to be considered in connection with an investment in the Covered Bonds.
Amounts payable under the Covered Bonds may be calculated by reference to EURIBOR, or to
LIBOR, in each case as specified in the relevant Final Terms. As at the date of this Prospectus, the
European Money Markets Institute (as administrator of EURIBOR) and the ICE Benchmark
Administration Limited (as administrator of LIBOR) are included on the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority (ESMA)
pursuant to Article 36 of Regulation (EU) 2016/1011 (the Benchmarks Regulation).
The Covered Bonds will be issued in dematerialised form, or in registered form (the Registered
Covered Bonds). Covered Bonds issued in dematerialised form will be held on behalf of their
ultimate owners by Monte Titoli S.p.A. whose registered office is in Milan, at Piazza degli Affari,
No.6, Italy, (Monte Titoli) for the account of the relevant Monte Titoli account holders. Monte Titoli
will also act as depository for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking,
société anonyme (Clearstream). The Covered Bonds issued in dematerialised form will at all times
be held in book entry form and title to the Covered Bonds will be evidenced by book-entries in
accordance with the provisions of Legislative Decree No. 58 of 24 February 1998, as amended and
supplemented (the Financial Laws Consolidated Act) and implementing regulations and with the
joint regulation of the Commissione Nazionale per le Società e la Borsa (CONSOB) and the Bank of
Italy dated 13 August 2018 and published in the Official Gazette of the Republic of Italy (Gazzetta
Ufficiale della Repubblica Italiana) No. 201 of 30 August 2018, as subsequently amended and
supplemented. No physical document of title will be issued in respect of the Covered Bonds issued in
dematerialised form.
The Covered Bonds will be subject to mandatory and/or optional redemption in whole or in part in
certain circumstances (as set out in Condition 6 (Redemption and Purchase)). Unless previously
redeemed in full in accordance with the Conditions, the Covered Bonds of each Series will be
redeemed at their Final Redemption Amount on the relevant Maturity Date (or, as applicable, the
Extended Maturity Date), subject as provided in the relevant Final Terms.
As at the date of this Prospectus, payments of interest and other proceeds in respect of the Covered
Bonds may be subject to withholding or deduction for or on account of Italian substitute tax, in
accordance with Italian Legislative Decree No. 239 of 1 April 1996 (the Decree No. 239), as amended
and supplemented from time to time, and any related regulations. Upon the occurrence of any

- ii -


withholding or deduction for or on account of tax from any payments under any Series of Covered
Bonds, the Issuer shall be required to pay additional amounts in respect of the amounts so deducted or
withheld, subject to a number of exceptions including deductions on account of Italian substitute tax
pursuant to Decree No. 239. For further details see the section entitled "Taxation".
Each Series of Covered Bonds may or may not be assigned a rating by one or more Rating Agencies.
Each Series of Covered Bonds issued under the Programme, if rated, is expected to be assigned,
unless otherwise stated in the applicable Final Terms, a rating as specified in the relevant Final Terms
by any rating agency which may be appointed from time to time by the Issuer in relation to any
issuance of Covered Bonds or for the remaining duration of the Programme, to the extent that any
rating agency at the relevant time provides ratings in respect of any Series of Covered Bonds.
Whether or not each credit rating applied for in relation to the relevant Series of Covered Bonds will
be issued by a credit rating agency established in the European Union and registered under (EC)
No.1060/2009, as amended from time to time, including also by Regulation (EC) No. 462/2013 and
Regulation (EC) No. 513/2011 (as amended, the CRA Regulation) will be disclosed in the Final
Terms. The credit ratings included or referred to in this Prospectus have been issued by Moody's
Deutschland GmbH (Moody's) and/or by Fitch Ratings Ireland Limited Sede Secondaria Italiana
(Fitch and, together with Moody's, the Rating Agencies and, each of them, a Rating Agency), which
is established in the European Union and is registered under the CRA Regulation. As such Moody's
and Fitch are included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website (at https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk) in accordance with such CRA Regulation. In general, European regulated investors are
restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating
agency established in the European Union or the UK and registered under the CRA Regulation (or is
endorsed and published or distributed by subscription by such a credit rating agency in accordance
with the CRA Regulation) unless (1) the rating is provided by a credit rating agency not established in
the EEA or the UK but endorsed by a credit rating agency established in the EEA or the UK and
registered under the CRA Regulation or (2) the rating is provided by a credit rating agency not
established in the EEA or the UK which is certified under the CRA Regulation. Other than in
relation to the documents which are incorporated by reference (see the section headed
"Documents Incorporated by Reference"), the information on the websites to which this
Prospectus refers does not form part of this Prospectus and has not been scrutinised or
approved by the CSSF.
A credit rating, if provided, is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning rating agency and each rating
agency shall be evaluated independently of any other.

ARRANGER AND DEALER
BARCLAYS


The date of this Prospectus is 18 December 2020.

- iii -



This Prospectus is a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
The Issuer, and the Guarantor, having made all reasonable enquiries, confirm that this Prospectus
contains all information which, according to the particular nature of the Issuer, the Guarantor and
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 and of the Guarantor and of
the rights attaching to the Covered Bonds, that the information contained herein is true, accurate and
not misleading in all material respects, that the opinions and intentions expressed in this Prospectus
are honestly held and that there are no other facts the omission of which would make this Prospectus
or any of such information or the expression of any such opinions or intentions misleading in any
material respect. The Issuer and the Guarantor accept responsibility accordingly.
The Issuer accept responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus is in accordance with the facts and this Prospectus makes no
omission likely to affect the import of such information.
The Guarantor accepts responsibility for the information included in this Prospectus in the section
headed "The Guarantor" and any other information contained in this Prospectus relating to itself. To
the best of the knowledge of the Guarantor, those parts of this Prospectus for which the Guarantor is
responsible are in accordance with the facts and makes no omission 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 Covered Bonds
are the persons named in the applicable Final Terms as the relevant Dealer(s).
This Prospectus is to be read and construed in conjunction with any supplement hereto, with all
documents which are incorporated herein by reference (see "Documents Incorporated by Reference")
and form part of this Prospectus, and, in relation to any Series of Covered Bonds, with the relevant
Final Terms.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Prospectus
refers does not form part of this Prospectus and has not been scrutinised or approved by the CSSF.
Full information on the Issuer, the Guarantor and any Series of Covered Bonds is only available on
the basis of the combination of the Prospectus, any supplements, the relevant Final Terms and the
documents incorporated by reference.
No person is or has been authorised to give any information or to make any representation other than
those contained in this Prospectus or any information supplied in connection with the Programme or
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, the Representative of
the Bondholders or any of the Dealers or the Arranger or any of their respective affiliates or advisers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of Covered Bonds made in
connection therewith shall, under any circumstances, create any implication 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
Prospectus has been most recently supplemented or that there has been no adverse change in the
financial position of the Issuer or the Guarantor since the date hereof or the date upon which this
Prospectus has been most recently 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. The Dealers expressly do not
undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of
the Programme or to advise any investor in the Covered Bonds of any information coming to their

- iv -



attention.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor, the Arranger or the Dealers to subscribe for, or purchase, any Covered Bonds.
The distribution of this Prospectus, any document incorporated herein by reference, any Final Terms
and the offering, sale and delivery of the Covered Bonds in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus or Final Terms come are required by the Issuer,
the Dealers and the Arranger to inform themselves about and to observe any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of Covered Bonds and on the
distribution of the Base Prospectus or any Final Terms and other offering material relating to the
Covered Bonds, see section entitled "Subscription and Sale" of this Prospectus. In particular, the
Covered Bonds have not been and will not be registered under the United States Securities Act of
1933, as amended (the Securities Act). Subject to certain exceptions, Covered Bonds may not be
offered, sold or delivered within the United States of America or to US persons. There are further
restrictions on the distribution of this Prospectus and the offer or sale of Covered Bonds in the
European Economic Area (including the Republic of Italy and the Republic of France), the United
Kingdom and Japan. For a description of certain restrictions on offers and sales of Covered Bonds
and on distribution of this Prospectus, see "Subscription and Sale".
Neither this Prospectus or supplement thereto, nor any Final Terms (or any part thereof) constitutes
an offer, nor may they be used for the purpose of an offer to sell any of the Covered Bonds, or a
solicitation of an offer to buy any of the Covered Bonds, by anyone in any jurisdiction or in any
circumstances in which such offer or solicitation is not authorised or is unlawful. Each recipient of
this Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of
the condition (financial or otherwise) of the Issuer, the Seller and the Guarantor.
The information contained in this Prospectus was obtained from the Issuer and the other sources
identified herein, but, no assurance can be given by any of the Dealers or the Arranger or any of their
respective affiliates or advisers as to the accuracy or completeness of such information. Save for the
Issuer, no other party has separately verified the information contained in this Prospectus.
Accordingly, none of the Dealers or the Arranger make any representation, warranty or undertaking,
express or implied, or accept any responsibility, with respect to the adequacy, accuracy,
reasonableness or completeness of any of the information contained or incorporated in this
Prospectus or any other information provided by the Issuer, the Seller and the Guarantor in
connection with the Programme or any document or agreement relating to the Covered Bonds or any
Programme Agreement. Neither the Dealers, the Arranger nor the Representative of the Bondholders
accepts any liability in relation to the information contained or incorporated by reference in this
Prospectus or any other information provided by the Issuer, the Seller and the Guarantor in
connection with the Programme or the adequacy, accuracy, reasonableness or completeness of the
same. The Dealers and the Arranger do not accept any responsibility for the compliance by any party
with any provision of any document entered into in connection with the Programme or any Series of
Covered Bonds.
None of the Dealers or the Arranger shall be responsible for, any matter which is the subject of, any
statement, representation, warranty or covenant of the Issuer contained in the Covered Bonds or any
Programme Documents, or any other agreement or document relating to the Covered Bonds or any
Programme Document, or for the execution, legality, effectiveness, adequacy, genuineness, validity,
enforceability or admissibility in evidence thereof. In making an investment decision, investors must
rely on their own examination of the terms of this offering, including the merits and risks involved.
The contents of this Prospectus should not be construed as providing legal, business, accounting or
tax advice. Each prospective investor should consult its own legal, business, accounting and tax
advisers prior to making a decision to invest in the Covered Bonds.

- v -



Neither this Prospectus nor any other information supplied in connection with the Programme or any
Covered Bonds (a) is intended to provide the basis of any credit or other evaluation or (b) should not
be considered as a recommendation by any of the Issuer, the Guarantor, the Representative of the
Bondholders, the Arranger or the Dealers that any recipient of this Prospectus or any other any other
information supplied in connection with the Programme or any Covered Bonds should purchase the
Covered Bonds. Each potential purchaser of Covered Bonds should determine for itself the relevance
of the information contained in this Prospectus and its purchase of Covered Bonds should be based
upon such investigation as it deems necessary. None of the Dealer, the Representative of the
Bondholders or the Arranger undertake to review the financial condition or affairs of the Issuer or the
Guarantor during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in Covered Bonds of any information coming to the attention of any of
the Dealers, the Representative of the Bondholders or the Arranger.
Third Party Information ­ Certain information and statistics presented in this Prospectus regarding
markets and market share of the Issuer or the CREDEM Group are either derived from, or are based
on, internal data or publicly available data from external sources. In addition, the sources for the
rating information set out in the sections headed "Ratings" of this Prospectus are the following
rating agencies: Fitch Italia Società Italiana per il Rating S.p.A. and Moody's France S.A.S. (each as
defined below). In respect of information in this Prospectus that has been extracted from a third
party, the Issuer confirms that such information has been accurately reproduced and that, so far as it
is aware, and is able to ascertain from information published by third parties, no facts have been
omitted which would render the reproduced information inaccurate or misleading. Although the
Issuer believes that the external sources used are reliable, the Issuer has not independently verified
the information provided by such sources.
The investment activities of certain investors are subject to investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (i) it can legally invest in Covered Bonds (ii) Covered Bonds
can be used as collateral for various types of borrowing and "repurchase" arrangements and (iii)
other restrictions apply to its purchase or pledge of any Covered Bonds and the legal and regulatory
framework applicable to Covered Bonds at EU and national level and the impact of the referred legal
and regulatory framework on any holding of Covered Bonds. Financial institutions should consult
their legal advisers or the appropriate regulators to determine the appropriate treatment of Covered
Bonds under any applicable risk-based capital or similar rules.
In this Prospectus, unless otherwise specified or unless the context otherwise requires, all references
to "£" or "Sterling" are to the currency of the United Kingdom, "Dollars" are to the currency of the
United States of America, reference to "Japanese Yen" is to the currency of Japan, reference to
"Swiss Franc" or "CHF" are to the currency of the Swiss Confederation and all references to "",
"euro" and "Euro" are to the lawful currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European
Union, as amended from time to time. 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 millions.
Figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same item of information may vary, and figures which are totals may not be the
arithmetical aggregate of their components.
Furthermore, certain figures and percentages included in this Prospectus have been subject to
rounding adjustments; accordingly, figures shown in the same category presented in different tables
may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation
of the figures which precede them.
The language of this Prospectus is English. Certain legislative references and technical terms have

- vi -



been cited in their original language in order that the correct technical meaning may be ascribed to
them under applicable law.
Each initial and subsequent purchaser of Covered Bonds will be deemed, by its acceptance of the
purchase of such Covered Bonds, 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 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 Prospectus, to be read together with the applicable Final Terms of Covered Bonds (a form of
which is included in this Prospectus), applies to the different types of Covered Bonds which may be
issued under the Programme. The full terms and conditions applicable to each Series of Covered
Bonds can be reviewed by reading the Conditions as set out in full in this Prospectus, which constitute
the basis of all Covered Bonds to be offered under the Programme, together with the applicable Final
Terms which apply and/or not apply and/or complete the Conditions in the manner required to reflect
the particular terms and conditions applicable to the relevant Series of Covered Bonds.
In connection with any Series of Covered Bonds, one or more Dealers may act as a stabilising
manager (the Stabilising Manager). The identity of the Stabilising Manager will be disclosed in the
relevant Final Terms. References in the next paragraph to "the issue" of any Series of Covered Bonds
are to each Series of Covered Bonds in relation to which any Stabilising Manager is appointed.
In connection with the issue of any Series of Covered Bonds, the Dealer or Dealers (if any) named
as the Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot Covered Bonds or effect transactions with a view to
supporting the market price of the Covered Bonds at a level higher than that which might otherwise
prevail for a limited period. However, there can be no assurance that the Stabilising Manager(s)
(or any person 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 final
terms of the offer of the relevant Series of Covered Bonds 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 of Covered Bonds and 60 days after the date of the allotment of the relevant Series of
Covered Bonds. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance
with all applicable laws, regulations and rules.

IMPORTANT ­ EEA AND UK RETAIL INVESTORS - Unless the Final Terms in respect of any
Cover Bonds specifies "Prohibition of Sales to EEA and UK Retail Investors" as "Not Applicable",
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) or in the United Kingdom (UK). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of
the European Parliament and of the Council on markets in financial instrument (MiFID II); or (ii) a
customer within the meaning of Directive (UE) 2016/97, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for
offering or selling the Covered Bonds or otherwise making them available to retail investors in the
EEA or in the UK has been prepared and therefore offering or selling the Covered Bonds or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful
under the PRIIPs Regulation.
MIFID II product governance / target market ­ The Final Terms in respect of any Covered Bonds
will include a legend entitled "MiFID II Product Governance" which will outline the target market

- vii -



assessment in respect of the Covered Bonds and which channels for distribution of the Covered Bonds
are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a
distributor) should take into consideration the target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
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 MiFID
Product Governance rules under EU Delegated Directive No. 2017/593 (the MiFID Product
Governance Rules), any Dealer subscribing for any Covered Bonds is a manufacturer in respect of
such Covered Bond, but otherwise neither the Arranger nor the Dealer nor any of their respective
affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.

- viii -



CONTENTS

OVERVIEW OF THE PROGRAMME ................................................................................................................. 2
RISK FACTORS .................................................................................................................................................. 21
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 53
SUPPLEMENTS, FINAL TERMS AND FURTHER PROSPECTUSES ........................................................... 58
CONDITIONS OF THE COVERED BONDS ..................................................................................................... 59
RULES OF THE ORGANISATION OF THE BONDHOLDERS .................................................................... 112
FORM OF FINAL TERMS ................................................................................................................................ 137
PRO FORMA REGISTERED COVERED BONDS .......................................................................................... 150
USE OF PROCEEDS ......................................................................................................................................... 152
THE ISSUER ...................................................................................................................................................... 153
REGULATORY ................................................................................................................................................. 182
THE GUARANTOR .......................................................................................................................................... 199
DESCRIPTION OF THE PROGRAMME DOCUMENTS ............................................................................... 203
CREDIT STRUCTURE ..................................................................................................................................... 221
CASHFLOWS .................................................................................................................................................... 232
DESCRIPTION OF THE COVER POOL .......................................................................................................... 238
THE ASSET MONITOR .................................................................................................................................... 242
DESCRIPTION OF CERTAIN RELEVANT LEGISLATION IN ITALY ....................................................... 243
TAXATION ....................................................................................................................................................... 255
SUBSCRIPTION AND SALE ........................................................................................................................... 264
GENERAL INFORMATION ............................................................................................................................. 268
GLOSSARY ....................................................................................................................................................... 272


- 1 -




OVERVIEW OF THE PROGRAMME
This section constitutes a general description of the Programme for the purposes of Article 25 of
Commission Delegated Regulation (EC) No. 2019/980. The following overview does not purport to be
complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus and, in
relation to the terms and conditions of any particular Series of Covered Bonds, the applicable Final
Terms. Words and expressions defined elsewhere in this Prospectus shall have the same meaning in
this overview.
Structure Diagram

ASSET

COVERED BOND
SWAP PROVIDER



(if applicable)
SWAP PROVIDERS
Cover Pool
Reference
EURIBOR + EURIBOR
C B

rate (fixed /
+ [Margin]

Coupon


floating)
[Margin]



Bank of Italy



CREDEM CB S.r.l.

(SPV, Guarantor)
Oversight
Repayment of
Sale of
Purchase
Subordinated
Subordinated
Eligible
Monitoring



Price
Loan Loan
Assets







C B
Guarantee



Monitoring

CREDEM




(Issuer , Seller )
Asset Monitor
C B Issuance
C B Proceeds
C B
Investors


PARTIES

Issuer
Credito Emiliano S.p.A., a bank incorporated in Italy as a
joint stock company, having its registered office at Via
Emilia S. Pietro 4, Reggio Emilia 42121, Italy, registered
with the Companies' Register of Reggio Emilia under
number 01806740153 and with the register of banks held by
the Bank of Italy under number 5350, authorised to carry out
business in Italy pursuant to the Consolidated Banking Act.

- 2 -


Document Outline