Bond ICREA Bank 1.75% ( XS1984321999 ) in EUR

Issuer ICREA Bank
Market price 100 %  ⇌ 
Country  Italy
ISIN code  XS1984321999 ( in EUR )
Interest rate 1.75% per year ( payment 1 time a year)
Maturity 30/11/2022 - Bond has expired



Prospectus brochure of the bond Iccrea Banca XS1984321999 in EUR 1.75%, expired


Minimal amount 100 000 EUR
Total amount 100 000 000 EUR
Detailed description ICCREA Banca is a leading Italian banking group focused on providing financial services to individuals and businesses, particularly in the cooperative sector.

The Bond issued by ICREA Bank ( Italy ) , in EUR, with the ISIN code XS1984321999, pays a coupon of 1.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 30/11/2022








Base Prospectus



ICCREA Banca S.p.A.
(incorporated with limited liability as a società per azioni under the laws of the Republic of Italy)

3,000,000,000


Euro Medium Term Note Programme
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity
as competent authority in Luxembourg to approve this document as a base prospectus under the loi relative aux
prospectus pour valeurs mobilières dated 10 July 2005 which implements Directive 2003/71/EC, and amendments
thereto (including Directive 2010/73/EU, to the extent implemented in a Member State of the European Economic
Area) (the "Prospectus Directive") in Luxembourg. Application has been made by ICCREA Banca S.p.A. (the
"Issuer") for notes ("Notes") issued under the 3,000,000,000 Euro Medium Term Note Programme (the
"Programme") described in this Base Prospectus during the period of twelve months after the date hereof to be
listed on the official list and admitted to trading on the regulated market of the Luxembourg Stock Exchange. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU (as amended, "MiFID II"). The Programme also allows for Notes to be unlisted
or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges
and/or quotation systems as may be agreed with the Issuer.
Notes will be issued by the Issuer to raise funds for its general funding purposes or, if so specified in the applicable
Final Terms, for financing or refinancing green, social or sustainable projects, as the case may be, in accordance
with the principles set out by the International Capital Market Association ("ICMA") (respectively, the Green
Bond Principles ("GBP"), the Social Bond Principles ("SBP") or the Sustainability Bond Guidelines ("SBG")).
The Notes will be issued in series (each, a "Series") and each Series may be issued in one or more tranches (each,
a "Tranche"). The terms of each Series will be set forth in the relevant Final Terms prepared in relation thereto
in accordance with the provisions of this Base Prospectus.
Amounts payable under the Notes 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 Base Prospectus, EURIBOR is provided and
administered by the European Money Markets Institute ("EMMI"), and LIBOR is provided and administered by
ICE Benchmark Administration Limited ("ICE"). At the date of this Base Prospectus, ICE is authorised as a
benchmark administrator, and included on, whereas EMMI is not 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) No. 2016/1011 (the "Benchmarks Regulation"). As far as the Issuer is aware,
the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that EMMI is not currently
required to obtain authorisation or registration (or, if located outside the European Union, recognition,
endorsement or equivalence).
As more fully set out in "Taxation", payments of interest, premium and other income on Notes qualifying as bonds
(obbligazioni) or securities similar to bonds (titoli similari alle obbligazioni) are subject in principle to a
substitutive tax (referred to as the imposta sostitutiva), in certain circumstances. Imposta sostitutiva is levied at
the rate of 26 per cent. In order to obtain exemption from the imposta sostitutiva in respect of payments of interest,
premium or other income relating to the Notes, each Noteholder not resident in the Republic of Italy is generally
required to certify, inter alia, that such Noteholder is eligible for the exemption, as more fully set out in
"Taxation".
Pursuant to the Programme, the Issuer may from time to time issue Notes in bearer form denominated in any
currency agreed between the Issuer and one or more of the dealers named on page 2 and any additional dealer
appointed under the Programme from time to time (each a "Dealer" and together the "Dealers"). Notes admitted
to trading on a regulated market within the European Economic Area or offered to the public in a Member State
of the European Economic Area in circumstances which require the publication of a prospectus under the
Prospectus Directive will not have a denomination of less than 100,000 (or its equivalent in other currencies
calculated as described herein). The aggregate nominal amount of all Notes from time to time outstanding under
the Programme will not exceed 3,000,000,000 (or its equivalent in other currencies calculated as described
232204-4-2-v20.0
- 1 -
47-40702628




herein). The CSSF gives no undertaking as to the economic or financial opportuneness of the transaction or the
quality and solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Prospectus Law.
Investing in Notes issued under the Programme involves certain risks. The risk factors that may affect the
abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
Arranger
MEDIOBANCA ­ Banca di Credito Finanziario S.p.A.
Dealers
Banca IMI
Barclays
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
DZ BANK AG
Goldman Sachs International
HSBC
ICCREA Banca S.p.A.
MEDIOBANCA ­ Banca di Credito Finanziario S.p.A.
MPS Capital Services
Natixis
NatWest Markets
Nomura
Rabobank
Raiffeisen Bank International AG
Société Générale Corporate & Investment Banking
UniCredit Bank


The date of this Base Prospectus is 11 April 2019
232204-4-2-v20.0
- 2 -
47-40702628




IMPORTANT NOTICES
This document constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus
Directive.
The Issuer accepts responsibility for the information contained in this document and, to the
best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure
that such is the case), the information contained in this document is in accordance with the facts
and does not omit anything likely to affect the import of such information. The Issuer has
confirmed to the Dealers that this Base Prospectus (including for this purpose, each relevant
Final Terms) contains all information which the Issuer believes to be (in the context of the
Programme and the issue, offering and sale of the Notes) material; that such information is true
and accurate in all material respects and is not misleading in any material respect; that any
opinions, predictions, expectations or intentions expressed herein are honestly held or made
and are not misleading in any material respect; that there are no other facts in relation to the
information contained or incorporated by reference in this Base Prospectus the omission of
which would, in the context of the Programme and the issue, offering and sale of the Notes,
make any statement therein, or opinions or intentions expressed therein misleading in any
material respect; and that all reasonable enquiries have been made to verify the foregoing.
This Base Prospectus should be read and construed together with any supplements hereto and
with any other documents incorporated by reference herein and, in relation to any Tranche (as
defined herein) of Notes, should be read and construed together with the relevant Final Terms
(as defined herein).
No person has been authorised to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other document entered into in
relation to the Programme or any information supplied by the Issuer or such other information
as is in the public domain and, if given or made, such information or representation should not
be relied upon as having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective
affiliates, and neither the Dealers nor any of their respective affiliates makes any representation
or warranty or accepts any responsibility as to the accuracy or completeness of the information
contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final
Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any
implication that the information contained in this Base Prospectus is true subsequent to the date
hereof or the date upon which this Base Prospectus has been most recently supplemented or
that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the condition (financial or otherwise), business, prospects or general affairs of the
Issuer or any of its subsidiaries since the date thereof or, if later, the date upon which this Base
Prospectus has been most recently supplemented or that any other information supplied in
connection with the Programme is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
This Base Prospectus may only be used for the purposes for which it has been published. The
distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of
the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions
232204-4-2-v20.0
- 3 -
47-40702628




on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any
Final Terms and other offering material relating to the Notes, see "Subscription and Sale".
In particular, Notes have not been and will not be registered under the United States Securities
Act of 1933 (as amended) (the "Securities Act") and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to U.S. persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to
subscribe for or purchase any Notes and none of them should be considered as a
recommendation by the Issuer, the Dealers or any of them that any recipient of this Base
Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of
this Base Prospectus or any Final Terms shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise), business, prospects or general affairs of the
Issuer and its subsidiaries.
IMPORTANT ­ EEA RETAIL INVESTORS - If the Final Terms (or Drawdown
Prospectus, as the case may be) in respect of any Notes includes a legend entitled "Prohibition
of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise
made available to and, with effect from such date, 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 MiFID II; (ii) a customer within the meaning of Directive
2002/92/EC ("IMD"), 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 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect
of any Notes may include a legend entitled "MiFID II Product Governance" which will outline
the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending such Notes
(a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels. A determination will be made at the time of
issue about whether, for the purpose of the product governance rules under EU Delegated
Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for a
Tranche of Notes is a manufacturer 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.
The maximum aggregate principal amount of Notes outstanding at any one time under the
Programme will not exceed 3,000,000,000 (and for this purpose, any Notes denominated in
another currency shall be translated into euro at the date of the agreement to issue such Notes,
calculated in accordance with the provisions of the Dealer Agreement (as defined under
"Subscription and Sale")). The maximum aggregate principal amount of Notes which may be
outstanding at any one time under the Programme may be increased from time to time, subject
232204-4-2-v20.0
- 4 -
47-40702628




to compliance with the relevant provisions of the Dealer Agreement as defined under
"Subscription and Sale".
Notes issued pursuant to the Programme may be rated or unrated. Where a Tranche of Notes is
rated, its rating will not necessarily be the same as any rating applicable to the Programme.
Details of the rating, if any, attributable to a Tranche of Notes will be specified in the relevant
Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject
to suspension, reduction or withdrawal at any time by the assigning rating agency. Whether or
not each credit rating applied for in relation to a relevant Tranche of Notes will be issued by a
credit rating agency established in the European Union and registered under Regulation (EU)
No. 1060/2009 as amended (the "CRA Regulation") will be disclosed in the relevant Final
Terms. 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
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 Regulation) unless the rating
is provided by a credit rating agency operating in the European Union before 7 June 2010 which
has submitted an application for registration in accordance with the CRA Regulation.
In this Base Prospectus, unless otherwise specified or where the context requires otherwise:
references to a "Member State" are references to a Member State of the European Economic
Area (the "EEA"); references to a "Condition" are to the correspondingly numbered provision
set forth in "Terms and Conditions of the Notes"; references to "", "EUR" or "euro" are to
the currency introduced at the start of the third stage of European economic and monetary
union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the
introduction of the euro, as amended; references to "U.S.$", "U.S. dollars" or "dollars" are to
the lawful currency for the time being of the United States; references to "£" and "Sterling"
are to the lawful currency for the time being of the United Kingdom; and references to
"billions" are to thousands of millions.
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for 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.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer
or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of
any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, stabilisation may not necessarily occur.
Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted
by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
232204-4-2-v20.0
- 5 -
47-40702628




MARKET INFORMATION AND STATISTICS
Unless otherwise indicated, information and statistics presented in this Base Prospectus
regarding the market share of the Issuer are either derived from, or are based upon, the Issuer's
analysis of data obtained from public sources. Although these sources are believed by the Issuer
to be reliable, the Issuer has not independently verified such information, but the Issuer takes
responsibility for the correct reproduction of such information.
FORWARD LOOKING STATEMENTS
This Base Prospectus may contain certain statements that are, or may be deemed to be, forward-
looking, including statements with respect to the Issuer's and the Group's business strategies,
expansion of operations, trends in their business and their competitive advantage, information
on technological and regulatory changes and information on exchange rate risk and generally
includes all statements preceded by, followed by or that include the words "believe", "expect",
"project", "anticipate", "seek", "estimate", "aim", "intend", "plan", "continue" or similar
expressions. By their nature, forward-looking statements involve known and unknown risks
and uncertainties because they relate to events and depend on circumstances that may or may
not occur in the future. Such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and actual results may differ materially from
those in the forward-looking statements as a result of various factors. Potential investors are
cautioned not to place undue reliance on forward-looking statements, which speak only as of
the date hereof.
Any forward-looking statements are only made as of the date of this Base Prospectus, and the
Issuer does not intend, and does not assume any obligation, to update forward-looking
statements set forth in this Base Prospectus. Many factors may cause the Issuer's or the Group's
results of operations, financial condition, liquidity and the development of the industries in
which they compete to differ materially from those expressed or implied by the forward-
looking statements contained in this Base Prospectus.

232204-4-2-v20.0
- 6 -
47-40702628




CONTENTS

Page
IMPORTANT NOTICES .......................................................................................................... 3
MARKET INFORMATION AND STATISTICS ..................................................................... 6
FORWARD LOOKING STATEMENTS ................................................................................. 6
RISK FACTORS ....................................................................................................................... 9
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................... 47
PRESENTATION OF FINANCIAL INFORMATION .......................................................... 59
DOCUMENTS INCORPORATED BY REFERENCE .......................................................... 60
FURTHER PROSPECTUSES AND SUPPLEMENTS .......................................................... 62
FORMS OF THE NOTES ....................................................................................................... 63
TERMS AND CONDITIONS OF THE NOTES .................................................................... 67
1.
Introduction ..................................................................................................................... 67
2.
Definitions and Interpretation ......................................................................................... 68
3.
Form, Denomination and Title ........................................................................................ 82
4.
Status of the Senior Preferred Notes ............................................................................... 83
5.
Status of the Senior Non-Preferred Notes ....................................................................... 83
6.
Status of the Subordinated Notes .................................................................................... 84
7.
Fixed Rate Note Provisions ............................................................................................. 85
8.
Floating Rate and CMS Linked Interest Note Provisions ............................................... 86
9.
Zero Coupon Note Provisions ......................................................................................... 90
10. Redemption and Purchase ............................................................................................... 92
11. Payments ......................................................................................................................... 98
12. Taxation ......................................................................................................................... 100
13. Events of Default ........................................................................................................... 101
14. Prescription .................................................................................................................... 102
15. Replacement of Notes, Coupons and Receipts .............................................................. 102
16. Agents ............................................................................................................................ 102
17. Meetings of Noteholders; Modification, Waiver and Substitution ............................... 103
18. Further Issues ................................................................................................................ 106
19. Notices ........................................................................................................................... 106
20. Currency Indemnity ....................................................................................................... 106
21. Rounding ....................................................................................................................... 107
22. Governing Law and Jurisdiction ................................................................................... 107
23. Contractual Recognition of Bail-in Powers ................................................................... 108
FORM OF FINAL TERMS ................................................................................................... 110
232204-4-2-v20.0
- 7 -
47-40702628




OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL
FORM ............................................................................................................................ 132
DESCRIPTION OF THE ISSUER ........................................................................................ 136
TAXATION ........................................................................................................................... 166
1.
Tax treatment of Notes which qualify as "obbligazioni" (bonds) or "titoli similari alle
obbligazioni" (securities similar to bonds) .................................................................... 166
2.
Interest and other proceeds from Notes not having 100 per cent. capital protection
guaranteed by the Issuer ................................................................................................ 169
3.
Capital gains tax ............................................................................................................ 169
4.
Inheritance and gift taxes .............................................................................................. 172
5.
Transfer tax .................................................................................................................... 172
6.
Stamp duty ..................................................................................................................... 173
SUBSCRIPTION AND SALE .............................................................................................. 175
GENERAL INFORMATION ................................................................................................ 179


232204-4-2-v20.0
- 8 -
47-40702628




RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under
Notes issued under the Programme. These factors are contingencies which may or may not
occur and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring. Factors which the Issuer believes are material for the purpose of
assessing the market risks associated with Notes issued under the Programme are also
described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Notes issued under the Programme, but the inability of the Issuer to pay interest,
principal or other amounts on or in connection with any Notes may occur for other reasons
which may not be considered significant risks by the Issuer based on information currently
available to it or which it may not currently be able to anticipate.
Prospective investors should also read the detailed information set out elsewhere in this Base
Prospectus and reach their own views prior to making any investment decision.
Words and expressions defined in "Forms of the Notes" and "Terms and Conditions of the
Notes" or elsewhere in this Base Prospectus have the same meaning in this section. Prospective
investors should read the entire Base Prospectus.
Factors that may affect the Issuer's ability to fulfil its obligations under the Notes
General
An actual or perceived deterioration in the financial condition of the Issuer or its results of
operations could have a negative impact on the ability of the Issuer to comply with its
obligations under the Notes, and consequently could have an adverse effect which may harm
the price or value of an investment in the Notes.
The Issuer's financial performance is affected by the general economic conditions, in
particular in the Republic of Italy and Europe
Adverse changes or a general deterioration in the Italian, European or global economic
conditions, or arising from systemic risks in the financial systems, could affect the
recoverability and value of the Issuer's assets and require an increase in the Issuer's provision
for bad and doubtful loans and other provisions.
The Issuer is not a retail bank and its core institutional role is to provide key financial and credit
services to the network of Banche di Credito Cooperativo ("BCC").
The BCCs' asset quality is exposed to domestic economic weakness through the composition
of their loan portfolio, mainly to small enterprises and artisans. Sustained loan growth in the
past few years, coupled with high loan portfolio concentration in the real estate sector for some
BCCs, makes their credit risk vulnerable to the domestic economic environment.
The Issuer is subject to capital requirements that could limit its operations
The Issuer is subject to capital adequacy guidelines adopted by the Bank of Italy for a bank or
a bank holding company, which provide for a minimum ratio of total capital to risk adjusted
assets both on a consolidated basis and on a non-consolidated basis expressed as a percentage.
232204-4-2-v20.0
- 9 -
47-40702628




At least half of the total capital must be maintained in the form of Tier I capital. The Issuer's
failure to maintain its ratios may result in administrative actions or sanctions against it which
may impact the Issuer's ability to fulfil its obligations under the Notes.
Market risk
The market risk involved in the Issuer's business activities lies in the risk of possible losses
arising from changes in the market due to fluctuating or changing interest rates, foreign
exchange rates, share prices and prices in general. This risk encompasses both trading book
and banking book positions. Positions of risk are the result either of business positions taken
for or in respect of customers, or of a deliberate assumption of such positions.
Global market conditions
Since the second half of 2007, disruption in the global credit markets has created increasingly
difficult conditions in the financial markets. These conditions have resulted in decreased
liquidity and greater volatility in global financial markets, and continue to affect the
functioning of financial markets and to impact the global economy.
Several governments, international and supranational organisations and monetary authorities
have recently put in place a number of actions to increase liquidity in financial markets, in
order to boost global GDP growth and mitigate the possibility of default by certain European
countries on their sovereign debt obligations. It remains difficult to predict the effect of these
measures on the economy and on the financial system. As a result, the Issuer's ability to access
the capital and financial markets and to refinance debt to meet the financial requirements of
the Issuer may be adversely impacted and costs of financing may significantly increase. This
could materially and adversely affect the business, results of operations and financial condition
of the Issuer, with a consequent adverse effect on the market value of the Notes and the Issuer's
ability to meet its obligations under the Notes.
Risks arising from the sovereign debt crisis
The Issuer is affected by disruptions and volatility in the global financial markets including, in
recent years, the sovereign debt crisis in the Eurozone. Credit quality has generally declined,
as reflected by downgrades suffered by several countries in the Euro-zone, including Italy,
since the beginning of the sovereign debt crisis in May 2010. The large sovereign debts and
fiscal deficits in European countries have raised concerns regarding the financial condition of
Euro-zone financial institutions and their exposure to such countries. These concerns may have
an impact on Euro-zone banks' funding.
In particular, the Issuer's credit ratings are potentially exposed to the risk of reductions in the
sovereign credit rating of Italy. On the basis of the methodologies used by rating agencies,
further downgrades of Italy's credit rating may have a potential knock-on effect on the credit
rating of Italian issuers such as the Issuer and make it more likely that the credit rating of Notes
issued under the Programme are downgraded.
Default risk
Deterioration in the financial condition of the Issuer may have a material adverse effect on the
Issuer resulting in the non-performance, in whole or in part, of the Issuer's obligations under
the Notes.
232204-4-2-v20.0
- 10 -
47-40702628



Document Outline