Obbligazione Cassa Depositi e Prestiti SpA 0% ( IT0005244774 ) in EUR

Cassa Depositi e Prestiti SpA

100 EUR ▲

Italia

IT0005244774 ( in EUR )

09/03/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Cassa Depositi e Prestiti (CDP) IT0005244774 in EUR 0%, scaduta

100 000 EUR

300 000 000 EUR

Cassa Depositi e Prestiti (CDP) è una società pubblica italiana che gestisce il risparmio postale e finanzia progetti di interesse nazionale nei settori infrastrutturale, sociale e ambientale.

L'obbligazione IT0005244774 emessa da Cassa Depositi e Prestiti (CDP) in Italia, con un valore nominale di 100%, denominata in EUR, a tasso zero, per un ammontare totale di ?300.000.000, con lotto minimo di ?100.000, scaduta il 09/03/2023 e con frequenza di pagamento degli interessi annuale, è stata rimborsata a scadenza.

Base Prospectus dated 17 May 2016

Cassa depositi e prestiti S.p.A.
(incorporated with limited liability in the Republic of Italy)
Euro 10,000,000,000
Debt Issuance Programme
Under the Debt Issuance Programme described in this Base Prospectus (the "Programme"), Cassa depositi e prestiti S.p.A. (the "Issuer" or "CDP"), subject to compliance with all
relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal amount of the Notes outstanding will not at any
time exceed Euro 10,000,000,000 (or its equivalent in other currencies). 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 to compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale".
The Notes issued under this Programme may be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) (as defined under "General Description of the
Programme") save that the minimum denomination of the Notes will be Euro 1,000 (or, if the Notes are denominated in a currency other than Euro, the equivalent amount in such
currency). The Notes with a minimum denomination of Euro 1,000 (or, if the Notes are denominated in a currency other than Euro, the equivalent amount in such currency) may be offered
to qualified and/or non-qualified investors. The Notes may be issued on a continuing basis to one or more of the Dealers specified hereunder and any additional Dealer appointed under the
Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base
Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") as the competent authority under the Luxembourg Act dated 10 July 2005
on prospectus for securities, for the purpose of Directive 2003/71/EC, as amended, (the "Prospectus Directive") and relevant implementing measures in Luxembourg, as a base prospectus
issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of the Notes issued
under the Programme described in this Base Prospectus during the period of twelve months after the date hereof. By approving this Base Prospectus, the CSSF assumes no responsibility
for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the
Luxembourg Act dated 10 July 2005, as amended, on prospectus for securities. Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme
to be admitted during the period of twelve months after the date hereof to listing on the Official List and to trading on the regulated market of the Luxembourg Stock Exchange (a regulated
market for the purposes of Directive 2004/39/EC). Application may also be made for notification to be given to competent authorities in other Member States of the European Economic
Area in order to permit Notes issued under the Programme to be offered to the public and admitted to trading on regulated markets in such other Member States in accordance with the
procedures under Article 18 of the Prospectus Directive.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes are intended to be admitted to trading on the Luxembourg Stock
Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange.
The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation
system, or to be issued on the basis that they will be admitted to listing, trading and/or quotation by such other or further stock exchanges, markets and/or quotation systems as may be
agreed between the Issuer and the relevant Dealer.
Notes will be issued by the Issuer to raise funds for general funding purposes of the Issuer.
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.
This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
An investment in Notes issued under this Programme involves certain risks. For a discussion of certain risks and other factors that should be considered in connection with an
investment in the Notes, see the section entitled "Risk Factors" of this Base Prospectus.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche of
Notes will be set out in a final terms document (the "Final Terms") which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock
Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Notes will be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. with registered office and principal place
of business at Piazza degli Affari 6, 20123 Milan, Italy ("Monte Titoli"), for the account of the relevant Monte Titoli Account Holders. The expression "Monte Titoli Account Holders"
means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by Euroclear
Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"). The Notes have been
accepted for clearance by Monte Titoli. The Notes will at all times be held in book entry form and title to the Notes will be evidenced by book entries pursuant to the relevant provisions
of Italian Legislative Decree dated 24 February 1998, No. 58, as subsequently amended and supplemented ("Legislative Decree No. 58") and in accordance with CONSOB and Bank of
Italy Joined Regulation dated 22 February 2008, as subsequently amended and supplemented ("CONSOB and Bank of Italy Regulation"). The Noteholders may not require physical
delivery of the Notes. However, the Noteholders may ask the relevant intermediaries for certification pursuant to Article 83-quinquies and 83-sexies of Legislative Decree No. 58.
The Programme is, as of the date of this Base Prospectus, rated BBB+ by Fitch Ratings Ltd. ("Fitch Ratings"), Baa2 by Moody's Investor Service Limited ("Moody's"), and BBB- by
Standard and Poor's Rating Services ("S&P"). Each of Fitch Ratings, Moody's and S&P is established in the EEA and registered under Regulation (EC) No. 1060/2009, as amended (the
"CRA Regulation"), and is included in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. Notes issued under the Programme may be rated by any one or more of the rating agencies referred to above, or
unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme. Whether or not each credit rating applied for in relation to
the relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the 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 CRA Regulation) unless (1) the
rating is provided by a credit rating agency not established in the EEA but endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (2) the
rating is provided by a credit rating agency not established in the EEA which is certified under the CRA Regulation.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
Joint Arrangers
Cassa depositi e prestiti S.p.A.
Barclays
Dealers
Banca IMI
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
HSBC
J.P. Morgan
Mediobanca
Morgan Stanley
MPS Capital Services
Nomura
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank AG
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TABLE OF CONTENTS

SUMMARY .......................................................................................................... 8
RISK FACTORS ................................................................................................... 23
IMPORTANT INFORMATION RELATING TO OFFERS TO THE PUBLIC OF NOTES .. 43
GENERAL DESCRIPTION OF THE PROGRAMME .................................................. 52
DOCUMENTS INCORPORATED BY REFERENCE ................................................... 59
SUPPLEMENT TO THE BASE PROSPECTUS .......................................................... 62
TERMS AND CONDITIONS OF THE NOTES ........................................................... 63
FORMS OF FINAL TERMS ................................................................................... 94
DESCRIPTION OF CASSA DEPOSITI E PRESTITI S.P.A. ....................................... 121
SELECTED FINANCIAL INFORMATION RELATING TO CDP ................................ 169
SELECTED FINANCIAL INFORMATION RELATING TO CDP GROUP .................... 170
TAXATION ....................................................................................................... 171
SUBSCRIPTION AND SALE ................................................................................ 186
GENERAL INFORMATION ................................................................................. 192
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IMPORTANT INFORMATION RELATING TO THE USE OF THE BASE
PROSPECTUS
Responsibility for this Base Prospectus
The Issuer accepts responsibility for the information contained in this Base Prospectus and
the Final Terms for each Tranche of Notes issued under the Programme. 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 Base Prospectus is in accordance with the facts and contains no
omission likely to affect its import.
Final Terms
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under
"Terms and Conditions of the Notes" as supplemented by the Final Terms.
Other relevant information
This Base Prospectus should be read and construed together with any supplements hereto and
with any documents incorporated by reference herein (see "Documents Incorporated by
Reference" below) on the basis that such documents are incorporated by reference in and
form part of this Base Prospectus, and, in relation to any Tranche of Notes, should be read
and construed together with the relevant Final Terms (as defined herein).
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation
or (b) should be considered as a recommendation by the Issuer or any of the Dealers that any
recipient of this Base Prospectus or any other information supplied in connection with the
Programme or any Notes should purchase any Notes. Each Investor contemplating
purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this
Base Prospectus nor any other information supplied in connection with the Programme or the
issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer, any of the
Dealers to any person to subscribe for or to purchase any Notes.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this
Base Prospectus (including for this purpose, each relevant Final Terms) contains all
information which is (in the context of the Programme, 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 or intentions expressed
herein are honestly held or made and are not misleading in any material respect; that this
Base Prospectus does not omit to state any material fact necessary to make such information,
opinions, predictions or intentions (in the context of the Programme, the issue, offering and
sale of the Notes) and is not misleading in any material respect; and that all proper enquiries
have been made to verify the foregoing.
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Legality of purchase
Neither the Issuer, the Dealers, nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the acquisition of the Notes by a prospective investor in
the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in
which it operates (if different), or for compliance by that prospective investor with any law,
regulation or regulatory policy applicable to it.
Unauthorised information
No person is or 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 make any
representation or warranty or accept 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) of
the Issuer 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.
Restrictions on distribution
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy
any Notes 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 any Final Terms
and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by
law. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer or the Dealers which is intended
to permit a public offering of any Notes or distribution of this Base Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered
or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
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offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this 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 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".
The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except in certain transactions
exempt from the registration requirements of the Securities Act. Terms used in this paragraph
have the meanings given to them by Regulation S under the Securities Act.
Neither this Base Prospectus or any supplement thereto nor any Final Terms (or any part
thereof) constitutes an offer or an invitation to subscribe for or purchase any Notes and
should not 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) of the Issuer.
Suitability of the Notes as an investment
The Notes may not be a suitable investment for all investors. Each potential Investor in the
Notes must determine the suitability of that investment in light of its own circumstances. In
particular, each potential investor may wish to consider, either on its own or with the help of
its financial and other professional advisers, whether it:
(i) has sufficient knowledge and experience to make a meaningful evaluation of the Notes,
the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Base Prospectus or any applicable supplement;
(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the Notes and the impact the Notes
will have on its overall investment portfolio;
(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment
in the Notes, including Notes where the currency for principal or interest payments is
different from the potential investor's currency;
(iv) understands thoroughly the terms of the Notes and is familiar with the behaviour of
financial markets; and
(v) is able to evaluate possible scenarios for economic, interest rate and other factors that
may affect its investment and its ability to bear the applicable risks.
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Legal investment considerations may restrict certain investments. The investment activities of
certain investors are subject to legal 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 (1) Notes are legal investments for it, (2) Notes can be used as
collateral for various types of borrowing, and (3) other restrictions apply to its purchase or
pledge of any Notes. Financial institutions should consult their legal advisers or the
appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
Programme limit
The maximum aggregate principal amount of Notes outstanding at any one time under the
Programme will not exceed Euro 10,000,000,000 (and for this purpose, any Notes
denominated in another currency shall be converted into Euro at the date of the agreement to
issue such Notes in accordance with the provisions of the Dealer Agreement). 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 to compliance with the relevant
provisions of the Dealer Agreement, as defined under "Subscription and Sale". In the event of
increase of the original maximum amount of the Programme as set out herein, the Issuer shall
prepare a supplement to the Base Prospectus.
Presentation of information
Unless otherwise indicated, the financial information in this Base Prospectus relating to the
Issuer has been derived from (i) the audited non consolidated annual financial statements of
the Issuer for the financial years ended 31 December 2015 and 31 December 2014 and (ii) the
audited consolidated annual financial statements of the Issuer for the financial years ended 31
December 2015 and 31 December 2014 (together, the "Financial Statements").
The Issuer's financial year ends on 31 December, and references in this Base Prospectus to
any specific year are to the 12-month period ended on 31 December of such year. The
Financial Statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) issued by the International Accounting Standards Board.
Capitalised terms which are used but not defined in any particular section of this Base
Prospectus will have the meaning attributed to them in "Terms and Conditions of the Notes"
or any other section of this Base Prospectus. In addition, the following terms as used in this
Base Prospectus have the meanings defined below.
In this Base Prospectus, unless otherwise specified, references to a "Member State" are to a
Member State of the European Economic Area, references to "Euro" "Eur" or "" are to the
single currency introduced at the start of the third stage of the European Economic and
Monetary Union pursuant to the Treaty establishing the European Community, as amended,
and references to "£" or "Sterling" are to the currency of the United Kingdom.
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References to a billion are to a thousand million.
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.
Stabilisation
In connection with the issue of any Tranche of Notes, 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, there is no assurance that the Stabilising Manager(s)
(or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes 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 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.
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SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of
securities and Issuer. Because some Elements are not required to be addressed, there may be
gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type
of securities and Issuer, it is possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is included in the summary with the
mention of "Not Applicable".

Section A Introduction and Warnings
A.1
Introduction
this summary should be read as introduction to the
and Warnings:
prospectus;
any decision to invest in the securities should be based on
consideration of the prospectus as a whole by the investor;
where a claim relating to the information contained in the
prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member States,
have to bear the costs of translating the prospectus before the
legal proceedings are initiated; and
civil liability attaches only to those persons who have tabled
the summary including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read
together with the other parts of the prospectus or it does not
provide, when read together with the other parts of the
prospectus, key information in order to aid investors when
considering whether to invest in such securities.
A.2
Consent:
[Not Applicable the Notes are not being offered to the public.]
[Consent: Subject to the conditions set out below, the Issuer
consents to the use of this Base Prospectus in connection with an
offer to the public of Notes by the [Dealers/Managers[, [names of
specific financial intermediaries listed in final terms,] [and] [each
financial intermediary whose name is published on the Issuer's
website (www.cdp.it) and identified as an Authorised Offeror in
respect of the relevant offer to the public] [and any financial
intermediary which is authorised to make such offers under [the
Financial Services and Markets Act 2000, as amended, or other
]applicable legislation implementing the Markets in Financial
Instruments Directive (Directive 2004/39/EC) and publishes on
its website the following statement (with the information in
square brackets being completed with the relevant information):
"We, [insert legal name of financial intermediary], refer to the
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offer of [insert title of relevant Notes] (the "Notes") described in
the Final Terms dated [insert date] (the "Final Terms")
published by [] (the "Issuer"). We hereby accept the offer by the
Issuer of its consent to our use of the Base Prospectus (as defined
in the Final Terms) in connection with the offer of the Notes in
accordance with the Authorised Offeror Terms and subject to the
conditions to such consent, each as specified in the Base
Prospectus, and confirm that we are using the Base Prospectus
accordingly."
(each an "Authorised Offeror").]
[Offer period: The Issuer's consent referred to above is given for
offers to the public of Notes during [offer period for the issue to
be specified here] (the "Offer Period").]
[Conditions to consent: The conditions to the Issuer's consent (in
addition to the conditions referred to above) are that such consent
(a) is only valid during the Offer Period; (b) only extends to the
use of this Base Prospectus to make offers to the public of the
relevant Tranche of Notes in [specify each Relevant Member
State in which the particular Tranche of Notes can be offered]
and (c) [specify any other conditions applicable to the offer to the
public of the particular Tranche, as set out in the Final Terms].
AN INVESTOR INTENDING TO ACQUIRE OR
ACQUIRING ANY NOTES IN AN OFFER TO THE
PUBLIC FROM AN AUTHORISED OFFEROR WILL DO
SO, AND OFFERS AND SALES OF SUCH NOTES TO AN
INVESTOR BY SUCH AUTHORISED OFFEROR WILL
BE MADE, IN ACCORDANCE WITH ANY TERMS AND
OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR
INCLUDING AS TO PRICE, ALLOCATIONS AND
SETTLEMENT ARRANGEMENTS. THE RELEVANT
INFORMATION WILL BE PROVIDED BY THE
AUTHORISED OFFEROR AT THE TIME OF SUCH
OFFER.]

Section B Issuer
B.1
Legal
and Cassa depositi e prestiti S.p.A. ("CDP")
commercial
name of the
Issuer:
B.2
Domicile and CDP is a joint stock company (Società per Azioni) incorporated
legal form of on 12 December 2003 with limited liability in Italy under Article
the Issuer:
5 of Italian Law Decree No. 269 of 30 September 2003 ("Law
Decree 269"), as converted with amendments into Law No. 326
of 24 November 2003, having its registered office at Via Goito
No. 4, 00185 Rome, Italy.
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CDP operates in accordance with Italian law and in particular is
mainly regulated by to the following laws and regulatory
provisions:
(i)
Article 5 of Law Decree 269;
(ii)
the provisions of Title V of the Legislative Decree No.
385 of 1 September 1993 as amended (the "Banking Act") as set
out for intermediaries registered in the register established under
Article 106 of the Banking Act, taking into consideration the
characteristics of CDP and the special regulation of the Separate
Account System;
(iii)
the provisions of the Italian Civil Code applicable to
Italian companies, to the extent and in relation to aspects that are
not regulated by special provisions regarding CDP; and
(iv)
the decrees of the Ministry of Economy and Finance
regarding, inter alia, CDP's share capital, its shareholdings, the
special powers assigned to CDP, the latter's assets and liabilities
and its business activity (including without limitation, the
ministerial decree of 5 December 2003, ministerial decree of 18
June 2004, ministerial decree of 6 October 2004, ministerial
decree of 27 January 2005, ministerial decree of 12 March 2009,
ministerial decree of 22 January 2010 and ministerial decree of 3
May 2011).
B.4b Trends:
Not Applicable - There are no known trends affecting the Issuer
and the industries in which it operates.
B.5
The Group:
CDP is the parent company of the CDP group of companies (the
"CDP Group"). CDP has significant holdings in a number major
Italian companies (both listed and unlisted), operating in Italy and
abroad, and in certain private equity funds. In particular, CDP is
the controlling shareholder of the fund CDP Equity S.p.A.
(previously Fondo Strategico Italiano) which is focused in long
term investments in large Italian corporates deemed to be of
"significant national interest" that are financially stable and offer
significant growth and profit-generation prospects. CDP is also
the main shareholder of several high-profile Italian companies
operating in the energy and resources sector, these being ENI
S.p.A., TERNA S.p.A. (as a subsidiary of CDP Reti S.p.A.) and
SNAM S.p.A. (as a subsidiary of CDP Reti S.p.A.). CDP also
owns 100 per cent. of SACE S.p.A., 76 per cent. of SIMEST
S.p.a. and 100 per cent. of FINTECNA S.p.A.
B.9
Profit
Not Applicable - No profit forecasts or estimates have been made
Forecast:
in the Base Prospectus.
B.10 Audit Report Not Applicable - No qualifications are contained in any audit or
Qualifications: review report included in the Base Prospectus.
B.12 Key Financial [Selected historical key financial information regarding the
Information:
issuer, presented for each financial year of the period covered by
the historical financial information, and any subsequent interim
financial period accompanied by comparative data from the same
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