Obbligazione Mediocredito 0% ( XS0256845164 ) in EUR

Mediocredito

100 EUR ▲

Italia

XS0256845164 ( in EUR )

20/06/2036

Prospetto opuscolo dell'obbligazione Mediobanca XS0256845164 en EUR 0%, scadenza 20/06/2036

100 000 EUR

200 000 000 EUR

Mediobanca è una banca d'investimenti italiana che fornisce servizi di consulenza finanziaria, gestione patrimoniale e investment banking a clienti istituzionali e privati.

Mediobanca ha emesso un'obbligazione in EUR (XS0256845164) con scadenza 20/06/2036, a tasso zero, per un ammontare totale di ?200.000.000, con taglio minimo di ?100.000 e attualmente negoziata al 100% del valore nominale, con cedole pagate annualmente.

BASE PROSPECTUS
Dated: 28 December 2023

MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.p.A.
(incorporated with limited liability in the Republic of Italy)
MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.
(incorporated with limited liability in Luxembourg)
Euro 40,000,000,000
Euro Medium Term Note Programme
guaranteed in the case of Notes issued by Mediobanca International (Luxembourg) S.A.
by
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.p.A.

Under the Euro 40,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (as defined
below), each of Mediobanca - Banca di Credito Finanziario S.p.A. ("Mediobanca") and Mediobanca International (Luxembourg) S.A.
("Mediobanca International") (each, an "Issuer" and together the "Issuers") may from time to time issue senior preferred notes (the
"Senior Preferred Notes") and Mediobanca may from time to time issue senior non preferred notes (the "Senior Non Preferred Notes" and,
together with the Senior Preferred Notes, the "Senior Notes") and subordinated notes ("Subordinated Notes" and, together with the Senior
Notes, the "Notes"), subject in each case to compliance with all relevant laws, regulations and directives. The payment of all amounts due in
respect of any Senior Preferred Notes issued by Mediobanca International will be unconditionally and irrevocably guaranteed by Mediobanca
(in such capacity, the "Guarantor") under a deed of guarantee and subject to the limitations thereof executed by the Guarantor and dated 28
December 2023 (the "Deed of Guarantee") (see "General Description of the Euro 40,000,000,000 Euro Medium Term Note Programme"
 "Status of the Guarantee" on page 18). Notes issued under the Programme will have denominations of not less than EUR 1,000 (or, where
the Notes are denominated in a currency other than Euro, the equivalent amount in such other currency), provided that: (i) Senior Non
Preferred Notes issued under the Programme will have a denomination of at least EUR 150,000 (or, where the Senior Non Preferred Notes
are denominated in a currency other than euro, the equivalent amount in such other currency) or such other minimum denomination provided
by applicable law from time to time, (ii) Subordinated Notes issued under the Programme will have a denomination of at least EUR 200,000
(or, where the Subordinated Notes are denominated in a currency other than euro, the equivalent amount in such other currency) or such
other minimum denomination provided by applicable law from time to time, and (iii) Reset Notes will have a denomination of at least EUR
100,000 (or, where the Reset Notes are denominated in a currency other than euro, the equivalent amount in such other currency). The Notes
issued by each Issuer under the Programme may be: (i) notes in global form governed by English law (the "English Law Notes in Global
Form"); (ii) notes in global form governed by Italian law (the "Italian Law Notes in Global Form" and, together with the English Law Notes
in Global Form, the "Notes in Global Form"); and (iii) notes in dematerialised form governed by Italian law (the "Italian Law
Dematerialised Notes" or the "Dematerialised Notes" and, together with the Notes in Global Form, the "Notes"). References to the "Notes"
shall be to the English Law Notes in Global Form, the Italian Law Notes in Global Form and/or the Italian Law Dematerialised Notes, as
appropriate, and references to the "Terms and Conditions" or the "Conditions" shall be to the Terms and Conditions of the English Law
Notes in Global Form, the Terms and Conditions of the Italian Law Notes in Global Form and/or the Terms and Conditions of the Italian Law
Dematerialised Notes (each term as defined below), as appropriate.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" beginning
on page 25.
This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under Regulation (EU)
2017/1129 (the "Prospectus Regulation"), the Central Bank only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the
Issuers or of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the
suitability of investing in the Notes. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the
purposes of Directive 2014/65/EU, as amended (the "MiFID II") and/or which are to be offered to the public, in any Member State of the
European Economic Area. Application will be made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for
Notes issued under the Programme during the period of 12 months after the date hereof to be admitted to the official list (the "Official List")
of Euronext Dublin and to trading on the regulated market of Euronext Dublin, which is a regulated market for the purpose of MiFID II.
The Programme also provides that Notes may be listed, as the case may be, on Borsa Italiana, the Luxembourg Stock Exchange or on such
other or further stock exchange(s) as the Issuers may determine.
The Programme provides that Notes may be listed or admitted to trading (as the case may be) on such other or further stock exchange(s) or
market(s) as may be agreed between the relevant Issuer, the Guarantor (where applicable) and the relevant Dealer (as defined in "Plan of
Distribution"). Unlisted Notes or Notes not admitted to trading on any market may also be issued. This Base Prospectus comprises two base
prospectuses (one for each Issuer, each of which referred to herein as the "Base Prospectus") for the purposes of the Prospectus Regulation.

The Central Bank may, at the request of the relevant Issuer, send to the competent authority of another European Economic Area Member
State (i) a copy of this Base Prospectus; and (ii) a certificate of approval pursuant to Article 25 of the Prospectus Regulation attesting that
this Base Prospectus has been drawn up in accordance with the Prospectus Regulation (a "Certificate of Approval").
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from the date of its approval) in relation
to Notes which are to be admitted to trading on a regulated market for the purposes of MiFID II and/or which are to be offered to the public,
in any Member State of the European Economic Area other than in circumstances where an exemption is available under Article 1(4) and/or
3(2) of the Prospectus Regulation. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake
or material inaccuracy does not apply when this Base Prospectus is no longer valid. The validity of this Base Prospectus ends upon expiration
on 27 December 2024.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms
and conditions not contained herein which are applicable to each Tranche (as defined below) of Notes will be set out, in the final terms (the
"Final Terms") which, with respect to Notes to be listed on the Official List of the Euronext Dublin, will be delivered to the Euronext Dublin.
For the terms and conditions of the English Law Notes in Global Form to be issued under the Programme see "Terms and Conditions of the
English Law Notes in Global Form" below (the "Terms and Conditions of the English Law Notes in Global Form"), for the terms and
conditions of the Italian Law Notes in Global Form to be issued under the Programme see "Terms and Conditions of the Italian Law Notes
in Global Form" below (the "Terms and Conditions of the Italian Law Notes in Global Form") and for the terms and conditions of the
Italian Law Dematerialised Notes to be issued under the Programme see "Terms and Conditions of the Italian Law Dematerialised Notes"
below (the "Terms and Conditions of the Italian Law Dematerialised Notes").
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S.
state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person (as defined
in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act. The Notes will be offered and sold in offshore transactions outside the United States in reliance on Regulation S under
the Securities Act. The Notes will be in bearer form and as such are subject to certain U.S. tax law requirements.
Amounts payable under the Notes may be calculated by reference to EURIBOR, SONIA, SOFR, STR, CMS, PRIBOR, ROBOR, BUBOR,
CIBOR, STIBOR and NIBOR which are respectively provided by the European Money Markets Institute ("EMMI") for EURIBOR, the Bank
of England for SONIA, the Federal Reserve Bank of New York for SOFR, the European Central Bank for STR, ICE Benchmark Administration
Limited ("ICE") for CMS, Czech Financial Benchmark Facility s.r.o. for PRIBOR, the National Bank of Romania for ROBOR, Budapesti
Értéktzsde Zrt. (Budapest Stock Exchange) for BUBOR, Danish Financial Benchmark Facility ApS for CIBOR, the Swedish Financial
Benchmark Facility AB for STIBOR and Norske Finansielle Referanser AS for NIBOR, as specified in the relevant Final Terms. As at the date
of this Base Prospectus, each of EMMI (as administrator of EURIBOR), Czech Financial Benchmark Facility s.r.o. (as administrator of
PRIBOR), Budapesti Értéktzsde Zrt. (Budapest Stock Exchange) (as administrator of BUBOR), Danish Financial Benchmark Facility ApS
(as administrator of CIBOR), Norske Finansielle Referanser AS (as administrator of NIBOR) and the Swedish Financial Benchmark Facility
AB (as administrator of STIBOR) appears on the register of administrators and benchmarks established and maintained by European
Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 (the "EU Benchmarks Regulation"). As
at the date of this Base Prospectus, ICE (as administrator of CMS), the Bank of England (as administrator of SONIA), the Federal Reserve
Bank of New York (as administrator of SOFR), the European Central Bank (as administrator of STR) and the National Bank of Romania (as
administrator of ROBOR) are not included in the register of administrators maintained by ESMA under Article 36 of the EU Benchmarks
Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that ICE (as
administrator of CMS) is not currently required to obtain authorization/registration (or, if located outside the European Union, recognition,
endorsement or equivalence). As far as the Issuer is aware, SONIA, SOFR, STR and ROBOR do not fall within the scope of the EU
Benchmarks Regulation by virtue of Article 2 of that Regulation.
The language of the Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language
in order that the correct technical meaning may be ascribed to them under applicable law.
Arranger of the Programme and Dealer
MEDIOBANCA Banca di Credito Finanziario S.p.A.

IMPORTANT NOTICES
This document constitutes a Base Prospectus for each Issuer for the purposes of the Prospectus Regulation.
Responsibility for this Base Prospectus
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this document and,
to the best of the knowledge of each of the Issuers and the Guarantor the information contained in this Base
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Each of the Issuers and the Guarantor, having made all reasonable enquiries confirms that (i) this Base
Prospectus contains all information with respect to each of the Issuers, the Guarantor, and their subsidiaries
taken as a whole (the "Group" or the "Mediobanca Group"), the Notes, and the deed of guarantee executed by
the Guarantor and dated 28 December 2023 with respect to Senior Preferred Notes issued by Mediobanca
International (the "Deed of Guarantee") which is material in the context of the issue and offering of Notes, (ii)
the statements contained in this Base Prospectus relating to each of the Issuers, the Guarantor and the Group are
in every material respect true and accurate and not misleading, the opinions and intentions expressed in this Base
Prospectus with regard to the Issuers, the Guarantor and the Group are honestly held, have been reached after
considering all relevant circumstances and are based on reasonable assumptions, (iii) there are no other facts in
relation to each of the Issuers, the Guarantor, the Group, the Notes or the Deed of Guarantee the omission of
which would, in the context of the issue and offering of Notes, make any statement in this Base Prospectus
misleading in any material respect and (iv) all reasonable enquiries have been made by each of the Issuers and
the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements.
Third party information
No third party information is included in this Base Prospectus, except for the rating information set out in the
section headed "Information on Mediobanca - Banca di Credito Finanziario S.p.A." of this Base Prospectus.
Mediobanca declares that such information has been accurately reproduced and, as far as the Issuers are aware
and able to ascertain from information published by any third party, no facts have been omitted which would
render the reproduced information inaccurate or misleading.The sources of such information are the following
rating agencies: Fitch Ratings Ireland Limited ("Fitch"), by Moody's France S.A.S. ("Moody's") and by S&P
Global Ratings Europe Limited ("S&P").
Experts' reports
No statement or report attributed to a person as an expert is included in this Base Prospectus, except for the
reports of the auditors of the Issuers who have audited the consolidated annual financial statements as at and for
the years ended on 30 June 2023 and 2022 of Mediobanca and the non-consolidated annual financial statements
as at and for the years ended 30 June 2023 and 2022 of Mediobanca International.
For further information please see (i) the paragraph headed "Independent auditors of the Financial Statements"
in the section headed "Information on Mediobanca - Banca di Credito Finanziario S.p.A." and the section headed
"Financial Information of Mediobanca - Banca di Credito Finanziario S.p.A." of this Base Prospectus; and (ii)
the paragraph headed "Approved independent auditors" in the section headed "Information on Mediobanca
International (Luxembourg) S.A." and the section headed "Financial Information of Mediobanca International
(Luxembourg) S.A." of this Base Prospectus.
Final Terms/Drawdown Prospectus
Each Tranche (as defined herein) of Notes will be issued on the terms set out under the "Terms and Conditions
of the English Law Notes in Global Form", the "Terms and Conditions of the Italian Law Notes in Global
Form" or the "Terms and Conditions of the Italian Law Dematerialised Notes" and in a document specific to
such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the
"Drawdown Prospectus") as described under "Final Terms, Supplements and Further Prospectuses" below.

- i -

Public Offers of Notes in the European Economic Area
Certain Tranches of Notes (other than the Senior Non Preferred Notes which shall have a denomination of at least
EUR 150,000 or such other minimum denomination provided by applicable law from time to time, the
Subordinated Notes which shall have a denomination of at least EUR 200,000, or such other minimum
denomination provided by applicable law from time to time, and the Reset Notes which shall have a denomination
of at least EUR 100,000) with a denomination of less than EUR 100,000 (or its equivalent in any other currency))
may, subject as provided below, be offered in any Member State of the European Economic Area in circumstances
where there is no exemption from the obligation under the Prospectus Regulation to publish a prospectus. Any
such offer is referred to in this Base Prospectus as a "Public Offer". This Base Prospectus has been prepared on
a basis that permits Public Offers of Notes in Ireland, Italy and the Grand Duchy of Luxembourg (each a "Public
Offer Jurisdiction"). Any person making or intending to make a Public Offer of Notes in a Public Offer
Jurisdiction on the basis of this Base Prospectus must do so only with the consent of the Issuer see "Consent
given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades)" below.
If after the date of this Base Prospectus the Issuer intends to add one or more Member States to the list of Public
Offer Jurisdictions for any purpose, it will prepare a supplement to this Base Prospectus specifying such Member
State(s) and any relevant additional information required by the Prospectus Regulation. Such supplement will also
set out provisions relating to the consent of the Issuer to the use of this Base Prospectus in connection with any
Public Offer in any such additional Public Offer Jurisdiction.
In the context of any Public Offer of Notes in a Public Offer Jurisdiction, the Issuer accept responsibility in that
Public Offer Jurisdiction, for the content of this Base Prospectus in relation to any person (an "Investor") who
purchases any Notes in that Public Offer Jurisdiction made by a Dealer or an Authorised Offeror (as defined
below), where that offer is made during the Offer Period (as defined below).
Except in the circumstances described below, neither the Issuer nor the Guarantor has authorised the making of
any offer by any offeror and neither the Issuer nor the Guarantor has consented to the use of this Base Prospectus
by any other person in connection with any offer of the Notes in any jurisdiction.
Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades)
Any offer made without the consent of the relevant Issuer or the Guarantor (as applicable) is unauthorised and
neither the relevant Issuer nor the Guarantor (as applicable), nor, for the avoidance of doubt, any of the Dealers
accepts any responsibility or liability in relation to such offer or for the actions of the persons making any such
unauthorised offer.
If, in the context of a Public Offer, an Investor is offered Notes by a person which is not an Authorised Offeror,
the Investor should check with such person whether anyone is responsible for this Base Prospectus for the purpose
of the relevant Public Offer and, if so, who that person is.
If an Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its
contents, the Investor should take legal advice.
Consent to the use of this Base Prospectus
Common conditions to Consent
The conditions to the consent of the Issuers and the Guarantor are (in addition to the conditions described in either
sub-paragraph (a) (Specific Consent) or sub-paragraph (b) (General Consent) under "Specific Consent and
General Consent" below) that such consent:
(i)
is only valid in respect of the relevant Tranche of Notes;
(ii)
is only valid during the Offer Period specified in the applicable Final Terms; and
(iii)
only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of Notes
in such of the Public Offer Jurisdictions as are specified in the applicable Final Terms.

- ii -

The consent referred to above relates to Public Offers occurring within twelve months from the date of this Base
Prospectus.
Specific Consent and General Consent
Subject to the conditions set out above under "Common Conditions to Consent", each of the Issuers and the
Guarantor consents to the use of this Base Prospectus in connection with a Public Offer of Notes in any Public
Offer Jurisdiction by:
(a)
Specific Consent:
(i)
the Dealers specified in the relevant Final Terms;
(ii)
any financial intermediaries specified in the applicable Final Terms; and
(iii)
any financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on the website of the Issuers (https://mediobanca.com) and identified as an
Authorised Offeror in respect of the relevant Public Offer; and
(b)
General Consent:
if General Consent is specified in the relevant Final Terms as applicable, any other financial intermediary
which:
(i)
is authorised to make such offers under MiFID II, including under any applicable implementing
measure in each relevant jurisdiction; and
(ii)
accepts such offer by publishing on its website the following statement (with the information in
square brackets duly completed with the relevant information) (the "Acceptance Statement"):
"We, [insert legal name of financial intermediary], refer to the offer of [insert title of relevant
Notes] (the "Notes") described in the Final Terms dated [insert date] (the "Final Terms")
published by [ISSUER] (the "Issuer") [and [GUARANTOR] (the "Guarantor"]).
In consideration of the Issuer [and the Guarantor] offering to grant their consent to our use of
the Base Prospectus (as defined in the Final Terms) in connection with the offer of the Notes in
[insert name(s) of relevant Public Offer Jurisdiction(s)] during the Offer Period in accordance
with the Authorised Offeror Terms (as specified in the Base Prospectus), we accept the offer by
the Issuer [and Guarantor]. We confirm that we are authorised under MiFID II to make, and
are using the Base Prospectus in connection with, the Public Offer accordingly.
Terms used herein and otherwise not defined shall have the same meaning as given to such
terms in the Base Prospectus."
Any financial intermediary falling within this sub-paragraph (b) who wishes to use this Base Prospectus in
connection with a Public Offer is required, for the duration of the relevant Offer Period specified in the applicable
Final Terms, to publish a duly completed Acceptance Statement on its website.
Authorised Offerors
The financial intermediaries referred to in sub-paragraphs (a)(ii) and (a)(iii) and sub-paragraph (b), above, are
together referred to herein as the "Authorised Offerors".
Arrangements between an Investor and the Authorised Offeror who will distribute the Notes
Neither the Issuers nor the Guarantor (nor, for the avoidance of doubt, any of the Dealers) has any responsibility
for any of the actions of any Authorised Offeror, including compliance by an Authorised Offeror with applicable
conduct of business rules or other local regulatory requirements or other securities law requirements in relation to
such offer.

- iii -

AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A PUBLIC OFFER 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, EXPENSES AND SETTLEMENT
ARRANGEMENTS. NEITHER THE ISSUERS NOR THE GUARANTOR WILL BE A PARTY TO ANY
SUCH ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH THE PUBLIC OFFER OR
SALE OF THE NOTES CONCERNED AND, ACCORDINGLY, THIS BASE PROSPECTUS AND ANY
FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE
RELEVANT AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH
INFORMATION AND THE AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH
INFORMATION. NONE OF THE ISSUERS, THE GUARANTOR AND THE DEALERS HAS ANY
RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.
IN THE EVENT OF AN OFFER BEING MADE BY A FINANCIAL INTERMEDIARY, SUCH FINANCIAL
INTERMEDIARY WILL PROVIDE INFORMATION TO INVESTORS ON THE TERMS AND
CONDITIONS OF THE OFFER AT THE TIME THE OFFER IS MADE.
Public Offers: Issue Price and Offer Price
Notes to be offered pursuant to a Public Offer will be issued by the relevant Issuer at the Issue Price specified in
the applicable Final Terms. The Issue Price will be determined by the relevant Issuer and the Guarantor (as
applicable) in consultation with the relevant Dealer(s) at the time of the relevant Public Offer and will depend,
amongst other things, on the interest rate applicable to the Notes and prevailing market conditions at that time.
The offer price of such Notes will be the Issue Price or such other price as may be agreed between an Investor and
the Authorised Offeror making the offer of the Notes to such Investor. Neither the Issuers nor the Guarantor will
be party to arrangements between an Investor and an Authorised Offeror, and the Investor will need to look to the
relevant Authorised Offeror to confirm the price at which such Authorised Offeror is offering the Notes to such
Investor.
Other relevant information
The language of this Base Prospectus is in English. Any foreign language text that is included with or within this
Base Prospectus has been included for convenience purposes only and does not form part of this Base Prospectus.
This Base Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference herein and, in relation to any Tranche of Notes, should be read and construed together
with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus,
each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms
shall be read and construed as a reference to such information being specified or identified in the relevant
Drawdown Prospectus unless the context requires otherwise.
Purchases of Notes may be made through a duly appointed Dealer of the relevant Issuer. The relevant Issuer may
also offer and sell Notes directly to investors without the involvement of any Dealer.
The Issuers and the Guarantor will enter into a Dealer Agreement with the Dealers in connection with the issue
of Notes for the purpose of the distribution of the Notes to prospective investors. Pursuant to the terms of the
Dealer Agreement, the relevant Issuer may appoint one or more Dealer(s) under the Programme to subscribe or
procure subscribers for all or part of the Notes of the relevant Series. See the section on "Plan of Distribution"
in this Base Prospectus for further details. This Base Prospectus does not constitute an offer of, or an invitation
by or on behalf of either the Issuers, the Guarantor or any of the Dealers to subscribe for, or purchase, any Notes.
The Dealers and EY Luxembourg, as auditor to Mediobanca International, have not separately verified the
information contained in this Base Prospectus. None of the Dealers makes any representation express or implied,
or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus. Neither this Base Prospectus nor any financial statements are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by either of the Issuers, the
Guarantor or any of the Dealers that any recipient of this Base Prospectus or any financial statements should
purchase any Notes.

- iv -

Each potential purchaser of Notes should determine for itself the relevance of the information contained in this
Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None
of the Dealers undertakes to review the financial condition or affairs of the Issuers or the Guarantor during the
life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in
the Notes of any information coming to the attention of any of the Dealers.
Unauthorised information
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 any of the Issuers or the Guarantor 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
any of the Issuers, the Guarantor or any of the Dealers.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them 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 any sale made in connection herewith shall, under any circumstances, create
any implication that there has been no change in the affairs of any of the Issuers or the Guarantor since the date
hereof or the date upon which this document 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 financial position of any of
the Issuer or the Guarantor since the date hereof or 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 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.
Restrictions on distribution
The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions may be restricted
by law. Each of the Issuers, the Guarantor 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. No Notes may be offered or sold, directly or
indirectly, to the public, and neither this Base Prospectus nor any advertisement or other offering material may
be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Base Prospectus, any Notes may come must
inform themselves about, and observe any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes. In particular, the Notes have not been and will not be registered under the Securities
Act and are subject to U.S. tax law requirements.
This Base Prospectus has been prepared by the Issuers and the Guarantor for use in connection with the offer
and sale of Notes in reliance upon Regulation S of the Securities Act outside the United States to non-U.S. persons
or in transactions otherwise exempt from registration. Its use for any other purpose in the United States is not
authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents
disclosed to anyone other than the prospective investors to whom it is originally submitted.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any U.S.
state securities commission in the United States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or the
adequacy of this Base Prospectus. Any representation to the contrary is a criminal offence in the United States.
For a description of additional restrictions on the distribution of this Base Prospectus and the offer or sale of
Notes in the United States, the European Economic Area (including Italy), the United Kingdom and other
jurisdictions, see "Plan of Distribution".
IMPORTANT - EEA RETAIL INVESTORS - If the Final Terms 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 should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");

- v -

or (ii) a customer within the meaning of Directive 2016/97/EU, (as amended or superseded, the "Insurance
Distribution Directive"), 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 Regulation (EU) 2017/1129 (the
"Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No.
1286/2014 (as amended, 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.
IMPORTANT UK RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to UK Retail Investors", the Notes 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 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 (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act, 2000 (the "FSMA") and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue
of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms
part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
EEA MiFID II PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any Notes
will include a legend entitled "EEA 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 the 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 in relation to each 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 any Notes is a manufacturer in respect of such Notes, 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.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any Notes will
include a legend entitled "UK MiFIR 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 the Notes (a "Distributor") should take into consideration the target market
assessment; however, a distributor subject to the UK MiFIR product governance rules set out in the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") 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 in relation to each issue about whether, for the purpose of the UK MiFIR product
governance rules set out in UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds
None of the Arranger, Dealers nor any of their respective affiliates accepts any responsibility for any social,
environmental and/or sustainability assessment of any Notes issued as Green Bonds, Social Bonds, or
Sustainability Bonds or makes any representation or warranty or gives any assurance as to whether such Notes
will meet any investor expectations or requirements regarding such "green", "social". "sustainable" or similar
labels. None of the Arranger, Dealers nor any of their respective affiliates have undertaken, nor are they
responsible for any assessment of the Eligible Green Assets, Eligible Social Assets and/or Eligible Sustainability

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Assets (each term as defined in the "Use of Proceeds" section of this Base Prospectus), any verification of whether
the Eligible Green Assets, Eligible Social Assets and/or Eligible Sustainability Assets meet any eligibility criteria
set out in the "Mediobanca Green, Social and Sustainability Bond Framework" (the "Framework") nor are they
responsible for the use of proceeds (or amounts equal thereto) for any Notes issued as Green Bonds, Social Bonds,
or Sustainability Bonds, nor the impact or monitoring of such use of proceeds. No representation or assurance is
given by the Arranger, Dealers nor any of their respective affiliates as to the suitability or reliability of any opinion
or certification of any third party made available in connection with an issue of Notes issued as Green Bonds,
Social Bonds, or Sustainability Bonds, nor is any such opinion or certification a recommendation by the Arranger,
any Dealer nor any of their respective affiliates to buy, sell or hold any such Notes. In the event any such Notes
are, or are intended to be, listed, or admitted to trading on a dedicated "green", "social", "sustainable" or other
equivalently-labelled segment of a stock exchange or securities market, no representation or assurance is given
by the Arranger, Dealers nor any of their respective affiliates that such listing or admission will be obtained or
maintained for the lifetime of the Notes. No representation or assurance is given by the Arranger, Dealers nor
any of their respective affiliates as to the suitability or reliability of the Framework. The Framework, the Second-
party Opinion (as defined in the "Use of Proceeds" section of this Base Prospectus) and any public reporting by
or on behalf of the relevant Issuer in respect of the application of proceeds will be available at
https://www.mediobanca.com/en/investor-relations/financing-rating/green-social-and-sustainability-bond-
framework.html, but, for the avoidance of doubt, will not be incorporated in, and/or does not form part of, this
Base Prospectus.

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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) (the "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) in accordance with
all applicable laws and rules.
*****
Notes may be issued on a continuous basis in series (each, a "Series") having one or more issue dates and on
terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each
Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in
tranches (each, a "Tranche") on different issue dates. The specific terms of each Tranche (which, save in respect
of the issue date, issue price, first payment of interest and principal amount of the Tranche, will be identical to
the terms of other Tranches of the same Series) will be set forth in the relevant Final Terms, the form of which is
set out in "Form of Final Terms" below.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed Euro 40,000,000,000 (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 "Plan of Distribution"). 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.
The Notes of each Tranche may:
· in the case of Notes in Global Form, initially be represented by a temporary global note ("Temporary
Global Note") or a permanent global note ("Permanent Global Note")which, in each case, will be
deposited on or around the Issue Date: (a) in the case of Notes intended to be issued in Classic Global
Note form, with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and/or
Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or any other relevant clearing system
and/or deposited directly with Monte Titoli (as defined below) and/or any other centralised custodian
appointed by the Issuers (together, the "Centralised Custodian") and (b) in the case of Notes intended
to be issued in New Global Note form, with a common safekeeper for Euroclear and/or Clearstream,
Luxembourg. Interests in Temporary Global Notes will be exchangeable for interests in Permanent
Global Notes or, if so stated in the relevant Final Terms for Notes in definitive form ("Definitive Notes")
after the date falling 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership.
If specified in the relevant Final Terms, interests in Permanent Global Notes will be exchangeable for
Definitive Notes, all as further described below; or
· in the case of Dematerialised Notes, be held in dematerialised form on behalf of the beneficial owners,
until redemption or cancellation thereof, by Euronext Securities Milan (also known as 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 Holder" means any authorized financial intermediary institution entitled to hold accounts
on behalf of their customers with Monte Titoli and includes any depositary banks appointed by Euroclear
and Clearstream, Luxembourg. The Dematerialised Notes have been accepted for clearance by Monte
Titoli. The Dematerialised Notes will at all times be held in book entry form and title to the
Dematerialised 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 (the
"Financial Services Act") and in accordance with the Commissione Nazionale per le società e la Borsa
("CONSOB") and Bank of Italy Joint Regulation dated 13 August 2018, as subsequently amended and
supplemented ("CONSOB and Bank of Italy Joint Regulation"). No physical document of title will be

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