Obbligazione ICREA Bank 4.125% ( XS2084827935 ) in EUR

ICREA Bank

100 EUR ▲

Italia

XS2084827935 ( in EUR )

4.125% per anno ( pagato 1 volta l'anno)

27/11/2029

Prospetto opuscolo dell'obbligazione Iccrea Banca XS2084827935 en EUR 4.125%, scadenza 27/11/2029

100 000 EUR

400 000 000 EUR

28/11/2026 ( In 238 giorni )

ICCREA Banca è un istituto di credito cooperativo italiano, nato dalla fusione di diverse banche di credito cooperativo, operante nel settore del credito e dei servizi finanziari per famiglie, imprese e pubbliche amministrazioni.

The Obbligazione issued by ICREA Bank ( Italy ) , in EUR, with the ISIN code XS2084827935, pays a coupon of 4.125% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 27/11/2029

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
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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
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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
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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
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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.
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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.

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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
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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

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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.
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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.
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Document Outline

#3">IMPORTANT NOTICES
#6">MARKET INFORMATION AND STATISTICS
#6">FORWARD LOOKING STATEMENTS
#9">RISK FACTORS
#13">Capital conservation buffer: has applied to the Issuer since 1 January 2014 pursuant to Part I, Title II, Chapter I, Section II of Circular No. 285. According to the 26th update to Circular No. 285 published on 5 March 2019, transitional rules prov...
#13">Counter-cyclical capital buffer ("CCyB"): is set by the relevant competent authority between 0% - 2.5% (but may be set higher than 2.5 per cent. where the competent authority considers that the conditions in the Member State justify this), with grad...
#24">a contribution to the National Resolution Fund (as required under the BRRD) for a total of Euro 69.4 million. Such contribution included Euro 23 million of ordinary contribution for the year 2016 and Euro 46 million following two additional extraord...
#24">a contribution to the solidarity fund for a total of Euro 26 million, in light of 93 employees voluntarily adhering to the solidarity agreement reached within the Issuer's group and which, together with other labour cost cutting measures, are allowi...
#24">the write-off for Euro 9.7 million of the participation stake in the Atlas Fund (Fondo Atlante), following the reduction by approximately 30% of the fair value of the shares of Banca Popolare di Vicenza S.p.A and Veneto Banca S.p.A.. In this context...
#25">a contribution to the National Resolution Fund for a total of Euro 23.2 million, referring to the quota for the full financial year 2017;
#25">the write-off for Euro 22.5 million of the participation stake in the Atlas Funds (amounting to a reduction by approximately 80% of the nominal value) following the total write-off of the shares of Banca Popolare di Vicenza S.p.A and Veneto Banca S....
- #30">(i) have 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;
- #30">(ii) have 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;
- #30">(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor's currency;
- #30">(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and
- #30">(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
- #32">(i) the market price of such Notes may be volatile;
- #32">(ii) they may receive no interest;
- #32">(iii) the relevant factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
- #32">(iv) if the relevant factor is applied to the Notes in conjunction with a multiplier greater than one or contains any other leverage factor, the effect of changes in the relevant factor on interest payable is likely to be magnified; and
- #33">(v) the timing of changes in the relevant factor may affect the actual yield to investors, even if the average level is consistent with their expectations.
- #41">The Notes do not restrict the amount of debt which the Issuer may incur
- #44">Transfers of the Notes may be restricted, which may adversely affect the secondary market liquidity and/or trading prices of the Notes
  - #44">(i) such rating will reflect only the views of the rating agency and may not reflect the potential impact of all risks related to structure, market, additional factors discussed above and other factors that may affect the value of the Notes;
  - #44">(ii) a rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency;
  - #44">(iii) notwithstanding the above, an adverse change in a credit rating could adversely affect the trading price for the Notes; and
  - #44">(iv) tranches of Notes issued under the Programme may be rated or unrated and, where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme.
#47">GENERAL DESCRIPTION OF THE PROGRAMME
#59">PRESENTATION OF FINANCIAL INFORMATION
#60">DOCUMENTS INCORPORATED BY REFERENCE
#60">the audited consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2017;
#60">the audited consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2016; and
#60">the unaudited consolidated interim financial statements in respect of the Issuer as at and for the six months ended 30 June 2018,
#62">FURTHER PROSPECTUSES AND SUPPLEMENTS
#63">FORMS OF THE NOTES
- #63">(i) presentation and (in the case of final exchange) surrender of the Temporary Global Note to or to the order of the Fiscal Agent; and
- #64">(ii) receipt by the Fiscal Agent of a certificate or certificates of non-U.S. beneficial ownership,
- #64">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #64">(ii) at any time, if so specified in the relevant Final Terms; or
- #64">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Note", then if (a) Euroclear or Clearstream Banking SA or any other relevant clearing system is closed for business for a continuous period of ...
- #65">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #65">(ii) at any time, if so specified in the relevant Final Terms; or
- #65">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Note", then if (a) Euroclear or Clearstream Banking SA or any other relevant clearing system is closed for business for a continuous period of ...
#67">TERMS AND CONDITIONS OF THE NOTES
#67">1. Introduction
- #67">(a) Programme: ICCREA Banca S.p.A. (the "Issuer") has established a Euro Medium Term Note Programme (the "Programme") for the issuance of up to 3,000,000,000 in aggregate principal amount of notes (the "Notes").
- #67">(b) Final Terms: Notes issued under the Programme are issued in series (each a "Series") and each Series may comprise one or more tranches (each a "Tranche") of Notes. Each Tranche is the subject of final terms (the "Final Terms") which completes thes...
- #67">(c) Agency Agreement: The Notes are the subject of an issue and paying agency agreement dated 11 April 2019 (the "Agency Agreement") between the Issuer, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent (the "Fiscal Agent", which expr...
- #67">(d) The Notes: All subsequent references in these Conditions to "Notes" are to the Notes which are the subject of the relevant Final Terms. Copies of the relevant Final Terms are available during normal business hours at the Specified Office of the Fi...
- #67">(e) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and are subject to their detailed provisions. The holders of the Notes (the "Noteholders"), the holders of related principal receipts for the payment of instal...
#68">2. Definitions and Interpretation
- #68">(a) Definitions: In these Conditions the following expressions have the following meanings:
#68">"Accrual Yield" has the meaning given in the relevant Final Terms;
#68">"Additional Business Centre(s)" means the city or cities specified as such in the relevant Final Terms;
#68">"Additional Financial Centre(s)" means the city or cities specified as such in the relevant Final Terms;
#68">"Applicable Banking Regulations" means at any time the laws, regulations, requirements, guidelines and policies relating to capital adequacy then in effect in the Republic of Italy and applicable to the Issuer or the Group (as the case may be), inclu...
#68">"Bail-in Power" has the meaning given in Condition 23;
#68">"Bank Creditor Hierarchy Directive" means Directive (EU) 2017/2399 of the European Parliament and of the Council of 12 December 2017 amending the BRRD as regards the ranking of unsecured debt instruments in insolvency hierarchy, as amended, supplemen...
#68">"Broken Amount" has the meaning given in the relevant Final Terms;
#68">"Business Day" means:
#69">"Business Day Convention", in relation to any particular date, has the meaning given in the relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to different dates and, in this context, the fo...
#69">"Calculation Agent" means the Fiscal Agent or such other Person specified in the relevant Final Terms as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s);
#69">"Calculation Amount" has the meaning given to it in the relevant Final Terms;
#70">"Capital Instruments Regulations" means the Delegated Regulation and any other rules or regulations of the Relevant Authority or of the institutions of the European Union or which are otherwise applicable to the Issuer or the Group (as the case may b...
#70">"CET1 Instruments" means at any time common equity tier 1 instruments as interpreted and applied in accordance with the Applicable Banking Regulations;
#70">"CMS Rate" shall mean the applicable swap rate for swap transactions in the Reference Currency with a maturity of the Designated Maturity, expressed as a percentage, which appears on the Relevant Screen Page as at the Specified Time on the Interest D...
#70">"CMS Reference Banks" means (i) where the Reference Currency is Euro, the principal office of five major banks in the Euro-zone inter-bank market, (ii) where the Reference Currency is Sterling, the principal London office of five major banks in the L...
#70">"Consolidated Banking Law" means Legislative Decree No. 385 of 1 September 1993, as amended or supplemented from time to time;
#70">"Coupon Sheet" means, in respect of a Note, a coupon sheet relating to the Note;
#70">"CRD IV" means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, as amended, supplemented or...
#70">"CRD IV Package" means the CRD IV and the CRR;
#70">"CRR" means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, as amended, supplemented or replaced from time to time;
#70">"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the "Calculation Period"), such day count fraction as may be specified in these Conditions or the relevant Final Terms and:
- #71">(a) if "Actual/Actual" or "Actual/Actual (ISDA)" is specified, the actual number of days in the Calculation Period in respect of which payment is being made divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of...
- #71">(b) if "Actual/Actual (ICMA)" is so specified, means:
  - #71">(i) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the numbe...
  - #71">(ii) where the Calculation Period is longer than one Regular Period, the sum of:
    - #71">(A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
    - #71">(B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (a) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year;
- #71">(c) If "Actual/365 (Fixed)" is specified, the actual number of days in the Calculation Period in respect of which payment is being made divided by 365;
- #71">(d) If "Actual/360" is specified, the actual number of days in the Calculation Period in respect of which payment is being made divided by 360;
- #71">(e) If "30/360", "360/360" or "Bond Basis" is specified, the number of days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:
- #72">(f) If "30E/360" or "Eurobond Basis" is specified, the number of days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows;
- #72">(g) If "30E/360 (ISDA)" is specified, the number of days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:
#73">"Deed of Covenant" means the deed of covenant dated 11 April 2019 relating to the Notes executed by the Issuer;
#73">"Designated Maturity" has the meaning given in the relevant Final Terms;
#73">"Early Redemption Amount (Regulatory Event)" means in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#73">"Early Redemption Amount (Tax)" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#73">"Early Termination Amount" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;
#74">"ECB Interest Rate" means the European banking interest rate determined by the Governing Council of the ECB and used in Eurosystem refinancing operations. The ECB Interest Rate is published by the ECB and is available on its website;
#74">"EURIBOR" means, in respect of any specified currency and any specified period, the interest rate benchmark known as the Euro zone interbank offered rate which is calculated and published by a designated distributor (being, as of the date of this Bas...
#74">"Extraordinary Resolution" has the meaning given in the Agency Agreement;
#74">"Final Redemption Amount" means:
#74">"Fixed Coupon Amount" has the meaning given in the relevant Final Terms;
#74">"Group Entity" has the meaning given in Condition 23;
#74">"Guarantee" means, in relation to any Indebtedness of any Person, any obligation of another Person to pay such Indebtedness including (without limitation):
#74">"Indebtedness" means any indebtedness of any Person for money borrowed or raised:
#74">"Instalment Amount" means the amount of each instalment of the Instalment Notes;
#74">"Instalment Date" means the date on which each Instalment Amount is repayable;
#74">"Instalment Notes" means Notes, any part of the principal amount of which is repayable by an Instalment Amount;
#74">"Interest Amount" means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period;
#75">"Interest Commencement Date" means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Final Terms;
#75">"Interest Determination Date" has the meaning given in the relevant Final Terms;
#75">"Interest Payment Date" means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms:
#75">"Interest Period" means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;
#75">"ISDA Definitions" means the 2000 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Final Terms) as published by the International Swaps and Derivat...
#75">"Issue Date" has the meaning given in the relevant Final Terms;
#75">"Issue Price" has the meaning given in the relevant Final Terms;
#75">"LIBOR" means, in respect of any specified currency and any specified period, the London inter-bank offered rate for that currency and period displayed on the appropriate page (being, as of the date of this Base Prospectus, Reuters screen page LIBOR0...
#75">"Margin" has the meaning given in the relevant Final Terms;
#75">"Maturity Date" has the meaning given in the relevant Final Terms;
#76">"Maturity Period" means the period from and including the Issue Date to but excluding the Maturity Date;
#76">"Maximum Redemption Amount" has the meaning given in the relevant Final Terms;
#76">"Minimum Capital" means the minimum amount of capital of the Issuer, as provided for by the Bank of Italy from time to time for the purposes of obtaining or maintaining the authorisation of the Bank of Italy to carry on banking activities, as certifi...
#76">"Minimum Redemption Amount" has the meaning given in the relevant Final Terms;
#76">"MREL Disqualification Event" means that, by reason of the introduction of, or a change in, the MREL Requirements, which was not reasonably foreseeable by the Issuer at the Issue Date of the relevant Series of Notes, all or part of the aggregate outs...
#77">"Optional Redemption Amount (Call)" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#77">"Optional Redemption Amount (Put)" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#77">"Optional Redemption Date (Call)" has the meaning given in the relevant Final Terms;
#77">"Optional Redemption Date (Put)" has the meaning given in the relevant Final Terms;
#77">"Participating Member State" means a Member State of the European Union which adopts the euro as its lawful currency in accordance with the Treaty;
#77">"Payment Business Day" means:
#77">"Person" means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;
#77">"Principal Financial Centre" means, in relation to any currency, the principal financial centre for that currency provided, however, that:
#78">"Put Option Notice" means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
#78">"Put Option Receipt" means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
#78">"Rate of Interest" means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Final Terms or calculated or determined in accordance with the provisions of these Conditions and/o...
#78">"Redemption Amount" means, as appropriate, the Final Redemption Amount, the Instalment Amount, the Early Redemption Amount (Tax), Early Redemption Amount (Regulatory Event), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put),...
#78">"Reference Banks" has the meaning given in the relevant Final Terms or, if none, four major banks selected by the Issuer and/or an independent advisor appointed by the Issuer, in the market that is most closely connected with the Reference Rate;
#78">"Reference Currency" has the meaning given in the relevant Final Terms;
#78">"Reference Price" has the meaning given in the relevant Final Terms;
#78">"Reference Rate" means EURIBOR, LIBOR, ECB Interest Rate or the CMS Rate as specified in the relevant Final Terms in respect of the currency and period specified in the relevant Final Terms;
#78">"Regular Period" means:
#79">"Regulatory Event" means any change (or pending change which the Relevant Authority considers to be sufficiently certain) in the regulatory classification of the Subordinated Notes from their classification on the Issue Date that results, or would be...
#79">"Relevant Authority" means, as the context may require, (i) the European Central Bank or the Bank of Italy, acting within the framework of the Single Supervisory Mechanism, or any successor or replacement authority having responsibility for the prude...
#79">"Relevant Date" means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency of...
#79">"Relevant Financial Centre" has the meaning given in the relevant Final Terms;
#79">"Relevant Screen Page" means the page, section or other part of a particular information service (including, without limitation, the Reuters Money 3000 Service) specified as the Relevant Screen Page in the relevant Final Terms, or such other page, se...
#79">"Relevant Swap Rate" means:
#80">"Relevant Time" has the meaning given in the relevant Final Terms;
#80">"Representative Amount" means an amount that is representative for a single transaction in the relevant market at the relevant time;
#80">"Reserved Matter" shall have the meaning given to it in the Agency Agreement and includes, inter alia, any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest p...
#80">"Reset Date" has the meaning given in the relevant Final Terms;
#80">"Resolution Power" has the meaning given in Condition 23;
#80">"Single Resolution Mechanism" means the single resolution mechanism established pursuant to the SRM Regulation;
#81">"Single Supervisory Mechanism" means the single supervisory mechanism established pursuant to the SSM Regulation;
#81">"Specified Currency" has the meaning given in the relevant Final Terms;
#81">"Specified Denomination(s)" has the meaning given in the relevant Final Terms;
#81">"Specified Office" has the meaning given in the Agency Agreement;
#81">"Specified Period" has the meaning given in the relevant Final Terms;
#81">"SRM Regulation" has the meaning given in Condition 23;
#81">"Subsidiary" means, in relation to any Person (the "first Person") at any particular time, any Person (the "second Person") in which:
#81">"Talon" means a talon for further Coupons;
#81">"TARGET2" means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system or any successor thereto which utilises a single shared platform and which was launched on 19 November 2007;
#81">"TARGET Settlement Day" means any day on which TARGET2 System is open for the settlement of payments in euro;
#81">"Tier 1 Capital" means at any time tier 1 capital as interpreted and applied in accordance with the Applicable Banking Regulations;
#81">"Tier 2 Capital" means at any time tier 2 capital as interpreted and applied in accordance with the Applicable Banking Regulations;
#81">"Treaty" means the Treaty on the functioning of the European Union, as amended; and
#81">"Zero Coupon Note" means a Note specified as such in the relevant Final Terms.
- #82">(b) Interpretation: In these Conditions:
  - #82">(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable;
  - #82">(ii) if Talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;
  - #82">(iii) if Talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable;
  - #82">(iv) any reference to principal shall be deemed to include the Redemption Amount, any Instalment Amounts, any additional amounts in respect of principal which may be payable under Condition 11 (Taxation), any premium payable in respect of a Note and a...
  - #82">(v) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 11 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions;
  - #82">(vi) references to Notes being "outstanding" shall be construed in accordance with the Agency Agreement;
  - #82">(vii) if an expression is stated in Condition 2(a) (Definitions) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "not applicable" then such expression is no...
  - #82">(viii) any reference herein to Notes shall, unless the context otherwise requires, be deemed to include a reference to Receipts in respect of any Instalment Notes and any reference herein to Noteholders shall, unless the context otherwise requires, be...
#82">3. Form, Denomination and Title
#83">4. Status of the Senior Preferred Notes
- #83">(a) Application: This Condition 4 applies only to Notes specified in the relevant Final Terms as being Senior Preferred Notes.
- #83">(b) Status: The Senior Preferred Notes and any related Receipts or Coupons are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves. The payment obligations of the Issuer under the Senior P...
- #83">In relation to each Series of Senior Preferred Notes, all Notes of such Series will be treated equally and all amounts paid by the Issuer in respect of principal and/or interest thereon will be paid pro rata on all Notes of such Series.
- #83">(c) Waiver of set-off rights: Each holder of a Senior Preferred Note unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdiction...
#83">5. Status of the Senior Non-Preferred Notes
- #83">(a) Application: This Condition 5 applies only to Notes specified in the relevant Final Terms as being Senior Non-Preferred Notes.
- #83">(b) Status: The Senior Non-Preferred Notes and any related Receipts or Coupons are direct, unconditional, unsubordinated, unsecured and non-preferred obligations of the Issuer that are intended to qualify as strumenti di debito chirografario di second...
- #84">(c) Waiver of set-off rights: Each holder of a Senior Non-Preferred Note unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdic...
#84">6. Status of the Subordinated Notes
- #84">(a) Application: This Condition 6 applies only to Notes specified in the relevant Final Terms as being Subordinated Notes.
- #84">(b) Status: The Subordinated Notes and any related Receipts or Coupons are direct, unsecured and subordinated obligations of the Issuer that are intended to qualify for regulatory purposes as Tier 2 Instruments to be included in the Tier 2 Capital of ...
  - #84">(i) junior to all present or future unsecured and unsubordinated obligations of the Issuer (including, without limitation, any obligations under the Senior Notes) or any other present or future subordinated obligations of the Issuer which rank, or are...
  - #84">(ii) pari passu among themselves and with any other present or future obligations of the Issuer which do not rank, or are not expressed by their terms to rank, junior or senior to the Subordinated Notes; and
  - #84">(iii) senior to any present or future obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Subordinated Notes (including, without limitation, the claims of the shareholders of the Issuer and any other obligation...
- #85">(c) Waiver of set-off rights: Each holder of a Subordinated Note unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, i...
#85">7. Fixed Rate Note Provisions
- #85">(a) Application: This Condition 7 (Fixed Rate Note Provisions) is applicable to the Notes only if: (i) the Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable; or (ii) if a Change of Interest Basis is specified in ...
- #85">(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 11 (Payments). Each Note will cease to bear interest from th...
- #85">(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount ...
- #85">(d) Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the ...
#86">8. Floating Rate and CMS Linked Interest Note Provisions
- #86">(a) Application: This Condition 8 (Floating Rate and CMS Linked Interest Note Provisions) is applicable to the Notes only if: (i) the Floating Rate Note Provisions or CMS Linked Interest Note Provisions are specified in the relevant Final Terms as bei...
- #86">(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 11 (Payments). Each Note will cease to bear interest from th...
- #86">(c) Screen Rate Determination for Floating Rate Notes other than CMS Linked Interest Notes: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined and "CMS Rate" is ...
  - #86">(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination ...
  - #86">(ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
  - #86">(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable:
    - #86">(A) the Issuer and/or an independent advisor appointed by the Issuer will request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Inte...
    - #86">(B) the Calculation Agent will determine the arithmetic mean of such quotations; and
  - #87">(iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Prin...
- #87">(d) Screen Rate Determination for Floating Rate Notes which are CMS Linked Interest Notes: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined and "CMS Rate" is s...
- #87">(e) ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the...
  - #88">(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Final Terms;
  - #88">(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Final Terms; and
  - #88">(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank offered rate (LIBOR) for a currency, the first day of that Interest Period or (B) in any other case...
- #88">(f) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so speci...
- #88">(g) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note ...
- #88">(h) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment ...
- #88">(i) Notifications, etc.: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 8 (Floating Rate and CMS Linked Interest Note Provisions) ...
- #89">(j) Benchmark replacement:
  - #89">A. (1) If the Issuer or the Calculation Agent determines at any time prior to, on or following any Interest Determination Date, that the Relevant Screen Page on which appears the Reference Rate has been discontinued, or (2) following the adoption of a...
- #89">For the avoidance of doubt, the Paying Agent shall, at the direction and expense of the Issuer, effect such consequential amendments to the Agency Agreement and these Conditions as may be required in order to give effect to this Condition 8(j). No Not...
  - #90">B. The determination of the Replacement Reference Rate and the other matters referred to above by the Reference Rate Determination Agent will (in the absence of manifest error) be final and binding on the Issuer, the Calculation Agent, the Paying Agen...
  - #90">C. If the Reference Rate Determination Agent determines that the Relevant Screen Page on which appears the Reference Rate has been discontinued or a decision to withdraw the authorisation or registration as set out in Article 35 of the Benchmarks Regu...
  - #90">D. The Reference Rate Determination Agent may be (i) a leading bank or a broker-dealer in the principal financial centre of the Specified Currency (which may include one of the Dealers involved in the issue of the Notes) as appointed by the Issuer, (i...
#90">9. Zero Coupon Note Provisions
- #90">(a) Application: This Condition 9 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.
- #91">(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
  - #91">(i) the Reference Price; and
  - #91">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which al...
#92">10. Redemption and Purchase
- #92">(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Conditions 10(g) (Redemption of Subordinated Notes) and 11 (Paym...
- #92">(b) Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer (but subject, in the case of Subordinated Notes, to the prior approval of the Relevant Authority) in whole, but not in part:
  - #92">(i) at any time (if, neither the Floating Rate Note Provisions nor CMS Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable); or
  - #92">(ii) on any Interest Payment Date (if the Floating Rate Note Provisions or CMS Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable),
    - #92">(A) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 12 (Taxation) as a result of any change in, or amendment to, the laws or regulations of the Republic of Italy or any political subdivision or a...
    - #92">(B) such obligation cannot be avoided by the Issuer taking reasonable measures available to it; and
    - #92">(C) in the case of Subordinated Notes only if the circumstances under points (A) and (B) above have occurred within five years of the issue of the relevant Subordinated Notes, the Issuer demonstrates to the satisfaction of the Relevant Authority that ...
- #93">(c) Redemption for regulatory reasons:
  - #93">(i) Application: This Condition 10(c) applies only if (A) the Notes are specified in the relevant Final Terms as being Subordinated Notes; and (B) Condition 10(c) is specified in the relevant Final Terms as being applicable.
  - #93">(ii) Redemption: If, at any time the Issuer determines that a Regulatory Event has occurred, the Notes may be redeemed at the option of the Issuer (subject to Condition 10(g) (Redemption of Subordinated Notes) below), in whole, but not in part, at any...
- #93">(d) Redemption of Senior Notes due to a MREL Disqualification Event
- #94">(e) Redemption at the option of the Issuer: If the Call Option is specified in the relevant Final Terms as being applicable, the Notes may (subject, in the case of Subordinated Notes, to prior approval of the Relevant Authority) be redeemed at the opt...
- #94">In the case of Senior Notes, the call option pursuant to this Condition 10(e) shall be subject to Condition 10(n) (Redemption of Senior Preferred Notes and Senior Non-Preferred Notes).
- #94">In the case of Subordinated Notes, no call option in accordance with this Condition 10(e) may be exercised by the Issuer to redeem, in whole or in part, such Notes prior to the fifth anniversary of their Issue Date. Starting from the fifth anniversary...
- #95">(f) Partial redemption: If the Notes are to be redeemed in part only on any date in accordance with Condition 10(e) (Redemption at the option of the Issuer), the Notes to be redeemed shall be selected by the drawing of lots in such place as the Fiscal...
- #95">(g) Redemption of Subordinated Notes
- #95">Any redemption of the Subordinated Notes in accordance with Condition 10(a) (Scheduled redemption), Condition 10(b) (Redemption for tax reasons), Condition 10(c) (Redemption for regulatory reasons), Condition 10 (e) (Redemption at the option of the Is...
- #96">(h) Redemption at the option of Noteholders:
  - #96">(i) Application: This Condition 10(h) (Redemption at the option of Noteholders) is applicable only to Senior Preferred Notes or Senior Non-Preferred Notes and if the Put Option is specified in the relevant Final Terms as being applicable.
  - #96">(ii) Put Options: The Issuer shall, at the option of the holder of any Note redeem such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest (if ...
- #96">(i) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in Conditions 10(a) (Scheduled redemption) to 10(h) (Redemption at the option of Noteholders).
- #96">(j) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption, pursuant to Condition 10 (Redemption and Purchase), of a Zero Coupon Note at any time before the Maturity D...
  - #96">(i) the Reference Price; and
  - #96">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and ...
- #97">(k) Purchase: The Issuer or any of its Subsidiaries may purchase Notes in any manner and at any price, provided that:
  - #97">(i) all unmatured Coupons appertaining to the Notes are purchased with such Notes;
  - #97">(ii) in the case of Subordinated Notes, the purchase of the relevant Subordinated Notes by the Issuer or any of its Subsidiaries shall take place subject as provided in Condition 10(g) (Redemption of Subordinated Notes); and
  - #97">(iii) in the case of Senior Preferred Notes and Senior Non-Preferred Notes, the purchase of the relevant Senior Preferred Notes or Senior Non-Preferred Notes by the Issuer or any of its Subsidiaries shall take place subject as provided in Condition 10...
- #97">(l) Cancellation: All Notes which are so redeemed or purchased and subsequently surrendered for cancellation by the Issuer or any of its Subsidiaries and any unmatured Coupons and Receipts attached to or surrendered with them shall be cancelled and ma...
- #97">(m) Instalments: Unless previously redeemed, or purchased and cancelled (all as more fully described in this Condition 10), each Instalment Note will be redeemed in the Instalment Amounts and on the Instalment Dates specified in the applicable Final T...
- #97">(n) Redemption of Senior Preferred Notes and Senior Non-Preferred Notes
#98">11. Payments
- #98">(a) Principal: Payments of principal shall be made only against:
  - #98">(i) presentation and (provided that payment is made in full) surrender of Notes;
  - #98">(ii) in respect of any Instalment Amount which becomes due on an Instalment Date, presentation and (provided that payment is made in full) surrender of the appropriate Receipts,
- #98">(b) Interest: Payments of interest shall, subject to Condition 11(h) (Payments other than in respect of matured Coupons) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the S...
- #98">(c) Payments in New York City: Payments of principal or interest may be made at the Specified Office of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such P...
- #98">(d) Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to (i) any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 12 (Taxation) a...
- #98">(e) Deductions for unmatured Coupons: If the relevant Final Terms specifies that the Fixed Rate Note Provisions are applicable and a Note is presented without all unmatured Coupons relating thereto:
  - #99">(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, ho...
  - #99">(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:
    - #99">(A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the "Relevant Coupons") being equal to the amount of principal due for payment; provi...
    - #99">(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is...
- #99">(f) Unmatured Coupons void: If the relevant Final Terms specifies that this Condition 10(f) is applicable or that the Floating Rate Note Provisions or CMS Linked Interest Note Provisions are applicable, on the due date for final redemption of any Note...
- #99">(g) Payments on business days: If the due date for payment of any amount in respect of any Note or Coupon is not a Payment Business Day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until the...
- #100">(h) Payments other than in respect of matured Coupons: Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Specified Office of any Paying Agent outside the United States (o...
- #100">(i) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at the time of issue) attached to the Notes, the Talon attached to such Note may be exchanged at the Specified Office of the Fiscal Agent for further Coupons, a...
- #100">(j) Unmatured Receipts Void: If the relevant Final Terms specifies that this Condition 10(j) is applicable or that the Instalment Note provisions are applicable, on the due date for final redemption of any Note or early redemption in whole of such Not...
#100">12. Taxation
- #100">(a) Withholding and deduction: All payments of principal (if applicable) and interest in respect of the Notes and the Coupons by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any...
- #100">(b) Gross up: In the event that such withholding or deduction of taxes, duties, assessments, or governmental charges is required by law (as referred to in Condition 12(a)), the Issuer shall pay such additional amounts necessary for the net amounts rec...
  - #100">(i) in the Republic of Italy;
  - #100">(ii) by or on behalf of a holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its having some connection with the Republic of Italy other than the mere holding of such Note o...
  - #101">(iii) by a non-Italian resident entity or individual which is resident for tax purposes in a country which does not allow for a satisfactory exchange of information with the Italian tax authorities; or
  - #101">(iv) by an Italian resident, to the extent that interest is paid to an Italian individual or an Italian legal entity not carrying on a business (including, but not limited to (A) partnerships, de facto partnerships not carrying on a business and profe...
  - #101">(v) in all circumstances in which the requirements and procedures set forth in Decree 239 have not been met or complied with except where such requirements and procedures have not been met or complied with due to the actions or omissions of the Issuer...
  - #101">(vi) more than 30 days after the Relevant Date except to the extent that the relevant holder would have been entitled to such additional amounts if it had presented such Note or Coupon on the last day of such period of 30 days; or
  - #101">(vii) in respect of Notes or Coupons classified as atypical securities (titoli atipici) where such withholding or deduction is required under Law Decree No. 512 of 30 September 1983, as amended or supplemented from time to time.
- #101">(c) Taxing jurisdiction: If the Issuer becomes subject at any time to any taxing jurisdiction other than the Republic of Italy, references in these Conditions to in the Republic of Italy shall be construed as references to the Republic of Italy and/or...
#101">13. Events of Default
- #101">Events of Default: If any of the following events occurs:
  - #101">(i) Winding-up etc.: an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer (otherwise than for the purposes of or pursuant to an amalgamation, reorganisation or restructuring whilst solvent ...
  - #101">(ii) Analogous event: any event occurs which under the laws of the Republic of Italy has an analogous effect to any of the events referred to in paragraph (i) (Winding up, etc.) above,
#102">14. Prescription
#102">15. Replacement of Notes, Coupons and Receipts
#102">16. Agents
- #102">(a) the Issuer shall at all times maintain a Fiscal Agent; and
- #102">(b) if a Calculation Agent is specified in the relevant Final Terms, the Issuer shall at all times maintain a Calculation Agent; and
- #102">(c) the Issuer shall at all times maintain a Paying Agent outside the Republic of Italy; and
- #102">(d) if and for so long as the Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system the rules of which require the appointment of a Paying Agent in any particular place, the Issuer sha...
#103">17. Meetings of Noteholders; Modification, Waiver and Substitution
- #103">(a) Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made i...
- #103">(b) Modification: The Notes and these Conditions may be amended without the consent of the Noteholders or the Couponholders to correct a manifest error. In addition, the parties to the Agency Agreement may agree to modify any provision thereof, but th...
- #103">(c) Modification or Substitution of Subordinated Notes following a Regulatory Event or a Tax Event
  - #104">(i) other than in respect of the effectiveness and enforceability of Condition 23 (Contractual Recognition of Bail-in Powers), have the terms not less favourable to the holders of Subordinated Notes, certified by the Issuer acting reasonably following...
  - #104">(ii) are listed or admitted to trading on a recognised stock exchange if the Subordinated Notes were listed or admitted to trading immediately prior to such modification or substitution; and
  - #104">(iii) are not subject, at the time of, or immediately following, such modification or substitution, to any early redemption right for taxation reasons.
- #104">(d) Modification or Substitution of Senior Preferred Notes and Senior Non-Preferred Notes following a MREL Disqualification Event
  - #105">(i) other than in respect of the effectiveness and enforceability of Condition 23 (Contractual Recognition of Bail-in Powers), have terms not materially less favourable to a holder of the Senior Preferred Notes, certified by the Issuer acting reasonab...
  - #105">(ii) are listed or admitted to trading on a recognised stock exchange if the Senior Preferred Notes were listed or admitted to trading immediately prior to such modification or substitution.
  - #106">(i) other than in respect of the effectiveness and enforceability of Condition 23 (Contractual Recognition of Bail-in Powers), have terms not materially less favourable to a holder of the Senior Non-Preferred Notes, certified by the Issuer acting reas...
#106">18. Further Issues
#106">19. Notices
#106">20. Currency Indemnity
#107">21. Rounding
#107">22. Governing Law and Jurisdiction
- #107">(a) Governing law: The Notes and any non-contractual obligations arising out of or in connection with the Notes are governed by English law, except for Conditions 4 (Status of the Senior Preferred Notes), 5 (Status of the Senior Non-Preferred Notes), ...
- #107">(b) English courts: The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or in connection with the Notes (including a dispute relating to the existence, validity or termination of the Notes or any non-co...
- #107">(c) Appropriate forum: The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.
- #107">(d) Rights of the Noteholders to take proceedings outside England: Condition 22(b) (English courts) is for the benefit of the Noteholders only. As a result, nothing in this Condition 22 (Governing Law and Jurisdiction) prevents any Noteholder from tak...
- #108">(e) Process agent: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Wilmington Trust SP Services (London) Limited ...
#108">23. Contractual Recognition of Bail-in Powers
- #108">(i) the effects of the exercise of the Bail-In Power by the Relevant Authority, which exercise may include and result in any of the following, or some combination thereof: (A) the reduction of all, or a portion, of the principal amount in respect of t...
- #108">(ii) the variation of these Conditions, as deemed necessary by the Relevant Authority, to give effect to the exercise of the Bail-In Power by the Relevant Authority.
#109">"Bail-in Power" means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of credit institutions, investment firms and/or Group Entities incorporate...
#109">"Group Entity" means the Issuer or any legal person that is part of the Group;
#109">"Resolution Power" means any statutory write-down, transfer and/or conversion power existing from time to time under any laws regulations, rules or requirements relating to the resolution of the Issuer or any other entities of the Group, including bu...
#109">"SRM Regulation" means Regulation (EU) No 806/2014 of the European Parliament and Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a ...
#110">FORM OF FINAL TERMS
#132">OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
- #132">(a) in the case of first exchange, the prompt delivery (free of charge to the bearer) of such Permanent Global Note, duly authenticated and (in the case of an NGN) effectuated, to the bearer of the Temporary Global Note; or
- #132">(b) in the case of any subsequent exchange, an increase in the principal amount of such Permanent Global Note in accordance with its terms,
- #133">(a) a Permanent Global Note has not been delivered or the principal amount thereof increased by 5.00 p.m. (Luxembourg time) on the seventh day after the bearer of a Temporary Global Note has requested exchange of an interest in the Temporary Global No...
- #133">(b) Definitive Notes have not been delivered by 5.00 p.m. (Luxembourg time) on the forty-fifth day after the bearer of a Temporary Global Note has requested exchange of the Temporary Global Note for Definitive Notes; or
- #133">(c) a Temporary Global Note (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of a Temporary Global Note has occurred and, in either case, payment in full of the ...
- #134">(a) Definitive Notes have not been delivered by 5.00 p.m. (Luxembourg time) on the forty-fifth day after the bearer of a Permanent Global Note has duly requested exchange of the Permanent Global Note for Definitive Notes; or
- #134">(b) a Permanent Global Note (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of the Notes has occurred and, in either case, payment in full of the amount of princi...
#134">Payments: All payments in respect of the Global Note will be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of the Global Note to or to the order of any Paying Agent and will b...
#135">Exercise of put option: In order to exercise the option contained in Condition 10(h) (Redemption at the option of Noteholders), the bearer of the Permanent Global Note must, within the period specified in the Conditions for the deposit of the releva...
#135">Partial exercise of call option: In connection with an exercise of the option contained in Condition 10(e) (Redemption at the option of the Issuer) in relation to some only of the Notes, the Permanent Global Note may be redeemed in part in the princ...
#135">Notices: Notwithstanding Condition 19 (Notices), while all the Notes are represented by a Permanent Global Note (or by a Permanent Global Note and/or a Temporary Global Note) and the Permanent Global Note is (or the Permanent Global Note and/or the ...
#135">Payment Business Day: Notwithstanding the definition of "Payment Business Day" in Condition 2(a) (Definitions), while all the Notes are represented by a Permanent Global Note (or by a Permanent Global Note and/or a Temporary Global Note) and the Per...
- #135">(a) if the currency of payment is euro, any day which is a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or
- #135">(b) if the currency of payment is not euro, any day which is a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre.
#136">DESCRIPTION OF THE ISSUER
#142">specialised loan products (e.g. leasing, extraordinary finance products, foreign, factoring, hire and debt collection);
#142">specific products and services (e.g. payment systems, payment cards, finance, equity intermediation);
#142">support finance products (e.g. ordinary credit, consumer credit and residential mortgages);
#142">financial and insurance products; and
#142">administrative services.
#142">a focus on providing support to the BCCs in the development of their market of reference through the exploitation of market share established by the BCCs and by their "elective" customers both current and potential (expansion of the customer base on...
#142">the full application of the new service model (from supplier to partner) through the capacity of the Issuer to make its products/services/expertise available directly to the individual BCC branch (i.e. integration of the Issuer in the distribution c...
#142">capital adequacy, supervision of liquidity in line with the service role held by the Group, and joint management of the risks;
#142">containment of the costs through the implementation of economies of scale, rationalisation and simplification of the organisational and company structure; and
#142">conclusion of partnerships.
#143">1. Finance and Credit;
#143">2. Payment Systems; and
#143">3. Corporate Centre.
- #157">(b) supporting the BCCs in the agricultural sector;
- #157">(c) developing relations with companies, within the BCCs areas, which have a strong international approach;
- #157">(d) being the main key centre for subsidised loans for the BCCs;
- #157">(e) funding the needs of the BCCs by, for example, granting overdrafts, ceilings and maximum operational limits;
- #157">(f) developing, with the cooperative community, loans pooled with the BCCs to the members of Confcooperative organisation (the Confederation of Italian Cooperatives); and
- #157">(g) the expansion of business activity with large corporate entities, consistent with the development of relations between these companies, the BCCs and the payment and electronic money services offered by the Issuer.
#158">Capital Ratios
#166">TAXATION
#166">1. Tax treatment of Notes which qualify as "obbligazioni" (bonds) or "titoli similari alle obbligazioni" (securities similar to bonds)
- #166">1.1 Italian resident Noteholders
  - #166">(a) an individual not engaged in an entrepreneurial activity to which the Notes are connected (unless he has opted for the application of the risparmio gestito regime … see under "Capital gains tax" below);
  - #166">(b) a non-commercial partnership;
  - #166">(c) a non-commercial private or public institution; or
  - #166">(d) an investor exempt from Italian corporate income taxation,
- #168">1.2 Non-Italian resident Noteholders
  - #168">(a) resident, for tax purposes, in a country which allows for a satisfactory exchange of information with the Republic of Italy (the "White List States") as listed, pursuant to Article 11, paragraph 4, of Decree 239, in the Ministerial Decree of 4 Sep...
  - #168">(b) an international body or entity set up in accordance with international agreements which have entered into force in the Republic of Italy; or
  - #168">(c) a Central Bank or an entity which manages, inter alia, the official reserves of a foreign State; or
  - #168">(d) an "institutional investor", whether or not subject to tax, which is established in a country which allows for a satisfactory exchange of information with the Republic of Italy.
  - #168">(a) deposit, directly or indirectly, the Notes with a resident bank or SIM or a permanent establishment in the Republic of Italy of a non-Italian resident bank or SIM or with a non-Italian resident entity or company participating in a centralised secu...
  - #168">(b) file with the relevant depository, prior to or concurrently with the deposit of the Notes, a statement of the relevant Noteholder, which remains valid until withdrawn or revoked, in which the Noteholder declares to be eligible to benefit from the ...
#169">2. Interest and other proceeds from Notes not having 100 per cent. capital protection guaranteed by the Issuer
#169">3. Capital gains tax
- #170">(a) Under the "tax declaration" regime (regime della dichiarazione), which is the default regime for Italian resident individuals not engaged in an entrepreneurial activity to which the Notes are connected, the imposta sostitutiva on capital gains wil...
- #170">(b) As an alternative to the tax declaration regime, Italian resident individual Noteholders holding the Notes not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sal...
- #170">(i) the Notes being deposited with Italian banks, SIMs or certain authorised financial intermediaries; and
- #170">(ii) an express election for the risparmio amministrato regime being timely made in writing by the relevant Noteholder.
  - #171">(c) Under the "asset management" regime (the "risparmio gestito" regime), any capital gains realised by Italian resident individuals holding the Notes not in connection with an entrepreneurial activity who have entrusted the management of their financ...
#171">Subject to certain limitations and requirements (including a minimum holding period), Italian resident individuals not engaged in an entrepreneurial activity or social security entities pursuant to Legislative Decree No. 509 of 30 June 1994 and Legisl...
#171">Any capital gains realised by a Noteholder who is an Italian real estate investment fund will neither be subject to imposta sostitutiva nor to any other income tax at the level of the real estate investment fund.
#171">Any capital gains realised by a Noteholder which is a Fund (as defined above), a SICAV or a SICAF will be included in the results of the relevant portfolio accrued at the end of the tax period. The Fund, the SICAV or the SICAF will not be subject to t...
- #172">(a) resident in a White List State;
- #172">(b) an international entity or body set up in accordance with international agreements which have entered into force in the Republic of Italy;
- #172">(c) a Central Bank or an entity which manages, inter alia, the official reserves of a foreign State; or
- #172">(d) an "institutional investor", whether or not subject to tax, which is established in a country which allows for a satisfactory exchange of information with the Republic of Italy.
#172">4. Inheritance and gift taxes
- #172">(a) transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or gift exceeding 1,000,000;
- #172">(b) transfers in favour of relatives to the fourth degree or relatives-in-law to the third degree are subject to an inheritance and gift tax at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/s...
- #172">(c) any other transfer is subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or gift.
#172">5. Transfer tax
#173">6. Stamp duty
#175">SUBSCRIPTION AND SALE
- #176">(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
- #176">(ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
- #176">(iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"), and
- #176">a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
- #176">b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
- #176">c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
- #177">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
  - #177">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and
  - #177">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
    - #177">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    - #177">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
- #177">(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
- #177">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
- #177">(a) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Consolidated Finance Act"), as implemented by Article 35, paragraph 1(d) of CONSOB Regulation N...
- #177">(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Consolidated Finance Act and its implementing of CONSOB Regulations including Regulation No. 11971.
- #178">(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Consolidated Finance Act, CONSOB Regulation No. 20307 and the Consolidated Banking Act (in each case as...
- #178">(b) in compliance with Article 129 of the Consolidated Banking Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time; and
- #178">(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB, Bank of Italy or any other Italian authority.
#179">GENERAL INFORMATION
- #181">(a) the Agency Agreement;
- #181">(b) the Deed of Covenant;
- #181">(c) the Dealer Agreement;
- #181">(d) the Programme Manual (being a manual signed for the purposes of identification by the Issuer and the Fiscal Agent, containing suggested forms and operating procedures for the Programme, including the forms of the Notes in global and definitive form);
- #181">(e) any Final Terms relating to Notes which are listed on any stock exchange (save that Final Terms relating to Notes which are neither admitted to trading on a regulated market in the European Economic Area or offered in the European Economic Area in...
- #181">(f) this Base Prospectus and any supplement to this Base Prospectus and any other document incorporated by reference herein on therein;
- #181">(g) the By-laws of the Issuer;
- #181">(h) the audited consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2017;
- #181">(i) the audited consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2016; and
- #181">(j) the unaudited consolidated half-yearly financial statements in respect of the Issuer as at and for the six months ended 30 June 2018.
- #181">Notes may be issued at any price. The issue price of each Tranche of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing market conditions and the issue ...
- #182">The yield of each Tranche of Notes set out in the applicable Final Terms will be calculated as of the relevant issue date on an annual or semi-annual basis using the relevant issue price. It is not an indication of future yield.
- #182">Post-issuance information
- #182">The Issuer does not intend to provide any post-issuance information, except if required by any applicable laws and regulations.