Obligation Italia 2.25% ( IT0003621452 ) en EUR

Italia

100 % ▼

Italie

IT0003621452 ( en EUR )

2.25% par an ( paiement annuel )

31/07/2019 - Obligation échue

Prospectus brochure de l'obligation Italy IT0003621452 en EUR 2.25%, échue

1 000 EUR

750 000 000 EUR

L'Italie est une république parlementaire en Europe du Sud, connue pour son riche patrimoine culturel, son art, sa cuisine et sa mode, ainsi que pour son économie diversifiée.

L'Obligation émise par Italia ( Italie ) , en EUR, avec le code ISIN IT0003621452, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/07/2019

SIMPLIFIED BASE PROSPECTUS

REPUBLIC OF ITALY
Programme for the
Issuance of Debt Instruments
Application may be made to the Luxembourg Stock Exchange for debt instruments (the "Instruments") issued
under the programme (the "Programme") described in this Simplified Base Prospectus to be admitted to listing
on the official list and trading on the regulated market of the Luxembourg Stock Exchange on an issue by issue
basis from the date hereof. The regulated market of the Luxembourg Stock Exchange is a regulated market for the
purposes of Directive 2014/65/EU on Markets in Financial Instruments (as amended, "MiFID II"). The
Programme also permits Instruments to be issued on an unlisted basis 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
between the Issuer and the relevant Dealer.
This Simplified Base Prospectus does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129
(as amended, the "Prospectus Regulation"), nor does it constitute a prospectus pursuant to Part II of the
Luxembourg law on the prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 16
July 2019 (the "Luxembourg Prospectus Law") or a simplified prospectus pursuant to Part III of the
Luxembourg Prospectus Law. See "Important Notices".
_______________
Arranger
IMI INTESA SANPAOLO
Dealers
BANCA MONTE DEI PASCHI DI SIENA
BARCLAYS
BBVA
BNP PARIBAS
BOFA SECURITIES
CITIGROUP
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
GOLDMAN SACHS BANK EUROPE SE
HSBC
IMI - INTESA SANPAOLO
J.P. MORGAN
MIZUHO
MORGAN STANLEY
NATIXIS
NATWEST MARKETS
SANTANDER CORPORATE & INVESTMENT
NOMURA
BANKING
SOCIÉTÉ GÉNÉRALE CORPORATE
UNICREDIT
& INVESTMENT BANKING
14 December 2023
10272586491-v4
- 1 -
47-41065149

TABLE OF CONTENTS
Page
IMPORTANT NOTICES ....................................................................................................................................... 3
SUMMARY OF THE PROGRAMME .................................................................................................................. 7
TERMS AND CONDITIONS OF THE INSTRUMENTS .................................................................................. 12
FORMS OF THE INSTRUMENTS ..................................................................................................................... 43
SUMMARY OF PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM ........ 47
FORM OF FINAL TERMS .................................................................................................................................. 51
USE OF PROCEEDS ........................................................................................................................................... 62
ITALIAN TAXATION ........................................................................................................................................ 63
SUBSCRIPTION AND SALE ............................................................................................................................. 67
RECENT DEVELOPMENTS .............................................................................................................................. 69
GENERAL INFORMATION ............................................................................................................................... 69
10272586491-v4
- 2 -
47-41065149

IMPORTANT NOTICES
The Republic of Italy (the "Issuer"), acting through the Director of Direction II of the Treasury Department,
delegated by the Director General of the Treasury Department and empowered thereunto by the Minister of
Economy and Finance, accepts responsibility for the information contained in this Simplified Base Prospectus.
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 Simplified Base Prospectus is in accordance with the facts and does
not omit anything likely to affect the import of such information.
References herein to the "Programme Date" are to the date specified on the cover of the Simplified Base
Prospectus.
This Simplified Base Prospectus should be read and construed with any amendment or supplement thereto and
with any other documents incorporated by reference and, in relation to any Series (as defined herein) of
Instruments, should be read and construed together with the relevant Final Terms (as defined herein).
This Simplified Base Prospectus does not comprise a prospectus or a base prospectus under the Prospectus
Regulation or a document for listing purposes in relation to the Euro MTF market of the Luxembourg Stock
Exchange.
This Simplified Base Prospectus neither constitutes a prospectus pursuant to Part II of the Luxembourg Prospectus
Law nor a simplified prospectus pursuant to Part III of the Luxembourg Prospectus Law. Accordingly, this
Simplified Base Prospectus does not purport to meet the format and the disclosure requirements of the Prospectus
Regulation and Commission Delegated Regulation (EU) 2019/980 and it has not been, and will not be, submitted
for approval to any competent authority within the meaning of the Prospectus Regulation and in particular the
Luxembourg Commission de Surveillance du Secteur Financier, which is the Luxembourg competent authority
for the purpose of the Prospectus Regulation and one of the competent authorities under the Luxembourg
Prospectus Law. The Instruments, issued pursuant to this Simplified Base Prospectus, will therefore not qualify
for the benefit of the single European passport pursuant to the Prospectus Regulation.
The Issuer has confirmed to the dealers (the "Dealers") named under "Subscription and Sale" below that the
Simplified Base Prospectus is true, accurate and complete in all material respects and is not misleading; that the
opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there are
no other facts in relation to the information contained or incorporated by reference in this Simplified Base
Prospectus the omission of which would, in the context of the Programme or the issue of the Instruments, 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. The Issuer has further confirmed to the Dealers that
this Simplified Base Prospectus (together with the relevant Final Terms) contains all such information as may be
required by all applicable laws, rules and regulations.
No person has been authorised by the Issuer to give any information or to make any representation not contained
in or not consistent with this Simplified 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 Simplified Base Prospectus.
Neither the delivery of this Simplified Base Prospectus or any Final Terms nor the offering, sale or delivery of
any Instrument shall, in any circumstances, create any implication that the information contained in this Simplified
Base Prospectus is true subsequent to the date thereof or the date upon which this Simplified Base Prospectus has
been most recently amended or supplemented or that there has been no adverse change in the financial situation
of the Issuer since the date thereof or, if later, the date upon which this Simplified Base Prospectus has been most
recently amended or 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.
The distribution of this Simplified Base Prospectus and any Final Terms and the offering, sale and delivery of the
Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Simplified Base
10272586491-v4
- 3 -
47-41065149

Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and
to observe any such restrictions.
The Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may include Instruments in bearer form which are subject to U.S. tax law requirements.
Instruments may not be offered, sold or delivered within the United States, or to or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a
description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of this
Simplified Base Prospectus or any Final Terms and other offering material relating to the Instruments, see
"Subscription and Sale".
Neither this Simplified Base Prospectus nor any Final Terms may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such an offer or solicitation.
Neither this Simplified Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Instruments and should not be considered as a recommendation by the Issuer, the Dealers or any
of them that any recipient of this Simplified Base Prospectus or any Final Terms should subscribe for or purchase
any Instruments. Each recipient of this Simplified Base Prospectus or any Final Terms shall be taken to have made
its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
The maximum aggregate principal amount of Instruments outstanding at any one time under the Programme will
not exceed U.S.$80,000,000,000 (and for this purpose, any Instruments denominated in another currency shall be
translated into U.S. dollars at the date of the agreement to issue such Instruments using the spot rate of exchange
for the purchase of such currency against payment of U.S. dollars being quoted by the Fiscal Agent on the date
on which the relevant agreement in respect of the relevant Tranche (as defined herein) was made or such other
rate as the Issuer and the relevant Dealer may agree). The maximum aggregate principal amount of Instruments
which may be outstanding and guaranteed at any one time under the Programme may be increased from time to
time, subject to compliance with the relevant provisions of the Amended and Restated Dealership Agreement as
defined under "Subscription and Sale".
In relation to any issue of Instruments (other than in respect of Instruments in dematerialised form) which, as set
out in the Final Terms thereto, have denominations consisting of a minimum Denomination plus one or more
higher integral multiples of another smaller amount, it is possible that such Instruments may be traded in amounts
that are not integral multiples of such minimum Denomination. In such a case, a holder who, as a result of trading
such amounts, holds an amount which is less than the minimum Denomination in an account with Euroclear or
Clearstream, Luxembourg (as defined below) at the relevant time may not receive a definitive Instrument in
respect of such holding (should definitive Instruments be printed) and would need to purchase a principal amount
of Instruments such that the holding amounts to a minimum Denomination.
Tranches of Instruments issued under the Programme may be rated or unrated. Where a Tranche of Instruments
is rated, the applicable rating(s) will be specified in the relevant Final Terms. Such rating will not necessarily be
the same as the rating(s) assigned to the Issuer or to Instruments already issued. Whether or not each credit rating
applied for in relation to a relevant Tranche of Instruments will be (1) issued by a credit rating agency established
in the European Economic Area (the "EEA") and registered under Regulation (EC) No. 1060/2009, as amended
(the "CRA Regulation") or (2) issued by a credit rating agency which is not established in the EEA but will be
endorsed by a CRA which is established in the EEA and registered under the CRA Regulation or (3) issued by a
credit rating agency which is not established in the EEA but which is certified under the CRA Regulation, will be
disclosed in the Final Terms. In general, European Union 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 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 and such registration has not been refused. If the status of the rating agency rating the Instruments
changes, European Union regulated investors may no longer be able to use the rating for regulatory purposes and
the Instruments may have a different regulatory treatment. This may result in European Union regulated investors
selling the Instruments which may impact the value of the Instruments and any secondary market. A rating is not
a recommendation to buy, sell or hold Instruments and may be subject to suspension, change or withdrawal at any
time by the assigning rating agency.
10272586491-v4
- 4 -
47-41065149

The European Securities and Markets Authority ("ESMA") is obliged to maintain on its website,
www.esma.europa.eu, a list of credit rating agencies registered and certified in accordance with the CRA
Regulation. This list must be updated within 5 working days of ESMA's adoption of any decision to withdraw the
registration of a credit rating agency under the CRA Regulation. The ESMA website is not incorporated by
reference into, nor does it form part of, this Simplified Base Prospectus.
Prospective investors who are European regulated investors should note that, in general, they are restricted from
using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EEA
and registered under the CRA Regulation or (1) the rating is provided by a credit rating agency not established in
the EEA but is endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation
or (2) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA
Regulation.
Interest payable under the Instruments may be calculated by reference to certain benchmarks. The Final Terms
for any such Instruments will indicate the details of the administrators of such benchmarks, including details of
whether or not each such administrator's name appears on the register of administrators and benchmarks
established and maintained by the ESMA pursuant to article 36 of Regulation (EU) 2016/1011 (as amended, the
"Benchmarks Regulation").
Product Governance under MiFID II
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, 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 Final Terms in respect of any Instruments may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Instruments and which channels for distribution
of the Instruments are appropriate. Any person subsequently offering, selling or recommending the Instruments
(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 Instruments (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
The Issuer is exempt from MiFID II and does not constitute a manufacturer or a distributor under the MiFID II
Product Governance Rules set out in EU Delegated Directive 2017/593. The Issuer is therefore not subject to the
responsibilities conferred on manufacturers or distributors therein.
All references in this Simplified Base Prospectus to "U.S.$", "U.S. dollars" or "USD" are to the lawful currency
of the United States of America, all references to "£", "Sterling" and "GBP" are to Pounds Sterling and all
references to "", "Euro", "euro" or "EUR" 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.
DOCUMENTS INCORPORATED BY REFERENCE
All amendments and supplements to this Simplified Base Prospectus prepared by the Issuer from time to time
shall be deemed to be incorporated in, and to form part of, this Simplified Base Prospectus save that any statement
contained in this Simplified Base Prospectus or in any of the documents incorporated by reference in, and forming
part of, this Simplified Base Prospectus shall be deemed to be modified or superseded for the purpose of this
Simplified Base Prospectus to the extent that a statement contained in any document subsequently incorporated
by reference modifies or supersedes such statement.
The Issuer will undertake, in connection with the admission to listing on the official list and trading of the
Instruments on the regulated market of the Luxembourg Stock Exchange or the admission of the Instruments to
listing, trading and/or quotation by any other listing authorities, stock exchanges and/or quotation systems, that
if, while Instruments of the Issuer are outstanding and admitted to trading on the regulated market of the
Luxembourg Stock Exchange or admitted to listing, listing and trading and/or quotation on any other listing
authorities, stock exchanges and/or quotation systems, there shall occur any adverse change in the financial
situation of the Issuer or any change in the information set out under "Terms and Conditions of the Instruments"
10272586491-v4
- 5 -
47-41065149

that is material in the context of issuance under the Programme which is not reflected in this Simplified Base
Prospectus (or any of the documents incorporated by reference in this Simplified Base Prospectus) the Issuer will
prepare or procure the preparation of an amendment or supplement to this Simplified Base Prospectus or, as the
case may be, publish a new Simplified Base Prospectus for use in connection with any subsequent issue by the
Issuer of Instruments to be admitted to trading on the regulated market of the Luxembourg Stock Exchange or
admitted to listing, listing and trading and/or quotation on any other listing authorities, stock exchanges and/or
quotation systems. The Issuer will, at the specified offices of the Paying Agent, provide, free of charge, upon the
oral or written request therefor, a copy of this Simplified Base Prospectus (or any document incorporated by
reference in this Simplified Base Prospectus). Written or oral requests for such documents should be directed to
the specified office of the Paying Agent or the specified office of the Listing Agent in Luxembourg.
In this Simplified Base Prospectus, references to websites or uniform resource locators (URLs) are inactive textual
references. The contents of any such website or URL shall not form part of, or be deemed to be incorporated into,
this Simplified Base Prospectus.
In connection with the issue of any Tranche of Instruments, 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 Instruments or effect transactions with a view to supporting the market price of the
Instruments 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 Instruments 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 Instruments and 60 days after the date of the allotment of the relevant
Tranche of Instruments. 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.
10272586491-v4
- 6 -
47-41065149

SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read in conjunction with the rest of this document and, in
relation to any Instruments, in conjunction with the relevant Final Terms and, to the extent applicable, the Terms
and Conditions of the Instruments set out herein.
Issuer:
The Republic of Italy, acting through the Director of Direction

II of the Treasury Department, delegated by the Director
General of the Treasury Department and empowered thereunto
by the Minister of Economy and Finance.

Arranger:
Intesa Sanpaolo S.p.A.

Dealers:
Banca Monte dei Paschi di Siena S.p.A., Banco Bilbao

Vizcaya Argentaria, S.A., Banco Santander, S.A., Barclays
Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA,
Citibank Europe plc, Crédit Agricole Corporate and
Investment Bank, Deutsche Bank Aktiengesellschaft,
Goldman Sachs Bank Europe SE, HSBC Continental Europe,
Intesa Sanpaolo S.p.A., J.P. Morgan SE, Mizuho Securities
Europe GmbH, Morgan Stanley Europe SE, Natixis SA,
NatWest Markets N.V., Nomura Financial Products Europe
GmbH, Société Générale and UniCredit S.p.A and any other
dealer appointed from time to time by the Issuer in respect of
the Programme.

Fiscal Agent:
Citibank, N.A., London Branch.

Registrar:
Citibank, N.A., London Branch.

Luxembourg Listing Agent:
Banque Internationale à Luxembourg S.A.

Authorised Amount:
U.S.$80,000,000,000 (and, for this purpose, any Instruments

denominated in another currency shall be translated into U.S.
dollars at the date of the agreement to issue such Instruments
using the spot rate of exchange for the purchase of such
currency against payment of U.S. dollars being quoted by the
Fiscal Agent on the date on which the relevant agreement in
respect of the relevant Tranche (as defined below) was made
or such other rate as the Issuer and the relevant Dealer may
agree) in aggregate principal amount of Instruments
outstanding at any one time. The maximum aggregate
principal amount of Instruments which may be outstanding
under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the
Amended and Restated Dealership Agreement as defined
under "Subscription and Sale".

Issuance in Series:
Instruments will be issued in series (each, a "Series"). Each

Series may comprise one or more tranches ("Tranches" and
each, a "Tranche") issued on different issue dates. The
Instruments of each Series will all be subject to identical terms,
except that (i) the issue date and the amount of the first
payment of interest may be different in respect of different
Tranches and (ii) (other than in respect of Dematerialised
Instrument) a Series may comprise Instruments in bearer form
and Instruments in registered form and Instruments in more
than one denomination. The Instruments of each Tranche will
10272586491-v4
- 7 -
47-41065149

all be subject to identical terms in all respects, save that (other
than in respect of Dematerialised Instrument) a Tranche may
comprise Instruments in bearer form and Instruments in
registered form and may comprise Instruments of different
denominations.

Form of Instruments:
Instruments may be issued in bearer form, in registered form
or in dematerialised form in compliance with all applicable
laws and regulations including Italian Presidential Decree
dated 30 December 2003, No. 398, Italian Legislative Decree
dated 24 February 1998, No. 58 ("Legislative Decree No.
58"), and Italian Legislative Decree dated 24 June 1998, No.
213, in each case as amended and integrated from time to time.

Each Tranche of Instruments issued in bearer form will
initially be in the form of either a Temporary Global
Instrument or a Permanent Global Instrument (each as defined
in the Conditions), in each case as specified in the relevant
final terms in respect of such Tranche of Instruments (each, a
"Final Terms"). Each Global Instrument which is not
intended to be issued in new global note form (a "Classic
Global Instrument" or "CGN"), as specified in the relevant
Final Terms, will be deposited on or around the relevant issue
date with a depositary or a common depositary for Euroclear
Bank SA/NV ("Euroclear") and/or Clearstream Banking,
S.A. ("Clearstream, Luxembourg") and/or any other
relevant clearing system and each Global Instrument which is
intended to be issued in new global note form (a "New Global
Instrument" or "NGN"), as specified in the relevant Final
Terms, will be deposited on or around the relevant issue date
with a common safekeeper for Euroclear and/or Clearstream,
Luxembourg. Each Temporary Global Instrument will be
exchangeable for a Permanent Global Instrument or, if so
specified in the relevant Final Terms, for Instruments in
definitive bearer form and/or (in the case of a Series
comprising both bearer and registered Instruments and if so
specified in the relevant Final Terms) registered form in
accordance with its terms. If the TEFRA D Rules are specified
in the relevant Final Terms as applicable, certification as to
non-U.S. beneficial ownership will be a condition precedent to
any exchange of an interest in a Temporary Global Instrument
or receipt of any payment of interest in respect of a Temporary
Global Instrument. Each Permanent Global Instrument will be
exchangeable for Definitive Instruments (as defined in the
Conditions) and/or (in the case of a Series comprising both
bearer and registered Instruments and if so specified in the
relevant Final Terms) registered form in accordance with its
terms. Definitive Instruments will, if interest-bearing, have
interest coupons ("Coupons") attached and, if appropriate, a
talon ("Talon") for further Coupons.

Each Tranche of Registered Instruments will be in the form of
either Individual Instrument Certificates or a Global
Registered Instrument, in each case as specified in the relevant
Final Terms. Each Tranche of Instruments represented by a
Global Registered Instrument will either be: (a) in the case of
an Instrument which is not to be held under the new
safekeeping structure ("New Safekeeping Structure" or
"NSS"), registered in the name of a common depositary (or its
nominee) for Euroclear and/or Clearstream, Luxembourg
10272586491-v4
- 8 -
47-41065149

and/or any other relevant clearing system and the relevant
Global Registered Instrument will be deposited on or about the
issue date with the common depositary; or (b) in the case of an
Instrument to be held under the New Safekeeping Structure,
be registered in the name of a common safekeeper (or its
nominee) for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system and the relevant
Global Registered Instrument will be deposited on or about the
issue date with the common safekeeper for Euroclear and/or
Clearstream, Luxembourg. A Global Registered Instrument
will be exchangeable for Individual Instrument Certificates in
accordance with its terms.

Each Tranche of Instruments issued in dematerialised form
(forma dematerializzata) will be issued pursuant to Italian
Legislative Decree No. 213 of 24 June 1998 (as amended) and
Legislative Decree No. 58, and represented by book entry
interests created in the records of Monte Titoli. Title to
Instruments in dematerialised form will be established or
transferred by way of book entries in the records of Monte
Titoli. For holders holding rights through Euroclear or
Clearstream, Luxembourg, Euroclear or Clearstream,
Luxembourg will appear as the titleholder in the records of
Monte Titoli. No physical document of title will be issued in
respect of the Instruments. However, the holders may ask the
relevant intermediaries for certification pursuant to Article 83-
quinquies and 83-sexies of Legislative Decree No. 58.

Instruments in one form may not be exchanged for Instruments
in another form, other than Instruments in bearer form which
may be exchangeable for Instruments in registered form.

Currencies:
Instruments may be denominated in any currency or currencies

(including, without limitation, Australian Dollars ("AUD"),
Canadian Dollars ("CAD"), Czech Koruna ("CZK"), Danish
Kroner ("DKK"), Euro, Hong Kong Dollars ("HKD"),
Japanese Yen ("JPY"), New Zealand Dollars ("NZD"),
Norwegian Kroner ("NKR"), Polish Zloty ("PLN"), Sterling,
South African Rand ("ZAR"), Swedish Kronor ("SEK"),
Swiss Francs ("CHF") and U.S. dollars) subject to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.

Status:
Instruments will be issued on an unsubordinated basis.

Issue Price:
Instruments may be issued at any price and either on a fully or

partly paid basis, as specified in the relevant Final Terms.

Maturities:
Any maturity, subject, in relation to specific currencies, to

compliance with all applicable legal and/or regulatory and/or
central bank requirements.

Redemption:
Instruments may be redeemable at par or at such other

Redemption Amount (detailed in a formula or otherwise) as
may be specified in the relevant Final Terms.

Early Redemption:
Early redemption will be permitted only to the extent specified

in the relevant Final Terms.

10272586491-v4
- 9 -
47-41065149

Interest:
Instruments may be interest-bearing or non-interest bearing.

Interest (if any) may accrue at a fixed or floating rate and may
vary during the lifetime of the relevant Series.

Denominations:
Instruments will be issued in such denominations as may be

specified in the relevant Final Terms, subject to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.

Where Instruments have a maturity of less than one year and
either (a) the issue proceeds are received by the Issuer in the
United Kingdom or (b) the activity of issuing the Instruments
is carried on from an establishment maintained by the Issuer
in the United Kingdom, such Instruments must: (i) have a
minimum redemption value of £100,000 (or its equivalent in
other currencies) and be issued only to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the
purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses; or (ii)
be issued in other circumstances which do not constitute a
contravention of section 19 of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA") by the Issuer.

Taxation:
All payments of principal and interest in respect of the

Instruments by the Issuer will be made without withholding or
deduction for or on account of any present or future taxes or
duties of whatever nature imposed or levied by or within the
Republic of Italy or by or within any district, municipality or
other political subdivision or taxing authority therein or
thereof unless such withholding or deduction is required by
law.

Governing Law and Jurisdiction:
The Instruments, all related contractual documentation and

any non-contractual obligations arising out of or in connection
with them will be governed by, and construed in accordance
with, Italian law and the Italian courts shall have exclusive
jurisdiction in accordance with all applicable Italian laws.

Listing:
Each Series may be admitted to listing on the official list and

trading on the regulated market of the Luxembourg Stock
Exchange and/or admitted to listing, trading and/or quotation
by any other listing authority, stock exchange and/or quotation
system as may be agreed between the Issuer and the relevant
Dealer and specified in the relevant Final Terms or may be
unlisted.

Terms and Conditions:
Final Terms will be prepared in respect of each Tranche of

Instruments a copy of which will, in the case of Instruments to
be admitted to listing on the official list and trading on the
regulated market of the Luxembourg Stock Exchange and/or
admitted to listing, trading and/or quotation on any other
listing authority, stock exchange and/or quotation system be
delivered to the regulated market of the Luxembourg Stock
Exchange and/or such other listing authority, stock exchange
and/or quotation system on or before the date of issue of such
Instruments. Each Tranche will be the subject of the Final
Terms which, for the purposes of that Tranche only,
supplements the "Terms and Conditions of the Instruments"
and this Simplified Base Prospectus and must be read in
10272586491-v4
- 10 -
47-41065149

Document Outline

#3">IMPORTANT NOTICES
#7">SUMMARY OF THE PROGRAMME
#12">TERMS AND CONDITIONS OF THE INSTRUMENTS
#13">1. Form and Denomination
- #13">1.1 Instruments are issued in bearer form ("Bearer Instruments") or in registered form ("Registered Instruments") or in dematerialised form (forma dematerializzata) ("Dematerialised Instruments") in compliance with all applicable laws and regulations ...
- #13">1.2 The Final Terms shall specify whether U.S. Treasury Regulation § 1.163-5(c)(2)(i)(D) (the "TEFRA D Rules") or U.S. Treasury Regulation § 1.163-5(c)(2)(i)(C) (the "TEFRA C Rules") shall apply. Each Tranche of Bearer Instruments is represented upon ...
  - #13">(i) interests in a permanent global Instrument (a "Permanent Global Instrument"); or
  - #13">(ii) if so specified in the Final Terms, definitive instruments in bearer form ("Definitive Instruments") and/or (in the case of a Series comprising both Bearer Instruments and Registered Instruments and if so specified in the Final Terms) Registered ...
- #13">1.3 The bearer of any Temporary Global Instrument shall not (unless, upon due presentation of such Temporary Global Instrument for exchange (in whole but not in part only) for a Permanent Global Instrument or for delivery of Definitive Instruments and...
- #13">1.4 Unless the Final Terms specify that the TEFRA C Rules are applicable to the Instruments and subject to Condition 1.3 above, if any date on which a payment of interest is due on the Instruments of a Tranche occurs whilst any of the Instruments of t...
- #14">1.5 Interests in a Permanent Global Instrument will be exchanged by the Issuer in whole but not in part only at the option of the Holder of such Permanent Global Instrument, for Definitive Instruments and/or (in the case of a Series comprising both Be...
- #14">1.6 Interest-bearing Definitive Instruments have attached thereto at the time of their initial delivery coupons ("Coupons"), presentation of which will be a prerequisite to the payment of interest save in certain circumstances specified herein. Intere...
- #14">1.7 Instruments, the principal amount of which is repayable by instalments ("Instalment Instruments") which are Definitive Instruments, have endorsed thereon a grid for recording the repayment of principal or, if so specified in the Final Terms, have ...
- #14">1.8 Bearer Instruments are in the denomination or denominations (each of which denomination is integrally divisible by each smaller denomination) specified in the Final Terms. Bearer Instruments of one denomination may not be exchanged for Bearer Inst...
- #14">1.9 Registered Instruments are in the minimum denomination specified in the Final Terms or integral multiples thereof.
- #14">1.10 Dematerialised Instruments are issued in the denomination specified in the applicable Final Terms. Each Series of Dematerialised Instruments will have one denomination only.
- #14">1.11 The Instruments are denominated in such currency as may be specified in the Final Terms. Any currency may be so specified (including, without limitation, Australian Dollars ("AUD"), Canadian Dollars ("CAD"), Czech Koruna ("CZK"), Danish Kroner ("...
- #15">1.12 Instruments may be issued on a partly paid basis ("Partly Paid Instruments") if so specified in the Final Terms. The subscription moneys therefor shall be paid in such number of instalments ("Partly Paid Instalments") in such amounts, on such dat...
#16">2. Title and Transfer
- #16">2.1 Title to Bearer Instruments, Receipts and Coupons passes by delivery. References herein to the "Holders" of Bearer Instruments or of Receipts or Coupons are to the bearers of such Bearer Instruments or such Receipts or Coupons.
- #16">2.2 Title to Registered Instruments passes by registration in the register which the Issuer shall procure to be kept by the Registrar. For the purposes of these Terms and Conditions, "Registrar" means, in relation to any Series comprising Registered I...
- #16">2.3 Title to Dematerialised Instruments will be established or transferred by way of book entries in the records of Monte Titoli S.p.A.'s clearing system ("Monte Titoli") in accordance with the relevant provisions of Legislative Decree No. 58 and Comm...
- #16">2.4 The Holder of any Bearer Instrument, Coupon, Registered Instrument or Dematerialised Instrument will (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it is...
- #16">2.5 A Registered Instrument may, upon the terms and subject to the conditions set forth in the Issue and Paying Agency Agreement, be transferred in whole or in part only (provided that such part is, or is an integral multiple of, the minimum denominat...
- #16">2.6 If so specified in the Final Terms, the Holder of Bearer Instruments may exchange the same for the same aggregate principal amount of Registered Instruments upon the terms and subject to the conditions set forth in the Issue and Paying Agency Agre...
- #16">2.7 Each new Registered Instrument to be issued upon the transfer of a Registered Instrument or the exchange of a Bearer Instrument for a Registered Instrument will, within three Relevant Banking Days of the transfer date or, as the case may be, the e...
  - #17">(i) "Relevant Banking Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place where the specified office of the Registrar is located and, in the case only of ...
  - #17">(ii) the "exchange date" shall be the Relevant Banking Day following the day on which the relevant Bearer Instrument shall have been surrendered for exchange in accordance with Condition 2.5; and
  - #17">(iii) the "transfer date" shall be the Relevant Banking Day following the day on which the relevant Registered Instrument shall have been surrendered for transfer in accordance with Condition 2.4.
- #17">2.8 The issue of new Registered Instruments on transfer or on the exchange of Bearer Instruments for Registered Instruments will be effected without charge by or on behalf of the Issuer, the Fiscal Agent or the Registrar, but upon payment by the appli...
#17">3. Status of the Instruments
#17">4. Negative Pledge
#17">5. Interest
- #17">5.1 Instruments may be interest-bearing or non interest-bearing, as specified in the Final Terms. Words and expressions appearing in this Condition 5 and not otherwise defined herein or in the Final Terms shall have the meanings given to them in Condi...
- #17">5.2 Instruments which are specified in the Final Terms as being interest-bearing shall bear interest from their Interest Commencement Date at the Interest Rate payable in arrear on each Interest Payment Date.
- #18">5.3 If the Final Terms specify the Interest Rate applicable to the Instruments as being Floating Rate it shall also specify which page (the "Relevant Screen Page") on the Reuters Screen or any other information vending service shall be applicable. If ...
  - #18">(a) the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean (rounded, if necessary, to the nearest ten thousandth of a percentage point, 0.00005 being rounded upwards) of the rates for deposits) in ...
  - #18">(b) if, on any Interest Determination Date, no such rate for deposits so appears (or, as the case may be, if fewer than two such rates for deposits so appear) or if the Relevant Screen Page is unavailable, the Issuer will request appropriate quotation...
  - #18">(c) if, on any Interest Determination Date, only two or three rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates so provided by the Issuer; or
  - #18">(d) if, fewer than two rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates provided by the Issuer from four major banks in the Relevant Financial Centre (or, in the case of Instruments deno...
- #18">5.4 If the Final Terms specify the Interest Rate applicable to the Instruments as being ISDA Rate, each Instrument shall bear interest as from such date, and at such rate or in such amounts, and such interest will be payable on such dates, as would ha...
- #19">the Fixed Rate Payer, Fixed Amount Payer, Fixed Price Payer, Floating Rate Payer, Floating Amount Payer or, as the case may be, the Floating Price Payer is the Issuer (as specified in the Final Terms);
- #19">the Effective Date is the Interest Commencement Date;
- #19">the Termination Date is the Maturity Date;
- #19">the Calculation Agent is the Calculation Agent as specified in the Final Terms;
- #19">the Calculation Periods are the Interest Accrual Periods;
- #19">the Period End Dates are the Interest Period End Dates;
- #19">the Payment Dates are the Interest Payment Dates;
- #19">the Reset Dates are the Interest Period End Dates;
- #19">the Calculation Amount is the principal amount of such Instrument;
- #19">the Day Count Fraction applicable to the calculation of any amount is that specified in the Final Terms or, if none is so specified, as may be determined in accordance with the ISDA Definitions;
- #19">the Applicable Business Day Convention applicable to any date is that specified in the Final Terms or, if none is so specified, as may be determined in accordance with the ISDA Definitions; and
- #19">the other terms are as specified in the Final Terms.
- #19">5.5 If any Maximum or Minimum Interest Rate is specified in the Final Terms, then the Interest Rate shall in no event be greater than the maximum or be less than the minimum so specified.
- #19">5.6 Interest shall accrue on the Outstanding Principal Amount of each Instrument during each Interest Accrual Period from the Interest Commencement Date. Interest will cease to accrue as from the due date for redemption therefor (or, in the case of an...
- #19">5.7 If a Calculation Agent is specified in the Final Terms, the Calculation Agent, as soon as practicable after the Relevant Time on each Interest Determination Date (or such other time on such date as the Calculation Agent may be required to calculat...
- #20">5.8 The amount of interest payable in respect of any Instrument for any period shall be calculated by multiplying the product of the Interest Rate and the Outstanding Principal Amount by the relevant Day Count Fraction, save that (i) if the Final Term...
  - #20">(a) if "Actual/Actual (ICMA)" is specified in the Final Terms as the Day Count Fraction, and the Calculation Period is equal to or shorter than the Regular Period (as defined below) during which it falls, interest will be calculated on the basis of th...
  - #20">(b) if "Actual/Actual (ICMA)" is specified in the Final Terms as the Day Count Fraction, and the Calculation Period is longer than one Regular Period, interest will be calculated on the basis of the sum of:
    - #20">(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
    - #21">(B) the actual number of days in such Calculation Period falling in the next Regular Period 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;
  - #21">(c) if "30/360" is specified in the Final Terms, interest will be calculated on the basis of the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
  - #21">(d) on such other basis as is specified in the Final Terms (including, without limitation, if the Interest Payment Dates do not fall at regular intervals between the Issue Date and the Maturity Date).
  - #21">(i) the day and month (but not the year) on which any Interest Payment Date falls shall be a "Regular Date"; and
  - #21">(ii) each period from and including a Regular Date falling in any year to but excluding the next succeeding Regular Date shall be a "Regular Period".
- #21">5.9 "2006 ISDA Definitions" means, in relation to a Series of Notes, the 2006 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Instruments of the relevant Series (as specified in the relevant Final Terms) as...
- #22">"2021 ISDA Definitions" means, in relation to a Series of Instruments, the 2021 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Instruments of the relevant Series (as specified in the relevant Final Terms) ...
- #22">"Applicable Business Day Convention" means the "Business Day Convention" which may be specified in the Final Terms as applicable to any date in respect of the Instruments unless the Final Terms specify "No Adjustment" in relation to any date in which ...
#22">"Banking Day" means, in respect of any city, any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in that city.
#22">"Business Day" means a day (other than a Saturday or Sunday):
- #22">(i) in relation to Instruments denominated or payable in Euro, on which T2 is operating;
- #22">(ii) in relation to Instruments payable in any other currency, on which commercial banks are open for business and foreign exchange markets settle payments in the Relevant Financial Centre in respect of the relevant currency; and
- #22">(iii) in either case, on which commercial banks are open for business and foreign exchange markets settle payments in any place specified in the relevant Final Terms.
#22">"Business Day Convention" means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day and the following Business Day Conventions, where specified in the Final Terms in relation to any date applicable to an...
- #22">(i) "Following Business Day Convention" means that such date shall be postponed to the first following day that is a Business Day;
- #22">(ii) "Modified Following Business Day Convention" or "Modified Business Day Convention" means that such date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date ...
- #22">(iii) "Preceding Business Day Convention" means that such date shall be brought forward to the first preceding day that is a Business Day; and
- #22">(iv) "FRN Convention" or "Eurodollar Convention" means that each such date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the Final Terms after the calendar m...
#23">"Calculation Agent" means such agent as may be specified in the Final Terms as the Calculation Agent and if none is so specified, then the Fiscal Agent.
#23">"Day Count Fraction" means, in respect of the calculation of an amount for any period of time ("Calculation Period"), such day count fraction as may be specified in the Final Terms and:
- #23">(i) if "Actual/365" or "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in tha...
- #23">(ii) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;
- #23">(iii) if "30/360" is specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
- #23">(iv) if "30E/360" or "Eurobond Basis" is so specified means, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:
- #24">(v) if "30E/360 (ISDA)" is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
- #24">(vi) if "Actual/Actual (ICMA)" is so specified, means:
  - #24">(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
  - #24">(B) the actual number of days in such Calculation Period falling in the next Regular Period 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
- #24">(vii) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
#25">provided, however, that in each such case the number of days in the Calculation Period is calculated from and including the first day of the Calculation Period to but excluding the last day of the Calculation Period;
#25">" STR" means the Euro short-term rate that reflects the wholesale euro unsecured overnight borrowing costs of banks located in the euro area.
#25">"Euro-zone" means the zone comprising the Member States of the European Union (the "EU") that participate or are participating in European Monetary Union and that adopt or have adopted the Euro as their lawful currency.
#25">"Interest Accrual Period" means, in respect of an Interest Period, each successive period beginning on and including an Interest Period End Date and ending on but excluding the next succeeding Interest Period End Date during that Interest Period prov...
#25">"Interest Commencement Date" means the date of issue of the Instruments (as specified in the Final Terms) or such other date as may be specified as such in the Final Terms.
#25">"Interest Determination Date" means, in respect of any Interest Accrual Period, the date falling such number (if any) of Banking Days in such city(ies) as may be specified in the Final Terms prior to the first day of such Interest Accrual Period, or ...
- #25">(i) in the case of Instruments denominated in Pounds Sterling, the first day of such Interest Accrual Period; or
- #25">(ii) in the case of Instruments denominated in Euro, the date falling two TARGET Business Days prior to the first day of such Interest Accrual Period; or
- #25">(iii) in any other case, the date falling two London Banking Days prior to the first day of such Interest Accrual Period.
#25">"Interest Payment Date" means the date or dates specified as such in, or determined in accordance with the provisions of, the Final Terms and, if an Applicable Business Day Convention is specified in the Final Terms, as the same may be adjusted in ac...
#25">"Interest Period" means each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date provided always that the first Interest Period shall commence on and include the ...
#25">"Interest Period End Date" means the date or dates specified as such in, or determined in accordance with the provisions of, the Final Terms and, if an Applicable Business Day Convention is specified in the Final Terms, as the same may be adjusted in...
#26">"Interest Rate" means the rate or rates (expressed as a percentage per annum) or amount or amounts (expressed as a price per unit of relevant currency) of interest payable in respect of the Instruments specified in, or calculated or determined in acc...
#26">"Outstanding Principal Amount" means, in respect of an Instrument, its principal amount less, in respect of any Instalment Instrument, any principal amount on which interest shall have ceased to accrue in accordance with Condition 5.6 or, in the case...
#26">"Reference Banks" means such banks as may be specified in the Final Terms as the Reference Banks or, if none are specified, "Reference Banks" has the meaning given in the ISDA Definitions, mutatis mutandis.
#26">"Relevant Financial Centre" means such financial centre or centres as may be specified in relation to the relevant currency for the purposes of the definition of "Business Day" in the ISDA Definitions and in any other place specified in the Final Terms.
#26">"Relevant Time" means the time as of which any rate is to be determined as specified in the Final Terms or, if none is specified, at which it is customary to determine such rate.
#26">"Reuters Screen" means, when used in connection with a designated page and any designated information, the display page so designated on the Reuter Monitor Money Rates Service (or such other page as may replace that page on that service for the purpo...
#26">"TARGET Business Day" means a day on which T2 is operating.
#26">"T2" means the real time gross settlement system operated by the Eurosystem, or any successor system.
- #26">5.10 If any Maturity Redemption Amount (as defined in Condition 6.1) in respect of any Instrument which is non-interest bearing is not paid when due, interest shall accrue on the overdue amount at a rate per annum (expressed as a percentage per annum)...
#26">6. Redemption and Purchase
- #26">6.1 Unless previously redeemed, or purchased and cancelled or unless such Instrument is stated in the Final Terms as having no fixed maturity date, each Instrument shall be redeemed at its maturity redemption amount (the "Maturity Redemption Amount") ...
- #27">6.2 If this Condition 6.2 is specified in the Final Terms as being applicable, then the Issuer may, having given the appropriate notice and subject to such conditions as may be specified in the Final Terms, redeem all (but not, unless and to the exten...
- #27">6.3 The appropriate notice referred to in Condition 6.2 is a notice given by the Issuer to the Holders of the Instruments of the relevant Series in accordance with Condition 14, which notice shall be irrevocable and shall specify:
- #27">the Series of Instruments subject to redemption;
- #27">whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of and (except in the case of a Temporary Global Instrument or Permanent Global Instrument or a Dematerialised Instrument) the serial...
- #27">the due date for such redemption, which shall be not less than thirty days nor more than sixty days after the date on which such notice is given and which shall be such date or the next of such dates ("Call Option Date(s)") or a day falling within s...
- #27">the Early Redemption Amount (Call) at which such Instruments are to be redeemed.
- #27">6.4 If the Instruments of a Series are to be redeemed in part only on any date in accordance with Condition 6.2:
- #27">in the case of Bearer Instruments (other than a Temporary Global Instrument or Permanent Global Instrument), the Instruments to be redeemed shall be drawn by lot in such European city as the Fiscal Agent may specify, or identified in such other mann...
- #27">in the case of a Temporary Global Instrument or a Permanent Global Instrument, the Instruments to be redeemed shall be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system; and
- #28">in the case of Registered Instruments, the Instruments shall be redeemed (so far as may be practicable) pro rata to their principal amounts, provided always that the amount redeemed in respect of each Instrument shall be equal to the minimum denomin...
- #28">in the case of Dematerialised Instruments, the Instruments shall be redeemed pro rata to their principal amounts in accordance with the rules and procedures of Monte Titoli,
- #28">6.5 If this Condition 6.5 is specified in the Final Terms as being applicable, then the Issuer shall, upon the exercise of the relevant option by the Holder of any Instrument of the relevant Series, redeem such Instrument on the date specified in the ...
- #28">6.6 The Issuer may at any time purchase Instruments in the open market or otherwise and at any price provided that all unmatured Receipts and Coupons appertaining thereto are purchased therewith. If purchases are made by tender, tenders must be availa...
- #29">6.7 All unmatured Instruments and Coupons redeemed or purchased in accordance with this Condition 6 will be cancelled forthwith and may not be reissued or resold.
- #29">6.8 The provisions of Condition 5.7 and the last paragraph of Condition 5.8 shall apply to any determination or calculation of the Redemption Amount or any Instalment Amount required by the Final Terms to be made by the Calculation Agent (as defined i...
- #29">6.9 References herein to "Redemption Amount" shall mean, as appropriate, the Maturity Redemption Amount, the final Instalment Amount, Early Redemption Amount (Tax), Early Redemption Amount (Call), Early Redemption Amount (Put) and Early Termination Am...
- #29">6.10 In the case of any Instrument which is non-interest bearing, the "Amortised Face Amount" shall be an amount equal to the sum of:
  - #29">(i) the Issue Price specified in the Final Terms; and
  - #29">(ii) the product of the Amortisation Yield (compounded annually) being applied to the Issue Price from (and including) the Issue Date specified in the Final Terms to (but excluding) the date fixed for redemption or (as the case may be) the date upon w...
- #29">6.11 If any Redemption Amount (other than the Maturity Redemption Amount) is improperly withheld or refused or default is otherwise made in the payment thereof, the Amortised Face Amount shall be calculated as provided in Condition 6.10 but as if refe...
  - #29">(i) the date on which, upon due presentation or surrender of the relevant Instrument (if required), the relevant payment is made; and
  - #29">(ii) (except where presentation or surrender of the relevant Instrument is not required as a precondition of payment), the seventh day after the date on which, the Fiscal Agent, Monte Titoli or, as the case may be, the Registrar having received the fu...
#29">7. Events of Default
- #29">7.1 The following events or circumstances as modified by, and/or such other events as may be specified in, the Final Terms (each an "Event of Default") shall be acceleration events in relation to the Instruments of any Series, namely:
  - #29">(i) Non-payment: the Issuer fails to pay any amount of principal or interest in respect of the Instruments of the relevant Series or any of them within 30 days of the due date for payment thereof; or
  - #29">(ii) Breach of other obligations: the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Instruments of the relevant Series or the Issue and Paying Agency Agreement and (except in any case where...
  - #30">(iii) Non-payment of External Indebtedness: if the Issuer fails to pay any principal or interest on any External Indebtedness on its due date or any External Indebtedness has become due for premature repayment as a result of acceleration of maturity b...
- #30">7.2 If any Event of Default occurs and is continuing in relation to any Series of Instruments, the Holders of not less than 25 per cent. of the aggregate principal amount of the outstanding Instruments of the relevant Series may, by written notice giv...
- #30">7.3 The Holders of more than 50 per cent. of the aggregate principal amount of the outstanding Instruments of the relevant Series may, on behalf of all Holders of the Instruments of the relevant Series, rescind or annul any notice of acceleration give...
- #30">7.4 In the absence of the notice of acceleration referred to in Condition 7.2. above and not earlier than 90 days after the occurrence of any Event of Default in relation to any Series of Instruments, any Holder of an Instrument of the relevant Series...
#30">8. Taxation
- #30">8.1 All amounts payable (whether in respect of principal, interest or otherwise) in respect of the Instruments will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or...
  - #30">(i) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Instrument or Coupon by reason of his having some connection with the Republic of Italy other than by reason...
  - #30">(ii) presented for payment more than thirty days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the same for payment on or before the expiry of such period of th...
  - #30">(iii) presented for payment in the Republic of Italy; or
  - #31">(iv) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Instrument or Coupon to another Paying Agent in a Member State of the EU.
- #31">8.2 For the purposes of these Terms and Conditions, the "Relevant Date" means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Fiscal Ag...
- #31">8.3 If the Issuer becomes subject generally at any time to any taxing jurisdiction other than or in addition to the Republic of Italy references in Condition 8.1 to the Republic of Italy shall be read and construed as references to the Republic of Ita...
- #31">8.4 Any reference in these Terms and Conditions to "principal" and/or "interest" in respect of the Instruments shall be deemed also to refer to any additional amounts which may be payable under this Condition 8. Unless the context otherwise requires, ...
#31">9. Payments
- #31">(i) in the case of a Temporary Global Instrument or Permanent Global Instrument, against presentation of the relevant Temporary Global Instrument or Permanent Global Instrument at the specified office of the Paying Agent outside (unless Condition 9A.4...
- #31">(ii) in the case of Definitive Instruments without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Definitive Instruments at the specified office of the Paying Agent outside (unless Condition 9A.4 a...
- #31">(iii) in the case of Definitive Instruments delivered with Coupons attached thereto at the time of their initial delivery, against surrender of the relevant Coupons or, in the case of interest due otherwise than on a scheduled date for the payment of ...
- #32">(i) if the Final Terms specify that this paragraph (i) of Condition 9A.6 is applicable (and, in the absence of specification, this paragraph (i) shall apply to Definitive Instruments which bear interest at a fixed rate or rates or in fixed amounts) an...
- #32">(ii) if the Final Terms specify that this paragraph (ii) of Condition 9A.6 is applicable (and, in the absence of specification, this paragraph (ii) shall apply to Instruments which bear interest at a floating rate or rates or in variable amounts) all ...
- #32">(iii) in the case of Definitive Instruments initially delivered with Talons attached thereto, all unmatured Talons (whether or not surrendered therewith) shall become void and no exchange for Coupons shall be made thereafter in respect of them; and
- #32">(iv) in the case of Definitive Instruments initially delivered with Receipts attached thereto, all Receipts relating to such Instruments in respect of a payment of an Instalment Amount which (but for such redemption) would have fallen due on a date af...
- #34">(i) "Relevant Financial Centre Day" means, in the case of any currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments in the Relevant Financial Centre and in any other place specified in the Final Terms o...
- #34">(ii) "local banking day" means a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place of presentation of the relevant Instrument or, a...
#34">10. Prescription
- #34">10.1 Claims against the Issuer for payment of principal and interest in respect of Instruments will be prescribed and become void unless made within five years of the Relevant Date (as defined in Condition 8.2) for payment thereof.
- #34">10.2 In relation to Definitive Instruments initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon any Coupon which would be void upon issue pursuant to Condition 9A.6 or the du...
#35">11. The Paying Agent, the Registrars and the Calculation Agent
- #35">11.1 The initial Paying Agent and Registrars and their respective initial specified offices are specified below. The Calculation Agent in respect of any Instruments shall be specified in the Final Terms. The Issuer reserves the right at any time to va...
- #35">11.2 The Paying Agent, the Registrar and the Calculation Agent act solely as agents of the Issuer and, save as provided in the Issue and Paying Agency Agreement or any other agreement entered into with respect to its appointment, do not assume any obl...
- #35">11.3 No Paying Agent will be appointed in respect of Dematerialised Instruments and, therefore, the provisions of the Issue and Paying Agency Agreement do not apply to any Dematerialised Instruments, save for the provisions for convening meetings of h...
#36">12. Replacement of Instruments
#36">13. Meetings of Holders and Modification
- #36">(a) General
  - #36">(i) 'debt securities' means the Instruments and any other bills, instruments, debentures, notes or other debt securities issued by the Issuer in one or more series with an original stated maturity of more than one year, and includes any such obligatio...
  - #36">(ii) 'cross-series modification' means a modification involving (i) the Instruments or any agreement governing the issuance or administration of the Instruments, and (ii) the debt securities of one or more other series or any agreement governing the i...
  - #36">(iii) only for the purpose of this Condition 13, 'holder' in relation to an Instrument means the person in whose name the Instrument is registered on the books and records of the Issuer, the bearer of the Instruments, the person the Issuer is entitled...
  - #36">(iv) 'outstanding' in relation to any Instrument means an Instrument that is outstanding for purposes of Condition 13(j) (Outstanding Instruments - Instruments Controlled by the Republic of Italy), and in relation to the debt securities of any other s...
  - #36">(v) 'modification' in relation to the Instruments means any modification, amendment, supplement or waiver of the Terms and Conditions of the Instruments or any agreement governing the issuance or administration of the Instruments, and has the same mea...
  - #37">(vi) 'reserved matter' in relation to the Instruments means any modification of the Terms and Conditions of the Instruments or of any agreement governing the issuance or administration of the Instruments that would:
  - #37">(vii) only for the purpose of this Condition 13, 'record date' in relation to any proposed modification means the date fixed by the Issuer for determining the holders of Instruments and, in the case of a cross-series modification, the holders of debt ...
  - #37">(viii) 'series' means a tranche of debt securities, together with any further tranche or tranches of debt securities that in relation to each other and to the original tranche of debt securities are (i) identical in all respects except for their date ...
- #37">(b) Convening Meetings
  - #38">(i) may be convened by the Issuer at any time; and
  - #38">(ii) will be convened by the Issuer if an event of default in relation to the Instruments has occurred and is continuing and a meeting is requested in writing by the holders of not less than 10 per cent. of the aggregate principal amount of the Instru...
- #38">(c) Quorum
  - #38">(i) a reserved matter will be one or more persons present and holding not less than 662/3 per cent. of the aggregate principal amount of the Instruments then outstanding; and
  - #38">(ii) a matter other than a reserved matter will be one or more persons present and holding not less than 50 per cent. of the aggregate principal amount of the Instruments then outstanding.
  - #38">(i) not less than 662/3 per cent. of the aggregate principal amount of the Instruments then outstanding in the case of a proposed reserved matter modification or a proposal relating to a reserved matter; and
  - #38">(ii) not less than 25 per cent. of the aggregate principal amount of the Instruments then outstanding in the case of a non-reserved matter modification or any proposal relating to a matter other than a reserved matter.
- #38">(d) Non-Reserved Matter Modification
  - #38">(i) the affirmative vote of holders of more than 50 per cent. of the aggregate principal amount of the outstanding Instruments represented at a duly called meeting of holders of Instruments; or
  - #38">(ii) a written resolution signed by or on behalf of holders of more than 50 per cent. of the aggregate principal amount of the outstanding Instruments.
- #38">(e) Reserved Matter Modification
  - #38">(i) the affirmative vote of holders of not less than 75 per cent. of the aggregate principal amount of the outstanding Instruments represented at a duly called meeting of holders of Instruments; or
  - #38">(ii) a written resolution signed by or on behalf of holders of not less than 662/3 per cent. of the aggregate principal amount of the Instruments then outstanding.
- #39">(f) Cross-Series Modification
  - #39">(i) the affirmative vote of not less than 75 per cent. of the aggregate principal amount of the outstanding debt securities represented at separate duly called and quorate meetings of the holders of debt securities of all the series (taken in the aggr...
  - #39">(ii) a written resolution signed by or on behalf of the holders of not less than 662/3 per cent. of the aggregate principal amount of the outstanding debt securities of all the series (taken in the aggregate) that would be affected by the proposal and...
  - #39">(i) the affirmative vote of more than 662/3 per cent. of the aggregate principal amount of the outstanding debt securities represented at separate duly called meetings of the holders of each series of debt securities (taken individually) that would be...
  - #39">(ii) a written resolution signed by or on behalf of the holders of more than 50 per cent. of the aggregate principal amount of the then outstanding debt securities of each series (taken individually) that would be affected by the proposal and/or propo...
- #39">(g) Written Resolutions
- #39">(h) Entitlement to Vote
- #39">(i) Binding Effect
- #39">(j) Outstanding Instruments - Instruments Controlled by the Republic of Italy
  - #40">(i) the Instrument has previously been cancelled or delivered for cancellation or held for reissuance but not reissued;
  - #40">(ii) the Instrument has previously been called for redemption in accordance with its terms or previously become due and payable at maturity or otherwise and the Issuer has previously satisfied its obligation to make all payments due in respect of the ...
  - #40">(iii) the Instrument is held by the Issuer, by a department, ministry or agency of the Issuer, or by a corporation, trust or other legal entity that is controlled by the Issuer or a department, ministry or agency of the Issuer and, in the case of an I...
- #40">(k) Outstanding Debt Securities
- #40">(l) Exchange and Conversion
- #41">(m) Manifest Error, Technical Amendments, etc.
  - #41">(i) to correct a manifest error or cure an ambiguity; or
  - #41">(ii) if the modification is of a formal, minor or technical nature or for the benefit of the holders.
#41">14. Notices
- #41">14.1 Notices to Holders of Bearer Instruments will, save where another means of effective communication has been specified herein or in the Final Terms, be deemed to be validly given if (i) published in a leading daily newspaper having general circula...
- #41">14.2 Notices to Holders of Registered Instruments will be deemed to be validly given if sent by first class mail (or equivalent) or (if posted to an overseas address) by air mail to them (or, in the case of joint Holders, to the first-named in the reg...
- #42">14.3 Notices to Holders of Dematerialised Instruments will be deemed to be validly given if duly given through the systems of Monte Titoli. With respect to Dematerialised Instruments admitted to listing and trading on the regulated market of the Luxem...
#42">15. Further Issues
#42">16. Currency Indemnity
#42">17. Waiver and Remedies
#42">18. Law and Jurisdiction
- #42">18.1 The Instruments, the Issue and Paying Agency Agreement and any non-contractual obligations arising out of or in connection with them are governed by Italian law. The Italian Courts shall have exclusive jurisdiction in accordance with all applicab...
- #42">18.2 To the extent that the Issuer may be entitled to claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that there may be attri...
#43">FORMS OF THE INSTRUMENTS
- #43">(i) presentation and (in the case of final exchange) surrender of the Temporary Global Instrument to or to the order of the Fiscal Agent; and
- #43">(ii) receipt by the Fiscal Agent of a certificate or certificates of non-U.S. beneficial ownership,
- #44">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #44">(ii) at any time, if so specified in the relevant Final Terms; or
- #44">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Instrument", then if (a) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous per...
- #44">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #44">(ii) at any time, if so specified in the relevant Final Terms; or
- #44">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Instrument", then if (a) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous per...
- #45">(a) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #45">(b) at any time, if so specified in the relevant Final Terms; or
- #45">(c) if the relevant Final Terms specifies "in the limited circumstances described in the Global Registered Instrument", then if either of the following events occurs:
  - #45">(i) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or
  - #45">(ii) any of the circumstances described in Condition 7 (Events of Default) occurs.
#47">SUMMARY OF PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM
- #47">(A) Relationship of Accountholders with Clearing Systems
- #47">(B) Form and Exchange „ Bearer Global Instruments
- #47">(a) in the case of first exchange, the prompt delivery (free of charge to the bearer) of such Permanent Global Instrument, duly authenticated and, in the case of an NGN, effectuated, to the bearer of the Temporary Global Instrument; or
- #47">(b) in the case of any subsequent exchange, an increase in the principal amount of such Permanent Global Instrument in accordance with its terms,
- #48">(a) a Permanent Global Instrument has not been delivered or the principal amount thereof increased by 5.00 p.m. (London time) on the seventh day after the bearer of a Temporary Global Instrument has requested exchange of an interest in the Temporary G...
- #48">(b) Definitive Instruments have not been delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer of a Temporary Global Instrument has requested exchange of the Temporary Global Instrument for Definitive Instruments; or
- #48">(c) a Temporary Global Instrument (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Instruments or the date for final redemption of a Temporary Global Instrument has occurred and, in either case, payme...
- #48">(a) Definitive Instruments have not been delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer of a Permanent Global Instrument has duly requested exchange of the Permanent Global Instrument for Definitive Instruments; or
- #48">(b) a Permanent Global Instrument (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Instruments or the date for final redemption of the Instruments has occurred and, in either case, payment in full of th...
- #49">(C) Form and Exchange „ Registered Instruments
- #49">(a) Individual Instrument Certificates have not been issued and delivered by 5.00 p.m. (London time) on the thirtieth day after the date on which the same are due to be issued and delivered in accordance with the terms of the Global Registered Instrum...
- #49">(b) any of the Instruments evidenced by the Global Registered Instrument has become due and payable in accordance with the Conditions or the date for final redemption of the Instruments has occurred,
- #49">(D) Amendment to Conditions
  - #49">(1) Meetings: The holder of a Global Instrument or of the Instruments represented by a Global Registered Instrument shall be treated as having one vote in respect of each minimum Denomination of Instruments for which such Global Instrument may be exch...
  - #49">(2) Cancellation: Cancellation of any Instrument represented by a Global Instrument that is required by the Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the principal amount of the relevant Temporary Glo...
  - #50">(3) Purchase: Instruments represented by a Global Instrument may only be purchased by the Issuer if they are purchased together with the rights to receive all future payments of interest and Instalment Amounts (if any) thereon.
  - #50">(4) Issuer's Options: Any option of the Issuer contained in Condition 6.2 (Optional Early Redemption (Call)) while such Instruments are represented by a Global Instrument or a Global Registered Instrument shall be exercised by the Issuer giving notice...
  - #50">(5) Holders' Options: In order to exercise the option contained in Condition 6.5 (Optional Early Redemption (Put)), the holder of the Global Instrument or Global Registered Instrument must, within the period specified for the deposit of the relevant I...
  - #50">(6) Payment Business Day: 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, if the currency of payment is ...
  - #50">(7) Payment Record Date: Each payment in respect of a Global Registered Instrument will be made to the person shown as the Holder in the Register at the close of business (in the relevant clearing system) on the Clearing System Business Day before the...
  - #50">(8) Notices: So long as any Instruments are represented by a Global Instrument or Global Registered Instrument and such Global Instrument or Global Registered Instrument is held on behalf of a clearing system, notices to the holders of Instruments of ...
#51">FORM OF FINAL TERMS
#62">USE OF PROCEEDS
#63">ITALIAN TAXATION
- #63">(a) they are (i) resident, for tax purposes, of a country or territory which allows for an adequate exchange of information with the Italian authorities included in the Decree of the Minister of Finance dated 4 September 1996, as amended and supplemen...
- #63">(b) the Instruments are timely deposited directly or indirectly (i) with a bank or a securities dealing firm (società di intermediazione mobiliare) resident in Italy, (ii) with the Italian permanent establishment of a non-resident bank or brokerage co...
- #63">(c) the banks or brokers mentioned in (b) above timely receive a self-declaration from the beneficial owner of the interest which states that the beneficial owner is a resident, for tax purposes, of one of the above mentioned White List States. The se...
- #63">(d) the banks or brokers mentioned in (b) and (c) above receive all necessary information to identify the non-resident beneficial owner of the deposited Instruments, and all necessary information in order to determine the amount of interest that such ...
#67">SUBSCRIPTION AND SALE
- #67">(a) No deposit-taking: in relation to any Instruments having a maturity of less than one year:
  - #67">(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
  - #67">(ii) it has not offered or sold and will not offer or sell any Instruments other than to persons:
    - #67">(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
    - #67">(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,
- #67">(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 ...
- #67">(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 Instruments in, from or otherwise involving the United Kingdom.
  - #68">(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Italian Legislative Decree No. 58 of 24 February 1998, CONSOB Regulation No. 20307 of 15 February 2018 and ...
  - #68">(ii) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB and/or any other Italian authority.
#69">RECENT DEVELOPMENTS
#73">GENERAL INFORMATION
#73">1. Application may be made to admit to listing and trading the Instruments to be issued under the Programme on the regulated market of the Luxembourg Stock Exchange. The Programme also permits Instruments to be admitted to listing, trading and/or quot...
#73">2. The Instruments have been accepted for clearance through Euroclear, Clearstream, Luxembourg and Monte Titoli. The appropriate common code and the International Securities Identification Number in relation to the Instruments of each Series will be s...
#73">3. Bearer Instruments (other than Temporary Global Instruments) with a maturity of more than 365 days and any Coupon appertaining thereto will bear a legend substantially to the following effect: "Any United States person who holds this obligation wil...
#73">4. Settlement arrangements will be agreed between the Issuer, the relevant Dealer and the Fiscal Agent or, as the case may be, the Registrar in relation to each Tranche of Instruments.
#73">5. There are no legal, arbitration or administrative proceedings against or affecting the Issuer (and no such proceedings are pending or threatened) which have or may have, individually or in the aggregate, a significant effect on the financial positi...
#73">6. For so long as the Programme remains in effect or any Instruments shall be outstanding, copies and, where appropriate, English translations of the following documents may be inspected and copies will be obtainable during normal business hours at th...
- #73">(a) this Simplified Base Prospectus and any document incorporated by reference therein;
- #73">(b) the Issue and Paying Agency Agreement;
- #73">(c) the agreement between the Issuer and the ICSDs with respect to the settlement in Euroclear and/or Clearstream, Luxembourg of New Global Instruments or to be held under the New Safekeeping Structure); and
- #73">(d) any Final Terms relating to Instruments which are listed on any stock exchange, which will be made available free of charge. In the case of any Instruments which are not listed on any stock exchange, copies of the relevant Final Terms will only be...
#73">7. The update of the Programme is authorised pursuant to Decree No. 4632642 of 29 December 2022 of the Minister of Economy and Finance, and has been approved by Decree No. 107559 of 14 December 2023 of the Director General of the Treasury Department, ...
#73">8. Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer and its affiliates in the ordinary course of business...
#74">9. This Simplified Base Prospectus and any supplements hereto will be made available on the website of the Luxembourg Stock Exchange (www.bourse.lu).