Obligation Mediocredito 1.125% ( IT0005028052 ) en EUR

Société émettrice Mediocredito
Prix sur le marché 100 %  ▼ 
Pays  Italie
Code ISIN  IT0005028052 ( en EUR )
Coupon 1.125% par an ( paiement annuel )
Echéance 17/06/2019 - Obligation échue



Prospectus brochure de l'obligation Mediobanca IT0005028052 en EUR 1.125%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Description détaillée Mediobanca est une banque d'investissement italienne spécialisée dans la gestion d'actifs, le conseil financier et les opérations de banque d'investissement, avec une forte présence dans le secteur des entreprises.

L'Obligation émise par Mediocredito ( Italie ) , en EUR, avec le code ISIN IT0005028052, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/06/2019







Base Prospectus dated 20 October 20 23


MED IOBAN CA - Ba n ca d i Cre d ito Fin a n zia rio S.p.A.
(in corporated w ith lim ited liability as a "Società per Azion i" un der the laws of the Republic of Italy)
Eu ro 10 ,0 0 0 ,0 0 0 ,0 0 0 Co ve re d Bo n d Pro gra m m e
u n co n d itio n a lly a n d irre vo cably gu ara n te e d a s to p a ym e n ts o f in te re s t a n d p rin cip a l by
Me d io ba n ca Co ve re d Bo n d S.r.l.
(incorporated with limited liability as a "Società a responsabilità lim itata" under the laws of the Republic of Italy)




The 10 ,0 0 0 ,0 0 0 ,0 0 0 Covered Bond Program m e (the "Pro gram m e ") described in this base prospectus (the "Bas e Pro s pe ctu s ") has been
established in Decem ber 20 11 by Mediobanca ­ Banca di Credito Finanziario S.p.A. (in its capacity as issuer of the Covered Bon ds (as defined below),
"Me dio ba n ca" or the "Ban k" or the "Is s u e r"). Under the Program m e, the Issuer m ay issue covered bonds (the "Co ve re d Bo n ds ", which term
includes, for the avoidance of doubt and as the context requires, Registered Covered Bonds, as defined below) guaranteed by Mediobanca Covered
Bond S.r.l. (the "Gu aran to r") pursuant to Law 30 April 1999, No. 130, as am ended and supplem ented from tim e to tim e ("Law 13 0 / 9 9 ") and the
supervisory instructions of the Bank of Italy relating to covered bonds under Part III, Chapter 3, of the circular no. 285 of 17 December 20 13,
containing the "Disposizioni di vigilanza per le banche" as further im plem ented and am ended (the "Bo I Re gu la tio n s " and together with Law
130 / 99, the "Co ve re d Bo n ds Law "), as am ended and supplemented from tim e to tim e. The m axim um aggregate nom inal am ount of all the
Covered Bonds from tim e to tim e outstanding under the Program m e will not exceed 10 ,0 0 0 ,0 0 0 ,0 0 0 (or its equivalent in other currencies
calculated as described herein).
The Covered Bonds constitute direct, unconditional, unsecured and unsubordin ated obligations of the Issuer and will ran k pari passu without
preference am ong them selves an d (save for any applicable statutory provisions) at least equally with all other present and future unsecured and
unsubordinated obligations of the Issuer from tim e to tim e outstanding. In the event of a compulsory winding-up (liquidazione coatta
am m in istrativ a) of the Issu er, an y fun ds realised an d payable to the holder s of th e Covered Bon ds (th e "B o n d h o ld e rs ") will be collected by the
Guarantor on their behalf and will be included in the Cover Pool. The Guaran tor issued a first dem and (a prim a richiesta), autonom ous,
unconditional and irrevocable guarantee securing the paym ent obligations of the Issuer under the Covered Bonds (the "Gu aran te e "), collateralised
by a portfolio of residential and com m ercial m ortgage loan s assigned and to be assigned to the Guarantor by the Seller (and/ or, as the case m ay be,
by any Additional Seller) and of other Eligible Assets and Integration Assets, in accordance with the Covered Bonds Law. The recourse of the
Bondholders to the Guarantor under the Guarantee will be lim ited to the assets of the Cover Pool subject to, and in accordance with, the relevant
Priority of Payments pursuant to which specified paym ents will be m ade to other parties prior to paym ents to the Bondholders.
This Base Prospectus has been approved by the Com m ission de Surveillance du Secteur Financier ("CSSF"), in its capacity as com petent authority
under Regulation EU 20 17/ 1129 as from tim e to tim e am ended (the "Pro s pe ctu s Re gu latio n ") in the Grand Duchy of Luxem bourg as a base
prospectus, for the purposes of article 8(1) of the Prospectus Regulation. The CSSF only approves this Base Prospectus as m eeting the standards of
com pleteness, com prehen sibility and con sistency im posed by the Prospectus Regulation. Approval by the CSSF should not be considered as an
endorsem ent of the Issuer or the Guarantor or the quality of the Covered Bonds that are subject to this Base Prospectus. Investors should m ake their
own assessm ent as to the suitability of investing in Covered Bonds. Approval by the CSSF relates only to the Covered Bonds an d does not include the
Registered Covered Bonds.
Application has also been m ade for Covered Bon ds issued under the Program m e (other than the Registered Covered Bonds) during the period of 12
m onths from the date of this Base Prospectus to be listed on the official list of the Luxem bourg Stock Exchange (the "Official Lis t") and adm itted to
trading on the regulated m arket of the Luxem bourg Stock Exchange. The Luxem bourg Stock Exchange's regulated m arket is a regulated m arket for
the purposes of Directive 20 14/ 65/ EU of the European Parliament and of the Council on m arkets in financial instrum ents as from tim e to tim e
am ended. However, unlisted Covered Bonds may be issued pursuant to the Program m e. The relevant Fin al Term s in respect of the issue of any
Covered Bonds will specify whether or not such Covered Bonds will be listed on the Official List and adm itted to trading on the Luxem bourg Stock
Exchange's regulated m arket (or any other stock exchange). Application m ay also be m ade for notification to be given to com petent authorities in
other Mem ber States of the European Econom ic Area in order to perm it Covered Bonds issued under the Program me to be offered to the public and
adm itted to trading on regulated m arkets in such other Mem ber States in accordance with the procedures under the Prospectus Regulation.
Th is Bas e Pro s p e ctu s is valid fo r 12 m o n th s fro m its d a te in re latio n to Co ve re d Bo n d s w h ich are to be ad m itte d to trad in g o n a
re gu late d m arke t in th e Eu ro p e an Eco n o m ic Are a ( th e "EEA") an d th e re fo re , u n til 2 0 Octo be r 2 0 2 4 . Th e o bligatio n to
s u p ple m e n t th is Bas e Pro s p e ctu s in th e e ve n t o f a s ign ifican t n e w fac to r, m ate rial m is take o r m a te rial in accu racy d o e s n o t ap p ly
w h e n th is Bas e Pro s p e ctu s is n o lo n ge r valid .
The term s of each Series or Tranche will be set out in a final term s docum ent (the "Fin al Te rm s ") relating to such Series or Tranche prepared in
accordance with the provision s of this Base Prospectus and, if listed, to be delivered to the regulated m arket of the Luxem bourg Stock Exchange on or
before the date of issue of such Series or Tranche.
Am ounts of interest payable under the Floating Rate Covered Bonds m ay be calculated by reference to EURIBOR, as specified in the relevant Final
Term s. As at the date of this Base Prospectus, EURIBOR is provided an d adm inistered by the European Money Markets In stitute ("EMMI"). As at
the date of this Base Prospectus, EMMI is authorised as benchm ark adm inistrators and included on the register of adm inistrators and benchm arks
established and maintained by the European Securities and Markets Authority pursuant to article 36 of Regulation (EU) 20 16/ 10 11 (the
"Be n ch m arks Re gu latio n ").
The Covered Bon ds (other than Registered Covered Bonds) will be issued in dem aterialised form (em esse in form a dem aterializzata) on the term s
of, and subject to, the Term s and Conditions of the Covered Bonds and the relevant Final Term s and will be held in such form on behalf of the
beneficial owners, until redem ption or can cellation thereof, by Monte Titoli S.p.A., com m ercial nam e "Euronext Securities Milan", ("Mo n te Tito li")
for the account of the relevant Monte Titoli Account Holders. The expression "Mo n te Tito li Acco u n t H o lde rs " m eans any authorised institution
entitled to hold accounts on behalf of their custom ers with Monte Titoli (and includes any relevant Clearing System ) which holds account with Monte
Titoli or any depository banks appointed by any authorised financial interm ediary institution entitled to hold accounts on behalf of their custom ers
with Monte Titoli and includes any depositary banks appointed by Euroclear Ban k S.A. / N.V. ("Eu ro cle ar") and Clearstream Banking, société
anonym e, Luxem bourg ("Cle ars tre am "). Each Series (or Tranche) is and will be deposited with Monte Titoli on the relevant Issue Date (as defined
in the "Term s and Conditions of the Covered Bonds" below). Covered Bonds (other than Registered Covered Bonds) will at all tim e be evidenced by,
and title thereto will be tran sferrable by m eans of, book-entries in accordance with the provisions of (i) Article 83-bis and ff. of the Legislative Decree
no. 58 of 24 February 1998 (as am ended, the "Fin a n cial Se rvice s Act") and (ii) the J oint Resolution (as defined below), as am ended an d
supplem ented from tim e to tim e. Monte Titoli shall act as depository for Clearstream and Euroclear. No certificate or physical docum ent of title will
be issued in respect of the Covered Bonds (other than the Registered Covered Bonds).
The Covered Bonds m ay also be issued in registered form as Germ an law govern ed registered covered bonds (Nam ensschuld v erschreibungen ) (the
"Re gis te re d Co ve re d B o n ds "). The terms and conditions of the relevant Registered Covered Bon ds (the "Re gis te re d CB Co n ditio n s ") will
specify the m inim um denom ination for the relevant Registered Covered Bonds, which will n ot be listed.
Before the Maturity Date the Covered Bonds will be subject to optional redem ption in whole or in part in certain circumstances, as set out in
Condition 8 (Redem ption and Purchase).
Each Series (or Tranche) issued under the Program m e specified in the relevant Final Term s m ay be assigned a rating by Fitch Ratings Ireland
Lim ited ("Fitch " or the "Ratin g Age n c y") which is established in the European Union and registered under the EU CRA Regulation (as defined
below). Conditions precedent to the issuance of any Series or Tranche include that the Rating Agency confirm s (where applicable) that the issuance
of such Series or Tranches will n ot result in a reduction or withdrawal of the then current ratings of any of the then outstanding Series or Tranche.
Whether or not the credit rating applied for in relation to relevant Series of Covered Bonds will be (i) issued or endorsed by a credit rating agency




established in the European Union and registered under Regulation (EC) No. 10 60 / 20 0 9 of the European Parliam ent and of the Council of 16
Septem ber 20 0 9 on credit rating agencies as from time to tim e am ended (the "EU CRA Re gu latio n ") or by a credit rating agency which is certified
under the EU CRA Regulation and/ or (ii) issued or endorsed by a credit rating agency established in the United Kingdom ("U K") and registered
under the CRA Regulation as it form s part of dom estic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 20 18 (as
am ended) (the "U K CRA Re gu latio n ") or by a credit rating agency which is certified under the UK CRA Regulation, will be disclosed in the
applicable 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 unless un less (1) the rating is provided by a
credit rating agency not established in the European Union but endorsed by a credit rating agency established in the European Union and registered
under the EU CRA Regulation or (2) the rating is provided by a credit rating agency not established in the European Union which is certified under
the EU CRA Regulation. In general, UK 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 UK and registered under the UK CRA Regulation unless (1) the rating is provided by a credit rating agency not
established in the UK but endorsed by a credit rating agency established in the UK and registered under the UK CRA Regulation or (2) the rating is
provided by a credit rating agency not established in the UK which is certified under the UK CRA Regulation. The European Securities and Markets
Authority (the ESMA) is obliged to m aintain on its website, https:/ / www.esm a.europa.eu/ page/ List-registered-and-certified-CRAs, a list of credit
rating agencies registered and certified in accordance with the EU CRA Regulation. The Financial Conduct Authority (the FCA) is obliged to
m aintain on its website, https:/ / register.fca.org.uk/ s/ search?q=fitch&type=Com panies), a list of credit rating agencies registered and certified in
accordance with the UK CRA Regulation. A cre dit ratin g is n o t a re co m m e n datio n to bu y, s e ll o r h o ld Co ve re d Bo n ds an d m ay be
s u bje ct to s u s p e n s io n , re d u ctio n , re vis io n o r w ith d raw al by th e as s ign in g Ra tin g Age n c y an d e ach ratin g s h all be e valu ate d
in d e p e n d e n tly o f an y o th e r.
A n i n v e s t m e n t i n Co ve re d B o n d s i s s u e d u n d e r t h e P r o g r a m m e i n v o lv e s c e r t a i n r i s k s . Fo r a d i s c u s s i o n o f t h e s e r i s k s , s e e "R i s k
Fa c t o r s " b e g i n n i n g o n p a g e 4 6 .

Arran ge r o f th e Pro gram m e
Me d io ba n ca ­ Ban ca d i Cre d ito Fin a n ziario S.p .A.
2



RESPON S IBILITY STATEMEN TS AN D N OTICE TO IN VESTORS
This document constitutes a base prospectus for the Issuer for the purposes of Article 8 of the
Prospectus Regulation (the "Bas e Pro s p e ctu s ") and for the purposes of giving information
with regard to the Issuer, the Seller, the Guarantor, the Covered Bonds and the Asset Monitor
which, according to the particular nature of the Covered Bonds, is necessary to enable investors
to make an informed assessment of the assets and liabilities, financial position, profit and losses
and prospects of the Issuer, of the Seller, of the Guarantor, of the Asset Monitor and of the rights
attaching to the Covered Bonds.
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the
best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the
case) the information and data contained in the Base Prospectus are in accordance with the facts
and do not contain any om ission likely to affect the im port of such information and data.
The Seller accepts responsibility for the information contained in this Base Prospectus under the
sections headed "Description of the Seller", "Credit and Collection Policies" and "The Cover
Pool". To the best of th e kn owledge of the Seller (havin g taken all reason able care to en sure that
such is the case) the information and data in relation to which it is responsible as described
above are in accordance with the facts and do not contain any om ission likely to affect the im port
of such information and data. The Seller accepts responsibility for its relevant sections of this
Base Prospectus, but does not accept responsibility for any other parts of this Base Prospectus.
The Guarantor accepts responsibility for the information contained in this Base Prospectus
under the sections headed "Description of the Guarantor". To the best of the knowledge of the
Guarantor (having taken all reasonable care to ensure that such is the case) the information and
data in relation to which it is responsible as described above are in accordance with the facts and
do not contain any omission likely to affect the im port of such information and data. The
Guarantor accepts responsibility for its relevant section of this Base Prospectus, but does not
accept responsibility for any other parts of this Base Prospectus.
The Asset Monitor accepts responsibility for the information contained in this Base Prospectus
under the sections headed "Description of the Asset Monitor". To the best of the knowledge of
the Asset Monitor (having taken all reasonable care to ensure that such is the case) the
information and data in relation to which it is responsible as described above are in accordance
with the facts and do not contain any omission likely to affect the im port of such information and
data. The Asset Monitor accepts responsibility for its relevant section of this Base Prospectus,
but does not accept responsibility for any other part of this Base Prospectus.
Each of the Issuer and the Guarantor, having made all reasonable enquiries, confirms that (i)
this Base Prospectus contains all information with respect to the Issuer and the Guarantor, the
Covered Bonds and the Guarantee which is material in the context of the issue and offering of
the Covered Bonds, (ii) the statements contained in this Base Prospectus relating to the Issuer
and the Guarantor are in every material respect true and accurate and not misleading, the
opinions and intentions expressed in this Base Prospectus with regard to the Issuer and the
Guarantor are honestly held, have been reached after considering all relevant circumstances and
are based on reasonable assumptions, (iii) there are no other facts in relation to the Issuer, the
Guarantor, the Covered Bonds or the Guarantee the omission of which would, in the context of
the issue and offering of Covered Bonds, make any statement in this Base Prospectus misleading
in any material respect and (iv) all reasonable enquiries have been made by the Issuer and the
Guarantor to ascertain such facts and to verify the accuracy of all such information and
statements.
3



This Base Prospectus should be read and construed with any supplement hereto and with any
documents incorporated by reference herein and, in relation to any Series/ Tranche of Covered
Bonds, should be read and construed together with the relevant Final Terms. Copies of the Final
Terms will be available from the registered office of the Issuer and the specified office set out
below of the Luxembourg Listing Agent (as defined below) and on the website of the
Luxem bourg Stock Exchange (www.luxse.com) and, where applicable, on Mediobanca's website
(www.m ediobanca.com ).
Full information on the Issuer, the Guarantor, the Seller and any Series/ Tranche of Covered
Bonds is only available on the basis of the com bination of the Base Prospectus, any supplements,
the relevant Final Terms and the documents incorporated by reference.
Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them in the
"Term s and Conditions of the Covered Bonds" below, unless otherwise defined in the single
section of this Base Prospectus in which they are used.
No person has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the issue or sale of the Covered
Bonds and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer, the Guarantor or any of the Dealers. Neither the delivery of
this Base Prospectus or any Final Terms nor any sale made in connection herewith shall, under
any circumstances, create any im plication that there has been no change in the affairs of the
Issuer or the Guarantor since the date hereof or the date upon which this document has been
most recently supplemented or that there has been no adverse change in the financial position of
either the Issuer or the Guarantor since the date hereof or the date upon which this document
has been most recently supplemented or that any other information supplied in connection with
the Program me is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
Th e co n te n ts o f th is Ba s e Pro s p e c tu s s h o u ld n o t be co n s tru e d as p ro vid in g le gal,
bu s in e s s , acco u n tin g o r tax a d vice . Eac h p ro s p e ctive in ve s to r s h o u ld d e te rm in e fo r
its e lf th e re le va n c e o f th e in fo rm atio n co n tain e d in th is B as e P ro s p e ctu s a n d its
p u rch as e o f Co ve re d B o n d s s h o u ld be bas e d u p o n s u c h in ve s tigatio n as it d e e m s
n e c e s s a ry an d s h o u ld c o n s u lt its o w n le gal, bu s in e s s , a cco u n tin g a n d tax ad vis e rs
p rio r to m akin g a d e c is io n to in ve s t in th e Co ve re d Bo n d s .
The Arranger, the Dealers and the Representative of the Bondholders have not separately
verified the information contained in this Base Prospectus. Accordingly none of the Arranger, the
Dealers or the Representative of the Bondholders makes any representation, express or im plied,
or accepts any responsibility, with respect to the accuracy or completeness of any of the
information in this Base Prospectus or any other information provided by the Issuer, the Seller,
the Guarantor or the Asset Manager in connection with the Covered Bonds or their distribution.
N e ith e r th is Bas e Pro s p e ctu s n o r a n y o th e r in fo rm atio n s u p p lie d in co n n e ctio n
w ith th e Pro gra m m e o r th e is s u e o f an y Co ve re d Bo n d s co n s titu te s an o ffe r o f, o r
an in vitatio n by o r o n be h alf o f th e Is s u e r, th e Gu aran to r o r a n y o f th e D e ale rs to
s u bs cribe fo r, o r p u rc h as e , a n y Co ve re d Bo n d s .
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Covered Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of
the Covered Bonds may be restricted by law in certain jurisdictions. The Issuer, the Seller, the
Guarantor, the Dealers, the Asset Monitor, the Arranger and the Representative of the
4



Bondholders do not represent that this Base Prospectus may be lawfully distributed, or that any
Covered Bond may be lawfully offered, in compliance with any applicable registration or other
requirem ents in any such jurisdiction, or pursuant to an exem ption available thereunder, or
assume any responsibility for facilitating any such distribution or offering. No action has been
taken by the Issuer, the Seller, the Guarantor, the Dealers, the Arranger and the Representative
of the Bondholders which is intended to perm it a public offering of any Covered Bonds outside
Luxem bourg or distribution of this Base Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Covered Bonds m ay be offered or sold, directly or indirectly,
and neither this Base Prospectus nor any advertisement or other offering m aterial may be
distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Covered Bonds may come must inform themselves about, and observe, any
such restrictions on the distribution of this Base Prospectus and the offering and sale of Covered
Bonds. In particular, there are restrictions on the distribution of this Base Prospectus and the
offer or sale of Covered Bonds in the United States, the United Kingdom , J apan and the
European Economic Area (including, inter alia, the Republic of Italy, Ireland, Luxem bourg,
France and the Netherlands), see also section headed ``Subscription and Sale''.
The language of the Base Prospectus is English. Certain legislative references and technical
terms have been cited in their original language in order that the correct technical meaning may
be ascribed to them under applicable law. Where a claim relating to the information contained in
this Base Prospectus is brought before a court in a member State of the European Econom ic Area
(a Me m be r State ), the plaintiff may, under the national legislation of the Mem ber State where
the claim is brought, be required to bear the costs of translating the Base Prospectus before the
legal proceedings are initiated.
In this Base Prospectus, references to or e u ro or Eu ro are to the single currency introduced
at the start of the Third Stage of European Econom ic and Monetary Union pursuant to the
Treaty establishing the European Community, as amended; references to U.S.$ or U.S. Do llar
are to the currency of the Unites States of America; references to £ or UK Ste rlin g are to the
currency of the United Kingdom; references to Italy are to the Republic of Italy; references to
laws and regulations are, unless otherwise specified, to the laws and regulations of Italy; and
references to billions are to thousands of millions.
Certain monetary amounts and currency conversions included in this Base Prospectus have been
subject to rounding adjustments; accordingly, figures shown as totals in certain tables may not
be an arithmetic aggregation of the figures which preceded them .
This Base Prospectus may only be used for the purpose for which it has been published.
This Base Prospectus and any Final Terms may not 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.
Each initial and subsequent purchaser of a Covered Bond will be deemed, by its acceptance of
the purchase of such Covered Bond, to have made certain acknowledgements, representations
and agreements intended to restrict the resale or other transfer thereof as set forth therein and
described in this Base Prospectus and, in connection therewith, may be required to provide
confirmation of its com pliance with such resale or other transfer restrictions in certain cases.
The Arranger is acting for the Issuer and no one else in connection with the Programme and will
not be responsible to any person other than the Issuer for providing the protection afforded to
clients of the Arranger or for providing advice in relation to the issue of the Covered Bonds.
5



In co n n e c tio n w ith th e is s u e o f a n y S e rie s o r Tran ch e u n d e r th e Pro gra m m e , th e
D e ale r ( if an y) w h ich is s p e cifie d in th e re le van t Fin al Te rm s as th e s tabilis in g
m a n age r ( th e Stabilis in g Man age r) o r a n y p e rs o n actin g fo r th e Stab ilis in g
Man age r m ay o ve r-allo t a n y s u c h Se rie s o r Tran c h e o r e ffe ct tran s ac tio n s w ith a
vie w to s u p p o rtin g th e m a rke t p rice o f s u ch S e rie s o r Tran ch e at a le ve l h igh e r th an
th a t w h ic h m igh t o th e rw is e p re va il fo r a lim ite d p e rio d . H o w e ve r, th e re m ay b e n o
o bligatio n o n th e S tabilis in g Ma n age r ( o r a n y age n t o f th e Stabilis in g Man age r) to
d o th is . An y s tab ilis atio n a ctio n m ay b e gin o n o r afte r th e d ate o n w h ich a d e q u ate
p u blic d is clo s u re o f th e fin al te rm s o f th e o ffe r o f th e Co ve re d Bo n d s is m ad e an d ,
if be gu n , m ay be e n d e d at an y tim e , bu t it m u s t e n d n o late r th a n th e e a rlie r o f 3 0
d ays afte r th e is s u e d a te o f th e re le va n t S e rie s o r Tra n c h e an d 6 0 d ays afte r th e
d ate o f th e allo tm e n t o f an y s u c h Se rie s o r Tran ch e . S u c h s tabilis in g s h all be in
co m p lian c e w ith all ap p licable law s , re gu latio n s an d ru le s .
PRIIPs / IMPORTAN T ­ EEA RETAIL IN VESTORS - The Covered Bonds are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Econom ic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 20 14/ 65/ EU of the European Parliam ent and of the Council
on markets in financial instruments (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive 20 16/ 97/ EU (as am ended, the "In s u ran ce Dis tribu tio n D ire ctive "),
where that customer would not qualify as a professional client as defined in point (10 ) of article
4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No
1286/ 20 14 (as am ended, the "PRIIPs Re gu latio n ") for offering or selling the Covered Bonds
or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Covered Bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
PRIIPs / IMPORTAN T ­ U K RETAIL IN VESTORS - The Covered Bonds are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the UK. For these purposes, a retail investor m eans a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 20 17/ 565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 20 18 (as amended) (the "EU W A"); or (ii) a customer within the m eaning of
the provisions of the Financial Services and Markets Act 20 0 0 , as amended (the "FSMA") and
any rules or regulations made under the FSMA to im plem ent the Insurance Distribution
Directive, where that customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 60 0 / 20 14 as it forms part of domestic law by virtue of the
EUWA. Consequently no key information document required by the PRIIPs Regulation as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Re gu latio n ") for offering
or selling the Covered Bonds or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Covered Bonds or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PROD U CT GOVERN AN CE / TARGET MARKET - The Final Term s in respect of
any Covered Bonds will include a legend entitled "MiFID II product governance" which will
outline the target market assessment in respect of the Covered Bonds and which channels for
distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or
recommending such Covered Bonds (a "d is tribu to r") should take into consideration the target
market assessm ent; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Covered Bonds (by either adopting or refinin g
the target market assessment) and determ ining appropriate distribution channels. A
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determination will be made at the time of issue about whether, for the purpose of the product
governance rules under EU Delegated Directive 20 17/ 593 (the "MiFID Pro du ct Go ve rn an ce
Ru le s "), any Dealer subscribing for any Covered Bonds is a m anufacturer in respect of such
Covered Bonds, 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.
U K MiFIR p ro d u ct go ve rn a n c e / targe t m arke t ­ The Final Term s in respect of any
Covered Bonds will include a legend entitled "UK MiFIR Product Governance" which will
outline the target market assessment in respect of the Covered Bonds and which channels for
distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or
recommending the Covered Bonds (a "dis tribu to r") should take into consideration the target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK MiFIR Pro du ct Go ve rn an ce Ru le s ") is
responsible for undertaking its own target market assessment in respect of the Covered Bonds
(by either adopting or refining the target market assessment) and determ ining appropriate
distribution channels. A determination will be made in relation to each issue about whether, for
the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Covered
Bonds is a manufacturer in respect of such Covered Bonds, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
UK MIFIR Product Governance Rules.
LEGAL IN VESTMEN T CON SID ERATION S
The investment activities of certain investors are subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should consult
its legal advisers to determine whether and to what extent (a) Covered Bonds are legal
investments for it, (b) Covered Bonds can be used as collateral for various types of borrowing
and "repurchase" agreements and (c) other restrictions apply to its purchase or pledge of any
Covered Bonds. Financial institutions should consult their legal advisors or the appropriate
regulators to determ ine the appropriate treatment of Covered Bonds under any applicable risk-
based capital or similar rules.
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TH E COVERED B ON D S MAY N OT BE A S U ITABLE IN VESTMEN T FOR ALL
IN VESTORS
Each potential investor in the Covered Bonds must determine the suitability of that investment
in light of its own circumstances. In particular, each potential investor should:
(i)
have the requisite knowledge and experience in financial and business matters to evaluate
the merits and risks of an investment in the Covered Bonds;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate such m erits and
risks in the context of their financial situation;
(iii) be capable of bearing the economic risk of an investment in the Covered Bonds; and
(iv) recognise that it may not be possible to dispose of the Covered Bonds for a substantial
period of time, if at all.
Prospective investors in the Covered Bonds should make their own independent decision
whether to invest in the Covered Bonds and whether an investment in the Covered Bonds is
appropriate or proper for them, based upon their own judgment and upon advice from such
advisers as they may deem necessary.
Some Covered Bonds are complex financial instrum ents. Sophisticated institutional investors
generally do not purchase complex financial instruments as stand-alone investments. They
purchase complex financial instruments as a way to reduce risk or enhance yield with an
understood, measured, appropriate addition of risk to their overall portfolios. A potential
investor should not invest in Covered Bonds which are complex financial instruments unless it
has the expertise (either alone or with a financial adviser) to evaluate how the Covered Bonds
will perform under changing conditions, the resulting effects on the value of the Covered Bonds
and the impact this investm ent will have on the potential investor's overall investm ent portfolio.
IN D U STRY AN D MARKET D ATA AN D TH IRD P ARTIES IN FORMATION
Information regarding markets, market size, market share, market position, growth rates and
other industry data pertaining to the Issuer and the Group's business contained in this Base
Prospectus consists of estimates based on data reports compiled by professional organisations
and analysts, on data from other external sources, and on the Issuer's knowledge of its markets.
In many cases, there is no readily available external information (whether from trade
associations, government bodies or other organisations) to validate market-related analyses and
estimates, requiring the Issuer to rely on internally developed estimates. There are a number of
factors that could cause actual results and developments to differ materially from those
expressed or implied by this information. While the Issuer has com piled, extracted and, to the
best of its knowledge, correctly reproduced market or other industry data or any other
information from external sources, including third parties or industry or general publications,
neither the Issuer nor the Dealers have independently verified that data. The Issuer cannot
assure investors of the accuracy and completeness of, and takes no responsibility for, such data
other than the responsibility for the correct and accurate reproduction thereof. The information
in this Base Prospectus has been accurately reproduced and no facts have been omitted that
would render the reproduced information inaccurate or misleading. However, information
regarding the sectors and markets in which the Group operates may not be available for certain
periods and, accordingly, such information may not be current as of the date of this Base
Prospectus. All sources of such information have been identified where such information is used.
Similarly, while the Issuer believes such information to be reliable and believes its internal
estimates to be reasonable and confirms all information to be up to date on the date of approval
8



of this Base Prospectus, it has not been verified by any independent sources. Undue reliance
should therefore not be placed on such information.


9



IN D EX
RESPONSIBILITY STATEMENTS AND NOTICE TO INVESTORS ..................................................................... 3
LEGAL INVESTMENT CONSIDERATIONS........................................................................................................... 7
THE COVERED BONDS MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS ......................... 8
INDUSTRY AND MARKET DATA AND THIRD PARTIES INFORMATION ...................................................... 8
INDEX ..................................................................................................................................................................... 10
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................ 11
RISK FACTORS ...................................................................................................................................................... 46
STRUCTURE DIAGRAM ........................................................................................................................................ 75
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................. 76
DESCRIPTION OF THE ISSUER ..........................................................................................................................78
DESCRIPTION OF THE SELLER ........................................................................................................................ 10 2
DESCRIPTION OF THE GUARANTOR .............................................................................................................. 121
DESCRIPTION OF THE ASSET MONITOR ....................................................................................................... 126
THE COVER POOL ............................................................................................................................................... 127
CREDIT STRUCTURE .......................................................................................................................................... 130
ACCOUNTS AND CASH FLOWS ......................................................................................................................... 139
DESCRIPTION OF THE TRANSACTION DOCUMENTS .................................................................................. 143
SELECTED ASPECTS OF ITALIAN LAW ........................................................................................................... 167
TAXATION IN THE REPUBLIC OF ITALY ........................................................................................................ 179
TAXATION IN LUXEMBOURG .......................................................................................................................... 190
TERMS AND CONDITIONS OF THE COVERED BONDS ................................................................................ 192
RULES OF THE ORGANISATION OF THE BONDHOLDERS ........................................................................ 238
FORM OF FINAL TERMS ................................................................................................................................... 264
KEY FEATURES OF REGISTERED COVERED BONDS (NAMENSSCHULD
VERSCH R EIBUN GEN ) ........................................................................................................................................ 277
USE OF PROCEEDS .............................................................................................................................................279
SUBSCRIPTION AND SALE ............................................................................................................................... 280
GENERAL INFORMATION ................................................................................................................................ 284
GLOSSARY ........................................................................................................................................................... 287
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