Obligation EmilianoCredito Spa 0.875% ( IT0005066763 ) en EUR

EmilianoCredito Spa

100 % ⇌

Italie

IT0005066763 ( en EUR )

0.875% par an ( paiement annuel )

05/11/2021 - Obligation échue

Prospectus brochure de l'obligation Credito Emiliano Spa IT0005066763 en EUR 0.875%, échue

100 000 EUR

750 000 000 EUR

Credito Emiliano SpA est une banque italienne principalement active dans le secteur bancaire de détail, offrant une gamme de services financiers aux particuliers et aux entreprises, avec une forte présence dans l'Émilie-Romagne.

L'instrument de dette ISIN IT0005066763, une obligation libellée en EUR émise par Credito Emiliano Spa ? une institution bancaire italienne reconnue pour ses activités de banque de détail et commerciale ? représentait une émission totale de 750 000 000 EUR, avec un taux d'intérêt annuel de 0,875% et une fréquence de paiement annuelle, pour une taille minimale d'achat de 100 000 EUR ; cet actif financier, ayant atteint sa maturité le 5 novembre 2021, a été intégralement remboursé à sa valeur nominale de 100%, clôturant ainsi son cycle de vie pour les investisseurs.

Prospectus
Credito Emiliano S.p.A.
(incorporated as a joint stock company in the Republic of Italy)
5,000,000,000 Covered Bond Programme (Obbligazioni Bancarie Garantite)
unconditionally and irrevocably guaranteed as to payments of interest and principal by
CREDEM CB S.r.l.

(incorporated as a limited liability company in the Republic of Italy)

Except where specified otherwise, capitalised words and expressions in this Prospectus have the meaning given to them in the
section entitled "Glossary".
Under this 5,000,000,000 covered bond programme (the "Programme"), Credito Emiliano S.p.A. ("CREDEM or the "Issuer" or
the "Bank") may from time to time issue covered bonds (obbligazioni bancarie garantite) (the "Covered Bonds") denominated in
any currency agreed between the Issuer and the relevant Dealer(s), pursuant to article 7-bis of Italian law No. 130 of 30 April 1999
(Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Law 130") and regulated by the Decree of the
Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the "MEF Decree") and the
supervisory instructions relating to covered bonds (obbligazioni bancarie garantite) under Part III, Chapter 3 of Circular of the
Bank of Italy No. 285 of 17 December 2013 containing the "Disposizioni di vigilanza per le banche", as further implemented or
amended (the "Bank of Italy Regulations").
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed
5,000,000,000 (or its equivalent in other currencies calculated as described herein, unless increased in accordance with the
Programme Documents). This Programme Limit may be increased in accordance with the terms of the Programme Agreement and,
according to Article 2, letter (h), of Regulation (EU) No. 382 of 2014, the Issuer will publish a supplement to the Prospectus.
The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, guaranteed by the
Guarantor and will rank pari passu without preference among themselves and (save for any applicable statutory provisions) at least
equally with all other present and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding. In
the event of a compulsory winding-up of the Issuer, any funds realised and payable to the Bondholders will be collected by the
Guarantor on their behalf.
CREDEM CB S.r.l. (the "Guarantor") has guaranteed payments of interest and principal under the Covered Bonds pursuant to a
guarantee (the "Guarantee") which is backed by a pool of assets (the "Cover Pool") made up, in respect of the Initial Portfolio, of
residential mortgage loans and, in respect to any Subsequent Portfolio of residential and/or commercial mortgage loans and possibly
of other Eligible Assets (including Public Assets within the limit of 10% of the Cover Pool, provided that such limit may be
temporarily exceeded if necessary in order to cure a breach of Tests) assigned and to be assigned to the Guarantor by the Issuer.
Recourse against the Guarantor under the Guarantee is limited to the Cover Pool.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the competent
authority in the Grand Duchy of Luxembourg for the purposes of the Directive 2003/71/EC which includes amendments made by
Directive 2010/73/EU (the "Prospectus Directive"), as a base prospectus issued in compliance with the Prospectus Directive and
relevant implementing measures in Luxembourg for the purposes of giving information with regard to the issue of Covered Bonds
under the Programme during the period 12 months after the date hereof. By approving the Prospectus, the CSSF gives no
undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the
provisions of article 7 (7) of the Luxembourg Law on prospectuses for securities.
Application has been made for Covered Bonds issued under the Programme during the period of 12 months from the date of this
Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC. The Programme also permits
Covered Bonds to be issued on the basis that (i) they will be admitted to listing, trading and/or quotation by such other or further
competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer or (ii) they will not be admitted to
listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system.

An investment in Covered Bonds issued under the Programme involves certain risks. See the section entitled "Risk Factors"
of this Prospectus for a discussion of certain risks and other factors to be considered in connection with an investment in the
Covered Bonds.
The Covered Bonds will be issued in dematerialised form, or in registered form (the "Registered Covered Bonds"). Covered Bonds
issued in dematerialised form will be held on behalf of their ultimate owners by Monte Titoli S.p.A. whose registered office is in
Milan, at Piazza degli Affari, No.6, Italy, ("Monte Titoli") for the account of the relevant Monte Titoli account holders. Monte
Titoli will also act as depository for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream"). The Covered Bonds issued in dematerialised form will at all times be held in book entry form and title to the
Covered Bonds will be evidenced by book-entries in accordance with the provisions of Legislative Decree No. 58 of 24 February
1998, as amended and supplemented (the "Financial Laws Consolidated Act") and implementing regulations and with the joint
regulation of the Commissione Nazionale per le Società e la Borsa ("CONSOB") and the Bank of Italy dated 22 February 2008 and
published in the Official Gazette of the Republic of Italy (Gazzetta Ufficiale della Repubblica Italiana) No. 54 of 4 March 2008, as
subsequently amended and supplemented. No physical document of title will be issued in respect of the Covered Bonds issued in
dematerialised form.
The Covered Bonds will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out
in Condition 10 (Redemption and Purchase)). Unless previously redeemed in full in accordance with the Conditions, the Covered
Bonds of each Series will be redeemed at their Final Redemption Amount on the relevant Maturity Date (or, as applicable, the
Extended Maturity Date), subject as provided in the relevant Final Terms.
As at the date of this Prospectus, payments of interest and other proceeds in respect of the Covered Bonds may be subject to
withholding or deduction for or on account of Italian substitute tax, in accordance with Italian Legislative Decree No. 239 of 1 April
1996 (the "Decree No. 239"), as amended and supplemented from time to time, and any related regulations. Upon the occurrence of
any withholding or deduction for or on account of tax from any payments under any Series of Covered Bonds, neither the Issuer nor
any other person shall have any obligation to pay any additional amount(s) to any holder of Covered Bonds of any Series. For
further details see the section entitled "Taxation".
Each Series of Covered Bonds may or may not be assigned a rating by one or more Rating Agencies.
Each Series of Covered Bonds issued under the Programme, if rated, is expected to be assigned, unless otherwise stated in the
applicable Final Terms, a rating as specified in the relevant Final Terms by Moody's Investor Service Limited ("Moody's") and/or
by Fitch Ratings Ltd. and any other rating agency which may be appointed from time to time by the Issuer in relation to any
issuance of Covered Bonds or for the remaining duration of the Programme ("Fitch" and, together with Moody's, and any such
other rating agency, the "Rating Agencies" and, each of them, a "Rating Agency"). Whether or not each credit rating applied for in
relation to the relevant Series of Covered Bonds will be issued by a credit rating agency established in the European Union and
registered under (EC) No.1060/2009, as amended from time to time, including also by Regulation (EC) No. 462/2013 and
Regulation (EC) No. 513/2011 (the "CRA Regulation") will be disclosed in the Final Terms. The credit ratings included or referred
to in this Prospectus have been issued by a Rating Agency, which is established in the European Union and is registered under the
CRA Regulation. As such Moody's and Fitch are included in the list of credit rating agencies published by the European Securities
and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with
such CRA Regulation. In general, European regulated investors are restricted from using a rating for regulatory purposes if such
rating is not issued by a credit rating established in the European Union and registered under the CRA Regulation.
A credit rating, if provided, is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating agency and each rating agency shall be evaluated independently of any other.
ARRANGER AND DEALER
BARCLAYS

DEALERS

BNP PARIBAS
CRÉDIT AGRICOLE Corporate and
CREDIT SUISSE
Investment Bank

HSBC
ING
J.P. Morgan

NATIXIS
Nomura
SOCIÉTÉ GÉNÉRALE Corporate &

Investment Banking
THE ROYAL BANK OF SCOTLAND
UBS Investment Bank
UNICREDIT BANK

The date of this Prospectus is 3 October 2014.

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This Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
The Issuer, and the Guarantor, having made all reasonable enquiries, confirm that this Prospectus
contains all information which, according to the particular nature of the Issuer, the Guarantor and
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 and of the Guarantor and of
the rights attaching to the Covered Bonds, that the information contained herein is true, accurate and
not misleading in all material respects, that the opinions and intentions expressed in this Prospectus
are honestly held and that there are no other facts the omission of which would make this Prospectus
or any of such information or the expression of any such opinions or intentions misleading in any
material respect. The Issuer and the Guarantor accept responsibility accordingly.
The Issuer and the Guarantor (the latter solely for the section entitled "The Guarantor") accept
responsibility for the information contained in this Prospectus and the Final Terms for each Tranche
of Covered Bonds issued under the Programme. To the best of the knowledge of the Issuer and the
Guarantor (the latter solely for the section entitled "The Guarantor") (each having taken all
reasonable care to ensure that such is the case), the information contained in this Prospectus (and for
the Guarantor, in the section "The Guarantor" only) is in accordance with the facts and does not omit
anything likely to affect the importance of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus
(and, therefore, acting in association with the Issuer) in connection with an offer of Covered Bonds
are the persons named in the applicable Final Terms as the relevant Dealer(s).
This Prospectus is to be read and construed in conjunction with any supplement hereto, with all
documents which are incorporated herein by reference (see "Documents Incorporated by Reference")
and form part of this Prospectus, and, in relation to any Series of Covered Bonds, with the relevant
Final Terms.
Full information on the Issuer, the Guarantor and any Series of Covered Bonds is only available on
the basis of the combination of the Prospectus, any supplements, the relevant Final Terms and the
documents incorporated by reference.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Prospectus or any information supplied in connection with
the Programme or 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, the
Representative of the Bondholders or any of the Dealers or the Arranger. Neither the delivery of this
Prospectus nor the offering, sale or delivery of Covered Bonds made in connection therewith shall,
under any circumstances, create any implication 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 Prospectus has been most
recently supplemented or that there has been no adverse change in the financial position of the Issuer
or the Guarantor since the date hereof or the date upon which this Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is correct as
of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same. The Dealers expressly do not undertake to review the financial
condition or affairs of the Issuer or the Guarantor during the life of the Programme or to advise any
investor in the Covered Bonds of any information coming to their attention.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor, the Arranger or the Dealers to subscribe for, or purchase, any Covered Bonds.
The distribution of this Prospectus, any document incorporated herein by reference, any Final Terms
and the offering, sale and delivery of the Covered Bonds in certain jurisdictions may be restricted by

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law. Persons into whose possession this Prospectus or Final Terms come are required by the Issuer,
the Dealers and the Arranger to inform themselves about and to observe any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of Covered Bonds and on the
distribution of the Base Prospectus or any Final Terms and other offering material relating to the
Covered Bonds, see section entitled "Selling Restrictions" of this Prospectus. In particular, the
Covered Bonds have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act"). Subject to certain exceptions, Covered Bonds may not be
offered, sold or delivered within the United States of America or to US persons. There are further
restrictions on the distribution of this Prospectus and the offer or sale of Covered Bonds in the
European Economic Area (including the United Kingdom and the Republic of Italy), and in Japan.
For a description of certain restrictions on offers and sales of Covered Bonds and on distribution of
this Prospectus, see "Subscription and Sale".
Neither this Prospectus or supplement thereto, nor any Final Terms (or any part thereof) constitutes
an offer, nor may they be used for the purpose of an offer to sell any of the Covered Bonds, or a
solicitation of an offer to buy any of the Covered Bonds, by anyone in any jurisdiction or in any
circumstances in which such offer or solicitation is not authorised or is unlawful. Each recipient of
this 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 Seller and the Guarantor.
Save for the Issuer, no other party has separately verified the information contained in this
Prospectus. Accordingly, none of the Dealers or the Arranger make any representation, warranty or
undertaking, express or implied, or accept any responsibility, with respect to the adequacy, accuracy,
reasonableness or completeness of any of the information contained or incorporated in this
Prospectus or any other information provided by the Issuer, the Seller and the Guarantor in
connection with the Programme. Neither the Dealers, the Arranger nor the Representative of the
Bondholders accepts any liability in relation to the information contained or incorporated by
reference in this Prospectus or any other information provided by the Issuer, the Seller and the
Guarantor in connection with the Programme or the adequacy, accuracy, reasonableness or
completeness of the same. The Dealers and the Arranger do not accept any responsibility for the
compliance by any party with any provision of any document entered into in connection with the
Programme or any Series of Covered Bonds.
Neither this Prospectus nor any other information supplied in connection with the Programme or any
Covered Bonds (a) is intended to provide the basis of any credit or other evaluation or (b) should not
be considered as a recommendation by any of the Issuer, the Guarantor, the Representative of the
Bondholders, the Arranger or the Dealers that any recipient of this Prospectus or any other any other
information supplied in connection with the Programme or any Covered Bonds should purchase the
Covered Bonds. Each potential purchaser of Covered Bonds should determine for itself the relevance
of the information contained in this Prospectus and its purchase of Covered Bonds should be based
upon such investigation as it deems necessary. None of the Dealers, the Representative of the
Bondholders or the Arranger undertake to review the financial condition or affairs of the Issuer or the
Guarantor during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in Covered Bonds of any information coming to the attention of any of
the Dealers, the Representative of the Bondholders or the Arranger.
In this Prospectus, unless otherwise specified or unless the context otherwise requires, all references
to "£" or "Sterling" are to the currency of the United Kingdom, "Dollars" are to the currency of the
United States of America, reference to "Japanese Yen" is to the currency of Japan, reference to
"Swiss Franc" or "CHF" are to the currency of the Swiss Confederation and all references to "",
"euro" and "Euro" are to the lawful currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European
Union, as amended from time to time. References to "Italy" are to the Republic of Italy; references to

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laws and regulations are, unless otherwise specified, to the laws and regulations of Italy; and
references to billions are to thousands of millions.
Figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same item of information may vary, and figures which are totals may not be the
arithmetical aggregate of their components.
The language of this 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.
Each initial and subsequent purchaser of Covered Bonds will be deemed, by its acceptance of the
purchase of such Covered Bonds, 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 Prospectus and, in connection therewith, may be required to provide confirmation of its
compliance with such resale or other transfer restrictions in certain cases.
In connection with any Series of Covered Bonds, one or more Dealers may act as a stabilising
manager (the "Stabilising Manager"). The identity of the Stabilising Manager will be disclosed in the
relevant Final Terms. References in the next paragraph to "the issue" of any Series of Covered Bonds
are to each Series of Covered Bonds in relation to which any Stabilising Manager is appointed.
In connection with the issue of any Series of Covered Bonds, the Dealer or Dealers (if any) named
as the Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot Covered Bonds or effect transactions with a view to
supporting the market price of the Covered Bonds at a level higher than that which might otherwise
prevail for a limited period. However, there can be no assurance that the Stabilising Manager(s)
(or any person acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the final
terms of the offer of the relevant Series of Covered Bonds is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Series of Covered Bonds and 60 days after the date of the allotment of the relevant Series of
Covered Bonds. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance
with all applicable laws, regulations and rules.

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CONTENTS
OVERVIEW OF THE PROGRAMME ................................................................................................................. 2
RISK FACTORS .................................................................................................................................................. 21
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 55
SUPPLEMENTS, FINAL TERMS AND FURTHER PROSPECTUSES ........................................................... 58
CONDITIONS OF THE COVERED BONDS ..................................................................................................... 59
RULES OF THE ORGANISATION OF THE BONDHOLDERS .................................................................... 108
FORM OF FINAL TERMS ................................................................................................................................ 133
PRO FORMA REGISTERED COVERED BONDS .......................................................................................... 144
USE OF PROCEEDS ......................................................................................................................................... 146
THE ISSUER ...................................................................................................................................................... 147
THE GUARANTOR .......................................................................................................................................... 174
DESCRIPTION OF THE PROGRAMME DOCUMENTS ............................................................................... 178
CREDIT STRUCTURE ..................................................................................................................................... 195
CASHFLOWS .................................................................................................................................................... 206
DESCRIPTION OF THE COVER POOL .......................................................................................................... 212
THE ASSET MONITOR .................................................................................................................................... 216
DESCRIPTION OF CERTAIN RELEVANT LEGISLATION IN ITALY ....................................................... 217
TAXATION ....................................................................................................................................................... 227
SUBSCRIPTION AND SALE ........................................................................................................................... 236
GENERAL INFORMATION ............................................................................................................................. 240
GLOSSARY ....................................................................................................................................................... 244

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OVERVIEW OF THE PROGRAMME
This section constitutes a general description of the Programme for the purposes of Article 22(5) of
Commission Regulation (EC) No. 809/2004. The following overview does not purport to be complete
and is taken from, and is qualified in its entirety by, the remainder of this Prospectus and, in relation
to the terms and conditions of any particular Series of Covered Bonds, the applicable Final Terms.
Words and expressions defined elsewhere in this Prospectus shall have the same meaning in this
overview.
Structure Diagram

ASSET
SWAP PROVIDER
COVERED BOND

(if applicable)
SWAP PROVIDERS
Cover Pool
Reference
EURIBOR + EURIBOR
C B

rate (fixed /
+ [Margin]
Coupon
[Margin]

floating)

Bank of Italy

CREDEM CB S.r.l.

(SPV, Guarantor)
Oversight
Repayment of
Sale of
Purchase
Subordinated
Subordinated
Eligible
Monitoring

Price
Loan
Loan
Assets

CB
Guarantee

Monitoring
CREDEM

(Issuer , Seller )
Asset Monitor
CB Issuance
CB Proceeds
CB
Investors

PARTIES

Issuer
Credito Emiliano S.p.A., a bank incorporated in Italy as a
joint stock company, having its registered office at Via
Emilia S. Pietro 4, Reggio Emilia 42121, Italy, registered
with the Companies' Register of Reggio Emilia under
number 01806740153 and with the register of banks held by
the Bank of Italy under number 5350, authorised to carry out

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business in Italy pursuant to the Consolidated Banking Act.
For a more detailed description of the Issuer, see section "The
Issuer".
Guarantor
CREDEM CB S.r.l., a special purpose entity incorporated
under incorporated under the laws of Italy pursuant to article
7-bis of Law 130 dated 30 April 1999 ("Law 130") having its
registered office at Via V. Alfieri, 1, 31015 Conegliano (TV),
Italy, fiscal code and enrolment with the companies register
of Treviso number 04326290261, enrolled in the register
under number 41747 held by Bank of Italy pursuant to article
106 of the Consolidated Banking Act, being part of the
CREDEM Group, having as its sole purpose the ownership
of the Covered Pool and the granting of the Guarantee.
For a more detailed description of the Guarantor, see "The
Guarantor".
Seller
Pursuant to the terms of the Master Assets Purchase
Agreement, CREDEM will act as Seller. For a more detailed
description of CREDEM, see section "The Issuer".
Servicer
Pursuant to the terms of the Servicing Agreement, CREDEM
will act as Servicer.
For a more detailed description of CREDEM, see section
"The Issuer".
Subordinated Loan Provider
Pursuant to the Subordinated Loan Agreement, CREDEM
will act as Subordinated Loan Provider.
Investment Manager
Pursuant to the Cash Allocation, Management and Payments
Agreement, Credito Emiliano S.p.A. has been appointed as
Investment Manager.
Principal Paying Agent
BNP Paribas Securities Services, Milan branch has been
appointed as Principal Paying Agent (i) by the Issuer to act as
such until service of an Issuer Event of Default Notice, and
(ii) by the Guarantor, pursuant to the Cash Allocation,
Management and Payments Agreement, to act as such upon
delivery of an Issuer Event of Default Notice.
Any reference to the Principal Paying Agent included in this
Prospectus, shall include, for the avoidance of doubt, any
reference to additional paying agent and/or the Registered
Paying Agent appointed by the Issuer in relation to a specific
Series of Covered Bonds or Registered Covered Bonds.

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Calculation Agent
BNP Paribas Securities Services, Milan branch, a French
société en commandite par actions with registered office at
Rue d'Antin, 3, Paris, France, operating for the purpose
hereof through its Milan branch, whose registered office is at
via Ansperto, 5, 20123 Milan, Italy, registered with the
companies' register held in Milan at number 13449250151,
fiscal code and VAT number 13449250151, registered with
the register of banks (albo delle banche) held by the Bank of
Italy pursuant to article 13 of the Banking Act under number
5483, has been appointed as Calculation Agent pursuant to
the Cash Allocation, Management and Payments Agreement.
The significant business activities of BNP Paribas Securities
Services, Milan branch, a French société en commandite par
actions, consist of, inter alia, delivering agency solutions
covering all aspects of securitisation, structured finance and
debt capital markets. The main responsibilities of the
Calculation Agent consist of, inter alia, determining the
amounts payable by the Guarantor in accordance with the
relevant Priority of Payments and preparing and delivering
the Payments Report.
Test Calculation Agent
Pursuant to the Cash Allocation, Management and Payments
Agreement, Credito Emiliano S.p.A. has been appointed as
Test Calculation Agent.
Account Bank
Pursuant to the Cash Allocation, Management and Payments
Agreement, Credito Emiliano S.p.A. is acting as Account
Bank.
Cash Reserve Commingling
Pursuant to the Cash Allocation, Management and Payments
Account Bank
Agreement, Credito Emiliano S.p.A. is acting as Cash
Reserve Commingling Account Bank.
Asset Monitor
A reputable firm of independent accountants and auditors
will be appointed as Asset Monitor pursuant to a mandate
granted by the Issuer and the Asset Monitor Agreement. The
initial Asset Monitor will be Mazars S.p.A., a company
incorporated under the laws of Italy having its registered
office at Corso di Porta Vigentina 35, 20122 Milan, and
included in the Register of Certified Auditors held by the
Ministery for Economy and Finance Stage general
accounting office, at No. 41306.

Asset Swap Provider(s)
Any counterparty to the Guarantor under an Asset Swap
Agreement.
Covered Bond Swap Provider(s)
Any counterparty to the Guarantor under a Covered Bond

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Swap Agreement.
Listing Agent
BNP Paribas Securities Services, a French société en
commandite par actions with registered office at Rue
d'Antin, 3, Paris, France, operating for the purpose hereof
through its Luxembourg branch, whose registered offices is
at Rue De Gasperich No. 33, Howald - Hesperange, L-2085
(Luxembourg), is the Listing Agent.
Guarantor Corporate Servicer
Pursuant to the Corporate Services Agreement, Securitisation
Services S.p.A. has been appointed as Guarantor Corporate
Servicer
Guarantor Quotaholders
CREDEM and SVM Securitisation Vehicles Management
S.r.l.
Representative of the Bondholders
BNP Paribas Securities Services, Milan branch will act as
Representative of the Bondholders pursuant to the
Programme Agreement, the Intercreditor Agreement, the
Conditions and the Rules of the Organisation of the
Bondholders.
Registrar
Any institution which shall be appointed by the Issuer to act
as registrar in respect of the Registered Covered Bonds under
the Programme (the "Registrar").
Registered Paying Agent
Any institution which shall be appointed by the Issuer to act
as paying agent in respect of the Registered Covered Bonds
under the Programme, if any (the "Registered Paying
Agent").
Arranger
Barclays Bank PLC, whose registered office is at 5 The
North Colonnade, Canary Wharf, London E14 4BB, United
Kingdom.
Dealers
Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate
and Investment Bank, Credit Suisse Securities (Europe)
Limited, HSBC France, ING Bank N.V., J.P. Morgan
Securities plc, Natixis, Nomura International plc, Société
Générale, The Royal Bank of Scotland plc, UBS Limited and
Unicredit Bank AG.
THE PROGRAMME

Programme description
Under the terms of the Programme, the Issuer will issue
Covered Bonds (Obbligazioni Bancarie Garantite) on each

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