Obligation Carige Banca 0% ( IT0005220998 ) en EUR

Carige Banca

100 % ⇌

Italie

IT0005220998 ( en EUR )

25/01/2022 - Obligation échue

Prospectus brochure de l'obligation Banca Carige IT0005220998 en EUR 0%, échue

100 000 EUR

830 000 000 EUR

Banca Carige est une banque italienne basée à Gênes, ayant une histoire longue et complexe marquée par des difficultés financières et des restructurations successives.

Le marché financier a récemment acté la parfaite exécution de l'échéance d'une obligation émise par Banca Carige, un établissement bancaire historique italien, connu pour avoir traversé une période de restructuration significative avant son intégration au groupe BPER Banca. Ce titre de créance, identifié par le code ISIN IT0005220998, de type zéro coupon, n'offrant donc aucun taux d'intérêt périodique et prévoyant un unique paiement à maturité, a atteint sa date d'échéance le 25 janvier 2022 et a été intégralement remboursé à 100% de sa valeur nominale en euros. L'émission, d'un montant total de 830 000 000 EUR, était accessible avec une taille minimale d'achat fixée à 100 000 EUR, soulignant son positionnement pour des investisseurs qualifiés, marquant ainsi une clôture conforme aux attentes pour ce placement en provenance d'Italie.

BASE PROSPECTUS DATED 15 NOVEMBER, 2016
Banca Carige S.p.A.
(incorporated as a joint stock company in the Republic of Italy)
Euro 5,000,000,000 Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
Carige Covered Bond S.r.l.
(incorporated as a limited liability company in the Republic of Italy)
The Euro 5,000,000,000 Covered Bond Programme (the "Programme") described in this base prospectus (the "Base Prospectus") has been established by Banca Carige S.p.A.
("Banca Carige" or the "Issuer") for the issuance of covered bonds (the "Covered Bonds") guaranteed by Carige Covered Bond S.r.l. (the "Guarantor") pursuant to Article 7-
bis of law of 30 April 1999, No. 130, as amended and supplemented (the "Law 130") as implemented by Decree of the Ministry of Economy and Finance of 14 December 2006,
No. 310 (the "MEF Decree"), the Supervisory Instructions relating to covered bonds (Obbligazioni Bancarie Garantite) under Chapter III, Section 3, of the 5th update to
circular n. 285 dated 17 December 2013 containing the "Disposizioni di vigilanza per le banche", as further implemented or amended (the "BoI Regulations" and, together with
the Law 130 and the MEF Decree, jointly the "OBG Regulations"). The maximum aggregate nominal amount of all the Covered Bonds from time to time outstanding under the
Programme will not exceed Euro 5,000,000,000 (or its equivalent in other currencies calculated as described herein).
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 Covered Bondholders will be collected by the
Guarantor on their behalf.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purposes
of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in Luxembourg, which includes the amendments made by Directive 2010/73/EU
(the "2010 Amending 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 of 12 months after the date hereof. 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 (other than N Covered Bonds) to be admitted during the period of 12 months from the date of this Base Prospectus to listing on
the official list and trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2014/65/EU. In addition, the
Issuer and each relevant Dealer named under "Subscription and Sale" may agree to make an application to list a Series or Tranche on any other stock exchange as specified in
the relevant Final Terms. The Programme also permits Covered Bonds to be issued on an unlisted basis.
Covered Bonds may be issued in dematerialised form or in registered form also as German law governed registered covered bonds (Namensschuldverschreibung) (the "N
Covered Bonds"). The CSSF has neither reviewed nor approved the information contained in this Prospectus in relation to any issuance of the Covered Bonds that are not to be
publicly offered and not to be admitted to trading on the regulated market of any Stock Exchange in any EU Member State and for which a prospectus is not required in
accordance with the Prospectus Directive.
Where Covered Bonds issued under the Programme are admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member
State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, such Covered Bonds will not have a
denomination of less than Euro 100,000 (or, where the Covered Bonds are issued in a currency other than euro, the equivalent amount in such other currency). The terms and
conditions of the N Covered Bonds (the "N Covered Bond Conditions") will specify the minimum denomination for N Covered Bonds, which will not be listed. This document
does not constitute a prospectus for purposes of the German Capital Investments Act (Vermögensanlagengesetz).
Under the Programme, the Issuer may issue Covered Bonds denominated in any currency, including Euro, GBP, CHF, Yen and USD. Interest on the Covered Bonds shall
accrue monthly, quarterly, semi-annually, annually, in arrear at fixed or floating rate, increased or decreased by a margin. The Issuer may also issue Covered Bonds at a
discounted price with no interest accruing and repayable at nominal value (zero-coupon Covered Bonds).
The terms of each Series or Tranche will be set forth in the Final Terms relating to such Series or Tranche prepared in accordance with the provisions of this Base Prospectus
and, if listed, to be delivered to the regulated market of the Luxembourg Stock Exchange on or before the date of issue of such Series or Tranche.
The Covered Bonds issued in dematerialised form will be held on behalf of their ultimate owners, until redemption or cancellation thereof, 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. The expression "Monte Titoli
Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any Relevant
Clearing System which holds account with Monte Titoli or any depository banks appointed by the Relevant Clearing System. The expression "Relevant Clearing Systems"
means any of Clearstream Banking, Société Anonyme ("Clearstream, ") and Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"). Each Series or
Tranche is and will be deposited with Monte Titoli on the relevant Issue Date (as defined in the "Terms and Conditions of the Covered Bonds" below). Monte Titoli shall act as
depositary for Clearstream and Euroclear. 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 Services 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 No. 54 of 4 March 2008, as subsequently amended and supplemented. No physical document of title is and will be issued in respect of the
Covered Bonds issued in dematerialised form.
Before the Maturity Date the Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certain circumstances, as set out in Condition 8
(Redemption and Purchase).
The Issuer may agree with any Dealer that Covered Bonds may be issued in a form not contemplated by the Terms and Conditions of the Covered Bonds and the Terms and
Conditions of the N Covered Bonds herein, in which event (in the case of Covered Bonds admitted to the Official List only) a supplement to the base prospectus, if appropriate,
will be made available which will describe the effect of the agreement reached in relation to such Covered Bonds.
Each Series or Tranche may, on or after the relevant issue, be assigned a rating as specified in the relevant Final Terms by Fitch Ratings Limited ("Fitch Ratings"), and/or
DBRS Ratings Limited ("DBRS") and/or Moody's Investors Service Ltd. ("Moody's") and/or 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 (the "Rating Agencies"). The rating of certain Series or Tranches to be issued
under the Programme may be specified in the applicable Final Terms or in the N Covered Bond Conditions (as applicable). Whether or not each credit rating applied for in
relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended
(the "CRA Regulation") will be disclosed in the Final Terms or in the N Covered Bond Conditions (as applicable). The credit ratings included or referred to in this Base
Prospectus have been issued by Fitch and/or Moody's and/or DBRS, each of which is established in the European Union and each of which is registered under the CRA
Regulation. As such Fitch, Moody's and DBRS are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in
accordance with such CRA Regulation as of the date of this Prospectus.
A credit rating is not a recommendation to buy, sell or hold Covered Bonds and may be subject to revision or withdrawal by the assigning Rating Agency at any time
and each rating shall be evaluated independently of any other.
An investment in Covered Bond issued under the Programme involves certain risks. For a discussion of certain risks and other factors that should be considered in
connection with an investment in the Covered Bonds, see the section entitled "Risk Factors" of this Base Prospectus.
Joint Arrangers
UBS Investment Bank

The Royal Bank of Scotland plc
Dealers
UBS Investment Bank

The Royal Bank of Scotland plc

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CONTENTS

Page
RESPONSIBILITY STATEMENTS ........................................................................................................... 3
STRUCTURE DIAGRAM ........................................................................................................................... 8
RISK FACTORS .......................................................................................................................................... 9
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 76
DESCRIPTION OF BANCA CARIGE AND BANCA CARIGE GROUP ............................................. 123
BANCA CARIGE GROUP STRUCTURE.............................................................................................. 152
OVERVIEW OF FINANCIAL INFORMATION OF BANCA CARIGE GROUP ................................ 234
DESCRIPTION OF THE SELLERS ....................................................................................................... 242
DESCRIPTION OF THE GUARANTOR ............................................................................................... 246
DESCRIPTION OF THE ASSET MONITOR ......................................................................................... 249
DESCRIPTION OF THE COVER POOL COLLECTION AND RECOVERY PROCEDURES ........ 251
CREDIT STRUCTURE ........................................................................................................................... 266
ACCOUNTS AND CASH FLOWS ......................................................................................................... 272
DESCRIPTION OF THE TRANSACTION DOCUMENTS................................................................... 275
SELECTED ASPECTS OF ITALIAN LAW ........................................................................................... 297
TERMS AND CONDITIONS OF THE COVERED BONDS ................................................................. 307
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ...................................... 345
FORM OF FINAL TERMS ...................................................................................................................... 368
PRO FORMA N COVERED BOND, N COVERED BOND CONDITIONS, N COVERED BOND
ASSIGNMENT AGREEMENT AND N COVERED BOND AGREEMENT ........................................ 376
TAXATION IN THE REPUBLIC OF ITALY ........................................................................................ 405
LUXEMBOURG TAXATION ................................................................................................................ 413
SUBSCRIPTION AND SALE ................................................................................................................. 417
GENERAL INFORMATION .................................................................................................................. 421
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 426
SUPPLEMENT TO THE BASE PROSPECTUS .................................................................................... 429
GLOSSARY ............................................................................................................................................. 430
INDEX OF DEFINED TERMS ............................................................................................................... 431

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RESPONSIBILITY STATEMENTS
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
contained in this Base Prospectus is in accordance with the facts and contains no omission likely to affect
the import of such information.
The Guarantor has provided the information under the section headed "Description of the Guarantor" and
any other information contained in this Base Prospectus relating to itself and, together with the Issuer,
accepts responsibility for the information contained in those sections. 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 import of such information and data.
NOTICE
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus
Directive.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base 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).
Copies of the Final Terms will be available from the registered office of the Issuer and the Specified
Office set out below of the Principal Paying Agent (as defined below) and on website of the Luxembourg
Stock Exchange (www.bourse.lu).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents incorporated by reference"). This Base Prospectus
should be read and construed on the basis that such documents are incorporated by reference in and form
part of the Base Prospectus.
Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them in the
"Terms and Conditions of the Covered Bonds" below, unless otherwise defined in the specific section
of this Base Prospectus in which they are used. For the ease of reading this Base Prospectus, the
"Glossary" below indicates the page of this Base Prospectus on which each capitalised term is first
defined.
Neither the Joint Arrangers nor any Dealer nor the Representative of the Covered Bondholders have
independently verified the information contained in this Base Prospectus. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by Joint
Arrangers, the Dealers and the Representative of the Covered Bondholders as to the accuracy or
completeness of the information contained or incorporated by reference in this Base Prospectus or any
other information provided by the Issuer, the Sellers and the Guarantor in connection with the
Programme. Neither the Dealer nor the Representative of the Covered Bondholders accepts any liability
in relation to the information contained or incorporated by reference in this Base Prospectus or any other
information provided by Issuer, the Sellers and the Guarantor in connection with the Programme.
The Issuer, and in respect of the information relating to themselves only, the Sellers and the Guarantor,
having made all reasonable enquiries, confirm that this Base Prospectus contains all information which,
according to the particular nature of the Issuer, the Sellers, the Guarantor and the Covered Bonds, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profits and losses and prospects of the Issuer, the Sellers, the Guarantor and of the rights
attaching 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 Base Prospectus are honestly held
and that there are no other facts the omission of which would make this Base Prospectus or any of such
information or the expression of any such opinions or intentions misleading in any material respect. The
Issuer, and in respect of the information relating to themselves only, the Sellers and the Guarantor accept
responsibility accordingly.
No person is or has been authorised by the Issuer or the Sellers or the Guarantor to give any information
or to make any representation not contained in or not consistent with this Base Prospectus or any other

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information supplied in connection with the Programme or 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
Sellers, the Guarantor, the Dealers or any party to the Transaction Documents (as defined in the
Conditions).
Neither this Base 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 be
considered as a recommendation by the Issuer, the Sellers, the Guarantor, the Joint Arrangers or any of
the Dealers that any recipient of this Base Prospectus or any other information supplied in connection
with the Programme or any Covered Bonds should purchase the Covered Bonds. Each investor
contemplating purchasing any Covered Bonds should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the
Guarantor. Neither this Base Prospectus nor any other information supplied in connection with the
Programme or the issue of any Covered Bonds constitutes an offer or invitation by or on behalf of the
Issuer or the Sellers or the Guarantor or any of the Dealers to any person to subscribe for or to purchase
any Covered Bonds.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of the Covered Bonds shall
in any circumstances imply that the information contained herein concerning the Issuer, the Sellers and
the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied
in connection with the Programme is correct as of any time subsequent to 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, the Sellers and 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 Base Prospectus is valid for 12 months following its date of approval and it and any supplement
hereto as well as any Final Terms filed within these 12 months reflects the status as of their respective
dates of issue. The offering, sale or delivery of any Covered Bonds may not be taken as an implication
that the information contained in such documents is accurate and complete subsequent to their respective
dates of issue or that there has been no adverse change in the financial condition of the Issuer since such
date or that any other information supplied in connection with the Programme is accurate 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 Issuer has undertaken with the Dealers to supplement this Base Prospectus or publish a new Base
Prospectus if and when the information herein should become materially inaccurate or incomplete and has
further agreed with the Dealers to furnish a supplement to the Base Prospectus in the event of any
significant new factor, material mistake or inaccuracy relating to the information included in this Base
Prospectus which is capable of affecting the assessment of the Covered Bonds and which arises or is
noted between the time when this Base Prospectus has been approved and the final closing of any Series
or Tranche of Covered Bonds offered to the public or, as the case may be, when trading of any Series or
Tranche of Covered Bonds on a regulated market begins, whichever occurs later, in respect of Covered
Bonds issued on the basis of this Base Prospectus.
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, any document incorporated herein by reference and
any Final Terms and the offering, sale and delivery of the Covered Bonds in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus or any Final Terms come are
required by the Issuer and the Dealers 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 "Selling Restrictions" of this Base Prospectus. In particular, the Covered Bonds have not been
and will not be registered under the United States Securities Act of 1933, as amended. Subject to certain
exceptions, Covered Bonds may not be offered, sold or delivered within the United States of America or
to U.S. persons. There are further restrictions on the distribution of this Base Prospectus and the offer or
sale of Covered Bonds in the European Economic Area, including the United Kingdom, the Republic of
Ireland, Germany, 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 Base Prospectus, see "Subscription and Sale".

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Neither this Base Prospectus, any amendment 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 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 Sellers and the Guarantor.
PRESENTATION OF INFORMATION
In this Base Prospectus, references to "Euro " or "euro" or "EUR" are to the single currency introduced
at the start of the Third Stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended; references to "U.S.$" or "U.S. Dollar" are to the
currency of the United States of America; reference to "Yen" are to the currency of Japan; references to
"£" or "UK Sterling" 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.
FINANCIAL INFORMATION
The financial information set forth in this Base Prospectus is derived from (i) Banca Carige's annual
consolidated financial statements as of and for the year ended 31 December 2015 (the "2015
Consolidated Financial Statements"), (ii) Banca Carige's annual consolidated financial statements as of
and for the year ended 31 December 2014 (the "2014 Consolidated Financial Statements"), (iii) Banca
Carige's half yearly condensed consolidated financial statements as of and for the six-month period ended
30 June 2016 (the "2016 Interim Consolidated Financial Statements" and, together with the 2015
Consolidated Financial Statements and the 2014 Consolidated Financial Statements, the "Financial
Statements").
The 2015 Consolidated Financial Statements include (i) the consolidated figures as of and for the year
ended 31 December 2015, audited by EY S.p.A. (formerly Reconta Ernst & Young S.p.A.) (the "2015
Audited Consolidated Financial Information"); (ii) the comparative unaudited restated consolidated
figures as of and for the year ended 31 December 2014 (the "2014 Unaudited Restated Consolidated
Financial Information") and (iii) the comparative audited consolidated balance sheet as of 31 December
2014. The 2015 Audited Consolidated Financial Information was prepared in accordance with
International Financial Reporting Standards ("IFRS"), as adopted by the European Union, and the
instructions of the Bank of Italy set forth in circular No. 262 of 22 December 2005, as amended. Banca
Carige has restated certain comparative data related to 2014 with respect to the data previously presented
in the 2014 Consolidated Financial Statements in order to reflect the application of IFRS 5 to take into
account that, further to the resolutions adopted by the Board of Directors on 30 June 2015 and 3
December 2015, Banca Cesare Ponti and Creditis have ceased to be classified as disposal group
(discontinued operations) to allow comparison with the 2015 Audited Consolidated Financial Information
on a consistent basis. The methods used to restate the comparative financial data have been examined by
EY S.p.A. in order to issue their audit opinion with respect to the 2015 Audited Consolidated Financial
Information. See "Description of Banca Carige and Banca Carige Group Restatement of the Group's
financial information as of and for the year ended 31 December 2014".
The 2014 Consolidated Financial Statements include (i) the consolidated figures as of and for the year
ended 31 December 2014, audited by EY S.p.A. (the "2014 Audited Consolidated Financial
Information"); (ii) the comparative unaudited restated consolidated figures as of and for the year ended
31 December 2013 (the "2013 Unaudited Restated Consolidated Financial Information") and (iii) the
comparative audited consolidated balance sheet as of 31 December 2013. The 2014 Audited Consolidated
Financial Information was prepared in accordance with International Financial Reporting Standards
(IFRS), as adopted by the European Union, and the instructions of the Bank of Italy set forth in circular
No. 262 of 22 December 2005, as amended. Banca Carige has restated certain comparative data related to
2013 with respect to the data previously presented in the annual consolidated financial statement as of end
of the year ended 31 December 2013 (the "2013 Consolidated Financial Statements") in order to reflect
the application of IFRS 5 to take into account the classification as disposal groups (discontinued
operations) of the insurance companies (Carige Assicurazioni, Carige Vita Nuova and their subsidiaries),
Banca Cesare Ponti and Creditis Servizi Finanziari S.p.A. (Creditis) to allow comparison with the 2014
Audited Consolidated Financial Information on a consistent basis. The methods used to restate the
comparative financial data have been examined by EY S.p.A. in order to issue their audit opinion with

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respect to the 2014 Audited Consolidated Financial Information. See "Description of Banca Carige and
Banca Carige Group Restatement of the Group's financial information as of and for the year ended 31
December 2013".
The 2016 Interim Consolidated Financial Statements include (i) the unaudited consolidated figures as of
and for the six-month period ended 30 June 2016, reviewed by EY S.p.A. (the "2016 Unaudited Interim
Consolidated Financial Information"); (ii) the comparative unaudited restated consolidated figures as
of and for the six-month period ended 30 June 2015 (the "2015 Unaudited Restated Interim
Consolidated Financial Information") and (iii) the comparative audited consolidated balance sheet as of
31 December 2015. The 2016 Unaudited Interim Consolidated Financial Information was prepared in
accordance with the International Financial Reporting Standard applicable to interim financial reporting
(IAS 34) as adopted by the European Union. Banca Carige has restated certain comparative data related to
the six months ended 30 June 2015 with respect to the data previously presented in the half yearly
condensed consolidated financial statements as of and for the six-month period ended 30 June 2015 (the
"2015 Unaudited Interim Consolidated Financial Information") in order to reflect the application of
IFRS 5 to take into account that, further to the resolutions adopted by the Board of Directors on 3
December 2015, Creditis has ceased to be classified as disposal group (discontinued operations) to allow
comparison with the 2016 Unaudited Interim Consolidated Financial Information on a consistent basis.
See "Description of Banca Carige and Banca Carige Group Restatement of the Group's financial
information as of and for the six-month period ended 30 June 2015".
Moreover, although IFRS 5 does not require the restatement of comparative balance sheet figures, Banca
Carige reported in this Base Prospectus certain comparative balance sheet figures as of 31 December
2013 and 2014 further restated to allow a consistent comparison. Banca Carige described the nature of the
restatements and presented the reconciliation among the historical comparative audited balance sheet as
of 31 December 2013 included in the 2013 Consolidated Financial Statements and in the 2014
Consolidated Financial Statements (as comparative financial data) and the unaudited balance sheet figures
restated presented in this Base Prospectus. See "Description of Banca Carige and Banca Carige Group 
Restatement of the Group's financial information as of and for the year ended 31 December 2013" and
"Description of Banca Carige and Banca Carige Group Restatement of the Group's financial
information as of and for the year ended 31 December 2014".
As a result of the IFRS 5 restatement and of the restatement of balance sheet figures as of 31 December
2014 made to allow a consistent comparison, Banca Carige has presented the financial information for
2014 in the form of the 2014 Unaudited Restated Consolidated Financial Information as included in the
2015 Consolidated Financial Statements, in the form of the unaudited balance sheet figures restated for a
consistent presentation and in the form of the 2014 Audited Consolidated Financial Information as
included in the 2014 Consolidated Financial Statements.
Further, certain financial information as of and for the years ended 31 December 2015, 2014 and 2013
and as of and for the six-month period ended 30 June 2016 and 2015 contained in this Base Prospectus is
unaudited and different from the Financial Statements in as much as it has in all cases been subject to
reclassification by aggregating and/or changing certain line items from the Financial Statements and, in
some instances, by creating new line items or moving amounts to different line items as set forth therein.
This financial information is used by the Group's management to analyse the Group's business
performance and financial results.
Because of the restatements made to the Group's financial information, prospective investors may find it
difficult to make comparisons between the Group's different sets of financial information. In particular,
because of the restatements affecting the 2014 Audited Consolidated Financial Information, and the
presentation of discontinued operations in the 2015 Audited Consolidated Financial Information,
prospective investors may find it difficult to make comparisons between the 2015 Audited Consolidated
Financial Information and the 2013 Unaudited Restated Consolidated Financial Information or the
unaudited balance sheet figures restated for a consistent presentation. Prospective investors are therefore
cautioned against placing undue reliance on such comparisons. See "Risk Factors - Factors that may
affect the Issuer's ability to fulfil its obligations under or in connection with the Covered Bonds issued
under the Programme This Base Prospectus contains restated financial information".
The "Description of Banca Carige and Banca Carige Group" and "Overview of Financial Information of
Banca Carige Group" included in this Base Prospectus have been derived from the 2015 Consolidated
Financial Statements, the 2014 Consolidated Financial Statements, the 2016 Interim Consolidated

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Financial Information and the unaudited balance sheet figures as of 31 December 2014 and 2013 restated
for a consistent presentation. The 2015 Consolidated Financial Statements, the 2014 Consolidated
Financial Statements and the 2016 Interim Consolidated Financial Statements are incorporated by
reference in this Base Prospectus and should be read in conjunction with the respective notes and the
auditors' report or limited review report thereon.
In making an investment decision, investors must rely upon their own examination of the Financial
Statements and other financial information included in this Base Prospectus and should consult their
professional advisors for an understanding of: (i) the differences between IFRS and other systems of
generally accepted accounting principles and how those differences might affect the financial information
included in this Base Prospectus; (ii) the restatements made in accordance with IFRS 5 and the
restatements of balance sheet figures made to allow a consistent comparison; and (iii) the impact that
future additions to, or amendments of, IFRS principles may have on the Group's results of operations
and/or financial condition, as well as on the comparability of prior periods.
Certain figures 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.
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 compliance
with such resale or other transfer restrictions in certain cases.
The Joint Arrangers are 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 Joint Arrangers or for providing advice in relation to the issue of the Covered Bonds.
In connection with the issue of any Series or Tranche under the Programme, the Dealer (if any)
which is specified in the relevant Final Terms as the stabilising manager (the "Stabilising
Manager") or any person acting for the Stabilising Manager may over-allot any such Series or
Tranche or effect transactions with a view to supporting the market price such Series or Tranche at
a level higher than that which might otherwise prevail for a limited period. However, there may be
no obligation on the Stabilising Manager (or any agent of the Stabilising Manager) to do this. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the final
terms of the offer of the 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 or Tranche
and 60 days after the date of the allotment of any such Series or Tranche. Such stabilising shall be
in compliance with all applicable laws, regulations and rules.

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STRUCTURE DIAGRAM

Italian Covered
Bond Framework
COVER POOL
COVER BOND

SWAP
SWAP
COUNTERPARTIES
COUNTERPARTIES

S
S
Swap
Cashflows
Cover Pool Purchase Price

Transfer of Cover Pool
Carige Covered

Bond S.r.l.
Subordinated Loan
(Guarantor)
Repayment of Subordinated Loan
Monitor

Covered
Asset

Bond
Cash purchase price for CB
Guarantee
Covered
Bond
Issuance
CB issuance and ongoing payment obligation
Covered
Bondholders

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RISK FACTORS
The Issuer, the Seller and the Guarantor believe that the following factors may affect their ability to fulfil
their obligations under the Covered Bonds. Most of these factors are contingencies which may or may not
occur and the Issuer, the Seller and the Guarantor are not in a position to express a view on the
likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with the
Covered Bonds are also described below.
The Issuer, the Seller and the Guarantor believe that the factors described below represent the principal
risks inherent in investing in Covered Bond issued under the Programme, but the inability of the Issuer or
the Guarantor to pay interest, principal or other amounts on or in connection with the Covered Bonds
may occur for other reasons which may not be considered significant risks by the Issuer and the
Guarantor based on information currently available to them or which they may not currently be able to
anticipate. Prospective investors should also read the detailed information set out elsewhere in this Base
Prospectus (including any documents incorporated by reference herein) and reach their own views prior
to making any investment decision.
1.
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection
with the Covered Bonds issued under the Programme
The Group may be required to undertake further capital enhancements to meet the applicable
regulatory capital adequacy requirements, which have evolved and may continue to evolve
from time to time
Banking regulation sets forth the capital adequacy requirements applicable to each bank, which
determine the prudential level of capital to be held by such bank and assess the quality of such
capital as well as any risk mitigation measures.
Credit institutions are required to satisfy the applicable minimum capital requirements (the
"Pillar 1 requirements") at all times. In particular, from 1 January 2014, pursuant to Article 92
of EU Regulation No. 575/2013 concerning the prudential requirements for credit institutions and
investment companies (the "CRR "), banks are required to maintain a Common Equity Tier 1
Ratio of at least 4.5%, a Tier 1 Capital Ratio of at least 6% and a Total Capital Ratio of at least
8%. In addition, credit institutions are required to maintain the countercyclical and systemic
buffers provided by the Directive 2013/36/EU on access to the activity of credit institutions and
the prudential supervision of credit institutions and investment companies (the "CRD IV "), as
well as the other buffers required by regulations enacted by national competent authorities.
In this respect, the Bank of Italy's circular 285 ("Circular 285"), implementing the CRR,
requires Italian banks, in addition to the above-mentioned capital requirements, to set a capital
conservation buffer (the "Capital Conservation Buffer") up to a minimum of:

2.5% of risk weighted assets and applies to the Issuer from 1 January 2014 to 31
December 2016 (pursuant to Title II, Chapter I, Section II of Circular 285 as to 17th
upgrade);

1.25% of risk weighted assets and applies to the Issuer from 1 January 2017 to 31
December 2017 (pursuant to Title II, Chapter I, Section II of Circular 285);

1,875% of risk weighted assets and applies to the Issuer from 1 January 2018 to 31
December 2018 (pursuant to Title II, Chapter I, Section II of Circular 285);

2.5% of risk weighted assets and applies to the Issuer from 1 January 2019 (pursuant to
Title II, Chapter I, Section II of Circular 285).
It should be noted that Bank of Italy had decided to set the countercyclical capital buffer rate at
zero per cent concerned exposures to Italian counterparties for the first second and third quarter
of 2016 respectively with decision of 30 December 2015, 25 March 2016 and 24 June 2016. The

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combined buffer1 requirement should be composed by Common Equity Tier 1 capital. Banks that
do not meet the requirement of the combined buffer requirement, or even the only Capital
Conservation Buffer, are subject to the capital conservation measures set out in Circular 285,
which provide for a limitation to the distribution of dividends.
It also provided that banks should provide a capital conservation plan that specifies the measures
(including also any capital increases) that the bank will take to recover, within a reasonable
period, the level of capital required to maintain capital reserves according to the required levels.
In addition, credit institutions are required to satisfy at all times all additional capital
requirements which the ECB may impose pursuant to Article 16, second paragraph, letter (a) of
the EU Regulation 1024/2013 (the "Pillar 2 requirements"). ECB by its decision of 10 March
2015, required to Banca Carige to maintain a CET 1 Ratio target (phased in) of 11.5%. This
target was reached by the Bank with the capital increase completed in July 2015. Furthermore, in
the same decision of 10 March 2015, the ECB communicated the prohibition for Banca Carige to
distribute dividends.
On 20 November 2015 Banca Carige received the new ECB's decision concerning the results of
the Supervisory Review and Evaluation Process SREP conducted pursuant to Directive
2013/36/UE.
In the SREP decision, ECB requires the Bank to maintain, on a consolidated basis, a capital ratio
equal to 11.25% in terms of Common Equity Tier 1 Ratio (CET1 Ratio), down compared with
11.50% set in March 2015, which might be further reviewed following a structural reduction of
the proportion of non-performing loans in the lending portfolio.
The SREP decision also requires the Bank: (i) to maintain, on a consolidated basis, a liquidity
requirement of 90% of the Liquidity Coverage Ratio; (ii) not to make distributions to
shareholders.
On 19 February 2016, the Bank received a draft decision letter from ECB communicating its
intention to adopt a decision on the "The reduction of risks and the presentation of a plan to
restore compliance with supervisory requirements".
Notwithstanding the actions implemented by the Bank, which the Authority has recognised,
particularly in terms of capital strengthening (the CET1 ratio today is above the minimum level
required by the ECB in its SREP decision of 20/11/2015), governance and control improvement
and better operational efficiency, the Draft Decision required the Bank to prepare a new funding
plan, a new business plan, reflecting the worsening of the overall scenario as compared to
previous estimates and a plan containing a reassessment of the Group's strategic options.
Specifically, the draft decision referred specifically to the tensions, particularly reflected in the
performance of direct funding in the Italian banking system as of the end of November 2015 and
contained a request to the Bank to prepare a new funding plan. This plan was presented by the
Bank on 31 March 2016.
In addition, the draft decision, considering the still weak economic performance, despite
improvements in the credit cost and operating costs, contained a request for a new business plan
adapted to the current market environment and a medium-term plan that would reflect new
considerations on the Group's strategy, both to be presented to the ECB by 31 May 2016.
The Bank replied to the Draft Decision providing comments and observations, reasserting the
suitability of its strategies, processes, own funds and liquidity position to face the Group's current
and future risks even in the new deteriorated market environment. The ECB confirmed by letter
dated 31 March 2016 (final decision) the decisions contained in the above draft decision. After
the establishment of the new Board of Directors, on 11 April 2016, Bank filed an administrative
procedure to the Administrative Commission of Review.

1 'combined buffer' means the total Common Equity Tier 1 capital required to meet the requirement for the capital conservation
buffer extended by the following, as applicable: (a) an institution-specific countercyclical capital buffer; (b) a G-SII buffer; (c) an O-
SII buffer; (d) a systemic risk buffer.

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