Obligation Marzio Financial S.r.l. 3.328% ( IT0005328601 ) en EUR

Marzio Financial S.r.l.

100 % ⇌

Italie

IT0005328601 ( en EUR )

3.328% par an ( paiement annuel )

28/01/2043 - Obligation échue

Prospectus brochure de l'obligation Marzio Finance S.r.l IT0005328601 en EUR 3.328%, échue

100 000 EUR

421 900 000 EUR

Marzio Finance S.r.l. est une société italienne de gestion d'actifs spécialisée dans les investissements alternatifs, notamment le private equity et le real estate.

L'Obligation émise par Marzio Financial S.r.l. ( Italie ) , en EUR, avec le code ISIN IT0005328601, paye un coupon de 3.328% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/01/2043

BASE PROSPECTUS DATED 12 MARCH 2020
MARZIO FINANCE S.R.L.
(incorporated with limited liability under the laws of the Republic of Italy)
10,000,000,000 Asset Backed Notes Programme

Under the 10,000,000,000 Asset Backed Notes Programme (the "Programme") described in this Base Prospectus (as defined below) Marzio Finance S.r.l.,
a società a resposabilità limitata incorporated under the laws of the Republic of Italy (the "Issuer"), subject to compliance with the Securitisation Law (as
defined below) and all relevant laws, regulations and directives, may from time to time issue limited recourse asset-backed notes (the "Notes").
The aggregate nominal amount of the Notes outstanding under the Programme will not at any time exceed 10,000,000,000.
The Notes may be issued in series (each a "Series") and each Series may consist of: (i) class A limited recourse asset-backed notes (the "Class A Notes"
or the "Senior Notes"); (ii) class B limited recourse asset-backed notes (the "Class B Notes" or the "Mezzanine Notes" and, together with the Class A Notes
the "Rated Notes"); and (iii) class J limited recourse asset-backed notes (the "Class J Notes" or the "Junior Notes").
Each Series will be issued, in the context of a single transaction, for the purpose of financing the purchase of a single Portfolio of Receivables, pursuant to
article 1 and 5 of the Italian law no. 130 of 30 April 1999 (the "Securitisation Law"), in accordance with the Programme Receivables Purchase Agreement
executed on 21 July 2017, pursuant to which the Issuer shall purchase Portfolios of Receivables from the Originator, subject to certain conditions set forth
therein (each a "Transaction").
Each Series may be issued without the consent of the holders of any outstanding Notes, subject to certain conditions. Notice of, inter alia, the aggregate
nominal amount of Notes, interest (if any) payable in respect of Notes and the relevant maturity date which are applicable to each Series will be set out in
final terms applicable to the relevant Series (the "Final Terms").
The Rated Notes of each Series will bear interest on their Principal Amount Outstanding from and including the relevant Issue Date of each Series (as
specified in the applicable Final Terms) at the rate set out in the relevant Final Terms in respect of such Series. The Junior Notes of each Series will have a
remuneration equal to the Variable Return (as defined in the Junior Notes Conditions). Interest in respect of the Notes will accrue on a daily basis and will be
payable in arrears in Euro on each relevant Payment Date in accordance with the relevant Priority of Payments. The first Payment Date in respect of the
Notes of any Series will be specified in the applicable Final Terms for such Series.
The principal source of payment of interest and Variable Return and of repayment of principal on the Notes, with reference to each Series, will be the
collections and recoveries made in respect of monetary claims and connected rights arising out of the Receivables deriving from the Loan Agreements entered
into by IBL - Istituto Bancario del Lavoro S.p.A., as Originator, and the relevant Borrowers, included in the relevant Portfolio purchased by the Issuer from the
Originator in the context of each Transaction.
By virtue of the operation of article 3 of the Securitisation Law, the Programme Documents and each Series Document, the Issuer's right, title and interest in
and to each Portfolio and to any sums collected therefrom will be segregated from all other assets of the Issuer (including, for the avoidance of doubt, any
other Portfolio purchased by the Issuer in the context of the Programme) and any cash-flow deriving therefrom (to the extent identifiable) will be available,
both prior to and following a winding up of the Issuer, to satisfy the obligations of the Issuer to the Noteholders of the relevant Series and to the Other Issuer
Creditors of the relevant Transaction or to any other creditors of the Issuer in the context of such Transaction in respect of any costs, fees and expenses in
relation to the Securitisation, in priority to the Issuer's obligations to any other creditors.
This Base Prospectus (the "Base Prospectus") constitutes a "base prospectus" for the Rated Notes, for the purpose of the listing and issuing rules of the
Luxembourg Stock Exchange and article 8 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended,
supplemented or superseded from time to time, the "Prospectus Regulation"), and the relevant implementing measures in Luxembourg, and a "Prospetto
Informativo", for both the Rated Notes and the Junior Notes, for the purposes of article 2, sub-section 3, of Italian Law number 130 of 30 April 1999. This
Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent authority under the Prospectus
Regulation for the purpose of the admission to trading of the Rated Notes on the regulated market of the Luxembourg Stock Exchange. CSSF only approves
this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and any such
approval of the Base Prospectus by the CSSF should not be considered as an endorsement of the quality of the securities that are subject of this Base
Prospectus and the Issuer and the CSSF shall give no undertaking as to the economic and financial soundness of the transaction or the quality or solvency
of the Issuer, in accordance with article 6(4) of loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières - Investors should make their own
assessment as to the suitability of investing in the securities.
The CSSF has neither approved or reviewed any information relating to the Junior Notes, as only the Rated Notes will be listed on the official list of the
Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange.
This Base Prospectus is valid for 12 months from its date. The obligation to supplement this Base Prospectus in the event of a significant new
factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
In respect of any Series issued under the Programme, at least two rating agencies shall assign a rating to the Senior Notes and/or Mezzanine Notes of the
relevant Series as specified in the applicable Final Terms, provided that such rating agencies are established in the European Union and registered under
Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended by Regulation
(EU) No. 513/2011 of the European Parliament and of the Council of 11 May 2011 and by Regulation (EU) No. 462/2013 of the European Parliament and of
the Council of 21 May 2013 (the "CRA Regulation") and included in the list of credit rating agencies registered in accordance with the CRA Regulation
published on the website of the European Securities and Markets Authority (currently located at the following website address
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs, for the avoidance of doubt, such website does not constitute part of this Base
Prospectus (the "ESMA Website").
In case the Rated Notes will be rated by Moody's, its general meaning of each relevant long-term debt single rating is as follows (data have been taken out
from Moody's website). Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking
in the lower end of that generic rating category.
Aaa - Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa - Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A - Obligations rated A are considered upper medium grade and are subject to low credit risk.
Baa - Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba - Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B - Obligations rated B are considered speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
In case the Rated Notes will be rated by DBRS, its general meaning of each relevant long-term debt single rating is as follows (data have been taken out
from DBRS's website). The below provide an opinion on the risk of default. That is, the risk that an issuer will fail to satisfy its financial obligations in accordance
with the terms under which an obligations has been issued. Ratings are based on quantitative and qualitative considerations relevant to the issuer, and the
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relative ranking of claims. Rating categories below may contain subcategories (high) and (low). The absence of either a (high) or (low) designation indicates
the rating is in the middle of the category.
AAA - Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events.
AA - Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree.
Unlikely to be significantly vulnerable to future events.
A - Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future
events, but qualifying negative factors are considered manageable.
BBB - Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events.
BB Speculative, non-investment-grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events.
B Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.
CCC / CC / C - Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories,
although CC and C ratings are normally applied to obligations that are seen as highly likely to default, or subordinated to obligations rated in the CCC to B
range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category.
D -When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion
of grace periods, a downgrade to D may occur. DBRS may also use SD (Selective Default) in cases where only some securities are impacted, such as the
case of a "distressed exchange".

In case the Rated Notes will be rated by Scope, Scope's general meaning of each relevant long-term debt single rating is as follows (data have been taken
out from Scope's website, "Rating Definitions Credit Rating and Ancillary Services")
AAA -Ratings at the AAA level reflect an opinion of exceptionally strong credit quality.
AA - Ratings at the AA level reflect an opinion of very strong credit quality.
A - Ratings at the A level reflect an opinion of strong credit quality.
BBB -Ratings at the BBB level reflect an opinion of good credit quality.
BB Ratings at the BB level reflect an opinion of moderate credit quality.
B -Ratings at the B level reflect an opinion of weak credit quality.
CCC -Ratings at the CCC level reflect an opinion of very weak credit quality.
CC- Ratings at the CC level reflect an opinion of extremely weak credit quality.
C- Ratings at the C level reflect an opinion of exceptionally weak credit quality.

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by
the assigning rating organisation.
As at the date of this Base Prospectus, payments of interest and other proceeds in respect of the Notes to be issued may be subject to withholding or
deduction for or on account of Italian substitute tax, in accordance with Legislative Decree No.239 of 1 April 1996 ("Decree 239") and any related regulations.
Upon the occurrence of any withholding or deduction for or on account of tax from any payments under the Notes of any Class, neither the Issuer nor any
other person shall have any obligation to pay any additional amount(s) to any holder of Notes of any Class. For further details see the section entitled
"Taxation".
The Notes of any Series will be limited recourse obligations solely of the Issuer. In particular, the Notes of any Series will not be obligations or responsibilities
of, or guaranteed by, any of the Originator, the Master Servicer, the Servicer, the Back-up Servicer, the Representative of the Noteholders, the Calculation
Agent, the Back-up Calculation Agent, the Collection Account Bank, the Transaction Bank, the Investment Account Bank, the Cash Manager, the Principal
Paying Agent, the Italian Paying Agent, the Listing Agent, the Corporate Servicer, the relevant Subscriber, the Co-Arrangers, the Series Swap Counterparty
(if any), the Programme Administrator or the Quotaholder. Furthermore, none of such persons accepts any liability whatsoever in respect of any failure by the
Issuer to make payment of any amount due on the Notes of any Series.
With reference to each Series of Notes, as of the relevant Issue Date of such Series, the Notes will be held in dematerialised form on behalf of the ultimate
owners by Monte Titoli for the account of the relevant Monte Titoli Account Holders. Monte Titoli shall act as depository for Euroclear and Clearstream. The
Notes will at all times be evidenced by book-entries in accordance with the provisions of article 83-bis of the Financial Laws Consolidation Act and the
regulation issued jointly by the Bank of Italy and the Commissione Nazionale per le Società e la Borsa on 13 August 2018, as subsequently amended and
supplemented. No physical document of title will be issued in respect of the Notes.
Before the relevant maturity date, the Notes of each Series will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances
(as set out in Condition 8 (Redemption, purchase and cancellation)). Unless previously redeemed in full in accordance with the Conditions, the Notes of each
Series will be redeemed on the relevant Final Maturity Date. Save as provided in the Conditions, with reference to each Series, the Notes of each Class will
be subject to mandatory redemption in full (or in part pro rata) on the First Payment Date and on each Payment Date thereafter in accordance with the
Conditions, in each case if on such dates there are sufficient Series Available Funds which may be applied for this purpose in accordance with the relevant
Priority of Payments.
Capitalised words and expressions in this Base Prospectus shall, except so far as the context otherwise requires or otherwise specified herein, have the
meanings set out in the section entitled "Glossary".
For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes, see the section
entitled "Risk Factors".
Co-Arrangers

IBL ISTITUTO BANCARIO DEL LAVORO S.P.A.

UNICREDIT BANK AG

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IMPORTANT INFORMATION
This Base Prospectus constitutes a base prospectus for the purposes of article 8 of the Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, supplemented
or superseded the "Prospectus Regulation") and for the purpose of giving information with regard to the
Issuer and the Notes which, according to the particular nature of the Issuer and the Notes, 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.
The Co-Arrangers have not separately verified the information contained in this Base Prospectus.
The Co-Arrangers do not make any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus.
None of the Issuer, the Co-Arrangers or any other party to the Transaction Documents other than the
Originator has undertaken or will undertake any investigation, searches or other actions to verify the
details of the Receivables sold by the Originator to the Issuer, nor has any of the Issuer, the Co-Arrangers
or any other party to the Transaction Documents (other than the Originator) undertaken, nor will they
undertake, any investigations, searches, or other actions to establish the creditworthiness of any Debtor.
In the Programme Warranty and Indemnity Agreement and in each relevant Transfer Agreement, the
Originator has given certain representations and warranties to the Issuer in relation to, inter alia, the
Receivables, the Loan Agreements and the Debtors.
The Issuer accepts responsibility for the information contained and incorporated by reference in this Base
Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care
to ensure that such is the case), the information contained in this Base Prospectus does not omit anything
likely to affect the import of such information, is true and accurate in all material respects and is not
misleading and that the opinions and intentions expressed in this Base Prospectus are honestly held and
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.
IBL Servicing S.p.A. accepts responsibility for the information included in this Base Prospectus in the
section "The Servicer", "Description of the Programme Documents - The Programme Servicing
Agreement" and any other information contained in this Base Prospectus and in the relevant Final Terms
relating to itself. To the best of the knowledge and belief of IBL Servicing S.p.A. (which has taken all
reasonable care to ensure that such is the case), such information is true and does not omit anything
likely to affect the import of such information.
IBL Istituto Bancario del Lavoro S.p.A. accepts responsibility for the information included in this Base
Prospectus in the sections "The Portfolios", "The Originator, the Master Servicer, the Servicer, the
Calculation Agent, the Collection Account Bank, the Cash Manager, the Programme Administrator and
the Corporate Servicer", "Credit and Collection Policy", "Description of the Programme Documents - The
Programme Receivables Purchase Agreement" and "Description of the Programme Documents - The
Programme Servicing Agreement" and any other information contained in this Base Prospectus and in
the relevant Final Terms relating to itself, the Receivables and the Loan Agreements. To the best of the
knowledge and belief of IBL Istituto Bancario del Lavoro S.p.A. (which has taken all reasonable care to
ensure that such is the case), such information is true and does not omit anything likely to affect the
import of such information.
Zenith Service S.p.A. accepts responsibility for the information included in this Base Prospectus in the
section "The Back-up Servicer and the Back-up Calculation Agent". To the best of the knowledge and
belief of Zenith Service S.p.A. (which has taken all reasonable care to ensure that such is the case), such
information is true and does not omit anything likely to affect the import of such information.
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CITIBANK N.A., Milan Branch and CITIBANK N.A, London Branch accept responsibility for the
information included in this Base Prospectus in the sections "The Transaction Bank and the Italian Paying
Agent" and "The Investment Account Bank and The Principal Paying Agent". To the best of the knowledge
and belief of CITI Milan and CITI London (which have taken all reasonable care to ensure that such is
the case), such information is true and does not omit anything likely to affect the import of such
information.
Securitisation Services S.p.A. accepts responsibility for the information included in this Base Prospectus
in the section "The Representative of the Noteholders". To the best of the knowledge and belief of
Securitisation Services S.p.A., which have taken all reasonable care to ensure that such is the case),
such information is true and does not omit anything likely to affect the import of such information.
No person has been authorised to give any information or to make any representation not
contained in this Base Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorised by, or on behalf of, the Co-Arrangers, the
Representative of the Noteholders, the Issuer, the Servicer, the Quotaholder, IBL Istituto
Bancario del Lavoro S.p.A. (in any capacity) or any other party to the Transaction Documents.
Neither the delivery of this Base Prospectus nor any sale or allotment made in connection with
the offering of any of the Notes shall, under any circumstances, constitute a representation or
imply that there has not been any change or any event reasonably likely to involve any change,
in the condition (financial or otherwise) of the Issuer or IBL Istituto Bancario del Lavoro S.p.A.
or the information contained herein since the date hereof, or that the information contained herein
is correct as at any time subsequent to the date of this Base Prospectus.
The Notes constitute direct limited recourse obligations of the Issuer. By operation of Italian law, with
reference to each Transaction, the Issuer's right, title and interest in and to the relevant Portfolio will be
segregated from all other assets of the Issuer (including, for the avoidance of doubt, the Issuer's right,
title and interest in and to any other Portfolio purchased in the context of the Programme) and amounts
deriving therefrom will only be available, both prior to and following a winding up of the Issuer, to satisfy
the obligations of the Issuer to the holders of the Notes issued in the context of such Transaction, and to
pay any costs, fees and expenses payable to the Originator, the Master Servicer, the Servicer the
Representative of the Noteholders, the Back-up Servicer, the Calculation Agent, the Back-up Calculation
Agent, the Corporate Servicer, the Principal Paying Agent, the Italian Paying Agent, the Collection
Account Bank, the Transaction Bank, the Investment Account Bank, the Series Swap Counterparty (if
any), the Programme Administrator and the Cash Manager and to any third party creditor in respect of
any costs, fees or expenses incurred by the Issuer to such third party creditors in relation to such
Transaction and will not be available to any other creditor of the Issuer. With reference to each
Transaction, the relevant Noteholders, by virtue of holding the Notes, will agree that the Series Available
Funds will be applied by the Issuer in accordance with the relevant priority of payments as outlined in
Condition 6 (Priority of Payments).
The distribution of this Base Prospectus and the offer, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus (or any part
of it) comes are required by the Issuer and the relevant Subscriber to inform themselves about, and to
observe, any such restrictions. Neither this Base Prospectus nor any part of it constitutes an offer, or may
be used for the purpose of an offer to sell any of the Notes, or a solicitation of an offer to buy any of the
Notes, by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not
authorised or is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended,
or any other state securities laws and are subject to U.S. tax law requirements. Subject to certain
exceptions, the Notes may not be offered or sold within the United States or for the benefit of U.S. persons
(as defined in Regulation S under the Securities Act).
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The Notes may not be offered or sold, directly or indirectly, and neither this Base Prospectus nor any
other offering circular or any Base Prospectus, form of application, advertisement, other offering material
or other information relating to the Issuer or the Notes may be issued, distributed or published in any
country or jurisdiction (including the Republic of Italy, the United Kingdom and the United States), except
under circumstances that will result in compliance with all applicable laws, orders, rules and regulations.
For a further description of certain restrictions on offers and sales of the Notes and the distribution of this
Base Prospectus see the section entitled "Subscription, Sale and Selling Restrictions".
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.
All references in this Base Prospectus to "Italy" are to the Republic of Italy; references to laws and
regulations are to the laws and regulations of Italy; and references to "billions" are to thousands of
millions.
SUITABILITY The Notes are sophisticated financial instruments which can involve a significant degree
of risk. Prospective investors in any Class of the Notes of any Series should ensure that they understand
the nature of such Notes and the extent of their exposure to the relevant risks. Such prospective investors
should also ensure that they have sufficient knowledge, experience and access to professional advice to
make their own legal, tax, accounting and financial evaluation of the merits and risks of an investment in
any Class of Notes and that they consider the suitability of such Notes as an investment in light of their
own circumstances and financial condition.
In particular, investment in the Notes is only suitable for investors who:
(i)
have the requisite knowledge and experience in financial and business matters to evaluate such
merits and risks of an investment in the Notes;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks
in the context of their financial situation;
(iii)
are capable of bearing the economic risk of an investment in the Notes; and
(iv)
recognise that it may not be possible to dispose of the Notes for a substantial period of time, if at
all.
Prospective investors in the Notes should make their own independent decision whether to invest in the
Notes and whether an investment in the Notes is appropriate or proper for them, based upon their own
judgement and upon advice from such advisers as they may deem necessary.
PRIIPs / EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise made
available to and, with effect from such date, should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU ("IDD"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information
document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
MIFID II Product Governance / Professional Investors and ECPs only Target Market Solely for the
purpose of each manufacturer's product approval process (i) the target market assessment in respect of
5

the Notes of each Series will be eligible counterparties and professional clients only, each as defined in
MIFID II and (ii) all channels for distribution of the Notes of each Series to eligible counterparties and
professional clients will be appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the manufacturer's target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels.
BENCHMARK REGULATION (Regulation (EU) 2016/1011) - Amounts payable in relation to the Notes
which bear a Floating Interest Rate will be calculated by reference to EURIBOR as specified in the
relevant Final Terms. As at the date of this Base Prospectus, the administrator of EURIBOR is the
European Money Markets Institute ("EMMI"), included on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to
Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR"). The BMR could have
a material impact on the Notes, in particular, if the methodology or other terms of the "benchmark" are
changed in order to comply with the requirements of the BMR. Such changes could, among other things,
have the effect of reducing, increasing or otherwise affecting the published rate or level of the benchmark.
Investors should consult their own independent advisers and make their own assessment about the
potential risks imposed by the BMR reforms in making any investment decision with respect to the Notes.
STS-SECURITISATION (Regulation (EU) 2402/2017)- Each Transaction under the Programme is
intended to be qualified as a STS-securitisation within the meaning of article 18 of Regulation (EU) no.
2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general
framework for securitisation and creating a specific framework for simple, transparent and standardised
securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations
(EC) No 1060/2009 and (EU) No 648/2012 and its relevant technical standards (the "Securitisation
Regulation"). Consequently, each Transaction carried out under the Programme meeting the
requirements of articles 19 to 22 of the Securitisation Regulation, will be notified prior to the relevant Issue
Date by the Originator, to be included in the list published by ESMA referred to in article 27(5) of the
Securitisation Regulation. The Originator will use the service of Prime Collateralised Securities EU SAS
("PCS"), as a third party verifying STS compliance, authorised under article 28 of the Securitisation
Regulation in connection with the STS Verification, the CRR Assessment and the LCR Assessment. It is
expected that the STS Verification, the CRR Assessment and the LCR Assessment prepared by PCS will
be available on the PCS website (https://pcsmarket.org/sts-verification-transactions/) together with a
detailed explanation of its scope at https://pcsmarket.org/disclaimer/. For the avoidance of doubt, such
PCS website and the contents thereof do not form part of this Base Prospectus. No assurance can be
provided that the each Transaction will or will continue to qualify as an STS-securitisation under
the Securitisation Regulation on the relevant Issue Date or at any point in time in the future. None
of the Issuer, the Originator, the Co-Arrangers and the Representative of the Noteholders or any other
party to the Transaction Documents makes any representation or accepts any liability for the relevant
transaction to qualify as an STS-securitisation under the Securitisation Regulation on the relevant Issue
Date or at any point in time in the future.
Please refer to the sections entitled "Compliance with STS Requirements" and "Regulatory Disclosure
and Retention Undertaking" for further information.
Capitalised words and expressions in this Base Prospectus shall, except so far as the context otherwise
requires or otherwise specified herein, have the meanings set out in the section entitled "Glossary".

EURO SYSTEM ELIGIBILITY - The Class A Notes are intended to be issued in a manner which will allow
for participation in the Eurosystem liquidity scheme. However, there is no guarantee and neither the
Issuer nor each Co-Arranger or the Originator nor any other person takes responsibility for the Class A
Notes being recognised as eligible collateral for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition
will depend upon the Class A Notes satisfying the Eurosystem eligibility criteria (as amended from time
to time). In this respect, it should be noted that in accordance with their policies, neither the ECB nor the
central banks of the Eurozone will confirm the eligibility of the Class A Notes for the above purpose prior
to their issuance or to their rating and listing and if the Class A Notes are accepted for such purpose, the
relevant central bank may amend or withdraw any such approval in relation to the Class A Notes at any
6

time. The assessment and/or decision as to whether the Class A Notes qualify as eligible collateral for
Eurosystem monetary policy and intra-day credit operations rests with the relevant central bank. None of
the Issuer, the Originator, each of the Co-Arranger, or any other party to the Transaction Documents
gives any representation or warranty as to the eligibility of the Class A Notes for such purpose, nor do
they accept any obligation or liability in relation to such eligibility or lack of it of the Class A Notes at any
time.
For a discussion of certain risks and other factors that should be considered in connection with an
investment in the Notes, see the section headed "Risk Factors".None of the Issuer, the Originator, the
Co-Arrangers or any other party to the Transaction Documents gives any representation or warranty as
to the eligibility of the Class A Notes for such purpose, nor do they accept any obligation or liability in
relation to such eligibility or lack of it of the Class A Notes at any time.
CHANGE OF LAW - The structure of the Programme and, inter alia, the issue of any Series of Notes and
the ratings assigned (and which will be assigned) to the Rated Notes are based on Italian law, tax and
administrative practice in effect at the date hereof, having due regard to the expected tax treatment of all
relevant entities under such law and practice. No assurance can be given that Italian law, tax or
administrative practice will not change after the Issue Date of any Series or that such change will not
adversely impact the structure of the Programme and the treatment of the Notes.
For a discussion of certain risks and other factors that should be considered in connection with an
investment in the Notes, see the section headed "Risk Factors".

7

BASE PROSPECTUS SUPPLEMENT
If at any time the Issuer shall be required to prepare a Base Prospectus supplement pursuant to article
23 of the Prospectus Regulation relating to prospectuses for securities, the Issuer will prepare and make
available an appropriate supplement to this Base Prospectus or a further Base Prospectus which, in
respect of any subsequent issue of Notes to be listed on the Official List and admitted to trading on the
Luxembourg Stock Exchange's regulated market, shall constitute a prospectus supplement as required
by article 23 of the Prospectus Regulation relating to prospectuses for securities.

8

INDEX
Section
Page
GENERAL DESCRIPTION OF THE PROGRAMME
10
RISK FACTORS
46
TRANSACTION DIAGRAM
66
REGULATORY DISCLOSURE AND RETENTION UNDERTAKING
67
THE PORTFOLIOS
70
THE ORIGINATOR, THE SERVICER, THE CALCULATION AGENT, THE COLLECTION
ACCOUNT BANK, THE CASH MANAGER, THE PROGRAMME ADMINISTRATOR AND THE
CORPORATE SERVICER
73
THE MASTER SERVICER
78
THE BACK-UP SERVICER AND THE BACK-UP CALCULATION AGENT
79
THE TRANSACTION BANK AND ITALIAN PAYING AGENT
80
THE INVESTMENT ACCOUNT BANK AND PRINCIPAL PAYING AGENT
81
THE ISSUER
82
THE REPRESENTATIVE OF THE NOTEHOLDERS
85
CREDIT AND COLLECTION POLICY
86
USE OF PROCEEDS
98
THE ACCOUNTS
99
COMPLIANCE WITH STS REQUIREMENT
102
DESCRIPTION OF THE PROGRAMME DOCUMENTS
111
THE TRANSFER AGREEMENT
124
THE SERIES CAMPA
125
THE SERIES INTERCREDITOR AGREEMENT
126
THE SERIES DEED OF PLEDGE
127
THE SERIES SWAP AGREEMENT
128
THE SERIES DEED OF CHARGE
129
ESTIMATED WEIGHTED AVERAGE LIFE OF THE NOTES
130
TERMS AND CONDITIONS OF THE RATED NOTES
131
FORM OF FINAL TERMS
209
SELECTED ASPECTS OF ITALIAN LAW
223
TAXATION
239
SUBSCRIPTION, SALE AND SELLING RESTRICTIONS
246
GENERAL INFORMATION
249
DOCUMENTS INCORPORATED BY REFERENCE
255
GLOSSARY
256

9

GENERAL DESCRIPTION OF THE PROGRAMME
The following information is an overview of certain aspects of the transaction, the parties thereto, the
assets underlying the Notes and the related documents and does not purport to be complete. Therefore,
it should be read in conjunction with and is qualified in its entirety by reference to the more detailed
information presented elsewhere in this Base Prospectus and in the Transaction Documents. Prospective
investors should base their decisions on this Base Prospectus as a whole.
1.
PRINCIPAL PARTIES
Issuer
Marzio Finance S.r.l., a società a responsabilità limitata
incorporated under the laws of the Republic of Italy pursuant
to the Securitisation Law, having its registered office at Viale
Parioli 10, 00197 Rome, Italy, fiscal code and enrolment
with the companies register of Rome under number
09840320965, enrolled in the elenco delle società veicolo
held by the Bank of Italy pursuant to article 4 of the resolution
of the Bank of Italy dated 7 June 2017 and having as its sole
corporate object the realisation of securitisation transactions
under Italian law no. 130 of 30 April 1999 (the "Securitisation
Law").
Originator
IBL Istituto Bancario del Lavoro S.p.A., a bank incorporated
under the laws of the Republic of Italy as a joint stock
company (società per azioni), having its registered office at
Via Venti Settembre 30, Rome, Italy, fiscal code and
enrolment with the companies register of Rome number
00452550585, enrolled under number 5578 in the albo delle
banche held by the Bank of Italy pursuant to article 13 of the
Legislative Decree no. 385 of 1 September 1993 (the
"Consolidated
Banking
Act"),
holding
company
(capogruppo) of the banking group (gruppo bancario) "IBL
Banca" enrolled under number 3263.1 in the albo dei gruppi
bancari held by the Bank of Italy pursuant to article 64 of the
Consolidated Banking Act ("IBL Banca").
Master Servicer
IBL Servicing S.p.A., a financial intermediary incorporated
under the laws of the Republic of Italy, having its registered
office at Via Venti Settembre 30, 00187 - Rome, tax code and
enrolment with the companies register of Rome no.
10218521002, enrolled under No. 27 (codice meccanografico
33596) of the register of the financial intermediaries held by
the Bank of Italy, fully-owned by IBL Banca and subsidiary of
the banking group (gruppo bancario) "IBL Banca", enrolled
with the register of the banking groups (albo dei gruppi
bancari) under no. 3263 pursuant to article 64 of the
Consolidated Banking Act ("IBL Servicing"). The Master
Servicer will act as such pursuant to the Programme Servicing
Agreement.
Servicer
IBL Banca. The Servicer will act as such pursuant to the
Programme Servicing Agreement.
Back-up Servicer
Zenith Service S.p.A., a financial intermediary incorporated
under the laws of the Republic of Italy as a joint stock
company (società per azioni), having its registered office in
Via Vittorio Betteloni, 2, 20131, Milan, Italy, fiscal code and
10