Obligation Mediocredito 0.01% ( IT0005433757 ) en EUR

Mediocredito

100 % ⇌

Italie

IT0005433757 ( en EUR )

0.01% par an ( paiement annuel )

03/02/2031 - Obligation échue

Prospectus brochure de l'obligation Mediobanca - Bca Cred.Fin. SpA IT0005433757 en EUR 0.01%, échue

Mediobanca - Banca di Credito Finanziario SpA est une banque d'investissement italienne offrant des services de banque d'investissement, de gestion d'actifs et de banque privée à une clientèle institutionnelle et privée.

L'Obligation émise par Mediocredito ( Italie ) , en EUR, avec le code ISIN IT0005433757, paye un coupon de 0.01% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/02/2031

PROHIBITION OF SALES TO EEA RETAIL INVESTORS AND UK RETAIL INVESTORS - The
Cov ered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or (by virtue
of the European Union (Withdrawal) Act 2018) in the United Kingdom ("UK"). For these purposes, a retail
inv estor 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 (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No. 1286/2014 (as amended, the " PRIIPs Regulation")
for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA or
in the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them
av ailable to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market Solely for
the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Cov ered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution
of the Cov ered Bonds to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.

Final terms dated 18 January 2021

Mediobanca Banca di Credito Finanziario S.p.A.
Legal entity identifier (LEI): PSNL19R2RXX5U3QWHI44
Issue of EUR 750,000,000 Fixed Rate Covered Bonds (obbligazioni
bancarie garantite) due 3 February 2031
Guaranteed by
Mediobanca Covered Bond S.r.l.
Legal entity identifier (LEI): 815600AA24272FDEAA79
under the 10,000,000,000 Covered Bond Programme

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions)
set forth in the prospectus dated 21 December 2020 which constitutes a base prospectus (the Base
Prospectus) for the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended from time to time,
the "Prospectus Regulation"). This document constitutes the Final Terms of the Covered Bonds described
herein for the purposes of Article 8 of the Prospectus Regulation. These Final Terms contain the final terms of
the Covered Bonds and must be read in conjunction with such Base Prospectus. Full information on the Issuer,
the Guarantor and the offer of the Cov ered Bonds described herein is only available on th e basis of the
combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at
https://www.mediobanca.com/en/investor-relations/financing-rating/covered-bond.html.
1.
(i)
Series Number:
8

(ii)
Tranche Number:
1
2.
Specified Currency or Currencies:
Euro ("EUR")
3.
Aggregate Nominal Amount:

(i)
Series:
EUR 7 50,000,000

(ii)
Tranche:
EUR 7 50,000,000
4.
Issue Price:
100.877 per cent. of the Aggregate Nominal Amount
5.
(i)
Specified Denominations:
EUR 100,000 and integral multiples of EUR 1,000

(ii)
Calculation Amount:
1,000
6.
(i)
Issue Date:
20 January 2021

(ii)
Interest Commencement Date:
Issue Date
7 .
Maturity Date:
3 February 2031, adjusted in accordance with the
Following Business Day Convention
8.
Extended Maturity Date:
3 February 2032, adjusted in accordance with the
Following Business Day Convention
9.
Interest Basis:
0.010 per cent. Fixed Rate from (and including) 3
February 2022 (long coupon) up to (and including)
the Maturity Date following which, if the Extended
Maturity Date is applicable, 3 months Euribor + 0.13
per cent. per annum Floating Rate
(further particulars specified below)
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest:
Change of interest may be applicable in case an
Extended Maturity Date is specified as applicable, as
provided for under Condition 8(b)
12.
Put/Call Options:
Not Applicable

13.
Date of Board approval for issuance of Held on 24 February 2009, on 26 November 2020
Cov ered Bonds and Guarantee respectively and on 13 January 2021 in relation to the Issuer and
obtained:
on 4 December 2020 in relation to the Guarantor
14.
Method of distribution:
Sy ndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Provisions
Applicable

(i)
Rate(s) of Interest:
0.010 per cent. per annum payable annually in arrear

(ii)
CB Pay ment Date(s):
3 February in each year, starting from (and including)
3 February 2022 (long coupon) up to (and including)
the 3 February 2031, adjusted in accordance with the
Following Business Day Convention

(iii)
Fixed Coupon Amount:
0.10 per Calculation Amount

(iv )
Broken Amount(s):
0.10383 per Calculation Amount, payable on the CB
Pay ment Date falling on 3 February 2022

(v )
Adjustment to Interest Period end Not Applicable
Date

(v i)
Day Count Fraction:
Actual/Actual (ICMA)
16.
Floating Rate Provisions
Applicable

(i)
CB Interest Period(s):
Each period from and including a CB Payment Date
to, but excluding, the next succeeding CB Payment
Date, provided that the first CB Interest Period in
respect of which the Floating Rate Provisions apply,
shall commence on (and including) 3 February 2031
up to (and excluding) the 3 February 2032

(ii)
Specified Period:
Not Applicable

(iii)
CB Pay ment Dates:
3 May 2031, 3 August 2031, 3 November 2031 and 3
February 2032, adjusted in accordance with the
Following Business Day Convention

(iv )
First CB Payment Date:
3 May 2031, adjusted in accordance with the
Following Business Day Convention

(v )
Business Day Convention:
Following Business Day Convention

(v i)
Adjustment to Interest Period end Not Applicable
Date

(v ii)
Additional Business Centre(s):
Not Applicable

(v iii) Manner in which the Rate(s) of Screen Rate Determination
Interest is/are to be determined:

(ix)
Party responsible for calculating the BNP Paribas Securities Services, Milan Branch, as
Rate(s) of Interest and/or Interest Interest Determination Agent
Amount(s) (if not the Interest
Determination Agent):

(x)
Screen Rate Determination:
Applicable

Reference Rate:
3 months EURIBOR

Interest Determination Date(s): The second TARGET Settlement Day prior to the
commencement of each CB Interest Period

Relevant Screen Page:
Reuters EURIBOR 01

Relevant Time:
11.00 a.m. Brussels time

Relevant Financial Centre:
Euro-zone (where Euro-zone means the region
comprised of the countries whose lawful currency is
the euro)

(xi)
ISDA Determination:
Not Applicable

(xii)
Margin(s): +
0.13 per cent. per annum

(xiii) Minimum Rate of Interest:
Not Applicable

(xiv) Maximum Rate of Interest:
Not Applicable

(xv)
Day Count Fraction:
Actual/Actual (ICMA)
17.
Zero Coupon Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.
Call Option
Not Applicable
19.
Put Option
Not Applicable
20.
Final Redemption Amount of Covered EUR 1,000 per Calculation Amount
Bonds
21.
Early Redemption Amount
EUR 1,000 per Calculation Amount

Early redemption amount(s) per Calculation
Amount payable on redemption for taxation
reasons or on acceleration following a
Guarantor Ev ent of Default or other early
redemption:
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
22.
Additional Financial Centre(s):
Not Applicable
23.
Details relating to Covered Bonds for which Not Applicable
principal is repayable in instalments:
amount of each instalment, date on which

each payment is to be made:
DISTRIBUTION
24.
(i) If sy ndicated, names and address of
Joint Lead Managers
Managers:
Commerzbank Aktiengesellschaft
Intesa Sanpaolo S.p.A.
Mediobanca Banca di Credito Finanziario S.p.A.
Natixis S.A.
Raiffeisen Bank International

Co-Managers
Bankinter SA
NORD/LB

The Joint Lead Managers and the Co-Managers,
collectively, the "Managers".

(ii) Names and address of Stabilising
Not Applicable
Manager(s) (if any):
25.
If non-syndicated, name and address of
Not Applicable
Dealer:
26.
U.S. Selling Restrictions:
Reg. S Compliance Category, TEFRA D
27.
Prohibition of Sales to EEA and UK
Applicable
Retail Investors:
28.
Date of Subscription Agreement:
18 January 2021

T HIRD PARTY INFORMATION
The Issuer accepts responsibility for the information contained in these Final Terms which has been extracted
from the websites of Fitch, as defined below. Each of the Issuer and the Guarantor confirms that such
information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from
information published by Fitch, no facts have been omitted which would render the reproduced information
inaccurate or misleading.
Signed on behalf of Mediobanca Banca di Credito Finanziario S.p.A. (as Issuer)

By : ______________________________________________________
Duly authorised

Signed on behalf of Mediobanca Covered Bond S.r.l. (as Guarantor)

By : ______________________________________________________
Duly authorized

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

(i)
Listing
Official List of the Luxembourg Stock Exchange

(ii)
Admission to trading
Application has been made by the Issuer (or on its behalf)
for the Cov ered Bonds to be admitted to trading on the

regulated market of the Luxembourg Stock Exchange with
effect from the Issue Date.

(iii)
Estimate of the total expenses EUR 7 ,200
related to admission to trading

2.
RATING

Rating:
The Covered Bonds to be issued have been rated:
AA- by Fitch Ratings Ireland Limited (Fitch).
"AA" ratings denote expectations of v ery low default risk.
They indicate very strong capacity for payment of financial
commitments. This capacity is not significantly vulnerable
to foreseeable events. Within rating category, Fitch may use
modifiers. The modifiers "+" or "-" may be appended to a
rating to denote relative status within major rating
categories.
This rating agency is established in the EEA and is
registered under Regulation (EC) No. 1060/2009 (as
amended from time to time) of the European Parliament
and of the Council of 16 September 2009 on credit rating
agencies (the "CRA Regulation"). As such Fitch is
included in the list of credit rating agencies published by the
European Securities and Market Authority on its website
https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk in accordance with CRA Regulation.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

So far as the Issuer is aware, save for the fees payable to the Managers, no person involved in the offer
of the Covered Bonds has an interest material to the offer.

4.
USE OF PROCEEDS AND NET AMOUNT OF THE PROCEEDS

(i)
Use of proceeds:
General corporate purposes

(ii)
Estimated net amount of the 7 54,477,500
proceeds:

5.
Fixed Rate Covered Bonds only  Y IELD

Indication of yield:
-0.077 per cent.
6.
Floating Rate Covered Bonds only - HISTORIC INTEREST RATES

Details of historic EURIBOR rates can be obtained from Reuters.
Amounts payable under the Covered Bonds will be calculated by reference to EURIBOR which is
provided by the European Money Markets Institute ("EMMI"). As at 18 January 2021, EMMI appears
on the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority pursuant to Article 36 of the Regulation (EU) 2016/1011, as amended
(the "Benchmarks Regulation").
7 .
OPERATIONAL INFORMATION

ISIN Code:
IT0005433757

Common Code:
228982415

CFI Code:
DTFSFB, as updated, as set out on the website
of the Association of National Number
Agencies (ANNA) or alternatively sourced from
the responsible National Numbering Agency
that assigned the ISIN Code

FISN:
MEDIOBANCA/CB 20310120 SR8, as
updated, as set out on the website of the
Association of National Numbering Agencies
(ANNA) or alternatively sourced from the
responsible National Numbering Agency that
assigned the ISIN Code

Any Relevant Clearing Sy stem(s) other than Monte Not Applicable
Titoli S.p.A. Euroclear Bank S.A./N.V. and
Clearstream Banking, société anonyme and the
relevant identification number(s):

Address of any Relevant Clearing Sy stem(s) other Not Applicable
than Monte Titoli S.p.A., Euroclear Bank S.A./N.V.
and Clearstream Banking, société anonyme:

Deliv ery:
Deliv ery against payment

Names and Specified Offices of additional Paying Not Applicable
Agent(s) (if any):

Calculation Agent(s), Listing Agent(s) or CheBanca! S.p.A. (as Calculation Agent), BNP
Representative of the Bondholders (if any):
Paribas Securities Services (as Luxembourg
Listing Agent) and KPMG Fides Serv izi di
Amministrazione S.p.A. (as Representative of
the Noteholders)

Intended to be held in a manner which would allow Y es
Eurosystem eligibility:
Note that the designation "yes" simply means

that the Cov ered Bonds are intended upon
issue to be held in a form which would allow
Eurosystem eligibility (i.e. issued in
dematerialised form (emesse in forma
dematerializzata) and wholly and exclusively
deposited with Monte Titoli in accordance with
83-bis of Italian legislative decree No. 58 of 24
February 1998, as amended, through the
authorised institutions listed in article 83-
quater of such legislative decree) and does not
necessarily mean that the Covered Bonds will
be 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
ECB being satisfied that Eurosystem eligibility
criteria have been met.