Obligation Telecom Italia Spa 7.75% ( XS0161100515 ) en EUR

Telecom Italia Spa

124.51 % ▼

Italie

XS0161100515 ( en EUR )

7.75% par an ( paiement annuel )

23/01/2033

Prospectus brochure de l'obligation Telecom Italia XS0161100515 en EUR 7.75%, échéance 23/01/2033

24/01/2026 ( Dans 81 jours )

Telecom Italia est une société de télécommunications italienne fournissant des services fixes, mobiles et à large bande, ainsi que des services numériques et de cloud computing.

L'Obligation émise par Telecom Italia Spa ( Italie ) , en EUR, avec le code ISIN XS0161100515, paye un coupon de 7.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/01/2033

OFFERING CIRCULAR
Olivetti S.p.A.
(Incorporated with limited liability under the laws of the Republic of Italy)
Olivetti Finance N.V.
(Incorporated with limited liability under the laws of The Netherlands and having its
Corporate Domicile in Amsterdam)
Olivetti International Finance N.V.
(Incorporated with limited liability under the laws of the Netherlands Antilles and having its
corporate domicile in Curac
¸ao, Netherlands Antilles)
A15,000,000,000
Euro Medium Term Note Programme
Guaranteed by
Olivetti S.p.A.
(Incorporated with limited liability under the laws of the Republic of Italy)
Under this A15,000,000,000 Euro Medium Term Note Programme registered with the Luxembourg Stock Exchange under number 12247 (the
``Programme''), each of Olivetti S.p.A. (``Olivetti'') Olivetti Finance N.V. (``Olivetti Finance'' and Olivetti International Finance N.V. (``Olivetti
International Finance'' and together with Olivetti and Olivetti Finance, the ``Issuers'') may from time to time issue Notes denominated in any currency
agreed with the relevant Dealer (as defined below). Notes issued by Olivetti Finance or Olivetti International Finance will be guaranteed by Olivetti (in
that capacity, the ``Guarantor''). On 31 December 2000 Tecnost S.p.A. (``Tecnost''), the former guarantor of Notes issued by Olivetti International
Finance (formerly Tecnost International Finance N.V.), merged with and into Olivetti and with effect from that date Tecnost's rights and obligations
vested in Olivetti.
The maximum aggregate principal amount of all Notes from time to time outstanding will not exceed A15,000,000,000 (or its equivalent in other
currencies calculated as described herein), subject to increase as described herein.
The Notes may be issued on a continuous basis to one or more of the Dealers specified herein and any additional Dealer appointed under the
Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a ``Dealer'' and together the ``Dealers'').
References in this Offering Circular to the ``relevant Dealer'' shall, in relation to any issue of Notes, be to the Dealer or Dealers agreeing to purchase
such Notes.
Application has been made to list Notes issued under the Programme on the Luxembourg Stock Exchange. Details of the aggregate principal amount of
Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each
Tranche (as defined herein) of Notes will be set forth in a pricing supplement (the ``Pricing Supplement'') which, with respect to the Notes to be listed on the
Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche. For Luxembourg
Stock Exchange listing purposes, this Offering Circular is valid for a period of 12 months only from the date hereof.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the ``Securities Act'') and are subject to
U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see
``Subscription and Sale'' below).
Notes may be in bearer form or as otherwise specified in the applicable Pricing Supplement. The Notes issued in bearer form will initially be represented
by a temporary global Note which will be deposited on the issue date thereof with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of
the Euroclear System (``Euroclear'') and/or Clearstream Banking, socie´te´ anonyme (``Clearstream, Luxembourg'') and/or Monte Titoli S.p.A. (``Monte Titoli'')
and/or any other clearing system specified in the relevant Pricing Supplement and which will be exchangeable, as specified in the applicable Pricing Supplement,
for either a permanent global Note or Notes in definitive form, in each case upon certification as to non-U.S. beneficial ownership if required by U.S. Treasury
Regulations. The applicable Pricing Supplement will specify that a permanent global Note either (i) is exchangeable (in whole but not in part) for definitive Notes
upon the expiry of a particular notice period or at any time or (ii) is only exchangeable (in whole but not in part) for definitive Notes following the occurrence of
certain events described in ``Summary of Provisions relating to the Notes while in Global Form'' and ``Form of Pricing Supplement'' below.
The Issuers and the Guarantor may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the
Notes herein, in which event a supplementary Offering Circular will be prepared which will describe the effect of the agreement in relation to such Notes.
Payments of interest, principal or other amounts relating to the Notes may be subject to an Italian withholding tax (referred to as imposta sostitutiva) of
12.5 per cent. In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest, principal or other amounts relating to Notes
issued by Olivetti S.p.A., each Noteholder not resident in Italy is required to declare, prior to or concurrently with the delivery of the Notes that such
Noteholder is (i) deemed to be resident for tax purposes in a country which recognises the Italian fiscal authorities' right to an adequate exchange of information
and (ii) is not resident, for tax purposes, in certain tax haven countries included in the black list referred to in Article 76, paragraph 7-bis of Presidential Decree
22 December 1986 No. 917 identified by Ministerial Decree of 23 January 2002 all as more fully set out in ``Taxation'' below.
Notes issued by the Issuers with an original maturity of less than eighteen months may be subject to an Italian withholding tax or substitute tax
levied at the rate of 27 per cent. in respect of interest and premiums (if any). Issuers will not be liable to pay any additional amounts to Noteholders in
relation to any such withholding or substitute tax.
Arranger
Lehman Brothers
Dealers
Barclays Capital
Credit Suisse First Boston
Deutsche Bank
JPMorgan
Lehman Brothers
MEDIOBANCA S.p.A.
Merrill Lynch International
Morgan Stanley
The date of this Offering Circular is 14 May 2002
This Offering Circular replaces the Offering Circular dated 8 June 2001.

TABLE OF CONTENTS
Important Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Summary of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Forms of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Summary of Provisions relating to the Notes while in Global Form . . . . . . . . . . . . . . . . . . . . . . .
43
Monte Titoli Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Olivetti Finance N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Olivetti International Finance N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Olivetti S.p.A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
2

IMPORTANT NOTICES
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this
document and to the best of the knowledge and belief of each of the Issuers and the Guarantor (which
have taken all reasonable care to ensure that such is the case), the information contained in this document
is in accordance with the facts and does not omit anything likely to affect the import of such information.
This Offering Circular should be read and construed together with any amendments or supplements
hereto and with any other documents incorporated by reference herein and, in relation to any Tranche
(as defined herein) of Notes, should be read and construed together with the relevant Pricing Supplement
(as defined herein).
The Issuers and the Guarantor have confirmed to the Dealers named under ``Subscription and Sale''
below that this Offering Circular (including for this purpose, each relevant Pricing Supplement) contains
all information which is (in the context of the Programme, the issue, offering and sale of the Notes and
the guarantee of the Notes) material; that such information is true and accurate in all material respects
and is not misleading in any material respect; that any opinions, predictions or intentions expressed
herein are honestly held or made and are not misleading in any material respect; that this Offering
Circular does not omit to state any material fact necessary to make such information, opinions,
predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes and
the guarantee of the Notes) not misleading in any material respect; and that all proper and reasonable
enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained
in this Offering Circular or any other document entered into in relation to the Programme or any
information supplied by the Issuers or the Guarantor or such other information as is in the public domain
and, if given or made, such information or representation should not be relied upon as having been
authorised by the Issuers, the Guarantor or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and neither the Dealers nor any of their respective affiliates makes any representation or warranty or
accepts any responsibility as to the accuracy or completeness of the information contained in this
Offering Circular. Neither the delivery of this Offering Circular or any Pricing Supplement nor the
offering, sale or delivery of any Note shall, in any circumstances, create any implication that the
information contained in this Offering Circular is true subsequent to the date hereof or the date upon
which this Offering Circular has been most recently amended or supplemented or that there has been no
adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial
or otherwise) of any Issuer or the Guarantor since the date thereof or, if later, the date upon which this
Offering Circular has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct 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 distribution of this Offering Circular and any Pricing Supplement and the offering, sale and
delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Offering Circular or any Pricing Supplement comes are required by the Issuers, the Guarantor 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 Notes and on the distribution of this Offering Circular, or any
Pricing Supplement and other offering material relating to the Notes, see ``Subscription and Sale''. In
particular, Notes have not been and will not be registered under the Securities Act, and are subject to
U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States or to U.S. persons. In addition, none of the Issuers or the Guarantor has
authorised any offer of Notes having a maturity of one year or more to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995, as amended (the ``Regulations'').
Notes may not lawfully be offered or sold to persons in the United Kingdom except in circumstances
which do not result in an offer to the public in the United Kingdom within the meaning of the
Regulations or otherwise in compliance with all applicable provisions of the Regulations.
Neither this Offering Circular nor any Pricing Supplement constitutes an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuers,
the Guarantor, the Dealers or any of them that any recipient of this Offering Circular or any Pricing
Supplement should subscribe for or purchase any Notes. Each recipient of this Offering Circular or any
Pricing Supplement shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the Issuers and the Guarantor.
3

The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time
under the Programme will not exceed A15,000,000,000 (and for this purpose, any Notes denominated in
another currency shall be translated into EUR at the date of the agreement to issue such Notes
(calculated in accordance with the provisions of the Dealer Agreement)). The maximum aggregate
principal amount of Notes which may be outstanding and guaranteed at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant provisions of the
Dealer Agreement as defined under ``Subscription and Sale''.
In this Offering Circular, unless otherwise specified, references to ``U.S.$'', ``U.S. Dollars'' or
``Dollars'' are to United States dollars; references to ``Lire'', ``Lira'' or ``Lit.`` are to Italian Lire which are
a sub-unit of the euro; references to ``NLG'' and ``Guilders'' are to Dutch Guilders which up to
31 December 2001 were a sub-unit of the euro and references to ``A'', ``EUR'' or ``euro'' are to the single
currency which was introduced at the beginning of the third stage of the European Economic and
Monetary Union pursuant to the Treaty establishing the European Community, as amended. References
to ``billions'' are to thousands of millions.
For convenience only (except where noted otherwise), certain Lira figures have been translated into
EUR at the rate of Lit. 1,936.27 = A1.00, being the fixed Lira/EUR exchange rate established on
31 December 1998.
In this Offering Circular, unless the context otherwise requires or unless otherwise indicated, any
reference to an ownership interest refers to an interest in share capital held directly or indirectly, as the
case may be.
Certain figures included in this Offering Circular have been subject to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede
them.
In connection with the issue of any Notes under the Programme, the Dealer (if any) which is
specified in the relevant Pricing Supplement as the Stabilising Manager (or any person acting for the
Stabilising Manager) may over-allot or effect transactions with a view to supporting the market price of
the relevant Notes 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. Such stabilising, if commenced, may be discontinued at any time and must be
brought to an end after a limited period. Such stabilising shall be in compliance with all applicable laws,
regulations and rules.
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering
Circular:
(1)
the most recently published audited consolidated annual financial statements and any
consolidated and unconsolidated interim financial statements (whether audited or unaudited)
(if any) published subsequently to such annual financial statements, of Olivetti Finance from
time to time; and
(2)
the most recently published audited annual financial statements and any consolidated and
unconsolidated interim financial statements (whether audited or unaudited) (if any) published
subsequently to such annual financial statements, of Olivetti International Finance from time
to time; and
(3)
the most recently published audited consolidated annual financial statements and any
consolidated and unconsolidated interim financial statements (whether audited or unaudited)
published subsequently to such annual financial statements, of Olivetti from time to time; and
(4)
all amendments and supplements to this Offering Circular prepared by any of the Issuers or
the Guarantor from time to time,
save that any statement contained in this Offering Circular or in any of the documents incorporated by
reference in, and forming part of, this Offering Circular shall be deemed to be modified or superseded for
the purpose of this Offering Circular to the extent that a statement contained in any document
subsequently incorporated by reference modifies or supersedes such statement. Neither Olivetti Finance
nor Olivetti International Finance publishes any interim financial statements. Olivetti publishes quarterly
interim financial statements.
The Issuers and the Guarantor have undertaken, in connection with the listing of the Notes on the
Luxembourg Stock Exchange, that if there shall occur any adverse change in the business or financial
position of any of the Issuers or the Guarantor, or any change in the information set out under ``Terms
and Conditions of the Notes'', that is material in the context of the issuance by any Issuer of any Notes,
the Issuers and the Guarantor will prepare or procure the preparation of an amendment or supplement to
this Offering Circular or, as the case may be, publish a new Offering Circular, for use in connection with
any subsequent issue by the Issuers of Notes to be listed on the Luxembourg Stock Exchange.
The Issuers will procure that copies of this Offering Circular and any document incorporated by
reference in this Offering Circular and any amendment or supplement to this Offering Circular will be
obtainable at the specified offices of the Paying Agents (including the Luxembourg Paying Agent) during
normal business hours, free of charge. Written or oral requests for such documents should be directed to
the specified office of any Paying Agent or the specified office of the Luxembourg Listing Agent.
5

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is qualified in its entirety by the
remainder of this Offering Circular. Words and expressions defined in ``Forms of the Notes'' or ``Terms
and Conditions of the Notes'' below shall have the same meanings in this summary.
Issuers:
Olivetti S.p.A.
Olivetti Finance N.V.
Olivetti International Finance N.V.
Guarantor:
Olivetti S.p.A. (in respect of Notes issued by Olivetti Finance or Olivetti
International Finance)
Arranger:
Lehman Brothers International (Europe)
Dealers:
Barclays Bank PLC
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
MEDIOBANCA-Banca di Credito Finanziario S.p.A.
Merrill Lynch International
Morgan Stanley & Co. International Limited
and any other Dealer appointed from time to time by the Issuers and the
Guarantor generally in respect of the Programme or by the relevant Issuer
and the Guarantor (if appropriate) in relation to a particular Tranche of
Notes.
Fiscal Agent:
JP Morgan Chase Bank
Luxembourg Listing Agent:
Banque Ge´ne´rale du Luxembourg S.A.
Listing:
Each Series may be listed on the Luxembourg Stock Exchange and/or the
Electronic Trading System of Borsa Italiana S.p.A. (``Borsa Italiana'') and/
or any other stock exchange as may be agreed between the relevant Issuer,
the Guarantor and the relevant Dealer(s) and specified in the relevant
Pricing Supplement or may be unlisted. Unlisted Bearer Notes may not be
issued by Olivetti Finance N.V. without prior dispensation from the Dutch
Central Bank. Application has been made to list the Notes issued during
the period of twelve months from the date of this Offering Circular on the
Luxembourg Stock Exchange.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or Monte Titoli and/or
any other clearing system as may be specified in the relevant Pricing
Supplement.
Initial Programme
Up to A15,000,000,000 (or its equivalent in certain other currencies)
Amount:
aggregate principal amount of Notes outstanding at any one time provided
that the aggregate principal amount of Notes issued by Olivetti may not
exceed A9 billion (or its equivalent in certain other currencies) based on the
current proxy received by the company's shareholder meeting.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different Issue Dates. The Notes of each Series will all be
subject to identical terms, except that the Issue Date, the Interest
Commencement Date, the Issue Price and the amount of the first payment
of interest may be different in respect of different Tranches. The Notes of
each Tranche will all be subject to identical terms in all respects save that a
Tranche may comprise Notes of different denominations.
6

Pricing Supplements:
Each Tranche will be the subject of a Pricing Supplement which, for the
purposes of that Tranche only, supplements the Terms and Conditions of
the Notes and this Offering Circular and must be read in conjunction with
this Offering Circular. The terms and conditions applicable to any
particular Tranche of Notes are the Terms and Conditions of the Notes
as supplemented, amended and/or replaced by the relevant Pricing
Supplement.
Forms of Notes:
Notes may only be issued in bearer form. Each Tranche of Notes will
initially be in the form of either a Temporary Global Note or a Permanent
Global Note (each, a ``Global Note''), in each case as specified in the
relevant Pricing Supplement. Each Global Note will be deposited on or
around the relevant Issue Date with a depositary or a common depositary
for Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system. Each Temporary Global Note will be exchangeable for a
Permanent Global Note or, if so specified in the relevant Pricing
Supplement, for Definitive Notes. If the TEFRA D Rules are specified
in the relevant Pricing Supplement as applicable, certification as to non-
U.S. beneficial ownership will be a condition precedent to any exchange of
an interest in a Temporary Global Note or receipt of any payment of
interest in respect of a Temporary Global Note. Each Permanent Global
Note will be exchangeable for Definitive Notes in accordance with its
terms. Definitive Notes will, if interest-bearing, have Coupons attached
and, if appropriate, a Talon for further Coupons.
Notes which are specified in the relevant Pricing Supplement as having
Monte Titoli as a clearing system (``Monte Titoli Notes'') will be held on
behalf of the beneficial owners thereof, from their date of issue until their
redemption, by Monte Titoli for the account of the relevant Monte Titoli
account holders. The expression ``Monte Titoli account holder'' means any
authorised financial intermediary institution entitled to hold accounts on
behalf of its customers with Monte Titoli and includes any financial
intermediary appointed by Euroclear and/or Clearstream, Luxembourg for
the account of participants in Euroclear and/or Clearstream, Luxembourg.
Currencies:
Notes may be denominated in euro, U.S. Dollars, Australian Dollars,
Canadian Dollars, Danish Kroner, Hong Kong Dollars, Japanese Yen,
New Zealand Dollars, Norwegian Kroner, Sterling, Swedish Kronor, Swiss
Francs and/or such other currency or currencies as may be agreed with the
relevant Dealer(s), subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements. Payments in respect of Notes
may, subject to such compliance, be made in and/or linked to any currency or
currencies other than the currency in which such Notes are denominated.
Issues of Notes with a maturity of more than one year denominated in
Swiss Francs or carrying a Swiss Franc-related element (other than Notes
privately placed with a single investor with no publicity) will be effected in
compliance with the relevant regulations of the Swiss National Bank based
on article 7 of the Federal Law on Banks and Savings Banks of 8 November
1934 (as amended) and article 15 of the Federal Law on Stock Exchanges
and Securities Trading of 24 March 1995 in connection with article 2,
paragraph 2 of the Ordinance of the Federal Banking Commission on
Stock Exchanges and Securities Trading of 2 December 1996. Under these
regulations, the relevant Dealer or, in the case of a syndicated issue, the
lead manager (the ``Swiss Dealer''), must be a bank domiciled in
Switzerland (which includes branches or subsidiaries of a foreign bank
located in Switzerland) or a securities dealer duly licensed by the Swiss
Federal Banking Commission pursuant to the Federal Law on Stock
Exchanges and Securities Trading of 24 March 1995. The Swiss Dealer
must report certain details of the relevant transaction to the Swiss National
Bank no later than the Issue Date of the relevant Notes.
7

Status of the Notes:
Notes will be issued on an unsecured and unsubordinated basis.
Status of the Guarantee:
Notes issued by Olivetti Finance or Olivetti International Finance will be
unconditionally and irrevocably guaranteed by Olivetti S.p.A., on an
unsecured and unsubordinated basis.
Issue Price:
Notes may be issued at any price and either on a fully or partly paid basis,
as specified in the relevant Pricing Supplement.
Maturities:
Notes may have any maturity, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or central bank
requirements. Any Notes in respect of which the issue proceeds are
received by the relevant Issuer in the United Kingdom and which must be
redeemed before the first anniversary of their date of issue must (a) have a
minimum redemption value of £100,000 (or its equivalent in other
currencies) and be issued only to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their businesses; or who it is
reasonable to expect will acquire, hold, manage or dispose of investments
(as principal or agent) for the purposes of their businesses or (b) be issued
in other circumstances which do not constitute a contravention of section
19 of the Financial Services and Markets Act 2000 (``FSMA'') by the
relevant Issuer.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
(detailed in a formula, index or otherwise) as may be specified in the
relevant Pricing Supplement. Notes may also be redeemable in more than
one instalment on such dates and in such manner as may be specified in the
relevant Pricing Supplement.
Optional Redemption:
Notes may be redeemed before their stated maturity at the option of the
relevant Issuer and/or the Noteholders to the extent (if at all) specified in
the relevant Pricing Supplement.
Tax Redemption:
Except as described in ``Optional Redemption'' above, early redemption
will only be permitted for tax reasons as described in Condition 11(b)
(Redemption for tax reasons).
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed rate or a floating rate or other variable rate or be
index-linked and the method of calculating interest may vary between the
Issue Date and the Maturity Date of the relevant Series.
Denominations:
Notes will be issued in such denominations as may be specified in the
relevant Pricing Supplement, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements.
Negative Pledge:
The Notes will have the benefit of a negative pledge as described in
Condition 5 (Negative Pledge).
Cross Default:
The Notes will have the benefit of a cross default as described in Condition
14 (Events of Default).
Taxation:
All payments in respect of Notes (including pursuant to the Guarantee of
the Notes) will be made free and clear of withholding taxes of the
jurisdiction of incorporation of the relevant Issuer or (in the case of
payments under the Guarantee of the Notes) the Republic of Italy, unless
the withholding is required by law. In that event, the relevant Issuer or (as
the case may be) the Guarantor will (subject as provided in Condition 13
(Taxation)) pay such additional amounts as will result in the Noteholders
receiving such amounts as they would have received in respect of such
Notes had no such withholding been required.
8

Payments of interest, principal or other amounts relating to the Notes may
be subject to an Italian withholding tax (referred to as imposta sostitutiva)
of 12.5 per cent. In order to obtain exemption at source from imposta
sostitutiva in respect of payments of interest, principal or other amounts
relating to the Notes issued by Olivetti S.p.A., each Noteholder not
resident in Italy for tax purposes is required prior to or concurrently with
the delivery of the Notes to file a self-declaration to declare that such
Noteholder is (i) resident in a country which recognises the Italian tax
authorities' right to an adequate exchange of information; and (ii) is not
resident, for tax purposes, in certain tax haven countries included in the
black list referred to in Article 76, paragraph 7-bis, of Presidential Decree
22 December 1986 No. 917, identified by Ministerial Decree of 23 January
2002 all as more fully set out in ``Taxation'' below.
Notes issued by the Issuers (i) with an original maturity of less than
eighteen months may be subject to an Italian withholding tax or substitute
tax levied at the rate of 27 per cent. in respect of interest and premiums (if
any). The Issuers will not be liable to pay any additional amounts to
Noteholders in relation to any such withholding.
Redenomination:
In respect of any Tranche of Notes, if the country of the Specified
Currency becomes or, announces its intention to become, a Participating
Member State, the Notes may be redenominated in euro in accordance
with
Condition
23
(Redenomination,
Renominalisation
and
Reconventioning) if so specified in the relevant Pricing Supplement.
Governing Law:
The Notes will be governed by, and construed in accordance with, English
law.
Enforcement of Notes:
Individual investors' rights against the Issuer in respect of Global Notes
which have become void in accordance with their terms will be governed
by a Deed of Covenant dated 9 May 2002 executed by the Issuers, a copy
of which will be available for inspection at the specified office of JPMorgan
Chase Bank, as Fiscal Agent.
Selling Restrictions:
For a description of certain local and worldwide restrictions on offers,
sales and deliveries of Notes and on the distribution of offering material in
the United States of America, the United Kingdom, The Netherlands
Antilles, the Republic of Italy, France, Japan, The Netherlands and
Switzerland, see ``Subscription and Sale'' below.
9

FORMS OF THE NOTES
Each Tranche of Notes will initially be in the form of either a temporary global note (the
``Temporary Global Note''), without interest coupons, or a permanent global note (the ``Permanent
Global Note''), without interest coupons, in each case as specified in the relevant Pricing Supplement.
Each Temporary Global Note or, as the case may be, Permanent Global Note (each a ``Global Note'')
will be deposited on or around the Issue Date of the relevant Tranche of the Notes with a depositary or a
common depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing
system.
The relevant Pricing Supplement will also specify whether United States Treasury Regulation
§1.163-5(c)(2)(i)(C) (the ``TEFRA C Rules'') or United States Treasury Regulation §1.163-5(c)(2)(i)(D)
(the ``TEFRA D Rules'') are applicable in relation to a Tranche of Notes or, if the relevant Notes do not
have a maturity of more than 365 days, that neither the TEFRA C Rules nor the TEFRA D Rules are
applicable.
Temporary Global Note exchangeable for Permanent Global Note
If the relevant Pricing Supplement specifies the form of Notes as being ``Temporary Global Note
exchangeable for a Permanent Global Note'', then the relevant Tranche of Notes will initially be in the
form of a Temporary Global Note which will be exchangeable, in whole or in part, for interests in a
Permanent Global Note, without interest coupons, not earlier than 40 days after the Issue Date of the
relevant Tranche of Notes upon certification as to non-U.S. beneficial ownership. No payments will be
made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is
improperly withheld or refused. In addition, interest payments in respect of the relevant Tranche of Notes
cannot be collected without a certification of non-U.S. beneficial ownership.
Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a
Permanent Global Note, the relevant Issuer shall procure (in the case of first exchange) the prompt
delivery (free of charge to the bearer) of such Permanent Global Note to the bearer of the Temporary
Global Note or (in the case of any subsequent exchange) an increase in the principal amount of the
Permanent Global Note in accordance with its terms against:
(i)
presentation and (in the case of final exchange) surrender of the Temporary Global Note at
the Specified Office of the Fiscal Agent; and
(ii)
receipt by the Fiscal Agent of a certificate or certificates of non-U.S. beneficial ownership,
within 7 days of the bearer requesting such exchange.
The principal amount of the Permanent Global Note shall be equal to the aggregate of the principal
amounts specified in the certificates of non-U.S. beneficial ownership; provided, however, that in no
circumstances shall the principal amount of the Permanent Global Note exceed the initial principal
amount of the Temporary Global Note.
The Permanent Global Note will be exchangeable in whole, but not in part, for Notes in definitive
form (``Definitive Notes''):
(i)
on the expiry of such period of notice as may be specified in the relevant Pricing Supplement;
or
(ii)
at any time, if so specified in the relevant Pricing Supplement; or
(iii) if the relevant Pricing Supplement specifies ``in the limited circumstances described in the
Permanent Global Note'', then if (a) Euroclear or Clearstream, Luxembourg or any other
relevant clearing system is closed for business for a continuous period of 14 days (other than
by reason of legal holidays) or announces an intention permanently to cease business or (b)
any of the circumstances described in Condition 14 (Events of Default) occurs.
The Permanent Global Note will also become exchangeable, in whole but not in part and at the
option of the relevant Issuer, for Definitive Notes if, by reason of any change in the laws of the
jurisdiction of incorporation of the Issuer or (in the case of Notes guaranteed by Olivetti) the Republic of
Italy, the Issuer or the Guarantor (if appropriate) is or will be required to make any withholding or
deduction from any payment in respect of the Notes which would not be required if the Notes were in
definitive form.
10