Obligation Carige Banca 0% ( XS0256396697 ) en EUR

Carige Banca

100 % ▲

Italie

XS0256396697 ( en EUR )

07/06/2016 - Obligation échue

Prospectus brochure de l'obligation Banca Carige XS0256396697 en EUR 0%, échue

50 000 EUR

500 000 000 EUR

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

L'Obligation émise par Carige Banca ( Italie ) , en EUR, avec le code ISIN XS0256396697, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/06/2016

PROSPECTUS DATED 15 March 2018

BANCA CARIGE S.P.A. -- CASSA DI RISPARMIO DI GENOVA E IMPERIA

5,000,000,000
Euro Medium Term Note Programme

Arranger and Dealer
UBS Investment Bank

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IMPORTANT INFORMATION
This prospectus (the "Prospectus" or the "Base Prospectus") comprises a base prospectus in respect of all Notes
(as defined below) other than Exempt Notes (as defined below) issued under the Programme (as defined below)
for the purposes of article 5.4 of Directive 2003/71/EC as amended (the "Prospectus Directive") and for the
purpose of giving information with regard to the Issuer (as defined below) and the Issuer and its subsidiaries and
affiliates taken as a whole ("Banca Carige Group" or the "Group") 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 Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for each
Tranche (as defined under "Terms and Conditions of the Notes") of Notes issued under the Programme. To the
best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import
of such information.
This Prospectus must be read and construed together with any supplements hereto and with any information
incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms (as
defined below), must be read and construed together with the relevant Final Terms. In the case of a Tranche of
Notes which is the subject of a Drawdown Prospectus (as defined below), each reference in this Prospectus to
information being specified or identified in the relevant Final Terms shall be read and construed as a reference to
such information being specified or identified in the relevant Drawdown Prospectus unless the context requires
otherwise.
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be
admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the
European Economic Area other than in circumstances where an exemption is available under article 3.2 of the
Prospectus Directive (as implemented in the relevant Member State(s)). References in this Prospectus to "Exempt
Notes" are to Notes for which no prospectus is required to be published under the Prospectus Directive. The CSSF
has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes.
Under the Euro Medium Term Note Programme described in this Prospectus (the "Programme"), Banca Carige
S.p.A. - Cassa di Risparmio di Genova e Imperia ("Banca Carige", "Carige", the "Issuer", the "Bank", the
"Parent Bank", the "Company" or the "Parent Company"), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate
nominal amount of Notes outstanding will not at any time exceed 5,000,000,000 (or the equivalent in other
currencies).
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity
as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (the
"Prospectus Act 2005"), for the approval of this Prospectus as a base prospectus for the purposes of the Prospectus
Directive. The CSSF assumes no responsibility for the economic and financial soundness of the transactions
contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with article 7(7) of the
Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under
the Programme for the period of 12 months from the date of this Prospectus to be listed on the Official List and
admitted to trading on the regulated market of the Luxembourg Stock Exchange. Such market is a regulated market
for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial
instruments. References in this Prospectus to Notes being listed (and all related references) shall mean that such
Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been
admitted to the Official List of the Luxembourg Stock Exchange.
The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The applicable Final
Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official
List and traded on the regulated market of the Luxembourg Stock Exchange (or any other stock exchange).
The Issuer may agree with any Dealer that Notes other than Exempt Notes may be issued in a form not
contemplated by the Terms and Conditions of the Notes, in which event a supplement to the Prospectus or a new
Prospectus will be made available which will describe the effect of the agreement reached in relation to such
Notes.

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Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and certain other information which is applicable to each Tranche of Notes will (other than in the case of
Exempt Notes, as defined above) be set out in a final terms document (the "Final Terms") or in a separate
prospectus specific to such Tranche (the "Drawdown Prospectus", as described under "Supplement to the
Prospectus" below) which, with respect to all Notes other than Exempt Notes will be filed with the CSSF. Copies
of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the
aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and
certain other information which is applicable to each Tranche will be set out in a pricing supplement document
(the "Pricing Supplement").
The Issuer has been rated "B-" by Fitch Ratings Limited ("Fitch") and "Caa2" by Moody's Investor Service
Limited ("Moody's"). Each of such rating agencies is established in the European Union and is registered under
the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of Fitch and Moody's
is included in the list of credit ratings agencies published by the European Securities and Markets Authority on
its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA
Regulation. Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies
referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or Pricing
Supplement, in the case of Exempt Notes) and will not necessarily be the same as the rating(s) described above
or the rating(s) assigned to Notes already issued. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Each Series (as defined under "Terms and Conditions of the Notes") of Notes in bearer form will be represented
on issue by a temporary global note in bearer form (each a "Temporary Global Note") or a permanent global
note in bearer form (each a "Permanent Global Note"). If the global notes (the "Global Notes") are stated in the
applicable Final Terms to be issued in new global note (NGN) form, the Global Notes will be delivered on or
prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for
Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") (the "Common Depositary"). Notes in registered form will be represented by registered
certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of
Registered Notes of one Series. Registered Notes issued in global form will be represented by registered global
certificates ("Global Certificates"). If a Global Certificate is held under the New Safekeeping Structure ("NSS")
the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common
Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form
("Classic Global Notes" or "CGNs") and Global Certificates which are not held under the NSS may be deposited
on the issue date of the relevant Tranche with (i) a common depositary on behalf of Euroclear and Clearstream
(the "Common Depositary") or (ii) any other agreed clearing system. The provisions governing the exchange of
interests in Global Notes for other Global Notes and definitive Notes are described in "Overview of Provisions
Relating to the Notes While in Global Form".
As more fully set out in "Terms and Conditions of the Notes Taxation" and subject to the exceptions therein
provided, additional amounts will not be payable to holders of the Notes or of the interest coupons appertaining
to the Notes with respect to any withholding or deduction pursuant to Italian Legislative Decree No. 239 of 1
April 1996 ("Decree No. 239") (as amended or supplemented) and related regulations of implementation which
have been or may subsequently be enacted. In addition, certain other exceptions to the obligation of the Issuer to
pay additional amounts to holders of the Notes with respect to the imposition of withholding or deduction from
payments relating to the Notes also apply, as more fully set out in "Terms and Conditions of the Notes Taxation".
No person has been authorised to give any information or to make any representation other than those contained
in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger
(as defined in "Overview of the Programme"). Neither the delivery of this Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no change in the
affairs of the Issuer since the date hereof or the date upon which this Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof
or the date upon which this Prospectus has been most recently supplemented or that any other information supplied
in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.

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This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The
Issuer and the Dealers do not represent that this Prospectus may be lawfully distributed, or that any Notes may be
lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution
or offering. In particular no action has been taken by the Issuer or the Dealers which is intended to permit a public
offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required.
No Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes are
required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such
restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933 as
amended (the Securities Act) and include Notes in bearer form that 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, or for the
account or benefit of, U.S. persons. For a description of certain restrictions on offers and sales of Notes and on
the distribution of this Prospectus, see "Subscription and Sale".
The Arranger and the Dealers have not separately verified the information contained in this Prospectus. None of
the Dealers or the Arranger makes any representation or warranty, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus. To the
fullest extent permitted by law, none of the Dealers or the Arranger accepts any responsibility for the contents of
this Prospectus or for any other statement, made or purported to be made by the Arranger or a Dealer or on its
behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and each Dealer
accordingly disclaim all and any liability whether arising in tort or contract or otherwise save as referred to above,
which they might otherwise have in respect of this Prospectus or any such statement. Neither this Prospectus nor
any other financial statements are intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this
Prospectus or any other financial statements should purchase the Notes.
An investment in Notes issued under the Programme involves certain risks. Prospective investors should
have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
The Prospectus does not describe all of the risks of an investment in the Notes. Each potential purchaser of Notes
should determine for itself the relevance of the information contained in this Prospectus and its purchase of Notes
should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes
to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention
of any of the Dealers or the Arranger.
The Prospectus may contain forward-looking statements, including (without limitation) statements identified by
the use of terminology such as "anticipates", "believes", "estimates", "expects", "intends", "may", "plans",
"projects", "will", "would" or similar words. These statements are based on the Issuer's current expectations and
projections about future events and involve substantial uncertainties. All statements, other than statements of
historical facts, contained herein regarding the Issuer's and the Group's strategy, goals, plans, future financial
position, projected revenues and costs or prospects are forward-looking statements. Forward-looking statements
are subject to inherent risks and uncertainties, some of which cannot be predicted or quantified. Future events or
actual results could differ materially from those set forth in, contemplated by or underlying forward-looking
statements. The Issuer does not undertake any obligation to publicly update or revise any forward-looking
statements.
IMPORTANT EEA RETAIL INVESTORS - If the applicable Final Terms in respect of any Notes (or the
Pricing Supplement in respect of any Exempt Notes, as the case may be) includes a legend entitled "Prohibition
of Sales to EEA Retail Investors", the Notes or the Exempt Notes, as the case may be, 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"). 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 (as amended,
"MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, "IMD"), 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

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a qualified investor as defined in the Prospectus Directive. Consequently no key information document required
by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or the Exempt Notes,
as the case may be, or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or the Exempt Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II product governance / target market The applicable Final Terms in respect of any Notes (or the
Pricing Supplement in respect of any Exempt Notes, as the case may be) will include a legend entitled "MiFID II
Product Governance" which will outline the target market assessment in respect of the Notes or the Exempt Notes,
as the case may be, and which channels for distribution of the Notes or the Exempt Notes, as the case may be, are
appropriate. Any person subsequently offering, selling or recommending the Notes or the Exempt Notes, as the
case may be, (a "distributor") should take into consideration the target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes or the
Exempt Notes, as the case may be, (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes or Exempt Notes, as the case may be, is a manufacturer in respect of such Notes
or Exempt Notes, as the case may be, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.
Use of a benchmark - Amounts payable under the Notes may be calculated by reference to EURIBOR, LIBOR
or CMS which are respectively provided by the European Money Markets Institute ("EMMI"), ICE Benchmark
Administration Limited ("ICE") and International Swaps and Derivatives Association ("ISDA"). As at the date
of this Base Prospectus, the EMMI, ICE and ISDA do not appear on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority pursuant to article 36 of the
Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation"). As far as the Issuer is
aware, the transitional provisions in article 51 of the Benchmark Regulation apply, such that EMMI, ICE and
ISDA are not currently required to obtain authorisation or registration (or, if located outside the European Union,
recognition, endorsement or equivalence).
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later
than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date
of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.

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PRESENTATION OF INFORMATION
In this Prospectus, unless otherwise specified or the context otherwise requires, references to USD, U.S.$ and $
are to the lawful currency of the United States of America and to or euro are to the lawful currency of the
member states of the European Union (the "Member States") that have adopted the single currency in accordance
with the Treaty on the Functioning of the European Union as amended.
FINANCIAL INFORMATION
The financial information included in this Base Prospectus or incorporated by reference herein is derived from: i)
the audited consolidated financial statements as of and for the year ended 31 December 2017 (the "2017 Audited
Consolidated Financial Statements"); (ii) the comparative unaudited restated consolidated financial information
as of and for the year ended 31 December 2016 (the "2016 Unaudited Restated Consolidated Financial
Information") and (iii) the comparative audited consolidated balance sheet as of December 31, 2016.
The 2017 Audited Consolidated Financial Statements and the audited consolidated financial statements as of and
for the year ended 31 December 2016 (the "2016 Audited Consolidated Financial Statement") were prepared
in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS"), and
the instructions of the Bank of Italy set forth in circular No. 262 of 22 December 2005, as amended.
Banca Carige has restated certain comparative data related to 2016 with respect to the data previously presented
in the 2016 Audited Consolidated Financial Statement in accordance with the provisions of IFRS 5 to take into
account the classification as disposal groups (discontinued operations) of Creditis Servizi Finanziari S.p.A.
("Creditis").
This Base Prospectus hereto includes a statement of reconciliation between the 2016 Audited Consolidated
Financial Statements and the 2016 Unaudited Restated Consolidated Financial Information, presented as
comparative to the 2017 Audited Consolidated Financial Statements. For further details on the restatement, refer
to the 2017 Consolidated Financial Statements ("Explanatory Notes--Restatement of prior period accounts in
compliance with IFRS 5 (Non-current assets held for sale and discontinued operations)") incorporated by
reference in this Base Prospectus.
The 2017 Audited Consolidated Financial Statements and the 2016 Unaudited Restated Consolidated Financial
Information are together referred to in this Base Prospectus as the "Financial Information". The 2017 Audited
Consolidated Financial Statements and the 2016 Audited Consolidated Financial Statements as they appear in the
historical financial statements, are together referred to as "Historical Financial Statements".
The English translation of the reports of EY S.p.A. ("EY"), dated March 7, 2018 and March 6, 2017, with respect
to the Historical Financial Statements are incorporated by reference into this Base Prospectus.
The report issued by EY on the 2017 Audited Consolidated Financial Statements contains an emphasis of matter
paragraph that draws attention to the disclosure provided in the report on operations and in the paragraph "Going
Concern" of the explanatory notes with reference to the approval by the Board of Directors of the 2017-2020
Business Plan, to the capital strengthening measures and to the liability management exercise already completed
and to the further actions in course of execution.
The report issued by EY on the 2016 Audited Consolidated Financial Statements contains an emphasis of matter
paragraph that draws attention to the disclosure provided in the report on operations and the explanatory notes
with reference to the approval by the Board of Directors, on 28 February 2017, of the Strategic Plan 2016-2020
Update. The Directors inform that the Plan includes the assessment made about the adequacy of the Group capital
position to absorb the impacts arising from the achievement of the targets required by the European Central Bank
on 9 December 2016. Further, the Directors inform that, considering the uncertainties arising from the current
scenario, based on the assessments made and subject to the realization of the actions described in the Plan,
principally those aimed to reinforce the capital position, they have prepared the financial statements on a going
concern basis.
Moreover, although IFRS 5 does not require the restatement of comparative balance sheet figures, Banca Carige
reported in this Base Prospectus certain comparative balance sheet figures as of 31 December 2016 further restated
to allow a consistent comparison. Banca Carige described the nature of the restatements and presented the
reconciliation among the historical comparative audited balance sheet as of 31 December 2016 included in the

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2016 Audited Consolidated Financial Statement and in the 2017 Audited Consolidated Financial Statement (as
comparative financial data) and the unaudited balance sheet figures restated presented in this Base Prospectus.
See "Restatement of the Group's financial information as of and for the year ended 31 December 2016".
As a result of the IFRS 5 restatement and of the restatement of balance sheet figures as of 31 December 2016
made to allow a consistent comparison, Banca Carige has presented the financial information for 2016 in the form
of the 2016 Unaudited Restated Consolidated Financial Information as included in the 2017 Audited Consolidated
Financial Statement, in the form of the unaudited balance sheet figures restated for a consistent presentation and
in the form of the 2016 Audited Consolidated Financial Statement.
Certain financial information as of and for the years ended 31 December 2017 and 31 December 2016 contained
in this Base Prospectus is unaudited and different from the Financial Statements in as much as it has in all cases
been subject to reclassification by aggregating and/or changing certain line items from the financial statements
and, in some instances, by creating new line items or moving amounts to different line items as set forth therein.
Because of the restatements made to the Group's financial information, prospective investors may find it difficult
to make comparisons between the different sets of financial information. The English translations of the 2017
Audited Consolidated Financial Statements and the 2016 Audited Consolidated Financial Statements, as they
appear in the Historical Financial Statements, are incorporated by reference in this Base Prospectus.
In making an investment decision, investors must rely upon their own examination of the Financial Statements
and other financial information included in this Base Prospectus and should consult their professional advisors
for an understanding of: (i) the differences between IFRS and other systems of generally accepted accounting
principles and how those differences might affect the financial information included in this Prospectus; and (ii)
the restatements made in accordance with IFRS 5 and the restatements of balance sheet figures made to allow a
consistent comparison; and (iii) the impact that future additions to, or amendments of, IFRS principles may have
on the Group's results of operations and/or financial condition, as well as on the comparability of prior periods.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly, figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which preceded them.

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TABLE OF CONTENTS
Page
RISK FACTORS .................................................................................................................................................... 9
OVERVIEW OF THE PROGRAMME ............................................................................................................... 60
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 67
SUPPLEMENT TO THE PROSPECTUS AND DRAWDOWN PROSPECTUSES .......................................... 69
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 70
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM....................... 106
USE OF PROCEEDS ......................................................................................................................................... 112
DESCRIPTION OF BANCA CARIGE AND BANCA CARIGE GROUP ....................................................... 113
OVERVIEW OF FINANCIAL INFORMATION OF BANCA CARIGE GROUP .......................................... 173
TAXATION ....................................................................................................................................................... 185
SUBSCRIPTION AND SALE ........................................................................................................................... 193
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH A
DENOMINATION OF 100,000 OR MORE, OTHER THAN EXEMPT NOTES .......................................... 198
FORM OF PRICING SUPPLEMENT FOR USE IN CONNECTION WITH ISSUES OF EXEMPT NOTES 212
GENERAL INFORMATION ............................................................................................................................. 225

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued
under the Programme. Most of these factors are contingencies which may or may not occur and the Issuer is not
in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are
material for the purpose of assessing the market risks associated with Notes issued under the Programme are also
described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes
issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer
based on information currently available to it or which it may not currently be able to anticipate. In addition, the
order in which the risk factors are presented below is not intended to be indicative either of the relative likelihood
that each risk will materialise or of the magnitude of their potential impact on the business, financial condition
and results of operations of the Issuer or the Group.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including any
documents incorporated by reference herein) and reach their own views prior to making any investment decision.
The section "Risk Factors" informs prospective investors about the material risk factors known as at the date of
the approval of the Base Prospectus related to the Issuer and the Notes exhaustively.
The risks factors appearing on a group level are the risk factors which are also relevant for the Issuer and there
are non additional risks factors in this respect.
WORDS AND EXPRESSIONS DEFINED IN "FORMS OF THE NOTES" AND "TERMS AND
CONDITIONS OF THE NOTES" OR ELSEWHERE IN THIS PROSPECTUS HAVE THE SAME
MEANING IN THIS SECTION. PROSPECTIVE INVESTORS SHOULD READ THE ENTIRE
PROSPECTUS.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER
NOTES ISSUED UNDER THE PROGRAMME
The Group may be required to undertake further capital enhancements to meet the applicable regulatory
capital adequacy requirements, which have evolved and may continue to evolve from time to time
The Group is subject to Italian and European regulations applicable to the banking sector in relation to capital
requirements. These are aimed, among other things, at preserving the stability and solidity of the banking system,
limiting the exposure to risk in order to establish prudential levels of capital requirements, defining its quality and
assessing any possible risk mitigation instruments.
Since 2015, as required by the European Central Bank ("ECB") following the annual supervisory review and
evaluation process (SREP), Banca Carige has been required to maintain the following ratios and minimum capital
requirements:
(i)
a Common Equity Tier 1 Ratio (CET1 Ratio), at the consolidated level, equal to 11.25 per cent., which
may be subject to an additional review in the event of a structural reduction in the weight of the non-
performing loans against the amount of the Group's assets;
(ii)
on a consolidated basis, a Liquidity Coverage Ratio of 90 per cent. and restrictions on the payment of
dividends to Shareholders;
(iii)
on a consolidated basis, a TSCR of 11.25 per cent., comprising the minimum total capital requirement
of 8 per cent. and an additional total capital requirement of 3.25 per cent.. The ECB specified that the
TSCR of 11.25 per cent. could be revised, including in light of any future developments in the financial
position of the Company, on the consolidated basis, once the non-performing exposures have been
reduced to a sustainable level;
(iv)
an OCR that includes, in addition to the TSCR, the combined capital buffer requirement established by
the Bank of Italy at 1.25 per cent. for 2017; and

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(v)
on a consolidated basis, a Liquidity Coverage Ratio of 90 per cent. and a prohibition on distributing
dividends to Shareholders.
For further information, please see "Risk related to the disposal of the NPL portfolio".
On 29 December 2017 Banca Carige announced it had received the final decision concerning the prudential
requirements to be complied with in 2018 as part of the ECB's annual Supervisory Review and Evaluation Process
(SREP 2017 Decision) that requires that, as of 1 January 2018, the Bank should maintain, on a consolidated basis,
a minimum CET1 Ratio (inclusive of Pillar 2 Capital Guidance) of 11.175%, lower than the 2017 target of 11.25%
as a combined effect of i) the 62.5 bps increase due to the phased-in application of the transitional arrangements
to the Capital Conservation Buffer ("CCB"), which has risen for the whole banking system to 1.875% from
1.250% in 2017 and ii) the 70 bps reduction in Pillar 2 Capital Guidance to 1.55% from 2.25% in 2017. In addition
to the Pillar 1 minimum requirement (4.50%), the additional Pillar 2 requirement has also remained unchanged at
3.25%.
In the same letter, the ECB requires compliance -again on a consolidated basis- with a minimum Total Capital
Ratio of 13.125% as compared to 12.5% in 2017 (12.5% in 2016 as well); the increase is exclusively due to the
afore-mentioned transitional arrangements for the CCB.
As at 31 December 2017, the Group had a phased-in Total Capital Ratio of 12.4%, a phased-in Tier I Ratio of
12.4% and a phased-in Common Equity Tier 1 Ratio of 12.6%, higher than the minimum regulatory levels. (On a
fully loaded basis Carige's CET1 as of 2017 was 11.7% (10.5% as of 2016) and TC 11.8%).
The CET1 Ratio is higher than both the regulatory limits and the 9% minimum threshold required by the ECB
under the SREP process for 2017, and the Pillar 2 Guidance threshold of 11.25%. Compared to 2016, the increase
was due to the sale of the Milan property (+54 bps), the capital increase (+299 bps) and LME (+138 bps) while a
negative impact derives from the disposal of non-performing loans (- 65 bps) and from the 2017 results (-221
bps). The increase was verified in the 2017 fourth quarter for a total of over 200 bps.
The TCR is higher than both the regulatory limit and the 12.5% minimum threshold required by the ECB under
the SREP process for 2017.
The period for application of the transitory regime comes to an end in 2018 (the final year of the transitory regime)
and the effects of grandfathering will end in 2022. In the event of unfavorable and currently unforeseeable
outcomes to such periodic verification in the future, a further strengthening of capital may be required.
In addition, in light of developments in the regulatory framework, from 1 January 2018, the regulatory capital
may be adversely affected by the application of the International Accounting Principle IFRS 9 - Financial
Instruments, and meet the "Leverage Ratio" capital requirement (the ratio of Tier 1 capital to total assets, including
off-balance sheet items), requested by the Supervisory Authority during the observation period which ended in
2017. See "--The introduction of the new accounting principle IFRS9 "Financial Instruments" may have adverse
consequences if Banca Carige fails to fully comply with such new principles".
New and stricter regulatory requirements may also adversely affect the regulatory capital, such as the expected
review of the use of internal models to measure capital requirements in view of Basel Pillar 1 risks, with reference
to operational and market credit risk profiles, which could determine, among other things, a significant increase
in risk weighted assets, the need to support new plans aimed at a quicker reduction of the stock of NPLs and/or
the assessment of particularly challenging market scenarios requiring the availability of adequate capital resources
to support the business of the Group.
As a result of the above, the Group may undergo a reduction in its capital ratios compared to the situation on the
date of the Base Prospectus. In this case, also faced with possible external factors and unforeseeable events out of
its control, the Group may need to take suitable steps and/or implement measures aimed at restoring adequate
capital ratios, partly in view of "fully phased Basel 3". Such prudential level, reasonably above the minimum
regulatory requirements, may be determined by examining the overall development prospects of the business and
the ability to absorb hypothetical shocks and/or a stressed business environment, in line with the policies deemed
suitable by the management. Moreover, the Supervisory Authority could set additional requirements and/or
change the parameters used to calculate capital adequacy requirements, or it could interpret the regulations
governing the requirements for capital adequacy in a manner that is unfavorable to Banca Carige, with the need

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