Obligation EmilianoCredito Spa 0% ( XS0267261237 ) en EUR

EmilianoCredito Spa

100 % ⇌

Italie

XS0267261237 ( en EUR )

11/09/2014 - Obligation échue

Prospectus brochure de l'obligation Credito Emiliano Spa XS0267261237 en EUR 0%, échue

50 000 EUR

15 000 000 EUR

Credito Emiliano SpA est une banque italienne principalement active dans le secteur bancaire de détail, offrant une gamme de services financiers aux particuliers et aux entreprises, avec une forte présence dans l'Émilie-Romagne.

L'Obligation émise par EmilianoCredito Spa ( Italie ) , en EUR, avec le code ISIN XS0267261237, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/09/2014

CREDITO EMILIANO S.p.A.
(incorporated with limited liability in Italy)
3,000,000,000 Euro Medium Term Note Programme
Under this 3,000,000,000 Euro Medium Term Note Programme (the Programme), described in this document (the
Base Prospectus) Credito Emiliano S.p.A. (Credito Emiliano, Credem, or the Issuer), subject to compliance with all
relevant laws, regulations and directives, may from time to time issue notes (the Notes) denominated in Euro.
The maximum aggregate nominal amount of all Notes outstanding under the Programme will not at any time exceed
3,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described
herein.
The Notes may be issued on a continuing basis to the Dealer and any additional Dealer appointed under the Programme
from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific
issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of
Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
Notes issued under the Programme will have a denomination of 100,000 and integral multiples of 1,000.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see
"Risk Factors".
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the Luxembourg Act dated 10 July, 2005 on prospectuses for securities, as
amended (the Luxembourg Law on Prospectuses for Securities) implementing the Directive 2003/71/EC (as
amended, including Directive 2010/73/EU and any relevant implementing measure in a relevant Member State of the
European Economic Area, the Prospectus Directive) to approve this Base 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 Base Prospectus or the quality or solvency of the Issuer in accordance with Article
7(7) of the Luxembourg Law on Prospectuses for Securities. Application has also been made to the Luxembourg Stock
Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's
regulated market (as contemplated by Directive 2004/39/EC, the Markets in Financial Instruments Directive) and to
be listed on the Official List of the Luxembourg Stock Exchange, during the period of 12 months after the date of
publication of this Base Prospectus.
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 (as defined in "Terms and Conditions of the Notes")
of Notes to be issued under this Programme will be set out in a final terms (the Final Terms) which will be filed with
the CSSF.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further
stock exchange(s) or market(s) as may be agreed between the Issuer and the relevant Dealer(s).
As more fully set out in "Terms and Conditions of the Notes - Taxation" and as described under "Taxation - Italian
Taxation", the Issuer will not be liable in certain circumstances to pay any additional amounts to holders of the Notes
with respect to any payment, withholding or deduction pursuant to Italian Legislative Decree No. 239 of 1 April, 1996
on account of imposta sostitutiva, as defined therein in relation to interest payable in respect of any Notes.
The Programme also allows for Notes to be unlisted or to be admitted to listing, trading and/or quotation by such other
or further listing authorities, stock exchanges and/or quotation systems as may be agreed between the Issuer and the
relevant Dealer(s). Notes issued pursuant to the Programme may also be rated or unrated. Where an issue of Notes is
rated, its rating will be specified in the Final Terms. A 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. Whether or not each
credit rating applied for in relation to the relevant Series of Notes will be issued by a credit rating agency established in
the European Union and registered under Regulation (EC) No 1060/2009 (as amended by Regulation (EC) No
513/2011) (the CRA Regulation) will be disclosed in the Final Terms. In general, European regulated investors are
restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in
the European Union and registered under the CRA Regulation (or is endorsed and published or distributed by

subscription by such a credit rating agency in accordance with the Regulation) unless (1) the rating is provided by a
credit rating agency not established in the EEA but endorsed by a credit rating agency established in the EEA and
registered under the CRA Regulation or (2) the rating is provided by a credit rating agency not established in the EEA
which is certified under the CRA Regulation. The European Securities and Markets Authority (ESMA) is obliged to
maintain on its website, www.esma.europa.eu/page/Listregistered-and-certified-CRAs, a list of credit rating agencies
registered and certified in accordance with the CRA Regulation.

Sole Arranger and Sole Dealer
Natixis

The date of this Base Prospectus is 18 December 2015

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This document comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base
Prospectus and the Final Terms for each Tranche 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 Base Prospectus is in accordance with the facts and does not omit anything likely to affect
the import of such information. The opinions and intentions expressed in this Base Prospectus with regard to
the Issuer are honestly held.
This Base Prospectus should be read and construed together with any supplements hereto and with all
documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by
Reference") and , in connection with the issue of any Tranche of Notes, this Base Prospectus should be read
and construed together with the relevant Final Terms. Copies of Final Terms will be available from the
registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined
in "Terms and Conditions of the Notes") as well as on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR
WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR
WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN
PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE,
ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO
ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN
CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS BASE
PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE
INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE
PROVISION OF SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY TO AN
INVESTOR IN RESPECT OF SUCH INFORMATION.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in
this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No
Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base
Prospectus or any other information provided by the Issuer in connection with the Programme.
No person is or has been authorised to give any information or to make any representation not contained in
or not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer or such other information as is in the public domain 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.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Notes should purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and its group. Neither this
Base Prospectus nor any other information supplied in connection with the Programme or the issue of any
Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to
subscribe for or to purchase any Notes.

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Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein is correct at any time subsequent to the date
hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that
any other information supplied in connection with the Programme is correct as of any time subsequent to the
date indicated in the document containing the same 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 the Issuer since
the date hereof or, if later, the date upon which the Base Prospectus has been most recently amended or
supplemented. The Dealers expressly do not undertake to review the financial condition or affairs of the
Issuer during the life of the Programme or to advise any investor in the Notes of any information coming to
their attention.
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, or for the account or benefit of,
U.S. persons (see "Subscription and Sale").
This Base 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 Base 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 Base 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, unless specifically indicated to
the contrary in the applicable Final Terms, no action has been taken by the Issuer or the Dealers which is
intended to permit a public offering of any Notes outside Luxembourg or distribution of this Base Prospectus
in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Base 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 Base Prospectus or any Notes may
come must inform themselves about, and observe, any such restrictions on the distribution of this Base
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Base Prospectus and any offer or sale of Notes in the United States, the European Economic Area (including
the United Kingdom, France and Italy) and Japan (see "Subscription and Sale").
This Base Prospectus has been prepared on the basis that, except to the extent that sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of an offering contemplated in this Base Prospectus
as completed by final terms in relation to the offer of those Notes may only do so (i) in circumstances in
which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each
case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State and (in either case) published, all in
accordance with the Prospectus Directive, provided that any such prospectus has subsequently been
completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and
ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the
extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they

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authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or
any Dealer to publish or supplement a prospectus for such offer.
All references in this document to euro and refer to the currency introduced at the start of the third stage of
European economic and monetary union pursuant to the Treaty on the Functioning of the European Union,
as amended.
Certain figures included in this Base Prospectus 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 Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilisation 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, there is no assurance
that the Stabilisation Manager(s) (or persons acting on behalf of a Stabilisation Manager) will
undertake stabilisation action. 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 be ended 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
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance
with all applicable laws and rules.

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_____________________________
CONTENTS
______________________________

Page
Overview of the Programme .............................................................................................................................. 7
Risk Factors ...................................................................................................................................................... 11
Documents Incorporated by Reference ............................................................................................................ 30
Form of the Notes ............................................................................................................................................. 33
Applicable Final Terms .................................................................................................................................... 35
Terms and Conditions of the Notes .................................................................................................................. 47
Use of Proceeds ................................................................................................................................................ 73
Description of the Issuer ................................................................................................................................... 74
Taxation ............................................................................................................................................................ 99
Subscription and Sale ..................................................................................................................................... 109
General Information ....................................................................................................................................... 113

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OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche
of Notes, the applicable Final Terms.
This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC (the Prospectus
Regulation).
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this Overview.
Issuer:
Credito Emiliano S.p.A.
Description:
Euro Medium Term Note Programme.
Arranger:
Natixis.

Dealers:
Natixis and any other Dealer(s) appointed from time to time in
accordance with the Programme Agreement.

Fiscal Agent and Principal
Deutsche Bank AG, London branch
Paying Agent:

Initial Programme Amount:
Up to 3,000,000,000 (or its equivalent in other Currencies calculated as
described in the Programme Agreement) aggregate nominal amount of
notes outstanding at any time. The Issuer may increase the amount of the
Programme in accordance with the terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currency or Currencies:
Notes are denominated in Euro and, subject to any applicable legal or
regulatory restrictions, any other currency agreed between the Issuer and
the relevant Dealer(s).
Maturities:
Any maturity, as may be agreed between the Issuer and the relevant

Dealer(s), subject, in relation to specific currencies, to compliance with
all applicable legal and/or regulatory and/or central bank requirements.
In the case of Subordinated Notes, unless otherwise permitted by current
laws, regulations, directives and/or the Bank of Italy Regulations
applicable to the issue of Subordinated Notes, Subordinated Notes must
have a minimum maturity of five years (or, if issued for an indefinite
duration, redemption of such Notes may only occur five years after their
date of issue).
Redemption
Subject to any purchase and cancellation or early redemption, the Notes
will be redeemed at the Maturity Date at par.
In the case of Subordinated Notes, early redemption may occur only at
the option of the Issuer and with the prior approval of the Relevant

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Authority and otherwise in accordance with applicable laws and
regulations, including Articles 77 (b) and 78 of the CRR Regulation.
Optional Redemption
The Final Terms issued in respect of each issue of Notes will state
whether such Notes may be redeemed prior to their stated maturity at the
option of the Issuer (either in whole or in part) and/or (in the case of
Senior Notes only) the holders and, if so, the terms applicable to such
redemption.
Under applicable laws and regulations at the date of this Base Prospectus,
other than for taxation reasons or for regulatory reasons or following an
event of default, Subordinated Notes may not be repaid prior to five years
from the relevant Issue Date.
Other than following an event of default, any redemption of Subordinated
Notes prior to their stated maturity in accordance with the Conditions
(including early redemption for taxation reasons or early redemption for
regulatory reasons) will be subject to the prior approval of the Relevant
Authority as described in "Terms and Conditions of the Notes
Redemption, Purchase and Options Conditions to Early Redemption
and Purchase of Subordinated Notes".
Interest
Notes may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed rate or a floating rate and the method of calculating
interest may vary between the issue date and the maturity date of the
relevant Series.
Issue Price:
Notes may be issued at an issue price which is at par or at a discount to,
or premium over, par.
The Issue Price in relation to each issue of notes will be detailed in the
Final Terms.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of the
Notes".
Fixed Rate Notes:
Fixed interest will be payable in arrear on such date or dates specified in

the applicable Final Terms and it will be calculated on the basis of such
Day Count Fraction as may be agreed between the Issuer and the relevant
Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(a)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the 2006 ISDA
Definitions (as published by the International Swaps and
Derivatives Association, Inc., and as amended and updated as at
the Issue Date of the first Tranche of the Notes of the relevant
Series); or
(b)
on such other basis as may be agreed between the Issuer and the
relevant Dealer.

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The margin (if any) relating to such floating rate will be agreed between
the Issuer and the relevant Dealer for each Series of Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a minimum
interest rate or both.
Interest on Floating Rate Notes in respect of each Interest Period, as
agreed prior to issue by the Issuer and the relevant Dealer, will be
payable on such Interest Payment Dates, and will be calculated on the
basis of such Day Count Fraction, as may be agreed between the Issuer
and the relevant Dealer.
Denomination of Notes:
The Notes will be issued in such denominations as may be specified in
the relevant Final Terms, subject to compliance with all applicable legal
and/or regulatory and/or relevant central bank (or equivalent body)
requirements and save that the minimum denomination of each Note
admitted to trading on a regulated market within European Economic
Area will be 100,000.
So long as the clearing systems so permit, Notes will be issued in
denominations representing the aggregate of (i) a minimum
denomination of 100,000 plus (ii) integral multiples of another smaller
amount, and such Notes may be traded in amounts which, although
greater than 100,000, are not integral multiples of 100,000. In such a
case, a Noteholder who, as a result of trading such amounts, holds a
principal amount of less than 100,000 will not receive a definitive Note
in respect of such holding (if definitive Notes are printed) and would
need to purchase a principal amount of Notes such that it holds an
amount equal to one or more Specified Denominations.
Withholding Tax:
All payments of principal, interest, premium and other amounts in
respect of the Notes will be made free and clear of withholdings or
deductions for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or on behalf of, the Republic of
Italy, unless such withholding or deduction is required by law or by the
application or official interpretation thereof. In such a case, the Issuer
shall pay such additional amounts as shall result in receipt by the
Noteholders and the Couponholders of such amounts as would have been
received by them had no such withholding or deduction been required,
subject to certain exceptions (including the ICMA Standard EU
Exceptions), all as described in "Terms and Conditions of the Notes --
Taxation".
Status of the Notes:
Notes may be issued by the Issuer on a subordinated or unsubordinated

basis, as specified in the relevant Final Terms.
Senior Notes will constitute unsubordinated and unsecured obligations of
the Issuer, as described in "Terms and Conditions of the Notes -- Status
of the Notes".
Subordinated Notes will constitute subordinated obligations of the Issuer,

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as described in "Terms and Conditions of the Notes -- Status of the
Notes".
Rating:
Notes issued pursuant to the Programme may be rated or unrated. Where

an issue of Notes is rated, its rating will be specified in the Final Terms.
A 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.
Listing and admission to
This Base Prospectus has been approved by CSSF as a base prospectus.
trading:
Application has also been made to the Luxembourg Stock Exchange for
Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and listed on the
Official List of the Luxembourg Stock Exchange.
Notes may be listed or admitted to trading, as the case may be, on other
or further stock exchanges or markets agreed between the Issuer and the
relevant Dealer in relation to the Series. Notes which are neither listed
nor admitted to trading on any market may also be issued.
The applicable Final Terms will state whether or not the relevant Notes
are to be listed and/or admitted to trading and, if so, on which stock
exchanges and/or markets.
Governing law:
The Notes and any non-contractual obligations arising out of or in
connection with them will be governed by, and shall be construed in
accordance with, English law, save that subordination provisions
applicable to Subordinated Notes will be governed by, and shall be
construed in accordance with, Italian law.
Selling Restrictions:
There are restrictions on the offer, sale and transfer of the Notes in the
United States, the European Economic Area (including the United
Kingdom, France and Italy), Japan, and such other restrictions as may be
required in connection with the offering and sale of a particular Tranche
of Notes, see "Subscription and Sale".
United States Selling
Regulation S, Category 2. TEFRA C or D/TEFRA not applicable, as
Restrictions:
specified in the applicable Final Terms.

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