Obligation Montepaschi Siena S.p.A. 5% ( XS0382761749 ) en EUR

Montepaschi Siena S.p.A.

100 % ▲

Italie

XS0382761749 ( en EUR )

5% par an ( paiement annuel )

29/10/2014 - Obligation échue

Prospectus brochure de l'obligation Banca Monte dei Paschi di Siena S.p.A XS0382761749 en EUR 5%, échue

50 000 EUR

91 500 000 EUR

Banca Monte dei Paschi di Siena S.p.A. est une banque italienne, l'une des plus anciennes du monde, ayant son siège à Sienne et opérant dans le secteur bancaire de détail et de gros.

L'Obligation émise par Montepaschi Siena S.p.A. ( Italie ) , en EUR, avec le code ISIN XS0382761749, paye un coupon de 5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/10/2014

Base Prospectus dated 16 January 2023

Banca Monte dei Paschi di Siena S.p.A.
50,000,000,000 Debt Issuance Programme
Under this 50,000,000,000 Debt Issuance Programme (the "Programme"), Banca Monte dei Paschi di Siena S.p.A. (the "Issuer" or "BMPS" or
"Bank") may from time to time issue notes governed by Italian law (the "Notes") denominated in any currency agreed between the Issuer and the
relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 50,000,000,000 (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 one or more of the Dealers specified under "General description of the Programme" 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 purchase such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent
authority under Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") and the Luxembourg act relating to prospectuses for
securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE)
2017/1129) (the "Luxembourg Prospectus Law"). The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of
the Issuer or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes.
By approving this Base Prospectus, in accordance with the Prospectus Regulation, the CSSF does not engage in respect of the economic or financial
opportunity of the operation or the quality and solvency of the Issuer. Application has 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 to be listed on the Official List
of the Luxembourg Stock Exchange.
References in this Base 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
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive
2014/65/EU), as amended ("MiFID II").
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date of approval in relation to
Notes which are to be admitted to trading on a regulated market in the European Economic Area ("EEA") and/or offered to the public in
the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The
validity of this Base Prospectus ends upon expiration on 16 January 2024. The obligation to supplement this Base Prospectus in the event
of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated
market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or
3(2) of the Prospectus Regulation. References in this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be

published under the Prospectus Regulation and the United Kingdom Financial Services and Markets Act 2000, as amended ("FSMA"). The CSSF
has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes and with the Form of Pricing
Supplement.
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 under "Terms and Conditions of the Notes") 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") which 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 Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets
as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any
market.
In certain circumstances, payments of interest relating to the Notes are subject to a deduction by way of "imposta sostitutiva" or withholding tax
as more fully set out in Condition 6 (Taxation) of the Terms and Conditions of the Notes and in "Taxation".
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms or in the applicable Pricing
Supplement (as the case may be). Whether or not each credit rating applied for in relation to 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) (the "CRA Regulation") will
be disclosed in the applicable Final Terms or the applicable Pricing Supplement (as the case may be). Such credit rating agency will be included
in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A credit rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.
Please also refer to "Credit ratings assigned to BMPS or any Notes may not reflect all the risks associated with an investment in those Notes" in
the "Risk Factors" section of this Base Prospectus.
Amounts payable under the Floating Rate Notes and/or the Reset Notes may be calculated by reference to the euro interbank offered rate
("EURIBOR"), as specified in the applicable Final Terms or the applicable Pricing Supplement. As at the date of this Base Prospectus, the
European Money Markets Institute (as administrator of EURIBOR) is included in the register of administrators maintained by the ESMA under
Article 36 of the Regulation (EU) No. 2016/1011, as amended (the "EU Benchmarks Regulation").

ARRANGER
NatWest Markets
DEALERS
Barclays BofA
Securities
Citigroup
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mediobanca - Banca di Credito Finanziario S.p.A.
Morgan Stanley
MPS Capital Services Banca per le Imprese S.p.A.
NatWest Markets
Société Générale Corporate & Investment Banking
UBS Investment Bank

2

IMPORTANT INFORMATION
Responsibility Statement
The Issuer accepts responsibility for the information contained in this Base Prospectus, any supplement
thereto and the Final Terms or the Pricing Supplement (as the case may be) 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.
Third party information
No third party information is included in this Base Prospectus, except for the rating information set out in
paragraph 4 "Ratings" of the section "Banca Monte dei Paschi di Siena S.p.A." of this Base Prospectus. The
Issuer declares that such information has been accurately reproduced and that as far as the Issuer is aware and
is able to ascertain from information published by that third party, no facts have been omitted which would
render the reproduced information inaccurate or misleading. The sources of such information are the following
rating agencies: Moody's France S.A.S. ("Moody's"), Fitch Ratings Ireland Limited ("Fitch") and DBRS
Ratings GmbH ("DBRS").
This Base Prospectus constitutes a base prospectus for the issuance of Notes under the Programme by
BMPS. This Base Prospectus constitutes a base prospectus in respect of all Notes other than Exempt Notes
issued under the Programme for the purposes of Article 8(1) of the Prospectus Regulation. When used in
this Base Prospectus, "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended and "UK
Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended ("EUWA").
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents incorporated by reference" below). This Base Prospectus shall be read and
construed on the basis that such documents incorporated by reference and form part of this Base
Prospectus.
Other than in relation to the documents which are incorporated by reference (see "Documents
incorporated by reference"), the information on the websites to which this Base Prospectus refers does not
form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
Save for the Issuer, no party has 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.
The Dealers have not undertaken, nor are responsible for, any assessment of the Sustainability Bond
Framework (if adopted) or the Green Projects, Social Projects and Sustainability Projects, any
verification of whether the Green Projects, Social Projects and Sustainability Projects meet the criteria
set out in the Sustainability Bond Framework (each of such terms as defined in the "Use of proceeds"
section) (if adopted) or the monitoring of the use of proceeds.
No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Base Prospectus or any other information supplied in
connection with the Programme or 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.

3

Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) 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/or the
Group. "Group" means BMPS and its Subsidiaries (as defined in the Agency Agreement). Neither this
Base Prospectus, any supplement thereto, 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.
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 concerning the Issuer is correct at any time
subsequent to the date hereof 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. 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.
Investors should review, inter alia, the most recently published documents incorporated by reference into
this Base Prospectus when deciding whether or not to purchase any Notes.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes 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 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 MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales to UK Retail
Investors", the Notes 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 United Kingdom ("UK"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the UK has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Exempt Notes) will include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the target market assessment; however, a

4

distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the 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 is a manufacturer in respect of such Notes, 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.
UK MiFIR product governance / target market The Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Exempt Notes) will include a legend entitled "UK MiFIR Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any distributor should take into consideration the target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (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 UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition)
(Chapter 289) of Singapore, as modified or amended from time to time (the "SFA") Unless otherwise
stated in the Final Terms in respect of any Notes (or Pricing Supplement, in the case of Exempt Notes),
all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND OFFERS OF
NOTES GENERALLY
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, 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 document 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 the offer or sale of Notes in the United States,
the EEA (including, for these purposes, the Republic of Italy ("Italy")), Japan, and the UK, see section
"Subscription and sale" below.
In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of a law
is a reference to that law or provision as extended, amended or re-enacted.

5

SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv) understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment
of Notes under any applicable risk-based capital or similar rules.
The Notes have not been and will not be registered under the U.S. 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 section "Subscription and sale" below).
PRESENTATION OF INFORMATION
All references in this document to "U.S. dollars", "U.S.$" and "$" refer to the currency of the United
States of America and references to "euro", "" and "Euro" 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.
Unless otherwise indicated, the financial information contained in this Base Prospectus has been prepared
in accordance with International Financial Reporting Standards as adopted by the European Union
("IFRS").
Unless otherwise indicated, any reference in this Base Prospectus to "Consolidated Financial Statements"
is to the consolidated financial statements of the Group as at and for the years ended 31 December 2021
and 31 December 2020 audited by PricewaterhouseCoopers S.p.A. as independent accountant, and
incorporated by reference in this Base Prospectus.
The Consolidated Financial Statements are denominated in Euro.

6

TABLE OF CONTENTS
Page

Stabilisation ........................................................................................................................................................ 8
General description of the Programme ........................................................................................................... 9
Risk Factors ..................................................................................................................................................... 16
Documents incorporated by reference ........................................................................................................... 76
Form of the Notes ............................................................................................................................................ 79
Form of Final Terms ....................................................................................................................................... 81
Applicable Pricing Supplement ...................................................................................................................... 97
Terms and Conditions of the Notes .............................................................................................................. 112
Use of proceeds .............................................................................................................................................. 151
Banca Monte dei Paschi di Siena S.p.A. ...................................................................................................... 152
Regulatory aspects ......................................................................................................................................... 201
Taxation .......................................................................................................................................................... 220
Subscription and sale .................................................................................................................................... 229
General information ...................................................................................................................................... 235

7

Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable
Final Terms or Pricing Supplement (as the case may be) 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 Stabilisation Manager(s)
(or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and
rules.

8

General description 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 Form of Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement). The
Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated
in the Terms and Conditions, in which event, in the case of Notes other than Exempt Notes and, if
appropriate, a supplement to the Base Prospectus or a new Base Prospectus will be published.
This section constitutes a general description of the Programme for the purposes of Article 25(1) of the
Commission Delegated Regulation (EU) No. 2019/980.
Words and expressions defined in the "Form of the Notes" and in the "Terms and Conditions of the Notes"
below shall have the same meanings in this overview.

Issuer:
Banca Monte dei Paschi di Siena S.p.A. (the "Issuer" or "BMPS")
Issuer Legal Entity
J4CP7MHCXR8DAQMKIL78
Identifier (LEI):
Description: Debt
Issuance Programme
Arranger: NatWest
Markets
N.V.
Dealers:
Barclays Bank Ireland PLC
BofA
Securities
Europe
SA
Citigroup Global Markets Limited

Crédit Agricole Corporate and Investment Bank

Credit Suisse Bank (Europe), S.A.

Deutsche Bank Aktiengesellschaft
Goldman
Sachs
International
HSBC
Continental
Europe
J.P.
Morgan
SE

Mediobanca Banca di Credito Finanziario S.p.A.

Morgan Stanley & Co. International plc

MPS Capital Services Banca per le Imprese S.p.A.
NatWest
Markets
N.V.
Société Générale
UBS
Europe
SE

and any other Dealers appointed in accordance with the Programme Agreement (as
defined under section "Subscription and sale" below).
Certain
Each issue of Notes denominated in a currency in respect of which particular laws,
Restrictions:
guidelines, regulations, restrictions or reporting requirements apply will only be
issued in circumstances which comply with such laws, guidelines, regulations,
restrictions or reporting requirements from time to time (see section "Subscription
and sale" below), including the following restrictions applicable at the date of this
Prospectus.

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Issuing and
Citibank, N.A., London Branch
Principal Paying
Agent:
Programme Size:
Up to 50,000,000,000 (or its equivalent in other currencies calculated as described
in the Programme Agreement) 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.
Currencies:
Subject to any applicable legal or regulatory restrictions, any currency agreed
between the Issuer and the relevant Dealer.
Maturities:
The Notes will have such maturities as may be agreed between the Issuer and the
relevant Dealer, subject to such minimum or maximum maturities as may be
allowed or required from time to time by the relevant central bank (or equivalent
body) or any laws or regulations applicable to the Issuer or the relevant Specified
Currency.
Unless otherwise permitted by current laws, regulations, directives and/or
requirements applicable from time to time to the issue of Non-Preferred Senior
Notes, Non-Preferred Senior Notes must have a minimum maturity of not less than
twelve months.
Unless otherwise permitted by current laws, regulations, directives and/or
requirements applicable from time to time to the issue of Subordinated Notes,
Subordinated Notes must have a minimum maturity of 5 years.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt Notes, a partly-paid
basis and at an issue price which is at par or at a discount to, or premium over, par.
The Issue Price will be inserted in the applicable 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 on such date or dates as may be agreed between the
Issuer and the relevant Dealer and on redemption, and will be calculated on the
basis of such Day Count Fraction as may be agreed between the Issuer and the
relevant Dealer.
Reset Notes:
Reset Notes will, in respect of an initial period, bear interest at the initial fixed rate
of interest specified in the applicable Final Terms (or, in the case of Exempt Notes,
Pricing Supplement). Thereafter, the fixed rate of interest will be reset on one or
more date(s) specified in the applicable Final Terms (or, in the case of Exempt
Notes, Pricing Supplement) by reference to a mid-market swap rate, as adjusted for
any applicable margin, in each case, as may be specified in the applicable Final
Terms (or, in the case of Exempt Notes, Pricing Supplement).
Floating Rate
Floating Rate Notes will bear interest at a rate determined:
Notes:

- 10 -