Obligation Intesa Sanpaolo S.p.A. 0% ( XS0471302470 ) en EUR

Intesa Sanpaolo S.p.A.

100 % ⇌

Italie

XS0471302470 ( en EUR )

15/12/2011 - Obligation échue

Prospectus brochure de l'obligation INTESA SANPAOLO SPA XS0471302470 en EUR 0%, échue

Intesa Sanpaolo est une banque universelle italienne, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Intesa Sanpaolo S.p.A. ( Italie ) , en EUR, avec le code ISIN XS0471302470, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/12/2011

BASE PROSPECTUS
BANCA IMI S.p.A.
(incorporated with limited liability in the Republic of Italy)
STRUCTURED NOTE PROGRAMME
Under this Structured Note Programme (the Programme) Banca IMI S.p.A. (the Issuer) may from time to time issue notes (the Notes) denominated
in any currency determined by the Issuer.
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 on prospectuses for securities (the Luxembourg Act) to approve this document as a base prospectus. The CSSF
assumes no responsibility as to 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 Prospectus Act 2005. 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 to be listed on
the Official List of the Luxembourg Stock Exchange. References in this Base Prospectus to Notes which are intended to be 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 listed on
the Official List of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for the
purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The Notes will be issued in such denominations as may be specified by the Issuer and indicated in the applicable Final Terms (as defined below) save
that the minimum denomination of each Note admitted to trading on a European Economic Area exchange or offered to the public in a Member State
of the European Economic Area in circumstances which require the publication of a prospectus under Directive 2003/71/EC (the Prospectus
Directive) as amended (which includes the amendments made by Directive 2010/71/EC (the 2010 PD Amending Directive) to the extent that such
amendments have been implemented in a relevant Member State of the European Economic Area) will be 1,000 (or, if the Notes are denominated in
a currency other than euro, the equivalent amount in such currency) or such other higher amount 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 relevant Specified Currency.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and
conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out
in a final terms document (the Final Terms) which, with respect to Notes listed on the Luxembourg Stock Exchange, 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 markets as
the Issuer may determine. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
Notes may be issued on a continuing basis and may be distributed by way of private or public placement as specified in the applicable Final Terms. If
the applicable Final Terms so specify, Notes may be distributed to one or more Managers (each a Manager).
The rating (if any) of the Notes to be issued under the Programme will be specified in the applicable Final Terms. 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 Final Terms. A credit 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.
The Issuer and BNP Paribas Securities Services, Luxembourg Branch in its capacity as issuing and principal paying agent and agent bank (the Agent,
which expression shall include any successor agent) may agree that Notes may be issued in a form not contemplated by the Terms and Conditions of
the Notes herein, in which event (in the case of Notes intended to be listed on the Luxembourg Stock Exchange's regulated market) a supplement to
this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks
and that they consider the suitability of the relevant Notes as an investment in the light of their own circumstances and financial condition.
Certain issues of Notes involve a high degree of risk and potential investors should be prepared to sustain a loss of all or part of their
investment. It is the responsibility of prospective purchasers to ensure that they have sufficient knowledge, experience and professional
advice to make their own legal, financial, tax, accounting and other business evaluation of the merits and risks of investing in the Notes and
are not relying on the advice of the Issuer or, if relevant, any Manager in that regard. See "Risk Factors" on pages 19 to 31. In addition any
applicable Final Terms may contain specific risk factors relating to the relevant issue of Notes.
If the applicable Final Terms specify that Condition 11(b) is applicable, the Issuer is not obliged to gross up any payments in respect of the Notes and
shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer,
presentation and surrender for payment, or enforcement of any Note and all payments made by the Issuer shall be made subject to any such tax, duty,
withholding or other payment which may be required to be made, paid, withheld or deducted.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or
sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the
registration requirements of the Securities Act is available. See "Form of the Notes" for a description of the manner in which Notes will be issued.
The date of this Base Prospectus is 29 September 2011.
1

This Base Prospectus 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.
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.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in
connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant
Manager(s) and the persons named in or identifiable following the applicable Final Terms as the Financial
Intermediaries, as the case may be.
This Base Prospectus is to be read and construed in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below) and, in relation to any
Tranche of Notes, should be read and construed together with the applicable Final Terms. This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this Base
Prospectus.
The applicable Final Terms will (if applicable) contain information relating to any underlying equity security,
index, debt security, commodity, fund unit or share, exchange rate or other item(s) (each a Reference Item) to
which the relevant Notes relate and which is contained in such Final Terms. However, unless otherwise
expressly stated in a Final Terms, any information contained therein relating to a Reference Item will only
consist of extracts from, or summaries of, information contained in financial and other information released
publicly by the issuer, owner or sponsor, as the case may be, of such Reference Item. The Issuer will, unless
otherwise expressly stated in the applicable Final Terms, confirm that such extracts or summaries have been
accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the
issuer, owner or sponsor, as the case may be, of such Reference Item, no facts have been omitted that would
render the reproduced inaccurate or misleading, but the Issuer does not accept any further or other
responsibility in respect of such information.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office(s) set out
below of the Paying Agent(s) (as defined below).
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 other manager of an issue of Notes (each a Manager).
No Manager 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 any
Manager 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.
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 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. 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 to any person to subscribe for or to purchase any Notes.
2

Neither the delivery of this Base Prospectus or any Final Terms 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 or that there has
been no material adverse change in the prospects of the Issuer since the date thereof or, if later, the date upon
which this Base Prospectus has been most recently amended or supplemented. 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.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United
States or its possessions or to United States persons, except in certain transactions permitted by U.S. tax
regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code
and the regulations promulgated thereunder.
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 does 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 which is intended to permit a public offering of any Notes in any
jurisdiction 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
European Economic Area (including the Republic of Italy, the United Kingdom, The Netherlands, Germany and
the Portuguese Republic) and Japan (see "Subscription and Sale" on page 172).
Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite
period of time.
This Base Prospectus has been prepared on the basis that, except to the extent 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 Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
publish a supplement to 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, 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 and the Issuer has consented in writing to its use for the purpose of such
offer. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Manager has
3

authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation
arises for the Issuer or any Manager to publish or supplement a prospectus for such offer.
All references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States dollars and to "£" refer
to Sterling. References 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.
4

TABLE OF CONTENTS
Page
Summary of the Programme .........................................................................................................................6
Overview of the Programme .......................................................................................................................13
Documents Incorporated by Reference........................................................................................................17
Risk Factors................................................................................................................................................19
Form of the Notes.......................................................................................................................................32
Applicable Final Terms ..............................................................................................................................34
Terms and Conditions of the Notes .............................................................................................................66
Use of Proceeds ........................................................................................................................................ 156
Description of the Issuer ........................................................................................................................... 157
Taxation ................................................................................................................................................... 158
Subscription and Sale ............................................................................................................................... 172
General Information ................................................................................................................................. 177
________________________________________________________
In connection with the issue of any Tranche of Notes, the person or persons (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, there is no assurance that the Stabilising Manager(s) (or
persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the final 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
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
5

SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision to invest in any Notes
should be based on a consideration of this Base Prospectus as a whole, including the documents incorporated by
reference. Following the implementation of the relevant provisions of the Prospectus Directive in each Member
State of the European Economic Area no civil liability will attach to the Responsible Person in any such Member
State in respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or
inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to
information contained in this Base Prospectus is brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought,
be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" below shall have the
same meanings in this summary.
Issuer:
Banca IMI S.p.A.
Information about the Issuer:
The Issuer is a bank organised and existing under the laws of the Republic of
Italy engaged in investment banking activities. The Issuer is registered with the
Companies' Register of Milan under No. 04377700150. Its registered office is at
Largo Mattioli 3, 20121 Milan, with telephone number +39 02 72611. The
Issuer is a wholly-owned subsidiary of Intesa Sanpaolo S.p.A., the parent
company of the Intesa Sanpaolo banking group.
Further information about the Issuer, including selected financial information
relating to the Issuer, is provided in the Registration Document referred to in
"Documents Incorporated by Reference" on page 17 of this Base Prospectus.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These risks are set out on
page 19 under "Risk Factors" below and include credit risk, risks connected to
the general performance of the economy, risks connected to fiscal and monetary
policies, risks connected to the liquidity and prospects of the capital markets,
counterparty risk and litigation risk.
In addition, there are certain factors which are material for the purpose of
assessing the risks associated with Notes issued under the Programme. These
are set out at pages 19 31 under "Risk Factors" below and include the fact that
the Notes may not be a suitable investment for all investors, certain risks relating
to the structure of a particular issue of Notes (including, inter alia, risks relating
to the structure of Currency Linked Notes, Commodity Linked Notes, Fund
Linked Notes, Equity Linked Notes, Index Linked Notes and Credit Linked
Notes), general risks relating to a particular issue of Notes and certain market
and legal risks.
Investors should consider that Notes linked to one or more Reference Item(s)
may entail significant risks not associated with investments in a conventional
debt security. The amount paid or value of the specified assets delivered by the
Issuer on redemption of such Notes may be less than the principal amount of the
Notes, together with any accrued interest, and may in certain circumstances be
zero.
6

In certain circumstances, the Calculation Agent may make certain determinations
in respect of the Notes, and certain adjustments to the Terms and Conditions of
the Notes, which could affect the amount payable or the value of the assets
deliverable by the Issuer on the Notes.
Potential conflicts of interest may exist between the Issuer and Noteholders,
including (where the Issuer acts as Calculation Agent) with respect to certain
determinations and judgments that the Calculation Agent may make pursuant to
the Notes that may influence the amount receivable or specified assets
deliverable on redemption of the Notes.
Prospective investors should also consider all information provided in the
Registration Document referred to in "Documents Incorporated by Reference"
on page 17 of this Base Prospectus.
Prospective investors should ensure that they understand the nature of the
relevant Notes and the suitability of the relevant Notes as an investment in
light of their own circumstances and financial condition.
Programme Size:
There is no maximum size of the Programme.
Distribution:
Notes may be issued on a continuing basis and may be distributed by way of
private or public placement as specified in the applicable Final Terms. If the
applicable Final Terms so specify, Notes may be distributed to one or more
Managers.
Form of Notes:
The Notes will be issued in bearer form.
Terms of Notes:
Notes may be issued on a fully-paid or a partly-paid basis and at an issue price
which is at par or at a discount to, or premium over, par.
Notes may be denominated in any agreed currency and with any agreed maturity,
subject to any applicable legal or regulatory restrictions and any requirements of
the relevant central bank (or equivalent body).
The terms of the Notes will be specified in the applicable Final Terms. As
specified below, the following types of Note may be issued: (i) Notes which bear
interest at a fixed rate or a floating rate; (ii) Notes which do not bear interest; and
(iii) Notes which bear interest, and/or the redemption amount of which is,
calculated by reference to a specified factor such as movements in an index or a
currency exchange rate, changes in share or commodity prices or changes in the
credit of an underlying entity. In addition, Notes which have any combination of
the foregoing features may also be issued.
Interest periods, rates of interest and the terms of and/or amounts payable on
redemption may differ depending on the Notes being issued and such terms will
be specified in the applicable Final Terms.
The applicable Final Terms will indicate either that the relevant Notes cannot be
redeemed prior to their stated maturity (other than in specified instalments, if
applicable, or for taxation reasons or following an Event of Default) or that such
Notes will be redeemable at the option of the Issuer and/or the Noteholders. The
terms of any such redemption, including notice periods, any relevant conditions
7

to be satisfied and the relevant redemption dates and prices will be indicated in
the applicable Final Terms.
The applicable Final Terms may provide that Notes may be redeemable in two or
more instalments of such amounts and on such dates as are indicated in the
applicable Final Terms.
The Notes will be issued in such denominations as may be agreed between the
Issuer and any relevant Manager save that the minimum denomination of each
Note will be such amount 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 relevant Specified Currency, and save that the minimum
denomination of each Note admitted to trading on a regulated market within the
European Economic Area or offered to the public in a Member State of the
European Economic Area in circumstances which require the publication of a
prospectus under the Prospectus Directive will be 1,000 (or, if the Notes are
denominated in a currency other than euro, the equivalent amount in such
currency).
Fixed Rate Notes:
Interest on Fixed Rate Notes will be payable at such rate(s) and on such date or
dates as may be specified by the Issuer and on redemption. Interest on Fixed
Rate Notes involving broken interest amounts will be calculated on the basis of
such Day Count Fraction as may be specified by the Issuer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(i)
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
(ii)
on the basis of a reference rate appearing on the agreed screen page of a
commercial quotation service; or
(iii)
on such other basis as may be specified by the Issuer.
The margin (if any) relating to such floating rate will be specified by the Issuer
for each Series of Floating Rate Notes.
Currency Linked Notes:
Payments (whether in respect of principal or interest and/or whether at maturity
or otherwise) in respect of Currency Linked Notes will be made in such
currencies, and by reference to such rates of exchange and/or such formulae as
may be specified by the Issuer and indicated in the applicable Final Terms.
Commodity Linked Notes:
Payments (whether in respect of principal or interest and/or whether at maturity
or otherwise) in respect of Commodity Linked Notes will be calculated by
reference to a single commodity or basket of commodities on such terms as may
be specified by the Issuer and indicated in the applicable Final Terms.
8

Fund Linked Notes:
Payments (whether in respect of principal or interest and/or whether at maturity
or otherwise) in respect of Fund Linked Notes will be calculated by reference to
units or shares in a single fund or basket of funds on such terms as may be
specified by the Issuer and indicated in the applicable Final Terms.
Index Linked Notes:
Index Linked Interest Notes:
Payments of interest in respect of Index Linked Interest Notes will be calculated
by reference to a single index or a basket of indices and/or such formula as may
be specified by the Issuer and indicated in the applicable Final Terms.
Index Linked Redemption Notes:
Payments of principal in respect of Index Linked Redemption Notes will be
calculated by reference to a single index or a basket of indices. Each nominal
amount of Notes equal to the lowest Specified Denomination specified in the
applicable Final Terms will be redeemed by payment of the Redemption Amount
specified in or as determined pursuant to provisions in the applicable Final
Terms, or if not so specified, as defined in the Terms and Conditions of the
Notes.
Equity Linked Notes:
Equity Linked Interest Notes:
Payments of interest in respect of Equity Linked Interest Notes will be calculated
by reference to a single equity security or basket of equity securities on such
terms as may be specified by the Issuer and indicated in the applicable Final
Terms.
Equity Linked Redemption Notes:
Payments of principal in respect of Equity Linked Redemption Notes will be
calculated by reference to a single equity security or a basket of equity securities.
Each nominal amount of Notes equal to the lowest Specified Denomination
specified in the applicable Final Terms will be redeemed by payment of the
Redemption Amount specified in the applicable Final Terms or, if not so
specified, as defined in the Terms and Conditions of the Notes. Equity Linked
Redemption Notes may also provide that redemption will be by physical delivery
of the Asset Amount as more fully set out under "Terms and Conditions of the
Notes".
If Potential Adjustment Events and/or De-listing and/or Merger Event and/or
Nationalisation and/or Insolvency and/or Tender Offer are specified as applying
in the applicable Final Terms, the Notes will be subject to adjustment in the
event of certain corporate events occurring in respect of the Equity Issuer(s)
specified in the applicable Final Terms as more fully set out under "Terms and
Conditions of the Notes".
Other provisions in relation to Floating Rate Notes, Index Linked Interest Notes and Equity Linked Interest
Floating Rate Notes, Index Linked Notes may also have a maximum interest rate, a minimum interest rate or both.
Notes and Equity Linked Notes:
9

Interest on Floating Rate Notes, Index Linked Interest Notes and Equity Linked
Interest Notes in respect of each Interest Period, as specified by the Issuer prior
to issue, will be payable on such Interest Payment Dates, and will be calculated
on the basis of such Day Count Fraction, as may be specified by the Issuer.
Credit Linked Notes:
Notes with respect to which payment of principal and/or interest is linked to the
credit of a specified entity or entities will be issued on such terms as may be
specified by the Issuer.
If Conditions to Settlement are satisfied on or prior to the Scheduled Maturity
Date or (if applicable) the Observation Cut-Off Date and the related Event
Determination Date has not been reversed on or prior to the Scheduled Maturity
Date or Observation Cut-off Date (as applicable), then, subject in each case to
the Terms and Conditions of the Notes:
(i)
the Issuer will redeem the Notes at the Cash Settlement Amount, if the
relevant Final Terms specify Cash Settlement as the Settlement Method
or as the Fallback Settlement Method and, in the latter case, the Issuer
is required to redeem the Notes in accordance with the Fallback
Settlement Method;
(ii)
the Issuer will redeem the Notes by delivery of the Deliverable
Obligations comprising the Asset Amount, if the relevant Final Terms
specify Physical Delivery as the Settlement Method or as the Fallback
Settlement Method and, in the latter case, the Issuer is required to
redeem the Notes in accordance with the Fallback Settlement Method;
or
(iii)
the Issuer will redeem the Notes at the Auction Credit Event
Redemption Amount if the relevant Final Terms specify Auction
Settlement as the Settlement Method.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their nominal
amount and will not bear interest.
Other Notes:
Notes with respect to which payments of principal and/or interest is linked or
relates to other Reference Item(s) may be issued on such terms as may be
specified by the Issuer and indicated in the applicable Final Terms.
Taxation:
If the applicable Final Terms specify that Condition 11(a) is applicable to the
Notes, principal and interest in respect of the Notes will be payable by the Issuer
without withholding or deduction for or on account of withholding taxes
imposed by the Republic of Italy or by or on behalf of any political subdivision
or any authority therein having power to tax subject as provided in
Condition 11(a). In the event that any deduction is made, the Issuer will, save in
certain limited circumstances provided in Condition 11(a), be required to pay
additional amounts to cover the amounts so deducted.
If the applicable Final Terms specify that Condition 11(b) is applicable to the
Notes, the Issuer is not obliged to gross up any payments in respect of the Notes
and shall not be liable for or otherwise obliged to pay any tax, duty, withholding
or other payment which may arise as a result of the ownership, transfer,
presentation and surrender for payment, or enforcement of any Note and all
10