Obligation ICREA Bank 4.1% ( XS0860339414 ) en EUR

Société émettrice ICREA Bank
Prix sur le marché 100 %  ⇌ 
Pays  Italie
Code ISIN  XS0860339414 ( en EUR )
Coupon 4.1% par an ( paiement annuel )
Echéance 03/12/2014 - Obligation échue



Prospectus brochure de l'obligation Iccrea Banca XS0860339414 en EUR 4.1%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 150 000 000 EUR
Description détaillée ICCREA Banca est une banque coopérative italienne offrant des services bancaires aux particuliers, aux entreprises et aux institutions publiques.

L'Obligation émise par ICREA Bank ( Italie ) , en EUR, avec le code ISIN XS0860339414, paye un coupon de 4.1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/12/2014









ICCREA Banca S.p.A.
(incorporated with limited liability as a società per azioni under the laws of the Republic of Italy)

5,000,000,000


Euro Medium Term Note Programme
Under the 5,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the
"Base Prospectus"), which constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 (the
"Prospectus Regulation"), ICCREA Banca S.p.A. (the "Issuer") may from time to time issue (i) notes in physical form
governed by English law (the "English Law Notes in Physical Form"); (ii) notes in physical form governed by Italian law
(the "Italian Law Notes in Physical Form" and, together with the English Law Notes in Physical Form, the "Notes in Physical
Form") and (iii) notes in dematerialised form (the "Dematerialised Notes" and, together with the Notes in Physical Form, the
"Notes") denominated in any currency, as described in further detail herein.
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the
"CSSF"), as competent authority under the Prospectus Regulation. 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. The CSSF gives no undertaking as to the economic or financial
opportuneness of the transaction or the quality and solvency of the Issuer in line with the provisions of Article 6(4) of the
Luxembourg law dated 16 July 2019 (the "Luxembourg Prospectus Law").
Application has been made by the Issuer for Notes issued under the Programme described in this Base Prospectus during the
period of twelve months after the date hereof to be listed on the official list and admitted to trading on the regulated market 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 2014/65/EU (as amended, "EU MiFID II"). 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 with the Issuer.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under the Conditions (as defined herein)
as completed by a document specific to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific
to such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. Copies
of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will be published on the website of the
Luxembourg Stock Exchange (http://www.luxse.com/).
References herein to "Final Terms" shall, if the context so requires, be deemed to be references to the relevant Drawdown
Prospectus.
Notes will be issued by the Issuer to raise funds for its general funding purposes or, if so specified in the applicable Final
Terms, for financing or refinancing green or social or sustainable projects, as the case may be, in accordance with the principles
set out by the International Capital Market Association ("ICMA") (respectively, the Green Bond Principles ("GBP"), the
Social Bond Principles ("SBP") or the Sustainability Bond Guidelines ("SBG")). The Notes will be issued in series (each, a
"Series") and each Series may be issued in one or more tranches (each, a "Tranche"). The terms of each Series will be set
forth in the relevant Final Terms prepared in relation thereto in accordance with the provisions of this Base Prospectus.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date of approval
(being 7 September 2023) in relation to Notes which are to be admitted to trading on a regulated market in the European
Economic Area (the "EEA"). The expiry date of the validity of the Base Prospectus is 7 September 2024.
Amounts payable under the Notes may be calculated by reference to EURIBOR, as specified in the relevant Final Terms. As
at the date of this Base Prospectus, EURIBOR is provided and administered by the European Money Markets Institute
("EMMI"). At the date of this Base Prospectus, EMMI is authorised as a benchmark administrator, and included on the register
of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA")
pursuant to Article 36 of Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation").
As more fully set out in "Taxation", payments of interest, premium and other income on Notes qualifying as bonds
(obbligazioni) or securities similar to bonds (titoli similari alle obbligazioni) are subject in principle to a substitutive tax
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(referred to as the imposta sostitutiva), in certain circumstances. Imposta sostitutiva is levied at the rate of 26 per cent. In order
to obtain exemption from the imposta sostitutiva in respect of payments of interest, premium or other income relating to the
Notes, each Noteholder not resident in the Republic of Italy is generally required to certify, inter alia, that such Noteholder is
eligible for the exemption, as more fully set out in "Taxation".
Pursuant to the Programme, the Issuer may from time to time issue Notes in bearer form denominated in any currency agreed
between the Issuer, the original dealer named on page 2 and any additional dealer appointed under the Programme from time
to time (each a "Dealer" and together the "Dealers"). Notes admitted to trading on a regulated market within the EEA or
offered to the public in a Member State of the EEA in circumstances which would otherwise require the publication of a
prospectus under Prospectus Regulation will have a minimum denomination of at least 100,000 (or its equivalent in other
currencies calculated as described herein). Senior Non-Preferred Notes will have a denomination of at least 150,000 (or,
where the Senior Non-Preferred Notes are denominated in a Specified Currency other than Euro, the equivalent amount in
such other Specified Currency). Subordinated Notes will have a denomination of at least 200,000 (or, where the Subordinated
Notes are denominated in a Specified Currency other than Euro, the equivalent amount in such other Specified Currency). The
aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 5,000,000,000
(or its equivalent in other currencies calculated as described herein).
The Issuer has been assigned public ratings by Fitch Ratings Ireland Limited ("Fitch") on 1 February 2023 as 'BB+', by DBRS
Ratings GmbH ("DBRS") on 28 November 2022 as 'BB (high)' and by S&P Global Ratings Europe Limited ("S&P") on 22
November 2022 as 'BB+'. Each of Fitch, DBRS and S&P are established in the EEA and registered under Regulation (EC) No
1060/2009, as amended (the "EU CRA Regulation"). Each Fitch, DBRS and S&P appear on the latest update of the list of
registered credit rating agencies on the ESMA website http://www.esma.europa.eu.
The rating Fitch has given to the Issuer is endorsed by Fitch Ratings Ltd, which is established in the UK and registered under
Regulation (EC) No 1060/2009 on credit rating agencies as it forms part of domestic law of the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). The rating DBRS has given to the Issuer is endorsed
by DBRS Ratings Limited, which is established in the UK and registered under the UK CRA Regulation. The rating S&P has
given to the Issuer is endorsed by S&P Global Ratings UK Limited, which is established in the UK and registered under the
UK CRA Regulation.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction
or withdrawal at any time by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks. The risk factors that may affect the abilities of the
Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes
are subject to U.S. tax law requirements.
The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act ("Regulation S")), except in certain transactions exempt from the
registration requirements of the Securities Act.
Arranger and Sole Dealer
MEDIOBANCA ­ Banca di Credito Finanziario S.p.A.

The date of this Base Prospectus is 7 September 2023
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Important Notices
This document constitutes a base prospectus for the purposes of Article 8(1) of the Prospectus
Regulation.
The Issuer accepts responsibility for the information contained in this Base Prospectus and any Final
Terms and declares that, to the best of its knowledge, the information contained in this Base Prospectus
is in accordance with the facts and the Base Prospectus makes no omission likely to affect its import.
The Issuer has confirmed to the Dealers that this Base Prospectus (including for this purpose, each
relevant Final Terms) contains all information which the Issuer believes to be (in the context of the
Programme and the issue, offering and sale of the Notes) material; that such information is true and
accurate in all material respects and is not misleading in any material respect; that any opinions,
predictions, expectations or intentions expressed herein are honestly held or made and are not
misleading in any material respect; that there are no other facts in relation to the information contained
or incorporated by reference in this Base Prospectus the omission of which would, in the context of the
Programme and the issue, offering and sale of the Notes, make any statement therein, or opinions or
intentions expressed therein misleading in any material respect; and that all proper enquiries have been
made to verify the foregoing.
This Base Prospectus should be read and construed together with any supplements hereto and with any
other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of
Notes, should be read and construed together with the relevant Final Terms (as defined herein).
No person 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 should not be relied upon as having
been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and neither the Dealers nor any of their respective affiliates makes any representation or warranty or
accepts any responsibility as to the accuracy or completeness of the information contained in this Base
Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or
delivery of any Note shall, in any circumstances, create any implication that the information contained
in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus
has been most recently supplemented or that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the condition (financial or otherwise), business, prospects or
general affairs of the Issuer or any of its subsidiaries since the date thereof or, if later, the date upon
which this Base Prospectus has been most recently supplemented or that any other information supplied
in connection with the Programme is correct at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
This Base Prospectus may only be used for the purposes for which it has been published. The
distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes
in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or
any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material
relating to the Notes, see "Subscription and Sale".
In particular, Notes have not been and will not be registered under the Securities Act and are subject to
U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States or to U.S. persons.
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Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Notes and none of them should be considered as a recommendation by the Issuer, the
Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe
for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to
have made its own investigation and appraisal of the condition (financial or otherwise), business,
prospects or general affairs of the Issuer and its subsidiaries.
Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds
None of the Dealers accepts any responsibility for any social, environmental and sustainability
assessment of any Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds or makes any
representation or warranty or assurance whether such Notes will meet any investor expectations or
requirements regarding such "green", "sustainable", "social" or similar labels (including in relation to
Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment (the
"EU Taxonomy Regulation") and any related technical screening criteria, the proposed European
Green Bond Regulation, Regulation (EU) 2019/2088 on sustainability-related disclosures in the
financial services sector ("SFDR") and any implementing legislation and guidelines, or any similar
legislation in the United Kingdom) or any requirements of such labels as they may evolve from time
to time. None of the Dealers is responsible for the use or allocation of proceeds for any Notes issued
as Green Bonds, Social Bonds, or Sustainability Bonds, nor the impact or monitoring of such use of
proceeds nor do any of the Dealers undertake to ensure that there are at any time sufficient green or
social or sustainable projects to allow for allocation of a sum equal to the net proceeds of the issue of
such Green Bonds, Social Bonds, or Sustainability Bonds in full.
In addition, none of the Dealers is responsible for the assessment of the Issuer's Green, Social and
Sustainability Bond Framework (as defined in the section entitled "Use of Proceeds") including the
assessment of the applicable eligibility criteria in relation to Green Bonds, Social Bonds, or
Sustainability Bonds set out in therein. No representation or assurance is given by the Dealers as to the
suitability or reliability of any opinion or certification of any third party made available in connection
with an issue of Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds, nor is any such
opinion or certification a recommendation by any Dealer to buy, sell or hold any such Notes. In the
event any such Notes are, or are intended to be, listed, or admitted to trading on a dedicated "green",
"sustainable", "social" or other equivalently-labelled segment of a stock exchange or securities market,
no representation or assurance is given by the Dealers that such listing or admission will be obtained or
maintained for the lifetime of the Notes.
In the event any such Notes are, or are intended to be, listed, or admitted to trading on a dedicated
"green", "sustainable", "social" or other equivalently-labelled segment of a stock exchange or securities
market, no representation or assurance is given by the Dealers that such listing or admission will be
obtained or maintained for the lifetime of the Notes.
ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine ESG
ratings may differ. The Iccrea Cooperative Banking Group's ESG rating is not necessarily indicative of
its current or future operating or financial performance, or any future ability of the Issuer to service the
Notes and are only current as of the dates on which they were initially issued. Prospective investors
must determine for themselves the relevance of any such ESG ratings information contained in this
Base Prospectus or elsewhere in making an investment decision. Furthermore, ESG ratings shall not be
deemed to be a recommendation by the Dealers or any other person to buy, sell or hold the Notes.
Currently, the providers of such ESG ratings are not subject to any regulatory or other similar oversight
in respect of their determination and award of ESG ratings. For more information regarding the
evaluation methodologies used to determine ESG ratings, please refer to the relevant ratings agency's
website (which website does not form a part of, nor is incorporated by reference in, this Base
Prospectus).
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IMPORTANT ­ EEA RETAIL INVESTORS If the Final Terms (or Drawdown Prospectus, as the
case may be) in respect of any 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 European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii)
a customer within the meaning of Directive (EU) 2016/97 ("Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU
MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (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 (or Drawdown Prospectus, as the
case may be) in respect of any 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
European Union (Withdrawal) Act 2018; 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 European Union
(Withdrawal) Act 2018. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(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.
Product Governance under Directive 2014/65/EU (as amended)
The Final Terms in respect of any Notes may include a legend entitled "EU 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 such Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to EU 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 at the time of issue about whether, for the purpose of the product
governance rules under EU Delegated Directive 2017/593 (the "EU MiFID Product Governance
Rules"), any Dealer subscribing for a Tranche of Notes is a manufacturer in respect of that Tranche,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the EU MIFID Product Governance Rules.
Product Governance under UK MiFIR
The Final Terms or Drawdown Prospectus in respect of any 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 person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to the UK MiFIR product governance rules set out in 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
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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 set out in 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.
The Notes of each Tranche may:
· in the case of Notes in Physical Form, initially be represented by a temporary global note
("Temporary Global Note") which (i) in respect of a Temporary Global Note which is not
intended to be issued in new global note form, will be deposited on the issue date thereof with
a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking S.A. ("Clearstream Banking") and/or any other agreed clearance system, and (ii) in
respect of a Temporary Global Note which is intended to be issued in new global note form,
will be deposited on the issue date thereof with a common safekeeper for Euroclear and/or
Clearstream Banking and/or any other agreed clearance system. Each Temporary Global Note
will be exchangeable, as specified in the applicable Final Terms, for either a permanent global
note ("Permanent Global Note") or Notes in definitive form, in each case upon certification
as to non-US beneficial ownership as required by U.S. Treasury Regulations. A Permanent
Global Note will be exchangeable, in whole but not in part, for definitive Notes, all as further
described below; or

· in the case of Notes in Dematerialised Form, be held in dematerialised form on behalf of the
beneficial owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. with
registered office and principal place of business at Piazza degli Affari 6, 20123 Milan, Italy
("Monte Titoli"), for the account of the relevant Monte Titoli Account Holders. The expression
"Monte Titoli Account Holders" means any authorised financial intermediary institution
entitled to hold accounts on behalf of their customers with Monte Titoli and includes any
depository banks appointed by Euroclear, as operator of the Euroclear System, and Clearstream
Banking. The Dematerialised Notes have been accepted for clearance by Monte Titoli. The
Dematerialised Notes will at all times be held in book entry form and title to the Dematerialised
Notes will be evidenced by book entries pursuant to the relevant provisions of Italian
Legislative Decree dated 24 February 1998, No. 58, as subsequently amended and
supplemented (the "Financial Services Act") and in accordance with the Commissione
Nazionale per le società e la Borsa ("CONSOB") and Bank of Italy Joint Regulation dated 13
August 2018, as subsequently amended and supplemented ("CONSOB and Bank of Italy
Joint Regulation"). No physical document of title will be issued in respect of the
Dematerialised Notes. However, the Noteholders may ask the relevant intermediaries for
certification pursuant to Article 83-quinquies and 83-sexies of the Financial Services Act.
The information set out in the sections of this Base Prospectus describing clearing arrangements is
subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear,
Clearstream Banking and Monte Titoli (the "Clearing Systems"), in each case as currently in effect. If
prospective investors wish to use the facilities of any of the Clearing Systems, they should confirm the
continued applicability of the rules, regulations and procedures of the relevant Clearing System. The
Issuer will not be responsible or liable for any aspect of the records relating to, or payments made on
account of, book-entry interests held through the facilities of any Clearing System or for maintaining,
supervising or reviewing any records relating to such book-entry interests.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed 5,000,000,000 (and for this purpose, any Notes denominated in another currency shall
be translated into euro at the date of the agreement to issue such Notes, calculated in accordance with
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the provisions of the Dealer Agreement (as defined under "Subscription and Sale")). The maximum
aggregate principal amount of Notes which may be outstanding at any one time under the Programme
may be increased from time to time, subject to compliance with the relevant provisions of the Dealer
Agreement as defined under "Subscription and Sale".
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is
rated, such rating will not necessarily be the same as the ratings applicable to the Issuer described above
or the rating(s) assigned to Notes already issued. Where a Tranche of Notes is rated, the applicable
rating(s) will be specified in the relevant Final Terms. Whether or not each credit rating applied for in
relation to a relevant Tranche of Notes will be (1) issued or endorsed by a credit rating agency
established in the EEA and registered under the EU CRA Regulation or by a credit rating agency which
is certified under the EU CRA Regulation and/or (2) issued or endorsed by a credit rating agency
established in the UK and registered under the UK CRA Regulation or by a credit rating agency which
is certified under the UK 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 (1)
issued by a credit rating agency established in the EEA and registered under the EU CRA Regulation
or (2) provided by a credit rating agency not established in the EEA but is endorsed by a credit rating
agency established in the EEA and registered under the EU CRA Regulation or (3) provided by a credit
rating agency not established in the EEA which is certified under the EU CRA Regulation. In general,
UK regulated investors are restricted from using a rating for regulatory purposes if such rating is not
(1) issued by a credit rating agency established in the UK and registered under the UK CRA Regulation
or (2) provided by a credit rating agency not established in the UK but is endorsed by a credit rating
agency established in the UK and registered under the UK CRA Regulation or (3) provided by a credit
rating agency not established in the UK which is certified under the UK CRA Regulation.
In this Base Prospectus, unless otherwise specified or where the context requires otherwise: references
to a "Member State" are references to a Member State of the European Economic Area; references to
a "Condition" are to the correspondingly numbered provision set forth in the terms and conditions of
the English Law Notes in Physical Form (the "Terms and Conditions of the English Law Notes in
Physical Form") or the terms and conditions of the Italian Law Notes in Physical Form (the "Terms
and Conditions of the Italian Law Notes in Physical Form" or the terms and conditions of the
Dematerialised Notes (the "Terms and Conditions of the Dematerialised Notes") and, together with
the Terms and Conditions of the English Law Notes in Physical Form and Terms and Conditions of the
Italian Law Notes in Physical Form, the "Terms and Conditions of the Notes", or the "Conditions");
references to "", "EUR" or "euro" are to the currency introduced at the start of the third stage of
European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No
974/98 of 3 May 1998 on the introduction of the euro, as amended; references to "U.S.$", "U.S. dollars"
or "dollars" are to the lawful currency for the time being of the United States; references to "£" and
"Sterling" are to the lawful currency for the time being of the United Kingdom; and references to
"billions" are to thousands of millions.
The Terms and Conditions of the English Law Notes in Physical Form include summaries of, and are
subject to, the detailed provisions of an agency agreement dated 7 September 2023 (as amended,
supplemented and/or restated from time to time, the "Agency Agreement for the English Law Notes
in Physical Form"). The Terms and Conditions of the Italian Law Notes in Physical Form include
summaries of, and are subject to, the detailed provisions of an agency agreement dated 7 September
2023 (as amended, supplemented and/or restated from time to time, the "Agency Agreement for the
Italian Law Notes in Physical Form"). The Issuer may act as Paying Agent and Calculation Agent for
the Dematerialised Notes and therefore as of the date of this Base Prospectus no agency agreement in
relation to the terms and conditions of the Dematerialised Notes is envisaged.
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.
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Other than in relation to the documents which are deemed to be 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.
In connection with the issue of any Tranche of Notes under the Programme, 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 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 person(s) acting on behalf of any
Stabilisation Manager(s)) in accordance with all applicable laws and rules.
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 should:
(i)
have 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)
have 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)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal or interest payments is different from the
potential investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolios. A potential investor should not invest in Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate
how the Notes will perform under changing conditions, the resulting effects on the value of the Notes
and the impact this investment will have on the potential investor's overall investment portfolio.
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 (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of
borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisors or the appropriate regulators to determine the appropriate treatment
of Notes under any applicable risk-based capital or similar rules.
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MARKET INFORMATION AND STATISTICS
Unless otherwise indicated, information and statistics presented in this Base Prospectus regarding the
market share of the Issuer are either derived from, or are based upon, the Issuer's analysis of data
obtained from public sources. Although these sources are believed by the Issuer to be reliable, the Issuer
has not independently verified such information, but the Issuer takes responsibility for the correct
reproduction of such information.
FORWARD LOOKING STATEMENTS
This Base Prospectus may contain certain statements that are, or may be deemed to be, forward-looking,
including statements with respect to the Issuer's and the Group's business strategies, expansion of
operations, trends in their business and their competitive advantage, information on technological and
regulatory changes and information on exchange rate risk and generally includes all statements
preceded by, followed by or that include the words "believe", "expect", "project", "anticipate", "seek",
"estimate", "aim", "intend", "plan", "continue" or similar expressions. By their nature, forward-looking
statements involve known and unknown risks and uncertainties because they relate to events and depend
on circumstances that may or may not occur in the future. Such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual results may differ
materially from those in the forward-looking statements as a result of various factors. Potential investors
are cautioned not to place undue reliance on forward-looking statements, which speak only as of the
date hereof.
Any forward-looking statements are only made as of the date of this Base Prospectus, and the Issuer
does not intend, and does not assume any obligation, to update forward-looking statements set forth in
this Base Prospectus. Many factors may cause the Issuer's or the Group's results of operations, financial
condition, liquidity and the development of the industries in which they compete to differ materially
from those expressed or implied by the forward-looking statements contained in this Base Prospectus.
ALTERNATIVE PERFORMANCE MEASURES
This Base Prospectus contains references to certain Alternative Performance Measures ("APMs"), as
defined in the guidelines issued on 5 October 2015 by ESMA concerning the presentation of APMs
disclosed in regulated information and prospectuses published as from 3 July 2016 which, although not
recognised as financial measures under International Financial Reporting Standards ("IFRS"), are used
by the management of the Issuer to monitor the Group's financial and operating performance. In
particular:
(i) Direct lending portfolio: the direct lending portfolio, as indicated under the first sub-paragraph
of paragraph "Developments in the Group's network of bank branches" of the section entitled
"Description of the Issuer", is composed of current accounts and demand deposits, time deposits,
securities issued and other payables.
(ii) Customer Loans: the composition of the portfolio of the Group's loans to customers is indicated
under the fourth and fifth sub-paragraphs of paragraph "De-risking and NPE reduction" of the
section entitled "Description of the Issuer". In this respect, it should be noted that:
a) the aggregate value of the customers loans indicated thereof includes loans registered as
amortised financial activities, net of exposures represented by securities;
b) Gross NPL Ratio: the measure is calculated as the ratio of gross impaired customer loans to
the aggregate of gross customer loans, and provides a summary indication of the quality of
NPL portfolio.
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c) Net NPL Ratio: the measure is calculated as the ratio of impaired customer loans net of the
relevant accrued value adjustments (rettifiche di valore) to the overall net amount of costumer
loans, and provides a summary of the quality of the NPL portfolio.
d) NPLs coverage: this indicator is calculated as the ratio of the total amount of accrued value
adjustments (rettifiche di valore) on impaired customer loans to the amount of impaired
customer loans gross of the relevant accrued value adjustments (rettifiche di valore), and
provides a summary indication of the level of coverage of impaired customer loans.
e) funding from ordinary customers: the funding from ordinary customers, is indicated under the
second sub-paragraph of paragraph "Financial Information" of the section entitled
"Description of the Issuer". The aggregate value of the customers loans indicated thereof
includes loans registered as amortised financial activities, net of exposures represented by
securities.
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