Obligation ICREA Bank 1.5% ( XS1569103259 ) en EUR

ICREA Bank

100 % ▼

Italie

XS1569103259 ( en EUR )

1.5% par an ( paiement annuel )

21/02/2020 - Obligation échue

Prospectus brochure de l'obligation Iccrea Banca XS1569103259 en EUR 1.5%, échue

100 000 EUR

600 000 000 EUR

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 XS1569103259, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/02/2020

Base Prospectus

ICCREA Banca S.p.A.
(incorporated with limited liability as a società per azioni under the laws of the Republic of Italy)
3,000,000,000

Euro Medium Term Note Programme
Under the 3,000,000,000 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 certain non-equity securities in bearer form denominated in any currency, as described in further
detail herein. The notes issued by the Issuer may be governed by English law (the "English Law Notes") or by
Italian law (the "Italian Law Notes" and together with the English Law Notes, the "Notes").
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,
"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.
Notes will be issued by the Issuer to raise funds for its general funding purposes or, if so specified in the applicable
Final Terms document (the "Final Terms"), for financing or refinancing green, 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 17 September 2020) in relation to Notes which are to be admitted to trading on a regulated
market in the European Economic Area (the "EEA") or the United Kingdom (the "UK"). The expiry date of the
validity of the Base Prospectus is 17 September 2021.
Amounts payable under the Notes may be calculated by reference to EURIBOR, or to LIBOR, in each case 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"), and LIBOR is provided and administered by
ICE Benchmark Administration Limited ("ICE"). At the date of this Base Prospectus, ICE and EMMI are
authorised as benchmark administrators, 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
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substitutive tax (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 and one or more of the dealers 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 the UK or offered to the public in a Member State of the
European Economic Area or the UK in circumstances which require the publication of a prospectus under the
Prospectus Regulation will not have a denomination of less than 100,000 (or its equivalent in other currencies
calculated as described herein). The aggregate nominal amount of all Notes from time to time outstanding under
the Programme will not exceed 3,000,000,000 (or its equivalent in other currencies calculated as described
herein).
The Issuer has been assigned public ratings by Fitch Ratings Ireland Limited ("Fitch") on the 24 March 2020 as
'BB-', by DBRS ("DBRS") on 2 April 2020 as 'BBB (low)' and by S&P Global Ratings Europe Limited ("S&P")
on 26 March 2020 as 'BB'. Fitch, DBRS and S&P are established in the EEA or in the United Kingdom and
registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). 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.
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.
Arranger
MEDIOBANCA Banca di Credito Finanziario S.p.A.
Dealers
IMI Intesa Sanpaolo
Barclays
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
DZ BANK AG
Goldman Sachs International
HSBC
ICCREA Banca S.p.A.
MEDIOBANCA Banca di Credito Finanziario S.p.A.
MPS Capital Services
Natixis
NatWest Markets
Nomura
Rabobank Raiffeisen
Bank
International
AG
Société Générale Corporate & Investment Banking
UniCredit Bank

The date of this Base Prospectus is 17 September 2020
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IMPORTANT NOTICES
This document constitutes a base prospectus for the purposes of Article 8 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 reasonable 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
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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 United States Securities
Act of 1933 (as amended) (the "Securities Act") and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to U.S. persons.
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.
IMPORTANT EEA AND 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 EEA and UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and, with effect from such date, should not be offered, sold or
otherwise made available to any retail investor in the EEA or the UK. 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 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 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 or UK
has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA or UK may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect
of any Notes may 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 such Notes
(a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (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 "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 MIFID Product Governance Rules.
The maximum aggregate principal amount of Notes outstanding at any one time under the
Programme will not exceed 3,000,000,000 (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 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
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to compliance with the relevant provisions of the Dealer Agreement as defined under
"Subscription and Sale".
Notes issued pursuant to the Programme may be rated or unrated. Where a Tranche of Notes is
rated, its rating will not necessarily be the same as any rating applicable to the Issuer. Details
of the rating, if any, attributable to a Tranche of Notes will be specified in the relevant Final
Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency. Whether or
not each credit rating applied for in relation to a relevant Tranche of Notes will be issued by a
credit rating agency established in the EEA or UK and registered under Regulation (EU) No.
1060/2009 as amended (the "CRA Regulation") will be disclosed in the relevant Final Terms.
In general, European regulated investors are restricted from using a rating for regulatory
purposes if such rating is not issued by a credit rating agency established in the European Union
and Registered under the CRA Regulation (or is endorsed and published or distributed by
subscription by such a credit rating agency in accordance with the Regulation) unless the rating
is provided by a credit rating agency operating in the European Union before 7 June 2010 which
has submitted an application for registration in accordance with the 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 (the "Terms and Conditions of the English
Law Notes") or the terms and conditions of the Italian Law Notes (the "Terms and Conditions
of the Italian Law Notes" and, together with the Terms and Conditions of the English Law
Notes, 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 include summaries of, and are subject to,
the detailed provisions of an agency agreement dated 17 September 2020 (as amended,
supplemented and/or restated from time to time, the "Agency Agreement for the English Law
Notes"). In respect of the Italian Law Notes, the Terms and Conditions of the Italian Law Notes
include summaries of, and are subject to, the detailed provisions of an agency agreement dated
17 September 2020 (as amended, supplemented and/or restated from time to time, the "Agency
Agreement for the Italian Law Notes").
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.
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.

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In connection with the issue of any Tranche of Notes under the Programme, the Dealer
or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of
any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, stabilisation may not necessarily occur.
Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted
by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
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
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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.

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CONTENTS
Clause
Page
IMPORTANT NOTICES .......................................................................................................... 3
MARKET INFORMATION AND STATISTICS ..................................................................... 8
FORWARD LOOKING STATEMENTS ................................................................................. 8
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................... 10
RISK FACTORS ..................................................................................................................... 22
PRESENTATION OF FINANCIAL INFORMATION .......................................................... 51
DOCUMENTS INCORPORATED BY REFERENCE .......................................................... 52
FURTHER PROSPECTUSES AND SUPPLEMENTS .......................................................... 54
FORMS OF THE NOTES ....................................................................................................... 55
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ........................................ 59
TERMS AND CONDITIONS OF THE ITALIAN LAW NOTES ....................................... 105
FORM OF FINAL TERMS ................................................................................................... 150
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL
FORM ............................................................................................................................ 171
DESCRIPTION OF THE ISSUER ........................................................................................ 175
TAXATION ........................................................................................................................... 222
SUBSCRIPTION AND SALE .............................................................................................. 230
GENERAL INFORMATION ................................................................................................ 234

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GENERAL DESCRIPTION OF THE PROGRAMME
This section is a general description of the Programme for the purposes of Article 25.1(b) of
Commission Delegated Regulation (EU) 2019/980 (as amended). This description does not
purport to be complete and is qualified in its entirety by the remainder of this Base Prospectus.
Words and expressions defined in "Terms and Conditions of the Notes" or elsewhere in the
Base Prospectus have the same meaning in this description.
Issuer:
ICCREA Banca S.p.A.
Issuer Legal Entity Identifier
NNVPP80YIZGEY2314M97
(LEI):
Arranger:
Mediobanca - Banca di Credito Finanziario S.p.A.
Dealers:
Intesa Sanpaolo S.p.A., Barclays Bank Ireland PLC,
Barclays Bank PLC, BNP PARIBAS, Citigroup Global
Markets Europe AG, Citigroup Global Markets Limited,
Commerzbank Aktiengesellschaft, Coöperatieve
Rabobank U.A., Crédit Agricole Corporate and
Investment Bank, Credit Suisse Securities (Europe)
Limited, DZ BANK AG Deutsche Zentral-
Genossenschaftsbank, Frankfurt am Main, Goldman
Sachs International, HSBC Bank plc, ICCREA Banca
S.p.A., Mediobanca - Banca di Credito Finanziario
S.p.A., MPS Capital Services S.p.A., Natixis, NatWest
Markets N.V., NatWest Markets Plc, Nomura
International plc, Raiffeisen Bank International AG,
Société Générale, and UniCredit Bank AG and any other
Dealer appointed from time to time by the Issuer either
generally in respect of the Programme or in relation to a
particular Tranche of Notes.
The Issuer may from time to time terminate the
appointment of any Dealer under the Programme, or
appoint additional Dealers either in respect of one or
more Tranches or generally in respect of the Programme.
Fiscal Agent and Luxembourg
BNP Paribas Securities Services, Luxembourg Branch
Paying Agent:
Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch
Listing, Approval and
Application has been made to the CSSF to approve this
Admission to Trading:
document as a base prospectus in compliance with the
Prospectus Regulation. Application has also been made
for Notes issued under the Programme to be listed on the
Official List of and admitted to trading on the regulated
market of the Luxembourg Stock Exchange. Notes may
be listed or admitted to trading (as the case may be) on
other or further stock exchanges or markets agreed
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