Obligation Mediobanca Luxembourg 0% ( XS1596024353 ) en EUR

Mediobanca Luxembourg

100 % ▼

Luxembourg

XS1596024353 ( en EUR )

25/06/2022 - Obligation échue

Prospectus brochure de l'obligation Mediobanca International (Luxembourg) XS1596024353 en EUR 0%, échue

100 000 EUR

200 000 000 EUR

Mediobanca International (Luxembourg) S.A. est une filiale de Mediobanca, spécialisée dans la gestion d'actifs, le financement de projets et les services bancaires pour une clientèle institutionnelle et privée.

L'Obligation émise par Mediobanca Luxembourg ( Luxembourg ) , en EUR, avec le code ISIN XS1596024353, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 25/06/2022

BASE PROSPECTUS
Dated: 18 December 2020
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A.
(incorporated with limited liability in the Republic of Italy)
MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.
(incorporated with limited liability in Luxembourg)
Euro 40,000,000,000
Euro Medium Term Note Programme
guaranteed in the case of Notes issued by Mediobanca International (Luxembourg) S.A.
by
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A.

Under the Euro 40,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (as defined below), each of Mediobanca -
Banca di Credito Finanziario S.p.A. ("Mediobanca") and Mediobanca International (Luxembourg) S.A. ("Mediobanca International") (each, an "Issuer" and
together the "Issuers") may from time to time issue senior preferred notes (the "Senior Preferred Notes") and Mediobanca may from time to time issue senior non
preferred notes (the "Senior Non Preferred Notes" and, together with the Senior Preferred Notes, the "Senior Notes") and subordinated notes ("Subordinated
Notes" and, together with the Senior Notes, the "Notes"), subject in each case to compliance with all relevant laws, regulations and directives. The payment of all
amounts due in respect of any Senior Preferred Notes issued by Mediobanca International will be unconditionally and irrevocably guaranteed by Mediobanca (in such
capacity, the "Guarantor") under a deed of guarantee and subject to the limitations thereof executed by the Guarantor and dated 16 December 2019 (the "Deed of
Guarantee") (see "General Description of the Euro 40,000,000,000 Euro Medium Term Note Programme" "Status of the Guarantee" on page 29). Notes issued
under the Programme (other than the Senior Non Preferred Notes) will have denominations of not less than EUR 1,000 (or, where the Notes are denominated in a
currency other than Euro, the equivalent amount in such other currency), while Senior Non Preferred Notes issued under the Programme will have a denomination of
at least EUR 250,000 (or, where the Senior Non Preferred Notes are denominated in a currency other than euro, the equivalent amount in such other currency).
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" beginning on page 2.
This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under the Regulation (EU) 2017/1129 (the
"Prospectus Regulation"), the Central Bank only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed
under Irish and EU law pursuant to the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuers or of the quality of the Notes
that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Such approval relates only to the
Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU, as amended (the "MiFID II") and/or which are to be
offered to the public, in any Member State of the European Economic Area. Application will be made to the Irish Stock Exchange plc trading as Euronext Dublin
("Euronext Dublin") for Notes issued under the Programme during the period of 12 months after the date hereof to be admitted to the official list (the "Official List")
of Euronext Dublin and to trading on the regulated market of Euronext Dublin, which is a regulated market for the purpose of MiFID II.
The Programme provides that Notes may be listed or admitted to trading (as the case may be) on such other or further stock exchange(s) or market(s) as may be
agreed between the relevant Issuer, the Guarantor (where applicable) and the relevant Dealer (as defined in "Plan of Distribution"). Unlisted Notes or Notes not
admitted to trading on any market may also be issued. This Base Prospectus comprises two base prospectuses (one for each Issuer, each of which referred to herein as
the "Base Prospectus") for the purposes of the Prospectus Regulation.
The Central Bank may, at the request of the relevant Issuer, send to the competent authority of another European Economic Area Member State (i) a copy of this Base
Prospectus; and (ii) a certificate of approval pursuant to Article 25 of the Prospectus Regulation attesting that this Base Prospectus has been drawn up in accordance
with the Prospectus Regulation (a "Certificate of Approval").
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 below) of Notes will be set out, in the final terms (the "Final Terms") which, with respect to Notes
to be listed on the Official List of the Euronext Dublin, will be delivered to the Euronext Dublin.
For the terms and conditions of the Notes governed by English law to be issued under the Programme (the "English Law Notes") see "Terms and Conditions of the
English Law Notes" below (the "Terms and Conditions of the English Law Notes") and for the terms and conditions of the Notes governed by Italian law to be
issued under the Programme (the "Italian Law Notes") see "Terms and Conditions of the Italian Law Notes" below (the "Terms and Conditions of the Italian Law
Notes"). References to the "Notes" shall be to the Notes governed by English law and/or Italian law, as appropriate and references to the "Terms and Conditions" or
the "Conditions" shall be to the Terms and Conditions for the English Law Notes and/or the Terms and Conditions for the Italian Law Notes, as appropriate.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not
be offered or sold within the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act) except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be offered and sold in offshore transactions
outside the United States in reliance on Regulation S under the Securities Act. The Notes will be in bearer form and as such are subject to certain U.S. tax law
requirements.
Amounts payable under the Notes may be calculated by reference to EURIBOR, LIBOR, LIBID, LIMEAN or CMS which are respectively provided by the European
Money Markets Institute ("EMMI") for EURIBOR and ICE Benchmark Administration Limited ("ICE") for LIBOR and CMS. as specified in the relevant Final
Terms. As at the date of this Base Prospectus, both EMMI and ICE appear on the register of administrators and benchmarks established and maintained by European
Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011(the "Benchmarks Regulation").
Arranger of the Programme
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
Dealers
BANCA AKROS S.p.A. Gruppo Banco BPM
BARCLAYS
BNP PARIBAS
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
CREDIT SUISSE
IMI Intesa Sanpaolo
J.P. MORGAN
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
NATWEST MARKETS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
UNICREDIT BANK

30890-5-651-v5.14

47-40641047

IMPORTANT NOTICES
This document constitutes a Base Prospectus for each Issuer for the purposes of the Prospectus
Regulation.
Responsibility for this Base Prospectus
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this
document and, to the best of the knowledge of each of the Issuers and the Guarantor (which have 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.
Each of the Issuers and the Guarantor, having made all reasonable enquiries confirms that (i) this Base
Prospectus contains all information with respect to each of the Issuers, the Guarantor, and their
subsidiaries taken as a whole (the "Group" or the "Mediobanca Group"), the Notes, and the deed of
guarantee executed by the Guarantor and dated 16 December 2019 with respect to Senior Preferred
Notes issued by Mediobanca International (the "Deed of Guarantee") which is material in the context of
the issue and offering of Notes, (ii) the statements contained in this Base Prospectus relating to each of
the Issuers, the Guarantor and the Group are in every material respect true and accurate and not
misleading, the opinions and intentions expressed in this Base Prospectus with regard to the Issuers, the
Guarantor and the Group are honestly held, have been reached after considering all relevant
circumstances and are based on reasonable assumptions, (iii) there are no other facts in relation to each
of the Issuers, the Guarantor, the Group, the Notes or the Deed of Guarantee the omission of which
would, in the context of the issue and offering of Notes, make any statement in this Base Prospectus
misleading in any material respect and (iv) all reasonable enquiries have been made by each of the
Issuers and the Guarantor to ascertain such facts and to verify the accuracy of all such information and
statements.
Final Terms/Drawdown Prospectus
Each Tranche (as defined herein) of Notes will be issued on the terms set out hereunder "Terms and
Conditions of the Notes" (the "Conditions") and in 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, Supplements and Further Prospectuses" below.
Public Offers of Notes in the European Economic Area and in the United Kingdom
Certain Tranches of Notes (other than the Senior Non Preferred Notes which shall have a denomination of
at least EUR 250,000) with a denomination of less than EUR 100,000 (or its equivalent in any other
currency) may, subject as provided below, be offered in any Member State of the European Economic
Area or in the United Kingdom in circumstances where there is no exemption from the obligation under
the Prospectus Regulation to publish a prospectus. Any such offer is referred to in this Base Prospectus as
a "Public Offer". This Base Prospectus has been prepared on a basis that permits Public Offers of Notes
in Ireland (a "Public Offer Jurisdiction"). Any person making or intending to make a Public Offer of
Notes in a Public Offer Jurisdiction on the basis of this Base Prospectus must do so only with the consent
of the Issuer see "Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail
Cascades)" below.
If after the date of this Base Prospectus the Issuer intends to add one or more Member States to the list of
Public Offer Jurisdictions for any purpose, it will prepare a supplement to this Base Prospectus specifying
such Member State(s) and any relevant additional information required by the Prospectus Regulation.
Such supplement will also set out provisions relating to the consent of the Issuer to the use of this Base
Prospectus in connection with any Public Offer in any such additional Public Offer Jurisdiction.
In the context of any Public Offer of Notes in a Public Offer Jurisdiction, the Issuer accept responsibility
in that Public Offer Jurisdiction, for the content of this Base Prospectus in relation to any person (an
"Investor") who purchases any Notes in that Public Offer Jurisdiction made by a Dealer or an Authorised
Offeror (as defined below), where that offer is made during the Offer Period (as defined below).
Except in the circumstances described below, neither the Issuer nor the Guarantor has authorised the
making of any offer by any offeror and neither the Issuer nor the Guarantor has consented to the use of
this Base Prospectus by any other person in connection with any offer of the Notes in any jurisdiction.
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Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades)
Any offer made without the consent of the relevant Issuer or the Guarantor (as applicable) is unauthorised
and neither the relevant Issuer nor the Guarantor (as applicable), nor, for the avoidance of doubt, any of
the Dealers accepts any responsibility or liability in relation to such offer or for the actions of the persons
making any such unauthorised offer.
If, in the context of a Public Offer, an Investor is offered Notes by a person which is not an Authorised
Offeror, the Investor should check with such person whether anyone is responsible for this Base
Prospectus for the purpose of the relevant Public Offer and, if so, who that person is.
If an Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is responsible
for its contents, the Investor should take legal advice.
Consent to the use of this Base Prospectus
Common conditions to Consent
The conditions to the consent of the Issuers and the Guarantor are (in addition to the conditions described
in either sub-paragraph (a) (Specific Consent) or sub-paragraph (b) (General Consent) under "Specific
Consent and General Consent" below) that such consent:
(i)
is only valid in respect of the relevant Tranche of Notes;
(ii)
is only valid during the Offer Period specified in the applicable Final Terms; and
(iii)
only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of
Notes in such of the Public Offer Jurisdictions as are specified in the applicable Final Terms.
The consent referred to above relates to Public Offers occurring within twelve months from the date of
this Base Prospectus.
Specific Consent and General Consent
Subject to the conditions set out above under "Common Conditions to Consent", each of the Issuers and
the Guarantor consents to the use of this Base Prospectus in connection with a Public Offer of Notes in
any Public Offer Jurisdiction by:
(a)
Specific Consent:
(i)
the Dealers specified in the relevant Final Terms;
(ii)
any financial intermediaries specified in the applicable Final Terms; and
(iii)
any financial intermediary appointed after the date of the applicable Final Terms and
whose name is published on the website of the Issuers (https://mediobanca.com) and
identified as an Authorised Offeror in respect of the relevant Public Offer; and
(b)
General Consent:
if General Consent is specified in the relevant Final Terms as applicable, any other financial
intermediary which:
(i)
is authorised to make such offers under Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets in financial instruments, as
amended, including under any applicable implementing measure in each relevant
jurisdiction ("MiFID II"); and
ii

(ii)
accepts such offer by publishing on its website the following statement (with the
information in square brackets duly completed with the relevant information) (the
"Acceptance Statement"):
"We, [insert legal name of financial intermediary], refer to the [insert title of relevant
Notes] (the "Notes") described in the Final Terms dated [insert date] (the "Final
Terms") published by [ISSUER] (the "Issuer") and [GUARANTOR] (the
"Guarantor").
In consideration of the Issuer [and the Guarantor] offering to grant their consent to our
use of the Base Prospectus (as defined in the Final Terms) in connection with the offer of
the Notes in [insert name(s) of relevant Public Offer Jurisdiction(s)] during the Offer
Period in accordance with the Authorised Offeror Terms (as specified in the Base
Prospectus), we accept the offer by the Issuer [and Guarantor]. We confirm that we are
authorised under MiFID II to make, and are using the Base Prospectus in connection
with, the Public Offer accordingly.
Terms used herein and otherwise not defined shall have the same meaning as given to such terms in the
Base Prospectus."
Any financial intermediary falling within this sub-paragraph (b) who wishes to use this Base Prospectus
in connection with a Public Offer is required, for the duration of the relevant Offer Period specified in the
applicable Final Terms, to publish a duly completed Acceptance Statement on its website.
Authorised Offerors
The financial intermediaries referred to in sub-paragraphs (a)(ii) and (a)(iii) and sub-paragraph (b), above,
are together referred to herein as the "Authorised Offerors".
Arrangements between an Investor and the Authorised Offeror who will distribute the Notes
Neither the Issuers nor the Guarantor (nor, for the avoidance of doubt, any of the Dealers) has any
responsibility for any of the actions of any Authorised Offeror, including compliance by an Authorised
Offeror with applicable conduct of business rules or other local regulatory requirements or other
securities law requirements in relation to such offer.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A PUBLIC OFFER
FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES
TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE
WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED
OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS, EXPENSES AND
SETTLEMENT ARRANGEMENTS. NEITHER THE ISSUERS NOR THE GUARANTOR WILL BE A
PARTY TO ANY SUCH ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH
THE PUBLIC OFFER OR SALE OF THE NOTES CONCERNED AND, ACCORDINGLY, THIS
BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION.
THE INVESTOR MUST LOOK TO THE RELEVANT AUTHORISED OFFEROR AT THE TIME OF
SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE AUTHORISED
OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION. NONE OF THE ISSUERS, THE
GUARANTOR AND THE DEALERS HAS ANY RESPONSIBILITY OR LIABILITY TO AN
INVESTOR IN RESPECT OF SUCH INFORMATION.
IN THE EVENT OF AN OFFER BEING MADE BY A FINANCIAL INTERMEDIARY, SUCH
FINANCIAL INTERMEDIARY WILL PROVIDE INFORMATION TO INVESTORS ON THE
TERMS AND CONDITIONS OF THE OFFER AT THE TIME THE OFFER IS MADE.
Public Offers: Issue Price and Offer Price
Notes to be offered pursuant to a Public Offer will be issued by the relevant Issuer at the Issue Price
specified in the applicable Final Terms. The Issue Price will be determined by the relevant Issuer and the
Guarantor (as applicable) in consultation with the relevant Dealer(s) at the time of the relevant Public
Offer and will depend, amongst other things, on the interest rate applicable to the Notes and prevailing
market conditions at that time. The offer price of such Notes will be the Issue Price or such other price as
iii

may be agreed between an Investor and the Authorised Offeror making the offer of the Notes to such
Investor. Neither the Issuers nor the Guarantor will be party to arrangements between an Investor and an
Authorised Offeror, and the Investor will need to look to the relevant Authorised Offeror to confirm the
price at which such Authorised Offeror is offering the Notes to such Investor.
Other relevant information
The language of this Base Prospectus is in English. Any foreign language text that is included with or
within this Base Prospectus has been included for convenience purposes only and does not form part of
this Base Prospectus.
This Base Prospectus should be read and construed with any supplement hereto and with any other
documents incorporated by reference herein and, in relation to any Tranche of Notes, should be read and
construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject
of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or
identified in the relevant Final Terms shall be read and construed as a reference to such information
being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise.
Purchases of Notes may be made through a duly appointed Dealer of the relevant Issuer. The relevant
Issuer may also offer and sell Notes directly to investors without the involvement of any Dealer.
The Issuers and the Guarantor will enter into a Dealer Agreement with the Dealers in connection with
the issue of Notes for the purpose of the distribution of the Notes to prospective investors. Pursuant to the
terms of the Dealer Agreement, the relevant Issuer may appoint one or more Dealer(s) under the
Programme to subscribe or procure subscribers for all or part of the Notes of the relevant Series. See the
section on "Plan of Distribution" in this Base Prospectus for further details. This Base Prospectus does
not constitute an offer of, or an invitation by or on behalf of either the Issuers, the Guarantor or any of
the Dealers to subscribe for, or purchase, any Notes.
The Dealers and PricewaterhouseCoopers, as auditor to Mediobanca International, have not separately
verified the information contained in this Base Prospectus. None of the Dealers makes any representation
express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of
the information in this Base Prospectus. Neither this Base Prospectus nor any financial statements are
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by either of the Issuers, the Guarantor or any of the Dealers that any recipient of this
Base Prospectus or any financial statements should purchase any Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information contained
in this Base Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Dealers undertakes to review the financial condition or affairs of the Issuers or
the Guarantor during the life of the arrangements contemplated by this Base Prospectus nor to advise
any investor or potential investor in the Notes of any information coming to the attention of any of the
Dealers.
Unauthorised information
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 any of the Issuers or the Guarantor 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 any of the Issuers, the Guarantor or any of the Dealers.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Base Prospectus and none of them 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 any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of any of the
Issuers or the Guarantor since the date hereof or the date upon which this document 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 financial position of any of the Issuer or the Guarantor since the date hereof
or the date upon which this Base Prospectus has been most recently supplemented or that any other
iv

information supplied in connection with the Programme is correct as of any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same.
Restrictions on distribution
The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions may be
restricted by law. Each of the Issuers, the Guarantor and the Dealers do not represent that this Base
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. No
Notes may be offered or sold, directly or indirectly, to the public, 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, 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, the Notes have not been and will not be registered under the Securities Act and are
subject to U.S. tax law requirements.
This Base Prospectus has been prepared by the Issuers and the Guarantor for use in connection with the
offer and sale of Notes in reliance upon Regulation S of the Securities Act outside the United States to
non-U.S. persons or in transactions otherwise exempt from registration. Its use for any other purpose in
the United States is not authorised. It may not be copied or reproduced in whole or in part nor may it be
distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is
originally submitted.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory authority, nor have any of
the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy
or the adequacy of this Base Prospectus. Any representation to the contrary is a criminal offence in the
United States.
For a description of additional 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 United Kingdom and
Italy) and other jurisdictions, see "Plan of Distribution".
PRIIPs/ IMPORTANT - EEA AND UK RETAIL INVESTORS - If the Final Terms 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 should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA") or 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 (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); or (ii) a customer within the meaning of Directive 2016/97/EU, (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129 (the "Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA or in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA or in the 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
v

Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore
(the SFA) - Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be
issued under the Programme shall be prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-
N16: Notice on Recommendations on Investment Products).
Benchmarks Regulation - Amounts payable under the Notes may be calculated by reference to
EURIBOR, LIBOR, LIBID, LIMEAN or CMS which are respectively provided by the European Money
Markets Institute ("EMMI") for EURIBOR and ICE Benchmark Administration Limited ("ICE") for
LIBOR and CMS. At the date of this Base Prospectus, both ICE and EMMI have been authorised as
regulated benchmark administrators pursuant to Article 34 of Regulation (EU) 2016/1011 (the
"Benchmarks Regulation") and appear on the public register of administrators established and
maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the
Benchmarks Regulation.
vi

STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s) (the "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) in accordance with all applicable
laws and rules.
*****
Notes may be issued on a continuous basis in series (each, a "Series") having one or more issue dates
and on terms otherwise identical (or identical other than in respect of the first payment of interest), the
Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series
may be issued in tranches (each, a "Tranche") on different issue dates. The specific terms of each
Tranche (which, save in respect of the issue date, issue price, first payment of interest and principal
amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set
forth in the relevant Final Terms, the form of which is set out in "Form of Final Terms" below.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed Euro 40,000,000,000 (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 "Plan of Distribution"). 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.
In this Base Prospectus, unless otherwise specified or the context otherwise requires: references to
"Member State" are references to Member States of the European Economic Area, references to the
"UK" are references to the United Kingdom; references to"$", "U.S.$", "USD" and "US Dollars" are
to the lawful currency of the United States of America; references to "Euro" are to the single currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the
Treaty establishing the European Community, as amended; references to "£" "GBP" and "Pounds
Sterling" are to the lawful currency of the United Kingdom; and references to "Yen" are to the lawful
currency of Japan.
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 rating(s) described herein 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 by a credit rating agency established in the EEA or in the UK
and registered under the CRA Regulation, or (2) issued by a credit rating agency which is not established
in the EEA but will be endorsed by a credit rating agency which is established in the EEA or in the UK
and registered under the CRA Regulation, or (3) issued by a credit rating agency which is not established
in the EEA or in the UK but which is certified under the CRA Regulation, will be disclosed in the Final
Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
vii

CONTENTS

RISK FACTORS ........................................................................................................................................ 2
GENERAL DESCRIPTION OF THE EURO 40,000,000,000 EURO MEDIUM TERM NOTE
PROGRAMME ........................................................................................................................................ 29
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 42
FINAL TERMS, SUPPLEMENTS AND FURTHER PROSPECTUSES ........................................... 45
FORMS OF THE NOTES ....................................................................................................................... 46
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ...................................................... 50
TERMS AND CONDITIONS OF THE ITALIAN LAW NOTES ....................................................... 96
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ................................. 142
USE OF PROCEEDS ............................................................................................................................. 145
INFORMATION ON MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A. .............. 147
FINANCIAL INFORMATION OF MEDIOBANCA - BANCA DI CREDITO FINANZIARIO
S.P.A. ....................................................................................................................................................... 172
INFORMATION ON MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A. .................... 173
FINANCIAL INFORMATION OF MEDIOBANCA INTERNATIONAL (LUXEMBOURG)
S.A. ........................................................................................................................................................... 177
PLAN OF DISTRIBUTION .................................................................................................................. 178
GENERAL CONSENT -- THE AUTHORISED OFFEROR TERMS ............................................ 185
FORM OF FINAL TERMS ................................................................................................................... 187
TAXATION ............................................................................................................................................ 227
GENERAL INFORMATION ................................................................................................................ 245
INDEX OF DEFINED TERMS............................................................................................................. 249

1

RISK FACTORS
Any investment in the Notes is subject to a number of risks. In purchasing Notes, investors assume the risk
that the relevant Issuer and the Guarantor (if applicable) may become insolvent or otherwise be unable to
make all payments due in respect of the Notes.
The Issuers have identified and described in this section a number of factors which could materially
adversely affect their businesses and ability to make payments due under the Notes. Most of these factors
are contingencies that may or may not occur. However, the inability of the relevant Issuer or the
Guarantor to pay interest or repay principal on the Notes may occur for other reasons which may not be
considered significant risks by the relevant Issuer or the Guarantor based on the information currently
available to them or which they may not currently be able to anticipate.
The risks that are specific to the Issuer are presented in 3 categories, and those specific to the Notes are
presented in 2 categories, in each case with the most material risk factor presented first in each category
and the remaining risk factors presented in an order which is not intended to be indicative either of the
likelihood that each risk will materialise or of the magnitude of its potential impact on the business,
financial condition and results of operations of the Issuers.
Prospective investors should also read the detailed information set out elsewhere and incorporated by
reference in this Base Prospectus and consider carefully whether an investment in the Notes is suitable
for them in the light of the information in this Base Prospectus and their personal circumstances, based
upon their own judgement and upon advice from such financial, legal and tax advisers as they have
deemed necessary, prior to making any investment decision.
Words and expressions defined in "Terms and Conditions of the English Law Notes" and "Terms and
Conditions of the Italian Law Notes" or elsewhere in this Base Prospectus have the same meaning in this
section. Prospective investors should read the whole of this Base Prospectus, including the information
incorporated by reference. Unless otherwise specified, the term "Terms and Conditions" shall refer to
both the Terms and Conditions of the English Law Notes and the Terms and Conditions of the Italian Law
Notes and any reference to a "Condition" shall be to both a Condition under the Terms and Conditions of
the English Law Notes and a Condition under the Terms and Conditions of the Italian.
1.
MATERIAL RISKS THAT ARE SPECIFIC TO THE ISSUERS AND THAT MAY AFFECT
THE ISSUERS' ABILITY TO FULFIL THEIR OBLIGATIONS UNDER THE NOTES
The risks below have been classified into the following categories:
(A)
Risks relating to the Issuers' activities and the market where the Issuers operate;
(B)
Risks relating to the Issuers' financial situation;
(C)
Risks relating to the legal and regulatory framework.
(A)
RISK FACTORS RELATING TO THE ISSUERS' ACTIVITIES AND THE MARKET WHERE THE ISSUERS
AND THE GROUP OPERATE.
Systemic risks in connection with the economic/financial crisis and the Covid-19 Pandemic
The evolution of the macroeconomic scenario could negatively affect the economic and financial situation
of the Issuer and/or of the Mediobanca Group, and in particular its liquidity, profitability and capital
solidity, leading the Issuers and/or the Mediobanca Group to incur losses, increase the cost of financing
and reduce the value of assets held.
The Issuers' performance is also influenced by the general economic situation, both national and for the
Eurozone as a whole, and by the trend on financial markets, in particular by the solidity and growth
prospects of the geographical areas in which the Issuers operate. The macroeconomic scenario currently
reflects considerable areas of uncertainty, in relation to: (a) the trends in the real economy with reference
to the prospects of recovery and growth in the national economy and/or resilience of growth in the
economies of those countries, such as the United States and China, which have delivered growth, even
2