Obligation Intesa San Paolo 0% ( XS2165744355 ) en EUR

Intesa San Paolo

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Italie

XS2165744355 ( en EUR )

29/05/2023 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo XS2165744355 en EUR 0%, échue

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Intesa Sanpaolo est l'un des principaux groupes bancaires d'Italie, proposant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Intesa San Paolo ( Italie ) , en EUR, avec le code ISIN XS2165744355, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/05/2023

BASE PROSPECTUS

BANCA IMI S.p.A.
(incorporated with limited liability in the Republic of Italy)
WARRANTS AND CERTIFICATES PROGRAMME
Under the terms of its Warrants and Certificates Programme (the "Programme"), Banca IMI S.p.A. (the "Issuer")
may from time to time issue warrants or covered warrants (respectively, "Warrants" and "Covered Warrants", and
together, save as otherwise specified in this Programme, "Warrants") or certificates ("Certificates" and, together
with the Warrants, "Securities") relating to one or more specified indices or one or more baskets of indices, provided
that any of such indexes will not be composed by the Issuer or by any legal entity belonging to the same group
("Index Securities"), one or more specified shares or one or more baskets of shares or one or more global depository
receipts (GDRs) or American depository receipts (ADRs) or one or more baskets of GDRs and/or ADRs (together,
"Share Securities"), one or more specified exchange rates or one or more baskets of exchange rates ("Exchange Rate
Securities"), one or more specified future contracts or one or more baskets of future contracts ("Futures Contract
Securities"), one or more specified interest rates or one or more baskets of interest rates ("Interest Rate Securities"),
one or more specified funds or one or more baskets of funds ("Fund Securities"), one or more specified commodities
or one or more baskets of commodities ("Commodity Securities"), one or more specified government bonds or one or
more baskets of government bonds or one or more supranational bonds or one or more baskets of supranational bonds
or the yield of one or more specified government/supranational bonds or the yield of one or more baskets of
government/supranational bonds ("Govies Securities"). The Securities may also be a combination of two or more of
the foregoing types, as indicated from time to time in relation to the relevant issue ("Combined Securities"). Each
issue of Securities will be made on the terms set out herein which are relevant to such Securities under "Terms and
Conditions of the Securities" (the "Conditions") and in the form of the relevant final terms document (the "Final
Terms"). Securities may be issued in bearer form ("Bearer Securities") or registered form ("Registered Securities").
Securities may also be issued in bearer, uncertificated and dematerialised book-entry form in accordance with the
applicable provisions of the Italian law, regulations and operating procedures applicable to and/or issued by the
relevant Italian central securities depository ("Italian Dematerialised Securities").
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as
competent authority under the loi relative aux prospectus pour valeurs mobilières dated 16 July 2019 as amended (the
"Prospectus Law 2019"), which implements the Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017, as amended (the "Prospectus Regulation") to approve this document as a base prospectus.
This Base Prospectus has been approved by 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. Such approval should not be considered as an endorsement of the
quality of the securities that are the subject of this Base Prospectus; investors should make their own assessment as to
the suitability of investing in the Securities.
Application has also been made to the Luxemburg Stock Exchange for Securities issued under the Programme to be
admitted to trading on (i) the Luxembourg Stock Exchange's regulated market (the "Luxembourg Stock Exchange
Regulated Market") (including the professional segment of the regulated market of the Luxembourg Stock
Exchange) and to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and (ii) the
multilateral trading facilities, EuroMTF, of the Luxembourg Stock Exchange (the "EuroMTF") (including the
professional segment of the Euro MTF). The Luxembourg Stock Exchange Regulated Market is a regulated market for
the purposes of the Directive 2014/65/EU, as amended (the "MiFID II"). The EuroMTF is not a regulated market for
the purposes of MiFID II, but it is subject to the supervision of the CSSF.
The CSSF has neither reviewed nor approved any information in this Base Prospectus concerning the Securities
admitted to trading on the EuroMTF. The CSSF assumes therefore no responsibility in relation to the issues of

Securities admitted to trading on the EuroMTF.
The Programme provides that Securities may be listed or admitted to trading, as the case may be, on such further or
other stock exchanges or markets as the Issuer may determine. The applicable Final Terms will specify whether or not
Securities are to be listed on the Luxembourg Stock Exchange and/or any other stock exchange(s). The Issuer may
also issue unlisted Securities and/or Securities not admitted to trading on any market.
Prospective purchasers of Securities should ensure that they understand the nature of the relevant Securities
and the extent of their exposure to risks and that they consider the suitability of the relevant Securities as an
investment in the light of their own circumstances and financial condition. Securities involve a high degree of
risk, including the risk of their expiring worthless. Potential investors should be prepared to sustain a loss of all
or part of the purchase price of their Securities. It is the responsibility of prospective purchasers to ensure that
they have sufficient knowledge, experience and professional advice to make their own legal, financial, tax,
accounting and other business evaluation of the merits and risks of investing in the Securities and are not
relying on the advice of the Issuer or, if relevant, any Manager in that regard. See Section "Risk Factors". The
language of the prospectus is English. Certain legislative references and technical terms have been cited in their
original language in order that the correct technical meaning may be ascribed to them under applicable law.
IMPORTANT RETAIL INVESTORS - If the Final Terms in respect of any Securities includes a legend entitled
"Prohibition of Sales to Retail Investors", the Securities 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 either in the European
Economic Area (the "EEA") or in one or more specified jurisdictions in the EEA, and/or in one or more specified
jurisdictions outside the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the
meaning of Directive 2016/97/EU ("IDD"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; or
(iv) a retail client within the meaning of any equivalent definition under the applicable legislation of the specified
jurisdiction outside the EEA. Consequently no key information document required by Regulation (EU) No 1286/2014
as amended (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to
retail investors in the EEA and/or in the specified jurisdiction(s) only has been prepared and therefore offering or
selling the Securities or otherwise making them available to any retail investor in the EEA and/or in the specified
jurisdiction(s) only may be unlawful under the PRIIPS Regulation.
Amounts payable under the Securities may be calculated or otherwise determined by reference to one or more
underlyings that may constitute "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 of the European
Parliament and of the Council of 8 June 2016 (the "Benchmark Regulation" or "BMR"). If any such underlying does
constitute such a benchmark the applicable final terms will indicate whether or not the benchmark is provided by an
administrator included in the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority ("ESMA") pursuant to Article 36 of the BMR. Not every underlying will fall within
the scope of the Benchmark Regulation. Furthermore, pursuant to article 51 of the BMR, transitional provisions in the
Benchmark Regulation may have the result that the administrator of a particular benchmark (i.e. a benchmark which
has been recognised as critical benchmark or a benchmark whose administrator is based in a non-EU jurisdiction and
does not satisfy the "equivalence" conditions (according to Article 30 of the BMR) or is not"recognised" pending such
a equivalence decision (according to Article 32 of the BMR) or is not "endorsed" for such purpose (according to
Article 33 of the BMR)) is not required to appear in the register of administrators and benchmarks at the date of the
applicable final terms. The registration status of any administrator under the BMR is a matter of public record and,
save where required by applicable law, the Issuer does not intend to update the applicable final terms to reflect any
change in the registration status of the administrator.
The Securities and, in case of Physical Delivery Securities, the Entitlement (as defined herein) to be delivered upon
the exercise of such Securities, have not been, and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or with any securities authority of any State or other jurisdiction of the U.S., and
trading in the Securities has not been approved by the Commodity Futures Trading Commission (the "CFTC") under
the United States Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"). The Securities
and the Entitlements may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the
United States or to a U.S. person unless such offer or sale has been registered under the Securities Act or pursuant to
an exemption from, or a transaction not subject to, the registration requirements of the Securities Act.

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The Securities and the Entitlements are being offered and sold outside the U.S. to persons that are not U.S. persons (as
defined in Regulation S ("Regulation S") under the Securities Act) in reliance on Regulation S. No Securities of any
series, or interests therein, or Entitlements may at any time be offered, sold, resold, traded, pledged, exercised,
redeemed, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit
of, any U.S. person and any offer, sale, resale, trade, pledge, exercise, redemption, transfer or delivery made, directly
or indirectly, within the United States or to, or for the account or benefit of, a U.S. person will not be recognised. The
Securities and Entitlements may not be legally or beneficially owned at any time by any U.S. person. For a description
of certain further restrictions on offers and sales of the Securities and on the distribution of this Base Prospectus, see
"Offering and Sale" below.
The Securities 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 has any of the foregoing
authorities passed upon or endorsed the merits of the offering of Securities or the accuracy or the adequacy of this
Prospectus. Any representation to the contrary is a criminal offence in the United States.
This Base Prospectus is valid for a period of twelve months from the date of its approval. For the avoidance of doubt,
the Issuer shall have no obligation to supplement this Base Prospectus in the event of significant new factors, material
mistakes or material inaccuracies when this Base Prospectus is no longer valid.
The date of this Base Prospectus is 22 April 2020.

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IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus
Regulation.
The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that
such is the case), the information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus
in connection with an offer of Securities are the Issuer, the persons named in the applicable Final Terms
as the relevant Manager(s) and the persons named in or identifiable following the applicable Final Terms
as the Financial Intermediaries, as the case may be.
This Base Prospectus is to be read and construed in conjunction with any supplement hereto and with all
documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by
Reference" below) and, in relation to any Securities, should be read and construed together with the
applicable Final Terms. This Base Prospectus shall be read and construed on the basis that such
documents are incorporated and form part of this Base Prospectus.
A description of the Final Terms is set out herein at Section "Form of Final Terms" and will specify with
respect to the issue of Securities to which it relates, inter alia, the specific designation of the Securities, the
aggregate number and type of the Securities, the date of issue of the Securities, the issue price, the credit
event of the specified entity or entities to which the Certificates relate, certain other terms relating to the
offering and sale of the Securities including whether they bear remuneration and the exercise date.
The applicable Final Terms will (if applicable) contain information relating to the underlying asset, index
or other item(s) (each an Underlying) to which the Securities relate and which is contained in such Final
Terms. However, unless otherwise expressly stated in the applicable Final Terms, any information
contained therein relating to an Underlying will only consist of extracts from, or summaries of,
information contained in financial and other information released publicly by the issuer, owner or
sponsor, as the case may be, of such Underlying. The Issuer will, unless otherwise expressly stated in the
applicable Final Terms, confirm that such extracts or summaries have been accurately reproduced and
that, so far as it is aware and is able to ascertain from information published by the issuer, owner or
sponsor, as the case may be, of such Underlying, no facts have been omitted that would render the
reproduced inaccurate or misleading, but the Issuer does not accept any further or other responsibility in
respect of such information.
As specified in the applicable Final Terms, each issue of Securities will entitle the holder thereof to receive
a cash amount, or in the case of Physical Delivery Securities, the Entitlement to be delivered upon the
exercise of such Securities from the Issuer calculated in accordance with the Conditions on such terms as
are set out in the Conditions, all as set forth in the Conditions.
To purchase any Security or, upon exercise of Physical Delivery Securities, in order to receive the relevant
Entitlement, each Securityholder will be required to certify (in accordance with the provisions outlined in
"Offering and Sale" below) that it is not a U.S. person or a person who has purchased such Security or
received such Entitlement for resale to, or for the account or benefit of, U.S. persons and that it is not
receiving such Security or exercising a Physical Delivery Security on behalf, or for the account or benefit,
of a U.S. person.
Copies of Final Terms will be available from the registered office of the Issuer and, in respect of Securities
which are not Italian Dematerialised Securities, also from the specified offices set out below of the
Security Agents (as defined below).
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No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Base Prospectus or in the Final Terms or any other
information supplied in connection with the Programme or the Securities and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any
other manager of an issue of Securities (each a Manager).
No Manager has independently verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility is accepted by any Manager
as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus
or any other information provided by the Issuer in connection with the Programme.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
the Securities (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Securities should purchase any Securities.
Each investor contemplating purchasing any Securities should make its own independent investigation of
the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither
this Base Prospectus nor any other information supplied in connection with the Programme or the issue of
any Securities constitutes an offer or an invitation by or on behalf of the Issuer to any person to subscribe
for or to purchase any Securities.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Securities shall in any circumstances imply that the information contained herein concerning the Issuer is
correct at any time subsequent to the date hereof or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date indicated in the document containing
the same or that there has been no material adverse change in the prospects of the Issuer since the date
thereof or, if later, the date upon which this Base Prospectus has been most recently amended or
supplemented. Investors should review, inter alia, the most recently published documents incorporated by
reference into this Base Prospectus when deciding whether or not to purchase any Securities.
Warrants create options which are exercisable by the relevant holder and/or will be automatically
exercised as provided herein. There is no obligation on the Issuer to pay any amount to any holder of a
Warrant or to deliver any asset to any holder of a Warrant unless the relevant holder duly exercises such
Warrant or such Securities are automatically exercised and, in certain circumstances, an Exercise Notice
is duly delivered. Securities will be exercised or exercisable in the manner set forth herein and in the
applicable Final Terms.
Bearer Securities are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them
by the U.S. Internal Revenue Code of 1986 as amended (the "Code") and the U.S. Treasury regulations
promulgated thereunder.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF SECURITIES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Base Prospectus and the offer or sale of Securities may be restricted
by law in certain jurisdictions. The Issuer does not represent that this Base Prospectus may be lawfully
distributed, or that any Securities may be lawfully offered, in compliance with any applicable registration
or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or
assume any responsibility for facilitating any such distribution or offering. In particular, unless
specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuer
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which is intended to permit a public offering of any Securities or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, no Securities or Entitlements may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that
will result in compliance with any applicable laws and regulations. Persons into whose possession this
Base Prospectus or any Securities may come must inform themselves about, and observe, any such
restrictions on the distribution of this Base Prospectus and the offering and sale of Securities. In
particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of
Securities or Entitlements in the United States or its possession and the European Economic Area
(including Luxembourg, Austria, Croatia, Ireland, Republic of Italy, Hungary, Slovak Republic, Slovenia
and Spain) (see "Offering and Sale").
The Securities of each issue may be sold by the Issuer and/or any Manager at such time and at such prices
as the Issuer and/or the Manager(s) may select. There is no obligation upon the Issuer or any Manager to
sell all of the Securities of any issue. The Securities of any issue may be offered or sold from time to time
in one or more transactions in the over-the-counter market or otherwise at prevailing market prices or in
negotiated transactions, at the discretion of the Issuer.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Securities in any Member State of the European Economic Area (each, a Relevant
Member State) will be made pursuant to an exemption under the Prospectus Regulation, from the
requirement to publish a prospectus for offers of Securities. Accordingly any person making or intending
to make an offer in that Relevant Member State of Securities which are the subject of an offering
contemplated in this Base Prospectus as completed by the Final Terms in relation to the offer of those
Securities may only do so (i) in circumstances in which no obligation arises for the Issuer or any Manager
to publish a prospectus pursuant to Article 3(1) of the Prospectus Regulation or publish a supplement to a
prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer, or
(ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State and (in either case) published, all in accordance with the
Prospectus Regulation, provided that any such prospectus has subsequently been completed by final
terms which specify that offers may be made other than pursuant to Article 1(4) of the Prospectus
Regulation in that Relevant Member State, such offer is made in the period beginning and ending on the
dates specified for such purpose in such prospectus or final terms, as applicable and the Issuer has
consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph (ii) above
may apply, neither the Issuer nor any Manager have authorised, nor do they authorise, the making of any
offer of Securities in circumstances in which an obligation arises for the Issuer or any Manager to publish
or supplement a prospectus for such offer.
In connection with the issue of any Securities, the person or persons (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot Securities or effect transactions with a view to supporting the market price of the Securities at a
level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the final terms
of the offer of the relevant Securities is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Securities and 60 days after the date of
the allotment of the relevant Securities. Any stabilisation action or over-allotment must be conducted by
the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY TAX DISCUSSION
CONTAINED OR REFERRED TO IN THIS BASE PROSPECTUS IS NOT INTENDED TO BE
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RELIED UPON BY PROSPECTIVE INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES
THAT MAY BE IMPOSED ON THEM UNDER THE INTERNAL REVENUE CODE; AND (B)
PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.
All references to "USD", "U.S.$", "$", "US Dollars", "US dollars" and "U.S. dollars" are to United
States dollars and references to "euro", "EUR" and "" are to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.

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TABLE OF CONTENTS
Page
IMPORTANT NOTICES .......................................................................................................................... 4
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................... 9
RISK FACTORS ...................................................................................................................................... 16
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 48
TERMS AND CONDITIONS OF THE SECURITIES ........................................................................ 50
ANNEX TO THE TERMS AND CONDITIONS OF THE SECURITIES - .................................... 196
USE OF PROCEEDS ............................................................................................................................. 200
DESCRIPTION OF THE ISSUER ....................................................................................................... 201
OFFERING AND SALE ....................................................................................................................... 212
FORM OF FINAL TERMS .................................................................................................................. 219
TAXATION ............................................................................................................................................ 251
GENERAL INFORMATION ............................................................................................................... 292
8

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the programme does not purport to be complete and is taken from,
and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and
conditions of any particular Tranche of Securities, the applicable Final Terms. The Issuer may determine
that Securities shall be issued in a form other than that contemplated in the Terms and Conditions, in
which case, in relation to listed Securities only and if appropriate, a supplement to this Base Prospectus
will be published.
This description constitutes a general description of the Programme for the purposes of Article 25 of
Commission Delegated Regulation (EU) No. 2019/980 (the "Prospectus Commission Delegated Regulation")
supplementing the Prospectus Regulation.
Words and expressions defined in the Terms and Conditions of the Securities and in the remainder of this Base
Prospectus shall have the same meanings in this general description.
Issuer:
Banca IMI S.p.A.
Description:
Warrants and Certificates Programme
Certain Restrictions:
Each issue of Securities denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in circumstances
which comply with such laws, guidelines, regulations, restrictions
or reporting requirements from time to time (see "Offering and
Sale").
Principal Security Agent, Registrar
BNP Paribas Securities Services, Luxembourg Branch
and Luxembourg Listing Agent:
Calculation Agent:
The Issuer or such other calculation agent specified in the
applicable Final Terms.
Settlement Currencies:
Euro, U.S. dollars or any other currency or currencies selected by
the Issuer or any Manager, subject to compliance with all
applicable
legal
and/or
regulatory
and/or
central
bank
requirements. The Issuer may issue Securities in respect of which
the Cash Settlement Amount and/or Early Redemption Amounts
and/or Remuneration Amounts may be payable, as specified in the
applicable Final Terms, in one or more currencies (Settlement
Currency as specified in the applicable Final Terms) which may
be different from the currency in which the Issue Price was
denominated (Issue Currency as specified in the applicable Final
Terms) (Dual Currency Securities).
Issue Price:
Certificates may be issued at such price as shall be determined by
the Issuer or any Manager appointed in respect of the issue subject
to compliance with all applicable legal and/or regulatory and/or
central bank requirements. The Issue Price will be specified in the
applicable Final Terms. If the applicable Final Terms will provide
for the Discount Price, the Issue Price will be considered in order to
calculate the Multiplier.
Offer Price:
Certificates may be offered at such price as specified in the
applicable Final Terms (the Offer Price). The Offer Price may be
equal to the Issue Price, or such other price as specified in the
applicable Final Terms.
Discount Price:
The initial price at which the Certificates will be traded on the
9

market may be determined on the basis of the Discount Price
specified in the applicable Final Terms. The Discount Price will be
lower than the Issue Price. The Discount Price will be applicable
only in relation to Certificates to be admitted to listing and/or
trading without prior offer.
Purchase Price:
The Digital Certificates may be subscribed by the investor in an
exempt offer at the Purchase Price, if so specified in the applicable
Final Terms. The Purchase Price will be lower than the Issue Price.
Premium:
Warrants may be issued at such price (premium) as shall be
determined by the Issuer or any Manager appointed in respect of
the issue subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements. The Premium will be
specified in the applicable Final Terms.
Form of Securities:
Bearer Securities
Each issue of Bearer Securities will, on issue, be represented by
either a Temporary Global Security or a Permanent Global Security
as indicated in the applicable Final Terms. The Temporary Global
Security will be exchangeable either, in accordance with its terms,
for a Permanent Global Security or for Definitive Securities. The
Permanent Global Security will be exchangeable in limited
circumstances for Definitive Securities. Each Temporary Global
Security and each Permanent Global Security will be held by a
common depository on behalf of Euroclear and Clearstream,
Luxembourg.
Registered Securities
Registered Securities will be represented by definitive registered
certificates registered in the name of the beneficial owner thereof
("Registered Certificates") and/or a registered certificate in global
form (a "Global Registered Certificate") which will be registered
in the name of a nominee for a common depositary for Euroclear
and Clearstream, Luxembourg or in any clearing system specified
in the applicable Constituting Instrument. Definitive Exchangeable
Bearer Securities will be exchangeable for definitive Registered
Securities only if and to the extent so specified in the relevant Final
terms. Registered Securities will not be exchangeable for Bearer
Securities or an interest therein.
Italian Dematerialised Securities
Italian Dematerialised Securities will be issued in bearer (al
portatore), uncertificated and dematerialised book-entry form into
Monte Titoli S.p.A. (with registered office and principal place of
business at Piazza degli Affari 6, 20123 Milan, Italy, or any
successor clearing system thereto) ("Monte Titoli") pursuant to
Italian legislative decree no. 58/1998, as amended and
implemented and subsequent implementing provisions ("Italian
Dematerialised Securities"). Italian Dematerialised Securities will
not be issued in definitive form. However, the holder still has the
right to obtain the release of the certificate pursuant to articles 83-
quinquies and 83-novies, paragraph 1, letter b), of the Italian
legislative decree no. 58/1998 as amended and integrated by
subsequent implementing provisions.
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