Obligation Italia 0% ( XS2166502398 ) en EUR

Italia

100 % ▲

Italie

XS2166502398 ( en EUR )

05/05/2021 - Obligation échue

Prospectus brochure de l'obligation Italy XS2166502398 en EUR 0%, échue

500 000 EUR

2 000 000 000 EUR

L'Italie est une république parlementaire en Europe du Sud, connue pour son riche patrimoine culturel, son art, sa cuisine et sa mode, ainsi que pour son économie diversifiée.

L'Obligation émise par Italia ( Italie ) , en EUR, avec le code ISIN XS2166502398, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/05/2021

SIMPLIFIED BASE PROSPECTUS

REPUBLIC OF ITALY
Programme for the
Issuance of Debt Instruments
Application may be made to the Luxembourg Stock Exchange for debt instruments (the "Instruments") issued
under the programme (the "Programme") described in this Simplified Base Prospectus to be admitted to listing
on the official list and trading on the regulated market of the Luxembourg Stock Exchange on an issue by issue
basis from the date hereof. The regulated market of the Luxembourg Stock Exchange is a regulated market for the
purposes of Directive 2014/65/EU on Markets in Financial Instruments. The Programme also permits Instruments
to be issued on an unlisted basis 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 between the Issuer and the relevant
Dealer.
This Simplified Base Prospectus does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129,
as amended (the "Prospectus Regulation"), nor does it constitute a prospectus pursuant to Part II of the
Luxembourg law on the prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 16
July 2019 (the "Luxembourg Prospectus Law") or a simplified prospectus pursuant to Part III of the
Luxembourg Prospectus Law. See "Important Notices".
_______________
Arranger
BARCLAYS
Dealers
BANCA IMI
BARCLAYS
BNP PARIBAS
BofA SECURITIES
CITIGROUP
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL BANK
HSBC J.P.
MORGAN
MORGAN STANLEY
MPS CAPITAL SERVICES S.p.A.
NATWEST MARKETS
NOMURA
SOCIÉTÉ GÉNÉRALE CORPORATE &
UNICREDIT
INVESTMENT BANKING

19 December 2019
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TABLE OF CONTENTS
Page
IMPORTANT NOTICES ............................ . . . . . . . . .......................................................................................... 3
SUMMARY OF THE PROGRAMME . . ................................................................................................. ............ 7
TERMS AND CONDITIONS OF THE INSTRUMENTS ............ . . . . . ........................................................... 11
FORMS OF THE INSTRUMENTS . . . . . ............................ .............................................................................. 41
SUMMARY OF PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM . ...... 45
FORM OF FINAL TERMS ........................................... ...................................................................................... 49
USE OF PROCEEDS ....................................................................................................................................... . . 60
ITALIAN TAXATION ................................. . . . . . . ...................................................................................... . . 61
SUBSCRIPTION AND SALE ....................................................................................................................... . . . 65
RECENT DEVELOPMENTS ....................... . . . . . . . . . . .................................................................................. 67
GENERAL INFORMATION ............................................................................................................................. . 71
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IMPORTANT NOTICES
The Republic of Italy (the "Issuer"), acting through the Director of Direction II of the Treasury Department,
delegated by the Director General of the Treasury Department and empowered thereunto by the Minister of
Economy and Finance, accepts responsibility for the information contained in this Simplified Base Prospectus.
To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is
the case), the information contained in this Simplified Base Prospectus is in accordance with the facts and does
not omit anything likely to affect the import of such information.
References herein to the "Programme Date" are to the date specified on the cover of the Simplified Base
Prospectus.
This Simplified Base Prospectus should be read and construed with any amendment or supplement thereto and
with any other documents incorporated by reference and, in relation to any Series (as defined herein) of
Instruments, should be read and construed together with the relevant Final Terms (as defined herein).
This Simplified Base Prospectus does not comprise a prospectus or a base prospectus under the Prospectus
Regulation or a document for listing purposes in relation to the Euro MTF market of the Luxembourg Stock
Exchange.
This Simplified Base Prospectus neither constitutes a prospectus pursuant to Part II of the Luxembourg Prospectus
Law nor a simplified prospectus pursuant to Part III of the Luxembourg Prospectus Law. Accordingly, this
Simplified Base Prospectus does not purport to meet the format and the disclosure requirements of the Prospectus
Regulation and Commission Delegated Regulation (EU) 2019/980 and it has not been, and will not be, submitted
for approval to any competent authority within the meaning of the Prospectus Regulation and in particular the
Luxembourg Commission de Surveillance du Secteur Financier, which is the Luxembourg competent authority
for the purpose of the Prospectus Regulation and one of the competent authorities under the Luxembourg
Prospectus Law. The Instruments, issued pursuant to this Simplified Base Prospectus, will therefore not qualify
for the benefit of the single European passport pursuant to the Prospectus Regulation.
The Issuer has confirmed to the dealers (the "Dealers") named under "Subscription and Sale" below that the
Simplified Base Prospectus is true, accurate and complete in all material respects and is not misleading; that the
opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there are
no other facts in relation to the information contained or incorporated by reference in this Simplified Base
Prospectus the omission of which would, in the context of the Programme or the issue of the Instruments, 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. The Issuer has further confirmed to the Dealers that
this Simplified Base Prospectus (together with the relevant Final Terms) contains all such information as may be
required by all applicable laws, rules and regulations.
No person has been authorised by the Issuer to give any information or to make any representation not contained
in or not consistent with this Simplified 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 Simplified Base Prospectus.
Neither the delivery of this Simplified Base Prospectus or any Final Terms nor the offering, sale or delivery of
any Instrument shall, in any circumstances, create any implication that the information contained in this Simplified
Base Prospectus is true subsequent to the date thereof or the date upon which this Simplified Base Prospectus has
been most recently amended or supplemented or that there has been no adverse change in the financial situation
of the Issuer since the date thereof or, if later, the date upon which this Simplified Base Prospectus has been most
recently amended or 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.
The distribution of this Simplified Base Prospectus and any Final Terms and the offering, sale and delivery of the
Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Simplified Base
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Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and
to observe any such restrictions.
The Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may include Instruments in bearer form which are subject to U.S. tax law requirements.
Instruments may not be offered, sold or delivered within the United States, or to or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a
description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of this
Simplified Base Prospectus or any Final Terms and other offering material relating to the Instruments, see
"Subscription and Sale".
Neither this Simplified Base Prospectus nor any Final Terms may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such an offer or solicitation.
Neither this Simplified Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Instruments and should not be considered as a recommendation by the Issuer, the Dealers or any
of them that any recipient of this Simplified Base Prospectus or any Final Terms should subscribe for or purchase
any Instruments. Each recipient of this Simplified Base Prospectus or any Final Terms shal be taken to have made
its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
The maximum aggregate principal amount of Instruments outstanding at any one time under the Programme will
not exceed U.S.$80,000,000,000 (and for this purpose, any Instruments denominated in another currency shall be
translated into U.S. dollars at the date of the agreement to issue such Instruments using the spot rate of exchange
for the purchase of such currency against payment of U.S. dollars being quoted by the Fiscal Agent on the date
on which the relevant agreement in respect of the relevant Tranche (as defined herein) was made or such other
rate as the Issuer and the relevant Dealer may agree. The maximum aggregate principal amount of Instruments
which may be outstanding and guaranteed at any one time under the Programme may be increased from time to
time, subject to compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription
and Sale".
In relation to any issue of Instruments which, as set out in the Final Terms thereto, have denominations consisting
of a minimum Denomination plus one or more higher integral multiples of another smaller amount, it is possible
that such Instruments may be traded in amounts that are not integral multiples of such minimum Denomination.
In such a case, a holder who, as a result of trading such amounts, holds an amount which is less than the minimum
Denomination in an account with Euroclear or Clearstream, Luxembourg (as defined below) at the relevant time
may not receive a definitive Instrument in respect of such holding (should definitive Instruments be printed) and
would need to purchase a principal amount of Instruments such that the holding amounts to a minimum
Denomination.
Tranches of Instruments issued under the Programme may be rated or unrated. Where a Tranche of Instruments
is rated, the applicable rating(s) will be specified in the relevant Final Terms. Such rating will not necessarily be
the same as the rating(s) assigned to the Issuer or to Instruments already issued. Whether or not each credit rating
applied for in relation to a relevant Tranche of Instruments will be (1) issued by a credit rating agency established
in the European Economic Area (the "EEA") and registered under Regulation (EC) No. 1060/2009, as amended
(the "CRA Regulation") or (2) issued by a credit rating agency which is not established in the EEA but will be
endorsed by a CRA which is established in the EEA and registered under the CRA Regulation or (3) issued by a
credit rating agency which is not established in the EEA 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 Instruments and may be subject
to suspension, change or withdrawal at any time by the assigning rating agency.
The European Securities and Markets Authority ("ESMA") is obliged to maintain on its website,
www.esma.europa.eu, a list of credit rating agencies registered and certified in accordance with the CRA
Regulation. This list must be updated within 5 working days of ESMA's adoption of any decision to withdraw the
registration of a credit rating agency under the CRA Regulation. The ESMA website is not incorporated by
reference into, nor does it form part of, this Simplified Base Prospectus.
Prospective investors who are European regulated investors should note that, in general, they are restricted from
using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EEA
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and registered under the CRA Regulation or (1) the rating is provided by a credit rating agency not established in
the EEA but is endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation
or (2) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA
Regulation.
Interest payable under the Instruments may be calculated by reference to certain benchmarks. The Final Terms
for any such Instruments will indicate the details of the administrators of such benchmarks, including details of
whether or not each such administrator's name appears 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) 2016/1011 (the "Benchmarks Regulation").
Product Governance under Directive 2014/65/EU (as amended)
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, 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 Final Terms in respect of any Instruments may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Instruments and which channels for distribution
of the Instruments are appropriate. Any person subsequently offering, selling or recommending the Instruments
(a "distributor") should take into consideration the target market assessment; however, a distributor subject to
Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment
in respect of the Instruments (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
The Issuer is exempt from MiFID II and does not constitute a manufacturer or a distributor under the product
governance rules set out in EU Delegated Directive 2017/593. The Issuer is therefore not subject to the
responsibilities conferred on manufacturers or distributors therein.
All references in this Simplified Base Prospectus to "U.S.$", "U.S. dol ars" or "USD" are to the lawful currency
of the United States of America, all references to "£", "Sterling" and "GBP" are to Pounds Sterling and all
references to "", "Euro", "euro" or "EUR" 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.
DOCUMENTS INCORPORATED BY REFERENCE
All amendments and supplements to this Simplified Base Prospectus prepared by the Issuer from time to time
shall be deemed to be incorporated in, and to form part of, this Simplified Base Prospectus save that any statement
contained in this Simplified Base Prospectus or in any of the documents incorporated by reference in, and forming
part of, this Simplified Base Prospectus shall be deemed to be modified or superseded for the purpose of this
Simplified Base Prospectus to the extent that a statement contained in any document subsequently incorporated
by reference modifies or supersedes such statement.
The Issuer will undertake, in connection with the admission to listing on the official list and trading of the
Instruments on the regulated market of the Luxembourg Stock Exchange or the admission of the Instruments to
listing, trading and/or quotation by any other listing authorities, stock exchanges and/or quotation systems, that
if, while Instruments of the Issuer are outstanding and admitted to trading on the regulated market of the
Luxembourg Stock Exchange or admitted to listing, listing and trading and/or quotation on any other listing
authorities, stock exchanges and/or quotation systems, there shall occur any adverse change in the financial
situation of the Issuer or any change in the information set out under "Terms and Conditions of the Instruments"
that is material in the context of issuance under the Programme which is not reflected in this Simplified Base
Prospectus (or any of the documents incorporated by reference in this Simplified Base Prospectus) the Issuer will
prepare or procure the preparation of an amendment or supplement to this Simplified Base Prospectus or, as the
case may be, publish a new Simplified Base Prospectus for use in connection with any subsequent issue by the
Issuer of Instruments to be admitted to trading on the regulated market of the Luxembourg Stock Exchange or
admitted to listing, listing and trading and/or quotation on any other listing authorities, stock exchanges and/or
quotation systems. The Issuer will, at the specified offices of the Paying Agent, provide, free of charge, upon the
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oral or written request therefor, a copy of this Simplified Base Prospectus (or any document incorporated by
reference in this Simplified Base Prospectus). Written or oral requests for such documents should be directed to
the specified office of the Paying Agent or the specified office of the Listing Agent in Luxembourg.
In this Simplified Base Prospectus, references to websites or uniform resource locators (URLs) are inactive textual
references. The contents of any such website or URL shall not form part of, or be deemed to be incorporated into,
this Simplified Base Prospectus.
In connection with the issue of any Tranche of Instruments, 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 Instruments or effect transactions with a view to supporting the market price of the
Instruments 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 Instruments 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 Instruments and 60 days after the date of the al otment of the relevant
Tranche of Instruments. 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.
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SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read in conjunction with the rest of this document and, in
relation to any Instruments, in conjunction with the relevant Final Terms and, to the extent applicable, the Terms
and Conditions of the Instruments set out herein.
Issuer:
The Republic of Italy, acting through the Director of Direction

II of the Treasury Department, delegated by the Director
General of the Treasury Department and empowered thereunto
by the Minister of Economy and Finance.

Arranger:
Barclays Bank PLC.

Dealers:
Banca IMI S.p.A., Barclays Bank PLC, BNP Paribas, BofA

Securities Europe SA, Citigroup Global Markets Limited,
Crédit Agricole Corporate and Investment Bank, Deutsche
Bank Aktiengesellschaft, Goldman Sachs International Bank,
HSBC Bank plc, J.P. Morgan Securities Plc, Morgan Stanley
& Co. International plc, MPS Capital Services S.p.A.,
NatWest Markets Plc, Nomura International plc, Société
Générale, UniCredit S.p.A. and any other dealer appointed
from time to time by the Issuer in respect of the Programme.

Fiscal Agent:
Citibank, N.A., London Branch.

Registrar:
Citibank, N.A., London Branch.

Alternative Registrar:
Citibank Europe Plc, Belgium Branch.

Luxembourg Listing Agent:
Banque Internationale à Luxembourg S.A.

Authorised Amount:
U.S.$80,000,000,000 (and, for this purpose, any Instruments

denominated in another currency shall be translated into U.S.
dollars at the date of the agreement to issue such Instruments
using the spot rate of exchange for the purchase of such
currency against payment of U.S. dollars being quoted by the
Fiscal Agent on the date on which the relevant agreement in
respect of the relevant Tranche (as defined below) was made
or such other rate as the Issuer and the relevant Dealer may
agree) in aggregate principal amount of Instruments
outstanding at any one time. The maximum aggregate
principal amount of Instruments which may be outstanding
under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the
Dealership Agreement as defined under "Subscription and
Sale".

Issuance in Series:
Instruments will be issued in series (each, a "Series"). Each

Series may comprise one or more tranches ("Tranches" and
each, a "Tranche") issued on different issue dates. The
Instruments of each Series will all be subject to identical terms,
except that (i) the issue date and the amount of the first
payment of interest may be different in respect of different
Tranches and (ii) a Series may comprise Instruments in bearer
form and Instruments in registered form and Instruments in
more than one denomination. The Instruments of each Tranche
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will all be subject to identical terms in all respects save that a
Tranche may comprise Instruments in bearer form and
Instruments in registered form and may comprise Instruments
of different denominations.

Form of Instruments:
Instruments may be issued in bearer form or in registered form
in compliance with all applicable laws and regulations
including Italian Presidential Decree dated 30 December 2003,
No. 398, Italian Legislative Decree dated 24 February 1998,
No. 58, and Italian Legislative Decree dated 24 June 1998, No.
213, in each case as amended and integrated from time to time.

Each Tranche of Instruments issued in bearer form will
initially be in the form of either a Temporary Global
Instrument or a Permanent Global Instrument (each as defined
in the Conditions), in each case as specified in the relevant
final terms in respect of such Tranche of Instruments (each, a
"Final Terms"). Each Global Instrument which is not
intended to be issued in new global note form (a "Classic
Global Instrument" or "CGN"), as specified in the relevant
Final Terms, will be deposited on or around the relevant issue
date with a depositary or a common depositary for Euroclear
Bank SA/NV ("Euroclear") and/or Clearstream Banking,
S.A. ("Clearstream, Luxembourg") and/or any other
relevant clearing system and each Global Instrument which is
intended to be issued in new global note form (a "New Global
Instrument" or "NGN"), as specified in the relevant Final
Terms, will be deposited on or around the relevant issue date
with a common safekeeper for Euroclear and/or Clearstream,
Luxembourg. Each Temporary Global Instrument will be
exchangeable for a Permanent Global Instrument or, if so
specified in the relevant Final Terms, for Instruments in
definitive bearer form and/or (in the case of a Series
comprising both bearer and registered Instruments and if so
specified in the relevant Final Terms) registered form in
accordance with its terms. If the TEFRA D Rules are specified
in the relevant Final Terms as applicable, certification as to
non-U.S. beneficial ownership will be a condition precedent to
any exchange of an interest in a Temporary Global Instrument
or receipt of any payment of interest in respect of a Temporary
Global Instrument. Each Permanent Global Instrument will be
exchangeable for Definitive Instruments (as defined in the
Conditions) and/or (in the case of a Series comprising both
bearer and registered Instruments and if so specified in the
relevant Final Terms) registered form in accordance with its
terms. Definitive Instruments will, if interest-bearing, have
interest coupons ("Coupons") attached and, if appropriate, a
talon ("Talon") for further Coupons.

Each Tranche of Registered Instruments will be in the form of
either Individual Instrument Certificates or a Global
Registered Instrument, in each case as specified in the relevant
Final Terms. Each Tranche of Instruments represented by a
Global Registered Instrument will either be: (a) in the case of
an Instrument which is not to be held under the new
safekeeping structure ("New Safekeeping Structure" or
"NSS"), registered in the name of a common depositary (or its
nominee) for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system and the relevant
Global Registered Instrument will be deposited on or about the
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issue date with the common depositary; or (b) in the case of an
Instrument to be held under the New Safekeeping Structure,
be registered in the name of a common safekeeper (or its
nominee) for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system and the relevant
Global Registered Instrument will be deposited on or about the
issue date with the common safekeeper for Euroclear and/or
Clearstream, Luxembourg. A Global Registered Instrument
will be exchangeable for Individual Instrument Certificates in
accordance with its terms.

Instruments in registered form may not be exchanged for
Instruments in bearer form.

Currencies:
Instruments may be denominated in any currency or currencies

(including, without limitation, Australian Dollars ("AUD"),
Canadian Dollars ("CAD"), Czech Koruna ("CZK"), Danish
Kroner ("DKK"), Euro, Hong Kong Dollars ("HKD"),
Japanese Yen ("JPY"), New Zealand Dollars ("NZD"),
Norwegian Kroner ("NKR"), Polish Zloty ("PLN"), Sterling,
South African Rand ("ZAR"), Swedish Kronor ("SEK"),
Swiss Francs ("CHF") and U.S. dollars) subject to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.

Status:
Instruments will be issued on an unsubordinated basis.

Issue Price:
Instruments may be issued at any price and either on a fully or

partly paid basis, as specified in the relevant Final Terms.

Maturities:
Any maturity, subject, in relation to specific currencies, to

compliance with all applicable legal and/or regulatory and/or
central bank requirements.

Redemption:
Instruments may be redeemable at par or at such other

Redemption Amount (detailed in a formula or otherwise) as
may be specified in the relevant Final Terms.

Early Redemption:
Early redemption will be permitted only to the extent specified

in the relevant Final Terms.

Interest:
Instruments may be interest-bearing or non-interest bearing.

Interest (if any) may accrue at a fixed or floating rate and may
vary during the lifetime of the relevant Series.

Denominations:
Instruments will be issued in such denominations as may be

specified in the relevant Final Terms, subject to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.

Where Instruments have a maturity of less than one year and
either (a) the issue proceeds are received by the Issuer in the
United Kingdom or (b) the activity of issuing the Instruments
is carried on from an establishment maintained by the Issuer
in the United Kingdom, such Instruments must: (i) have a
minimum redemption value of £100,000 (or its equivalent in
other currencies) and be issued only to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the
purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as
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principal or agent) for the purposes of their businesses; or (ii)
be issued in other circumstances which do not constitute a
contravention of section 19 of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA") by the Issuer.

Taxation:
All payments of principal and interest in respect of the

Instruments by the Issuer will be made without withholding or
deduction for or on account of any present or future taxes or
duties of whatever nature imposed or levied by or within the
Republic of Italy or by or within any district, municipality or
other political subdivision or taxing authority therein or
thereof unless such withholding or deduction is required by
law.

Governing Law and Jurisdiction:
The Instruments, all related contractual documentation and

any non-contractual obligations arising out of or in connection
with them will be governed by, and construed in accordance
with, Italian law and the Italian courts shall have exclusive
jurisdiction in accordance with all applicable Italian laws.

Listing:
Each Series may be admitted to listing on the official list and

trading on the regulated market of the Luxembourg Stock
Exchange and/or admitted to listing, trading and/or quotation
by any other listing authority, stock exchange and/or quotation
system as may be agreed between the Issuer and the relevant
Dealer and specified in the relevant Final Terms or may be
unlisted.

Terms and Conditions:
Final Terms will be prepared in respect of each Tranche of

Instruments a copy of which will, in the case of Instruments to
be admitted to listing on the official list and trading on the
regulated market of the Luxembourg Stock Exchange and/or
admitted to listing, trading and/or quotation on any other
listing authority, stock exchange and/or quotation system be
delivered to the regulated market of the Luxembourg Stock
Exchange and/or such other listing authority, stock exchange
and/or quotation system on or before the date of issue of such
Instruments. Each Tranche will be the subject of the Final
Terms which, for the purposes of that Tranche only,
supplements the "Terms and Conditions of the Instruments"
and this Simplified Base Prospectus and must be read in
conjunction with this Simplified Base Prospectus. The terms
and conditions applicable to each Tranche will be those set out
herein under "Terms and Conditions of the Instruments" as
supplemented, amended and/or modified or replaced by the
relevant Final Terms.

Clearing Systems:
Euroclear, Clearstream, Luxembourg and/or, in relation to any

Instruments, any other clearing system as may be specified in
the relevant Final Terms.

Selling Restrictions:
For a description of certain restrictions on offers, sales and

deliveries of Instruments and on the distribution of offering
material in the United States, the United Kingdom, Japan and
the Republic of Italy, see "Subscription and Sale".
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