Obligation Mediocredito 0.508% ( XS2180922333 ) en EUR

Mediocredito

100 % ⇌

Italie

XS2180922333 ( en EUR )

0.508% par an ( paiement semestriel )

31/05/2022 - Obligation échue

Prospectus brochure de l'obligation Mediobanca - Banca di Credito Finanziario S.p.A XS2180922333 en EUR 0.508%, échue

100 000 EUR

25 000 000 EUR

Mediobanca est une banque d'investissement italienne offrant des services de banque d'investissement, de gestion d'actifs et de banque privée à une clientèle internationale, principalement concentrée en Italie et en Europe.

L'Obligation émise par Mediocredito ( Italie ) , en EUR, avec le code ISIN XS2180922333, paye un coupon de 0.508% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2022

PRIIPs Regulation PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II") or (ii) a customer within the meaning of Directive (EU) 2016/97 (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. 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 has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of
the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as
defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate, except for pure execution services for the latter.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer 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
manufacturer target market assessment) and determining appropriate distribution channels.
Final Terms
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
Legal Entity Identifier (LEI): PSNL19R2RXX5U3QWHI44
Issue of EUR 25,000,000 Floating Rate Notes due 1 June 2022

under the
Euro 40,000,000,000
Euro Medium Term Note Programme

Issue Price: 100.00 per cent.

Dealer: Société Générale

The date of these Final Terms is 28 May 2020

1

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any
offer of Notes in any Member State of the European Economic Area will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to publish a prospectus for offer of the Notes. Accordingly any
person making or intending to make an offer in that Member State of the Notes may only do so in circumstances in
which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case,
in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any
offer of Notes in any other circumstances.
This document constitutes the Final Terms relating to the issue of Notes described herein. Terms used herein shall
be deemed to be defined as such for the purposes of the Senior Conditions set forth in the Base Prospectus dated 16
December 2019, which constitutes a base prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129). This document constitutes the Final Terms of the Notes described herein for the purposes of the
Prospectus Regulation and must be read in conjunction with such Base Prospectus as supplemented from time to
time. Full information on the Issuer and the Notes is only available on the basis of the combination of these Final
Terms and the Base Prospectus. The Base Prospectus is available for viewing at the registered office of the Issuer at
Piazzetta Cuccia 1, 20121, Milan, Italy, at the Issuer's representative office at Piazza di Spagna 15, 00187 Rome,
Italy and on www.mediobanca.com and copies may be obtained from the Issuer upon request at its registered
address.
The Notes cannot be sold, offered or distributed to any retail client as defined pursuant to point (11) of Article 4(1)
of Directive 2014/65/EU, as amended, in any EEA Member State.

PART A GENERAL
1.
(i)
Series Number:
571

(ii)
Tranche Number:
1
(iii)
Date on which the Notes will be Not Applicable
consolidated and form a single Series:
2.
Specified Currency or Currencies:
Euro ("EUR")
3.
Aggregate Nominal Amount of Notes admitted
to trading:

(i)
Series:
EUR 25,000,000

(ii)
Tranche:
EUR 25,000,000
4.
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
The Issue Price includes the following fees and costs:
-
Distribution fees: equal to 0.05 per cent. of the
Aggregate Nominal Amount;
-
Other costs: 0.25 per cent. of the Aggregate
Nominal Amount

5.
(i)
Specified Denominations:
EUR 100,000
2

(ii)
Calculation Amount:
EUR 100,000
6.
(i)
Issue Date:
1 June 2020

(ii)
Interest Commencement Date:
Issue Date
7.
Maturity Date:
The Interest Payment Date falling in June 2022 as
adjusted in accordance with the Business Day
Convention specified below
8.
Interest Basis:
6 months EURIBOR + 0.65 per cent. per annum
Floating rate for the period from and including the
(Condition 3(d) (Interest Rate on Fixed Rate Interest Commencement Date to, but excluding 3
Notes) or Condition 3(f) (Interest Rate on December 2020 (the "First Floating Rate Period")
Floating Rate Notes) or Condition 3(m) (Late
payment on Zero Coupon Notes) of the Terms 6 months EURIBOR + 0.75 per cent. per annum
and Conditions of the English Law Notes or Floating rate for the period from and including 3
(Condition 3(d) (Interest Rate on Fixed Rate December 2020 to, but excluding 7 June 2021 (the
Notes) or Condition 3(f) (Interest Rate on "Second Floating Rate Period")
Floating Rate Notes) or Condition 3(m) (Late
payment on Zero Coupon Notes) of the Terms 6 months EURIBOR + 0.80 per cent. per annum
and Conditions of the Italian Law Notes)
Floating rate for the period from and including 7 June
2021 to, but excluding 9 December 2021 (the "Third
Floating Rate Period")
6 months EURIBOR + 0.90 per cent. per annum
Floating rate for the period from and including 9
December 2021 to, but excluding 1 June 2022 (the
"Fourth Floating Rate Period")
9.
Redemption/Payment Basis:
Redemption at par
10.
Change of Interest:
Not Applicable - Condition 3(n) (Interest Rate Switch)
shall not apply

Interest Rate Switch Date:
Not applicable
11.
Put/Call Options:
Applicable
(Condition 4(h) (Redemption at the option of Investor Put
holders of Notes) of the Terms and Conditions of
the Italian Law Notes)
12.
(i)
Status of the Notes:
Senior Preferred Notes

(ii)
(In respect of Senior Preferred Notes
only):

Waiver of set-off rights:
Applicable

(iii)
Date of approval for issuance of Notes 20 May 2020
obtained:
13.
Method of distribution:
Non-syndicated
3

14.
Taxation:
Gross Up is not applicable pursuant to paragraph (viii)
of Condition 6(a) (Taxation - Gross Up) of the Terms
and Conditions of the Senior Preferred Notes
15.
Business Day Convention
Modified Following Business Day Convention, adjusted
16.
Events of Default
Condition 8(a) (Events of Default of the Senior
Preferred Notes) applies
17.
Governing Law:
Italian law applicable, also in accordance with the
provisions of Regulation (EC) no. 864/2007 of 11 July
2007 on the law applicable to non-contractual
obligations (the "Rome II Regulation").
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18.
Fixed Rate Note Provisions
Not Applicable
19.
Reset Note Provisions
Not Applicable
20.
Floating Rate Note Provisions
Applicable

(i)
Interest Payment Dates:
3 December 2020, 7 June 2021, 9 December 2021 and 1
June 2022.

(ii)
First Interest Payment Date:
The Interest Payment Date falling on 3 December 2020,
as adjusted in accordance with the Business Day
Convention specified below

(iii)
Interest Accrual Dates:
The Interest Accrual Dates shall be the Interest Payment
Dates.

(iv)
Business Day Convention:
Modified Following Business Day Convention, adjusted

(v)
Additional Business Centre(s):
Not Applicable

(vi)
Manner in which the Rate(s) of ISDA Determination
Interest is/are to be determined:

(vii)
Party responsible for calculating the Mediobanca Banca di Credito Finanziario S.p.A.
Rate(s) of Interest and Interest
Amount(s) (if not the Fiscal Agent):

(viii)
Screen Rate Determination:
Not Applicable

(x)
ISDA Determination:
Applicable

Floating Rate Option:
EUR - EURIBOR Reuters
"EUR-EURIBOR-Reuters" means that the rate for a
Reset Date will be the rate for deposits in euros for a
period of the Designated Maturity which appears on the
Reuters Screen EURIBOR01 Page as of 11:00 a.m.,
Brussel time, on the day that is two TARGET Settlement
Days preceding that Reset Date
4

Designated Maturity:
6 months

Reset Date:
The first day of each Interest Period

(xi)
Margin(s):
+ 0.65 per cent. per annum for the First Floating Rate
Period
+ 0.75 per cent. per annum for the Second Floating Rate
Period
+ 0.80 per cent. per annum for the Third Floating Rate
Period
+ 0.90 per cent. per annum for the Fourth Floating Rate
Period

(xii)
Minimum Interest Rate:
0.00 per cent.
In any case, the Interest Rate may not be less than zero

(xiii)
Maximum Interest Rate:
Not Applicable

(xiv)
Day Count Fraction:
Actual/360

(xv)
Interest calculation method for short or Linear Interpolation, in respect of each Interest Period
long Interest Periods:
The first three long Interest Periods shall be interpolated
between 6 months EURIBOR and 12 months EURIBOR
augmented by the relevant margin for each Floating Rate
Period, as indicated in subparagraph (xi) above.
The last short Interest Period shall be interpolated
between 3 months EURIBOR and 6 months EURIBOR
augmented by the margin for the Fourth Floating Rate
Period.
21.
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
22.
Call Option
Not Applicable
23.
Regulatory Call / Redemption for taxation
reasons

(i)
Regulatory Call
Not Applicable

(ii)
Redemption for taxation reasons
Applicable

(iii)
Modification
following
a Not Applicable
MREL/TLAC Disqualification Event /
Regulatory Event or Tax Event
24.
Put Option
Applicable

(i)
European Style
Not Applicable
5

(ii)
American Style
Applicable

Exercise Period:
Any calendar day from (and excluding) 1st June 2020 to
(but excluding) the last Business Day falling on or
before the 186th calendar day prior to the Maturity Date.

(iii)
Optional Redemption Date(s):
185 calendar days after the receipt by the Paying Agent
of the Put Option Notice given by the noteholder, in
accordance to par. 4(h)(Redemption at the option of
holders of Notes) of the Base Prospectus.

(iv)
Optional
Redemption
Amount(s) EUR 100,000 per Calculation Amount plus any accrued
(Put):
interests up to the Optional Redemption Date in
accordance with the Condition 4(h)(Redemption at the
option of holders of Notes) of the Base Prospectus.

(v)
Partial Redemption:
Applicable

(vi)
Minimum Redemption Amount:
Not Applicable

(vii)
Maximum Redemption Amount:
Not Applicable
25.
Final Redemption Amount of each Note
EUR 100,000 per Calculation Amount
26.
Early Redemption Amount

Early Redemption Amount(s) payable on An amount in the Specified Currency being the Nominal
redemption for taxation reasons or on event of Amount of the Notes
default:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.

Form of Notes:
Bearer Notes:

Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes
in the limited circumstances specified in the Permanent
Global Note.
28.
New Global Note form:
Yes
29.
Additional Financial Centre(s) relating to Not Applicable
Payment Business Dates:
30.
Talons for future Coupons or Receipts to be No
attached to Definitive Notes (and dates on
which such Talons mature):

31.
Details relating to Instalment Notes: (amount of Not Applicable
each instalment, date on which each payment is
to be made):
32.
Total
Repurchase
Option
/
Partial Not Applicable
Repurchase Option
6

33.
US Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
34.
Prohibition of Sales to EEA Retail Investors:
Applicable

7

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:

By: ..........................................................................
By: ..........................................................................
Duly authorised
Duly authorised

8

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

(i)
Listing:
Official List of Euronext Dublin

(ii)
Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on the
regulated market of Euronext Dublin with effect from
the Issue Date.

(iii)
Estimate of total expenses related to EUR 1.000
admission to trading:
2.
RATINGS
Applicable
The Notes to be issued have been rated "BBB-", "BBB"
and Baa1 respectively by Fitch, Standard and Poor's and
Moody's.
Each of Fitch, Standard and Poor's and Moody's is
established in the European Union and registered under
Regulation (EC) No. 1060/2009 (as amended). As such,
each of the credit rating agency entity is included in the
list of credit rating agencies published by the European
Securities and Markets Authority on its website in
accordance
with
such
Regulation

see
www.esma.europa.eu/page/List-registered-and-certified-
CRAs.
3.
NOTIFICATION

Not applicable
4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save for the fees payable to the managers so far as the Issuer is aware, no person involved in the issue of the
Notes has an interest material to the issue.
5.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
Not Applicable
(ii)
Estimated net proceeds:
EUR 24,925,000
(iii)
Estimated total expenses:
Not Applicable
6.
YIELD
Not Applicable
7.
HISTORIC INTEREST RATES
Applicable

Details of historic EURIBOR rates can be obtained from Reuters
Benchmarks:
Amounts payable under the Notes will be calculated by
reference to EURIBOR Rate which is provided by European
Monetary Market Institute ("EMMI"). As at the date of these
9

Final Terms, the European Monetary Market Institute appears
on the register of administrators and benchmarks established
and maintained by the European Securities and Markets
Authority pursuant to Article 36 of the Benchmarks Regulation
(Regulation (EU) No. 2016/1011) (the "Benchmarks
Regulation").

8.
OPERATIONAL INFORMATION

ISIN:
XS2180922333

Common Code:
218092233

CFI
DTVXFB

FISN
MEDIOBANCA SPA/VAR MTN 20220601

New Global Note intended to be held in a Yes. Note that the designation "yes" simply means that
manner which would allow Eurosystem the Notes are intended upon issue to be deposited with
eligibility:
one of the ICSDs as common safekeeper and does not
necessarily mean that the Notes will be recognized as
eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem either upon
issue or at any or all times during their life. Such
recognition will depend upon the ECB being satisfied
that Eurosystem eligibility criteria have been met.

Any clearing system(s) other than Euroclear Not Applicable
Bank SA/NV and Clearstream Banking S.A.
and the relevant identification number(s):

Initial Paying Agents:
BNP Paribas Securities Services, Luxembourg Branch

60, avenue J.F. Kennedy
L-2085 Luxembourg
Grand Duchy of Luxembourg

Names and addresses of additional Paying Not Applicable
Agent(s) (if any):
9.
SECONDARY MARKET PRICING
Not Applicable
10.
SPECIFIC BUY BACK PROVISIONS
Not Applicable

10