MEDIOBANCA - Banca di Credito Finanziario S.p.A.

Transcript

1 Final Terms MEDIOBANCA - Banca di Credito Finanziario S.p.A. Issue of up to Euro 150,000,000 Made in Italy due April 2014 (the Notes ) under the Euro 40,000,000,000 Euro Medium Term Note Programme SERIES NO: 371 TRANCHE NO: 1 Issue Price: per cent. The date of these Final Terms is 12 March 2009 Page 1 of 24

2 The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so: (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or (ii) in those Public Offer Jurisdictions mentioned in Paragraph 39 of Part A below, provided such person is one of the persons mentioned in Paragraph 39 of Part A below and that such offer is made during the Offer Period specified for such purpose therein. 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 Conditions set forth in the Base Prospectus dated 12 December 2008, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of 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 Piazzetta Cuccia 1, 20121, Milan, Italy and and copies may be obtained from the Issuer. The purchase of the Notes involves substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. Before making an investment decision, prospective purchasers of Notes should ensure they understand the nature of the Notes and the extent of their exposure to risks and that they consider carefully, in the light of their own financial circumstances, financial condition and investment objectives, all the information set forth in the Base Prospectus (including Risk Factors on pages 15 to 22 thereof) referred to above and these Final Terms. No person has been authorised to give any information or make any representation not contained in or not consistent with these Final Terms, or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Dealer. In accordance with the MiFID Directive (Directive 2004/39/EC), the implementing Directive 2006/73/CE (together the "MiFID Directives") and the implementing rules in Italy, as regards categorisation of clients and assessment of suitability and appropriateness, the responsibility rests solely with the Managers as listed below (item 39 Non Exempt Offer ). By investing in the Notes each investor represents that: (a) Non-Reliance. It is acting for its own account, and it has made its own independent decision to invest in the Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer or the Dealers as investment advice or as a recommendation to invest in the Notes, it being understood that information and explanations related to the terms and conditions of the Notes shall not be considered to be investment advice or a recommendation to invest in the Notes. No communication (written or oral) received from the Issuer or the Dealers shall be deemed to be an assurance or guarantee as to the expected results of the investment in the Notes. Page 2 of 24

3 (b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in the Notes. (c) Status of Parties. Neither the Issuer nor the Dealers is acting as a fiduciary for or adviser to it in respect of the investment in the Notes. Please see the Base Prospectus for a full, detailed description of the Notes, and in particular, please review the Risk Factors associated with the Notes. PART A - GENERAL 1. Issuer: MEDIOBANCA - Banca di Credito Finanziario S.p.A. 2. (i) Series Number: 371 (ii) Tranche Number: 1 3. Specified Currency or Currencies: Euro ( EUR ) 4. Aggregate Nominal Amount of Notes admitted to trading: (i) Series: Up to EUR 150,000,000 (ii) Tranche: Up to EUR 150,000,000 The Aggregate Nominal Amount will not exceed EUR 150,000,000 and will be determined at the end of the Offer Period (as defined in paragraph 11 of Part B below) and such final amount will be filed with the CSSF as competent authority and published on the website of the Issuer and Placement Managers pursuant to Articles 8 and 14(2) of the Prospectus Directive. 5. Issue Price: per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: EUR 1,000 (ii) Calculation Amount EUR 1, (i) Issue Date: 30 April 2009 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: The Specified Interest Payment Date falling in April Interest Basis: 3.00% Fixed Rate for the period from and including the Interest Commencement Date to but excluding 30 April 2010 (the First Fixed Rate Period ); 2.50% Fixed Rate for the period from and including 30 April 2010 to but excluding 30 April 2012 (the Second Fixed Rate Period ); Page 3 of 24

4 Index-Linked or other Variable-Linked Interest for the period from and including 30 April 2012 to but excluding the Maturity Date (the Index-Linked or other Variable-Linked Period ). (further particulars specified below at paragraph 16 and 19) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest or Redemption/Payment Basis: Save as specified in paragraph 9 (Interest Basis) above, not applicable. 12. Put/Call Options: Not Applicable 13. (i) Status of the Notes: Senior 14. Method of distribution: Non-Syndicated (public offer) 15. Taxation: No gross up is applicable pursuant point (ix) of paragraph 7 (a) (Taxation Gross Up) of the Terms and Conditions of the Notes Page 4 of 24

5 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Note Provisions Applicable in respect of the First Fixed Rate Period and Second Fixed Rate Period (i) Rate(s) of Interest: 3.00 per cent. per annum payable annually in arrear in respect of the First Fixed Rate Period 2.50 per cent per annum payable annually in arrear in respect of the Second Fixed Rate Period (ii) Interest Payment Date(s): 30 April 2010 (t=1), 30 April 2011 (t=2) and 30 April 2012 (t=3), adjusted in accordance with the Business Day Convention (iii) Fixed Coupon Amount(s): EUR per Calculation Amount payable on 30 April 2010; EUR per Calculation Amount payable on 30 April 2011 and 30 April 2012 (iv) Broken Amount(s): Not Applicable (v) Adjustment to Interest Period end Date: Not Applicable (vi) Business Day Convention: Modified Following Business Day Convention (vii) Day Count Fraction: Actual/Actual (ICMA) (viii) Other terms relating to the method of calculating interest for Fixed Rate Notes: Not Applicable 17. Floating Rate Note Provisions Not Applicable 18. Zero Coupon Note Provisions Not Applicable 19. Index-Linked Interest or other Variable- Linked Interest Note Provisions Applicable in respect of the Index-Linked or other Variable-Linked Period (i) Index/Formula/variable: See Part C Other Applicable Terms (ii) Party responsible for calculating the Rate(s) of Interest and the Interest Amount(s) (if not the Fiscal Agent): Banca Akros Gruppo Banca Popolare di Milano shall be the Calculation Agent. The Calculation Agent shall act as an independent expert and not as an agent for the Noteholders. All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained by the Calculation Agent shall, in the absence of manifest error, wilful default or bad faith, be final and conclusive and binding on, the Paying Agent and all Noteholders and Couponholders; and in the absence of the aforesaid manifest error, wilful default or bad faith, no liability to the Noteholders, Couponholders, or the Paying Agents shall attach to the Calculation Agent in connection with the Page 5 of 24

6 exercise or non-exercise by it of its powers, duties and discretions pursuant to the Conditions in relation to such determinations. The Calculation Agent shall notify the Paying Agent of the Interest Amount, as soon as practicable after its determination. (iii) Provisions for determining the Rate(s) of Interest and Interest Amount(s) where calculated by reference to Index and/or Formula and/or other variable: See Part C - Other Applicable Terms (iv) Determination Date(s): See Observation Date (t) in Part C Other Applicable Terms (v) Provisions for determining the Rate(s) of Interest and Interest Amount(s) where calculation by reference to Index and/or Formula and/or other variable is impossible or impracticable or otherwise disrupted: See Part C - Other Applicable Terms and Annex I (vi) Interest or calculation period(s): Interest Period means the period beginning on 30 April 2012 and ending on the first Specified Interest Payment Date and each successive period beginning on a Specified Interest Payment Date and ending on the next succeeding Specified Interest Payment Date. (vii) Specified Interest Payment Dates: 30 April 2013 (t=4) and 30 April 2014 (t=5) (viii) Adjustment to Interest Period end Date: Not Applicable (ix) Business Day Convention: Modified Following Business Day Convention (x) Additional Business Centre(s): Not Applicable (xi) Minimum Rate of Interest: 2.50 per cent. per annum (xii) Maximum Rate of Interest: 7.00 per cent per annum (xiii) Day Count Fraction: Actual/Actual (ICMA) Page 6 of 24

7 20. Dual Currency Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION 21. Call Option Not Applicable 22. Put Option Not Applicable 23. Final Redemption Amount of each Note EUR 1,000 per Calculation Amount 24. Early Redemption Amount Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default or pursuant to a Seller Merger Notice and/or the method of calculating the same (if required or if different from that set out in the Conditions): An amount in the Specified Currency being the Aggregate Nominal Amount of the Notes GENERAL PROVISIONS APPLICABLE TO THE NOTES 25. Form of Notes: Bearer Notes: 26. New Global Note form: Yes 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 27. Additional Financial Centre(s) or other special provisions relating to Payment Business Dates: 28. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 29. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 30. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: Not Applicable No Not Applicable Not Applicable 31. Details relating to Extendible Notes: Not Applicable 32. Repurchase Option: Not Applicable 33. Other terms or special conditions: Not Applicable Page 7 of 24

8 34. Credit Linked Notes Provisions: Not Applicable DISTRIBUTION 35. (i) If syndicated, names and addresses of Managers and underwriting commitments: Not Applicable (ii) Date of Subscription Agreement: Not Applicable (iii) Stabilising Manager(s) (if any): Not Applicable 36. If non-syndicated, name and address of Dealer: See paragraph 39 below 37. Total commission and concession: The Issue Price includes a commission element to be allocated to the Placement Managers which will be equal to 3.50 per cent of the total Aggregate Nominal Amount 38. US Selling Restrictions: Reg. S Compliance Category; TEFRA D 39. Non-exempt Offer: An offer of the Notes may be made through the Placement Managers other than pursuant to Article 3(2) of the Prospectus Directive in Italy ("Public Offer Jurisdictions") during the period from 16 March 2009 until the earlier of (i) 27 April 2009 and (ii) the day immediately after the date on which purchases of the Notes is equal to the maximum Aggregate Nominal Amount of Euro 150,000,000, subject as provided below. See further Paragraph 11 of Part B below. Lead Manager: Mediobanca Banca di Credito Finanziario S.p.A. P.tta Enrico Cuccia Milano Placement Managers: Banca Popolare di Milano Scarl Piazza Filippo Meda, Milano; Banca di Legnano S.p.A. Largo Franco Tosi, Legnano (MI); Cassa di Risparmio di Alessandria S.p.A. Via Dante Alighieri, Alessandria; On-line Placement Manager: Banca Popolare di Milano Scarl Piazza Filippo Meda, Milano when collecting on-line subscription requests. Page 8 of 24 The Placement Managers have agreed under the Placement Agreement to place the Notes without a firm commitment.

9 The Placement Agreement will be entered into on or before 12 March, Additional selling restrictions: Not Applicable PURPOSE OF FINAL TERMS These Final Terms comprises the final terms required for issue and public offer in the Public Offer Jurisdictions of the Notes described herein pursuant to the Euro 40,000,000,000 Euro Medium Term Note Programme. INFORMATION RELATING TO THE ISSUER The following information relating to the Issuer is provided pursuant to Article 2414 of the Italian Civil Code. Mediobanca Banca di Credito Finanziario S.p.A. is an Italian company with its registered office at Piazzetta E. Cuccia 1, Milan, Italy, registered at the Companies Registry of the Chamber of Commerce in Milan under registration number The Issuer shall engage in the activities described below: (a) the raising of funds and provision of credit in any forms permitted, especially medium- and long-term credit to corporates; and (b) within the limits laid down by current regulations, the execution of all banking, financial and intermediation-related transactions and/or services and the carrying out of any transactions deemed to be instrumental to or otherwise connected with achievement of the Issuer s purpose. As part of its supervisory and coordinating activities in its capacity as parent company of the Mediobanca Banking Group (the Group ) within the meaning of Article 61/4 of Legislative Decree No. 385 dated 1 September 1993, the Issuer shall also issue directives to member companies of the Group to comply with instructions given by the Bank of Italy in the interests of maintaining the Group s stability. At the time of the issuance the share capital is equal to 410,027,832.50, consisting of 820,055,665 ordinary shares with a nominal value of Euro 0.50 each and the reserves and retained earnings are equal to 4,266,465, RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. A brief description of the shares is set out in Part C Other Applicable Terms and has been extracted from Bloomberg. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by Bloomberg, no facts have been omitted which would render the reproduced information inaccurate or misleading. Signed on behalf of the Issuer: By:... By:... Duly authorised Duly authorised Page 9 of 24

10 PART B - OTHER INFORMATION 1. (i) Listing: None (ii) Admission to trading: Not Applicable 2. RATINGS Ratings: The Notes to be issued have been rated: S&P s: AA- 3. NOTIFICATION The Commission de Surveillance du Secteur Financier in Luxembourg has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) in Italy with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Banca di Legnano S.p.A. and Cassa di Risparmio di Alessandria S.p.A., all of which are part of the Banca Popolare di Milano banking group, have or may have from time to time existing relationships with the Issuer, either directly or indirectly through Banca Popolare di Milano Scarl, which is the parent company, or through other companies being part of the Banca Popolare di Milano banking group, resulting in potential conflict of interest. Without limiting the generality of the foregoing, the Issuer is expected to enter into hedging arrangements with Banca Akros Gruppo Banca Popolare di Milano in connection with the issue of the Notes in order to hedge its exposure. Save as discussed above and except for any fees payable to the Placement Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: See "Use of Proceeds" wording in Prospectus. (ii) Estimated net proceeds: Up to EUR 144,750,000 (iii) Estimated total expenses: None 8. PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING Under the Notes, the Noteholders are entitled to receive three fixed annual coupons on 30 April 2010, 30 April 2011 and 30 April 2012, regardless of the performance of the Share comprised in the Basket and on each Specified Interest Payment Date an annual coupons linked to the performance of Shares (the Interest Amount as defined in the Part C Other Applicable Terms), calculated by Calculation Agent on each Observation Date in accordance with the formula set forth in the Part C Other Applicable Terms. Prospective investors should carefully consider that return of the Notes is partially dependent upon the performance of the Shares and therefore, should the performance of the Shares on each Observation Date (t) always be zero or negative per cent, the annual coupons will be equal to 2.5 per cent. The annual coupons payable on each Specified Interest Payment Date could be equal to a maximum coupon of 7 per cent and a minimum coupon of 2.50 per cent. At the Maturity Date, the Noteholders are entitled to receive the amount initially invested. Page 10 of 24

11 For other details relating for the calculation of the Interest Amount, see Part C Other Applicable Terms. The Issuer does not intend to provide any past nor post-issuance information of the Shares 10. OPERATIONAL INFORMATION ISIN: XS Common Code: New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Delivery: Initial Paying Agent: Names and addresses of additional Paying Agent(s) (if any): Yes. Note that the designation Yes simply means that the Notes are intended upon issue to be deposited with one of the ICDSs as common safekeeper and does not necessarily mean that the Notes will be recognised 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 satisfaction of the Eurosystem eligibility criteria. Not Applicable Delivery against payment BNP Paribas, 33, Rue de Gasperich Howald Hesprange L-2085 Luxembourg Not Applicable 11. TERMS AND CONDITIONS OF THE OFFER Offer Period: The Notes are being offered to the public in Italy pursuant to Articles 17 and 18 of the Prospectus Directive and the implementing provisions in Italy, namely article 10-bis of CONSOB Regulation No /1999 as amended. The offer period will begin on 16 March 2009 and will expire on the earlier of (i) 27 April 2009 and (ii) the day immediately after the date on which purchases of the Notes is equal to the maximum Aggregate Nominal Amount of Euro 150,000,000, subject as provided below. Page 11 of 24 For subscription applications to be submitted through the On-line Placement Manager s website the offer period shall last from 10 a.m. of 16 March 2009 to 10

12 p.m. of 10 April 2009 Should extraordinary events or circumstances including but not limited to, those negatively affecting the political, financial, economic, monetary, legal or market situation, in Italy or abroad, adversely affecting the feasibility or the expected results of the Offer according to the reasonable determination of the Issuer occur in the period between the date hereof and the expiration date of the Offer Period then the Issuer, in agreement with the Placement Managers, may at its discretion early close the offer period, also in circumstances where purchases of Notes are not yet equal to the maximum Aggregate Nominal Amount. Notice of the early closure of the offer period will be given by the Issuer on the website of the Issuer and the Placement Managers. Early closure of the offer will be effective the first TARGET Settlement Day following publication. In such a case, for avoidance of any doubt, acceptances of the offer will be received until close of business of the TARGET Settlement Day on which the publication of the notice occurs. Offer Amount: Up to EUR 150,000,000. Should extraordinary events or circumstances including but not limited to, those negatively affecting the political, financial, economic, monetary, legal or market situation, in Italy or abroad, adversely affecting the feasibility or the expected results of the Offer according to the reasonable determination of the Issuer occur in the period between the date hereof and the expiration date of the Offer Period then the Issuer, in agreement with the Placement Managers, may revoke or withdraw the offer. Notice of revocation/withdrawal of the offer will be given by the Issuer on the website of the Issuer and the Placement Managers. Upon revocation/withdrawal of the offer, all subscription applications will become void and of no effect, without further notice. Offer Price: Conditions to which the offer is subject: per cent. of the Specified Denomination Offer of the Notes is conditional on their issue only. Description of the application process: Page 12 of 24 During the Offer Period, prospective investors may subscribe the Notes during normal Italian banking hours (from 10:00 a.m. to 16:00 p.m.) at the offices (filiali) of the Placement Managers by filling in, duly executing (also by appropriate attorneys) and delivering a specific subscription form (Scheda di Adesione).

13 The Subscription requests can not be revoked by the potential investors unless it is so permitted by applicable laws and regulations. Subscription of the Notes may be also made through logging in on the On-Line Placement Manager s website. The subscription form is available at each Placement Manager s office or is obtainable on the On-line Placement Manager s website. There is no limit to the subscription application which may be filled in and delivered by the same prospective investor with the same or different Placement Manager. In case of subscription application submitted through the On-line Placement Manager the subscription requests can be revoked by the potential investors through a specific request made to the On-line Placement Manager within the fifteenth day after the execution of the contract. Once the revocation terms are expired, the subscription of the Notes is irrevocable. Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Not Applicable The Notes may be subscribed in their Specified Denomination of EUR 1,000 or integral multiples thereof. The total consideration for the Notes subscribed must be paid by the investor on the Issue Date to the Placement Managers which has received the relevant subscription form. The Notes will be delivered on the Issue Date, subsequent to the payment of the Offer Price, to Noteholders in the deposit accounts held, directly or indirectly, by the Placement Managers at Monte Titoli and or Euroclear/Clearstream. Not later than 5 TARGET Settlement Days after the close of the Offer Period, the Issuer and the Placement Manager will notify the public of the results of the offer through a notice published on their respective websites. Not Applicable Categories of potential investors to which The Notes will be offered by Mediobanca to the public Page 13 of 24

14 the Notes are offered and whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place. at large in Italy. Qualified investors, as defined in paragraphs (i) to (iii) of Article 2 (i) (e) of the Prospectus Directive 2003/71/EC, are not allowed to subscribe any Notes. Banca Popolare di Milano shall notify applicants amounts allotted with respect to the other Placement Managers. There are no allotment criteria (criteri di riparto), as subscription applications will be satisfied until reaching the maximum Aggregate Nominal Amount of EUR 150,000,000 and thereafter Placement Managers will immediately suspend receipt of further subscription applications. Except for the embedded commission described in paragraph 37 of Part A, no expenses and duties will be charged by the Issuer to the subscribers of the Notes. See item 39 above Page 14 of 24

15 PART C OTHER APPLICABLE TERMS 1. Index-Linked Interest or other Variable - Linked Interest : Unless the Notes are previously redeemed, purchased and cancelled and subject to the provisions set forth below and the provisions of Annex I, the variable amount of interest (the Interest Amount (t), with t ranking from t=4 to t=5), payable for each Note on each Specified Interest Payment Date, shall be calculated by Calculation Agent in accordance with the following formula: Interest Amount ( t) (with t ranking from t= 4 to t= 5) = Eur 1,000* Min %; [ 7%; Max( 2.5 )] PerfBasket t Where: PerfBasket t = Sharet Share i i= Share 1 0 i i 0 Max" followed by a series of amounts inside brackets, means whichever is the greater of the amounts separated by a semi-colon inside those brackets. Min followed by a series of amounts inside brackets, means whichever is the lesser of the amounts separated by a semi-colon inside those brackets. Share i,0 means the Closing Price of the Share i as of the Valuation Time on the Strike Date; Share i,t means the Closing Price of the Share i as of the Valuation Time on the relevant Observation Date (t) In this Final Terms, the following terms will have the meaning specified hereinafter, provided that terms not otherwise defined will have the meaning ascribed to them in the Base Prospectus: 2. Additional definitions: Closing Price means the Prezzo di Riferimento, which means the price as published by the Italian Stock Exchange at the close of trading and having the meaning ascribed thereto in the Rules of the Markets Organised and Managed by the Italian Exchange, as such Rules may be amended by Borsa Italiana S.p.A. from time to time; in any case as adjusted (if applicable) pursuant to the provisions of Adjustments relating to Share below. Observation Date (t) means the eighth Scheduled Trading Day prior of each Specified Interest Payment Date, (or, if such date is not a Scheduled Trading Day for a Share, the next following Scheduled Trading Day for such Share) unless such day is a Disrupted Day in which case it shall be postponed pursuant to the provisions of Consequences of Disrupted Days for a Share Strike Date means 30 April 2009 (or, if such date is not a Scheduled Trading Day for a Share, the next following Scheduled Trading Day for such Share), unless such day is a Disrupted Day in which case it shall be postponed pursuant to the provisions of Consequences of Disrupted Days for a Share. Page 15 of 24

16 "Share (i) : means each of the following 6 Shares (with i ranking from 1 to 6), and all together the "Basket", as defined in Table 1 below: TABLE 1 i Share Bloomberg Code Country Exchange Website* 1 Enel S.p.A. ENEL IM Equity Italy Milan Stock Exchange 2 Eni S.p.A. ENI IM Equity Italy Milan Stock Exchange 3 Assicurazioni Generali S.p.A. G IM Equity Italy Milan Stock Exchange 4 Banco Popolare SCARL BP IM Equity Italy Milan Stock Exchange 5 Intesa Sanpaolo ISP IM Equity Italy Milan Stock Exchange 6 UniCredit S.p.A UCG IM Equity Italy Milan Stock Exchange * The information relating to the past and future performances of any Share are available on the website of the relevant Company and the volatilities can be obtained, upon request, at the office of the Calculation Agent Page 16 of 24

17 PART 1 GENERAL DEFINITIONS Annex I (This Annex forms part of the Final Terms to which it is attached) Company means, in respect of a Share, the issuer of such Share. Consequences of Disrupted Days for a Share If any Observation Date specified in the Final Terms (each a Scheduled Observation Date), is a Disrupted Day for a Share (the Affected Share), the Observation Date for each Share not affected by a Disrupted Day shall be the Scheduled Observation Date, and the Observation Date for each Affected Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day in respect of that Affected Share, unless each of the five Scheduled Trading Days immediately following the Scheduled Observation Date is also a Disrupted Day. In that case: (i) (ii) that fifth Scheduled Trading Day shall be deemed to be the Observation Date for the Affected Share, notwithstanding the fact that such day is a Disrupted Day, and the Calculation Agent shall determine in respect of a Share, its good faith estimate of the value of the Share as of the Valuation Time on that fifth Scheduled Trading Day and the good faith estimate of the value of the Share so calculated shall be deemed the Closing Price; Disrupted Day means in respect of a Share, any Scheduled Trading Day (a) on which a relevant Exchange or Related Exchange fails to open for trading during its regular trading session or (b) on which a Market Disruption Event has occurred. Early Closure means the closure on any Exchange Business Day of (i) the relevant Exchange, or (ii) any Related Exchange, prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange (as the case may be) at least half hour prior to the earlier of (x) the actual closing time for the regular trading session on such Exchange or Related Exchange (as the case may be) on such Exchange Business Day and (y) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day. Exchange(s) means, in respect of a Share, the corresponding exchange or quotation system specified in the applicable Final Terms, or any successor exchange or quotation system or any substitute exchange or quotation system to which trading in the Share has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange). Exchange Business Day means, in respect of each Share and observed separately, any Scheduled Trading Day on which each relevant Exchange and Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time. Exchange Disruption means in respect of a Share, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (i) to effect Page 17 of 24

18 transactions in, or obtain market values for the Share on the Exchange, or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Share on any relevant Related Exchange. Market Disruption Event means in respect of a Share, the occurrence or existence of (i) a Trading Disruption, (ii) an Exchange Disruption which, in either case, the Calculation Agent determines is material, at any time during the half hour period that ends at the relevant Valuation Time or (iii) an Early Closure. Related Exchange(s) means, in respect of a Share each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures and options contracts relating to such Share, any successor exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to a Share has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating such Share on such temporary substitute exchange or quotation system as on the original Related Exchange). Share(s) means a share of the Company the name of which appears in the applicable Final Terms, subject to adjustment pursuant to the provisions of "Adjustments and Extraordinary Events relating to Shares " (below). Scheduled Closing Time means, in respect of an Exchange or Related Exchange, the scheduled weekday closing time of such Exchange or Related Exchange, without regard to after hours or any other trading outside of the regular trading session hours. Scheduled Trading Day means in respect of a Share, any day on which each Exchange and each Related Exchange, if any, are scheduled to be open for trading for their respective regular trading session. Trading Disruption means in respect of a Share, any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise (i) relating to the Share on the Exchange or (ii) in futures or options contracts relating to the Share on any relevant Related Exchange. Valuation Time means in respect of a Share, the Scheduled Closing Time, provided however that if the Exchange closes prior to its Scheduled Closing Time, the Valuation Time shall be the actual closing time of the Exchange. PART 2 - ADJUSTMENTS RELATING TO SHARES A. Adjustments and Extraordinary Events relating to Shares Potential Adjustment Event means, in relation to a Share, any of the following: (i) a subdivision, consolidation or reclassification of such Share (unless resulting in a Merger Event) including, for the avoidance of doubt, a stock split or reverse stock split, or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue; Page 18 of 24

19 (ii) (iii) (iv) (v) (vi) (vii) a distribution, issue or dividend to existing holders of such Share of (a) such Shares or (b) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Company equally or proportionately with such payments to holders of such Shares (c) share capital, other securities of another issuer acquired or owned (directly or indirectly) by the Company as a result of a spin-off or other similar transaction, or (d) any other type of securities, rights or warrants or other assets, in any case for payment (in cash or otherwise) at less than the prevailing market price as determined by the Calculation Agent; an extraordinary dividend as determined by the Calculation Agent; a call by the Company in respect of Shares that are not fully paid; a repurchase by the Company or any of its subsidiaries of Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Company pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value, as determined by the Calculation Agent provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or any other event having, in the opinion of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the Shares. Following the occurrence of any Potential Adjustment Event as defined above, the Calculation Agent will, as soon as reasonably practicable after it becomes aware of such event determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Share and, if so, will (a) calculate the corresponding adjustment, if any, to be made to the elements relating to the relevant Share used to determine any settlement or payment terms under the Notes and/or any other terms of the Notes as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Notes and (b) determine the effective date of that adjustment. The Calculation Agent may (but need not) determine the appropriate adjustment by reference to the adjustment in respect of such Potential Adjustment Event made by a Related Exchange to options on the Share traded on such Related Exchange. Upon making any such adjustment, the Calculation Agent shall give notice as soon as practicable to the Noteholders in accordance with the provisions of the Conditions setting out the adjustment to the terms of the Notes and giving brief details of the Potential Adjustment Event. Page 19 of 24

20 B. Extraordinary Events (i) (ii) Upon the occurrence, in the determination of the Calculation Agent, on or prior to the last Observation Date of a Merger Event, a De-listing Event, a De-merger Event, an Insolvency, a Nationalisation or a Participation Event, in respect of a Share or the opening of an Offering Period relating to such events (an Affected Share), then during such Offering Period, the Calculation Agent may decide in good faith to apply Method of Substitution with respect to the Affected Share. If the Calculation Agent decides not to apply Method of Substitution during the Offering Period with respect to the Affected Share, then: (A) in respect of a Merger Event, from the Merger Date, and/or upon consummation of the Merger Event, until the sixtieth Business Day thereafter, the Calculation Agent, acting in good faith, shall apply: (a) (b) (c) Share-for-Share: Alternative Obligation and/or Method of Substitution; Share-for-Other: Alternative Obligation and/or Method of Substitution; Share-for-Combined: Alternative Obligation and/or Method of Substitution; (B) in the case of a Merger Event affecting two Shares comprised in a Basket, the Calculation Agent will either: (a) (b) continue with the share resulting from the Merger Event and in order to maintain the original number of listed Companies, a Substitute Share (as applicable) will be elected and included in the Basket; or substitute both Shares with two Substitute Shares selected as described in the Method of Substitution; (C) in respect of a De-merger Event, from the De-merger Date, and/or upon consummation of the De-merger Event, until the sixtieth Business Day thereafter, the Calculation Agent, acting in good faith, will either: (a) (b) replace the Affected Share with the shares of the successor Companies; or substitute one or more share(s) resulting from such De-merger Event pursuant to the Method of Substitution, it being understood that, in the case of a Basket, the Calculation Agent shall maintain the initial number of listed Companies and that in the case where the Calculation Agent has elected to substitute the Affected Share with several shares resulting from such De-merger Event, such shares shall be placed in a sub-basket and considered as one component of the Basket; Page 20 of 24

21 (D) (E) in respect of a De-listing Event or a Nationalisation, from the effective date of such event, until the sixtieth Business Day thereafter, the Calculation Agent, acting in good faith, may, but is not obliged to, apply the Method of Substitution; in respect of an Insolvency, the Calculation Agent will decide, either that: (a) (b) the Affected Share will be substituted pursuant to the Method of Substitution; or the value of the relevant component in the formula used to determine the amount to be paid or whether a condition has occurred, if any, as described in the applicable Final Terms, representing the Affected Share will be accounted by the Calculation Agent for its fair market value determined at any time as from the date of occurrence of such Insolvency until the last Observation Date. The determination of the fair market value shall depend upon the liquidity of the market and the trading conditions relating to the Share affected at the time of calculation; and (F) in respect of a Participation Event, the Calculation Agent may, but is not obliged to, select a Substitute Share for the Affected Share pursuant to the Method of Substitution. (iii) Notwithstanding anything herein to the contrary, the Calculation Agent shall use its reasonable endeavours at all times to maintain the original number of listed companies as Companies hereunder. Definitions applicable to this section B - Extraordinary Events: Alternative Obligation means: (i) (ii) (iii) if, in respect of a Share-for-Share Merger Event, the Calculation Agent decides to apply Alternative Obligation, then on or after the relevant Merger Date the New Shares and the issuer of such New Shares will be deemed the Shares and the Company, respectively, and, if necessary, the Calculation Agent will adjust any relevant terms of the Notes on the basis of the number of New Shares (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of the relevant number of Shares immediately prior to the occurrence of the Merger Event would be entitled upon consummation of the Merger Event; if, in respect of a Share-for-Other Merger Event, the Calculation Agent decides to apply Alternative Obligation, then on or after the relevant Merger Date, the Calculation Agent will adjust any relevant terms of the Notes on the basis of the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of the relevant number of Shares would be entitled upon consummation of the Merger Event and, if necessary, any relevant terms of the Notes; and if, in respect of a Share-for-Combined Merger Event, the Calculation Agent decides to apply Alternative Obligation, then on or after the Merger Date the New Shares and the Other Consideration will be deemed the Shares and the issuer of the New Shares or the Other Consideration (if any) will be deemed the Company respectively, and, if necessary, the Calculation Agent will adjust any relevant terms of the Notes on the basis of the number of New Shares and the Page 21 of 24

22 amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of the relevant number of Shares would be entitled upon consummation of the Merger Event. Combined Consideration means New Shares in combination with Other Consideration. De-listing Event means, in respect of a Share, that such Share: (a) ceases to be listed, traded or publicly quoted on the relevant Exchange or listing compartment of the relevant Exchange (for any reason other than a Merger Event or a Tender offer) and is not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Exchange (or where the Exchange is within the European Union, in any member state of the European Union) or (b) has its listing, trading or public quotation maintained in inappropriate conditions in the opinion of the Calculation Agent (such conditions to include, without limitation, a lack of liquidity or the disappearance of the relevant future and/or option contract of the relevant Share). De-merger Event means, in respect of any Share, that the Company relevant to such Share is affected by a de-merger including, without limitation, a spin off, scission or any operation of a similar nature. De-merger Date means the date on which a De-merger Event becomes effective. Fixing Period means the period subject to a maximum of ten Exchange Business Days, which shall expire no later than 90 Business Days following the Merger Date, the De-merger Date or the effective date of the De-listing Event, Nationalisation, Insolvency or Participation Event) during which: (i) (ii) the Calculation Agent sells the Affected Shares, the New Shares and/or the Other Consideration, (as the case may be), on the basis of the arithmetic mean of the closing prices of the relevant assets, as observed during such Fixing Period; and the proceeds of such sale are re-invested in the Substitute Shares and/or New Shares accordingly during the said Fixing Period on the basis of the arithmetic mean of the closing prices of such Substitute Shares and/or New Shares, as observed during such Fixing Period. Insolvency means, in respect of a Company, voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of, or any analogous proceeding affecting, such Company, as determined in good faith by the Calculation Agent. Merger Date means in respect of a Share, the date upon which holders of the necessary number of the relevant Shares (other than, in the case of a takeover offer, Shares owned or controlled by the offeror) to constitute a Merger Event have agreed or have irrevocably become obliged to transfer their Shares. Merger Event means in respect of any Share: (i) any reclassification or change of such Share (including the change of currency reference of the Share) that results in a transfer of or an irrevocable commitment to transfer all of such Share outstanding to another entity or person; or Page 22 of 24

23 (ii) (iii) (iv) (v) any consolidation, amalgamation, merger or binding share exchange of the relevant Company with or into another entity (other than a consolidation, amalgamation or merger in which such Company is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding); other take-over offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares that results in a transfer of or an irrevocable commitment to transfer all or part of such Shares (other than any of such Shares owned or controlled by the offeror); any consolidation, amalgamation, merger or binding share exchange of the relevant Company or its subsidiaries with or into another entity in which such Company is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event; or take-over offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Company, as determined by the Calculation Agent based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant. Method of Substitution means that in the case of a Merger Event, De-listing Event, De-merger Event, Nationalisation, Insolvency or Participation Event (regardless of the consideration to be received), in respect of an Affected Share, the Calculation Agent may consider that the Affected Share, the New Shares and/or, all or part of the Other Consideration (as the case may be) is/are converted into cash and that the proceeds will be reinvested either (a) into a new share of the same economic sector and the same geographic area or into a share issued by a company of a similar international standing or creditworthiness as the Company related to the Affected Share (a Substitute Share) or (b) in the case of Combined Consideration into New Shares. In the event of Other Consideration to be received in cash, in the future, the Calculation Agent may consider that the cash to be received in the future is discounted in order to immediately re-invest the proceeds then procured in accordance with (a) and (b) above. The sale of the Affected Share, the New Shares and/or the Other Consideration shall be deemed to take place during the Fixing Period. The Substitute Share and the company issuing such Substituted Share will be deemed a Share and the Company respectively, and the Calculation Agent will adjust any relevant terms of the Notes. For information purposes, it is understood that in all cases described herein where a Share is substituted, on any date "t", with a Substitute Share, the value of the relevant component in the formula used to determine the amount to be paid as described in the applicable Final Terms, shall not be affected by the substitution on such date "t" in respect of the Substitute Share and would mean the closing price of such Substitute Share on the relevant Exchange on the date "t" is weighted by an appropriate linking coefficient so that it is equal to the closing price of the Affected Share on such date "t". Page 23 of 24