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LISTING PARTICULARS FINECOBANK S.P.A. Issue Of

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LISTING PARTICULARS FINECOBANK S.P.A. Issue Of LISTING PARTICULARS FINECOBANK S.p.A. (incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 01392970404) Issue of €300,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes Issue Price: 100 per cent. The €300,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes (the Notes) will be issued by FinecoBank S.p.A. (the Issuer or FinecoBank). The Notes will constitute direct, unsecured and subordinated obligations of the Issuer, as described in Condition 4 (Status of the Notes) in “Terms and Conditions of the Notes” and will be governed by, and construed in accordance with, Italian law, as described in Condition 17 (Governing Law and Jurisdiction) in “Terms and Conditions of the Notes”. The FinecoBank banking group is registered with the Register of Banking Groups held by the Bank of Italy pursuant to Article 64 of Legislative Decree No. 385 of 1 September 1993, as amended (the Italian Banking Act) under number 3015 (the Group or the FinecoBank Group). The Notes will bear interest on their Prevailing Principal Amount (as defined in Condition 2 (Definitions and Interpretation) in “Terms and Conditions of the Notes”), payable (subject to cancellation as described below) semi-annually in arrear on 3 June and 3 December in each year (each an Interest Payment Date), as follows: (i) in respect of the period from (and including) 18 July 2019 (the Issue Date) to (but excluding) 3 December 2024 (the First Call Date) at the rate of 5.875 per cent. per annum, and (ii) in respect of each period from (and including) the First Call Date and every fifth anniversary thereof (each a Reset Date) to (but excluding) the next succeeding Reset Date (each such period, a Reset Interest Period), at the rate per annum, calculated on an annual basis and then converted to a semi-annual rate in accordance with market conventions, equal to the aggregate of 6.144 per cent. per annum (the Margin) and the 5-year Mid-Swap Rate (as defined in “Terms and Conditions of the Notes”) for the relevant Reset Interest Period. The Issuer may elect in its full discretion to cancel (in whole or in part) the Interest Amounts otherwise scheduled to be paid on any Interest Payment Date. Further, payment of Interest Amounts on any Interest Payment Date must be cancelled (in whole or, as the case may be, in part) in the circumstances described in Condition 5 (Interest and Interest Cancellation) in “Terms and Conditions of the Notes”. The cancellation of any Interest Amounts shall not constitute a default for any purpose on the part of the Issuer. Interest on the Notes is not cumulative and any Interest Amounts that the Issuer elects not to pay or is prohibited from paying will not accumulate or compound and all rights and claims in respect of such amounts shall be fully and irrevocably forfeited, and no payments shall be made, nor shall any Noteholder be entitled to any payment or indemnity in respect thereof. See Condition 5 (Interest and Interest Cancellation) in “Terms and Conditions of the Notes”. Further, during the period of any Write-Down pursuant to Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in “Terms and Conditions of the Notes”, as described below, interest will accrue on the Prevailing Principal Amount of the Notes which shall be lower than the Initial Principal Amount unless the Notes have subsequently been Written-Up in full. The principal amount of each Note may be Written Down on a pro rata basis with the other Notes and taking into account the at least pro rata write-down (or write-off) or conversion into Ordinary Shares of any other Equal Loss Absorbing Instruments (and taking into account the write-down (or write-off) or conversion of any Prior Loss Absorbing Instruments, as described in Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in “Terms and Conditions of the Notes”, if, at any time, the Common Equity Tier 1 Capital Ratio of the Issuer or of the FinecoBank Group falls below 5.125 per cent. (all as defined in Condition 2 (Definitions and Interpretation) in “Terms and Conditions of the Notes”). Noteholders may lose some or all of their investment in the Notes as a result of such a Write-Down. Following any such reduction, the Issuer may, in its full discretion and subject to the Maximum Distributable Amount (if any) not being exceeded thereby, increase the Prevailing Principal Amount of the Notes up to a maximum of the Initial Principal Amount, on a pro rata basis with the other Notes and with other Written-Down Additional Tier 1 Instruments, if the Issuer records both a positive Net Income and a positive Consolidated Net Income (all as defined in Condition 2 (Definitions and Interpretation) in “Terms and Conditions of the Notes”), subject to certain further conditions. See Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in “Terms and Conditions of the Notes”. Unless previously redeemed or purchased and cancelled as provided in “Terms and Conditions of the Notes”, the Notes will become repayable on the date on which voluntary or involuntary winding up, dissolution, liquidation or bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa) proceedings are instituted in respect of the Issuer, in accordance with (a) a resolution of the shareholders’ meeting of the Issuer, (b) any provision of the articles of association of the Issuer (currently, the maturity of the Issuer is set in its articles of association at 31 December 2100) or (c) any applicable legal provision or any decision of any judicial or administrative authority. Noteholders do not have the right to call for the redemption of the Notes. Thereupon, the Notes will become due and payable at an amount equal to their Prevailing Principal Amount together with any accrued interest and any additional amounts due pursuant to Condition 9 (Taxation). The Issuer may, at its sole discretion (but subject to the provisions of Condition 7.8 (Conditions to redemption and purchase) in “Terms and Conditions of the Notes”), redeem the Notes in whole, but not in part, on any Optional Redemption Date (Call) at their Prevailing Principal Amount (all as defined in Condition 2 (Definitions and Interpretation) in “Terms and Conditions of the Notes”), plus any accrued interest and any additional amounts due pursuant to Condition 9 (Taxation) in “Terms and Conditions of the Notes”. The Issuer may also, at its sole discretion (but subject to the provisions of Condition 7.8 (Conditions to redemption and purchase) in “Terms and Conditions of the Notes”), redeem the Notes in whole, but not in part, at any time at their Prevailing Principal Amount upon the 1 occurrence of a Capital Event or a Tax Event (all as defined in Condition 2 (Definitions and Interpretation) in the “Terms and Conditions of the Notes”) plus any accrued interest and any additional amounts due pursuant to Condition 9 (Taxation) in “Terms and Conditions of the Notes”. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for the approval of this document as Listing Particulars. Application has also been made to Euronext Dublin for the Notes to be admitted to the official list (the Official List) and to trading on the Global Exchange Market which is the exchange regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU (as amended, MIFID II). References in these Listing Particulars to the Notes being listed (and all related references) shall mean that the Notes have been admitted to trading on the Global Exchange Market. These Listing Particulars do not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended or superseded (the Prospectus Directive) and, in accordance with such Prospectus Directive, no prospectus is required in connection with the issuance of the Notes. Payments of interest or other amounts relating to the Notes may be subject to a substitute tax (referred to as imposta sostitutiva) of 26 per cent. in certain circumstances. In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest or other amounts relating to the Notes, each Noteholder not resident in the Republic of Italy is required to comply with the deposit requirements described in "Taxation – Taxation in the Republic of Italy" and to certify, prior to or concurrently with the delivery of the Notes, that such Noteholder is, inter alia, (i) resident in a country which recognises the Italian tax authorities' right to an exchange of information pursuant to terms and conditions set forth in the relevant treaty (such countries are listed in the Ministerial Decree of 4 September 1996, as amended by Ministerial Decree of 23 March 2017 and possibly further amended according to Article 11(4)(c) of Decree No. 239 of 1 April 1996 (as amended by Legislative Decree No. 147 of 14 September 2015)) and (ii) the beneficial owner of payments of interest, premium or other amounts relating to the Notes, all as more fully set out in “Taxation – Taxation in the Republic of Italy” on pages 140 to 145. Amounts payable under the Notes are calculated by reference to the annual mid-swap rate for euro swaps with a term of five years which appears on Bloomberg screen “EUAMDB05 Index” as of 11:00 a.m. (Central European time) on such Reset Rate of Interest Determination Date (as defined in the “Terms and Conditions of the Notes”) which is provided by ICE Benchmark Administration Limited or by reference to EURIBOR which is provided by the European Money Markets Institute.
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