BANCA SELLA S.P.A. (Incorporated with Limited Liability Under the Laws of the Republic of Italy)

Base Prospectus BANCA SELLA S.p.A. (incorporated with limited liability under the laws of the Republic of Italy) €1,000,000,000 Euro Medium Term Note Programme This document has been approved as a base prospectus (the “Base Prospectus”) issued in compliance with Directive 2003/71/EC (as amended, to the extent such amendments have been implemented in the relevant Member State of the European economic area (the “European Economic Area”) (the “Prospectus Directive”) by the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 which implements the Prospectus Directive in Luxembourg (the “Luxembourg Prospectus Law”). Application has been made by Banca Sella S.p.A. (the “Issuer”) for notes (“Notes”) issued under the €1,000,000,000 Euro Medium Term Note Programme (the “Programme”) described in this Base Prospectus during the period of twelve months after the date hereof to be listed on the official list and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (each such regulated market being a “Regulated Market”). The Programme also allows for Notes to be unlisted or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. There are certain risks relating to the Issuer and the Notes which potential investors should ensure they fully understand. See “Risk Factors” on page 6. Pursuant to the Programme, the Issuer may from time to time issue Notes in bearer form denominated in any currency agreed between the Issuer and Banca IMI S.p.A. and any additional dealer appointed under the Programme from time to time (each a “Dealer” and together the “Dealers”). Where Notes issued under the Programme are admitted to trading on a Regulated Market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, such Notes will not have a denomination of less than €100,000 (or, where the Notes are issued in a currency other than euro, the equivalent amount in such other currency). The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €1,000,000,000 (or its equivalent in other currencies calculated as described herein). The CSSF gives no undertaking as to the economic or financial suitability of the transaction or the quality and solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Prospectus Law. This Base Prospectus will be available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu). Notes issued pursuant to the Programme may be rated or unrated. When an issue of Notes is rated, its rating will not necessarily be the same as the ratings assigned to Notes already issued. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under Regulation (EU) No. 1060/2009, as amended (the “CRA Regulation”) unless (i) the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration has not been refused, or (2) the rating is provided by a credit rating agency not established in the European Union but is endorsed by a credit rating agency established in the European Union and registered under the CRA Regulation or (3) the rating is provided by a credit rating agency not established in the European Union which is certified under the CRA Regulation. Whether or not each credit rating applied for in relation to the relevant Series of Notes will fall under any of the above categories will be disclosed in the Final Terms. Arranger and Dealer Banca IMI 31 July 2015 TABLE OF CONTENTS Page IMPORTANT NOTICES ................................................................................................................................... 3 MARKET INFORMATION AND STATISTICS............................................................................................... 5 RISK FACTORS ................................................................................................................................................ 6 GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 22 INFORMATION INCORPORATED BY REFERENCE ................................................................................. 28 FURTHER PROSPECTUSES ......................................................................................................................... 30 FORMS OF THE NOTES................................................................................................................................ 31 TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 35 FORM OF FINAL TERMS.............................................................................................................................. 71 OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ..................... 85 DESCRIPTION OF THE ISSUER................................................................................................................... 89 OVERVIEW OF FINANCIAL INFORMATION OF THE ISSUER............................................................. 105 TAXATION.................................................................................................................................................... 109 SUBSCRIPTION AND SALE ........................................................................................................................118 GENERAL INFORMATION......................................................................................................................... 122 2 IMPORTANT NOTICES This document constitutes a base prospectus for the purpose of Article 5(4) of the Prospectus Directive. The Issuer accepts responsibility for the information contained in this document and 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 document is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus should be read and construed together with any supplements hereto and with any other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes, should be read and construed together with the relevant Final Terms (as defined herein). The Issuer has confirmed to the Dealers that this Base Prospectus (including for this purpose, each relevant Final Terms) contains all information which is (in the context of the Programme and the issue, offering and sale of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme and the issue, offering and sale of the Notes) not misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. No person has been authorised to give any information or to make any representation not contained in or not consistent with this 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 Base Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise), business, prospects or general affairs of the Issuer or any of its subsidiaries since the date thereof or, if later, the date upon which this Base Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct

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