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Listing Particulars Credito Emiliano

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Listing Particulars Credito Emiliano LISTING PARTICULARS CREDITO EMILIANO S.p.A. (incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 01806740153) Issue of €500,000,000 Fixed to Floating Rate Callable Senior Non-Preferred Notes due October 2025 Issue Price: 99.866 per cent. The €500,000,000 Fixed to Floating Rate Callable Senior Non-Preferred Notes due October 2025 (the Notes) will be issued by Credito Emiliano S.p.A. (the Issuer or Credem). The Notes are intended to qualify as strumenti di debito chirografario di secondo livello of the Issuer, as defined under Article 12-bis of Legislative Decree No. 385 of 1 September 1993 of the Republic of Italy, as amended from time to time (the Italian Banking Act) and will constitute direct, unsecured and unsubordinated obligations of the Issuer, as described in Condition 3 (Status) in “Terms and Conditions of the Notes” and will be governed by, and construed in accordance with, Italian law, as described in Condition 14 (Governing Law and Submission to Jurisdiction) in “Terms and Conditions of the Notes”. The Credem banking group is registered with the Register of Banking Groups held by the Bank of Italy pursuant to Article 64 of the Italian Banking Act under number 3032 (the Group or the Credem Group). The Notes will bear interest at the rate of 1.50 per cent. per annum from, and including, 25 October 2019 (the Issue Date) to, but excluding, 25 October 2024 (the Call Date). Thereafter, the Notes will bear interest at a rate of 1.80 per cent. per annum above 3-month EURIBOR being the Euro- zone inter-bank offered rate for three-month Euro deposits from, and including, the Call Date to, but excluding, the Floating Interest Payment Date falling on or nearest to 25 October 2025 (the Maturity Date) (as provided in Condition 4 (Interest) in “Terms and Conditions of the Notes”). The fixed rate interest will be payable annually in arrear on 25 October in each year, commencing on 25 October 2020 and floating rate interest will be payable quarterly in arrear on or about 25 January 2025, 25 April 2025, 25 July 2025 and 25 October 2025. Unless previously redeemed or purchased and cancelled as provided in “Terms and Conditions of the Notes”, the Notes will become repayable at their principal amount on the Floating Interest Payment Date (as defined in “Terms and Conditions of the Notes”) falling on or nearest to 25 October 2025. The Issuer may, at its sole discretion (but subject to the provisions of Condition 6.8 (Conditions to Early Redemption and Purchase of Notes) in “Terms and Conditions of the Notes”), redeem the Notes in whole, but not in part, on the Call Date at their principal amount plus any accrued interest to but excluding the Call Date. The Issuer may also, at its option (but subject to the provisions of Condition 6.8 (Conditions to Early Redemption and Purchase of Notes) in “Terms and Conditions of the Notes”), redeem the Notes for taxation reasons, in whole, but not in part, at any time during a Fixed Rate Interest Period and on any Floating Interest Payment Date at their principal amount together with interest accrued to but excluding the relevant early redemption date (as described in Condition 6.2 (Redemption for Taxation Reasons) in the “Terms and Conditions of the Notes”). The Issuer may also (but subject to the provisions of Condition 6.8 (Conditions to Early Redemption and Purchase of Notes) in “Terms and Conditions of the Notes”), at any time during a Fixed Rate Interest Period and on any Floating Interest Payment Date redeem all (but not some only) of the Notes at their principal amount together with interest accrued to but excluding the relevant early redemption date if the Issuer determines that an MREL Disqualification Event (as defined in “Terms and Conditions of the Notes”) has occurred and is continuing. 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 Regulation (EU) 2017/1129 (the Prospectus Regulation) and, in accordance with such Prospectus Regulation, no prospectus is required in connection with the issuance of the Notes. 1 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 94 to 101. Amounts payable under the Notes are calculated by reference to EURIBOR which is provided by the European Money Markets Institute. As at the date of these Listing Particulars, the European Money Markets Institute is included in the register of administrators maintained by the European Securities and Markets Authority (ESMA) under Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmarks Regulation). The Notes have been rated "BBB" by Fitch Italia S.p.A. (Fitch) and "Ba1" by Moody’s France SAS (Moody’s). Each of Fitch and Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such Fitch and Moody’s are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Please also refer to “Risk Factors – Credit ratings may not reflect all risks and may be lowered, suspended, withdrawn or not maintained” section of these Listing Particulars. The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or about the Issue Date with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances – see “Overview of Provisions relating to the Notes while in Global Form”. An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. For a discussion of these risks see “Risk Factors” below. The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to “retail clients” (as defined in MiFID II) in the European Economic Area (EEA). Potential investors should read the whole of this document, in particular the “Risk Factors” set out on pages 11 to 40 and "Restrictions on Marketing, Sales and Resales to Retail Investors" set out on pages 8 to 9. 2 MiFID II professionals/ECPs-only/No PRIIPs KID– Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). The target market assessment indicates that the Notes are incompatible with the needs, characteristic and objectives of retail clients and accordingly the Notes shall not be offered or sold to any retail clients. No packaged retail and insurance-based investment products (PRIIPs) key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA. Joint Bookrunners and Joint Lead Managers BNP PARIBAS Crédit Agricole CIB Goldman Sachs International Santander Global Corporate Banking The date of these Listing Particulars is 23 October 2019 3 IMPORTANT INFORMATION The Issuer accepts responsibility for the information contained in these Listing Particulars.
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