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Credito Emiliano S.P.A. (Incorporated As a Joint Stock Company in The

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Credito Emiliano S.P.A. (Incorporated As a Joint Stock Company in The Prospectus Credito Emiliano S.p.A. (incorporated as a joint stock company in the Republic of Italy) €5,000,000,000 Covered Bond Programme (Obbligazioni Bancarie Garantite) unconditionally and irrevocably guaranteed as to payments of interest and principal by CREDEM CB S.r.l. (incorporated as a limited liability company in the Republic of Italy) Except where specified otherwise, capitalised words and expressions in this Prospectus have the meaning given to them in the section entitled "Glossary". Under this €5,000,000,000 covered bond programme (the "Programme"), Credito Emiliano S.p.A. ("CREDEM or the "Issuer" or the "Bank") may from time to time issue covered bonds (obbligazioni bancarie garantite) (the "Covered Bonds") denominated in any currency agreed between the Issuer and the relevant Dealer(s), pursuant to article 7-bis of Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the “Law 130”) and regulated by the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the “MEF Decree”) and the supervisory instructions relating to covered bonds (obbligazioni bancarie garantite) under Part III, Chapter 3 of Circular of the Bank of Italy No. 285 of 17 December 2013 containing the "Disposizioni di vigilanza per le banche", as further implemented or amended (the “Bank of Italy Regulations”). The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed €5,000,000,000 (or its equivalent in other currencies calculated as described herein, unless increased in accordance with the Programme Documents). This Programme Limit may be increased in accordance with the terms of the Programme Agreement and, according to Article 2, letter (h), of Regulation (EU) No. 382 of 2014, the Issuer will publish a supplement to the Prospectus. The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, guaranteed by the Guarantor and will rank pari passu without preference among themselves and (save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding. In the event of a compulsory winding-up of the Issuer, any funds realised and payable to the Bondholders will be collected by the Guarantor on their behalf. CREDEM CB S.r.l. (the "Guarantor") has guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee (the "Guarantee") which is backed by a pool of assets (the "Cover Pool") made up, in respect of the Initial Portfolio, of residential mortgage loans and, in respect to any Subsequent Portfolio of residential and/or commercial mortgage loans and possibly of other Eligible Assets (including Public Assets within the limit of 10% of the Cover Pool, provided that such limit may be temporarily exceeded if necessary in order to cure a breach of Tests) assigned and to be assigned to the Guarantor by the Issuer. Recourse against the Guarantor under the Guarantee is limited to the Cover Pool. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the competent authority in the Grand Duchy of Luxembourg for the purposes of the Directive 2003/71/EC which includes amendments made by Directive 2010/73/EU (the "Prospectus Directive"), as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving information with regard to the issue of Covered Bonds under the Programme during the period 12 months after the date hereof. By approving the Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Law on prospectuses for securities. Application has been made for Covered Bonds issued under the Programme during the period of 12 months from the date of this Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC. The Programme also permits Covered Bonds to be issued on the basis that (i) they will 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 or (ii) they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system. An investment in Covered Bonds issued under the Programme involves certain risks. See the section entitled "Risk Factors" of this Prospectus for a discussion of certain risks and other factors to be considered in connection with an investment in the Covered Bonds. The Covered Bonds will be issued in dematerialised form, or in registered form (the "Registered Covered Bonds"). Covered Bonds issued in dematerialised form will be held on behalf of their ultimate owners by Monte Titoli S.p.A. whose registered office is in Milan, at Piazza degli Affari, No.6, Italy, ("Monte Titoli") for the account of the relevant Monte Titoli account holders. Monte Titoli will also act as depository for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"). The Covered Bonds issued in dematerialised form will at all times be held in book entry form and title to the Covered Bonds will be evidenced by book-entries in accordance with the provisions of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented (the "Financial Laws Consolidated Act") and implementing regulations and with the joint regulation of the Commissione Nazionale per le Società e la Borsa ("CONSOB") and the Bank of Italy dated 22 February 2008 and published in the Official Gazette of the Republic of Italy (Gazzetta Ufficiale della Repubblica Italiana) No. 54 of 4 March 2008, as subsequently amended and supplemented. No physical document of title will be issued in respect of the Covered Bonds issued in dematerialised form. The Covered Bonds will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in Condition 6 (Redemption and Purchase)). Unless previously redeemed in full in accordance with the Conditions, the Covered Bonds of each Series will be redeemed at their Final Redemption Amount on the relevant Maturity Date (or, as applicable, the Extended Maturity Date), subject as provided in the relevant Final Terms. As at the date of this Prospectus, payments of interest and other proceeds in respect of the Covered Bonds may be subject to withholding or deduction for or on account of Italian substitute tax, in accordance with Italian Legislative Decree No. 239 of 1 April 1996 (the "Decree No. 239"), as amended and supplemented from time to time, and any related regulations. Upon the occurrence of any withholding or deduction for or on account of tax from any payments under any Series of Covered Bonds, neither the Issuer nor any other person shall have any obligation to pay any additional amount(s) to any holder of Covered Bonds of any Series. For further details see the section entitled "Taxation". Each Series of Covered Bonds may or may not be assigned a rating by one or more Rating Agencies. Each Series of Covered Bonds issued under the Programme, if rated, is expected to be assigned, unless otherwise stated in the applicable Final Terms, a rating as specified in the relevant Final Terms by any rating agency which may be appointed from time to time by the Issuer in relation to any issuance of Covered Bonds or for the remaining duration of the Programme, to the extent that any rating agency at the relevant time provides ratings in respect of any Series of Covered Bonds. Whether or not each credit rating applied for in relation to the relevant Series of Covered Bonds will be issued by a credit rating agency established in the European Union and registered under (EC) No.1060/2009, as amended from time to time, including also by Regulation (EC) No. 462/2013 and Regulation (EC) No. 513/2011 (as amended, the “CRA Regulation") will be disclosed in the Final Terms. The credit ratings included or referred to in this Prospectus have been issued by Moody's Investor Service Limited ("Moody's") and/or by Fitch Italia – Società Italiana per il Rating S.p.A. ("Fitch" and, together with Moody's, the "Rating Agencies" and, each of them, a "Rating Agency"), which is established in the European Union and is registered under the CRA Regulation. As such Moody's and Fitch 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 such CRA Regulation. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating established in the European Union and registered under the CRA Regulation. A credit rating, if provided, is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency and each rating agency shall be evaluated independently of any other. ARRANGER AND DEALER BARCLAYS The date of this Prospectus is 10 November 2015. - ii - This Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
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