28 March 2013

DRAWDOWN PROSPECTUS

DUNIA CAPITAL B.V. (Incorporated with limited liability in the Netherlands and having its corporate seat in Amsterdam, the Netherlands) EUR 5,000,000,000 Programme for the issue of Notes and the making of Alternative Investments

Issue of

Series 2013-1 EUR 125,000,000 Fixed Rate Limited Recourse Notes due 2035 (the “Notes”)

This Drawdown Prospectus comprises a Prospectus for the purposes of article 5.3 of the Prospectus Directive (Directive 2003/71/EC) (as amended by Directive 2010/73/EU) (the “Prospectus Directive”).

Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg act dated 10 July 2005 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilieres) (the “Prospectus Act 2005”) for the approval of this Drawdown Prospectus. The CSSF assumes no responsibility as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005.

Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market, which is regulated by Directive 2004/39/EC on Markets in Financial Instruments, and listed on the Official List of the Luxembourg Stock Exchange.

The Issuer accepts responsibility for the information contained in this Drawdown Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Drawdown Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Netherlands: the Notes may not be offered, sold or delivered in the Netherlands to anyone other than qualified investors (as defined in the Prospectus Directive).

This Drawdown Prospectus and any document incorporated by reference therein are available on the website of the Luxembourg Stock Exchange (www.bourse.lu).

The attention of investors is drawn to “Risk Factors” on page 3.

Arranger Banca IMI

016/054360-00125/MAD/MAD FRG(ROM7W18619)1 L_LIVE_EMEA2:7549795v10 TABLE OF CONTENTS

RISK FACTORS...... 3

GENERAL DESCRIPTION 4

DOCUMENTS INCORPORATED BY REFERENCE ...... 6

CONTRACTUAL TERMS OF THE NOTES ...... 8

DESCRIPTION OF THE SWAP COUNTERPARTY ...... 28

GENERAL INFORMATION ...... 31

016/054360-00125/MAD/MAD FRG(ROM7W18619) 2 L_LIVE_EMEA2:7549795v10 RISK FACTORS

Words and expressions defined in the section of this Drawdown Prospectus headed “Terms and Conditions” and in the Base Prospectus shall have the same meaning in this Risk Factors section.

The considerations set out in this Risk Factors section are in addition to the considerations described under the heading “Risk Factors” on pages 22 to 33 of the Base Prospectus. Prospective purchasers of the Notes should have particular regard to the considerations described under the heading “Risk Factors” on pages 22 to 33 of the Base Prospectus in addition to the considerations set out in this Risk Factors section. Terms used in this section and not otherwise defined shall have the meaning to them given in the section headed “Contractual Terms of the Notes”.

Consequence of certain tax events

Following the occurrence of any Adverse Tax Event as a result of the occurrence of any Tax Event (as defined in the Charged Agreement) under the Charged Agreement, and provided that a Mandatory Redemption Event has not occurred, in respect of the first Interest Payment Date following a Swap Tax Event Grace Period End Date in respect of a Swap Tax Event Grace Period, where the Swap Counterparty has paid a Swap Gross Up Amount to the Issuer within such Swap Tax Event Grace Period, then on each subsequent Interest Payment Date, where the Gross Up Deduction Amount is more than zero the Interest Amount, such Interest Amount shall be reduced by the Gross Up Deduction Amount and Noteholders will receive less than the Interest Amount that was scheduled to be paid.

In the period beginning four months prior to the Maturity Date and ending on, and including, the Maturity Date, where, as determined by the Determination Agent, the relevant Gross Up Deduction Amount exceeds (or will exceed), the Interest Amount payable in respect of the Maturity Date and a Note, a Mandatory Redemption Event will occur and the Notes will be redeemed. In such circumstances, the Charged Assets will be sold and the proceeds of sale will be used to calculate the Early Redemption Amount. If the Charged Assets are sold at a price lower than their principal amount for any reason and/or the settlement amount determined with respect to the termination of the Charged Agreement is an amount payable to the Swap Counterparty by the Issuer, it is likely that Noteholders will receive substantially less than the outstanding principal amount of their Notes and they may receive nothing at all.

The Authorised Representative may exercise discretions which may affect the rights of Noteholders

The Authorised Representative (initially AXA MPS Assicurazioni Vita S.P.A.) is provided with (i) daily information on the assets held by the Custodian on behalf of the Issuer (including the Charged Assets and any collateral received or delivered pursuant to the Charged Agreement) by the Custodian and on the mark-to-market valuation of the Asset Swap Transaction by the Custodian or by the Swap Counterparty and (ii) weekly (and at the end of each month) indicative valuations of the Notes by the Arranger (or by the Custodian) and has the right to exercise certain discretions which may affect the rights of Noteholders. In particular, the Authorised Representative may dispute the making of certain determinations with respect to the Notes, which may affect the market value of the Notes. Noteholders should be aware that the Authorised Representative may act in a way which is detrimental to the interests of any particular Noteholder. The Constituting Instrument contains provisions permitting in certain circumstances the Authorised Representative to bind all Noteholders, including Noteholders who disagree with an action or decision of the Authorised Representative.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 3 L_LIVE_EMEA2:7549795v10 GENERAL DESCRIPTION

Nature of the Notes

The Notes are designed to enable Noteholders: (i) to receive a fixed interest rate and (ii) to be repaid at the Scheduled Redemption Amount at the maturity of the Notes. The payments of interest and principal under the Notes are subject to the Issuer having received corresponding payments from the Charged Assets and/or the Charged Agreement (in respect of which, see the sections headed “Charged Assets” and “Charged Agreement” below).

The Notes will provide exposure, amongst other things, to the credit risk of each of the Issuer, the Swap Counterparty and the Charged Assets. In particular, Noteholders are able to participate in the performance of the Charged Assets with certain interest rate risks being hedged via the Charged Agreement. This section provides a brief overview of how each of these risks operate, as each will affect whether and how much interest and principal is paid to investors, and of the structure of the Notes.

Transaction Structure

The money raised by the Issuer from the initial sale of the Notes shall be used by the Issuer, together with payments it receives on the Issue Date under the Charged Agreement, to purchase the Charged Assets pursuant to the Charged Asset Sale Agreement. The Charged Assets, any eligible credit support received from the Swap Counterparty pursuant to the Credit Support Annex and any amounts received from the Swap Counterparty pursuant to the Charged Agreement form the principal assets of the Issuer which constitute the Collateral for the Notes.

The amount of the Charged Assets acquired by the Issuer will be sufficient to ensure that it is in a position to meet its obligation under the Notes and the Charged Agreement.

Prior to any early redemption of the Notes, the Issuer finances interest payments in respect of the Notes pursuant to the Charged Agreement by paying to the Swap Counterparty the interest payments that it receives under the Charged Assets and in return receiving from the Swap Counterparty amounts equal the Issuer's interest payments in respect of the Notes.

On the Maturity Date of the Notes, the Charged Assets are scheduled to be redeemed by the issuer thereof. On the Maturity Date of the Notes, the Issuer finances the Scheduled Redemption Amount in respect of the Notes pursuant to the Charged Agreement by delivering to Swap Counterparty the Charged Assets (or paying the full redemption proceeds thereof to the Swap Counterparty) and in return receiving from the Swap Counterparty an amount equal the Scheduled Redemption Amount of the Notes.

Charged Assets

On or about the Issue Date, the Issuer will use the proceeds of the issue and payments it receives under the Charged Agreement to purchase the Charged Assets pursuant to the Charged Assets Sale Agreement. The Charged Assets will be constituted by EUR 125,000,000 principal amount of the EUR 13,077,270,000 2.35% treasury bonds (Buoni del Tesoro Poliennali) due 15 September 2035 issued by the Republic of Italy (ISIN: IT0003745541). The maturity date of the Charged Assets is 15 September 2035. The Charged Assets were issued by the Republic of Italy pursuant to a decree of the Italian Ministry of Finance dated 20 October 2004.

Further information in relation to the issuer of the Charged Assets is set out in the section headed “The Charged Assets” at pages 130 to 133 of the Base Prospectus.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 4 L_LIVE_EMEA2:7549795v10 Charged Agreement

On the Issue Date, the Issuer will enter into the Charged Agreement with the Swap Counterparty. The Charged Agreement with respect to the Notes is the International Swaps and Derivatives Association, Inc. 1992 form of Master Agreement (Multicurrency – Cross Border) and a schedule thereto dated the Issue Date between the Issuer and Intesa Sanpaolo S.p.A. (the “Swap Counterparty”), which the Issuer and the Swap Counterparty have entered into by executing the Constituting Instrument (the “ISDA Master Agreement”) as supplemented by a confirmation (the “Confirmation”) relating to an asset swap transaction between the Issuer and the Swap Counterparty (the “Asset Swap Transaction”) and a credit support annex to the ISDA Master Agreement (the “Credit Support Annex”), each entered into on the Issue Date. Further information on the Swap Counterparty can be found in the section headed “Description of the Swap Counterparty” below. The Charged Agreement is an asset swap transaction related to the Notes and the Charged Assets and for the purposes of which both the Issuer and the Swap Counterparty undertake to make periodic payments. The payments which the Swap Counterparty undertakes to make under the Charged Agreement equal the Issuer's interest payments in respect of the Notes. In return, the Issuer will pay to the Swap Counterparty the interest payments that it receives under the Charged Assets.

The principal purpose of the Charged Agreement is to ensure that, prior to any early redemption of the Notes, the income received by the Issuer from the Charged Assets is exchanged for an income stream that matches the amounts to be paid under the Notes.

In order to secure the performance of the Issuer’s and the Swap Counterparty’s obligations under the Charged Agreement, a Credit Support Annex will be entered into by the Issuer and the Swap Counterparty on the Issue Date pursuant to which eligible credit support may, from time to time, be delivered by such Swap Counterparty to the Custodian in order to collateralise the Swap Counterparty’s exposure to the Issuer or may be delivered by the Custodian (on behalf of the Issuer) to the Swap Counterparty in order to collateralise the Issuer’s exposure to the Swap Counterparty. The amount of the eligible credit support posted by the Swap Counterparty and/or eligible credit support comprising the Charged Assets posted by the Issuer may be adjusted from time to time pursuant to the terms of the Credit Support Annex. The obligation of the Issuer to deliver eligible credit support comprising the Charged Assets to the Swap Counterparty under the Credit Support Annex is limited to the amount of Charged Assets held by the Issuer from time to time.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 5 L_LIVE_EMEA2:7549795v10 DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have previously been published on the website of the Luxembourg Stock Exchange (www.bourse.lu), are incorporated in and form a part of this Drawdown Prospectus:

(a) the Base Prospectus dated 14 September 2012 (the “Base Prospectus”) which has previously been approved by the CSSF and published;

(b) the Articles of Association of the Issuer, which have previously been published and have been filed with the CSSF; and

(C) Dunia Capital B.V. 2012 Financial Statements.

The table below sets out the relevant page references for the information incorporated herein by reference:

Information incorporated by reference Page reference

From the Base Prospectus:

Overview of the Programme Pages 8 to 21

Risk Factors Pages 22 to 33

Information incorporated by reference Pages 34 to 35

Terms and Conditions of the Notes Pages 37 to 91

Summary of provisions relating to Notes while in global form Pages 124 to 129

The Charged Assets Pages 130 to 133

The Charged Assets Sale Agreement Page 134

Custody Arrangements Page 135

Description of Charged Agreements Page 136

Description of the Issuer Pages 138 to 140

Description of the transaction parties Pages 141 to 142

Taxation Pages 145 to 150

Subscription and Sale Pages 151 to 158

General Information Pages 159 to 160 From the Dunia Capital B.V. 2012 Financial Statements:

Report of the management 3-5

Financial statements (balance sheet, income statement, statement of 6-17 changes in equity, cash flow statement, notes to the financial statements)

016/054360-00125/MAD/MAD FRG(ROM7W18619) 6 L_LIVE_EMEA2:7549795v10 Other information 18

Auditor’s report 20-21

The information incorporated by reference that is not included in the cross-reference list, is considered as additional information and is not required by the relevant schedules of the Regulation (EC) 809/2004 (the “Prospectus Regulation”).

016/054360-00125/MAD/MAD FRG(ROM7W18619) 7 L_LIVE_EMEA2:7549795v10 CONTRACTUAL TERMS OF THE NOTES

The Notes have the terms as set out in this section of this Drawdown Prospectus (the “Terms”), which will complete and modify the terms and conditions (the “Master Conditions”) included by reference into the Constituting Instrument for the Notes and reproduced in the Base Prospectus and any reference herein to a “Condition” shall be to a Condition of the Master Conditions. For the avoidance of doubt, the Additional Terms set out in Part C below shall form part of the Terms. Unless otherwise defined herein, words and expressions defined in the Master Conditions will bear the same meanings in this Drawdown Prospectus. Terms used in these Terms shall have the same meanings for the purposes of the Master Conditions.

References in the Base Prospectus to “Final Terms” shall, in relation to the Notes, be read and construed as references to this Drawdown Prospectus. This Drawdown Prospectus must be read in conjunction with the Base Prospectus. Full information on the Issuer and the Notes is only available on the basis of the combination of this Drawdown Prospectus, the Master Conditions and the Base Prospectus. The Base Prospectus is available for viewing during normal business hours at Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands and copies may be obtained from Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands.

The Base Prospectus is also available on the website of the Luxembourg Stock Exchange (www.bourse.lu).

PART A – CONTRACTUAL TERMS

1. Additional Parties:

Determination Agent: Banca IMI S.p.A.

Interest Calculation Agent: Banca IMI S.p.A.

2. Series details:

(i) Series Number: 2013-1.

(ii) Tranche Number: Not applicable.

(iii) Date on which the Notes Not applicable. become fungible:

(iv) Type and class of the The Notes are Fixed Rate Notes. Notes:

3. Specified Currency or Euro (“euro”, “EUR”,”€”). Currencies:

4. Issue Price: 100 per cent.

5. Denominations:

(i) Authorised EUR 100,000. Denominations:

(ii) Calculation Amount: EUR 100,000.

6. Issue Date: 28 March 2013

016/054360-00125/MAD/MAD FRG(ROM7W18619) 8 L_LIVE_EMEA2:7549795v10 7. Maturity Date: 15 September 2035

8. Interest Basis: Fixed Rate

9. Put/Call Options: Noteholder option – Condition 7(g)(1) is applicable

Issuer option – Condition 7(g)(2) is not applicable

10. Date approval for issuance of 26 March 2013 Notes obtained:

11. Charged Agreement: The Charged Agreement with respect to the Notes is the International Swaps and Derivatives Association, Inc. 1992 form of Master Agreement (Multicurrency – Cross Border) and a schedule thereto dated the Issue Date between the Issuer and Intesa Sanpaolo S.p.A. (the “Swap Counterparty”), which the Issuer and the Swap Counterparty have entered into by executing the Constituting Instrument (the “ISDA Master Agreement”) as supplemented by a confirmation (the “Confirmation”) relating to an asset swap transaction between the Issuer and the Swap Counterparty (the “Asset Swap Transaction”) and a credit support annex to the ISDA Master Agreement (the “Credit Support Annex”), each entered into on the Issue Date.

12. Additional Charging Not applicable. Instrument:

13. Priority: For the purposes of Condition 4(d), Adjusted Swap Counterparty Priority is applicable.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Provisions Relating to Interest Payable on the Notes:

(i) Interest Commencement Issue Date. Date:

(ii) Accrual: Adjusted Interest Accrual is applicable.

(iii) Minimum Interest Rate: Not applicable.

(iv) Maximum Interest Rate: Not applicable.

15. Fixed Rate Note Provisions: Applicable.

(i) Interest Rate: 6.01 per cent. per annum, subject to paragraph 9 of

016/054360-00125/MAD/MAD FRG(ROM7W18619) 9 L_LIVE_EMEA2:7549795v10 Part C.

(ii) Interest Payment Dates: 15 September in each year, commencing on, and including, 15 September 2013 and ending on, and including, the Maturity Date, subject in each case to adjustment in accordance with the Business Day Convention.

(iii) Interest Periods: Unadjusted Interest Periods applicable.

(iv) Interest Accrual Dates: 15 September in each year, commencing on, and including, 15 September 2013 and ending on, and including, 15 September 2035.

(v) Fixed Coupon Not applicable. Amount(s):

(vi) Broken Amount(s): Not applicable.

(vii) Relevant Business Day: A day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London and a day on which the TARGET System is open.

(viii) Day Count Fraction: Actual/Actual ICMA

(ix) Business Day Modified Following Business Day Convention Convention:

(x) Step-up: Not applicable.

(xi) Step-up Dates: Not applicable.

(xii) Step-up Rate: Not applicable.

(xiii) Step-down: Not applicable.

(xiv) Step-down Dates: Not applicable.

(xv) Step-down Rate: Not applicable.

16. Floating Rate Note Not applicable. Provisions:

17. Zero Coupon Note Provisions: Not applicable.

18. Variable Coupon Note Not applicable. Provisions:

016/054360-00125/MAD/MAD FRG(ROM7W18619) 10 L_LIVE_EMEA2:7549795v10 PROVISIONS RELATING TO REDEMPTION

19. Call/Put Option: Noteholder option – Condition 7(g)(1) is applicable

Issuer option – Condition 7(g)(2) is not applicable

(i) Optional Redemption Any Relevant Business Day from, and including, Date(s): the Issue Date up to, and including, the Maturity Date.

(ii) Noteholder Optional The amount determined in accordance with Redemption Amount(s) of paragraph 5 of Part C below. each Note:

(iii) Issuer Optional Not applicable Redemption Amount(s) of each Note:

(iv) If redeemable in part: Applicable

20. Scheduled Redemption Amount of each Note:

(i) Redemption in cash: EUR 100,000 per Calculation Amount

(ii) Redemption by delivery of Condition 7(f)(6) is not applicable. Charged Assets: Optional Redemption in Kind is not applicable.

Mandatory Redemption in Kind is not applicable.

Credit Support Inclusive is not applicable.

21. Mandatory Redemption:

(i) Charged Assets Applicable. Acceleration:

(ii) Charged Assets Payment Applicable. Default:

(iii) Charged Assets Not applicable. Termination:

(iv) Additional Mandatory A Gross-up Excess Trigger Event shall be an Redemption Event: Additional Mandatory Redemption Event for the purposes of Condition 7(b)(4).

“Gross-up Excess Trigger Event” means in respect of the Maturity Date and a Note, the relevant Gross Up Deduction Amount (as defined in Part C below) does exceed (or will exceed), each as determined by the Determination Agent the Interest Amount payable in respect of such date and such Note. The Gross Up Excess Trigger Event may only occur in the period beginning on,

016/054360-00125/MAD/MAD FRG(ROM7W18619) 11 L_LIVE_EMEA2:7549795v10 and including, the date four months prior to the Maturity Date and ending on, and including, the Maturity Date.

22. Redemption on Termination of Condition 7(c) shall apply. Charged Agreement:

(i) Swap Counterparty Applicable. Novation:

(ii) Noteholder Novation Applicable. Consent:

(iii) Swap Replacement 30 Relevant Business Days. Period:

23. Redemption for taxation: Condition 7(d) shall apply.

24. Early Redemption of Zero Condition 7(e) shall not apply. Coupon Notes:

25. Redemption by Instalments: Condition 7(j) shall not apply.

26. Maximum/Minimum Redemption Not applicable. Amounts:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27. Notes issued in bearer or Bearer registered form:

28. New Global Note: No

29. New Safekeeping Structure: No

30. Whether Notes will be TEFRA TEFRA D Notes C Notes or TEFRA D Notes:

31. Provisions in relation to Applicable Bearer Notes:

(i) Provisions for exchange of The Temporary Global Note shall be exchangeable Temporary Global Note: for a Permanent Global Note on or after 40 days from the Issue Date (or such later date as may be determined to be the Exchange Date in accordance with the terms of such Temporary Global Note) upon certification as to non-U.S. beneficial ownership.

(ii) Provisions for exchange of The Permanent Global Note shall be exchangeable Permanent Global Note: for definitive bearer Notes in the limited circumstances set out in Condition 1(a)(1).

32. Provisions in relation to Not applicable. Registered Notes:

33. Talons to be attached to the No Notes and, if applicable, the

016/054360-00125/MAD/MAD FRG(ROM7W18619) 12 L_LIVE_EMEA2:7549795v10 number of Interest Payment Dates between the maturity for each Talon:

34. Additional Financial Centre(s) Not applicable. or other special provisions relating to Payment Dates:

35. Further issues: Condition 16(b) is applicable and therefore Further Notes may be issued subject to the provisions of Condition 16.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 13 L_LIVE_EMEA2:7549795v10 PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING:

Application for admission to trading on the regulated market of the Luxembourg Stock Exchange has been made and to be listed on the Official List of the Luxembourg Stock Exchange.

2. ESTIMATE OF TOTAL EXPENSES RELATED TO ADMISSION TO TRADING:

The total expenses related to the admission to trading are approximately EUR 11,985.

3. RATING:

As at the Issue Date, the Notes are not rated.

The Notes may be rated by one of Moody’s Investors Service Limited (“Moody’s”), Standard & Poor’s Credit Market Services Europe Limited (“S&P”), Fitch Ratings Limited (“Fitch”) or DBRS Ratings Limited (“DBRS”) after the Issue Date - see paragraph 9 of Part C.

Moody’s, S&P, Fitch and DBRS are established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended by Regulation 513/2011/EU) (the “CRA Regulation”) as evidenced by the list dated 20 March 2013 published by ESMA in accordance with Article 18(3) of the CRA Regulation. Such list is available on the website of the ESMA: http://www.esma.europa.eu/page/List-registered- and-certified-CRAs.

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE:

Save as discussed in “Subscription and Sale” in the Programme Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

5. YIELD:

Indication of yield: 6.01 per cent. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. HISTORIC INTEREST RATES

016/054360-00125/MAD/MAD FRG(ROM7W18619) 14 L_LIVE_EMEA2:7549795v10 Not applicable

7. OPERATIONAL INFORMATION

ISIN Code: XS0897294087

Common Code: 089729408

Clearing system(s): Euroclear Bank S.A./N.V. Clearstream Banking, société anonyme Intended to be held in a manner No. which would allow Eurosystem eligibility:

Depositary Account: The Charged Assets will be delivered to the Custodian and held on behalf of the Issuer in Depositary Account number 14038.

8. INFORMATION IN RELATION TO THE CHARGED ASSETS

(i) Legal jurisdiction by which The Charged Assets are governed by the laws of the Charged Assets are Italy. governed:

(ii) Legal nature of the The Charged Assets are the EUR 13,077,270,000 Charged Assets: 2.35% treasury bonds (Buoni del Tesoro Poliennali) due 15 September 2035 issued by the Republic of Italy (ISIN: IT0003745541).

(iii) Expiry or maturity date(s) The maturity date of the Charged Assets will be 15 of the Charged Assets: September 2035.

(iv) The amount of the On issue the aggregate principal amount of the Charged Assets: 2.35% treasury bonds (Buoni del Tesoro Poliennali) due 15 September 2035 issued by the Republic of Italy (ISIN: IT0003745541) which constitute the Charged Assets was EUR 4,000,000,000. The aggregate principal amount has been increased, in aggregate, by a further EUR 9,077,270,000 principal amount of the Charged Assets.

When purchased by the Issuer pursuant to the Charged Assets Sale Agreement, the Charged Assets will have a principal amount of EUR 125,000,000.

(v) The loan to value ratio or When purchased by the Issuer pursuant to the collateralisation level: Charged Assets Sale Agreement, the Charged Assets will have a principal amount of EUR 125,000,000 which will be equal to 100 per cent. of the principal amount of the Notes on issue.

(vi) Method of origination or The Charged Assets were issued by the Republic creation of the Charged of Italy pursuant to a decree of the Italian Ministry Assets: of Finance dated 20 October 2004.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 15 L_LIVE_EMEA2:7549795v10 (vii) Issuer of the Charged The Republic of Italy Assets:

(viii) Material relationships Other than the payment of fees and normal between the Issuer and payments in connection with the Notes and save as the Republic of Italy: mentioned in paragraph 4 of Part B above, the Issuer has no material relationships with the Republic of Italy.

9. POST-ISSUANCE INFORMATION The Issuer does not intend to provide any post- issuance transaction information in relation to the Notes to be admitted to trading and the performance of the Charged Assets, except if required by any applicable laws and regulations.

10. INFORMATION IN RELATION TO The Interest Calculation Agent is Banca IMI S.p.A. THE INTEREST CALCULATION AGENT Banca IMI S.p.A.’s registered office is located in Milan at Largo Mattioli 3, Italy and it is registered in the companies register of Milan under No. 04377700150 and with Bank of Italy pursuant to article 13 of the Consolidated Banking Act under No. 5570.

Banca IMI S.p.A., or with short name, IMI S.p.A. (“Banca IMI”) is incorporated as a joint stock company (Società per Azioni or S.p.A.) under the laws of the Republic of Italy. It is the result of various reorganisations and mergers, the most recent of which is the merger by incorporation of the entity formerly known as Banca IMI S.p.A., investment bank of the formerly known Sanpaolo IMI banking group, into Banca Caboto S.p.A., investment bank of the formerly known Banca Intesa banking group, who changed its name to Banca IMI S.p.A. upon the merger.

Such merger became effective on 1 October 2007 (the “Merger”).

Originally, Banca IMI was composed of the securities houses operating respectively under the name of Caboto Sim - Società di Intermediazione Mobiliare S.p.A. and Caboto Società di Intermediazione Mobiliare S.p.A. subsequently merged into an incorporating entity named Banca Primavera S.p.A., which changed its name to Banca Caboto S.p.A. and became a bank on 1 January 2004. The Merger has been a part of the reorganization process which involved the formerly known Banca Intesa and Sanpaolo IMI banking groups whose parent companies, formerly named Banca Intesa S.p.A. and Sanpaolo IMI S.p.A., merged with effect as of 1 January 2007 and changed name to Intesa Sanpaolo S.p.A.

Banca IMI is a fully owned (100 per cent.)

016/054360-00125/MAD/MAD FRG(ROM7W18619) 16 L_LIVE_EMEA2:7549795v10 subsidiary of Intesa Sanpaolo S.p.A. and is subject to the direction and co-ordination of Intesa Sanpaolo S.p.A. The Intesa Sanpaolo banking group is a full service Italian banking group that provides a wide range of retail and commercial banking and other financial services. Banca IMI’s activities focus on capital markets, capital management, structured finance and investment banking. Its activities are carried out in co- ordination with the Corporate and Investment Banking Division of its parent company, Intesa Sanpaolo S.p.A.

Banca IMI’s business is divided into four business divisions: Capital Markets, Investment Banking, Structured Finance and Finance & Investments.

The Capital Markets division operates as market maker for government bonds and leading Italian and European debt instruments and listed derivatives; it offers to clients the full range of trading and brokerage services in derivatives and cash instruments, specialised consultancy services for companies, banks and financial institutions in relation to the management of financial risks, assistance to banks and financial institutions in relation to the structuring of investment products targeted at retail customers, equity financing, securities lending and prime brokerage services and financial products placement.

The Finance & Investments division operates funding and treasury activities, as well as investment and proprietary portfolio management activities.

The Structured Finance division provides, to corporate borrowers, leveraged and acquisition finance lending services, project finance lending (in the Italian market and in international markets), tailor-made structured finance, securitisation services, special financing services, market risk management through syndication, market placement of syndicated transactions, real estate financial advisory and real estate structured financings.

The Investment Banking division provides placing and arranging services for equity, debt instruments and hybrid instruments as well as consultancy and advisory services in respect of merger, acquisition, divestment and restructuring transactions.

The information set out in paragraph 8 (“Information in Relation to the Charged Assets”) above has been extracted from the product note (scheda prodotto) relating to the Charged Assets issued by Borsa Italiana S.p.A. and, to the extent varied, is

016/054360-00125/MAD/MAD FRG(ROM7W18619) 17 L_LIVE_EMEA2:7549795v10 subject to and qualified entirely by the full terms of the Charged Assets once issued. No further or other responsibility in respect of such information is accepted by the Issuer. In particular, none of the Issuer, the Swap Counterparty, the Trustee, the Arranger, the Agents or any of their affiliates (each a Transaction Participant) has verified such information and, accordingly, none of them makes any representation or warranty, express or implied, as to its accuracy or completeness. None of the Transaction Participants has made any investigation of the intended obligor(s) in respect of the Charged Assets or has taken any steps to verify the validity and binding nature of the Charged Assets when issued. Prospective purchasers of the Notes should make their own investigation of the intended obligor(s) in respect of the Charged Assets (including, without limitation, with regard to its financial condition and creditworthiness) and the full terms of the Charged Assets.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 18 L_LIVE_EMEA2:7549795v10 PART C – ADDITIONAL TERMS

The amendments to the General Conditions specified below in this Part C shall, for the avoidance of doubt, only apply to the Notes to be issued under this Drawdown Prospectus.

The following additional conditions and definitions shall apply in respect of the Notes.

1. Condition 7(b) (Mandatory redemption)

Condition 7(b)(1) of the Master Conditions shall be amended to read as follows:

“If :

(1) “Charged Assets Acceleration” is specified as being applicable in the Drawdown Prospectus and any of the Charged Assets in respect of a Series or any amounts outstanding thereunder become due and repayable (in whole or in part) prior to their stated date of maturity or other date or dates for their payment or repayment;

(2) “Charged Assets Payment Default” is specified as being applicable in the Drawdown Prospectus and there is a payment default in respect of the Charged Assets after the expiration of any grace period applicable to such Charged Assets (as provided for in the terms and conditions of the Charged Assets as at the date such Charged Assets become a Charged Asset); or

(3) “Charged Assets Termination” is specified as being applicable in the Drawdown Prospectus and the Charged Assets comprise any agreement of the type contemplated in the definition herein of Charged Agreement and such agreement is terminated by any party thereto, in each case whether or not by reason of an event of default (howsoever described) thereunder; or

(4) any other event as may be specified as an “Additional Mandatory Redemption Event” in the Constituting Instrument has occurred, then the Determination Agent shall upon becoming aware of any such event or circumstance give notice thereof (the “Initial Notice”) to the Issuer, the Trustee and the Authorised Representative. Any failure or delay by the Determination Agent to serve the notice referred to above shall not constitute a waiver of the Determination Agent’s right to serve such a notice in respect of the relevant event or circumstance or in respect of any other event or circumstance.”.

2. Condition 7(c) (Redemption on termination of Charged Agreement)

Condition 7(c)(2) of the Master Conditions shall be amended to read as follows:

“If “Swap Counterparty Novation” is specified as being applicable in the Drawdown Prospectus and (i) an Event of Default (as defined in the Charged Agreement) occurs with respect to the Swap Counterparty or (ii) a Termination Event (as defined in the Charged Agreement) where the Swap Counterparty is the sole Affected Party (as defined in the Charged Agreement) occurs with respect to the Charged Agreement, the Swap Counterparty shall (if “Noteholder Novation Consent” is specified as being applicable in the Drawdown Prospectus, subject to the Authorised Representative consenting to such replacement in writing) attempt to transfer its rights and obligations to a replacement swap counterparty (such that the replacement Charged Agreement has economic terms no less beneficial to the Issuer than the Charged Agreement) within the Swap Replacement Period and in the event that no replacement swap counterparty enters into such a replacement Charged Agreement with the Issuer having economic terms no less beneficial for the Issuer itself within the Swap Replacement Period the Issuer shall terminate the Charged Agreement and the Issuer shall promptly give notice to the Trustee and the Swap Counterparty and the Notes shall become due and repayable as provided by Condition 7(f) (unless otherwise

016/054360-00125/MAD/MAD FRG(ROM7W18619) 19 L_LIVE_EMEA2:7549795v10 specified in the relevant Constituting Instrument or unless so requested by the Authorised Representative or an Extraordinary Resolution of the Noteholders). The Issuer shall give notice to the Noteholders in accordance with Condition 14 that the Notes will become due and repayable in accordance with Condition 7(f) (unless otherwise specified in the relevant Constituting Instrument) as soon as reasonably practicable after becoming aware of such event or circumstance.

For these purposes, “Swap Replacement Period” shall be period containing the number of Relevant Business Days specified in Drawdown Prospectus, commencing on the date on which the relevant Event of Default or Termination Event, as applicable, occurred.”.

3. Condition 7(d) (Redemption for taxation)

3.1 Condition 7(d)(1) of the Master Conditions shall be amended to read as follows:

“(1) If this Condition 7(d) is specified as being applicable in the Drawdown Prospectus and the Determination Agent determines that the Issuer, on the occasion of the next payment due in respect of the Notes, would be required by any new law, whose application date falls after the Issue Date, to withhold or account for tax or would suffer tax in respect of its income (including, where applicable, pursuant to laws requiring the deduction or withholding for, or on account of, any tax, duty or other charge whatsoever or pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof) so that it would be unable to make payment of the full amount due (other than in circumstances which give rise to a Withholding Requirement entitling the Noteholders by Extraordinary Resolution to declare the Notes due and repayable pursuant to Condition 7(d)(2) below) (an “Adverse Tax Event”), the Determination Agent shall upon becoming aware of any such event or circumstance give notice thereof to the Issuer, the Trustee and the Authorised Representative.

During the applicable ATE Grace Period the Issuer shall use all reasonable endeavours to:

(a) arrange the substitution of a company incorporated in another jurisdiction (approved in writing by the Trustee, the Authorised Representative, and the Swap Counterparty) as the principal debtor; and/or

(b) to discuss a restructuring of the Conditions of the Notes with the Authorised Representative (including, without limitation, discussions as to amending the payment obligations under the Notes and/or the Charged Agreement or any other agreement entered into pursuant to the Constituting Instrument to take into account any relevant taxes).

If, on the ATE Grace Period End Date, the Issuer is unable to arrange such substitution and/or such a restructuring approved in writing by the Authorised Representative has not occurred, then the Issuer shall forthwith give notice to the Trustee and the Notes shall become due and repayable as provided by Condition 7(f)(2) (unless otherwise specified in the relevant Constituting Instrument or unless so requested by an Extraordinary Resolution of the Noteholders). The Issuer shall give notice to the Noteholders in accordance with Condition 14 that the Notes are due and repayable in accordance with Condition 7(f)(2).

For these purposes:

“ATE Grace Period” means, in respect of an Adverse Tax Event, the period beginning on the date of the determination by the Interest Calculation Agent of the

016/054360-00125/MAD/MAD FRG(ROM7W18619) 20 L_LIVE_EMEA2:7549795v10 occurrence of such Adverse Tax Event (the “ATE Grace Period Start Date”) and ending on the date falling on the earlier to occur of (a) 3 months following the ATE Grace Period Start Date and (b) the Relevant Business Day immediately prior to the Maturity Date (the “ATE Grace Period End Date”).”.

3.2 The following shall be added as a new Condition 7(d)(4) of the Master Conditions:

“(4) Following the occurrence of any Adverse Tax Event as a result of the occurrence of any Tax Event (as defined in the Charged Agreement) under the Charged Agreement, and provided that a Mandatory Redemption Event has not occurred, in respect of the first Interest Payment Date following a Swap Tax Event Grace Period End Date in respect of a Swap Tax Event Grace Period, where the Swap Counterparty has paid a Swap Gross Up Amount to the Issuer within such Swap Tax Event Grace Period, then on each subsequent Interest Payment Date, where the Gross Up Deduction Amount is more than zero:

(a) if the Gross Up Deduction Amount is less than or equal to the Interest Amount due in respect of each Note, such Interest Amount shall be reduced by the Gross Up Deduction Amount (such reduction the “Gross-up Repayment”), and the Gross Up Deduction Amount shall then be equal to zero; or

(b) if the Gross Up Deduction Amount is more than the Interest Amount due (which shall also equal the Gross Up Repayment with respect to that Interest Payment Date) in respect of each Note, the Interest Amount paid by the Issuer per Note on such Interest Payment Date shall be zero and the Gross Up Deduction Amount shall be reduced by the Interest Amount due in respect of each Note on such Interest Payment Date.

For these purposes:

“Gross Up Deduction Amount” means, following the occurrence of any Adverse Tax Event as a result of the occurrence of any Tax Event (as defined in the Charged Agreement) under the Charged Agreement (and subject to any reductions made pursuant to (a) and (b) above), each Note’s pro rata share of any Swap Gross Up Deduction Amount.

“Swap Gross Up Deduction Amount” means, as of an Interest Payment Date, the aggregate of all Swap Gross Up Amounts paid by the Swap Counterparty to the Issuer under the Charged Agreement prior to such Interest Payment Date, plus accrued interest on such amount at EONIA Rate, calculated and compounded daily from (and including) the date of payment of the relevant Swap Gross Up Amounts to (but excluding) the date of deduction from the relevant scheduled Interest Amount.”.

4. Condition 7(f) (Redemption amount of the Notes)

For the purposes of Condition 7(f) (Redemption amount of the Notes), the Early Redemption Amount shall, notwithstanding any provision to the contrary in the Master Conditions, be an amount determined by the Determination Agent on the date that is three Relevant Business Days prior to the relevant Early Redemption Date (subject to the occurrence of an Adverse Realisation Event (as defined below)) being equal to the greater of:

(1) zero; and

(2) (a) the Charged Assets Bond Bid plus or minus (b) the Asset Swap Settlement Amount plus (c) the SPV Residual Provisions minus (d) the Unwind Costs.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 21 L_LIVE_EMEA2:7549795v10 “Charged Assets Bond Bid” means for each of the Charged Assets held by the Issuer or in the Credit Support Balance of the Issuer, the bid price that would be payable in respect of the Charged Asset on the date of determination, for an amount equal to the nominal amount being disposed, as determined by the Realisation Agent in accordance with the following procedure.

The Realisation Agent will attempt to obtain firm bid quotations from at least five dealers, provided that (A) at least four of the dealers shall not be an affiliate of the Realisation Agent and (B) if elected in advance by the Authorised Representative by written notice to the Realisation Agent, one of the dealers shall be the Authorised Representative and/or one dealer may be selected by the Authorised Representative) and further provided that:

(i) if at least two such quotations are available, the Realisation Agent will (subject to the Last Look Option (as defined in sub-paragraph (v) below)) sell the Charged Assets (or the relevant portion thereof in the event the Notes are being redeemed in part) at the highest quotation obtained and will transfer the proceeds to the Issuer for settlement as soon as it is practicable to do so following receipt of such proceeds and in any event on or before the date by which the Issuer must have effected settlement of the sale of any Charged Assets in order to comply with its obligations under the Notes (the “Realisation Date”), subject to the occurrence of an Adverse Realisation Event;

(ii) if the Realisation Agent is unable to obtain at least two firm bid quotations (as described above), then (a) an “Adverse Realisation Event” shall be deemed to have occurred and (b) on the next following Relevant Business Day and (to the extent necessary) on each Relevant Business Day thereafter until the tenth (10th) following Relevant Business Day thereafter (the “Dealer Quotation Period”), the Realisation Agent will attempt to obtain such quotations from at least five dealers provided that (A) at least four of the dealers shall not be an affiliate of the Realisation Agent and (B) if elected in advance by the Authorised Representative by written notice to the Realisation Agent, one of the dealers shall be the Authorised Representative and/or one dealer may be selected by the Authorised Representative;

(iii) if the Realisation Agent is able to obtain at least two such quotations on any single Relevant Business Day in the Dealer Quotation Period, then the Realisation Agent will (subject to the Last Look Option) sell the Charged Assets (or the relevant portion thereof in the event the Notes are being redeemed in part) at the highest quotation obtained and will transfer the proceeds to the Issuer for settlement as soon as it is practicable to do so following receipt of such proceeds and in any event on or before the Realisation Date;

(iv) if at the end of such Dealer Quotation Period the Realisation Agent has been unable to obtain at least two such quotations on any single Relevant Business Day, then if the Realisation Agent was able to obtain any single quotation, it will (subject to the Last Look Option) sell the Charged Assets and notify the Noteholders of such single quotation and will transfer the proceeds to the Issuer for settlement as soon as it is practicable to do so following receipt of such proceeds; and

(v) if the Realisation Agent has received the requisite number of quotations the Realisation Agent shall notify the Authorised Representative of the highest quotation or, in the case described in the above sub-paragraph (iv), the single quotation (such quotation the “Valid Quotation”) and the Authorised Representative shall have the option (the “Last Look Option”) to purchase all or the relevant part of the relevant Charged Assets on or before the relevant Realisation Date at a price equal to or greater than the Valid Quotation (to ensure that the Issuer receives the same net sale proceeds as if the relevant Charged Assets had been sold to the dealer which provided such quotation). Where the Realisation Agent notifies the Authorised Representative of the Valid Quotation before 2:00 p.m. on any Relevant Business Day, the Last Look Option must be exercised by 4:00 p.m. on such Relevant Business Day on which the Realisation Agent notifies the Authorised Representative of the Valid Quotation and if the Authorised Representative is notified by

016/054360-00125/MAD/MAD FRG(ROM7W18619) 22 L_LIVE_EMEA2:7549795v10 the Realisation Agent of the Valid Quotation on or after 2:00 p.m. on any Relevant Business Day, the Last Look Option must be exercised by 11:00 a.m. on the Relevant Business Day following such relevant day. The Realisation Agent will transfer the proceeds to the Issuer for settlement as soon as it is practicable to do so following receipt of such proceeds.

For the avoidance of doubt, whilst the Realisation Agent and the Authorised Representative may be a “dealer”, neither will be under any obligation to provide any firm bid quotation.

If an Adverse Realisation Event has occurred, then the relevant Realisation Date, the date on which the Early Redemption Amount will be determined by Determination Agent and the relevant Early Redemption Date will be postponed by the number of days required to complete the procedure to be followed for the determination of the Charged Assets Bond Bid described above.

“Asset Swap Settlement Amount” means, with respect to any date of determination, the amount (if any) that would be payable by the Swap Counterparty to the Issuer (expressed as a positive number) or by the Issuer to the Swap Counterparty (expressed as a negative number) pursuant to section 6(e) of the Charged Agreement if the Asset Swap Transaction were being terminated as of the date of determination, as determined by the Swap Calculation Agent in accordance with the terms of the Charged Agreement.

“SPV Residual Provisions” means, with respect to any date of determination:

(i) if the principal amount of the Notes being redeemed is less than 100 per cent. of the aggregate outstanding principal amount of the Notes, an amount equal to zero; or

(ii) if the principal amount of the Notes being redeemed is equal to 100 per cent. of the aggregate outstanding principal amount of the Notes, an amount equal to:

EUR 650,000 - Cap Day Count Fraction × EUR 28,929

where the “Cap Day Count Fraction” means the fraction determined in accordance with the Actual/Actual (ISDA) day count fraction for the period starting on, and including, the Issue Date and ending on, but excluding, the date for which the SPV Residual Provisions are being calculated.

“Unwind Costs” means all accrued, but unpaid, remuneration, fees, costs, charges, expenses, taxes and other amounts (if any) incurred by the Issuer, Trustee or any Agent (including any costs in relation to the realisation of the Charged Assets), incurred as a result of such early redemption, as determined by the Determination Agent in its sole and absolute discretion.

5. Condition 7(g)(1) (Noteholder option)

Condition 7(g)(1) of the Master Conditions shall be amended to read as follows:

“(1) Noteholder option

If this Condition 7(g)(1) is stated by the Drawdown Prospectusto be applicable, the Issuer shall, subject to compliance with all relevant laws, regulations and directives, (a) at the option of the holder of any Note redeem such Note or (b) at the option of the Authorised Representative acting with the consent of, and on behalf of, Noteholders holding in aggregate 100 per cent. of the outstanding principal amount of the Notes, redeem the Notes in whole or in part, on the date or dates specified for such purpose in the Drawdown Prospectus at Noteholder Optional Redemption Amount, together with interest accrued to the date fixed for redemption.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 23 L_LIVE_EMEA2:7549795v10 For these purposes, “Noteholder Optional Redemption Amount” means an amount determined by the Determination Agent on the date that is three Relevant Business Days prior to the relevant Noteholder Optional Redemption Date being equal to the greater of:

(1) zero; and

(2) (a) the Charged Assets Bond Bid plus or minus (b) the Asset Swap Settlement Amount plus (c) the SPV Residual Provisions minus (d) the Unwind Costs,

To exercise such option the Noteholder, or the Authorised Representative shall procure that all the Noteholders, as the case may be, must deposit the relevant Note or Notes with any Paying Agent (in the case of Bearer Notes) or the Registrar or any Transfer Agent (in the case of Registered Notes) at their respective specified offices, together with a duly completed notice of redemption (“Redemption Notice”) in the form obtainable from any Paying Agent (in the case of Bearer Notes) or from the Registrar or any Transfer Agent (in the case of Registered Notes) not more than 60 nor less than 5 days prior to the relevant date for redemption and provided that, in the case of any Note represented by a Global Note or a Global Registered Certificate registered in the name of a nominee for Euroclear or Clearstream, Luxembourg or an Alternative Clearing System, the Noteholder or the Authorised Representative, as the case may be, must deliver such Redemption Notice together with an authority to Euroclear or Clearstream, Luxembourg or the relevant Alternative Clearing System (in each case, as appropriate) to debit the Noteholders’ account(s) accordingly. No Note (or authority) so deposited may be withdrawn (except as provided in the Constituting Instrument) without the prior written consent of the Issuer.”.

6. Dispute provisions

The following shall be added as a new Condition 7(l) of the Master Conditions:

“(l) Dispute provisions

In respect of:

(i) any determination by the Determination Agent that an event as described in Condition 7(b) has occurred;

(ii) any determination by the Determination Agent that an Adverse Tax Event as described in Condition 7(d)(1) has occurred;

(iii) any determination by the Determination Agent of the Early Redemption Amount in accordance with paragraph 4 above for the purposes of Condition 7(f); or

(iv) any determination by the Determination Agent of the Noteholder Optional Redemption Amount in accordance with paragraph 5 above for the purposes of Condition 7(g)(1).

where the Authorised Representative disputes any such determination, which dispute cannot be resolved within three Relevant Business Days from the time such determination is notified to the Authorised Representative (whether in its capacity as Authorised Representative or Noteholder as the case may be) by the Determination Agent, then the Determination Agent and the Authorised Representative shall appoint three Independent Dealers (as defined below) (or, if the parties cannot agree on three, each party shall select an Independent Dealer, which dealers shall jointly appoint a third Independent Dealer), each to make a determination within two Relevant Business Days of such appointment. The Determination Agent and the Authorised Representative shall share equally the costs, fees and expenses (if any) of any Independent Dealers called upon to resolve a dispute and agree to waive any claim that they might otherwise have against any Independent

016/054360-00125/MAD/MAD FRG(ROM7W18619) 24 L_LIVE_EMEA2:7549795v10 Dealer for any determination, adjustment or calculation made in good faith pursuant to this provision.

In the event that at least one Independent Dealer provides a response as to the disputed matter within two Relevant Business Days of their respective appointments:

(a) if three Independent Dealers have provided a response as to the disputed matter and the majority of the responding Independent Dealers provided the same response, such response shall be binding on the parties for the disputed matter, in the absence of any manifest error; or

(b) if (i) three Independent Dealers have provided a response as to the disputed matter and two Independent Dealers did not provide the same response or (ii) two Independent Dealers have provided a response as to the disputed matter and such two Independent Dealers did not provide the same response, then, the responding Independent Dealers will jointly appoint a fourth (in the case of (i) above) or third (in the case of (ii) above) Independent Dealer (the “Resolver”), and the Resolver will select within two Relevant Business Days from the responses originally provided by the responding Independent Dealers, with the selected response being binding on the parties for the disputed matter, in the absence of any manifest error; or

(c) if only one Independent Dealer has provided a response as to the disputed matter, such response shall be binding on the parties for the disputed matter, in the absence of any manifest error.

If, after following the procedures in paragraphs (a), (b) and (c) above, a binding determination, adjustment or calculation is not achieved, the determination of the Determination Agent shall be binding.

On resolution of the dispute, the Determination Agent shall give notice (the “Resolution Notice”) of the resolved determination to the Issuer, the Trustee and the Authorised Representative.

On resolution of the dispute, the relevant parties shall be put in such position that they would have been in had the resolved determination been the disputed determination, provided that there shall be no compensation for any delay in making payments due to such payments being in dispute in accordance with this provision or for any interest that would have accrued on payments or otherwise had such payments been made in full on the scheduled date for payment.

“Independent Dealer” means a leading dealer in the relevant market that is not an affiliate of either of the parties or any other appointed Independent Dealer.

Following receipt of the Initial Notice from the Determination Agent (if the determination is not disputed) or following the receipt of the Resolution Notice from the Determination Agent (if the determination is has been disputed and resolved) the Notes shall become due and repayable as provided by Condition 7(f). The Issuer shall give notice to the Noteholders in accordance with Condition 14 and to the Swap Counterparty that the Notes will become due and repayable in accordance with Condition 7(f) as soon as reasonably practicable after the Issuer receives the Initial Notice or the Resolution Notice, as the case may be, from the Determination Agent of the occurrence of the relevant event or circumstance.”.

7. Condition 9 (Events of Default)

Condition 9(a) and (b) of the Master Conditions shall be amended to read as follows:

016/054360-00125/MAD/MAD FRG(ROM7W18619) 25 L_LIVE_EMEA2:7549795v10 “(a) if default is made for a period of 7 days or more in the payment of any sum due in respect of such Notes or any of them (save as specifically provided in these Conditions); or

(b) if the Issuer fails to perform or observe any of its other obligations under such Notes or the relevant Trust Deed and, if such failure is remediable, such failure continues for a period of 15 days (or such longer period as the Trustee may permit) next following the service by the Trustee on the Issuer of notice requiring the same to be remedied (and, for such purposes, any failure to perform or observe any obligation shall be deemed remediable notwithstanding that the failure results from not doing an act or thing by a particular time); or”.

8. Authorised Representative

The authorised representative for the purposes of these Terms and the Master Conditions (the “Authorised Representative”) shall be AXA MPS Assicurazioni Vita S.P.A. or such other person as may from time to time be appointed in writing by the holder(s) of not less than 90 per cent. in outstanding principal amount of the Notes and notified to the Issuer, the Swap Counterparty and the Determination Agent. For the avoidance of doubt, the Authorised Representative will act for and on behalf of and will bind all of the Noteholders and may be replaced with an alternative Authorised Representative upon such direction given in writing to the Issuer (with a copy to each Transaction Participant) by the holder(s) of not less than 90 per cent. in outstanding principal amount of the Notes. The Issuer and each Transaction Participant shall have no liability to any person for acting on the instructions of any person that they in good faith believe to be the Authorised Representative.

9. Rating

The Arranger shall use reasonable endeavours to discuss with one of Moody’s, S&P, Fitch or DBRS (the “Relevant Rating Agency”) in order to arrange for the Notes to be rated (at whatever rating the Relevant Rating Agency may determine to assign to the Notes) provided that the Arranger will be under no obligation whatsoever to procure the amendment any of the Conditions, any paragraph of the Final Terms, the Series Instrument or the Charged Agreement in order to attain any rating or at the request of the Relevant Rating Agency.

It may not be possible to obtain a rating from the Relevant Rating Agency. If no rating is obtained, the Notes will be regarded as unrated Notes for the purposes of the Conditions.

Any fees, costs and expenses associated with any rating of the Notes by the Relevant Rating Agency (“Rating Costs”) will be borne by the Authorised Representative and shall be notified by the Arranger to the Authorised Representative prior to the date on which any such rating is obtained so that the Authorised Representative will be able to determine whether or not to proceed with the obtaining of a rating.

Upon the receipt by the Authorised Representative of (i) confirmation from the Arranger that it is possible to obtain a rating of the Notes from the Relevant Rating Agency and (ii) the provisional Rating Costs, the Authorised Representative may elect by written notice to the Arranger within one Business Day of being notified of the the provisional Rating Costs that (A) it does not want to proceed with the obtaining of a rating of the Notes from the Relevant Rating Agency or (B) the Arranger should proceed with the obtaining of a rating of the Notes from the Relevant Rating Agency . If the Authorised Representative fails to make such an election within one Business Day of being notified of the provisional Rating Costs, it shall be deemed to have elected that it does not wish to proceed with obtaining an rating for the Notes.

If the Authorised Representative makes an election that the Arranger should proceed with the obtaining of a rating of the Notes from the Relevant Rating Agency, the Arranger shall use its reasonable efforts to arrange for the rating of the Notes by the Relevant Rating Agency. Prior to the Relevant Rating Agency assigning a rating to the Notes:

016/054360-00125/MAD/MAD FRG(ROM7W18619) 26 L_LIVE_EMEA2:7549795v10 (i) the Arranger and the Authorised Representative shall agree on the portion of the Rating Costs (which may be all or some only) which shall be recovered by way of a reduction of the Interest Rate (the “Relevant Reduction”) and the portion of the Rating Costs (which may be all or some only) which shall be recovered by way of a payment by the Autorised Representative to the Arranger; and

(ii) upon agreement being reached in accordance with (i) above, the Arranger shall proceed to obtain the rating of the Notes from the Relevant Rating Agency and with effect from the start of the next following Interest Period, the Interest Rate shall be reduced by the Relevant Reduction;

(iii) where necessary, the Confirmation relating to the Asset Swap Transaction shall be amended and restated in order to reflect the reduction in the Interest Rate by the Relevant Reduction and the corresponding reduction in the payment obligations of the Swap Counterparty thereunder (and such amendment and restatement shall be made subject to the consent of the Trustee only but shall not require the passing of any Extraordinary Resolution by the Noteholders);

(iv) upon the rating being obtained (a “Rating Trigger Event”), the Notes will be regarded as rated Notes for the purposes of the Conditions.

The Arranger shall notify the Issuer, the Swap Counterparty, the Trustee, the Agents and the Noteholders of the election of the Authorised Representative as described above (or any failure to make such an election), the occurrence of a Rating Trigger Event, the Relevant Reduction and the new Interest Rate.

If no Rating Trigger Event occurs by 31 December 2013, the Arranger shall be under no further obligation in relation to the obtaining of any rating for the Notes.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 27 L_LIVE_EMEA2:7549795v10 DESCRIPTION OF THE SWAP COUNTERPARTY

History and organisation of the Group

Intesa Sanpaolo Origins

Intesa Sanpaolo S.p.A. (“Intesa Sanpaolo”) is the result of the merger by incorporation of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A. (effective 1 January 2007).

Banca Intesa S.p.A.

Banca Intesa S.p.A. was originally established in 1925 under the name of La Centrale and invested in the business of the production and distribution of electricity. After the nationalisation of companies in this sector in the early 1960s the company changed its name to La Centrale Finanziaria Generale, acquiring equity investments in various companies in the banking, insurance and publishing sector. The company merged by incorporation with Nuovo Banco Ambrosiano in 1985 and assumed its name and constitutional objects. Following the acquisition of Cassa di Risparmio delle Provincie Lombarde S.p.A. ("Cariplo") in January 1998, the Intesa Sanpaolo Group's name was changed to Gruppo Banca Intesa. Then, in 2001, Banca Commerciale Italiana S.p.A. was merged into the Gruppo Banca Intesa and the group's name was changed to "Banca Intesa Banca Commerciale Italiana S.p.A." On 1st January, 2003 the corporate name was changed to "Banca Intesa S.p.A.".

Sanpaolo IMI S.p.A.

Sanpaolo IMI S.p.A. ("Sanpaolo IMI") was formed in 1998 through the merger of Istituto Mobiliare Italiano S.p.A. ("IMI") with and into Istituto Bancario San Paolo di Torino S.p.A. ("Sanpaolo").

Sanpaolo originated from the "Compagnia di San Paolo" brotherhood, which was set up in 1563 to help the needy. The "Compagnia di San Paolo" began undertaking credit activities and progressively developed into a banking institution during the nineteenth century, becoming a public law credit institution (Istituto di Credito di Diritto Pubblico) in 1932. Between 1960 and 1990, Sanpaolo expanded its network nationwide through a number of acquisitions of local banks and medium-sized regional banks, ultimately reaching the level of a multifunctional group of national importance in 1991 after its acquisition of Crediop. On 31 December 1991, Sanpaolo became a stock corporation (società per azioni) with the name Istituto Bancario San Paolo di Torino Società per Azioni.

IMI was established as a public law entity in 1931 and during the 1980s it developed its specialist credit and investment banking services and, with Banca Fideuram, its professional asset management and financial consultancy services. IMI became a stock corporation (società per azioni) in 1991.

The merger between Banca Intesa and Sanpaolo IMI and the creation of Intesa Sanpaolo S.p.A.

The boards of directors of Banca Intesa and Sanpaolo IMI unanimously approved the merger of Sanpaolo IMI into Banca Intesa on 12 October 2006 and the merger became effective on 1 January 2007. The surviving entity changed name to Intesa Sanpaolo S.p.A., the parent company of the Intesa Sanpaolo Group.

Legal Status

Intesa Sanpaolo is a company limited by shares, incorporated in 1925 under the laws of Italy and registered with the Companies' Registry of Turin under registration number 00799960158. It is also registered on the National Register of Banks under no. 5361 and is the parent company of "Gruppo Intesa Sanpaolo".

016/054360-00125/MAD/MAD FRG(ROM7W18619) 28 L_LIVE_EMEA2:7549795v10 Registered Office

Intesa Sanpaolo's registered office is at Piazza San Carlo 156, 10121 Turin and its telephone number is +39 0115551. Intesa Sanpaolo's secondary office is at Via Monte di Pietà 8, 20121 Milan.

Objects

The objects of Intesa Sanpaolo are deposit-taking and the carrying-on of all forms of lending activities, including through its subsidiaries. Intesa Sanpaolo may also, in compliance with laws and regulations applicable from time to time and subject to obtaining the required authorisations, provide all banking and financial services, including the establishment and management of open- ended and closed-ended supplementary pension schemes, as well as the performance of any other transactions that are incidental to, or connected with, the achievement of its objects.

Share Capital

As at 2 January 2013, Intesa Sanpaolo’s issued and paid-up share capital amounted to €8,545,681,412.32, divided into 16,434,002,716 shares with a nominal value of €0.52 each, in turn comprising 15,501,512,155 ordinary shares and 932,490,561 non-convertible savings shares. Since 2 January 2013, there has been no change to Intesa Sanpaolo’s share capital.

Organisational Structure

The Intesa Sanpaolo Group is an Italian and European banking and financial services provider, offering a wide range of banking, financial and related services throughout Italy and internationally, with a focus on Central-Eastern Europe and the Middle East and North Africa. Intesa Sanpaolo activities include deposit-taking, lending, asset management, securities trading, investment banking, trade finance, corporate finance, leasing, factoring and the distribution of life insurance and other insurance products.

The Intesa Sanpaolo Group operates through five business units:

 Banca dei Territori – this division includes Italian subsidiary banks. It is based on a model that supports and enhances regional brands, upgrades local commercial positioning and strengthens relations with individuals, small businesses, SMEs and non-profit entities. Private banking, bancassurance and industrial credit are also part of this division.

 Corporate & Investment Banking – this division supports, taking a medium-long term view, the balanced and sustainable development of corporates and financial institutions both nationally and internationally. The division acts as a "global partner", with an in-depth knowledge of corporate strategies and a complete range of services. Its main activities include M&As, structured finance and capital markets carried out through Banca IMI as well as leasing, factoring and merchant banking. The division is present in 29 countries where it facilitates the cross-border activities of its customers through a specialist network made up of branches, representative offices and subsidiary banks focused on corporate banking. The division operates in the public finance sector through its subsidiary Banca Infrastrutture Innovazione e Sviluppo which acts as a global partner for public administration, public utilities and the execution of infrastructure, with product specialists and a dedicated branch network.

 International Subsidiary Banks – this division includes the following retail and commercial subsidiaries: Intesa Sanpaolo Bank Albania, Intesa Sanpaolo Banka Bosna i Hercegovina in Bosnia and Herzegovina, Privredna Banka Zagreb in Croatia, the Prague branch of VUB Banka in the Czech Republic, Bank of Alexandria in Egypt, the Athens branch of Intesa Sanpaolo Bank Albania in Greece, CIB Bank in Hungary, Intesa

016/054360-00125/MAD/MAD FRG(ROM7W18619) 29 L_LIVE_EMEA2:7549795v10 Sanpaolo Bank Romania, Banca Intesa in the Russian Federation, Banca Intesa Beograd in Serbia, VUB Banka in Slovakia, Banca Koper in Slovenia and Pravex-Bank in Ukraine.

 Eurizon Capital – this company is the leading asset manager in Italy with approximately 134 billion euro of assets under management.

 Banca Fideuram – this company is the leader in Italy in the sector of financial advisors with 4,980 private bankers and 97 domestic branches.

Ratings

The long-term rating of Intesa Sanpaolo is Baa2 by Moody’s, BBB+ by S&P and BBB+ by Fitch.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 30 L_LIVE_EMEA2:7549795v10 GENERAL INFORMATION

Authorisation

The Issuer has obtained all necessary consents, approvals and authorisations in connection with the issue of the Notes. The issue of the Notes was authorised by resolutions of the managing director and the shareholder of the Issuer passed on dated 26 March 2013.

Interests of Natural and Legal Persons in the Issue

So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

Significant or Material Change

There has been no significant change in the financial or trading position of the Issuer, and no material adverse change in the financial position or prospects of the Issuer, in each case since 31 December 2012.

Litigation

The Issuer is not involved in any governmental, litigation or arbitration proceedings which may have, or have had since its incorporation on 18 January 2007, a significant effect on its financial position or profitability, nor is the Issuer aware that such proceedings are pending or threatened.

Confirmation in relation to the Collateral for the Notes

The Collateral has characteristics that demonstrate a capacity to produce funds to service any payment due and payable on the Notes.

Documents On Display

For so long as the Notes remain admitted to trading on the regulated market of the Luxembourg Stock Exchange, the following documents will be available, during usual business hours on any day (Saturdays, Sundays and public holidays excepted) for inspection at the registered office of each of the Issuer, the Trustee and the specified offices of the Principal Paying Agent, the Paying Agent in Luxembourg and the Luxembourg Listing Agent (and copies of the documents specified in sub-paragraphs (iii) and (iv) below may be obtained free of charge from the specified office of the Paying Agent in Luxembourg):

(i) the Memorandum and Articles of Association of the Issuer;

(ii) the Base Prospectus;

(iii) this Drawdown Prospectus;

(iv) the Constituting Instrument relating to the Notes and each document included by reference into such Constituting Instrument;

(v) the Administration Agreement and the Series Proposal Agreement;

(vi) the audited financial statements of the Issuer for the years ended 31 December 2012, 31 December 2011, 31 December 2010 and 31 December 2009, together with the relevant auditors’ report; and

016/054360-00125/MAD/MAD FRG(ROM7W18619) 31 L_LIVE_EMEA2:7549795v10 (vii) any reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert, any part of which is included or referred to in the Base Prospectus, at the Issuer’s request.

Clearing Systems and Settlement

The Notes have been accepted for clearance through Euroclear, Clearstream, Luxembourg or such other clearing system approved by the Issuer and the Trustee. The common code and ISIN for the Notes, will be 089729408 and XS0897294087 respectively.

Estimated Total Expenses

The Arranger has agreed to take responsibility for the expenses relating to the admission to trading and therefore the cost of such expenses to the Issuer is nil.

016/054360-00125/MAD/MAD FRG(ROM7W18619) 32 L_LIVE_EMEA2:7549795v10 REGISTERED OFFICE OF THE ISSUER

Prins Bernhardplein 200 1097 JB Amsterdam The Netherlands

ARRANGER

Banca IMI S.p.A. Largo Mattioli 3 20121 Milan Italy

TRUSTEE

BNY Mellon Corporate Trustee Services Limited One Canada Square London E14 5AL

SWAP COUNTERPARTY

Intesa Sanpaolo S.p.A. Piazza San Carlo, 156 10121 Torino Italy

ISSUE AGENT, PRINCIPAL PAYING AGENT DETERMINATION AGENT AND AND CUSTODIAN REALISATION AGENT

The Bank of New York Mellon, London Banca IMI S.p.A. Branch Largo Mattioli 3 One Canada Square 20121 Milan London E14 5AL Italy

LEGAL ADVISERS

To the Arranger as to English To the Trustee as to English To the Arranger as to Dutch law law law

Studio Legale Associato in Simmons & Simmons LLP Simmons & Simmons LLP association with Simmons & CityPoint Claude Debussylaan 247 Simmons LLP One Ropemaker Street 1082 MC Amsterdam Via di San Basilio 72 London EC2Y 9SS The Netherlands 00187 Rome United Kingdom Italy LUXEMBOURG LISTING AGENT AND LUXEMBOURG PAYING AGENT

for Notes or Alternative Investments listed on the Luxembourg Stock Exchange

The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building - Polaris 2-4 rue Eugène Ruppert L-2453 Luxembourg

016/054360-00125/MAD/MAD FRG(ROM7W18619) 33 L_LIVE_EMEA2:7549795v10