AVVISO n.20320 27 Novembre 2012 MOT - DomesticMOT Mittente del comunicato : Borsa Italiana Societa' oggetto dell'avviso : MEDIOBANCA Oggetto : 'DomesticMOT' - Inizio negoziazioni 'MEDIOBANCA' Testo del comunicato Si veda allegato. Disposizioni della Borsa
Società emittente: Titolo: Rating Emittente: MEDIOBANCA MEDIOBANCA "Fixed to Floating Rate Notes "MB8" due November 2017" (Codice ISIN XS0835345082) Società di Rating Long Term Data Report Standard & Poor's BBB+ 10/02/2012 Oggetto: Data inizio negoziazioni: 29/11/2012 Mercato di negoziazione: EMS: 25.000 Operatore Specialista in acquisto: INIZIO DELLE NEGOZIAZIONI IN BORSA Borsa - Mercato telematico delle obbligazioni (MOT), segmento DomesticMOT, 'classe altri titoli di debito' Mediobanca - Banca di Credito Finanziario S.p.A. (codice operatore IT0362) CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE "Fixed to Floating Rate Notes "MB8" due November 2017" Modalità di negoziazione: N. obbligazioni in circolazione: 48.363 Valore nominale unitario: Valore nominale complessivo delle obbligazioni in circolazione: Interessi: Modalità di calcolo dei ratei: corso secco Per le cedole la cui determinazione avviene, come previsto dai "Final Terms" del prestito, il secondo giorno lavorativo antecedente il primo giorno di godimento della cedola stessa, sarà cura dell'operatore inserire i compensi relativi ai contratti da liquidare il primo e il secondo giorno di godimento della nuova cedola dal momento in cui è noto al mercato il tasso della cedola in corso. 1.000 EUR 48.363.000 EUR Godimento: 21/11/2012 le obbligazioni frutteranno interessi lordi annui in conformità a quanto specificato nella sezione "Part A - General" dei Final Terms del prestito. - ACT/ACT su base periodale, per le prime due cedole a tasso fisso; - ACT/360 (Modified Following - Adjusted), per le successive cedole a tasso variabile. Scadenza: 21/11/2017 rimborso alla pari in un'unica soluzione alla scadenza
Tagli: Codice ISIN: unico da nominali 1.000 EUR XS0835345082 Codice Instrument Id: 740299 Descrizione: Importo minimo di negoziazione: Obblighi operatore specialista in acquisto: MEDIOBANCA MB8 TASSO MISTO MC NV17 EUR 1.000 EUR - quantitativo minimo delle proposte in acquisto: 50.000 EUR - quantitativo minimo giornaliero: 250.000 EUR - durata minima dell'impegno: fino a scadenza DISPOSIZIONI DELLA BORSA ITALIANA Dal giorno 29/11/2012 gli strumenti finanziari "Fixed to Floating Rate Notes "MB8" due November 2017" verranno iscritti nel Listino Ufficiale, comparto obbligazionario (MOT). Allegato: - Estratto del prospetto di quotazione degli strumenti finanziari
Final Terms MEDIOBANCA - Banca di Credito Finanziario S.p.A. Issue of up to Euro 15,000,000 Fixed to Floating Rate Notes MB8 due November 2017 (the Notes ) under the Euro 40,000,000,000 Issuance Programme Series no: 479 Tranche no: 1 Issue Price: 100.00 per cent. The date of these Final Terms is 28 September 2012
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (the, Prospectus Directive ) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so: (i) in circumstances in which no obligation arises for the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or (ii) in those Public Offer Jurisdictions mentioned in Paragraph 43 (Non-exempt offer) of Part A below, provided such person is one of the persons mentioned in Paragraph 43 (Non-exempt offer) of Part A below and that such offer is made during the Offer Period specified for such purpose therein. Neither the Issuer nor the Lead Manager (as defined below) nor the Distributor (as defined below) has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. This document constitutes the Final Terms relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 30 November2011, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at Piazzetta Cuccia 1, 20121, Milan, Italy and www.mediobanca.it and copies may be obtained from the Issuer upon express request form the investors. The purchase of the Notes involves substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. Before making an investment decision, prospective purchasers of Notes should ensure they understand the nature of the Notes and the extent of their exposure to risks and that they consider carefully, in the light of their own financial circumstances, financial condition and investment objectives, all the information set forth in the Base Prospectus (including Risk Factors on pages 35 to 75 thereof) referred to above and these Final Terms (including Part C thereof). No person has been authorised to give any information or make any representation not contained in or not consistent with these Final Terms, or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Lead Manager or the Distributor. In accordance with the MiFID Directive (Directive 2004/39/EC), the implementing Directive 2006/73/CE (together the "MiFID Directives") and the relevant implementing rules in Italy, the responsibility in relation to the categorisation of clients and assessment of suitability and appropriateness is attributable solely to the Distributor listed in paragraph 43 ( Non exempt Offer ) below which, in relation to the investment in the Notes, acts also as investment advisor for the purposes of the MiFID Directives and the relevant implementing rules in Italy. 1
By investing in the Notes each investor represents that: a) Non-Reliance. It is acting for its own account, and it has made its own independent decision to invest in the Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer, the Lead Manager or the Distributor as investment advice or as a recommendation to invest in the Notes, it being understood that information and explanations related to the terms and conditions of the Notes shall not be considered to be investment advice or a recommendation to invest in the Notes. No communication (written or oral) received from the Issuer, the Lead Manager or the Distributor shall be deemed to be an assurance or guarantee as to the expected results of the investment in the Notes. b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in the Notes. c) Status of Parties. Neither the Issuer nor the Lead Manager is acting as a fiduciary for or adviser to it in respect of the investment in the Notes. 2
Part A - General 1. Issuer: Mediobanca - Banca di Credito Finanziario S.p.A. 2. (i) Series Number: 479 (ii) Tranche Number: 1 3. Specified Currency or Currencies: Euro ( EUR ) 4. Aggregate Nominal Amount of Notes admitted to trading: (i) Series: Up to EUR 15,000,000 (ii) Tranche: Up to EUR 15,000,000 Subject to the provision below, the Aggregate Nominal Amount will not exceed EUR 15,000,000. However (and as described in greater details in paragraph 8 (Terms and Conditions of the Offer) of Part B below), the Issuer reserves the right to increase, during the Offer Period, the Aggregate Nominal Amount stated above by four times such amount. In any case, the Aggregate Nominal Amount will be determined at the end of the Offer Period (as defined in paragraph 8 (Terms and Conditions of the Offer) of Part B below) and such final amount will be filed with the CSSF as competent authority and published on the website of the Issuer and the Distributor, pursuant to Articles 8 and 14(2) of the Prospectus Directive. Unless otherwise specified herein, in these Final Terms any reference to the Aggregate Nominal Amount must be construed as a reference to the amount as determined at the end of the Offer Period. 5. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: EUR 1,000 (ii) Calculation Amount EUR 1,000 7. (i) Issue Date: 21 November 2012 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: The Interest Payment Date falling in November 2017 3
9. Interest Basis: 4.50 per cent per annum Fixed Rate for the period from and including the Interest Commencement Date up to but excluding 21 November 2014 (the Fixed Rate Interest Period ); 10. Redemption/Payment Basis: Redemption at par 6 months EURIBOR + 2.10 per cent per annum Floating Rate for the period from and including 21 November 2014 up to but excluding the Maturity Date (the Floating Rate Interest Period ); Further details are provided under paragraphs 17 (Fixed Rate Note Provisions) and 18 (Floating Rate Note Provisions) below 11. Change of Interest or Redemption/ Payment Basis: Save as specified in paragraph 9 (Interest Basis) above, not applicable 12. Put/Call Options: Not Applicable 13. (i) Status of the Notes: Senior 14. Method of distribution: Non-Syndicated (public offer) 15. Taxation: No gross up is applicable pursuant to paragraph (ix) of Condition 7 (a) (Taxation Gross Up) of the Terms and Conditions of the Notes 16. Governing Law: English Law Provisions relating to interest (if any) payable 17. Fixed Rate Note Provisions Applicable in respect of the Fixed Rate Interest Period (i) Rate(s) of Interest: 4.50 per cent. per annum payable annually in arrear (ii) Interest Payment Date(s): 21 November 2013 and 21 November 2014, as adjusted in accordance with the Business Day Convention (iii) Fixed Coupon Amount(s): EUR 45.00 per Calculation Amount, payable on each Interest Payment Date (iv) Broken Amount(s): Not Applicable (v) Adjustment to Interest Period end Date: Not Applicable (vi) Business Day Convention: Following Business Day Convention (vii) Day Count Fraction: Actual/Actual (ICMA) 4
(viii) Other terms relating to the method of calculating interest for Fixed Rate Notes: Not Applicable 18. Floating Rate Note Provisions Applicable in respect of the Floating Rate Period (i) Interest Period(s): Means the period beginning on 21 November 2014 (included) and ending on (but excluding) the First Interest Payment Date (as defined in sub-paragraph (iii) below) and each successive period beginning on an Interest Payment Date (included) and ending on (but excluding) the next succeeding Interest Payment Date (ii) Interest Payment Date(s): 21 May and 21 November of each year, starting from and including 21 May 2015 up to and including 21 November 2017, as adjusted in accordance with the Business Day Convention (iii) First Interest Payment Date(s): 21 May 2015 (iv) Adjustment to Interest Period End Date: Applicable (v) Business Day Convention: Modified Following Business Day Convention (vi) Additional Business Centre(s): Not Applicable (vii) Manner in which the Rate(s) of Interest is/are to be determined: ISDA Determination (viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Fiscal Agent): Mediobanca Banca di Credito Finanziario S.p.A. will be the Calculation Agent (ix) Screen Rate Determination Not Applicable (x) ISDA Determination Applicable Floating Rate Option: EUR - EURIBOR Reuters Designated Maturity: 6 months EUR EURIBOR Reuters means that the rate for that Reset Date will be the rate for deposits in Euros for a period of the Designated Maturity which appears on the Reuters Screen EURIBOR01 Page as of 11:00 a.m., Brussels time, on the day that is two TARGET Settlement Days preceding that Reset Date Reset Date: The first day of each period (xi) Margin(s): + 2.10 per cent. per annum (xii) Minimum Rate of Interest: Not Applicable (xiii) Maximum Rate of Interest: (xiv) Day Count Fraction: Not Applicable Actual/360 5
(xv) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: Not Applicable 19. Zero Coupon Note Provisions Not Applicable 20. Index-Linked Interest or other Variable-Linked Interest Note Provisions Not Applicable 21. Dual Currency Note Provisions Not Applicable Provisions relating to redemption 22. Call Option Not Applicable 23. Regulatory Call / Redemption for taxation reasons (i) Regulatory Call: (ii) Redemption for taxation reasons: Not Applicable Not Applicable 24. Put Option Not Applicable 25. Final Redemption Amount of each Note 100 per cent per Calculation Amount 26. Early Redemption Amount Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default or pursuant to a Seller Merger Notice and/or the method of calculating the same (if required or if different from that set out in the Conditions): An amount in the Specified Currency being the Aggregate Nominal Amount of the Notes 27. Exchangeable Note Provisions Not Applicable 28 Physical Delivery Notes Provisions Not Applicable General provisions applicable to the notes 29. Form of Notes: Bearer Notes: 30. New Global Note form: Yes Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note 6
31. Additional Financial Centre(s) or other special provisions relating to Payment Business Dates: 32. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 33. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 34. Details relating to Instalment Notes: (amount of each instalment, date on which each payment is to be made): Not Applicable No Not Applicable Not Applicable 35. Details relating to Extendible Notes: Not Applicable 36. Total Repurchase Option/Partial Repurchase Option: Not Applicable 37. Other terms or special conditions: Not Applicable 38. Credit Linked Notes Provisions: Not Applicable Distribution 39. (i) If syndicated, names and addresses of Managers and underwriting commitments: (ii) Date of Subscription Agreement: (iii) Stabilising Manager(s) (if any): 40. If non-syndicated, name and address of Dealer: Not Applicable. Not Applicable. The Issuer and the Distributor have signed a placement agreement (Accordo di collocamento) on 27 September 2012. Not Applicable See paragraph 43 (Non-exempt Offer) below 41. Total commission and concession: The Issue Price includes a distribution commission to be allocated to the Distributor that will not be greater than 2.10 per cent of the Aggregate Nominal Amount of the Notes actually placed at the end of the Offering Period. The final distribution commission value will be communicated at the end of the Offering Period pursuant to Articles 8 and 14(2) of the Prospectus Directive. 7
42. US Selling Restrictions: Reg. S Compliance Category; TEFRA D 43. Non-exempt Offer: An offer of the Notes may be made through the Distributor (as defined below) other than pursuant to Article 3(2) of the Prospectus Directive in Italy ("Public Offer Jurisdictions") during the period from 1 October 2012 (included) until the earlier of (i) 5 November 2012 (included) and (ii) the day (excluded) immediately after the date on which subscriptions of the Notes is equal to the Maximum Aggregate Nominal Amount (as defined below), subject to what set forth under Paragraph 8 (Terms and conditions of the Offer) of Part B below. For the purposes of these Final Terms: Lead Manager (Responsabile del Collocamento) is Mediobanca Banca di Credito Finanziario S.p.A Piazzetta Enrico Cuccia 1 20121 - Milan, Italy; and Distributor (Collocatore) is CheBanca! S.p.A. Viale Bodio 37, Palazzo 4, 20158 Milan, Italy 44. Additional selling restrictions: Not Applicable 8
Purpose of final terms These Final Terms comprises the final terms required for issue and public offer in the Public Offer Jurisdictions and admission to trading on the Milan Stock Exchange Domestic MOT managed by Borsa Italiana S.p.a. of the Notes described herein pursuant to the Euro 40,000,000,000 Issuance Programme. Information relating to the issuer The following information relating to the Issuer is provided pursuant to Article 2414 of the Italian Civil Code. Mediobanca Banca di Credito Finanziario S.p.A. is an Italian company with its registered office at Piazzetta E. Cuccia 1, Milan, Italy, registered at the Companies Registry of the Chamber of Commerce in Milan under registration number 00714490158. The Issuer shall engage in the activities described below: a) the raising of funds and provision of credit in any forms permitted, especially medium- and long-term credit to corporates; and b) within the limits laid down by current regulations, the execution of all banking, financial and intermediation-related transactions and/or services and the carrying out of any transactions deemed to be instrumental to or otherwise connected with achievement of the Issuer s purpose. As part of its supervisory and coordinating activities in its capacity as parent company of the Mediobanca Banking Group (the Group ) within the meaning of Article 61/4 of Legislative Decree No. 385 dated 1 September 1993, the Issuer shall also issue directives to member companies of the Group to comply with instructions given by the Bank of Italy in the interests of maintaining the Group s stability. At the time of the issuance the share capital is equal to 430,564,606, consisting of 861,129,212 ordinary shares with a nominal value of Euro 0.50 each and the reserves and retained earnings are equal to 4,392,122,738.95. Responsability The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By:... By:... 9
Part B Other information 1. (i) Listing: The Notes will be listed on the Milan Stock Exchange Domestic MOT managed by Borsa Italiana S.p.A. ( Italian Stock Exchange ). (ii) Admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Italian Stock Exchange. 2. Ratings The Issuer will act as specialist in respect of the Notes in the secondary market but only on the buy side (specialista in acquisto) Ratings: The Notes to be issued have been rated BBB+ by S&P 3. Notification The CSSF has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) in Italy with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. 4. Interest of natural and legal persons involved in the issue/offer Regarding the interest of the persons involved in the issue and offer, the investor should consider and be aware that: (i) (ii) Mediobanca Banca di Credito Finanziario S.p.A. ( Mediobanca ) will act as Issuer, Lead Manager, and specialist (on the buy side) of the Notes in the secondary market. Consequently, it should be noted that, under certain circumstances, the performance of the Mediobanca s obligations under such roles may give rise to conflict of interest; Mediobanca will act also as Calculation Agent and shall be responsible for determining the Interest Amounts; (iii) The Distributor is a wholly controlled subsidiary of Mediobanca and, therefore, the performance of its obligations as distributor of the Notes may, under certain circumstances, give rise to conflict of interest. Furthermore, the Distributor will receive, as consideration of its placement activity, a commission up to 2.10 per cent of the Aggregate Nominal Amount of the Notes actually placed during the Offer Period which commission shall have an impact on the Offer Price; (iv) The Issuer has entered into hedging arrangements in order to hedge its exposure under the Notes. Save as stated above and with the exception of the Distributor, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 10
5. Reasons for the offer, estimated net proceeds and total expenses (i) Reasons for the offer: See section headed "Use of Proceeds" of the Base Prospectus. (ii) Estimated net proceeds: Up to EUR 14,685,000 or the higher amount as it will be communicated at the end of the Offer Period (iii) Estimated total expenses: The estimated total expenses that can be determined as of the Issue Date, in connection with the admission to trading of the Notes on the Italian Stock Exchange amount to EUR 5,000. 6. Historic interest rate Detail of historic EURIBOR rates can be obtained from Reuters. 7. Operational information ISIN: XS0835345082 Common Code: 083534508 New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Delivery: Initial Paying Agents: Names and addresses of additional Paying Agent(s) (if any): Yes. Note that the designation Yes simply means that the Notes are intended upon issue to be deposited with one of the ICDSs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. Not Applicable Delivery against payment BNP Paribas, 33, Rue de Gasperich Howald Hesprange L-2085 Luxembourg Not Applicable 11
8. Terms and conditions of the offer Offer Period: The Notes are being offered to the public in Italy pursuant to Articles 17 and 18 of the Prospectus Directive and the relevant Italian implementing provisions. The Offer Period is (subject to the provisions below) the period commencing on (and including) the date of 1 October 2012 and expiring on the earlier of (i) the date of 5 November 2012 (included) and (ii) the day (excluded) immediately after the date on which subscriptions of the Notes equals the Maximum Aggregate Nominal Amount (as defined below). The Maximum Aggregate Nominal Amount is initially fixed in amount equal to EUR 15,000,000 ( Initial Maximum Aggregate Nominal Amount ) which amount can be increased by the Issuer during the Offer Period up to four times the Initial Maximum Aggregate Nominal Amount (the Initial Maximum Aggregate Nominal Amount resulting from the increase, the Increased Maximum Aggregate Nominal Amount). The Increased Maximum Aggregate Nominal Amount will be published on the websites of the Issuer and the Distributor and will be effective from and including the date on which the communication has been published. Notwithstanding the foregoing, the investor should be aware that: a) if an Extraordinary Event (as defined below) occurs between the period from the date of these Final Terms (included) and the day immediately preceding the commencement of the Offer Period (included) the Issuer may revoke the Offer and, in such case, the same will be deemed as cancelled; b) if an Extraordinary Event occurs within the Issue Date of the Notes, the Issuer has the faculty to withdraw, in whole or in part, the Offer and the subscriptions received until then shall be void and without any effect; c) the Issuer has, upon the occurrence of a justified reason, the right to early terminate the Offer Period even if the Maximum Aggregate Nominal Amount has 12
Offer Amount: Up to 15,000,000. not been fully subscribed by the investors; and d) the Issuer has the right to extend the Offer Period provided that such right is exercised within the last day of the Offer Period. In any of the cases provided under letters (a) to (d) above, the Issuer and the Distributor shall inform the public by publishing a notice on their respective websites. The revocation or withdrawal of the Offer shall be effective from the first TARGET Settlement Day (included) following publication of the notice on the above mentioned websites. For the purposes of letters (a) and (b) above, Extraordinary Event means any circumstances like (but not limited to): (i) adverse changes in the political, financial, economic, monetary, legal or market situation, in Italy or abroad and; (ii) adverse changes in the financial and economic of the Issuer or its group, which, at the reasonable determination of the Issuer following consultation with the Distributor, may affect the result of the Offer. Offer Price: 100.00 per cent. of the Specified Denomination The Offer Price includes also (i) a component as placement commission up to 2.10 per cent of the Offer Price ( Maximum Placement Commission ) to be allotted to the Distributor and As a consequence of the foregoing, the final value of the bond component will depend by the placement commission that will be actually allotted to the Distributor and as determined at the end of the Offer Period. In any case, the value of the bond component shall not be lower than the 97.90 per cent of the Offer Price ( Minimum Value of the Bond Component ). The bond component is represented by a note paying annually, for the first two years, gross fixed coupons equal to 4.50 per cent per annum of the Aggregate Nominal Amount of the Notes and, for the subsequent three years, gross variable semi-annually coupons calculated on the basis of the Euribor 6 months + 2.10 per cent per annum and redeeming at par on the 13
Maturity Date. In the light of the foregoing, the Offer Price of the Notes may be broken down as follows: Offer Price 100.00% Maximum Distribution Commission 2.10% Minimum Value of the Bond Component 97.90% The above values are calculated as of 26 September 2012. Conditions to which the Offer is subject: Description of the application process: Save as specified above in case of Extraordinary Event, the offer is not subject to any condition. Investors interested to adhere to the Offer and subscribing the Notes have to, during the Offer Period and during Distributor banking hours, go to the premises (filiali) of the Distributor and fill in, duly execute (also by appropriate attorneys), and deliver a specific subscription application (Scheda di Adesione). Subscription of the Notes may also be made by means of distance marketing techniques (tecniche di comunicazione a distanza) which require that the subscription form is filled in and sent electronically by acceding on the Distributor s website (www.chebanca.it). Among the distance marketing techniques is provided also the possibility to subscribe the Notes by means of a registered telephone conversation between the investor and the Distributor where the investor shall be identified providing its identification data. The subscription form is available at each Distributor s premises and on its website. There is no limit to the subscription application which may be filled in and delivered by the same prospective investor with the Distributor. The participation by the investor to the Offer can not be subject to conditions and the subscription form as executed by the investors and delivered to the Distributor (or any of its attorneys) can not be revoked by the investors unless it is so permitted by applicable laws and regulations. In case of offerings of the Notes through distance marketing techniques (tecniche di comunicazione a distanza) and including registered telephone conversation the participation of the investor to the Offer can be 14
revoked by such investor within the fourteenth day following the date on which the Distributor has accepted the participation of such investor to the Offer. Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: Not Applicable The Notes may be subscribed in a minimum amount of EUR 5,000 and then in integral multiples of EUR 1,000 in excess thereof. The purchase price of the Notes subscribed must be paid by the investor on the Issue Date with the Distributor which has received the relevant subscription form. The Notes will be delivered on the Issue Date to the purchaser of the Notes in the relevant deposit accounts held, directly or indirectly, by Distributor at Euroclear and/or Clearstream Luxembourg (as the case may be) following the payment of the Offer Price (delivery against payment). The Aggregate Nominal Amount subscribed by the investors and as determined at the end of the Offer Period as well as the final amount of the placement commission to be allotted to the Distributor will be filed with the CSSF after the end of the Offer Period in accordance with Article 8 of the Prospectus Directive and shall be published on websites of the Issuer and Distributor. Not later than 5 TARGET Settlement Days after the close of the Offer Period, the Issuer will notify the public of the results of the Offer through a notice published on the Issuer s and Distributor s respective websites. Not Applicable The Notes will be offered only to the public in Italy. 15
Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place. The Distributor shall notify applicants with amounts allotted. There are no allotment criteria (criteri di riparto), as subscription applications will be satisfied until reaching the Maximum Aggregate Nominal Amount and thereafter the Distributor will immediately suspend receipt of further subscription applications. Except for the embedded commission described in paragraph 41 (Total commission and concession) of Part A described above, no expenses and duties will be charged by the Issuer to the subscribers of the Notes. See paragraph 43 (Non-exempt Offer) of Part A above. 16
Part C Other Applicable Terms 1. Comparison of the notes with the debt obligations issued by the government of the republic of Italy Considering the characteristics of the Notes (which pay fixed coupons and floating coupons) it is not possible to make an exemplification with a single typology of debt securities issued by the Government of the Republic of Italy ( Italian Bond ). Consequently, below please find enclosed, for exemplification purposes only, a comparison between the gross and net yield (rendimento) of the Notes with: (i) a multi-year floating rate Italian Bond (Certificato di Credito del Tesoro, ISIN: IT0004652175); (ii) a multi-year fixed rate Italian Bond (Buono del Tesoro Poliennale, ISIN: IT0003242747). It must be noted that the yield (rendimento) of the Certificato di Credito del Tesoro ( CCT ) and Buono del Tesoro Poliennale ( BTP ) are calculated as of 27 September 2012 on the basis of the official price prevailing on the relevant exchange as of 26 September 2012 while the yield of the Notes is calculated as of the Issue Date (i.e. 21 November 2012) and assuming a negative scenario (that is assuming, for each Interest Period, 6 months Euribor declining by 0.05%) on the basis of the Issue Price, Final Redemption Amount and coupons paid by the Notes. CCT Notes Maturity 15 October 2017 21 November 2017 Effective gross yield per year (Rendimento effettivo annuo lordo) Effective net yield per year (Rendimento effettivo annuo netto*) 4.02% 3.33% 3.52% 2.65% BTP Notes Maturity 1 August 2017 21 November 2017 Effective gross yield per year (Rendimento effettivo annuo lordo) Effective net yield per year (Rendimento effettivo annuo netto*) 4.07% 3.33% 3.38% 2.65% * The effective net yield per year (Rendimento effettivo annuo netto) stated above takes into account the tax rate in force on the Issue Date being equal to 20% for the Notes and 12,50% for the CCT and BTP. 17
2. Risk factors In relation to the Risks of these particular Notes, the holder of the Notes should have to consider carefully the information related to the risks specified in the Base Prospectus and in particular in the section Risks Factors (pages. 35 75): some specific characteristics of such risks are detailed here below: 2.1 The trading value of the Notes will be affected by factors that interrelate in complex ways. It is important for investors to understand that the effect of one factor may offset the increase in the trading value of the Notes caused by another factor, and that the effect of one factor may exacerbate the decrease in the trading value of the Note caused by another factor. 2.2 No assurance can be given on the future level of the 6 months Euribor which might be very volatile according to the market conditions. 18
TERMS AND CONDITIONS OF THE NOTES The following is the text of the terms and conditions which, as supplemented, amended and/or replaced by the relevant Final Terms, will be endorsed on each Note in final form issued under the Programme. The terms and conditions applicable to any Notes in global form will differ from those terms and conditions which would apply to the Notes whilst in final form to the extent described under Summary of Provisions relating to the Notes while in Global Form below. Mediobanca - Banca di Credito Finanziario S.p.A. ( Mediobanca ), Mediobanca International (Luxembourg) S.A. ( Mediobanca International ) (each, an Issuer and, together, the Issuers ) have established an Issuance Programme (the Programme ) for the issuance of up to Euro 40,000,000,000 in aggregate principal amount of notes (the Notes ) and the issue of certificates ( Certificates ) and warrants ( Warrants and, together with the Certificates, Securities ), guaranteed by Mediobanca (in its capacity as guarantor, the Guarantor ) in respect of Notes and Securities issued by Mediobanca International. The Notes are issued pursuant to an amended and restated Issue and Paying Agency Agreement dated 30 November 2011, as amended or supplemented from time to time, (the Issue and Paying Agency Agreement ) between the Issuers, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch, as fiscal agent and principal paying agent (the Fiscal Agent ) and Mediobanca in its capacity as Italian paying agent (the Italian Paying Agent and together with the Fiscal Agent and any additional or other paying agents in respect of the Notes from time to time appointed, the Paying Agents ) and with the benefit of deeds of covenant dated 30 November 2011 (each, a Deed of Covenant and, together, the Deeds of Covenant ), each of them executed by the relevant Issuer in respect of Notes issued by such Issuer. The Guarantor has, for the benefit of the holders of Notes issued by Mediobanca International from time to time, executed and delivered a deed of guarantee (the Deed of Guarantee ) dated 30 November 2011 under which it has guaranteed, in accordance with the terms and subject to limitations of the Deed of Guarantee, the due and punctual payment of the amounts due by Mediobanca International under the Notes and the Deed of Covenant as and when the same shall become due and payable (the Guarantee of the Notes ). The holders of the Notes (as defined below), the holders of the interest coupons (the Coupons ) appertaining to interest bearing Notes and, where applicable in the case of such Notes, talons for further Coupons (the Talons ) and the holders of the instalment receipts (the Receipts ) appertaining to the payment of principal by instalments are deemed to have notice of all of the provisions of the Issue and Paying Agency Agreement applicable to them. Notes issued under the Programme are issued in series (each a Series ) and each Series may comprise one or more tranches (each a Tranche ) of Notes. Each Tranche is the subject of final terms (the Note Final Terms ) which supplements these terms and conditions (the Conditions ). The terms and conditions applicable to any particular Tranche of Notes are these Conditions as supplemented, amended and/or replaced by the relevant Note Final Terms. In the event of any inconsistency between these Conditions and the relevant Note Final Terms, the relevant Note Final Terms shall prevail. All subsequent references in these Conditions to Notes are to the Notes which are the subject of the relevant Note Final Terms. Copies of the relevant Note Final Terms are available during normal business hours at the specified office of the Fiscal Agent, the initial Specified Office of which is set out below (the Specified Office ). Certain provisions of these Conditions are summaries of the Issue and Paying Agency Agreement and are subject to their detailed provisions. 105
The Note Final Terms issued in respect of each issue of Notes will specify whether the Issuer is Mediobanca or Mediobanca International. In these Conditions, any reference to a statute or regulation shall be construed as a reference to such statute or regulation as the same may have been, or may from time to time be, amended or re-enacted. Copies of the Issue and Paying Agency Agreement, the Deeds of Covenant and the Deed of Guarantee are available for inspection at the specified office of the Paying Agent. 1. FORM, DENOMINATION AND TITLE The Notes are issued in bearer form in the Denomination(s) and in the Relevant Currency shown in the Note Final Terms. Notes are issued with Coupons (and where appropriate, a Talon) attached save in the case of Notes which do not bear interest in which case references to interest (other than in relation to interest due after the date specified in the Note Final Terms as the Maturity Date (as designed below), Coupons and Talons in these Conditions are not applicable. Any Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. Title to the Note and the Receipts, Coupons and Talons shall pass by delivery. Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as the absolute owner of such Note, Receipt, Coupon or Talon, as the case may be, for the purpose of receiving payment thereof or on account thereof and for all other purposes, whether or not such Note, Receipt, Coupon or Talon shall be overdue and notwithstanding any notice of ownership, theft or loss thereof or any writing thereon made by anyone. No person shall have any right to enforce any term or condition of any Note under the Contracts (Rights of Third Parties) Act 1999. In these Conditions, holder (in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Note, Receipt, Coupon or Talon. All capitalised terms which are not defined in these Conditions will have the meanings given to them in the relevant Note Final Terms, the absence of any such meaning indicating that such term is not applicable to the Notes. Those definitions will be endorsed on the definitive Notes. 2. STATUS OF SENIOR NOTES AND GUARANTEE (a) Application This Condition 2 (Status of Senior Notes and Guarantee) is applicable only to Notes specified in the Note Final Terms as being unsubordinated ( Senior Notes ) and Condition 2(c) (Status of Guarantee) is applicable only to Senior Notes issued by Mediobanca International. (b) Status of Senior Notes The Senior Notes will constitute direct unconditional, unsubordinated and unsecured obligations of the Issuer and will rank at all times at least pari passu without any preference among themselves and equally with all other present and future unsecured and unsubordinated obligations of the Issuer, save for certain mandatory exceptions of applicable law. 106
(c) Status of Guarantee The Guarantee of the Notes constitutes direct, unconditional, unsubordinated and unsecured obligations of the Guarantor pursuant to the terms and conditions and subject to the limitations set out in the Deed of Guarantee which will rank at all times at least pari passu without any preference among themselves and equally with all other present and future unsecured and unsubordinated obligations of the Guarantor, save for certain mandatory exceptions of applicable law. As more fully set forth in the Guarantee, the Guarantor shall at all times have the right, at its sole and unfettered discretion, to elect not to deliver or procure delivery of the Entitlement to the holders of such Physical Delivery Notes when the same shall become due and deliverable, but in lieu thereof to pay an amount in cash equal to the Guaranteed Cash Settlement Amount. The Guaranteed Cash Settlement Amount in respect of each Note means an amount calculated pursuant to the terms of, or as specified in, the applicable Note Final Terms or, if not specified in the applicable Note Final Terms, an amount equal to the fair market value of the Entitlement in respect of such Note on any date notified as such by the Guarantor to the Issuer and the Calculation Agent, less the cost to the Issuer and/or its Affiliates or agents of unwinding or adjusting any underlying or related hedging arrangements (including the cost of funding in respect of such hedging arrangements), all as determined by the Guarantor in its sole and absolute discretion. Any payment of the Guaranteed Cash Settlement Amount in lieu of the Entitlement shall constitute a complete discharge of the Guarantor s obligations in respect of such Physical Delivery Notes. 3. STATUS AND SPECIAL PROVISIONS OF SUBORDINATED NOTES (a) Application: This Condition 3 (Status and Special Provisions of Subordinated Notes) is applicable only to Notes which are: (i) (ii) issued by Mediobanca; and specified as being Upper Tier II Subordinated Notes, Lower Tier II Subordinated Notes or Tier III Subordinated Notes in the relevant Note Final Terms (together, Subordinated Notes ). (b) Definitions: In these Conditions, the following expressions have the meanings set out below. Bank of Italy means the Bank of Italy and/or any competent authority which at a future date carries out the functions which the Bank of Italy performs as at the Issue Date. Bank of Italy Regulations means the Nuove disposizioni di vigilanza prudenziale per le banche as in force from time to time or such successor regulations as may be in force from time to time. Consolidated Banking Law means Italian Legislative Decree No. 385 of 1 September 1993, as amended or supplemented from time to time. Liquidazione Coatta Amministrativa means Liquidazione Coatta Amministrativa as described in Articles 80 to 94 of the Consolidated Banking Law. 107
Lower Tier II Subordinated Notes means passività subordinate, as defined in Title I, Chapter 2, Section II, paragraph 5.2 of the Bank of Italy Regulations (being those Notes which are specified in the relevant Note Final Terms as being Lower Tier II Subordinated Notes). Minimum Capital means the minimum amount of capital of Mediobanca, as provided for by the Bank of Italy from time to time for the purposes of obtaining or maintaining the authorisation of the Bank of Italy to carry on banking activities (livello minimo di capitale previsto per l autorizzazione all attività bancaria), as determined by the external auditors of Mediobanca and certified in writing by two directors of Mediobanca. Tier III Subordinated Notes means prestiti subordinati di 3 livello, as defined in Title I, Chapter 2, Section II, paragraph 1.5 of the Bank of Italy Regulations (being those Notes which are specified in the relevant Note Final Terms as being Tier III Subordinated Notes). Upper Tier II Subordinated Notes means strumenti ibridi di patrimonializzazione as defined in Title I, Chapter 2, Section II, paragraph 5.1 of the Bank of Italy Regulations (being those Notes which are specified in the relevant Note Final Terms as being Upper Tier II Subordinated Notes). (c) (d) (e) (f) Status of Subordinated Notes: Subordinated Notes and any related Coupons constitute direct, unsecured and subordinated obligations of Mediobanca and, subject to the provisions of this Condition 3 (Status and Special Provisions of Subordinated Notes), will at all times rank pari passu without any preference among themselves. In relation to each Series of Subordinated Notes, all Subordinated Notes of such Series will be treated equally and all amounts paid by Mediobanca in respect of principal and interest thereon will be paid pro rata on all Subordinated Notes of such Series. Winding up, etc.: In the event of the winding up, dissolution, liquidation or bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa) of Mediobanca, the payment obligations of Mediobanca under each Series of Subordinated Notes, and the relative Coupons as the case may be, will rank in right of payment (A) after unsubordinated creditors (including depositors and any holder of Senior Notes and their respective Coupons) of Mediobanca but (B) at least pari passu with all other subordinated obligations of Mediobanca which do not rank or are not expressed by their terms to rank junior or senior to such Series of Subordinated Note and (C) in priority to the claims of shareholders of Mediobanca. Lower Tier II Subordinated Notes and Tier III Subordinated Notes rank pari passu amongst themselves and rank senior to Upper Tier II Subordinated Notes. Waiver: Each holder of a Subordinated Note is deemed unconditionally and irrevocably to have waived any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of such Subordinated Note. Loss absorption in respect of Upper Tier II Subordinated Notes: To the extent that Mediobanca at any time suffers losses which, in accordance with Articles 2446 and 2447 of the Italian Civil Code or otherwise in accordance with Italian laws and regulations, would require it to reduce its paid up share capital and reserves to below its Minimum Capital, the obligations of Mediobanca in respect of interest and principal under Upper Tier II 108
Subordinated Notes will be reduced to the extent necessary to enable it, in accordance with the requirements under Italian law and regulatory provisions, to maintain at least its Minimum Capital. The obligations of Mediobanca in respect of interest and principal due under Upper Tier II Subordinated Notes which are so reduced will be reinstated whether or not the Maturity Date of the relevant obligation has occurred: (iii) (iv) in whole, in the event of bankruptcy, dissolution, liquidation or winding-up of Mediobanca (including, inter alia, Liquidazione Coatta Amministrativa, amministrazione straordinaria or liquidazione volontaria or any other similar liquidation, bankruptcy or winding-up proceedings otherwise in accordance with any applicable Italian laws and regulations) and, with effect immediately prior to the commencement of such bankruptcy, dissolution, liquidation or winding up as if such obligations of Mediobanca had not been so reduced in accordance with this Condition 3(f) (Loss absorption in respect of Upper Tier II Subordinated Notes); and in whole or in part, from time to time, to the extent that Mediobanca, by reason of its having made profits or by reason of its obtaining new capital contributions or by reason of the occurrence of any other event would not be required to reduce its obligations in respect of interest and principal in accordance with this Condition 3(f) (Loss absorption in respect of Upper Tier II Subordinated Notes). Mediobanca shall forthwith give notice of any such reduction and/or reinstatement to the Noteholders in accordance with Condition 13 (Notices). (g) Deferral of interest on Upper Tier II Subordinated Notes: Mediobanca will not be required to pay interest on Upper Tier II Subordinated Notes on an Interest Payment Date if (i) no annual dividend has been approved, paid or set aside for payment by its shareholders meeting or paid in respect of any class of its shares during the 12-month period ending on, but excluding, the fifteenth Business Day immediately preceding such Interest Payment Date or (ii) the Board of Directors of Mediobanca has announced, at the time of the release of any interim accounts published during the six-month period ending on, but excluding, the fifteenth Business Day immediately preceding such Interest Payment Date that, based on such interim accounts, no sums are available at such time for the payment of interim dividends, in accordance with Article 2433-bis of the Italian Civil Code. Any such unpaid amounts of interest will constitute arrears of interest which will bear interest at the rate applicable to the relevant Upper Tier II Subordinated Notes. Arrears of interest (together with any additional interest amount in respect of such arrears of interest) will become due and payable (i) in part pari passu and pro rata if and to the extent that Mediobanca makes payments of or in respect of amounts of interest on or in relation to any other pari passu claims, and (ii) in full on the earliest to occur of: (A) the Interest Payment Date falling on or after the date on which a dividend is approved or paid on any class of shares of Mediobanca; (B) the date for repayment of the Upper Tier II Subordinated Notes; or (C) the date on which the Liquidazione Coatta Amministrativa of Mediobanca is commenced pursuant to Article 83 of the Consolidated Banking Law or on which Mediobanca becomes subject to a liquidation order. 109