BOND RULES "Mediocredito Europeo S.p.A. 2015-2018" ISIN CODE IT0005121964 ARTICLE 1 AMOUNT, DENOMINATION AND TITLES The bond denominated Mediocredito Europeo S.p.A. 2015-2018" is issued, in a single or multiple fungible tranches, for a maximum amount of Euro 2,000,000.00 (two million/00), by Mediocredito Europeo S.p.A., with registered office in Rome, Corso Vittorio Emanuele II n. 154 (the Bond Issue ). The Bond Issue is made of maximum n. 100 (one hundred) indivisible bearer bonds with a face value of Euro 20,000,00 (twenty thousand/00) (the Face Value ) each (the Bonds ). The minimum subscription is equal to 1 (one) Bond and thus Euro 20,000.00 (twenty thousand/00). On the Offering Date, the Bonds shall be introduced in the central depository service available at Monte Titoli S.p.A., in a dematerialised form pursuant to the Legislative Decree n. 58/1998, as modified (the TUF ) and to the Regulation on central depository and liquidation services, guarantee services and their management companies adopted by Bank of Italy and Consob on 22 February 2008, as subsequently amended with the joint regulation adopted on 24 December 2010, on 22 October 2013 and on 20 March 2015. In compliance with the applicable regulation, each operation regarding the Bonds (including transfers and establishments of liens) and the exercise of the related administrative and property rights shall only be performed through intermediaries part of the Monte Titoli S.p.A. system. The Bondholders cannot ask for the physical delivery of the securities representing the Bonds. Notwithstanding the abovementioned, the Bondholders are allowed to request the certifications pursuant to articles 83-quinquies and 83-sexies TUF and to the implementing regulation. ARTICLE 2 OFFERING PRICE AND CURRENCY The Bonds are issued at par, in the amount of Euro 20,000.00 (twenty thousand/00) each (the Offering Price ). The Bonds are issued and denominated in Euro. Except as differently required by the applicable law, in the event Euro is no longer recognized by the central bank as the official Italian currency, any reference to Euro and any obligation expressed in Euro contained in the Rules shall be interpreted as references to the currency that will be recognized by the central bank as the Italian currency (in the event of multiple currencies, it shall be referred to the currency that shall be appointed by the Issuer), at the exchange rate against the Euro recognized by the central bank, rounded in default or in excess as reasonably determined by the Issuer. ARTICLE 3 SUBSCRIPTION OF THE BONDS AND REOPENING The Bonds shall be available for subscription starting from 1 September 2015 until 25 September 2015 (the "First Offering Period"). The Bonds shall be offered to Qualified Investors only. In the event of a subsequent transfer of the Bonds, the Bondholders shall not be allowed to transfer them to persons who are not Qualified Investors. In the event the Bond Issue is not entirely subscribed within the end of the First Offering Period, the Issuer may decide to offer and to issue in multiple tranches the Bonds, starting from 1 November 2015 until 30 1
July 2016 (the "Second Offering Period" and, together with the First Offering Period, the "Offering Period"), without the consent of the holders of the Bonds already subscribed, up to the maximum approved amount. The Bonds offered during the Second Offering Period shall have the same terms and conditions and the same ISIN code of the Bonds subscribed during the First Offering Period, in order to form altogether a single set. The offering price of the Bonds issued during the Second Offering Period shall be equal to the Offering Price, plus the accrued interest starting from the Offering Date. In the event the Bonds are not entirely subscribed within the end of the Second Offering Period, the subscription shall be nevertheless considered as performed, even if partially. In the event the maximum amount of the Bond Issue is reached (i.e., Euro 2,000,000.00 (two million/00)), the Issuer may decide, at any time during the Second Offering Period, the early closure of the Second Offering Period, by suspending the acceptance of any further application, provided that an immediate press release shall be published on the Issuer's website: www.mediocreditoeuropeo.com. Qualified Investors means those subjects as defined in article 100 TUF which, according to article 37- ter of the Regulation n. 11971, adopted by Consob on 14 May 1999, as modified, and to article 26 of the Regulation n. 16190, adopted by Consob on 29 October 2007, is deemed equivalent to the definition of professional clients provided by the directive 2004/39/CE (MiFID). ARTICLE 4 OFFERING The Bond Issue shall be issued on, and interests will start to accrue from, 28 September 2015 (the Offering Date ). ARTICLE 5 TERM The Bond Issue has a term of 3 years (i.e., thirty-six months) starting from the Offering Date until the corresponding day of the thirty-sixth month following the Offering Date, i.e., 28 September 2018 (the Maturity Date ). ARTICLE 6 INTERESTS The Bonds bear interests at a fixed annual nominal rate of 8% (eight percent) (the Nominal Interest Rate ). The interests shall be paid semi-annually at the end of every 6 (six) months commencing on the Offering Date, i.e., on 28 March and on 28 September of every year (the Interest Payment Dates ). The first interest payment will be made on 28 March 2016. The Bonds shall cease to accrue interest on the earlier of: (i) (ii) the Maturity Date; and in the event of a full prepayment pursuant to the following Articles 8 (Prepayment in favor of the Issuer) or 9 (Prepayment in favor of the Bondholders), the relevant repayment date. The amount of each coupon shall be determined by multiplying the Face Value of each Bond for the Nominal Interest Rate. The amount of each coupon shall be rounded to the nearest cent of Euro (0.005 Euro rounded to one cent of Euro). 2
Interests shall be computed using, as basis, the actual number of days of the relevant interest period divided by the number of days in the calendar year (365, or in the case of a leap year, 366) - according to the Act/Act unadjusted convention as of market practice. Any Interest Payment Date which falls on a day other than a Business Day shall be postponed to the next following Business Day. The shift will not increase the amount payable to the Bondholders nor will cause the shift of the following Interest Payment Dates. Interest Period means the period between an Interest Payment Date (included) and the next Interest Payment Date (excluded), or, limited to the first Interest Period, the period from the Offering Date (included) and the first Interest Payment Date (excluded), provided that when a payment date of the interest is to fall on a day which is not a Business Day and is therefore postponed to the next Business Day, the shift shall not be considered in the calculation of the actual days of the relevant interest period (Following Business Day Convention - unadjusted). Business Day means any day on which banks operating in Milan are open for normal business and the exercise of TARGET 2 - the system that allows the EU central banks to make real time significant payments in the Euro currency - or any subsequent system, is working for the settlement of payments in Euro. ARTICLE 7 REPAYMENT Except as provided by Articles 8 and 9 of the Rules, the Bonds shall be redeemed at par and, therefore, at 100% of the Face Value, in a lump sum on the Maturity Date. If the Maturity Date falls on a day that is not a Business Day, the payment shall be carried out on the next subsequent Business Day without the recognition of any additional interest. ARTICLE 8 PREPAYMENT IN FAVOR OF THE ISSUER Notwithstanding the provisions of Article 7 of the Rules, the Issuer shall have the right, in its sole discretion, to early repay in full the Bonds, exclusively on a Maturity Date and as of 1 April 2017 (included) (the "Prepayment Right"). The prepayment referred to in this Article 8 shall be at par without any penalties or indemnities for the Issuer and shall include the accrued interest up to the date of prepayment, if it is due, without additional costs or burdens for the Bondholders. The Prepayment Right may be exercised by the Issuer by notice in writing to be received by the Common Representative, if appointed, and through a specific press release to be published on the Issuer's website: www.mediocreditoeuropeo.com, within fifteen (15) Business Days prior to the prepayment date of the Bonds. ARTICLE 9 PREPAYMENT IN FAVOR OF THE BONDHOLDERS The Bondholders may request the early repayment of the Bonds upon the occurrence of any of the following events: 1. failure to pay by the Issuer, within the concurred term, of any amount due with respect to the Bonds, and related to both principal and / or interests, provided that such failure continues for a period of at least 30 (thirty) days; 2. occurrence of a state of insolvency of the Issuer, in accordance with Article 5 of the D.R. n. 27 of 16 March 1942, as subsequently amended (the "Bankruptcy Act"), or pursuant to other legislation applicable to the Issuer from time to time; 3
3. filing by the Issuer with the competent court of an agreement to restructure its debts in accordance with Article 182-bis of the Bankruptcy Law, or of a formalization of a restructuring plan under Article 67, paragraph 3, letter (d) of the Bankruptcy Law, or the starting by the Issuer of negotiations with its creditors in order to obtain moratoriums or court dispute settlements and / or in order to carry out the supply of goods to its creditors or of equivalent procedures under other legislation applicable to the Issuer from time to time; 4. non-compliance by the Issuer of any of its obligations under the following Article 10; 5. occurrence of any event in consequence of which one or more of the Issuer's obligations under the following Article 10 cease to be valid, legitimate, effective or enforceable. Following the request of prepayment, to be sent by registered letter addressed to the Issuer's registered office at least 30 (thirty) Business Days before the relevant early prepayment date specified therein, the amounts owed by the Issuer to the Bondholders shall become immediately due and payable with respect to both principal and interests accrued at the relevant early prepayment date indicated in the prepayment request. The prepayment referred to in this Article 9 shall be at par and shall include the accrued interest up to the date of prepayment, without additional costs or burdens for the Bondholders. In the event of prepayment requests by individual Bondholders, the Issuer shall promptly publish on its website a notice of receipt of prepayment requests from one or more Bondholders with the specific indication of the event which, according to the Bondholder or to the Bondholders, would determine a cause of prepayment of the Bonds. ARTICLE 10 OBLIGATIONS OF THE ISSUER For the term of the Bond Issue the Issuer is responsible towards the Bondholders with respect to the following obligations: 1. do not cease or modify significantly its core business and refrain from making any kind of investments in other activities not connected with its main business, where this would lead to the occurrence of a Significant Prejudicial Event; 2. do not perform any reduction of share capital, except for the cases required by law; 3. do not allow the occurrence of non-fulfillment of payment obligations (other than those arising from the Bonds) in connection with any Financial Debt, where this would lead to the occurrence of a Significant Prejudicial Event; 4. promptly notify to the Representative of the Bondholders the occurrence of any natural, technical, administrative, corporate and tax event (including any written claim, demand or request by third parties) that may cause a Significant Prejudicial Event; 5. promptly provide to the Representative of the Bondholders and the Bondholders on request (i) a copy of the annual financial statement and of the consolidated financial statement; and (ii) a copy of the interim report; 6. promptly notify to the Bondholders any information necessary to ensure that the Bondholders can exercise their rights, including information relating to any modification of such rights; "Significant Prejudicial Event" means an event whose direct or indirect consequences could adversely affect financial conditions, assets or activities of the Issuer and would impair the ability of the Issuer to fulfill its obligations arising from the Bond Issue. "Financial Debt" means any debt, even if not yet expired and / or payable, in relation to: 4
a) any type of financing (including, by way of example and without limitation, bank loans and/or credit facilities, bond issues or debt securities, convertible bonds or convertible debt securities, and other debt instruments and financial instruments having any form of debt or other debt instruments of quasi-equity) or borrowed money in any form, for which there is an obligation to refund, even if subordinate and/or subordinated and/or postponed and/or indexed to profit or proceeds of an underlying asset or other economic and/or financial parameters/indicators, including any securitization of receivables originated by the Issuer, regardless of the technical form of the financing/loan and the nature of the contractual relationship; b) any indemnification obligation assumed in connection with any type of financing or loan or other debt in any form assumed or issued by third parties (also through the issuance of securities and financial instruments), including, but not limited to, any indemnity, bond, standby or documentary letter of credit, as well as any warranty; c) any debt or liability, potential or conditional, that may arise from guarantees or other guarantees of a similar nature, comfort letters and similar, including those that are not to be registered or recorded in the memorandum accounts or in another way in the annual accounts; d) any amount obtained in the context of other operations (including transactions of sale and purchase of forward contracts, sale and saleback agreements or sale and leaseback agreements) with the effects of commercials loan or otherwise classified as loans under the applicable accounting standards; e) any derivative transaction (when the value of the transaction is calculated it should only be considered the market value (marked to market value) or, if the actual amount is due as finding of the termination or of the close-out of this transaction, that amount). ARTICLE 11 SERVICE OF THE BOND ISSUE The payment of the interests and the repayment of the principal of the Bonds will only be made through authorized intermediaries adhering to Monte Titoli S.p.A.. ARTICLE 12 STATUS OF THE BONDS The Bonds issued in accordance with these Rules constitute direct and unconditional obligations, that are not subordinated to any other debt of the Issuer and shall at all times at least be considered pari passu with other, existing or future, unsecured and unsubordinated bonds of the Issuer except when the bonds of the Issuer are privileged under the general provisions required by law. ARTICLE 13 CALCULATION AGENT The functions of the Calculation Agent will be carried out by the Issuer. The calculations and the determinations of the Calculation Agent shall be made under these Rules and, in the absence of manifest error, shall be final, conclusive and binding for the Bondholders. ARTICLE 14 PRESCRIPTION AND FORFEITURE PERIOD The rights of the Bondholders are prescribed, as regards to interests, after 5 (five) years from the date on which they became payable and, with regard to the principal, after ten (10) years from the date on which the Bonds have become repayable. 5
ARTICLE 15 MEETING OF THE BONDHOLDERS AND COMMON REPRESENTATIVE For the protection of the common interests of the Bondholders, the provisions of Articles 2415 and following of the Italian Civil Code shall apply. The Bondholders' Meeting resolves: 1. on the appointment and removal of the common representative of the Bondholders (the "Common Representative"), except as noted below; 2. on the amendments to the conditions of the Bonds; 3. on dispute settlement proposals; 4. on the establishment of a fund for the expenses necessary to safeguard the common interests and on the correspondent reporting; 5. on other matters of common interest of the Bondholders. The Bondholders' Meeting is convened by the Board of Directors of the Issuer or by the Common Representative, when they deem it necessary or when a request is made by many Bondholders representing one twentieth of the Bonds issued and not redeemed. The rules provided by the Italian Civil Code for the extraordinary shareholders' meeting of joint stock companies shall apply to the Bondholders meeting. Its deliberations are recorded by a notary who draws up the minutes, and are filed with the companies registry. For the validity of the resolutions concerning changes to the conditions of the Bond Issue, it is necessary for the second call the favorable vote of Bondholders representing half of the Bonds issued and not redeemed. The resolutions approved by the Bondholders are appealable under Articles 2377 and 2379 of the Italian Civil Code. The appeal shall be brought in front of the Court of Rome, in consultation with the Common Representative. The Common Representative may be chosen among subjects different from the Bondholders and a legal entity authorized to provide investment services, as well as trust companies, may also be appointed. With reference to the revocation, the new appointment of the Common representative or its renewal when its office is expired, the provisions of Article 2417 of the Italian Civil Code are applicable. The Common Representative shall (i) execute the resolutions of the Bondholders and (ii) protect the common interests of the Bondholders in their relationships with the Issuer. The Common Representative has the right to attend the shareholders' meetings of the Issuer. For the protection of the common interests, the Common Representative has the procedural representation of the Bondholders also in the composition with creditors, bankruptcy, and extraordinary administration of the Issuer. Individual actions of the Bondholders are, however, not precluded, unless such actions are incompatible with the resolutions of the Bondholders. ARTICLE 16 TAX REGIME The current and future taxes and duties that become due by law on the Bonds and/or their interests, premiums and other income shall be borne by the Bondholders. The Bondholders should consult their tax advisors regarding the tax regime applicable in Italy for the purchase, holding and sale of the Bonds. ARTICLE 17 LISTING 6
The Issuer reserves the right to apply for the admission for trading of the Bonds on Italian or foreign regulated markets or multilateral trading facilities (the "Admission Form"). In the event that, after the Offering Date, (i) the Issuer fails to submit an Admission Form, or (ii) the Bonds are not admitted to be listed or traded on a multilateral trading facility (the "Refusal of Admission"), such events shall in any case not be viewed as an interference with the rights of the Bondholders or as a default of the Issuer with respect to the provisions of these Rules. ARTICLE 18 AMENDMENTS Without need of prior consent of the Bondholders, the Issuer may make the changes to these Rules that it deems necessary, or even appropriate, for the sole purpose of eliminating material errors, ambiguities or inaccuracies in the text or in order to integrate it, provided that these modifications do not affect the rights and interests of the Bondholders and are exclusively for their benefit and that they are promptly notified in the manner prescribed in Article 19 below. The Rules may also be modified by the Issuer to implement changes required by mandatory provisions of law. ARTICLE 19 MISCELLANEOUS All communications of the Issuer to the Bondholders, including communications concerning a possible early repayment, will be made through a notice published on the Issuer's website (www.mediocreditoeuropeo.com) and following the additional provisions of the regulations applicable to the Bonds. The holding of the Bonds implies the full knowledge and acceptance of all conditions set out in these Rules. To this end, these Rules shall be deposited at the registered office of the Issuer. Although not expressly provided for in these Rules, the rules of law and regulations shall apply. The references to regulatory provisions contained in these Rules shall be construed as referring to those provisions as from time to time in force. ARTICLE 20 LAW APPLICABLE AND JURISDICTION The Bond Issue is governed by the Italian law. For any dispute relating to the Bond Issue or to these Rules which may arise between the Issuer and the Bondholders, the Court of Rome, exclusively, shall be competent. 7