Common use of Republic of Italy Clause in Contracts

Republic of Italy. Unless specified in the relevant Final Terms that a non-exempt offer may be made in the Republic of Italy, the offering of the Certificates has not been registered pursuant to Italian securities legislation and, accordingly, no Certificates may be offered, sold or delivered, nor may copies of this Base Prospectus or of any other document relating to the Certificates be distributed in the Republic of Italy, except: (a) to qualified investors (investitori qualificati) (“Qualified Investors”), as defined pursuant to Article 2 of Prospectus Regulation and any applicable provision of Italian laws and regulations; (b) in other circumstances which are exempted from the rules on offers of securities to be made to the public pursuant to the Prospectus Regulation, Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”), Article 34-ter, first paragraph, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Regulation 11971/1999"). Any offer, sale or delivery of the Certificates in the Republic of Italy or distribution of copies of this Base Prospectus or any other document relating to the Certificates in the Republic of Italy under Error! Reference source not found. or Error! Reference source not found. above must be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended (the “Banking Act”) and any other applicable laws and regulations; (ii) in compliance with Article 129 of the Banking Act, as amended and the implementing guidelines of the Bank of Italy, as amended from time to time, with regard, inter alia, to the reporting obligations required; and (iii) in compliance with any other applicable laws and regulations (including article 100-bis of the Financial Services Act, where applicable) or requirement imposed by CONSOB or the Bank of Italy or other Italian authority.

Republic of Italy. Unless specified in the relevant Final Terms that a non-exempt offer may be made in the Republic of Italy, the The offering of the Certificates Bonds has not been registered pursuant to Italian securities legislation and, accordingly, no Certificates Bonds may be offered, sold or delivered, nor may copies of this Base Prospectus Offering Circular or of any other document relating to the Certificates any Bonds be distributed in the Republic of Italy, except: : (ai) to qualified investors (investitori qualificati) (“Qualified Investors”), as defined pursuant to Article 2 of Prospectus Regulation (EU) No. 1129 of 14 June 2017 (the “PD Regulation”) and any applicable provision of Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and Italian laws and Commissione Nazionale per le Società e la Borsa (“CONSOB”) regulations; ; or (bii) in other circumstances which are exempted from the rules on offers of securities to be made to the public offerings pursuant to Article 1 of the Prospectus PD Regulation, Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”), Article 34-ter, first paragraph, ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Regulation 11971/1999")from time to time, and applicable Italian laws. Any offer, sale or delivery of the Certificates in the Republic of Italy Bonds or distribution of copies of this Base Prospectus Offering Circular or any other document relating to the Certificates Bonds in the Republic of Italy under Error! Reference source not found. or Error! Reference source not found. above must be: (i) or (ii) above must: (a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 15, 2018 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1, 1993, as amended (the “Banking Act”); and (b) and comply with any other applicable laws and regulations; regulations or requirement imposed by CONSOB, the Bank of Italy (ii) in compliance with including the reporting requirements, where applicable, pursuant to Article 129 of the Banking Act, as amended Act and the implementing guidelines of the Bank of Italy, Italy as amended from time to time, with regard, inter alia, to the reporting obligations required; and (iii) in compliance with and/or any other applicable laws and regulations (including article 100-bis of the Financial Services Act, where applicable) or requirement imposed by CONSOB or the Bank of Italy or other Italian authority.

Republic of Italy. Unless specified in the relevant Final Terms that a non-exempt offer may be made in the Republic of Italy, the 4.1 The offering of the Certificates Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Certificates Notes may be offered, sold or delivered, nor may copies of this the Base Prospectus or of any other document relating to the Certificates Notes be distributed in the Republic of Italy, except: (a) to qualified investors (investitori qualificati) (“Qualified Investors”), as defined pursuant to Article 2 of Prospectus Regulation and any applicable provision of Italian laws and regulations; (b) in other circumstances which are exempted from the rules on offers of securities to be made to the public pursuant to the Prospectus Regulation, Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”), ) and Article 34-ter, first paragraph, letter (b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (Regulation No. 11971); or (b) in other circumstances which are exempted from the "rules on public offerings pursuant to Article 100 of the Financial Services Act and Article 34-ter of Regulation 11971/1999")No. 11971. 4.2 Any offer, sale or delivery of the Certificates in the Republic of Italy Notes or distribution of copies of this the Base Prospectus or any other document relating to the Certificates Notes in the Republic of Italy under Error! Reference source not found. (i) or Error! Reference source not found. (ii) above must be: (ia) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 16190 of 15 February 2018 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended (the “Banking Act”) and any other applicable laws and regulations;); and (iib) in compliance with Article 129 of the Banking Act, as amended amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, with regard, inter alia, pursuant to which the reporting obligations requiredBank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and (iiic) in compliance with any other applicable laws and regulations (including article 100-bis of the Financial Services Act, where applicable) or requirement imposed by CONSOB or the Bank of Italy or other Italian authority.

Republic of Italy. Unless it is specified in within the relevant Final Terms that a non-exempt offer may be made in the Republic of Italy, the offering of the Certificates Covered Bonds has not been registered pursuant to Italian securities legislation and, accordingly, no Certificates Covered Bonds may be offered, sold or delivered, nor may copies of this Base the Prospectus or of any other document relating to the Certificates Covered Bonds be distributed in the Republic of Italy, except: (a) to qualified investors (investitori qualificati) (“Qualified Investors”), as defined pursuant to Article 2 of Prospectus Regulation and any applicable provision of Italian laws and regulations; (b) in other circumstances which are exempted from the rules on offers of securities to be made to the public pursuant to the Prospectus Regulation, Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the “Italian Financial Services Act”), ) and Article 34-ter, first paragraph, letter (b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time(Regulation No. 11971); or (b) in other circumstances which are exempted from the "rules on public offerings pursuant to Article 100 of the Italian Financial Services Act and Article 34-ter of Regulation 11971/1999")No. 11971. Any offer, sale or delivery of the Certificates in the Republic of Italy Covered Bonds or distribution of copies of this Base the Prospectus or any other document relating to the Certificates Covered Bonds in the Republic of Italy under Error! Reference source not found. (a) or Error! Reference source not found. (b) above must be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 20307 16190 of 15 February 2018 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended (the “Italian Banking Act”) and any other applicable laws and regulations;); and (ii) in compliance with Article 129 of the Italian Banking Act, as amended amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, with regard, inter alia, pursuant to which the reporting obligations requiredBank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and (iii) in compliance with any other applicable laws and regulations (including article 100-bis of the Financial Services Act, where applicable) or requirement imposed by CONSOB or the Bank of Italy or other Italian authority.

Republic of Italy. Unless specified in the relevant Final Terms Each Manager represents and agrees that a non-exempt offer may be made in the Republic of Italy, the offering of the Certificates Issue 2018-1 Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Certificates the Issue 2018-1 Notes may not be offered, sold or delivered, nor may copies of this Base the Final Prospectus or of any other document relating to the Certificates Issue 2018-1 Notes be distributed in the Republic of Italy, except: (ai) to qualified investors (investitori qualificati) (“Qualified Investors”), as defined pursuant to Article 2 100 of Prospectus Legislative Decree No. 58 of February 24, 1998, as amended (the Financial Services Act) and Article 34-ter, first paragraph, letter (b) of the Commissione Nazionale per le Società e la Borsa (CONSOB) Regulation and any applicable provision No. 11971 of Italian laws and regulations;May 14, 1999, as amended from time to time (Regulation No. 11971); or (bii) in other circumstances which are exempted from the rules on offers of securities to be made to the public offerings pursuant to the Prospectus Regulation, Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”), Act and Article 34-ter, first paragraph, of CONSOB ter Regulation No. 11971 of 14 May 199911971. In addition, as amended (the "Regulation 11971/1999"). Any each Manager represents and agrees that any offer, sale or delivery of the Certificates in the Republic of Italy Issue 2018-1 Notes or distribution of copies of this Base the Final Prospectus or any other document relating to the Certificates Issue 2018-1 Notes in the Republic of Italy under Error! Reference source not found. (i) or Error! Reference source not found. (ii) above must be: (iA) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 16190 of 15 February 2018 October 29, 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1, 1993, as amended (the “Italian Banking Act”) and any other applicable laws and regulations); (iiB) in compliance with Article 129 of the Italian Banking Act, as amended amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, with regard, inter alia, pursuant to which the reporting obligations requiredBank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and (iiiC) in compliance with any other applicable laws and regulations (including article 100-bis of the Financial Services Act, where applicable) or requirement requirements imposed by CONSOB or the Bank of Italy or other Italian authority.