AVVISO n.3814 13 Marzo 2012 SeDeX − INV. CERTIFICATES

AVVISO n.3814

13 Marzo 2012

SeDeX − INV. CERTIFICATES

Mittente del comunicato : Borsa Italiana

Societa' oggetto dell'Avviso

: BANCA IMI

Oggetto : Inizio negoziazione 'Investment Certificates − Classe B' 'BANCA IMI'

Testo del comunicato

Si veda allegato.

Disposizioni della Borsa

Strumenti finanziari: Express Certificates su Indice Eurostoxx50 e Fast

Bonus Best of Certificates su Generali e Enel

Emittente: BANCA IMI

Rating Emittente: Società di rating

Long term

Data report

Moody's A2 05/10/2011

Standard & Poor's BBB+ 10/02/2012

Fitch A- 06/02/2012

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 14/03/2012

Mercato di quotazione: Borsa - Comparto SEDEX “Investment Certificates -

Classe B”

Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.

IA.5.1.5 delle Istruzioni

Operatore incaricato ad assolvere l’impegno di quotazione:

Banca IMI S.p.A.

Member ID Specialist: MM2599

L'operatore specialista s'impegna ad esporre proposte solo in acquisto, ai sensi dell'articolo 4.2.10, comma 3 del Regolamento.

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Express Certificates su Indice Eurostoxx50 e Fast Bonus Best of Certificates su Generali e Enel

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 14/03/2012, gli strumenti finanziari "Express Certificates su Indice Eurostoxx50 e Fast Bonus Best of Certificates su Generali e Enel " (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.

Allegati:

- Scheda riepilogativa delle caratteristiche dei securitised derivatives;

- Estratto del prospetto di quotazione dei Securitised Derivatives

Num. Serie

Codice Isin

Local Market TIDM

TIDM

Short Name

Long Name

Sottostante

Strike

Data Scadenza

Parità

Quantità

Lotto Negoziazione

EMS

Prima Barriera

XS0724016208

I00638

U3OH

X00000XXX00XX

XX XXX00XXXXX0000,00XX0000,00X000000

EURO STOXX 50® Index (Codice Bloomberg: <SX5E Index>)

2416,66

29/01/16

5000

1208,33

XS0724017271

I00639

U3OI

I00639ENGENBON

BI ENGENCCPBONAB50%E290116

Enel SPA; Ass.Generali SPA

29/01/16

2409

Num. Serie Prima Barriera %
1	50
2	50

FINAL TERMS

December 27, 2011

BANCA IMI S.P.A.

Up to 5,000 Fast Bonus Best of Certificates on Generali and Enel under the Warrant and Certificate Programme

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 Securities in any Member State of the European Economic Area which has implemented 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 Securities. Accordingly any person making or intending to make an offer of the Securities may only do so:

(i) in circumstances in which no obligation arises for the Issuer or any Manager 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 51 of Part A below, provided such person is one of the persons mentioned in Paragraph 51 of Part A below and that such offer is made during the Offer Period specified for such purpose therein.

Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances. The expression Prospectus Directive means Directive 2003/71/EC and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 2 August 2011 and the supplement to the Base Prospectus dated 14 October 2011 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). This document (which for the avoidance of doubt may be issued in respect of more than one series of Securities) constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as supplemented. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus as supplemented. The Base Prospectus as supplemented is available for viewing during normal business hours at the registered office of the Issuer and the specified offices of the Principal Security Agent.

References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms insofar as they relate to such series of Securities, save as where otherwise expressly provided.

These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to "Securities" shall be deemed to be references to the relevant Certificates that are the subject of these Final Terms and references to "Securities" and "Security" shall be construed accordingly.

1. Issuer: Banca IMI S.p.A.

2. Specific provisions for each Series:

Series Number

No. of Securities issued

No. of Securities per Unit

Issue price per Security

Call/Put

Exercise Price

Exercise Date

Up to

5,000

Securities

Not Applicable

EUR 1,000

Not Applicable

See item 7 below

3. Consolidation: Not Applicable

4. Type of Securities and underlying asset: (a) The Securities are Certificates. The Securities are Share

Securities.

(b) The Securities relate to a basket of Shares (the Basket of Shares) comprised of the ENEL SpA ordinary shares (Bloomberg Code: ENEL IM Equity) (the ENEL Shares) and the Assicurazioni Generali SpA ordinary shares (Bloomberg Code G IM Equity) (the GENERALI Shares) (each such shares the relevant Shares).

5. Averaging: Not applicable

6. Issue Date: The issue date of the Securities is 31 January 2012.

7. Exercise Date: The exercise date of the Securities is:

- where the First Early Termination Event has occurred on the First Observation Date: the First Observation Date;

- where the Second Early Termination Event has occurred on the Second Observation Date: the Second Observation Date; and

- where neither the First Early Termination Event has occurred on the First Observation Date nor the Second Early Termination Event has occurred on the Second Observation Date: the Final Valuation Date.

Terms used herein and not defined have the meaning ascribed to them in Annex 1.

8. Settlement Date: The settlement date for the Securities is:

- where the First Early Termination Event has occurred on the First Observation Date: 31 January 2014 (the “First Early Termination Date”); or

- where the Second Early Termination Event has occurred on the Second Observation Date: 30 January 2015 (the “Second Early Termination Date”); and

- where neither the First Early Termination Event has occurred on the First Observation Date nor the Second Early Termination Event has occurred on the Second Observation Date: 29 January 2016 (the “Scheduled Termination Date”).

For the avoidance of any doubt, should the First Early Termination Event occur on the First Observation Date, the Securities shall be automatically exercised on the First Observation Date and upon payment of the Cash Settlement Amount specified in item 27 below as payable on the First

Early Termination Date no further payment shall be due in respect of the Securities.

For the avoidance of any doubt, should the Second Early Termination Event occur on the Second Observation Date, the Securities shall be automatically exercised on the Second Observation Date and upon payment of the Cash Settlement Amount specified in item 27 below as payable on the Second Early Termination Date, no further payment shall be due in respect of the Securities.

Terms used herein and not defined have the meaning ascribed to them in Annex 1.

9. Number of Securities being issued: The number of Securities being issued is set out in

paragraph 2 under "Specific Provisions for each Series", above. The number of Securities being issued will not exceed 5,000 Securities and will be determined at the end of the Offer Period (as defined in item 51 below) and such final amount will be filed with the CSSF as competent authority and published on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) pursuant to Articles 8 and 14(2) of the Prospectus Directive.

10. Issue Price: The issue price per Security is set out in paragraph 2 under "Specific Provisions for each Series", above.

11. Settlement Business Day: Not Applicable

12. Exchange Business Day: Any Scheduled Trading Day on which the Exchange and the

Related Exchange is open for trading during their respective regular trading session, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time.

13. Business Day Centre(s): The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 3 is Milan.

14. Settlement: Settlement will be by way of cash payment (Cash Settled Securities).

15. Issuer's option to vary settlement: The Issuer does not have the option to vary settlement in

respect of the Securities.

16. Exchange Rate: Not Applicable.

17. Settlement Currency: The settlement currency for the payment of the Cash Settlement Amount is EUR.

18. Name and address of Calculation Agent: The Calculation Agent is Banca IMI S.p.A., with its

registered office at Xxxxx Xxxxxxxx 0, 00000 Xxxxx.

19. Exchange(s): For the purposes of Condition 3 and Condition 13(B), the relevant Exchange is the Borsa Italiana S.p.A. – XXX (Xxxxxxx Xxxxxxxxxx Xxxxxxxxx).

00. Exchange(s), Index Sponsor and Designated Multi-Exchange Indices:

Not Applicable

21. Commodity Indices: Not Applicable

22. Related Exchange(s): For the purpose of Condition 3 and Condition 13(B), the relevant Related Exchange is the Borsa Italiana S.p.A. – IDEM (Mercato degli Strumenti Derivati).

23. Multiplier: Not Applicable

24. Nominal Amount and Relevant Screen Page: Not Applicable

25. Relevant Asset(s): Not Applicable

26. Entitlement: Not Applicable

27. Cash Settlement Amount: Per each Certificate,

(I) where the First Early Termination Event has occurred on the First Observation Date, the Cash Settlement Amount payable on the First Early Termination Date will be EUR 1,068.50; or

(II) where the Second Early Termination Event has occurred on the Second Observation Date, the Cash Settlement Amount payable on the Second Early Termination Date will be EUR 1,137; or

(III) where neither the First Early Termination Event has occurred on the First Observation Date nor the Second Early Termination Event has occurred on the Second Observation Date, the Cash Settlement Amount payable on the Scheduled Termination Date will be an amount in the Settlement Currency calculated by the Calculation Agent in accordance with the following formula and rounding the resultant figure to nearest EUR cent, 0.005 EUR being rounded upwards:

(A) where the Final Level of the ENEL Shares and/or the GENERALI Shares is higher than or equal to the respective Barrier Level:

Cash Settlement Amount = the higher of (i) EUR 1,205.50 and (ii) the product of the Best Share Performance by EUR 1,000

(B) where either the Final Level of the ENEL Shares and the Final Level of the GENERALI Shares is lower than the respective Barrier Level:

Cash Settlement Amount = the product of the Best Share Performance by EUR 1,000

Definitions contained in Annex 1 will apply to the issue of the Certificates described by these Final Terms.

Upon occurrence of a Market Disruption Event on the Initial Valuation Date, on the Final Valuation Date or an Observation Date (all as defined in Annex 1) or upon occurrence of a correction to prices, the provisions set forth in Annex 1 will apply.

Upon occurrence of any Potential Adjustment Events in

respect of any of the relevant Shares or upon occurrence of a De-listing, Insolvency, Merger Event, Demerger, Nationalisation or Tender Offer in respect of any of the relevant Shares, the provisions set forth in Annex 1 will apply.

28. Settlement Price: Not Applicable

29. Adjustments to Valuation Date and/or Averaging Date:

The provisions set forth in Annex 1 will apply

30. Redemption of Debt Instruments: Not Applicable

31. Valuation Time: See Annex 1

32. Currency Securities: Not Applicable

33. Fund Securities: Not Applicable

34. Tender Offer: Applicable, the provisions set forth in Annex 1 will apply

35. Additional Disruption Events: Not Applicable

36. Failure to Deliver due to Illiquidity: Not Applicable

37. Credit Securities: Not Applicable

PROVISION RELATING TO WARRANTS

38. Type of Warrants: Not Applicable

39. Exercise Price: Not Applicable

40. Exercise Period: Not Applicable

41. (i) Automatic Exercise:

(ii) Renouncement Notice Cut-off Time:

Not Applicable Not Applicable

42. Minimum Exercise Number: Not Applicable

43. Maximum Exercise Number: Not Applicable

44. Units: Not Applicable

PROVISIONS RELATING TO REMUNERATION IN RESPECT OF CERTIFICATES

45. Notional Amount per Certificate: Not Applicable

46. Remuneration Payment Dates: 31 January 2013, subject to adjustments in accordance with the Following Business Day Convention

47. Remuneration Amount: EUR 75.00 per each Certificate

GENERAL

48. Form of Securities: Temporary Global Security exchangeable for a

Permanent Global Security which is exchangeable for Definitive Securities only in the limited circumstances specified in the Permanent Global Security

49. Other final terms: Definitions contained in Annex 1 will apply to the issue of the Certificates described by these Final Terms.

DISTRIBUTION

50. Syndication:

(i) If syndicated, names and addresses of Managers and underwriting commitments:

Not Applicable

(ii) Date of Subscription Agreement:

Not Applicable

(ii) Stabilising Manager (if any):

Not Applicable

If non-syndicated, name and address of Manager (if not the Issuer):

See item 51 below

Total commission and concession: A commission payable to the Manager (as defined in item 51

below) equal to 4.50 per cent. of the Issue Price in respect of Securities placed.

51. Non exempt Offer: An offer of the Securities may be made by the Manager other

than pursuant to Article 3(2) of the Prospectus Directive in Italy (Public Offer Jurisdiction) during the period from 28 December 2011 to and including, subject to early closure, 5:30

p.m. (Milan time) on 27 January 2012 or, in respect of door-to- door sales by means of financial promoters (promotori finanziari) only, during the period from 28 December 2011 to and including, subject to early closure, 5:30 p.m. (Milan time) on 20 January 2012 (any such offer period, as it may be amended in case of early closure of the Offer, the Offer Period), subject as provided in Paragraph 7 of Part B below.

The Securities are being offered to the public in Italy pursuant to Articles 17 and 18 of the Prospectus Directive and the implementing provisions in Italy.

Luxemburger Wort) and in a leading newspaper having general circulation in Italy (which is expected to be the MF) or (ii) on the website of the Issuer and the Manager. The early closure of the offer will be effective the first TARGET Settlement Day following publication.

The Issuer may revoke or withdraw the offer. Notice of revocation/withdrawal of the offer will be given by the Issuer by publication (i) in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and in a leading newspaper having general circulation in Italy (which is expected to be the MF) or (ii) on the website of the Issuer and the Manager. Upon revocation/withdrawal of the offer, all subscription applications will become void and of no effect, without further notice.

Manager:

Barclays Bank plc., Italian branch, Xxx xxxxx Xxxxxxx 00, 00000 Xxxxx

(the Manager).

The Issuer will act as lead manager of the placement syndicate (Responsabile del Collocamento as defined under article 93-bis of the Legislative Decree of 24 February 1998, n. 58, as subsequently amended (the "Financial Services Act") but will not act as Manager and, accordingly, will not place any Securities to the public in Italy.

The Issuer and the Manager have agreed under a placement agreement (the Placement Agreement) the Manager will place the Securities without a firm commitment. The Placement Agreement will be dated on or about 27 December, 2011.

See further Paragraph 7 of Part B below.

52. Additional selling restrictions: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdiction and admission to trading on the regulated market of the Luxembourg Stock Exchange of the Securities described herein pursuant to the Warrant and Certificate Programme of Banca IMI S.p.A.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. The information relating to the Issuer’s credit ratings in Paragraph 2 of Part B (the Reference Information) contained herein, has been accurately extracted from the website of the rating agencies xxx.xxxxxxxxxxxxxxxx.xxx , xxx.xxxxxx.xxx , and xxx.xxxxxxxxxxxx.xxx. The Issuer accepts responsibility for the accuracy of their extraction and accepts no further or other responsibility in respect of such information.

Signed on behalf of the Issuer:

By: .................................................

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: Luxembourg

(ii) Admission to trading: Application is expected to be made by the Issuer (or on its

behalf) for the Securities to be admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from the Issue Date.

After the Issue Date, application may be made by the Issuer (or on its behalf) to list the Securities on such further or other stock exchanges or regulated markets or admitted to trading on such other trading venues (including without limitation multilateral trading facilities) as the Issuer may determine.

2. RATINGS

Ratings: The Securities are not expected to be rated.

At the date of these Final Terms, the Issuer’s credit rating is as follow:

Standard & Poor’s: A long term rating; A-1 short term rating; outlook Negative. On 7 December 2011 S&P long term and short term ratings on the Issuer have been placed on CreditWatch with negative implications for a possible downgrade.

An obligor rated 'A' has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories.

An obligor rated 'A-1' has strong capacity to meet its financial commitments. It is rated in the highest category by Standard & Poor's. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitments is extremely strong.

Moody’s: A2 long term rating; P-1 short term rating; outlook Negative

Financial obligations rated “A” are considered upper- medium grade and are subject to low credit risk. Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid- range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Issuers (or supporting institutions) rated Prime-1 have a

superior ability to repay short-term debt obligations.

Fitch Ratings: A long term rating; F1 short term rating; outlook Negative. On 20 December 2011 Fitch long term and short term ratings on the Issuer have been placed on CreditWatch with negative implications for a possible downgrade.

‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case of higher ratings.

F1 indicates the strongest intrinsic capacity for timely payment of financial commitments.

The meanings of ratings may be found on the websites of the rating agencies (xxx.xxxxxxxxxxxxxxxx.xxx , xxx.xxxxxx.xxx, and xxx.xxxxxxxxxxxx.xxx) and may be updated by the rating agencies from time to time.

Notice of any change to the Issuer’s credit rating subsequent to the date of these Final Terms and during the Offer Period will be given by publication (i) in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxembourg Wort) and in a leading newspaper having general circulation in Italy (which is expected to be “MF”) or (ii) on the website of the Issuer and of the Managers.

Standard & Poor’s, Moody’s and Fitch Ratings are established in the European Union and are registered under Regulation (EC) No. 1060/2009 (as amended).

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Banca IMI S.p.A. is expected to enter into hedging arrangements with market counterparties in connection with the issue of the Securities in order to hedge its exposure and it will act as Calculation Agent under the Securities. See the risk factor “Potential Conflicts of Interest” at pages 27 to 28 of the Base Prospectus.

Where the Securities placed by the Manager should be lower and/or higher the notional amount of the hedging arrangements entered into by the Issuer, the Issuer will unwind such arrangements for the notional amount in excess of the Securities placed or respectively will enter into additional hedging arrangements in respect of the shortfall. Costs and expenses resulting from the unwinding of any such hedging arrangements or from the Issuer entering into any additional hedging arrangements will be borne by the Issuer.

Save as discussed above and save for any fees payable to the Manager referred to in item 50 of Part A above, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus

(ii) Estimated net proceeds: The net proceeds (net of the commissions referred to in item 50

of Part A above) of the issue of the Securities will be up to EUR 4,775,000

(iii) Estimated total expenses: The estimated total expenses that can be determined as of the

Issue Date are up to EUR 1,660 consisting of Listing Fees, such expenses excluding certain out-of pocket expenses incurred or to be incurred by or on behalf of the Issuer in connection with the admission to trading of the Securities.

5. PERFORMANCE OF BASKET OF SHARES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE BASKET OF SHARES

The underlyings of the Securities are ordinary shares in ENEL SpA (Bloomberg Code: ENEL IM Equity) and ordinary shares in Assicurazioni Generali SpA (Bloomberg Code G IM Equity).

Enel SpA is Italy's largest power company, and Europe's second listed utility by installed capacity. It is an integrated player which produces, distributes and sells electricity and gas. Enel SpA is also the second-largest Italian operator in the natural gas market.

Assicurazioni Generali SpA is the parent and principal operating company of the Generali Group. The Generali Group is one of the most significant players in the global insurance and financial products market.

In respect of each of the relevant Shares, certain historical information in respect of such shares (including past performance thereof) may be found on major information providers, such as Bloomberg and Reuters. Information about each of the relevant Shares may also be found at the web site of the respective Basket Company xxx.xxxx.xxx and xxx.xxxxxxxx.xxx .

The Settlement Date of the Securities (and therefore the tenor of the Securities) will vary depending upon the occurrence of the First Early Termination Event on the First Observation Date, or the Second Early Termination Event on the Second Observation Date, so that where neither the First Early Termination Event has occurred on the First Observation Date nor the Second Early Termination Event has occurred on the Second Observation Date, the Settlement Date of the Securities will be 29 January 2016. As the occurrence of the First Early Termination Event on the First Observation Date, or the Second Early Termination Event on the Second Observation Date is depending upon the Relevant Price of the ENEL Shares and/or of the Relevant Price of the GENERALI Shares on such date being higher than or equal to the relevant Initial Level, the actual tenor of the Securities will be dependant from the performance of either the ENEL Shares or the GENERALI Shares over the Initial Level on the mentioned Observation Dates.

In addition to the tenor of the Securities, also the Cash Settlement Amount payable thereunder may vary depending upon the performance of either the ENEL Shares or the GENERALI Shares. In details, under the Securities, holders thereof are entitled to receive on the Settlement Date a Cash Settlement Amount equal to:

(i) where the First Early Termination Event has occurred on the First Observation Date and therefore the Settlement Date of the Securities is 31 January 2014, EUR 1,068,5;

(ii) where the Second Early Termination Event has occurred on the Second Observation Date and therefore the Settlement Date of the Securities is 30 January 2015, EUR 1,137;

(iii) where neither the First Early Termination Event has occurred on the First Observation Date nor the Second Early Termination Event has occurred on the Second Observation Date and therefore the Settlement Date of the Securities is 29 January 2016, an amount depending whether

a. the Final Level of the ENEL Shares and/or the GENERALI Shares is higher than or equal to the respective Barrier Level, in which circumstance the Cash Settlement Amount

will be the higher of (i) EUR 1,205.50 and (ii) the product of the Best Share Performance by EUR 1,000;

b. the Final Level of the ENEL Shares and the Final Level of the GENERALI Shares is lower than the respective Barrier Level, in which circumstance the Cash Settlement Amount will be the product of the Best Share Performance by EUR 1,000, i.e an amount lower than the Issue Price.

In addition to the Cash Settlement Amount, holders of the Securities are also entitled to receive a Remuneration Amount equal to 75 EUR per each Certificate on 31st January 2013 (Remuneration Payment Date).

See for further details Annex 1.

Securityholders and prospective investors in the Securities should therefore be aware and carefully consider that:

⮚ the actual tenor of the Securities and actual Exercise Dates and Settlement Dates thereof will vary depending upon the Relevant Price of the ENEL Shares and/or of the Relevant Price of the GENERALI Shares on the Observation Dates being higher than or equal to the relevant Initial Level;

⮚ the Cash Settlement Amount payable upon occurrence of the First Early Termination Event on the First Observation Date or upon occurrence of the Second Early Termination Event on the Second Observation Date will be a fixed amount (of EUR 1,068.5 or of EUR 1,137 respectively). Therefore, whilst, in order for the First Early Termination Event to occur on the First Observation Date or for the Second Early Termination Event to occur on the Second Observation Date, the Relevant Price of the ENEL Shares and/or of the Relevant Price of the GENERALI Shares on such date has to be higher or equal than the relevant Initial Level, the Cash Settlement Amount payable in such circumstances will not reflect the actual performance of such relevant Share.

⮚ where neither the First Early Termination Event has occurred on the First Observation Date nor the Second Early Termination Event has occurred on the Second Observation Date and therefore the Settlement Date of the Securities is 29 January 2016, the Cash Settlement Amount of the Securities may be in certain circumstances (where either the Final Level of the ENEL Shares and the Final Level of the GENERALI Shares is lower than the respective Barrier Level) lower than the Issue Price thereof, and therefore the negative performance of the relevant Shares over the tenor of the Securities will result in a loss for the initial subscriber of the Securities;

⮚ upon occurrence of certain disruption events, the Issuer, acting in its capacity as Calculation Agent, will be entitled to take certain action determination or judgement acting in its sole discretion. All such action, determination or judgements may influence the amounts receivable under the Securities.

AN INVESTMENT IN THE SECURITIES ENTAILS SIGNIFICANT RISK. SECURITIES ARE COMPLEX FINANCIAL INSTRUMENTS WHICH MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS.

The Issuer does not intend to provide any post-issuance information in relation to the relevant Shares and performance thereof and/or the market value from time to time of the Securities and/or any other post-issuance information in relation to the Securities, unless required by applicable law or save as otherwise provided in the Conditions.

6. NOTIFICATION

The CSSF has provided inter alios the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

7. TERMS AND CONDITIONS OF THE OFFER

Offer Price: Issue Price

Investors should take into consideration that the Offer Price embeds placement commissions payable by the Issuer to the Manager as described in Paragraph 50 of Part A above.

Investors should also take into consideration that when the Securities are sold on the secondary market after the Offer Period, the above mentioned commissions are not taken into consideration in determining the price at which such Securities may be sold on the secondary market.

Conditions to which the offer is subject: Offer of the Securities is conditional on their issue only.

The time period, including any possible amendments, during which the offer will be open and description of the application process:

The Offer will be open during the Offer Period (as defined in the paragraph 51 of Part A above).

During the Offer Period, prospective investors may subscribe the Securities during normal Italian banking hours at the Italian offices (filiali) of the Manager by filling in, duly executing (also by appropriate attorneys) and delivering a specific acceptance form (the Acceptance Form) (Scheda di Adesione).

The Acceptance Form is available at each Manager’s office.

Subscription of the Securities may also be made by door-to-door sales by means of financial promoters (promotori finanziari).

Subscription of the Securities may not be made by means of distance or on line communications techniques.

There is no limit to the subscription application which may be filled in and delivered by the same prospective investor with the Manager within the maximum number of Securities offered of 5,000 Securities.

The subscription of the Securities is irrevocable, save as detailed below in respect of subscriptions by financial promoters or as otherwise provided by law, and may not be subject to conditions.

As to the subscriptions by financial promoters, subscription applications may be revoked by investors at no costs and fees through a specific request made to the financial promoter which has received the relevant subscription application or to the relevant Manager within the seventh day after subscription having made.

Details of the minimum and/or maximum amount of application:

The Securities may be subscribed in a minimum lot of no. 1 Security (the Minimum Lot) and an integral number of Securities higher than the Minimum Lot and being an integral multiple of 1

There is no maximum amount of application within the maximum number of Securities offered of 5,000 Securities.

Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

Not Applicable

Details of the method and time limits for paying up and delivering the Securities:

The total consideration for the Securities subscribed must be made by the investor on the Issue Date to the Manager’s office which has received the relevant

subscription form.

The Securities will be delivered on the Issue Date, subsequent to the payment of the Offer Price, to potential Securityholders in the deposit accounts held, directly or undirectly, by the Manager at Euroclear and/or Clearstream.

Manner in and date on which results of the offer are to be made public:

Not later than 5 days on which the TARGET2 System is open following the closing of the Offer Period (as amended in the event of early closure of the Offer Period), the Issuer will notify the public of the results of the offer through a notice published on the website of either the Issuer and the Manager.

Procedure for exercise of any right of pre- emption, negotiability of subscription rights and treatment of subscription rights not exercised:

Not Applicable

Categories of potential investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:

The Securities will be offered only to the public in Italy.

Qualified investors, as defined in Article 2 (i) (e) of the Prospectus Directive 2003/71/EC, are allowed to subscribe the Securities.

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

The Manager shall notify applicants with amounts allotted.

Without prejudice of Paragraph 51 of Part A above, subscription applications will be satisfied until reaching the maximum Number of Securities offered of 5,000 Securities; thereafter the Manager will immediately suspend receipt of further subscription applications and the Offer Period will be closed early by the Issuer accordingly to the procedure described in paragraph 51 of Part A above.

Upon the closure of the Offer Period, in the event that, notwithstanding the above, the aggregate amount of Securities requested to be subscribed exceed the maximum Number of Securities offered of 5,000 Securities, the Issuer will allot the Securities in accordance with allotment criteria so to assure transparency and equal treatment amongst all potential subscribers thereof.

Dealings in the Securities may not commence before the Issue Date

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

No expenses and duties will be charged by the Issuer to the subscribers of the Securities.

Investors should take into consideration that the Offer Price embeds commissions payable by the Issuer to the Managers as described in Paragraph 50 of Part A above.

7. DISTRIBUTORS

(i) Name(s) and address(es), to the extent known to the Issuer, of the Distributors in the various countries where the offer takes place:

See paragraph 51 of Part A

(ii) Name and address of the co- ordinator(s) of the global offer and of single parts of the offer:

The Issuer will act as lead manager of the placement syndicate (Responsabile del Collocamento as defined under article 93-bis of the Financial Services Act)

(iii) Name and address of the any paying agents and depository agents in each country (in addition to the Principal Security Agent):

Not Applicable

(iv) Entities agreeing to underwrite the issue on a firm commitment basis and entities agreeing to place the issue without a firm commitment or under “best efforts” arrangements:

See paragraph 51 of Part A

(v) Date of signing of the placement agreement:

See paragraph 51 of Part A

8. OPERATIONAL INFORMATION

(i) ISIN Code: XS0724017271

(ii) Common Code: 072401727

(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):

Not Applicable

(iv) Names and addresses of initial Security Agents:

BNP Paribas Securities Services, Luxembourg branch

00, xxx xx Xxxxxxxxx Xxxxxx-Xxxxxxxxxx X-0000 Xxxxxxxxxx

XXXXX 1

(This Annex 1 forms part of the Final Terms to which it is attached)

SECTION I. DEFINITIONS

The following terms will have in these Final Terms the following meaning ascribed to them:

Barrier Level means, in respect of each of the relevant Shares, a price equal to 50 per cent. of the relevant Initial Level.

Best Share Performance means the higher of (i) the ENEL Performance and (ii) the GENERALI Performance.

Disrupted Day means any Scheduled Trading Day on which the Exchange or the Related Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred.

ENEL Performance means the ratio of (i) the Final Level in respect of the ENEL Shares and (ii) the Initial Level in respect of the ENEL Shares

Final Level means, in respect of each of the relevant Shares, the Relevant Price of such Shares on the Final Valuation Date, subject to the provisions under “Final Valuation Date”.

Final Valuation Date means 25 January 2016 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day in respect of any of the relevant Shares (such affected relevant Shares the “Affected Shares”). Where any such day is a Disrupted Day, then the Final Valuation Date for the relevant Shares other than the Affected Shares shall be the Scheduled Final Valuation Date and the Final Valuation Date for the Affected Shares shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day in respect of the Affected Shares, unless each of the eight Scheduled Trading Days immediately following the Scheduled Final Valuation Date is a Disrupted Day in respect of the Affected Shares and/or the relevant Sunset Date fall earlier than such eighth Scheduled Trading Day. In that case, (i) that eighth Scheduled Trading Day (or, if earlier, the relevant Sunset Date) shall be deemed to be the Final Valuation Date in respect of the Affected Shares, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine its good faith estimate of the value of the relevant security as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date).

First Early Termination Event means the occurrence on the First Observation Date of the Relevant Price of the ENEL Shares and/or of the Relevant Price of the GENERALI Shares on such date being higher than or equal to the relevant Initial Level, subject to the provisions under “First Observation Date”.

First Observation Date means 17 January 2014 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day in respect of any of the relevant Shares (such affected relevant Shares the “Affected Shares”). Where any such day is a Disrupted Day, then the First Observation Date for the relevant Shares other than the Affected Shares shall be the Scheduled First Observation Date and the First Observation Date for the Affected Shares shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day in respect of the Affected Shares, unless each of the eight Scheduled Trading Days immediately following the Scheduled First Observation Date is a Disrupted Day in respect of the Affected Shares and/or the relevant Sunset Date fall earlier than such eighth Scheduled Trading Day. In that case, (i) that eighth Scheduled Trading Day or, if earlier, the relevant Sunset Date shall be deemed to be the First Observation Date in respect of the Affected Shares, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine its good faith estimate of the value of the relevant security as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date).

GENERALI Performance means the ratio of (i) the Final Level in respect of the GENERALI Shares and (ii) the Initial Level in respect of the GENERALI Shares.

Initial Level means, in respect of each of the relevant Shares, the Relevant Price of such Shares on the Initial Valuation Date, subject to the provisions under “Initial Valuation Date”.

Initial Valuation Date means 31 January 2012 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day in respect of any of the relevant Shares (such affected relevant Shares the “Affected Shares”). Where any such day is a Disrupted Day, then the Initial Valuation Date for the relevant Shares other than the Affected Shares shall be the Scheduled Initial Valuation Date and the Initial Valuation Date for the Affected Shares shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day in respect of the Affected Shares, unless each of the eight Scheduled Trading Days immediately following the Scheduled Initial Valuation Date is a Disrupted Day in respect of the Affected Shares. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be the Initial Valuation Date in respect of the Affected Shares, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine its good faith estimate of the value of the relevant security as of the Valuation Time on that eighth Scheduled Trading Day.

Market Disruption Event has the meaning ascribed to it in Condition 13(B).

Observation Date means the First Observation Date or the Second Observation Date, as relevant.

Relevant Price means, in respect of each of the relevant Shares and the relevant Initial Valuation Date, Final Valuation Date or a relevant Observation Date, the prezzo di riferimento of such relevant Shares as of the Valuation Time on such Initial Valuation Date, Final Valuation Date or Observation Date, as the case may be, or, where such Initial Valuation Date, Final Valuation or Observation Date is a Disrupted Day, the price of such relevant Shares as of the Valuation Time on such Disrupted Day as determined by the Calculation Agent, all as specified under “Initial Valuation Date”, “Final Valuation Date”, “First Observation Date” or “Second Observation Date”.

Scheduled Closing Time means, in respect of an Exchange or the Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.

Scheduled Final Valuation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Final Valuation Date.

Scheduled First Observation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the First Observation Date.

Scheduled Initial Valuation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Initial Valuation Date.

Scheduled Second Observation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Second Observation Date.

Scheduled Trading Day means any day on which each Exchange and each Related Exchange are scheduled to be open for trading for their respective regular trading session.

Second Early Termination Event means the occurrence on the Second Observation Date of the Relevant Price of the ENEL Shares and/or of the Relevant Price of the GENERALI Shares on such date being higher than or equal to the relevant Initial Level, subject to the provisions under “Second Observation Date”.

Second Observation Date means 16 January 2015 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day in respect of any of the relevant Shares (such affected relevant Shares the “Affected Shares”). Where any such day is a Disrupted Day, then the Second Observation Date for the relevant Shares other than the Affected Shares shall be the Scheduled Second Observation Date and the Second Observation Date for the Affected Shares shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day in respect of the Affected Shares, unless each of the eight Scheduled Trading Days immediately following the Scheduled Second Observation Date is a Disrupted Day in respect of the Affected Shares and/or the relevant Sunset Date fall earlier than such eighth Scheduled Trading Day. In that case, (i) that eighth Scheduled Trading Day or, if earlier,

the relevant Sunset Date shall be deemed to be the Second Observation Date in respect of the Affected Shares, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine its good faith estimate of the value of the relevant security as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date).

Sunset Date means

(i) in respect of the First Observation Date, 29 January 2014;

(ii) in respect of the Second Observation Date, 28 January 2015; and

(iii) in respect of the Final Valuation Date, 27 January 2016.

TARGET Settlement Day means a day on which the TARGET2 System or any successor thereto is open.

Valuation Time means the Scheduled Closing Time on the relevant Exchange.

SECTION II. POTENTIAL ADJUSTMENT EVENTS

Upon occurrence of a Potential Adjustment Event (as defined in Condition 13(B)(2)) in respect of any of the ENEL Shares and/or the GENERALI Shares, the provisions set forth in Condition 13(B)(2) will apply.

SECTION III. EXTRAORDINARY EVENTS

Upon occurrence of a Merger Event, Tender Offer, Nationalisation, Insolvency, De-listing or Demerger in respect of any of the ENEL Shares and/or the GENERALI Shares, the following provisions shall apply separately to each of the ENEL Shares and/or the GENERALI Shares:

(A) in case of a Merger Event, and where the consideration for the relevant Shares consists (or, at the option of the holder of such relevant Shares, will consist) solely of New Shares, the New Shares and the issuer thereof will be deemed to be the relevant Shares and the relevant Basket Company, and the Calculation Agent, (i) if necessary, will make the corresponding adjustments to any terms of these Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for the Merger Event (provided however that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the relevant Shares) and (ii) determine the effective date of that adjustments.

(B) in case of a Demerger, such that there is more than one resulting relevant Shares, only one such Share shall constitute the relevant Share (as selected by the Calculation Agent following the declaration by the Basket Company of the terms of such Demerger) and the Calculation Agent, (i) will make the corresponding adjustments to any terms of these Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for the Demerger (provided however that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the relevant Shares) and (ii) determine the effective date of that adjustments.

(C) in case of Tender Offer, Nationalisation, Insolvency, De-listing or (where (A) above does not apply) Merger, the relevant Shares shall be substituted by the substituting relevant Shares, whereupon the substituting relevant Shares shall be deemed to be the relevant Shares and the issuer thereof the Basket Company and the Calculation Agent, (i) will make the corresponding adjustments to any terms of these Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for the Tender Offer, Nationalisation, Insolvency, De-listing or (where (A) above does not apply) Merger Event (provided however that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the relevant Shares) and (ii) determine the effective date of that adjustments.

Such adjustments may include (but are not limited to) adjusting the Relevant Price on the Initial Valuation Date of the substituting relevant Shares to reflect the performance of the substituted relevant Shares (the “substituted relevant Shares”) from the Initial Valuation Date to the Event Date, in accordance with the following:

Share = SubstitutePrice x Affected Shareinitial

where,

Affected Sharefinal

“Sharei0” means the adjusted Relevant Price on the Initial Valuation Date of the substituting relevant Shares;

“Substitute Price” means the Relevant Price of the substituting relevant Shares on the Event Date, as determined by the Calculation Agent;

“Affected Shareinitial” means the original Relevant Price of the substituted relevant Shares on the Initial Valuation Date;

“Affected Sharefinal” means the Relevant Price of the substituted relevant Shares on the Event Date, as determined by the Calculation Agent;

“Event Date” means the date on which the substitution is effected.

“substituting relevant Share”: means a share determined by the Calculation Agent which complies to the extent possible with the following two conditions:

1. the new share is listed, traded or publicly quoted on a primary exchange or quotation system located in the same currency zone as the exchange or quotation system on which the substituted relevant Share is listed, traded or publicly quoted; and

2. the issuer of which has substantially the same activity as the Basket Company of the substituted relevant Share.

If more than one share complies with these conditions, the Calculation Agent will select that share which was, immediately before the occurrence of the event leading to the substitution, most similar with the substituted relevant Share having regard to the following criteria:

1. the credit rating of the new Basket Company; and

2. the implied volatility and liquidity of the new relevant Shares.

The Calculation Agent may (but need not) determine the appropriate adjustments by reference to the adjustments in respect of the Merger Event, Tender Offer, Nationalisation, Insolvency, Delisting, Demerger made by any options exchange to options on the relevant Shares traded on that options exchange.

Demerger means, in respect of a relevant Share, that the relevant Basket Company is affected by a demerger, including, without limitation, a spin-off, scissione or any other operation of a similar nature.

Merger Event, Tender Offer, Nationalisation, Insolvency, Delisting have the meaning ascribed to such terms in Condition 13(B)(2)(b).

New Shares means ordinary or common shares, whether of the entity or person (other than the Basket Company) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union) and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

SECTION IV. CORRECTION TO PRICES

In the event that any price published on the Exchange and which is used or to be used by the Calculation Agent to determine the relevant Cash Settlement Amount on the relevant Settlement Date is subsequently corrected and the correction is published by the Exchange within one Settlement Cycle after the original publication and in no event later than the close of business on the relevant Sunset Date, the Calculation Agent shall give notice as soon as practicable of that correction and, in determining the relevant Cash Settlement Amount payable on the relevant Settlement Date, will use the price as corrected by the Exchange.

For the purposes of this proviso, the following terms will have the following meaning:

“Clearance System” means, in respect of the relevant Shares, the principal domestic clearance system customarily used for settling trades in the relevant Shares as determined by the Calculation Agent;

“Clearance System Business Day” means, in respect of a Clearance System, any day on which such Clearance System is (or, but for the occurrence of a Settlement Disruption Event, would have been) open for acceptance and execution of settlement instructions;

“Settlement Cycle” means the period of Clearance System Business Days following a trade in the relevant Shares on the Exchange in which settlement will customarily occur according to the rules of such Exchange; “Settlement Disruption Event” means, in respect of the relevant Shares, an event beyond the control of anyone as a result of which the relevant Clearance System cannot clear the transfer of the relevant Shares.

FORM OF RENOUNCEMENT NOTICE

BANCA IMI S.p.A. (the Issuer)

Banca IMI fino a 5.000 Fast Bonus Best of Certificates su Generali ed Enel

ISIN: XS0724017271

(the Securities)

[To: Financial Intermediary

We the undersigned beneficial owners of the Securities hereby communicate that we are renouncing the automatic exercise prior to the Renouncement Notice Cut-off Time of the rights granted by the Securities in accordance with the terms and conditions of the Securities.

The undersigned understands that if this Renouncement Notice is not completed and delivered prior to the Renouncement Notice Cut-off Time or is determined to be incomplete or not in proper form (in the determination of the financial intermediary) it will be treated as null and void. Terms defined herein have the same meaning ascribed to them in the terms and conditions of the Securities.

ISIN Code XS0724017271/Series number of the Securities: 59 Number of Securities the subject of this notice: [ ]

Name of beneficial owner of the Securities

Signature

Spett.le Borsa Italiana S.p.A.

Xxxxxx xxxxx Xxxxxx, 0 00000, Xxxxxx

Xxxxxx, 2 marzo 2012

L'Emittente Banca IMI, con sede in Xxxxx Xxxxxxxx, 0, 00000, Xxxxxx, C.F. e P.IVA. 04377700150, dichiara che i valori necessari per il completamento della domanda di quotazione relativa allo strumento Up to 5,000 Fast Bonus Best of Certificates on Generali and Enel con ISIN XS0724017271 sono riportati nella tabella qui sotto allegata.

Cordiali saluti, Banca IMI

Serie

ISIN

Attività Sottostante

Data di Emissione

Data di Scadenza

Data di Determinazione

Giorno di Valutazione

Periodo di Osservazione dell'Evento Barriera

Livello Barriera

Valore di Riferimento Iniziale

Remouneration Amount fisso con data di pagamento 31 gennaio 2013

Prima data di osservazione del First Early Term.

Event

Prima data di estinzione anticipata

Importo di Liquidazione pagabile al verificarsi della Prima data di estinzione anticipata

XS0724017271

Enel SPA (Codice Bloomberg: ENEL IM Equity);

Assicurazioni Generali SPA (Codice Bloomberg: G IM Equity)

31 gennaio 2012

29 gennaio 2016

31 gennaio 2012

25 gennaio 2016

ENEL S.p.A.: 1,563;

Assicurazioni Generali: 5,965

ENEL S.p.A.: 3,126;

Assicurazioni Generali S.p.A.: 11,93

17 gennaio 2014

31 gennaio 2014

1.068,50

Seconda data di osservazione del Second Early Term. Event

Seconda data di estinzione anticipata

Importo di Liquidazione pagabile al verificarsi della Seconda data di estinzione anticipata

Codice di Negoziazione

Quantità

Cash Settlement / Physical delivery

Stile

Lotto minimo di negoziazione

Volatilità

Tasso free risk %

Valore Attività Sottostante

Prezzo Indicativo Certificate

Valuta di Riferimento

Sponsor dell'Attività Sottostante

16 gennaio 2015

30 gennaio 2015

1.137,00

I00639

2.409

Cash Settlement

Europeo

ENEL S.p.A.: 29%;

Assicurazioni Generali S.p.A.: 33%

1,400%

ENEL S.p.A.: 3,03;

Assicurazioni Generali S.p.A.: 12,38

960

EUR

Borsa Italiana S.p.A.

FINAL TERMS

December 27, 2011

BANCA IMI S.P.A.

Up to 5,000 EURO STOXX 50® Index Express Premium Certificates under the Warrant and Certificate Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that,

Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances. The expression Prospectus Directive means Directive 2003/71/EC and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 2 August 2011 and the supplement to the Base Prospectus dated 14 October 2011 which together constitute a base prospectus for the purposes of the Prospectus Directive(Directive 2003/71/EC) (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). This document (which for the avoidance of doubt may be issued in respect of more than one series of Securities) constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as supplemented. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus as supplemented. The Base Prospectus as supplemented is available for viewing during normal business hours at the registered office of the Issuer and the specified offices of the Principal Security Agent.

1. Issuer: Banca IMI S.p.A.

2. Specific provisions for each Series:

Series Number

No. of Securities issued

No. of Securities per Unit

Issue price per Security

Call/Put

Exercise Price

Exercise Date

Up to

5,000

Securities

Not Applicable

EUR 1,000

Not Applicable

See item 7 below

3. Consolidation: Not Applicable

4. Type of Securities and underlying asset: (a) The Securities are Certificates. The Securities are Index

Securities.

(b) The index to which the Securities relate is the EURO STOXX 50® Index (the Index).

5. Averaging: Not applicable

6. Issue Date: The issue date of the Securities is 31 January 2012.

7. Exercise Date: The exercise date of the Securities is:

- where the First Early Termination Event has occurred on the First Observation Date: the First Observation Date;

- where the Second Early Termination Event has occurred on the Second Observation Date: the Second Observation Date;

- where the Third Early Termination Event has occurred on the Third Observation Date: the Third Observation Date;

- where the Fourth Early Termination Event has occurred on the Fourth Observation Date: the Fourth Observation Date; and

- where no Early Termination Event has occurred on any Observation Date: the Final Valuation Date.

Terms used herein and not defined have the meaning ascribed to them in Annex 1.

8. Settlement Date: The settlement date for the Securities is:

- where the First Early Termination Event has occurred on the First Observation Date: 31 January 2014 (the “First Early Termination Date”); or

- where the Second Early Termination Event has occurred on the Second Observation Date: 31 July 2014 (the “Second Early Termination Date”);

- where the Third Early Termination Event has occurred on the Third Observation Date: 30 January 2015 (the “Third Early Termination Date”);

- where the Fourth Early Termination Event has occurred on the Third Observation Date: 31 July 2015 (the “Fourth Early Termination Date”);

- where no Early Termination Event has occurred on any prior Observation Date: 29 January 2016 (the “Scheduled Termination Date”).

For the avoidance of any doubt:

- should the First Early Termination Event occur on the

First Observation Date, the Securities shall be automatically exercised on the First Observation Date and upon payment of the Cash Settlement Amount specified in item 27 below as payable on the First Early Termination Date no further payment shall be due in respect of the Securities;

- should the Second Early Termination Event occur on the Second Observation Date, the Securities shall be automatically exercised on the Second Observation Date and upon payment of the Cash Settlement Amount specified in item 27 below as payable on the Second Early Termination Date, no further payment shall be due in respect of the Securities;

- should the Third Early Termination Event occur on the Third Observation Date, the Securities shall be automatically exercised on the Third Observation Date and upon payment of the Cash Settlement Amount specified in item 27 below as payable on the Third Early Termination Date, no further payment shall be due in respect of the Securities; and

- should the Fourth Early Termination Event occur on the Fourth Observation Date, the Securities shall be automatically exercised on the Fourth Observation Date and upon payment of the Cash Settlement Amount specified in item 27 below as payable on the Fourth Early Termination Date, no further payment shall be due in respect of the Securities.

Terms used herein and not defined have the meaning ascribed to them in Annex 1.

9. Number of Securities being issued: The number of Securities being issued is set out in

10. Issue Price: The issue price per Security is set out in paragraph 2 under "Specific Provisions for each Series", above.

11. Settlement Business Day: Not Applicable

12. Exchange Business Day: Any Scheduled Trading Day on which (i) the Index Sponsor

publishes the level of the Index and (ii) the Related Exchange is open for trading during its regular trading session, notwithstanding any of the Exchanges or the Related Exchange closing prior to its Scheduled Closing Time.

13. Business Day Centre(s): The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 3 is Milan.

14. Settlement: Settlement will be by way of cash payment (Cash Settled Securities).

15. Issuer's option to vary settlement: The Issuer does not have the option to vary settlement in

respect of the Securities.

16. Exchange Rate: Not Applicable.

17. Settlement Currency: The settlement currency for the payment of the Cash Settlement Amount is EUR.

18. Name and address of Calculation Agent: The Calculation Agent is Banca IMI S.p.A., with its

registered office at Xxxxx Xxxxxxxx 0, 00000 Xxxxx.

19. Exchange(s): Not Applicable

20. Exchange(s), Index Sponsor and Designated Multi-Exchange Indices:

For the purposes of Condition 3 and Condition 13(A):

(a) the relevant Exchange is, in respect of each component security of the Index (each a Component Security), the principal stock exchange on which such Component Security is principally traded, as determined by the Calculation Agent;

(b) the relevant Index Sponsor is as of the Issue Date STOXX Limited;

(d) the Index is a Designated Multi-Exchange Index.

21. Commodity Indices: Not Applicable

22. Related Exchange(s): For the purpose of Condition 3 and Condition 13(A), the relevant Related Exchange(s) is EUREX.

23. Multiplier: Not Applicable

24. Nominal Amount and Relevant Screen Page: Not Applicable

25. Relevant Asset(s): Not Applicable

26. Entitlement: Not Applicable

27. Cash Settlement Amount: Per each Certificate,

(I) where the First Early Termination Event has occurred on the First Observation Date, the Cash Settlement Amount payable on the First Early Termination Date will be EUR 1,120; or

(II) where the Second Early Termination Event has occurred on the Second Observation Date, the Cash Settlement Amount payable on the Second Early Termination Date will be EUR 1,240; or

(III) where the Third Early Termination Event has occurred on the Third Observation Date, the Cash Settlement Amount payable on the Third Early Termination Date will be EUR 1,360; or

(IV) where the Fourth Early Termination Event has occurred

on the Fourth Observation Date, the Cash Settlement Amount payable on the Fourth Early Termination Date will be EUR 1,480; or

(V) where no Early Termination Event has occurred on any prior Observation Date, the Cash Settlement Amount payable on the Scheduled Termination Date will be an amount in the Settlement Currency calculated by the Calculation Agent in accordance with the following formula and rounding the resultant figure to nearest EUR cent, 0.005 EUR being rounded upwards:

(A) where the Final Level is higher than or equal to the Initial Level:

Cash Settlement Amount = EUR 1,600

(B) where the Final Level is (x) lower than the Initial Level and (y) higher than or equal to the Barrier Level:

Cash Settlement Amount = EUR 1,030

(C) where the Final Level is lower than the Barrier Level: Cash Settlement Amount = EUR 1,000 * (Final Level/Initial Level)

Definitions contained in Annex 1 will apply to the issue of the Certificates described by these Final Terms.

Upon occurrence of a Market Disruption Event on the Initial Valuation Date, on the Final Valuation Date or an Observation Date or upon occurrence of any Adjustment Events in respect of the Index (all as defined in Annex 1) or an error of publication, the provisions set forth in Annex 1 will apply.

28. Settlement Price: Not Applicable

29. Adjustments to Valuation Date and/or Averaging Date:

The provisions set forth in Annex 1 will apply

30. Redemption of Debt Instruments: Not Applicable

31. Valuation Time: See Annex 1

32. Currency Securities: Not Applicable

33. Fund Securities: Not Applicable

34. Tender Offer: Not Applicable

35. Additional Disruption Events: See Annex 1

36. Failure to Deliver due to Illiquidity: Not Applicable

37. Credit Securities: Not Applicable

PROVISION RELATING TO WARRANTS

38. Type of Warrants: Not Applicable

39. Exercise Price: Not Applicable

40. Exercise Period : Not Applicable

41. (i) Automatic Exercise:

(ii) Renouncement Notice Cut-off Time:

Not Applicable Not Applicable

42. Minimum Exercise Number: Not Applicable

43. Maximum Exercise Number: Not Applicable

44. Units: Not Applicable

PROVISIONS RELATING REMUNERATION IN RESPECT OF CERTIFICATES

45. Notional Amount per Certificate: Not Applicable

46. Remuneration Payment Dates: The Remuneration Payment Dates will be:

- 31 January 2013;

- 31 January 2014, contingent upon the Securities having not been automatically exercised earlier pursuant to item 8 Settlement Date above and no First Early Termination Event having occurred on the First Observation Date;

- 31 July 2014, contingent upon the Securities having not been automatically exercised earlier pursuant to item 8 Settlement Date above and no Second Early Termination Event having occurred on the Second Observation Date;

- 30 January 2015, contingent upon the Securities having not been automatically exercised earlier pursuant to item 8 Settlement Date above and no Third Early Termination Event having occurred on the Third Observation Date; and

- 31 July 2015, contingent upon the Securities having not been automatically exercised earlier pursuant to item 8 Settlement Date above and no Fourth Early Termination Event having occurred on the Fourth Observation Date;

each such date subject to adjustments in accordance with the Following Business Day Convention

47. Remuneration Amount: EUR 60.00 per each Certificate in respect of the Remuneration Payment Date scheduled to fall on 31 January 2013;

EUR 30.00 per each Certificate in respect of the Remuneration Payment Date (if any) scheduled to fall on 31 January 2014, contingent upon the Securities having not been automatically exercised earlier pursuant to item 8 Settlement Date above and no First Early Termination Event having occurred on the First Observation Date;

EUR 30.00 per each Certificate in respect of the Remuneration Payment Date (if any) scheduled to fall on 31 July 2014, contingent upon the Securities having not been automatically exercised earlier pursuant to item 8 Settlement Date above and no Second Early Termination Event having occurred on the Second Observation Date;

EUR 30.00 per each Certificate in respect of the Remuneration Payment Date (if any) scheduled to fall on 30 January 2015, contingent upon the Securities having not been automatically exercised earlier pursuant to item 8 Settlement Date above and no Third Early Termination Event having occurred on the Third Observation Date;

EUR 30.00 per each Certificate on the Remuneration Payment Date (if any) scheduled to fall on 31 July 2015, contingent upon the Securities having not been automatically exercised earlier pursuant to item 8 Settlement Date above and no Fourth Early Termination Event having occurred on the Fourth Observation Date.

GENERAL

48. Form of Securities: Temporary Global Security exchangeable for a Permanent Global Security which is exchangeable for Definitive Securities only in the limited circumstances specified in the Permanent Global Security

49. Other final terms: Definitions contained in Annex 1 will apply to the issue of the Certificates described by these Final Terms.

DISTRIBUTION

50. Syndication:

(i) If syndicated, names and addresses of Managers and underwriting commitments:

Not Applicable

(ii) Date of Subscription Agreement: Not Applicable

(ii) Stabilising Manager (if any): Not Applicable

If non-syndicated, name and address of Manager (if not the Issuer):

See item 51 below

Total commission and concession: A commission payable to the Manager (as defined in item 51

below) equal to 4.00 per cent. of the Issue Price in respect of the Securities placed.

51. Non exempt Offer: An offer of the Securities may be made by the Manager other than pursuant to Article 3(2) of the Prospectus Directive in Italy (Public Offer Jurisdiction) during the period from 28 December 2011 to and including, subject to early closure, 5:30

The Securities are being offered to the public in Italy pursuant to Articles 17 and 18 of the Prospectus Directive and the implementing provisions in Italy.

The Issuer may at its discretion close the Offer Period early, also in circumstances where purchases of Securities are not yet equal to the maximum amount offered of 5,000 Securities and the Issuer shall close the Offer Period early upon being notified by the Manager the subscription applications having reached the aggregate number of 4,800 Securities. Notice of the early closure of the Offer Period will be given by the Issuer by publication (i) in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and in a leading newspaper having general circulation in Italy (which is expected to be the MF) or (ii) on the website of the Issuer and the Manager. The early closure of the offer will be effective the first TARGET Settlement Day following publication.

Manager:

Barclays Bank plc., Italian branch, Xxx xxxxx Xxxxxxx 00, 00000 Xxxxx

(the Manager).

The Issuer will act as lead manager of the placement syndicate (Responsabile del Collocamento as defined under article 93-bis of the Legislative Decree of 24 February 1998, n. 58, as subsequently amended (the Financial Services Act) but will not act as Manager and, accordingly, will not place any

Securities to the public in Italy.

See further Paragraph 7 of Part B below.

52. Additional selling restrictions: Not Applicable

PURPOSE OF FINAL TERMS

RESPONSIBILITY

Signed on behalf of the Issuer:

By: .................................................

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: Luxembourg

(ii) Admission to trading: Application is expected to be made by the Issuer (or on its

behalf) for the Securities to be admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from the Issue Date.

2. RATINGS

Ratings: The Securities are not expected to be rated.

At the date of these Final Terms, the Issuer’s credit rating is as follow:

Moody’s: A2 long term rating; P-1 short term rating; outlook Negative

Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

F1 indicates the strongest intrinsic capacity for timely payment of financial commitments.

Standard & Poor’s, Moody’s and Fitch Ratings are established in the European Union and are registered under Regulation (EC) No. 1060/2009 (as amended).

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus

(ii) Estimated net proceeds: The net proceeds (net of the commissions referred to in item 50

of Part A above) of the issue of the Securities will be up to EUR 4,800,000.

(iii) Estimated total expenses: The estimated total expenses that can be determined as of the

5. PERFORMANCE OF INDEX, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE INDEX

The underlying of the Securities is the EURO STOXX 50® Index, an Europe's leading Blue-chip equity index for the Eurozone which index provides a Blue-chip representation of supersector leaders in the Eurozone. The index covers 50 stocks from 00 Xxxxxxxx xxxxxxxxx: Xxxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxx, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain.

The Index is currently calculated by STOXX Limited.

In respect of the Index, certain historical information in respect of such Index (including past performance thereof) may be found on major information providers, such as Bloomberg and Reuters. Information about the Index may be found at the web site of the Index Sponsor xxx.xxxxx.xxx .

The Settlement Date of the Securities (and therefore the tenor of the Securities) will vary depending upon the occurrence of the First Early Termination Event on the First Observation Date, or the Second Early Termination Event on the Second Observation Date, or the Third Early Termination Event on the Third Observation Date, or the Fourth Early Termination Event on the Fourth Observation Date, so that where neither the First Early Termination Event has occurred on the First Observation Date nor the Second Early Termination Event has occurred on the Second Observation Date, nor the Third Early Termination Event has occurred on the Third Observation Date, nor the Fourth Early Termination Event has occurred on the Fourth Observation Date the Settlement Date of the Securities will be 29 January 2016. As the occurrence of the First Early Termination Event on the First Observation Date, or the Second Early Termination Event on the Second Observation Date or the Third Early Termination Event on the Third Observation Date or the Fourth Early Termination Event on the Fourth Observation Date is depending upon the Relevant Price of the Index on any such Observation Date being higher than or equal to the Initial Level, the actual tenor of the Securities will be dependant from the performance of the Index over the Initial Level on the mentioned Observation Dates.

In addition to the tenor of the Securities, also the Cash Settlement Amount payable thereunder may vary depending upon the official closing level of the Index. In details, under the Securities, holders thereof are entitled to receive on the Settlement Date a Cash Settlement Amount per each certificate as specified below. Investors should also take notice that in case no Early Termination Event has occurred on any relevant Observation Date a Remuneration Amount will be paid as specified below:

(i) where the First Early Termination Event has occurred on the First Observation Date and therefore the Settlement Date of the Securities is 31 January 2014, the Cash Settlement Amount will be EUR 1,120; otherwise if no Early Termination Event has occurred the Remuneration Amount will be EUR 30;

(ii) where the Second Early Termination Event has occurred on the Second Observation Date and therefore the Settlement Date of the Securities is 31 July 2014, the Cash Settlement Amount will be EUR 1,240; otherwise if no Early Termination Event has occurred the Remuneration Amount will be EUR 30;

(iii) where the Third Early Termination Event has occurred on the Third Observation Date and therefore the Settlement Date of the Securities is 30 January 2015, the Cash Settlement Amount will be EUR 1,360; otherwise if no Early Termination Event has occurred the Remuneration Amount will be EUR 30;

(iv) where the Fourth Early Termination Event has occurred on the Fourth Observation Date and therefore the Settlement Date of the Securities is 31 July 2015, the Cash Settlement Amount will be EUR 1,480; otherwise if no Early Termination Event has occurred occurred the Remuneration Amount will be EUR 30;

(v) where neither the First Early Termination Event has occurred on the First Observation Date nor the Second Early Termination Event has occurred on the Second Observation Date, nor the Third Early Termination Event has occurred on the Third Observation Date, nor the Fourth Early Termination Event has occurred on the Fourth Observation Date and therefore the Settlement Date of the Securities will be 29 January 2016, an amount depending whether (x) the Final Level is higher than or equal to the Initial Level (in which circumstance the Cash Settlement Amount will be EUR 1,600 per Certificate) or (y) the Final Level is lower than the Initial Level but higher than or equal to the Barrier Level (in which circumstance the Cash Settlement Amount will be EUR 1,030), or (z) the Final Level is lower than the Barrier Level (in which circumstance the Cash Settlement Amount will be the product of EUR 1,000 * (Final Level/Initial Level), i.e an amount lower than the Issue Price.

In addition to the Cash Settlement Amount, holders of the Securities are also entitled to receive a Remuneration Amount equal to 60 EUR per each Certificate on 31st January 2013 .

See for further details Annex 1.

Securityholders and prospective investors in the Securities should therefore be aware and carefully consider that:

⮚ the actual tenor of the Securities and actual Exercise Dates and Settlement Dates thereof will vary depending upon the Relevant Price of the Index on the Observation Dates being higher than or equal to the Initial Level;

⮚ the Cash Settlement Amount payable upon occurrence of the First Early Termination Event on the First Observation Date or upon occurrence of the Second Early Termination Event on the Second Observation Date or upon occurrence of the Third Early Termination Event on the Third Observation Date or upon occurrence of the Fourth Early Termination Event on the Fourth Observation Date will be a fixed amount (of EUR 1,120 or of EUR 1,240 or of EUR 1,360 or of EUR 1,480 respectively). Therefore, whilst, in order for the First Early Termination Event to occur on the First Observation Date or for the Second Early Termination Event to occur on the Second Observation Date, or for the Third Early Termination Event to occur on the Third Observation Date, or for the Fourth Early Termination Event to occur on the Fourth Observation Date, the Relevant Price of the Index on the relevant Observation Date has to be equal to or higher than the Initial Level, the Cash Settlement Amount payable in such circumstances will not reflect the actual performance of the Index.

⮚ the aggregate of the Cash Settlement Amount and the Remuneration Amount payable to the securityholders will in no circumstances be higher that EUR 1,780 for each Certificate, regardless the actual performance of the Index

⮚ where neither the First Early Termination Event has occurred on the First Observation Date nor the Second Early Termination Event has occurred on the Second Observation Date, nor the Third Early Termination Event has occurred on the Third Observation Date, nor the Fourth Early Termination Event has occurred on the Fourth Observation Date and therefore the Settlement Date of the Securities is 29 January 2016, the Cash Settlement Amount of the Securities may be in certain circumstances (where the Final Level is lower than the Barrier Level) lower than the Issue Price thereof, and therefore the negative performance of the Index over the tenor of the Securities will result in a loss for the initial subscriber of the Securities;

⮚ upon occurrence of certain disruption events, the Issuer, acting in its capacity as Calculation Agent, will be entitled to replace the Index with a successor index or use, in lieu of a Relevant Price of the Index, a level determined by it or take any other action determination or judgement acting in its sole discretion. All such action, determination or judgements may influence the amounts receivable under the Securities.

AN INVESTMENT IN THE SECURITIES ENTAILS SIGNIFICANT RISK. SECURITIES ARE COMPLEX FINANCIAL INSTRUMENTS WHICH MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS.

The Issuer does not intend to provide any post-issuance information in relation to the Index and performance thereof and/or the market value from time to time of the Securities and/or any other post- issuance information in relation to the Securities, unless required by applicable law or save as otherwise provided in the Conditions.

6. NOTIFICATION

7. TERMS AND CONDITIONS OF THE OFFER

Offer Price: Issue Price

Investors should take into consideration that the Offer Price embeds placement commissions payable by the Issuer to the Manager as described in Paragraph 50 of Part A above.

Conditions to which the offer is subject: Offer of the Securities is conditional on their issue only.

The time period, including any possible amendments, during which the offer will be open and description of the application process:

The Offer will be open during the Offer Period (as defined in the paragraph 51 of Part A above).

The Acceptance Form is available at each Manager’s office.

Subscription of the Securities may also be made by door-to-door sales by means of financial promoters (promotori finanziari).

Subscription of the Securities may not be made by means of distance or on line communications techniques.

The subscription of the Securities is irrevocable, save as detailed below in respect of subscriptions by financial promoters or as otherwise provided by law, and may not be subject to conditions.

Details of the minimum and/or maximum amount of application:

The Securities may be subscribed in a minimum lot of no. 1 Security (the Minimum Lot) and an integral number of Securities higher than the Minimum Lot and being an integral multiple of 1

There is no maximum amount of application within the maximum number of Securities offered of 5,000 Securities.

Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

Not Applicable

Details of the method and time limits for paying up and delivering the Securities:

The total consideration for the Securities subscribed must be made by the investor on the Issue Date to the Manager’s office which has received the relevant

subscription form.

Manner in and date on which results of the offer are to be made public:

Procedure for exercise of any right of pre- emption, negotiability of subscription rights and treatment of subscription rights not exercised:

Not Applicable

Categories of potential investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:

The Securities will be offered only to the public in Italy.

Qualified investors, as defined in Article 2 (i) (e) of the Prospectus Directive 2003/71/EC, are allowed to subscribe the Securities.

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

The Manager shall notify applicants with amounts allotted.

Dealings in the Securities may not commence before the Issue Date

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

No expenses and duties will be charged by the Issuer to the subscribers of the Securities.

Investors should take into consideration that the Offer Price embeds commissions payable by the Issuer to the Managers as described in Paragraph 50 of Part A above.

8. DISTRIBUTORS

(i) Name(s) and address(es), to the extent known to the Issuer, of the Distributors in the various countries where the offer takes place:

See paragraph 51 of Part A.

(ii) Name and address of the co- ordinator(s) of the global offer and of single parts of the offer:

The Issuer will act as lead manager of the placement syndicate (Responsabile del Collocamento as defined under article 93-bis of the Financial Services Act)

(iii) Name and address of the any paying agents and depository agents in each country (in addition to the Principal Security Agent):

Not Applicable

(iv) Entities agreeing to underwrite the issue on a firm commitment basis and entities agreeing to place the issue without a firm commitment or under “best efforts” arrangements:

See paragraph 51 of Part A

(v) Date of signing of the placement agreement:

See paragraph 51 of Part A

9. OPERATIONAL INFORMATION

(i) ISIN Code: XS0724016208

(ii) Common Code: 072401620

(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):

Not Applicable

(iv) Names and addresses of initial Security Agents:

BNP Paribas Securities Services, Luxembourg branch

00, xxx xx Xxxxxxxxx Xxxxxx-Xxxxxxxxxx X-0000 Xxxxxxxxxx

XXXXX 1

(This Annex 1 forms part of the Final Terms to which it is attached)

SECTION I. DEFINITIONS

The following terms will have in these Final Terms the following meaning ascribed to them:

Barrier Level means, in respect of the Index, a level equal to 50 per cent. of the Initial Level.

Disrupted Day means any Scheduled Trading Day on which (i) the Index Sponsor fails to publish the official closing level of the Index, (ii) the Related Exchange fails to open for trading during its regular trading session or

(iii) a Market Disruption Event has occurred.

Early Closure means the closure on any Exchange Business Day of the Exchange in respect of any Component Security or an Related Exchange prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange (as the case may be) at least one hour prior to the earlier of: (i) the actual closing time for the regular trading session on such Exchange or Related Exchange (as the case may be) on such Exchange Business Day; and (ii) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day.

Early Termination Event means any of the First Early Termination Event, the Second Early Termination Event, the Third Early Termination Event or the Fourth Early Termination Event, as the case may be.

Exchange Disruption means any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for: (i) any Component Security on the Exchange in respect of such Component Security; or (ii) futures or options contracts relating to the Index on the Related Exchange.

Final Level means, in respect of the Index, the Relevant Price of the Index on the Final Valuation Date, subject to the provisions under “Final Valuation Date”.

Final Valuation Date means 25 January 2016 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day. Where any such day is a Disrupted Day, then the Final Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Final Valuation Date is a Disrupted Day and/or the relevant Sunset Date fall earlier than such eighth Scheduled Trading Day. In that case, (i) that eighth Scheduled Trading Day or, if earlier, the relevant Sunset Date shall be deemed to be the Final Valuation Date, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) in accordance with the formula for and the method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) of each Component Security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant Component Security on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date, its good faith estimate of the value for the relevant Component Security as of the Valuation Time on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date).

First Early Termination Event means the occurrence on the First Observation Date of the Relevant Price of the Index on such date being higher than or equal to the Initial Level, subject to the provisions under “First Observation Date”.

First Observation Date means 17 January 2014 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day. Where any such day is a Disrupted Day, then the First Observation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled First Observation Date is a Disrupted Day and/or the relevant Sunset Date

fall earlier than such eighth Scheduled Trading Day. In that case, (i) that eighth Scheduled Trading Day or, if earlier, the relevant Sunset Date shall be deemed to be the First Observation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) in accordance with the formula for and the method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) of each Component Security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant Component Security on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date, its good faith estimate of the value for the relevant Component Security as of the Valuation Time on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date).

Fourth Early Termination Event means the occurrence on the Fourth Observation Date of the Relevant Price of the Index on such date being higher than or equal to the Initial Level, subject to the provisions under “Fourth Observation Date”.

Fourth Observation Date means 17 July 2015 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day. Where any such day is a Disrupted Day, then the Fourth Observation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Fourth Observation Date is a Disrupted Day and/or the relevant Sunset Date fall earlier than such eighth Scheduled Trading Day. In that case, (i) that eighth Scheduled Trading Day or, if earlier, the relevant Sunset Date shall be deemed to be the Fourth Observation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) in accordance with the formula for and the method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) of each Component Security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant Component Security on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date, its good faith estimate of the value for the relevant Component Security as of the Valuation Time on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date).

Initial Level means, in respect of the Index, the Relevant Price of the Index on the Initial Valuation Date, subject to the provisions under “Initial Valuation Date”.

Initial Valuation Date means 31 January 2012 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day. Where any such day is a Disrupted Day, then the Initial Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Initial Valuation Date is a Disrupted Day. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be the Initial Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with the formula for and the method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each Component Security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant Component Security on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant Component Security as of the Valuation Time on that eighth Scheduled Trading Day).

Market Disruption Event means either:

(i) (a) the occurrence or existence, in respect of any Component Security, of:

1) a Trading Disruption in respect of such Component Security, which the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded;

2) an Exchange Disruption in respect of such Component Security, which the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded; OR

3) an Early Closure in respect of such Component Security;

AND

(b) the aggregate of all Component Securities in respect of which a Trading Disruption, an Exchange Disruption or an Early Closure occurs or exists comprises 20 per cent. or more of the level of the Index;

(ii) the occurrence or existence, in respect of futures or options contracts relating to the Index, of: (a) a Trading Disruption; (b) an Exchange Disruption, which in either case the Calculation Agent determines is material, at any time during the one hour period that ends at the Valuation Time in respect of the Related Exchange; or (c) an Early Closure, in each case in respect of such futures or options contracts.

For the purposes of determining whether a Market Disruption Event exists in respect of a Component Security at any time, if a Market Disruption Event occurs in respect of such Component Security at that time, then the relevant percentage contribution of that Component Security to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that Component Security to (y) the overall level of the Index, in each case using the official opening weightings as published by the Sponsor as part of the market "opening data".

Observation Date means any of the First Observation Date, the Second Observation Date, the Third Observation Date or the Fourth Observation Date, as relevant.

Relevant Price means, in respect of the Index and the Initial Valuation Date, the Final Valuation Date or an Observation Date, the official closing level of the Index as of the Valuation Time on such Initial Valuation Date, Final Valuation Date or Observation Date, as the case may be, or, where such Initial Valuation Date Final Valuation Date or Observation Date is a Disrupted Day, the level of the Index as of the Valuation Time on such Disrupted Day as determined by the Calculation Agent, all as specified under “Initial Valuation Date”, “Final Valuation Date”, “First Observation Date”, “Second Observation Date”, “Third Observation Date” and “Fourth Observation Date”.

Scheduled Closing Time means, in respect of an Exchange or the Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.

Scheduled Final Valuation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Final Valuation Date.

Scheduled First Observation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the First Observation Date.

Scheduled Fourth Valuation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Fourth Valuation Date.

Scheduled Initial Valuation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Initial Valuation Date.

Scheduled Second Observation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Second Observation Date.

Scheduled Third Observation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Third Observation Date.

Scheduled Trading Day means any day on which (i) the Index Sponsor is scheduled to publish the level of the Index and (ii) the Related Exchange is scheduled to be open for trading for its regular trading session.

Second Early Termination Event means the occurrence on the Second Observation Date of the Relevant Price of the Index on such date being higher than or equal to the Initial Level, subject to the provisions under “Second Observation Date”.

Second Observation Date means 18 July 2014 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day. Where any such day is a Disrupted Day, then the Second Observation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days

immediately following the Scheduled Second Observation Date is a Disrupted Day and/or the relevant Sunset Date fall earlier than such eighth Scheduled Trading Day. In that case, (i) that eighth Scheduled Trading Day or, if earlier, the relevant Sunset Date shall be deemed to be the Second Observation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) in accordance with the formula for and the method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) of each Component Security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant Component Security on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date, its good faith estimate of the value for the relevant Component Security as of the Valuation Time on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date).

Sunset Date means

(i) in respect of the First Observation Date, 29 January 2014;

(ii) in respect of the Second Observation Date, 29 July 2014;

(iii) in respect of the Third Observation Date, 28 January 2015;

(iv) in respect of the Fourth Observation Date, 29 July 2015; and

(v) in respect of the Final Valuation Date, 27 January 2016.

TARGET Settlement Day means a day on which the TARGET2 System or any successor thereto is open.

Third Early Termination Event means the occurrence on the Third Observation Date of the Relevant Price of the Index on such date being higher than or equal to the Initial Level, subject to the provisions under “Third Observation Date”.

Third Observation Date means 16 January 2015 or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day. Where any such day is a Disrupted Day, then the Third Observation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Third Observation Date is a Disrupted Day and/or the relevant Sunset Date fall earlier than such eighth Scheduled Trading Day. In that case, (i) that eighth Scheduled Trading Day or, if earlier, the relevant Sunset Date shall be deemed to be the Third Observation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) in accordance with the formula for and the method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day (or, if earlier, on the relevant Sunset Date) of each Component Security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant Component Security on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date, its good faith estimate of the value for the relevant Component Security as of the Valuation Time on that eighth Scheduled Trading Day or, if earlier, on the relevant Sunset Date).

Trading Disruption means any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise: (i) relating to any Component Security on the relevant Exchange in respect of such Component Security; or (ii) in futures or options contracts relating to the Index on the Related Exchange.

Valuation Time means:

(i) for the purposes of determining whether a Market Disruption Event has occurred (x) in respect of any Component Security, the Scheduled Closing Time on the relevant Exchange and (y) in respect of any options contracts or futures contracts on the Index, the close of trading on the relevant Related Exchange; and

(ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the Index Sponsor.

SECTION II. INDEX ADJUSTMENT EVENTS

If the Index is (i) not calculated or announced by the Index Sponsor but is calculated and announced by a successor provider acceptable to the Calculation Agent, or (ii) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index, then the Index will be deemed to be the index so calculated and announced by that successor index sponsor or that successor index, as the case may be (in each case the “Successor Index”).

If on or prior to the Initial Valuation Date, the Final Valuation Date or an Observation Date, as the case may be, the Index Sponsor makes or announces that it will make a material change in the formula for or the method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in Component Securities and capitalization and other routine events) (an “Index Modification”) or permanently cancels the Index and no Successor Index exists (an “Index Cancellation” and together with an Index Modification, each an “Index Adjustment Event”), then the Calculation Agent shall determine if such Index Adjustment Event has a material effect on the issue of the Securities and, if so, shall calculate the Relevant Price for such Initial Valuation Date, Final Valuation Date or Observation Date, as the case may be, using, in lieu of a published level for the Index, the level for the Index on such Initial Valuation Date, Final Valuation Date or Observation Date, as the case may be, as determined by the Calculation Agent in accordance with the formula for and method of calculating the Index last in effect prior to that change, failure or cancellation, but using only those Component Securities that comprised the Index immediately prior to that Index Adjustment Event.

For the avoidance of doubt, the failure by the Index Sponsor to calculate and announce the Relevant Price of the Index on the Initial Valuation Date or on the Final Valuation Date or on a Observation Date will not be an Index Adjustment Event but will instead constitute a failure by the Index Sponsor to publish the level of the Index for the purposes of the “Disrupted Day” definition.

SECTION III. CORRECTION TO INDEX

If the level of the Index published on a given day by the Index Sponsor and used or to be used by the Calculation Agent to determine the occurrence of an Early Termination Event or however the Cash Settlement Amount payable on the relevant Settlement Date is subsequently corrected and the correction is published by the Index Sponsor or a successor Index Sponsor within one Settlement Cycle after the original publication and in no event later than the close of business on the immediately following Sunset Date, the Calculation Agent shall give notice as soon as practicable of that correction and, in determining whether an Early Termination Event has occurred or however the Cash Settlement Amount payable on the relevant Settlement Date, will use the level of the Index as corrected by the Index Sponsor.

For the purposes of this proviso, the following terms will have the following meaning:

“Clearance System” means, in respect of each Component Security, the principal domestic clearance system customarily used for settling trades in the relevant Component Security as determined by the Calculation Agent; “Clearance System Business Day” means, in respect of a Clearance System, any day on which such Clearance System is (or, but for the occurrence of a Settlement Disruption Event, would have been) open for acceptance and execution of settlement instructions;

“Settlement Cycle” means the period of Clearance System Business Days following a trade in the Component Securities on the Exchange in which settlement will customarily occur according to the rules of such Exchange, and where there are multiples Exchanges, the longest such period;

“Settlement Disruption Event” means, in respect of a Component Security, an event beyond the control of anyone as a result of which the relevant Clearance System cannot clear the transfer of a Component Security.

SECTION IV. INDEX DISCLAIMER

Neither the Issuer nor the Calculation Agent shall have any liability to the holders of the Certificates for any act or failure to act by the Index Sponsor in connection with the calculation, adjustment or maintenance of the Index. Although the Calculation Agent will obtain information concerning the Index from publicly available sources it believes reliable, it will not independently verify this information. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, its affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning the Index.

STOXX and its licensors (the “Licensors”) have no relationship to the Issuer, other than the licensing of the EURO STOXX 50® and the related trademarks for use in connection with the Certificates.

STOXX and its Licensors do not:

◼ Sponsor, endorse, sell or promote the Certificates.

◼ Recommend that any person invest in the Certificates or any other securities.

◼ Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Certificates.

◼ Have any responsibility or liability for the administration, management or marketing of the Certificates.

◼ Consider the needs of the Certificates or the owners of the Certificates in determining, composing or calculating the EURO STOXX 50® or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Certificates. Specifically,

STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:

The results to be obtained by the Certificates, the owner of the Certificates or any other person in connection with the use of the EURO STOXX 50® and the data included in the EURO STOXX 50®;

The accuracy or completeness of the EURO STOXX 50®and its data;

The merchantability and the fitness for a particular purpose or use of the EURO STOXX 50® and its data;

STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the EURO STOXX 50® or its data;

Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.

The licensing agreement between the Issuer and STOXX is solely for their benefit and not for the benefit of the owners of the Certificates or any other third parties.

The EURO STOXX 50® Index is the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its Licensors, which is used under license. The Certificates based on the Index are in no way sponsored, endorsed, sold or promoted by STOXX and its Licensors and neither of the Licensors shall have any liability with respect thereto.

FORM OF RENOUNCEMENT NOTICE

BANCA IMI S.p.A. (the Issuer)

Banca IMI fino a 5.000 Express Certificates su Indice EURO STOXX 50®

ISIN: XS0724016208

(the Securities)

[To: Financial Intermediary

ISIN Code XS0724016208 /Series number of the Securities: 60 Number of Securities the subject of this notice: [ ]

Name of beneficial owner of the Securities

Signature

TERMS AND CONDITIONS OF THE SECURITIES

The following is the text of the Terms and Conditions of the Securities which, as supplemented and/or amended in accordance with the applicable Final Terms, will apply to each issue of Securities and be incorporated by reference into each Global Security. The applicable Final Terms in relation to any issue of Securities may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, be deemed to be incorporated into and thereby supplement, replace or modify the Terms and Conditions, for the purposes of such Securities.

The Securities of this series (such Securities being hereinafter referred to as the Securities) are issued by Banca IMI S.p.A. (the Issuer) pursuant to an Amended and Restated Agency Agreement dated 16 August 2010 (as amended and/or supplemented and/or restated from time to time, the Agency Agreement) between the Issuer and BNP Paribas Securities Services, Luxembourg Branch as principal security agent (the Principal Security Agent, which expression shall include any successor principal security agent and, together with any additional security agents appointed pursuant to Clause 15 of the Agency Agreement, the Security Agents, which expression shall include any additional or successor security agents).

The Issuer shall undertake the duties of calculation agent (in this capacity, the Calculation Agent) in respect of the Securities unless another entity is so specified as the calculation agent in the applicable Final Terms. The expression Calculation Agent shall, in relation to the relevant Securities, include such other specified Calculation Agent.

The applicable Final Terms for the Securities is attached to the Global Security and supplements these Terms and Conditions (the Conditions) and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, be deemed to be incorporated into and thereby supplement, replace or modify these Conditions for the purposes of the Securities. Securities will be either warrants (Warrants) or certificates (Certificates), as specified in the applicable Final Terms, and references in these Conditions to Security and Securities will be construed accordingly. Conditions 16, 17 and 18 apply only to Warrants and Conditions 19 and 20 apply only to Certificates. Other Conditions apply to Warrants or Certificates, as applicable. References herein to the applicable Final Terms are to Part A of the Final Terms or each Final Terms (in the case of any further securities issued pursuant to Condition 10 and forming a single series with the Securities) (which for the avoidance of doubt may be issued in respect of more than one series of Securities) attached to the Global Security insofar as it relates to the Securities.

Each series of Securities will on issue be constituted by either (a) in the case of Securities with a maturity of more than one year, a temporary global security in bearer form (the Temporary Global Security) or (b) in the case of Securities with a maturity of one year or less, a permanent global security in bearer form (the Permanent Global Security and together with the Temporary Global Security, the Global Securities and each a Global Security) as indicated in the applicable Final Terms which, in either case, will be deposited with a depositary (the Common Depositary) common to Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg).

On or after the 40th day following the Issue Date of the Securities (the Exchange Date) the Temporary Global Security will be exchangeable (a) for a Permanent Global Security or (b) for securities in definitive form (Definitive Securities, and the expressions Definitive Warrants and Definitive Certificates shall be construed accordingly), as indicated in the applicable Final Terms and in each case only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Security are not United States persons or persons who have purchased for resale to any United States person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certification received) to the Principal Security Agent. A Permanent Global Security will be exchangeable (free of charge), in whole but not in part,

for Definitive Securities only upon the occurrence of an Exchange Event. For these purposes, Exchange Event means that (i) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available or (ii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Securities represented by the Permanent Global Security in definitive form. The Issuer will promptly give notice to Securityholders in accordance with Condition 8 if an Exchange Event occurs. No Definitive Security delivered in exchange for a Temporary Global Security or a Permanent Global Security, as the case may be, will be mailed or otherwise delivered to any location in the United States or its possessions.

The following legend will appear on all Securities with a maturity of more than one year:

"Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code."

The applicable Final Terms for the Securities is attached to the relevant Global Security or the relevant Definitive Security, if applicable, and supplements these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, supplement, replace or modify these Conditions for the purposes of the Securities. References herein to the "applicable Final Terms" are to Part A of the Final Terms attached to the Global Securities or to the Definitive Security, if applicable.

Copies of the Agency Agreement (which contains the form of the Final Terms) and the applicable Final Terms are obtainable at the specified office of the Principal Security Agent, save that if the Securities are neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be obtainable by a Securityholder holding one or more Securities (as detailed below) and such Securityholder must produce evidence satisfactory to the Issuer or the relevant Security Agent as to its holding of such Securities and identity.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated.

The Securityholders (as defined in Condition 1(B)) are entitled to the benefit of and are deemed to have notice of and are bound by all the provisions of the Agency Agreement (insofar as they relate to the Securities) and the applicable Final Terms, which are binding on them.

1. Type, Title and Transfer

(A) Type

The Securities are Index Securities, Share Securities, Debt Securities, Currency Securities, Commodity Securities, Fund Securities, Credit Securities, Dual Currency Securities (or a combination of Dual Currency Securities and any of the foregoing) or any other or further type of Securities as is specified in the applicable Final Terms. Certain terms which will, unless otherwise varied in the applicable Final Terms, apply to Index Securities, Share Securities, Debt Securities or Commodity Securities are set out in Condition 13.

The applicable Final Terms will indicate:

(1) for all Securities:

(i) whether settlement shall be by way of cash payment (Cash Settled Securities) or physical delivery (Physical Delivery Securities);

(ii) whether Averaging (Averaging) will apply to the Securities; and

(iii) if Averaging is specified as applying in the applicable Final Terms, the relevant Averaging Dates and, in respect of Shares Securities or Index Securities other than Index Securities relating to a Commodity Index if an Averaging Date is a Disrupted Day (as defined in Condition 3), whether Omission, Postponement or Modified Postponement (each as defined in Condition 3 below) applies;

(2) in the case of Warrants only:

(i) whether the Warrants are American style Warrants, being Warrants which are exercisable during a specified period (American Style Warrants) or European style Warrants, being Warrants which are exercisable on a specified date (European Style Warrants) or such other type as may be specified in the applicable Final Terms and whether automatic exercise (Automatic Exercise) applies to the Warrants;

(ii) whether the Warrants are call Warrants (Call Warrants) or put Warrants (Put Warrants) or such other type as may be specified in the applicable Final Terms and whether the Warrants may only be exercisable in Units. If Units are specified in the applicable Final Terms, Warrants must be exercised in Units and any Exercise Notice which purports to exercise Warrants in breach of this provision shall be void and of no effect; and

(3) in the case of Certificates only, whether remuneration shall be payable in respect of the Securities.

References in these Conditions, unless the context otherwise requires, to Cash Settled Securities shall be deemed to include references to Physical Delivery Securities, which include an option (as set out in the applicable Final Terms) at the Issuer's election to request cash settlement of such Security and where settlement is to be by way of cash payment, and references in these Conditions, unless the context otherwise requires, to Physical Delivery Securities shall be deemed to include references to Cash Settled Securities which include an option (as set out in the applicable Final Terms) at the Issuer's election to request physical delivery of the relevant underlying asset in settlement of such Security and where settlement is to be by way of physical delivery.

Securities may, if so specified and provided for in the applicable Final Terms, allow holders to elect for settlement by way of cash payment or by way of physical delivery or by such other method of settlement as is specified in the applicable Final Terms. Those Securities where the holder has elected for cash payment will be Cash Settled Securities and those Securities where the holder has elected for physical delivery will be Physical Delivery Securities. The rights of a holder as described in this paragraph may be subject to the Issuer's right to vary settlement if so indicated in the applicable Final Terms.

(B) Title to Securities

Except as set out below, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular number of Securities (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the number of Securities standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Security Agents and the Calculation Agent as the holder of such number of Securities for all purposes (and the expressions Securityholder and holder of Securities and related expressions shall be construed accordingly).

For so long as the Securities are represented by Definitive Securities, title to the Securities will pass by delivery.

For so long as the Securities are represented by a Global Security, all transactions (including transfers of Securities) in the open market or otherwise must be effected through an account at Euroclear or Clearstream, Luxembourg, subject to and in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg (as the case may be).

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Principal Security Agent from time to time and notified to the Securityholders in accordance with Condition 8.

Any transfer or attempted transfer within the United States or to, or for the account or benefit of, a United States person shall be null and void ab initio and shall vest no rights in the purported transferee (the Disqualified Transferee) and the last preceding holder that was not a Disqualified Transferee shall be restored to all rights as a Securityholder thereof retroactively to the date of transfer of such interest by the relevant Securityholder.

2. Status of the Securities

The Securities constitute direct, unsubordinated, unconditional and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations other than subordinated obligations, if any, of the Issuer from time to time outstanding.

3. Definitions

For the purposes of these Conditions, the following general definitions will apply:

Actual Exercise Date, in respect of an American Style Warrant, is defined in Condition 16(A)(i) or, in respect of a European Style Warrant, is defined in Condition 16(A)(ii), in each case subject to Condition 18(A)(ii);

Affiliate means in relation to any entity (the First Entity), any entity controlled, directly or indirectly, by the First Entity, any entity that controls, directly or indirectly, the First Entity or any entity directly or indirectly under common control with the First Entity. For these purposes control means ownership of a majority of the voting power of an entity;

Averaging Date means, in respect of an Actual Exercise Date (in the case of Warrants) or an Exercise Date (in the case of Certificates):

(a) in the case of Share Securities or Index Securities other than Index Securities relating to a Commodity Index, Share Securities or Index Securities, each date specified as an Averaging Date in the applicable Final Terms or, if any such date is not a Scheduled Trading Day, the immediately following Scheduled Trading Day unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day. If any such day is a Disrupted Day:

(i) if Omission is specified as applying in the applicable Final Terms, then such date will be deemed not to be an Averaging Date for the purposes of determining the relevant Settlement Price provided that, if through the operation of this provision there would not be an Averaging Date in respect of such Actual Exercise Date or

Exercise Date, as the case may be, then the provisions of the definition of Valuation Date will apply for purposes of determining the relevant level, price or amount on the final Averaging Date with respect to that Actual Exercise Date or Exercise Date, as the case may be, as if such Averaging Date were a Valuation Date that was a Disrupted Day; or

(ii) if Postponement is specified as applying in the applicable Final Terms, then the provisions of the definition of Valuation Date will apply for the purposes of determining the relevant level, price or amount on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date; or

(iii) if Modified Postponement is specified as applying in the applicable Final Terms:

(A) where the Securities are Index Securities relating to a single Index or Share Securities relating to a single Share, the Averaging Date shall be the first succeeding Valid Date (as defined below). If the first succeeding Valid Date has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following the original date that, but for the occurrence of another Averaging Date or Disrupted Day, would have been the final Averaging Date in relation to such Actual Exercise Date or Exercise Date, as the case may be, then (A) that eighth Scheduled Trading Day shall be deemed the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date), and (B) the Calculation Agent shall determine the relevant level or price for that Averaging Date in accordance with sub-paragraph (a)(i)(y) of the definition of Valuation Date below; and

(B) where the Securities are Index Securities relating to a Basket of Indices or Share Securities relating to a Basket of Shares, the Averaging Date for each Index or Share not affected by the occurrence of a Disrupted Day shall be the originally designated Averaging Date (the Scheduled Averaging Date) and the Averaging Date for an Index or Share affected by the occurrence of a Disrupted Day shall be the first succeeding Valid Date (as defined below) in relation to such Index or Share. If the first succeeding Valid Date in relation to such Index or Share has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following the original date that, but for the occurrence of another Averaging Date or Disrupted Day, would have been the final Averaging Date in relation to such Actual Exercise Date or Exercise Date, as the case may be, then (A) that eighth Scheduled Trading Day shall be deemed the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date) in respect of such Index or Share, and (B) the Calculation Agent shall determine the relevant level or price for that Averaging Date in accordance with sub-paragraph (a)(ii)(y) of the definition of Valuation Date below; or

(b) in the case of Index Securities relating to a Commodity Index, Debt Securities, Commodity Securities or Currency Securities or Fund Securities, each date specified as such in the applicable Final Terms;

Business Day means (i) a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant Business Day Centre(s) and on which

each of Euroclear and Clearstream, Luxembourg is open for business and (ii) for the purposes of making payments in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) or any successor thereto is open;

Cash Settlement Amount means, in relation to a Cash Settled Security, the amount which the Securityholder is entitled to receive on the Settlement Date in the Settlement Currency in relation to each such Security, or in relation to Warrants and if Units are specified in the applicable Final Terms, each Unit, in each case as determined by the Calculation Agent pursuant to the provisions in the applicable Final Terms. The Cash Settlement Amount shall be rounded to the nearest sub-unit of the relevant Settlement Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Securities exercised or redeemed, as the case may be, at the same time by the same Securityholder will be aggregated for the purpose of determining the aggregate Cash Settlement Amount payable;

Clearing System shall mean Euroclear or Clearstream, Luxembourg or such other clearing system as may be specified in the applicable Final Terms;

Commodity Index means each index specified as such in the applicable Final Terms;

Commodity Index Reference Price has the meaning given in the applicable Final Terms;

Disrupted Day means (a) in relation to Securities other than Index Securities where the relevant Index is specified in the applicable Final Terms to be a Designated Multi-Exchange Index, any Scheduled Trading Day on which a relevant Exchange or any Related Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred; or (b) in relation to Index Securities where the relevant Index is specified in the applicable Final Terms to be a Designated Multi-Exchange Index, any Scheduled Trading Day on which (i) the Index Sponsor fails to publish the level of the Index, (ii) the Related Exchange fails to open for trading during its regular trading session or (iii) a Market Disruption Event has occurred;

Entitlement means, in relation to a Physical Delivery Security, the quantity of the Relevant Asset or the Relevant Assets, as the case may be, which a Securityholder is entitled to receive on the Settlement Date in respect of each such Security following payment of any sums payable, including the Exercise Price (in the case of a Warrant) and Expenses rounded down as provided in Condition 16(C) or 19(C), as determined by the Calculation Agent including any documents evidencing such Entitlement;

Exchange means:

(a) in respect of Index Securities and in relation to an Index which is not specified in the applicable Final Terms as being a Designated Multi-Exchange Index, each exchange or quotation system specified as such for such Index in the applicable Final Terms, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in the securities/commodities comprising such Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the securities/commodities comprising such Index on such temporary substitute exchange or quotation system as on the original Exchange); and

(b) in respect of Index Securities and in relation to an Index which is specified in the applicable Final Terms as being a Designated Multi-Exchange Index, in respect of each component security of that Index (each a Component Security), the principal stock exchange on which such Component Security is principally traded, as determined by the Calculation Agent; and

(c) in respect of Share Securities and in relation to a Share, each exchange or quotation system specified as such for such Share in the applicable Final Terms, any successor to such

exchange or quotation system or any substitute exchange or quotation system to which trading in the Share has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange);

Exchange Business Day means (a) in respect of Securities other than Index Securities where the relevant Index is specified in the applicable Final Terms to be a Designated Multi-Exchange Index, any Scheduled Trading Day on which each Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time; or (b) in relation to Index Securities where the relevant Index is specified in the applicable Final Terms to be a Designated Multi-Exchange Index, any Scheduled Trading Day on which (i) the Index Sponsor publishes the level of the Index and (ii) the Related Exchange is open for trading during its regular trading session, notwithstanding any Exchange or the Related Exchange closing prior to its Scheduled Closing Time;

Exercise Business Day means:

(a) in the case of Cash Settled Securities, a day that is a Business Day; and

(b) in the case of Physical Delivery Securities, a day that is a Business Day and a Scheduled Trading Day;

In-The-Money means:

(a) in the case of a Warrant (a Cash Settled Warrant) which is a Cash Settled Security, the Cash Settlement Amount in respect of such Warrant is greater than zero; and

(b) in the case of a Warrant (a Physical Delivery Warrant) which is a Physical Delivery Security, the value of the Entitlement on the Actual Exercise Date for such Warrant is greater than the Exercise Price as determined by the Calculation Agent;

Italian Listed Securities means Securities in respect of which the applicable Final Terms state that an application will be made to list and admit such Securities to trading on the Italian Stock Exchange and the expressions Italian Listed Warrants and Italian Listed Certificates shall be construed accordingly;

Italian Stock Exchange means the electronic "Securitised Derivatives Market" (the SeDeX), organised and managed by Borsa Italiana S.p.A.;

Price Source has the meaning given in the applicable Final Terms;

Related Exchange means, in respect of Index Securities and in relation to an Index or in respect of Share Securities and in relation to a Share, each exchange or quotation system specified as such in relation to such Index or Share in the applicable Final Terms, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to such Index or Share has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to such Index or such Share on such temporary substitute exchange or quotation system as on the original Related Exchange), provided that where All Exchanges is specified as the Related Exchange in the applicable Final Terms, Related Exchange shall mean each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index or such Share;

Relevant Price means for any Valuation Date or Averaging Date, the price of the Index, determined with respect to such date for the specified Commodity Index Reference Price calculated as provided in the Conditions and the applicable Final Terms;

Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours;

Scheduled Trading Day means (a) in relation to Securities other than Index Securities where the relevant Index is specified in the applicable Final Terms to be a Designated Multi-Exchange Index, any day on which each Exchange and each Related Exchange are scheduled to be open for trading for their respective regular trading sessions or (b) in relation to Index Securities where the relevant Index is specified in the applicable Final Terms to be a Designated Multi-Exchange Index, any day on which

(i) the Index Sponsor is scheduled to publish the level of that Index, and (ii) the Related Exchange is scheduled to be open for trading for its regular trading session;

Valid Date means a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date in relation to the Actual Exercise Date or Exercise Date, as the case may be, does not or is not deemed to occur;

Scheduled Valuation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date;

Settlement Date means, unless specified otherwise in the applicable Final Terms:

(a) in relation to Cash Settled Securities:

(i) where Averaging is not specified in the applicable Final Terms, the fifth Business Day following the Valuation Date provided that if the Securities are Index Securities relating to a Basket of Indices other than Index Securities relating to a Commodity Index, Share Securities relating to a Basket of Shares, and the occurrence of a Disrupted Day has resulted in a Valuation Date for one or more Indices or Shares, as the case may be, being adjusted as set out in the definition of Valuation Date below, the Settlement Date shall be the fifth Business Day next following the last occurring Valuation Date in relation to any Index or Share, as the case may be; or

(ii) where Averaging is specified in the applicable Final Terms, the fifth Business Day following the last occurring Averaging Date provided that where the Securities are Index Securities relating to a Basket of Indices other than Index Securities relating to a Commodity Index or Share Securities relating to a Basket of Shares, and the occurrence of a Disrupted Day has resulted in an Averaging Date for one or more Indices or Shares, as the case may be, being adjusted as set out in the definition of Averaging Date above, the Settlement Date shall be the fifth Business Day next following the last occurring Averaging Date in relation to any Index or Share, as the case may be, or such other date as is specified in the applicable Final Terms; and

(b) in relation to Physical Delivery Securities, the date specified as such in the applicable Final Terms;

Settlement Price means, in relation to each Cash Settled Security and, in relation to Warrants, if Units are specified in the applicable Final Terms, each Unit:

(a) in respect of Index Securities other than Index Securities relating to a Commodity Index, subject to Condition 13(A) and as referred to in Valuation Date below or Averaging Date above, as the case may be:

(i) in the case of Index Securities relating to a Basket of Indices and in respect of each Index comprising the Basket, an amount (which shall be deemed to be a monetary amount in the Index Currency) equal to the official closing level for such Index as determined by the Calculation Agent or, if so specified in the applicable Final Terms, the level of such Index determined by the Calculation Agent as set out in the applicable Final Terms at the Valuation Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date and, in either case, without regard to any subsequently published correction, multiplied by the relevant Multiplier; and

(ii) in the case of Index Securities relating to a single Index, an amount (which shall be deemed to be a monetary amount in the Index Currency) equal to the official closing level of the Index as determined by the Calculation Agent or, if so specified in the applicable Final Terms, the level of the Index determined by the Calculation Agent as set out in the applicable Final Terms at the Valuation Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date and, in either case, without regard to any subsequently published correction;

(b) in respect of Share Securities, subject to Condition 13(B) and as referred to in Valuation Date below or Averaging Date above, as the case may be:

(i) in the case of Share Securities relating to a Basket of Shares and in respect of each Share comprising the Basket, an amount equal to the official closing price (or the price at the Valuation Time on the Valuation Date or an Averaging Date, as the case may be, if so specified in the applicable Final Terms) quoted on the relevant Exchange for such Share (as defined in Condition 13(B)) on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date and, in either case, without regard to any subsequently published correction (or, if in the opinion of the Calculation Agent, any such official closing price (or the price at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) cannot be so determined and the Valuation Date or Averaging Date, as the case may be, is not a Disrupted Day, an amount determined by the Calculation Agent to be equal to the arithmetic mean of the closing fair market buying price (or the fair market buying price at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) and the closing fair market selling price (or the fair market selling price at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) for the relevant Share whose official closing price (or the price at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) cannot be determined based, at the Calculation Agent's discretion, either on the arithmetic mean of the foregoing prices or middle market quotations provided to it by two or more financial institutions (as selected by the Calculation Agent) engaged in the trading of the relevant Share or on such other factors as the Calculation Agent shall decide), multiplied by the relevant Multiplier, each such value to be converted,

if so specified in the applicable Final Terms, into the Settlement Currency at the Exchange Rate and the sum of such converted amounts to be the Settlement Price, all as determined by or on behalf of the Calculation Agent; and

(ii) in the case of Share Securities relating to a single Share, an amount equal to the official closing price (or the price at the Valuation Time on the Valuation Date or an Averaging Date, as the case may be, if so specified in the applicable Final Terms) quoted on the relevant Exchange for such Share (as defined in Condition 13(B)) on

(A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or

(B) if Averaging is specified in the applicable Final Terms, an Averaging Date and, in either case, without regard to any subsequent published correction (or, if in the opinion of the Calculation Agent, any such official closing price, (or the price at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) cannot be so determined and the Valuation Date or Averaging Date, as the case may be, is not a Disrupted Day, an amount determined by the Calculation Agent to be equal to the arithmetic mean of the closing fair market buying price (or the fair market buying price at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) and the closing fair market selling price (or the fair market selling price at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) for the Share based, at the Calculation Agent's discretion, either on the arithmetic mean of the foregoing prices or middle market quotations provided to it by two or more financial institutions (as selected by the Calculation Agent) engaged in the trading of the Share or on such other factors as the Calculation Agent shall decide), such amount to be converted, if so specified in the applicable Final Terms, into the Settlement Currency at the Exchange Rate and such converted amount to be the Settlement Price, all as determined by or on behalf of the Calculation Agent;

(i) in the case of Debt Securities relating to a Basket of Debt Instruments, an amount equal to the sum of the values calculated for each Debt Instrument at the bid price for such Debt Instrument as determined by or on behalf of the Calculation Agent by reference to the bid price for such Debt Instrument appearing on the Relevant Screen Page at the Valuation Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date, or if such price is not available, the arithmetic mean of the bid prices for such Debt Instrument at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, as received by it from two or more market-makers (as selected by the Calculation Agent) in such Debt Instrument, such bid prices to be expressed as a percentage of the nominal amount of such Debt Instrument, multiplied by the relevant Multiplier; and

(ii) in the case of Debt Securities relating to a single Debt Instrument, an amount equal to the bid price for the Debt Instrument as determined by or on behalf of the Calculation Agent by reference to the bid price for such Debt Instrument appearing on the Relevant Screen Page at the Valuation Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date, or if such price is not available, the arithmetic mean of the bid prices for such Debt Instrument at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, as received by it

from two or more market-makers (as selected by the Calculation Agent) in such Debt Instrument, such bid prices to be expressed as a percentage of the nominal amount of the Debt Instrument;

(d) in respect of Currency Securities:

(i) in the case of Currency Securities relating to a Basket of Subject Currencies, an amount equal to the sum of the values calculated for each Subject Currency at the spot rate of exchange appearing on the Relevant Screen Page at the Valuation Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date, for the exchange of such Subject Currency into the Base Currency (expressed as the number of units (or part units) of such Base Currency for which one unit of the Subject Currency can be exchanged) or, if such rate is not available, the arithmetic mean (rounded, if necessary, to four decimal places (with 0.00005 being rounded upwards)) as determined by or on behalf of the Calculation Agent of the bid and offer Subject Currency/Base Currency exchange rates (expressed as aforesaid) at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, of two or more leading dealers (as selected by the Calculation Agent) on a foreign exchange market (as selected by the Calculation Agent), multiplied by the relevant Multiplier; and

(ii) in the case of Currency Securities relating to a single Subject Currency, an amount equal to the spot rate of exchange appearing on the Relevant Screen Page at the Valuation Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date, for the exchange of such Subject Currency into the Base Currency (expressed as the number of units (or part units) of the Base Currency for which one unit of the Subject Currency can be exchanged) or, if such rate is not available, the arithmetic mean (rounded, if necessary, to four decimal places (with 0.00005 being rounded upwards)) as determined by or on behalf of the Calculation Agent of the bid and offer Subject Currency/Base Currency exchange rates (expressed as aforesaid) at the Valuation Time on the Valuation Date or such Averaging Date, as the case may be, of two or more leading dealers (as selected by the Calculation Agent) on a foreign exchange market (as selected by the Calculation Agent);

(e) in respect of Commodity Securities or Fund Securities, the provisions relating to the calculation of the Settlement Price will be set out in the applicable Final Terms;

(f) in respect of Index Securities relating to a Commodity Index and subject to Condition 13(A);

(i) in the case of Index Securities relating to a Basket of Indices and in respect of each Index comprising the Basket, an amount equal to the Relevant Price for such Index as determined by the Calculation Agent in respect of (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date and, in either case, multiplied by the relevant Multiplier; and

(ii) in the case of Index Securities relating to a single Index, an amount equal to the Relevant Price of the Index as determined by the Calculation Agent in respect of

(A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or

(B) if Averaging is specified in the applicable Final Terms, an Averaging Date;

Valuation Date means:

(a) (in the case of Share Securities or Index Securities other than Index Securities relating to a Commodity Index) (I) in the case of Warrants, the Actual Exercise Date of the relevant Warrant or (II) in the case of Certificates, the Exercise Date, or if that is not a Scheduled Trading Day the first Scheduled Trading Day thereafter unless, in the opinion of the Calculation Agent, such day is a Disrupted Day. If such day is a Disrupted Day, then:

(i) where the Securities are Index Securities relating to a single Index or Share Securities relating to a single Share, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date is a Disrupted Day. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the Settlement Price in the manner set out in the applicable Final Terms or, if not set out or if not practicable, determine the Settlement Price:

(x) in the case of Index Securities, by determining the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with (subject to Condition 13(A)(2)) the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security/commodity comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security/commodity on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security/commodity as of the Valuation Time on that eighth Scheduled Trading Day); or

(y) in the case of Share Securities, in accordance with its good faith estimate of the Settlement Price as of the Valuation Time on that eighth Scheduled Trading Day; or

(ii) where the Securities are Index Securities relating to a Basket of Indices or Share Securities relating to a Basket of Shares, the Valuation Date for each Index or Share, as the case may be, not affected by the occurrence of a Disrupted Day shall be the Scheduled Valuation Date, and the Valuation Date for each Index or Share, as the case may be, affected by the occurrence of a Disrupted Day (each an Affected Item) shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Item unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date is a Disrupted Day relating to the Affected Item. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be the Valuation Date for the Affected Item, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall, acting in good faith, determine the Settlement Price using, in relation to the Affected Item, the level or value as applicable, determined in the manner set out in the applicable Final Terms, and, in the case of a Share, a price determined in the manner set out in the applicable Final Terms or, if not set out or if not practicable, using:

(x) in the case of an Index, the level of that Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with (subject to Condition 13(A)(2)) the formula for and method of calculating that Index last in effect prior to the occurrence of the first Disrupted Day using the

Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security/commodity comprised in that Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security/commodity on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security/commodity as of the Valuation Time on that eighth Scheduled Trading Day); or

(y) in the case of a Share, Debt Instrument, Fund or Commodity, its good faith estimate of the value for the Affected Item as of the Valuation Time on that eighth Scheduled Trading Day, and otherwise in accordance with the above provisions; or

(b) in respect of Index Securities relating to a Commodity Index, Debt Securities, Currency Securities, Commodity Securities or Fund Securities, (i) in the case of Warrants, the Actual Exercise Date of the relevant Warrant or (ii) in the case of Certificates, the Valuation Date specified in the applicable Final Terms, in each case subject as set out in the applicable Final Terms; and

Valuation Time means (a) in respect of Securities other than Index Securities where the relevant Index is specified in the applicable Final Terms to be a Designated Multi-Exchange Index, the Valuation Time specified in the applicable Final Terms or, in the case of Index Securities or Share Securities, if no Valuation Time is specified, the Scheduled Closing Time on the relevant Exchange on the relevant Valuation Date or Averaging Date, as the case may be, in relation to each Index or Share to be valued. If the relevant Exchange closes prior to its Scheduled Closing Time and the specified Valuation Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time; or (b) in relation to Index Securities where the relevant Index is specified in the applicable Final Terms to be a Designated Multi-Exchange Index, the Valuation Time specified in the applicable Final Terms or if no Valuation Time is specified (i) for the purposes of determining whether a Market Disruption Event has occurred (x) in respect of any Component Security, the Scheduled Closing Time on the relevant Exchange and (y) in respect of any options contracts or futures contracts on the Index, the close of trading on the relevant Related Exchange, and (ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the Index Sponsor.

4. Physical Delivery Provisions

(A) Settlement Disruption

If, following the exercise of Physical Delivery Securities, in the opinion of the Calculation Agent, delivery of the Entitlement using the method of delivery specified in the applicable Final Terms is not practicable by reason of a Settlement Disruption Event (as defined below) having occurred and continuing on any Settlement Date, then such Settlement Date for such Securities shall be postponed to the first following Settlement Business Day in respect of which there is no such Settlement Disruption Event, provided that the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Security by delivering the Entitlement using such other commercially reasonable manner as it may select and in such event the Settlement Date shall be such day as the Issuer deems appropriate in connection with delivery of the Entitlement in such other commercially reasonable manner. For the avoidance of doubt, where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Entitlement, the Settlement Date for the Relevant Assets not affected by the Settlement Disruption Event will be the originally designated Settlement Date. For so long as delivery of the Entitlement is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof, the Issuer may elect in its sole discretion to satisfy and discharge its obligations in respect of the relevant Security by payment to the relevant Securityholder of the Settlement Disruption Amount (as defined below) on the third Business Day

following the date that notice of such election is given to the Securityholders in accordance with Condition 8. Payment of the Settlement Disruption Amount will be made in such manner as shall be notified to the Securityholders in accordance with Condition 8. The Calculation Agent shall give notice as soon as practicable to the Securityholders in accordance with Condition 8 that a Settlement Disruption Event has occurred provided that any failure to give, or non-receipt of, such notice will not affect the validity of any such Settlement Disruption Event. No Securityholder shall be entitled to any payment in respect of the relevant Security in the event of any delay in the delivery of the Entitlement due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer.

For the purposes hereof:

Settlement Disruption Amount in respect of any relevant Security shall be the fair market value of such Security (taking into account, where the Settlement Disruption Event affected some but not all of the Relevant Assets comprising the Entitlement and such non-affected Relevant Assets have been duly delivered as provided above, the value of such Relevant Assets), less the cost to the Issuer and/or any of its Affiliates or agents of unwinding any underlying related hedging arrangements (including any cost of funding in respect of such hedging arrangements), all as determined by the Issuer in its sole and absolute discretion plus, if already paid, in the case of Warrants, the Exercise Price (or, where as provided above some Relevant Assets have been delivered and a pro rata portion thereof has been paid, such pro rata portion); and

Settlement Disruption Event means, in the opinion of the Calculation Agent, an event beyond the control of the Issuer as a result of which the Issuer cannot make delivery of the Relevant Asset(s) using the method specified in the applicable Final Terms.

(B) Failure to Deliver due to Illiquidity

If "Failure to Deliver due to Illiquidity" is specified as applicable in the applicable Final Terms and, following the exercise of Physical Delivery Securities, in the opinion of the Calculation Agent, it is impossible or impracticable to deliver, when due, some or all of the Relevant Assets (the Affected Relevant Assets) comprising the Entitlement, where such failure to deliver is due to illiquidity in the market for the Relevant Assets (a Failure to Deliver due to Illiquidity), then:

(a) subject as provided elsewhere in these Conditions as amended by the applicable Final Terms, any Relevant Assets which are not Affected Relevant Assets, will be delivered on the originally designated Settlement Date in accordance with Condition 16(C) or Condition 19(C), as applicable, and, in the case of Warrants, the Calculation Agent shall determine the appropriate pro rata portion of the Exercise Price to be paid by the relevant Securityholder in respect of that partial settlement; and

(b) in respect of any Affected Relevant Assets, in lieu of physical settlement and notwithstanding any other provision hereof, the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Security by payment to the relevant Securityholder of the Failure to Deliver Settlement Price (as defined below) on the fifth Business Day following the date that notice of such election is given to the Securityholders in accordance with Condition 8. Payment of the Failure to Deliver Settlement Price will be made in such manner as shall be notified to the Securityholders in accordance with Condition 8. The Calculation Agent shall give notice as soon as practicable to the Securityholders in accordance with Condition 8 that the provisions of this Condition 4(B) apply.

For the purposes hereof:

Failure to Deliver Settlement Price means, in respect of any relevant Security, the fair market value of such Security (taking into account, the Relevant Assets comprising the Entitlement which have been duly delivered as provided above), less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Issuer in its sole and absolute discretion plus, in the case of Warrants and if already paid, the Exercise Price (or, where as provided above some Relevant Assets have been delivered, and a pro rata portion thereof has been paid, such pro rata portion).

If the applicable Final Terms indicates that the Issuer has an option to vary settlement in respect of the Securities, upon a valid exercise of Securities in accordance with these Conditions, the Issuer may, at its sole and unfettered discretion, in respect of each such Security, elect not to pay the relevant Securityholders the Cash Settlement Amount or not to deliver or procure delivery of the Entitlement to the relevant Securityholders, as the case may be, but, in lieu thereof to deliver or procure delivery of the Entitlement or make payment of the Cash Settlement Amount on the Settlement Date to the relevant Securityholders, as the case may be. Notification of such election will be given to Securityholders no later than 10.00 a.m. (Luxembourg time) on the second Business Day following (a) the Actual Exercise Date for Warrants or (b) the Exercise Date for Certificates in accordance with Condition 8 and/or, at the option of the Issuer, if applicable, in accordance with the contact details for a Securityholder specified in its Exercise Notice (in the case of a Warrant) or Physical Delivery Confirmation Notice (in the case of a Certificate).

(D) Intervening Period

If the Entitlement in respect of Physical Delivery Securities comprises Relevant Assets which are shares or debt instruments, for such period of time after the Settlement Date as any person other than the relevant Securityholder shall continue to be the legal owner of such securities (the Intervening Period), neither the Issuer nor any other person shall (i) be under any obligation to deliver or procure delivery to the relevant Securityholder or any subsequent beneficial owner of such securities or any other person any letter, certificate, notice, circular or any other document or payment whatsoever received by that person in its capacity as the holder of such securities or (ii) be under any obligation to exercise or procure exercise of any or all rights (including voting rights) attaching to such securities during the Intervening Period.

(E) General

None of the Issuer, the Security Agents and the Calculation Agent shall have any responsibility for any errors or omissions in the calculation of any Cash Settlement Amount or of any Entitlement.

The purchase of Securities does not confer on any holder of such Securities any rights (whether in respect of voting, distributions or otherwise) attaching to any Relevant Asset.

The Issuer shall be under no obligation to register or procure the registration of any Securityholder or any other person as the registered holder in respect of any shares comprised in any Entitlement in the register of members of the relevant Share Company (as defined in Condition 13(B)).

5. Illegality

If the Issuer determines that the performance of its obligations under the Securities or that any arrangements made to hedge the Issuer's obligations under the Securities have become illegal in whole

or in part for any reason, the Issuer may cancel the Securities by giving notice to Securityholders in accordance with Condition 8.

Should any one or more of the provisions contained in these Conditions be or become invalid, the validity of the remaining provisions shall not in any way be affected thereby.

If the Issuer cancels the Securities then the Issuer will, if and to the extent permitted by applicable law, pay an amount to each Securityholder in respect of each Security or, in the case of Warrants, if Units are specified in the applicable Final Terms, each Unit, as the case may be, held by such holder, which amount shall be the fair market value of a Security or Unit, as the case may be, notwithstanding such illegality, less the cost to the Issuer and/or any of its Affiliates or agents of unwinding any underlying related hedging arrangements (including any cost of funding in respect of such hedging arrangements) plus, in the case of Warrants and if already paid by or on behalf of a Securityholder, the Exercise Price, all as determined by the Calculation Agent in its sole and absolute discretion. Payment will be made in such manner as shall be notified to the Securityholders in accordance with Condition 8.

6. Purchases and Cancellation

The Issuer may, but is not obliged to, at any time purchase Securities at any price in the open market or by tender or private treaty. Any Securities so purchased may be held or resold or surrendered for cancellation.

7. Agents, Determinations, Meetings of Securityholders and Modifications

(A) Security Agents

The specified offices of the Security Agents are as set out at the end of these Conditions.

The Issuer reserves the right at any time to vary or terminate the appointment of any Security Agent and to appoint further or additional Security Agents, provided that no termination of appointment of the Principal Security Agent shall become effective until a replacement Principal Security Agent shall have been appointed and provided that, so long as any of the Securities are listed on any stock exchange or admitted to trading or listing by any other relevant authority, there shall be a Security Agent having a specified office in each location required by the rules and regulations of the relevant stock exchange or other relevant authority. Notice of any termination of appointment and of any changes in the specified office of any Security Agent will be given to Securityholders in accordance with Condition 8 provided that any failure to give, or non-receipt of, such notice will not affect the validity of any such termination or changes. In acting under the Agency Agreement, each Security Agent acts solely as agent of the Issuer and does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Securityholders and any Security Agent's determinations and calculations in respect of the Securities shall (save in the case of manifest error) be final, conclusive and binding on the Issuer and the Securityholders.

The Agency Agreement may be amended by the parties thereto, but without the consent of the Securityholders, for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained therein or in any manner which the parties may mutually deem necessary or desirable and which shall not be materially prejudicial to the interests of the Securityholders.

(B) Calculation Agent

In relation to each issue of Securities, the Calculation Agent (whether it be the Issuer or another entity) acts solely as agent of the Issuer and does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Securityholders. All calculations and determinations made in respect of the Securities by the Calculation Agent shall be made in good faith and in a commercially reasonable

manner and shall (save in the case of manifest error) be final, conclusive and binding on the Issuer and the Securityholders.

The Calculation Agent may, with the consent of the Issuer, delegate any of its obligations and functions to a third party as it deems appropriate.

Any determination made by the Issuer pursuant to these Conditions shall be made in good faith and in a commercially reasonable manner and shall (save in the case of manifest error) be final, conclusive and binding on the Issuer and the Securityholders.

(D) Meetings of Securityholders and Modifications

The Agency Agreement contains provisions for convening meetings of the Securityholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Securities or any of the provisions of the Agency Agreement. Such a meeting may be convened by the Issuer. The quorum at any such meeting for passing an Extraordinary Resolution is two or more persons holding or representing a clear majority of the Securities for the time being outstanding or at any adjourned meeting two or more persons being or representing Securityholders whatever the number or Securities so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Securities (including modifying the date of exercise of the Securities, reducing or cancelling the Cash Settlement Amount or the Entitlement in respect of the Securities or altering the currency of payment of the Securities other than pursuant to Condition 14), the quorum shall be two or more persons holding or representing not less than two-thirds of the Securities for the time being outstanding or at any adjourned such meeting one or more persons holding or representing not less than one-third of the Securities for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Securityholders shall be binding on all the Securityholders, whether or not they are present at the meeting save, in the case of American Style Warrants, for those Warrants remaining outstanding but for which an Exercise Notice shall have been submitted prior to the date of the meeting.

The Principal Security Agent and the Issuer may agree, without the consent of the Securityholders to:

(a) any modification (except as mentioned above) of the Securities or the Agency Agreement which is not prejudicial to the interests of the Securityholders; or

(b) any modification of the Securities or the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or proven error or to comply with mandatory provisions of law.

Any such modification shall be binding on the Securityholders and any such modification shall be notified to the Securityholders in accordance with Condition 8 as soon as practicable thereafter.

8. Notices

All notices to Securityholders shall be valid if (i) until such time as any Definitive Securities are issued, the notice is delivered to Euroclear and/or Clearstream, Luxembourg, for communication by them to the Securityholders; (ii) if and so long as the Securities are admitted to trading on the Luxembourg Stock Exchange's regulated market and listed on the Official List of the Luxembourg Stock Exchange, the notice is published in accordance with the rules and regulations of the Luxembourg Stock Exchange (which shall include publication on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx)) and (iii) if and so long as the Securities are admitted to trading on the Italian Stock Exchange, the notice is published in accordance with the rules and regulations of the Italian Stock Exchange (which

shall include publication on the website of the Italian Stock Exchange (xxx.xxxxxxxxxxxxx.xx)). The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any other stock exchange (or any other relevant authority) on which the Securities are for the time being listed or by which they have been admitted to trading. If Definitive Securities are issued, notices to Securityholders will be deemed validly given if published in a leading English language daily newspaper of general circulation in London. It is expected that such publication will be made in the Financial Times. Any such notice shall be deemed to have been given on the date of delivery to Euroclear and/or Clearstream, Luxembourg or the date of publication, as the case may be, or, if published more than once, on the date of the first publication.

9. Expenses and Taxation

(A) A holder of Securities must pay all taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, sale commissions, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties arising from the exercise and settlement of such Securities and/or the delivery or transfer of the Entitlement (as applicable) pursuant to the terms of such Securities (Expenses) relating to such Securities as provided above.

(B) The Issuer shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, exercise or enforcement of any Security by any person and all payments made by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted.

10. Further Issues

The Issuer shall be at liberty from time to time without the consent of Securityholders to create and issue further Securities so as to be consolidated with and form a single series with the outstanding Securities.

11. Substitution of the Issuer

(A) Substitution of Issuer

Unless otherwise indicated in the relevant Final Terms, the Issuer (or any previously substituted company from time to time) shall, without the consent of the Securityholders, be entitled at any time to substitute for the Issuer any other company (the Substitute) as principal debtor in respect of all obligations arising from or in connection with the Securities provided that (i) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Securities represent valid, legally binding and enforceable obligations of the Substitute have been taken, fulfilled and done and are in full force and effect; (ii) the Substitute shall have assumed all obligations arising from or in connection with the Securities and shall have become a party to the Agency Agreement, with any consequential amendments; (iii) the obligations of the Substitute in respect of the Securities shall be unconditionally and irrevocably guaranteed by the Issuer; (iv) each stock exchange or listing authority on which the Securities are listed shall have confirmed that following the proposed substitution of the Substitute the Securities would continue to be listed on such stock exchange; and (v) the Issuer shall have given at least 30 days' prior notice of the date of such substitution to the Securityholders in accordance with Condition 8.

(B) Modification of Conditions as a result of Substitution of Issuer

After any substitution or change of branch pursuant to Condition 11(A) above, the Conditions will be modified in all consequential respects including, but not limited to, replacement of references to the Republic of Italy in the Conditions where applicable, by references to the country of incorporation,

domicile and/or residence for tax purposes of the Substitute or the new branch, as the case may be. Such modifications shall be notified to Securityholders in accordance with Condition 8.

12. Governing Law and Jurisdiction

The Securities, the Global Security and the Agency Agreement (and any non-contractual obligations arising out of or in connection with the Securities, the Global Security and the Agency Agreement) are governed by and shall be construed in accordance with English law.

In relation to any legal action or proceedings arising out of or in connection with the Securities and the Global Security (including any legal action or proceedings relating to any non-contractual obligations arising out of or in connection with the Securities, the Global Security and the Agency Agreement) (Proceedings), the Issuer irrevocably submits to the jurisdiction of the courts of England and hereby waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are for the benefit of each of the Securityholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

The Issuer hereby appoints Banca IMI S.p.A., London Branch at its office for the time being in London, as its agent for service of process and undertakes that, in the event of Banca IMI S.p.A., London Branch ceasing so to act, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law.

13. Terms for Index Securities, Share Securities, Debt Securities, Commodity Securities,

Fund Securities and Credit Securities

(A) Index Securities

For the purposes of this Condition 13(A):

Indices and Index mean, subject to adjustment in accordance with this Condition 13(A), the indices or index specified in the applicable Final Terms and related expressions shall be construed accordingly; and

Index Sponsor means, in relation to an Index, the corporation or other entity that (a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any, related to such Index and (b) announces (directly or through an agent) the level of such Index on a regular basis during each Scheduled Trading Day, which as of the Issue Date is the index sponsor specified for such Index in the applicable Final Terms.

(1) Market Disruption

Market Disruption Event means, in relation to Securities relating to a single Index or Basket of Indices other than Securities relating to a Commodity Index, in respect of an Index:

(a) in respect of an Index other than a Designated Multi-Exchange Index:

(i) the occurrence or existence at any time during the one hour period that ends at the Valuation Time:

(A) of any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of

movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise:

(I) on any relevant Exchange(s) in securities/commodities that comprise 20 per cent. or more of the level of the relevant Index; or

(II) in futures or options contracts relating to the relevant Index on any relevant Related Exchange;

(B) of any event (other than an event described in (ii) below) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (A) on any relevant Exchange(s) to effect transactions in, or obtain market values for, securities/commodities that comprise 20 per cent. or more of the level of the relevant Index, or (B) to effect transactions in, or obtain market values for, futures or options contracts relating to the relevant Index on any relevant Related Exchange,

which in either case the Calculation Agent determines is material; or

(ii) the closure on any Exchange Business Day of any relevant Exchange(s) in securities/commodities that comprise 20 per cent. or more of the level of the relevant Index or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or such Related Exchange(s), as the case may be, at least one hour prior to (A) the actual closing time for the regular trading session on such Exchange(s) or such Related Exchange(s) on such Exchange Business Day or, if earlier, (B) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day; or

(b) in respect of an Index which is a Designated Multi-Exchange Index either:

(i) (x) the occurrence or existence, in respect of any Component Security, of:

(A) a Trading Disruption in respect of such Component Security, which the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded;

(B) an Exchange Disruption in respect of such Component Security, which the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded; or

(y) the aggregate of all Component Securities in respect of which a Trading Disruption, an Exchange Disruption or an Early Closure occurs or exists, comprises 20 per cent. or more of the level of the Index; or

(ii) the occurrence or existence, in respect of futures or options contracts relating to the Index, of: (A) a Trading Disruption, (B) an Exchange Disruption which in either case the Calculation Agent determines is material, at any time during the one hour period

that ends at the Valuation Time in respect of the Related Exchange or (C) an Early Closure, in each case in respect of such futures or options contracts.

As used above:

Trading Disruption means any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise (i) relating to any Component Security on the Exchange in respect of such Component Security or (ii) in futures or options contracts relating to the Index on the Related Exchange.

Exchange Disruption means any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for (i) any Component Security on the relevant Exchange in respect of such Component Security or (ii) futures or options contracts relating to the Index on the Related Exchange.

Early Closure means the closure on any Exchange Business Day of any relevant Exchange or Related Exchange in respect of any Component Security prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange, as the case may be, at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange or Related Exchange, as the case may be, on such Exchange Business Day and (ii) the submission deadline for orders to be entered into on the relevant Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day.

For the purposes of determining whether a Market Disruption Event in respect of an Index or a Component Security exists at any time, if a Market Disruption Event occurs in respect of a security/commodity included in the Index or such Component Security at any time, then the relevant percentage contribution of that security/commodity or Component Security, as the case may be, to the level of the Index shall be based on a comparison of (i) the portion of the level of the Index attributable to that security/commodity or Component Security, as the case may be, and (ii) the overall level of the Index, in each case either (a) except where the Index is a Designated Multi-Exchange Index, immediately before the occurrence of such Market Disruption Event or (b) where that Index is a Designated Multi-Exchange Index, using the official opening weightings as published by the Index Sponsor as part of the market "opening data".

The Calculation Agent shall give notice as soon as practicable to the Securityholders in accordance with Condition 8 of the occurrence of a Disrupted Day on any day that, but for the occurrence of a Disrupted Day, would have been an Averaging Date or a Valuation Date provided that any failure to give, or non-receipt of, such notice will not affect the validity of any such Disrupted Day.

(2) Adjustments to an Index and Commodity Index Disruption Events

(a) Successor Index Sponsor Calculates and Reports an Index

If a relevant Index is (i) not calculated and announced by the Index Sponsor but is calculated and announced by a successor sponsor (the Successor Index Sponsor) acceptable to the Issuer, or (ii) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of that Index, then in each case that index (the Successor Index) will be deemed to be the Index.

(b) Modification and Cessation of Calculation of an Index

The following paragraph applies in respect of an Index which is not a Commodity Index.

If (i) on or prior to a Valuation Date or an Averaging Date the relevant Index Sponsor makes or announces that it will make a material change in the formula for or the method of calculating a relevant Index or in any other way materially modifies that Index (other than a modification prescribed in that formula or method to maintain that Index in the event of changes in constituent stock and capitalisation, contracts or commodities and other routine events) (an Index Modification), or permanently cancels a relevant Index and no Successor Index exists (an Index Cancellation), or (ii) on a Valuation Date or an Averaging Date the Index Sponsor or, if applicable, the Successor Index Sponsor fails to calculate and announce a relevant Index (an Index Disruption and, together with an Index Modification and an Index Calculation, each an Index Adjustment Event), then the Issuer may take the action described in (i) or (ii) below:

(i) require the Calculation Agent to determine if such Index Adjustment Event has a material effect on the Securities and, if so, to calculate the relevant Settlement Price using, in lieu of a published level for that Index, the level for that Index as at the Valuation Time on that Valuation Date or that Averaging Date, as the case may be, as determined by the Calculation Agent in accordance with the formula for and method of calculating that Index last in effect prior to the change, failure or cancellation, but using only those securities/commodities that comprised that Index immediately prior to that Index Adjustment Event; or

(ii) cancel the Securities by giving notice to Securityholders in accordance with Condition 8. If the Securities are so cancelled the Issuer will pay an amount to each Securityholder in respect of each Security held by him which amount shall be the fair market value of a Security, taking into account the Index Adjustment Event, less the cost to the Issuer and/or any of its Affiliates or agents of unwinding any underlying related hedging arrangements (including any cost of funding in respect of such hedging arrangements), all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Securityholders in accordance with Condition 8.

The following paragraph applies in respect of an Index which is a Commodity Index

If on or prior to any Valuation Date or any Averaging Date (i) the relevant Index Sponsor makes a material change in the formula for or the method of calculating a relevant Index or in any other way materially modifies that Index (other than a modification prescribed in that formula or method to maintain that Index in the event of changes in constituent commodities and weightings and other routine events), or (ii) the Index Sponsor permanently cancels a relevant Index or (iii) the Index Sponsor fails to calculate and announce a relevant Index and there is no Successor Index Sponsor or Successor Index, then the Calculation Agent, acting in good faith and in a commercially reasonable manner, may at its option (in the case of (i)) and shall (in case of (ii) and (iii)) (such events (i), (ii) and (iii) to be collectively referred to as Index Adjustment Events) calculate the relevant Settlement Price using in lieu of the published level for that Index, the level for that Index as at the relevant determination date as determined by the Calculation Agent in accordance with the formula for and method of calculating that Index last in effect prior to the relevant Index Adjustment Event, but using only those futures contracts that comprised that Index immediately prior to the relevant Index Adjustment Event (other than those futures contracts that have ceased to be listed on any relevant exchange).

The following paragraph applies in respect of an Index which is a Commodity Index.

If, in the opinion of the Calculation Agent, a Commodity Index Disruption Event has occurred and is continuing on any Valuation Date or Averaging Date (or, if different, the day on which prices for the Valuation Date or that Averaging Date, as the case may be, would, in the ordinary course, be published by the Price Source), the Relevant Price for that Valuation Date or Averaging Date, as the case may be, will be determined by the Calculation Agent:

(i) using:

(x) with respect to each futures contract included in the Index which is not affected by the Commodity Index Disruption Event, the closing prices of each such contract on the applicable determination date; and

(y) with respect to each futures contract included in the Index which is affected by the Commodity Index Disruption Event, the closing prices of each such contract on the first day following the applicable determination date on which no Commodity Index Disruption Event is occurring with respect to such contract; or

(ii) as specified in the applicable Final Terms.

Subject as provided below, the Calculation Agent shall determine the Relevant Price by reference to the closing prices determined in (i)(x) and (i)(y) above or as provided in (ii) above using the then-current method for calculating the Index.

Where a Commodity Index Disruption Event with respect to one or more futures contracts included in the Index has occurred on an applicable determination date and continues to exist as of the Commodity Index Cut-Off Date for such applicable determination date, the Calculation Agent shall determine the Relevant Price on such Commodity Index Cut-Off Date. In calculating the Relevant Price as set out herein, the Calculation Agent shall use the formula for calculating the Index last in effect prior to the Commodity Index Disruption Event.

As used above:

Commodity Index Cut-Off Date means, in respect of an applicable determination date:

(i) in respect of Certificates and European Style Warrants, the second Business Day immediately preceding the Settlement Date;

(ii) in respect of American Style Warrants, the fifth Trading Day immediately succeeding such applicable determination date; or

(iii) as specified in the applicable Final Terms.

Commodity Index Disruption Event means:

(i) a temporary or permanent failure by the applicable exchange or other price source to announce or publish (x) the final settlement price for the Index or (y) the closing price for any futures contract included in the Index;

(ii) a material limitation, suspension or disruption of trading in one or more of the futures contracts included in the Index which results in a failure by the exchange on which each applicable futures contract is traded to report a closing price for such contract on the day on which such event occurs or any succeeding day on which it continues; or

(iii) the closing price for any futures contract included in the Index is a limit price, which means that the closing price for such contract for a day has increased or decreased from the previous day's closing price by the maximum amount permitted under applicable exchange rules.

Trading Day shall mean a day when the exchanges for all futures contracts included in the relevant Index are scheduled to be open for trading.

(d) Notice

The Calculation Agent shall, as soon as practicable after receipt of any written request to do so, notify a Securityholder of any determination made by it pursuant to paragraph (b) above, as at the date of receipt of such request. The Issuer shall make available for inspection by Securityholders during normal office hours copies of any such determinations.

(B) Share Securities

For the purposes of this Condition 13(B):

Basket Company means a company whose shares are included in the Basket of Shares and Basket Companies means all such companies;

Shares and Share mean, subject to adjustment in accordance with this Condition 13(B), the shares or a share of the relevant Basket Company and, in the case of an issue of Securities relating to a single Share, such share, and related expressions shall be construed accordingly; and

Share Company means, in the case of an issue of Securities relating to a single share, the company that has issued such share.

(1) Market Disruption

Market Disruption Event means, in relation to Securities relating to a single Share or Basket of Shares, in respect of a Share:

(a) the occurrence or existence at any time during the one hour period that ends at the Valuation Time for such Share:

(i) of any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or any Related Exchange or otherwise:

(A) relating to the Share on the Exchange; or

(B) in futures or options contracts relating to the Share on any relevant Related Exchange; or

(ii) of any event (other than as described in (b) below) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general

(A) to effect transactions in or obtain market values for, the Share on the Exchange or

(B) to effect transactions in, or obtain market values for, futures or options contracts on or relating to the Share on any relevant Related Exchange,

which in either case the Calculation Agent determines is material; or

(b) the closure on any Exchange Business Day of the relevant Exchange or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or such Related Exchange(s), as the case may be, at least one hour prior to (A) the actual closing time for the regular trading session on such Exchange(s) or such Related Exchange(s) on such Exchange Business Day or, if earlier, (B) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day.

(2) Potential Adjustment Events, Merger Event, Tender Offer, De-listing, Nationalisation and Insolvency

(a) Potential Adjustment Event means any of the following:

(i) a subdivision, consolidation or reclassification of relevant Shares (unless resulting in a Merger Event) or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue;

(ii) a distribution, issue or dividend to existing holders of the relevant Shares of (a) such Shares or (b) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Basket Company or Share Company, as the case may be, equally or proportionately with such payments to holders of such Shares or (c) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Basket Company or Share Company, as the case may be, as a result of a spin-off or other similar transaction or

(d) any other type of securities, rights, certificates or warrants or other assets, in any case for payment (in cash or otherwise) at less than the prevailing market price as determined by the Calculation Agent;

(iii) an extraordinary dividend as determined by the Calculation Agent;

(iv) a call by a Basket Company or Share Company, as the case may be, in respect of relevant Shares that are not fully paid;

(v) a repurchase by the Basket Company or any of its subsidiaries or Share Company or any of its subsidiaries, as the case may be, of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; or

(vi) in respect of a Basket Company or Share Company, as the case may be, an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of such Basket Company or Share Company, as the case may be, pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or

stock rights at a price below their market value as determined by the Calculation Agent, provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or

(vii) any other event having, in the opinion of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the relevant Shares.

Following the declaration by the Basket Company or Share Company, as the case may be, of the terms of any Potential Adjustment Event, the Calculation Agent will, in its sole and absolute discretion, determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Shares and, if so, will (i) make the corresponding adjustment, if any, to any one or more of any Relevant Asset and/or the Entitlement and/or the Exercise Price and/or the Multiplier and/or any of the other terms of these Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for that diluting or concentrative effect (provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Share) and

(ii) determine the effective date of that adjustment. The Calculation Agent may, but need not, determine the appropriate adjustment by reference to the adjustment in respect of such Potential Adjustment Event made by an options exchange to options on the Shares traded on that options exchange.

Upon the making of any such adjustment, the Calculation Agent shall give notice as soon as practicable to the Securityholders in accordance with Condition 8, stating the adjustment to any Relevant Asset and/or the Entitlement and/or the Exercise Price and/or the Multiplier and/or any of the other terms of these Conditions and/or the applicable Final Terms and giving brief details of the Potential Adjustment Event provided that any failure to give, or non-receipt of, such notice will not affect the validity of any such adjustment.

(b) De-listing means, in respect of any relevant Shares, that the Exchange announces that pursuant to the rules of such Exchange, such Shares cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in a member state of the European Union).

Insolvency means that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the Basket Company or Share Company, as the case may be, (i) all the Shares of that Basket Company or Share Company, as the case may be, are required to be transferred to a trustee, liquidator or other similar official or (ii) holders of the Shares of that Basket Company or Share Company, as the case may be, become legally prohibited from transferring them.

Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

Merger Event means, in respect of any relevant Shares, any (i) reclassification or change of such Shares that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of a Basket Company or Share Company, as the case may be, with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which such Basket Company or Share Company, as the case may be, is the continuing entity and which does not result in a reclassification or change of all of such Shares

outstanding), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares of the Basket Company or Share Company, as the case may be, that results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the Basket Company or its subsidiaries or the Share Company or its subsidiaries, as the case may be, with or into another entity in which the Basket Company or Share Company, as the case may be, is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event, in each case if the Merger Date is on or before (a) in the case of Cash Settled Securities, the last occurring Valuation Date or where Averaging is specified in the applicable Final Terms, the final Averaging Date in respect of the relevant Security or (b) in the case of Physical Delivery Securities, the relevant Settlement Date.

Nationalisation means that all the Shares or all or substantially all the assets of the Basket Company or Share Company, as the case may be, are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.

Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Basket Company or Share Company, as the case may be, as determined by the Calculation Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant.

If (x) a Merger Event, De-listing, Nationalisation or Insolvency and/or (y) Tender Offer is specified as applicable in the applicable Final Terms, a Tender Offer occurs in relation to a Share, the Issuer in its sole and absolute discretion may take the action described in (i), (ii) or

(iii) below:

(i) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to any one or more of any Relevant Assets and/or the Entitlement and/or the Exercise Price and/or the Multiplier and/or any of the other terms of these Conditions and/or the applicable Final Terms to account for the Merger Event, Tender Offer, De-listing, Nationalisation or Insolvency, as the case may be, and determine the effective date of that adjustment. The relevant adjustments may, in the case of adjustments following a Merger Event or a Tender Offer, include (without limitation) adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Securities. The Calculation Agent may (but need not) determine the appropriate adjustment by reference to the adjustment in respect of the Merger Event, Tender Offer, De-listing, Nationalisation or Insolvency made by any options exchange to options on the Shares traded on that options exchange; or

(ii) cancel the Securities by giving notice to Securityholders in accordance with Condition 8. If the Securities are so cancelled the Issuer will pay an amount to each Securityholder in respect of each Security or, in the case of Warrants and where Units are specified in the applicable Final Terms, each Unit, held by him which amount shall be the fair market value of a Security or a Unit, as the case may be, taking into account the Merger Event, Tender Offer, De-listing, Nationalisation or

Insolvency, as the case may be, except for Italian Listed Securities, less the cost to the Issuer and/or any of its Affiliates or agents of unwinding any underlying related hedging arrangements (including any cost of funding in respect of such hedging arrangements) plus, in the case of Warrants, the Exercise Price (if already paid), all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Securityholders in accordance with Condition 8; or

(iii) following such adjustment to the settlement terms of options on the Shares traded on such exchange(s) or quotation system(s) as the Issuer in its sole discretion shall select (the Options Exchange), require the Calculation Agent to make a corresponding adjustment to any one or more of any Relevant Asset and/or the Entitlement and/or the Exercise Price and/or the Multiplier and/or any of the other terms of these Conditions and/or the applicable Final Terms, which adjustment will be effective as of the date reasonably determined by the Calculation Agent to be the effective date of the corresponding adjustment made by the Options Exchange. If options on the Shares are not traded on the Options Exchange, the Calculation Agent will make such adjustment, if any, to any one or more of any Relevant Asset and/or the Entitlement and/or the Exercise Price and/or the Multiplier and/or any of the other terms of these Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate, with reference to the rules and precedents (if any) set by the Options Exchange to account for the Merger Event, Tender Offer, De-listing, Nationalisation or Insolvency, as the case may be, that in the determination of the Calculation Agent would have given rise to an adjustment by the Options Exchange if such options were so traded.

(c) Upon the occurrence of a Merger Event, Tender Offer, De-listing, Nationalisation or Insolvency, the Issuer shall give notice as soon as practicable to the Securityholders in accordance with Condition 8 stating the occurrence of the Merger Event, Tender Offer, Nationalisation or Insolvency, as the case may be, giving details thereof and the action proposed to be taken in relation thereto provided that any failure to give, or non-receipt of, such notice will not affect the validity of any such Merger Event, Tender Offer, De-listing, Nationalisation or Insolvency, as the case may be.

For the purposes of this Condition 13(C):

Market Disruption Event shall mean the suspension of or limitation imposed on trading either on any exchange on which the Debt Instruments or any of them (in the case of a Basket of Debt Instruments) are traded or on any exchange on which options contracts or futures contracts with respect to the Debt Instruments or any of them (in the case of a Basket of Debt Instruments) are traded if, in the determination of the Calculation Agent, such suspension or limitation is material.

The Issuer shall give notice as soon as reasonably practicable to the Securityholders in accordance with Condition 8 that a Market Disruption Event has occurred.

(D) Commodity Securities

For the purposes of this Condition 13(D):

Market Disruption Event shall mean the suspension of or limitation imposed on trading on either any exchange on which the Commodity or any of the Commodities (in the case of a Basket of Commodities) are traded or on any exchange on which options contracts or futures contracts with

respect to the Commodity or any of the Commodities (in the case of a Basket of Commodities) are traded if, in the determination of the Calculation Agent, such suspension or limitation is material.

The Issuer shall give notice as soon as practicable to the Securityholders in accordance with Condition 8 that a Market Disruption Event has occurred.

(E) Additional Disruption Events

Additional Disruption Event means any of Change in Law, Hedging Disruption, Increased Cost of Hedging, Increased Cost of Stock Borrow, Insolvency Filing and/or Loss of Stock Borrow, in each case if specified in the applicable Final Terms.

Change in Law means that, on or after the Trade Date (as specified in the applicable Final Terms)

(A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Issuer determines in its sole and absolute discretion that (X) it has become illegal for it or any of its Affiliates or agents acting on its behalf to hold, acquire or dispose of any relevant Share (in the case of Share Securities) or any relevant security/commodity comprised in an Index (in the case of Index Securities) or (Y) it will incur a materially increased cost in performing its obligations in relation to the Securities (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on the tax position of the Issuer and/or any of its Affiliates or agents acting on its behalf).

Hedging Disruption means that the Issuer and/or any of its Affiliates or agents acting on its behalf is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity or other price risk of the Issuer issuing and performing its obligations with respect to the Securities, or

(B) realise, recover or remit the proceeds of any such transaction(s) or asset(s).

Hedging Shares means the number of Shares that the Issuer deems necessary to hedge the equity or other price risk of entering into and performing its obligations with respect to the Securities.

Increased Cost of Hedging means that the Issuer and/or any of its Affiliates or agents acting on its behalf would incur a materially increased (as compared with circumstances existing on the Trade Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re- establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity or other price risk of the Issuer issuing and performing its obligations with respect to the Securities, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Issuer and/or any of its Affiliates or agents acting on its behalf shall not be deemed an Increased Cost of Hedging.

Increased Cost of Stock Borrow means that the Issuer and/or any of its Affiliates would incur a rate to borrow Shares that is greater than the Initial Stock Loan Rate.

Initial Stock Loan Rate means, in respect of a Share, the initial stock loan rate specified in relation to such Share in the applicable Final Terms.

Insolvency Filing means that a Share Company or Basket Company institutes or has instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, or it consents to a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or affecting creditors' rights, or a petition is

presented for its winding-up or liquidation by it or such regulator, supervisor or similar official or it consents to such a petition, provided that proceedings instituted or petitions presented by creditors and not consented to by the Share Company or Basket Company shall not be deemed an Insolvency Filing.

Loss of Stock Borrow means that the Issuer and/or any of its Affiliates is unable, after using commercially reasonable efforts, to borrow (or maintain a borrowing of) any Share in an amount equal to the Hedging Shares at a rate equal to or less than the Maximum Stock Loan Rate.

Maximum Stock Loan Rate means, in respect of a Share, the Maximum Stock Loan Rate specified in the applicable Final Terms.

If an Additional Disruption Event occurs, the Issuer in its sole and absolute discretion may take the action described in (i) or (ii) below:

(i) require the Calculation Agent to determine, in its sole and absolute discretion, the appropriate adjustment, if any, to be made to any one or more of any Relevant Assets and/or the Entitlement and/or the Exercise Price and/or the Multiplier and/or any of the other terms of these Conditions and/or the applicable Final Terms to account for the Additional Disruption Event and determine the effective date of that adjustment; or

(ii) cancel the Securities by giving notice to Securityholders in accordance with Condition 8. If the Securities are so cancelled the Issuer will pay an amount to each Securityholder in respect of each Security held by him which amount shall be the fair market value of such Security, taking into account the Additional Disruption Event, except for Italian Listed Securities, less the cost to the Issuer and/or any of its Affiliates or agents of unwinding any underlying related hedging arrangements (including any cost of funding in respect of such hedging arrangements), all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Securityholders in accordance with Condition 8.

Upon the occurrence of an Additional Disruption Event, the Issuer shall give notice as soon as practicable to the Securityholders in accordance with Condition 8 stating the occurrence of the Additional Disruption Event, as the case may be, giving details thereof and the action proposed to be taken in relation thereto, provided that any failure to give, or non-receipt of, such notice will not affect the validity of the Additional Disruption Event.

(F) Fund Securities

Any market disruption, general disruption, adjustment and/or termination provisions relating to Fund Securities will be set out in the applicable Final Terms.

(G) Credit Securities

Except as set out below, any market disruption, general disruption, adjustment and/or termination provisions relating to Credit Securities will be set out in the applicable Final Terms.

(1) Settlement or Expiration absent Satisfaction of Conditions to Settlement

Subject to the provisions of this Condition 13(G) as are applicable to the Credit Securities or as otherwise specified in the applicable Final Terms, the Issuer will settle each Credit Certificate on the Settlement Date (as such date may be extended in accordance with the definition thereof) by payment of an amount equal to the Cash Settlement Amount of such Certificate (together with Remuneration, if any, payable thereon) unless:

(a) the Credit Certificates have been previously settled or purchased and cancelled in full; or

(b) the Conditions to Settlement have been satisfied, in which event, subject as set out herein, the Issuer shall settle the Credit Certificates in accordance with Condition 13(G)(2).

Subject to the provisions of this Condition 13(G) as are applicable to the Credit Securities or as otherwise specified in the applicable Final Terms, each Credit Warrant will become void on the related Settlement Date (as such date may be extended in accordance with the definition thereof) unless:

(d) the Conditions to Settlement have been satisfied, in which event, subject as set out herein, the Credit Warrants shall be settled in accordance with Condition 13(G)(2).

(2) Settlement following Satisfaction of Conditions to Settlement

Upon the satisfaction of the Conditions to Settlement, subject as set out in the applicable Final Terms, each Credit Certificate and each Credit Warrant will be deemed to have been automatically exercised on the Event Determination Date and will be settled, subject to the provisions of this Condition 13(G) as are applicable to the Credit Securities or as otherwise specified in the applicable Final Terms:

(a) if the applicable Settlement Method is Auction Settlement, by payment of the Auction Credit Event Settlement Amount on the Auction Settlement Date or, as appropriate, in accordance with the applicable Fallback Settlement Method (if any); and

(b) if the applicable Settlement Method is Cash Settlement, by payment of the Credit Event Cash Settlement Amount on the Settlement Date.

(3) Suspension of Obligations

If, following the determination of an Event Determination Date in accordance with sub paragraph (i) of the definition of Event Determination Date but prior to the relevant Settlement Date or, to the extent applicable, a Valuation Date, the Calculation Agent determines that a Suspension Event has occurred, the timing requirements of Condition 13(G) relating to Settlement Dates, Valuation Dates, Credit Event Settlement Date(s), such other dates as may be specified in the applicable Final Terms, as applicable, or any other provision that pertains to settlement of the Credit Securities, shall toll and remain suspended until the Suspension Event Cessation Date. The relevant timing requirements and redemption and settlement provisions, as applicable, that have previously tolled or been suspended shall resume on the Business Day following the relevant Suspension Event Cessation Date with the benefit of the full day notwithstanding when the tolling or suspension began in accordance with this Condition 13(G)(3). Without prejudice to any amounts payable pursuant to Condition 13(G)(7), no additional amounts shall be payable by the Issuer in connection with any such suspension.

(4) Repudiation/Moratorium Extension

Where "Repudiation/Moratorium" is specified as a Credit Event in the applicable Final Terms, the provisions of this Condition 13(G)(4) shall apply.

Where Conditions to Settlement have not been satisfied on or prior to the Exercise Date in the case of Credit Certificates or European Style Credit Warrants or, as appropriate, in the case of American Style Credit Warrants, the Expiration Date but the Repudiation/Moratorium Extension Condition has been satisfied on or prior to the Exercise Date in the case of Credit Certificates or European Style Credit Warrants or, as appropriate, in the case of American Style Credit Warrants, the Expiration Date or, Condition 13(G)(6) applies, and the Repudiation/Moratorium Evaluation Date in respect of such

Potential Repudiation Moratorium may or will, in the sole determination of the Calculation Agent, fall after the Exercise Date in the case of Credit Certificates or European Style Credit Warrants or, as appropriate, in the case of American Style Credit Warrants, the Expiration Date, then the Calculation Agent shall notify the Securityholders in accordance with Condition 8 that a Potential Repudiation/Moratorium has occurred. If the Repudiation/Moratorium Extension Condition is satisfied and an Event Determination Date does not occur on or prior to the final day of the Notice Delivery Period:

(i) provided that there are no other Extension Events outstanding as at the Repudiation/Moratorium Evaluation Date, each Credit Certificate shall be settled in accordance with Condition 13(G)(1) on the second Business Day following the Repudiation/Moratorium Evaluation Date; and

(ii) in the case of remuneration bearing Credit Certificates, the Issuer shall be obliged to pay remuneration calculated as provided herein, accruing from (and including) the Remuneration Payment Date immediately preceding the Exercise Date (or if none, the Remuneration Commencement Date) to (but excluding) the Settlement Date but shall only be obliged to make such payment of remuneration on the second Business Day following the Repudiation/Moratorium Evaluation Date and no further or other amount in respect of remuneration shall be payable and no additional amount shall be payable in respect of such delay.

(5) Grace Period Extension

If "Grace Period Extension" is specified as Applicable in the applicable Final Terms, the provisions of this Condition 13(G)(5) shall apply.

Where Conditions to Settlement have not been satisfied on or prior to the Exercise Date in the case of Credit Certificates or European Style Credit Warrants or, as appropriate, in the case of American Style Credit Warrants, the Expiration Date but a Potential Failure to Pay has occurred with respect to one or more Obligation(s) in respect of which a Grace Period is applicable on or prior to the Exercise Date in the case of Credit Certificates or European Style Credit Warrants or, as appropriate, in the case of American Style Credit Warrants, the Expiration Date (and such Grace Period(s) is/are continuing as at the Exercise Date in the case of Credit Certificates or European Style Credit Warrants or, as appropriate, in the case of American Style Credit Warrants, the Expiration Date), then:

(i) where an Event Determination Date in respect of the Failure to Pay does not occur on or prior to the last day of the Notice Delivery Period:

(A) provided that there are no other Extension Events outstanding as at the Grace Period Extension Date, each Credit Certificate will be shall be settled in accordance with Condition 13(G)(1) on the second Business Day following the Repudiation/Moratorium Evaluation Date on the Grace Period Extension Date; and

(B) in the case of remuneration bearing Credit Certificates, the Issuer shall be obliged to pay remuneration calculated as provided herein, accruing from (and including) the Remuneration Payment Date immediately preceding the Exercise Date (or if none, the Remuneration Commencement Date) to (but excluding) the Grace Period Extension Date but shall only be obliged to make such payment of remuneration on the Grace Period Extension Date and no further or other amount in respect of in remuneration shall be payable and no additional amount shall be payable in respect of such delay; or

(ii) where a Failure to Pay has occurred on or prior to the last day of the Notice Delivery Period the provisions of Condition 13(G)(2) shall apply to the Credit Securities.

(6) Extension

If on the Exercise Date in the case of Credit Certificates or European Style Credit Warrants or, as appropriate, in the case of American Style Credit Warrants, the Expiration Date the Calculation Agent determines that on or prior to such date:

(i) a Potential Repudiation/Moratorium may have occurred;

(ii) a Potential Failure to Pay may have occurred;

(iii) an Applicable Request has been made on or prior to such date in respect of which an Applicable Resolution has not been published; or

(iv) without duplication, in the opinion of the Calculation Agent, a Credit Event may have occurred in relation to which the Conditions to Settlement have not been satisfied (such Credit Event, a Postponement Credit Event), and

in each case, in respect of which an Event Determination Date has not occurred as at the Exercise Date in the case of Credit Certificates or European Style Credit Warrants or, as appropriate, in the case of American Style Credit Warrants, the Expiration Date (each such event an Extension Event), the Calculation Agent may notify the Securityholders in accordance with Condition 8. In such circumstances, each Credit Certificate shall be settled as follows:

(A) with respect to a Potential Repudiation/Moratorium, in accordance with Condition 13(G)(4), unless an Event Determination Date occurs on or prior to the last day of the Notice Delivery Period and is not reversed pursuant to Condition 13(G)(7), in which case each Credit Certificate will be shall be settled in accordance with Condition 13(G)(2);

(B) with respect to a Potential Failure to Pay, in accordance with Condition 13(G)(5), unless an Event Determination Date occurs on or prior to the last day of the Notice Delivery Period and is not reversed pursuant to Condition 13(G)(7), in which case each Credit Certificate will be shall be settled in accordance with Condition 13(G)(2); or

(C) with respect to an Applicable Request or a Postponement Credit Event, if an Event Determination Date occurs on or prior to the Observation Cut-Off Date and is not reversed pursuant to Condition 13(G)(7), in which case each Credit Certificate will be shall be settled in accordance with Condition 13(G)(2); or

(D) with respect to an Applicable Request or a Postponement Credit Event, if an Event Determination Date does not occur on or prior the Observation Cut-Off Date or an Event Determination Date is reversed pursuant to Condition 13(G)(7), subject to Condition 13(G)(15) and provided that there are no other Extension Events outstanding as at the Observation Cut-Off Date, each Credit Certificate will be shall be settled in accordance with Condition 13(G)(1) on the second Business Day following the Observation Cut-Off Date (the Postponed Settlement Date); and

(E) in the case of remuneration bearing Credit Certificates only, the Issuer shall, without duplication and without prejudice to Condition 13(G)(7), be obliged to pay remuneration calculated as provided herein accruing from (and including) the Remuneration Payment Date immediately preceding the Exercise Date (or if none the Remuneration Commencement Date) to (but excluding) the Postponed Settlement Date but shall only be obliged to make such

payment of remuneration on the Postponed Settlement Date and no further or other amount in respect of remuneration shall be payable and no additional amount shall be payable in respect of such delay.

An Extension Event will be deemed to be outstanding on any date, if the period specified in (A), (B)(C) or (D)(E) in respect of the relevant Extension Event in which an Event Determination Date may occur has not expired as at such date.

(7) Reversals and adjustments to Event Determination Dates

(i) Notwithstanding anything to the contrary herein, no Event Determination Date will occur, and any Event Determination Date previously determined with respect to an event shall be deemed not to have occurred, if, or to the extent that, ISDA publicly announces prior to the Auction Final Price Determination Date in respect of an Applicable Auction, a Valuation Date, the Settlement Date, or the Observation Cut-Off Date, as applicable, that the relevant Credit Derivatives Determinations Committee has Resolved that an event does not constitute a Credit Event with respect to the relevant Reference Entity or Obligation thereof and the Calculation Agent determines that such Resolution is an Applicable Resolution.

(ii) Notwithstanding anything to the contrary in these Conditions, but subject as set out in the applicable Final Terms, following the determination of an Event Determination Date, if, in accordance with Condition 13(G)(7)(i):

(A) such Event Determination Date is deemed to have occurred on a date that is earlier than the date originally determined to be the Event Determination Date, an amount equal to the relevant EDD Adjustment Amount (if any) shall be deducted to the fullest extent possible from the Credit Event Settlement Amount or Auction Credit Event Settlement Amount, as applicable; or

(B) such Event Determination Date is deemed not to have occurred, notwithstanding Condition 21(B) each Credit Certificate, where relevant, shall recommence to accrue remuneration (in accordance with Condition 21) from the Remuneration Payment Date (the Remuneration Recommencement Date) immediately following the announcement of the Resolution described in Condition 13(G)(7)(i) and an amount equal to the Additional EDD Remuneration Amount shall be payable on such Remuneration Recommencement Date.

(8) Settlement following a Merger Event

If "Settlement following a Merger Event" is specified as Applicable in the applicable Final Terms, the relevant provisions shall be set out in the applicable Final Terms.

(9) Definitions applicable to Credit Securities

The definitions applicable to Credit Securities are set out in the Annex to these Terms and Conditions.

(10) Credit Event Notice after Restructuring Credit Event

If "Credit Event Notice after Restructuring Credit Event" is specified as Applicable in the applicable Final Terms, the relevant provisions shall be set out therein.

(11) Provisions relating to Multiple Holder Obligation

If "Provisions relating to Multiple Holder Obligation" is specified as Applicable in the applicable Final Terms, notwithstanding anything to the contrary in the definition of Restructuring and related provisions, the occurrence of, agreement to, or announcement of, any of the events described in sub-paragraphs (a) to (e) of the definition of "Restructuring" shall not be a Restructuring unless the Obligation in respect of any such events is a Multiple Holder Obligation.

Multiple Holder Obligation means an Obligation that (i) at the time of the event which constitutes a Restructuring Credit Event is held by more than three holders that are not Affiliates of each other and

(ii) with respect to which a percentage of holders (determined pursuant to the terms of the Obligation as in effect on the date of such event) at least equal to sixty-six and two-thirds is required to consent to the event which constitutes a Restructuring Credit Event; provided that any Obligation that is a Bond shall be deemed to satisfy the requirement in (ii).

(12) Provisions taken from the ISDA supplement titled "Additional Provisions - Monoline Insurer as Reference Entity (May 2003)"

If Condition 13(G)(12) is specified as Applicable in the applicable Final Terms, the relevant provisions shall be set out in the applicable Final Terms.

(13) Provisions taken from the ISDA supplement titled "Additional Provisions - Monoline Insurer as Reference Entity (May 2005)"

If Condition 13(G)(13) is specified as Applicable in the applicable Final Terms, the relevant provisions shall be set out in the applicable Final Terms.

(14) Calculation Agent and Calculation Agent Notices

The determination by the Calculation Agent of any amount or of any state of affairs, circumstance, event or other matter, or the formation of any opinion or the exercise of any discretion required or permitted to be determined, formed or exercised by the Calculation Agent pursuant to this Condition 13(G)(14) shall (in the absence of manifest error) be final and binding on the Issuer and the Securityholders. Whenever the Calculation Agent is required to make any determination it may, inter alia, decide issues of construction and legal interpretation. In performing its duties pursuant to the Credit Securities, the Calculation Agent shall act in its sole and absolute discretion. Any delay, deferral or forbearance by the Calculation Agent in the performance or exercise of any of its obligations or its discretion under the Credit Securities including, without limitation, the giving of any notice by it to any person, shall not affect the validity or binding nature of any later performance or exercise of such obligation or discretion, and neither the Calculation Agent nor the Issuer shall, in the absence of wilful misconduct and gross negligence, bear any liability in respect of, or consequent upon, any such delay, deferral or forbearance.

(15) Adherence to ISDA Protocols in relation to alternative settlement or valuation method

In the event that a protocol setting out an alternative settlement or valuation method is published by the International Swaps and Derivatives Association (a Protocol) in relation to a Reference Entity, the Calculation Agent may in its sole discretion determine whether or not to follow some or all of the terms of such Protocol for purposes of this Condition 13(G).

Notwithstanding any other provisions in this Condition 13(G), in the event that the Calculation Agent decides to adhere to a Protocol, the Calculation Agent may adjust such terms of this Condition 13(G) as

it deems appropriate to reflect some or all of the relevant settlement, valuation and other provisions of the Protocol. Nothing in this Condition 13(G)(15) should be taken as requiring the Calculation Agent to follow the terms of the Protocol.

14. Adjustments for European Monetary Union

The Issuer may, without the consent of the Securityholders, on giving notice to the Securityholders in accordance with Condition 8:

(i) elect that, with effect from the Adjustment Date specified in the notice, certain terms of the Securities shall be redenominated in euro;

The election will have effect as follows:

(A) where the Settlement Currency of the Securities is the National Currency Unit of a country which is participating in the third stage of European Economic and Monetary Union, such Settlement Currency shall be deemed to be an amount of euro converted from the original Settlement Currency into euro at the Established Rate, subject to such provisions (if any) as to rounding as the Calculation Agent may decide and as may be specified in the notice, and after the Adjustment Date, all payments of the Cash Settlement Amount in respect of the Securities will be made solely in euro as though references in the Securities to the Settlement Currency were to euro;

(B) where the Exchange Rate and/or any other terms of these Conditions (as amended or supplemented in the applicable Final Terms) are expressed in or, in the case of the Exchange Rate, contemplate the exchange from or into, the currency (the Original Currency) of a country which is participating in the third stage of European Economic and Monetary Union, such Exchange Rate and/or any other terms of these Conditions shall be deemed to be expressed in or, in the case of the Exchange Rate, converted for or, as the case may be into, euro at the Established Rate; and

(C) such other changes shall be made to these Conditions (as amended or supplemented in the applicable Final Terms) as the Issuer may decide, in its sole and absolute discretion to conform them to conventions then applicable to instruments expressed in euro; and/or

(ii) require that the Calculation Agent make such adjustments to the Multiplier and/or the Exercise Price and/or the Settlement Price and/or any other terms of these Conditions and/or the applicable Final Terms as the Calculation Agent, in its sole and absolute discretion, may determine to be appropriate to account for the effect of the third stage of European Economic and Monetary Union on the Multiplier and/or the Exercise Price and/or the Settlement Price and/or such other terms of these Conditions and/or the applicable Final Terms).

Notwithstanding the foregoing, none of the Issuer, any of its Affiliates, the Calculation Agent or any of the Security Agents shall be liable to any Securityholder or other person for any commissions, costs, losses or expenses in relation to or resulting from the transfer of euro or any currency conversion or rounding effected in connection therewith.

In this Condition, the following expressions have the following meanings:

Adjustment Date means a date specified by the Issuer in the notice given to the Securityholders pursuant to this Condition which falls on or after the date on which the country of the Original Currency first participates in the third stage of European Economic and Monetary Union pursuant to the Treaty;

Established Rate means the rate for the conversion of the Original Currency (including compliance with rules relating to rounding in accordance with applicable European Community regulations) into euro established by the Council of the European Union pursuant to first sentence of Article 1091(4) of the Treaty;

euro means the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty;

National Currency Unit means the unit of the currency of a country, as those units are defined on the date on which the country of the Original Currency first participates in European Economic and Monetary Union; and

Treaty means the treaty establishing the European Community, as amended.

15. Contracts (Rights of Third Parties) Xxx 0000

Subject as provided in the Agency Agreement, the Securities do not confer on any third party any rights under the Contracts (Rights of Third Parties) Xxx 0000 (the Act) to enforce any term of the Securities, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

16. Exercise Rights for Warrants

Conditions 16, 17 and 18 shall apply only to Warrants

(A) Exercise Period

(i) American Style Warrants

American Style Warrants are exercisable on any Exercise Business Day during the Exercise Period by the delivery of an Exercise Notice in the manner set out in Condition 17(A).

If Automatic Exercise is not specified in the applicable Final Terms, any such American Style Warrant with respect to which no Exercise Notice (as defined below) has been delivered in the manner set out in Condition 17(A), at or prior to 10.00 a.m., Brussels or Luxembourg time, as the case may be, on the last Exercise Business Day of the Exercise Period (the Expiration Date), shall become void.

If Automatic Exercise is specified in the applicable Final Terms, any such American Style Warrant with respect to which no Exercise Notice has been delivered in the manner set out in Condition 17(A), at or prior to 10.00 a.m., Brussels or Luxembourg time, as the case may be, on the Expiration Date and which is in the determination of the Calculation Agent "In-The-Money" shall be automatically exercised on the Expiration Date and the provisions of Condition 17(G) shall apply, provided the relevant Warrant is not a Definitive Warrant. The expressions exercise, due exercise and related expressions shall be construed to apply to any Warrants which are automatically exercised on the Expiration Date in accordance with this provision.

With respect to an American Style Warrant, the Actual Exercise Date means (a) the Exercise Business Day during the Exercise Period on which an Exercise Notice in respect of an American Style Warrant is delivered to Euroclear and/or Clearstream, Luxembourg with a copy to the Issuer and the Principal Security Agent as provided in Condition 17(A), at or prior to 10.00 a.m. Brussels or Luxembourg time, as appropriate, or (b) if Automatic Exercise is specified in the applicable Final Terms and no Exercise Notice has been delivered in accordance with the preceding paragraph (a), the Expiration Date. If any Exercise Notice in respect of an American Style Warrant is received by Euroclear and/or Clearstream, Luxembourg, or a copy thereof is delivered to the Issuer or the Principal Security Agent after 10.00

a.m. Brussels or Luxembourg time, as appropriate, on any Exercise Business Day during the Exercise Period, such Exercise Notice will be deemed to have been delivered on the next Exercise Business Day, which Exercise Business Day shall be deemed to be the Actual Exercise Date, provided that any such Warrant in respect of which no Exercise Notice has been delivered in the manner set out in Condition 17(A) at or prior to 10.00 a.m. Brussels or Luxembourg time (as appropriate) on the Expiration Date shall (i) if Automatic Exercise is not specified in the applicable Final Terms, become void or (ii) if Automatic Exercise is specified in the applicable Final Terms, be automatically exercised on the Expiration Date as provided above.

In respect of Italian Listed Warrants, prior to the Renouncement Notice Cut-off Time indicated in the relevant Final Terms, the Securityholder may renounce any Automatic Exercise of such Warrant by the delivery or the sending by authenticated swift message (confirmed in writing) of a duly completed Renouncement Notice, which shall be substantially in the form set out in the Agency Agreement and copies of which may be obtained from the specified office of the Security Agents and the registered office of the Issuer (a Renouncement Notice), to the relevant Clearing System, with a copy to the Principal Security Agent and the Issuer, in compliance with the laws and regulation, including the regulations of the Italian Stock Exchange, applicable from time to time. If a duly completed Renouncement Notice is delivered or sent in compliance with the above, the relevant Securityholder will not be entitled to receive any amounts payable by the Issuer in respect of the relevant Italian Listed Warrants and the Issuer shall have no further liabilities in respect of such amounts.

Once delivered a Renouncement Notice shall be irrevocable. Any determination as to whether a Renouncement Notice is duly completed and in proper form shall be made by the relevant Clearing System in consultation with the Principal Security Agent and shall be conclusive and binding on the Issuer, the Security Agents, the Calculation Agent and the relevant Securityholder. Subject as set out below, any Renouncement Notice so determined to be incomplete or not in proper form or which is not duly delivered shall be null and void. If such Renouncement Notice is subsequently corrected to the satisfaction of the relevant Clearing System, in consultation with the Issuer and the Principal Security Agent, it shall be deemed to be a new Renouncement Notice submitted at the time such correction was delivered to the relevant Clearing System and copied to the Issuer and the Principal Security Agent.

(ii) European Style Warrants

European Style Warrants are only exercisable on the Exercise Date or if such day is not an Exercise Business Day the immediately succeeding Exercise Business Day (the Actual Exercise Date and the Expiration Date).

If Automatic Exercise is not specified in the applicable Final Terms, any European Style Warrant with respect to which no Exercise Notice has been delivered in the manner set out in Condition 17(A), at or prior to 10.00 a.m., Brussels or Luxembourg time (as appropriate) on the Actual Exercise Date, shall become void.

If Automatic Exercise is specified in the applicable Final Terms, any such European Style Warrant with respect to which no Exercise Notice has been delivered in the manner set out in Condition 17(A), at or prior to 10.00 a.m., Brussels or Luxembourg time, as the case may be, on the Actual Exercise Date and which is in the determination of the Calculation Agent "In-The-Money", shall be automatically exercised on the Actual Exercise Date and the provisions of Condition 17(G) shall apply, provided the relevant Warrant is not a Definitive Warrant. The expressions exercise, due exercise and related expressions shall be construed to apply to any Warrants which are automatically exercised on the Actual Exercise Date in accordance with this provision.

Renouncement Notice to the relevant Clearing System, with a copy to the Issuer and the Principal Security Agent, in compliance with the laws and regulation, including the regulations of the Italian Stock Exchange, applicable from time to time. If a duly completed Renouncement Notice is delivered or sent in compliance with the above, the relevant Security Holder will not be entitled to receive any amounts payable by the Issuer in respect of the relevant Italian Listed Warrants and the Issuer shall have no further liabilities in respect of such amounts.

Once delivered a Renouncement Notice shall be irrevocable. Any determination as to whether a Renouncement Notice is duly completed and in proper form shall be made by the relevant Clearing System in consultation with the Principal Security Agent and shall be conclusive and binding on the Issuer, the Security Agents, the Calculation Agent and the relevant Securityholder. Subject as set out below, any Renouncement Notice so determined to be incomplete or not in proper form or which is not duly delivered shall be null and void. If such Renouncement Notice is subsequently corrected to the satisfaction of the relevant Clearing System, in consultation with the Issuer and the Principal Security Agent, it shall be deemed to be a new Renouncement Notice submitted at the time such correction was delivered the relevant Clearing System and copied to the Issuer and the Principal Security Agent.

(B) Cash Settlement

If the Warrants are Cash Settled Warrants, each such Warrant or, if Units are specified in the applicable Final Terms, each Unit entitles its holder, upon due exercise in accordance with Condition 17(A) to receive from the Issuer on the Settlement Date the Cash Settlement Amount.

If the Warrants are Physical Delivery Securities, each such Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, entitles its holder, upon due exercise and subject as provided in Condition 4, to receive the Entitlement from the Issuer on the Settlement Date, subject to payment of the relevant Exercise Price, any Expenses and any other sums payable. The method of delivery of the Entitlement is set out in the applicable Final Terms.

Warrants or Units, as the case may be, exercised at the same time by the same Securityholder will be aggregated for the purpose of determining the aggregate Entitlements in respect of such Warrants or Units, as the case may be, provided that the aggregate Entitlements in respect of the same Securityholder will be rounded down to the nearest whole unit of the Relevant Asset or each of the Relevant Assets, as the case may be, in such manner as the Calculation Agent shall determine. Therefore, fractions of the Relevant Asset or of each of the Relevant Assets, as the case may be, will not be delivered and a cash adjustment amount calculated by the Calculation Agent will be paid in lieu of such fractions of the Relevant Asset. Any such cash adjustment amount will be paid to the account specified in the relevant Exercise Notice.

Following exercise of a Share Security which is a Physical Delivery Warrant, all dividends on the Shares to be delivered will be payable to the party that would receive such dividend according to market practice for a sale of the Shares executed on the relevant Actual Exercise Date and to be delivered in the same manner as such relevant Shares, all as determined by the Calculation Agent. Any such dividends to be paid to a Securityholder will be paid to the account specified by the Securityholder in the relevant Exercise Notice as referred to in Condition 17(A)(v).

17. Exercise Procedure

(A) Exercise Notice

Warrants may only be exercised by the delivery or the sending by authenticated swift message (confirmed in writing) to Euroclear or Clearstream, Luxembourg, as the case may be, with a copy to

the Principal Security Agent and the Issuer, of a duly completed exercise notice (an Exercise Notice) in the form set out in the Agency Agreement (copies of which form may be obtained from Euroclear, Clearstream, Luxembourg and the Security Agents) in accordance with the provisions set out in Condition 16 and this Condition. If the relevant Warrant is in definitive form, such Warrant must be delivered, together with the Exercise Notice, to the Issuer and with a copy to the Principal Security Agent.

(1) An Exercise Notice shall:

(i) specify the series of the Warrants and the number of Warrants or Units the subject of such Notice;

(ii) except in the case of Definitive Warrants, specify the number of the Securityholder's account at Euroclear or Clearstream, Luxembourg, as the case may be, to be debited with the Warrants the subject of such Exercise Notice;

(iii) except in the case of Definitive Warrants, irrevocably instruct Euroclear or Clearstream, Luxembourg, as the case may be, to debit on or before the Settlement Date the Securityholder's account with the Warrants the subject of such Exercise Notice;

(iv) include (A) an undertaking to pay all Expenses and, in the case of Physical Delivery Warrants, the aggregate Exercise Price in respect of the relevant Warrants or Units (together with any other amounts payable); and (B) an authorisation to the Issuer to deduct any Expenses from the Cash Settlement Amount, in the case of Cash Settled Warrants, or, in the case of Physical Delivery Warrants, an irrevocable instruction to Euroclear or Clearstream, Luxembourg, as the case may be (or to the Principal Security Agent, in the case of Definitive Warrants), to debit a specified account of the Securityholder at Euroclear or Clearstream, Luxembourg (or such other specified account of the Securityholder, in the case of Definitive Warrants) with the aggregate Exercise Price and any Expenses (together with any other amounts payable);

(v) include such details as are required by the applicable Final Terms for delivery of the Entitlement which may include account details and/or the name and address of any person(s) into whose name evidence of the Entitlement is to be registered and/or any bank, broker or agent to whom documents evidencing the Entitlement are to be delivered and specify the name and the number of the Securityholder's account with Euroclear or Clearstream, Luxembourg, as the case may be, or, in the case of a Definitive Warrant, at a bank in the principal financial centre of the relevant Settlement Currency to be credited with any cash payable by the Issuer, either in respect of any cash amount constituting the Entitlement or any cash adjustment amount paid in lieu of fractions of the Relevant Asset or any dividends relating to the Entitlement or as a result of the occurrence of a Settlement Disruption Event or, if applicable, a Failure to Deliver due to Illiquidity and the Issuer electing to pay the Settlement Disruption Amount or Failure to Deliver Settlement Price;

(vi) in the case of Currency Warrants only, specify the number of the Securityholder's account at Euroclear or Clearstream, Luxembourg, as the case may be, or, in the case of a Definitive Warrant, at a bank in the principal financial centre of the relevant Settlement Currency to be credited with the amount due upon exercise of the Warrants;

(vii) in the case of Cash Settled Warrants which are Definitive Warrants only, specify the details of an account in the principal financial centre of the relevant Settlement Currency to be credited with the Cash Settlement Amount for each Warrant or Unit, as the case may be, being exercised;

(viii) certify, inter alia, that the beneficial owner of each Warrant the subject of such Exercise Notice is not a U.S. person (as defined in the Exercise Notice), the Warrant was not held on behalf of a U.S. person and no cash, securities or other property have been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with such exercise and, where appropriate, undertake to provide such various forms of certification in respect of selling restrictions under the securities, commodities and other laws of the United States as set out in the applicable Final Terms; and

(ix) authorise the production of such certification in any applicable administrative or legal proceedings,

all as provided in the Agency Agreement.

(2) If Condition 4(C) applies, the form of Exercise Notice required to be delivered may be different from that set out above. Copies of such Exercise Notice may be obtained from Euroclear, Clearstream, Luxembourg and the Security Agents.

(B) Verification of the Securityholder

Except in the case of an Exercise Notice submitted in respect of a Definitive Warrant, upon receipt of an Exercise Notice, Euroclear or Clearstream, Luxembourg, as the case may be, shall verify that the person exercising the Warrant is the holder thereof according to the books of Euroclear or Clearstream, Luxembourg, as the case may be. Subject thereto, Euroclear or Clearstream, Luxembourg, as the case may be, will confirm to the Principal Security Agent the series and the number of Warrants being exercised, the relevant account details (if applicable) for payment of the Cash Settlement Amount or the details for the delivery of the Entitlement, as the case may be, in respect of each Warrant or Unit the subject of the relevant Exercise Notice. Upon receipt of such confirmation, the Principal Security Agent will inform the Issuer thereof. Euroclear or Clearstream, Luxembourg, as the case may be, will on or before the Settlement Date debit the account of the relevant Securityholder with the Warrants the subject of the relevant Exercise Notice.

Subject as provided in this Condition 17, the Issuer shall pay or cause to be paid the Cash Settlement Amount (if any) for each duly exercised Warrant or Unit, as the case may be, by credit or transfer to the Securityholder's account with Euroclear or Clearstream Luxembourg, as the case may be, for value on the Settlement Date less any Expenses not already paid, such payment to be made in accordance with the rules of Euroclear or Clearstream, Luxembourg (as appropriate).

The Issuer's obligations will be discharged by payment to, or to the order of, Euroclear or Clearstream, Luxembourg (as the case may be) of the amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular number of Warrants must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each such payment.

Payments will be subject in all cases to any fiscal or any other laws and regulations applicable thereto in the place of payment.

(D) Physical Delivery Warrants

Subject to payment of the aggregate Exercise Price and any Expenses with regard to the relevant Warrants or Units, as the case may be, the Issuer shall on the Settlement Date deliver, or procure the delivery of, the Entitlement for each duly exercised Warrant or Unit, subject as provided in

Condition 4(C). The Entitlement shall be delivered and evidenced in such manner as set out in the applicable Final Terms.

(E) Determinations

Any determination as to whether an Exercise Notice is duly completed and in proper form shall be made by the Principal Security Agent, and shall be conclusive and binding on the Issuer, the Security Agents, the Calculation Agent and the relevant Securityholder. Subject as set out below, any Exercise Notice so determined to be incomplete or not in proper form or which is not duly delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) and copied to the Issuer and the Principal Security Agent (or, in the case of Definitive Warrants, is not duly delivered to the Issuer together with the relevant Definitive Warrant(s) and copied to the Principal Security Agent), shall be null and void.

If such Exercise Notice is subsequently corrected to the satisfaction of Euroclear and/or Clearstream, Luxembourg (as appropriate), in consultation with the Issuer and the Principal Security Agent (or, in the case of Definitive Warrants, to the satisfaction of the Issuer in consultation with the Principal Security Agent), it shall be deemed to be a new Exercise Notice submitted at the time such correction was delivered to Euroclear and/or Clearstream, Luxembourg, as the case may be, and copied to the Issuer and the Principal Security Agent (or, in the case of Definitive Warrants, to the Issuer and copied to the Principal Security Agent).

If Automatic Exercise is not specified in the applicable Final Terms, any Warrants with respect to which the Exercise Notice has not been duly completed and delivered in the manner set out above by the cut-off time specified in Condition 16(A)(i), in the case of American Style Warrants, or Condition 16(A)(ii), in the case of European Style Warrants, shall become void.

Euroclear and/or Clearstream, Luxembourg, as applicable (or, in the case of Definitive Warrants, the Issuer) shall use its best efforts promptly to notify the Securityholder submitting an Exercise Notice if, in consultation with the Issuer and/or the Principal Security Agent (as applicable), it has determined that such Exercise Notice is incomplete or not in proper form. In the absence of negligence or wilful misconduct on its part, none of the Issuer, the Security Agents, Euroclear, Clearstream, Luxembourg and the Calculation Agent shall be liable to any person with respect to any action taken or omitted to be taken by it in connection with such determination or the notification of such determination to a Securityholder.

(F) Delivery of an Exercise Notice

Delivery of an Exercise Notice shall constitute an irrevocable election by the relevant Securityholder to exercise the Warrants specified. After the delivery of such Exercise Notice, such exercising Securityholder may not transfer such Warrants.

(G) Failure to deliver an Exercise Notice

This paragraph only applies if (i) Automatic Exercise is specified in the applicable Final Terms and Warrants are automatically exercised as provided in Condition 16(A)(i) or Condition 16(A)(ii); and

(ii) provided the relevant Warrant is not a Definitive Warrant.

(i) Cash Settled Warrants

In the event that a Warrantholder does not, in respect of a Cash Settled Warrant to which this Condition 17(G) applies, deliver an Exercise Notice in accordance with Condition 17(A) above on or prior to 10.00 a.m., Brussels or Luxembourg time, as the case may be, on the Expiration Date, the

provisions of Condition 17(C) shall nevertheless apply as if such Warrant or Unit had been duly exercised on such date.

(ii) Physical Delivery Warrants

In the event that a Warrantholder does not, in respect of a Physical Delivery Warrant to which this Condition 17(G) applies, deliver an Exercise Notice in accordance with Condition 17(A) above on or prior to 10.00 a.m., Brussels or Luxembourg time, as the case may be, on the Expiration Date, the Issuer shall as soon as reasonably practicable determine the Assessed Value Payment Amount and in respect of the relevant Warrant or Unit, as the case may be, shall pay or cause to be paid the Assessed Value Payment Amount by credit or transfer to the relevant Securityholder's account with Euroclear or Clearstream, Luxembourg (such payment to be made in accordance with the rules of Euroclear or Clearstream, Luxembourg, as the case may be) as soon as reasonably practicable following the determination of the Assessed Value Payment Amount. Upon payment of the Assessed Value Payment Amount as aforesaid, the Issuer's obligations in respect of such Warrant or Unit shall be discharged. Payments will be subject in all cases to any fiscal or any other laws and regulations applicable thereto in the place of payment. As used herein, Assessed Value Payment Amount means an amount determined by the Calculation Agent to be the fair market value of the Relevant Assets comprised in the Entitlement in respect of the relevant Warrant or Unit, less any Expenses and any other amounts payable.

(H) Settlement provisions for Definitive Warrants

In the event that any Definitive Warrants have been issued prior to the Expiration Date, the Issuer shall, on or prior to the Expiration Date, notify Securityholders in accordance with Condition 8 of the procedure to be followed in order to receive any Cash Settlement Amount or Assessed Value Payment Amount that may be payable upon Automatic Exercise.

(I) Exercise Risk

Exercise of the Warrants is subject to all applicable laws, regulations and practices in force on the relevant Exercise Date and none of the Issuer, any of its Affiliates, the Security Agents and the Calculation Agent shall incur any liability whatsoever if it is unable to effect the transactions contemplated, after using all reasonable efforts, as a result of any such laws, regulations or practices. None of the Issuer, any of its Affiliates, the Security Agents and the Calculation Agent shall under any circumstances be liable for any acts or defaults of Euroclear or Clearstream, Luxembourg in relation to the performance of their duties in relation to the Warrants.

18. Minimum and Maximum Number of Warrants Exercisable

(A) American Style Warrants

This paragraph (A) applies only to American Style Warrants.

(i) The number of Warrants exercisable by any Securityholder on any Actual Exercise Date, as determined by the Issuer, must not be less than the Minimum Exercise Number specified in the applicable Final Terms and, if specified in the applicable Final Terms, if a number greater than the Minimum Exercise Number, must be an integral multiple of the number specified in the applicable Final Terms. Any Exercise Notice which purports to exercise Warrants in breach of this provision shall be void and of no effect.

(ii) If the Issuer determines that the number of Warrants being exercised on any Actual Exercise Date by any Securityholder or a group of Securityholders (whether or not acting in concert) exceeds the Maximum Exercise Number (a number equal to the Maximum Exercise Number being the Quota), the

Issuer may deem the Actual Exercise Date for the first Quota of such Warrants, selected at the discretion of the Issuer, to be such day and the Actual Exercise Date for each additional Quota of such Warrants (and any remaining number thereof) to be each of the succeeding Business Days until all such Warrants have been attributed with an Actual Exercise Date, provided, however, that the deemed Actual Exercise Date for any such Warrants which would thereby fall after the Expiration Date shall fall on the Expiration Date. In any case where more than the Quota of Warrants are exercised on the same day by Securityholder(s), the order of settlement in respect of such Warrants shall be at the sole discretion of the Issuer.

(B) European Style Warrants

This paragraph (B) applies only to European Style Warrants.

The number of Warrants exercisable on behalf of any Securityholder on any Exercise Date, as determined by the Issuer, must be equal to the Minimum Exercise Number specified in the applicable Final Terms and, if specified in the applicable Final Terms, if a number greater than the Minimum Exercise Number, must be an integral multiple of the number specified in the applicable Final Terms. Any exercise which purports to exercise Warrants in breach of this provision shall be void and of no effect.

19. Exercise of Certificates

Conditions 19, 20 and 21 shall only apply to Certificates

(A) Exercise Date

Each Certificate shall be automatically exercised on the Exercise Date.

In respect of Italian Listed Certificates, prior to the Renouncement Notice Cut-off Time indicated in the relevant Final Terms, the Securityholder may renounce any Automatic Exercise of such Certificate by the delivery or sending by authenticated swift message (confirmed in writing) of a duly completed Renouncement Notice to the relevant Clearing System, with a copy to the Principal Security Agent and the Issuer, in compliance with the laws and regulation, including the regulations of the Italian Stock Exchange, applicable from time to time. If a duly completed Renouncement Notice is delivered or sent in compliance with the above, the relevant Security Holder will not be entitled to receive any amounts payable by the Issuer in respect of the relevant Italian Listed Certificates and the Issuer shall have no further liabilities in respect of such amounts.

(B) Cash Settlement

If the Certificates (Cash Settled Certificates) are Cash Settled Securities, each such Certificate entitles its holder to receive from the Issuer on the Settlement Date the Cash Settlement Amount, less any Expenses not already paid.

If the Certificates (Physical Delivery Certificates) are Physical Delivery Securities, each such Certificate entitles its holder, subject to the provisions of Condition 20(A), to receive from the Issuer on the Settlement Date the Entitlement, subject to payment of any Expenses. The method of delivery of the Entitlement is set out in the applicable Final Terms.

Unless otherwise specified in the applicable Final Terms, Certificates of the same Securityholder automatically exercised and in respect of which a Physical Delivery Confirmation Notice (as defined below) has been duly given as provided in Condition 20(A), will be aggregated for the purpose of determining the aggregate Entitlements in respect of such Certificates, provided that the aggregate Entitlements in respect of the same Securityholder will be rounded down to the nearest whole unit of the Relevant Asset or each of the Relevant Assets, as the case may be, in such manner as the Calculation Agent shall determine. Therefore, fractions of the Relevant Asset or of each of the Relevant Assets, as the case may be, will not be delivered and a cash adjustment amount calculated by the Calculation Agent will be paid in lieu of such fractions of the Relevant Asset. Any such cash adjustment amount will be paid to the account specified in the relevant Exercise Notice.

Following exercise of a Share Security which is a Physical Delivery Certificate, all dividends on the relevant Shares to be delivered will be payable to the party that would receive such dividend according to market practice for a sale of the Shares executed on the Exercise Date and to be delivered in the same manner as such relevant Shares, all as determined by the Calculation Agent. Any such dividends to be paid to a Securityholder will be paid to the account specified by the Securityholder in the relevant Physical Delivery Confirmation Notice as referred to in Condition 20(A)(1)(v).

20. Physical Delivery Confirmation Notices and Settlement

(A) Physical Delivery Confirmation Notice Requirement

In the case of Physical Delivery Certificates, in order to obtain delivery of the Entitlement the relevant Securityholder must deliver or send by authenticated swift message (confirmed in writing) to Euroclear or Clearstream, Luxembourg, as the case may be, with a copy to the Principal Security Agent and the Issuer not later than 10.00 a.m. Brussels or Luxembourg time (as appropriate) on the Exercise Date a duly completed physical delivery confirmation notice (a Physical Delivery Confirmation Notice) in the form set out in the Agency Agreement (copies of which form may be obtained from Euroclear or Clearstream, Luxembourg or the Security Agents) in accordance with the provisions set out in this Condition. If the relevant Certificate is in definitive form, such Certificate must be delivered, together with the Physical Delivery Confirmation Notice, to the Issuer and with a copy to the Principal Security Agent.

(1) The Physical Delivery Confirmation Notice shall:

(i) specify the series of the Certificates and the number of Certificates the subject of such Physical Delivery Confirmation Notice;

(ii) except in the case of Definitive Certificates, specify the number of the Securityholder's account at Euroclear or Clearstream, Luxembourg, as the case may be, to be debited with the Certificates the subject of such Physical Delivery Confirmation Notice;

(iii) except in the case of Definitive Certificates, irrevocably instruct Euroclear or Clearstream, Luxembourg, as the case may be, to debit on or before the Settlement Date the Securityholder's account with the Certificates the subject of such Physical Delivery Confirmation Notice;

(iv) include an undertaking to pay all Expenses and, except in the case of Definitive Certificates, an authority to Euroclear or Clearstream, Luxembourg, as the case may be, to debit a specified account of the Securityholder at Euroclear or Clearstream, Luxembourg, in respect thereof;

(v) include such details as are required by the applicable Final Terms for delivery of the Entitlement which may include account details and/or the name and address of any person(s) into whose name evidence of the Entitlement is to be registered and/or any bank, broker or agent to whom documents evidencing the Entitlement are to be delivered and specify the name and the number of the Securityholder's account with Euroclear or Clearstream, Luxembourg, as the case may be, or, in the case of a Definitive Certificate, at a bank in the principal financial centre of the relevant Settlement Currency to be credited with any cash payable by the Issuer, either in respect of any cash amount constituting the Entitlement or any cash adjustment amount paid in lieu of fractions of the Relevant Asset or any dividends relating to the Entitlement or as a result of the occurrence of a Settlement Disruption Event or a Failure to Deliver due to Illiquidity and the Issuer electing to pay the Settlement Disruption Amount or Failure to Deliver Settlement Price, as the case may be;

(vi) in the case of Currency Certificates only, specify the number of the Securityholder's account at Euroclear or Clearstream, Luxembourg, as the case may be, or, in the case of a Definitive Certificate, at a bank in the principal financial centre of the relevant Settlement Currency to be credited with the amount due upon exercise of the Certificates;

(vii) certify, inter alia, that the beneficial owner of each Certificate the subject of such Physical Delivery Confirmation Notice is not a U.S. person (as defined in the Physical Delivery Confirmation Notice), the Certificate was not held on behalf of a U.S. person and no cash, securities or other property have been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with such exercise and, where appropriate, undertake to provide such various forms of certification in respect of selling restrictions under the securities, commodities and other laws of the United States as set out in the applicable Final Terms; and

(viii) authorise the production of the Physical Delivery Confirmation Notice in any applicable administrative or legal proceedings,

all as provided in the Agency Agreement.

(2) If Condition 4(C) applies, the form of Physical Delivery Confirmation Notice required to be delivered may be different from that set out above. Copies of such Physical Delivery Confirmation Notice may be obtained from Euroclear, Clearstream, Luxembourg and the Security Agents.

(B) Verification of the Securityholder

Except in the case of a Physical Delivery Confirmation Notice submitted in respect of a Definitive Certificate, upon receipt of a Physical Delivery Confirmation Notice, Euroclear or Clearstream, Luxembourg, as the case may be, shall verify that the person exercising the Certificates is the holder thereof according to the books of Euroclear or Clearstream, Luxembourg, as the case may be. Subject thereto, Euroclear or Clearstream, Luxembourg, as the case may be, will confirm to the Principal Security Agent the series and the number of Certificates being exercised and the details for the delivery of the Entitlement in respect of each Certificate the subject of the relevant Physical Delivery Confirmation Notice. Upon receipt of such confirmation, the Principal Security Agent will inform the Issuer thereof. Euroclear or Clearstream, Luxembourg, as the case may be, will on or before the Settlement Date debit the account of the relevant Securityholder with the Certificates the subject of the relevant Physical Delivery Confirmation Notice.

Subject as provided in this Condition 20, the Issuer shall pay or cause to be paid the Cash Settlement Amount (if any) for each Certificate by credit or transfer to the Securityholder's account with Euroclear or Clearstream, Luxembourg, as the case may be, for value on the Settlement Date, less any Expenses not already paid, such payment to be made in accordance with the rules of Euroclear or Clearstream, Luxembourg, as the case may be.

The Issuer's obligations will be discharged by payment to, or to the order of, Euroclear or Clearstream, Luxembourg (as the case may be) of the amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular amount of the Certificates must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each such payment.

Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment.

(D) Physical Delivery Certificates

Subject to payment of any Expenses with regard to the relevant Certificates, the Issuer shall, on the Settlement Date, deliver, or procure the delivery of, the Entitlement for each Certificate in respect of which a valid Physical Delivery Confirmation Notice has been delivered as provided in Condition 20(A) pursuant to the details specified in the Physical Delivery Confirmation Notice, subject as provided in Condition 4(C). The Entitlement shall be delivered and evidenced in such manner as set out in the applicable Final Terms.

In the event that no valid Physical Delivery Confirmation Notice has been duly delivered at or prior to

10.00 a.m. (Brussels or Luxembourg time, as the case may be) on the Exercise Date, the provisions of Condition 20(G) below shall apply.

(E) Determinations

Any determination as to whether a Physical Delivery Confirmation Notice is duly completed and in proper form shall be made by the Principal Security Agent, and shall be conclusive and binding on the Issuer, the Security Agents, the Calculation Agent and the relevant Securityholder. Subject as set out below, any Physical Delivery Confirmation Notice so determined to be incomplete or not in proper form or which is not duly delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) and copied to the Issuer and the Principal Security Agent (or, in the case of Definitive Certificates, which is not duly delivered to the Issuer together with the relevant Definitive Certificate(s) and copied to the Principal Security Agent) shall be null and void.

If such Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of Euroclear and/or Clearstream, Luxembourg, in consultation with the Issuer and the Principal Security Agent (or, in the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Principal Security Agent), it shall be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to Euroclear or Clearstream, Luxembourg, as the case may be, and copied to the Issuer and the Principal Security Agent (or, in the case of Definitive Certificates, to the Issuer and copied to the Principal Security Agent).

Euroclear and/or Clearstream, Luxembourg, as applicable, (or, in the case of Definitive Certificates, the Issuer) shall use its best efforts promptly to notify the Securityholder submitting a Physical Delivery Confirmation Notice if, in consultation with the Issuer and/or the Principal Security Agent (as applicable), it has determined that such Physical Delivery Confirmation Notice is incomplete or not in proper form. In the absence of negligence or wilful misconduct on its part, none of the Issuer, the

Security Agents, Euroclear, Clearstream, Luxembourg and the Calculation Agent shall be liable to any person with respect to any action taken or omitted to be taken by it in connection with such determination or the notification of such determination to a Securityholder.

(F) Delivery of a Physical Delivery Confirmation Notice

After the delivery of a Physical Delivery Confirmation Notice, the relevant Securityholder may not transfer Certificates the subject of such notice.

(G) Failure to deliver a Physical Delivery Confirmation Notice

Provided that the relevant Certificates are not Definitive Certificates, in which case the provisions of Condition 20(H) will apply, in the event that a Certificateholder does not, in respect of a Physical Delivery Certificate, deliver or procure delivery of a Physical Delivery Confirmation Notice as set out above, prior to 10.00 a.m., Brussels or Luxembourg time, on the Exercise Date, the Issuer shall as soon as reasonably practicable determine the Assessed Value Payment Amount and in respect of such Certificate shall pay or cause to be paid the Assessed Value Payment Amount by credit or transfer to the Securityholder's account with Euroclear or Clearstream, Luxembourg as soon as reasonably practicable following the determination of the Assessed Value Payment Amount. Upon payment of the Assessed Value Payment Amount as aforesaid, the Issuer's obligations in respect of such Certificate shall be discharged. Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment. As used herein, Assessed Value Payment Amount means an amount determined by the Calculation Agent to be the fair market value of the Relevant Assets comprised in the Entitlement in respect of the relevant Certificate, less any Expenses.

(H) Settlement provisions for Definitive Certificates

In the event that any Definitive Certificates have been issued prior to the Exercise Date, the Issuer shall, on or prior to the Exercise Date, notify Securityholders in accordance with Condition 8 of the procedure to be followed in order to receive any Cash Settlement Amount or Assessed Value Payment Amount that may be payable upon exercise of the Certificates.

(I) Exercise Risk

Exercise of the Certificates is subject to all applicable laws, regulations and practices in force on the Exercise Date and none of the Issuer, any of its Affiliates, the Security Agents and the Calculation Agent shall incur any liability whatsoever if it is unable to effect the transactions contemplated, after using all reasonable efforts, as a result of any such laws, regulations or practices. None of the Issuer, any of its Affiliates, the Security Agents and the Calculation Agent shall under any circumstances be liable for any acts or defaults of Euroclear or Clearstream, Luxembourg in relation to the performance of their duties in relation to the Certificates.

21. Remuneration

(A) Remuneration Amount

If so specified in the applicable Final Terms, each Certificate pays remuneration from and including the Issue Date payable in arrear on each Remuneration Payment Date. The amount of remuneration payable in respect of each Certificate on each Remuneration Payment Date will amount to the Remuneration Amount, which shall be determined in the manner specified in the applicable Final Terms (including in the case of Certificates which are Dual Currency Securities).

If remuneration is required to be calculated for a period ending other than on (but excluding) an Remuneration Payment Date, it will be calculated as specified in the applicable Final Terms.

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Table of Contents

AVVISO n.3814 13 Marzo 2012 SeDeX − INV. CERTIFICATES

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