Ciao,
e' quotata su borsa del lussemburgo ma non c'e' prospetto.
Viene pero' messa sotto l'emissione EMTN e le clausole relative alle Upper tier 2 sono queste :
(c)
Special provisions relating to Upper Tier II Subordinated Notes
(i) Loss Absorption
To the extent that the Issuer at any time suffers losses which, in accordance with Articles 2446 and 2447 of
the Italian Civil Code, would require the Issuer to reduce its capital to below the minimum capital (the
“Minimum Capital”) as provided for by the Bank of Italy from time to time for the issuance or maintenance
of the Bank of Italy’s authorisation to carry on banking activities and as determined by the external auditors
provo a tradurre....
GRAZIE
of the Issuer, the obligations of the Issuer in respect of interest and principal under the Upper Tier II
Subordinated Notes will be reduced to the extent necessary to enable the Issuer, in accordance with the
requirements under Italian legal and regulatory provisions, to maintain at least the required Minimum
Capital.
(ii) Reinstatement of the Issuer’s Payment Obligations
The obligations of the Issuer in respect of interest and principal due under the Upper Tier II
Subordinated Notes which are so reduced will be reinstated whether or not the maturity date of the relevant
obligation has occurred:
(A) in whole, in the event of dissolution, liquidation, winding-up or Liquidazione Coatta Amministrativa
(the latter as described in Articles 80 to 95 of the Italian Banking Act) of the Issuer and with effect
immediately prior to the commencement of such dissolution, liquidation, winding up or order for
Liquidazione Coatta Amministrativa as if such obligations of the Issuer had not been so reduced in
accordance with Condition 4(c)(i); and
(B) in whole or in part, from time to time, to the extent that the Issuer, by reason of it having profits, or
by reason of it obtaining new capital contributions, or by reason of the occurrence of any other event,
would again have at least the Minimum Capital and therefore would not be required to reduce its
obligations in respect of principal and interest in accordance with Condition 4(c)(i).
(iii) Deferral of Interest
The Issuer is not required to pay interest on the Upper Tier II Subordinated payment Notes on an Interest
Payment Date if (A) no annual dividend has been approved, paid or set aside for payment by the shareholders
of the Issuer in respect of any class of shares of the Issuer during the 12 month period ending on, and
including the day immediately preceding such Interest Payment Date; or (B) the Board of Directors of the
Issuer has announced, at the time of publication of any interim accounts of the Issuer published during the
six month period ending on, and including the immediately preceding such Interest Payment Date that, based
on such accounts, no sums are available at such time in accordance with Italian law for the payment of
interim dividends, in accordance with Article 2433-bis of the Italian Civil Code.
Any such unpaid amounts of interest will constitute arrears of interest which will bear interest at the rate
applicable to the relevant Upper Tier II Subordinated Notes. Arrears of interest (together with any additional
interest amounts in respect of such arrears of interest) will become due and payable (A) in part pari passu
and pro rata if and to the extent that the Issuer makes payment of or in respect of amounts of interest on or
in relation to any other pari passu claims; and (B) in full on the earliest to occur of (1) the Interest Payment
Date falling on or after the date on which a dividend is approved or paid on any class of share of the Issuer;
(2) the date for repayment of the Upper Tier II Subordinated Notes; and (3) the date on which the
Liquidazione Coatta Amministrativa of the Issuer is commenced pursuant to Article 83 of the Italian
Banking Act or on which the Issuer becomes subject to a liquidation order.