issuer:                         Veneto banca s.c.p.a. ( “veneto banca”)
notes:                          Dated subordinated notes (tier 2)
format:                         Reg s bearer
issuer senior rating (s&p/dbrs)+ (neg) / bb (review for downgrade)
exp. Issue rating (s&p):        [ccc]
principal amount:               Eur 200mm
settlement date:                1 december 2015 (t +5)
optional redemption date (call):1 december 2020 (one time issuer call at                                        year 5)
maturity date:                  1 december 2025
yield:                          10.5% annual yield (quarterly coupons)
coupon:                         9.5%
re-offer:                       97.628
status of the notes:            The subordinated notes and the coupons relating                                 to them constitute direct, unsecured and                                        subordinated obligations of veneto banca and                                    will rank after unsubordinated unsecured                                        creditors of the issuer. Pari passu without any                                 preference among themselves and at least pari                                   passu with all other  subordinated obligations                                  of the issuer which do not rank or are not                                      expressed by their terms to rank junior or                                      senior to the subordinated notes and in                                         priority to the claims of the issuer’s                                          shareholders.
Documentation:                  Base prospectus dated 23 july 2015, as                                          supplemented on 28 september 2015, 6 october                                    2015, 28 october 2015, 4 november 2015 and 18                                   november 2015