Banco Di Desio E Della Brianza S.p.a.MIL: BDB

Desio CB IT0005655003 TAP - Final Terms Serie 6 Tap (Desio CB IT0005655003 TAP Final Terms Serie 6 TAP)

· Issued by Banco di Desio E della Brianza S.p.A.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 of the European Parliament and of the Council on markets in financial instruments (as amended, the "MiFID II"); or (ii) a customer within the meaning of Directive (UE) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020) ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Covered Bonds, or otherwise making them available to retail investors in the UK, has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. MIFID II product governance / target market investors - Solely for the purposes of each of the manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in MIFID II; and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels. UK MIFIR product governance / target market - Solely for the purposes of each of the manufacturer's product

approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that:

(i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in MIFID II; and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to UK MiFIR product governance rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

Final Terms dated 16 December 2025 Banco di Desio e della Brianza S.p.A. Issue of Euro 50,000,000 Fixed Rate Covered Bonds due 18 June 2040 (the "Tranche 2") Guaranteed by Desio OBG S.r.l. under the Euro 3,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme to be consolidated and form a single series with the existing Euro 100,000,000 Fixed Rate Covered Bonds due 18 June 2040 issued on 18 June 2025 (the "Tranche 1" and, jointly with the Tranche 2, the "Series 6") PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the base prospectus dated 10 July 2024, which are incorporated by reference in the prospectus dated 25 September 2025. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of article 8.4 of the Regulation (EU) 2017/1129 (as amended from time to time, the "Prospectus Regulation") and must be read in conjunction with the base prospectus dated 25 September 2025 (the "Base Prospectus"), which constitutes a base prospectus for the purposes of the Prospectus Regulation. These Final Terms are available for viewing on the website of Euronext Dublin (www.euronext.com/en/markets/dublin). Full information on the Issuer, the Guarantor and the offer of the Covered Bonds described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of Euronext Dublin (www.euronext.com/en/markets/dublin) and on the website of the Issuer at https://www.bancodesio.it/.

  1. (i) Series Number: 6

    1. Tranche Number:

    2. Date on which the Covered Bonds will be consolidated and form a single Series:

      2

      Tranche 2 is expected to be consolidated and form a single Series with Tranche 1 on the Issue Date.

  2. Specified Currency or Currencies: Euro

  3. Aggregate Nominal Amount: Euro 150,000,000

    1. Series: Euro 150,000,000

    2. Tranche: Euro 50,000,000

  4. Issue Price: 96.868% of the Aggregate Nominal Amount of the Tranche 2 plus 182 days' interest accrued from (and including) 18 June 2025 to (and excluding) the Issue Date. Such accrued interest is equal to Euro 897,534.25.

  5. (i) Specified Denominations: Euro 100,000 plus integral multiples of

    Euro 1,000 (as referred to under Condition 3)

    1. Calculation Amount: Euro 1,000

  6. (i) Issue Date: 17 December 2025

    1. Interest Commencement Date: 18 June 2025, being the issue date of the

      Tranche 1

  7. Maturity Date: 18 June 2040

  8. Extended Maturity Date of Guaranteed Amounts corresponding to Final Redemption Amount under the Covered Bonds Guarantee:

    18 June 2041

    Extended Instalment Date of Guaranteed Amounts corresponding to Covered Bond Instalment Amounts under the Covered Bond Guarantee:

    Not Applicable

  9. Interest Basis: 3.600% per annum Fixed Rate from the Issue Date up to (and excluding) the Maturity Date

    1 month EURIBOR plus 0.898% per annum Floating Rate from the Maturity Date up to (and excluding) the Extended Maturity Date

    (further particulars specified in 14 and 15 below)

  10. Redemption/Payment Basis: Subject to any purchase and cancellation or

    early redemption, the Covered Bonds will be redeemed on the Maturity Date at the Final Redemption Amount

  11. Change of interest Change of interest rate may be applicable in case payment of the Final Redemption Amount is deferred pursuant to Condition 7

    (b) (Extension of maturity)

  12. Put/Call Options: Not Applicable

  13. Date of Board approval for issuance of Covered Bonds and Covered Bonds Guarantee respectively obtained:

    8 May 2025 with reference to the resolution of the Board of Directors of the Issuer approving the issue of the Covered Bonds and 28 May 2025 with reference to the resolution of the Board of Directors of the Guarantor approving the granting of the Covered Bond Guarantee

    PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
  14. Fixed Rate Provisions Applicable (as referred in Condition 5)
    1. Rate(s) of Interest: 3.600% per annum payable in arrear on each

      Interest Payment Date.

    2. Interest Payment Date(s): 18 June of each year, from (and including)

      18 June 2026 up to (and including) the Maturity Date adjusted in accordance with the Following Business Day Convention

    3. Fixed Coupon Amount: Euro 36 per Calculation Amount

    4. Broken Amount(s): Not Applicable

    5. Day Count Fraction: Actual/Actual (ICMA) unadjusted

  15. Floating Rate Provisions Applicable (as referred to in Condition 7(b))
    1. Interest Period(s): Each period from (and including) the Maturity Date up to (and excluding) the Extended Maturity Date or, if earlier, the date on which the Covered Bonds are redeemed in full.

    2. Specified Period: Not Applicable

    3. Interest Payment Dates: Interest will be payable monthly in arrears

      on the 18th day of each month, from (and including) 18 July 2040 up to (and including) the Extended Maturity Date adjusted in accordance with the Following Business Day Convention.

    4. First Interest Payment Date: 18 July 2040

    5. Business Day Convention: Following Business Day Convention

    6. Manner in which the Rate(s) of Interest is/are to be determined:

      Screen Rate Determination

    7. Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Paying Agent):

      Not Applicable

    8. Screen Rate Determination:

      • Reference Rate: Reference Rate: 1 month EURIBOR

      • Reference Banks Not Applicable

      • Interest Determination Date(s):

        The 2nd TARGET2 Settlement Day prior to the commencement of each Interest Period

      • Relevant Screen Page: REUTERS EURIBOR 01

      • Relevant Time: 11.00 a.m. Brussels time

      • Relevant Financial Centre: Euro-zone

    9. ISDA Determination: Not Applicable

    10. Margin(s): 0.898% per annum

    11. Minimum Rate of Interest: Not Applicable

    12. Maximum Rate of Interest: Not Applicable

    13. Day Count Fraction: Actual/Actual (ICMA) unadjusted PROVISIONS RELATING TO REDEMPTION

  16. Call Option Not Applicable (as referred in Condition 7)
  17. Put Option Not Applicable (as referred in Condition 7)
  18. Final Redemption Amount of Covered Bonds

    Euro 1,000 per Calculation Amount (as referred in Condition 7 (a))

    1. Minimum Final Redemption Amount:

      Euro 1,000 per Calculation Amount

    2. Maximum Final Redemption Amount:

    Euro 1,000 per Calculation Amount

  19. Early Redemption Amount

    Early redemption amount(s) per Calculation Amount payable on redemption for taxation reasons or on acceleration following a Covered Bonds Guarantor Event of Default:

    Euro 1,000 per Calculation Amount (as referred in Conditions 7 and 10)

    GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
  20. Additional Financial Centre(s): Not Applicable

Signed on behalf of Banco di Desio e della Brianza S.p.A.

By: Duly authorised

Signed on behalf of Desio OBG S.r.l.

By: Duly authorised

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