Credito Emiliano S.p.A.
(incorporated as a joint stock company under the laws of the Republic of Italy)
€5,000,000,000.00 Covered Bond Programme (Obbligazioni Bancarie
Garantite)
unconditionally and irrevocably guaranteed as to payments of interest and
principal by
CREDEM CB S.r.l.
(incorporatedwithlimitedliability under the laws of the Republic of Italy)
(the "Programme")
NOTICE RELATING TO THE AMENDMENTS TO THE PROGRAMME
DOCUMENTS
EUR 750,000,000 Covered Bonds due 2028
ISIN IT0005451759 - Common Code 236294188
EUR 100,000,000 Covered Bonds due 2028
ISIN IT0004955271 - Common Code 096091320
EUR 500,000,000 Covered Bonds due 2029
ISIN IT0005495889 - Common Code 248847204
EUR 500,000,000 Covered Bonds due 2029
ISIN IT0005579294 - Common Code 275167983
EUR 1,000,000,000 Covered Bonds due 2029
ISIN IT0005579286 - Common Code 275381551
each a Series and together the Obbligazioni Bancarie Garantite
Capitalised terms used in this Notice and not otherwise defined herein, shall have the same meaning ascribed to them in the relevant Conditions.
Notice is hereby given to inform that the Issuer and the other relevant parties to the Programme agreed to carry out certain amendments to the Programme Documents.
In accordance with the Programme Documents, on 19 November 2024, a master amendment agreement (the "Master Amendment Agreement") has been entered into between the Issuer and the other relevant parties thereto, pursuant to which:
- the Conditions of the Covered Bonds attached to the Intercreditor Agreement as Schedule 4 (Conditions of the Covered Bonds) have been amended, in order to add:
- in Article 5 (Floating Rate Provisions), a paragraph on benchmark replacement setting out the provisions to be applied in case of occurrence of certain events relating to a reference rate, benchmark or screen rate used to determine the relevant Rate of Interest on the relevant Covered Bonds (including, inter alia, such rate ceasing to be published or being discontinued), in accordance with the relevant provisions of the EU Benchmarks Regulation;
- in Article 2 (Interpretation), the definitions related to the provisions on benchmark replacement referred to in paragraph (a) above (the "Relevant Benchmark Replacement Definitions"); and
- the Master Definitions Agreement has been amended, in order to add in Article 2 (English Definitions) the Relevant Benchmark Replacement Definitions.
The amendments described above are already set out in Articles 5 and 2 of the Conditions included in the Base Prospectus dated 19 November 2024, available at the Issuer's website at the following
link:https://www.credem.it/content/credem/en/credem-group/investor-relations/covered- bonds/Disclaimer_Covered_Bonds/documenti_covered_bonds.html.
The Master Amendment Agreement was entered into in accordance with the provisions of the Conditions and the relevant Programme Documents, and the consent of the Representative of the Bondholders has been obtained in accordance with the Rules of the Organisation of the Bondholders and the Intercreditor Agreement.
Copy of the Master Amendment Agreement may be inspected during usual business hours on any business day for inspection at the registered office of the Issuer.
This Notice is being published and may be viewed on the Luxembourg Stock Exchange's website at the following internet address: http:// www.luxse.com.
Dated 19 November 2024
Credito Emiliano S.p.A.