Mediobanca Commercial Papers Programme. Notice to the holders of the instruments
Mediobanca – Banca di Credito Finanziario S.p.A.
(a bank incorporated as a joint stock company under the laws of the Republic of Italy)
(the “Issuer”)
NOTICE TO THE HOLDERS OF THE INSTRUMENTS
issued under the
“Mediobanca – Banca di Credito Finanziario S.p.A. Multi-Currency Commercial Paper Programme (Programma di Cambiali Finanziarie)”
(the “Programme”)
THIS NOTICE IS GIVEN to the holders of the commercial paper instruments (the “Instruments”) issued by the Issuer under the above mentioned Programme as described in the information memorandum dated 31 March 2025 (the “Information Memorandum”).
Unless otherwise defined herein, in this notice capitalised terms have the same meaning given to them under the Information Memorandum.
In connection with the establishment of the Programme, on 22 December 2021 an agency agreement (the "2021 Agency Agreement") has been entered into between the Issuer, Citibank, N.A., London Branch (“Citi London”) and Citibank, N.A., Milan Branch (“Citi Milan”), pursuant to which Citi London has been appointed as Principal Paying Agent and Citi Milan has been appointed as Local Paying Agent of the Issuer under the Programme.
In connection with the first update of the Programme, on 31 March 2025 a new agency agreement which amended and restated the 2021 Agency Agreement (the “2025 Agency Agreement” and, together with the 2021 Agency Agreement, the “Agency Agreements” ) has been entered into between the Issuer, Citi London and Citi Milan, pursuant to which Citi London has been appointed as Principal Paying Agent and Citi Milan has been appointed as Local Paying Agent of the Issuer under the Programme.
This notice is given pursuant to Clause 12.8 of the Agency Agreements to inform the holders of the Instruments of the following:
- on 7 October 2026 Citi Milan gave, pursuant to clause 12.2 of the Agency Agreements, notice to the Issuer of its resignation from its appointment as Local Paying Agent under the Agency Agreements, with effect from 16 November 2026; and
- pursuant to clause 12.1 of the Agency Agreements, on 16 October 2026 the Issuer appointed Citibank Europe Public Limited Company with registered office at 1 North Wall Quay, Dublin 1, Ireland (“CEP”), who accepted such appointment, as successor Local Paying Agent under the Agency Agreements, with effect from 16 November 2026.