Obligation Acea 4.875% ( XS0196712086 ) en EUR

Société émettrice Acea
Prix sur le marché 100 %  ▼ 
Pays  Italie
Code ISIN  XS0196712086 ( en EUR )
Coupon 4.875% par an ( paiement annuel )
Echéance 23/07/2014 - Obligation échue



Prospectus brochure de l'obligation Acea XS0196712086 en EUR 4.875%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 300 000 000 EUR
Description détaillée L'Obligation émise par Acea ( Italie ) , en EUR, avec le code ISIN XS0196712086, paye un coupon de 4.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/07/2014







ACEA S.p.A.
(incorporated in the Republic of Italy as a joint stock company)
C300,000,000
4.875% Notes due 2014
Issue Price: 99.636%
The A300,000,000 4.875% Notes due 2014 (the ``Notes'') are issued by ACEA S.p.A. (the ``Issuer''
or ``ACEA'').
Interest on the Notes is payable annually in arrear on 23rd July in each year. Payments on the
Notes will be made without deduction for or on account of taxes of the Republic of Italy to the
extent described under ``Taxation ­ The Republic of Italy''. The Notes constitute ``obbligazioni''
pursuant to Article 2410 et seq. of the Italian Civil Code.
The Notes mature on 23rd July 2014 and may not be redeemed prior thereto, except as mentioned
below. The Notes are subject to redemption in whole but not in part at any time at their principal
amount, together with accrued interest, at the option of the Issuer in the event of certain changes
affecting taxes of the Republic of Italy.
As more fully set out in ``Terms and Conditions of the Notes ­ Taxation'' and as described under
``Taxation ­ The Republic of Italy'', the Issuer will not be liable to pay any additional amounts to
holders of the Notes or the Coupons with respect to any withholding or deduction required
pursuant to Italian Legislative Decree No. 239 of 1st April 1996 and any related implementing
regulations (as the same may be amended or supplemented from time to time). In addition, certain
other customary exceptions to the Issuer's obligation to pay additional amounts to holders of the
Notes or the Coupons with respect to the imposition of withholding or deduction in respect of
payments relating to the Notes or the Coupons apply, also as more fully set out in ``Terms and
Conditions of the Notes ­ Taxation''.
Application has been made to list the Notes on the Luxembourg Stock Exchange.
The Notes will initially be represented by a temporary global note (the ``Temporary Global Note''),
without interest coupons (``Coupons''), which will be deposited with a common depositary for
Euroclear Bank S.A./N.V. as operator of the Euroclear System (``Euroclear'') and Clearstream
Banking, socie´te´ anonyme (``Clearstream, Luxembourg'') on or about 23rd July 2004. Interests in
the Temporary Global Note will be exchangeable for interests in a permanent global note
(the ``Permanent Global Note'', together with the Temporary Global Note, the ``Global Notes'' and
each a ``Global Note''), without Coupons, on or after a date which is expected to be 2nd September
2004 upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note
will be exchangeable for definitive Notes in bearer form only in the limited circumstances set out in
the Permanent Global Note. See ``Summary of Provisions relating to the Notes while in Global
Form''.
The denomination of the Notes shall be A50,000, provided that, for so long as the Notes are
represented by a Global Note and the relevant clearing system(s) so permit, the Notes shall be
tradeable in minimum nominal amounts of A50,000 and integral multiples of A5,000 thereafter.
Joint Lead Managers
Goldman Sachs International
HSBC
UBS Investment Bank
The date of this Offering Circular is 16th July 2004


The Issuer, having made all reasonable enquiries, confirms that this document contains or
incorporates all information with respect to the Issuer, the Issuer and its subsidiaries taken as a
whole (the ``Group'') and the Notes which is material in the context of the issue and offering of the
Notes, the statements contained in it relating to the Issuer and the Group are in every material
particular true and accurate and not misleading, the opinions and intentions expressed in this
document with regard to the Issuer and the Group are honestly held, have been reached after
considering all relevant circumstances and are based on reasonable assumptions, there are no
other facts in relation to the Issuer, the Group or the Notes the omission of which would, in the
context of the issue and offering of the Notes, make any statement in this document misleading in
any material respect and all reasonable enquiries have been made by the Issuer to ascertain such
facts and to verify the accuracy of all such information and statements.
This Offering Circular is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see ``Documents Incorporated by Reference'' below). This Offering
Circular shall be read and construed on the basis that such documents are so incorporated and
form part of this Offering Circular.
This Offering Circular does not constitute an offer of, or an invitation by, or on behalf of, the Issuer
or the Joint Lead Managers (as defined in ``Subscription and Sale'' below) to subscribe or
purchase, any of the Notes. The distribution of this Offering Circular and the offering of the Notes
in certain jurisdictions may be restricted by law. Persons into whose possession this Offering
Circular comes are required by the Issuer and the Joint Lead Managers to inform themselves about
and to observe any such restrictions. For a description of certain further restrictions on offers and
sales of Notes and distribution of this Offering Circular see ``Subscription and Sale'' below.
No person is authorised to give any information or to make any representation not contained in this
Offering Circular and any such information or representation if given or made must not be relied
upon as having been authorised by or on behalf of the Issuer or the Joint Lead Managers. The
delivery of this Offering Circular at any time does not imply that the information contained in it is
correct as at any time subsequent to its date.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the ``Securities Act'') and are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons.
This Offering Circular is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer or any of the Joint Lead Managers
that any recipient of this Offering Circular should purchase any of the Notes. Each investor
contemplating purchasing Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
In this Offering Circular references to ``euro'' and ``B'' are to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty establishing the
European Community, as amended.
In connection with this issue, HSBC Bank plc or any person acting for it may over-allot or
effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail for a limited period. However, there may be no
obligation on HSBC Bank plc or any of its agents to do this. Such stabilising, if
commenced, may be discontinued at any time, and must be brought to an end after a
limited period.
2


Table of Contents
Documents Incorporated by Reference ..........................................................................................
3
Terms and Conditions of the Notes................................................................................................
4
Summary of Provisions relating to the Notes while in Global Form ...............................................
12
Use of Proceeds.............................................................................................................................
14
Summary Financial Information of the ACEA Group......................................................................
15
Capitalisation of the Issuer .............................................................................................................
24
ACEA S.p.A....................................................................................................................................
25
Regulation ......................................................................................................................................
48
Taxation..........................................................................................................................................
56
Subscription and Sale.....................................................................................................................
62
General Information........................................................................................................................
64
Documents Incorporated by Reference
The audited consolidated and non-consolidated financial statements of the Issuer for each of the
two years ended 31st December 2002 and 31st December 2003 and the audit reports on such
financial statements are incorporated by reference in this Offering Circular. Copies of these financial
statements and audit reports are available, free of charge, at the specified office of the Paying
Agent in Luxembourg as described in ``General Information'' below.
3


Terms and Conditions of the Notes
The following, subject to minor alteration and amendment, are the terms and conditions of the
Notes substantially in the form in which they will be endorsed on each Note in definitive form
(if issued). The wording set out in italics in Condition 1(a) shall not be included in the terms and
conditions endorsed on each Note in definitive form (if issued):
The issue of the Notes was authorised by resolutions of the board of directors of ACEA S.p.A.
(the ``Issuer'') passed at a meeting held on 11th June 2004. A fiscal agency agreement dated
23rd July 2004 (the ``Fiscal Agency Agreement'') has been entered into in relation to the Notes
between the Issuer, HSBC Bank plc as fiscal agent and the paying agents named in it. The fiscal
agent and the paying agents for the time being are referred to below respectively as the ``Fiscal
Agent'' and the ``Paying Agents'' (which expression shall include the Fiscal Agent). The Fiscal
Agency Agreement includes the form of the Notes and the coupons relating to them (the
``Coupons''). Copies of the Fiscal Agency Agreement are available for inspection during normal
business hours at the specified offices of each of the Paying Agents. The holders of the Notes (the
``Noteholders'') and the holders of the Coupons (whether or not attached to them) (the
``Couponholders'') are entitled to the benefit of, are bound by and are deemed to have notice of, all
the provisions of the Fiscal Agency Agreement applicable to them, including, but not limited to, the
provisions of Schedule 3 of the Fiscal Agency Agreement relating to the provisions for meetings of
Noteholders.
1
Form, Denomination and Title
(a)
Form and Denomination
The Notes are in bearer form, serially numbered, in the denomination of A50,000 with Coupons
attached on issue.
So long as the Notes are represented by a Global Note and the relevant clearing system(s) so
permit, the Notes shall be tradeable in minimum nominal amounts of B50,000 and integral multiples
of B5,000 thereafter.
(b)
Title
Title to the Notes and Coupons passes by delivery. The holder of any Note or Coupon will (except
as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is
overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or
its theft or loss) and no person will be liable for so treating the holder.
2
Status
The Notes and Coupons constitute direct, unconditional and (subject to Condition 3) unsecured
obligations of the Issuer (``obbligazioni'' pursuant to Article 2410 et seq. of the Italian Civil Code)
and shall at all times rank pari passu and without any preference among themselves. The payment
obligations of the Issuer under the Notes and Coupons shall, save for such exceptions as may be
provided by applicable legislation and subject to Condition 3, at all times rank equally with all its
other present and future unsecured and unsubordinated obligations.
3
Negative Pledge
So long as any Note or Coupon remains outstanding (as defined in the Fiscal Agency Agreement)
the Issuer will not, and will ensure that none of its Material Subsidiaries will, create or have
outstanding any mortgage, charge, lien, pledge or other security interest (other than a security
interest arising solely by operation of law) (each a ``Security Interest''), upon the whole or any part
of its present or future undertaking, assets or revenues (including any uncalled capital) to secure
any Relevant Indebtedness, or payment under any guarantee or indemnity granted by the Issuer or
any Material Subsidiary in respect of any Relevant Indebtedness, without at the same time or prior
thereto according to the Notes and the Coupons the same security as is created or subsisting to
secure any such Relevant Indebtedness, guarantee or indemnity or such other security as shall be
approved by a Resolution (as defined in the Fiscal Agency Agreement) of the Noteholders.
For the purpose of these Terms and Conditions:
(i)
``Indebtedness'' shall be construed so as to include any obligation for the payment or
repayment of money, whether present or future, actual or contingent;
4


(ii)
``Material Subsidiary'' at any time shall include a Subsidiary of the Issuer (inter alia): (a) whose
revenues (consolidated in the case of a Subsidiary which itself has Subsidiaries) or whose
total assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) represent
not less than 10% of the consolidated revenues or, as the case may be, consolidated total
assets of the Issuer and its consolidated Subsidiaries taken as a whole, all as calculated
respectively by reference to the then latest audited accounts (consolidated or, as the case
may be, unconsolidated) of the Subsidiary and the then latest audited consolidated accounts
of the Issuer and its consolidated Subsidiaries; or (b) to which is transferred the whole or
substantially the whole of the undertaking and assets of a Subsidiary of the Issuer which
immediately before the transfer is a Material Subsidiary;
(iii)
``Relevant Indebtedness'' means any Indebtedness which is in the form of, or represented or
evidenced by, bonds, notes, debentures or other securities which for the time being are, are
intended to be (with the consent of the Issuer), or are capable of being, quoted, listed or dealt
in or traded on any stock exchange or over-the-counter or other securities market; and
(iv)
``Subsidiary'' means any entity whose financial statements at any time are required by law or
in accordance with generally accepted accounting principles to be consolidated with those of
the Issuer.
4
Interest
The Notes bear interest from, and including, 23rd July 2004 at the rate of 4.875% per annum,
payable annually in arrear on 23rd July in each year (each an ``Interest Payment Date''). Each Note
will cease to bear interest from the due date for redemption unless, upon due presentation,
payment of principal is improperly withheld or refused. In such event it shall continue to bear
interest at such rate (both before and after judgment) until whichever is the earlier of (a) the day on
which all sums due in respect of such Note up to that day are received by or on behalf of the
relevant holder, and (b) the day five days after the Fiscal Agent has notified Noteholders of receipt
of all sums due in respect of all the Notes up to that fifth day (except to the extent that there is
failure in the subsequent payment to the relevant holders under these Terms and Conditions).
Where interest is to be calculated in respect of a period which is equal to or shorter than an
Interest Period the day-count fraction used will be the number of days in the relevant period, from
and including the date from which interest begins to accrue to but excluding the date on which it
falls due, divided by the number of days in the Interest Period in which the relevant period falls
(including the first such day but excluding the last). The period beginning on 23rd July 2004 and
ending on the first Interest Payment Date and each successive period beginning on an Interest
Payment Date and ending on the next succeeding Interest Payment Date is called an ``Interest
Period''.
5
Redemption and Purchase
(a)
Final redemption
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their
principal amount on 23rd July 2014. The Notes may not be redeemed at the option of the Issuer
other than in accordance with this Condition 5.
(b)
Redemption for taxation reasons
The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on
giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice shall be
irrevocable), at their principal amount (together with interest accrued to the date fixed for
redemption), if (i) the Issuer has or will become obliged to pay additional amounts as provided or
referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of
the Republic of Italy or any political subdivision or any authority thereof or therein having power to
tax, or any change in the application or official interpretation of such laws or regulations, which
change or amendment becomes effective on or after 16th July 2004, and (ii) such obligation cannot
be avoided by the Issuer taking reasonable measures available to it, provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer
would be obliged to pay such additional amounts were a payment in respect of the Notes then due.
Prior to the publication of any notice of redemption pursuant to this Condition 5(b), the Issuer shall
deliver to the Fiscal Agent a certificate signed by two directors of the Issuer stating that the Issuer
is entitled to effect such redemption and setting forth a statement of facts showing that the
5


conditions precedent to the right of the Issuer so to redeem have occurred and an opinion of
independent legal advisers of recognised standing to the effect that the Issuer has or will become
obliged to pay such additional amounts as a result of such change or amendment.
(c)
Purchase
The Issuer and any of its Subsidiaries may at any time purchase Notes in the open market or
otherwise at any price (provided that they are purchased together with all unmatured Coupons
relating to them). Any purchase by tender shall be made available to all Noteholders alike.
(d)
Cancellation
All Notes redeemed or repaid pursuant to Condition 5(a), Condition 5(b) or Condition 8 and any
unmatured Coupons attached to or surrendered with them will be cancelled and may not be
re-oissued or resold. All Notes purchased in accordance with Condition 5(c) and any unmatured
Coupons attached to or surrendered with them may be held, re-issued, resold or, at the option of
the Issuer, surrendered to any Paying Agent for cancellation. Pursuant to Article 2415 of the Italian
Civil Code, none of the Issuer or any of its Subsidiaries, as the case may be, shall be entitled to
vote at any meetings of Noteholders in relation to the Notes redeemed, repaid or purchased and
held by it.
6
Payments
(a)
Method of Payment
Payments of principal and interest will be made against presentation and surrender (or, in the case
of a partial payment, endorsement) of Notes or the appropriate Coupons (as the case may be) at
the specified office of any Paying Agent by credit or transfer to a euro account (or any other
account to which euro may be credited or transferred) maintained by the payee with, a bank in city
where banks have access to the TARGET System. Payments of interest due in respect of any Note
other than on presentation and surrender of matured Coupons shall be made only against
presentation and either surrender or endorsement (as appropriate) of the relevant Note.
(b)
Payments subject to laws
All payments are subject in all cases to any applicable laws and regulations, but without prejudice
to the provisions of Condition 7. No commissions or expenses shall be charged to the Noteholders
or Couponholders in respect of such payments.
(c)
Surrender of unmatured Coupons
Each Note should be presented for redemption together with all unmatured Coupons relating to it,
failing which the amount of each missing unmatured Coupon (or, in the case of payment not being
made in full, that proportion of the full amount of each missing unmatured Coupon which the sum
of principal so paid bears to the total principal amount due) will be deducted from the sum due for
payment. Each amount of principal so deducted will be paid in the manner mentioned above
against surrender of the relevant missing Coupon not later than 10 years after the Relevant Date
(as defined in Condition 7) for the relevant payment of principal.
(d)
Payments on business days
A Note or Coupon may only be presented for payment on a day which is a business day in the
place of presentation. No further interest or other payment will be made as a consequence of the
day on which the relevant Note or Coupon may be presented for payment under this Condition 6(d)
falling after the due date. In this Condition 6(d), ``business day'' means a day on which commercial
banks and foreign exchange markets are open in the relevant place of presentation and, in the
case of a payment by transfer to a euro account, on which the TARGET System is in operation.
(e)
Paying Agents
The initial Paying Agents and their initial specified offices are listed below. The Issuer reserves the
right at any time to vary or terminate the appointment of any Paying Agent and appoint additional
or other Paying Agents, provided that it will maintain (i) a Fiscal Agent, (ii) Paying Agents having
specified offices in at least two major European cities (including Luxembourg, so long as the Notes
are listed on the Luxembourg Stock Exchange and the rules of that Stock Exchange so require)
and (iii) to the extent not already covered by sub-paragraph (ii), a Paying Agent with a specified
office in a European Union member state that will not be obliged to withhold or deduct tax pursuant
6


to European Council Directive 2003/48/EC or any other European Union Directive implementing the
conclusions of the ECOFIN Council meeting of 26th-27th November 2000 on the taxation of savings
income or any law implementing or complying with, or introduced in order to conform to, such
Directive. Notice of any change in the Paying Agents or their specified offices will promptly be given
to the Noteholders.
For the purposes of these Terms and Conditions, ``TARGET System'' means the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) system or any successor
thereto.
7
Taxation
All payments of principal and interest by or on behalf of the Issuer in respect of the Notes and the
Coupons shall be made free and clear of, and without withholding or deduction for, any taxes,
duties, assessments or governmental charges of whatever nature (``Taxes'') imposed, levied,
collected, withheld or assessed by or within the Republic of Italy or any political subdivision or any
authority thereof or therein having power to tax, unless such withholding or deduction is required by
law. In that event the Issuer shall pay such additional amounts as will result in receipt by the
Noteholders and the Couponholders of such amounts as would have been received by them had
no such withholding or deduction been required, except that no such additional amounts shall be
payable:
(i)
in the case of any Note and/or Coupon presented for payment by or on behalf of a holder
who is liable to such Taxes in respect of such Note or Coupon by reason of his having some
connection with the Republic of Italy other than the mere holding of the Note or Coupon; or
(ii)
if such Note or Coupon is presented for payment more than 30 days after the Relevant Date
except to the extent that the holder of it would have been entitled to such additional amounts
on presenting such Note or Coupon for payment on the last day of such period of 30 days; or
(iii)
where such withholding or deduction is imposed on a payment to an individual and is required
to be made pursuant to European Council Directive 2003/48/EC or any other European Union
Directive implementing the conclusions of the ECOFIN Council meeting of 26th-27th
November 2000 on the taxation of savings income or any law implementing or complying with,
or introduced in order to conform to, such Directive; or
(iv)
in the case of any Note and/or Coupon presented for payment by or on behalf of a
Noteholder or a Couponholder who would have been able to avoid such withholding or
deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member
State of the European Union; or
(v)
in relation to any payment or deduction of any interest, principal or other proceeds of any
Note or Coupon on account of imposta sostitutiva pursuant to Italian Legislative Decree No.
239 of 1st April 1996 and any related implementing regulations (as the same may be
amended or supplemented from time to time).
``Relevant Date'' means in respect of any Note or Coupon, whichever is the later of (i) the date on
which such payment first becomes due and (ii) if the full amount payable has not been received by
the Fiscal Agent on or prior to such due date, the date on which, the full amount having been so
received, notice to that effect shall have been given to the Noteholders in accordance with
Condition 13.
Any reference in these Terms and Conditions to principal and/or interest shall be deemed to include
any additional amounts which may be payable under this Condition 7.
8
Events of Default
If any of the following events occurs:
(i)
the Issuer fails to pay interest on any of the Notes when due and such failure continues for a
period of 14 days; or
(ii)
the Issuer does not perform or comply with any one or more of its other obligations in the
Notes which default is incapable of remedy or is not remedied within 30 days after notice of
such default shall have been given to the Fiscal Agent at its specified office by any
Noteholder; or
7


(iii)
(a) any other Indebtedness for Borrowed Money of the Issuer or any of its Material
Subsidiaries becomes due and payable prior to its stated maturity by reason of any actual or
potential default, event of default or the like (howsoever described), or (b) any such
Indebtedness for Borrowed Money is not paid when due or, as the case may be, within any
applicable grace period, or (c) the Issuer or any of its Material Subsidiaries fails to pay when
due any amount payable by it under any present or future guarantee for, or indemnity in
respect of, any Indebtedness for Borrowed Money, provided that the aggregate amount of the
Indebtedness for Borrowed Money, guarantees and/or indemnities in respect of which one or
more of the events mentioned in this paragraph (iii) have occurred (in the case of (c) taking
into account only the amount which the relevant person has failed to pay) equals or exceeds
A15,000,000 or its equivalent in any other currency (on the basis of the middle spot rate for
the relevant currency against euro as quoted by any leading bank on the day on which this
paragraph operates); or
(iv)
a distress, attachment, execution or other legal process is levied, enforced or sued out on or
against all or a substantial part of the property, assets or revenues of the Issuer or any of its
Material Subsidiaries and is not discharged or stayed within 45 days; or
(v)
any mortgage, charge, pledge, lien or other encumbrance, created or assumed by the Issuer
or any of its Material Subsidiaries in respect of all or a substantial part of the property, assets
or revenues of the Issuer becomes enforceable and any step is taken to enforce it (including
the taking of possession or the appointment of a receiver, manager or other similar person); or
(vi)
the Issuer or any of its Material Subsidiaries is (or is, our could be, deemed by law or a court
to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop
or suspend payment of all or a material part of its debts, proposes or makes a general
assignment or an arrangement or composition with or for the benefit of the relevant creditors
in respect of any of such debts or a moratorium is agreed or declared in respect of or
affecting all or a material part of the debts of the Issuer or any of its Material Subsidiaries; or
(vii) an order is made or an effective resolution passed for the winding-up or dissolution of the
Issuer or any of its Material Subsidiaries, or the Issuer ceases or threatens to cease to carry
on all or substantially all of its business or operations, except for the purpose of and followed
by a reconstruction, amalgamation, reorganisation, merger or consolidation (a) on terms
approved by a Resolution of the Noteholders, or (b) in the case of a Material Subsidiary,
whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise
vested in the Issuer or another of its Material Subsidiaries; or
(viii) any event occurs which under the laws of any relevant jurisdiction has an analogous effect to
any of the events referred to in the paragraphs above,
then any Note may, by notice in writing given to the Fiscal Agent at its specified office by the
holder, be declared immediately due and payable whereupon it shall become immediately due and
payable at its principal amount together with accrued interest without further formality unless such
event of default shall have been remedied prior to the receipt of such notice by the Fiscal Agent.
For the purposes of these Terms and Conditions:
``Indebtedness for Borrowed Money'' means any present or future Indebtedness for money
borrowed;
``material part'' means 15% or more by value of the whole; and
``substantial part'' means 50% or more by value of the whole.
9
Prescription
Claims in respect of principal and interest will become void unless presentation for payment is
made as required by Condition 6 within a period of 10 years in the case of principal and five years
in the case of interest from the appropriate Relevant Date.
10
Replacement of Notes and Coupons
If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed it may be replaced at the
specified office of the Fiscal Agent or the Paying Agent in Luxembourg subject to all applicable
laws and stock exchange or other relevant authority requirements, upon payment by the claimant of
the expenses incurred in connection with such replacement and on such terms as to evidence,
security, indemnity and otherwise as the Issuer may require (provided that the requirement is
8


reasonable in the light of prevailing market practice). Mutilated or defaced Notes or Coupons must
be surrendered before replacements will be issued.
11
Meetings of Noteholders, Noteholders' Representative, Modification and Waiver and
Substitution
(a)
Meetings of Noteholders
The Fiscal Agency Agreement contains provisions for convening meetings of Noteholders to
consider matters relating to the Notes, including the modification of any provision of any of these
Terms and Conditions. Any such meeting may be convened by the directors of the Issuer or the
Noteholders' Representative (as defined below) when deemed necessary and, in any event, upon
the request of Noteholders holding not less than one-twentieth of the aggregate principal amount of
the outstanding Notes. Such a meeting will be validly held if (i) in the case of a first meeting, there
are one or more persons present, being or representing Noteholders holding at least one half of the
aggregate principal amount of the outstanding Notes, (ii) in case of an adjourned meeting, there are
one or more persons present being or representing Noteholders holding more than one third of the
aggregate principal amount of the outstanding Notes and (iii) in the case of a further adjourned
meeting, there are one or more persons present being or representing Noteholders holding at least
one fifth of the aggregate principal amount of the outstanding Notes. The majority required to pass
a resolution at any meeting (including any adjourned meeting) convened to vote on any resolution
will be one or more persons holding or representing at least two thirds of the aggregate principal
amount of the Notes represented at the meeting; provided, however, that certain proposals, as set
out in Article 2415 of the Italian Civil Code (including any proposal to modify the maturity of the
Notes or the dates on which interest is payable on them; to reduce or cancel the principal amount
of, or interest on, the Notes; or to change the currency of payment of the Notes) may only be
sanctioned by a resolution passed at a meeting of Noteholders (including any adjourned meeting)
by one or more persons holding or representing not less than one half of the aggregate principal
amount of the outstanding Notes. Any resolution duly passed at any such meeting shall be binding
on all the Noteholders, whether present or not.
(b)
Noteholders' Representative
A representative of Noteholders (rappresentante comune) (the ``Noteholders' Representative'') may
be appointed pursuant to Article 2417 of the Italian Civil Code in order to represent the
Noteholders' interests under these Terms and Conditions and to give effect to resolutions passed at
a meeting of the Noteholders. If the Noteholders' Representative is not appointed by a meeting of
such Noteholders, the Noteholders' Representative shall be appointed by a decree of the President
of the Court where the Issuer has its registered office at the request of one or more Noteholders or
at the request of the directors of the Issuer. The Noteholders' Representative shall remain
appointed for a maximum period of three years but may be re-appointed again thereafter.
(c)
Modification and waiver
The parties to the Fiscal Agency Agreement may agree, without the consent of the Noteholders or
the Couponholders, to (i) any modification of any provision of the Fiscal Agency Agreement which
is of a formal, minor or technical nature or is made to correct a manifest error and (ii) any other
modification, and any waiver or authorisation of any breach or proposed breach, of any provision of
the Fiscal Agency Agreement which in the opinion of the Issuer is not materially prejudicial to the
interests of the Noteholders, in either case excluding, to the extent it affects the interests of the
Noteholders, any modification to Schedule 3 of the Fiscal Agency Agreement. These Terms and
Conditions may be amended by the parties to the Fiscal Agency Agreement, without the consent of
the Noteholders or Couponholders, to correct a manifest error.
(d)
Substitution
The Issuer, or any previous substituted company, may at any time, without the consent of the
Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes and the
Coupons such company (the ``Substitute'') as is specified in the Fiscal Agency Agreement, provided
that no payment in respect of the Notes or the Coupons is at the relevant time overdue. The
substitution shall be made by a deed poll (the ``Deed Poll''), to be substantially in the form exhibited
to the Fiscal Agency Agreement, and may take place only if (i) the Substitute shall, by means of
the Deed Poll, agree to indemnify each Noteholder and Couponholder against any tax, duty,
assessment or governmental charge which is imposed on it by (or by any authority in or of) the
9


jurisdiction of the country of the Substitute's residence for tax purposes and, if different, of its
incorporation with respect to any Note or Coupon and which would not have been so imposed had
the substitution not been made, as well as against any tax, duty, assessment or governmental
charge, and any cost or expense, relating to the substitution, (ii) where the Substitute is not a
Successor in Business (as defined in the Fiscal Agency Agreement) of the Issuer, the obligations of
the Substitute under the Deed Poll, the Notes and the Coupons shall be unconditionally guaranteed
by the Issuer by means of the Deed Poll, (iii) all action, conditions and things required to be taken,
fulfilled and done (including the obtaining of any necessary consents) to ensure that the Deed Poll,
the Notes and Coupons represent valid, legally binding and enforceable obligations of the Substitute
and in the case of the Deed Poll of the Issuer have been taken, fulfilled and done and are in full
force and effect, (iv) the Substitute shall have become party to the Fiscal Agency Agreement, with
any appropriate consequential amendments, as if it had been an original party to it, (v) legal
opinions addressed to the Noteholders shall have been delivered to them (care of the Fiscal Agent)
from a lawyer or firm of lawyers with a leading securities practice in each jurisdiction referred to in
(i) above and in England as to the fulfilment of the preceding conditions of this paragraph (c) and
(vi) the Issuer shall have given at least 14 days' prior notice of such substitution to the
Noteholders, stating that copies, or pending execution, the agreed text, of all documents in relation
to the substitution which are referred to above, or which might otherwise reasonably be regarded as
material to Noteholders, will be available for inspection at the specified office of each of the Paying
Agents. References in Condition 8 to obligations under the Notes shall be deemed to include
obligations under the Deed Poll, and, where the Deed Poll contains a guarantee, the events listed
in Condition 8 shall be deemed to include that guarantee not being (or being claimed by the
guarantor not to be) in full force and effect and the provisions of Condition 8(i) ­ 8(viii) inclusive
shall be deemed to apply in addition to the guarantor. In the event of any such substitution, and for
so long as the Notes are listed on the Luxembourg Stock Exchange, notice of such substitution
shall be given to the Luxembourg Stock Exchange and a supplement to the Offering Circular dated
16th July 2004 in respect of the Notes will be prepared and filed with the Luxembourg Stock
Exchange.
12
Further Issues
The Issuer may from time to time without the consent of the Noteholders or Couponholders create
and issue further securities either having the same terms and conditions as the Notes in all
respects (or in all respects except for the first payment of interest on them) and so that such
further issue shall be consolidated and form a single series with the outstanding securities of any
series (including the Notes) or upon such terms as the Issuer may determine at the time of their
issue. References in these Terms and Conditions to the Notes include (unless the context requires
otherwise) any other securities issued pursuant to this Condition 12 and forming a single series with
the Notes.
13
Notices
Notices to Noteholders will be valid if published in a leading newspaper having general circulation in
London (which is expected to be the Financial Times) and (so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of that Stock Exchange so require) in a leading
newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger
Wort) or, if such publication shall not be practicable, in an English language newspaper of general
circulation in Europe, provided however that any notice relating to the calling of a meeting of
Noteholders pursuant to Condition 11 shall also be published in the Gazzetta Ufficiale of the
Republic of Italy or in Il Sole 24ore at least 15 days prior to the meeting (exclusive of the day on
which the notice is published and of the day on which the meeting is to be held). Any such notice
shall be deemed to have been given on the date of such publication or, if published more than
once or on different dates, on the first date on which publication is made. Couponholders will be
deemed for all purposes to have notice of the contents of any notice given to the Noteholders in
accordance with this Condition 13.
14
Contracts (Rights of Third Parties) Act 1999
No person shall have any right to enforce any term or condition of the Notes under the Contracts
(Rights of Third Parties) Act 1999.
10