Originator: Primary Obligor:SAN.IM. S.p.A. Region of Lazio

Cartesio S.r.l. - Series 2003 - 1EUR 2,000,000,000 Asset Backed Euro Medium Term Note Programme

Table of Contents

Cartesio S.r.l. - Series 2003-1

1. Overview 2

2. Region of Lazio 5

3. Transaction Structure 12

4. The Originator 14

5. The Portfolio 15

6. The Issuer 18

7. Highlights 19

1. Overview

Overview

Executive Summary

2

Cartesio S.r.l. - Series 2003 - 1 is a EUR 2,000,000,000 programme of notes backed by lease payments due from the Region of Lazio

Cartesio issued on the first Issue Date (5 March 2003) four Tranches of Notes in USD, GBP and EUR, totalling approximately EUR 1,100,000,000 equivalent

Tranche 1: EUR 200ml, 19.3 years average life, coupon 6 month Euribor + 50 bps, final maturity 7

March 2033 Tranche 2: EUR 200ml, 25 years average life, coupon 6 month Euribor + 57 bps, final maturity 7

March 2028 Tranche 3: US$ 450ml, 30 years average life, fixed rate coupon 6.022%, final maturity 7 March

2033 Tranche 4: GBP 200ml, 25.7 years average life, coupon 6 month Libor + 62bps, final maturity 7

March 2033

All the Notes issued under the programme will pay interest on a semi-annnual basis will all rank pari passu, and are expected to be assigned ratings equal to the ratings of the Region of Lazio (currently Aa3/A+)

The portfolio backing the notes issued is comprised of lease payments arising out of a sale and lease-back transaction of properties entered into between SAN.IM, as lessor and certain healthcare entities, based in the Region of Lazio, as lessees

The Region of Lazio (Aa3/A+), as a result of a payment delegation mechanism, has agreed to pay the lease instalments on behalf of the healthcare entities and is therefore the primary obligor of the Notes to be issued under the programme

The benefit of the payment delegation will survive any early termination of the lease contracts

Overview

Executive Summary

4

The Region of Lazio has established itself as a frequent borrower in the European capital markets and was the first European local authority to access the securitisation markets, through Cartesio S.r.l - Series 2001-2, which issued two tranches of notes

Tranche 1 EUR 250,000,000, due in August 2002, which has been fully reimbursed, and

Tranche 2 EUR 250,000,000, due in February 2004, which is already fully cash collateralised

The programme is being implemented by the Region finance department as a tool aimed at improving the efficiency in the management of the regional healthcare system

long evaluation process of the underlying properties allowed for an in-depth recognition of the regional healthcare estate

monetisation of otherwise non-transferable assets

accountability of each healthcare entity in the allocation of “its own resources”

2. Region of Lazio

5

Region of LazioGeneral Overview

At a glance

Situated in the centre of Italy, with 5.3 million inhabitants Lazio is the third most populated region (9.1% of Italy)

Producing about 10.2% of 2001 national GDP, Lazio is the second largest contributor in Italy after Lombardy and the eighth overall in Europe out of approx. 200 similar local authorities

GDP per-capita of approx. EUR 21,800 in 2001 is higher than the Italian average of approx. EUR 19,620

As of 2001 unemployment rate of the Region is in line with Italian average rate (9.9% vs. 9.2%)

The region is governed by a centre-right political coalition, led by President Storace, elected in April 2000 with a 63% majority at the regional council

Next local elections are scheduled in year 2005

Rome

____________________Source: Region of Lazio, Istat and Istituto Tagliacarne

Region of LazioItalian Local Governments Framework

6

The Republic of Italy has a decentralised political and institutional structure with four levels of government

central

the region

the province, and

the municipality

The 2001 Constitutional reform provided among other things

enhanced exclusive legislative power for the regions

the capacity to levy new regional taxes and change tax rates

broader regional responsibilities as for international affairs (i.e. participation in the decision making process of the EU as well as in the implementation of international agreements and EU acts)

Regions are allowed to borrow only to finance capital expenditures

Under the Internal Stability Pact signed by the central and all local governments, the regions have undertaken that they will pursue sound financial and administrative management and keep their debt growth and financial balance in line with EMU’s parameters

7

Region of LazioMain Financials

Increasing Fiscal Autonomy

The transfer of responsibilities from the State to all regions was recently enacted with the devolution of various taxes previously collected by the State

In 1996 tax current revenues represented 14% of Lazio’s current revenues, increasing to approximately 73% in 2001

Main taxes attributed to the Region are

share of the national VAT

IRAP, a regional business production tax

surcharge on the personal income tax IRPEF

car registration tax

gasoline consumption tax

methane gas consumption tax

regional concessions fees

Most regional taxes are strictly linked to the local economy

____________________Source: 1996 and 2001 Regional Actual Financial Reports

Lazio current revenues

0

2,000

4,000

6,000

8,000

10,000

1996 2001

EU

R m

illi

on

TaxesState transfers

8

Region of LazioLocal Economy

A Strong and Dynamic Area

With GDP of approximately EUR 115 billion, the Region of Lazio ranks second in Italy

Contribution to GDP for 2001 was

81.5% services (mainly tourism – Rome – administrative bodies)

17% manufacturing (chemical, energy, mechanical and construction are the main local industries)

1.5% agriculture

2001 figures show a GDP growth significantly higher than the national average

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-0.5

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

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Calab

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Friuli

Valle

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Puglia

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2001

GD

P g

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%)

____________________Source: Istituto Tagliacarne, Year 2002

Region of LazioOutstanding Regional Debt

A Stable Level of Debt

Oustanding Debt / Current Revenues

18.8% 18.6% 20.2% 20.5%

0%

5%

10%

15%

20%

25%

1998 1999 2000 2001____________________Source: Region of Lazio

9

Outstanding debt at December 2002 was around EUR 2.0 billion, composed of bank loans and bonds placed on the international capital markets

Current debt profile

60% at floating rate

all denominated in Euro or swapped into Euro, and

assisted by irrevocable payment mandate (“mandato irrevocabile di pagamento”) to the regional treasurer bank (Banca di Roma)

The ratio between debt and current revenues has remained fairly stable over the last few years

Healthcare SystemRegion of Lazio

The Main Regional Expenditure

____________________Source: Region of Lazio

10

Healthcare is the major regional expenditure, representing 82% of total current expenditures, in line with the Italian regions average

Healthcare deficits recorded up to year 2000 amount to about EUR 4.6 billion EUR 2.4 billion will be covered by the State, once the Region funds the balance of EUR 2.2 billion

Deficits recorded after year 2000 are to be entirely covered by the region with recourse to new taxes or sale of assets

in 2002 Lazio increased some IRAP tax rates

Lazio’s deficits are above the national average mainly due to high quality standards that attract patients from other regions 10 universities and research labs which have costs not covered by the revenues contributed by

the State

The Region has taken various measures to reduce the healthcare burden introduction of a fee on each prescription to reduce “precautionary” purchases of medicines centralisation of goods and services purchases via public tenders restructuring of the hospital network introduction of a periodic budgeting and monitoring system disposal of assets hire freeze in the healthcare sector until 2004

Healthcare SystemRegion of Lazio

Recent Developments

____________________Source: Region of Lazio

11

The effect of the measures previously described has started showing in the 2002 healthcare deficit which, at EUR 550 mm, was approximately 37% lower than the 2001 deficit (EUR 875 mm), already down from the EUR 950mm recorded in 2000

On September 20, 2002, the Region received EUR 1.4 bn of state transfer to cover its deficit up to year 1999

The increase in pharmaceutical expenditure for the year 2002 was limited to 0.5%, a significant improvement compared to a 7% increase in 2001

On January 10, 2003 EUR 6.43 bn was allocated to the Region as its share of the 2002 Healthcare Fund (EUR 200 mm increase from year 2001)

On January 20, the special commission set up by the Ministry of Economy positively assessed the health of the Region’s economy on the basis of a list of objectives which the Region achieved along with other 9 regions

Additional resources will be allocated to the Region

On January 31, 2003 all regions agreed on the allocation of the 2003 National Healthcare Fund: Lazio was given EUR 6.8 bn, a 5.6% increase on 2002, higher than the 3.5% national average

The above information was not known to the rating agencies at the time they last reviewed the Region’s rating, which was put on negative outlook as a result of the

uncertainties surrounding the effect of the measures introduced to control the healthcare deficit

3. Transaction Structure

Transaction Structure

Structure Diagram

Overview

Notes

SAN.IM. S.p.A.

Healthcare Entities

Cartesio S.r.l.

Regione Lazio

Sale of Lease Receivables

Lease of Hospitals

Payment of Lease

Receivables

Payment of Transfer PriceBanca di Roma Servicing

Agreement

Swap Counterparties

Swap Agreements

Payment Delegation

Tranche 2 EUR

Tranche 3 USD

Tranche 4 GBP

Proceeds

Sale of Hospitals

Payment of Purchase

PriceRegional Treasurer

Irrevocable Mandate of Payment

12

Tranche 1 EUR

Transaction StructureDescription

The Mechanics

13

Pursuant to a purchase and sale agreement dated 28 June 2002 entered into between certain healthcare entities operating in the Region of Lazio (the “Healthcare Entities”), as sellers, and SAN.IM. S.p.A. (“SAN.IM.”), as purchaser, the Healthcare Entities agreed to transfer to SAN.IM. certain real estate assets (the “Assets”)

On the same date SAN.IM., as lessor, entered into certain lease contracts (the “Lease Contracts”) to lease back the Assets to the Healthcare Entities, as lessees

Pursuant to the terms of several receivables purchase agreement (each referred to the lease payments due from each Healthcare Entity) , SAN.IM. will sell to Cartesio the receivables payable by the Healthcare Entities under the Lease Contracts (the “Lease Instalments”)

The Notes of each Tranche are backed by and share the same rights to the entire portfolio of Lease Instalments due by the Healthcare Entities to SAN.IM.

The Lease Instalments will represent the principal source of repayment of interest and principal of the Notes and pursuant to the Payment Delegation, the Region of Lazio has accepted to be the primary and joint-obligor for the payment of the Lease Instalments

Pursuant to the Irrevocable Payment Mandate between the Region of Lazio and Banca di Roma, acting as Regional Treasurer Bank, all payments of Lease Instalments up to a total aggregate amount of about EUR 2,000,000,000 will be paid by the Treasurer Bank directly into the Issuer’s account

Collection procedures in respect of the Lease Instalments will be handled by Banca di Roma, which will act as Servicer of the transaction

The net proceeds deriving from the issuance of the Notes will be used by Cartesio to pay to SAN.IM. for the purchase price for the receivables and, in turn, by SAN.IM. to pay the Healthcare Entities for the purchase price of the Assets

4. The Originator

The Originator

SAN.IM. S.p.A.

Overview

14

SAN.IM. S.p.A (“SAN.IM.”) is a joint stock company, incorporated in Italy and 100% owned by the Region of Lazio

SAN.IM. was established for the sole purposes of

engaging in the purchase of healthcare real estate assets (the “Assets”) owned by certain regional healthcare entities (the “Healthcare Entities”)

the simultaneous leasing of the same assets back to such Healthcare Entities; and

the assignment of the receivables payable under the lease contracts to a special purpose vehicle

The sale of the Assets from the Healthcare Entities to SAN.IM. was effected pursuant to a purchase and sale agreement dated 28 June 2002

On the same date, the lease contracts were entered into between the Healthcare Entities, as lessees, SAN.IM. as lessor, and the Region of Lazio, as primary and joint obligor, as a result of the Region of Lazio’s acceptance of the delegation of payment

The Region of Lazio has agreed to pay the lease instalments directly to the Issuer of the Notes on behalf of both the Healthcare Entities and SAN.IM.

Under the lease Contracts, the Healthcare Entities are granted an option to re-purchase the Assets upon expiry of the term of the lease contracts for a nominal consideration of EUR 1

5. The Portfolio

The Portfolio

Summary

15

The portfolio (“Portfolio”) is comprised of the receivables payable under the lease contracts entered into between each Healthcare Entity, SAN.IM. and the Region of Lazio

In accordance with an express provision contained in the lease contracts, SAN.IM. will sell the Receivables arising thereunder to Cartesio which will act as issuer in one or more issuances to be carried out by 31 December 2003 under the Programme

The lease instalments due by the Healthcare Entities to SAN.IM. pursuant to the terms of the lease contracts will be directly paid by the Region, in the name and on behalf of the Healthcare Entities, pursuant to the Payment Delegation granted by each individual Healthcare Entity and accepted by the Region under the relevant lease contract and in accordance with the provisions of Regional Law No. 16/2001

The lease instalments will be paid directly into the Collection Account on a semi-annual basis, in arrear, and will be made by bank transfer. The amounts due by the Healthcare Entities to SAN.IM. under the lease contracts are to be determined on the relevant Issue Date

The payment of the lease instalments may not be delayed or suspended for any reason whatsoever including in the event of disputes, controversies or impossibility of use of the Assets

The lease payments to be made by Region of Lazio to Cartesio are due regardless of the status of the underlying Assets

The Portfolio

The Healthcare Entities

16

The Healthcare Entities were established pursuant to Legislative Decree No. 502 of 30 December 1992 as amended (“Lgs. D. No.502”)

In particular, the Region of Lazio has provided for the re-organisation of its regional healthcare service, including the establishment of the Healthcare Entities pursuant to Lgs. D. No. 502, through Regional Law No. 18 of 16 June 1994 as amended (“Regional Law No.18”)

Article 5 of Regional Law No.18 has provided for the establishment within the Region of Lazio’s territory of 15 Healthcare Entities

The Healthcare Entities do not have equity capital but, in line with their public legal status, have an endowment fund (fondo di dotazione) established by the Region of Lazio

The Healthcare Entities:

are autonomous entities from the Region although strictly related to it due to the functions which are delegated to them

are supervised by the Region

must perform their functions in an efficient and cost-saving way and in compliance with the applicable budgetary constraints, and

are obliged to prepare annual and multi-year forecast financial statements that are subject to the Region’s control

The Portfolio

The Healthcare Entities

17

Approximately 81.4% of the Region’s current expenditure in 2001 was related to transfer to the Healthcare Entities

Among the initiatives that the Region of Lazio is developing to finance the aggregate healthcare deficits, the Region has approved Regional Law 16/2001 that has authorised the sale and lease-back transaction

The table below shows the number of properties sold by each Healthcare Entity and the corresponding purchase price

Amounts in thousand of EuroHealthcare Entities No. Of Hospitals Value

Healthcare Entity S. Filippo Neri 1 121,000

Healthcare Entity S.Camillo - Forlanini 1 312,000

Healthcare Entity San Giovanni - Addolorata 3 183,215

Healthcare Entity Rome A 3 113,857

Healthcare Entity Rome B 3 123,674

Healthcare Entity Rome C 3 186,220

Healthcare Entity Rome D 2 50,550

Healthcare Entity Rome E 3 35,226

Healthcare Entity Rome F 2 47,004

Healthcare Entity Rome G 6 110,556

Healthcare Entity Rome H 6 122,124

Healthcare Entity Viterbo 5 107,300

Healthcare Entity Latina 7 124,155

Healthcare Entity Rieti 5 95,297

Healthcare Entity Frosinone 6 243,174

Total 56 1.975,352

6. The Issuer

The Issuer

Cartesio S.r.l.

18

The Issuer was duly incorporated under the laws of the Republic of Italy under the name of Cartesio S.r.l. (“Cartesio”) on 9th February 2000

Cartesio is a multi-purpose vehicle and may engage in separate offerings in accordance with the Italian Securitisation Law 130/99

The Issuer has so far engaged in two transactions prior to this Series 2003-1, namely Series 2001 - 1 and Series 2001 - 2

Series Originator Amount Maturity Status

2001-1 TAV – Ferrovie dello Stato SpA EUR 1,000,000,000 19 January 2026 Outstanding

2001-2 Region of Lazio EUR 250,000,000

EUR 250,000,000

23 August 2002

23 February 2004

Fully reimbursed

Fully collateralised

7. Highlights

Irrevocable Payment MandateHighlights

A Powerful Tool

Treasury BankIrrevocable Payment Mandate

Regional Revenues

Debt Service Investors

Treasurer Bank

Regional Expenses

____________________(1) Assumes lease instalments are includedSource: Region of Lazio, Year 2001

19

By Regional law the Treasurer Bank is irrevocably and unconditionally instructed to pay interest and principal when due

The Treasurer Bank is required to allocate from certain regional revenues an amount sufficient to timely and fully meet interest and principal payments

Obligations(1) assisted by such mechanism practically allow the relevant creditors to enjoy a priority vs. all other regional expenses (e,g., supply contracts)

Debt service assisted by the payment mandates is 1.5% of regional revenues

No default has ever occurred in Italy on local government obligations (Region of Lazio included) secured by an Irrevocable Payment Mandate

The EUR 2,000,000,000 Asset Backed Euro Medium Term Note Programme

The Programme

20

Under the programme, the Issuer may from time to time issue different tranches of Notes which may be issued in different currencies, and with different amortisation profiles

The aggregate nominal amount of the Notes issued cannot exceed the Programme Limit (EUR 2,000,000,000 equivalent)

On the first Issue Date (5 March 2003) Cartesio issued four Tranches of Notes in USD, GBP and EUR, totalling approximately EUR 1,100,000,000 equivalent

Tranche 1: EUR 200ml, 19.3 years average life, coupon 6 month Euribor + 50 bps, final maturity 7

March 2033 Tranche 2: EUR 200ml, 25 years average life, coupon 6 month Euribor + 57 bps, final maturity 7

March 2028 Tranche 3: US$ 450ml, 30 years average life, fixed rate coupon 6.022%, final maturity 7 March

2033 Tranche 4: GBP 200ml, 25.7 years average life, coupon 6 month Libor + 62bps, final maturity 7

March 2033

All Notes issued under the programme are expected to be assigned ratings equal to the ratings of the Region of Lazio, currently at

Aa3 (negative outlook) from Moody’s

A+ (negative outlook) from S&P

The Notes of each Tranche will be identical from all other features and will rank pari passu among themselves and with the Notes of each other Tranche

A pricing supplement relating to each Tranche of Notes shall contain specific information on such Tranche which differs from the general description contained in the Offering Circular

Highlights

22

Pre-enforcement Priority of Payments

The Issuer available funds will be applied on each payment date in the following order of priority, to the extent that payments of a higher priority have been made in full

Use of Issuer Available Funds

Issuer On-Balance Sheet Expenses

Amounts due under any Swap

Swap Default Termination Amounts(1)

Any residual Amounts to the Originator

Note Trustee and Security Trustee Fee

Third PartiesInterest and

Principal on the Notes

____________________(1) In the event of the Swap Counterparty’s default

Highlights

The Swap Agreements

Swap Agreements

23

All amounts payable under the Lease Contracts are payable in Euro, therefore in order for the Issuer to make payments due on the Notes of any Tranche issued in any currency other than Euro, the Issuer will enter into one or more currency swap transaction with one or more Swap Counterparties on or before the relevant Issue Date in relation to that Tranche, in order to hedge against exchange rate movements adverse to the Issuer

All amounts paid under the Lease Contracts will be paid according to a pre-determined payment schedule. To hedge against the possible variance in the rate of interest payable by the Issuer under any Tranche of Notes which bears a floating rate of interest the Issuer will enter into one or more interest rate swaps with one or more Swap Counterparties on or before the relevant Issue Date in relation to that Tranche

All Swap Counterparties will need to meet the standard minimum required ratings set by the rating agencies

Highlights