Obbligazione Banco BPM SpA 4.241% ( IT0005331662 ) in EUR

Banco BPM SpA

100 EUR ⇌

Italia

IT0005331662 ( in EUR )

4.241% per anno ( pagato 1 volta l'anno)

26/04/2025 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Banco BPM S.p.A IT0005331662 in EUR 4.241%, scaduta

1 000 EUR

2 500 000 000 EUR

Banco BPM S.p.A. è una banca italiana che opera nel settore della finanza, fornendo servizi bancari a privati, aziende e istituzioni.

The Obbligazione issued by Banco BPM SpA ( Italy ) , in EUR, with the ISIN code IT0005331662, pays a coupon of 4.241% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 26/04/2025

Prospectus

BANCO BPM S.P.A.
(incorporated as a joint stock company (società per azioni) in the Republic of Italy)
10,000,000,000 Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
BPM Covered Bond S.r.l.
(incorporated as a limited liability company in the Republic of Italy)
Except where specified otherwise, capitalised words and expressions in this Prospectus have the meaning given to them in
the Section entitled "Glossary".
Under this 10,000,000,000 covered bond programme (the Programme), Banco BPM S.p.A. (Banco BPM or the Issuer or
the Bank) may from time to time issue European covered bonds (obbligazioni garantite europee) (the Covered Bonds)
pursuant to the terms and conditions of this Prospectus and the conditions of the Programme Agreement and in accordance
with Title 1-bis of law No. 130 of 30 April 1999 (as amended from time to time, the Securitisation and Covered Bonds
Law) which has implemented Directive (EU) 2019/2162 of 29 November 2019 establishing a common framework for
covered bonds and Part III, Chapter 3 of the Circolare No. 285 of 17 December 2013 (as amended from time to time,
including on 30 March 2023, the Bank of Italy Regulations).

The Covered Bonds will be denominated in any currency agreed between the Issuer and the relevant Dealer(s). The
maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not
exceed 10,000,000,000 (or its equivalent in other currencies calculated as described herein).
The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will rank
pari passu without preference among themselves and (save for any applicable statutory provisions) at least equally with all
other present and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding. In the event
of a compulsory winding-up of the Issuer, any funds realised and payable to the Bondholders will be collected by the
Guarantor on their behalf.
BPM Covered Bond S.r.l. (the Guarantor) has guaranteed payments of interest and principal under the Covered Bonds
pursuant to a guarantee (the Guarantee) which is backed by a pool of assets (the Cover Pool) made up of a portfolio of
residential and commercial mortgage loans assigned and to be assigned to the Guarantor by the Seller (and/or, as the case
may be, by any Additional Seller) and of other Eligible Assets, Substitution Assets and Liquid Assets. Recourse against the
Guarantor under the Guarantee is limited to the Cover Pool.
This document has been approved by the Commission de Surveillance du Secteur Financier (the CSSF), which is the
competent authority under Regulation EU 2017/1129 (the Prospectus Regulation) in the Grand Duchy of Luxembourg, as a
base prospectus, for the purposes of article 8(1) of the Prospectus Regulation (the Prospectus).
The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or
the Guarantor or the quality of the Covered Bonds that are subject to this Prospectus. Investors should make their own
assessment as to the suitability of investing in Covered Bonds.
Application has also been made for Covered Bonds issued under the Programme during the period of 12 (twelve) months
from the date of this Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading
on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive
2014/65/EU (as amended from time to time, the MiFID II). As referred to in Article 6(4) of the Luxembourg law on
prospectuses for securities of 16 July 2019, by approving this Prospectus, in accordance with Article 20 of the Prospectus
Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and
solvency of the issuer.

0072743-0000020 EUO1: 2009155848.6
1

This Prospectus is valid for a period of 12 months from its date ending on 21 September 2024 in relation to Covered
Bonds which are to be admitted to trading on a regulated market in the European Economic Area (the EEA). The
obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material
inaccuracy does not apply when this Prospectus is no longer valid.
An investment in Covered Bonds issued under the Programme involves certain risks. See "Risk Factors" for a
discussion of certain factors to be considered in connection with an investment in the Covered Bonds.
Other than in relation to the documents which are incorporated by reference (see the section headed "Documents
Incorporated by Reference"), the information on the websites to which this Prospectus refers does not form part of
this Prospectus and has not been scrutinised or approved by the CSSF.
From their relevant issue dates, the Covered Bonds will be issued in dematerialised form or in any other form as set out in
the relevant Conditions and/or Final Terms. The Covered Bond issued in dematerialised form will be held on behalf of their
ultimate owners by Monte Titoli S.p.A. (Monte Titoli) for the account of the relevant Monte Titoli account holders. Monte
Titoli will also act as depository for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme
(Clearstream). The Covered Bonds issued in dematerialised form will at all times be evidenced by book-entries in
accordance with the Financial Laws Consolidation Act and with the joint regulation of the Commissione Nazionale per le
Società e la Borsa (CONSOB) and the Bank of Italy dated 13 August 2018 and published in the Official Gazette No. 201 of
30 August 2018, as subsequently amended and supplemented. No physical document of title will be issued in respect of the
Covered Bonds issued in dematerialised form. This Prospectus does not relate to the Covered Bonds which may be issued
under the Programme in any form other than dematerialised form pursuant to either separate documentation or the
documents described in this Prospectus after having made the necessary amendments.
The Covered Bonds of each Series will be subject to mandatory and/or optional redemption in whole or in part in certain
circumstances (as set out in Condition 8 (Redemption and Purchase)). Unless previously redeemed in full in accordance with
the Terms and Conditions, the Covered Bonds of each Series will be redeemed at their Final Redemption Amount on the
relevant Maturity Date (or, as applicable, the Extended Maturity Date), subject as provided in the relevant Final Terms.
As at the date of this Prospectus, payments of interest and other proceeds in respect of the Covered Bonds may be subject to
withholding or deduction for or on account of Italian substitute tax, in accordance with Italian Legislative Decree No. 239 of
1 April 1996, as amended and supplemented from time to time, and any related regulations. Upon the occurrence of any
withholding or deduction for or on account of tax from any payments under any Series of Covered Bonds, neither the Issuer
nor any other person shall have any obligation to pay any additional amount(s) to any holder of Covered Bonds of any Series.
For further details see the Section entitled "Taxation".
Amounts payable under the Covered Bonds may be calculated by reference to EURIBOR, or to the sterling overnight index
average rate (SONIA), in each case as specified in the relevant Final Terms. As at the date of this Prospectus, EURIBOR is
provided and administered by the European Money Markets Institute (EMMI), and SONIA is provided and administered by
the Bank of England. At the date of this Prospectus, EMMI is authorised as benchmark administrators, and included on, the
register of administrators and benchmarks established and maintained by the European Securities and Markets Authority
(ESMA) pursuant to Article 36 of Regulation (EU) 2016/1011 (the Benchmarks Regulation). As at the date of this
Prospectus, the administrator of SONIA is not included in ESMA's register of administrators under Article 36 of the
Benchmarks Regulation. As far as the Issuer is aware, SONIA does not fall within the scope of the Benchmarks Regulation.

The Covered Bonds issued under the Programme, if rated, are expected to be assigned a credit rating as specified in the
relevant Final Terms by Moody's Italia S.r.l. (Moody's) and/or any other rating agency which may be appointed from time
to time by the Issuer in relation to any issuance of Covered Bonds or for the remaining duration of the Programme, to the
extent that any of them at the relevant time provides ratings in respect of any Series of Covered Bonds (the Rating Agency).
Whether or not the credit rating applied for in relation to relevant Series of Covered Bonds will be (1) issued or endorsed by
a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit
rating agencies (as amended, the EU CRA Regulation) or by a credit rating agency which is certified under the EU CRA
Regulation and/or (2) issued or endorsed by a credit rating agency established in the United Kingdom (UK) and registered
under Regulation (EC) No. 1060/2009 on credit rating agencies, as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act
2020) (the UK CRA Regulation) or by a credit rating agency which is certified under the UK CRA Regulation will be
disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory
purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the EU
CRA Regulation unless such rating (1) is provided by a credit rating agency not established in the European Union but is
endorsed by a credit rating agency established in the European Union and registered under the EU CRA Regulation or (2) is
provided by a credit rating agency not established in the European Union which is certified under the EU CRA Regulation.
In general, UK regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a
credit rating agency established in the UK and registered under the UK CRA Regulation unless such rating (1) is provided
by a credit rating agency not established in the UK but is endorsed by a credit rating agency established in the UK and
registered under the UK CRA Regulation or (2) is provided by a credit rating agency not established in the UK which is
certified under the UK CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may

0072743-0000020 EUO1: 2009155848.6
2

be subject to suspension, reduction or withdrawal at any time by the assigning Rating Agency. Please refer to the
ESMA webpage https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation in order to consult the updated list of
registered credit rating agencies.

JOINT ARRANGERS FOR THE PROGRAMME
BARCLAYS

UBS INVESTMENT BANK
DEALERS
BANCA AKROS GRUPPO
BARCLAYS
UBS INVESTMENT BANK
BANCO BPM
The date of this Prospectus is 21 September 2023.

0072743-0000020 EUO1: 2009155848.6
3

RESPONSIBILITY STATEMENT
This Prospectus is a base prospectus for the purposes of Article 8(1) of the Prospectus
Regulation and for the purposes of giving information which, according to the particular
nature of the Covered Bonds, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer and of the Guarantor and of the rights attaching to the Covered Bonds.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best
of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the
case, the information contained in this Prospectus is in accordance with the facts and this
Prospectus makes no omission likely to affect the importance of such information.
The Guarantor accepts responsibility for the information included in this Prospectus in the
section headed "The Guarantor" and any other information contained in this Prospectus
relating to itself. To the best of the knowledge of the Issuer, those parts of this Prospectus for
which the Guarantor is responsible are in accordance with the facts and makes no omission
likely to affect the importance of such information.
This Prospectus is to be read and construed in conjunction with any supplements hereto,
along with all documents which are incorporated herein by reference (see "Documents
Incorporated by Reference") and, in relation to any Series of Covered Bonds (as defined
herein), with the relevant Final Terms (as defined herein).
Other than in relation to the documents which are deemed to be incorporated by reference
(see "Documents Incorporated by Reference"), the information on the websites to which this
Prospectus refers does not form part of this Prospectus and has not been scrutinised or
approved by the CSSF.
No person has been authorised to give any information or to make any representation other
than those contained in this Prospectus in connection with the issue, offering or sale of the
Covered Bonds and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer, the Guarantor, the Representative of the
Bondholders or any of the Dealers or the Joint Arrangers or any of their respective affiliates
or advisers. Neither the delivery of this Prospectus nor any sale or allotment made in
connection therewith shall, under any circumstances, create any implication or constitute a
representation that there has been no change in the affairs of the Issuer or the Guarantor or
in other information contained herein since the date hereof or the date upon which this
Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer or the Guarantor since the date hereof
or the date upon which this Prospectus has been most recently supplemented or that any
other information supplied in connection with the Programme is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
IMPORTANT - EEA RETAIL INVESTORS  If the Final Terms (or the Drawdown
Prospectus, as the case may be) in respect of any Covered Bonds includes a legend entitled
"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

0072743-0000020 EUO1: 2009155848.6
4

defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, the MiFID II); or
(ii) a customer within the meaning of Directive (EU) 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. Consequently, no key information document
required by Regulation (EU) No. 1286/2014 (as amended, 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.
IMPORTANT - UK RETAIL INVESTORS  If the Final Terms (or the Drawdown
Prospectus, as the case may be) in respect of any Covered Bonds includes a legend entitled
"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 UK 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 (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 UK domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it
forms part of UK 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 The Final Terms (or the Drawdown
Prospectus, as the case may be) in respect of any Covered Bonds will include a legend
entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Covered Bonds and which channels for distribution of the Covered Bonds are
appropriate. Any person subsequently offering, selling or recommending such 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. A determination will be
made in relation to each issue about whether, for the purpose of the product governance
rules under EU Delegated Directive 2017/593 (the MiFID II Product Governance Rules),
any Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered
Bonds, but otherwise neither the Joint Arrangers nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MIFID II Product Governance Rules.
UK MiFIR product governance / target market  The Final Terms (or the Drawdown
Prospectus, as the case may be) in respect of any Covered Bonds will include a legend
entitled "UK MiFIR Product Governance" which will outline the target market assessment in
respect of the Covered Bonds and which channels for distribution of the Covered Bonds are
appropriate. Any distributor (as defined above) should take into consideration the target
market assessment; however, a distributor subject to the UK MiFIR product governance

0072743-0000020 EUO1: 2009155848.6
5

rules set out in the FCA Handbook Product Intervention and Product Governance
Sourcebook (the UK MiFIR Product Governance Rules) 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. A
determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Covered Bonds is a
manufacturer in respect of such Covered Bonds, but otherwise neither the Joint Arrangers
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MiFIR Product Governance Rules.
Suitability of Covered Bonds as investments The Covered Bonds may not be a suitable
investment for all investors. Each potential investor in the Covered Bonds must determine the
suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the
Covered Bonds, the merits and risks of investing in the Covered Bonds and the
information contained or incorporated by reference in this Prospectus or any
applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Covered Bonds and
the impact the Covered Bonds will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an
investment in the Covered Bonds, including Covered Bonds with principal or interest
payable in one or more currencies, or where the currency for principal or interest
payments is different from the potential investor's currency;
(iv)
thoroughly understand the terms of the Covered Bonds and be familiar with the
behaviour of any relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios of economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
Some Covered Bonds are complex financial instruments. Sophisticated institutional investors
generally do not purchase complex financial instruments as stand-alone investments. They
purchase complex financial instruments as a way to reduce risk or enhance yield as an
understood, measured, appropriate addition of risk to their overall portfolios. A potential
investor should not invest in Covered Bonds which are complex financial instruments unless
it has the expertise (either alone or with a financial adviser) to evaluate how the Covered
Bonds will perform under changing conditions, the resulting effects on the value of the
Covered Bonds and the impact this investment will have on the potential investor's overall
investment portfolio.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer, the Guarantor or the Dealers to subscribe for, or purchase, any Covered Bonds.
The distribution of this Prospectus and the offering or sale of the Covered Bonds in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes

0072743-0000020 EUO1: 2009155848.6
6

are required by the Issuer, the Dealers and the Joint Arrangers to inform themselves about
and to observe any such restriction. The Covered Bonds have not been and will not be
registered under the United States Securities Act of 1933, as amended (the Securities Act).
Subject to certain exceptions, Covered Bonds may not be offered, sold or delivered within the
United States or to US persons. There are further restrictions on the distribution of this
Prospectus and the offer or sale of Covered Bonds in the European Economic Area
(including the Republic of Italy and the Republic of France), the United Kingdom and in
Japan. For a description of certain restrictions on offers and sales of Covered Bonds and on
distribution of this Prospectus, see "Subscription and Sale".
The information contained in this Prospectus was obtained from the Issuer and the other
sources identified herein, but no assurance can be given by the Dealers or the Joint
Arrangers as to the accuracy or completeness of such information. The Joint Arrangers and
the Dealers have not separately verified the information contained in this Prospectus. None
of the Dealers or the Joint Arrangers make any representation, express or implied, or accept
any responsibility, with respect to the accuracy or completeness of any of the information in
this Prospectus or any document or agreement relating to the Covered Bonds or any
Transaction Document. None of the Dealers or the Joint Arrangers shall be responsible for
any matter which is the subject of any statement, representation, warranty or covenant of the
Issuer contained in the Covered Bonds or any Transaction Documents, or any other
agreement or document relating to the Covered Bonds or any Transaction Document, or for
the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or
admissibility in evidence thereof. Neither this Prospectus nor any other financial statements
are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuer, the Guarantor, the Representative of
the Bondholders, the Joint Arrangers or the Dealers that any recipient of this Prospectus or
any other financial statements should purchase the Covered Bonds. Each potential purchaser
of Covered Bonds should determine for itself the relevance of the information contained in
this Prospectus, including the merits and risks involved, and its purchase of Covered Bonds
should be based upon such investigation as it deems necessary. None of the Dealers, the
Representative of the Bondholders or the Joint Arrangers undertake to review the financial
condition or affairs of the Issuer or the Guarantor during the life of the arrangements
contemplated by this Prospectus nor to advise any investor or potential investor in Covered
Bonds of any information coming to the attention of any of the Dealers, the Representative of
the Bondholders or the Joint Arrangers. None of the Joint Arrangers and the Dealers has
undertaken or will undertake any investigations, searches or other actions in respect of any
of the Eligible Assets has prepared or will undertake to prepare any report or any other
financial statement. The contents of this Prospectus should not be construed as providing
legal, business, accounting or tax advice. Each prospective investor should consult its own
legal, business, accounting and tax advisers prior to making a decision to invest in the
Covered Bonds.
The investment activities of certain investors are subject to investment laws and regulations,
or review or regulation by certain authorities. Each potential investor should consult its legal
advisers to determine whether and to what extent (i) it can legally invest in Covered Bonds
(ii) Covered Bonds can be used as collateral for various types of borrowing and
"repurchase" arrangements and (iii) other restrictions apply to its purchase or pledge of any
Covered Bonds. Financial institutions should consult their legal advisers or the appropriate
regulators to determine the appropriate treatment of Covered Bonds under any applicable
risk-based capital or similar rules.

0072743-0000020 EUO1: 2009155848.6
7

Third Party Information Certain information and statistics presented in this Prospectus
regarding markets and market share of the Issuer or the Group are either derived from, or
are based on, internal data or publicly available data from external sources. In addition, the
sources for the rating information set out in the sections headed "Selected Consolidated
Financial Data Rating" and "Description of the Issuer and the Group Recent
Developments" of this Prospectus are the following rating agencies: Moody's, Fitch and
DBRS (each as defined below). In respect of information in this Prospectus that has been
extracted from a third party, the Issuer confirms that such information has been accurately
reproduced and that, so far as it is aware, and is able to ascertain from information
published by third parties, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Although the Issuer believes that the external sources
used are reliable, the Issuer has not independently verified the information provided by such
sources.
In this Prospectus, unless otherwise specified or unless the context otherwise requires, all
references to "£" or "Sterling" are to the currency of the United Kingdom, "Dollars" are to
the currency of the United States of America and all references to "", "euro" and "Euro"
are to the lawful currency introduced at the start of the third stage of the European Economic
and Monetary Union pursuant to the Treaty establishing the European Community, as
amended from time to time.
Figures included in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same item of information may vary, and figures which are totals may
not be the arithmetical aggregate of their components.
Furthermore, certain figures and percentages included in this Prospectus have been subject
to rounding adjustments; accordingly, figures shown in the same category presented in
different tables may vary slightly and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures which precede them.
STABILISATION
In connection with any Tranche of Covered Bonds, one or more Dealers may act as a
stabilising manager (the Stabilising Manager). The identity of the Stabilising Manager will
be disclosed in the relevant Final Terms. References in the next paragraph to "the issue" of
any Tranche of Covered Bonds are to each Tranche of Covered Bonds in relation to which
any Stabilising Manager is appointed.
In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Covered Bonds or effect
transactions with a view to supporting the market price of the Covered Bonds at a level
higher than that which might otherwise prevail. However, there can be no assurance that the
Stabilising Manager(s) (or any person acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the final terms of the offer of the relevant Tranche of
Covered Bonds is made and, if begun, may be ended at any time, but it must end no later than
the earlier of 30 days after the issue date of the relevant Tranche of Covered Bonds and 60
days after the date of the allotment of the relevant Tranche of Covered Bonds. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising

0072743-0000020 EUO1: 2009155848.6
8

Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with
all applicable laws and rules.

0072743-0000020 EUO1: 2009155848.6
9

CONTENTS
Clause
Page
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................... 11
RISK FACTORS ..................................................................................................................... 32
STRUCTURE OVERVIEW .................................................................................................... 77
SUPPLEMENTS, FINAL TERMS AND FURTHER PROSPECTUSES .............................. 82
DOCUMENTS INCORPORATED BY REFERENCE .......................................................... 83
TERMS AND CONDITIONS OF THE COVERED BONDS ................................................ 89
RULES OF THE ORGANISATION OF THE BONDHOLDERS ....................................... 146
FORM OF FINAL TERMS ................................................................................................... 174
USE OF PROCEEDS ............................................................................................................ 188
SELECTED CONSOLIDATED FINANCIAL DATA ......................................................... 189
BUSINESS DESCRIPTION OF THE ISSUER AND THE GROUP ................................... 201
REGULATORY SECTION................................................................................................... 264
CREDIT AND COLLECTION POLICY .............................................................................. 280
THE GUARANTOR .............................................................................................................. 296
DESCRIPTION OF THE TRANSACTION DOCUMENTS................................................ 300
CREDIT STRUCTURE ......................................................................................................... 323
CASHFLOWS ....................................................................................................................... 333
DESCRIPTION OF THE COVER POOL ............................................................................. 341
THE ASSET MONITOR ....................................................................................................... 344
DESCRIPTION OF CERTAIN RELEVANT LEGISLATION IN ITALY.......................... 346
TAXATION ........................................................................................................................... 357
LUXEMBOURG TAXATION .............................................................................................. 369
SUBSCRIPTION AND SALE .............................................................................................. 370
GENERAL INFORMATION ................................................................................................ 376
GLOSSARY .......................................................................................................................... 382

0072743-0000020 EUO1: 2009155848.6
10